Form: 6-K

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

November 4, 2026

Documents

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil Potash Corp.

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

For the three and nine months ended September 30, 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:

 

September 30,
2026

 

 

December 31,
2025

 

ASSETS

 

 

 

 

 

 

Current

 

 

 

 

 

 

Cash and cash equivalents

 

$

68,573,622

 

 

$

27,779,666

 

Amounts receivable

 

 

162,527

 

 

 

248,570

 

Prepaid expenses

 

 

383,849

 

 

 

1,333,875

 

Total current assets

 

 

69,119,998

 

 

 

29,362,111

 

Non-current

 

 

 

 

 

 

Property and equipment (Note 3)

 

 

1,153,268

 

 

 

908,650

 

Right of use asset (Note 4)

 

 

406,238

 

 

 

496,076

 

Exploration and evaluation assets (Note 5)

 

 

155,136,187

 

 

 

138,280,668

 

Total assets

 

$

225,815,691

 

 

$

169,047,505

 

LIABILITIES

 

 

 

 

 

 

Current

 

 

 

 

 

 

Trade payables and accrued liabilities (Notes 6, 11)

 

$

1,743,422

 

 

$

2,622,889

 

Current portion of lease liability (Note 4)

 

 

109,609

 

 

$

99,975

 

Total current liabilities

 

 

1,853,031

 

 

 

2,722,864

 

Non-current

 

 

 

 

 

 

Lease liability (Note 4)

 

$

355,998

 

 

$

454,174

 

Warrant liability (Note 9)

 

 

6,385,500

 

 

 

5,559,800

 

Deferred income tax liability

 

 

2,814,901

 

 

 

2,472,938

 

Total liabilities

 

 

11,409,430

 

 

 

11,209,776

 

Equity

 

 

 

 

 

 

Share capital (Note 7)

 

 

357,675,130

 

 

 

328,544,223

 

Share-based payments reserve (Note 8)

 

 

86,334,005

 

 

 

95,624,841

 

Warrants reserve (Note 9)

 

 

48,399,826

 

 

 

5,758,671

 

Accumulated other comprehensive loss

 

 

(69,453,071

)

 

 

(73,991,935

)

Deficit

 

 

(208,549,629

)

 

 

(198,098,071

)

Total equity

 

 

214,406,261

 

 

 

157,837,729

 

Total liabilities and equity

 

$

225,815,691

 

 

$

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 November 4, 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
September 30,
2026

 

 

Three months ended
September 30, 2025

 

 

Nine months ended
September 30,
2026

 

 

Nine months ended
September 30,
2025

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Communications and promotions

 

$

387,173

 

 

$

564,040

 

 

$

1,454,941

 

 

$

2,833,705

 

Consulting and management fees (Note 11)

 

 

1,472,998

 

 

 

1,257,384

 

 

 

4,094,722

 

 

 

3,909,639

 

Foreign exchange loss (gain)

 

 

- 1,681

 

 

5,218

 

 

 

(2,596

)

 

 

(27,883

)

General office expenses

 

 

341,258

 

 

 

350,379

 

 

 

1,038,032

 

 

 

1,065,254

 

Professional fees

 

 

119,108

 

 

 

40,035

 

 

 

442,412

 

 

 

680,526

 

Share-based compensation (Notes 8, 11)

 

 

438,547

 

 

 

9,721,724

 

 

 

2,887,812

 

 

 

36,336,555

 

Travel expenses

 

 

46,734

 

 

 

46,299

 

 

 

387,351

 

 

 

388,406

 

Operating loss

 

 

2,804,137

 

 

 

11,985,079

 

 

 

10,302,674

 

 

 

45,186,202

 

Change in fair value of warrant liability (Note 9)

 

 

(985,800

)

 

 

2,400

 

 

 

825,700

 

 

 

(128,900

)

Finance costs (Note 7(b))

 

 

—

 

 

 

—

 

 

 

375,000

 

 

 

375,000

 

Finance income

 

 

(672,284

)

 

 

(81,898

)

 

 

(1,241,505

)

 

 

(388,002

)

Gain on sale of fixed assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(6,078

)

Loss for the period before income taxes

 

 

1,146,053

 

 

 

