EVERGREEN ENERGY (EEE)

PROXY STATEMENT

        The enclosed proxy is solicited by our Board of Directors for use at the 2009 Annual Meeting of Stockholders of Evergreen Energy Inc., a Delaware corporation, to be held on Thursday, May 7, 2009, at 9:00 a.m., MDT, at our executive offices located at 1225 17^th Street, Suite 1300, Denver, Colorado 80202, and at all postponements, continuations or adjournments thereof. We are first mailing this Proxy Statement and the enclosed proxy card on April 15, 2009, to persons who were stockholders at the close of business on March 13, 2009, the record date for the Annual Meeting. In this Proxy Statement, we use the terms "Evergreen," "we," "our," and "us" to refer to Evergreen Energy Inc.

VOTING PROCEDURES

        You are entitled to vote at the Annual Meeting all shares of our common stock that you held as of the close of business on the record date. Each share of common stock is entitled to one vote with respect to each matter properly brought before the Annual Meeting. On March 13, 2009, the record date, there were 125,858,400 shares of common stock outstanding.

        The presence in person or by proxy of a majority of our outstanding shares of common stock, $.001 par value, entitled to vote at the Annual Meeting is necessary to provide a quorum for the transaction of business at the meeting. Your shares can only be voted if you are present in person or are represented by returning a properly signed proxy. Your vote is very important. Whether or not you plan to attend the meeting in person, please sign and promptly return the enclosed proxy card, which requires no postage if mailed within the United States. All signed and returned proxies will be counted towards establishing a quorum for the meeting, regardless of how the shares are voted.

        Shares represented by proxy will be voted in accordance with your instructions. You may specify your choice by marking the appropriate box on the proxy card. If your proxy card is signed and returned without specifying choices, your shares will be voted "FOR" the nominees for director, "FOR" the ratification of the selection of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year ending December 31, 2009, and as the individuals named as proxy holders on the proxy deem advisable on all matters as may properly come before the Annual Meeting. You may revoke your proxy at any time prior to the exercise thereof by submitting another proxy bearing a later date, by giving written notice of revocation to us at our address, or by voting in person at the Annual Meeting. Any notice of revocation sent to us must include your name and must be received prior to the meeting to be effective. Votes cast by proxy will be tabulated by an automated system administered by Interwest Transfer Company, Inc., our transfer agent. Votes cast by proxy or in person at the meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting.

        If you hold your shares in "street name" through a broker or other nominee and you do not give voting instructions at least ten days before the meeting to your broker or other nominee, then your broker or other nominee may exercise voting discretion only with respect to matters considered to be "routine" by the New York Stock Exchange. On non-routine matters, the brokers or other nominees

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cannot vote your shares absent voting instructions from the beneficial holder, resulting in so-called "broker non-votes." Broker non-votes are not deemed to be votes cast, and as a result have no effect on the outcome of any matters presented, but will be counted in determining whether there is a quorum.

        No stockholder of Evergreen Energy Inc., regardless of how you vote your shares on any proposal,will be entitled to appraisal rights or the right to receive cash for shares under Delaware law or otherwise. At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

VOTE REQUIRED

PROXY STATEMENT

The enclosed proxy is solicited by our Board of Directors for use at the 2007 Annual Meeting of Stockholders of Evergreen Energy Inc., a Delaware corporation, to be held on Tuesday, May 8, 2007, at 11:30 a.m., MDT, at our Fort union plant located at 3574 Garner Lake Road, Gillette, Wyoming 82716, and at all postponements, continuations or adjournments thereof. We are first mailing this Proxy Statement and the enclosed proxy card on March 30, 2007, to persons who were stockholders at the close of business on March 16, 2007, the record date for the Annual Meeting. In this Proxy Statement, we use the terms “Evergreen,” “we,” “our,” and “us” to refer to Evergreen Energy Inc.

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors of KFx Inc. for use at a Special Meeting of the Stockholders (the “Special Meeting”) of KFx Inc., a Delaware corporation (the “Company”) to be held on Thursday, November 9, 2006 at 10:00 a.m. mountain standard time at the Company’s corporate headquarters located at 55 Madison Street, Suite 500, Denver, Colorado 80206, and all postponements, continuations or adjournments thereof. This Proxy Statement and the enclosed proxy were first furnished to our stockholders on or about October 10, 2006. In this Proxy Statement, we use the terms “Company,” “KFx,” “we,” “our,” and “us” to refer to KFx Inc.

PROXY STATEMENT

                The enclosed proxy is solicited by the Board of Directors of KFx Inc. for use at the 2005 Annual Meeting of the Stockholders (the “Annual Meeting”) of KFx Inc., a Delaware corporation (the “Company” or “KFx”) to be held on Tuesday, June 21, 2005 at 1:00 p.m. local time at our executive offices located at 55 Madison Street, Suite 745, Denver, Colorado 80206, and all postponements, continuations or adjournments thereof.  This Proxy Statement and the enclosed proxy were first furnished to our stockholders on or about May 3, 2005.