Form: 6-K

Report of foreign issuer [Rules 13a-16 and 15d-16]

November 12, 2025

 

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,
2025

 

 

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
September 30,
2025

 

 

Three months ended
         September 30, 2024

 

 

Nine months ended
September 30,
2025

 

 

Nine months ended
September 30,
2024

 

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
payments
reserve

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Accumulated
Deficit

 

 

Shareholders’
Equity

 

 

#

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

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
September 30,
2025

 

 

Nine months ended
September 30,
2024

 

 

$

 

 

$

 

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

 

1.
Reporting entity and going concern

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
incorporation

 

September 30,
2025

 

 

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

 

1.
Reporting entity and going concern (continued)

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.

2.
Basis of preparation
a)
Statement of compliance:

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.

b)
Material accounting policies:

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

 

2.
Basis of preparation (continued)
b)
Material accounting policies: (continued)

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.

 

3.
Amounts receivable

 

 

September 30,
2025

 

 

December 31,
2024

 

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

 

4.
Property and equipment

 

 

Vehicles

 

 

Office
equipment

 

 

Furniture
and
fixtures

 

 

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
equipment

 

 

Furniture
and
fixtures

 

 

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

 

 

5.
Leases

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

 

5.
Leases (continued)

 

 

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,
2025

 

 

December 31,
2024

 

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,
2025

 

 

December 31,
2024

 

Lease Liability - current

 

$

97,728

 

 

$

70,305

 

Lease Liability - non-current

 

 

557,717

 

 

 

535,300

 

 

 

$

655,445

 

 

$

605,605

 

 

6.
Exploration and evaluation assets

 

September 30, 2025

 

 

December 31,
2024

 

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

 

7.
Trade payables and accrued liabilities

 

 

September 30,
2025

 

 

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).

8.
Share capital
(a)
Authorized

Unlimited number of common shares without par value.

(b)
Issued

 

 

Nine months ended
September 30, 2025

 

 

Year ended December 31, 2024

 

 

Number of
shares

 

 

Stated
Value
$

 

 

Number of
shares

 

 

Stated
Value
$

 

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

 

8.
Share capital (continued)
(b)
Issued (continued)

 

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.

9.
Share-based payments

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

 

9.
Share-based payments (continued)
(a)
Option plan: (continued)

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
September 30, 2025

 

 

Year ended December 31, 2024

 

 

Number of
options

 

 

Weighted
average
exercise
price

 

 

Number of
options

 

 

Weighted
average
exercise
price

 

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
outstanding

 

 

Options
exercisable

 

 

Exercise
price

 

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

 

9.
Share-based payments (continued)
(b)
Deferred share units plan (“DSU”):

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
September 30,
2025

 

 

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:

(i)
As to one-third of the DSUs, vesting shall occur immediately;
(ii)
As to the second one-third, upon the later of (a) completion by the Company of a pre-feasibility study or feasibility study; and (b) receipt by the Company of the preliminary license for the project; and
(iii)
As to the final one third of the DSUs, upon the Company completing arrangements for project construction financing, as detailed in the pre-feasibility study or feasibility study for the project.

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

 

9.
Share-based payments (continued)
(b)
Deferred share units plan (“DSU”) (continued):

 

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

 

9.
Share-based payments (continued)
(b)
Deferred share units plan (“DSU”) (continued):

 

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.

(c)
Restricted share units plan (“RSU”):

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
September 30,
2025

 

 

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

 

9.
Share-based payments (continued)
(c)
Restricted share units plan (“RSU”) (continued):

 

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

 

10.
Warrants and warrant liability

At September 30, 2025, outstanding warrants to acquire common shares of the Company were as follows:

 

Number of warrants

 

 

Exercise
price

 

 

Expiry
Date

 

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
September 30, 2025

 

 

Year ended December 31, 2024

 

 

Number of
warrants

 

Weighted
average
exercise
price

 

Fair value

 

 

Number of
Warrants

 

Weighted
average
exercise
price

 

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

 

10.
Warrants and warrant liability (continued)

Warrants - equity

Warrant transactions during the periods were as follows:

 

 

Nine months ended
September 30, 2025

 

 

Year ended December 31, 2024

 

 

Number of
warrants

 

Weighted
average
exercise
price

 

Grant date fair value

 

 

Number of
Warrants

 

Weighted
average
exercise
price

 

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

 

11.
Financial Risk Management Objectives and Policies

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.

(a)
Interest rate risk

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.

(b)
Foreign currency risk

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

 

11.
Financial Risk Management Objectives and Policies (continued)
(c)
Capital management

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.

 

12.
Related Party Disclosures

 

(a)
Key management personnel compensation

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
September 30,
2025

 

 

Three months ended
     September 30, 2024

 

 

Nine months ended
September 30,
2025

 

 

Nine months ended
September 30,
2024

 

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)).

(b)
Transactions with other related parties

 

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

 

12.
Related Party Disclosures (continued)

 

(b)
Transactions with other related parties (continued)

 

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.

 

13.
Commitments and contingencies

 

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

 

13.
Commitments and contingencies (continued)

 

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.

 

14.
Subsequent events

 

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.

 

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