Chain of Title & Corporate Genealogy

The "Falcon Project" is a seven-processo lithium land package of roughly 1,354.89 ha in the Araçuaí / Itinga pegmatite district of Minas Gerais, Brazil. LTH today markets the cluster as its flagship Bandeira project. These are the same claims listed in Schedule "A" to Emerita's 11 December 2020 agency agreement (filed on SEDAR+ 13 January 2021).

On the Brazilian primary record the title moved in a single registered step from Falcon Metais directly to MGLIT (1 February 2021), and then from MGLIT into the Canadian Lithium Ionic structure (21 October 2021) for nominal cash. Emerita, the option-holder that paid 1.5 million shares to exercise, never appears as a registered titleholder in the chain.

A recurring defence theme is that holding the Falcon Project had become too expensive. On the public ANM record the mandatory cash fee was small and was never paid by Emerita; the binding exploration-phase obligation is work and reporting, not a heavy fixed fee; and those deadlines were further relaxed across the COVID-19 period.

The defence narrative is that Emerita gave up the Falcon Project by December 2020 (and that a release letter was signed 5 February 2020). Three time-stamped public records — two Canadian, one Brazilian — are difficult to reconcile with a completed December 2020 transfer. This is the analytical heart of the chain-of-title question.

For balance: Hélio Diniz’s publicly reported position alongside the OSC’s contrary allegation. Both are presented as positions, not findings.

The defence rests on three propositions: that the cessão (assignment) happened in December 2020; that, under Brazilian law, only an ANM-registered cessão (an assignment made with prior ANM consent and registration) transfers title, so the 2016 agreement was an option and never gave Emerita Brazilian title; and that Emerita signed a letter dated 5 February 2020 releasing the project back to Falcon Metais.

The two sides argue on different ground. Mr. Diniz’s position is, at its core, one of legal form: under Brazilian mining law title passes only on an ANM-registered cessão, so whatever Emerita paid or announced in Canada, it never held Brazilian title and the rights remained with Falcon Metais.

The OSC’s allegation runs on a different axis, one of substance: it does not dispute how Brazilian registration works, but alleges the arrangement was governed by the trust and contractual obligation in the 2016 agreement (Falcon to hold the project “in trust” for Emerita until transfer).

"Lithium Ionic" is three distinct Ontario corporations, not one. Conflating them produces tracing errors. The diagram shows how a private founder-share vehicle, a shell capital-pool company, and a single-purpose subsidiary combined in a three-cornered amalgamation to put the asset under a public ticker.

A certified Ontario Business Registry retrieval (2026-06-22) shows the same individuals directing the vehicles on both sides of the purportedly arm's-length transaction — and the asset-holding subsidiary still sitting at Emerita's own head office, still directed by two OSC respondents.

On 6 July 2021 the PrivateCo issued 31,100,001 founder shares at CAD 0.0000001 each — CAD 3.11 in total. The OSC alleges the insiders, their spouses and a friend took the great majority. Within roughly a year, the same common shares were changing hands at CAD 0.70 and underpinning option grants at CAD 1.24.

Allocation of the 31.1M founder shares (OSC AEP ¶23)

The value ladder — same common shares, ~12 months

Both jurisdictions on one spine. Read top-to-bottom: the Brazilian title record (teal) and Emerita's public disclosures (amber) run in parallel while the Canadian corporate vehicle (indigo) is built; red marks the allegations and the cleanest contradictions.