The Dissident Shareholders of EMS

March 03, 2005 11:08 ET

EMS Dissident Shareholders Seek to Protect Shareholders' Rights to Vote



MARCH 3, 2005 - 11:08 ET

EMS Dissident Shareholders Seek to Protect
Shareholders' Rights to Vote

TORONTO, ONTARIO--(CCNMatthews - March 3, 2005) - The Dissident
Shareholders of Environmental Management Solutions Inc. (TSX: EMS)
announced today that they have filed court affidavits designed to ensure
that the Special Meeting of EMS shareholders is held as scheduled on
March 17, 2005, at 2:00 p.m. (Mountain time) at The Westin Calgary, 320
4th Avenue SW, Calgary, Alberta.

The meeting was called because they have completely lost confidence in
the current board of directors. The drastic change in the vision,
direction and strategy of the company has been disastrous for all
shareholders. This vote on March 17, 2005 is all about shareholder
democracy. They believe the current board is attempting to delay the
Special Meeting in order to allow time to continue with the strategy of
selling off core assets and divisions of EMS. The Dissident Shareholders
believe that this is the wrong strategy for the company and will only
continue the process of eroding shareholder value. On January 20, 2004,
the day the current board was announced, EMS' shares traded at $3.60 per
share. The share price as of the close of trading on the Toronto Stock
Exchange on March 2, 2005 was $0.78 per share, a reduction of 78%.

The shareholders of EMS must be given the right to elect a slate of
directors that will immediately fix the critical financial state of EMS
and put appropriate bonding in place so that EMS can bid on significant
contracts. Unless the March 17, 2005 meeting proceeds, a new board is
elected and appropriate financing is put in place, EMS will lose the
opportunity of submitting bids for millions of dollars in contracts and
EMS and its shareholders' interests will be further irreparably damaged.

EMS has publicly stated that it will not be able to resolve the
financial or bonding issues until after April 29, 2005. On the contrary,
the dissident shareholders have already secured a financing commitment
and have made arrangements to resolve the bonding issues immediately
upon the new board being elected. This will put EMS in a position to bid
on multi-million dollar contracts available in the critical time period
between March 17 and April 29, 2005. The financing and bonding issues
must be addressed immediately, making an early meeting an absolute

The financing arranged by the Dissident Shareholders does not have a
"Change of Control Clause" as does the Wellington Financial Fund II now
in place in favor of the current board. The Dissident Shareholders
believe that anti-takeover defenses are contrary to good corporate
governance and not in the best interest of the shareholders.

The Dissident Shareholders Group was formed in December 2004, comprising
a number of independent individuals. The Dissident Shareholders were in
the process of requesting the special meeting and asked Mr. Frank
D'Addario to join the group. The proposed board includes Tony DiFruscio,
Robert Palumbo, Jerry Korab, Andy Panko, Darrin McMullin and Dennis

The Dissident Shareholders believe that EMS' present business model has
changed so drastically that it no longer supports the total solutions
approach but rather has become an organization with a loss of identity,
direction and vision. The Dissident Shareholders believe in the original
vision and strategy upon which EMS was founded, to become a national
integrated service provider to the environmental remediation industry.
This strategy was developed to take advantage of the window of
opportunity in the industry created by customers searching for national
suppliers to deal with their environmental issues and the growing need
for soil treatment facilities and organic waste treatment sites. EMS was
built to offer full environmental services on a national basis through
regional strengths.

This press release does not constitute a proxy solicitation.


Contact Information

    The Dissident Shareholders of EMS
    Frank D'Addario
    (613) 292-6057
    The Dissident Shareholders of EMS
    Robert Palumbo
    (416) 245-8912
    Kingsdale Shareholder Services Inc.
    Toll-Free: 1-866-749-5464