Arch Coal to Invest $1.3 Million In ADA-ES.Energy Editors/Business Editors LITTLETON, Colo.--(BUSINESS WIRE)--July 17, 2003 ADA-ES, Inc., a subsidiary of Earth Sciences, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ESCI ESCI Environmental Science eSCI Enhanced Serial Communication Interface ESCI Extension Start Code Identifier ), today announced that it has signed a $1.3 million Securities Subscription and Investment Agreement with Arch Coal Arch Coal (NYSE: ACI) is a United States coal mining and processing company. The company mines, processes, and markets bituminous and sub-bituminous coal with low sulfur content in the United States. Arch Coal is the second largest supplier of coal in the U.S. , Inc. (NYSE NYSE See: New York Stock Exchange :ACI ACI American Concrete Institute ACI Arch Coal Inc ACI Airports Council International (formerly Airport Associations Coordinating Council) ACI Automobile Club d'Italia ACI American Competitiveness Initiative ), subject to completion of the spin-off of ADA-ES as a separate public company and certain other conditions. The second largest coal producer in the U.S., Arch Coal is a joint venture partner of ADA-ES and has provided financial support on several mercury control programs. Pursuant to the investment agreement, Arch is expected to purchase, shortly after the spin-off, (1) a $300,000 convertible debenture Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. from the Company (the "Debenture"), (2) $1.0 million of common stock, and (3) options to purchase 50,000 additional shares of common stock. $300,000 of the proceeds from the Arch investment will be used to reduce indebtedness of Earth Sciences to be assumed by ADA-ES upon completion of the spin-off. The price per share for the $1.0 million of ADA-ES common stock would be the lesser of ten times 200% of the 20-day average price of the Earth Sciences common stock before completion of the spin-off or $10 per share. Following completion of the spin-off and the Arch investment, there are expected to be approximately 3.6 million shares of ADA-ES outstanding. As part of the terms of the transaction, Arch will appoint a member to ADA-ES' Board of Directors. In January 2002, ADA-ES and Arch entered into a joint venture to market ADA-ES' product, ADA-249, to cyclone-fired power plants. ADA-249 enables these plants to burn less expensive coal (Powder River Basin The Powder River Basin is a region in southeast Montana and northeast Wyoming about 120 miles east to west and 200 miles north to south known for its coal deposits. It is both a topographic drainage and geologic structural basin. "PRB PRB Pharmaceutical Resources Branch " coal), enhance operational flexibility and improve the marketability of combustion by-products, all without increasing emissions. The JV provides Arch's customers with a long-term package of PRB coal, the ADA-249 chemical and, if needed, the required injection equipment. Dr. Michael Durham, President of ADA-ES, stated, "We are pleased to further strengthen our relationship with Arch as we pursue mutual interests. ADA-ES has a reputation for developing cost-effective and innovative technology to reduce mercury emissions from coal-fired boilers. We look forward to consummating the investment after the spin-off, which we expect to complete in the next 60 days." "The use of coal creates tremendous advantages for the U.S. economy in the form of lower energy costs, greater energy independence, and increased competitiveness in the global arena," said John W. Eaves, Arch Coal's Executive Vice President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. . "At the same time, new technologies have made coal an increasingly clean fuel source for electricity generation. We are enthusiastic about the work that ADA-ES is doing in an effort to achieve even greater advances in emissions control technology." Coal is the source of approximately 50% of the electricity that Americans use each day. Additional information on Arch's investment, including pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma financial information, is available in ADA-ES' Form 10-SB, as amended, filed with the Securities and Exchange Commission on March 24, 2003. About Arch Coal Arch Coal is the nation's second largest coal producer with subsidiary operations in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah. Through these operations, Arch Coal provides the fuel for approximately 6 percent of the electricity generated in the United States. About ADA-ES Headquartered in Littleton, Colorado, ADA-ES, Inc., a subsidiary of Earth Sciences, develops and implements proprietary environmental technology and specialty chemicals that mitigate the environmental impact from electric power and industrial companies while reducing operating costs. This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for such forward-looking statements in this document that are based on information the Company believes reasonable, but such projections and statements involve significant uncertainties. Actual events or results - including predicted revenues and achievement of positive cash flow -- could differ materially from those discussed in the forward-looking statements as a result of various factors including but not limited to changing market demand for ADA-ES chemicals and systems and changes in technology, laws or regulations, demand for the company's securities, and other factors discussed in the company's 2002 filings with the Securities and Exchange Commission. |
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