Advanced Emissions Solutions Announces Filing of Registration Statement on Form S-4 in connection with its Proposed Business Combination with Arq Limited

Advanced Emissions Solutions, Inc.

GREENWOOD VILLAGE, Colo., Nov. 07, 2022 (GLOBE NEWSWIRE) — Advanced Emissions Solutions, Inc. (NASDAQ: ADES) (the “Company” or “ADES”), a leader in emissions control solutions for coal-fired power plants industrial and municipal generation water purification markets, today announced that a registration statement on Form S-4 (the “Registration Statement”) has been filed with the Securities and Exchange Commission ( “SEC”) of the United States by Elbert Holdings, Inc. (“New ADES”), a wholly owned subsidiary of ADES, which contains a proxy statement/preliminary prospectus in connection with the proposed business combination previously announced by ADES with Arq Limited (“Arq” and the business combination and related transactions, the “Transactions”). The registration statement, which can be found hereprovides important information about ADES, New ADES, Arq and the proposed transactions, but the registration statement is not yet effective and the information contained herein is subject to change.

On August 19, 2022, ADES entered into a settlement agreement with Arq regarding the proposed transactions. Closing of the transactions is subject to the SEC’s declaration of effectiveness of the registration statement, the approval of the transactions by ADES stockholders, the court’s approval of the Scheme Arrangement shareholders of Arq and other customary closing conditions. Following the closing of the transactions, New ADES is expected to be renamed Advanced Emissions Solutions, Inc. and its common stock will trade on the Nasdaq under the symbol “ADES”.

About Arq Limited

Arq is a private environmental technology company founded in 2015 that has developed a new process for producing specialty carbon products from coal mine waste. Arq has the technology and large-scale manufacturing facilities to produce a microfine hydrocarbon powder, Arq powder™, which can be used as a raw material to produce activated carbon. Arq powder™ can also be used as a mixing additive for the carbon black and asphalt markets. When blended with residual fuel oil for marine transportation or utility fuels for power generation, Arq™ powder offers both a lower cost and an improved environmental footprint. Arq’s products are patent protected with a family of over 70 patents and applications.

About Advanced Emissions Solutions, Inc.

Advanced Emissions Solutions, Inc. serves as the holding entity for a family of companies that provide emissions solutions to customers in power generation and other industries.

ADA brings together ADA Carbon Solutions, LLC, a leading supplier of powdered activated carbon (“PAC”) and ADA-ES, Inc., providers of ADA® M-Prove™ technology. We provide products and services to control mercury and other contaminants in coal-fired power plants and other industrial businesses. Our wide range of complementary products control contaminants and help our customers meet their compliance goals consistently and reliably.

CarbPure Technologies LLC (“CarbPure”), established in 2015, provides high quality PACs and GACs ideally suited for drinking water and wastewater treatment. Our affiliate company, ADA Carbon Solutions, LLC manufactures the products for CarbPure.

Forward-looking statements
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. When used in this press release, the words “may”, “will”, “intend”, “expect”, “believe”, similar expressions and any other statements that are not no historical fact is intended to identify these statements as forward-looking. statements. All statements that address activities, events or developments that ADES intends, expects or believes may occur in the future are forward-looking statements. These forward-looking statements may relate to matters such as business strategy, objectives and expectations regarding transactions (including the expected timing of transactions, future transactions, future performance or results). These forward-looking statements involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements due to a variety of factors, including, but not limited to: uncertainties as to the timing of transactions; the risk that Transactions will not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the completion of the Transactions will not be satisfied or that there will be a waiver; the occurrence of any event, change or other circumstance that may result in the termination of the Transaction Agreement; the effect of the announcement of the Transactions on ADES’s ability to hire key personnel, its ability to maintain relationships with customers, suppliers and others with whom it does business, or its results of operations and its activities in general; the risks of diverting management’s attention from ADES’ ongoing business operations; the ability to meet Nasdaq listing standards after transactions are consummated; costs relating to the proposed Transactions; opportunities for additional sales of our lignite activated carbon products and diversification of end markets; ADES’ ability to meet customer supply requirements; the rate of coal-fired electricity generation in the United States; the timing of new and pending regulations and any legal challenges or extensions to compliance dates therefor; the failure of the US government to enact regulations that benefit our business; changes in laws and regulations; Internal Revenue Service interpretations or guidance, accounting rules, pending court rulings, prices, economic conditions and market demand; impact of competition; the availability, cost and demand for alternative energy sources and other technologies; technical, start-up and operational difficulties; competition within the industries in which ADES operates; loss of key personnel; the continued effects of the COVID-19 pandemic and associated economic downturn on operations and prospects; and other factors relating to our business as described in ADES’ filings with the SEC, with particular emphasis on the risk factor disclosures contained in such filings. You are cautioned not to place undue reliance on forward-looking statements and to consult the filings of ADES and New ADES with the SEC for additional discussions regarding risks and uncertainties that may apply to the business and ownership of ‘ADES and New ADES. ADES titles. Forward-looking statements speak only as of the date of this press release, and ADES undertakes no obligation to update its forward-looking statements to reflect events or circumstances that may occur after the date of this press release.

This press release does not contain all the information that should be taken into account concerning the proposed transactions submitted to the vote of the special meeting of shareholders and is not intended to provide the basis for any investment or any other decision relating to the operation. Shareholders are encouraged to read any proxy statements prepared in connection with the transaction.

Further information

This press release concerns a proposed business combination between ADES and Arq. In connection with the proposed transactions, New ADES has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement/preliminary prospectus, which will be both the proxy statement to be distributed to ADES shareholders in connection with its solicitation of proxies for the vote of ADES shareholders with respect to the business combination and other matters that may be described in the Registration Statement, as well as the preliminary prospectus relating to the offer and sale of the securities by New ADES to be issued to the shareholders of ADES in the Operations. Following the effective statement of the registration statement, ADES will mail a definitive proxy statement/prospectus and other relevant materials to its shareholders. This press release does not contain all the information that should be taken into account concerning the proposed Transactions and is not intended to constitute the basis of an investment decision or any other decision relating to the Transactions. ADES shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the registration statement and its amendments, together with the definitive proxy statement/prospectus and other documents that will be filed in connection with the proposed Transactions, as these documents contain and will contain important information about ADES, New ADES, Arq and the proposed Transactions.

When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Transactions will be mailed to ADES shareholders on a record date to be set for voting on the proposed Transactions. Documents relating to the Proposed Transactions (when available) may be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when available) may also be obtained free of charge by contacting us at 8051 E Maplewood Ave, Ste 210, Greenwood Village, CO 80111, Attn: General Counsel.

No offer or solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities, nor a solicitation of a vote or approval, and there will be no sale of securities in any jurisdiction in which such an offer , solicitation or sale be unlawful prior to registration or qualification under the securities laws of any of these jurisdictions. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the solicitation

This communication does not constitute a solicitation of a proxy from any holder of securities. ADES and its directors, officers, other officers and employees may be considered participants in the solicitation of proxies from ADES shareholders in connection with the proposed Transactions. Information regarding the names and interests in the proposed transaction of the directors and officers of ADES is contained in the filings of ADES and New ADES with the SEC. Additional information regarding the interests of potential participants in the solicitation process is included in the registration statement and other relevant documents when filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Source: Advanced Emissions Solutions, Inc.

Investor contacts:

Alpha IR Group
Ryan Coleman or Chris Hodges
312-445-2870
[email protected]