11,905,581

 

 

 

10,261,869

 

 

 

45,038,222

 

Deferred income tax provision

 

 

84,867

 

 

 

31,791

 

 

 

189,689

 

 

 

133,440

 

Loss for the period after income taxes

 

$

1,230,920

 

 

$

11,937,372

 

 

$

10,451,558

 

 

$

45,171,662

 

Other comprehensive loss (income):

 

 

 

 

 

 

 

 

 

 

 

 

Items that subsequently may be reclassified into net income:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

135,659

 

 

 

(1,882,918

)

 

 

(4,538,864

)

 

 

(10,005,902

)

Total comprehensive loss for the period

 

$

1,366,579

 

 

$

10,054,454

 

 

$

5,912,694

 

 

$

35,165,760

 

Basic and diluted loss per share

 

$

0.02

 

 

$

0.29

 

 

$

0.18

 

 

$

1.14

 

Weighted average number of common shares outstanding—basic and diluted

 

 

62,007,928

 

 

 

41,618,719

 

 

 

58,366,003

 

 

 

39,501,931

 

 

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 (Note 8(b))

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,078,985

 

 

 

—

 

 

 

—

 

 

 

2,078,985

 

Deferred share units exercised (Notes 7 and 8(b))

 

 

900,000

 

 

 

14,467,160

 

 

 

—

 

 

 

(14,467,160

)

 

 

—

 

 

 

—

 

 

 

—

 

Restricted share units (Note 8(c))

 

 

—

 

 

 

—

 

 

 

—

 

 

 

38,311,827

 

 

 

—

 

 

 

—

 

 

 

38,311,827

 

Restricted share units exercised (Notes 7 and 8(c))

 

 

575,000

 

 

 

8,446,000

 

 

 

—

 

 

 

(8,446,000

)

 

 

—

 

 

 

—

 

 

 

—

 

Option exercise (Note 8(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 7)

 

 

3,750,000

 

 

 

5,999,500

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,999,500

 

Common shares issued for equity line of credit (Note 7)

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Common shares issued in public offering (Note 7)

 

 

7,000,000

 

 

 

17,500,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17,500,000

 

Pre-funded warrants issued in public financing (Note 9)

 

 

—

 

 

 

—

 

 

 

45,731,700

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

45,731,700

 

Share issuance costs (Note 7)

 

 

—

 

 

 

(1,267,176

)

 

 

(3,090,545

)

 

 

 

 

 

 

 

 

 

 

 

(4,357,721

)

Deferred share units (Note 8(b))

 

 

—

 

 

 

—

 

 

 

—

 

 

 

712,158

 

 

 

—

 

 

 

—

 

 

 

712,158

 

Deferred share units exercised (Notes 7 and 8(b))

 

 

80,250

 

 

 

582,810

 

 

 

—

 

 

 

(582,810

)

 

 

—

 

 

 

—

 

 

 

—

 

Restricted share units (Note 8(c))

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,520,089

 

 

 

—

 

 

 

—

 

 

 

2,520,089

 

Restricted share units exercised (Notes 7 and 8(c))

 

 

1,162,575

 

 

 

11,940,273

 

 

 

—

 

 

 

(11,940,273

)

 

 

—

 

 

 

—

 

 

 

—

 

Common shares issued for equity line of credit (Note 7)

 

 

191,326

 

 

 

375,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

375,000

 

Loss and comprehensive income for the period

 

-

 

 

 

—

 

 

 

—

 

 

-

 

 

 

4,538,864

 

 

 

(10,451,558

)

 

 

(5,912,694

)

Balance, September 30, 2026

 

 

62,126,240

 

 

 

357,675,130

 

 

 

48,399,826

 

 

 

86,334,005

 

 

 

(69,453,071

)

 

 

(208,549,629

)

 

 

214,406,261

 

 

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,
2026

 

 

Nine months ended
September 30,
2025

 

 

$

 

 

$

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Loss for the period

 

 

(10,451,558

)

 

 

(45,171,662

)

Adjustment for:

 

 

 

 

 

 

Change in fair value of warrant liability

 

 

825,700

 

 

 

(128,900

)

Deferred income tax provision

 

 

189,689

 

 

 

