MNGL / - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Highbridge International LLC - BLUE WOLF MONGOLIA HOLDINGS CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G11962126 (CUSIP Number) December 31, 2013 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuan

Polar Asset Management Partners Inc. - BLUE WOLF MONGOLIA HOLDINGS CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares; no par value (Title of Class of Securities) G11962100[1] (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs

AQR CAPITAL MANAGEMENT LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Blue Wolf Mongolia Holdings Units (Name of Issuer) Units (Title of Class of Securities) G11962126 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

- FORM SC TO-I/A

SC TO-I/A 1 v349922sctoi-a.htm FORM SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of

BLUE WOLF MONGOLIA HOLDINGS CORP. TERMINATES TENDER OFFER

BLUE WOLF MONGOLIA HOLDINGS CORP. TERMINATES TENDER OFFER New York, New York, July 12, 2013 – Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced today that it is terminating, effective immediately, its previously announced tender offer, as amended, (the “Tender Offer”) to purchase for cash up to 1,467,970 of its ordinary shares, no par value (“Ordinary

- FORM RW

BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia July 12, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Blue Wolf Mongolia Holdings Corp. Registration Statement on Form F-4 (File No. 333-188819) Request for Withdrawal Ladies and Gentleme

preparado por Campos Mineral- Enero 2013

Li3Energy KCL+LCE Salar de Maricunga price KCL 425 US$/ton Cash flow (USDm) - 100% price LCE 5.

- FORM SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

- FORM F-4/A

As filed with the Securities and Exchange Commission on July 11, 2013 Registration No.

Amended and Restated Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination

Exhibit (a)(1)(F) Amended and Restated Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP.

- EXHIBIT (A)(5)(F)

Corporate Presentation Li3 / Blue Wolf Transaction July 2013 “ Advancing the Development of Li thium & other Strategic Minerals” 2 Disclaimer 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 .

Amended and Restated Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business combination THE OFFER HAS BEEN

Exhibit (a)(1)(I) Amended and Restated Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP.

Amended and Restated Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination THE OFFER HAS BEEN AMEN

Exhibit (a)(1)(H) Amended and Restated Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP.

BLUE WOLF MONGOLIA HOLDINGS CORP. ANNOUNCES NEW EXPIRATION DATE OF TENDER OFFER Tender Offer Will Now Expire at 11:59 p.m., New York City Time on July 11, 2013, Unless Further Extended or Earlier Terminated

For Immediate Release BLUE WOLF MONGOLIA HOLDINGS CORP. ANNOUNCES NEW EXPIRATION DATE OF TENDER OFFER Tender Offer Will Now Expire at 11:59 p.m., New York City Time on July 11, 2013, Unless Further Extended or Earlier Terminated New York, New York, July 5, 2013 –Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced that the Company’s previously announced t

Amended and Restated Letter of Transmittal To Tender Ordinary Shares Pursuant to the Amended and Restated Offer to Purchase dated July 5, 2013 BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Share Purchase Price of $9.97

Exhibit (a)(1)(G) Amended and Restated Letter of Transmittal To Tender Ordinary Shares Pursuant to the Amended and Restated Offer to Purchase dated July 5, 2013 by BLUE WOLF MONGOLIA HOLDINGS CORP.

- SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

- FORM F-4/A

As filed with the Securities and Exchange Commission on July 5, 2013 Registration No.

Consent

Exhibit 99.5 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp. (the “Company”) and all amendments or supplements thereto (the “Registration Statement”), as a person who is to become a director of the Company upon consummation of the Merger (a

Consent

Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF STOCKHOLDERS – to be held on JULY __, 2013 AT __PM PACIFIC STANDARD TIME, _________________________ CHILE. CONTROL ID: «CONTROL_ID» REQUEST ID: «REQUEST_ID»

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF STOCKHOLDERS – to be held on JULY , 2013 AT PM PACIFIC STANDARD TIME, CHILE.

Consent

EX-99.3 7 v348560ex99-3.htm EXHIBIT 99.3 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp. (the “Company”) and all amendments or supplements thereto (the “Registration Statement”), as a person who is to become a director of the Company upon c

Consent

Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp.

