MANAUS, Brazil, June 05, 2025 (GLOBE NEWSWIRE) -- Brazil Potash Corp. ("Brazil Potash" or the "Company") (NYSE-American: GRO), a mineral exploration and development company with a critical mineral potash mining project, the Autazes Project (the “Project”), today announced that Adriano Espeschit has resigned from his position as President of Potássio do Brasil Ltda., the Company's wholly-owned Brazilian subsidiary, effective in 30 days as per his Agreement, to pursue other opportunities. The Company thanks M ...

Core Insights - Brazil Potash Corp. has made significant progress in governance, commercial partnerships, construction, and financial initiatives for the Autazes Potash Project, which is crucial for Brazil's agricultural security [1][2] Group 1: Achievements and Progress - The company has established a $75 million equity line of credit with Alumni Capital, enhancing its capital access for project advancement [5] - Brazil Potash signed a Memorandum of Understanding (MOU) with Keytrade AG for potential offtake of up to one million tons per year, moving towards approximately 1.5 million tons of committed production [6] - The company has strengthened government relations through strategic meetings with key stakeholders, including the Amazonas State Governor and the Mura Indigenous Council [6] Group 2: Leadership and Governance - Mayo Schmidt was appointed as Executive Chairman in January 2025, bringing experience from Nutrien, the world's largest fertilizer company [6] - Christian Joerg was added to the Board of Directors, contributing three decades of experience in agricultural commodities and international trade finance [6] - The Advisory Board was expanded with Marcelo Lessa, a former IFC/World Bank executive with extensive project financing expertise [6] Group 3: Construction and Operational Advancements - The company received approval to begin fauna rescue and vegetation suppression activities, enabling subsequent shaft sinking operations [6] - Site preparation work at the future port terminal has been completed, marking a critical infrastructure milestone [6] - Water extraction installation licenses have been converted to full operational permits, securing water supply for construction and operations [6] Group 4: Market Context and Future Outlook - Brazil Potash aims to produce up to 2.4 million tons of potash annually, potentially supplying approximately 20% of Brazil's current potash demand [7] - The project is expected to reduce Brazil's reliance on potash imports while mitigating approximately 1.4 million tons per year of greenhouse gas emissions [7]

Core Viewpoint - Brazil Potash Corp. has successfully launched its Brazilian Depositary Receipts (BDRs) on the B3 stock exchange, allowing Brazilian investors to participate in the ownership of the company and its Autazes Potash Project, which aims to reduce Brazil's fertilizer import dependence [1][2][3] Group 1: BDR Launch and Impact - The BDRs will begin trading on May 26, 2025, under the ticker symbol GROP31, enhancing the company's visibility in both North American and Brazilian capital markets [1][3] - The BDR program aligns with Brazil's National Fertilizer Plan, which targets reducing fertilizer import dependence from 85% to 45% by 2050 [2] - Each BDR represents one common share of Brazil Potash, which continues to trade on the NYSE American under the ticker symbol GRO [3] Group 2: Project Significance and Production - The Autazes Project aims to supply sustainable fertilizers to Brazil, a major agricultural exporter, which imported over 95% of its potash fertilizer in 2021 [5] - Brazil Potash plans to produce up to 2.4 million tons of potash annually, potentially meeting approximately 20% of Brazil's current potash demand [5] - The project is expected to mitigate around 1.4 million tons of greenhouse gas emissions per year by reducing reliance on imported potash [5] Group 3: Strategic Partnerships and Logistics - The potash produced will be transported primarily using low-cost river barges in partnership with Amaggi, a significant player in Brazil's agricultural logistics [5] - Banco Bradesco S.A. will act as the depositary institution for the BDR program, which is governed by relevant regulations [4]

