Brazil Potash (GRO) Registration filing summary

Company overview and business model

• Mineral exploration and development company focused on the Autazes potash mining project in Amazonas, Brazil, with technical operations in Brazil and corporate headquarters in Toronto, Canada.

• Currently in pre-revenue development, aiming to secure environmental licenses and commence construction of the Autazes Project over the next few years.

• Plans to extract and process potash ore from an underground mine and distribute the product within Brazil.

• Holds mineral rights through a wholly-owned Brazilian subsidiary, with access to 26 rural properties and leases on 13 additional properties for infrastructure and tailings.

• Operates as an emerging growth company and foreign private issuer, benefiting from reduced reporting requirements and certain exemptions under U.S. securities laws.

Financial performance and metrics

• As of April 8, 2026, public float valued at $111.6 million based on 33.2 million shares held by non-affiliates at $3.36 per share.

• Net tangible book value as of December 31, 2025, was $157.8 million, or $2.94 per share.

• Offering could increase net tangible book value to $3.11 per share, with immediate dilution of $0.38 per share to new investors at an assumed price of $3.49.

• Outstanding shares as of April 7, 2026: 54,244,915, with potential for up to 35,816,619 new shares issued in the offering.

Use of proceeds and capital allocation

• Net proceeds intended for general corporate purposes, including repayment or refinancing of debt, working capital, capital expenditures, exploration, acquisitions, and other investments.

• Management has broad discretion over allocation and timing of proceeds, which may vary based on funding needs and market conditions.