133,440

 

Finance costs

 

 

375,000

 

 

 

375,000

 

Finance income

 

 

(1,241,505

)

 

 

(388,002

)

Gain on sale of fixed assets

 

 

—

 

 

 

(6,078

)

Share-based compensation

 

 

2,887,812

 

 

 

36,336,555

 

 

 

(7,414,862

)

 

 

(8,849,647

)

Change in amounts receivable

 

 

86,043

 

 

 

280,823

 

Change in prepaid expenses

 

 

950,023

 

 

 

1,171,506

 

Change in trade payables and accrued liabilities

 

 

(899,718

)

 

 

(1,451,137

)

Net cash used in operating activities

 

 

(7,278,514

)

 

 

(8,848,455

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds of public offering

 

 

63,231,700

 

 

 

—

 

Share issuance costs

 

 

(4,357,721

)

 

 

—

 

Purchase of shares under ELOC, net of issuance costs

 

 

—

 

 

 

5,999,500

 

Option exercise

 

 

—

 

 

 

40,000

 

Principal reduction in lease liability

 

 

(131,909

)

 

 

(147,975

)

Net cash from financing activities

 

 

58,742,070

 

 

 

5,891,525

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(196,044

)

 

 

(1,244

)

Additions to exploration and evaluation assets

 

 

(11,619,629

)

 

 

(7,023,820

)

Finance income

 

 

1,241,505

 

 

 

388,002

 

Proceeds from disposition of fixed assets

 

 

—

 

 

 

6,078

 

Net cash used in investing activities

 

 

(10,574,168

)

 

 

(6,630,984

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(95,432

)

 

 

63,735

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

40,793,956

 

 

 

(9,524,179

)

CASH AND CASH EQUIVALENTS, beginning of period

 

 

27,779,666

 

 

 

18,861,029

 

CASH AND CASH EQUIVALENTS, end of period

 

 

68,573,622

 

 

 

9,336,850

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

Depreciation of assets capitalized to exploration and evaluation assets

 

 

98,313

 

 

 

93,552

 

Share-based compensation included in exploration and evaluation assets

 

 

344,435

 

 

 

4,054,257

 

Amendment to right of use asset and lease liability

 

 

—

 

 

 

40,973

 

Gain on lease amendment credited to exploration and evaluation assets

 

 

(5,501

)

 

 

—

 

Lease finance interest capitalized to exploration and evaluation assets

 

 

47,458

 

 

 

65,078

 

Shares issued for ELOC

 

 

375,000

 

 

 

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 and nine months ended September 30, 2026 and 2025

 

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 American”) 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, 2026

 

 

December 31, 2025

 

Potassio do Brasil Ltda.

 

Brazil

 

 

100

%

 

 

100

%

 

As of August 2024, the Company has received from the Amazonas State Environmental Protection Institute 21 Installation Licenses required for the construction of the Autazes Project (the "Project") covering the mine, processing plant and port.

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 $10,451,558 for the nine months ended September 30, 2026 ($45,171,662 for the nine months ended September 30, 2025) and as at September 30, 2026 had an accumulated deficit of $208,549,629 (December 31, 2025 - $198,098,071) and working capital of $67,266,967 as at September 30, 2026 (including cash of $68,573,622) (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 American. Additionally, on October 20 and October 27, 2025, the Company closed a private placement financing and on May 4, 2026 closed a public offering.

However, there is no assurance that the Company will be able continue 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 and nine months ended September 30, 2026 and 2025

 

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, 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 November 4, 2026.

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, 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 of IFRS 18 on its consolidated financial statements and related disclosures.

 

 

 

 

 

 

 

 

 

 

 

Page 7

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

2. Basis of preparation (continued)

 

b) Material accounting policies (continued):

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 and IFRS 7 on January 1, 2026 did not have a material impact on the Company's condensed interim consolidated financial statements.

