Blank Bank Deposit Forms

Li3 Energy and Blue Wolf Mongolia Holdings Corp. Enter into Merger Agreement.

Blue Wolf Commences Tender Offer to Purchase Up to 1,467,970 of its
Ordinary Shares

SANTIAGO, Chile
 ), is the capital of Chile, and the center of its largest conurbation (Greater Santiago).
, May 21, 2013 /PRNewswire/ — Li3 Energy, Inc.,
(
OTC

See over-the-counter market (OTC).
.BB.LIEG)(“Li3″”), a US-listed and South
America-based global exploration company in the lithium and minerals
sector, and Blue Wolf Mongolia Holdings Corp. (
NASDAQ

: MNGL)(“Blue
Wolf”), a
British Virgin Islands

A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700.

Noun 1.
 
blank check

 company formed for the
purpose of effecting a business combination, announced their entry into
an Agreement and Plan of Merger for an initial business combination.
Upon closing of the Agreement and Plan of Merger and the transactions
contemplated thereby (the “Transaction”), Li3 will merge with
and into a
wholly owned subsidiary

 of Blue Wolf with Li3 surviving the
Transaction. Depending on the timing and process of regulatory reviews
and Li3 obtaining its requisite shareholder approval, the Transaction is
expected to be completed on or before July 22, 2013. Following the
closing, Blue Wolf intends to change its name to Li3 Energy Corp. and
continue to list its securities on the
NASDAQ Capital Market

 (“NASDAQ”), subject to satisfying NASDAQ’s initial
listing criteria. Li3 Energy Corp. intends to apply to list its
securities on the
TSX Venture Exchange

. There are no assurances that Li3
Energy Corp. will be successful in listing or maintaining its securities
on either NASDAQ or the TSX Venture Exchange.

Luis Saenz,
CEO

 of Li3, stated: “We are very pleased to have
entered into this agreement with Blue Wolf. We believe the Transaction
will enable Li3 to continue advancing its lithium projects in Chile and
become a low cost producer and consolidator in the lithium industry. We
continue to explore strategies to advance our Maricunga Project, and
this Transaction demonstrates our continued efforts towards that end. We
look forward to working together with Blue Wolf to close the Transaction
between our two companies.”

Lee Kraus, Chairman and CEO of Blue Wolf observed, “A merger
with Li3 provides our investors with a unique opportunity to participate
in the exciting growth outlook for the lithium industry driven by
accelerating lithium consumption from electric and hybrid vehicles and
electricity distribution smart grids, as well as the already strong
lithium demand from smartphones and tablets.”

Li3’s existing management team, including Luis Saenz, CEO, Luis
Santillana,
CFO

, and Marc Lubow,
EVP
 Valve Position Sensor
EVP Electronic Voice Phenomenon
EVP Europäische Volkspartei
EVP Employee Value Proposition
, will lead Li3 Energy Corp. post
closing. The Li3 Energy Corp. board of directors will be comprised of 7
members, including four directors nominated by Li3 and three directors
nominated by Blue Wolf.

Upon the consummation of the Transaction (the “Effective
Time”), holders of outstanding Li3 common stock will receive one
(1) ordinary share of Blue Wolf for every two hundred fifty (250) shares
of Li3 common stock held by such shareholders (the “Merger
Consideration”). Each option and warrant to purchase shares of Li3
common stock outstanding immediately prior to the Effective Time will be
converted into a right to acquire shares of Blue Wolf at a similar
exchange rate.

At the closing of the Transaction, Blue Wolf will retain a minimum
of $5.0 million and a maximum of $19.4 million of proceeds from its
trust account, net of payments for Blue Wolf’s purchase of shares
in its Tender Offer and transaction-related expenses. Li3 Energy Corp.
expects to use these proceeds to repay Li3’s short-term debt as
well as for acquisition payments and working capital, including
implementing its development plan to advance its lithium projects in
Chile towards
a Feasibility Study

 and commercial scale. It also expects
to use the
net proceeds

 from the Transaction to continue exploring joint
venture opportunities in other synergistic “grandfathered”
lithium properties within Maricunga.

The consummation of the Transaction is conditioned upon, in addition
to customary closing conditions, among other things: (i) the successful
completion of a tender offer in accordance with the terms and conditions
set forth in the offer to purchase (the “Offer to Purchase”)
and related documents to be filed by Blue Wolf with the SEC in
connection with the Tender Offer, (ii) the effectiveness of Blue
Wolf’s registration statement on Form F-4 registering the Merger
Consideration, (iii) the approval and adoption by the shareholders of
Li3 of the Agreement and Plan of Merger and the transactions
contemplated thereby and (iv) Blue Wolf retaining no less than $5.0
million in cash subsequent to the completion of the Tender Offer and
payment of fees and expenses related thereto.

