Brazil Potash (NYSE: GRO) closes $63.3M share and pre-funded warrant sale
Rhea-AI Filing Summary
Brazil Potash Corp. completed an underwritten public offering of 7,000,000 common shares at $2.50 per share and pre-funded warrants to purchase up to 18,300,000 common shares at $2.499 per warrant, including the underwriters’ full exercise of their option to buy 3,300,000 additional shares.
The transaction generated aggregate gross proceeds of approximately $63.3 million and net proceeds to the company of $59.3 million, which it plans to use for working capital and other general corporate purposes.
The pre-funded warrants are exercisable for one common share at $0.001 per share, do not expire, and include ownership limits generally set at 4.99% or 9.99% of outstanding shares, adjustable up to 19.99% after notice. The company and its directors and officers agreed to a 90-day lock-up on additional share sales.
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Insights
Brazil Potash secures $59.3M net via shares and pre-funded warrants to fund project development.
Brazil Potash raised capital through an underwritten offering of 7,000,000 common shares at $2.50 and pre-funded warrants for up to 18,300,000 shares at $2.499. Including the full 3,300,000-share option exercise, gross proceeds reached about $63.3 million, with net proceeds of $59.3 million.
The company plans to use this cash for working capital and general corporate purposes, which aligns with advancing the Autazes potash project. Pre-funded warrants have a nominal $0.001 exercise price and no expiry, but are subject to ownership caps of 4.99% or 9.99%, adjustable up to 19.99% after a 61-day notice period.
A 90-day lock-up for the company and its directors and executive officers limits near-term additional equity issuance. The final proceeds and structure are clearly disclosed, but the longer-term impact depends on project execution and future capital needs, which will be reflected in subsequent filings.
Key Figures
Key Terms
Underwriting Agreement financial
Pre-Funded Warrants financial
shelf registration statement regulatory
lead book-running manager financial
lock-up financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42423
BRAZIL POTASH CORP.
(Translation of registrant’s name into English)
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Tel: +1 (416) 309-2963
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Entry Into Underwriting Agreement and Public Offering
On May 1, 2026, Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC, as representative (the “Representative”) to the several underwriters named in Schedule A attached thereto (the “Underwriters”), in connection with its previously announced public offering (the “Public Offering”) of 3,700,000 of the Company’s common shares (the “Shares”), no par value per share (the “Common Shares” and each a “Common Share”) at a purchase price of US$2.50 per Common Share and pre-funded warrants (the “Pre-Funded Warrants” and each a “Pre-Funded Warrant”) to purchase up to 18,300,000 Common Shares at a purchase price of US$2.499 per Pre-Funded Warrant. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,300,000 Common Shares at the Underwriters’ discretion (the “Option”).
The Public Offering was made pursuant to a Registration Statement (No. 333-294964) on Form F-3, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 10, 2026, and declared effective by the SEC on April 16, 2026, and the prospectus supplement filed with the SEC on May 1, 2026.
On May 1, 2026, pursuant to Section 2(c) of the Underwriting Agreement, the Underwriters elected to fully exercise the Option. The Public Offering closed on May 4, 2026 and the Company received net proceeds of US$59.3 million, after deducting underwriting discounts and estimated expenses payable by it in connection with the Public Offering. The Company intends to use the net proceeds for working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and subject to certain exceptions, the Company and all of its directors and executive officers have agreed not to offer, sell or agree to sell, directly or indirectly, any Common Shares without the consent of the Representative for a period of 90 days after the date of the Underwriting Agreement.
The Pre-Funded Warrants will not expire and will remain in full force and effect until they are fully exercised. Each Pre-Funded Warrant is exercisable for one Common Share (subject to adjustment as provided therein) at any time at the option of the holder, at an exercise price US$0.001 per Common Share, provided that the holder will be prohibited from exercising its Pre-Funded Warrant for Common Shares if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the total number of Common Shares then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase or decrease in such percentage shall not be effective until the sixty-first (61st) day after such notice to the Company.
The foregoing summaries of the Underwriting Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and the form of Pre-Funded Warrant attached hereto as Exhibit 4.1, which are incorporated herein by reference.
Wildeboer Dellelce LLP, Canadian counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Shares in the Public Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference. Anthony, Linder & Cacomanolis, PLLC, U.S. counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Pre-Funded Warrants in the Public Offering, a copy of which is attached hereto as Exhibit 5.2 and is incorporated herein by reference.
