PMSF's recommendation is unchanged: WITHHOLD from Marilia Bento, Catherine Stretch and David Patterson. There is, in truth, only one question before shareholders on August 25: why did it take four years - and, in the final four months, sustained pressure from a shareholder and an application before the Court - for this Board to reach the most obvious conclusion available to it and sue to recover the most valuable asset this Company has ever owned, the Falcon Project which includes Lithium Ionic Corp's flagship Bandeira property?
PMSF also draws shareholders' attention to two important matters for Shareholders. 1. Marilia Bento, Chair of the Special Committee, refused Court cross examination Tuesday August 11, 2026. 2. Catherine Stretch was a shareholder of Malta Minerals PLC and this was not disclosed in the Circular. This United Kingdom company founded and directed by two of the individuals Emerita is now suing, was the parent company from December 2018 to October 2020 of the Brazilian entity later renamed MGLIT Empreendimentos Ltda. MGLIT acquired the Falcon Project mineral rights on December 23, 2020, and Emerita has named MGLIT as a defendant. Ms. Stretch is one of the three members of the Special Committee directing that litigation. In PMSF's view it is information a reasonable shareholder would want before voting, and it is incompatible with her role on that committee.
Emerita's August 12 release asks shareholders to look forward rather than back, points to a refreshed Board, points to the claim it has now issued, and asks for continuity. PMSF's answers are these. The recent past is precisely what is on the ballot, because it is the record of how this Board acted once the Falcon Project was squarely before it. PMSF does not dispute the appointment of the new directors - it is withholding from none of them - but it rejects the proposition that the composition of the Board is now adequate. The claim is welcome, and PMSF says so again; it came four years after the OSC began asking questions, and only after PMSF's demand and its application to the Court. And continuity is a virtue only where the period being continued withstands examination. There is no shortage of qualified independent directors, and a director with fresh eyes can learn an asset far more quickly than a conflicted committee can be made independent of one.
Key points
Four years, on Emerita's own pleading. Emerita's Statement of Claim pleads that the OSC began making inquiries in the summer of 2022 and commenced a formal investigation in 2023. The Special Committee was not formed until March 18, 2026; it did not recommend a claim until July 16, 2026; and no claim was issued until July 29, 2026 - after PMSF's May 14 demand letter and draft claim, and after PMSF issued and advanced its application before the Court. Shareholders are entitled to ask why it took four years, and four months of sustained pressure, to reach the conclusion that the Company should sue to recover the largest single asset it has ever owned.
Marilia Bento, Chair of the Special Committee, did not attend for cross-examination. Ms. Bento swore an affidavit dated July 24, 2026 in opposition to PMSF's application. She did not attend for cross-examination on that affidavit on August 11, 2026. PMSF has asked the Court to strike her affidavit, or to grant such other remedy for her non-attendance as is just. Shareholders are being asked to re-elect her as the director principally responsible for overseeing this litigation.
Ms. Bento and Ms. Stretch served throughout the period in issue. Directors since October 31, 2012 and December 9, 2013 respectively. Emerita's own claim pleads that its former officers "repeatedly incorrectly advised the Board" that the Company had relinquished the Falcon Project, and presented the relinquishment disclosure "for Board approval". Both were on the Board that received that advice and approved that disclosure. Both now sit on the Special Committee directing the litigation. Independence from the defendants is not independence from the subject matter.
Catherine Stretch, a Special Committee member, held shares in the company that controlled the entity Emerita is suing. Malta Minerals PLC was incorporated in England and Wales on July 5, 2018; its subscribers were David Gower, Fernando Henrique Bucco Tallarico and Hélio Botelho Diniz, and Messrs. Gower and Diniz are defendants in Emerita's claim. Its only filed shareholder list records Catherine Stretch as a member holding 100,000 shares (0.54%), alongside Mr. Diniz (33.18%), Mr. Gower (17.66%) and Michael Lawrence Guy (4.01%). Malta Minerals PLC owned the Brazilian subsidiary, later renamed MGLIT from December 4, 2018 until October 1, 2020. MGLIT acquired the Falcon Project mineral rights on December 23, 2020. Emerita has sued MGLIT. Mr. Merino, who also appears on that register, is not a member of the Special Committee, and PMSF is not withholding from him. PMSF has identified no disclosure of Ms. Stretch's interest in the Circular or in Emerita's other continuous disclosure.
It was not the Company that was in crisis. It was the Board. Emerita pleads that its former directors and officers "improperly sought amendments to their consulting agreements and mutual releases in exchange for resigning their positions, when the Company was in crisis". In PMSF's view that characterisation does not withstand scrutiny. In April 2026 Emerita was financed, held the Iberian Belt West project, had a long-standing claim before the Spanish courts in respect of the Aznalcóllar tender process, and had the Falcon Project available to be recovered. The Company was not in crisis on April 19, 2026, it was the Board that was in crisis. This, ten days after the OSC named its Chief Executive Officer, its Chairman and its Corporate Secretary and its Chief Financial Officer in an enforcement proceeding. That is the decision shareholders are now being asked to weigh, and it is why PMSF launched its withhold campaign on August 11, 2026.