Regulatory Procedures and Shareholder Approval

Blue Wolf’s shareholders are not required to approve the
Transaction. Li3 will separately solicit its shareholders, and convene a
meeting of its shareholders, for approval of the Agreement and Plan of
Merger and the transactions contemplated thereby. Blue Wolf will file a
registration statement on Form F-4 with the SEC to register the
distribution of the Merger Consideration to Li3’s shareholders. The
registration statement, which will include a proxy statement/prospectus
for Li3’s shareholders, must be declared effective by the SEC
before Li3’s shareholders can approve the Transaction.

The Transaction has received unanimous approval by the board of
directors of both Li3 and Blue Wolf. Upon closing, Blue Wolf’s
sponsor will forfeit 80% of its sponsor shares and 80% of its sponsor
warrants and remain subject to its existing
lockup agreement

A contractual offer of valuable assets or stock made by a takeover target to the suitor deemed most acceptable to management. A lockup agreement tends to discourage unwanted suitors, but it may penalize the target firm’s stockholders because
. Based on
its discussions with
POSCO

 and other large shareholders, Li3’s
management expects Li3 to meet the following closing conditions in
support of the Transaction: 1) Li3 shareholders holding at least 51% of
Li3’s shares, including POSCO and Li3’s officers and
directors, will execute support and
lockup

 agreements, and 2) POSCO will
execute a new investor rights agreement with Li3 and Blue Wolf.

Commencement of Blue Wolf Tender Offer

In connection with the Transaction, Blue Wolf announced today the
commencement of a tender offer to purchase up to 1,467,970 shares of its
issued and outstanding ordinary shares, no par value, at a per share
price of $9.97 (the “Tender Offer”). On May 20, 2013, the
closing price of Blue Wolf’s ordinary shares on NASDAQ was $10.75
per share. The Tender Offer will expire at 5:00 p.m.
New York City
 see New York, city.


New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time
on June 19, 2013, unless extended by Blue Wolf (the ”
Expiration
Date

“). Shareholders are urged to obtain current market quotations
for the ordinary shares before deciding whether to tender their ordinary
shares.

Blue Wolf’s board of directors recommends that existing
shareholders not tender their ordinary shares after they review the
Offer to Purchase which is being filed with the SEC and which will be
distributed to shareholders.

If more than 1,467,970 ordinary shares are validly tendered and not
properly withdrawn, Blue Wolf may exercise, at any time and in its
discretion, its right to, in accordance with the rules of the SEC, amend
the Tender Offer to purchase up to an additional 2% of its outstanding
ordinary shares, without extending the Expiration Date. However, if more
than 1,467,970 shares are validly tendered and not properly withdrawn,
and Blue Wolf does not exercise its right to accept such additional
shares for purchase, or if Blue Wolf is unable to satisfy the conditions
to the Agreement and Plan of Merger, Blue Wolf may amend, terminate or
extend the Tender Offer.

Tenders of Blue Wolf ordinary shares must be made prior to the
Expiration Date, and may be withdrawn at any time prior to the
Expiration Date. The Tender Offer is subject to conditions and other
terms set forth in the Offer to Purchase and related Tender Offer
materials. In particular, the Tender Offer is conditioned on Blue
Wolf’s reasonable judgment that the Transaction is capable of being
consummated contemporaneously with the Tender Offer. If Blue Wolf
terminates the Tender Offer, it will not (i) purchase any ordinary
shares pursuant to the Tender Offer or, (ii) consummate the Transaction
with Li3.

Blue Wolf’s board of directors has unanimously; (i) approved
the making of the Tender Offer, (ii) declared the advisability of the
Transaction and approved the Agreement and Plan of Merger and the
transactions contemplated thereby, and (iii) determined that the
Transaction is in the best interests of the shareholders of Blue Wolf.
Blue Wolf shareholders who tender their ordinary shares in the Tender
Offer will not be participating in the Transaction because they will no
longer hold any such ordinary shares of Li3 Energy Corp., which will be
the public holding company for the operations of Li3 following the
consummation of the Transaction.

Morrow & Co.,
LLC

 is acting as the information agent for the
Tender Offer, and the
depositary

 is Continental Stock Transfer &
Trust Company. The Offer to Purchase, a
letter of transmittal

 and
related documents are being prepared for mailing today to Blue
Wolf’s shareholders of record and will be made available for
distribution to beneficial owners of Blue Wolf’s ordinary shares as
soon as practicable. For questions and information, please call the
information agent toll free at (800) 662- 5200 (banks and brokers call
(203) 658-9400).

This announcement is for informational purposes only and does not
constitute an offer to purchase nor a solicitation of an offer to sell
ordinary shares of Blue Wolf. The solicitation of offers to buy ordinary
shares of Blue Wolf will only be made pursuant to the Offer to Purchase
dated May 21, 2013 (as amended or supplemented), the letter of
transmittal, and other related documents that Blue Wolf will send to its
shareholders. The Tender Offer materials contain important information
that should be read carefully before any decision is made with respect
to the Tender Offer. Those materials are being distributed by Blue Wolf
to its shareholders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be
available at no charge on the SEC’s website at www.sec.gov and from
Morrow & Co., LLC.

