Core Insights - Brazil Potash Corp. has been invited by the Mura Indigenous Council to participate in the FECIM Festival, highlighting the strengthening partnership with the Mura Indigenous communities [1][2][3] - The festival is set to take place on August 29 and 30, 2025, at Jair Tupinambá Park in Autazes, with additional invitations for community events and a lunch in the village [2] - The invitations follow a Preliminary Cooperation Agreement signed in January 2025, aimed at establishing a "Mura Well Being" sustainable development program [3] Company Overview - Brazil Potash is developing the Autazes Potash 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 [5] - The company plans to transport potash using low-cost river barges in partnership with Amaggi, a major agricultural operator in Brazil [5] - The initiative aims to reduce greenhouse gas emissions by approximately 1.4 million tons per year while supporting Brazil's food security [5][3] Community Engagement - The Mura Indigenous Council represents over 18,000 Mura Indigenous people and plays a crucial role as stakeholders in the Autazes Potash Project [4] - The participation in the FECIM Festival signifies the company's commitment to cultural respect and sustainable development in collaboration with local communities [3][2]

Group 1 - Brazil Potash's stock price surged over 45% after announcing a binding 10-year take-or-pay agreement with Keytrade Fertilizantes Brasil, which will purchase up to 900,000 tons of potash annually, representing approximately 30%-37% of the company's planned annual production [1] - The company has secured binding purchase agreements covering about 60% of its planned production and is in advanced negotiations with a significant potential partner, which could increase total contracted volume to approximately 91% of annual capacity [1][2] - The CEO of Brazil Potash highlighted the agreement with Keytrade as a significant milestone in the company's global commercialization process, with total binding commitments now reaching approximately 1.45 million tons against a planned annual production of about 2.4 million tons [2] Group 2 - Brazil Potash is focused on developing, constructing, and operating the Autazes potash project in the Amazon region of Brazil, positioning itself as a key player in the potash fertilizer market [2] - The price of potash in Brazil is projected to rise, with average prices expected to be around $319 per ton in Q1 2025 and $359 per ton in Q2 2025, reflecting a quarter-on-quarter increase of 12.6% [2] - The potash market is recovering from the extreme price levels seen in 2022 due to supply constraints caused by geopolitical tensions, with demand expected to improve in North America and Brazil, leading to a moderate rebound in potash prices [3]

Core Viewpoint - Brazil Potash Corp. has secured a significant commercial offtake agreement with Keytrade Fertilizantes Brasil, marking a major milestone in the development of its Autazes Potash Project, which aims to enhance Brazil's agricultural sustainability and reduce reliance on potash imports [1][3]. Agreement Details - The binding agreement establishes a 10-year take-or-pay commitment for Keytrade to purchase up to approximately 900,000 tons of potash annually from the Autazes Potash Project [2][8]. - This agreement finalizes a memorandum of understanding announced on January 16, 2025, and complements an existing agreement with Amaggi Exportacão e Importacão Ltda., bringing total binding commitments to approximately 1.45 million tons of the planned 2.4 million tons of annual production [3][7]. Commercial Strategy Progress - With the Keytrade agreement finalized, Brazil Potash has secured binding offtake agreements covering around 60% of its planned production capacity, with ongoing discussions that could increase this to approximately 91% [5]. - The remaining production is reserved for spot sales to support farmers and accommodate maintenance outages [5]. Strategic Importance - The agreement supports Brazil's National Fertilizer Plan by producing a critical mineral that strengthens the domestic agricultural supply chain [7]. - Keytrade's commitment represents a strategic step toward reducing Brazil's reliance on imports and fostering economic growth in the Amazon region [3][10]. Production and Financial Structure - Keytrade will purchase 30% to 37% of Brazil Potash's annual production, with pricing structures that include a marketing fee and profit-sharing provisions [8]. - The agreement aligns with the company's project financing requirements, ensuring long-term revenue visibility and stability [8]. Background Information - Brazil Potash is developing the Autazes Project to supply sustainable fertilizers, aiming to meet approximately 20% of Brazil's current potash demand while mitigating greenhouse gas emissions [10]. - Keytrade AG, established in Switzerland, is a leading global fertilizer company with a strong presence in Brazil, focusing on sustainable agriculture [9].

