Both jurisdictions on one spine. Read top-to-bottom: the Brazilian title record (teal) and Emerita's public disclosures (amber) run in parallel while the Canadian corporate vehicle (indigo) is built; red marks the allegations and the cleanest contradictions.
3 Mar 2008
Falcon Metais Ltda. constituted at Belo Horizonte (registered 18 March 2008), eight years before the option agreement.
JUCEMG Certidão D 31208091870 25 Mar 2009
Amazon Potash Corp. enters Falcon Metais. Forbes and Manhattan (Barbados) Inc. cedes 159,999,998 quotas and Diniz his single quota; Amazon Potash enters holding 99.99998% of the capital. Diniz signs for all three parties, as procurador of both companies; the Amazon Potash power of attorney was signed at Toronto in February 2009 by Anthony John Wonnacott. Registered 2 April 2009.
JUCEMG Certidão D 4113032 16 Mar 2016
Capital out of Falcon before the option. On a resolution of 16 December 2015, Falcon’s capital is reduced from R$ 8,800,000 to R$ 6,079,458 as "excess capital for the purposes of the company’s object", with the nominal value of the extinguished quotas returned to Amazon Potash; registered 25 April 2016, three months before the option agreement.
JUCEMG Certidão RD 5739050 13 Jun 2016
EMO-Falcon Metais Option Agreement announced. Emerita options a 100% interest in the Falcon Litio MG Project for 1.5 million shares (three 500k tranches); Falcon is sole owner and agrees to hold the project
"in trust" for Emerita until transfer. The news release frames the package as adjacent to Brazil’s only producing lithium mine, in “a proven environment for lithium.”
EMO news release 2016-06-13 (Junior Mining Network archive); OSC AEP ¶10 13 Jun 2018
The option’s stated expiry date. Five consecutive filings defined the Option Expiry Date as 13 June 2018 with no extension language, alongside the standing consequence: "If Emerita does not exercise the Option by the Option Expiry Date, Falcon will retain the Project."
EMO MD&As 2016-08-26 to 2018-05-25 (SEDAR+); the option page 5 Jul 2018
Malta Minerals PLC incorporated in England and Wales (11450032), Stockport. Subscribers: David Gower, Fernando Tallarico and Hélio Diniz. Companies House incorporation documents
29 Aug 2018
The extension wording appears. The first periodic filing after the expiry date has passed adds "but can be extended subject to mutual agreement" to a sentence that had been verbatim identical for five filings; in the record searched the phrase appears in that one document. The binding letter agreement, which would settle whether extension was always permitted, has never been filed.
EMO interim MD&A 2018-08-29 (SEDAR+); the option page 12 Sep 2018
Option exercised, but diverted. Third 500k tranche issued, 91 days after the stated 13 June 2018 Option Expiry Date and 14 days after the extension wording first appeared (
the option page); the OSC alleges it went to
HFX Consultoria (Diniz-controlled), not Falcon, and title to the project is
never transferred to Emerita.
OSC AEP ¶¶11 to 12 3 Oct 2018
Salobro terminated, 21 days after the exercise. Emerita terminates its option on the Salobro zinc project (Vale S.A. / IMS), its cornerstone Brazilian asset, writing off CAD 2,272,408; from this date the Falcon Project is Emerita’s only Brazilian project.
EMO FY2018 financial statements; FY2019 financial statements 29 Oct / 5 Nov 2018
MALTA DO BRASIL MINERAÇÃO LTDA. constituted by BS1 Mineração and Diniz personally, registered 5 Nov 2018. This is the company later renamed MGLIT; searches for "MGLIT" before Oct 2020 will miss it. JUCEMG Certidões de Inteiro Teor
4 Dec 2018
Malta Minerals PLC takes 999 of the 1,000 quotas of the Brazilian vehicle, recorded unpaid and with no price stated. The same day Diniz, signing as the plc’s director, grants himself a power of attorney of indeterminate duration. JUCEMG certidões; Companies House
8 Jan 2019
Malta Minerals PLC allots 8,285,000 shares to 21 people, paid otherwise than in cash by promissory note. No register-of-control form is ever filed to reflect the resulting change in the control bands. Companies House return of allotment
21 May 2019
Forbes Empreendimentos Minerais Ltda. becomes Falcon’s second sócio (renamed Forbes Participações Ltda. in 2022), acquiring BS1 Mineração’s single quota "por compra e venda, a valor contábil ... conforme acerto apartado": at book value, on terms in a side agreement not on any register. Registered 4 June 2019. The same instrument moves Falcon’s sede to Rua Rio Grande do Norte 1435, the address also used in the period by the vehicle and by Emerita do Brasil.