The releases and consulting agreements were granted after the OSC proceeding was public, and terminated only when the Company sued. Emerita pleads that on April 19, 2026 - ten days after the OSC's Application for Enforcement Proceeding - the Board agreed amendments to the consulting contracts of Messrs. Gower and Guy, mutual releases and an agreed form of press release, in exchange for their resignations, and that Mr. Lopez resigned on the same terms on May 13, 2026. Emerita now pleads that those amendments and releases were "improperly sought" and that the consulting agreements "are being terminated for cause for breach of fiduciary duty". They were disclosed as subsisting in the Circular dated July 24, 2026, five days before the claim was issued.
Shareholders have no alternative slate because of the timetable the Board chose. Notice was given on July 17, 2026 for a meeting on August 25 - 39 days. Under the Company's own advance notice by-law that collapsed the nomination window to ten days after the announcement, closing on or about July 27 - three days after the Circular was dated and two days before Emerita issued its Statement of Claim.
PMSF seeks supervision by a judge, not control by a shareholder. For the AGM, PMSF has nominated no one, seeks no seat for itself, and is not seeking proxies from any shareholder. Its application asks the Court, in the alternative and in any event, for an order under sections 248 and 249 of the Business Corporations Act (Ontario) that no stay, discontinuance, settlement or dismissal of the Falcon action occur without the approval of the Court. That protection does not exist today.
Toronto, Ontario--(Newsfile Corp. - August 13, 2026) - PM Super Fund ("PMSF"), a shareholder of Emerita Resources Corp. ("Emerita" or the "Company") (TSXV: EMO), today provided new information concerning the past dealings of a director now overseeing the Falcon litigation, responded to the news release issued by Emerita on August 12, 2026, and confirmed that its recommendation is unchanged: shareholders should WITHHOLD from the election of Marilia Bento, Catherine Stretch and David Patterson at the meeting on August 25, 2026.
PMSF welcomes the fact that Emerita has now commenced proceedings, and says so again. PMSF is not withholding from Joaquin Merino, Agne Ahlenius or Joseph Belan. Its concerns are narrow - the oversight of the Falcon litigation and the accuracy of the disclosure given to shareholders - and are set out below by reference to Emerita's own filings.
Every allegation referred to in this release is an allegation only. None has been proven. Each person named is presumed innocent and entitled to defend. PMSF makes no prediction as to the outcome of any proceeding.
1. "Delivering accountability" - four years later, and only after PMSF acted
Emerita's release asks shareholders to consider "why the directors who brought about the accountability and legal action demanded" are being targeted. The chronology in Emerita's own Statement of Claim answers that question differently.
The OSC began making inquiries of the Company in respect of the Falcon Project in the summer of 2022, and commenced a formal investigation in 2023.
Emerita pleads that it formed a Special Committee on March 18, 2026, once it was revealed that the OSC was planning to allege that its directors and officers had misappropriated the Falcon Project. The OSC issued its Application for Enforcement Proceeding on April 9, 2026.
PMSF delivered its demand letter, with a draft Statement of Claim, on May 14, 2026, and then issued and advanced its application to the Court.
The Special Committee made its recommendation to the full Board on July 16, 2026. The claim was issued on July 29, 2026.
PMSF does not suggest that any director acted otherwise than in what he or she believed to be the Company's interests. Its point is narrower and, in its view, unanswerable on the face of the record: the Board now presented to shareholders as the author of accountability is substantially the same Board that sat while the Company disclosed a relinquishment it now pleads was wrong, and while the OSC made inquiries from 2022 and ran a formal investigation from 2023.
2. "Five of six nominees are independent" - independence of what?
Emerita's release rests on independence: five of six nominees independent, an independent Special Committee, a Board now wholly independent of the former directors and officers it is suing. PMSF does not dispute that the current Board is at arm's length from Messrs. Gower and Guy today, nor that its directors meet the statutory definition. That is not the question. Independence from the defendants is not the same as independence from the subject matter.
Emerita's Statement of Claim pleads, at paragraph 71, that the former officers:
(c) repeatedly incorrectly advised the Board that Emerita was in default under the Option Agreement and had "relinquished" the Falcon Project …; [and] (d) presented the Relinquishment Disclosure for Board approval without taking any steps to determine its accuracy and/or while being wilfully blind or reckless in respect of its accuracy.
That pleading necessarily puts in issue what the Board was told, what it approved and what inquiry it made. The relinquishment was disclosed in the MD&A dated May 27, 2021, repeated on August 26, 2021 and again on January 27, 2022. Ms. Bento and Ms. Stretch were directors throughout that period, as they were through the June 13, 2016 option agreement, the September 12, 2018 exercise, and the December 2020 transfer of the Falcon Project mineral rights away from the Company.