[Condensed Interim Consolidated Statements of Financial Position](index=2&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Financial%20Position) This section details the Company's financial position, showing changes in assets, liabilities, and equity as of June 30, 2025 [Financial Position Overview](index=2&type=section&id=Financial%20Position%20Overview) As of June 30, 2025, Brazil Potash Corp. reported a decrease in cash and cash equivalents and total current assets compared to December 31, 2024, while non-current assets, particularly exploration and evaluation assets, increased significantly. Total liabilities saw a modest increase, and total equity also grew Financial Position Overview ($) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $8,546,279 | $18,861,029 | | Total current assets | $9,790,549 | $20,950,452 | | Exploration and evaluation assets | $134,794,419 | $118,785,555 | | Total assets | $146,054,965 | $141,055,466 | | Total liabilities | $6,028,167 | $5,635,180 | | Total equity | $140,026,798 | $135,420,286 | - Cash and cash equivalents decreased by approximately **54.6%** from **$18,861,029** at December 31, 2024, to **$8,546,279** at June 30, 2025[3](index=3&type=chunk) - Exploration and evaluation assets increased by approximately **13.5%** from **$118,785,555** at December 31, 2024, to **$134,794,419** at June 30, 2025[3](index=3&type=chunk) [Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss](index=3&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Loss%20and%20Other%20Comprehensive%20Loss) This section presents the Company's financial performance, including loss and comprehensive loss, for the six months ended June 30, 2025 [Loss and Comprehensive Loss Analysis](index=3&type=section&id=Loss%20and%20Comprehensive%20Loss%20Analysis) The Company experienced a significant increase in loss for the period and total comprehensive loss for the six months ended June 30, 2025, compared to the same period in 2024, primarily driven by higher operating expenses, especially share-based compensation Loss and Comprehensive Loss Summary ($) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Operating Loss | $33,201,123 | $12,714,371 | | Loss for the period after income taxes | $33,234,290 | $12,761,214 | | Total comprehensive loss for the period | $25,111,306 | $22,043,433 | | Basic and diluted loss per share | $0.86 | $0.36 | | Share-based compensation | $26,614,831 | $9,896,236 | - Loss for the period after income taxes increased by **160.4%** from **$12,761,214** in H1 2024 to **$33,234,290** in H1 2025[5](index=5&type=chunk) - Share-based compensation significantly increased by **168.9%** from **$9,896,236** in H1 2024 to **$26,614,831** in H1 2025, contributing to the higher operating loss[5](index=5&type=chunk) [Condensed Interim Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Interim%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section outlines changes in the Company's equity components for the six months ended June 30, 2025 [Equity Changes Overview](index=4&type=section&id=Equity%20Changes%20Overview) The Company's total equity increased from $135,420,286 at December 31, 2024, to $140,026,798 at June 30, 2025, despite a substantial loss for the period, primarily due to increases in share capital and share-based payments reserve Equity Components ($) | Equity Component | Balance, December 31, 2024 | Balance, June 30, 2025 | | :------------------------------ | :------------------------- | :--------------------- | | Common Shares ($) | $281,296,133 | $283,112,644 | | Share-based payments reserve | $93,515,510 | $121,416,817 | | Accumulated Other Comprehensive Loss | $(81,361,294) | $(73,238,310) | | Deficit | $(158,573,664) | $(191,807,954) | | Total Shareholders' Equity | $135,420,286 | $140,026,798 | - Share-based payments reserve increased by **$27,901,307** during the six months ended June 30, 2025, reflecting new deferred and restricted share unit grants and vesting[7](index=7&type=chunk) - The accumulated deficit grew by **$33,234,290**, from **$(158,573,664)** to **$(191,807,954)**, reflecting the loss for the period[7](index=7&type=chunk) [Condensed Interim Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Interim%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the Company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 [Cash Flow Analysis](index=5&type=section&id=Cash%20Flow%20Analysis) For the six months ended June 30, 2025, the Company experienced a significant net decrease in cash and cash equivalents, primarily due to increased cash used in operating and investing activities, particularly for exploration and evaluation assets Cash Flow Activities ($) | Cash Flow Activity | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(5,693,529) | $(1,110,390) | | Net cash from financing activities | $(25,989) | $2,140,000 | | Net cash used in investing activities | $(4,635,372) | $(1,780,434) | | NET DECREASE IN CASH AND CASH EQUIVALENTS | $(10,314,750) | $(829,107) | | CASH AND CASH EQUIVALENTS, end of period | $8,546,279 | $1,621,132 | - Net cash used in operating activities increased by **412.7%** from **$(1,110,390)** in H1 2024 to **$(5,693,529)** in H1 2025[9](index=9&type=chunk) - Net cash from financing activities shifted from an inflow of **$2,140,000** in H1 2024 to an outflow of **$(25,989)** in H1 2025, mainly due to reduced option and warrant exercises and principal reduction in lease liability[9](index=9&type=chunk) [Notes to the Condensed Interim Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Interim%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures supporting the condensed interim consolidated financial statements [1. Reporting Entity and Going Concern](index=6&type=section&id=1.