ADA-ES Announces 2013 Annual Shareholders Meeting and Reorganization

  ADA-ES Announces 2013 Annual Shareholders Meeting and Reorganization

Business Wire

HIGHLANDS RANCH, Colo. -- March 25, 2013

ADA-ES, Inc. (NASDAQ:ADES) (“ADA” or the “Company”) announced today that it
will hold its annual meeting of shareholders at 9:00 a.m. (local time) on June
13, 2013 at the Company’s offices located at 9135 South Ridgeline Boulevard,
Suite 200, Highlands Ranch, Colorado 80129. At the meeting, ADA shareholders
will be asked, among other things, to consider and vote on a proposal to
approve an agreement and plan of merger among a new holding company
incorporated in Delaware named Advanced Emissions Solutions, Inc. (“ADES”),
ADA and a subsidiary of ADES whereby ADA will merge with the new subsidiary
and become a wholly owned subsidiary of the new holding company. In the
merger, the current ADA shareholders will become stockholders of ADES on a
one-for-one basis, holding the same number of shares and same ownership
percentage after the reorganization as they held immediately prior to the
reorganization. The reorganization is expected to be tax-free for ADA
shareholders. Shareholders of record on April 10, 2013 will be entitled to
attend and vote at the annual meeting on the proposal to approve the merger
agreement, which is more fully described in the proxy statement/prospectus
relating to the meeting.

Upon completion of the reorganization, ADES would replace the present company
as the publicly held corporation and it and its subsidiaries will conduct all
of the operations we currently conduct. The officers of ADES would include the
current President and Chief Executive Officer, Senior Vice President, Chief
Financial Officer and Secretary, Executive Vice President, Chief Operating
Officer, Chief Technology Officer, Vice President and General Counsel and Vice
President of Investor Relations of ADA. The directors of ADA prior to the
reorganization would be the same as the directors of ADES following the
reorganization. We expect that the shares of ADES common stock will trade on
the NASDAQ Capital Market under the ticker symbol “ADES.”

Dr. Michael Durham, President and CEO of ADA, stated, “We believe the name
Advanced Emissions Solutions more accurately reflects the scope of our current
operations and our future direction. Since ADA spun out from Earth Sciences in
2003, we’ve become a prominent player in the pollutant control industry
including emission control technology, equipment and chemicals that reduce
emissions of mercury, CO[2] and other pollutants from coal-fired power plants,
industrial boilers and cement kilns. Implementing the holding company
structure will provide us with strategic, operational and financing
flexibility and, by incorporating ADES in Delaware, we will be in a better
position to take advantage of the flexibility, predictability and
responsiveness that Delaware corporate law provides. We are enthusiastic about
the significant near-term opportunities for the Company in our Refined Coal
business and from the Mercury and Air Toxics Standards rule (“MATS”) and other
emission regulations. We believe the reorganization and new name better
positions the Company to capitalize on these opportunities.”

If approved at the annual meeting, we expect that the reorganization will
become effective on or about July 1, 2013. At the annual meeting, shareholders
will also be asked to elect nine directors, ratify the new auditors, approve
the compensation paid to named executive officers in 2012 by the Company and
approve the frequency upon which the Company will seek a nonbinding advisory
vote to approve compensation paid to named executive officers of the Company.

About ADA

ADA is a leader in clean coal technology and the associated specialty
chemicals, serving the coal-fueled power plant industry. Our proprietary
environmental technologies and specialty chemicals enable power plants to
enhance existing air pollution control equipment, minimize mercury, CO[2 ]and
other emissions, maximize capacity, and improve operating efficiencies, to
meet the challenges of existing and pending emission control regulations.

With respect to mercury emissions:

  *Through our consolidated subsidiary, Clean Coal Solutions, LLC (“CCS”), we
    provide our patented Refined Coal (“RC”) CyClean™ technology to enhance
    combustion of and reduce emissions of NOx and mercury from coals in
    cyclone boilers and our patent pending M-45™ and M-45-PC™ technologies for
    Circulating Fluidized Boilers and Pulverized Coal boilers respectively.
  *We supply Activated Carbon Injection (“ACI”) and Dry Sorbent Injection
    (“DSI”) systems, mercury measurement instrumentation, and related
    services.
  *Under an exclusive development and licensing agreement with Arch Coal, we
    are developing and commercializing an enhanced PRB coal with reduced
    emissions of mercury and other metals.

In addition, we are developing CO[2] emissions technologies under projects
funded by the U.S. Department of Energy (“DOE”) and industry participants.

This press release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, which provides a "safe
harbor" for such statements in certain circumstances. The forward-looking
statements include statements or expectations regarding the anticipated
benefits, timing, tax effect and results of the annual shareholder meeting and
reorganization; and the trading symbol, stock market and directors and
officers of ADES after the reorganization. These statements are based on
current expectations, estimates, projections, beliefs and assumptions of our
management. Such statements involve significant risks and uncertainties.
Actual events or results could differ materially from those discussed in the
forward-looking statements as a result of various factors, including but not
limited to, changes in laws and regulations and legal challenges to them,
reaction of our shareholders to the reorganization proposal and other factors
discussed in greater detail in the proxy statement for the annual meeting and
our other filings with the Securities and Exchange Commission (SEC). You are
cautioned not to place undue reliance on such statements and to consult our
SEC filings for additional risks and uncertainties that may apply to our
business and the ownership of our securities. Our forward-looking statements
are presented as of the date made, and we disclaim any duty to update such
statements unless required by law to do so.

Additional Information

ADES and ADA have filed a registration statement that includes a preliminary
proxy statement/prospectus and other relevant documents in connection with the
proposed Delaware holding company reorganization. ADA SHAREHOLDERS ARE URGED
TO READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DELAWARE HOLDING COMPANY
REORGANIZATION. Investors may obtain a free copy of the preliminary proxy
statement/prospectus and other filings containing information about ADA, ADES
and the proposed reorganization from the SEC at the SEC’s website
athttp://www.sec.gov. In addition, copies of the preliminary proxy
statement/prospectus and other filings containing information about ADA, ADES
and the proposed reorganization can be obtained without charge by directing a
request to ADA-ES, Inc., 9135 South Ridgeline Boulevard, Suite 200, Highlands
Ranch, Colorado, 80129, Attention: Vice President of Investor Relations
(telephone: (888) 822-8617) or accessing them on ADA’s corporate website
atwww.adaes.com.

ADA and its directors, executive officers, certain other members of management
and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of ADA in favor of the proposed Delaware holding company
reorganization. Additional information regarding the interests of potential
participants in the proxy solicitation is included in the preliminary proxy
statement/prospectus and will be included in the definitive proxy
statement/prospectus and other relevant documents that ADA and ADES have filed
and intend to file with the SEC in connection with the annual meeting of
shareholders of ADA.

This press release is being made pursuant to and in compliance with the
Securities Act of 1933, as amended, and does not constitute an offer of any
securities for sale or a solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by means of a
prospectus included in the registration statement and any prospectus
supplement that may be issued in connection with such offering.

Contact:

ADA-ES, Inc.
Graham Mattison, 646-319-1417
Vice President, Investor Relations
graham.mattison@adaes.com
www.adaes.com
 
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