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ADA-ES Announces 2013 Annual Shareholders Meeting And Reorganization

Stocks in this article: ADES

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.”

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