 

3.
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

 

 

—

 

 

13,620

 

 

1,763

 

 

57,051

 

 

123,610

 

 

196,044

 

Effect of foreign exchange

 

 

2,154

 

 

5,767

 

 

1,039

 

 

861

 

 

56,925

 

 

66,746

 

At September 30, 2026

 

$

36,859

 

$

110,911

 

$

20,475

 

$

57,912

 

$

1,067,703

 

$

1,293,860

 

Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2026

 

$

34,399

 

$

77,170

 

$

10,851

 

$

—

 

$

—

 

$

122,420

 

Depreciation charge for the period

 

 

—

 

 

5,882

 

 

425

 

 

4,371

 

 

—

 

 

10,678

 

Effect of foreign exchange

 

 

2,134

 

 

4,752

 

 

636

 

 

(28

)

 

—

 

 

7,494

 

At September 30, 2026

 

$

36,533

 

$

87,804

 

$

11,912

 

$

4,343

 

$

—

 

$

140,592

 

Net book value:

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2026

 

$

326

 

$

23,107

 

$

8,563

 

$

53,569

 

$

1,067,703

 

$

1,153,268

 

At January 1, 2026

 

$

306

 

$

14,354

 

$

6,822

 

$

—

 

$

887,168

 

$

908,650

 

 

 

 

 

 

 

 

Page 8

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

3. Property and equipment (continued)

 

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

)

 

—

 

 

—

 

 

—

 

 

—

 

 

(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

 

Depreciation charge for the year

 

—

 

 

4,546

 

 

461

 

 

—

 

 

—

 

 

5,007

 

Effect of foreign exchange

 

4,620

 

 

8,153

 

 

1,102

 

 

—

 

 

—

 

 

13,875

 

Disposals

 

(11,260

)

 

—

 

 

—

 

 

—

 

 

—

 

 

(11,260

)

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 9

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

4.
Right of use asset and lease liability

 

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 nine months ended September 30, 2026 and the year ended December 31, 2025, the Company purchased some of the rural properties, terminated the related leases, and recorded a disposal of the related leased assets and the corresponding 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

 

 

—

 

 

 

(87,635

)

 

 

(87,635

)

Disposal

 

 

(48,691

)

 

 

15,554

 

 

 

(33,137

)

Effect of foreign exchange

 

 

—

 

 

 

30,934

 

 

 

30,934

 

At September 30, 2026

 

$

710,416

 

 

$

(304,178

)

 

$

406,238

 

 

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, 2026, the Company recognized $47,458 (nine months ended September 30, 2025 - $65,078) 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, 2026 and the year ended December 31, 2025 is as follows:

 

 

September 30,
2026

 

 

December 31,
2025

 

Balance, beginning of period

 

$

554,149

 

 

$

605,605

 

Lease amendment

 

 

—

 

 

 

40,973

 

Disposal

 

 

(38,543

)

 

 

(16,983

)

Lease payments

 

 

(131,909

)

 

 

(229,906

)

Finance costs

 

 

47,458

 

 

 

83,862

 

Effect of foreign exchange

 

 

34,452

 

 

 

70,598

 

 

 

 

 

 

 

 

Balance, end of period

 

$

465,607

 

 

$

554,149

 

 

 

 

 

 

 

 

 

 

September 30,
2026

 

 

December 31,
2025

 

Lease Liability - current

 

$

109,609

 

 

$

99,975

 

Lease Liability - non-current

 

 

355,998

 

 

 

454,174

 

 

 

$

465,607

 

 

$

554,149

 

 

Page 10

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

5.
Exploration and evaluation assets

 

September 30, 2026

 

 

December 31,
2025

 

Balance, beginning of period

 

$

138,280,668

 

 

$

118,785,555

 

Additions:

 

 

 

 

 

 

Mineral rights and land fees

 

 

14,817

 

 

 

13,014

 

Site operations, environmental, construction, consulting and technical costs

 

 

10,342,668

 

 

 

11,037,467

 

Front-end engineering and design

 

 

1,327,407

 

 

 

—

 

Share-based compensation (Note 8)

 

 

344,435

 

 

 

840,620

 

Finance costs

 

 

75,000

 

 

 

—

 

Effect of foreign exchange

 

 

4,751,192

 

 

 

7,604,012

 

Balance, end of period

 

$

155,136,187

 

 

$

138,280,668

 

 

 

6.
Trade payables and accrued liabilities

 

 

September 30,
2026

 

 

December 31, 2025

 

Trade payables

 

$

943,597

 

 

$

2,025,759

 

Accrued liabilities

 

 

799,825

 

 

 

597,130

 

Total trade payables and accrued liabilities

 

$

1,743,422

 

 

$

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).

