One legal person, two names
The company that received the seven Falcon claims was not created for the purpose in December 2020. It had existed for twenty-six months, under a different name, with a United Kingdom parent. Its whole corporate life is now on this site, in seventeen certified registry acts (Certidões de Inteiro Teor) hosted in redacted form and linked act by act.
MGLIT Empreendimentos Ltda., CNPJ 31.931.255/0001-00, was constituted on 29 October 2018 (registered 5 November 2018) as MALTA DO BRASIL MINERAÇÃO LTDA., by BS1 Mineração Ltda. and Hélio Botelho Diniz personally, with a capital of R$ 1,000 and a generic mining objects clause that did not mention lithium. It was renamed MGLIT by a single instrument on 1 October 2020. Same CNPJ, same registry number, continuous existence: a name change, not a new company. Anything the entity did before 1 October 2020 is Malta do Brasil's history, unbroken, and any search of that period that looks only for "MGLIT" will miss it.
| Instrument date | Act | Owners after the act |
|---|---|---|
| 29 Oct 2018 | act RD 31211211627 | BS1 Mineração Ltda. + Hélio Botelho Diniz (constitution, as Malta do Brasil) |
| 4 Dec 2018 | act RD 7104229 (not held) | Malta Minerals PLC (999 quotas, recorded unpaid, no price stated) + Forbes Empreendimentos Minerais Ltda. (1) |
| 1 Oct 2020 | act RD 8038042 | Hélio Botelho Diniz personally (999) + Forbes Empreendimentos Minerais Ltda. (1). The same instrument renames the company MGLIT |
| 1 Oct 2021 | act RD 8859466 | Li-Ionic Inc. (999) + Hélio Botelho Diniz (1) |
| 10 Feb 2022 | act RD 9180632 | Li-Ionic Inc. (100%) |
| 13 May 2026 | act RD 13887655 | Lithium Ionic Holdings Corp. (100%), capital R$ 213,485,662 |
The registry file also shows the vehicle acquiring other lithium ground in the same district while UK-owned: the ANM assignments dataset records the Galvani processos moving to the entity (then named Malta do Brasil) on 29 January 2020. Sources: JUCEMG Certidões de Inteiro Teor as linked in each row; ANM SCM Cessões dataset.
The power of attorney of 4 December 2018
On the day the UK parent took its 999 quotas, a power of attorney was executed at Belo Horizonte. Grantor: Malta Minerals PLC, "neste ato representada por seu diretor, Sr. Helio Botelho Diniz". Grantee: Hélio Botelho Diniz. Diniz, signing as the company's director, appointed himself its attorney-in-fact. The annexed text grants him, among other powers, the power to "alienar, dispor, vender e ceder, em nome da OUTORGANTE, as quotas ou ações que compõem o capital social da Sociedade" (to dispose of, sell and assign the grantor's quotas) and to "eleger ou e/ou destituir administradores, inclusive apontar a si mesmo como administrador" (to elect or remove administrators, including appointing himself). Duration: indeterminate, until expressly revoked.
1 October 2020: the parent leaves, the name changes, no price is stated
By act RD 8038042 (instrument 1 October 2020, registered 5 October 2020), Malta Minerals PLC "cede e transfere, neste ato, a totalidade de suas quotas, no valor nominal de R$ 999,00 ... pendente de integralização, para o sócio ingressante Hélio Botelho Diniz". Three features are on the face of the instrument: the quotas were unpaid; no price is stated, with a mutual-quittance clause recording nothing further to claim; and the transferee is Diniz personally. The signature block shows Malta Minerals PLC acting "Por procuração: Helio Botelho Diniz": he exercised the 2018 power of attorney to transfer the principal's quotas to himself. The same instrument renamed the company MGLIT. The parent left and its name came off the subsidiary in one document.
From that date to 1 October 2021 the vehicle was 99.9% owned by Diniz personally, and every event by which the Falcon claims reached it falls inside that window: the acquirer's own acquisition date of 23 December 2020 (70 days after the restructuring came the claims-list request of 10 December, on the OSC's account at ¶15; 83 days after it, the stated acquisition), the ANM anuência prévia and averbação of 1 February 2021, and Despacho Relação nº 51/2021 of 8 March 2021. The sequence is stated; no inference is drawn from it.
The acquisition instruments, read closely
The two acts that moved the vehicle to the Lithium Ionic side, and the act that finished the job, reward a close read. Each is hosted here in full.
