Brazil Potash (GRO) updates 20-F/A to add auditor and expert consents

Rhea-AI Filing Summary

Brazil Potash Corp. filed an amended Form 20-F/A for the year ended December 31, 2025. The amendment is narrowly focused on updating the exhibits list to add consents that were mistakenly left out of the original annual report.

The company added the consent of its independent registered public accounting firm, MNP LLP, and consents from third-party qualified persons ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH and L&M Assessoria as Exhibits 23.1, 23.2, and 23.3. Other disclosures from the original Form 20-F remain unchanged and are not updated for subsequent events.

Key Figures

Shares outstanding: 53,692,089 ordinary shares

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Shares outstanding 53,692,089 ordinary shares As of December 31, 2025

Key Terms

Form 20-F/A, Emerging Growth Company, independent registered public accounting firm, Inline XBRL, +1 more

5 terms

Form 20-F/A regulatory

"This Amendment No. 1 on Form 20-F/A (the “Amended Annual Report”)"

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

Emerging Growth Company regulatory

"Large accelerated filer ... Non-accelerated filer ... Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"consent of the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Inline XBRL technical

"Inline XBRL Instance Document ... Cover Page Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

confidential treatment request regulatory

"filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request"

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Accepted by SEC EDGAR 04/07/2026 - 05:25 PM Learn about SEC filing dates

FAQ

What is Brazil Potash Corp. (GRO) changing in this Form 20-F/A?

Brazil Potash Corp. is amending its annual report to update the exhibits list. The amendment adds missing consents from its independent auditor and third-party qualified persons, without changing the underlying financial or business disclosures.

Why did Brazil Potash Corp. (GRO) file an Amendment No. 1 to its 2025 Form 20-F?

The company filed Amendment No. 1 to correct an omission in the original annual report. It adds the auditor’s consent and two third-party expert consents as exhibits, which are required to accompany the previously filed technical and financial information.

Does this Brazil Potash (GRO) Form 20-F/A change 2025 financial results?

The amendment does not change 2025 financial results or business descriptions. It only revises the exhibit table to include three consents, leaving all other disclosures from the original Form 20-F exactly as previously filed.

Which new exhibits were added in Brazil Potash’s (GRO) amended filing?

The amended filing adds Exhibit 23.1, the consent of MNP LLP, and Exhibits 23.2 and 23.3, consents from ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH and L&M Assessoria. These support prior audit and technical report disclosures.

How many Brazil Potash (GRO) ordinary shares were outstanding at December 31, 2025?

Brazil Potash Corp. reports 53,692,089 ordinary shares outstanding as of December 31, 2025. This figure provides context on the company’s equity base but is not itself changed by the amended filing.

Which stock exchange are Brazil Potash Corp. (GRO) shares listed on?

The company’s common shares, with no par value, are registered for trading under the symbol GRO on the NYSE American exchange. This listing information appears in the registration details section of the document.

trueFY0001472326 0001472326 2025-01-01 2025-12-31 0001472326 2025-12-31 0001472326 dei:BusinessContactMember 2025-01-01 2025-12-31 xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from       to      

Commission File No.: 001-42423

BRAZIL POTASH CORP.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Ontario, Canada		198 Davenport Road Toronto, Ontario, Canada Tel: +1 (416) 309-2963
(Jurisdiction of incorporation or organization)		(Address of principal executive offices)

Matthew Simpson

Chief Executive Officer

+1 (416) 309-2963

info@brazilpotash.com

198 Davenport Road

Toronto, Ontario, Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered		Trading Symbol(s)		Name of each exchange on which each class is to be registered
Common shares, no par value		GRO		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: 53,692,089 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer		☐		Accelerated filer		☐		Non-accelerated filer		☐
								Emerging Growth Company		☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐		International Financial Reporting Standards as issued						Other ☐
		by the International Accounting Standards Board		☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

Auditor firm Id: 1930, Auditor name: MNP LLP, Auditor location: Mississauga, Canada

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amended Annual Report”) amends the Annual Report on Form 20-F of Brazil Potash Corp. (the “Company” or “we”) for the year ended December 31, 2025 (the “Original Form 20-F”), filed on March 23, 2026, with the Securities and Exchange Commission (the “SEC”). The only changes made to the Original Form 20-F are to revise the Exhibit Table to include the consent of the Company’s independent registered public accounting firm and the consents of third-party qualified persons on Exhibits 23.1, 23.2, and 23.3, which were erroneously omitted from the previous filing.

Except as noted above, the Company has not modified, or updated disclosures presented in this Amended Annual Report. Accordingly, the Amended Annual Report does not reflect events occurring after the Original Form 20-F or modify or update those disclosures affected by subsequent events.

TABLE OF CONTENTS

PART III
ITEM 19.		EXHIBITS.

ITEM 19. EXHIBITS.