7.
Share capital
(a)
Authorized

Unlimited number of common shares without par value.

(b)
Issued

 

Nine months ended
September 30, 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public offering, net of issuance costs (Note 7(b))

 

 

7,000,000

 

 

 

16,232,824

 

 

 

—

 

 

 

—

 

Private placement financing, net of issuance costs (Note 7(b))

 

 

—

 

 

 

—

 

 

 

9,450,000

 

 

 

11,964,919

 

DSU exercise (Note 8)

 

 

80,250

 

 

 

582,810

 

 

 

962,500

 

 

 

15,467,160

 

RSU exercise (Note 8)

 

 

1,162,575

 

 

 

11,940,273

 

 

 

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

 

 

62,126,240

 

 

 

357,675,130

 

 

 

53,692,089

 

 

 

328,544,223

 

 

Page 11

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

7.
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 nine months ended September 30, 2026

 

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 "May 2026 Pre-funded Warrants") at a price of $2.499 per May 2026 Pre-funded Warrant. Each May 2026 Pre-funded Warrant is exercisable into one common share of the Company at an exercise price of $0.001 per common share, is immediately exercisable and remains 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. The Company paid share issuance costs of $4,272,721 in connection with the Public Offering, of which $3,090,545 was allocated to the warrants and the remaining $1,182,176 was allocated to the common shares.

 

During the nine months ended September 30, 2026, 80,250 DSUs with a grant date fair value of $582,810, were exercised.

During the nine months ended September 30, 2026, 1,162,575 RSUs with a grant date fair value of $11,940,273, 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 share 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.

 

 

 

 

 

 

 

Page 12

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

7. Share capital (continued)

(b) Issued (continued)

 

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.

 

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.

8.
Share-based payments

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

 

 

September 30, 2026

 

 

December 31, 2025

 

Balance, beginning of the period

 

$

95,624,841

 

 

$

93,515,510

 

Vesting and forfeiture of DSUs

 

 

712,158

 

 

 

2,321,445

 

Vesting of RSUs

 

 

2,520,089

 

 

 

40,747,669

 

DSU exercise

 

 

(582,810

)

 

 

(15,467,160

)

RSU exercise

 

 

(11,940,273

)

 

 

(13,321,000

)

Option exercise

 

 

—

 

 

 

(80,511

)

Expired options

 

 

—

 

 

 

(12,091,112

)

Balance, end of the period

 

$

86,334,005

 

 

$

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 13

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

8.
Share-based payments (continued)
(a)
Option plan: (continued)

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

 

 

Nine months ended
September 30, 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

 

 

—

 

 

 

—

 

 

 

(10,000

)

 

 

4.00

 

Expired

 

 

—

 

 

 

—

 

 

 

(828,125

)

 

 

9.72

 

Balance, end of period

 

 

75,000

 

 

$

16.00

 

 

 

75,000

 

 

$

16.00

 

 

Activity during the nine months ended September 30, 2026

There was no option activity during the nine months ended September 30, 2026.

At September 30, 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 14

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

8.
Share-based payments (continued)
(b)
Deferred share units plan (“DSU”) (continued):

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

 

 

Nine months ended
September 30,
2026

 

 

Year ended December 31, 2025

 

Balance, beginning of period

 

 

3,806,083

 

 

 

4,102,083

 

Exercised

 

 

(80,250

)

 

 

(962,500

)

Granted

 

 

—

 

 

 

666,500

 

Balance, end of period

 

 

3,725,833

 

 

 

3,806,083

 

 

Of the 3,725,833 DSUs outstanding, 3,054,480 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, then to June 30, 2026 and then to June 30, 2027, 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, 2026, the Company expensed $3,778 and $9,995, respectively related to this amortization (three and nine months ended September 30, 2025 – $6,356 and $18,860, respectively) of which, $169 and $1,999, respectively (three and nine months ended September 30, 2025 – $1,272 and $3,773) was capitalized to exploration and evaluation assets, with the remaining $3,022 and $7,996, respectively (three and nine months ended September 30, 2025 - $5,084 and $15,087, 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 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 May 19, 2026, 6,250 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 and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $nil and $38,468, 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 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 15

