SANTIAGO, Chile, May 21, 2013 /PRNewswire/ -- Li3 Energy,
Inc., (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 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, 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. 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 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 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, 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, 2013 and 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 be filed 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.
Li3
Contacts:
|
|
Luis Saenz,
CEO
|
Marc Lubow,
EVP
|
+56 (2) 2896
9100
|
+1 (904) 645
9549
|
|
marc.lubow@li3energy.com
|
|
|
Blue Wolf
Contacts:
|
|
Lee Kraus, CEO &
Chairman
|
Nicholas Edwards,
President
|
+1 (917)
449-0760
|
+1 (203)
524-5272
|
|
|
Information Agent
for Blue Wolf:
|
|
Morrow & Co.,
LLC
|
|
470 West Avenue, 3rd
Floor
|
|
Stamford, Connecticut
06902
|
|
Telephone: (800)
662-5200
|
|
Banks and Brokerage
Firms: (203) 685-9400
|
|
mngl.info@morrowco.com
|
|
SOURCE Blue Wolf Mongolia Holdings Corp.