Exhibit No.		Exhibit Description
1.1		Articles of Incorporation of Brazil Potash Corp. (included as Exhibit 3.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
1.2		Articles of Amendment (to Articles of Incorporation) of Brazil Potash Corp., dated October 18, 2024 (included as Exhibit 3.2 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporate herein by reference).
1.3		Bylaws of Brazil Potash Corp. (included as Exhibit 3.3 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporate herein by reference).
2.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (inculded as Exhibit 2.1 to our Form 20-F filed with the SEC on March 28, 2025, and incorporated herein by reference).
2.2		For of Common Warrant (included as Exhibit 4.1 to our Form 6-K filed with the Securities and Exchange Commission on October 23, 2025, and incorporated herein by reference).
2.3		Form of Pre-Funded Warrant (included as Exhibit 4.2 to our Form 6-K filed with the Securities and Exchange Commission on October 23, 2025, and incorporated herein by reference).
4.1†		Independent Contractor Agreement, dated as of October 1, 2009, between Brazil Potash Corp. and Forbes & Manhattan, Inc. (included as Exhibit 10.9 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.2†		Amendment to Independent Contractor Agreement, dated as of September 1, 2011, between Brazil Potash Corp. and Forbes & Manhattan, Inc. (included as Exhibit 10.10 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.3†		Amendment to Independent Contractor Agreement, dated as of February 1, 2015, between Brazil Potash Corp. and Forbes & Manhattan, Inc. (included as Exhibit 10.11 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.4†		Amendment to Independent Contractor Agreement, dated as of September 11, 2024, between Brazil Potash Corp. and Forbes & Manhattan, Inc. (included as Exhibit 10.12 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.5†		Independent Contractor Agreement, dated as of January 1, 2014, between Brazil Potash Corp. and Neil Said (included as Exhibit 10.13 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.6†		Amendment to Independent Contractor Agreement, dated as of November 1, 2021, between Brazil Potash Corp. and Neil Said (included as Exhibit 10.14 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).

4.7†		Amendment to Independent Contractor Agreement, dated as of January 16, 2025, between Brazil Potash Corp. and Neil Said (included as Exhibit 4.7 to our Form 20-F filed with the Securities and Exchange Commission on March 28, 2025, and incorporated herein by reference).
4.8†		Independent Contractor Agreement, dated as of August 1, 2014, between Brazil Potash Corp. and Ryan Ptolemy (included as Exhibit 10.15 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.9†		Amendment to Independent Contractor Agreement, dated as of November 1, 2021, between Brazil Potash Corp. and Ryan Ptolemy (included as Exhibit 10.16 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.10†		Amendment to Independent Contractor Agreement, dated as of January 16, 2025, between Brazil Potash Corp. and Ryan Ptolemy (included as Exhibit 4.10 to our Form 20-F filed with the Securities and Exchange commission on March 28, 2025, and incorporated herein by reference).
4.11†		Independent Contractor Agreement, dated as of February 1, 2015, between Brazil Potash Corp. and Iron Strike Inc. (included as Exhibit 10.17 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.12†		Service Agreement, dated as of September 16, 2021, between Potássio do Brasil Ltda. and J. Mendo Consultoria Empresarial Ltda. [English translation] (included as Exhibit 10.18 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.13		Loan Agreement, dated as of June 15, 2020, between Brazil Potash Corp. and 2227929 Ontario Inc. (included as Exhibit 10.19 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.14		Maturity Date Extension, dated December 17, 2020, between 2227929 Ontario Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and 2227929 Ontario Inc. (included as Exhibit 10.20 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.15		Maturity Date Extension, dated September 30, 2021, between 2227929 Ontario Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and 2227929 Ontario Inc. (included as Exhibit 10.21 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.16		Loan Agreement, dated as of July 2, 2020, between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.22 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.17		Maturity Date Extension, dated February 9, 2021, between Aberdeen International Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.23 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.18		Maturity Date Extension, dated September 30, 2021, between Aberdeen International Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.24 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).

4.19		Loan Agreement, dated as of April 1, 2021, between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.25 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.20		Maturity Date Extension, dated September 30, 2021, between Aberdeen International Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.26 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.21		Loan Agreement, dated as of August 4, 2021, between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.27 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.22		Maturity Date Extension, dated September 30, 2021, between Aberdeen International Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Aberdeen International Inc. (included as Exhibit 10.28 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.23		Loan Agreement, dated as of October 22, 2020, between Brazil Potash Corp. and Sulliden Mining Capital Inc. (included as Exhibit 10.29 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.24		Maturity Date Extension, dated February 10, 2021, between Sulliden Mining Capital Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Sulliden Mining Capital Inc. (included as Exhibit 10.30 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.25		Maturity Date Extension, dated September 30, 2021, between Sulliden Mining Capital Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Sulliden Mining Capital Inc. (included as Exhibit 10.31 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.26		Loan Agreement, dated as of February 26, 2021, between Brazil Potash Corp. and Greenway Investments International Ltd. (included as Exhibit 10.32 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.27		Maturity Date Extension, dated September 30, 2021, between Greenway Investments International Ltd. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Greenway Investments International Ltd. (included as Exhibit 10.33 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.28		Loan Agreement, dated as of May 5, 2021, between Brazil Potash Corp. and Newdene Gold Inc. (included as Exhibit 10.34 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.29		Maturity Date Extension, dated September 30, 2021, between Newdene Gold Inc. and Brazil Potash Corp., amending Loan Agreement between Brazil Potash Corp. and Newdene Gold Inc. (included as Exhibit 10.35 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.30+		Offtake Agreement, dated as of September 29, 2022, between Potássio do Brasil Ltda. and Amaggi Exportação e Importação Ltda. [English translation] (included as Exhibit 10.36 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).