1 October 2021: one signature, three parties
By act RD 8859466 (instrument signed at Nova Lima 1 October 2021, registered 21 October 2021), Forbes Empreendimentos Minerais Ltda. transferred its single quota, and Diniz transferred 998 of his 999, to the incoming Li-Ionic Inc. The instrument states no consideration; the R$ 999 figure that circulates is the nominal value of 999 unpaid quotas, and the widely quoted "BRL 999 (~CAD 227)" price comes from the acquirer's later filing statement, not from the Brazilian instrument, which expressly records that nothing further is due between the parties. The signature block reads: LI-IONIC INC., "Por procuração: Helio Botelho Diniz"; HÉLIO BOTELHO DINIZ, sócio; FORBES EMPREENDIMENTOS MINERAIS LTDA., "Representada por: Hélio Botelho Diniz". One man signed for the seller, the co-seller and the buyer, and he is the act's only registered digital signatory. Diniz retained one quota and remained administrador.
What the annexes establish about the buyer
The annexes to the same certified act carry the buyer's Ontario corporate documents, consular legalisations and sworn translations. They establish, on the Brazilian public register: that Li-Ionic Inc. (Ontario Corporation No. 2851751, the company the OSC calls the "LI PrivateCo", later renamed Lithium Ionic Inc.) was incorporated on 5 July 2021 with Sergio Damian Lopez as its sole incorporator and sole first director, registered at his own Toronto address; and that on 7 July 2021, two days after incorporation and one day after the 31,100,001 founder shares were issued, Lopez as director granted Diniz a power of attorney expressly covering the acquisition and assignment of quotas before the Minas Gerais registry ("inclusive cessão e aquisição de quotas"), valid three years. The notarisation, Ontario authentication and Brazilian consular legalisation of that power ran 9 to 22 July 2021. Lopez is an OSC respondent and was Corporate Secretary of both Emerita and Lithium Ionic; these documents place him at the origin of the acquiring vehicle as a matter of registry record, not inference.
10 February 2022: the last quota, a retrospective consent, and the first documented cash
By act RD 9180632, Diniz transferred his last quota to Li-Ionic Inc., "em caráter oneroso", again with a clause recording that no additional amount is due, so the word "onerous" appears without a stated price. The act then does two things worth pausing on. First, clause 1.4 records Diniz's express consent to Forbes' quota transfer of the previous October and "ratif[ies] integrally all acts practised in the said alteration": the 2021 instrument had omitted a consent and pre-emption waiver its own contract required, and this clause cures that defect four months later, retrospectively. Second, the capital clauses record that the buyer had advanced R$ 784,443 to MGLIT by 10 January 2022 (advances of 28 December 2021 and 10 January 2022, converted to quotas), the first documented cash into the vehicle, as capital was raised from R$ 1,000 to R$ 3,000,000. Diniz ceased to be a quotaholder but remained administrador.
The capital arc, and the act after the OSC application
From R$ 1,000 at constitution, MGLIT's registered capital reached R$ 213,485,662 by 13 May 2026, through a series of registered increases beginning in February 2022. The last held act, RD 13887655 (instrument 13 May 2026, registered 21 May 2026), is dated 34 days after the OSC application. What it does is narrow: Lithium Ionic Holdings Corp., represented by Diniz, subscribes and pays up a further R$ 3,485,662, and the consolidated contract by this date expressly names lithium and spodumene concentrate in the objects clause that began as generic mining. No owner changes, no administrator changes: the post-application act is a capital injection, not a restructuring. The 10 February 2025 act, RD 12546327, had annexed a fresh Lithium Ionic Holdings Corp. power of attorney, consistent with the 2021 power expiring on its own three-year term in July 2024.
Sources for this section: JUCEMG Certidões de Inteiro Teor, acts RD 31211211627, RD 8038042, RD 8859466, RD 9180632, RD 12546327 and RD 13887655, each hosted in redacted form and linked above; certified Ontario Business Registry profile reports (retrieved 2026-06-22) for the Li-Ionic Inc. / Lithium Ionic Inc. / Lithium Ionic Holdings Corp. chain; OSC AEP ¶¶15, 22 to 25. Portuguese passages are quoted from the instruments; translations are the investigation's own working translations.