The Special Committee comprises Ms. Bento (Chair), Ms. Stretch and Mr. Belan. Ms. Bento and Ms. Stretch are two of the three longest-serving directors on the Board, and Ms. Stretch held shares in the company described in Part 3 below. Emerita emphasises that the Board authorised the claim unanimously. Unanimity is not independence. In PMSF's view a committee constituted in this way is not positioned to determine, free of any personal interest, how far back the inquiry reaches, how the facts are pleaded, which parties are pursued, or on what terms the claim resolves. Governance requires not only propriety but the appearance of propriety. That is a structural observation about composition. It is not an allegation of bad faith, and PMSF makes none.
3. Marilia Bento, Chair of the Special Committee did not attend for cross-examination
Ms. Bento swore an affidavit dated July 24, 2026 in opposition to PMSF's application. She did not attend for cross-examination on that affidavit on August 11, 2026. PMSF's amended Notice of Application asks the Court, under rule 39.02 of the Rules of Civil Procedure, to strike her affidavit or to grant such other remedy for her non-attendance as is just. PMSF makes no submission here as to how the Court should decide that question. It says only this: the Chair of the committee that decided how this claim would be framed put evidence before the Court in the Company's defence and did not make herself available to be tested on it. Shareholders are entitled to weigh that when deciding whether she should continue to oversee this litigation.
4. Malta Minerals PLC: an undisclosed relationship, and why it bears on the Special Committee
The matters below are recorded on public registers in the United Kingdom and Brazil, and PMSF and its counsel hold the underlying source documents. PMSF states those matters and nothing more. It makes no allegation of wrongdoing against Ms. Stretch, and none against any other person named below, several of whom are not respondents in or parties to any proceeding. It does not suggest that holding shares in a private company is itself improper, and it does not allege that Ms. Stretch knew of or participated in any of the matters alleged by the OSC or by Emerita.
One point should be made at the outset, because it disciplines everything that follows. Malta Minerals PLC never held the Falcon Project mineral rights, and it had ceased to hold any interest in the Brazilian entity almost three months before that entity, MGLIT, acquired those rights on December 23, 2020. PMSF's point does not depend on any chain of title and does not assert one. What matters is the relationship: a director who now sits on the three-member committee deciding how this claim is pursued was a shareholder in the private company founded and directed by two of the individuals that claim is against, and which owned the corporate vehicle that, on Emerita's own pleading, later received the Falcon Project. Not only was it an interlocking relationship, it was also a co-investor relationship. The relationship existed, shareholders were not told of it, and in PMSF's view it is incompatible with Ms. Stretch's position on that committee.
What the registers record
Malta Minerals PLC was incorporated in England and Wales on July 5, 2018, company number 11450032. Its subscribers were David Gower, Fernando Henrique Bucco Tallarico and Hélio Botelho Diniz. Mr. Gower and Mr. Diniz are each named as respondents in the OSC proceeding and as defendants in Emerita's Statement of Claim.
A Brazilian subsidiary of Malta Minerals PLC, Malta do Brasil Mineração Ltda., was constituted by instrument dated October 29, 2018. On December 4, 2018 Malta Minerals PLC took 999 of its 1,000 quotas, recorded on the Brazilian commercial register as unpaid and with no price stated.
On October 1, 2020 those 999 quotas passed to Mr. Diniz personally for no stated consideration, and the same instrument renamed the company MGLIT Empreendimentos Ltda. From that date Malta Minerals PLC held no interest in the entity.
The only shareholder list Malta Minerals PLC ever filed - the confirmation statement made up to July 4, 2019 - records 24 holders of 18,685,000 shares. Catherine Stretch is recorded as a member holding 100,000 shares (0.54%). The list also records Hélio Botelho Diniz (33.18%), David Gower (17.66%), Michael Lawrence Guy (4.01%) and Joaquín Jesús Merino Márquez (0.13%).
Malta Minerals PLC filed dormant accounts to July 31, 2019 signed on the company's behalf by David Gower as director, a final confirmation statement on July 16, 2020 carrying capital only, and nothing thereafter. Its compulsory strike-off was suspended on August 17, 2021 following an objection by a person the registrar does not name. It was dissolved on December 12, 2023.
How MGLIT came to be part of Lithium Ionic Corp.
The sequence below is taken from Emerita's own Statement of Claim. PMSF adopts it as pleaded and does not add to it.
December 23, 2020 - MGLIT acquires the Falcon Project mineral rights. Emerita pleads that Mr. Diniz caused title to the Falcon Project to be transferred from Falcon Metais Ltda. to MGLIT, and that the Diniz defendants knew this was a clear breach of the Option Agreement. The transfer was registered with Brazil's Agência Nacional de Mineração on February 1, 2021. By this date Malta Minerals PLC had held no interest in MGLIT for almost three months.
