Emerita's own Statement of Claim (SOC), issued July 29, 2026, alleges that certain former directors and officers breached their fiduciary duties in connection with the Falcon Project and repeatedly advised the Board, incorrectly, that Emerita was in default under the Option Agreement and had relinquished the project. Marilia Bento and Catherine Stretch, both standing for re-election, served on the Board continuously from 2016 through the entire period in which that advice was given and reflected in the Company's public disclosure, and both now sit on the Special Committee directing the litigation.
PMSF believes directors with potential personal exposure to this litigation should not control or influence the scope, pace or settlement of this litigation. Emerita's own SOC advances claims concerning the Falcon Project, which Emerita alleges was diverted from it and which underlies the Bandeira deposit now held by Lithium Ionic Corp. PMSF makes no prediction as to the outcome of any of these matters. Its point is narrower: the value potentially at stake is substantial, and value of that scale warrants oversight by directors who are independent of the conduct under examination.
In PMSF's view, the claim as issued is materially narrower than the recovery action shareholders were entitled to expect. It seeks no protection at all over the Falcon Project itself - no interlocutory injunction, no asset-preservation order, no Certificate of Pending Litigation, no parallel proceeding in Brazil, where the mineral titles are registered, is confined to Ontario, and abandons the intentional torts, punitive damages and elevated costs - all of which were sought in PMSF's draft.
The Circular omits that David Patterson, the Chairman, was a founding director of Emerita until December 2018, spanning the acquisition and payment for the asset now under litigation. He also called the overdue AGM on a compressed timeline with deficient disclosure in the circular, omitting material information.
These issues go directly to the suitability of the nominated directors and collectively demand a response.
Toronto, Ontario--(Newsfile Corp. - August 11, 2026) - PM Super Fund ("PMSF"), a shareholder of Emerita Resources Corp. ("Emerita" or the "Company") today announced that it intends to WITHHOLD its votes on the election of Marilia Bento, Catherine Stretch and David Patterson at the Company's annual and special meeting of shareholders on August 25, 2026, and urges its fellow shareholders to do the same. PMSF's rationale differs between Ms. Bento and Ms. Stretch, on the one hand, and Mr. Patterson, on the other, and is outlined separately below.
Shareholders seeking further information may visit www.voiceofemerita.com. Shareholders who require assistance with the mechanics of voting their own shares may contact Advisense Partners at 1.844.203.7770. PMSF is not seeking, and will not accept, proxies from any shareholders. Shareholders should vote using the form of proxy or voting instruction form provided to them by the Company or their intermediary.
PART 1 - WHY PMSF IS WITHHOLDING FROM MS. BENTO AND MS. STRETCH
PMSF has taken legal and strategic advice. Ms. Bento and Ms. Stretch are referred to below as the "Long-Serving Directors". Its reasons are as follows.
1. Both served throughout the period now in issue in Emerita's own claim
Ms. Bento has been a director since October 31, 2012 and Ms. Stretch since December 9, 2013. Emerita's Statement of Claim pleads that the Company entered the Falcon Project option agreement on June 13, 2016, exercised the option on September 12, 2018, and that title was transferred away from the Company in or about December 2020 to February 2021. Both directors served throughout that period.
Emerita's claim further pleads that its former officers presented the "relinquishment" disclosure to the Board for approval without taking steps to determine its accuracy, and were reckless or wilfully blind as to whether it was accurate. Emerita's own pleading therefore places the Board's approval of that disclosure squarely in issue. In PMSF's view, directors whose own conduct during that period may come to be examined cannot be expected to determine, without constraint, how far back the inquiry reaches, how the underlying facts are pleaded, or on what terms the claim is resolved.
2. Both sit on the Special Committee directing the litigation
The Circular discloses that the Special Committee comprises Ms. Bento (Chair), Ms. Stretch and Mr. Belan. Two of its three members are the two longest-serving directors on the Board. PMSF does not question their good faith. A committee constituted in this way, in PMSF's opinion, is not positioned to direct litigation in which the conduct of the Board during their own tenure is a live question.