Consent

Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp.

- FORM F-4/A

As filed with the Securities and Exchange Commission on June 25, 2013 Registration No.

Consent

Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp.

Consent

Exhibit 99.2 Consent In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form F-4 of Blue Wolf Mongolia Holdings Corp. (the “Company”) and all amendments or supplements thereto (the “Registration Statement”), as a person who is to become a director of the Company upon consummation of the Merger (a

INVESTOR’S RIGHTS AGREEMENT

INVESTOR’S RIGHTS AGREEMENT This INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is entered into on this 13th day of June, 2013, by and between Blue Wolf Mongolia Holdings Corp.

Blue Wolf Mongolia Holdings Corp.

June 20, 2013 Lee Kraus Blue Wolf Mongolia Holdings Corp. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia Dear Mr. Kraus: Reference is made to that certain letter agreement between Blue Wolf Mongolia Holdings Corp. (the “Company”) and Deutsche Bank Securities Inc., as the representative of the Underwriters (“Deutsche Bank”), dated April 12, 2013, (th

BLUE WOLF MONGOLIA HOLDINGS CORP. ANNOUNCES EXTENSION OF TENDER OFFER Tender Offer Extended until 5:00 p.m., New York City Time, on July 15, 2013, Unless Further Extended or Earlier Terminated

For Immediate Release BLUE WOLF MONGOLIA HOLDINGS CORP. ANNOUNCES EXTENSION OF TENDER OFFER Tender Offer Extended until 5:00 p.m., New York City Time, on July 15, 2013, Unless Further Extended or Earlier Terminated New York, New York, June 20, 2013 –Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced that the Company’s previously announced tender offer h

[Signature page follows]

Blue Wolf Mongolia Holdings Corp. c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Li3 Energy, Inc. Marchant Pereira 150 Of. 803 Providencia, Santiago de Chile Chile Re: Support and Lock-Up for Merger Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) to be entered int

Corporate Presentation Li3 / Blue Wolf Transaction June 2013 “ Advancing the Development of Li thium & other Strategic Minerals”

Corporate Presentation Li3 / Blue Wolf Transaction June 2013 “ Advancing the Development of Li thium & other Strategic Minerals” 2 Disclaimer 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 .

- FORM SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

- FORM F-4

As filed with the Securities and Exchange Commission on May 24, 2013 Registration No.

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

Exhibit 15.2 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—(Marketwire – May 21, 2013) – Li3 Energy, Inc., (OTC.BB.LIEG –News) (“Li3””), a US-listed and South America-based global exploration company in the lithium and minerals sector, and Blue Wolf Mongolia Holdings C

AGREEMENT AND PLAN OF MERGER BY AND AMONG Li3 ENERGY, INC., BLUE WOLF MONGOLIA HOLDINGS CORP., BLUE WOLF ACQUISITION SUB, INC. Dated as of May 21, 2013 AGREEMENT OF PLAN AND MERGER TABLE OF CONTENTS

Exhibit 4.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG Li3 ENERGY, INC., BLUE WOLF MONGOLIA HOLDINGS CORP., AND BLUE WOLF ACQUISITION SUB, INC. Dated as of May 21, 2013 AGREEMENT OF PLAN AND MERGER TABLE OF CONTENTS Page ARTICLE I TERMS OF THE MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 3 1.3 Exchange Procedure 3 1.4 Options and Warrants 5 1.5 Dissenting Stockholders; Appra

Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

Exhibit (a)(1)(C) Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP. of Up to 1,467,970 of Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 19, 2013, UNLESS THE OFFER IS EXTENDED. Your clients, for whom you hold O

Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXP

Exhibit (a)(1)(D) Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP. of Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 19, 2013, UNLESS THE OFFER IS EXTENDED. You are urged to review caref

- SC TO-I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class of Securities) Lee K

Letter of Transmittal To Tender Ordinary Shares Pursuant to the Offer to Purchase dated May 21, 2013 BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Share Purchase Price of $9.97 Per Share In Connection with its Consumma

Exhibit (a)(1)(B) Letter of Transmittal To Tender Ordinary Shares Pursuant to the Offer to Purchase dated May 21, 2013 by BLUE WOLF MONGOLIA HOLDINGS CORP.

