Brazil Potash Provides Third Quarter 2026 Update as Construction Readiness and Financing Strategy Advance

Construction funding discussions continue as engineering completion remains targeted for Q2 2027.

Rhea-AI Summary

Brazil Potash (GRO) advanced Autazes construction preparations with a power agreement expected to remove approximately $33 million from upfront spending. Gera Center will fund, own and operate the plant under a 28-year agreement, with approximately $10 million in expected lifetime savings.

Engineering design covers the full project, with completion targeted for Q2 2027, a prerequisite for construction debt financing. All 21 construction licenses remain in place after Brazil’s Supreme Federal Court rejected an appeal. New Profert legislation offers potential tax relief and financing access.

September-end cash was approximately $68.6 million, versus approximately $75.7 million at June-end; the company had no debt. Nine-month net loss narrowed to approximately $10.5 million from approximately $45.2 million. Brazil Potash believes cash covers planned 2027 activities, but a construction investment decision remains subject to raising prerequisite funding.

12 points · 2 major

PositiveiHow this balance works

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1 major · 11 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Gera Center’s 28-year agreement is expected to remove approximately $33 million from upfront construction spending. 32% of market cap
• Major pointThe May 4 public offering generated approximately $59.0 million in net proceeds. 57% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Full-project engineering design is underway, with completion targeted for Q2 2027.
• Moderate pointAll 21 construction licenses remain in place after the Supreme Federal Court rejected an appeal.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Profert and SUFRAMA could exempt tens of millions in taxes and duties on expected US$2.5 billion initial capital costs.
• Moderate pointBrazil Potash continues discussions on a construction financing package, including debt and equity.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Additional infrastructure agreements under discussion would have third parties fund, build and operate project infrastructure.
• Moderate pointNine-month net loss narrowed to approximately $10.5 million from approximately $45.2 million a year earlier.
• Moderate pointSeptember-end working capital was approximately $67.3 million, with no debt.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Brazil Potash believes cash is sufficient for planned 2027 activities.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Power contract savings are expected to total approximately $10 million over its life.
• Minor point. Forward-looking: it has not happened yet and may not happen.BNDES authorization to finance domestic fertilizer production offers a potential construction funding source.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Outstanding 22,850,000 pre-funded warrants remain unexercised and would add common shares upon exercise.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Construction investment decision remains subject to raising prerequisite funding; completed engineering is required for construction debt financing.
• Minor pointCash fell to approximately $68.6 million from approximately $75.7 million at June-end, versus $27.8 million at year-end.
• Minor pointNine-month operating cash use was approximately $7.3 million.
• Minor pointNine-month investing cash use was approximately $10.6 million, primarily exploration and evaluation spending.

6 minor points

• Minor pointThird-quarter operating loss was approximately $2.8 million.
• Minor pointThird-quarter net loss was approximately $1.2 million.
• Minor pointCurrent liabilities were approximately $1.9 million at September 30, 2026.
• Minor pointCommon shares increased to 62,126,240 from 61,946,215 at June-end through restricted share unit settlements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Profert tax benefits remain under assessment and may depend on government administration and project developments.
• Minor pointInitial XRT sorting results are indicative; the small sample is not yet representative of full-scale production.

News Explained

Construction-financing discussions include debt and equity; at filing, the company reported 62,126,240 common shares outstanding and 22,850,000 unexercised pre-funded warrants outside that count, which would add shares and reduce existing holders’ ownership percentages if exercised.

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Details

Market move: GRO -4.21% vs previous close. 3Q26 earnings report

$1.59 – $1.78 Day Range

$99.69M Mkt Cap at Last Price

On Nov 5, the day this news came out, the latest delayed price for GRO is 4.21% below the previous close. Our momentum scanner has recorded 4 alerts for this stock so far that day. The latest delayed price is $1.61. Relative volume is elevated at 2.7x what this stock usually trades by this time of day.

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Key Figures

Upfront construction costs avoided: Approximately $33 million Contract-life savings: Approximately $10 million Power plant capacity: 20 MW +4 more

Upfront construction costs avoided

Approximately $33 million

Gera Center power agreement

Contract-life savings

Approximately $10 million

Gera Center power agreement

Power plant capacity

20 MW

Modular plant under the Gera Center agreement

Power agreement term

28 years

Build-own-operate agreement with Gera Center

Full-project FEED completion target

Q2 2027

Engineering completion; described as a prerequisite for construction debt financing

Cash and cash equivalents

Approximately $68.6 million

As of September 30, 2026

Nine-month net loss

Approximately $10.5 million

Nine months ended September 30, 2026; compared with approximately $45.2 million a year earlier

Historical Context

4 past events · Latest: Oct 13

4 events

1. Oct 13

   XRT sorting tests

   24h Move

   +5.6%

   Initial small-sample sorting tests suggested potential to increase production or extend mine life.

