May 12, 2026 - EX-99.1 - 6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]

Exhibit 99.1

Brazil Potash Corp.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2026 and 2025

-- 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:	March 31, 2026			December 31, 2025
ASSETS
Current
Cash and cash equivalents	$	22,481,709		$	27,779,666
Amounts receivable		114,761			248,570
Prepaid expenses		941,879			1,333,875
Total current assets		23,538,349			29,362,111
Non-current
Property and equipment (Note 3)		1,147,392			908,650
Right of use asset (Note 4)		459,507			496,076
Exploration and evaluation assets (Note 5)		145,056,268			138,280,668
Total assets	$	170,201,516		$	169,047,505
LIABILITIES
Current
Trade payables and accrued liabilities (Notes 6, 11)	$	1,669,761		$	2,622,889
Current portion of lease liability (Note 4)		102,465		$	99,975
Total current liabilities		1,772,226			2,722,864
Non-current
Lease liability (Note 4)	$	409,404		$	454,174
Warrant liability (Note 9)		18,043,100			5,559,800
Deferred income tax liability		2,651,791			2,472,938
Total liabilities		22,876,521			11,209,776
Equity
Share capital (Note 7)		333,714,533			328,544,223
Share-based payments reserve (Note 8)		92,683,357			95,624,841
Warrants reserve (Note 9)		5,758,671			5,758,671
Accumulated other comprehensive loss		(69,908,643	)		(73,991,935	)
Deficit		(214,922,923	)		(198,098,071	)
Total equity		147,324,995			157,837,729
Total liabilities and equity	$	170,201,516		$	169,047,505

Reporting entity and going concern (Note 1)

Commitments and contingencies (Note 12)

Subsequent event (Note 13)

Approved by the Board of Directors on May 12, 2026

“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 Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)


	Three months ended March 31, 2026			Three months ended March 31, 2025
Expenses
Communications and promotions	$	568,166		$	1,775,248
Consulting and management fees (Note 11)		1,179,826			1,195,319
Foreign exchange (gain)		(1,131	)		(2,363	)
General office expenses		354,744			360,963
Professional fees		156,378			174,785
Share-based compensation (Notes 8, 11)		1,663,432			14,982,999
Travel expenses		222,746			174,463
Operating Loss		4,144,161			18,661,414
Change in fair value of warrant liability (Note 9)		12,483,300			(120,400	)
Finance costs (Note 7(b))		375,000			—
Finance income		(222,025	)		(181,560	)
Loss for the period before income taxes		16,780,436			18,359,454
Deferred income tax provision		44,416			41,908
Loss for the period after income taxes	$	16,824,852		$	18,401,362
Other comprehensive income:
Items that subsequently may be reclassified into net income:
Foreign currency translation		(4,083,292	)		(4,617,716	)
Total comprehensive loss for the period	$	12,741,560		$	13,783,646
Basic and diluted loss per share	$	0.31		$	0.48
Weighted average number of common shares outstanding—basic and diluted		54,050,480			38,411,070

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 Income (Loss)			Accumulated Deficit			Shareholders’ Equity
	#		$		$		$			$			$			$
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		—		—		—		751,359			—			—			751,359
Restricted share units (Note 8(c))		—		—		—		15,568,208			—			—			15,568,208
Option exercise (Note 8(a))		10,000		120,511		—		(80,511	)		—			—			40,000
Loss and comprehensive income for the period	-			—		—	-				4,617,716			(18,401,362	)		(13,783,646	)

Balance, March 31, 2025		38,413,737		281,416,644		543,601		109,754,566			(76,743,578	)		(176,975,026	)		137,996,207

Balance, December 31, 2025		53,692,089		328,544,223		5,758,671		95,624,841			(73,991,935	)		(198,098,071	)		157,837,729
Deferred share units (Note 8(b))		—		—		—		367,994			—			—			367,994
Deferred share units exercised (Notes 7 and 8(b))		74,000		482,810		—		(482,810	)		—			—			—
Restricted share units (Note 8(c))		—		—		—		1,485,832			—			—			1,485,832
Restricted share units exercised (Notes 7 and 8(b))		287,500		4,312,500		—		(4,312,500	)		—			—			—
Common shares issued for equity line of credit (Note 7)		191,326		375,000		—		—			—			—			375,000
Loss and comprehensive income for the period	-			—		—	-				4,083,292			(16,824,852	)		(12,741,560	)
Balance, March 31, 2026		54,244,915		333,714,533		5,758,671		92,683,357			(69,908,643	)		(214,922,923	)		147,324,995