JUCEMG Certidão RD 7333978 4 Jul 2019
The only shareholder list the plc ever files: 24 holders, 18,685,000 shares. Diniz 33.18%, Gower 17.66%, Guy 4.01%, Merino-Marquez 0.13%; Emerita’s Brazilian attorney-in-fact by name-match at 0.27%. Companies House confirmation statement 2019-07-04
29 Jan 2020
The vehicle (then named Malta do Brasil, UK-owned) acquires the Galvani lithium processos in the same Araçuaí district,
15 months before the Falcon block transfer.
ANM SCM Cessões5 Feb 2020
Date of the
alleged "release letter" per the Diniz spokesperson (O Globo). Gower and Diniz separately told OSC investigators it was signed by hand in Toronto in
early March 2020 (¶34); the OSC alleges it "was created at some later time" (¶35). No DOU/SEDAR corroboration on the public record.
O Globo 2026-04-14; OSC AEP ¶¶34 to 3516 Jul 2020
Malta Minerals PLC files its last confirmation statement, capital only and no shareholder details. No register shows who owned the vehicle’s parent eleven weeks before it disposed of its only asset. Companies House
1 Oct 2020
The plc transfers its 999 quotas to Diniz personally for no stated consideration, Diniz signing for the plc under his own 2018 power of attorney, and
the same instrument renames the company MGLIT. From this date to 1 Oct 2021 the vehicle is 99.9% Diniz personally, and both published ANM acts fall inside that window.
JUCEMG Certidão de Inteiro Teor, act RD 8038042 (registered 5 Oct 2020) 10 Dec 2020
Gower seeks and
receives the list of Falcon mining claims from Diniz for the agency-agreement schedule.
OSC AEP ¶1523 Dec 2020
The acquirer’s own dating of the acquisition: "On December 23, 2020, MGLIT acquired seven mineral licenses from Falcon Metais Ltda covering more than 1,300 hectares in the prolific Aracuai lithium province." The sentence appears in both of Lithium Ionic’s management discussions and in neither set of its financial statements, and
no purchase price is stated in any filing, though other property purchases in the same filings carry prices.
POCML 6 Filing Statement 2022-05-12 28 Jan 2021
EMO’s
FY2020 audited financials (Note 5(b)) still describe a
"100% interest in the Falcon Litio MG Project," and the accompanying MD&A (year ended 31 December 2020) repeats that the project is an opportunity to
"add value at low cost." EMO audited financial statements & MD&A 2021-01-281 Feb 2021
★ ANM registers the cessão (assignment) Falcon → MGLIT (anuência prévia + averbação; cessão total, a full assignment). The only registered cessão in the ANM data.
DOU 2021-02-01 8 Mar 2021
ANM
Despacho Relação nº 51/2021 lists all 7 processos in 60-day cessão compliance phase to MGLIT.
DOU 2021-03-08Jun 2021
Gower confirms to Diniz an intention to form a private company to take MGLIT public, stating:
"We need a little distance between a transaction and Emerita." OSC AEP ¶205 Jul 2021
LI-Ionic Inc. (PrivateCo) incorporated in Ontario.
OSC AEP ¶22 to 23 6 Jul 2021
31,100,001 founder shares issued at CAD 0.0000001 to insiders, spouses and a friend.
OSC AEP ¶23; POCML 6 FS 26 Jul 2021
MGLIT
brings the annual mining tax (TAH) current across all seven claims on a single day. The ANM revenue record attributes every TAH to MGLIT, none to Emerita, with no 2020 payment on file.
ANM open-data TAH dataset17 Aug 2021
Companies House suspends the compulsory strike-off of Malta Minerals PLC: "an objection to the striking off has been received by the Registrar". The objector is not named and the suspension runs two years and four months. Companies House strike-off suspension notice
21 / 27 Sep 2021
Emerita do Brasil wound up. The
distrato records that
"os sócios nada recebem a título de haveres": Emerita had paid in R$ 3,844,200 and recovered nothing. Clause 4 assigns custody of the extinguished company’s books to
Diniz personally. Ten days before the MGLIT transfer instrument.