Press Releases
The Company issued a press release on April 30, 2026, announcing the proposed Public Offering and issued a press release on May 1, 2026, announcing the pricing of the Public Offering. On May 4, 2026, the Company issued a press release announcing the closing of the Public Offering and the Underwriters election to fully exercise the Option. Copies of the press releases are attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, and are incorporated by reference herein.
The information in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-294964), Form S-8 (File No. 333-288029), and Form S-8 (File No. 333-286827) and into the prospectuses forming a part thereof.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated May 1, 2026, by and between the Registrant and Canaccord Genuity LLC, as representative of the several underwriters named in Schedule A therein. | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 5.1 | Opinion of Wildeboer Dellelce LLP. | |
| 5.2 | Opinion of Anthony, Linder & Cacomanolis, PLLC. | |
| 23.1 | Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Anthony, Linder & Cacomanolis, PLLC (included in Exhibit 5.2). | |
| 99.1 | Press Release, dated April 30, 2026. | |
| 99.2 | Press Release, dated May 1, 2026. | |
| 99.3 | Press Release, dated May 4, 2026. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRAZIL POTASH CORP. | ||||||
| Date: May 4, 2026 | By: | /s/ Matthew Simpson | ||||
| Name: Matthew Simpson | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
Brazil Potash Announces Proposed Public Offering of Common Shares and Pre-Funded Warrants
MANAUS, Brazil, April 30, 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”), is pleased to announce a proposed underwritten public offering of its common shares and, in lieu of common shares to investors who so choose, pre-funded warrants to purchase common shares. In addition, Brazil Potash expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the securities to be sold in the proposed offering at the public offering price for the common shares, less underwriting discounts and commissions. The offering is intended to be priced in the context of the market with the price, total size and other final terms of the offering to be determined at the time of entering into an underwriting agreement for the offering. The proposed offering is subject to market and other conditions, including the entering into of a definitive
underwriting agreement, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the proposed offering.
Canaccord Genuity is acting as the lead bookrunner for the proposed offering.
Brazil Potash intends to use the net proceeds from the proposed offering for working capital and other general corporate purposes.
The proposed offering is being 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 preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available, 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.
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) (www.brazilpotash.com) is developing the Autazes Project to supply sustainable fertilizers 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 2024, 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 (www.amaggi.com.br), 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. Management anticipates 100% of Brazil Potash’s production will be sold domestically to reduce Brazil’s reliance on potash imports 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 Company’s expectations regarding the completion, timing and size of its public offering and the anticipated use of proceeds therefrom. 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 market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as 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 preliminary prospectus supplement related to the proposed offering that will be filed with the SEC and the Form 20-F filed with the SEC on March 23, 2026. There can be no assurances that we will be able to complete the proposed offering on the anticipated terms, or at all. 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
Exhibit 99.2
Brazil Potash Announces Pricing of $55 Million Public Offering of Common Shares and Pre-Funded Warrants
MANAUS, Brazil, May 01, 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 pricing of an underwritten public offering of 3,700,000 common shares at a price to the public of $2.50 per share and, in lieu of common shares to investors who so choose, pre-funded warrants to purchase up to 18,300,000 common shares at a price to the public 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, for gross proceeds of approximately $55 million, before deducting underwriting discounts and commissions and other offering expenses. In addition,
Brazil Potash has granted the underwriters a 30-day option to purchase up to an additional 3,300,000 common shares at the public offering price for the common shares, less underwriting discounts and commissions. All common shares and pre-funded warrants are being offered by Brazil Potash. The offering is expected to close on or about May 4, 2026, subject to the satisfaction of customary closing conditions.
Canaccord Genuity is acting as the lead book-running manager for the offering. Roth Capital Partners is acting 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, are acting 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 is being 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 preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and a final prospectus supplement with the final terms of the offering will be filed with the SEC and will be 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, when available, 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 sustainable fertilizers 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 2024, 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. Management anticipates 100% of Brazil Potash’s production will be sold domestically to reduce Brazil’s reliance on potash imports 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 Company’s expectations regarding the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds therefrom. 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 market conditions and the satisfaction of customary closing conditions related to the offering, as well as 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 preliminary 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. There can be no assurances that we will be able to complete the offering on the anticipated terms, or at all. 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
Exhibit 99.3
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
MANAUS, Brazil, May 4, 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