The defence narrative dates Emerita’s exit to December 2020, or February 2020, or March 2020, depending on the source. This page sets each date against the dated public records around it, states the vendor’s position in its own words, and checks the holding-cost rationale against the fee record.
2020 to 2021OSC AEP · SEDAR+ · DOU · O Globov4 · 2026-08-11
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This is a private, independent, open-source investigation. It is not affiliated with, authorised by, or endorsed by Lithium Ionic Corp. (LTH), Emerita Resources Corp. (EMO), or PM Super Fund. It is compiled from public records for information only. Presumption of innocence: every named individual and entity is presumed innocent; the OSC application and both court proceedings are unproven and untested. Nothing here is legal, financial, or investment advice.
SEDAR · DOU
The "December 2020" relinquishment
The defence narrative is that Emerita gave up the Falcon Project by December 2020 (and that a release letter was signed 5 February 2020). Three time-stamped public records, two Canadian and one Brazilian, are difficult to reconcile with a completed December 2020 transfer. This is the analytical heart of the chain-of-title question.
Three different dates for one “relinquishment.” The relinquishment has been assigned three different dates, each from a different source and each entering the record at a different time: 5 February 2020 (the letter date attributed to Diniz’s spokesperson, O Globo, 14 April 2026); early March 2020 (when, per the OSC, both Gower and Diniz told investigators Gower signed the release by hand in Toronto, OSC ¶34, a letter the OSC alleges “was created at some later time,” ¶35); and December 2020 (the date in Emerita’s MD&A, first appearing 26 August 2021 and repeated in the annual MD&A filed 28 January 2022, OSC ¶16). The earliest claimed date entered the public record latest, and none is corroborated by a contemporaneous public filing. Sources:O Globo 2026-04-14; EMO interim MD&A 2021-08-26 and annual MD&A 2022-01-28 (SEDAR+); OSC AEP ¶¶16, 34 to 35.
Why it matters. The events can be quoted verbatim from public filings, with no privileged source: Agency Agreement Schedule "A" (SEDAR), the DOU cessão (Imprensa Nacional), and Despacho 51/2021 (DOU). It is the cleanest open-record answer to the defence's December 2020 timeline. Sources:OSC AEP ¶¶15 to 16; EMO Agency Agreement / Schedule "A", SEDAR 2021-01-13; DOU 2021-02-01 & 2021-03-08; POCML 6 Filing Statement 2022-05-12 (MGLIT MD&A, "December 23, 2020"); O Globo 2026-04-14.
O Globo · OSC AEP
The vendor’s position, and the “release letter”
For balance: Hélio Diniz’s publicly reported position alongside the OSC’s contrary allegation. Both are presented as positions, not findings.
“… é fato incontroverso que os direitos minerários permaneceram com a Falcon Metais até dezembro de 2020; quando a cessão ocorreu diretamente da Falcon Metais para a MGLIT … não houve qualquer transferência intermediária para a Emerita.” (“… it is uncontroverted that the mineral rights remained with Falcon Metais until December 2020, when the cessão occurred directly from Falcon Metais to MGLIT … there was no intermediate transfer to Emerita.”) Position attributed to Diniz’s spokesperson, O Globo (Lauro Jardim column), 14 April 2026.
The defence rests on three propositions: that the cessão (assignment) happened in December 2020; that, under Brazilian law, only an ANM-registered cessão (an assignment made with prior ANM consent and registration) transfers title, so the 2016 agreement was an option and never gave Emerita Brazilian title; and that Emerita signed a letter dated 5 February 2020 releasing the project back to Falcon Metais.
The two sides argue on different ground. Mr. Diniz’s position is, at its core, one of legal form: under Brazilian mining law title passes only on an ANM-registered cessão, so whatever Emerita paid or announced in Canada, it never held Brazilian title and the rights remained with Falcon Metais.
The OSC’s allegation runs on a different axis, one of substance: it does not dispute how Brazilian registration works, but alleges the arrangement was governed by the trust and contractual obligation in the 2016 agreement (Falcon to hold the project “in trust” for Emerita until transfer).
The OSC’s view of the letter. Both Gower and Diniz told Commission investigators that Gower signed a release by hand in Toronto in early March 2020. The application alleges: “These statements were false and misleading. The Purported Release Letter was not signed by Gower in March 2020. Rather, the Purported Release Letter was created at some later time.”(OSC AEP ¶35; see also ¶34.)