July 5, 2021 - LI PrivateCo is incorporated. Emerita pleads that, following the decision to pursue the Falcon Project outside of Emerita, LI PrivateCo was incorporated with Messrs. Diniz, Gower, Guy and Lopez as its first directors. Mr. Duras later became its Chief Financial Officer.
July 6, 2021 - the Founders' Shares are issued. Emerita pleads that on the day after incorporation Messrs. Diniz, Gower, Guy and Lopez resolved that LI PrivateCo would issue 31,100,000 common shares for $3.00 in total, and that they issued 30,500,000 of those shares to themselves and to Mr. Duras: 8 million to Mr. Diniz; 8 million to Mr. Gower together with his spouse and a friend; 8 million to Mr. Guy; 6 million to Mr. Lopez together with his spouse; and 500,000 to Mr. Duras. Each of them then entered into consulting services agreements with LI PrivateCo.
Late 2021 to early 2022 - LI PrivateCo acquires MGLIT. Emerita pleads that LI PrivateCo acquired MGLIT, and thereby the Falcon Project, from Mr. Diniz for CAD$227.00, along with several other licences, and that this was a further clear breach of the Option Agreement. LI PrivateCo then raised nearly $20 million through private placements in December 2021 and February 2022.
May 19, 2022 - Lithium Ionic Corp. is formed. Emerita pleads that Lithium Ionic was formed as a public issuer through a Qualifying Transaction involving the amalgamation of LI PrivateCo with POCML 6 Inc. and 1000088660 Ontario Inc., that LI PrivateCo became its wholly owned subsidiary, and that the Founders' Shares were exchanged on a one-for-one basis for Lithium Ionic common shares. Messrs. Gower, Guy and Diniz became directors of Lithium Ionic; Mr. Lopez became its corporate secretary; Mr. Duras became its Chief Financial Officer. Lithium Ionic began trading on the TSX Venture Exchange on May 24, 2022.
- Today. Emerita pleads that the Falcon Project now forms part of what Lithium Ionic calls the Bandeira Project, and that at no point has any consideration been paid to Emerita for the Falcon Project. MGLIT and Lithium Ionic Corp. are named defendants in Emerita's claim.
What PMSF does not say
Malta Minerals PLC never held the Falcon Project mineral rights, directly or indirectly. Any suggestion that the United Kingdom company sat in the chain of title would be wrong on the dates, and PMSF does not make it.
PMSF makes no allegation against Mr. Merino and is not withholding from his election. His name appears on the same register, and shareholders are entitled to the record rather than a selection from it. The distinction PMSF draws is the one that matters for this release: Mr. Merino is not a member of the Special Committee. He is not among the three people deciding how the Falcon claim is framed, how far it reaches and on what terms it may resolve. He is not named in the OSC's Falcon Project allegations, is not a defendant in Emerita's claim, and was not a defendant in PMSF's draft claim.
What PMSF asks the Board to disclose
PMSF asks the Board of Emerita to state publicly, before the proxy deadline of 10:00 a.m. Toronto time on Friday, August 21, 2026:
when Ms. Stretch acquired her Malta Minerals PLC shares and on what terms, and when and on what terms the holding ended;
what the purpose of the investment was;
whether that interest was disclosed to the Emerita Board, and when;
whether it was considered when the Special Committee was constituted on March 18, 2026, and in the framing of the claim issued on July 29, 2026 naming MGLIT as a defendant; and
why it was not disclosed to shareholders in the Circular sent to them for this meeting.
PMSF asks these questions because it considers the answers to be information a reasonable shareholder would want before voting. Shareholders were entitled to that fact before being asked to re-elect Ms. Stretch, and before the committee's independence was put to them as a reason to vote in favour. PMSF's separate view on the composition of the Special Committee is a matter of governance judgment: a director who held shares in a private company founded and directed by two of the defendants, and which controlled the corporate vehicle that later received the Falcon Project, should not in PMSF's opinion be one of three people deciding how vigorously that claim is pursued and on what terms it resolves.
5. The releases and consulting agreements - granted after the OSC proceeding, terminated only when the Company sued
Emerita lists among its acts of accountability that it "terminated its remaining independent contractor arrangements with former directors and officers". The sequence matters.
The OSC issued its Application for Enforcement Proceeding on April 9, 2026.
Emerita pleads that on Sunday April 19, 2026 - ten days later - 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. Lopez resigned on May 13, 2026 "on the same terms".
The Circular dated July 24, 2026 - more than three months after the OSC proceeding became public - discloses monthly fees of $28,000 for Mr. Gower and $20,000 for Mr. Guy, describing each as a current consultant. That is $48,000 a month, or roughly $576,000 annualised.
The Statement of Claim, issued five days later, pleads that those contracts "are being terminated for cause for breach of fiduciary duty", that the individuals "improperly sought amendments to their consulting agreements and mutual releases in exchange for resigning their positions, when the Company was in crisis", and that the mutual releases "were not intended" to preclude the claims now brought.