%20Reporting%20entity%20and%20going%20concern) Brazil Potash Corp. is engaged in potash exploration and development in Brazil, with its Autazes Project having secured all 21 Installation Licenses as of August 2024. However, the Company's ability to continue as a going concern is dependent on securing adequate financing due to ongoing operating losses and significant accumulated deficit - The Company's principal activity is the exploration and development of potash properties in Brazil, specifically the Autazes Project[11](index=11&type=chunk) - As of August 2024, the Company has received all **21 Installation Licenses** required for the construction of the Autazes Project[16](index=16&type=chunk) Financial Metrics Related to Going Concern ($) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Loss for the six months | $33,234,290 | $12,761,214 | | Accumulated deficit | $191,807,954 | $158,573,664 | | Working capital | $6,618,940 | $17,863,159 | - The Company's continuance as a going concern is dependent upon its ability to obtain adequate financing to fund operations, exploration, and development activities, and to reach profitable levels[19](index=19&type=chunk) [2. Basis of Preparation](index=7&type=section&id=2.%20Basis%20of%20preparation) The condensed interim consolidated financial statements comply with IAS 34 and use the same accounting policies as the prior annual statements. The Company is assessing the impact of new IFRS standards (IFRS 18 and amendments to IFRS 9/7) effective from January 1, 2027, and January 1, 2026, respectively - The condensed interim consolidated financial statements are in compliance with **IAS 34, Interim Financial Reporting**[22](index=22&type=chunk) - The Company is assessing the impacts of **IFRS 18 - Presentation and Disclosure of Financial Statements**, effective January 1, 2027, which aims to improve transparency and comparability of financial performance[26](index=26&type=chunk) - Amendments to **IFRS 9 Financial Instruments** and **IFRS 7 Financial Instruments: Disclosures**, effective January 1, 2026, clarify derecognition of financial liabilities, assessment of contractual cash flow characteristics, and add new disclosure requirements[27](index=27&type=chunk) [Statement of Compliance](index=7&type=section&id=2.a)%20Statement%20of%20compliance) The interim consolidated financial statements comply with IAS 34 and were authorized by the Board on August 13, 2025 - The condensed interim consolidated financial statements comply with **IAS 34, Interim Financial Reporting**, and were authorized for issue by the Board of Directors on August 13, 2025[22](index=22&type=chunk)[24](index=24&type=chunk) [Material Accounting Policies](index=8&type=section&id=2.b)%20Material%20accounting%20policies) The interim consolidated financial statements were prepared using the same accounting policies as the prior year's annual statements - The condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company's consolidated financial statements for the year ended December 31, 2024[24](index=24&type=chunk) [Recent Accounting Pronouncements Not Yet Adopted](index=8&type=section&id=Recent%20accounting%20pronouncements%20not%20yet%20adopted) The Company is evaluating new IFRS standards, including IFRS 18 and IFRS 9/7 amendments, effective in 2027 and 2026 - **IFRS 18 - Presentation and Disclosure of Financial Statements**, effective January 1, 2027, will replace IAS 1 and aims to improve comparability of profit or loss statements, transparency of management-defined performance measures, and grouping of information[26](index=26&type=chunk) - Amendments to **IFRS 9 Financial Instruments** and **IFRS 7 Financial Instruments: Disclosures**, effective January 1, 2026, clarify derecognition of financial liabilities, assessment of contractual cash flow characteristics, and add new disclosure requirements[27](index=27&type=chunk) [3. Amounts Receivable](index=9&type=section&id=3.%20Amounts%20receivable) Amounts receivable primarily consist of HST, which decreased from December 31, 2024, to June 30, 2025 Amounts Receivable ($) | Category | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | HST | $470,651 | $586,554 | | Other receivables | — | $8,386 | | Total | $470,651 | $594,940 | - Total amounts receivable decreased by **20.89%** from **$594,940** at December 31, 2024, to **$470,651** at June 30, 2025[29](index=29&type=chunk) [4. Property and Equipment](index=9&type=section&id=4.%20Property%20and%20equipment) The net book value of property and equipment increased slightly from January 1, 2025, to June 30, 2025, primarily due to foreign exchange effects on cost and depreciation, with minor additions and disposals Property and Equipment Net Book Value ($) | Category | Cost (June 30, 2025) | Depreciation (June 30, 2025) | Net Book Value (June 30, 2025) | | :---------------- | :------------------- | :--------------------------- | :----------------------------- | | Vehicles | $34,993 | $34,684 | $309 | | Office equipment | $89,618 | $75,456 | $14,162 | | Furniture and fixtures | $17,034 | $10,702 | $6,332 | | Land | $876,206 | $— | $876,206 | | Total | $1,017,851 | $120,842 | $897,009 | - Net book value of property and equipment increased by **13.3%** from **$791,597** at January 1, 2025, to **$897,009** at June 30, 2025[30](index=30&type=chunk) - The effect of foreign exchange contributed **$121,495** to the cost and **$14,901** to depreciation for the six months ended June 30, 2025[30](index=30&type=chunk) [5. Leases](index=10&type=section&id=5.