JUCEMG Certidão de Inteiro Teor, act RD 8815838 1 / 21 Oct 2021
PrivateCo acquires 99.9% of MGLIT: 998 quotas from Diniz and one from Forbes Empreendimentos, which exits as co-seller; Diniz retains one quota (transferred 10 February 2022) and remains administrador. Instrument dated 1 October, registered at JUCEMG 21 October; Diniz signs for the buyer and both sellers. The BRL 999 (~CAD 227) figure is the nominal value of 999 unpaid quotas and comes from the filing statement.
POCML 6 Filing Statement 2022-05-12 (BRL 999 / CAD 227, 99.9%); OSC AEP ¶25 20 Jan 2022
Merger sub 1000088600 Ontario Inc. incorporated, directed by PowerOne CFO David D'Onofrio (the POCML 6 sponsor). certified Ontario Business Registry 2026-06-22
7 Feb 2022
Amalgamation Agreement defines "Brazil Subco" as MGLIT and represents the PrivateCo owned "999 quotas" (99.9%) of MGLIT, holder of the Itinga / Bandeira rights.
executed Amalgamation Agreement, certified Ontario Business Registry 2026-06-22 10 Feb 2022
The last quota, and a retrospective consent. Diniz transfers his remaining MGLIT quota to Li-Ionic Inc. "em caráter oneroso" with no price stated; the same act records his express consent to the October 2021 Forbes transfer, curing a consent the 2021 instrument had omitted; and capital is raised from R$ 1,000 to R$ 3,000,000, converting R$ 784,443 the buyer had advanced since 28 December 2021. Diniz remains administrador.
JUCEMG Certidão RD 9180632 19 May 2022
Three-cornered amalgamation forms Lithium Ionic Corp. (POCML 6 renamed); PrivateCo + 1000088600 → Lithium Ionic Holdings Corp. (Amalco, OCN 1000208066).
OSC AEP ¶26; POCML 6 Filing Statement 2022-05-12; certified Ontario Business Registry 2026-06-22 8 Mar 2023
Valitar transformed into an S.A.; Lithium Ionic Holdings Corp. becomes a direct 10% shareholder of the surface-rights vehicle.
JUCEMG Certidão RD 31300154173 2 Jun 2023
A preferred class is created at
Valitar Participações S.A., the surface-rights vehicle 90% owned by a Diniz company, carrying a R$ 250,000,000 cumulative priority dividend and conversion into 99.99% of voting capital at the holder’s sole discretion. Four days after Lithium Ionic announced the R$ 10m facility to it.
The class appears in no Lithium Ionic filing. JUCEMG Certidão de Inteiro Teor, act RD 1059909812 Dec 2023
Malta Minerals PLC dissolved, while the Brazilian registration it had opened for the vehicle remained active. Companies House
29 Jan 2024
Portaria 479/SNGM/MME cuts processo 831.116/2016 from 15.79 to 9.77 ha (Sigma polygon dispute). DOU 2024-01-29
2024 (to Dec)
More than three years after the cessão, ANM administrative despachos through December 2024 still record Falcon Metais as "Interessado" on processo 831.116/2016. ANM SEI despacho 196902, 2024-12-27 (processo 48403.831116/2016-52)
20 Apr 2026
At Emerita: Gower resigns as CEO and director and Guy resigns as Chairman and director; Merino is appointed interim CEO and Patterson Chairman. Duras remains EMO’s CFO and Lopez remains its Corporate Secretary.
EMO news release 2026-04-20 20 Apr 2026
At Lithium Ionic: Gower, Guy and Diniz resign as directors and Lopez resigns as Corporate Secretary. Diniz, LTH’s former President, remains engaged as
Managing Director, Brazil under an independent-contractor agreement.
LTH news release 2026-04-20 13 May 2026
At Emerita: Lopez ceases as Corporate Secretary (Thompson appointed). Having resigned the same office at Lithium Ionic on 20 April, Lopez exits the Corporate Secretary role at both companies.
EMO news release 2026-06-03; certified Ontario Business Registry 13 May 2026
MGLIT’s first registry act after the OSC application (34 days after it): a R$ 3,485,662 capital injection by Lithium Ionic Holdings Corp., taking capital to R$ 213,485,662, with no change of owner or administrador; the objects clause by now expressly names spodumene concentrate.