3. Emerita's claim of independence addresses the wrong question
Emerita pleads that its Board and management are now completely independent from the former directors and officers it is suing. Independence from the defendants is not the same as independence from the subject matter. The relevant question for shareholders is not whether the Board is at arm's length from Messrs. Gower and Guy today, but whether the directors deciding how hard this claim is pursued have any personal interest in how far it reaches.
4. The releases and consulting arrangements were granted on this Board's watch
Emerita's Statement of Claim pleads that, at an emergency board meeting on April 19, 2026, Messrs. Gower and Guy agreed to resign in exchange for amendments to their consulting contracts, mutual releases and an agreed form of press release, and that Mr. Lopez resigned on the same terms in May 2026. The Circular, dated July 24, 2026, discloses monthly fees of $28,000 for Mr. Gower and $20,000 for Mr. Guy - $48,000 per month, or approximately $576,000 on an annualised basis - and identifies both as current consultants to the Company.
Emerita now pleads that those releases "were not intended" to preclude the very claims it has issued, and that the consulting contracts are being terminated for cause. PMSF makes two observations. First, a plaintiff should not have to litigate the meaning of releases it granted itself four months earlier; that is a vulnerability of the Board's own making. Second, those arrangements were granted, maintained and disclosed as subsisting for more than three months after the OSC proceeding was public, and were terminated only when the Company sued. Shareholders are entitled to ask why.
PART 2 - WHY PMSF IS WITHHOLDING FROM MR. PATTERSON
PMSF's concerns regarding Mr. Patterson are different in kind and are set out separately so that shareholders can assess them on their own terms.
1. The Circular omits his prior service as a founding director
The Circular discloses that Mr. Patterson has been a director since April 15, 2026, and describes his experience elsewhere in the market. It does not disclose that he was a founding director of Emerita, or that he served on the Board until December 13, 2018.
That is not a matter of inference. The Company's own news release of December 13, 2018 announced Mr. Patterson's resignation from the Board, and recorded that he had been with the Company since its inception. The omitted period is not incidental. It spans the June 13, 2016 option agreement for the Falcon Project and the Board's authorisation, in 2018, of the exercise of that option - the transactions by which, on Emerita's own pleading, the Company acquired and paid for the asset it is now suing to recover.
In PMSF's view, prior service on the board of the same issuer, during the period now in litigation, is information a shareholder would reasonably want when assessing a nominee - the more so where that nominee is the Chairman of the Board and the Chair of the Corporate Governance and Nominating Committee, the committee responsible for the meeting materials in which the omission appears. PMSF calls on the Board to correct this disclosure before the meeting.
2. He rejoined the Board immediately before the releases were granted, and chaired it immediately afterwards
Mr. Patterson rejoined the Board on April 15, 2026. Emerita's Statement of Claim pleads that on April 19, 2026 the Board met on an emergency basis and that Messrs. Gower and Guy agreed to resign in exchange for amendments to their consulting contracts, mutual releases and an agreed form of press release. Mr. Patterson became Chairman on April 20, 2026. Those are the arrangements Emerita must now litigate around, having pleaded that the releases "were not intended" to preclude its own claims.
3. Responsibility for the meeting
The AGM was called on a compressed timetable. The deficient disclosure in the management information circular and release of material information that goes to the suitability of nominated Directors after filing of the circular, collectively demand a response. As Chairman of the Board and Chair of the Corporate Governance and Nominating Committee, Mr. Patterson bears principal responsibility for the timetable on which this meeting was called and for the materials sent to shareholders.
PART 3 - CONCERNS ABOUT THE CONDUCT OF THE LITIGATION
1. The claim as issued is, in PMSF's view, materially narrower than what shareholders should expect
PMSF welcomes the fact that Emerita has commenced proceedings. This is what PMSF has pushed for since May 14, 2026 when it delivered the Demand Letter and draft Statement of Claim. Its concern is the scope of what was filed. The principal differences between PMSF's draft claim and the claim Emerita issued are:
No protection over the Falcon Project itself. The only interlocutory relief Emerita seeks is an injunction restraining the individual defendants from dealing with their Founders' Shares in Lithium Ionic. PMSF's draft sought an injunction restraining any dealing with the Falcon Project and a Certificate of Pending Litigation or Brazilian equivalent over the underlying lands. On the face of what has been filed, nothing prevents the Bandeira property from being advanced, financed against, encumbered, joint-ventured or disposed of while this litigation runs.