%20Leases) The Company leases 15 rural properties for its potash project, recognizing a right-of-use asset and a lease liability. For the six months ended June 30, 2025, lease liabilities increased, and finance costs related to leases were capitalized to exploration and evaluation assets - The Company leases **15 rural properties** (approx. **4.2 square miles**) for dry stacked tailings piles, with a right of first refusal to purchase[32](index=32&type=chunk) Lease Liabilities and Right-of-Use Asset ($) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Right of use asset | $572,988 | $527,862 | | Lease Liability - current | $87,210 | $70,305 | | Lease Liability - non-current | $614,636 | $535,300 | | Total Lease Liability | $701,846 | $605,605 | - For the six months ended June 30, 2025, **$44,392** in interest expense related to lease liabilities was capitalized to exploration and evaluation assets[33](index=33&type=chunk) [6. Exploration and Evaluation Assets](index=11&type=section&id=6.%20Exploration%20and%20evaluation%20assets) Exploration and evaluation assets significantly increased during the six months ended June 30, 2025, primarily due to site operations, environmental, construction, consulting, and technical costs, as well as share-based compensation and foreign exchange effects Exploration and Evaluation Assets ($) | Category | Six months ended June 30, 2025 | | :---------------------------------------------- | :----------------------------- | | Balance, beginning of period | $118,785,555 | | Mineral rights and land fees | $12,621 | | Site operations, environmental, construction, consulting and technical costs | $5,040,614 | | Share-based compensation (Note 9) | $2,687,987 | | Effect of foreign exchange | $8,267,642 | | Balance, end of period | $134,794,419 | - Exploration and evaluation assets increased by **$16,008,864 (13.5%)** during the six months ended June 30, 2025[36](index=36&type=chunk) - Site operations, environmental, construction, consulting, and technical costs were the largest component of additions, totaling **$5,040,614**[36](index=36&type=chunk) [7. Trade Payables and Accrued Liabilities](index=12&type=section&id=7.%20Trade%20payables%20and%20accrued%20liabilities) Trade payables and accrued liabilities saw a slight increase from December 31, 2024, to June 30, 2025, with trade payables increasing significantly while accruals decreased Trade Payables and Accrued Liabilities ($) | Category | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Trade payables | $2,368,881 | $1,271,484 | | Accruals | $715,518 | $1,745,504 | | Total trade payables and accrued liabilities | $3,084,399 | $3,016,988 | - Trade payables increased by **86.3%** from **$1,271,484** to **$2,368,881**, while accruals decreased by **59.0%** from **$1,745,504** to **$715,518**[38](index=38&type=chunk) [8. Share Capital](index=12&type=section&id=8.%20Share%20capital) The Company's issued share capital increased during the six months ended June 30, 2025, primarily due to RSU and option exercises and the issuance of common shares for an equity line of credit. This follows significant activity in 2024, including an IPO and a 4:1 share consolidation - The Company has an unlimited number of common shares authorized without par value[39](index=39&type=chunk) Issued Share Capital Changes (Shares and $) | Activity | Number of shares (June 30, 2025) | Stated Value ($) (June 30, 2025) | | :-------------------------------------- | :------------------------------- | :------------------------------- | | Balance, beginning of period | 38,403,737 | $281,296,133 | | RSU exercise | 100,000 | $1,321,000 | | Option exercise | 10,000 | $120,511 | | Issued for equity line of credit | 215,852 | $375,000 | | Balance, end of period | 38,729,589 | $283,112,644 | - On October 18, 2024, the Company consolidated its common shares on a **4:1 basis**, retrospectively updating all share and value per share amounts[40](index=40&type=chunk) - During H1 2025, **215,852** common shares were issued for **$375,000** as consideration for an equity line of credit with Alumni Capital LP[42](index=42&type=chunk) [Authorized Share Capital](index=12&type=section&id=8.a)%20Authorized) The Company is authorized to issue an unlimited number of common shares without par value - The Company is authorized to issue an unlimited number of common shares without par value[39](index=39&type=chunk) [Issued Share Capital](index=12&type=section&id=8.b)%20Issued) Issued share capital increased due to RSU and option exercises and shares issued for an equity line of credit, following a 2024 IPO and share consolidation Issued Share Capital Changes (Shares and $) | Activity | Number of shares (June 30, 2025) | Stated Value ($) (June 30, 2025) | | :-------------------------------------- | :------------------------------- | :------------------------------- | | Balance, beginning of period | 38,403,737 | $281,296,133 | | RSU exercise | 100,000 | $1,321,000 | | Option exercise | 10,000 | $120,511 | | Issued for equity line of credit | 215,852 | $375,000 | | Balance, end of period | 38,729,589 | $283,112,644 | - During the six months ended June 30, 2025, **100,000 RSUs** were exercised for **$1,321,000** and **10,000 options** were exercised for **$40,000**[41](index=41&type=chunk) - In 2024, the Company closed an IPO of **2,000,000** common shares at **$15.00** per share, generating **$30,000,000** gross proceeds[43](index=43&type=chunk) [9. Share-Based Payments](index=13&type=section&id=9.