Two observations follow.
First, on "cause". Emerita's present position is that these arrangements are terminable for cause for breach of fiduciary duty. Under the Business Corporations Act (Ontario) a board cannot remove a director - that is a matter for shareholders - but it may remove an officer at any time, and Messrs. Gower, Guy and Lopez each held officer positions. If the Company's position is that cause was available, shareholders are entitled to ask what this Board understood in April and May 2026, when it negotiated resignations in exchange for amended consulting terms, mutual releases and an agreed press release rather than acting on the basis it now asserts.
Second, on access to Company information. Shareholders are entitled to ask the Board a direct question: what Company information did Messrs. Gower, Guy and Lopez have access to under those consulting arrangements between April 19, 2026 and their termination, and what steps did the Board take to restrict it? PMSF makes no assertion as to the answer. It says the question should be put and answered before the meeting.
Those arrangements were granted by this Board, maintained for more than three months after the OSC proceeding was public, disclosed as subsisting in the meeting materials sent to shareholders, and terminated only when the Company issued a claim that it issued only after PMSF's demand and application. Emerita must now litigate the meaning of releases it granted itself three months earlier. In PMSF's view that is a vulnerability of the Board's own making, and precisely the kind of decision shareholders are entitled to weigh when voting on the directors who made it.
6. "No alternative slate" - the Board set the timetable that made that impossible
Emerita says shareholders "have not even been presented with an alternative slate", and that PMSF and others "had ample opportunity to propose one or more candidates". PMSF is focused on the robust prosecution of the Falcon claim, not on board representation. This is not a proxy fight. PMSF does not allege the meeting was called unlawfully. It says the timetable was compressed, that the compression was the Board's choice, and that the Board cannot rely on the consequences of its own choice as a reason to support its nominees. The arithmetic is on the public record:
Notice of the meeting and record dates was given on July 17, 2026 for a meeting on August 25, 2026 - 39 days.
Section 9.1A of By-Law 1A requires a nominating shareholder's notice not less than 30 nor more than 65 days before the meeting; but where the meeting is called for a date less than 50 days after the first public announcement, notice may be given not later than the close of business on the tenth day following that announcement.
The ten-day fallback therefore applied, and the nomination window closed on or about July 27, 2026 - three days after the Circular was dated and two days before Emerita issued its Statement of Claim.
Shareholders minded to propose an alternative slate were required to identify, vet, obtain consents from and formally nominate a full slate of replacement directors within ten days of learning the meeting date, and before seeing either the completed meeting materials or the Company's own pleading describing the April 19, 2026 releases and consulting amendments. That pleading contains allegations directly material to assessing these nominees. It was issued two days after the right to nominate expired. The same by-law permits the Board, in its sole discretion, to waive any of its requirements. The Board neither extended the window nor deferred the meeting when it issued that pleading.
PMSF also notes that the Circular did not disclose that the Special Committee had made its recommendation on July 16, 2026 or that the Board had authorised proceedings. Shareholders learned that from the Statement of Claim. As Chairman of the Board and Chair of the Corporate Governance and Nominating Committee, Mr. Patterson bears principal responsibility for the timetable and for the materials sent to shareholders.
On the suggestion that a withhold vote would leave "an inadequately small board": it would not create a vacuum. The Board retains the power to fill vacancies at any time between meetings. There is no shortage of qualified independent directors. The Board added three directors between April and June 2026 and can add more. The question is not whether the Board is large enough. It is whether the directors overseeing this claim are independent of it.
7. Mr. Patterson and the description of "renewal"
Emerita says Mr. Patterson "joined the Board in April 2026 as part of Emerita's governance renewal", was "not a member of the Board during much of the historical period now being criticized", that his historical involvement "is already a matter of public record", and that the Circular "is accurate and complies with applicable disclosure standards". PMSF makes three observations.
"Much of" is doing a great deal of work. Mr. Patterson was a founding director of Emerita and served until December 13, 2018 - a period spanning the June 13, 2016 option agreement for the Falcon Project and the 2018 exercise of that option, the transactions by which, on Emerita's own pleading, the Company acquired and paid for the asset it now sues to recover. The same release describes him as a co-founder while presenting him as an example of renewal. He rejoined on April 15, 2026, four days before the April 19 emergency meeting at which Emerita pleads the releases and consulting amendments were agreed, and became Chairman on April 20, 2026.
Accuracy is not the test shareholders apply, and the Company published the fact before it omitted it. The statement that Mr. Patterson has been a director since April 15, 2026 is literally true and materially incomplete. Prior service on the board of the same issuer, during the period now in litigation, is in PMSF's view information a reasonable shareholder would want - the more so where the nominee chairs the Board and the committee responsible for the materials in which the omission appears. Emerita's news release of December 13, 2018 recorded his resignation and his service since inception, and its release of April 15, 2026 described him as a founding director. That the fact is "already a matter of public record" does not meet the point: the Circular is the document that goes to shareholders. PMSF renews its call for the Board to correct this disclosure before the meeting.
