Emerita's Statement of Claim seeks remedies at the end of the case and nothing to preserve the subject matter in the meantime. On August 12, 2026, Lithium Ionic Corp. announced a definitive agreement to sell ten Minas Gerais mineral claims, expected to close within ten business days, with proceeds directed to construction readiness at Bandeira. PMSF criticizes nothing about that transaction. It says the transaction shows how quickly such rights can be dealt with, and that Emerita should secure protection now rather than at trial.
Toronto, Ontario--(Newsfile Corp. - August 17, 2026) - PM Super Fund ("PMSF"), a shareholder of Emerita Resources Corp. ("Emerita" or the "Company") (TSXV: EMO), today raises a single issue: the absence of any measure, in Canada or in Brazil, to prevent the asset at the centre of Emerita's Falcon claim from being sold, pledged or otherwise encumbered before that claim is decided.
This release concerns one subject: whether the asset at the centre of Emerita's claim is protected while that claim proceeds. Every measure described below can be sought by the Company itself, on its own counsel's advice, without any order in PMSF's favour and whatever the outcome of PMSF's application on September 4. PMSF would prefer that outcome. If the Company takes these steps, PMSF will say so publicly and this concern falls away.
1. What Emerita's claim seeks, and what it does not
Emerita's Statement of Claim issued July 29, 2026 seeks a declaration of equitable interest, a constructive trust over the Falcon Project and the Founders' Shares, tracing, and damages or equitable compensation, and pleads knowing receipt and knowing assistance. PMSF has said the claim is welcome and says so again.
Every one of those remedies is granted at the end of the case. The claim seeks no interlocutory injunction, no undertaking and no preservation order. So far as PMSF is aware from the public record, no protective step has been taken or sought in Ontario or in Brazil, and none is disclosed. A constructive trust is a remedy over an asset. It is worth what the asset is worth when judgment is given.
2. Why the Salinas transaction matters
On August 12, 2026, Lithium Ionic Corp. announced that its Brazilian subsidiaries had entered into a definitive agreement with PLS Brasil Mineração Ltda. for the sale of its Salinas group of properties - ten mineral claims in Minas Gerais, including the Baixa Grande resource - for US$37.5 million, with US$30 million payable at closing. Lithium Ionic disclosed that the transaction is expected to close within ten business days and that proceeds will fund early works, procurement and construction-readiness activities at its Bandeira Lithium Project.
Salinas is not the Falcon Project, PMSF advances no claim to it or to its proceeds, and Lithium Ionic is entitled to manage its portfolio. PMSF does not suggest that Lithium Ionic intends to sell or encumber Bandeira and makes no allegation about anyone's intentions. Its point is narrower, and it is about time and about capital.
Speed. A definitive agreement covering ten Minas Gerais claims was signed and is expected to close in less time than remains before PMSF's application is heard on September 4, 2026. Whatever a court might be minded to order on that date, the record now shows that rights of this kind can be documented and transferred inside that window.
Capital. The disclosed use of proceeds is construction readiness at Bandeira - the project Emerita's own claim says is held on constructive trust for Emerita to the extent traceable to Falcon. Third-party capital committed to a disputed asset, and progress toward a construction decision, make a proprietary remedy harder to grant later and strengthen any argument that positions have changed. Delay is not neutral here. It erodes the remedy Emerita has pleaded.
Encumbrance, not sale, is the exposure. Attention naturally falls on whether an asset might be sold. In PMSF's view the more likely and less visible risk is that a disputed asset is pledged, streamed, royalty-burdened or given as security while a construction decision is financed. Security granted to an arm's-length lender is, as a practical matter, far harder to unwind than a transfer to a party with notice.
3. The measures PMSF asks the Company to consider
The choice of relief is Emerita's, on the advice of its own counsel. PMSF advances the following as submissions and does not assert that any particular remedy is available on these facts or would be granted.
In Ontario
- An interlocutory proprietary injunction restraining the defendants from selling, assigning, optioning, pledging, charging, streaming, royalty-burdening or otherwise dealing with the Falcon Project mineral rights and the portion of Bandeira traceable to them. Because a constructive trust is already pleaded, PMSF understands the threshold to be lower than for a freezing order over general assets.
- Failing that, a standstill undertaking in the same terms, given to the Court. An undertaking can be obtained in days, costs almost nothing and requires no finding against anyone. If the defendants have no intention of dealing with the asset, it should cost them nothing to give.
- Disclosure and an accounting of all existing and contemplated security interests, pledges, off-takes, royalties, streams and encumbrances affecting those rights.
- Advance notice to Emerita and to the Court before any disposition of, or grant of any interest in, those rights, and a preservation order over the relevant title and financing records.
A certificate of pending litigation is not available. Section 103 of the Courts of Justice Act reaches land in Ontario and cannot be registered against Brazilian mineral rights. That is why the Brazilian measures below are not optional.