%20Share-based%20payments) The share-based payments reserve significantly increased during the six months ended June 30, 2025, primarily due to the vesting of Restricted Share Units (RSUs) and Deferred Share Units (DSUs), reflecting ongoing compensation to directors, officers, and consultants Share-Based Payments Reserve ($) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Balance, beginning of the period | $93,515,510 | $64,280,247 | | Vesting of DSUs | $1,750,477 | $11,100,686 | | Vesting of RSUs | $27,552,341 | $25,853,678 | | RSU exercise | $(1,321,000) | $(460,225) | | Option exercise | $(80,511) | $(3,961,898) | | Balance, end of the period | $121,416,817 | $93,515,510 | - The share-based payments reserve increased by **$27,901,307 (29.8%)** from December 31, 2024, to June 30, 2025[45](index=45&type=chunk) - Total RSU vesting expense for the six months ended June 30, 2025, was **$27,552,341**, with a portion capitalized to exploration and evaluation assets (**$2,685,486**) and the remainder expensed in the consolidated statements of loss[77](index=77&type=chunk) [Option Plan](index=14&type=section&id=9.a)%20Option%20plan) The Company's incentive share option plan allows for grants to directors, officers, employees, and consultants, with options outstanding decreasing slightly due to exercises during the period - The Plan allows for the issuance of share options up to **10%** of the Company's issued and outstanding capital at the date of grant, with a maximum term of five years[46](index=46&type=chunk) Share Options Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Balance, beginning of period | 913,125 | 1,455,625 | | Exercised | (10,000) | (489,166) | | Expired | — | (53,334) | | Balance, end of period | 903,125 | 913,125 | - As of June 30, 2025, **903,125** options were outstanding, all of which were exercisable, with exercise prices ranging from **$4.00** to **$16.00**[50](index=50&type=chunk) [Deferred Share Units Plan ("DSU")](index=15&type=section&id=9.b)%20Deferred%20share%20units%20plan%20(%22DSU%22)) The DSU plan allows for grants to employees, officers, or directors, with DSUs outstanding increasing during the period. Various grants have specific vesting conditions, and related expenses are recognized over the vesting period - The DSU plan allows for the issuance of one common share for each DSU held when a participant ceases to be a director, officer, or employee, up to **10%** of the fully diluted issued share capital[51](index=51&type=chunk) Deferred Share Units (DSUs) Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Balance, beginning of period | 4,102,083 | 3,552,083 | | Granted | 299,000 | 806,250 | | Balance, end of period | 4,401,083 | 4,102,083 | | Vested DSUs | 3,821,917 | N/A | - During the six months ended June 30, 2025, the total expense related to the vesting of DSUs was **$1,750,477**, with a portion capitalized to exploration and evaluation assets (**$2,501**)[65](index=65&type=chunk) [Restricted Share Units Plan ("RSU")](index=18&type=section&id=9.c)%20Restricted%20share%20units%20plan%20(%22RSU%22)) The RSU plan grants participants the right to common shares after a deferral period. RSUs outstanding increased significantly, with substantial expenses recognized for vesting during the six months ended June 30, 2025 - RSUs confer the right to Common Shares at the end of a specified deferral period, without voting or other rights prior to settlement[67](index=67&type=chunk) Restricted Share Units (RSUs) Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Balance, beginning of period | 4,425,625 | — | | Granted | 511,000 | 4,457,500 | | Exercised | (100,000) | (31,875) | | Balance, end of period | 4,836,625 | 4,425,625 | | Vested RSUs | 787,375 | N/A | - Total RSU vesting expense for the six months ended June 30, 2025, was **$27,552,341**, with **$2,685,486** capitalized to exploration and evaluation assets[77](index=77&type=chunk) [10. Warrants and Warrant Liability](index=20&type=section&id=10.%20Warrants%20and%20warrant%20liability) The Company has outstanding warrants, some of which are classified as financial liabilities due to variable terms. The fair value of the warrant liability significantly decreased during the six months ended June 30, 2025, reflecting changes in market conditions and Black-Scholes assumptions Warrants Outstanding (June 30, 2025) | Warrant Type | Number of warrants (June 30, 2025) | Exercise price | | :----------- | :--------------------------------- | :------------- | | Broker warrants | 258,188 | $4.00 | | IPO warrants | 100,000 | $19.50 | | Total | 358,188 | $8.33 (average) | Warrant Liability Fair Value ($) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Warrant liability fair value | $900 | $132,200 | | Change in fair value | $(131,300) | $(386,900) | - The fair value of the warrant liability decreased by **99.3%** from **$132,200** at December 31, 2024, to **$900** at June 30, 2025, primarily due to a decrease in the Company's stock price and changes in volatility and risk-free interest rates[82](index=82&type=chunk) [Warrants Outstanding](index=20&type=section&id=Warrants%20Outstanding) The Company has 358,188 warrants outstanding as of June 30, 2025, with varying exercise prices and expiry dates Warrants Outstanding (June 30, 2025) | Number of warrants | Exercise price | Expiry Date |\n| :----------------- | :------------- | :---------------- |\n| 258,188 | $4.00 | November 27, 2025 |\n| 100,000 | $19.50 | November 26, 2026 |\n| 358,188 | $8.33 (average) | | [Warrant Liability](index=20&type=section&id=Warrant%20Liability) Warrants with variable terms are financial liabilities, with fair value significantly