Brazil Potash Corp 6-K, filed Nov 12, 2025
Brazil Potash Corp. (GRO)
About this 6-K
Brazil Potash Corp filed this 6-K on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-42423
BRAZIL POTASH CORP.
(Translation of registrant’s name into English)
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Tel: +1 (416) 309-2963
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F. ☒ Form 20-F ☐ Form 40-F
EXHIBIT INDEX
Exhibit No. |
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Description |
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|
|
99.1 |
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99.2 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Brazil Potash Corp.
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||
Date: November 12, 2025 |
By: |
/s/ Matthew Simpson |
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Name: |
Matthew Simpson |
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Title: |
Chief Executive Officer |
Exhibit 99.1
Brazil Potash Corp.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 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)
As at: |
|
September 30, |
|
|
Year ended December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
9,336,850 |
|
|
$ |
18,861,029 |
|
Amounts receivable (Note 3) |
|
|
316,864 |
|
|
|
594,940 |
|
Prepaid expenses |
|
|
324,204 |
|
|
|
1,494,483 |
|
Total current assets |
|
|
9,977,918 |
|
|
|
20,950,452 |
|
Non-current |
|
|
|
|
|
|
||
Property and equipment (Note 4) |
|
|
919,081 |
|
|
|
791,597 |
|
Right of use asset (Note 5) |
|
|
557,501 |
|
|
|
527,862 |
|
Exploration and evaluation assets (Note 6) |
|
|
140,196,244 |
|
|
|
118,785,555 |
|
Total assets |
|
$ |
151,650,744 |
|
|
$ |
141,055,466 |
|
LIABILITIES |
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
||
Trade payables and accrued liabilities (Notes 7, 12) |
|
$ |
1,601,083 |
|
|
$ |
3,016,988 |
|
Current portion of lease liability (Note 5) |
|
|
97,728 |
|
|
$ |
70,305 |
|
Total current liabilities |
|
|
1,698,811 |
|
|
|
3,087,293 |
|
Non-current |
|
|
|
|
|
|
||
Lease liability (Note 5) |
|
$ |
557,717 |
|
|
$ |
535,300 |
|
Warrant liability (Note 10) |
|
|
3,300 |
|
|
|
132,200 |
|
Deferred income tax liability |
|
|
2,331,078 |
|
|
|
1,880,387 |
|
Total liabilities |
|
|
4,590,906 |
|
|
|
5,635,180 |
|
Equity |
|
|
|
|
|
|
||
Share capital (Note 8) |
|
|
310,704,304 |
|
|
|
281,296,133 |
|
Share-based payments reserve (Note 9) |
|
|
98,821,539 |
|
|
|
93,515,510 |
|
Warrants reserve (Note 10) |
|
|
543,601 |
|
|
|
543,601 |
|
Accumulated other comprehensive loss |
|
|
(71,355,392 |
) |
|
|
(81,361,294 |
) |
Deficit |
|
|
(191,654,214 |
) |
|
|
(158,573,664 |
) |
Total equity |
|
|
147,059,838 |
|
|
|
135,420,286 |
|
Total liabilities and equity |
|
$ |
151,650,744 |
|
|
$ |
141,055,466 |
|
Reporting entity and going concern (Note 1)
Commitments and contingencies (Note 13)
Subsequent event (Note 14)
Approved by the Board of Directors on November 12, 2025
“MAYO SCHMIDT”, Director
“DEBORAH BATTISTON”, Director
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
(Expressed in U.S. dollars)
(Unaudited)
|
|
Three months ended |
|
|
Three months ended |
|
|
Nine months ended |
|
|
Nine months ended |
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||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consulting and management fees (Note 12) |
|
$ |
1,257,384 |
|
|
$ |
548,700 |
|
|
$ |
3,909,639 |
|
|
$ |
1,792,984 |
|
Professional fees |
|
|
40,035 |
|
|
|
383,328 |
|
|
|
680,526 |
|
|
|
1,206,431 |
|
Share-based compensation (Notes 9, 12) |
|
|
9,721,724 |
|
|
|
10,847,847 |
|
|
|
36,336,555 |
|
|
|
20,744,083 |
|
Travel expenses (Note 12) |
|
|
46,299 |
|
|
|
67,002 |
|
|
|
388,406 |
|
|
|
332,543 |
|
General office expenses |
|
|
350,379 |
|
|
|
37,014 |
|
|
|
1,065,254 |
|
|
|
106,750 |
|
Foreign exchange (gain) |
|
|
5,218 |
|
|
|
12,492 |
|
|
|
(27,883 |
) |
|
|
7,268 |
|
Communications and promotions |
|
|
564,040 |
|
|
|
286,309 |
|
|
|
2,833,705 |
|
|
|
707,004 |
|
Operating Loss |
|
|
11,985,079 |
|
|
|
12,182,692 |
|
|
|
45,186,202 |
|
|
|
24,897,063 |
|
Finance costs (Note 8(b)) |
|
|
— |
|
|
|
— |
|
|
|
375,000 |
|
|
|
— |
|
Finance income |
|
|
(81,898 |
) |
|
|
(4,527 |
) |
|
|
(388,002 |
) |
|
|
(14,142 |
) |
Change in fair value of warrant liability (Note 10) |
|
|
2,400 |
|
|
|
— |
|
|
|
(128,900 |
) |
|
|
— |
|
Gain on sale of fixed assets |
|
|
— |
|
|
|
— |
|
|
|
(6,078 |
) |
|
|
— |
|
Loss for the year before income taxes |
|
|
11,905,581 |
|
|
|
12,178,165 |
|
|
|
45,038,222 |
|
|
|
24,882,921 |
|
Deferred income tax provision |
|
|
31,791 |
|
|
|
34,504 |
|
|
|
133,440 |
|
|
|
90,962 |
|
Loss for the year after income taxes |
|
$ |
11,937,372 |
|
|
$ |
12,212,669 |
|
|
$ |
45,171,662 |
|
|
$ |
24,973,883 |
|
Other comprehensive loss (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Items that subsequently may be reclassified into net income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation |
|
|
(1,882,918 |
) |
|
|
(1,296,016 |
) |
|
|
(10,005,902 |
) |
|
|
7,986,203 |
|
Total comprehensive loss for the period |
|
$ |
10,054,454 |
|
|
$ |
10,916,653 |
|
|
$ |
35,165,760 |
|
|
$ |
32,960,086 |
|
Basic and diluted loss per share |
|
$ |
0.29 |
|
|
$ |
0.34 |
|
|
$ |
1.14 |
|
|
$ |
0.70 |
|
Weighted average number of common shares outstanding—basic and diluted |
|
|
41,618,719 |
|
|
|
36,102,936 |
|
|
|
39,501,931 |
|
|
|
35,807,853 |
|
See accompanying notes to the condensed interim consolidated financial statements.
Page 3
Brazil Potash Corp.
Condensed Interim Consolidated Statement of Changes in Equity
(Expressed in U.S. dollars)
(Unaudited)
|
|
Common Shares |
|
|
Warrants |
|
|
Share-based |
|
|
Accumulated |
|
|
Accumulated |
|
|
Shareholders’ |
|
||||||||||
|
|
# |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Balance, December 31, 2023 |
|
|
35,586,301 |
|
|
|
242,487,728 |
|
|
|
604,000 |
|
|
|
64,280,247 |
|
|
|
(65,419,483 |
) |
|
|
(112,731,831 |
) |
|
|
129,220,661 |
|
Deferred share units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,108,561 |
|
|
|
— |
|
|
|
— |
|
|
|
10,108,561 |
|
Deferred share units exercised (Notes 8 and 9(b)) |
|
|
168,750 |
|
|
|
2,650,000 |
|
|
|
— |
|
|
|
(2,650,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted share units (Note 9(c)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,104,110 |
|
|
|
— |
|
|
|
— |
|
|
|
9,104,110 |
|
Option vesting (Note 9(a)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,970 |
|
|
|
— |
|
|
|
— |
|
|
|
2,970 |
|
Option exercise (Note 9(a) |
|
|
354,166 |
|
|
|
4,392,503 |
|
|
|
— |
|
|
|
(2,875,003 |
) |
|
|
— |
|
|
|
— |
|
|
|
1,517,500 |
|
Option expiry (Note 8(a)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(566,620 |
) |
|
|
— |
|
|
|
566,620 |
|
|
|
— |
|
Warrants issued (Note 9) |
|
|
— |
|
|
|
— |
|
|
|
459,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
459,500 |
|
Warrant exercise (Note 10) |
|
|
93,750 |
|
|
|
1,959,500 |
|
|
|
(459,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,500,000 |
|
Loss and comprehensive loss for the period |
|
- |
|
|
|
— |
|
|
|
— |
|
|
- |
|
|
|
(7,986,203 |
) |
|
|
(24,973,883 |
) |
|
|
(32,960,086 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, September 30, 2024 |
|
|
36,202,967 |
|
|
|
251,489,731 |
|
|
|
604,000 |
|
|
|
77,404,265 |
|
|
|
(73,405,686 |
) |
|
|
(137,139,094 |
) |
|
|
118,953,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, December 31, 2024 |
|
|
38,403,737 |
|
|
|
281,296,133 |
|
|
|
543,601 |
|
|
|
93,515,510 |
|
|
|
(81,361,294 |
) |
|
|
(158,573,664 |
) |
|
|
135,420,286 |
|
Deferred share units (Note 9(b)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,078,985 |
|
|
|
— |
|
|
|
— |
|
|
|
2,078,985 |
|
Deferred share units exercised (Notes 8 and 9(b)) |
|
|
900,000 |
|
|
|
14,467,160 |
|
|
|
— |
|
|
|
(14,467,160 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted share units (Note 9(c)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38,311,827 |
|
|
|
— |
|
|
|
— |
|
|
|
38,311,827 |
|
Restricted share units exercised (Notes 8 and 9(b)) |
|
|
575,000 |
|
|
|
8,446,000 |
|
|
|
— |
|
|
|
(8,446,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Option exercise (Note 9(a) |
|
|
10,000 |
|
|
|
120,511 |
|
|
|
— |
|
|
|
(80,511 |
) |
|
|
— |
|
|
|
— |
|
|
|
40,000 |
|
Option expiry (Note 8(a)) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,091,112 |
) |
|
|
|
|
|
12,091,112 |
|
|
|
— |
|
|
Common shares purchased under equity line of credit, net of issuance costs (Note 8) |
|
|
3,750,000 |
|
|
|
5,999,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,999,500 |
|
Common shares issued for equity line of credit (Note 8) |
|
|
215,852 |
|
|
|
375,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
375,000 |
|
Loss and comprehensive income for the period |
|
- |
|
|
|
— |
|
|
|
— |
|
|
- |
|
|
|
10,005,902 |
|
|
|
(45,171,662 |
) |
|
|
(35,165,760 |
) |
||
Balance, September 30, 2025 |
|
|
43,854,589 |
|
|
|
310,704,304 |
|
|
|
543,601 |
|
|
|
98,821,539 |
|
|
|
(71,355,392 |
) |
|
|
(191,654,214 |
) |
|
|
147,059,838 |
|
See accompanying notes to the condensed interim consolidated financial statements.
Page 4
Brazil Potash Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
|
|
Nine months ended |
|
|
Nine months ended |
|
||
|
|
$ |
|
|
$ |
|
||
CASH FLOWS FROM |
|
|
|
|
|
|
||
OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Loss for the period |
|
|
(45,171,662 |
) |
|
|
(24,973,883 |
) |
Adjustment for: |
|
|
|
|
|
|
||
Finance costs |
|
|
375,000 |
|
|
|
— |
|
Finance income |
|
|
(388,002 |
) |
|
|
(14,142 |
) |
Share-based compensation |
|
|
36,336,555 |
|
|
|
20,744,083 |
|
Change in fair value of warrant liability |
|
|
(128,900 |
) |
|
|
— |
|
Gain on sale of fixed assets |
|
|
(6,078 |
) |
|
|
|
|
Deferred income tax provision |
|
|
133,440 |
|
|
|
90,962 |
|
|
|
|
(8,849,647 |
) |
|
|
(4,152,980 |
) |
Change in amounts receivable |
|
|
280,823 |
|
|
|
(47,465 |
) |
Change in prepaid expenses |
|
|
1,171,506 |
|
|
|
36,671 |
|
Change in trade payables and accrued liabilities |
|
|
(1,451,137 |
) |
|
|
3,367,937 |
|
Net cash used in operating activities |
|
|
(8,848,455 |
) |
|
|
(795,837 |
) |
CASH FLOWS FROM |
|
|
|
|
|
|
||
FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Purchase of shares under ELOC, net of issuance costs |
|
|
5,999,500 |
|
|
|
— |
|
Option exercise |
|
|
40,000 |
|
|
|
1,517,500 |
|
Warrant exercise |
|
|
— |
|
|
|
1,500,000 |
|
Principal reduction in lease liability |
|
|
(147,975 |
) |
|
|
— |
|
Net cash from financing activities |
|
|
5,891,525 |
|
|
|
3,017,500 |
|
CASH FLOWS FROM |
|
|
|
|
|
|
||
INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Acquisition of property and equipment |
|
|
(1,244 |
) |
|
|
(5,033 |
) |
Exploration and evaluation assets |
|
|
(7,023,820 |
) |
|
|
(3,353,325 |
) |
Finance income |
|
|
388,002 |
|
|
|
14,142 |
|
Proceeds from disposition of fixed assets |
|
|
6,078 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(6,630,984 |
) |
|
|
(3,344,216 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
63,735 |
|
|
|
(76,510 |
) |
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(9,524,179 |
) |
|
|
(1,199,063 |
) |
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
18,861,029 |
|
|
|
2,450,239 |
|
CASH AND CASH EQUIVALENTS, end of period |
|
|
9,336,850 |
|
|
|
1,251,176 |
|
SUPPLEMENTAL INFORMATION: |
|
|
|
|
|
|
||
Depreciation of assets capitalized to exploration and evaluation assets |
|
|
93,552 |
|
|
|
3,629 |
|
Share-based compensation (recovery) included in exploration and evaluation assets |
|
|
4,054,257 |
|
|
|
(1,068,942 |
) |
Amendment to right of use asset and lease liability |
|
|
40,973 |
|
|
|
— |
|
Lease finance interest capitalized to exploration and evaluation assets |
|
|
65,078 |
|
|
|
— |
|
See accompanying notes to the condensed interim consolidated financial statements.
