Lithium Ionic Faces Board Shake-Up Amid OSC Probe and Investor Revolt

TORONTO, ON – April 14, 2026 – Lithium Ionic Corp. is embroiled in a significant corporate governance battle after its largest shareholder, Waratah Capital Advisors Ltd., formally demanded the removal of three directors amid a regulatory investigation into their past conduct. The move threatens to destabilize the leadership of the junior mining company as it aims to develop a key lithium project in Brazil.

In a press release issued today, Lithium Ionic acknowledged receiving a requisition from Waratah to convene a special shareholder meeting. The purpose is to vote on the removal of directors David Gower, Lawrence Guy, and Hélio Diniz. The company’s own independent special committee has already advised the three men that their resignations would be in the company's best interest, signaling deep internal turmoil.

The shareholder revolt is a direct consequence of an enforcement action initiated by the Ontario Securities Commission (OSC) on April 9, 2026. While Lithium Ionic itself is not a respondent in the case, the probe targets the three named directors for their roles at another company, Emerita Resources Corp., casting a long shadow over their current positions and the integrity of Lithium Ionic's board.

A Battle for the Boardroom

The move by Waratah Capital, a Toronto-based investment manager with over $4 billion in assets, represents a serious challenge to the status quo at Lithium Ionic. As the company's largest shareholder, holding an approximate 9% stake, Waratah is leveraging its significant position to force a change in leadership. The firm is known for its research-driven, activist approach, particularly within the Canadian resources sector.

Under Canadian corporate law, shareholders holding at least 5% of a company's shares can requisition a special meeting, making it a powerful tool for activist investors. Waratah’s action effectively forces the issue into the open, compelling the board to either call a meeting or face a scenario where the shareholders can call it themselves. This puts the fate of Gower, Guy, and Diniz directly into the hands of all company shareholders.

Adding to the external pressure is the stark recommendation from within Lithium Ionic's own governance structure. The company’s Board of Directors formed a Special Committee of independent directors to manage the fallout from the OSC probe. In a decisive move, this committee has already concluded that the company would be better served without the three directors. The press release noted the committee “has advised the Named Directors that their resignations as directors would be in the best interest of the Company.” This public statement effectively isolates the targeted directors and aligns the independent board members with the activist shareholder's objective, if not their methods.

The Ghost of the Falcon Project

The root of the current crisis lies in allegations detailed in the OSC's statement of allegations against Emerita Resources and several of its current and former directors, including Gower, Guy, and Diniz. The regulator alleges that these individuals participated in a scheme to divert a valuable lithium asset, known as the "Falcon Project" in Brazil, from Emerita Resources to the newly formed Lithium Ionic for their own personal benefit.

According to the OSC's unproven allegations, the directors were involved in a course of conduct that saw Emerita Resources publicly state it was "relinquishing" the project claims, while these same claims were being acquired by Lithium Ionic, a company where the directors assumed senior roles and held shareholder positions. The OSC further alleges that Emerita made misleading statements to the public about its inability to sell the project, when in fact it was allegedly being redirected to the new entity. David Gower and Hélio Diniz are also accused of providing misleading information to OSC investigators during the probe.

This regulatory action, though not aimed at Lithium Ionic as a corporate entity, strikes at the heart of its leadership. David Gower and Lawrence Guy hold director positions at Lithium Ionic, while Hélio Diniz serves as the company's President and a director. Their deep involvement in both companies is central to the OSC's investigation and is the primary driver behind Waratah's campaign for their ouster. The allegations raise critical questions about fiduciary duty and potential conflicts of interest.

Brazil Project Hangs in the Balance

This boardroom turmoil comes at a critical time for Lithium Ionic, which is focused on advancing its 100%-owned Bandeira Lithium Project in Minas Gerais, Brazil. The region, dubbed "Lithium Valley," is emerging as a globally significant hard-rock lithium district, and Lithium Ionic aims to become a near-term producer of spodumene concentrate—a key ingredient for electric vehicle batteries.

The development of a major mining project requires enormous capital, stable leadership, and strong investor confidence. The current governance crisis threatens all three. A protracted proxy battle and the ongoing OSC investigation could distract management, spook potential financing partners, and delay critical project milestones.

The market has reacted with predictable anxiety. Lithium Ionic's stock (TSXV: LTH) experienced significant volatility, falling sharply in the days leading up to the official announcement. The share price dropped from C$1.33 to as low as C$0.78 before showing a slight recovery, wiping out significant shareholder value and reflecting deep uncertainty about the company's future.

While the company has advised shareholders that no action is required at this time, the path forward is unclear. The three directors have yet to publicly respond to the call for their resignation. Should they refuse to step down, shareholders will likely be asked to cast their votes at a tense special meeting. With its leadership under fire and its largest shareholder demanding change, the path forward for Lithium Ionic and its ambitious Brazilian lithium project is now fraught with uncertainty.