INDEX TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS Page Interim Balance Sheets F-2 Interim Statements of Operations F-3 Interim Statements of Changes in Shareholders’ Equity F-4 Interim Statements of Cash Flows F-5 Notes to Interim Financial Statements F-6 F-1 BLUE WOLF MONGOLIA HOLDINGS CORP.

Current Report of Foreign Issuer - 6-K

6-K 1 v3447516k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mo

AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 4.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATIO

April 12, 2013

Exhibit 4.3 April 12, 2013 Lee Kraus Blue Wolf Mongolia Holdings Corp. Two Greenwich Office Park, Suite 300 Greenwich, CT 06831 Dear Mr. Kraus: Reference is made to that certain underwriting agreement between Blue Wolf Mongolia Holdings Corp. (the “Company”) and Deutsche Bank Securities Inc., as the representative of the Underwriters (“Deutsche Bank”) dated July 14, 2011 (the “Underwriting Agreeme

“ Advancing the Development of Li thium & other Strategic Minerals” May 2013 1 Corporate Presentation Li3 / Blue Wolf Transaction

Exhibit 15.1 “ Advancing the Development of Li thium & other Strategic Minerals” May 2013 1 Corporate Presentation Li3 / Blue Wolf Transaction Disclaimer: 2 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,

ACKNOWLEDGEMENT OF FORFEITURE OF SHARES AND WARRANTS May 21, 2013

Exhibit 4.2 ACKNOWLEDGEMENT OF FORFEITURE OF SHARES AND WARRANTS May 21, 2013 Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Blue Wolf Acquisition Sub, Inc, a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), a

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Exhibit (a)(1)(E) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payor — Social security numbers have nine digits separated by two hyphens (i.

Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination

Exhibit (a)(1)(A) Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP. of Up to 1,467,970 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Consummation of a Proposed Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 19, 2013 UNLESS THE OFFER IS EXTENDED. If you support Blue Wolf Mongo

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia (Address of Princ

- 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Exhibit 13.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Transition Report on Form 20-F/A of Blue Wolf Mongolia Holdings Corp. (the “Company”) for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Paul Nicholas Edwards, Principal F

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment No. 1) x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended February 29, 2012 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 001-35234 (Commission file number) BLUE WOLF MONGOLIA HOLDINGS CORP. (Name

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Exhibit 12.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Paul Nicholas Edwards, certify that: 1. I have reviewed this Transition Report on Form 20-F/A of Blue Wolf Mongolia Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statem

Quarterly Report - 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BLUE

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234

Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Exhibit 13.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Transition Report on Form 20-F/A of Blue Wolf Mongolia Holdings Corp. (the “Company”) for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee Kraus, Principal Executive

Quarterly Report - 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Exhibit 12.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Lee Kraus, certify that: 1. I have reviewed this Transition Report on Form 20-F/A of Blue Wolf Mongolia Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a mat

Quarterly Report - 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BL

Quarterly Report - FORM 10-Q/A

10-Q/A 1 v34461410qa.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia (Address of Pri

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 3 v341856ex10-1.htm EXHIBIT 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Amendment, dated as of April 17, 2013 (the “Amendment”), to the Investment Management Trust Agreement, dated as of July 14, 2011 (the “IMTA Agreement”), by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Tru

Blue Wolf Mongolia Holdings Corp. Announces Results of Shareholder Meeting and Tender Offer Extension of Time for Business Combination Approved

For Immediate Release Blue Wolf Mongolia Holdings Corp. Announces Results of Shareholder Meeting and Tender Offer Extension of Time for Business Combination Approved New York, New York, April 17, 2013 - Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced the results of its shareholder meeting held on April 15, 2013. At the shareholder meeting, shareholde

BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 ARTICLES OF ASSOCIATION Blue Wolf Mongolia Holdings Corp. FIRST INCORPORATED THE 11TH DAY OF MARCH, 2011 AMENDED AND RESTATED THE 12TH DAY OF JULY, 2011 AMENDED AND RESTATED THE 14TH DAY OF JULY

No: 1637055 BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF Blue Wolf Mongolia Holdings Corp.

