The Ontario Securities Commission (OSC) on Friday announced enforcement proceedings against Emerita Resources and six individuals, alleging that senior insiders diverted a Brazilian lithium project away from the company for their own benefit and issued misleading public filings over a six-year period.
A case management hearing is set for May 8, 2026 before the Capital Markets Tribunal.
The OSC alleges that four Emerita directors and officers, David Gower, Lawrence Guy, Damian Lopez and Gregory Duras, along with Hélio Diniz, participated in diverting lithium mining claims in Brazil, known as the Falcon Project, away from Emerita and into a newly formed company called Lithium Ionic Corp. All five became shareholders and assumed senior roles at Lithium Ionic, the OSC’s application says.
Emerita had acquired a 100% interest in the Falcon Project in September 2018. By May 2021, the company announced it had “relinquished” the project and had “not been successful in liquidating” it. The OSC says that statement was misleading because no effort had been made to market the project since 2019, and the claims were instead being redirected toward Lithium Ionic.
The regulator also alleges that Gower and Diniz gave misleading information to OSC investigators during the Falcon investigation.
Plaza Norte disclosure
Separately, the OSC alleges that between 2017 and 2023, Emerita’s public filings contained untrue or misleading statements about its Plaza Norte zinc project in Spain, including about the status of a project permit and the company’s ownership interest in the joint venture pursuing it. The regulator says those statements were authorized or allowed by Gower, Lopez, Duras and Joaquin Merino Marquez.
Emerita disclosed the proceeding on Thursday, calling the allegations “unproven” and describing Plaza Norte and Falcon as legacy projects “not related to the Company’s current core business and operations.” The company said it has formed a special committee of independent directors to review the matter, and that named officers and directors have retained separate counsel.
Emerita said it has made enhancements to governance, disclosure controls and internal reporting since the relevant period, and continues to focus on its IBW Project in Spain while the OSC proceeding moves to the May hearing.