Page 5
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
Brazil Potash Corp. (the “Company”) was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation on October 10, 2006. The Company remained inactive until June 16, 2009. On June 18, 2009, the Company’s subsidiary Potassio do Brasil Ltda. (the “Subsidiary”) was incorporated. On November 27, 2024, the Company commenced trading on the New York Stock Exchange America (the “NYSE”) under the symbol “GRO”. The principal activity of Brazil Potash Corp. is the exploration and development of potash properties in Brazil. The Company’s head office is located at 198 Davenport Road, Toronto, Ontario, M5R 1J2, Canada.
The condensed interim consolidated financial statements include the financial statements of the Company and its subsidiary that is listed in the following table:
|
|
|
|
% Ownership |
|
|||||
|
|
Country of |
|
September 30, |
|
|
December 31, 2024 |
|
||
Potassio do Brasil Ltda. |
|
Brazil |
|
|
100 |
% |
|
|
100 |
% |
The Company received its Preliminary Social and Environmental License (the “LP”) for its potash mining project in Brazil (the “Autazes Project”) from the Amazonas Environmental Protection Institute (“IPAAM”) in July 2015 based on submission of a full Environmental and Social Impact Assessment prepared by the Company and its consultant Golder Associates Inc. (“Golder”) in January 2015. Prior to receiving the LP, the Company and Golder participated in public hearings and conducted several rounds of consultations with local indigenous communities near the Autazes Project in accordance with the guidelines and requirements established by Fundação Nacional do Índio (“FUNAI”). Despite this work, the Brazil Federal Public Ministry opened a civil investigation in December 2016 that questioned the validity of the Company’s LP based on a motion from a non-governmental organization that the Company’s consultations with indigenous communities were not conducted in compliance with International Labour Organization Convention 169, as Brazil is a signatory to this international convention. As a result of the foregoing investigation, in March 2017, the Company agreed with the court overseeing such investigation, the Brazil Federal Public Ministry, the Brazilian Amazonas Environmental Protection Institute, the Brazilian National Mineral Agency, FUNAI, and representatives of the Mura indigenous people (who make up the over 40 indigenous communities and tribes near the Autazes Project) to suspend its LP and to conduct additional consultations with the local Mura indigenous communities near the Autazes Project in accordance with International Labour Organization 169 (the “March 2017 Suspension Agreement”).
On September 25, 2023, the Mura indigenous people completed free and informed consultations following United Nations International Labour Organization Convention 169 protocols with over 90% voting in support, based on 94% of the invited tribe’s participating, to permit and construct the Project.
On August 25, 2023, the Company submitted to the Brazilian Amazonas Environmental Protection Institute (IPAAM) an application for the Installation License to ensure that the Company moved to the next stage of our permitting process, prior to the expiration of our Preliminary Environmental License on August 31, 2023 in accordance with its terms. On October 17, 2023, the Appellate Court accepted the new action from the Attorney General of the State of Amazonas and granted an injunction to suspend the Subsequent Lower Court Decision, therefore reinstating the environmental licensing and allowing licensing to proceed, as well as clarifying that the Brazilian Amazonas Environmental Protection Institute has jurisdiction over issuing the Company’s licenses.
As of August 2024, the Company has received from the Brazilian Amazonas Environmental Protection Institute all of the 21 Installation Licenses required for the construction of the Autazes Project.
Page 6
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
Going Concern
The preparation of the condensed interim consolidated financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern concept is dependent on financing being available for the continuing working capital requirements of the Company and for the development of the Company's projects.
The Company incurred a loss of $45,171,662 for the nine months ended September 30, 2025 ($24,973,883 for the nine months ended September 30, 2024) and as at September 30, 2025 had an accumulated deficit of $191,654,214 (December 31, 2024 - $158,573,664) and working capital of $8,279,107 as at September 30, 2025 (including cash of $9,336,850) (December 31, 2024 – working capital of $17,863,159 (including cash of $18,861,029)).
The Company requires equity capital and/or financing for working capital and exploration and development of its properties as well as to repay its trade payables and current liabilities. As a result of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and financing to repay its current obligations, finance its exploration and development activities, and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will obtain the necessary financing in order to finance its exploration and development activities or to attain profitable levels of operations. Management has previously been successful in raising the necessary funding to continue operations in the normal course of operations and during the year ended December 31, 2024, closed an initial public offering (the “IPO”) and commenced trading on the NYSE. Additionally, subsequent to September 30, 2025, the Company closed a private placement financing (see Note 14).
However, there is no assurance, that the Company will continue to be successful in closing the offering of shares, be successful in raising sufficient financing, or achieve profitable operations, to fund its operating expenses, or the future exploration and development of its properties. This raises substantial doubt about the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments to the carrying amount, or classification of assets and liabilities, if the Company was unable to continue as a going concern. These adjustments may be material.
On the basis that additional funding as outlined above has and will be received when required, the directors are satisfied that it is appropriate to continue to prepare the condensed interim consolidated financial statements of the Company on the going concern basis.
The condensed interim consolidated financial statements are in compliance with IAS 34, Interim Financial Reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with IFRS® Accounting Standards (which are referred to as “IFRS”), as issued by the International Accounting Standards Board (“IASB®”), have been omitted or condensed. These condensed interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2024.
The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on November 12, 2025.
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, except as noted below.
Page 7
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
Recent accounting pronouncements not yet adopted
Certain pronouncements were issued by the IASB or the International Financial Reporting Interpretations Committee that are mandatory for accounting periods commencing on or after January 1, 2026. Many are not applicable or do not have a significant impact to the Company and have been excluded.
IAS 18 - Presentation and Disclosure of Financial Statement: In April 2024, the IASB issued the new standard IFRS 18 - Presentation and Disclosure of Financial Statements. This standard aims to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1 - Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts to ensure that all information complies with the standard.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures: In May 2024, the International Accounting Standards Board (IASB) issued narrow scope amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments. The amendments were incorporated into Part I of the CPA Canada Handbook - Accounting in October 2024. The amendments provide clarification that a financial liability is derecognized on the ‘settlement date’, i.e., the date on which the liability is extinguished as the obligation specified in the contract is discharged or cancelled or expired and provide an accounting policy option to derecognize a financial liability that is settled in cash using an electronic payment system before the settlement date if specified criteria are met. An entity that elects to apply this derecognition option shall apply it to all settlements made through the same electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets with contingent features, including environmental, social and corporate governance (ESG) linked features and clarify that, for a financial asset to have ‘non-recourse’ features, the entity’s ultimate right to receive cash flows must be contractually limited to the cash flows generated by specified assets. The amendments also include factors that an entity should consider when assessing the cash flows underlying a financial asset with non-recourse features (the ‘look through’ test), clarify the characteristics of the contractually linked instruments that distinguish them from other transactions; and add new disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and financial instruments that have certain contingent features. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. The amendments are to be applied retrospectively. In applying the amendments, an entity is not required to restate comparative periods. The Company is assessing the impacts to ensure that all information complies with the standard.
|
|
September 30, |
|
|
December 31, |
|
||
HST |
|
$ |
270,044 |
|
|
$ |
586,554 |
|
Other receivables |
|
|
46,820 |
|
|
|
8,386 |
|
Total amounts receivable |
|
$ |
316,864 |
|
|
$ |
594,940 |
|
Page 8
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
|
|
Vehicles |
|
|
Office |
|
|
Furniture |
|
|
Land |
|
|
Total |
|
|||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2025 |
|
$ |
41,310 |
|
|
$ |
77,841 |
|
|
$ |
15,078 |
|
|
$ |
772,166 |
|
|
$ |
906,395 |
|
Additions |
|
|
— |
|
|
|
1,221 |
|
|
|
— |
|
|
|
— |
|
|
|
1,221 |
|
Disposals |
|
|
(11,260 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,260 |
) |
Effect of foreign exchange |
|
|
5,854 |
|
|
|
12,890 |
|
|
|
2,385 |
|
|
|
126,858 |
|
|
|
147,987 |
|
At September 30, 2025 |
|
$ |
35,904 |
|
|
$ |
91,952 |
|
|
$ |
17,463 |
|
|
$ |
899,024 |
|
|
$ |
1,044,343 |
|
Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2025 |
|
$ |
41,039 |
|
|
$ |
64,471 |
|
|
$ |
9,288 |
|
|
$ |
— |
|
|
$ |
114,798 |
|
Effect of foreign exchange |
|
|
5,809 |
|
|
|
10,799 |
|
|
|
1,455 |
|
|
|
— |
|
|
|
18,063 |
|
Disposals |
|
|
(11,260 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,260 |
) |
Depreciation charge for the period |
|
|
— |
|
|
|
3,322 |
|
|
|
339 |
|
|
|
— |
|
|
|
3,661 |
|
At September 30, 2025 |
|
$ |
35,588 |
|
|
$ |
78,592 |
|
|
$ |
11,082 |
|
|
$ |
— |
|
|
$ |
125,262 |
|
Net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At September 30, 2025 |
|
$ |
316 |
|
|
$ |
13,360 |
|
|
$ |
6,381 |
|
|
$ |
899,024 |
|
|
$ |
919,081 |
|
At January 1, 2025 |
|
$ |
271 |
|
|
$ |
13,370 |
|
|
$ |
5,790 |
|
|
$ |
772,166 |
|
|
$ |
791,597 |
|
|
|
Vehicles |
|
|
Office |
|
|
Furniture |
|
|
Land |
|
|
Total |
|
|||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2024 |
|
$ |
52,839 |
|
|
$ |
94,715 |
|
|
$ |
18,138 |
|
|
$ |
987,671 |
|
|
$ |
1,153,363 |
|
Additions |
|
|
— |
|
|
|
4,355 |
|
|
|
890 |
|
|
|
— |
|
|
|
5,245 |
|
Effect of foreign exchange |
|
|
(11,529 |
) |
|
|
(21,229 |
) |
|
|
(3,950 |
) |
|
|
(215,505 |
) |
|
|
(252,213 |
) |
At December 31, 2024 |
|
$ |
41,310 |
|
|
$ |
77,841 |
|
|
$ |
15,078 |
|
|
$ |
772,166 |
|
|
$ |
906,395 |
|
Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2024 |
|
$ |
52,491 |
|
|
$ |
77,638 |
|
|
$ |
11,202 |
|
|
$ |
— |
|
|
$ |
141,331 |
|
Effect of foreign exchange |
|
|
(11,452 |
) |
|
|
(17,501 |
) |
|
|
(2,383 |
) |
|
|
— |
|
|
|
(31,336 |
) |
Depreciation charge for the year |
|
|
— |
|
|
|
4,334 |
|
|
|
469 |
|
|
|
— |
|
|
|
4,803 |
|
At December 31, 2024 |
|
$ |
41,039 |
|
|
$ |
64,471 |
|
|
$ |
9,288 |
|
|
$ |
— |
|
|
$ |
114,798 |
|
Net book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2024 |
|
$ |
271 |
|
|
$ |
13,370 |
|
|
$ |
5,790 |
|
|
$ |
772,166 |
|
|
$ |
791,597 |
|
At January 1, 2024 |
|
$ |
348 |
|
|
$ |
17,077 |
|
|
$ |
6,936 |
|
|
$ |
987,671 |
|
|
$ |
1,012,032 |
|
During the year ended December 31, 2024, the Company entered into agreements to lease, for a term of six years, 15 rural properties consisting of a total area of approximately 4.2 square miles, which primarily will be used for the sites of dry stacked tailings piles. Each of these lease agreements also provides the Company with a right of first refusal to purchase the applicable leased property in the event of a sale of such property. The Company recognized a right-of-use asset and a lease liability of $778,479 on inception of the leases.