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)


	Three months ended March 31, 2026			Three months ended March 31, 2025
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period		(16,824,852	)		(18,401,362	)
Adjustment for:
Change in fair value of warrant liability		12,483,300			(120,400	)
Deferred income tax provision		44,416			41,908
Finance costs		375,000			—
Finance income		(222,025	)		(181,560	)
Share-based compensation		1,663,432			14,982,999
		(2,480,729	)		(3,678,415	)
Change in amounts receivable		133,809			(23,871	)
Change in prepaid expenses		392,182			(490,611	)
Change in trade payables and accrued liabilities		(972,698	)		(99,613	)
Net cash used in operating activities		(2,927,436	)		(4,292,510	)
CASH FLOWS FROM FINANCING ACTIVITIES
Option exercise		—			40,000
Principal reduction in lease liability		(50,395	)		(25,976	)
Net cash from financing activities		(50,395	)		14,024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(191,353	)		—
Exploration and evaluation assets		(2,324,025	)		(1,064,726	)
Finance income		222,025			181,560
Net cash used in investing activities		(2,293,353	)		(883,166	)
Effect of exchange rate changes on cash and cash equivalents		(26,773	)		30,735
NET DECREASE IN CASH AND CASH EQUIVALENTS		(5,297,957	)		(5,130,917	)
CASH AND CASH EQUIVALENTS, beginning of period		27,779,666			18,861,029
CASH AND CASH EQUIVALENTS, end of period		22,481,709			13,730,112
SUPPLEMENTAL INFORMATION:
Depreciation of assets capitalized to exploration and evaluation assets		33,258			32,688
Share-based compensation included in exploration and evaluation assets		190,394			1,336,568
Amendment to right of use asset and lease liability		—			40,973
Gain on lease amendment credited to exploration and evaluation assets		(5,391	)		—
Lease finance interest capitalized to exploration and evaluation assets		17,048			23,445
Shares issued for ELOC		375,000			—

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 three months ended March 31, 2026 and 2025

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 are listed in the following table:


		% Ownership
	Country of incorporation	March 31, 2026			December 31, 2025
Potassio do Brasil Ltda.	Brazil		100	%		100	%

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.

Going Concern

The preparation of the condensed interim consolidated financial statements requires an assessment of 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 $16,824,852 for the three months ended March 31, 2026 ($18,401,362 for the three months ended March 31, 2025) and as at March 31, 2026 had an accumulated deficit of $214,922,923 (December 31, 2025 - $198,098,071) and working capital of $21,766,123 as at March 31, 2026 (including cash of $22,481,709) (December 31, 2025 – working capital of $26,639,247 (including cash of $27,779,666)).

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, on October 20 and October 27, 2025, the Company closed a private placement financing. See Note 13 for additional financing completed subsequent to March 31, 2026.

However, there is no assurance that the Company will be able to fund its operating expenses or future exploration and development of its properties through either the offering of shares, raising sufficient financing, or achieving profitable operations. 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 through public and private financings, 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.

Page 6

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Basis of preparation

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, as issued by the International Accounting Standards Board (“IASB®”), (which are referred to as “IFRS”), 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, 2025.

The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 12, 2026.

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, 2025, except as noted below.

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, 2027. Many are not applicable or do not have a significant impact to the Company and have been excluded.

IFRS 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.

New accounting policies

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: Disclosures. 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 was permitted. The amendments are to be applied retrospectively. In applying the amendments, an entity is not required to restate comparative periods. Adoption of the amendments to IFRS 9 on January 1, 2026 did not have a material impact on the Company's condensed interim consolidated financial statements.