What Emerita recovered from its own Brazilian subsidiary: nothing. Emerita do Brasil Mineração Ltda. was wound up by a distrato signed 21 September 2021 and registered 27 September 2021, ten days before the instrument by which MGLIT passed to the Lithium Ionic side. The instrument records, in terms: “Procedida a liquidação da sociedade, os sócios nada recebem a título de haveres, por inexistência de saldo remanescente” (on liquidation the partners receive nothing by way of assets, there being no remaining balance). Emerita had paid in R$ 3,844,200 of the R$ 6,000,000 subscribed and recovered none of it, and the instrument records no transfer of assets or rights on dissolution. That capital funded Emerita’s Brazilian operations generally, its cornerstone Brazilian asset in the period being the Salobro zinc project, so it is not a cost of the Falcon Project and is not treated as one here. Clause 4 assigns supervening assets and liabilities, and custody of the books and documents of the extinguished company, to Hélio Botelho Diniz personally. Sources:JUCEMG Certidão de Inteiro Teor, act RD 8815838, registered 27 September 2021, and the Receita Federal Certidões de Baixa for both establishments, captured 5 August 2026. Both certified acts are hosted here in redacted form: personal identifiers are covered, and the JUCEMG certification block on every page is preserved, so each act remains revalidatable at jucemg.mg.gov.br.
The dated public records. Several public filings bear on the question and can be quoted by date: Emerita’s December 2020 financing schedule and its January 2021 audited financial statements describe the Falcon Project as Emerita’s, and the Brazilian gazette registered the Falcon → MGLIT cessão (assignment) on 1 February 2021. Readers can weigh the competing accounts. Sources:EMO option news release 2016-06-13 (Junior Mining Network archive); EMO Agency Agreement & Schedule "A" (SEDAR+, 2021-01-13); EMO FY2020 audited financial statements (SEDAR+, 2021-01-28); DOU 2021-02-01; O Globo (Lauro Jardim column), 14 April 2026; OSC AEP ¶¶10, 34 to 35.
ANM TAH · Código de Mineração
Holding costs: the annual mining tax (TAH) and work obligations
A recurring defence theme is that holding the Falcon Project had become too expensive. On the public ANM record the mandatory cash fee was small and was never paid by Emerita; the binding exploration-phase obligation is work and reporting, not a heavy fixed fee; and those deadlines were further relaxed across the COVID-19 period.
Whose obligation the charge was. Before any figure is quoted, the contract answers a prior question. Emerita’s Statement of Claim of 29 July 2026 pleads, at ¶23(c), that on exercise of the option Falcon Metais would pay “all applicable taxes, rates, assessments and other similar governmental charges lawfully levied or assessed” against the Falcon Project until the Transfer, and at ¶23(b) that it would hold the project in trust for Emerita until then. The Transfer never happened. On that pleading the annual charge quantified below was never Emerita’s liability at all, which is a different and stronger answer to the affordability explanation than the size of the number. Emerita has also quantified the point itself, pleading at ¶33 that it could have secured a continuing interest “with a payment of less than CAD$10,000” and that there were “no additional holding costs for the permits until the end of May 2022”. Those are allegations in a pleading and are unproven; they are recorded as the plaintiff’s own quantification, not as findings. The figures that follow are given because the explanation was made in terms of cost and the record lets the cost be computed exactly.
What the ANM record shows
Detail
Who paid the TAH
Every TAH payment on all seven claims is recorded under a single payer, Falcon Metais/MGLIT* (CNPJ 31.931.255/0001-00). Neither Emerita nor its Brazilian subsidiary appears in any year, including 2018 to 2021, when Emerita’s audited statements booked the project at 100%.
Timing
No payment is recorded for 2020. The fee was brought current across the whole block on 26 July 2021 (further payments February and July 2022), shortly after the cessão (assignment) and just after Emerita’s first “relinquished” statement.
Amount
Total TAH on all seven claims for 2017 to 2022 is about R$ 23,124 (roughly CAD 5,500 to 6,000); in no single year does the fee for the whole package reach R$ 10,000. The 26 July 2021 payments work out to R$ 5.56/ha, the prorrogação rate set by Resolução ANM 58/2021.
The release letter’s rationale
The release letter Diniz attributes to Emerita (dated 5 February 2020) gives an inability to pay these mineral-rights fees as the stated reason for the release; the recorded amounts and published rates are shown here for comparison.