Core Insights - Brazil Potash Corp. has completed site preparation work for the port terminal of the Autazes Project, marking a significant milestone in advancing domestic potash production for Brazil's agricultural market [3][4] - The strategic location of the Autazes potash deposits, only 5 miles from the Madeira River, facilitates efficient transportation of potash to Brazilian farmers, which is crucial for enhancing Brazil's agricultural exports and global food security [4][5] Company Overview - Brazil Potash is focused on developing the Autazes Project to supply sustainable fertilizers, aiming to reduce Brazil's reliance on imported potash, which was over 95% in 2024 [5] - The company plans to produce up to 2.4 million tons of potash annually, potentially meeting approximately 20% of Brazil's current potash demand [5] - Brazil Potash's production will primarily be sold domestically, contributing to a reduction of about 1.4 million tons of greenhouse gas emissions per year [5]

Exhibit 99.1 Brazil Potash Corp. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2025 and 2024 — Stated in United States ("U.S.") dollars – Unaudited Brazil Potash Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars) (Unaudited) See accompanying notes to the condensed interim consolidated financial statements. Page 2 Brazil Potash Corp. Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss (Express ...

Core Viewpoint - Brazil Potash Corp has entered into a definitive agreement for an equity line of credit with Alumni Capital LP, which is expected to provide flexible funding for the Autazes Potash Project, crucial for global food security [1][3]. Funding Agreement - The equity line of credit allows Brazil Potash to sell up to $75 million worth of common shares over a 24-month period, with the company controlling the timing and amount of sales [3]. - The agreement is structured to provide Brazil Potash with a flexible financing tool as it progresses with early construction activities for the Autazes Project [2][3]. Project Overview - The Autazes Project aims to supply sustainable fertilizers to Brazil, which is heavily reliant on potash imports, having imported over 95% of its potash fertilizer in 2021 [6]. - Brazil Potash plans to produce up to 2.4 million tons of potash annually, potentially meeting approximately 20% of Brazil's current potash demand [6]. - The project is positioned to reduce Brazil's reliance on imports and mitigate around 1.4 million tons of greenhouse gas emissions per year [6].

Core Viewpoint - Brazil Potash Corp. is actively participating in several investor conferences to promote its Autazes Project, which aims to supply sustainable fertilizers to Brazil, a country heavily reliant on potash imports [1][2]. Company Overview - Brazil Potash is developing the Autazes Project, which is expected to produce up to 2.4 million tons of potash annually, potentially meeting approximately 20% of Brazil's current potash demand [3]. - The company emphasizes the importance of this project for Brazil's food security, as the country imported over 95% of its potash fertilizer in 2021 despite having significant undeveloped potash resources [3]. - The potash will be transported using low-cost river barges in partnership with Amaggi, a major agricultural operator in Brazil [3]. - The project aims to reduce Brazil's reliance on potash imports and mitigate approximately 1.4 million tons of greenhouse gas emissions per year [3]. Upcoming Conferences - Brazil Potash's senior management will participate in several key conferences, including: - International Fertilizer Association (IFA) Conference - May 12-14, 2025 in Monaco - BMO Global Farm to Market Conference - May 14-15, 2025 in New York, NY - CG Global Metals & Mining Conference - May 20-22, 2025 in Henderson, NV - Wells Fargo Industrials Conference - June 10, 2025 in Chicago, IL [5]. Going Concern Qualification - Brazil Potash disclosed a going concern qualification in its audit opinion for the fiscal year ended December 31, 2024, as part of its annual report filed on Form 20-F [2]. - This qualification does not represent any changes to the company's audited financial statements or annual report [2].

Core Insights - Brazil Potash Corp. has appointed Marcelo Lessa to its advisory board, bringing over 30 years of experience in agricultural finance and investment strategies, particularly in Latin America and Africa [1][2] - Lessa's expertise includes leading over $400 million in investments in agribusiness and infrastructure during his tenure at the International Finance Corporation (IFC) and World Bank [2] - The Autazes Project aims to supply sustainable fertilizers to Brazil, which is critical for global food security, especially as the country imported over 95% of its potash fertilizer in 2021 [4] Company Overview - Brazil Potash is developing the Autazes Project, which is expected to produce up to 2.4 million tons of potash annually, potentially supplying around 20% of Brazil's current potash demand [4] - The project will utilize low-cost river barges for transportation in partnership with Amaggi, a major agricultural operator in Brazil [4] - The company aims to reduce Brazil's reliance on potash imports and mitigate approximately 1.4 million tons of greenhouse gas emissions per year [4] Advisory Board Composition - The advisory board is chaired by Stan Bharti and includes notable members such as Kátia Abreu, former Minister of Agriculture, and Luis Adams, former Attorney General of Brazil [6]