No proceeding in Brazil. Title to the Falcon Project sits in Brazil. PMSF's demand called for a parallel Brazilian proceeding to secure the lands. Emerita's claim is confined to Ontario.
The intentional torts are gone. PMSF's draft pleaded deceit, fraudulent misrepresentation and breach of confidence against the individual defendants. Emerita pleads breach of fiduciary duty only. It also omits the CAD $10 million punitive damages claim and seeks ordinary rather than substantial-indemnity costs.
Individually and cumulatively, these are choices that in PMSF's opinion reduce the pressure on the defendants and narrow the range of outcomes available to Emerita - and make an early cash settlement, rather than recovery of the asset, materially easier to reach.
2. The meeting timetable and the Circular
Emerita called this meeting on a compressed timetable. It then issued a Statement of Claim on July 29, 2026 - after the Circular was filed - containing allegations that in PMSF's view are directly material to a shareholder's assessment of the nominees, including the circumstances in which the mutual releases and consulting amendments were granted. That is in addition to the omission from Mr. Patterson's profile described above. PMSF also notes that Emerita's claim discloses that the Special Committee made its recommendation to the Board on July 16, 2026, and that the Board then unanimously authorised the action, showing how the influence of the Conflicted Directors is negatively impacting proper Board oversight. Failed disclosure of this material information in the Circular dated July 24, 2026 is further evidence of that. Shareholders voting on August 25, 2026 are entitled to a complete account of what the Board knew, and when, about the matters now pleaded.
A note on the other nominees
PMSF is not withholding from Mr. Merino, Ms. Ahlenius or Mr. Belan.
Mr. Merino has and continues to be the key executive of mining operations in Seville, has been a director since January 2013 and has therefore served throughout the period in issue. He is a respondent to the OSC Application for Enforcement Proceeding. PMSF is nevertheless not withholding from him, because he is not named in relation to the Falcon Project allegations, is not a defendant in Emerita's claim, and was not a defendant in PMSF's draft claim.
PMSF's recommendation is directed at board oversight of the Falcon litigation, not at Emerita's mining operations, and PMSF has confined it accordingly. Emerita's Spanish operating platform is central to the value PMSF is seeking to protect, and PMSF sees no basis to disrupt it. PMSF says this plainly because shareholders are entitled to PMSF's reasoning and not merely its conclusions, and it reserves its position should circumstances change.
Ms. Ahlenius and Mr. Belan joined the Board in June 2026 and bear no responsibility for the matters described above.
What a withhold vote does
Emerita has adopted a Majority Voting Policy. Under that policy, a nominee who receives more withheld votes than votes in favour is considered not to have the support of shareholders and must forthwith submit his or her resignation, which becomes effective on acceptance by the Board. The Board then refers the resignation to an advisory committee, which makes a recommendation the Board will consider.
The policy does not apply where an election involves a proxy battle - defined in the Circular as a circumstance in which proxy material is circulated in support of nominees who are not on the Board's slate.
PMSF has not nominated any candidate, is not proposing any alternative nominee, and is not circulating proxy material in support of any nominee. This is a withhold campaign only. The exception in the policy is therefore not engaged, and PMSF expects the policy to be applied.
PMSF notes that Emerita's policy sets no deadline for the Board's decision and no standard against which the Board must decide. PMSF calls on the Board, before the meeting, to publicly commit that it will accept the resignation of any nominee who does not receive majority support promptly after the results of the meeting are known.
Why the Falcon Project matters to Emerita shareholders
The Falcon Project's key property is now marketed by Lithium Ionic Corp. as the Bandeira lithium project. According to Lithium Ionic's public disclosure, it lies in Brazil's Lithium Valley adjacent to the operating CBL and Sigma Lithium mines, with the project's northwestern boundary approximately 500 metres from existing mining operations, and it is that company's flagship asset. Lithium Ionic's September 2025 feasibility study reports base-case economics for Bandeira of a post-tax net present value of approximately US$1.45 billion and an internal rate of return of 61%.
