Golden Moor Inc.

CNSX : MUD


Golden Moor Inc.

February 28, 2013 16:59 ET

Golden Moor Inc. Announces Change of Control and New Management

CASSLEMAN, ONTARIO--(Marketwire - Feb. 28, 2013) - (CNSX:MUD) Golden Moor Inc. ("Golden Moor" or the "Company"), a company listed on the Canadian National Stock Exchange (the "Exchange"), is pleased to announce that it has completed a transaction whereby Sunrae Environmental LLC of 103 Dexters Run Mt. Juliet, Tennessee, USA 37122 ("Sunrae" or the "Purchaser") has become the controlling shareholder of the Company. Pursuant to a share purchase agreement dated as of December 19, 2012 (the "Purchase Agreement") between the Company, the Purchaser and Marc Saint-Onge (the "Vendor"), the Purchaser had agreed to purchase 73,110,000 common shares in the capital of the Company (the "Purchased Shares") from the Vendor subject to the satisfaction of certain conditions (the "Transaction"). Upon the closing of the Transaction, the Purchaser now holds approximately 71.26% of the Company's issued and outstanding common shares. Michael Schieck is the controlling shareholder of the Purchaser and Mr. Schieck has also become the President and Chief Executive Officer and a Director of the Company.

The Change of Control

Pursuant to the Purchase Agreement, the Purchaser agreed to assume certain debts of the Company and related parties in the aggregate amount of $215,767, resulting in a deemed purchase price of $0.003 per share, in return for the purchase of the Purchased Shares in a private transaction. As the Transaction was deemed to be an exempt takeover bid pursuant to applicable Ontario securities laws, the Purchased Shares were subject to the prospectus exemption available pursuant to section 2.16 of National Instrument 45-106, Prospectus and Registration Exemptions.

The purchase of the Purchased Shares by the Purchaser was made to effect a change of control of the Company. The Purchaser or Mr. Schieck may increase or decrease their investment in the Company depending on market conditions or any other relevant factors. The Purchaser has filed an early warning report describing the above transactions with applicable Canadian securities regulators, a copy of which will be available under Golden Moor's profile at www.sedar.com.

Change in Management and the Board

In addition to the completion of the sale of the Purchased Shares to the Purchaser, the Transaction also involves the resignation of the current directors and officers of the Company and the replacement thereof by a new management team comprised of Michael Schieck as President and Chief Executive Officer, Ernest Matton as Corporate Secretary and Barry Schieck as Chief Financial Officer (the "New Management Team"). In addition, a new board of directors of the Company has been appointed, consisting of Michael Schieck, Ernest Matton, Gerald Wood, Barry Schieck and Andre Girão.

The New Management Team intends to continue to focus Golden Moor on the production and distribution of health products.

The appointment of all of these individuals to the New Management Team and the Company's board of directors is subject to the approval of the Exchange and the Exchange's completion of their review of their respective personal information forms.

Biographies of the New Management Team and Board of the Company

Michael Schieck

Michael Schieck has been appointed as the President and Chief Executive Officer and the chairman of the board of directors of Golden Moor. He is also the founder and controlling shareholder of Sunrae Environmental LLC, a privately held company. Mr. Schieck has worked in the sales and marketing field for over 15 years. He has held several managerial positions including quality control manager at a tier one supplier to the automotive industry, and run several private businesses.

Ernest Matton

Ernest W. Matton has been appointed as the Corporate Secretary and as vice-chairman of the board of directors of Golden Moor. Mr. Matton has worked in the healing and wellness field for over 25 years and has served on several boards of directors, such as Connex Ontario, Chi Gamick C.H.C. Community Health Centre, La Clé D'la Baie, C.F.R.H. La Vague, the C.A.C.C.F. (Canadian Addiction Counsellors Certification Federation) and as a member of the Certification Committee, Rosewood Shelter and founder of CAFNAB program for youth.

In such positions, Mr. Matton has been responsible for establishing market strategies, growing revenue and achieving profitable results.

Barry Schieck

Barry Schieck has been appointed as the Chief Financial Officer and a member of the board of directors of Golden Moor. Mr. Schieck has several years of experience in the financial field, including acting as financial software consultant for the province of Prince Edward Island, Accounting, Payroll & Computer Instructor at CompuCollege and MicroAge in Charlottetown, P.E.I., training specialist at Ceridian Canada Ltd., in Charlottetown, P.E.I., controller at manufacturing and service company Canadian Diamant Boart Ltd. in Calgary, Alberta and as auditor at Winspear, Higgins, Stevenson in Sarnia, Ontario.

Gerald Wood

Gerald Wood has been appointed to the board of directors of Golden Moor. Mr. Wood has broad experience in developing sales strategy, creating high performance sales ecosystems, and implementing measurable sales. He also has shown the ability to identify strategic growth opportunities within vertical markets, develop relationships with Fortune 1000 customers and build sales channels. Mr. Wood is effective in influencing internal teams across multiple organizational lines to achieve desired sales results.

Prior to joining the Company, Mr. Wood participated in the growth of 20-20 Technologies Inc. for over 20 years. holding senior positions including Vice President, Sales & Marketing and Vice President, Manufacturer Sales, where he was instrumental in developing a worldwide sales team and managing major accounts including The Home Depot, Lowes, Sears and Menards.

Andre Girão

Andre Girão has been appointed as a member of the board of directors of Golden Moor. Mr. Girão has been working in the financial area for over 15 years with a proven track record in business management and financial management. He currently holds the Chief Financial Officer position of a holding company in Portugal with several projects in renewable energy, mainly in Europe, and is starting the development of new projects in the United States.

Sunrae Environmental, LLC.

Sunrae Environmental, LLC is a is a privately owned clean technology company based in Tennessee, United States with a business focus on the development and management of Municipal Solid Waste ("MSW') and the manufacture and sale of eco-friendly engineered products. The Purchaser also proposes to launch a premier facility to convert MSW to a profitable enterprise. Through the implementation of proprietary technologies complemented by proven technologies, Sunrae intends to establish itself as an industry leader while creating jobs and establishing a successful model for sustainability and innovation.

Sunrae is managed by a team of professionals with a broad range of technical and operations expertise headed by Michael Schieck as Chief Executive Officer.

Golden Moor Inc.

Golden Moor is a public company whose mission for the past 20 years has been to improve global health with natural products, special equipment and personal services. It has developed over 89 recipes derived from moor mud with uncommonly high humic acid content. In 1994, the Golden Moor brand was officially launched and Golden Moor opened a 5,000 square foot manufacturing plant. In 1998, the Corporation began selling directly to consumers. In 2007, it implemented a full-fledged affiliate program through an online web interface before going public in December, 2010. Most recently, the Company has been working on developing their "BLK Oxygen Spring water" product.

Forward-Looking Statements

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include, among other things, the intention to undertake further actions with respect to the growth and development of the business of the Company. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Company.

Neither the Canadian National Stock Exchange nor any securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • For a copy of the early warning report of the Purchaser
    with respect to the Transaction, please contact:
    Golden Moor Inc.
    Michael Schieck
    President and Chief Executive Officer
    (613) 764-6667