Core Viewpoint - Brazil Potash Corp. has made significant progress in the development of its Autazes Potash Project by awarding a contract for fauna rescue services, marking a critical environmental milestone that facilitates construction activities [1][2]. Group 1: Contract and Environmental Compliance - The contract for fauna rescue services has been awarded to Ecology Suporte Ambiental e Engenharia, which will manage comprehensive fauna activities prior to vegetation modification, ensuring compliance with environmental regulations [3][4]. - The initial phase of fauna management will focus on priority areas including the mine, road, and port sections, followed by other project areas such as the processing plant [4]. Group 2: Project Overview and Strategic Importance - Brazil Potash is developing the Autazes Project to supply sustainable fertilizers, addressing Brazil's reliance on potash imports, which exceeded 95% in 2021 [5]. - The project is expected to produce up to 2.4 million tons of potash annually, potentially meeting approximately 20% of Brazil's current potash demand, while also mitigating around 1.4 million tons of greenhouse gas emissions per year [5].

Financial Viability and Risks - The financial situation creates substantial doubt about the company's ability to continue as a going concern[52] - The company may face potential opposition to the Autazes Project, which could increase operating costs or cause substantial delays[52] - The Autazes Project has not yet commenced commercial extraction, and profitability is uncertain in the short to medium term[58] - The company will need to raise additional financing to complete the development of the Autazes Project, which may be affected by global market conditions[68] - The agricultural landscape is evolving, which could adversely impact demand for potash and the company's results[64] - The company is subject to various political and economic risks associated with operating in Brazil, which could affect operations and profitability[72] - Inflation in Brazil has historically been high, potentially impacting the company's financial condition and access to capital markets[76] - The company may be classified as a passive foreign investment company for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. holders[52] - The company has taken advantage of reduced reporting requirements as a foreign private issuer, which may limit the information available to shareholders[56] - The company is exposed to currency exchange rate fluctuations, particularly between the US dollar and the Brazilian real, which may adversely affect financial results[78] - The development of the Autazes Project is highly speculative and may never result in an operating mine, requiring significant time and investment[83] - The economic feasibility of the Autazes Project depends on various factors, including capital costs, commodity prices, and regulatory approvals[84] - Future changes in laws and regulations could significantly affect the company's activities, including increased bonding requirements that may exceed financial capabilities[99] - The company faces strict regulations regarding tailings impoundment safety, which could materially affect its reputation and operational capabilities[100] - The potash market is cyclical and volatile, with prices influenced by factors beyond the company's control, which could adversely affect its ability to finance development activities[103] - The potash mining industry is highly competitive, and the company may face challenges in attracting necessary funding and resources compared to competitors with greater financial capabilities[111] - Climate change and related regulations could increase operating costs and potentially reduce demand for potash, adversely affecting profitability and asset value[116] - The company generates GHG emissions, which may require compliance with evolving climate change regulations, potentially impacting financial performance[118] - There is uncertainty regarding the realization of identified potash resources and reserves, which may affect the economic viability of the Autazes Project[107] - The company may face legal claims related to climate change, which could adversely impact its business and financial condition[117] Project Development and Regulatory Challenges - The commencement of mining operations depends on various factors, including potash prices and the success of development plans[63] - Approximately $160 million will be required to fund infrastructure development for the Autazes Project, including a new power transmission line[93] - The company currently has rights of access to 24 rural properties, covering approximately 5.4 square miles, but has not yet commenced land regularization proceedings[85] - The company entered into agreements to lease 15 additional rural properties, totaling approximately 4.2 square miles, for six years[86] - Future ownership of rural properties may be subject to legal challenges due to restrictions on foreign investment in Brazil[88] - Compliance with extensive environmental laws and regulations is necessary, with potential penalties for non-compliance that could adversely affect operations[95] - The company is required to obtain or renew various government permits and licenses for the Autazes Project, which may involve