Shareholder releases Emerita call, votes withhold on directors
Statement of Shawn Martin, shareholder of Emerita Resources Corp.
Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - I am an individual shareholder of Emerita Resources Corp. (TSXV: EMO). I am not a director, officer or employee of Emerita. I have no business relationship with the Company. I hold over 2.1 million shares. I bought my shares with my own money and I have held them for several years.
On June 5, 2023, I asked David Gower, then Emerita's Chief Executive Officer, for a call. I was a worried shareholder and I wanted to hear directly from him. The call was recorded, and the recording is time-stamped. I recorded it lawfully, and I told nobody about it at the time because at the time I had no reason to think it mattered.
It matters now.
Why I have released it
When the Ontario Securities Commission published its allegations in April 2026, and when Emerita filed its own lawsuit in July 2026 against Lithium Ionic (TSXV: LTH) and others, I went back and listened to what Mr. Gower had told me. Reading those documents alongside my own recording, I could not escape a simple conclusion: in my opinion, shareholders were not told the truth about the Falcon Project, which includes the Bandeira property that Lithium Ionic markets as its flagship, while it was happening, and in my view we have not been told the whole truth since.
I have had the recording professionally transcribed and certified. I have handed it to the OSC and it has been passed on to Emerita and PM Super Fund. It is public so that every other shareholder can listen to the same words I heard and reach their own conclusion. I am not asking anyone to take my word for anything.
What Mr. Gower told me
Our discussion on the Falcon lithium project starts on page 61. Three things stood out.
1. He said he asked the vendor whether he wanted to do it (the Falcon Project) in Emerita.
Speaking of the Brazilian vendor (the Brazilian vendor of the Falcon Project was Helio Diniz), Mr. Gower said: "So, I -- I know the vendor very well. I've known him since I was with Falconbridge." Mr. Gower then said: "I did ask actually if he wanted to do it in Emerita, and he said no…. He… wanted to emulate what Sigma had done and he wanted a new company."
I do not understand why the vendor was being asked at all. On Emerita's own account in its lawsuit, Emerita had already exercised its option and paid for the Falcon Project in full in September 2018, and the Brazilian company was holding it in trust for Emerita. If that is right, this was not the vendor's asset to place anywhere. It was ours. Nobody needed his permission, and nobody should have been asking him where he would prefer it to sit.
2. His explanations did not fit together.
In the same conversation, Mr. Gower told me the Company had a deal to sell the lithium ground to a Chinese group "for $200,000, of which half was going to go to the Brazilian vendor because we owed them so much money" , and that this expected sale was the reason Emerita made its final option payment. You can only sell something you own.
Yet he also told me the Company "were one hundred percent in default of that deal" and "had a lot of debt." When I look at what he actually described, that default and that debt were not Falcon at all. They related to "an agreement with Vale for a zinc project in Brazil" on which, in his words, "they were owed a two million US cash payment." That is a different asset entirely, plus the $2 million was not a debt. Falcon had been bought and paid for in shares.
3. The financial hardship story is aimed at the wrong years.
Whatever pressure the Company was under in the earlier years, by 2021 - when, on Emerita's own pleading, this asset ended up in someone else's hands - the picture was different. And the annual cost of simply holding on to the Falcon ground was small and as it turns out, not even Emerita's to bear. On Emerita's own pleading of the option agreement, Falcon Metais - not Emerita - was to pay "all applicable taxes, rates, assessments and other similar governmental charges lawfully levied or assessed" until it was transferred. It was not the reason that forces a company to walk away from what later became a project valued in the billions.
Every explanation I was given pointed at a different asset or a different year. None of them pointed at Falcon in 2021.
What I want from the board
Directors are there to supervise. That means asking hard questions of management, insisting on seeing documents, and not simply accepting what they are told - especially when an asset the Company has publicly promoted quietly disappears from its disclosure.
"We were misled" is not, by itself, an answer in my opinion, it's the beginning of one.
So I have some straightforward questions for Marilia Bento and Catherine Stretch, both of whom served on this board through the period now being litigated and who now sit in judgment on that same period as members of the Special Committee: what did you ask to see? What documents did you call for before the Company told shareholders it had given up the Falcon Project? What did you do when it went from a promoted asset to no asset at all? If the answer is "nothing," shareholders are entitled to know that. If the answer is something, shareholders are entitled to see it. And importantly, why did it take you both over 4 years to launch Emerita's claim?
And for David Patterson, currently Chairman of the board, who was a director during Emerita's purchase of the Falcon Project and part of the decision to finally sue for the return of this asset: why did you call the AGM on a compressed timeline after you had made that decision, yet didn't include this important information of that decision and your Statement of Claim in the AGM's circular?
And critically, why has no protection order over the properties been sought in Canada and Brazil while Emerita's claim is going through the courts?
How I have voted
Other shareholders can make of this recording whatever they wish. For myself, I have withheld my vote from Marilia Bento, Catherine Stretch and David Patterson at the annual meeting on August 25, 2026.
I am one shareholder speaking for himself. I am not asking anyone to do as I have done. I am not asking anyone to appoint me as their proxy and I am not collecting proxies. Every shareholder should reach their own conclusion and vote as they see fit.
The full certified transcript is available at:
https://cdn-ceo-ca.s3.amazonaws.com/1l8bagk-Audio%20Recorded%20Phone%20Call%20-%20%28Shawn%20Martin%20and%20David%20Gower%29.pdf
Shawn Martin Smtcloudnet@icloud.com
IMPORTANT INFORMATION
The allegations made by the Ontario Securities Commission in its Application for Enforcement Proceeding dated April 9, 2026, and the claims advanced by Emerita Resources Corp. in its Statement of Claim issued July 29, 2026, are allegations only and have not been proven. Every person and entity named as a respondent or defendant is entitled to the presumption of innocence and to defend those allegations on the merits. Nothing in this statement is, or should be taken as, a finding of wrongdoing against any person.
The recording referred to was made by Shawn Martin as a participant in the conversation on June 5, 2023. The quotations above are taken from a certified transcript of that recording, prepared and certified by Judith Smith on August 5, 2026. Ellipses reflect breaks in the transcript as certified. Shawn Martin's characterisations of what the recording shows are his own opinions.
Shawn Martin is acting on his own behalf and at his own expense. This statement has not been issued, distributed or paid for by any other shareholder of Emerita. This statement is not a solicitation of a proxy, and Shawn Martin will not act as proxyholder for any other shareholder.
Transcript references
Certified transcript, audio recorded Zoom call, Shawn Martin and David Gower, transcribed and certified by Judith Smith, August 5, 2026 - vendor passage at pp. 66-67; Chinese purchaser and $200,000 at p. 64; default and debt at p. 62; Vale zinc agreement and US$2 million payment at p. 63.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310431
TMX Newsfile
August 19, 2026 - 7:40 AM PDT
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