decreasing due to market changes - Warrants with variable exercise price or number of shares delivered are accounted for as financial liabilities, with changes in fair value recorded in the statements of loss[80](index=80&type=chunk) Warrant Liability Fair Value ($) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Warrant liability fair value | $900 | $132,200 | | Change in fair value | $(131,300) | $(386,900) | - The fair value of broker warrants was estimated using the Black-Scholes option pricing model, with a stock price of **$1.36** at June 30, 2025, down from **$7.70** at December 31, 2024[82](index=82&type=chunk) [Warrants - Equity](index=21&type=section&id=Warrants%20-%20Equity) Equity-classified warrants remained stable at 258,188 during the period, following prior year grants and exercises Equity Warrants Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Balance, beginning of period | 258,188 | 286,875 |\n| Granted | — | 93,750 |\n| Exercised | — | (122,437) |\n| Balance, end of period | 258,188 | 258,188 | - During the year ended December 31, 2024, **93,750** warrants were granted as compensation for services, and **122,437** warrants were exercised for gross proceeds of **$1,614,750**[83](index=83&type=chunk)[84](index=84&type=chunk) [11. Financial Risk Management Objectives and Policies](index=21&type=section&id=11.%20Financial%20Risk%20Management%20Objectives%20and%20Policies) The Company manages financial risks including credit, liquidity, and market risks (interest rate and foreign currency). It does not use derivative transactions and focuses on maintaining sufficient liquidity and capital for its operations and development projects - The Company's financial instruments include cash and cash equivalents, other receivables, trade payables, and accrued liabilities, primarily for funding operations[85](index=85&type=chunk) - The Company does not engage in derivative transactions to manage risk[86](index=86&type=chunk) - Credit risk is considered minimal as cash and cash equivalents are held with high credit quality financial institutions[87](index=87&type=chunk) - Liquidity risk is managed by ensuring sufficient cash (**$8,546,279** at June 30, 2025) to meet current liabilities (**$3,171,609**)[88](index=88&type=chunk) - Foreign currency risk arises from fluctuations in Canadian dollar and Brazilian Reais exchange rates against the US dollar, which could materially impact financial results[91](index=91&type=chunk) [Credit Risk](index=22&type=section&id=Credit%20risk) Credit risk is minimal as cash and cash equivalents are held with high credit quality financial institutions - The Company's exposure to credit risk is minimal, as cash and cash equivalents are held with high credit quality financial institutions[87](index=87&type=chunk) [Liquidity Risk](index=22&type=section&id=Liquidity%20risk) The Company maintains sufficient cash to cover current liabilities, indicating adequate liquidity management - As at June 30, 2025, the Company had **$8,546,279** in cash and cash equivalents to settle current liabilities of **$3,171,609**, indicating sufficient liquidity[88](index=88&type=chunk) [Market Risk](index=22&type=section&id=Market%20risk) Market risk includes exposure to interest rate, foreign currency, and equity price fluctuations impacting financial performance - Market risk encompasses changes in interest rates, foreign exchange rates, and equity prices affecting the Company's income or financial instrument values[89](index=89&type=chunk) [Interest Rate Risk](index=22&type=section&id=11.a)%20Interest%20rate%20risk) Interest rate risk is considered minimal due to cash being held on deposit at major financial institutions - Interest rate risk is considered minimal as cash is held on deposit at major financial institutions[90](index=90&type=chunk) [Foreign Currency Risk](index=22&type=section&id=11.b)%20Foreign%20currency%20risk) Foreign currency risk stems from CAD and BRL fluctuations against USD, potentially impacting comprehensive loss - Foreign currency risk primarily relates to the Canadian dollar and Brazilian Reais, with fluctuations potentially impacting the Company's financial condition[91](index=91&type=chunk) Foreign Exchange Rates (H1 2025) | Currency | Average rate (H1 2025) | Closing rate (H1 2025) | | :------- | :--------------------- | :--------------------- | | CAD | 0.7098 | 0.7330 | | BRL | 0.1737 | 0.1833 | - A **$0.01** strengthening or weakening of the US dollar against the Brazilian Real would result in an approximate **$4,057,000** increase or decrease in other comprehensive loss[93](index=93&type=chunk) [Capital Management](index=23&type=section&id=11.c)%20Capital%20management) The Company manages capital to ensure going concern status and fund exploration, with no current dividend policy - The Company manages its capital (shareholders' equity, cash, short-term investments) to ensure going concern status and fund exploration/development[94](index=94&type=chunk) - Capital structure adjustments may involve issuing new shares, acquiring/disposing of assets, and adjusting cash levels; there is no dividend policy[95](index=95&type=chunk) [12. Related Party Disclosures](index=23&type=section&id=12.