Page 9
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
|
|
Cost |
|
|
Amortization |
|
|
Balance |
|
|||
Balance, December 31, 2023 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Additions |
|
|
737,506 |
|
|
|
(75,777 |
) |
|
|
661,729 |
|
Effect of foreign exchange |
|
|
— |
|
|
|
(133,867 |
) |
|
|
(133,867 |
) |
At December 31, 2024 |
|
$ |
737,506 |
|
|
$ |
(209,644 |
) |
|
$ |
527,862 |
|
Additions |
|
|
40,973 |
|
|
|
(89,891 |
) |
|
|
(48,918 |
) |
Effect of foreign exchange |
|
|
— |
|
|
|
78,557 |
|
|
|
78,557 |
|
At September 30, 2025 |
|
$ |
778,479 |
|
|
$ |
(220,978 |
) |
|
$ |
557,501 |
|
Lease liabilities are measured at the present value of the lease payments that are not paid at the statement of financial position date. Lease payments are apportioned between interest expenses and a reduction of the lease liability using the Company’s incremental borrowing rate of 12.75% to achieve a constant rate of interest on the remaining balances of the liabilities. For the nine months ended September 30, 2025, the Company recognized $65,078 (nine months ended September 30, 2024 - $nil) in interest expense related to its lease liabilities, capitalized to exploration and evaluation assets.
A reconciliation of the lease liabilities for the nine months ended September 30, 2025 and the year ended December 31, 2024 is as follows:
|
|
September 30, |
|
|
December 31, |
|
||
Balance, beginning of period |
|
$ |
605,605 |
|
|
$ |
— |
|
Acquisition of lease |
|
|
— |
|
|
|
737,506 |
|
Lease amendment |
|
|
40,973 |
|
|
|
— |
|
Cash outflows |
|
|
(147,975 |
) |
|
|
(42,289 |
) |
Finance costs |
|
|
65,078 |
|
|
|
55,795 |
|
Effect of foreign exchange |
|
|
91,764 |
|
|
|
(145,407 |
) |
|
|
|
|
|
|
|
||
Balance, end of period |
|
$ |
655,445 |
|
|
$ |
605,605 |
|
|
|
|
|
|
|
|
||
|
|
September 30, |
|
|
December 31, |
|
||
Lease Liability - current |
|
$ |
97,728 |
|
|
$ |
70,305 |
|
Lease Liability - non-current |
|
|
557,717 |
|
|
|
535,300 |
|
|
|
$ |
655,445 |
|
|
$ |
605,605 |
|
|
|
September 30, 2025 |
|
|
December 31, |
|
||
Balance, beginning of period |
|
$ |
118,785,555 |
|
|
$ |
129,298,494 |
|
Additions: |
|
|
|
|
|
|
||
Mineral rights and land fees |
|
|
12,865 |
|
|
|
30,127 |
|
Site operations, environmental, construction, consulting and technical costs |
|
|
7,169,585 |
|
|
|
4,885,615 |
|
Share-based compensation (Note 9) |
|
|
4,054,257 |
|
|
|
1,682,382 |
|
Proceeds from royalty option agreement* |
|
|
— |
|
|
|
(1,000,000 |
) |
Effect of foreign exchange |
|
|
10,173,982 |
|
|
|
(16,111,063 |
) |
Balance, end of period |
|
$ |
140,196,244 |
|
|
$ |
118,785,555 |
|
* On November 1, 2024, the Company and its Subsidiary entered into an option agreement (see Note 13) and received $1,000,000.
Page 10
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
|
|
September 30, |
|
|
December 31, 2024 |
|
||
Trade payables |
|
$ |
990,002 |
|
|
$ |
1,271,484 |
|
Accruals |
|
|
611,081 |
|
|
|
1,745,504 |
|
Total trade payables and accrued liabilities |
|
$ |
1,601,083 |
|
|
$ |
3,016,988 |
|
Included in trade payables and accrued liabilities are amounts invoiced or accrued, respectively, according to consulting contracts with directors, officers and consultants of the Company (see Note 12).
Unlimited number of common shares without par value.
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||||||||||
|
|
Number of |
|
|
Stated |
|
|
Number of |
|
|
Stated |
|
||||
Common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
|
38,403,737 |
|
|
|
281,296,133 |
|
|
|
35,586,301 |
|
|
|
242,487,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Initial public offering, net of issuance costs |
|
|
— |
|
|
|
— |
|
|
|
2,000,000 |
|
|
|
27,460,805 |
|
DSU exercise (Note 9) |
|
|
900,000 |
|
|
|
14,467,160 |
|
|
|
173,958 |
|
|
|
2,733,328 |
|
RSU exercise (Note 9) |
|
|
575,000 |
|
|
|
8,446,000 |
|
|
|
31,875 |
|
|
|
460,225 |
|
Option exercise (Note 9) |
|
|
10,000 |
|
|
|
120,511 |
|
|
|
489,166 |
|
|
|
6,019,398 |
|
Warrant exercise (Note 10) |
|
|
— |
|
|
|
— |
|
|
|
122,437 |
|
|
|
2,134,649 |
|
Purchase of shares under ELOC, net of issuance costs (Note 8(b)) |
|
|
3,750,000 |
|
|
|
5,999,500 |
|
|
|
— |
|
|
|
— |
|
Issued for equity line of credit |
|
|
215,852 |
|
|
|
375,000 |
|
|
|
— |
|
|
|
— |
|
Balance, end of period |
|
|
43,854,589 |
|
|
|
310,704,304 |
|
|
|
38,403,737 |
|
|
|
281,296,133 |
|
On October 18, 2024, the Company consolidated its common shares on the basis of 4:1. All common shares, options, DSUs, RSUs, warrants and value per share amounts in the condensed interim consolidated financial statements have been updated retrospectively to reflect the share consolidation.
Activity during the nine months ended September 30, 2025
During the nine months ended September 30, 2025, 900,000 DSUs with a grant date fair value of $14,467,160, were exercised.
During the nine months ended September 30, 2025, 575,000 RSUs with a grant date fair value of $8,446,000, were exercised.
During the nine months ended September 30, 2025, 10,000 options with weighted average exercise prices of $4.00, were exercised for gross proceeds of $40,000.
Page 11
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
On May 1, 2025 (the (“Execution Date”), the Company entered into an equity line of credit agreement (the “ELOC”) with Alumni Capital LP (“Alumni Capital”). Under the terms of the ELOC, the Company has the right to sell and Alumni Capital has the obligation to purchase up to $75 million worth of common shares of the Company over a 24 month period at prices based on the market price at the time of each sale to Alumni Capital. The Company, at its sole discretion, controls the timing and amount of the sale of common shares. In consideration for the ELOC’s execution and delivery of the ELOC, the Company agreed to issue to Alumni Capital (i) $375,000 worth of the Company’s Common Shares (the “First Tranche”) which were issued June 20, 2025 (see below) and (ii) $375,000 worth of the Company’s Common Shares issuable within 180 days from the date on which the First Tranche is issued and delivered, in accordance with the terms and subject to the conditions of the ELOC.
During the nine months ended September 30, 2025, the Company issued 3,750,000 common shares of the Company for gross proceeds of $6,064,500 under the terms of the ELOC with Alumni Capital. The Company paid $65,000 in connection with the share issuance.
On June 20, 2025, 215,852 common shares, with a grant date fair value of $375,000, were issued as consideration for the execution and delivery of the ELOC with Alumni Capital. The fair value of the common shares is included in finance costs in the condensed consolidated statements of loss and comprehensive loss.
Activity during the year ended December 31, 2024
On November 29, 2024, the Company closed an initial public offering (the “IPO”) of 2,000,000 of its common shares, at a price of $15.00 per share, for gross proceeds of $30,000,000. In connection with the IPO, the Company paid $2,020,095 in share issue costs and issued 100,000 broker warrants with exercise prices of $19.50. The grant date fair value of the broker warrants of $519,100 was estimated using the using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility based on the historical volatility of comparable companies of 75.01%; risk-free interest rate of 3.23%, a stock price of $15.00 and an expected life of 2 years.
During the year ended December 31, 2024, 173,958 DSUs with a grant date fair value of $2,733,328 and 31,875 RSUs with a grant date fair value of $460,225 were exercised.
During the year ended December 31, 2024, 489,166 options with weighted average exercise prices of $4.21 were exercised for gross proceeds of $2,057,500.
During the year ended December 31, 2024, 122,437 warrants with weighted average exercise prices of $13.19 were exercised for gross proceeds of $1,614,750.
The continuity of share-based payments reserve activity during the periods was as follows:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Balance, beginning of the period |
|
$ |
93,515,510 |
|
|
$ |
64,280,247 |
|
Vesting and forfeiture of options |
|
|
— |
|
|
|
2,970 |
|
Vesting and forfeiture of DSUs |
|
|
2,078,985 |
|
|
|
11,100,686 |
|
Vesting of RSUs |
|
|
38,311,827 |
|
|
|
25,853,678 |
|
DSU exercise |
|
|
(14,467,160 |
) |
|
|
(2,733,328 |
) |
RSU exercise |
|
|
(8,446,000 |
) |
|
|
(460,225 |
) |
Option exercise |
|
|
(80,511 |
) |
|
|
(3,961,898 |
) |
Expired options |
|
|
(12,091,112 |
) |
|
|
(566,620 |
) |
Balance, end of the period |
|
$ |
98,821,539 |
|
|
$ |
93,515,510 |
|
Page 12
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
The Company has an incentive share option plan (“the Plan”) whereby the Company may grant to directors, officers, employees and consultants options to purchase shares of the Company. The Plan provides for the issuance of share options to acquire up to 10% of the Company's issued and outstanding capital at the date of grant. The Plan is a rolling plan, as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding share capital increases. Options granted under the Plan will be for a term not to exceed five years.
The plan provides that it is solely within the discretion of the Board to determine who would receive share options and in what amounts. In no case (calculated at the time of grant) shall the plan result in:
- |
the number of options granted in a twelve-month period to any one consultant exceeding 2% of the issued shares of the Company; |
- |
the aggregate number of options granted in a twelve-month period to any one optionee exceeding 5% of the outstanding shares of the Company; and |
- |
the number of options granted in a twelve-month period to employees and management company employees undertaking investor relations activities exceeding in aggregate 2% of the issued shares of the Company. |
Share option transactions continuity during the periods were as follows (in number of options):
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||
Balance, beginning of period |
|
|
913,125 |
|
|
$ |
10.17 |
|
|
|
1,455,625 |
|
|
$ |
8.34 |
|
Exercised |
|
|
(10,000 |
) |
|
|
4.00 |
|
|
|
(489,166 |
) |
|
|
4.21 |
|
Expired |
|
|
(828,125 |
) |
|
|
9.72 |
|
|
|
(53,334 |
) |
|
|
15.00 |
|
Balance, end of period |
|
|
75,000 |
|
|
$ |
16.00 |
|
|
|
913,125 |
|
|
$ |
10.17 |
|
Activity during the nine months ended September 30, 2025
On January 24, 2025, 10,000 options with exercise prices of $4.00, were exercised for gross proceeds of $40,000. Closing market price of the Company’s shares on the date of exercise was $5.72.
Activity during the year ended December 31, 2024
During the year ended December 31, 2024, 489,166 options with weighted average exercise prices of $4.21, were exercised for gross proceeds of $2,057,500 and 53,334 options with exercise prices of $15.00, expired, unexercised. All option exercises during the year ended December 31, 2024 occurred prior to the closing of the Company’s IPO on November 29, 2024.
At September 30, 2025, outstanding options to acquire common shares of the Company were as follows:
Date of expiry |
|
Options |
|
|
Options |
|
|
Exercise |
|
|||
January 20, 2027 |
|
|
62,500 |
|
|
|
62,500 |
|
|
$ |
16.00 |
|
May 11, 2028 |
|
|
12,500 |
|
|
|
12,500 |
|
|
$ |
16.00 |
|
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
|
|
Page 13
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
The Company has a DSU plan that provides for the grant of DSUs to employees, officers or directors of the Company. The Plan allows the Company the ability to issue one common share from treasury for each DSU held on the date upon which the participant ceases to be a director, officer or employee of the Company. The maximum number of Common Shares available for issuance under the DSU plan may not exceed 10% of the fully diluted issued share capital of the Company at any time.