JUCEMG Certidão RD 13887655 14 May 2026
PM Super Fund (PMSF) delivers a demand to Emerita’s Special Committee, calling on the company to commence proceedings to recover the Falcon Project.
PM Super Fund news release 2026-05-14 5 Jun 2026
LTH files its FY2025 audited financial statements (with the Q1 2026 interim statements); the MCTO (issued 4 May 2026) is revoked on 9 June. Deloitte’s report is an
unmodified opinion but carries a
Material Uncertainty Related to Going Concern section and one
Key Audit Matter, “Regulatory Matters,” the OSC allegations “surrounding the origin of the Bandeira Lithium Project”; Note 1 records that steps taken to verify title “do not guarantee the Company’s title.” The Company says the delay reflected additional audit diligence, “not the result of any issues, deficiencies, or concerns relating to the Company’s financial statements.”
LTH FY2025 audited financial statements 2026-06-05; LTH news release 2026-06-05 22 Jun 2026
A certified registry retrieval for Lithium Ionic Holdings Corp. shows Gower and Guy active and no officers on file. Accurate on its own date, and superseded sixteen days later. certified Ontario Business Registry profile report 2026-06-22
22 Jun 2026
Ontario Superior Court of Justice (Commercial List) sets a 4 September 2026 hearing for PM Super Fund’s application (OBCA s. 246) for leave to bring a derivative action on Emerita’s behalf against Lithium Ionic and certain current and former directors and officers, to recover the Bandeira Project; Emerita’s responding record is due 24 July 2026.
PM Super Fund news release 2026-06-22 8 Jul 2026
A certified Notice of Change records that Gower and Guy ceased as directors of Lithium Ionic Holdings Corp. on 20 April 2026, the same day they left the EMO and LTH boards, with Blake Hylands, the LTH parent’s CEO, elected sole director that day. The cessation reached the public register seventy-nine days after it took effect. certified CIA Notice of Change effective 2026-07-08
20 Jul 2026
Lithium Ionic files its circular for the 18 August 2026 meeting; it contains no reference to Emerita or to the leave application. LTH circular dated 2026-07-14
23 / 27 / 31 Jul 2026
The subsidiary’s register is brought current: its only officer is registered on 23 July bearing an appointed date of 3 November 2022, a gap of 1,358 days; the 2023 and 2024 annual returns are filed three minutes apart on 27 July; the 2025 return follows on 31 July. Five certified filings in twenty-three days, on a register whose only prior filings were a 2022 annual return of 31 July 2023 and the initial return of 30 March 2026. The dates are on the face of the documents and no motive is asserted. certified CIA notices and annual returns
29 Jul 2026
Emerita Resources Corp. sues, in its own name. The company issues a Statement of Claim in the Ontario Superior Court of Justice (CV-26-00015174-0000) against five of the individuals named in the OSC proceeding, Gower, Guy, Lopez, Duras and Diniz, and against Lithium Ionic Corp., Falcon Metais Ltda. and MGLIT Empreendimentos Ltda. It is a direct action by the company, not a derivative one, and it seeks a declaration of equitable interest, a constructive trust over the Falcon Project and over the founders’ shares, and tracing. The Board authorised it on the recommendation of the Special Committee of independent directors formed after the OSC announced its enforcement proceedings. Allegations, unproven and untested. Ontario Superior Court of Justice court record; EMO news release 2026-07-30
30 Jul 2026
Emerita files its management information circular for the
25 August 2026 annual and special meeting, record date 24 July 2026, and in the same release
confirms the claim publicly:
“Emerita also confirms that it has commenced a civil claim relating to the Falcon Project against certain former directors and officers, Lithium Ionic Corp., and other parties.” EMO news release, 30 July 20268 Aug 2026
A certified Profile Report confirms, on one page: Blake Hylands sole director of Lithium Ionic Holdings Corp., Thomas Olesinski sole officer. No director was appointed after 31 July. certified Ontario Business Registry profile report 2026-08-08
18 Aug 2026
Upcoming. Lithium Ionic annual and special meeting, record date 3 July 2026. LTH circular
25 Aug 2026
Upcoming. Emerita annual meeting, record date 24 July 2026. EMO notice of meeting
4 Sep 2026
Upcoming. PM Super Fund’s leave application heard. Further dates in the Capital Markets Tribunal proceeding fall on 31 August, 2 September and 10 September 2026. court and tribunal records