Page 7

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Property and equipment


	Vehicles		Office equipment		Furniture and fixtures		Buildings		Land		Total
Cost:
At January 1, 2026	$	34,705	$	91,524	$	17,673	$	—	$	887,168	$	1,031,070
Additions		—		10,692		—		57,051		123,610		191,353
Effect of foreign exchange		1,882		5,044		928		434		49,048		57,336
At March 31, 2026	$	36,587	$	107,260	$	18,601	$	57,485	$	1,059,826	$	1,279,759
Depreciation:
At January 1, 2026	$	34,399	$	77,170	$	10,851	$	—	$	—	$	122,420
Effect of foreign exchange		1,865		4,198		559		11		—		6,633
Depreciation charge for the period		—		1,763		125		1,426		—		3,314
At March 31, 2026	$	36,264	$	83,131	$	11,535	$	1,437	$	—	$	132,367
Net book value:
At March 31, 2026	$	323	$	24,129	$	7,066	$	56,048	$	1,059,826	$	1,147,392
At January 1, 2026	$	306	$	14,354	$	6,822	$	—	$	887,168	$	908,650


	Vehicles			Office equipment		Furniture and fixtures		Buildings		Land		Total
Cost:
At January 1, 2025	$	41,310		$	77,841	$	15,078	$	—	$	772,166	$	906,395
Additions		—			3,918		790		—		24,468		29,176
Disposals		(11,260	)		—		0		—		—		(11,260	)
Effect of foreign exchange		4,655			9,765		1,805		—		90,534		106,759
At December 31, 2025	$	34,705		$	91,524	$	17,673	$	—	$	887,168	$	1,031,070
Depreciation:
At January 1, 2025	$	41,039		$	64,471	$	9,288	$	—	$	—	$	114,798
Effect of foreign exchange		4,620			8,153		1,102		—		—		13,875
Disposals		(11,260	)		—		0		—		—		(11,260	)
Depreciation charge for the year		—			4,546		461		—		—		5,007
At December 31, 2025	$	34,399		$	77,170	$	10,851	$	—	$	—	$	122,420
Net book value:
At December 31, 2025	$	306		$	14,354	$	6,822	$	—	$	887,168	$	908,650
At January 1, 2025	$	271		$	13,370	$	5,790	$	—	$	772,166	$	791,597

Page 8

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

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, in aggregate, on inception of the leases. During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company purchased some of the rural properties, terminated the related lease, and recorded a disposal of the related leased asset and the acquisition of land included in property, plant and equipment. See Note 3.


	Cost			Amortization			Balance
Balance, December 31, 2024	$	737,506		$	(209,644	)	$	527,862
Additions		40,973			(119,380	)		(78,407	)
Disposal		(19,372	)		4,843			(14,529	)
Effect of foreign exchange		—			61,150			61,150
At December 31, 2025	$	759,107		$	(263,031	)	$	496,076
Additions		—			(29,944	)		(29,944	)
Disposal		(48,691	)		15,554			(33,137	)
Effect of foreign exchange		—			26,512			26,512
At March 31, 2026	$	710,416		$	(250,909	)	$	459,507

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 three months ended March 31, 2026, the Company recognized $17,048 (three months ended March 31, 2025 - $23,445) in interest expense related to its lease liabilities, capitalized to exploration and evaluation assets.

A reconciliation of the lease liabilities for the three months ended March 31, 2026 and the year ended December 31, 2025 is as follows:


	March 31, 2026			December 31, 2025
Balance, beginning of period	$	554,149		$	605,605
Lease amendment		—			40,973
Disposal		(38,543	)		(16,983	)
Cash outflows		(50,395	)		(229,906	)
Finance costs		17,048			83,862
Effect of foreign exchange		29,610			70,598

Balance, end of period	$	511,869		$	554,149

	March 31, 2026			December 31, 2025
Lease Liability - current	$	102,465		$	99,975
Lease Liability - non-current		409,404			454,174
	$	511,869		$	554,149

Page 9

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Exploration and evaluation assets


	March 31, 2026		December 31, 2025
Balance, beginning of period	$	138,280,668	$	118,785,555
Additions:
Mineral rights and land fees		14,209		13,014
Site operations, environmental, construction, consulting and technical costs		2,279,731		11,037,467
Share-based compensation (Note 8)		190,394		840,620
Finance costs		75,000		—
Effect of foreign exchange		4,216,266		7,604,012
Balance, end of period	$	145,056,268	$	138,280,668

Trade payables and accrued liabilities


	March 31, 2026		December 31, 2025
Trade payables	$	988,334	$	2,025,759
Accruals		681,427		597,130
Total trade payables and accrued liabilities	$	1,669,761	$	2,622,889

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 11).

