Form: F-1

Registration statement for certain foreign private issuers

June 2, 2025

Documents

Exhibit 107

Calculation of Filing Fee Table

Form F-1

(Form Type)

BRAZIL POTASH CORP.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

  

Security

Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

  

Amount

Registered(1)

  

Proposed

Maximum

Offering

Price

Per Share

  

Maximum

Aggregate

Offering

Price

  

Fee

Rate

  

Amount of

Registration

Fee

  

Carry

Forward

Form

Type

  

Carry

Forward

File

Number

  

Carry

Forward

Initial

effective

date

  

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward
 
Newly Registered Securities
                         

Fees to Be

Paid

   Equity   Common Shares   457(c)   56,111,110(2)   $1.35(3)   $75,749,998.50   0.00015310   $11,597.32(4)          
                         

Fees

Previously

Paid

   —    —    —    —    —    —      —           
 
Carry Forward Securities
                         

Carry

Forward

Securities

   —    —    —    —      —        —    —    —    — 
                   
    Total Offering Amounts          $11,597.32          
                   
    Total Fees Previously Paid          0          
                   
    Total Fee Offsets          —           
                   
    Net Fee Due                $11,597.32                

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(2)

Represents up to 56,111,110 common shares (the “Common Shares”), no par value, of Brazil Potash Corp., a corporation incorporated in Ontario, Canada (the “Company”), including up to 55,555,555 Common Shares (assuming the shares to be issued are sold at a price of approximately $1.35 per share) that the Company may elect to issue and sell to Alumni Capital LP, a Delaware limited partnership (“Alumni” or the “Selling Shareholder”), from time to time under certain Any Market Purchase Agreement, dated May 1, 2025 (the “ELOC Purchase Agreement”), and subject to applicable stock exchange rules; and up to 555,555 Common Shares (assuming the shares to be issued are valued at a price of approximately $1.35 per share) to be issued to Alumni in consideration for Alumni’s execution, delivery and performance of the ELOC Purchase Agreement.

 

(3)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock on The Nasdaq Stock Market LLC on May 23, 2025 ($1.35 per share), in accordance with Rule 457(c) of the Securities Act.

 

(4)

Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00015310.