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ADA-ES Shareholders Approve the Private Placement and Stock Issuance Plan Proposals
Monday, December 08, 2008 8:48 AM


Approval Represents Another Key Milestone in Company’s Mercury Control Plan

ADA-ES, Inc. (NASDAQ: ADES) today announced that at the Special Meeting of Shareholders held Friday, ADA-ES (“ADA”) shareholders approved both the Private Placement Proposal and the Stock Issuance Plan Proposal.

Under the Private Placement Proposal, the Company is authorized to issue and sell 1,800,000 shares of its “Series A” Convertible Preferred Stock and 1,800,000 shares of “Series B” Convertible Preferred Stock to Energy Capital Partners I, LP and its affiliated funds (ECP). The Company will use the net proceeds to provide further funding for the construction of its activated carbon (“AC”) manufacturing facility through its joint venture with ECP. The purchase price of the “Series A” Convertible Preferred Stock is above market at $9.37 per share (an aggregate of $16.9 million in gross proceeds). The purchase price of the “Series B” Convertible Preferred Stock will be based on a 10% discount to market prices 10 trading days before and 9 trading days after the initiation of the second tranche of funding for the joint venture, but will not exceed $16.50 per share (an aggregate of $29.7 million maximum in gross proceeds). The sale of the preferred stock is expected to close in the first quarter of 2009, simultaneously with the debt financing being placed for the project.

ADA-ES shareholders also approved the Stock Issuance Plan Proposal which allows the Company to issue up to 1,000,000 shares of ADA’s common stock in such amounts and on the terms and conditions determined by ADA's Board in order to provide additional funding for the AC facility. Dr. Michael Durham, President and CEO of ADA-ES, commented, “We are very pleased with the outcome of our shareholders’ meeting, and our investors’ vote of confidence in our business plan. With the arrangements in place with ECP and the expected funding from the Private Placement, we are continuing to achieve the milestones necessary to complete the construction and begin operation of North America’s largest AC plant by mid-2010. We are pleased with progress on a number of fronts. At the building site we have been laying concrete and steel for the foundations for the multi-hearth furnaces to start their installation this month. Because of the progress on the financing and construction of the plant, we have received positive indications from customers with whom we are negotiating off-take contracts for AC to supplement the $160 million in contracts already secured.”

Dr.



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