Share capital

(a)

Authorized

Unlimited number of common shares without par value.

(b)

Issued


	Three months ended March 31, 2026				Year ended December 31, 2025
	Number of shares		Stated Value $		Number of shares		Stated Value $
Common shares

Balance, beginning of period		53,692,089		328,544,223		38,403,737		281,296,133

Private placement financing, net of issuance costs (Note 7)		—		—		9,450,000		11,964,919
DSU exercise (Note 8)		74,000		482,810		962,500		15,467,160
RSU exercise (Note 8)		287,500		4,312,500		900,000		13,321,000
Option exercise (Note 8)		—		—		10,000		120,511
Purchase of shares under ELOC, net of issuance costs (Note 7(b))		—		—		3,750,000		5,999,500
Issued for equity line of credit		191,326		375,000		215,852		375,000
Balance, end of period		54,244,915		333,714,533		53,692,089		328,544,223

Page 10

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share capital (continued)

(b)

Issued (continued)

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 three months ended March 31, 2026

During the three months ended March 31, 2026, 74,000 DSUs with a grant date fair value of $482,810, were exercised.

During the three months ended March 31, 2026, 287,500 RSUs with a grant date fair value of $4,312,500, were exercised.

On January 5, 2026, 191,326 common shares, with a grant date fair value of $375,000, were issued as consideration for the execution and delivery of an equity line of credit agreement (the "ELOC") with Alumni Capital LP (“Alumni Capital”). The fair value of the common shares is included in finance costs in the condensed interim consolidated statements of loss and comprehensive loss.

Activity during the year ended December 31, 2025

On October 20 and October 27, 2025, the Company closed private placement financings to certain institutional and accredited investors consisting of an aggregate of 9,450,000 Common Units and 4,550,000 Pre-Funded Units. Each Common Unit was 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 was comprised of one pre-funded warrant to purchase one common share (“Pre-Funded Warrants”) and one Common Warrant. Each Common Unit was issued at a purchase price of $2.00, and each Pre-Funded Unit was issued at a purchase price of $1.999. The Pre-Funded Warrants have an exercise price of $0.001 per common share, are 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 expire on October 20, 2030. On the closing of the private placements the Company issued 9,450,000 Common Shares, 14,000,000 Common Warrants and 4,550,000 Pre-Funded Warrants for gross proceeds of $27,997,460. The Company incurred costs of $1,989,008 in connection with the private placement of which $440,277 was allocated to the warrants in the consolidated statements of financial position and $633,638, related to warrant liability (see Note 9), were expensed to finance costs in the condensed interim consolidated statements of loss and comprehensive loss. The grant date fair value of $8,918,500 allocated to the Common Warrants was estimated using the using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; volatility based on the calibrated volatility of comparable companies of 36.2%; risk-free interest rate of 2.62%, a stock price of $2.33, based on the market price of the Company's common shares on October 17, 2025 and an expected life of 5 years. See Note 9.

On May 1, 2025 (the (“Execution Date”), the Company entered into the ELOC with Alumni Capital LP. 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 was issued and delivered, in accordance with the terms and subject to the conditions of the ELOC.

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 was included in finance costs in the condensed interim consolidated statements of loss and comprehensive loss.

Page 11

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

7. Share capital (continued)

(b) Issued (continued)

During the year ended December 31, 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.

Share-based payments

The continuity of share-based payments reserve activity during the periods was as follows:


	March 31, 2026			December 31, 2025
Balance, beginning of the period	$	95,624,841		$	93,515,510
Vesting and forfeiture of DSUs		367,994			2,321,445
Vesting of RSUs		1,485,832			40,747,669
DSU exercise		(482,810	)		(15,467,160	)
RSU exercise		(4,312,500	)		(13,321,000	)
Option exercise		—			(80,511	)
Expired options		—			(12,091,112	)
Balance, end of the period	$	92,683,357		$	95,624,841

(a)

Option plan:

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.