DSU transactions continuity during the periods were as follows (in number of DSUs):
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||
Balance, beginning of period |
|
|
4,102,083 |
|
|
|
3,552,083 |
|
Exercised |
|
|
(900,000 |
) |
|
|
(173,958 |
) |
Forfeit |
|
|
— |
|
|
|
(82,292 |
) |
Granted |
|
|
299,000 |
|
|
|
806,250 |
|
Balance, end of period |
|
|
3,501,083 |
|
|
|
4,102,083 |
|
Of the 3,501,083 DSUs outstanding, 2,984,417 have vested.
The 1,675,000 DSUs granted during the year ended December 31, 2015 had the following vesting conditions:
Of the 1,675,000 DSUs granted, 141,667 were forfeit, unvested, and 1,116,667 DSUs have vested, of which 166,667 were exercised and 83,333 were cancelled. The remaining 416,666 DSUs, which have the vesting condition (iii) above, were revised such that the vesting condition previously estimated to be met December 2019 was changed to June 30, 2023, then to March 31, 2024, then to March 31, 2025, and then to June 30, 2026, as that is the estimated timeline. The estimated fair value of the DSUs at the date of grant is recognized over the vesting period. During the three and nine months ended September 30, 2025, the Company expensed $6,356 and $18,860, respectively, related to this amortization (three and nine months ended September 30, 2024 – $30,502 and $90,850, respectively) of which, $1,272 and $3,773, respectively (three and nine months ended September 30, 2024 – $6,101 and $18,171, respectively) was capitalized to exploration and evaluation assets, with the remaining $5,084 and $15,087, respectively (three and nine months ended September 30, 2024 - $24,401 and $72,679, respectively) was charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at grant date were valued using an estimated market price of $10.00.
On August 9, 2019, the Company granted 125,000 DSUs. 50,000 DSUs vested immediately, while 37,500 DSU’s would vest when the Company obtained its installation license for the Autazes project estimated to be March 31, 2022 and the final 37,500 DSUs would vest upon the Company initiating project construction estimated to be in July 2022. The expected vesting dates of the DSUs were subsequently revised such that the DSUs expected to vest March 31, 2022 and July 2022 are expected to vest early in 2024 and March 31, 2025, respectively. On March 28, 2024, the 50,000 DSUs that were vested were exercised and the remaining 75,000 DSUs were forfeited, unvested. The fair value of the DSUs at the date of grant is amortized over the vesting period. During the three and nine months ended September 30, 2025, the Company recorded an expense of $nil (three and nine months ended September 30, 2024 – a recovery of $nil and $1,087,113, respectively) capitalized to exploration and evaluation assets. The fair value of the DSUs at the date of grant was valued using an estimated market price of $15.00.
Page 14
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
On February 15, 2022, the Company granted 862,500 DSUs. The DSUs vest in six equal tranches every six months over a three-year term. On August 15, 2022, 506,250 of the DSUs were cancelled, on December 23, 2024, 5,208 of the DSUs were exercised and during the year ended December 31, 2024, 7,292 of the DSUs were forfeited. The fair value of the DSUs is amortized over the vesting period. During the three and nine months ended September 30, 2025, the Company recognized an expense of $nil and $38,468, respectively (three and nine months ended September 30, 2024 - $125,422 and $436,962, respectively) related to this amortization charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00.
On October 11, 2023, the Company granted 87,500 DSUs to consultants of the Company. 25,000 of the DSUs vest in four equal installments over twelve months from the date of grant and 62,500 DSUs vest on October 11, 2024. During the three and nine months ended September 30, 2025, the Company recognized an expense of $nil (three and nine months ended September 30, 2024 – a recovery of $904 and an expense of $961,629, respectively), related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00.
On May 23, 2024, the Company granted 312,500 DSUs to a director and a consultant of the Company. The DSUs vested immediately. On June 14, 2024, 62,500 of the DSUs were exercised. During three and nine months ended September 30, 2025, the Company recognized an expense of $nil (three and nine months ended September 30, 2024 - $nil and $5,000,000, respectively), related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00.
On June 20, 2024, the Company granted 187,500 DSUs to a former director and a consultant of the Company. 125,000 of the DSUs vested immediately. Of the remaining 62,500 DSUs, 12,500 vested immediately and 50,000 vest in 4 equal installments annually from the date of grant. During the three and nine months ended September 30, 2025, the Company recognized an expense of $54,603 and $255,728, respectively (three and nine months ended September 30, 2024 - $105,014 and $2,316,429, respectively) related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00.
On June 28, 2024, the Company granted 56,250 DSUs to a company on which a former director of the Company is the founder and CIO. The DSUs vested immediately. On July 11, 2024, the DSUs were exercised. During the three and nine months ended September 30, 2025, the Company recognized an expense of $nil (three and nine months ended September 30, 2024 - $nil and $900,000, respectively), related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00. On July 11, 2024, the DSUs were exercised.
On August 12, 2024, the Company granted 250,000 DSUs under the Company’s new incentive plan to the Chair of the Company’s advisory board. The DSUs vest in four equal tranches every six months beginning on the date of grant. During the three and nine months ended September 30, 2025, the Company recognized an expense of $267,549 and $1,260,619, respectively (three and nine months ended September 30, 2024 - $1,489,804), related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $15.00.
Page 15
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
On June 5, 2025, the Company granted 299,000 DSUs under the Company’s new incentive plan to an employee and a consultant of the Company. The DSUs vest immediately on the date of grant. During the three and nine months ended September 30, 2025, the Company recognized an expense of $nil and $505,310, respectively (three and nine months ended September 30, 2024 - $nil), related to the estimated fair value of the DSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the DSUs at the date of grant was valued using an estimated market price of $1.69.
During the three and nine months ended September 30, 2025, the total amount related to the vesting of DSUs was an expense of $328,508 and $2,078,985, respectively (three and nine months ended September 30, 2024 – $1,749,838 and $10,108,561, respectively) of which an expense of $1,272 and $3,773, respectively (three and nine months ended September 30, 2024 – an expense of $6,101 and a recovery of $1,068,942, respectively) was charged to capitalized exploration and evaluation assets and an expense of $327,236 and $2,075,212, respectively (three and nine months ended September 30, 2024 - $1,743,737 and $11,177,503, respectively) is included in the condensed interim consolidated statements of loss and other comprehensive loss.
The Incentive Compensation Plan provides for the grant of RSUs to employees, officers or directors of the Company. An award of restricted stock units confers upon a participant the right to Common Shares of the Company at the end of a specified deferral period. An award of restricted stock units carries no voting or other rights associated with share ownership prior to settlement.
RSU transactions continuity during the periods were as follows (in number of RSUs):
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||
Balance, beginning of period |
|
|
4,425,625 |
|
|
|
— |
|
Granted |
|
|
511,000 |
|
|
|
4,457,500 |
|
Exercised |
|
|
(575,000 |
) |
|
|
(31,875 |
) |
Balance, end of period |
|
|
4,361,625 |
|
|
|
4,425,625 |
|
Of the 4,361,625 RSUs outstanding, 565,125 have vested.
On July 1, 2024, the Company granted 3,087,500 restricted share units (“RSUs”) to directors, officers and consultants of the Company. The RSUs vest on the earlier of (i) the lock-up conditions related to an initial public offering lapsing: and (ii) one year from the completion of an initial public offering of the Company. The fair value of the RSUs is amortized over the vesting period. During the three and nine months ended September 30, 2025, the Company recognized an expense of $8,086,804 and $23,996,712, respectively (three and nine months ended September 30, 2024 - $8,954,980) related to the estimated fair value of the RSUs of which an expense of $1,113,163 and $3,303,190, respectively (three and nine months ended September 30, 2024 – $nil) was capitalized to exploration and evaluation assets and an expense of $6,973,641 and $20,693,522, respectively (three and nine months ended September 30, 2024 –$8,954,980) is included in the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using an estimated market price of $15.00.
Page 16
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
On August 12, 2024, the Company granted 87,500 restricted share units (“RSUs”) to consultants of the Company. The RSUs vest on the earlier of (i) the lock-up conditions related to an initial public offering lapsing: and (ii) one year from the completion of an initial public offering of the Company. The fair value of the RSUs is amortized over the vesting period. During the three and nine months ended September 30, 2025, the Company recognized an expense of $251,835 and $747,294, respectively (three and nine months ended September 30, 2024 - $149,130) related to the estimated fair value of the RSUs at the date of grant which was capitalized to exploration and evaluation assets. The fair value of the RSUs at the date of grant was valued using an estimated market price of $15.00.
On October 9, 2024, the Company granted 387,500 RSUs to directors, officers and consultants of the Company. The RSUs vest in four equal tranches every six months, with the first tranche vesting on the date of grant. During the three and nine months ended September 30, 2025, the Company recognized an expense of $610,668 and $2,602,528, respectively (three and nine months ended September 30, 2024 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using an estimated market price of $15.00.
On October 25, 2024, the Company granted 500,000 RSUs to a service provider of the Company. The RSUs vest in four (4) equal quarterly tranches over a twelve (12) month period with the first tranche vesting on the three (3) month anniversary of completion of the Company’s initial public offering and the remaining tranches vesting thereafter. During the three and nine months ended September 30, 2025, the Company recognized an expense of $796,510 and $4,926,044, respectively (three and nine months ended September 30, 2024 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using an estimated market price of $15.00.
On November 7, 2024, the Company granted 275,000 RSUs to consultants of the Company. Of the 275,000 RSUs, 100,000 vested immediately and the remaining 175, 000 vest on the earlier of (i) the lock-up conditions related to an initial public offering lapsing: and (ii) one year from the completion of an initial public offering of the Company. During the three and nine months ended September 30, 2025, the Company recognized an expense of $624,031 and $1,851,744, respectively (three and nine months ended September 30, 2024 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using the market price on the date of grant of $15.00.
On December 4, 2024, the Company granted 120,000 RSUs to consultants of the Company. The RSUs vested immediately. On June 27, 2025, 100,000 RSUs were exercised. During the three and nine months ended September 30, 2025, the Company recognized an expense of $nil (three and nine months ended September 30, 2024 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using the market price on the date of grant of $13.21.
On January 6, 2025, the Company granted 511,000 RSUs to a director and a consultant of the Company. The RSUs vest in four equal quarterly tranches with the first tranche vesting on the date of grant. During the three and nine months ended September 30, 2025, the Company recognized an expense of $389,638 and $4,187,505, respectively (three and nine months ended September 30, 2024 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the condensed interim consolidated statements of loss and other comprehensive loss. The fair value of the RSUs at the date of grant was valued using the market price on the date of grant of $8.24.
During the three and nine months ended September 30, 2025, the total amount related to the vesting of RSUs was an expense of $10,759,486 and $38,311,827, respectively (three and nine months ended September 30, 2024 –$9,104,110) of which $1,364,998 and $4,050,484, respectively (three and nine months ended September 30, 2024 - $nil) was capitalized to exploration and evaluation assets and $9,394,488 and $34,261,343, respectively (three and nine months ended September 30, 2024 – $9,104,110) is included in the condensed interim consolidated statements of loss and other comprehensive loss.
Page 17
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
At September 30, 2025, outstanding warrants to acquire common shares of the Company were as follows:
Number of warrants |
|
|
Exercise |
|
|
Expiry |
||
|
258,188 |
|
|
$ |
4.00 |
|
|
November 27, 2025 |
|
100,000 |
|
|
|
19.50 |
|
|
November 26, 2025 |
|
358,188 |
|
|
$ |
8.33 |
|
|
|
*On September 11, 2009, the Company issued 286,875 broker warrants in connection with a private placement financing, of these 28,687 have been exercised. These warrants are exercisable for up to twelve months from the date the Company begins trading on a public exchange which was November 27, 2024 when the Company began trading on the NYSE under the symbol “GRO”.
Warrant Liability
Warrants with terms that result in the exercise price or number of shares delivered to be variable, are accounted for as financial liabilities in the condensed interim consolidated statements of financial position. The changes in fair value are recorded in the condensed interim consolidated statements of loss for the period.
Warrant liability transactions during the periods were as follows:
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||||||||||||||
|
|
Number of |
|
Weighted |
|
Fair value |
|
|
Number of |
|
Weighted |
|
Fair value |
|
||||||
Balance, beginning of period |
|
|
100,000 |
|
$ |
19.50 |
|
$ |
132,200 |
|
|
|
— |
|
$ |
— |
|
$ |
— |
|
Granted |
|
|
— |
|
|
0.00 |
|
|
0.00 |
|
|
|
100,000 |
|
|
19.50 |
|
|
519,100 |
|
Change in fair value |
|
|
— |
|
|
0.00 |
|
|
(128,900 |
) |
|
|
— |
|
|
— |
|
|
(386,900 |
) |
Balance, end of period |
|
|
100,000 |
|
$ |
19.50 |
|
$ |
3,300 |
|
|
|
100,000 |
|
$ |
19.50 |
|
$ |
132,200 |
|
On November 29, 2024, the Company closed an initial public offering (the “IPO”) of 2,000,000 of its common shares, at a price of $15.00 per share, for gross proceeds of $30,000,000. In connection with the IPO, the Company issued 100,000 broker warrants with exercise prices of $19.50. The warrants may also be exercised, in whole or in part, at the holder’s option by way of a cashless exercise in which the holder is entitled to receive the number of common shares equal to the quotient obtained by dividing the volume weighted average price (“VWAP”) on the preceding trading day minus the exercise price times the number of common shares that would be issued on exercise of the warrant divided by the VWAP. The warrants expire 2 years from the date of grant. The fair value of the warrants of $519,100 on the date of grant was charged to share issuance costs in the consolidated statements of financial position. See Note 8.