2. Sep 14

   Power contract

   24h Move

   -0.4%

   Signed 28-year Gera Center power contract, removing $33 million from upfront project costs.

3. Sep 10

   Profert legislation

   24h Move

   +0.4%

   Reported Brazilian Profert legislation and potential tax benefits and BNDES construction financing.

4. Aug 21

   Court ruling

   24h Move

   -0.8%

   Supreme Federal Court rejected a petition seeking to halt permits and project development.

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

Key Terms

front-end engineering design, build-own-operate-transfer (boot), at-the-market equity distribution agreement, pre-funded warrants

4 terms

front-end engineering design technical

"Front-end engineering design (“FEED”) now covers the full Project"

Front-end engineering design is the early, detailed planning phase of a capital project when engineers create the core blueprints, scope, and cost and schedule estimates that guide construction and procurement. For investors, it matters because a thorough front-end design reduces uncertainty about total costs, timing, and technical risks—similar to having a detailed house plan and budget before breaking ground—so it helps assess whether a project is likely to stay on time and on budget.

build-own-operate-transfer (boot) technical

"build-own-operate-transfer (“BOOT”) agreements"

A build-own-operate-transfer (BOOT) arrangement is a project model where a private party pays to build and run an infrastructure asset (like a power plant, road, or hospital) for a set period, then hands ownership to the public sector. It matters to investors because they fund construction and collect operating cash flow until transfer, so returns depend on the contract length, user fees, and how political or regulatory risks affect the asset’s revenue and final handover value.

at-the-market equity distribution agreement financial

"at-the-market equity distribution agreement, which provides for sales of up to $125 million"

An at-the-market equity distribution agreement is a standing arrangement between a company and a broker to sell newly issued shares directly into the open market at prevailing prices, usually in small increments over time. Investors care because it can provide a flexible, relatively fast way for a company to raise cash without a large one-time offering, but it also increases the supply of shares and can dilute existing holdings or put downward pressure on the stock price.

pre-funded warrants financial

"The Company’s 22,850,000 outstanding pre-funded warrants"

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.

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

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• Third quarter milestones included a definitive power agreement that removes approximately $33 million of upfront costs from the construction budget and enactment of new Brazilian legislation, Profert, favorable to the Company
  
• Front End Engineering Design coverage now spans the full Project, with completion targeted for Q2 2027, a prerequisite for construction debt financing
  
• The Company continues to make progress on a construction debt financing package with a multilateral bank and Export Credit Agencies
  
• Cash and cash equivalents of approximately $68.6 million at September 30, 2026; nine-month net loss of approximately $10.5 million
  

MANAUS, Brazil, Nov. 05, 2026 (GLOBE NEWSWIRE) -- Brazil Potash Corp. (“Brazil Potash” or the “Company”) (NYSE American: GRO), a critical mineral exploration and development company advancing the Autazes Potash Project (the “Autazes Project” or “Project”) in Amazonas State, Brazil, today provided an update on the third quarter of 2026 in conjunction with the filing of its condensed interim consolidated financial statements and management’s discussion and analysis for the three and nine months ended September 30, 2026.

“The Autazes Project continues to be de-risked, and the third quarter demonstrates that,” said Matt Simpson, Chief Executive Officer of Brazil Potash. “Through our strategy to have third parties build major non-core infrastructure to reduce construction financing through BOOT (Build-Own-Operate-Transfer) contracts, we save approximately $33 million of upfront costs for the modular power plant with our Gera Center agreement. The Brazilian government’s new Profert legislation has potential financial benefits for the Project that we continue to review. A challenge to our licenses was also rejected by the courts during the quarter. Looking ahead, we continue to progress discussions on a construction financing package.”

Third Quarter Highlights

• Power: Signed a definitive 28-year build-own-operate agreement with Gera Center, under which Gera Center will fund, own and operate a 20 MW modular power plant. The plant is expected to provide power needed for construction and then serve as backup power for the mine. The Company expects the arrangement to take approximately $33 million out of upfront construction spending and to save approximately $10 million over the life of the contract.

• Engineering and Project Site Developments: Front-end engineering design (“FEED”) now covers the full Project, including the mine shaft and underground development scope awarded in June to WSP UK Ltd., supported by Redpath Deilmann Mining Inc. as subconsultant, with completion targeted for Q2 2027. On-site training programs began, geotechnical drilling arrangements advanced, and the Company continued third-party construction debt diligence.