There is a difference between renewal and reversion. With ample qualified candidates available, PMSF sees no need for a chairman whose own tenure spans the period the Company is now litigating.
8. What PMSF is asking for - and what it is not
Emerita says litigation decisions should not be "transferred to any individual shareholder", nor made "by representatives handpicked by the Activist without customary Board and shareholder vetting". PMSF sets out below, precisely, the relief it has asked the Court for, so that shareholders can assess that characterisation for themselves.
PMSF has nominated no candidate for the AGM and has circulated no proxy material in support of any nominee. This is a withhold campaign only.
PMSF is not seeking proxies from any shareholder and will not act as proxyholder for any shareholder other than itself. PMSF has appointed Advisense Partners as its proxyholder to attend the meeting and vote PMSF's own shares. All other shareholders should vote using the form of proxy or voting instruction form provided by the Company or their intermediary.
PMSF asked Emerita to take carriage of the action itself, in its Demand Letter of May 14, 2026. Emerita has now done so, and PMSF is glad of it.
The core relief PMSF seeks is court supervision. Its application asks the Court, in the alternative and in any event, for an order under sections 248 and 249 of the Business Corporations Act (Ontario) requiring Emerita to obtain the approval of the Court before staying, discontinuing, settling or dismissing all or part of the Falcon action. This matters because that protection does not presently exist. Section 249 attaches to a derivative action; it does not attach to an action a company brings in its own name. As matters stand, the Falcon claims can be settled, narrowed or discontinued by a vote of the Board, without notice to shareholders and without any judicial scrutiny whatever. Closing that gap is why the application was not withdrawn when the claim was issued, and it is what PMSF has consistently said would satisfy it.
PMSF's application does also ask that, if leave is granted, PMSF be authorised to conduct the action. PMSF states that plainly rather than leaving it to be discovered. That relief is pleaded for the Court to grant or refuse as it sees fit, and it is subordinate to the supervisory order described above. PMSF does not ask shareholders to hand it this litigation. It asks a judge to decide who conducts it, and on what terms it may be resolved.
PMSF continues to seek an undertaking that no settlement, discontinuance, release or material narrowing of the Falcon claims occur without notice to PMSF and Court approval, and has maintained since May 2026 that any proposed resolution should be put to shareholders rather than resolved by a vote of the Board alone. Requests to that effect were made on May 14, June 16 and July 29, 2026.
PMSF continues to press for preservation of the asset itself - interlocutory relief and protective steps in Brazil, where title is registered - and for recovery of the Falcon Project, including Lithium Ionic Corp's flagship Bandeira property, rather than a monetary substitute.
Emerita says the appropriate forum is "the legal process, not a proxy or withhold campaign". PMSF agrees the claims are for the Court. Who sits on the board that instructs counsel, sets the scope of the claim and decides whether and on what terms it settles is not a question for the Court. Indeed a director's action in refusing cross examination in the Court process is relevant information. It is a question for shareholders, and it is on the ballot on August 25, 2026.
9. Emerita's remaining points, briefly answered
"The asset is not going anywhere." Title to the mineral rights is registered in Brazil, in the name of a Brazilian entity. A feasibility-stage project held by a listed issuer can be financed, encumbered, joint-ventured, farmed out or become the subject of a change of control transaction while litigation runs. Emerita's claim seeks no injunction or other protective measure over the Falcon Project, and no protective step in Brazil where title sits; the only interlocutory relief it seeks concerns the individual defendants' Founders' Shares. Emerita says it "will take appropriate action" if recovery comes at risk. Protective relief is ordinarily sought before a risk materialises, not after.
"The Activist's criticisms are completely baseless." The criticisms are differences of scope, visible on the face of the two documents: no interlocutory protection over the project itself, no protective proceeding in Brazil, no pleaded deceit or fraudulent misrepresentation, no punitive damages, ordinary rather than substantial indemnity costs, and recovery of the asset pleaded as an alternative to compensation rather than as the primary remedy. Reasonable counsel can differ on each. PMSF says only that each choice, individually and cumulatively, reduces pressure on the defendants and makes an early cash settlement easier to reach than recovery of the asset.
"Significant expense reimbursement … the amount of which has not been disclosed." PMSF has claimed no amount and will take only what the Court fixes on ordinary principles. Its position, stated to the Company on July 29, 2026, is that its application secured the Board's July 16 resolution and that it is presumptively entitled to its costs. Whether costs are payable, and in what amount, will be decided by a judge - not by PMSF and not by the Board. PMSF will abide by that determination.
Cost, distraction and "disruption". PMSF is not running a proxy contest, is seeking no proxies, and has put no matter before the meeting requiring a response. A withhold recommendation asks shareholders to mark a box already on the Company's own form of proxy. The cost and distraction now said to be at stake should be measured against the four years in which, on Emerita's own chronology, this asset was not pursued at all.
