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Brazil Potash Corp(GRO) - 2025 Q2 - Quarterly Report

Condensed Interim Consolidated Statements of Financial Position This section details the Company's financial position, showing changes in assets, liabilities, and equity as of June 30, 2025 Financial Position Overview 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, 20253 - Exploration and evaluation assets increased by approximately 13.5% from $118,785,555 at December 31, 2024, to $134,794,419 at June 30, 20253 Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss This section presents the Company's financial performance, including loss and comprehensive loss, for the six months ended June 30, 2025 Loss and Comprehensive Loss Analysis The Company experienced a significant increase in loss for the period and total comprehensive loss for the six months ended June 30, 2025, compared to the same period in 2024, primarily driven by higher operating expenses, especially share-based compensation Loss and Comprehensive Loss Summary ($) | 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 20255 - 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 loss5 Condensed Interim Consolidated Statement of Changes in Equity This section outlines changes in the Company's equity components for the six months ended June 30, 2025 Equity Changes Overview 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 vesting7 - The accumulated deficit grew by $33,234,290, from $(158,573,664) to $(191,807,954), reflecting the loss for the period7 Condensed Interim Consolidated Statements of Cash Flows This section details the Company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 Cash Flow Analysis For the six months ended June 30, 2025, the Company experienced a significant net decrease in cash and cash equivalents, primarily due to increased cash used in operating and investing activities, particularly for exploration and evaluation assets Cash Flow Activities ($) | 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 20259 - Net cash from financing activities shifted from an inflow of $2,140,000 in H1 2024 to an outflow of $(25,989) in H1 2025, mainly due to reduced option and warrant exercises and principal reduction in lease liability9 Notes to the Condensed Interim Consolidated Financial Statements These notes provide detailed explanations and disclosures supporting the condensed interim consolidated financial statements 1. Reporting Entity and Going Concern Brazil Potash Corp. is engaged in potash exploration and development in Brazil, with its Autazes Project having secured all 21 Installation Licenses as of August 2024. However, the Company's ability to continue as a going concern is dependent on securing adequate financing due to ongoing operating losses and significant accumulated deficit - The Company's principal activity is the exploration and development of potash properties in Brazil, specifically the Autazes Project11 - As of August 2024, the Company has received all 21 Installation Licenses required for the construction of the Autazes Project16 Financial Metrics Related to Going Concern ($) | 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 levels19 2. Basis of Preparation 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 Reporting22 - 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 performance26 - 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 requirements27 Statement of Compliance%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, 20252224 Material Accounting Policies%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, 202424 Recent Accounting Pronouncements Not Yet Adopted 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 information26 - 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 requirements27 3. Amounts Receivable 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 $470,651 at June 30, 202529 4. Property and Equipment The net book value of property and equipment increased slightly from January 1, 2025, to June 30, 2025, primarily due to foreign exchange effects on cost and depreciation, with minor additions and disposals Property and Equipment Net Book Value ($) | 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, 202530 - The effect of foreign exchange contributed $121,495 to the cost and $14,901 to depreciation for the six months ended June 30, 202530 5. Leases The Company leases 15 rural properties for its potash project, recognizing a right-of-use asset and a lease liability. For the six months ended June 30, 2025, lease liabilities increased, and finance costs related to leases were capitalized to exploration and evaluation assets - The Company leases 15 rural properties (approx. 4.2 square miles) for dry stacked tailings piles, with a right of first refusal to purchase32 Lease Liabilities and Right-of-Use Asset ($) | 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, $44,392 in interest expense related to lease liabilities was capitalized to exploration and evaluation assets33 6. Exploration and Evaluation Assets Exploration and evaluation assets significantly increased during the six months ended June 30, 2025, primarily due to site operations, environmental, construction, consulting, and technical costs, as well as share-based compensation and foreign exchange effects Exploration and Evaluation Assets ($) | 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, 202536 - Site operations, environmental, construction, consulting, and technical costs were the largest component of additions, totaling $5,040,61436 7. Trade Payables and Accrued Liabilities Trade payables and accrued