Page 12

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share-based payments (continued)

(a)

Option plan: (continued)

Share option transactions continuity during the periods were as follows (in number of options):


	Three months ended March 31, 2026				Year ended December 31, 2025
	Number of options		Weighted average exercise price		Number of options			Weighted average exercise price
Balance, beginning of period		75,000	$	16.00		913,125		$	10.17
Exercised		—		0.00		(10,000	)		4.00
Expired		—		0.00		(828,125	)		9.72
Balance, end of period		75,000	$	16.00		75,000		$	16.00

Activity during the three months ended March 31, 2026

There was no option activity during the three months ended March 31, 2026.

At March 31, 2026, 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

Activity during the year ended December 31, 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.

On July 20, 2025, 828,125 options with weighted average exercise prices of $9.72, expired, unexercised.

(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.

Page 13

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share-based payments (continued)

(b)

Deferred share units plan (“DSU”) (continued):

DSU transactions continuity during the periods were as follows (in number of DSUs):


	Three months ended March 31, 2026			Year ended December 31, 2025
Balance, beginning of period		3,806,083			4,102,083
Exercised		(74,000	)		(962,500	)
Granted		—			666,500
Balance, end of period		3,732,083			3,806,083

Of the 3,732,083 DSUs outstanding, 2,956,355 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 forfeited, 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 months ended March 31, 2026, the Company expensed $6,217 related to this amortization (three months ended March 31, 2025 – $6,217) of which, $1,243 (three months ended March 31, 2025 – $1,243) was capitalized to exploration and evaluation assets, with the remaining $4,974 (three months ended March 31, 2025 - $4,974) 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 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, on January 15, 2026, 25,000 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 months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $38,468) 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 September 16, 2022, the Company granted 1,250,000 DSUs. The DSUs vested immediately. During the year ended December 31, 2023, 25,000 DSUs were exercised and during the year ended December 31, 2025, 475,000 DSUs were exercised. The fair value of the DSUs at the date of grant was valued using an estimated market price of $16.00.

Page 14

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share-based payments (continued)

(b)

Deferred share units plan (“DSU”) (continued):

On May 11, 2023, the Company granted 225,000 DSUs. The DSUs vested immediately. On September 3, 2025, 50,000 DSUs were exercised. 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. On November 3, 2025, 62,500 DSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 –$nil), related to the estimated fair value of the DSUs at the date of grant charged to the 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 and on July 25, 2025, 250,000 DSUs were exercised. 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. On July 25, 2025, 125,000 of the DSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $53,416 (three months ended March 31, 2025 - $102,731) 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 August 12, 2024, the Company granted 250,000 DSUs under the Company’s 2024 Incentive Compensation 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 months ended March 31, 2026, the Company recognized an expense of $73,429 (three months ended March 31, 2025 - $603,943), 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.

On June 5, 2025, the Company granted 299,000 DSUs under the Company’s 2024 Incentive Compensation Plan to an employee and a consultant of the Company. The DSUs vest immediately on the date of grant. On March 11, 2026, 49,000 of the DSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $nil), related to the estimated fair value of the DSUs at the date of grant charged to the 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.

On December 22, 2025, the Company granted 367,500 DSUs under the Company’s 2024 Incentive Compensation Plan to directors of the Company. The DSUs vest in eight equal tranches, every three months from the date of grant. During the three months ended March 31, 2026, the Company recognized an expense of $234,932 (three months ended March 31, 2025 - $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 $1.97.

During the three months ended March 31, 2026, the total amount related to the vesting of DSUs was an expense of $367,994 (three months ended March 31, 2025 – $751,359) of which an expense of $1,243 (three months ended March 31, 2025 – $1,243) was charged to capitalized exploration and evaluation assets and an expense of $366,751 (three months ended March 31, 2025 - $750,116) is included in the condensed interim consolidated statements of loss and other comprehensive loss.

Page 15

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share-based payments (continued)

(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):


	Three months ended March 31, 2026			Year ended December 31, 2025
Balance, beginning of period		5,046,925			4,425,625
Granted		—			1,796,300
Exercised		(287,500	)		(900,000	)
Forfeit					(275,000	)
Balance, end of period		4,759,425			5,046,925

Of the 4,759,425 RSUs outstanding, 3,698,575 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. During the three months ended March 31, 2026, 125,000 of the RSUs were exercised. On November 28, 2025, 100,000 RSUs were exercised and 275,000 RSUs were forfeited and on December 8, 2025, 50,000 RSUs were exercised. The fair value of the RSUs is amortized over the vesting period. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $7,911,004) related to the estimated fair value of the RSUs of which an expense of $nil (three months ended March 31, 2025 – $1,088,964) was capitalized to exploration and evaluation assets and an expense of $nil (three months ended March 31, 2025 –$6,822,040) 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.