The director candidate process. PMSF does not propose to conduct private discussions through the media and will not do so. It reserves all of its rights.
"Open to constructive dialogue". PMSF has engaged and continues to engage. It has been consistent about what would satisfy it: enforceable protection against an unsupervised resolution of the Falcon claims, and oversight by directors independent of the period under examination. Until those are provided in binding form, PMSF's application remains before the Court, returnable September 4, 2026.
10. The shareholder meeting on August 25
The Majority Voting Policy. Under Emerita's policy, where a nominee has more votes withheld than are voted in favour, the nominee is considered not to have received the support of shareholders and must forthwith submit his or her resignation, effective on acceptance by the Board. The policy does not apply where an election involves a proxy battle - defined in the Circular as circumstances in which proxy material is circulated in support of one or more nominees who are not part of the Board's slate. PMSF has nominated no one and has circulated no such material. The exception is therefore not engaged, and PMSF expects the policy to be applied. PMSF calls on the Board to respect the wishes of shareholders and to accept promptly any resignation the policy produces.
Conduct of the meeting. On August 12, 2026 PMSF wrote to Emerita requesting that the election of directors be conducted by ballot rather than by a show of hands. Under section 103 of the Business Corporations Act (Ontario) and section 9.17 of By-Law 1A, any shareholder or proxyholder entitled to vote may require a ballot at the meeting. PMSF has appointed Advisense Partners as its proxyholder and will make that requirement at the meeting if the Company has not adopted it beforehand.
Protocol requests. In a letter dated August 13, 2026, PMSF has asked the Company to agree the following:
preservation of all proxies and related shareholder and custodial lists, and that a review of proxies be permitted either before or after the meeting;
publication by press release of the full details of the vote result, including shareholder turnout and the number of shares voted FOR and WITHHOLD on each director, together with the corresponding percentage of turnout; and
a public commitment that any resignation triggered by the Majority Voting Policy will be accepted by the Board in a timely manner.
Statement of Wayne Peters, director of the trustee of PM Super Fund
"There is really only one question in front of shareholders on August 25. Why did it take four years - and, at the end of it, a demand letter, a court application and a public campaign from a shareholder - for this Board to do the most obvious thing available to it and sue to recover the most valuable asset this company has ever owned?
We said in May that Emerita had to sue. It has now sued, and we are glad of it. But the Company's answer to shareholders is that the directors who filed the claim should be re-elected because they filed it. On the Company's own chronology that claim came four years after the OSC started asking questions, four months after a special committee was finally struck, and only after we demanded it and put an application before the Court.
The Company's pleading says the releases and the consulting amendments were sought "when the Company was in crisis". With respect, that is not what was happening. In April this company was financed, it held Iberian Belt West, it had its long-standing Aznalcóllar claim before the Spanish courts, and it had the Falcon Project sitting there to be recovered. The Company was not in crisis. The Board was - ten days after the OSC named its chief executive, its chairman its corporate secretary and its chief financial officer. Those are two very different things, and shareholders should not be asked to accept one for the other.
I want to be careful here. Nobody is questioning anyone's good faith. We are asking a question the Company's release does not answer: are the people deciding how hard this claim is pursued, and on what terms it resolves, independent of the period that claim examines? Two of the three members of that committee have been on the board since 2012 and 2013. And the chair of that committee swore an affidavit against our application on July 24 and then did not turn up to be cross-examined on it on August 11. We have asked the Court to strike it.
There is one further matter, and I want to be precise about it. Catherine Stretch was a shareholder of Malta Minerals PLC. That was a private English company set up and run by David Gower and Hélio Botelho Diniz, two of the men Emerita is now suing, and it owned the Brazilian company that was later renamed MGLIT. To be clear, Malta was out of that company almost three months before the Falcon Project was acquired by it, and I am not saying otherwise. MGLIT is a defendant in Emerita's own claim. I am not saying Ms. Stretch did anything wrong. What I am saying is that shareholders were not told, and that a director with that history should not be one of three people deciding how hard this case is fought and what it settles for. The Board can put the facts before shareholders before the 21st, and it should.
We are asking for a board independent of the events being litigated, and for the Court to supervise any settlement. This asset is the largest single item of value this company has ever owned. It should be pursued to recovery, not settled quietly at a discount by the people whose watch it went missing on."
How to vote
Shareholders may vote FOR or WITHHOLD on each nominee individually. PMSF recommends a WITHHOLD vote on Marilia Bento, Catherine Stretch and David Patterson, and takes no issue with the election of Joaquin Merino, Agne Ahlenius and Joseph Belan. The proxy deadline is 10:00 a.m. Toronto time on Friday, August 21, 2026. Shareholders who have already voted may change their instructions by submitting a later-dated proxy or by contacting their broker, bank or intermediary. Shareholders should vote only using the form of proxy or voting instruction form provided by the Company or their intermediary. PMSF is not seeking proxies from any shareholder and will not act as proxyholder for any shareholder other than itself.