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia (Address of Pri

Blue Wolf Mongolia Holdings Corp. Announces Results of Shareholder Meeting and Tender Offer Extension of Time for Business Combination Approved

For Immediate Release Blue Wolf Mongolia Holdings Corp. Announces Results of Shareholder Meeting and Tender Offer Extension of Time for Business Combination Approved New York, New York, April 17, 2013 - Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced the results of its shareholder meeting held on April 15, 2013. At the shareholder meeting, shareholde

- SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

Blue Wolf Investor Presentation April 2013

Blue Wolf Investor Presentation April 2013 [ 1 ] FORWARD - LOOKING INFORMATION Some of the statements in this presentation may constitute forward - looking statements .

- SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Exhibit 13.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Transition Report on Form 20-F of Blue Wolf Mongolia Holdings Corp. (the “Company”) for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Paul Nicholas Edwards, Principal Fin

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Exhibit 12.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Paul Nicholas Edwards, certify that: 1. I have reviewed this Transition Report on Form 20-F of Blue Wolf Mongolia Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statemen

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Exhibit 12.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Lee Kraus, certify that: 1. I have reviewed this Transition Report on Form 20-F of Blue Wolf Mongolia Holdings Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a mater

Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Exhibit 13.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Transition Report on Form 20-F of Blue Wolf Mongolia Holdings Corp. (the “Company”) for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee Kraus, Principal Executive Of

- 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193

- SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class o

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BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia March 29, 2013 VIA EDGAR David L. Orlic, Esq. Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NW Washington, DC 20549 Re: Blue Wolf Mongolia Holdings Corp. Tender Offer Sta

BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia NOTICE OF SHAREHOLDER MEETING OF BLUE WOLF MONGOLIA HOLDINGS CORP. To be Held on April 15, 2013 PROXY MATERIALS TABLE OF

Exhibit 99.2 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia DEAR BLUE WOLF MONGOLIA HOLDINGS CORP. SHAREHOLDERS: You are cordially invited to attend a meeting of shareholders (the “Shareholder Meeting”) of Blue Wolf Mongolia Holdings Corp. (“we”, “us”, “our”, the “Company” or “Blue Wolf”) to be held at 10:00 a.m., E

Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 7,006,515 of Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Extension of Time for a Proposed Business Transaction THE OFFER AND WITHDRAWAL RIGHTS WILL E

EX-99.A1C 4 v338727ex99-a1c.htm EXHIBIT 99.A1C Exhibit (a)(1)(c) Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP. of Up to 7,006,515 of Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Extension of Time for a Proposed Business Transaction THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON APRIL 16, 2013 UNLESS EXTENDED. You

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia (Address of Pri

Letter of Transmittal To Tender Ordinary Shares Pursuant to the Offer to Purchase dated March 20, 2013 BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 7,006,515 of its Ordinary Shares at a Share Purchase Price of $9.97 Per Share In Connection with its Extens

Exhibit (a)(1)(b) Letter of Transmittal To Tender Ordinary Shares Pursuant to the Offer to Purchase dated March 20, 2013 by BLUE WOLF MONGOLIA HOLDINGS CORP.

Offer to Purchase for Cash BLUE WOLF MONGOLIA HOLDINGS CORP. Up to 7,006,515 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Extension of Time to for a Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXP

Exhibit (a)(1)(d) Offer to Purchase for Cash by BLUE WOLF MONGOLIA HOLDINGS CORP. of Up to 7,006,515 of its Ordinary Shares at a Purchase Price of $9.97 Per Share In Connection with its Extension of Time to for a Business Combination THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON APRIL 16, 2013 UNLESS EXTENDED. If you do not tender your shares at this time, you w

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Exhibit (a)(1)(e) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payor — Social security numbers have nine digits separated by two hyphens (i.

