Form: S-8

Securities to be offered to employees in employee benefit plans

April 29, 2025

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Brazil Potash Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type    

Security

Class

Title

 

Fee

Calculation

Rule

  Amount
Registered(1)
 

Proposed

Maximum 

Offering

Price Per

Unit

 

Maximum 

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration 

Fee

               

Equity

 

Common Shares, 

no par value per share 

 

Rule 457(c) and 

Rule 457(h)

  5,762,060    $2.49(2)   $14,347,530    0.00015310    $2,197
         
Total Offering Amounts      $14,347,530      $2,197
         
Total Fee Offsets          N/A
         
Net Fee Due                $2,197

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional common shares, no par value per share, of the Registrant (“Common Shares”) that may become issuable under the Brazil Potash Corp. 2024 Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of Common Shares outstanding.

(2)

Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $2.49 per Common Share, which is the average of the high and low prices of the Registrant’s Common Shares as reported on the NYSE American on April 25, 2025, a date within five (5) business days prior to the date of the filing of this Registration Statement.