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. On January 27, 2026, 37,500 of the RSUs were exercised and on December 8, 2025, 50,000 RSUs were exercised. The fair value of the RSUs is amortized over the vesting period. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $246,361) 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. On February 3, 2026, 25,000 of the RSUs were exercised. During the year ended December 31, 2025, 100,000 RSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $239,088 (three months ended March 31, 2025 - $1,315,971) 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.

Page 16

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Share-based payments (continued)

(c)

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

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 year ended December 31, 2025 all 500,000 RSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $2,636,841) 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. On March 11, 2026, 100,000 of the RSUs were exercised. During the three months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $610,465) 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 months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $nil) related to the estimated fair value of the RSUs at the date of grant charged to the 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 months ended March 31, 2026, the Company recognized an expense of $nil (three months ended March 31, 2025 - $2,847,566) 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.

On December 22, 2025, the Company granted 1,285,300 RSUs to officers and consultants of the Company. The RSUs vest in four equal quarterly tranches every three months from the date of grant. During the three months ended March 31, 2026, the Company recognized an expense of $1,246,744 (three months ended March 31, 2025 - $nil) related to the estimated fair value of the RSUs at the date of grant of which $189,151 (three months ended March 31, 2025 - $nil) was capitalized to exploration and evaluation assets and $1,057,593 (three months ended March 31, 2025 - $nil) was 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 $1.97.

During the three months ended March 31, 2026, the total amount related to the vesting of RSUs was an expense of $1,485,832 (three months ended March 31, 2025 –$15,568,208) of which $189,151 (three months ended March 31, 2025 - $1,335,325) was capitalized to exploration and evaluation assets and $1,296,681 (three months ended March 31, 2025 – $14,232,883) 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 three months ended March 31, 2026 and 2025

Warrants and warrant liability

At March 31, 2026, outstanding warrants to acquire common shares of the Company were as follows:


Number of warrants		Exercise price		Expiry Date
	100,000	$	19.50	November 26, 2026
	14,000,000		3.00	October 20, 2030
	4,550,000		0.001	*
	18,650,000	$	2.36

* On October 20, 2025, the Company issued 4,550,000 Pre-Funded Warrants which are exercisable at a price of $0.001 per common share until fully exercised. The Pre-Funded Warrants do not have voting rights and are exercisable at the holder's discretion.

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:


	Three months ended March 31, 2026						Year ended December 31, 2025
	Number of warrants		Weighted average exercise price		Fair value		Number of Warrants		Weighted average exercise price		Fair value
Balance, beginning of period		14,100,000	$	3.12	$	5,559,800		100,000	$	19.50	$	132,200.00
Granted		—		—		—		14,000,000		3.00		8,918,500
Change in fair value		—		—		12,483,300		—		—		(3,490,900	)
Balance, end of period		14,100,000	$	3.12	$	18,043,100		14,100,000	$	3.12	$	5,559,800

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.

As at March 31, 2026, the fair value of the broker warrants of $600 (December 31, 2025 - $100) was estimated using the using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0% (December 31, 2025 – 0%); expected volatility based on the historical volatility of comparable companies of 81.75% (December 31, 2025 - 75.80%); risk-free interest rate of 2.59% (December 31, 2025 - 2.55%), a stock price of $3.24 (December 31, 2025 - $1.89), based the market price of the Company’s shares on March 31, 2026, and an expected life of 0.66 years (December 31, 2025 - 0.90 years).

Page 18

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

Warrants and warrant liability (continued)

Warrant Liability (continued)

On October 20, 2025 and October 27, 2025, the Company closed private placement financings to certain institutional and accredited investors consisting of an aggregate of 9,450,000 Common Units and 4,550,000 Pre-Funded Units. Each Common Unit was 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 was comprised of one pre-funded warrant to purchase one common share (“Pre-Funded Warrants”) and one Common Warrant. The Common Warrants are immediately exercisable at an exercise price of $3.00 per common share and expire on October 20, 2030. In certain circumstances, 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 5 years from the date of issuance. The fair value of the warrants of $8,918,500 on the date of grant was allocated to warrant liability in the condensed interim consolidated statements of financial position. See Note 7.