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

8.
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 vested in four equal installments over twelve months from the date of grant and 62,500 DSUs vested on October 11, 2024. On November 3, 2025, 62,500 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 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 and nine months ended September 30, 2026, the Company recognized an expense of $29,398 and $134,084, respectively (three and nine months ended September 30, 2025 - $54,603 and $255,728, 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 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 vested in four equal tranches every six months beginning on the date of grant. During the three and nine months ended September 30, 2026, the Company recognized an expense of $nil and $73,429, respectively (three and nine months ended September 30, 2025 - $267,549 and $1,260,619, 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 $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 vested immediately on the date of grant. On March 11, 2026, 49,000 of the DSUs were exercised. During the three and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $nil and $505,310, 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 $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 and nine months ended September 30, 2026, the Company recognized an expense of $108,507 and $494,650, respectively (three and nine months ended September 30, 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 and nine months ended September 30, 2026, the total amount related to the vesting of DSUs was an expense of $138,750 and $712,158, respectively (three and nine months ended September 30, 2025 – $328,508 and $2,078,985, respectively) of which an expense of $169 and $1,999, respectively (three and nine months ended September 30, 2025 – $1,272 and $3,773, respectively) was capitalized to exploration and evaluation assets and an expense of $138,581 and $710,159, respectively (three and nine months ended September 30, 2025 - $327,236 and $2,075,212, respectively) is included in the condensed interim consolidated statements of loss and other comprehensive loss.

Page 16

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

8.
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 share 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 share 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,
2026

 

 

Year ended December 31, 2025

 

Balance, beginning of period

 

 

5,046,925

 

 

 

4,425,625

 

Granted

 

 

—

 

 

 

1,796,300

 

Exercised

 

 

(1,162,575

)

 

 

(900,000

)

Forfeit

 

 

—

 

 

 

(275,000

)

Balance, end of period

 

 

3,884,350

 

 

 

5,046,925

 

 

Of the 3,884,350 RSUs outstanding, 3,563,025 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 vested on November 29, 2025 (one year from the completion of the initial public offering of the Company). During the nine months ended September 30, 2026, 262,500 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 and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $8,086,804 and $23,996,712, respectively) related to the estimated fair value of the RSUs of which an expense of $nil (three and nine months ended September 30, 2025 – $1,113,163 and $3,303,190, respectively) was capitalized to exploration and evaluation assets and an expense of $nil (three and nine months ended September 30, 2025 – $6,973,641 and $20,693,522, respectively) 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 vested on November 29, 2025 (one year from the completion of the 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 and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $251,835 and $747,294, respectively) 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 vested in four equal tranches every six months, with the first tranche vesting on the date of grant. During the nine months ended September 30, 2026, 100,000 of the RSUs were exercised. During the year ended December 31, 2025, 100,000 RSUs were exercised. During the three and nine months ended September 30, 2026, the Company recognized an expense of $23,909 and $262,997, respectively (three and nine months ended September 30, 2025 - $610,668 and $2,602,528, respectively) 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 17

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

8.
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 vested 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 and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $796,510 and $4,926,044, respectively) 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 vested on November 29, 2025 (one year from the completion of the initial public offering of the Company). On March 11, 2026, 100,000 of the RSUs were exercised. During the three and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $624,031 and $1,851,744, respectively) 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, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $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 vested in four equal quarterly tranches with the first tranche vesting on the date of grant. On May 11, 2026, 500,000 of the RSUs were exercised. During the three and nine months ended September 30, 2026, the Company recognized an expense of $nil (three and nine months ended September 30, 2025 - $389,638 and $4,187,505, respectively) 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 nine months ended September 30, 2026, 162,575 of the RSUs were exercised. During the three and nine months ended September 30, 2026, the Company recognized an expense of $353,615 and $2,257,092, respectively (three and nine months ended September 30, 2025 - $nil) related to the estimated fair value of the RSUs at the date of grant of which $53,649 and $342,436, respectively (three and nine months ended September 30, 2025 - $nil) was capitalized to exploration and evaluation assets and $299,966 and $1,914,656, respectively (three and nine months ended September 30, 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 and nine months ended September 30, 2026, the total amount related to the vesting of RSUs was an expense of $353,615 and $2,520,089, respectively (three and nine months ended September 30, 2025 –$10,759,486 and $38,311,827, respectively) of which $53,649 and $342,436, respectively (three and nine months ended September 30, 2025 - $1,364,998 and $4,050,484, respectively) was capitalized to exploration and evaluation assets and $299,966 and $2,177,653, respectively (three and nine months ended September 30, 2025 – $9,394,488 and $34,261,343, respectively) is included in the condensed interim consolidated statements of loss and other comprehensive loss.