Emerita paid the consideration to acquire the Falcon Project. If the allegations in the OSC Application and in Emerita's Statement of Claim are established, that property belongs beneficially to Emerita, and through Emerita to its shareholders. PMSF's position is that recovery of the asset - not a discounted cash substitute - is the outcome shareholders should insist upon.
Additional steps PMSF is taking
Subject to the advice of its counsel, and in addition to the withhold campaign, PMSF intends to:
Amend its application for leave to commence a derivative action to include leave to intervene in the Emerita action, returnable September 4, 2026, rather than withdraw it, so that the supervisory jurisdiction of the Court is preserved until PMSF is satisfied that equivalent, enforceable safeguards are in place.
Press for an undertaking, or failing that an order, that no settlement, discontinuance, release or material narrowing of the claims occur without notice to PMSF and the approval of the Court - and, consistent with the position PMSF has taken since May 2026, that any proposed resolution be put to Emerita's shareholders rather than decided by a vote of the Board alone.
Press for preservation of the asset, including interlocutory relief and steps in Brazil to protect the lands underlying the Falcon Project, and for the claim to pursue return of the asset itself rather than a monetary substitute.
Press for genuinely independent conduct of the litigation, insulated from any person named as a respondent in the OSC proceeding and from directors in office during the period in issue, together with scrutiny of the mutual releases and consulting arrangements granted to departing insiders.
Continue to press for governance renewal and to bring these concerns before shareholders.
Reserve all of its rights, including to continue or expand its application should the conduct of the action fall short of protecting shareholders' interests.
Statement of Wayne Peters, director of the trustee of PM Super Fund
"We have said since May that Emerita had to sue to recover the Falcon Project, and we are glad the Company has finally done it. Its own filing sets out much of what we have been saying about how this asset was allegedly illegally misappropriated and about how these insiders were treated on their way out. But the claim that was filed is narrower than it needed to be. There is nothing in it protecting the project itself while the case runs.
Shareholders should insist on the return of the asset, not a discount.
In our view, directors who served throughout the period now being litigated, and who granted the releases and consulting arrangements to the very people the Company is now suing, should not be the ones deciding how hard these claims are pursued or on what terms they are settled.
This is why we are running a Withhold Campaign, why we are maintaining our application before the Court, and why we continue to insist that any resolution be put to shareholders, rather than decided behind closed doors by the very directors who granted these releases in the first place. We intend to see the recovery of the Falcon Project through, for the benefit of every Emerita shareholder."
Media Inquiries:
emoshareholders26@gmail.com
Shareholder Inquiries and Support:
Please visit www.voiceofemerita.com or
Call 1.844.203.7770
Email engage@advisensepartners.com
About PMSF
PMSF is an Australia-based private superannuation fund with a focus on long-term ownership of businesses. PMSF's address is L18 333 Ann Street, Brisbane, 4000 Australia. PMSF currently holds 11,620,000 common shares of Emerita, representing approximately 3.9% of the outstanding common shares.
Advisors
PMSF has engaged Goodmans LLP as special situations counsel, Ross Nasseri LLP as litigation counsel and Advisense Partners as a strategic advisor.
IMPORTANT DISCLOSURES
Important Information & Legal Notice - Allegations not Proven
The claims Emerita has advanced in its Statement of Claim, and the allegations made in the enforcement proceeding commenced by the Ontario Securities Commission, are allegations only and have not been proven. Each individual and entity named as a defendant in Emerita's action, or as a respondent in the Ontario Securities Commission's proceeding, is entitled to the presumption of innocence and to defend the allegations against them on the merits. Nothing in this release is, or should be taken as, a statement that any allegation has been established or proven, or a finding of wrongdoing against any person. Emerita's Statement of Claim is a public court document; references to it in this release are to the positions Emerita has pleaded, not to proven facts.
Information in Support of Public Broadcast Solicitation
PM Super Fund ("PMSF") is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This news release constitutes a public broadcast solicitation by PM Super Fund, and not by or on behalf of the management of Emerita Resources Corp. ("Emerita"), in connection with the annual general and special meeting of holders of common shares of Emerita (the "AGM"). The address of Emerita is 217 Queen Street West, Suite 301, Toronto, Ontario M5V 0R2.