liabilities saw a slight increase from December 31, 2024, to June 30, 2025, with trade payables increasing significantly while accruals decreased Trade Payables and Accrued Liabilities ($) | 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 $715,51838 8. Share Capital 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 value39 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 amounts40 - During H1 2025, 215,852 common shares were issued for $375,000 as consideration for an equity line of credit with Alumni Capital LP42 Authorized Share Capital%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 value39 Issued Share Capital%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 $40,00041 - In 2024, the Company closed an IPO of 2,000,000 common shares at $15.00 per share, generating $30,000,000 gross proceeds43 9. Share-Based Payments The share-based payments reserve significantly increased during the six months ended June 30, 2025, primarily due to the vesting of Restricted Share Units (RSUs) and Deferred Share Units (DSUs), reflecting ongoing compensation to directors, officers, and consultants Share-Based Payments Reserve ($) | 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, 202545 - 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 loss77 Option Plan%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 years46 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 $16.0050 Deferred Share Units Plan ("DSU")%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 capital51 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 Restricted Share Units Plan ("RSU")%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 settlement67 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 assets77 10. Warrants and Warrant Liability 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 rates82 Warrants Outstanding 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 | $8.33 (average) | | Warrant Liability Warrants with variable terms are financial liabilities, with fair value significantly decreasing due to market changes - Warrants with variable exercise price or number of shares delivered are accounted for as financial liabilities, with changes in fair value recorded in the statements of loss80 Warrant Liability Fair Value ($) | 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, 202482 Warrants - Equity 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 $1,614,7508384 11. Financial Risk Management Objectives and Policies 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 operations85 - The Company does not engage in derivative transactions to manage risk86 - Credit risk is considered minimal as cash and cash equivalents are held with high credit quality financial institutions87 - Liquidity risk is managed by ensuring sufficient cash ($8,546,279 at June 30, 2025) to meet current liabilities ($3,171,609)88 - Foreign currency risk arises from fluctuations in Canadian dollar and Brazilian Reais exchange rates against the US dollar, which could materially impact financial results91 Credit Risk 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 institutions87 Liquidity Risk 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 liquidity88 Market Risk 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 values89 Interest Rate Risk%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 institutions90 Foreign Currency Risk%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 condition91 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 $4,057,000 increase or decrease in other comprehensive loss93 Capital Management%20Capital%20management) The Company manages capital to ensure going concern status and fund exploration, with no current dividend policy - The Company manages its capital (shareholders' equity, cash, short-term investments) to ensure going concern status and fund exploration/development94 - Capital structure adjustments may involve issuing new shares, acquiring/disposing of assets, and adjusting cash levels; there is no dividend policy95 12. Related Party Disclosures Key management personnel compensation, including share-based payments, significantly increased for the six months ended June 30, 2025. The Company also has minor trade payables and prepaid expenses with related parties Key Management Personnel Compensation ($) | 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 payments96 - As of June 30, 2025, trade payables and accrued liabilities included $16,565 owing to directors and officers for consulting and directors fees99 Key Management Personnel Compensation%20Key%20management%20personnel%20compensation) Key management compensation, especially share-based payments, significantly increased for H1 2025 Key Management Personnel Compensation ($) | 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 granted98 Transactions with Other Related Parties%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, 202599 - Prepaid expenses included $79,783 advanced to Tali Flying LP, a company with a former common director100 13. Commitments and Contingencies 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 termination102 - The Company has been involved in lawsuits challenging its environmental and construction licenses since 2016, with the outcome of recent counterclaims not yet determinable103 - 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 $1,000,000104 14. Subsequent Events 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 Capital106 - 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 period106 - On July 16, 2025, an additional 500,000 common shares were issued for $702,500 under the ELOC108