Brazil Potash Announces Closing of Initial Public Offering

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MANAUS, Brazil, Nov. 29, 2024 (GLOBE NEWSWIRE) — Brazil Potash Corp. (“Brazil Potash” or the “Company”) announced today the closing of its initial public offering (“IPO”) of 2,000,000 of its common shares, no par value per share (“Common Shares”), at a public price of US$15.00 per share. The net proceeds to the Company from the IPO, before deducting underwriting discounts and commissions and servicing costs paid by the Company, were US$30.0 million. In addition, the Company has granted the underwriters an option to purchase up to an additional 300,000 Common Shares, for a period of 30 days from the date of the last prospectus, to cover excess shares, if any.

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The Common Shares began trading on the NYSE American on November 27, 2024 under the symbol “GRO”.

Brazil Potash intends to use the proceeds of the offering primarily to fund its pre-operational development costs, repay its current liabilities, and for working capital and general business purposes, which will include, among other things, expenses related to (i) acquisitions. and to comply with its environmental licenses, (ii) engineering, procurement and construction of key materials, and (iii) other pre-development matters, such as obtaining an environmental license, mining permit, and other necessary approvals, permits and licenses for the Autazes Project, purchasing the remaining land of certain project sites, including in particular the sites to be used for dry packed piles, and to retain its mining rights.

Cantor Fitzgerald & Co., Banco Bradesco BBI SA, Roth Capital Partners, LLC, Clarksons Securities, Inc. and Freedom Capital Markets acted as underwriters in the IPO.

A registration statement on Form F-1 relating to the offering of Common Shares in the IPO was filed with the US Securities and Exchange Commission (“SEC”) and was declared effective on November 26, 2024. The Offering of Common Shares was made only by prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attn: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com; or Bradesco Securities Inc., Attention: Isabella Behar, 450 Park Avenue, 32nd Floor, New York, New York 10022, or by mail at bbi.ecm@bradescobbi.com.br. Copies of the Company’s registration statement can be obtained through the SEC’s website at www.sec.gov.

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The Company has also received a receipt of the base (final) PREP prospectus filed with the securities commissions or similar authorities in each province and territory of Canada, except Quebec, on November 26, 2024. A copy of the additional PREP prospectus containing pricing and other information Important information relating to the Common Shares may be obtained by contacting Cantor Fitzgerald Canada Corporation, Attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, Ontario, Canada M5H 3M7, or by email at ecmcanada@cantor.com, and will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, and there will be no sale of any securities of the Company in any state, province, territory, or territory where such offer is made. , solicitation or sale shall be unlawful prior to registration or qualification under the securities laws of any such state, province, territory, or territory. No securities regulatory authority has approved or disapproved the content of this press release.

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Counselors

Greenberg Traurig, PA, acted as counsel for Brazil Potash in the United States and Wildeboer Dellelce LLP acted as counsel for Brazil Potash in Canada. Sidley Austin LLP acted as counsel to the Underwriters in the United States and Bennett Jones LLP acted as counsel to the Underwriters in Canada.

About Brazil Potash

Brazil Potash is an exploration and development company with a potash mining operation (“Autazes Project”) located in the Amazonas region of Brazil. The Company’s technical operations are based in Autazes, Amazonas, Brazil and Belo Horizonte, Minas Gerais, Brazil, and its corporate office is in Toronto, Ontario, Canada. The company is in the early stages of capital development and has yet to start drilling. The Company’s plan of action for the next few years includes obtaining all the necessary environmental licenses for the Autazes Project, and, subject to obtaining sufficient funds, starting all phases of construction of the Autazes Project.

A Cautionary Note About Forward Looking Statements

This press release contains forward-looking statements, which are statements that are not historical facts. Words such as “anticipate”, “anticipate” and “intend” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements, including statements regarding the use of proceeds from the IPO and the over-allotment option of the underwriters, are subject to risks and uncertainties, many of which are beyond the Company’s control, including those described in the “Risk Factors Section” of the Company’s registration statement on Form F-1 , as amended, in the IPO filed with the SEC and prespectus of the additional PREP filed by each listing. Canadian provinces and territories, except Quebec. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or obligation to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in the events, conditions or circumstances on which the statement is based, unless required by law.

For more information, please contact person:

Brazil Potash Investor Relations
info@brazilpotash.com

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