As at September 30, 2025, the fair value of the broker warrants of $3,300 (December 31, 2024 - $132,200) was estimated using the using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0% (December 31, 2024 – 0%); expected volatility based on the historical volatility of comparable companies of 85.70% (December 31, 2024 - 76.38%); risk-free interest rate of 2.47% (December 31, 2024 - 2.93%), a stock price of $2.60 (December 31, 2024 - $7.70), based the market price of the Company’s shares on September 30, 2025, and an expected life of 1.2 (December 31, 2024 - 1.9 years).
Page 18
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
Warrants - equity
Warrant transactions during the periods were as follows:
|
|
Nine months ended |
|
|
Year ended December 31, 2024 |
|
||||||||||||||
|
|
Number of |
|
Weighted |
|
Grant date fair value |
|
|
Number of |
|
Weighted |
|
Grant date fair value |
|
||||||
Balance, beginning of period |
|
|
258,188 |
|
$ |
4.00 |
|
$ |
543,601 |
|
|
|
286,875 |
|
$ |
4.00 |
|
$ |
604,000 |
|
Granted |
|
|
— |
|
|
— |
|
|
— |
|
|
|
93,750 |
|
|
16.00 |
|
$ |
459,500 |
|
Change in fair value |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(122,437 |
) |
|
13.19 |
|
$ |
(519,899 |
) |
Balance, end of period |
|
|
258,188 |
|
$ |
4.00 |
|
$ |
543,601 |
|
|
|
258,188 |
|
$ |
4.00 |
|
$ |
543,601 |
|
On May 28, 2024, the Company granted 93,750 warrants of the Company as compensation for services to a company on which a former director of the Company is the founder and CIO. Each warrant was exercisable for one common share of the Company at an exercise price of $16.00 for one year from the date of grant. The fair value of the warrants of $4.901 was estimated using the Black-Scholes option pricing model, with the following weighted average assumptions: a market price of common shares of $16.00, expected dividend yield of 0%, expected volatility of 74.6% based on the historic volatility of comparable companies, risk-free interest rate of 4.36% and an expected life of 1.0 years. During the nine months ended September 30, 2025, the Company expensed $nil (nine months ended September 30, 2024 - $459,500) in share-based compensation in the condensed interim consolidated statements of loss and comprehensive loss related to the fair value of the warrants on the date of grant. On June 18, 2024, the warrants were exercised for gross proceeds of $1,500,000.
During the year ended December 31, 2024, 122,437 warrants with weighted average exercise prices of $13.19 were exercised for gross proceeds of $1,614,750.
Page 19
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
The Company’s financial instruments comprise cash and cash equivalents, other receivables, trade payables and accrued liabilities. The main purpose of these financial instruments is to raise finance to fund operations.
The Company does not enter into any derivative transactions.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets. With respect to credit risk arising from financial assets of the Company, which comprise cash and minimal receivables, the Company’s exposure to credit risk arises from default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. Cash and cash equivalents are held with high credit quality financial institutions. Management believes that the credit risk concentration with respect to these financial instruments is remote.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2025, the Company had a cash and cash equivalents balance of $9,336,850 (December 31, 2024 - $18,861,029) to settle current liabilities of $1,698,811 (December 31, 2024 - $3,087,293).
Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments.
The Company has cash and cash equivalent balances as at September 30, 2025. The Company considers interest rate risk to be minimal as cash is held on deposit at major financial institutions.
Foreign currency risk is created by fluctuations in the fair value or cash flows of financial instruments due to changes in foreign exchange rates and exposure as a result of investment in its foreign subsidiary. The Company’s foreign currency risk arises primarily with respect to the Canadian dollar and Brazilian Reais. Fluctuations in the exchange rates between these currencies and the US dollar could have a material impact on the Company’s business, financial condition and results of operations. The Company does not engage in hedging activity to mitigate this risk.
The following summary illustrates the fluctuations in the exchange rates applied during the nine months ended September 30, 2025:
|
|
Average rate |
|
|
Closing rate |
|
||
CAD |
|
|
0.7098 |
|
|
|
0.7183 |
|
BRL |
|
|
0.1770 |
|
|
|
0.1880 |
|
A $0.01 strengthening or weakening of the US dollar against the Canadian dollar at September 30, 2025 would result in an increase or decrease in operating loss of $921 and an increase or decrease in other comprehensive income of approximately $nil. A $0.01 strengthening or weakening of the US dollar against the Brazilian Real would result in an increase or decrease in operating loss of approximately $nil and an increase or decrease in other comprehensive loss in the condensed interim consolidated statements of loss and other comprehensive loss of approximately $4,091,000.
Page 20
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
The Company manages its capital to ensure that it will be able to continue as a going concern in order to support the ongoing exploration and development of its mineral property in Brazil and to provide sufficient working capital to meet its ongoing obligations.
In the management of capital, the Company includes the components of shareholders’ equity, cash and cash equivalents, as well as short-term investments (if any).
The Company manages its capital structure and makes adjustments to it in accordance with the aforementioned objectives, as well as, in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, acquire or dispose of assets and adjust the amount of cash and cash equivalents and short-term investments. There is no dividend policy. The Company is not subject to any externally imposed capital requirements, nor is its subsidiary in Brazil. There were no changes to the Company’s capital management during the nine months ended September 30, 2025 or the year ended December 31, 2024.
In addition to their contracted fees, directors and executive officers also participate in the Company’s Share option program and DSU and RSU plans. Certain executive officers are subject to a mutual termination notice ranging from one to twelve months. Key management personnel compensation comprised:
|
Three months ended |
|
|
Three months ended |
|
|
Nine months ended |
|
|
Nine months ended |
|
||||
Directors & officers compensation |
$ |
935,068 |
|
|
$ |
399,662 |
|
|
$ |
2,890,670 |
|
|
$ |
1,305,474 |
|
Share-based payments |
|
8,467,233 |
|
|
|
9,396,178 |
|
|
|
29,184,275 |
|
|
|
16,499,403 |
|
|
$ |
9,402,301 |
|
|
$ |
9,795,840 |
|
|
$ |
32,074,945 |
|
|
$ |
17,804,877 |
|
Included in the above amounts, is $750,000 (September 30, 2024 - $434,997) paid or accrued according to a contract for business and operational consulting services with Forbes & Manhattan, Inc. during the nine months ended September 30, 2025 a company for which Mr. Stan Bharti (Former Executive Chairman and Chair of the Advisory Board of the Company) is the Executive Chairman.
During the nine months ended September 30, 2025, the Company recorded an expense of $29,184,275 (nine months ended September 30, 2024 - $16,499,403) in share-based compensation related to the amortization of the estimated fair value of DSUs and RSUs granted to directors and officers of the Company in 2015, 2022, 2023, 2024 and 2025. As at September 30, 2025, 3,175,000 DSUs were granted to officers and directors of the Company of which 2,695,834 have vested, and 479,166 have not yet vested (See Note 9(b)). As of September 30, 2025, 3,500,000 RSUs were granted to officers and directors of the Company, of which 525,000 have vested and 2,975,000 have not yet vested (See Note 9(c)).
As at September 30, 2025, trade payables and accrued liabilities included an amount of $40,326 (December 31, 2024 - $45,706) owing to directors and officers of the Company for consulting and directors fees and $7,331 (December 31, 2024 - $26,121) owing to directors and officers for expense reimbursement.
Page 21
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
During the nine months ended September 30, 2025, the Company recorded an expense of $nil (nine months ended September 30, 2024 - $nil) for travel costs with Tali Flying LP, a company which has a former common director. As at September 30, 2025, trade payables and accrued liabilities included $nil (December 31, 2024 - $nil) owing to Tali Flying LP and prepaid expenses included $nil (December 31, 2024 - $113,893) advanced to Tali Flying LP.
See Note 10 for warrants granted during the year ended December 31, 2024.
These transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
The Company is party to certain management contracts. These contracts require payments of approximately $19,699,000 to directors, officers and consultants of the Company upon the occurrence of a change in control of the Company, as such term is defined by each respective consulting agreement. The Company is also committed to payments upon termination of approximately $9,378,000 pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these condensed interim consolidated financial statements.
The Company has been involved in a number of lawsuits challenging the Company’s environmental and construction license since 2016. The Company has been successful in defending these matters but the outcome of the recent counterclaims is not determinable yet.
On November 1, 2024, the Company and its Subsidiary entered into an option agreement (the “Option Agreement”) with Franco-Nevada Corporation (“Franco Nevada”), pursuant to which, in exchange for the payment by Franco-Nevada to the Company of cash consideration of $1,000,000, Franco-Nevada acquired an option (the “Option”) to purchase a perpetual royalty equal to 4% of the gross revenue from all of the muriate of potash the Company will produce and sell from the Autazes Property (the “Royalty”). The Royalty would also apply to any potash produced and sold from other properties (including after-acquired properties) owned or held by the Subsidiary or any of its affiliates, where such potash is processed using processing facilities related to the Autazes Project. The purchase price for the Royalty (the “Royalty Purchase Price”) will be equal to the amount that would result in the forecasted Royalty revenue yielding Franco-Nevada a 12.5% pre-tax internal rate of return, and will be calculated at the earlier of (i) the time at which Franco-Nevada exercises the Option, and (ii) the beginning of the final 60-day period in which Franco-Nevada is permitted to exercise the Option under the terms of the Option Agreement. The calculation of the forecasted Royalty revenue will be based on forecasted annual production volumes of the Autazes Project, as outlined in the definitive feasibility study for the Autazes Project and analyst long-term consensus prices for potash (cost and freight Brazil). Following the exercise by Franco-Nevada of the Option pursuant to the Option Agreement and subject to the conditions precedent described below, the Royalty Purchase Price will be paid by Franco-Nevada, if and when the Company has obtained full financing of project costs to achieve a minimum rate of potash production at the Autazes Project (as set forth in the Option Agreement), in quarterly installments pro rata with other sources of financing. The Royalty Purchase Price will only be used by the Company to fund costs for the construction and operation of the Autazes Project. Franco- Nevada is not obligated to pay any portion of the Royalty Purchase Price until certain conditions precedent are satisfied or waived, including, among others, (a) the Company’s Subsidary and its affiliates, Franco-Nevada, and each third-party lender providing financing for the Autazes Project entering into an intercreditor agreement; (b) receipt of all necessary regulatory and material third-party approvals and consents for the Autazes Project; and (c) the Subsidiary providing Franco-Nevada evidence of the continued availability of financing for the Autazes Project (including completed equity financings representing at least 30% of the total costs to achieve a minimum rate of potash production at the Autazes Project, as set forth in the Option Agreement). Franco Nevado is also a shareholder of the Company.
Page 22
Brazil Potash Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended September 30, 2025 and 2024
On November 13, 2024, a supplier of the Company filed a statement of claim in the Ontario Superior Court of Justice in the amount of $367,080. As at September 30, 2025, the Company has not recorded this amount in these condensed interim consolidated financial statements as it believes the claim is without merit.
On August 20, 2025, the Company announced the execution of a definitive commercial offtake agreement between its Subsidiary, and Keytrade Fertilizantes Brasil Ltda. ("Keytrade"), the Brazilian subsidiary of Keytrade AG, one of the world's leading fertilizer trading companies. The binding agreement (the “Agreement”) establishes a 10-year take-or-pay commitment for Keytrade to purchase up to ~900,000 tons of potash annually from the Autazes Potash Project. This finalizes the memorandum of understanding announced on January 16, 2025.
On October 17, 2025, the Company announced that it had entered into a private placement financing with certain institutional and accredited investors for the sale of an aggregate of 11,450,000 Common Units and 2,550,000 Pre-Funded Units. Each Common Unit is comprised of one common share of the Company and one common stock purchase warrant to purchase one common share (“Common Warrants”). Each Pre-Funded Unit is comprised of one pre-funded warrant to purchase one common share (“Pre-Funded Warrants”) and one Common Warrant. Each Common Unit has a purchase price of $2.00, and each Pre-Funded Unit has a purchase price of $1.999. The Pre-Funded Warrants will have an exercise price of $0.001 per common share, be immediately exercisable and remain exercisable until exercised in full. The Common Warrants are immediately exercisable at an exercise price of $3.00 per common share and will expire in five years. The Common Shares and Common Warrants forming part of the Common Units and the Pre-Funded Warrants and Common Warrants forming part of the Pre-Funded Units are immediately separable and will be issued separately. On October 20, 2025, the Company closed the sale of 7,450,000 Common Units and 4,550,000 Pre-Funded Units and on October 27, 2025, the Company closed the sale of 2,000,000 Common Units.