Page 18

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

9.
Warrants and warrant liability

At September 30, 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

 

 

*

 

18,300,000

 

 

 

0.001

 

 

*

 

36,950,000

 

 

$

1.19

 

 

 

* On October 20, 2025 and May 4, 2026, the Company issued 4,550,000 and 18,300,000, respectively, Pre-Funded Warrants which are exercisable at a price of $0.001 per common share and do not expire. 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:

 

 

Nine months ended
September 30, 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

 

Granted

 

 

—

 

 

—

 

 

—

 

 

 

14,000,000

 

 

3.00

 

 

8,918,500

 

Change in fair value

 

 

—

 

 

—

 

 

825,700

 

 

 

—

 

 

—

 

 

(3,490,900

)

Balance, end of period

 

 

14,100,000

 

$

3.12

 

$

6,385,500

 

 

 

14,100,000

 

$

3.12

 

$

5,559,800

 

 

On November 29, 2024, the Company closed 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 September 30, 2026, the fair value of the broker warrants of $nil (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 70.7% (December 31, 2025 - 75.80%); risk-free interest rate of 2.32% (December 31, 2025 - 2.55%), a stock price of $2.17 (December 31, 2025 - $1.89), based the market price of the Company’s shares on September 30, 2026, and an expected life of 0.16 years (December 31, 2025 - 0.90 years).

 

 

 

 

 

 

Page 19

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

9.
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 share 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 September 30, 2026, the fair value of the Common Warrants of $6,385,500 (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 34.35% (December 31, 2025 - 36.7%); risk-free interest rate of 3.69% (December 31, 2025 - 2.96%), a stock price of $2.17 (December 31, 2025 - $1.89), based the market price of the Company’s shares on September 30, 2026, and an expected life of 4.06 (December 31, 2025 - 4.8 years). The Company's implied amortization of the day one gain on recognition of the warrant liability was $950,039 during the nine months ended September 30, 2026.

Warrants - equity

Warrant transactions during the periods were as follows:

 

 

Nine months ended
September 30, 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

 

$

0.001

 

$

5,758,671

 

 

 

258,188

 

$

4.00

 

$

543,601

 

Granted

 

 

18,300,000

 

 

0.001

 

 

42,641,155

 

 

 

4,550,000

 

 

0.001

 

$

5,758,671

 

Expired

 

 

—

 

 

—

 

 

—

 

 

 

(258,188

)

 

4.00

 

$

(543,601

)

Balance, end of period

 

 

22,850,000

 

$

0.001

 

$

48,399,826

 

 

 

4,550,000

 

$

0.001

 

$

5,758,671

 

 

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 Pre-Funded Unit is comprised of one pre-funded warrant to purchase one common share (“Pre-Funded Warrants”) and one Common Warrant. Each Pre-Funded Unit had 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. See Note 7.

 

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

 

On May 4, 2026, the Company closed an underwritten Public Offering consisting of 7,000,000 common shares at a price of $2.50 per share and 18,300,000 May 2026 Pre-funded Warrants at a price of $2.499 per May 2026 Pre-funded Warrant. Each May 2026 Pre-funded Warrant is exercisable for one common share of the Company at an exercise price of $0.001 per common share, is immediately exercisable and remains exercisable until exercised in full. See Note 7.

 

Page 20

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 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’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, 2026, the Company had a cash and cash equivalents balance of $68,573,622 (December 31, 2025 - $27,779,666) to settle current liabilities of $1,853,031 (December 31, 2025 - $2,722,864). See Note 1 - Going Concern.