- SC TO-I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number of Class of Securities) Lee K

OFFER TO PURCHASE FOR CASH Blue Wolf Mongolia Holdings Corp. of Up to 7,006,515 of its Ordinary Shares at a Purchase Price of $9.97 Per Share

Exhibit (a)(1)(a) OFFER TO PURCHASE FOR CASH by Blue Wolf Mongolia Holdings Corp. of Up to 7,006,515 of its Ordinary Shares at a Purchase Price of $9.97 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 16, 2013, UNLESS THE OFFER IS EXTENDED. If you do not tender your shares at this time, you will retain the right to participate in our initi

MEMORANDUM OF UNDERSTANDING FOR THE MERGER OF BLUE WOLF MONGOLIA HOLDINGS CORP. AND Li3 ENERGY, INC. March 18, 2013

Exhibit 99.1 MEMORANDUM OF UNDERSTANDING FOR THE MERGER OF BLUE WOLF MONGOLIA HOLDINGS CORP. AND Li3 ENERGY, INC. March 18, 2013 This Memorandum of Understanding (“MOU”) summarizes the principal terms of the merger (the “Merger”) between Blue Wolf Mongolia Holdings Corp. (“BW”), a British Virgin Islands company, and Li3 Energy, Inc. (“Li3”), a Nevada corporation. Merger Terms Execution Date: Execu

Blue Wolf Mongolia Holdings Corp. Executes Memorandum of Understanding with Li3 Energy, Inc. Commences Tender Offer and Proxy Solicitation to Extend Time for Business Combination

Exhibit 99.3 For Immediate Release Blue Wolf Mongolia Holdings Corp. Executes Memorandum of Understanding with Li3 Energy, Inc. Commences Tender Offer and Proxy Solicitation to Extend Time for Business Combination New York, New York, March 20, 2013 - Blue Wolf Mongolia Holdings Corp. (NASDAQ: MNGL) (“Blue Wolf” or the “Company”) today announced the execution of a Memorandum of Understanding (“MOU”

Polar Asset Management Partners Inc. - BLUE WOLF MONGOLIA HOLDINGS CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares; no par value (Title of Class of Securities) G119621001 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua

AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Wolf Mongolia Holdings Units (Name of Issuer) Units (Title of Class of Securities) G11962126 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

ARROWGRASS CAPITAL PARTNERS (US) LP - BLUE WOLF MONGOLIA HOLDINGS CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2013 Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDINGS CORP. Suite 409, Central Tower 2 Sukhbaatar Square, Sukhbaatar District 8 Ulaanbaatar 14200, Mongolia (Address of P

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BLUE WOLF MONGOLIA H

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOL

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2012 (August 21, 2012) BLUE WOLF MONGOLIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Virgin Islands 001-35234 66-0762833 (State o

BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 ARTICLES OF ASSOCIATION Blue Wolf Mongolia Holdings Corp. FIRST INCORPORATED THE 11TH DAY OF MARCH, 2011 AMENDED AND RESTATED THE 12TH DAY OF JULY, 2011 AMENDED AND RESTATED THE 14TH DAY OF JULY

No: 1637055 BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF Blue Wolf Mongolia Holdings Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2012 (July 9, 2012) BLUE WOLF MONGOLIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Virgin Islands 001-35234 66-0762833 (State or oth

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BLUE WOLF MONGOLIA HOLDIN

MNGL / / Polar Asset Management Partners Inc. - BLUE WOLF MONGOLIA HOLDINGS Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G11962118 (CUSIP Number) May 29, 2012 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rul

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended February 29, 2012 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 001-35234 (Commission file number) BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of registrant as spe

MNGL / / Blue Wolf MHC Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BLUE WOLF MONGOLIA HOLDINGS CORP. (Name of Issuer) ORDINARY SHARES, NO PAR VALUE (Title of Class of Securities) G11962 100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

MNGL / / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Wolf Mongolia Holdings Units (Name of Issuer) Units (Title of Class of Securities) G11962126 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

MNGL / / ARROWGRASS CAPITAL PARTNERS (US) LP - BLUE WOLF MONGOLIA HOLDINGS CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)1 Blue Wolf Mongolia Holdings Corp. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G11962100 (CUSIP Number) July 15, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35234 BLUE WOLF MONGOLIA H