Brazil Potash Announces Closing of $63.3 Million Public Offering of Common Shares and Pre-Funded Warrants, Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

Brazil Potash (NYSE American: GRO) closed an underwritten public offering raising approximately $63.3 million gross on May 4, 2026.

Rhea-AI Summary

Brazil Potash (NYSE American: GRO) closed an underwritten public offering raising approximately $63.3 million gross on May 4, 2026. The offering sold 7,000,000 common shares at $2.50 and pre-funded warrants to purchase up to 18,300,000 shares at $2.499, including full exercise of a 3,300,000 share underwriters' option.

Net proceeds are intended for working capital and general corporate purposes; Canaccord Genuity led the offering and the shelf registration on Form F-3 was effective April 16, 2026.

Positive

• Aggregate gross proceeds of approximately $63.3 million
• Full exercise of underwriters' 3,300,000 share option
• Pre-funded warrants enabling immediate capital receipt

Negative

• Proceeds usage limited to working capital and general corporate purposes
• Offering will cause share count dilution if warrants exercised

Argus May 5 session

+5.68% close to close 1.2x rel. volume Open Argus

Details

News Market Reaction – GRO

On May 5, the first trading day after this news, GRO closed 5.68% above the previous close.

Data tracked by StockTitan Argus for the May 5 session.

Key Figures

Gross offering proceeds: $63.3 million Common shares offered: 7,000,000 shares Offering price: $2.50 per share +5 more

Gross offering proceeds

$63.3 million

Aggregate gross proceeds from May 4, 2026 public offering

Common shares offered

7,000,000 shares

Common shares in May 4, 2026 underwritten offering

Offering price

$2.50 per share

Public offering price for common shares

Pre-funded warrants

18,300,000 warrants

Pre-funded warrants to purchase common shares at $2.499 each

Warrant exercise price

$0.001 per share

Exercise price for each pre-funded warrant

Underwriters’ option

3,300,000 shares

Additional common shares from full option exercise

Shelf registration size

$250,000,000

Total securities registered under Form F-3 shelf

ATM program size

$125,000,000

Common shares under ATM prospectus supplement within shelf

Previous Offering Reports

2 past events · Latest: May 01

Same Type 2 events

1. May 01

   Offering pricing

   24h Move

   -10.9%

   Priced equity and pre-funded warrant offering of about $55M under F-3 shelf.

2. Apr 30

   Offering announcement

   24h Move

   -10.9%

   Proposed underwritten offering of shares and pre-funded warrants for capital needs.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, underwritten public offering, exercise price, underwriters’ option, +4 more

8 terms

pre-funded warrants financial

"in lieu of common shares to certain investors, pre-funded warrants to purchase up to"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten public offering financial

"today announced the closing of its previously announced underwritten public offering of"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

exercise price financial

"less the $0.001 per share exercise price for each pre-funded warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

underwriters’ option financial

"included the full exercise by the underwriters of their option to purchase an additional"

An underwriters’ option is a provision in a securities offering that lets the group selling the new shares buy a fixed extra amount (often up to 15%) from the issuer after the sale. It acts like a short-term safety valve: if demand is strong, underwriters exercise the option and supply extra shares; if the price falls, they can use the option to stabilize the market. For investors this matters because it affects how many shares come to market, potential short-term dilution, and post-offering price stability—similar to having a reserve supply to smooth out sudden swings.

shelf registration statement regulatory

"The offering was made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-294964) that was declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus relating to the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

public offering financial

"closing of its previously announced underwritten public offering of 7,000,000 common shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MANAUS, Brazil, May 04, 2026 (GLOBE NEWSWIRE) -- Brazil Potash Corp. (“Brazil Potash” or the “Company”) (NYSE American: GRO), a mineral exploration and development company advancing the Autazes potash project in Amazonas State, Brazil (the “Autazes Project” or “Project”), today announced the closing of its previously announced underwritten public offering of 7,000,000 common shares at a public offering price of $2.50 per share and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 18,300,000 common shares at a public offering price of $2.499 per pre-funded warrant, which represents the per share public offering price for the common shares less the $0.001 per share exercise price for each pre-funded warrant. The offering included the full exercise by the underwriters of their option to purchase an additional 3,300,000 common shares. All common shares and pre-funded warrants were offered by Brazil Potash.

Aggregate gross proceeds from the offering, including the full exercise of the option to purchase additional common shares, were approximately $63.3 million, before deducting underwriting discounts and commissions and other offering expenses.

Canaccord Genuity acted as the lead book-running manager for the offering. Roth Capital Partners acted as joint book-running manager. ArcStone Kingswood, a division of Kingswood Capital Partners, H.C. Wainwright & Co., and Titan Partners, a division of American Capital Partners, acted as co-managers for the offering.

Brazil Potash intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The offering was made pursuant to a shelf registration statement on Form F-3 (File No. 333-294964) that was declared effective by the Securities and Exchange Commission (“SEC”) on April 16, 2026. A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available for free on the SEC’s website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Canaccord Genuity LLC, Attention: Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by telephone at (617) 371-3900, or by email at prospectus@cgf.com or from Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660 or by email at rothecm@roth.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Brazil Potash

Brazil Potash (NYSE American: GRO) is developing the Autazes Project to supply vital fertilizer to one of the world’s largest agricultural exporters. Brazil is critical for global food security as the country has amongst the highest amounts of fresh water, arable land, and an ideal climate for year-round crop growth, but it is vulnerable as it imported over 95% of its potash fertilizer in 2025, despite having what is anticipated to be one of the world’s largest undeveloped potash basins in its own backyard. The potash produced will be transported primarily using low-cost river barges on an inland river system in partnership with Amaggi, one of Brazil’s largest farmers and logistical operators of agricultural products. With an initial planned annual potash production of up to 2.4 million tons per year, Brazil Potash’s management believes it could potentially supply approximately 20% of the current potash demand in Brazil while concurrently mitigating approximately 1.4 million tons per year of GHG emissions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements about the anticipated use of proceeds from the offering. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with the Company’s business and finances in general, including the risks and uncertainties in the section captioned “Risk Factors” in the final prospectus supplement related to the offering that was filed with the SEC and the Form 20-F filed with the SEC on March 23, 2026. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Brazil Potash Investor Relations

info@brazilpotash.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Brazil Potash (GRO) raise in the May 4, 2026 public offering?

Brazil Potash raised approximately $63.3 million in gross proceeds. According to the company, this total includes common shares sold, pre-funded warrants issued, and the full exercise of the underwriters' option.

What securities did Brazil Potash sell in the offering under symbol GRO?

The company sold 7,000,000 common shares and pre-funded warrants to buy up to 18,300,000 shares. According to the company, pre-funded warrants priced at $2.499 reflect the per-share offering minus a $0.001 exercise price.

Who managed the Brazil Potash (GRO) May 2026 offering and where was it registered?

Canaccord Genuity led the offering with Roth Capital Partners as joint book-runner and several co-managers. According to the company, the offering was made under a Form F-3 shelf registration declared effective April 16, 2026.

How does the offering affect Brazil Potash (GRO) shareholder dilution?

Shareholder dilution may occur if pre-funded warrants and option shares are exercised, increasing outstanding share count. According to the company, the offering included pre-funded warrants for up to 18,300,000 shares and a 3,300,000 share option exercise.

What will Brazil Potash (GRO) use the net proceeds from the offering for?

The company intends to use net proceeds for working capital and other general corporate purposes. According to the company, no specific projects or allocations were disclosed in the announcement.