In Brazil
These are matters for Brazilian counsel. PMSF states the categories of measure that appear on their face to exist, without expressing a view on availability:
(a) Urgent protective relief (tutela de urgência cautelar) restraining dealings with the relevant processos pending resolution of the ownership dispute.
(b) Registration of the dispute against the processos, so that any third party dealing with them takes with notice. This is the functional equivalent of a certificate of pending litigation and is the single most important step, because notice is what defeats a purchaser's or lender's defence.
(c) Formal notice to the Agência Nacional de Mineração. Lithium Ionic's own news release of August 12, 2026 identifies the registration of mineral-right transfers with the ANM among the risks of operating in Brazil, and conditions closing of the Salinas transaction on the delivery of certain third-party consents. On Lithium Ionic's own disclosure, therefore, a dispute recorded against the processos is a practical constraint on transfer, not merely a signal to the market.
(d) Preparation now for recognition of any eventual Ontario judgment, which in Brazil is neither automatic nor quick.
4. Emerita's August 14 statement does not address this
Emerita's release of August 14, 2026 does not address the point of preservation of asset while their Claim is being litigated. Preservation is not a pleading question. It is separable from the merits, it can be sought in days without amending anything, and it is the one part of this file that is genuinely time-sensitive. The Company's answer that speed is the wrong measure is directed at how a claim is drafted. It does not apply to whether the asset the claim is about remains available when judgment is given.
Emerita has said it will provide regular updates as the litigation progresses. PMSF asks that the next update state, plainly: whether any injunction, undertaking or protective order has been sought or obtained in Ontario; whether any step has been taken in Brazil to record the dispute against the processos and to notify the ANM; and whether the Company has asked the defendants to disclose existing and contemplated encumbrances over the Bandeira mineral rights and to give notice before granting further interests. If the Company has taken these steps, PMSF withdraws the concern and will say so.
PMSF raises this issue because the protection sought would benefit Emerita and every one of its shareholders equally, on identical terms. An asset cannot be fully recovered at trial if it has been encumbered before trial.
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.
IMPORTANT DISCLOSURES
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 owns 11,620,000 common shares of Emerita, representing approximately 3.9% of the issued and outstanding common shares. PMSF has not acquired any shares of Emerita since April 9, 2026. The address of PMSF is L18, 333 Ann Street, Brisbane, Queensland 4000, Australia.
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.
This news release makes no recommendation as to how any shareholder should vote on any matter to be acted upon at the AGM. 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.
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. Nothing in this release alleges that Lithium Ionic Corp. or any other person has done, or intends to do, anything improper in relation to the Bandeira Lithium Project or any other asset.
No Material Non-Public Information
PMSF holds no material non-public information concerning Emerita or Lithium Ionic Corp., and no such information is disclosed in this release.
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.
Statements of Opinion
Statements in this release as to the adequacy of the protective measures sought in Emerita's Statement of Claim, the effect of delay on the remedies Emerita has pleaded, the categories of relief that may be available in Ontario or in Brazil, and whether Emerita's news release of August 14, 2026 addresses the matters raised here, are statements of PMSF's opinion, held in good faith on the basis of publicly filed documents, and are not statements of fact. PMSF is not counsel to Emerita and does not assert that any remedy described is available on these facts or would be granted.
Disclaimer Respecting Publicly Sourced Information
Certain of the information contained in this news release, including, without limitation, 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, 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 its accuracy or completeness, or as to 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, 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, without limitation, statements regarding protective measures that may be sought or obtained in Ontario or in Brazil, the timing and completion of the transaction announced by Lithium Ionic Corp. on August 12, 2026, the hearing of PMSF's application on September 4, 2026, 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.
Forward-looking information reflects PMSF's current beliefs, views, opinions, expectations and assumptions and is based on information currently available to PMSF. It is 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. All forward-looking information in this news release is qualified by these cautionary statements and is made as of the date hereof. 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.
Source Documents
The factual statements in this release are drawn from Emerita's Statement of Claim issued July 29, 2026 in Court File No. CV-26-151174; Emerita's news release dated August 14, 2026; Lithium Ionic Corp.'s news release dated August 12, 2026; Emerita's continuous disclosure filed on SEDAR+; and the Ontario Securities Commission's Application for Enforcement Proceeding dated April 9, 2026, which is publicly available at capitalmarketstribunal.ca. Readers are encouraged to review those documents in full, available on SEDAR+ at www.sedarplus.ca and on the issuers' respective websites. PMSF's application is Court File No. CL-26-00000260-0000, Ontario Superior Court of Justice (Commercial List).
Previous News Releases
A complete list of PMSF's news releases is available at www.voiceofemerita.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309889
Source: Significant Shareholders of Emerita Resources Corp.
