IN BRIEF

A meeting to remove Joseph Belan, Oscar Cabrera and Peter McRae, and to elect three independent nominees. Joaquin Merino and Agne Ahlenius would remain.

The Falcon Project, seven mineral titles in Minas Gerais, Brazil that Emerita paid for, now sits inside Lithium Ionic Corp., primarily as its flagship Bandeira project. Lithium Ionic’s own September 2025 feasibility study puts Bandeira’s post-tax net present value at approximately C$2.0 billion, and on 9 October 2026 its Chief Executive said that at current spot prices the figure is closer to C$2.8 billion. The allegations in Emerita’s claim have not been proven. If they are, the Falcon Project belongs beneficially to Emerita, and the Concerned Shareholders believe its recovery would be a transformative outcome for Emerita and its shareholders.

Emerita issued its claim on 29 July 2026 on the court’s ordinary civil list, not the Commercial List, where specialist judges actively manage complex business disputes on expedited timetables. More than three months on, as far as the court record shows, there is no defence from any defendant, no service on MGLIT, the Brazilian company that holds title to the Falcon properties, and no motion to protect anything, not even the founders’ shares, the one thing the claim asks the Court to freeze. Emerita has published no update on the claim since promising, on 14 August, to provide regular updates.

Lithium Ionic’s Chief Executive has said he expects Bandeira’s permits by the end of 2026, and 60 to 65% of construction to be funded with debt. Lenders will want that debt secured against the very property Emerita claims, and Bandeira is already pledged as security for a royalty. In the Concerned Shareholders’ view, Emerita’s position is strongest now, before Bandeira is financed.

At the annual meeting on 25 August, three of the six nominees, including the Chair, failed to win majority support. In the weeks that followed, the Board filled two of the vacated seats itself and appointed Mr. Belan Executive Chairman, despite PM Super Fund requesting three times in writing that shareholders fill those seats. And this is the crux. Marilia Bento and Catherine Stretch were still directors when their replacements were chosen, and Emerita’s release credited them with ensuring that “new Directors and Management have been recruited”. So shareholders declined to support them, and on the Company’s own account they then helped pick their successors.

Emerita’s counsel has advised that the team primarily responsible for overseeing the claim is Mr. Belan, the Executive Chairman of the Board (an executive position), Ian Fodie, the Company’s Chief Financial Officer (an executive position), and Mr. McRae (an unelected director). It is not a committee of the Board, and Emerita has not announced a lead independent director. Whether Mr. Belan would be paid on a change of control has not been disclosed. In the Concerned Shareholders’ view, placing an executive chairman above the Chief Executive, with no published division of responsibilities, weakens the office Mr. Merino holds.

We have asked the Board to hold the status quo: no share issue that shifts the vote, no new CEO, and no new or amended change of control or severance terms. We have also put the TSX Venture Exchange and the OSC on notice that any new shares issued should not vote at the meeting.

​We will be in contact once a meeting date is announced.