• Government Support: Brazil signed “Profert”, legislation aimed to encourage domestic fertilizer production, into law. Together with the Project’s existing Manaus Free Trade Zone (“SUFRAMA”) tax benefit, Profert offers at least two potential benefits for the Project:
  • Lower construction costs: The Company is in the process of analyzing the legislation to assess the potential benefit to the Project.  It estimates the two programs could exempt tens of millions in federal taxes and import duties on the Project’s expected US$2.5 billion initial capital cost. Potential future developments in how the government administers the new legislation as well as developments with the Project may also affect the benefit to the Project
  • A new source of construction financing: Brazil’s national development bank (“BNDES”) is now authorized to finance new domestic fertilizer production. On August 26, the government announced R$4 billion in additional BNDES-administered financing and working-capital support for the fertilizer sector. This funding could be at favorable interest rates and other terms.

• Construction Licenses Upheld. In August, Brazil’s Supreme Federal Court rejected an appeal of recent decisions of the Federal Regional Court of the First Region in support of the Company, leaving in place all 21 licenses required for construction of the Project (“Construction Licenses”) including the mine, processing plant, port and supporting infrastructure. This preserved prior rulings upholding the Project’s Indigenous consultation process. In September 2023, 34 of 36 Mura villages participated and over 90% of participating villagers voted to support the Project.

Construction and Financing Update

All 21 Construction Licenses, including those for the processing plant and port, are in place, and recent court decisions have preserved prior rulings upholding those licenses and the Indigenous consultation process as described above.

Brazil Potash continues to pursue its strategy of reducing the capital it must raise before production by having specialized partners fund, build and operate major infrastructure under build-own-operate and build-own-operate-transfer (“BOOT”) agreements. In addition to the Gera Center agreement announced during the quarter, the Company is in discussions with other third parties on additional infrastructure packages.

Since quarter-end, the Company reported initial results from AI-powered X-ray Transmission (XRT) sorting testwork that suggest potential to increase production and/or extend mine life. Due to the small sample tested, the results are indicative and cannot yet be regarded as representative of full-scale mine production. The Company intends to perform additional testwork and further engineering and economic analysis to consider implementation at the Project

Financial Position

As of September 30, 2026, Brazil Potash had cash and cash equivalents of approximately $68.6 million and working capital of approximately $67.3 million, compared with cash and cash equivalents of approximately $27.8 million at December 31, 2025, and approximately $75.7 million at June 30, 2026. The increase since year-end was due primarily to net proceeds of approximately $59.0 million from the public offering that closed on May 4, 2026. Current liabilities were approximately $1.9 million, and the Company had no debt.

For the nine months ended September 30, 2026, net cash used in operating activities was approximately $7.3 million and net cash used in investing activities, primarily exploration and evaluation spending, was approximately $10.6 million. Net loss for the period was approximately $10.5 million, compared with approximately $45.2 million a year earlier, primarily due to lower share-based compensation and higher finance income. For the third quarter, operating loss was approximately $2.8 million and net loss was approximately $1.2 million.

The Company believes its cash on hand is sufficient to cover its planned activities for 2027 which includes making a final investment decision to start construction subject to raising prerequisite funding. The Company continues discussions on a financing package for the Project construction, including debt and equity components.

Corporate Updates

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

Effective on or about Monday, November 9^th, the Company will be changing the address of its head office to 365 Bay St. Ste 800, Toronto, ON M5H 2V1.

Share Count and Capital Structure

As of filing, Brazil Potash had 62,126,240 common shares issued and outstanding, compared with 61,946,215 at June 30, 2026, with the increase reflecting the settlement of restricted share units. The Company’s 22,850,000 outstanding pre-funded warrants, do not expire and carry no voting rights, remain unexercised and are not included in the common share count until exercised.   The Company has not used its at-the-market equity distribution agreement, which provides for sales of up to $125 million, since establishing it in April 2026, and has not sold any shares under its equity line of credit in 2026.

Market Backdrop

During the quarter, multiple multilateral development banks and international financial institutions, including the Inter-American Development Bank Group and the World Bank Group, issued a joint statement on strengthening fertilizer supply chains that called for increased financing across fertilizer production, processing, storage, transportation and other critical infrastructure.   This press release can be accessed using this link: https://www.worldbank.org/en/news/statement/2026/08/31/joint-statement-by-the-multilateral-development-banks-and-international-financial

Brazil Potash remains focused on advancing construction financing and moving the Autazes Project toward construction.

Brazil Potash’s condensed interim consolidated financial statements and management’s discussion and analysis for the three and nine months ended September 30, 2026 are available on SEC.gov and at ir.brazilpotash.com.

About Brazil Potash

Brazil Potash (NYSE American: GRO) (www.brazilpotash.com), through its subsidiary Potássio do Brasil, is developing the Autazes Project to supply potash to one of the world's largest agricultural exporters. Brazil is critical for global food security, with among the highest amounts of fresh water and arable land and an ideal climate for year-round crop growth, yet the country imported approximately 96% of the potash it consumed in 2025 despite hosting what is anticipated to be one of the world's largest undeveloped potash basins. The potash produced will be transported primarily using low-cost river barges on an inland river system in partnership with Amaggi (www.amaggi.com.br), one of Brazil's largest farmers and logistical operators of agricultural products.  