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, 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 Real. 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, 2026:

 

 

Average rate

 

 

Closing rate

 

CAD

 

 

0.7098

 

 

 

0.7048

 

BRL

 

 

0.1943

 

 

 

0.1930

 

 

A $0.01 strengthening or weakening of the US dollar against the Canadian dollar at September 30, 2026 would result in an increase or decrease in operating loss of $1,811 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 $4,892,000.

Page 21

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 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 nine months ended September 30, 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
September 30,
2026

 

 

Three months ended
     September 30, 2025

 

 

Nine months ended
September 30,
2026

 

 

Nine months ended
September 30,
2025

 

Directors & officers compensation

$

921,250

 

 

$

935,068

 

 

$

2,263,750

 

 

$

2,890,670

 

Share-based payments

 

319,566

 

 

 

8,467,233

 

 

 

2,048,956

 

 

 

29,184,275

 

$

1,240,816

 

 

$

9,402,301

 

 

$

4,312,706

 

 

$

32,074,945

 

 

During the three and nine months ended September 30, 2026, the Company recorded an expense of $319,556 and $2,048,956, respectively (three and nine months ended September 30, 2025 - $8,467,233 and $29,184,275, respectively) 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, 2026, 1,617,500 DSUs were granted to officers and directors of the Company of which 1,137,813 have vested, and 479,688 have not yet vested (See Note 8(b)). As of September 30, 2025, 2,852,800 RSUs were granted to officers and directors of the Company, of which 2,661,475 have vested and 191,325 have not yet vested (See Note 8(c)).

(b)
Transactions with other related parties

 

As at September 30, 2026, trade payables and accrued liabilities included an amount of $17,500 (December 31, 2025 - $42,233) owing to directors and officers of the Company for consulting and directors fees and $7,670 (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 22

Brazil Potash Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

 

12.
Commitments and contingencies

The Company is party to certain management contracts. These contracts require payments of approximately $16,897,000 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 agreement. The Company is also committed to payments upon termination of approximately $7,896,000 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 ongoing legal proceedings cannot presently be determined.

On July 16, 2026, the Company became aware, through publicly available court records, that the Brazilian Federal Public Defender’s Office (Defensoria Pública da União) ("DPU"), acting on behalf of certain indigenous organizations opposed to the Project, had filed a Suspensão de Tutela Provisória (an application to suspend provisional relief) directly with the President of the Brazilian Supreme Federal Court (Supremo Tribunal Federal) ("STF"). Although the Company has not yet been formally served with the filing, it voluntarily appeared in the proceeding and submitted its response. The application does not constitute a new lawsuit and does not introduce any new allegations or new underlying facts. The application is a procedural request within the scope of an existing Public Civil Action that was originally filed by the Brazilian Federal Public Prosecutor’s Office in December 2016 and has been the subject of extensive litigation over the past several years. The application seeks to overturn the recent decisions of the Federal Regional Court of the First Region ("TRF-1") that were issued in favor of the Company and the Indigenous Mura Council (Conselho Indígena Mura), and to suspend installation activities related to the Project. Subsequent to the filing, the Office of the Prosecutor General (Procuradoria-Geral da República, or "PGR") issued an opinion recommending that the application not be admitted on procedural grounds. On August 18, 2026, the President of the STF rejected the application to suspend the favorable decisions issued by the TRF-1. The DPU subsequently filed an appeal against this decision. The TRF-1 decisions remain in effect pending the outcome of the appeal.

 

13.
Subsequent events

 

The Company appointed Sean Keating as Chief Legal Officer effective October 1, 2026.

 

On October 7, 2026, the Company granted 255,000 RSUs. 75,000 of the RSUs were granted to a consultant of the Company of which 25,000 vest in eight equal quarterly installments over the two year period following the signing of a powerline BOOT memorandum of understanding and 50,000 vest in eight equal quarterly installments over the two year period following the future signing of a powerline build-own-operate-transfer ("BOOT") contract. 180,000 of the RSUs were granted to Mr. Keating which vest in eight equal quarterly installments over a two year period beginning on October 1, 2026 and are subject to his continuous service through each applicable vesting date.

 

 

 

Page 23