Six entities, one time axis
Everything on this page, drawn. One lane per entity, every registered act as a dated mark, relationships as ribbons between lanes. The Malta Minerals ownership ribbon ends on 1 October 2020; the licence flow from Falcon Metais lands 83 days later. The two facts sit on the same axis so the sequence is visible rather than asserted.
Open the interactive version (hover any mark for the full note and its source; includes a complete event table and a dark mode) · download as PDF
The vendor’s owner: the United Kingdom register
Malta Minerals PLC was incorporated in England and Wales on 5 July 2018 at Stockport, company number 11450032. Its three subscribers were David Gower, Fernando Henrique Bucco Tallarico and Hélio Botelho Diniz. It opened a Brazilian tax registration for the vehicle on 8 November 2018, ten days after Malta do Brasil was constituted. It filed dormant accounts to 31 July 2019 signed by Gower, one shareholder list, one further confirmation statement in July 2020, and nothing afterwards. Compulsory strike-off was suspended on 17 August 2021 by an objection from a person the registrar does not name, and the company was dissolved on 12 December 2023, while the Brazilian registration it had opened remained active.
The only shareholder list the company ever filed
The confirmation statement made up to 4 July 2019 is the only register of members on the file. It is reproduced below because three independent arithmetic checks close the optical character recognition on the scan: the twenty-four holdings total 18,685,000 exactly, matching the capital on the January 2019 allotment return; the twenty-one non-founder holdings total 8,285,000 exactly, which is precisely that allotment; and the rounded percentages sum to 100.00.
| Holder as printed on the register | Shares | % | What the record supports |
|---|---|---|---|
| HELIO BOTELHO DINIZ | 6,200,000 | 33.18 | A single instrument names both: the power of attorney of 4 Dec 2018, in which Malta Minerals PLC is representada por seu diretor, Sr. Helio Botelho Diniz. OSC respondent |
| DAVID GOWER | 3,300,000 | 17.66 | Director from 8 Nov 2018 as David Patrick Gower, Irish nationality, resident Canada; signed the dormant accounts. No held document names both this man and the Emerita Gower. OSC respondent |
| ISATIS CAPITAL GROUP INC. | 2,160,000 | 11.56 | The largest outside block, and the only corporate member, was a Québec company administered by the plc’s own company secretary. In bankruptcy since 8 Jul 2026. No allegation is made against any person connected to it |
| SHANNON NOVAK | 1,000,000 | 5.35 | Appears nowhere else in this record |
| FERNANDO HENRIQUE BUCCO TALLARICO | 900,000 | 4.82 | Third founder and a director from incorporation; geologist, CREA-DF 8017D; with Diniz, a constituent of Malta do Brasil on 29 Oct 2018. Not a respondent |
| PAUL ROBERT PINT · CHRISTOPHER JUSTIN REID · VERNON ARSENEAU | 750,000 each | 4.01 each | Appear nowhere else in this record |
| MICHAEL LAWRENCE GUY | 750,000 | 4.01 | Exact three-element match to the OSC respondent and Emerita Chairman, pleaded in that form in the application. The statement gives no date of birth or address. OSC respondent |
| DAVID ARGYLE | 500,000 | 2.68 | A member of the company. Not a respondent |
| CARLOS HENRIQUE CRAVO COSTA | 300,000 | 1.61 | Name match to Emerita’s Qualified Person on its Salobro report and its Brazilian representante legal from Dec 2017, now Lithium Ionic’s VP Exploration. Cohort evidence, not a second identifier. Not a respondent |
| MARCELO ANDRADE CAVALCANTI ALBUQUERQUE | 300,000 | 1.61 | Appears nowhere else. Not to be confused with Rua Antônio de Albuquerque 156, the cluster street |
| MARINA FAGUNDES CARVALHO | 250,000 | 1.34 | Appears nowhere else in this record |
| ANTHONY JOHN WONNACOTT | 250,000 | 1.34 | Name-only as to this holding. A person of that name signed the Amazon Potash power of attorney at Toronto in Feb 2009. Not a respondent |
| THIAGO BASTOS BONAS | 100,000 | 0.54 | Appears nowhere else. Distinct from Thiago Aguiar Paes; do not conflate |
| CATHERINE ANNE STRETCH | 100,000 | 0.54 | Emerita’s own director, continuously since 9 December 2013, across the whole of the period this page covers. She held shares in the company that owned the vehicle. Not an OSC respondent and no allegation is made against her |
| JOSE JACOB FANTON | 75,000 | 0.40 | Appears nowhere else in this record |
| ROBERTA PAES LEME BOUSAS | 50,000 | 0.27 | OAB/MG 116355, signatory on the authentication of the constitution of Malta do Brasil on 29 Oct 2018, five weeks before the plc took its quotas. A four-element name match on the same transaction. Not a respondent |