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of applicable Canadian securities laws and as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995, which are statements that are not historical facts. All statements, other than statements of historical facts, included herein and in public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, as well as the assumptions on which such statements are based, are forward-looking statements, and include but are not limited to the expected reduction in upfront construction spending from the Gera Center agreement, the potential benefits of the Profert and SUFRAMA for the Project, the expected progress towards other BOOT contracts and construction financing, the indicative results of the XRT sorting testwork and its potential to increase production or extend mine life and the sufficiency of the Company’s cash to fund its planned activities for 2027 and the change of the company’s head office address as well as the Company’s future business strategy, plans and goals, timelines and anticipated achievements, and growth of our business.

These forward-looking statements, along with terms such as "anticipate," "expect," "intend," "may," "will," "should," and other comparable terms, involve risks and uncertainties, many of which are beyond the control of the Company, including those described in the "Risk Factors" section of the Company's annual report on Form 20-F filed with the Securities and Exchange Commission and other filings. These risks include, but are not limited to, risks related to changes in our operations; uncertainties concerning estimates, including of the results of the XRT sorting testwork described herein; industry-related risks including fluctuations in potash supply and demand; timing and amount of capital expenditures; the commercial success of, and risks related to, our development activities and other operational risks; political or economic developments; uncertainties and risks related to the capital markets and ability to raise additional funds for project construction; unexpected geological or environmental conditions; changes in government legislation and regulations; success in obtaining required licenses and permits, and risks related to legal, regulatory and licensing proceedings, including further appeals or challenges relating to the Autazes Project.  

All forward-looking statements in this news release are based on the opinions and estimates of management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control or predict. Certain material assumptions regarding such forward-looking statements are discussed in this news release, the Company’s most recent annual report on Form 20-F and the Technical Report, Update of the Autazes Potash Project – Pre-Feasibility Study dated October 14, 2022, available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition to, and subject to, such assumptions, the forward-looking statements in this news release are also subject to the following assumptions: (1) the Company being able to obtain construction debt, equity and other financing for the Autazes Project on acceptable terms and within expected timelines; (2) the Company’s environmental licenses, permits and authorizations remaining in force, and further appeals or challenges relating to the Autazes Project being resolved consistent with the Company’s current expectations; (3) relationships with the Mura Indigenous people and other local communities being consistent with the Company’s current expectations; (4) political, legal and regulatory developments in Brazil, including the implementation of Profert and the Company’s existing SUFRAMA tax benefit, being consistent with the Company’s current expectations; (5) build-own-operate and build-own-operate-transfer counterparties, including Gera Center, performing their obligations as expected; (6) front-end engineering design being completed within expected timelines and without material changes in scope or cost; (7) capital and operating costs, including equipment, labour and materials, increasing on a basis consistent with the Company’s current expectations; (8) the exchange rate between the Brazilian real and the U.S. dollar, and potash prices, being approximately consistent with current levels and expectations; (9) offtake counterparties performing their obligations under existing agreements; and (10) the results of the Technical Report, and of ongoing testwork and studies, being realized.

Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, unless required by law.  

Technical information

The scientific and technical information contained in this news release has been reviewed and approved by Matt Simpson, Chief Executive Officer of the Company. Mr. Simpson is a Professional Engineer and a member of the Professional Engineers of Ontario. He is a Qualified Person as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").

Contact:

Brazil Potash Investor Relations

info@brazilpotash.com

FAQ

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

What does Brazil Potash’s Gera Center power agreement provide?

Gera Center will fund, own and operate a 20 MW modular power plant under a 28-year agreement. The plant is expected to supply construction power and later serve as mine backup power. Brazil Potash expects approximately $33 million less upfront construction spending and approximately $10 million in savings over the contract’s life.

When does Brazil Potash target completion of Autazes engineering?

Brazil Potash targets completion of full-project front-end engineering design for Q2 2027. Completion is a prerequisite for construction debt financing. The scope includes the mine shaft and underground development awarded to WSP UK, supported by Redpath Deilmann Mining as subconsultant.

What do Brazil Potash’s initial XRT sorting tests mean for Autazes?

Initial X-ray transmission sorting tests suggest potential to increase production and/or extend mine life, but the small sample means results are indicative, not yet representative of full-scale production. Brazil Potash intends additional testing and engineering and economic analysis before considering implementation.

Has Brazil Potash used its at-the-market program or equity line in 2026?

Brazil Potash has not used its at-the-market equity distribution agreement since establishing it in April 2026 and has sold no shares under its equity line of credit in 2026. The at-the-market agreement permits sales of up to $125 million.