As at March 31, 2026, the fair value of the Common Warrants of $18,042,500 (December 31, 2025 - $5,559,700) was estimated using the using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0% (December 31, 2025 - 0%); expected volatility based on the historical volatility of comparable companies of 39.0% (December 31, 2025 - 36.7%); risk-free interest rate of 3.05% (December 31, 2025 - 2.96%), a stock price of $3.24 (December 31, 2025 - $1.89), based the market price of the Company’s shares on March 31, 2026, and an expected life of 4.56 (December 31, 2025 - 4.8 years). The Company's implied amortization of the day one gain on recognition of the warrant liability was $316,680 during the three months ended March 31, 2026.

Warrants - equity

Warrant transactions during the periods were as follows:


	Three months ended March 31, 2026						Year ended December 31, 2025
	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		4,550,000	$	4.00	$	5,758,671		258,188		$	4.00	$	543,601
Granted		—		—		—		4,550,000			0.001	$	5,758,671
Expired		—		—		—		(258,188	)		4.00	$	(543,601	)
Balance, end of period		4,550,000	$	4.00	$	5,758,671		4,550,000		$	4.00	$	5,758,671

During the year ended December 31, 2025, 258,188 warrants with exercise prices of $4.00 expired, unexercised.

Page 19

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

10.

Financial Risk Management Objectives and Policies

The Company’s financial instruments comprise cash and cash equivalents, other receivables, trade payables and accrued liabilities and warrant liability. 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 March 31, 2026, the Company had a cash and cash equivalents balance of $22,481,709 (December 31, 2025 - $27,779,666) to settle current liabilities of $1,779,442 (December 31, 2025 - $2,722,864).

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 March 31, 2026. 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 three months ended March 31, 2026:


	Average rate		Closing rate
CAD		0.7098		0.7174
BRL		0.1902		0.1916

A $0.01 strengthening or weakening of the US dollar against the Canadian dollar at March 31, 2026 would result in an increase or decrease in operating loss of $1,028 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 $4,447,000.

Page 20

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

10.

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 three months ended March 31, 2026 or the year ended December 31, 2025.

11.

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 March 31, 2026		Three months ended March 31, 2025
Directors & officers compensation	$	946,250	$	1,027,597
Share-based payments		1,247,084		11,608,985
	$	2,193,334	$	12,636,582

During the three months ended March 31, 2025, the Company recorded an expense of $1,247,084 (three months ended March 31, 2025 - $11,608,985) 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 March 31, 2026, 2,492,000 DSUs were granted to officers and directors of the Company of which 1,883,542 have vested, and 608,958 have not yet vested (See Note 8(b)). As of March 31, 2025, 4,112,800 RSUs were granted to officers and directors of the Company, of which 3,412,575 have vested and 700,225 have not yet vested (See Note 8(c)).

(b)

Transactions with other related parties

As at March 31, 2026, trade payables and accrued liabilities included an amount of $55,380 (December 31, 2025 - $42,233) owing to directors and officers of the Company for consulting and directors fees and $23,828 (December 31, 2025 - $nil) owing to directors and officers for expense reimbursement.

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.

Page 21

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

12.

Commitments and contingencies

The Company is party to certain management contracts. These contracts require payments of approximately $20,310,000 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 $9,128,000 pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these 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.

13.

Subsequent events

On May 4, 2026, the Company closed an underwritten public offering (the "Public Offering") consisting of 7,000,000 common shares at a price of $2.50 per share and 18,300,000 pre-funded warrants (the "Pre-funded Warrants") at a price of $2.499 per Pre-funded Warrant. Each Pre-funded Warrant is exercisable for one common share of the Company at an exercise price of $0.001 per common share, are immediately exercisable and remain exercisable until exercised in full. The Public Offering included the full exercise by the underwriters of their option to purchase an additional 3,300,000 common shares. Gross proceeds of the Public Offering were $63,231,700, before deducting commissions and other offering expenses.

On May 4, 2026, the Company issued 50,000 common shares of the Company for an RSU exercise.

Page 22

Form: 6-K

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