| RITA DE CASSIA MEOTT | 50,000 | 0.27 | Appears nowhere else in this record |
| ZARGOS GANDARA HOOD | 50,000 | 0.27 | Emerita’s own attorney-in-fact in Brazil, appointed by Gower for Emerita at Toronto on 11 July 2017 and administrador of Emerita do Brasil from 22 November 2018. He signed Emerita’s acquisition of its Brazilian subsidiary and its distrato. He held shares in the company that owned the vehicle. Not an OSC respondent and no allegation is made against him |
| GUILHERME ANDRADE DOS ANJOS JACOME · ALFREDO ROSSETTO NUNES · RICARDO DE FREITAS LOPES | 25,000 each | 0.13 each | Appear nowhere else. Ricardo de Freitas Lopes is not Sergio Damian Lopez; different surname |
| JOAQUIN JESUS MERINO MARQUEZ | 25,000 | 0.13 | The Spanish double-surname structure maps exactly onto the hyphenated Canadian rendering used in the OSC application. OSC respondent |
| Total, 24 holders | 18,685,000 | 100.00 | Non-founder holdings 8,285,000, equal to the January 2019 allotment |
The acquirer's own account, and what it does not say
The listing document that took the asset public, the POCML 6 Filing Statement of 12 May 2022, is hosted here. It is the acquirer's own account of the acquisition, and it has been on the public record since that date. Five features of it are worth stating exactly.
1 · It states the acquisition date, without a price. "On December 23, 2020, MGLIT acquired seven mineral licenses from Falcon Metais Ltda." The sentence appears in the management's discussion reproduced in the filing statement; no purchase price for the licences is stated anywhere in the document, although other property acquisitions in the same filings carry prices.
2 · It contradicts its own date. The technical section of the same document says: "The Itinga Project tenements were first acquired by Falcon Metais between 2009 and 2016. In 2021, Falcon Metals ... transferred the tenements to Lithium Ionic Brazil." December 2020 in one section, 2021 in another, in one filing. The Brazilian register's own dates are 1 February 2021 (registered assignment) and 8 March 2021 (compliance despacho).
3 · It affirmatively erases any predecessor. The technical section states: "Therefore, there are no previous mineral exploration activity carried out by another company or landowner and no historical mineral resources estimates or reserves, only the presence of tourmaline artisanal mining." Emerita is never mentioned in connection with the property; the name appears in the document only in director biographies and the other-reporting-issuer table. Whether the exploration statement is accurate is a technical question; what is not in dispute is that a reader of this document was told there was no prior company to look for.
4 · The conveyance is not a listed material contract. The Material Contracts section lists the amalgamation agreement, the agency agreement, the subscription receipt agreement and the conveyance of the MGLIT quotas. The instrument by which the seven licences moved from Falcon Metais to MGLIT, the transaction on which the entire asset depends, is not listed and has never been filed on any register searched.
5 · It is the document that reconciles the founder-share numbers. Its share tables disclose 23,500,001 founder shares issued to directors and officers in their own names, against the OSC's grouped 30,500,000 (which bundles two spouses and a friend); the difference is exactly 6,999,999 shares, and the friend is named nowhere in the document. It also discloses, in its non-arm's-length section, the two-step 2021 to 2022 transfer of the MGLIT quotas from Diniz and the Forbes company, matching the Brazilian instruments.
A discipline travels with all of this: the filing statement has been public since 12 May 2022, and Emerita's own agency agreement, with the same seven claim numbers under the heading "Falcon Litio Project", since 13 January 2021. From May 2022, then, a reader holding both public documents could line up Emerita's schedule with Lithium Ionic's project. What such a reader could not learn from either document is any of the matters now contested: the trust, the default question, and the authorisation of the release. Matching the lists proves a transfer, not a wrong.
Source: POCML 6 Inc. Filing Statement, SEDAR+ 12 May 2022 (quotations verbatim); EMO Agency Agreement and Schedule "A", SEDAR+ 13 January 2021; DOU 2021-02-01 and 2021-03-08.
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.