PMSF has filed this news release containing the information required by section 9.2(4)(c) of NI 51-102 on Emerita's company profile on SEDAR+ at www.sedarplus.ca.
In connection with the AGM, PMSF may continue to solicit proxies by way of public broadcast, including through press releases, speeches, publications, statements on radio, newspaper or television, publicly available websites or other communications or media that are generally available to the public, in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws. Proxies may also be solicited by or on behalf of PMSF by certain of its employees, agents and representatives, without cost to shareholders, by telephone, email, personal solicitation and other forms of communication. The costs incurred in this solicitation will be borne by PMSF.
As noted in Emerita's management information circular dated July 24, 2026, a proxy given by a shareholder of Emerita for use at the AGM may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a shareholder of Emerita who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized in writing, and deposited either at the principal office of Emerita, 310-217 Queen Street West, Toronto, Ontario M5V 0R2, to the attention of the Corporate Secretary, on or before the last business day preceding the day of the AGM or any adjournment thereof or, as to any matter upon which a vote has not already been cast pursuant to the authority conferred by such proxy, with the Chair of the AGM on the day of the AGM or any adjournment thereof.
To the knowledge of PMSF, none of PMSF, or any of its partners, unitholders, directors or officers or any of its associates or affiliates, or their respective associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Emerita's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect Emerita or any of its affiliates; or (ii) by way of beneficial ownership of securities or otherwise in any matter proposed to be acted upon at the AGM, other than the election of directors to the board of directors of Emerita or the appointment of the auditors.
No Voting Commitments
PMSF is not seeking appointment as proxyholder, will not accept proxies, and is not asking any shareholder to enter into any voting agreement, voting commitment, joint actor arrangement or other understanding with PMSF.
Not an Offer; Not Advice
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and does not constitute investment, legal, tax or financial advice. PMSF is not affiliated with, endorsed by, or authorized by Emerita.
Disclaimer Respecting Publicly Sourced Information
Certain of the information contained in this news release, including, but not limited to, information concerning Emerita and valuation figures, has been taken from or is based upon publicly available documents or records filed on SEDAR + and other public sources, including, without limitation, publicly filed technical reporting of third parties. Although PMSF has no knowledge that would indicate that any statements contained herein taken from or based upon such documents or records or other public sources are untrue or incomplete, PMSF has not independently verified such information, does not provide any representation or assurance as to the accuracy or completeness of the information, or the appropriateness of the information for any particular analytical purpose, and does not assume and expressly disclaims any responsibility or liability in relation to such information taken from or based upon such documents, records and other public sources, or for any failure by such persons to disclose publicly events or facts that may have occurred or that may affect the significance or accuracy of any such information, but which are unknown to PMSF. The use of such information should not be viewed as any third-party indicating support for the views expressed by PMSF herein.
Forward-Looking Information
Certain statements in this news release are prospective in nature and constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements about PMSF's intentions with respect to its application and the conduct of the litigation, potential outcomes, and the value of the Falcon Project, and other statements with respect to PMSF's beliefs, views, opinions, positions and intentions, and similar statements concerning anticipated future events, results, outlook, circumstances, performance or expectations that are not historical facts.
Forward-looking information reflects PMSF's current beliefs, views, opinions, expectations and assumptions and are based on information currently available to PMSF. Forward-looking information is also subject to risks and uncertainties, including, without limitation, the outcome of court and regulatory proceedings, that could cause actual results to differ materially.
Readers are cautioned not to place undue reliance on forward-looking information, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking information will occur or that plans, intentions or expectations upon which the forward-looking information is based will occur. By its nature, forward-looking information involves known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such information.
All forward-looking information included in this news release is qualified by these cautionary statements. Unless otherwise indicated, the forward-looking information contained in this news release is made as of the date of this news release, and except as required by applicable law, PMSF does not undertake any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
The OSC Application is publicly available at: https://www.capitalmarketstribunal.ca/sites/default/files/2026-04/aep_20260409_emerita-resources-corp.pdf
PMSF Draft Statement of Claim is available at: www.voiceofemerita.com
Emerita Statement of Claim is available at: www.voiceofemerita.com
Previous News Releases:
May 14, 2026
June 8, 2026
June 22, 2026
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309178