Media Inquiries: emoshareholders26@gmail.com
Shareholder Inquiries and Support: www.voiceofemerita.com · 1.844.203.7770 · engage@advisensepartners.com
Advisors. PMSF has engaged Goodmans LLP as special situations counsel, Ross Nasseri LLP as litigation counsel and Advisense Partners as strategic advisor.
About PM Super Fund. PMSF is an Australia-based private superannuation fund focused on long-term ownership of businesses, at L18 333 Ann Street, Brisbane, 4000 Australia. PMSF currently holds 11,620,000 common shares of Emerita, approximately 3.9% of the outstanding common shares.
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
This news release constitutes a solicitation by PM Super Fund ("PMSF"), 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 310-217 Queen Street West, Toronto, Ontario M5V 0R2.
PMSF is relying on the exemption for solicitations made to the public by broadcast, speech or publication under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") and the corresponding provisions of the Business Corporations Act (Ontario). To the extent PMSF communicates with shareholders otherwise than by public broadcast, it relies on the exemption available where the total number of shareholders whose proxies are solicited is not more than fifteen. PMSF does not intend to solicit proxies otherwise than in reliance on those exemptions. The costs incurred in this solicitation will be borne by PMSF.
PMSF is not seeking proxies from any shareholder and will not act as proxyholder for any shareholder other than itself. PMSF has appointed Advisense Partners as its proxyholder to attend the AGM and vote PMSF's own shares.
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.
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 for any other shareholder, will not accept proxies from any other shareholder, 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. PMSF has not made and does not intend to make any offer to acquire securities of Emerita.
Disclaimer Respecting Publicly Sourced Information
Certain of the information contained in this news release, including, but not limited to, information concerning Emerita and Lithium Ionic Corp., 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 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. Nothing in this news release is a prediction as to the outcome of any court or regulatory proceeding, including the Aznalcóllar tender process.
Forward-looking information reflects PMSF's current beliefs, views, opinions, expectations and assumptions and is 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.
Malta Minerals PLC
The matters in Part 3 are drawn from filings at Companies House (England and Wales) for Malta Minerals PLC, company number 11450032, from records of the Junta Comercial do Estado de Minas Gerais and Brazil's Agência Nacional de Mineração, and from Emerita's Statement of Claim issued July 29, 2026. Malta Minerals PLC never held the Falcon Project mineral rights, directly or indirectly, and PMSF does not suggest otherwise; its interest in the Brazilian entity ended on October 1, 2020, almost three months before MGLIT acquired those rights on December 23, 2020. Ms. Stretch is not a respondent in the Ontario Securities Commission proceeding, is not a defendant in Emerita's Statement of Claim, and was not a defendant in PMSF's draft claim. PMSF makes no allegation of wrongdoing against Ms. Stretch, does not allege that she knew of or participated in any of the matters alleged by the Ontario Securities Commission or by Emerita, and does not suggest that holding shares in a private company is itself improper or evidence of misconduct by anyone. PMSF's statements in Part 3 concern what shareholders were entitled to be told and the composition of the Special Committee. PMSF makes no allegation against any other person named in Part 3, a number of whom are not respondents in or parties to any proceeding.
Statements of Opinion
Statements as to the adequacy of the Company's disclosure, the constitution of the Special Committee, the scope of the Company's claim, the suitability of any nominee and the effect of the meeting timetable are statements of PMSF's opinion, held in good faith on the basis of publicly filed documents, and are not statements of fact. PMSF's factual statements are drawn from Emerita's management information circular dated July 24, 2026, its form of proxy, By-Law 1A, its Statement of Claim issued July 29, 2026, its news releases, the notice of meeting and record dates dated July 17, 2026, the OSC's Application for Enforcement Proceeding dated April 9, 2026, and the public registers identified above. Readers are encouraged to review those documents in full, available on SEDAR+ at www.sedarplus.ca and on the Company's website.
Source Documents
The OSC Application for Enforcement Proceeding is publicly available at capitalmarketstribunal.ca. Emerita's Statement of Claim issued July 29, 2026, and PMSF's draft Statement of Claim appended as Schedule "A" to PMSF's Application filed with the Ontario Superior Court of Justice (Commercial List), Court File No. CL-26-00000260-0000, are both available at www.voiceofemerita.com so that shareholders may compare them.
Previous News Releases
May 14, 2026 - Emerita Resources Shareholders Demand Board Action to Recover Falcon Project from Lithium Ionic Corp.
June 8, 2026 - Emerita Resources Shareholders File for Leave to Pursue Derivative Action to Recover Falcon Project
June 22, 2026 - Ontario Superior Court of Justice Sets September 4, 2026 Hearing Date for PM Super Fund's Application
August 11, 2026 - PM Super Fund Launches Withhold Campaign Ahead of Emerita Shareholder Meeting
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309520