About Li3 Energy, Inc.

Li3 Energy, Inc. is an exploration stage public company in the
lithium mining and energy sector. Li3 aims to acquire, develop and
commercialize a significant portfolio of lithium
brine

 deposits in the
Americas. With its
controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm’s outstanding stock because many owners fail
 in its Maricunga Project, the
recently acquired Cocina property, coupled with the completion of the NI
43-101 Compliant Measured Resource Report, Li3’s goals are to: a)
advance Maricunga to the Feasibility Stage; b) support the global
implementation of clean and green energy initiatives; c) meet growing
lithium market demand; and d) become a mid-tier, low cost supplier of
lithium,
potassium nitrate
 chemical compound, KNO3, occurring as colorless, prismatic crystals or as a white powder; it is found pure in nature as the mineral saltpeter, or niter. (The name saltpeter is also applied to sodium nitrate, although less frequently.
, and other strategic minerals, serving global
clients in the energy, fertilizer and
specialty chemical

 industries.
Additional information regarding Li3 can be found in its recent filings
with the SEC as well as on its website www.li3energy.com.

About Blue Wolf Mongolia Holdings Corp.

Blue Wolf is a blank check company formed in the British Virgin
Islands on March 11, 2011 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. In July 2011,
Blue Wolf completed its initial public offering of 8,050,000 units. Upon
the closing of the initial public offering, Blue Wolf deposited
$80,237,500 ($9.97 per share) in a trust account. Blue Wolf conducted a
previous tender offer in connection with the amendment of its charter to
extend its corporate existence. Subsequent to payment of redemption
amounts associated with Blue Wolf’s previous tender offer,
approximately $22.5 million remains in Blue Wolf’s trust
account.

Forward-Looking Statements

Any statements contained herein which are not statements of
historical fact may be deemed to be forward-looking statements,
including, without limitation, statements identified by or containing
words like “believes,” “expects,”
“anticipates,” “intends,” “estimates,”
“projects,” “potential,” “target,”
“goal,” “plans,” “objective,”
“should”, or similar expressions. All statements by us
regarding our possible or assumed future results of our business,
financial condition, liquidity, results of operations, plans and
objectives and similar matters are forward-looking statements. Li3 and
Blue Wolf give no assurances that the assumptions upon which such
forward-looking statements are based will prove correct. Forward-looking
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions (many of which are beyond our control),
and are based on information currently available to us. Actual results
may differ materially from those expressed herein due to many factors,
including, without limitation: the risk that more than 1,467,970 of Blue
Wolf’s ordinary shares will be validly tendered and not properly
withdrawn prior to the expiration of the Tender Offer which would then
cause it to (i) be unable to satisfy the Maximum Tender Condition and
the Merger Condition (as each is described in the Offer to Purchase),
(ii) be unable to consummate the Transaction and (iii) withdraw the
Tender Offer; the risk that Blue Wolf’s Registration Statement on
Form F-4 is not declared effective prior to July 22, 2013, or even if
effective, Li3 may not have sufficient time subsequent to effectiveness
to seek stockholder approval of the Transaction under Nevada law, or
even if so, that Li3 stockholders do not approve the Transaction; the
risk that governmental and regulatory review of the tender offer
documents may delay the Transaction or result in the inability of the
Transaction to be consummated by July 22, 2013and the length of time
necessary to consummate the Transaction; the risk that a condition to
consummation of the Transaction may not be satisfied or waived; the risk
that the anticipated benefits of the Transaction may not be fully
realized or may take longer to realize than expected; the risk that any
projections, including earnings, revenues, expenses, margins, mineral
reserve estimates or any other financial items are not realized;
changing legislation and regulatory environments including those in
foreign jurisdictions in which Li3 intends to operate; the ability to
list and comply with NASDAQ’s continuing listing standards,
including having the requisite number of round lot holders or
stockholders and meeting the independent director requirements for the
board of directors and its committees; Li3’s mineral operations are
subject to Chilean law and government regulation; validation of the
POSCO technology; obtaining and the issuance of necessary government
consents; confirmation of initial exploration results; our ability to
raise additional capital for exploration; development and
commercialization of our projects; future findings and economic
assessment reports; our ability to identify appropriate corporate
acquisition or joint venture opportunities in the lithium mining sector
and to establish appropriate technical and managerial infrastructure;
political stability in countries in which we operate; and fluctuations
in lithium prices. These risks, as well as other risks associated with
the proposed transaction, are more fully discussed in the Schedule TO
(and any amendments thereto) to befiled by Blue Wolf in connection with
the transaction and the tender offer. For further information about
risks faced by Li3, including its Maricunga Project, see the “Risk
Factors” section of Li3’s Form S-1, filed with the SEC on
January 17, 2013. Blue Wolf and Li3 undertake no obligation to update
any forward-looking statement contained herein to reflect events or
circumstances which arise after the date of this release.

SOURCE Blue Wolf Mongolia Holdings Corp.