Affordability check
What it cost to hold, against what Emerita raised
The mandatory fee was trivial against the company’s own financings. A full year of TAH on the whole 1,354.89-ha block was roughly CAD 1,100 to 1,800 (the recorded TAH for all seven claims across 2017 to 2022 totalled about R$ 23,124, ~CAD 5,500). Emerita closed a CAD 5,175,000 placement on 11 December 2020, the same day it signed the agency agreement whose Schedule “A” lists the seven Falcon claims as “the Corporation’s Mining Properties”, and a CAD 20,000,750 bought deal on 15 July 2021, eleven days before the TAH on the whole block was brought current (26 July 2021) by the new holder, MGLIT. The annual fee was about 0.02% to 0.04% of the December raise, and on the ANM record it was never paid in Emerita’s name. Sources:ANM open-data TAH dataset; EMO Agency Agreement & Schedule “A” (SEDAR+, 2021-01-13); EMO news releases 2020-12-11 (CAD 5,175,000) and 2021-07-15 (CAD 20,000,750).
The “Brazil was expensive” figure is a different project. The one year of heavy Brazilian spend on Emerita’s audited books, a CAD 2,448,620 segment loss in FY2018, was about 93% the one-time write-off (CAD 2,272,408) of the unrelated Salobro zinc option (Vale S.A. / IMS), terminated in October 2018 after Emerita could not meet a US$1.65M instalment. It is not Falcon carrying cost. Emerita’s booked Brazilian cost then fell to CAD 66,754 (FY2019) and CAD 791 (FY2020) before the Brazilian subsidiary was dissolved on 27 September 2021, so the cost base had already collapsed to near zero a full fiscal year before the “December 2020” relinquishment date. Sources:EMO audited annual financial statements FY2018 (SEDAR+, 2019-01-29), FY2019 (2020-01-28), FY2020 (2021-01-28) and FY2021 (2022-01-28), Brazil segment notes.
Work and reporting obligations. Beyond the cash fee, an ANM research-phase right (Autorização de Pesquisa) requires the holder to carry out the approved exploration programme and to file a Final Exploration Report (Relatório Final de Pesquisa) within the permit term, commonly one to three years and extendable. There is no universal minimum cash spend; the binding obligation is genuine exploration and timely reporting, and prolonged inactivity or failure to report can lead, through warnings and fines, to caducidade (forfeiture), returning the area to public availability. Governing texts: the Código de Mineração (Decreto-Lei nº 227/1967) and Decreto nº 9.406/2018.
COVID-19 deadline relief. Those work-and-reporting deadlines were relaxed across the pandemic. ANM suspended administrative and procedural deadlines from 20 March 2020 (Resolução ANM nº 28/2020), extended in steps into the second half of 2021; and by Resolução ANM nº 76/2021 it automatically extended every research permit by up to 559 days from 1 October 2021, with the annual TAH still owed. Across the window in which Emerita’s relinquishment is variously dated (December 2020 through the 21 October 2021 transfer to MGLIT), the permits’ statutory deadlines stood suspended or extended. Of the asserted relinquishment dates, only 5 February 2020 predates the 20 March 2020 suspension.
One caveat* The ANM dataset attributes the whole payment history to the current titleholder (MGLIT), so the pre-2021 payments were in reality made by whoever then held the claims, most likely Falcon Metais; that does not change the fact that no Emerita payment appears at all. The TAH and the work obligations are outside the OSC application’s pleading. Sources:ANM open-data TAH dataset (Taxa Anual por Hectare), Falcon/Bandeira extract; ANM annual TAH rate resolutions (e.g. Resolução ANM 58/2021); Código de Mineração (Decreto-Lei nº 227/1967); Decreto nº 9.406/2018; Resolução ANM nº 28/2020; Resolução ANM nº 76/2021; O Globo (Lauro Jardim), 2026-04-14.
Lithium Ionic’s own record shows how small the arrears were. LTH’s NI 43-101 technical report on Bandeira records that the holder “requested the installment payment of the TAH due in July/2020,” which the ANM granted; that on assignment MGLIT “presented a Term of Assumption of Debt referring to the 2 (two) current installments of TAH,” a requirement “fulfilled on 05/04/2021”; and that the July 2021 and 2022 TAHs were paid, the installments “considered paid on 02/02/2022.” The debt that regularized the flagship Bandeira claim was two installments of a single year’s fee on 156.77 hectares. Sources:LTH NI 43-101 technical report on Bandeira (SEDAR+, 2024-05-27), §4.1.