%20Related%20Party%20Disclosures) Key management personnel compensation, including share-based payments, significantly increased for the six months ended June 30, 2025. The Company also has minor trade payables and prepaid expenses with related parties Key Management Personnel Compensation ($) | Compensation Category | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------- | :----------------------------- | :----------------------------- | | Directors & officers compensation | $1,955,602 | $905,812 | | Share-based payments | $20,717,042 | $7,103,225 | | Total | $22,672,644 | $8,009,037 | - Total key management personnel compensation increased by **183.1%** from **$8,009,037** in H1 2024 to **$22,672,644** in H1 2025, largely due to a **191.7%** increase in share-based payments[96](index=96&type=chunk) - As of June 30, 2025, trade payables and accrued liabilities included **$16,565** owing to directors and officers for consulting and directors fees[99](index=99&type=chunk) [Key Management Personnel Compensation](index=23&type=section&id=12.a)%20Key%20management%20personnel%20compensation) Key management compensation, especially share-based payments, significantly increased for H1 2025 Key Management Personnel Compensation ($) | Compensation Category | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------- | :----------------------------- | :----------------------------- | | Directors & officers compensation | $1,955,602 | $905,812 | | Share-based payments | $20,717,042 | $7,103,225 | | Total | $22,672,644 | $8,009,037 | - Share-based compensation for directors and officers increased significantly, related to the amortization of estimated fair value of DSUs and RSUs granted[98](index=98&type=chunk) [Transactions with Other Related Parties](index=24&type=section&id=12.b)%20Transactions%20with%20other%20related%20parties) The Company has minor trade payables to directors and officers and prepaid expenses with a former common director's company - Trade payables and accrued liabilities included **$16,565** owing to directors and officers for consulting and directors fees as of June 30, 2025[99](index=99&type=chunk) - Prepaid expenses included **$79,783** advanced to Tali Flying LP, a company with a former common director[100](index=100&type=chunk) [13. Commitments and Contingencies](index=24&type=section&id=13.%20Commitments%20and%20contingencies) The Company has significant commitments related to management contracts upon change of control or termination, and is involved in ongoing lawsuits challenging its environmental and construction licenses. An option agreement with Franco-Nevada Corporation provides for a potential royalty purchase - Management contracts require payments of approximately **$19,951,000** to directors, officers, and consultants upon a change in control, and **$9,628,000** upon termination[102](index=102&type=chunk) - The Company has been involved in lawsuits challenging its environmental and construction licenses since 2016, with the outcome of recent counterclaims not yet determinable[103](index=103&type=chunk) - On November 1, 2024, the Company entered into an option agreement with Franco-Nevada Corporation, granting an option to purchase a perpetual **4% royalty** on gross revenue from potash production from the Autazes Property for **$1,000,000**[104](index=104&type=chunk) [14. Subsequent Events](index=25&type=section&id=14.%20Subsequent%20events) Subsequent to June 30, 2025, the Company issued common shares under an equity line of credit (ELOC) agreement with Alumni Capital, providing access to up to $75 million in financing over 24 months - On July 15, 2025, the Company issued **1,000,000** common shares for **$1,809,000** under an equity line of credit (ELOC) agreement with Alumni Capital[106](index=106&type=chunk) - The ELOC, entered into on May 1, 2025, allows the Company to sell up to **$75 million** worth of common shares to Alumni Capital over a **24-month period**[106](index=106&type=chunk) - On July 16, 2025, an additional **500,000** common shares were issued for **$702,500** under the ELOC[108](index=108&type=chunk)

Brazil Potash (GRO) Conference Call Summary Company Overview - **Company**: Brazil Potash - **Project**: Otaz Potash Project - **Date of Call**: July 21, 2025 Key Points Industry Context - Brazil is the world's largest importer of potash, importing over 95% of its needs, with significant imports from countries facing sanctions or conflict, such as Russia and Belarus [6][7] - The project aims to supply approximately 17% of Brazil's current potash demand, producing up to 2,400,000 short tons annually [6] Strategic Partnership - Brazil Potash signed a Memorandum of Understanding (MOU) with Victor Energia for the construction and financing of power transmission infrastructure [2][4] - The partnership is expected to remove a $200 million capital requirement from the project, which represents about 8% of the total construction cost [12][19] - Victor Energia will develop, permit, construct, and operate the power transmission infrastructure under a build-own-operate-transfer model [10] Financial Implications - The partnership ensures delivery of 300 megawatts of electricity annually, with approximately 80% sourced from Brazil's renewable grid [11] - Victor Energia's $20 million strategic equity investment is structured in two tranches, with the first tranche of $2 million upon signing the definitive agreement [12] - The removal of the $200 million construction budget significantly enhances the attractiveness of financing discussions with lenders and partners [12] Market Dynamics - Potash prices have risen to $365 per ton, with forward contracts at $370 per ton, supported by geopolitical constraints and depleted stockpiles [15][16] - The project is positioned to benefit from Brazil's agricultural export status, particularly in light of U.S.