Page 23
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Brazil Potash Corp. (the “Company” or “Brazil Potash”) should be read in conjunction with our condensed interim consolidated financial statements and the related notes as of and for the three and nine months ended September 30, 2025 and 2024, and our audited consolidated financial statements and related notes as at and for the year ended December 31, 2024 (collectively, with this MD&A, the “Interim Report”). Our condensed interim consolidated financial statements are prepared in accordance with IFRS® Accounting Standards (which we refer to as “IFRS”) as issued by the International Accounting Standards Board. Our condensed interim consolidated financial statements are compliant and up to date with all new financial accounting standards, as noted per IFRS. This discussion contains forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Item 3.D.—Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission (“SEC”) on March 28, 2025, as amended by that certain Amendment No. 1 to Form 20-F filed with the SEC on April 9, 2025 (our “2024 Annual Report”). See also “Cautionary Note Regarding Forward-Looking Statements” below.
Our condensed interim consolidated financial statements comprise our financial statements and our wholly-owned subsidiary in Brazil, Potássio do Brasil Ltda. Potássio do Brasil Ltda. has been fully consolidated from the date of its formation, being the date on which we obtained control, and will continue to be consolidated until the date that such control ceases. All intra-company balances, income and expenses, and unrealized gains and losses resulting from intra-company transactions are eliminated in full upon consolidation.
This MD&A reports our activities through November 12, 2025, unless otherwise indicated.
Overview
We are a mineral exploration and development company, and our primary mining project is located in the Amazon potash basin near the city of Autazes in the state of Amazonas, Brazil (the “Autazes Project”). Our technical operations are based in Autazes, Amazonas, Brazil and Belo Horizonte, Minas Gerais, Brazil, and our registered corporate office is located at 198 Davenport Road, Toronto, Ontario, Canada. We were incorporated pursuant to the provisions of the Ontario Business Corporation Act (“OBCA”) on October 10, 2006. We have one wholly-owned subsidiary, Potássio do Brasil Ltda., a company organized under the laws of Brazil. We are an exploration and development company and have not yet commenced any mining operations. Our plan of operations for the next few years includes, subject to securing sufficient funds, commencing primary construction of the infrastructure of the Autazes Project.
Once our operations commence, our operating activities will be focused on the extraction and processing of potash ore from the underground mine of the Autazes Project and selling and distributing the processed potash in Brazil. We hold all of the mineral rights for the Autazes Project through our wholly-owned local subsidiary in Brazil, Potássio do Brasil Ltda., and such mineral rights are registered with the Brazilian National Mining Agency. We currently have rights of access to a significant amount of the land planned for the Autazes Project, including all of the land on which our proposed mine shafts, processing plant and port will be constructed. We will only be able to start mining activities after obtaining the Mining Concession, which has not yet been granted. For additional information, see “Item 4.B. Business Overview—Regulatory Overview—Brazilian Mining Regulations” and “Item 4.D. Property, Plant and Equipment—Description of the Autazes Project and the Autazes Property” in our 2024 Annual Report.
The Autazes Project is located within the Amazon potash basin, between the Amazon River and the Madeira River, approximately 75 miles southeast of the city of Manaus, in the municipality of Autazes. Autazes is located in the eastern part of the Amazonas State, Brazil. The Autazes Project is comprised of mineral claims with a cumulative area of approximately 680 square miles in the Amazon potash basin. The mineralization composition of the Amazon Basin is described as sylvinite with layers of halite, anhydrite and others (e.g., kieserite, polyhalite, and others). The Autazes Property contains a sylvinite deposit that is subdivided into three mineralized zones. The top of the sylvinite deposit, being the potash-bearing horizon, was determined to be at a depth between approximately 0.4 – 0.5 miles. The total thickness of the potash-bearing horizon in the explored area of the Autazes Property is between 2.3 – 13.1 feet.
Our primary goal is to win a significant share of the Brazilian potash market and be the sustainable potash supplier-of-choice for Brazilian farmers. We intend to be a significant domestic source of potash fertilizer in Brazil in order to alleviate Brazil’s dependence on imported potash and farmer supply-chain risk, while supporting economic prosperity and agricultural sustainability in Brazil and food security globally. We plan to accomplish this goal by pursuing the following strategies:
1
For more information on our growth strategies, see “Item 4.B. Business Overview—Our Business Objectives and Growth Strategies” in our 2024 Annual Report.
To date, we have spent approximately $272 million in connection with the development and advancement of the Autazes Project, including to fund our exploration and development expenses, and begin construction of the Autazes Project.
To accomplish our primary business objectives (each of which also constitute a significant event that must occur for the business objectives to be accomplished), the key milestones to be achieved, the anticipated timing, and the expected aggregate costs thereof include: [(i) development of and entry into the Impact Benefit Agreement with the Mura indigenous communities near the Autazes Project, which are anticipated to occur in 2026 at an estimated cost of $2.5 million; (ii) completion of the purchases of the additional land that will primarily be used for the sites of our dry stacked tailings, which is anticipated to occur in 2026 at an estimated cost of $2.8 million; (iii) completion of additional engineering and a feasibility study for the Autazes Project that will incorporate recent optimization work on the shaft sinking technology to be used, which is anticipated to occur in 2026 at an estimated cost of $3.2 million; (iv) completion of basic engineering design work, which is anticipated to occur in 2026 at an estimated cost of $8.6 million; (v) commencement of construction on the Autazes Project, with an emphasis on critical path items including shaft sinking and the ordering of long lead items, which is anticipated to occur in 2026 at an estimated initial cost to commence construction of $8.7 million (with the currently estimated total cost of construction for the Autazes Project being $2.5 billion (not including financing fees, working capital and potential cost overruns), and we estimate that 60%–65% of the total cost of construction will be financed by debt with the balance being financed by additional equity issuances), and (vi) obtaining debt financing to fund a substantial portion of the construction costs of the Autazes Project, which we will seek to obtain in the second half of 2026. See “Cautionary Note Regarding Forward-Looking Statements.”
The above guidance as to the funding requirements and timeline for developing the Autazes Project is based on our best estimates as of the date of this Interim Report. Achievement or timing of the above milestones could be affected by a number of factors, including, but not limited to, economic and financial conditions that may affect our ability to raise additional funds. See “Cautionary Note Regarding Forward-Looking Statements” below and “Item 3.D. Risk Factors” in our 2024 Annual Report.
Key Factors Impacting our Operating Results When our Mining Operations Commence
Price of Potash
Once we commence our mining operations, our financial performance will be significantly affected by the market price of potash. Potash prices have historically been subject to wide fluctuations and are affected by numerous factors beyond our control, including international economic and political conditions, levels of supply and demand, the availability and cost of substitutes, inventory levels maintained by producers and others, and, to a lesser degree, inventory carrying costs and currency exchange rates. See “Cautionary Note Regarding Forward-Looking Statements.”
The market price for potash in Brazil is typically quoted as the daily Cost and Freight (hereinafter, “CFR”) price for granular potash delivered to Brazil, which is established by sales transactions between buyers and sellers. For further information on the drivers and trends affecting the market price of potash, see “Item 4.B. Business Overview—Our Industry and Market Opportunity” in our 2024 Annual Report.
Production Volume, Ore Grade and Mineral Reserves
Our production volume, the ore grade of the potash from the Autazes Project mine, and our Mineral Reserves will affect our business performance. The Autazes Project has Measured Mineral Resources (excluding Mineral Reserves) of approximately 18 million tons at an average grade of 22.5% muriate of potash (which we refer to as “MOP”), Indicated Mineral Resources (excluding Mineral Reserves) of approximately 48 million tons at an average grade of 25.9% MOP, and Inferred Mineral Resources (excluding Mineral Reserves) of approximately 107 million tons at an average grade of 30.3% MOP. Total Proven Economically Recoverable Reserves are approximately 69 million tons at an average grade of 28.9% MOP. Probable Economically Recoverable Reserves are approximately 122 million tons at an average grade of 27.5% MOP. The estimated life of the mine on the Autazes Property is 23 years, which estimate
2
is based on the portion of the ore body that is currently being permitted for future construction and mining. For more details, see “Item 4.D. Property, Plant and Equipment—Description of the Autazes Project and the Autazes Property—Mineral Resource and Mineral Reserve Estimates” in our 2024 Annual Report.
Commercial Terms
We intend to sell our mined and processed potash mostly through take or pay offtake contracts with terms between five and ten years, and with only a small portion being sold on the spot market. The agreements with our customers are expected to include customary commercial terms, such as cost, insurance and freight, free on board, free carrier, and cost and freight.
Sales prices for our potash will be based on the daily spot CFR price for granular potash delivered to Brazil on barge loading for customer delivery, adjusted for the net freight differential of our anticipated lower domestic inland Brazil transportation cost as compared to importers of potash, less a slight discount. We intend to sell all of our potash to end users in Brazil.
Operating Costs and Expenses
Our ability to manage our operating costs and expenses will be a significant driver of our business performance. We intend to focus on ensuring stable, high levels of potash production to keep unit costs down while controlling and limiting our costs and expenses so that we can have more flexibility to overcome less favorable pricing conditions if and when they arise. However, we may not be able to adjust production volume in a timely or cost-efficient manner in response to changes in pricing. For example, lower utilization of production capacity during periods of weak potash prices may expose us to higher unit production costs since a significant portion of our cost structure will be fixed in the short-term due to the high capital nature of mining operations. In addition, efforts to reduce costs during periods of weak prices could be limited by labor regulations or previous labor or governmental agreements. See “Cautionary Note Regarding Forward-Looking Statements.”
Energy Costs
Our total energy costs are expected to be mainly composed of long-term electricity supply contracts with fixed transmission fees and variable energy consumption fees. We expect that the electricity for our mining operations will be provided by a planned 500 kV power transmission line that will be connected to Brazil’s national power grid near the Amazon city of Manaus. We expect to commence construction of the power transmission line after we obtain the applicable construction permit.
Effects of Exchange Rate Fluctuations
Prices for our products will be denominated in U.S. dollars. A significant portion of our production costs, however, will be denominated in Brazilian real, so there will be a mismatch of currencies between our revenue and costs. As a result, our results of operations and financial condition are, and, after our mining operations begin, will be, affected by changes in exchange rates between the Brazilian real and the U.S. dollar. As of September 30, 2025, the exchange rate was R$5.32 per US$1.00.
Environmental Expenses
The Autazes Project mine will operate under licenses issued by Brazilian governmental authorities that control, among other things, air emissions and water discharges, and the mine will be subject to stringent laws and regulations relating to waste materials and various other environmental matters. Additionally, the Autazes Property will need to be rehabilitated when we ultimately finish and cease our mining operations there.
We intend to make investments to enhance our ability to comply with all applicable environmental standards and to reduce our environmental impact in the areas in which we operate. We intend to have environmental improvement initiatives relating to reducing emissions and waste and improving the efficiency of use of natural resources and energy. Where appropriate, we will establish environmental provisions for restoration or remediation of contamination and disturbance on the Autazes Property. See “Cautionary Note Regarding Forward-Looking Statements.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this Interim Report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include
3
projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “believe”, “expect”, “could”, “intend”, “plan”, “anticipate”, “estimate”, “continue”, “predict”, “project”, “potential”, “target”, “goal” or other words that convey the uncertainty of future events outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements in this Interim Report include, but are not limited to, statements with respect to:
· our ability to commence mining operations and achieve profitability in the future;
· our ability to obtain the necessary permits and licenses for the Autazes Project, and the timing and possible outcome of pending regulatory and permitting matters;
· proposed timelines and expenditures for exploration work, land purchases, engineering and feasibility studies, completion of engineering design work, commencement on the Autazes Project, obtaining debt financing, as well as general and administrative expenses;
· our ability to manage our development, growth and operating expenses;
· the cost, timing, and results of our future development, construction, mining and production activities at the Autazes Project;
· maintaining rights of access to, including successfully acquiring, leasing, purchasing and/or obtaining rights to occupy, the land for the development and operation of the Autazes Project;
· our capital requirements and need for additional financing, and our ability to raise additional capital;
· the estimated results of planned development, mining and production activities;
· the estimated results of our greenhouse gas emissions analysis;
· the supply and demand of potash;
· general economic and financial conditions;
·governmental regulation of mining operations and related matters;
· our prospects, strategies, and business objectives and milestones; and
· industry trends.