4.31+		Distribution and Marketing Agreement, dated as of September 29, 2022, between Potássio do Brasil Ltda. and Amaggi Exportação e Importação Ltda. [English translation] (included as Exhibit 10.37 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.32+		Shipping Agreement, dated as of September 30, 2022, between Potássio do Brasil Ltda. and Hermasa Navegação da Amazônia Ltda. [English translation] (included as Exhibit 10.38 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.33		Form of Contract for Assignment of Possessory Rights over the Property and Other Covenants, between assignor and Potássio do Brasil Ltda., as assignee [English translation] (included as Exhibit 10.39 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.34		Form of Lease Agreement for rural land, between lessor and Potássio do Brasil Ltda., as lessee [English translation] (included as Exhibit 10.40 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.35+		Option Agreement, dated as of November 1, 2024, among Franco-Nevada Corporation (as option holder), Potássio do Brasil Ltda. (as grantor), and Brazil Potash Corp. (included as Exhibit 10.41 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.36		Form of Underwriters’ Warrants (included as Exhibit 4.3 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.37†		Stock Option Plan (included as Exhibit 10.1 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.38†		Form of Stock Option Agreement (included as Exhibit 10.2 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.39†		Consulting Agreement, effective January 9, 2025, between Brazil Potash Corp. and Mayo Schmidt, Trustee of the MMS Trust, Dated April 18, 2024 (included as exhibit 4.39 to our Form 20-F filed with the Securities and Exchange Commission on March 28, 2025, and incorporated herein by reference).
4.40†		2024 Incentive Compensation Plan (included as Exhibit 10.4 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.41†		Amended and Restated Deferred Share Unit Plan (included as Exhibit 10.3 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.42		Form of Indemnity Agreement between Brazil Potash Corp. and each of its directors and executives (included as Exhibit 10.5 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
4.43		Any Market Purchase Agreement, dated May 1, 2025 (included as Exhibit 10.1 to our Form 6-K filed with the Securites and Exchange Commission on May 6, 2025, and incorporated herein by reference).

4.44		Take or Pay Contract between Potassio do Brasil Ltda. and Keytrade Fertilizantes Brasil Ltda., dated August 20, 2025 (included as Exhibit 10.1 to Form 6-K filed with the Securities and Exchange Commission on August 26, 2025, and incorporated herein by reference).
4.45		Form of Securities Purchase Agreement, dated October 17, 2025 (included as Exhibit 10.1 to our Form 6-K filed with the Securities and Exchange Commission on October 23, 2025, and incorporated herein by reference).
4.46		Form of Lock-Up Agreement (included as Exhibit 10.2 to our Form 6-K filed with the Securities and Exchange Commission on October 23, 2025, and incorporated herein by reference).
4.47		Form of Registration Rights Agreement, dated October 17, 2025 (included as Exhibit 10.3 to our Form 6-K filed with the Securities and Exchange Commission on October 23, 2025, and incorporated herein by reference).
4.48		Take or Pay Contract between Potassio do Brasil Ltda. and Kimia Solutions Ltda., dated October 28, 2025 (included as Exhibit 10.1 to Form 6-K filed with the Securities and Exchange Commission on October 29, 2025, and incorporated herein by reference).
8.1		List of subsidiaries of the Company (included as Exhibit 21.1 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
11.1		Amended and Restated Insider Trading Policy (included as Exhibit 11.1 to our Form 20-F filed with the Securities and Exchange Commission on March 28, 2025, and incorporated herein by reference).
12.1*		Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2*		Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, furnished herewith.
13.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith.
23.1*		Consent of independent registered public accounting firm – MNP LLP
23.2*		Consent of third-party qualified person—ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH
23.3*		Consent of third-party qualified person—L&M Assessoria
96.1		Technical Report Summary of the Autazes Potash Project-Pre-Feasibility Study (included as Exhibit 96.1 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference).
97.1		Executive Officer Clawback Policy(included as Exhibit 97.1 to our Form 20-F filed with the Securities and Exchange Commission on March 28, 2025, and incorporated herein by reference).
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*		Filed herewith.
†		Management contract or compensatory plan or arrangement.
+		Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report filed on its behalf.

				BRAZIL POTASH CORP.
Date: April 7, 2026				By:		/s/ Matthew Simpson
						Matthew Simpson
						Chief Executive Officer