significant time and costs, potentially impacting operations[98] - Recent regulatory changes in Brazil may increase the time and costs associated with obtaining new licenses for tailings management, potentially requiring new technologies[101] - The company faces potential opposition from indigenous communities, which could increase operating costs or cause delays in the Autazes Project[143] - The Brazilian federal appellate court reinstated the Preliminary Environmental License for the Autazes Project after a suspension was rescinded in April 2023[145] - The company submitted an application for Construction Licenses on August 25, 2023, prior to the expiration of the Preliminary Environmental License[145] - In October 2023, the appellate court granted an injunction to suspend the Second Lower Court Decision, allowing the environmental licensing process to proceed[145] - The Lower Court issued a Third Lower Court Decision in November 2023, temporarily suspending the environmental licensing process again[145] - The company filed an Interlocutory Appeal against the Third Lower Court Decision, which was accepted by the appellate court in February 2024[145] - The company faces potential delays and increased costs due to ongoing legal challenges related to the environmental licensing of the Autazes Project[145] Financial Performance and Cash Flow - The company has a history of negative operating cash flows, with approximately $(11.3) million, $(8.2) million, and $(8.2) million for the years ended December 31, 2024, 2023, and 2022 respectively[134] - The company reported net losses of approximately $46.4 million, $13.2 million, and $32.6 million for the years ended December 31, 2024, 2023, and 2022 respectively[134] - As of December 31, 2024, the company had an accumulated deficit of approximately $158.6 million[136] - The company expects to incur negative operating cash flows and net losses until the Autazes Project generates sufficient revenues[134] - The company had a cash position of approximately $18.9 million and working capital of approximately $17.9 million as of December 31, 2024[141] - The company faces liquidity risk, with a current cash position that exceeds its current liabilities, indicating a manageable liquidity situation[761] - The company anticipates exposure to market risks related to commodity prices, interest rates, and foreign currency exchange rates once mining operations commence[757] - A $0.01 change in the U.S. dollar against the Brazilian real could result in a respective increase or decrease in other comprehensive loss of approximately $3.8 million[763] - The company does not currently intend to pay dividends on its Common Shares, focusing instead on retaining earnings for business development[192] - Future offerings of debt or equity securities may dilute existing shareholders' interests and adversely affect the market price of Common Shares[189] - The company is exposed to credit risk primarily associated with its bank balances, which is mitigated by holding cash with reputable financial institutions[760] Corporate Governance and Compliance - As of December 31, 2024, executives, directors, and major shareholders collectively owned approximately 55.8% of the company's Common Shares, influencing corporate matters[155] - The company is subject to increased costs and management time due to compliance with public company requirements, including the Sarbanes-Oxley Act[157] - The company faces reputational risks related to sustainability and corporate social responsibility, which could impact its business and financial condition[160] - The company intends to rely on exemptions from certain NYSE American corporate governance standards, which may provide less protection to shareholders[166] - The company may lose its "foreign private issuer" status if a majority of its Common Shares are held in the U.S., leading to increased regulatory and compliance costs[167] - As an "emerging growth company," the company is eligible for reduced reporting requirements, including exemptions from certain auditing standards and executive compensation disclosures[168] - The company will remain an emerging growth company until it meets specific criteria, including total annual gross revenue of at least $1.235 billion or a market value of Common Shares exceeding $700 million[170] - The company operates in multiple jurisdictions, which exposes it to tax risks and potential additional tax liabilities due to differing tax laws and regulations[171] - The company's information technology systems are vulnerable to disruptions, which could lead to financial losses and regulatory exposure[174] - The corporate laws of Ontario may affect shareholder rights differently than U.S. laws, potentially impacting the attractiveness of the company's shares[177] - The company's bylaws designate the Superior Court of Justice of Ontario as the exclusive forum for certain claims, which may limit shareholders' ability to pursue legal actions in other jurisdictions[178] - The enforceability of the forum selection provisions in the company's bylaws is uncertain, which could lead to additional costs if disputes arise in other judicial forums[181] - The company completed its initial public offering of 2,000,000 Common Shares at a price of $15.00 per share, generating gross proceeds of $30.0 million[186]