We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in our 2024 Annual Report under the headings “Item 3.D. Risk Factors” and “Item 4.B. Business Overview”, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this Interim Report.
Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Interim Report. The forward-looking statements contained in this Interim Report are not guarantees of future performance and our actual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this Interim Report, they may not be predictive of results or developments in future periods.
Any forward-looking statement that we make in this Interim Report speaks only as of the date of this Interim Report. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this Interim Report, whether as a result of new information, future events or otherwise, after the date of this Interim Report.
4
OPERATING RESULTS
Results of Pre-Operation Development Activities
The following table sets forth the results of our pre-operation development activities for the periods indicated:
|
|
Three months ended |
|
|
Three months ended |
|
||
Expenses |
|
|
|
|
|
|
||
Consulting and management fees |
|
$ |
1,257,384 |
|
|
$ |
548,700 |
|
Professional fees |
|
|
40,035 |
|
|
|
383,328 |
|
Share-based compensation |
|
|
9,721,724 |
|
|
|
10,847,847 |
|
Travel expenses |
|
|
46,299 |
|
|
|
67,002 |
|
General office expenses |
|
|
350,379 |
|
|
|
37,014 |
|
Foreign exchange loss |
|
|
5,218 |
|
|
|
12,492 |
|
Communications and promotions |
|
|
564,040 |
|
|
|
286,309 |
|
Operating Loss |
|
|
11,985,079 |
|
|
|
12,182,692 |
|
Finance costs |
|
|
— |
|
|
|
— |
|
Finance income |
|
|
(81,898 |
) |
|
|
(4,527 |
) |
Change in fair value of warrant liability |
|
|
2,400 |
|
|
|
— |
|
Gain on sale of fixed assets |
|
|
— |
|
|
|
— |
|
Loss for the year before income taxes |
|
|
11,905,581 |
|
|
|
12,178,165 |
|
Deferred income tax provision |
|
|
31,791 |
|
|
|
34,504 |
|
Loss for the year after income taxes |
|
$ |
11,937,372 |
|
|
$ |
12,212,669 |
|
Other comprehensive loss (income): |
|
|
|
|
|
|
||
Items that subsequently may be reclassified into net income: |
|
|
|
|
|
|
||
Foreign currency translation |
|
|
(1,882,918 |
) |
|
|
(1,296,016 |
) |
Total comprehensive loss for the period |
|
$ |
10,054,454 |
|
|
$ |
10,916,653 |
|
|
|
|
|
|
|
|
||
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenues
We did not generate any revenues for the three months ended September 30, 2025 and 2024, as we are an exploration and development company and have not yet commenced any mining operations and potash production.
Operating Loss
Our operating loss decreased to approximately $12.0 million for the three months ended September 30, 2025, as compared to approximately $12.2 million for the three months ended September 30, 2024, primarily due to a decrease in share based compensation partially offset by increases in our consulting and management fees, general and administrative expenses and communications and promotion expenses. We had higher (i) consulting and management fees during the three months ended September 30, 2025, as compared to the same period in 2024, due to an increase in the number of consultants and directors; (ii) general office expenses during the three month ended September 30, 2025, as compared to the same period in 2024, due to higher director and officer insurance costs as a result of our initial public offering (“IPO”) in November 2024; and (iii) higher communications expenses during the three months ended September 30, 2025, as compared to the same period in 2024, as we increased our investor relations activities in 2025.
Net Loss
Our net loss decreased to approximately $11.9 million for the three months ended September 30, 2025, as compared to approximately $12.2 million for the three months ended September 30, 2024, primarily due to lower share-based compensation costs, higher general office expenses, higher communications expenses and higher consulting and management fees, during the three months ended September 30, 2025, as compared to the same period in 2024.
5
The following table sets forth the results of our pre-operation development activities for the periods indicated:
|
|
Nine months ended |
|
|
Nine months ended |
|
||
Expenses |
|
|
|
|
|
|
||
Consulting and management fees |
|
$ |
3,909,639 |
|
|
$ |
1,792,984 |
|
Professional fees |
|
|
680,526 |
|
|
|
1,206,431 |
|
Share-based compensation |
|
|
36,336,555 |
|
|
|
20,744,083 |
|
Travel expenses |
|
|
388,406 |
|
|
|
332,543 |
|
General office expenses |
|
|
1,065,254 |
|
|
|
106,750 |
|
Foreign exchange (gain) loss |
|
|
(27,883 |
) |
|
|
7,268 |
|
Communications and promotions |
|
|
2,833,705 |
|
|
|
707,004 |
|
Operating Loss |
|
|
45,186,202 |
|
|
|
24,897,063 |
|
Finance costs |
|
|
375,000 |
|
|
|
— |
|
Finance income |
|
|
(388,002 |
) |
|
|
(14,142 |
) |
Change in fair value of warrant liability |
|
|
(128,900 |
) |
|
|
— |
|
Gain on sale of fixed assets |
|
|
(6,078 |
) |
|
|
— |
|
Loss for the year before income taxes |
|
|
45,038,222 |
|
|
|
24,882,921 |
|
Deferred income tax provision |
|
|
133,440 |
|
|
|
90,962 |
|
Loss for the year after income taxes |
|
$ |
45,171,662 |
|
|
$ |
24,973,883 |
|
Other comprehensive loss (income): |
|
|
|
|
|
|
||
Items that subsequently may be reclassified into net income: |
|
|
|
|
|
|
||
Foreign currency translation |
|
|
(10,005,902 |
) |
|
|
7,986,203 |
|
Total comprehensive loss for the period |
|
$ |
35,165,760 |
|
|
$ |
32,960,086 |
|
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenues
We did not generate any revenues for the nine months ended September 30, 2025 and 2024, as we are an exploration and development company and have not yet commenced any mining operations and potash production.
Operating Loss
Our operating loss increased to approximately $45.2 million for the nine months ended September 30, 2025, as compared to approximately $24.9 million for the nine months ended September 30, 2024, primarily due to an increase in our general and administrative expenses. Our general and administrative expenses consist primarily of consulting and management fees, professional fees, share-based compensation, travel expenses, general office expenses, and communications and investor relations expenses. We had higher (i) consulting and management fees during the nine months ended September 30, 2025, as compared to the same period in 2024, due to an increase in the number of consultants and directors; (ii) share-based compensation costs, as we granted 511,000 RSUs and 299,000 DSUs to a director and consultants during the nine months ended September 30, 2025 and recorded amortization of share-based compensation over the vesting period for DSUs, RSUs and options granted in prior years; (iii) general office expenses during the nine months ended September 30, 2025, as compared to the same period in 2024 due to higher director and officer insurance costs as a result of our IPO in November 2024; and (iv) higher communications expenses during the nine months ended September 30, 2025, as compared to the same period in 2024, as we increased our investor relations activities in 2025.
Net Loss
Our net loss increased to approximately $45.2 million for the nine months ended September 30, 2025, as compared to approximately $25.0 million for the nine months ended September 30, 2024, primarily due to higher share-based compensation costs, general office expenses, higher communications expenses and higher consulting and management fees, during the nine months ended September 30, 2025, as compared to the same period in 2024.
6
Liquidity and Capital Resources
To date, we have generated no cash from operations and negative cash flows from operating activities. All costs and expenses in connection with our formation, development, legal fees and administrative support have been funded by our borrowings under loan agreements, the proceeds from private placements of our shares of common stock (“Common Shares”), including to our majority shareholders, and the proceeds from our Regulation A Offering and our IPO.
On May 6, 2025, we entered into a definitive agreement (the “ELOC Purchase Agreement”) establishing an equity line of credit (“ELOC”) with Alumni Capital LP (“Alumni”), an institutional investor. Under the terms of the ELOC Purchase Agreement, we have the right to sell, and Alumni has the obligation to purchase, up to $75 million worth of Common Shares over a 24-month period at prices that are based on the market price at the time of each sale to Alumni, subject to the satisfaction of certain customary conditions. We, at our sole discretion, control the timing and amount of all sales of Common Shares associated with the ELOC, subject to the limitations contained in the ELOC Purchase Agreement. The issuance of the Common Shares to Alumni is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the ELOC Purchase Agreement, we must register Alumni’s resale of the Common Shares to be purchased. We believe that the ELOC will provide us with a flexible source of funding, enabling judicious planning for the timing and amount of any equity sales, which will be critical as we advance site preparation and construction activities for the fully-permitted Autazes Project. The full text of the ELOC Purchase Agreement, a copy of which is furnished as Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC on May 6, 2025.
Our future expenditures and capital requirements will depend on numerous factors, including the progress of our development efforts.
Our business does not currently generate any cash. We believe that with the net proceeds from the IPO in the amount of approximate $22.7 million and any common share issuances under our ELOC, we will have sufficient capital to finance our development and operations through 2025. However, if our development and operating costs and expenses are higher than expected, we may need to obtain additional financing prior to the end of 2025. Furthermore, we expect that we will be required to raise additional funds to finance our operations until such time that we can conduct profitable revenue-generating activities. No assurances can be made that we will be successful in obtaining additional equity or debt financing, or that ultimately, we will commence profitable operations and achieve positive cash flow.
Our approach to managing liquidity risk is to ensure that we will have sufficient liquidity to meet liabilities when due. As of September 30, 2025, we had a cash and cash equivalents balance of approximately $9.3 million to settle current liabilities of approximately $1.7 million.
The following table summarizes our cash flow data and cash and cash equivalents for the periods indicated:
|
|
Nine months ended |
|
|
Nine months ended |
|
||
|
|
$ |
|
|
$ |
|
||
Net cash used in operating activities |
|
$ |
(8,848,455 |
) |
|
$ |
(795,837 |
) |
Net cash from financing activities |
|
$ |
5,891,525 |
|
|
$ |
3,017,500 |
|
Net cash used in investing activities |
|
$ |
(6,630,984 |
) |
|
$ |
(3,344,216 |
) |
Cash and cash equivalents (at beginning of period) |
|
$ |
18,861,029 |
|
|
$ |
2,450,239 |
|
Cash and cash equivalents (at end of period) |
|
$ |
9,336,850 |
|
|
$ |
1,251,176 |
|
Operating Activities
Net cash used in operating activities increased to approximately $8.8 million for the nine months ended September 30, 2025, as compared to approximately $0.8 million for the nine months ended September 30, 2024, primarily due to a higher net loss, which was approximately $45.2 million for the nine months ended September 30, 2025, as compared to approximately $25.0 million for the nine months ended September 30, 2024. Net losses for the nine months ended September 30, 2025 and 2024 include share-based compensation (non-cash expense) of $36.3 million and $20.7 million, respectively.
Investing Activities
Net cash used in investing activities increased to approximately $(6.6) million for the nine months ended September 30, 2025, as compared to approximately $(3.3) million for the nine months ended September 30, 2024, primarily due to higher exploration and evaluation expense during the nine months ended September 30, 2025, as compared to the same period in 2024.
7
Financing Activities
Net cash provided by financing activities was approximately $5.9 million for the nine months ended September 30, 2025, which includes cash proceeds from share issuances under the ELOC and the exercise of stock options offset by lease payments. Net cash provided by financing activities was approximately $3.0 million for the nine months ended September 30, 2024, primarily reflecting cash proceeds from the exercise of stock options and warrants.
Cash and cash equivalents
Our cash and cash equivalents balance was approximately $9.3 million as of September 30, 2025, as compared to $18.9 million as of December 31, 2024, due to the cash proceeds received from our IPO, common share issuances under the ELOC and the exercise of stock options less expenses during the nine months ended September 30, 2025.
Initial Public Offering
On November 29, 2024, we closed our IPO upon which we issued 2,000,000 Common Shares at a price of $15.00 per Common Share. The aggregate offering price of the Common Shares sold was approximately $28.2 million, after deducting the underwriting discounts and commissions. Other than the underwriting discounts and commissions, expenses payable by us in connection with the IPO were approximately $5.5 million. The net proceeds we received from the IPO were approximately $22.7 million. The common shares of the Company began trading on November 27, 2024, on the NYSE American under the trading symbol “GRO”.
Additionally, upon the closing of the IPO, we issued warrants to the underwriters (the “Underwriters’ Warrants”), which are exercisable for the number of our Common Shares equal to 5% of the total number of Common Shares sold in the IPO (i.e., 100,000 Common Shares). Subject to FINRA Rule 5110(e)(1), the Underwriters’ Warrants will be exercisable, in whole or in part, from time to time after six months May 26, 2025, and will expire on November 26, 2026. The Underwriters’ Warrants will be exercisable at an exercise price equal to 130% of the IPO price of the Common Shares sold in the IPO (i.e., $19.50). Additionally, the Underwriters’ Warrants provide for certain additional registration rights, including a one-time demand registration right at our expense and unlimited piggyback rights, with such registration rights expiring November 26, 2029. As of the date of this Interim Report, none of the Underwriters’ Warrants have been exercised by the underwriters.
