"Lithium Ionic" is three distinct Ontario corporations, not one. Conflating them produces tracing errors. The diagram shows how a private founder-share vehicle, a shell capital-pool company, and a single-purpose subsidiary combined in a three-cornered amalgamation to put the asset under a public ticker.
Certified Ontario Business Registry records show the same individuals directing the vehicles on both sides of the purportedly arm's-length transaction, and the asset-holding subsidiary registered at Emerita's own head office. The registry position on that subsidiary's board changed in July 2026 and is set out below.
| Entity (role) | OCN | Status | Who incorporated / directs it |
|---|---|---|---|
| Lithium Ionic Inc., PrivateCo / founder-share vehicle | 2851751 | Inactive, amalgamated into 1000208066 | Incorporated by Damian Lopez as sole first director (his Toronto residence), one day before the founder-share issuance; Gower & Guy joined as directors the same day; all three are OSC respondents |
| 1000088600 Ontario Inc., "POCML Subco" | 1000088600 | Inactive, amalgamated into 1000208066 | Incorporated 20 Jan 2022 by Chris Irwin; sole director / President / Secretary David D'Onofrio (CFO of PowerOne, the POCML 6 sponsor; later joined the LTH board 3 Sep 2024). Single-purpose merger sub |
| Lithium Ionic Holdings Corp., "Amalco"; holds MGLIT → Bandeira | 1000208066 | Active, wholly owned by LTH | Gower & Guy were directors at formation on 19 May 2022 and ceased on 20 Apr 2026, the same day they left the EMO and LTH boards; Blake Hylands, the LTH parent's CEO, was elected sole director that day. The cessation reached the register by a Notice of Change effective 8 Jul 2026. Certified as at 8 Aug 2026: Hylands sole director, Thomas Olesinski sole officer |
| Lithium Ionic Corp., public parent (TSXV: LTH) | 2802172 | Active; formerly POCML 6 Inc. | Resulting issuer of the 19 May 2022 RTO; trades as LTH |
| Emerita Resources Corp., the OSC-named issuer | 1981913 | Active | Continued BC → Ontario 2017-09-12 |
On 6 July 2021 the PrivateCo issued 31,100,001 founder shares at CAD 0.0000001 each, CAD 3.11 in total. The OSC alleges the insiders, their spouses and a friend took the great majority. Within roughly a year, the same common shares were changing hands at CAD 0.70 and underpinning option grants at CAD 1.24.
The two records reconcile exactly, through people the filing statement never names. The OSC’s ¶23 grouping (which bundles two spouses and "a friend") totals 30,500,000 shares; the acquirer’s own filing statement discloses 23,500,001 issued to directors and officers in their own names, and lists Diniz individually at 8,200,000. The difference between the two records is 6,999,999 shares, the spouses’ and the friend’s: (8,000,000 less 4,000,000) for the Gower group plus (6,000,000 less 3,000,001) for the Lopez group. The friend is named nowhere in the filing statement, and no individual holding crosses the 10% line that would force a principal-shareholder disclosure, so the public record identifies every founder shareholder except one.
One picture of the money and the shares. What Emerita paid for the Falcon Project; what the asset and the vehicle holding it were actually transferred for; what the acquiring group raised and then deployed; and, in the strip beneath, what holding the project cost and whose obligation that cost was. Amounts are shown in the currency of the record and are never added across currencies, because a ten-year run of exchange rates would carry more error than the figures themselves.
| Band | Amount | What it is | Source |
|---|---|---|---|
| What Emerita paid for it | 500,000 common shares | First tranche, June 2016, to acquire the option | EMO audited annual financial statements FY2016, Note 4; EMO news release 13 June 2016 |
| 500,000 common shares | Second tranche, 28 August 2017, to keep the option in good standing | EMO audited annual financial statements FY2017 and FY2018; EMO news release 12 September 2017 | |
| 500,000 common shares | Third tranche, 12 September 2018, exercise of the option. Emerita’s own filings name Falcon Metais as the recipient; the OSC and Emerita’s claim allege this tranche went at Diniz’s direction to HFX Consultoria instead. Allegations, unproven | EMO FY2018 financial statements, Note 5; OSC AEP ¶11; Statement of Claim ¶25 | |
| 1,500,000 common shares in all | The whole of what Emerita gave to acquire the project, across the three tranches. The carrying value was derecognised in FY2019 on the change of accounting policy | EMO FY2018 and FY2019 financial statements; Statement of Claim ¶25 | |
| Nothing | Recovered. No registered title in Emerita’s name at any date, on a dataset that captures transfers back to at least 1995 | ANM SCM Cessões dataset | |
| What holding it cost, and whose cost it was | R$ 23,124 in total, 2017 to 2022 about CAD 5,500 | The entire mandatory charge (the TAH) on all seven claims across 2017 to 2022, recomputed at the published statutory rates; in no single year did the fee for the whole package reach R$ 10,000 | ANM open-data TAH dataset; the holding-cost deep dive |
| Falcon Metais’s obligation, not Emerita’s | On exercise of the option, Falcon Metais was to pay “all applicable taxes, rates, assessments and other similar governmental charges lawfully levied or assessed” against the Falcon Project until the Transfer, and to hold the project in trust for Emerita until then. The Transfer never happened | Emerita’s Statement of Claim, 29 July 2026, ¶¶23(b) and 23(c). A pleading, unproven | |
| Less than CAD 10,000 | What Emerita pleads it would have cost the company to secure a continuing interest in the project, with no additional holding costs until the end of May 2022 | Emerita’s Statement of Claim, ¶33. A pleading, unproven | |
| What the asset transferred for | No consideration stated | 1 October 2020: Malta Minerals PLC transfers 999 quotas of the vehicle to Diniz personally, and the same instrument renames it MGLIT | JUCEMG Certidão de Inteiro Teor, act RD 8038042 (registered 5 Oct 2020) |
| No price in any filing | 23 December 2020 on the acquirer’s own dating, registered at the ANM 1 February 2021: Falcon Metais assigns the seven processos to MGLIT | POCML 6 Filing Statement; DOU 2021-02-01 | |
| BRL 999 (~CAD 227) | 1 October 2021, registered 21 October: 999 quotas to the Lithium Ionic side. The figure is the nominal value of 999 unpaid quotas, not a price the instrument states | JUCEMG Certidão de Inteiro Teor, act RD 8859466; POCML 6 Filing Statement | |
| What the acquirer raised and spent | CAD 3.11 | 31,100,000 founder shares at CAD 0.0000001 on 6 July 2021, one day after the PrivateCo was incorporated | OSC AEP ¶23; POCML 6 Filing Statement |
| ~CAD 19,800,000 | Private placements at CAD 0.20 then CAD 0.70, December 2021 to February 2022 | LTH Reports of Exempt Distribution | |
| R$ 10,000,000 | MGLIT’s facility to Valitar at 1% per annum, fully drawn, repayable 2 June 2026 | LTH FY2025 financial statements, Note 19 | |
| R$ 3,311,500 | Valitar’s purchase of 68.62 ha of surface rights over the Bandeira ground, three properties, 2023 | Cartório de Araçuaí certidões for matrículas 35875, 35876 and 36783 | |
| R$ 5,000 a month | Valitar leases the same land back to MGLIT, IPCA-adjusted, fifteen-year term. MGLIT financed the purchase, then pays to use the land | Instrumento Particular de Cessão de Direitos, within SEMAD-MG SLA processo 116/2024 |