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BRL Holdings Announces Element 21 Golf Company Merger Agreement and the Spin Off of Two Affiliated Sponsored Business Units.


Business Editors/Sports Editors

MANCHESTER, N.H.--(BUSINESS WIRE)--Oct. 2, 2002

BRL BRL

In currencies, this is the abbreviation for the Brazilian Real.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 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 A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. , with headquarters in Houston, Texas “Houston” redirects here. For other uses, see Houston (disambiguation).
Houston (pronounced /'hjuːstən/) is the largest city in the state of Texas and the
. Element 21 Golf is development stage high technology golf equipment company whose technology is based on new alloys made from scandium scandium (skăn`dēəm), metallic chemical element; symbol Sc; at. no. 21; at. wt. 44.9559; m.p. 1,541°C;; b.p. 2,831°C;; sp. gr. 2.99 at 20°C;; valence +3. Scandium is a soft silver-white metal. . 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 inclusive of
prep.
Taking into consideration or account; including.
 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 The shaft of a golf club is the long, cylindrical piece - generally made of steel or graphite - which connects the golfer’s hands to the club head. While hundreds of different designs exist, the primary purpose of the golf shaft remains the same - to provide the player with a  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 stainless steel: see steel.
stainless steel

Any of a family of alloy steels usually containing 10–30% chromium. The presence of chromium, together with low carbon content, gives remarkable resistance to corrosion and heat.
 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 (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of the new Company. Dr. Hearn is a Canadian citizen with her Ph.D. in Civil Engineering from Cambridge University Cambridge University, at Cambridge, England, one of the oldest English-language universities in the world. Originating in the early 12th cent. (legend places its origin even earlier than that of Oxford Univ.  in the United Kingdom. She is also a registered professional engineer. Dr. Hearn is currently a tenured ten·ured  
adj.
Having tenure: tenured civil servants; tenured faculty.

Adj. 1. tenured
 Associate Professor at the University of Windsor History
In 2003, the university marked its 40th anniversary. Its history dates back to the founding of Assumption College in 1857. Originally, Assumption was one the largest colleges associated with the University of Western Ontario.
 and an Adjunct Professor at the University of Toronto Research at the University of Toronto has been responsible for the world's first electronic heart pacemaker, artificial larynx, single-lung transplant, nerve transplant, artificial pancreas, chemical laser, G-suit, the first practical electron microscope, the first cloning of T-cells, . 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 (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
. She has considerable experience in technology transfer, evaluation, and government/industry grants.

Jim Morin Jim Morin (born January 30, 1953 in Washington, D.C.)is a cartoonist who has worked for the Miami Herald since 1978. Morin was awarded the Pulitzer Prize for editorial cartooning in 1996 and was a Pulitzer finalist in both 1977 and 1990.  of Mission Viejo, California “Mission Viejo” redirects here. For other uses, see Mission Viejo (disambiguation).
Mission Viejo (anglicized pronunciation IPA: /ˈmɪʃənviːˈeɪhoʊ/ 
 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 This article describes the early 20th century golfer Tommy Armour. If you are looking for the current golfer, see Tommy Armour III.

Thomas Dickson Armour (September 24, 1894 – September 12, 1968) was a Scottish-American professional golfer.
, 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 United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, competition and other factors, which may be identified from time to time in the Company's public announcements.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 2, 2002
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