Plan of Operations
As noted above, the continuation of our current plan of operations requires us to raise significant amounts of additional capital.
We are an exploration and development mineral mining company, which began operations in October 2006. Our plan of operations for the next few years includes, subject to securing sufficient funds, commencing primary construction of the infrastructure of the Autazes Project. We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of our plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing plan of operations.
These circumstances represent material uncertainties that may cast substantial doubt on our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
Capital Expenditures
We do not have any contractual obligations for ongoing capital expenditures at this time.
Contractual Obligations and Commitments
We are a party to certain consulting agreements, which provide, as of September 30, 2025, for aggregate change in control payments by us of approximately $20.0 million to certain of our directors, executives and consultants upon the occurrence of a change in control (as such term is defined in each respective consulting agreement) of our Company, and aggregate termination payments by us of approximately $9.4 million upon the respective termination of such directors, executives and consultants. As a triggering event under such consulting agreements has not taken place, these amounts have not been recorded on our consolidated financial statements.
8
On November 1, 2024, the Company and its Subsidiary entered into an option agreement (the “Option Agreement”) with Franco-Nevada Corporation (“Franco Nevada”), pursuant to which, in exchange for the payment by Franco-Nevada to the Company of cash consideration of $1,000,000, Franco-Nevada acquired an option (the “Option”) to purchase a perpetual royalty equal to 4% of the gross revenue from all of the muriate of potash the Company will produce and sell from the Autazes Property (the “Royalty”). The Royalty would also apply to any potash produced and sold from other properties (including after-acquired properties) owned or held by the Subsidiary or any of its affiliates, where such potash is processed using processing facilities related to the Autazes Project. The purchase price for the Royalty (the “Royalty Purchase Price”) will be equal to the amount that would result in the forecasted Royalty revenue yielding Franco-Nevada a 12.5% pre-tax internal rate of return, and will be calculated at the earlier of (i) the time at which Franco-Nevada exercises the Option, and (ii) the beginning of the final 60-day period in which Franco-Nevada is permitted to exercise the Option under the terms of the Option Agreement. The calculation of the forecasted Royalty revenue will be based on forecasted annual production volumes of the Autazes Project, as outlined in the definitive feasibility study for the Autazes Project and analyst long-term consensus prices for potash (cost and freight Brazil). Following the exercise by Franco-Nevada of the Option pursuant to the Option Agreement and subject to the conditions precedent described below, the Royalty Purchase Price will be paid by Franco-Nevada, if and when the Company has obtained full financing of project costs to achieve a minimum rate of potash production at the Autazes Project (as set forth in the Option Agreement), in quarterly installments pro rata with other sources of financing. The Royalty Purchase Price will only be used by the Company to fund costs for the construction and operation of the Autazes Project. Franco- Nevada is not obligated to pay any portion of the Royalty Purchase Price until certain conditions precedent are satisfied or waived, including, among others, (a) the Company’s Subsidary and its affiliates, Franco-Nevada, and each third-party lender providing financing for the Autazes Project entering into an intercreditor agreement; (b) receipt of all necessary regulatory and material third-party approvals and consents for the Autazes Project; and (c) the Subsidiary providing Franco-Nevada evidence of the continued availability of financing for the Autazes Project (including completed equity financings representing at least 30% of the total costs to achieve a minimum rate of potash production at the Autazes Project, as set forth in the Option Agreement). Franco Nevado is also a shareholder of the Company.
On August 20, 2025, the Company announced the execution of a definitive commercial offtake agreement between Potássio do Brasil Ltda., a wholly owned subsidiary of the Company, and Keytrade Fertilizantes Brasil Ltda. ("Keytrade"), the Brazilian subsidiary of Keytrade AG, one of the world's leading fertilizer trading companies. The binding agreement (the “Agreement”) establishes a 10-year take-or-pay commitment for Keytrade to purchase up to ~900,000 tons of potash annually from the Autazes Potash Project. This finalizes the memorandum of understanding announced on January 16, 2025.
Contingencies
Certain conditions may exist as of the date our consolidated financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with our legal counsel as appropriate, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought in connection therewith. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued on our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of the possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed on our financial statements unless they involve guarantees, in which case the guarantees would be disclosed. We are not aware of any matters which result in a loss contingency.
Off-Balance Sheet Arrangements
We did not have during the three and nine months ended September 30, 2025 and 2024, and we do not currently have, any off-balance sheet arrangements.
TREND INFORMATION
Impact of any Business Disruptions on our Business Operations
Our operations could be significantly adversely affected by unpredictable and unforeseen events, such as extreme weather conditions, acts of God, epidemics similar to the COVID-19 outbreak, and other natural or manmade disasters and business interruptions, and the related economic consequences. For example, our additional consultations with indigenous communities near the Autazes Project in accordance with International Labour Organization Convention 169, which initially started in November 2019, were suspended in March 2020 due to the COVID-19 pandemic, and we were allowed to resume such consultations in April 2022 following the lifting of COVID-19 related restrictions.
9
We cannot accurately predict the impact any such business disruptions will have on our operations and the ability of others to meet their obligations with us, including uncertainties relating to the ultimate duration and impact of any such business disruptions. For example, a significant outbreak of a contagious disease in the human population, similar to the COVID-19 pandemic, could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect our operations and our ability to finance our operations.
Going Concern
Our consolidated financial statements as at and for the three and nine months ended September 30, 2025, have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the ordinary course of business. Our ability to continue as a going concern is contingent upon our ability to raise additional capital as required.
We incurred a net loss of approximately $45.2 million and $25.0 million for the nine months ended September 30, 2025 and 2024, respectively, and, as of September 30, 2025, we had an accumulated deficit of approximately $191.7 million and working capital of approximately $8.3 million (including cash of approximately $9.3 million).
We require additional financing for working capital and the continuing development of the Autazes Project, as well as to repay our trade payables. As a result of our continuing operating losses, our continuance as a going concern depends on our ability to obtain adequate financing to pay our current obligations, finance our development activities, and reach profitable levels of operation. It is not possible to predict whether any financing efforts will be successful or if we will obtain the necessary financing. We have previously been successful in raising the necessary financing to continue our operations in the normal course, and we have been able to consummate multiple equity financings through private placements of our Common Shares. Additionally, we have entered into various loan agreements to borrow funds to fund our operating expenses. Furthermore, we raised an aggregate of approximately $40.5 million in gross proceeds pursuant to our Regulation A Offering, $30.0 million in gross proceeds pursuant to our IPO and $6,064,500 under the terms of the ELOC with Alumni Capital. See “Subsequent Events – Private Placement” below for information on the close of a private placement financing.
To date, we have generated no cash from operations and negative cash flows from operating activities. All costs and expenses in connection with our formation, development, legal fees and administrative support have been funded by our borrowings under loan agreements, the proceeds from private placements of our Common Shares, including to our majority shareholders, the proceeds from our Regulation A Offering, and the proceeds from our IPO. Currently, we intend to finance our operations through additional equity and debt financings. For more information regarding our ability to fund our ongoing operations, see “Item 14.E. Use of Proceeds” in our 2024 Annual Report.
We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. However, there is no assurance that we will be successful in raising sufficient financing or achieving profitable operations to fund our operating expenses or future development of the Autazes Project. These circumstances raise a material uncertainty related to events or conditions that cast substantial doubt on our ability to continue as a going concern, and therefore, we may be unable to realize our assets and discharge our liabilities in the normal course of business. Our consolidated financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities if we were unable to continue as a going concern. These adjustments may be material.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in our consolidated financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the our consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our accounting estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. Additionally, we strive to make these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We will continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions.
Critical accounting policies are those policies that reflect significant estimates or judgments about matters that are both inherently uncertain and material to our financial condition or results of operations. See Note 4 – Critical Judgments and Estimation Uncertainties to our consolidated financial statements for the years ended December 31, 2024 and 2023.
10
Recent Accounting Pronouncements
See Note 2 – Material Accounting Policies to the condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 included elsewhere in this Interim Report.
SHARE CAPITAL
As of November 12, 2025, we had 53,304,589 common shares issued and outstanding.
During the nine months ended September 30, 2025, we granted 511,000 RSUs to a director and consultants. The RSUs had a fair value of $8.24 per RSU. During the nine months ended September 30, 2025, 575,000 RSUs were exercised.
During the nine months ended September 30, 2025, we granted 299,000 DSUs to a consultants. The DSUs had a fair value of $1.69 per DSU. During the nine months ended September 30, 2025, 900,000 DSUs were exercised.
During the nine months ended September 30, 2025, 10,000 options with weighted average exercise prices of $4.00 were exercised for gross proceeds of $40,000.
RELATED PARTY TRANSACTIONS
Related Party Transactions
The following are summaries of transactions or agreements that we have entered into or participated in with related parties, since January 1, 2022, which we are required to disclose pursuant to applicable disclosure requirements of the SEC and applicable Canadian securities regulatory authorities.
Consulting Agreements with our Executives
We entered into consulting agreements with each of our executives (or a respective entity affiliated with such executive). For a description of the consulting agreements, see “Item 6.B. Compensation—Compensation of Senior Management and Directors—Executive Compensation—Consulting Agreements” in the 2024 Annual Report.
Equity Compensation Arrangements
We granted stock options to certain of our executives and directors under our Stock Option Plan and stock option agreements entered or to be entered into between us and such optionees. For a description of the stock options, our Stock Option Plan and the stock option agreements, see “Item 6.E. Share Ownership—Stock Option Plan” in our 2024 Annual Report.
We have granted DSUs to certain of our executives and directors under our Deferred Share Unit Plan. For a description of the DSUs and our Deferred Share Unit Plan, see “Item 6.E. Share Ownership—Deferred Share Unit Plan” in our 2024 Annual Report.
We will grant equity incentive awards to our executives and directors under our 2024 Incentive Compensation Plan and award agreements to be entered into between us and such recipients. For a description of such awards and our 2024 Incentive Compensation Plan, see “Item 6.E. Share Ownership—2024 Incentive Compensation Plan” in the 2024 Annual Report.
Indemnity Agreements with our Directors and Executives
We have entered into an indemnity agreement with each of our directors and executives, whereby we have agreed to indemnify such directors and executives against all expenses and liabilities incurred in such capacity to the fullest extent permitted by law, subject to limited exceptions. For information regarding limitations of liability and indemnification applicable to our directors and executives, see “Item 10.B. Memorandum and Articles of Association” in our 2024 Annual Report.
Certain Travel Expenses
We use charter flight services provided by Tali Flying LP for certain business travel by our management team. Stan Bharti (our former Executive Chairman) is a director of Tali Flying LP. During the nine months ended September 30, 2025 and 2024, we incurred travel expenses payable to Tali Flying LP in the aggregate amount of approximately $nil, at the prevailing market rate for charter flight services which Tali Flying LP charges. As at September 30, 2025, trade payables and accrued liabilities included $nil
11
(December 31, 2024: $nil) owing to Tali Flying LP and prepaid expenses included $nil (December 31, 2024 - $113,893) advanced to Tali Flying LP. We did not enter into any agreement with Tali Flying LP for such charter flight services, and we may terminate our use of such charter flight services at any time without notice. For more information, see Note 12 to our condensed interim consolidated financial statements as of and for the three and nine months ended September 30, 2025 and 2024.
SUBSEQUENT EVENTS
Private Placement
On October 17, 2025, we announced that we entered into a private placement financing with certain institutional and accredited investors for the sale of an aggregate of 11,450,000 Common Units and 2,550,000 Pre-Funded Units. Each Common Unit is comprised of one Common Share and one common stock purchase warrant to purchase one Common Share (“Common Warrants”). Each Pre-Funded Unit is comprised of one pre-funded warrant to purchase one Common Share (“Pre-Funded Warrants”) and one Common Warrant. Each Common Unit has a purchase price of $2.00, and each Pre-Funded Unit has a purchase price of $1.999. The Pre-Funded Warrants will have an exercise price of $0.001 per Common Share, be immediately exercisable and remain exercisable until exercised in full. The Common Warrants are immediately exercisable at an exercise price of $3.00 per common share and will expire in five years. The Common Shares and Common Warrants forming part of the Common Units and the Pre-Funded Warrants and Common Warrants forming part of the Pre-Funded Units are immediately separable and will be issued separately. On October 20, 2025, we closed the sale of 7,450,000 Common Units and 4,550,000 Pre-Funded Units for gross proceeds of approximately $24 million. On October 27, 2025, we closed the sale of 2,000,000 Common Units for gross proceeds of $4 million. We intend to use the proceeds for working capital and other general corporate purposes.
ADDITIONAL INFORMATION.
Additional information relating to Brazil Potash, including our most recent annual and quarterly reports, are available on SEDAR+ at http://www.sedarplus.ca and on EDGAR at http://www.sec.gov/edgar
12