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MANCHESTER, N.H.--(BUSINESS WIRE)--Oct. 2, 2002--BRL Holdings (OTC/BB:BRLN) announced today the signing of a definitive agreement to reorganize and acquire, in a reverse acquisition, Element 21 Golf Company, a Delaware corporation, with headquarters in Houston, Texas. Element 21 Golf is development stage high technology golf equipment company whose technology is based on new alloys made from scandium. As a part of the reorganization, BRL will spin off two of its sponsored business units: (a) Tech Ventures, which controls 30% of AssureTec Systems, Inc., a development stage company active in travel and border document security; and (b) Advanced Conductor Technologies, Inc. is in the process of acquiring Electric Distribution Systems of Cambridge, England, which owns InfoWatt composite reinforced conductor technology for producing advanced energy efficient transmission cable. BRL will commence each of these spin-offs and forward split its shares two for one upon the completion of the Element 21 Golf acquisition. The record date for each of the spin offs and the forward split has been set at the close of business October 4, 2002. Currently BRL Holdings has 2,716,900 pre split shares outstanding following a limited management buy back of AssureTec Systems shares in April, exclusive of 95,400 unexercised BRL option shares. Shareholders of Element 21 will be issued 24,452,210 pre split restricted shares at the closing of the acquisition by BRL Holdings ("BRL"), inclusive of 2,700,000 pre split option shares to be issued to Element 21 management and consultants, resulting in 27,264,400 pre split shares outstanding on a fully-diluted basis. Immediately following the merger, the agreement with Element 21 provides that BRL will implement a two for one forward stock split and change its name to Element 21 Golf Company. Holders of one pre split BRL share on the record date will be eligible to receive a second BRL share resulting from the forward two for one split of BRL, two shares of Tech Ventures and a single share of Advanced Conductor Technologies. Upon closing, the current BRL directors and officers will resign. Founders of Element 21 Golf Company have spent years researching and developing golf shafts and golf clubs made from scandium. Scandium is the 21st element in the Periodic Table of Elements and when alloyed with aluminum has a much higher , strength-to-weight ratio than titanium. Scandium alloy golf clubs provide superior feel and workability for the player. The Company's objective is to develop and market new golf products where scandium alloys can provide measurable advantages over existing high-end golf clubs made of titanium, stainless steel and composite materials. Scandium is a little known element developed in secret aerospace programs in the former Soviet Union. It was used as an additive to aluminum alloys to create the highest strength aluminum-scandium alloys and alloys with significantly enhanced weldability. These super-alloys are used in Russian missiles, MIG-29, MIG-31 and SU-37 jet fighters as well as in components of the Space Station. Scandium aluminum alloys for sports applications were developed using the expertise of Russian and Ukrainian scientific institutes. In 1997 Easton Sports baseball and softball bats was the first production of a large-scale scandium sports product. The ultra-light, high strength Easton bats, known as the Scandium/Sc 7000 Redline series, quickly became the most successful new product launch in Easton's 75 year history. Scandium has also been used in bicycle frames and bicycle handle bars. The light weight scandium frame is now used by many top racing teams. In addition to baseball bats and bicycle frames, scandium lacrosse sticks, hockey stick and other sports equipment prototypes have been developed. Scandium golf products have outstanding potential in the golf industry. Results of player and robotic testing indicated scandium aluminum alloys' superior performance over leading titanium clubs. Scandium alloys have 55% reduced density and 22% specific strength advantage over titanium thus allowing a larger sweet spot for more consistency and accuracy. The reduced density and improved strength allows flexibility in placing perimeter weighting that can affect the trajectory of the ball. The specific yield strength advantage of scandium alloys over steel and high-end aluminum alloys enables the design of shafts at substantially reduced weight. Nataliya Hearn, Ph.D. will be the President and CEO of the new Company. Dr. Hearn is a Canadian citizen with her Ph.D. in Civil Engineering from Cambridge University in the United Kingdom. She is also a registered professional engineer. Dr. Hearn is currently a tenured Associate Professor at the University of Windsor and an Adjunct Professor at the University of Toronto. Dr. Hearn is currently a Director of Magnesium Alloy Corporation, Director of New Product Development and Marketing at Link-Pipe Inc., and Director of R&D at Materials Service Life LLC. She has considerable experience in technology transfer, evaluation, and government/industry grants. Jim Morin of Mission Viejo, California will serve as Executive Vice President of Product Development and has been associated with the golf industry for the past 20 years. Mr. Morin is an owner and officer of Hyper Industries, a golf development and marketing company. In his capacity with Hyper Industries, Mr. Morin has worked with Tommy Armour, Cleveland, Echelon, Calloway, Cobra, McHenry Metals Golf, Taylor Made, Lynx and other golf companies. Mr. Morin has extensive experience in high performance golf alloys, design, testing and production of clubs and shafts which will be of particular value to the Company. Gerald Enloe of Houston, Texas will serve as a Director of the Company. Mr. Enloe has served as President and CEO of Houston Industrial Materials, Inc. since 1991. His business and practical experience will be invaluable to the new Company. Dr. Bruce Reeves, CEO of BRL Holdings stated, "Management is extremely pleased to announce this acquisition. "We believe the golf industry is ready for a new and revolutionary product with superior feel and design. Our newly reorganized company is in a position to take advantage of the billion dollar golf club markets in the United States and elsewhere. Our stockholders will have the opportunity to participate in this exciting opportunity while, at the same time, receiving equity in two additional high technology companies." Statements, which are not historical facts, are forward-looking statements. The company, through its management makes forward-looking public statements concerning its expected future operations, performance and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. It is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by the Company, include, but are not limited to, government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition and other factors, which may be identified from time to time in the Company's public announcements. --30--MB/bo* CONTACT: For BRL Holdings Dr. Bruce Reeves, 603/641-8443 ext 11 | ||||||||||||||
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