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Material Technologies, Inc. Completes Transaction with Birchington Investments Limited for the Sale of 5,850,000 Shares of Common Stock.


LOS ANGELES -- Material Technologies, Inc. ("MATECH") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:MTNA MTNA Music Teachers National Association
MTNA Middle Tennessee Nursery Association (McMinnville, Tennessee) 
) announced today that it has completed a transaction with Birchington Investments Limited, a corporation organized under the laws of the British Virgin Islands British Virgin Islands

A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700.

Noun 1.
 ("Birchington"). In the transaction, Birchington purchased 5,850,000 shares of the restricted Common Stock of MATECH, in exchange for 5,850,000 Ordinary Shares of Birchington, calculated on the basis of a $1.00 US per share valuation. Birchington's Ordinary Shares were recently listed on the Irish Stock Exchange The Irish Stock Exchange (ISE) (Irish: Stocmhalartán na hÉireann) is Ireland's stock exchange, formed through the merger of the Cork and Dublin exchanges, both of which have existed as far back as 1793.  in Dublin, Ireland. Birchington is a newly formed company which was formed for the specific purpose of investing in United States small cap companies which Birchington believes to have long term growth potential. MATECH will hold the Birchington shares in Bandstore Limited, a newly formed British corporation, which is a wholly-owned subsidiary of MATECH.

"Should we be able to sell or borrow on the Birchington shares from time to time, this would provide added liquidity and expansion capital for the Company. The amount of proceeds from the sale of the shares of Birchington stock is uncertain and contingent on market conditions," said Robert M. Bernstein Robert M. Bernstein, M.D., F.A.A.D., is Clinical Professor of Dermatology at the College of Physicians and Surgeons of Columbia University in New York. Dr. Bernstein is recognized for his pioneering work in Follicular Unit Transplantation and Follicular Unit Extraction.

Dr.
, 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 MATECH.

Birchington has entered into a "lock-up" agreement with MATECH pursuant to which it has agreed not to sell, transfer, or assign the shares of MATECH Common Stock, which it received as a result of this transaction, for a period of one year from the Closing date.

An additional 1,755,000 shares of MATECH Common Stock will be held in escrow for one year following the Closing. This is thirty percent (30%) of the number of shares being purchased by Birchington. In the event that the average of the ten (10) closing bid prices per share during the ten (10) trading days immediately preceding the one year anniversary date of the closing, is less than the per share market price of the MATECH Common Stock as of the date of the Closing ($1.00), Birchington shall be entitled to purchase out of escrow a percentage of the escrowed shares Escrowed Shares

Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives.
 equal to the percentage of such decline for a price of $.01 per share. The escrowed remaining shares, if any, will be returned to MATECH. The escrow agent escrow agent n. a person or entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions. Typically the agent is a person (commonly an attorney), escrow company or title company, depending on local practice. (See: escrow)  is Gottbetter and Partners, a New York law firm.

MATECH is engaged in the research and development of metal fatigue detection, measurement, and monitoring technologies. As such, the Company has developed a suite of devices for the non-destructive testing (NDT NDT Newfoundland Daylight Time ) of metal fatigue and monitoring of structural integrity. These technologies can be applied in virtually any industry in which metal is a significant structural component; i.e.: Bridges, Aerospace, Turbine Engines, Oil & Gas, Construction, Shipping, etc.

Safe Harbor Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995: Statements in this document looking forward in time involve risks and uncertainties, and therefore actual results may be materially different. Factors that could cause actual results to differ include activity levels in the securities markets and other risk factors such as customer order rates, cancellations, late delivery of customer components, late system delivery, production delays, dependence upon certain customers, dependencies upon key executives, competition, product liability risk, control by management, development of new competing technology, and other risks detailed in the applicable U.S. Securities and Exchange Commission requirements.
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Publication:Business Wire
Date:Jun 13, 2005
Words:543
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