-China tariffs [7] Development Timeline - The project is still expected to take over four years to complete, but the partnership with Victor Energia is a key component in advancing the construction timeline [40] - Brazil Potash is exploring additional carve-out opportunities for other project components, such as the steam plant and trucking [13][41] Offtake Agreements - Brazil Potash has existing agreements for 550,000 tons per year with the Imagi Group and a MOU with KeyTrade for up to 1,000,000 tons per year, with expectations to finalize binding contracts soon [14][36] - The company aims to secure additional binding offtake agreements to cover approximately 2,000,000 to 2,200,000 tons of its total production by the end of the year [37] Stakeholder Engagement - The company has strengthened relationships with government stakeholders, emphasizing the project's importance for Brazil's food security and regional economic development [15][43] Conclusion - The partnership with Victor Energia is viewed as a transformative milestone for Brazil Potash, enhancing its project economics and positioning it favorably within the market [19][46]

Core Viewpoint - Brazil Potash Corp. has announced a partnership with Fictor Energia, which includes a $200 million investment for power line construction and a $20 million equity investment to support the Autazes Project, aimed at enhancing Brazil's potash production capabilities [4][7]. Company Overview - Brazil Potash is focused on developing the Autazes Project to supply sustainable fertilizers, addressing Brazil's reliance on imported potash, which was over 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 [5]. - The company plans to transport potash using low-cost river barges in partnership with Amaggi, a major agricultural operator in Brazil [5]. Partnership Details - The partnership with Fictor Energia involves a memorandum of understanding (MOU) for funding power transmission infrastructure and strategic equity investment [7]. - Key commercial terms include the construction, operation, and eventual ownership transfer of the power line after 25 years [8]. - The partnership is expected to provide strategic benefits and may lead to additional arrangements to manage construction costs for the Autazes Project [8]. Upcoming Events - A conference call is scheduled for July 21, 2025, to discuss the partnership structure, project financing implications, and the path to production [7].

Core Viewpoint - Brazil Potash Corp. has signed a non-binding Memorandum of Understanding (MOU) with Fictor & WTT S.A. for funding and constructing power transmission infrastructure for the Autazes Project, which is expected to enhance the project's viability and reduce capital expenditure [1][3]. Partnership Highlights - Fictor Energia will develop, permit, construct, and operate the power transmission infrastructure, supplying 300MW per year of approximately 80% renewable energy sourced from the Brazilian grid through a Build, Own, Transfer model [2]. - The power transmission project involves a capital expenditure of around $200 million, which will be fully funded by Fictor Energia, thus alleviating Brazil Potash's construction budget [3]. Investment Details - Fictor Energia plans to invest a total of $20 million in Brazil Potash, structured in two tranches: $2 million upon signing the definitive partnership agreement and $18 million upon receiving the power line installation license [3]. Next Steps - The parties will work towards executing definitive agreements, with Fictor Energia commencing preliminary engineering and regulatory processes immediately. The power transmission infrastructure is expected to be operational by July 2029, aligning with the Autazes Project's production timeline [4]. Corporate Update - Brazil Potash has appointed Raphael Bloise as the Interim President of Potassio do Brasil Ltda, its wholly owned Brazilian subsidiary [5]. About Brazil Potash - Brazil Potash is developing the Autazes Project to supply sustainable fertilizers, aiming to reduce Brazil's reliance on potash imports, which exceeded 95% in 2021. The project anticipates an initial annual production of up to 2.4 million tons, potentially meeting about 20% of Brazil's current potash demand [7]. - The potash will be transported primarily via low-cost river barges in partnership with Amaggi, a major player in Brazil's agricultural logistics [7].

Core Viewpoint - Brazil Potash Corp. announced the resignation of Adriano Espeschit as President of Potássio do Brasil Ltda., effective in 30 days, to pursue other opportunities, while the company continues to advance its Autazes Potash Project without interruption [1][2]. Company Overview - Brazil Potash is developing the Autazes Project to supply sustainable fertilizers to Brazil, a major agricultural exporter, which is currently reliant on potash imports [3]. - The country imported over 95% of its potash fertilizer in 2021, despite having one of the largest undeveloped potash basins [3]. - The project aims for an initial annual production of up to 2.4 million tons of potash, potentially supplying approximately 20% of Brazil's current potash demand [3]. - The production will be sold domestically to reduce reliance on imports and mitigate approximately 1.4 million tons per year of greenhouse gas emissions [3]. Project Achievements - The company has successfully obtained key licenses for the construction of the Autazes Project and achieved over 90% support from the Mura indigenous community for the project [2]. - Brazil Potash plans to transport the potash primarily using low-cost river barges in partnership with Amaggi, a major agricultural operator in Brazil [3].

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]