Emerita Resources Shareholders File for Leave to Pursue Derivative Action to Recover Falcon Project

Following the Special Committee’s failure to authorize proceedings by the May 29, 2026 deadline, PM Super Fund files application before Ontario Superior Court of Justice (Commercial List).

Toronto, Ontario–(Newsfile Corp. – June 8, 2026) – Significant shareholders of Emerita Resources Corp. (“Emerita“), through legal counsel, announced today that PM Super Fund (“PMSF“) has filed on June 5, 2026, an application before the Ontario Superior Court of Justice (Commercial List) for leave to commence a derivative action on behalf of and in the name of Emerita (the “Leave Application“). The Leave Application is filed under s. 246 of the Business Corporations Act, R.S.O. 1990, c. B.16.

Background: The OSC Application for Enforcement Proceeding

On April 9, 2026, the OSC filed an Application for Enforcement Proceeding (the “OSC Application“) before the Capital Markets Tribunal, alleging that certain former directors and officers of Emerita — David Patrick Gower (former CEO and director), Michael Lawrence Guy (former Chairman and director), Sergio Damian Lopez (Corporate Secretary), and Gregory Francis Duras (CFO) (collectively, the “Director & Officer Respondents“) — together with Hélio Botelho Diniz (Managing Director, Brazil of Lithium Ionic), the directing mind of Falcon Metais Ltda., fraudulently diverted the valuable Brazilian lithium asset, the Falcon Project (as defined below) away from Emerita for their own benefit. Those allegations have not been proven.

The OSC Application is publicly available at: https://www.capitalmarketstribunal.ca/sites/default/files/2026-04/aep_20260409_emerita-resources-corp.pdf

The OSC Application alleges, among other things, that: Emerita validly exercised an option to purchase the Falcon Litio MG Project in Brazil (the “Falcon Project“) in September 2018; title was never transferred to Emerita in breach of the option agreement; from at least late 2020, the Director & Officer Respondents and Diniz covertly arranged to divert the Falcon Project to a new company in which they were majority shareholders; in May 2021, they caused Emerita to publish false and misleading “relinquishment” statements as cover for that diversion; and Gower and Diniz are alleged to have made further misleading statements to OSC investigators during the investigation.

The Falcon Project includes what Lithium Ionic Corp. (“Lithium Ionic“) now calls its flagship Bandeira lithium property, situated adjacent to Brazil’s two operating lithium mines — CBL and Sigma Lithium — in the Lithium Valley of Brazil.

The Formal Demand and the Board’s Response

On May 14, 2026, PMSF’s counsel delivered a formal demand letter to the Special Committee of Emerita’s Board of Directors (the “Special Committee“), together with a complete draft Statement of Claim. The demand called on the Board to authorize Emerita to commence legal proceedings in Ontario and Brazil and to seek injunctive protection over the Falcon Project. The Special Committee was given until May 29, 2026 to respond.

On May 29, 2026, the Special Committee advised, through counsel, that its mandate had expanded to include the matters raised in the demand and that “additional work needs to be done before any recommendations can be made”. The Special Committee did not commit to a timeline within which it intended to do so.

PMSF has accordingly proceeded to issue the Leave Application described in this release.

“The Special Committee’s request for more time told us everything we needed to know,” says Wayne Peters, the director of PMSF’s trustee. “They have had the OSC’s Application for Enforcement Proceeding since at least April 9, 2026, if not earlier. The Special Committee has had months to investigate this issue and had a complete draft Statement of Claim since May 14, 2026. Yet, the Special Committee still has not authorized nor publicly committed to authorizing Emerita to commence a claim to recover what may be the most valuable asset Emerita has ever held.”

The Leave Application

The Leave Application seeks, among other things:

1. an Order granting PMSF leave to commence a derivative action in the name of Emerita against Gower, Guy, Lopez, Duras, Diniz, Lithium Ionic Corp., Falcon Metais Ltda., and MGLIT Empreendimentos Ltda.;
2. an Order authorizing PMSF to control the conduct of the derivative action;
3. an Order that Emerita reimburse PMSF’s reasonable legal fees and disbursements incurred in prosecuting the derivative action.

The Special Committee will have an opportunity to respond to the relief sought in the Leave Application.

The Derivative Action

The derivative action, if authorized, will seek, among other things:

1. a declaration that the Falcon Project is held on constructive trust for Emerita;
2. an order transferring Lithium Ionic/MGLIT’s interest in the Falcon Project to Emerita;
3. disgorgement of all gains derived from the Falcon Project by all respondents including the 31.1 million Lithium Ionic shares issued at nominal consideration;
4. damages for breach of fiduciary duty, breach of confidence, fraudulent misrepresentation, deceit, and inducing breach of contract;
5. punitive damages of CAD $10,000,000; and
6. an interim and interlocutory order once leave is approved, enjoining Lithium Ionic and MGLIT from selling, encumbering, or otherwise dealing with the Falcon Project, and restraining any transaction involving the Falcon Project exceeding CAD $25,000 without notice to Emerita and court approval.

What Comes Next

The Leave Application is now before the Commercial List. No dates have been scheduled for the application. If leave is granted, PMSF (then sitting in the shoes of Emerita) intends to pursue all available rights and remedies aggressively and quickly against the would-be defendants and as it relates to the Falcon/Bandeira Project. The would-be defendants would have an opportunity to answer the allegations.

Why This Matters to Emerita Shareholders

The key Falcon Project property — now marketed by Lithium Ionic as the Bandeira lithium project — is situated immediately adjacent to Brazil’s two operating lithium mines, CBL and Sigma Lithium in the Lithium Valley of Brazil. The northwestern boundary of the project is just 500 metres from these existing mines. The asset has been described by Lithium Ionic as its flagship property and whose shares were valued by the market on the day of the OSC notice at CAD $250 million. The base case economics of the project from the September 2025 feasibility study is post-tax NPV8 of US$1.45 billion and an IRR of 61%.

Emerita paid the consideration to acquire this asset. If the allegations in the OSC Application and the draft Statement of Claim are proven, this property belongs beneficially to Emerita — and, through it, to Emerita’s shareholders. PMSF believes that recovering the Falcon Project would represent a transformative outcome for Emerita and its shareholders.

Forward-Looking Information and Legal Notice

This press release contains forward-looking information. All allegations described in this press release are derived from the OSC’s Application for Enforcement Proceeding dated April 9, 2026, the formal demand letter delivered May 14, 2026, and the derivative action leave application filed June 5, 2026. All named individuals and entities are presumed innocent and entitled to defend the allegations made against them. None of the allegations have been proven before any court or regulatory tribunal and therefore remain allegations only.

The commencement, prosecution, and outcome of any legal proceedings described herein are subject to uncertainty. No assurance can be given that leave will be granted, that any proceedings will be commenced, or that any proceedings, if commenced, will be successful. This press release is issued for informational purposes to Emerita’s shareholders and does not constitute legal or investment advice.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300517