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.