Emerita’s own filings never gave a holding-cost reason. The three MD&A relinquishment statements cite two grounds only, that the company had “not been successful in liquidating the project” and was “focusing on projects in Spain”, while the same annual filing cycle still described Falcon as a “100% interest” and an opportunity to “add value at a low cost.” The holding-cost rationale appears only in the release letter attributed to the vendor side, whose date and provenance the OSC disputes (the letter “was not signed by Gower in March 2020” but “was created at some later time,” OSC AEP ¶¶33 to 35, unproven). Sources:EMO interim MD&A 2021-05-27 and 2021-08-26, annual MD&A 2021-01-28 and 2022-01-28; OSC AEP ¶¶32(d), 33 to 35.
The vendor’s holding-cost defence. For balance, the position publicly attributed to Hélio Diniz speaks to these costs directly. As reported in the O Globo (Lauro Jardim) column of 14 April 2026, the Diniz side states that Emerita closed its office in Brazil and ceased its operations in the country; that Emerita could not move the Falcon Project forward because it had exhausted its alternatives to finance or monetize it; and that, while Emerita recognised that certain fees were owed to the DNPM (now the ANM) to maintain the mineral rights, it was not in a position to make those payments. Sources:O Globo (Lauro Jardim column), 14 April 2026.
How the project’s value was described. Over the same years, Emerita’s own public disclosures described the Falcon Project as a low-cost opportunity to add value. The 13 June 2016 option news release framed the package as lying within 500 metres of Brazil’s only producing lithium mine, in “a proven environment for lithium”; the 12 September 2017 and 12 September 2018 news releases announcing the second and third share tranches quoted Gower describing it as an “exceptional opportunity to add value at a low [or very low] cost”; and the financial statements and MD&A filed between September 2018 and February 2021, including the MD&A for the year ended 31 December 2020, repeated that the Falcon Project was an opportunity to “add value at low cost.” Emerita had acquired the option for 1.5 million common shares, and on the ANM record the annual holding fee (TAH) for the whole seven-claim package did not reach R$ 10,000 in any single year. After Lithium Ionic’s May 2022 listing, the same roughly 1,354-hectare package was marketed as “a ground floor lithium opportunity in a prolific lithium district,” its chief executive stating the team had, “six years ago” (i.e., 2016), recognised “a unique opportunity to pick up ground on lithium.” The OSC alleges the relinquishment statements gave “the misleading impression that the Falcon Project was abandoned because it had no value when, in fact, Gower, Guy, Lopez, and/or Duras considered it to have potential value” (¶32(d)). Sources:EMO news releases 2016-06-13 (Junior Mining Network archive), 2017-09-12 and 2018-09-12; EMO financial statements and MD&A, September 2018 to February 2021 (SEDAR+); The Market Online (The Market Herald) sponsored interview, 2022-06-02; OSC AEP ¶¶13 to 14, 32(d).
Operation Arms Length, the Falcon / Bandeira case file. · Updated 11 August 2026 (v4) · the public companion to the parallel investigation. This is a private, independent, open-source investigation compiled solely from public records. It is not affiliated with, authorised by, or endorsed by Lithium Ionic Corp., Emerita Resources Corp., the Ontario Securities Commission or any other government or regulatory body, any court, or PM Super Fund.
Primary sources: OSC Application for Enforcement Proceeding (9 April 2026); Emerita's Statement of Claim, Ontario Superior Court of Justice CV-26-00015174-0000 (29 July 2026, court-record copy); EMO continuous disclosure 2016 to 2026 and the Agency Agreement with Schedule "A" (SEDAR+); POCML 6 Inc. Filing Statement (SEDAR+, 2022-05-12); LTH continuous disclosure including the FY2025 audited statements (SEDAR+, 2026-06-05); DOU / ANM publications and the ANM open-data TAH and Cessões datasets; JUCEMG Certidões de Inteiro Teor (seventeen certified acts, hosted in redacted form); Brazilian Receita Federal CNPJ records; Companies House, Malta Minerals PLC 11450032; certified Ontario Business Registry records through 8 August 2026; O Globo (Lauro Jardim), 2026-04-14; and 2026 LTH / EMO governance news releases. The document library lists every hosted document. Presumption of innocence. Every named individual and entity is presumed innocent; the OSC application is an unproven allegation, both court claims are untested, and the Brazilian matters are disputed and unresolved. Gatekeepers and third parties named here are not OSC respondents and are presumed to have acted properly. Non-respondent family members are referenced by relationship only. No material non-public information is used. Nothing here is legal, financial, or investment advice.