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Brazil Potash Closes $63.3 Million Public Offering of Shares and Pre-Funded Warrants

Brazil Potash announced the closing of an underwritten public offering involving common shares and pre-funded warrants, with approximately $63.3 million in aggregate gross proceeds before offering costs.

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Brazil Potash Corp. (NYSE American: GRO) announced on May 04, 2026, that it had completed the closing of its previously announced underwritten public offering of common shares and pre-funded warrants. The financing generated approximately $63.3 million in aggregate gross proceeds before underwriting discounts, commissions and other offering expenses.

#Details of the offering

The company issued 7,000,000 common shares at a public offering price of $2.50 per share. Certain investors received pre-funded warrants instead of common shares. These warrants provide for the purchase of up to 18,300,000 common shares and were offered at $2.499 per warrant, with a $0.001 per share exercise price.

The underwriters also exercised their option in full to purchase an additional 3,300,000 common shares. All of the common shares and pre-funded warrants in the offering were offered by Brazil Potash.

#Planned use of proceeds

Brazil Potash stated that it intends to apply the net proceeds to working capital and other general corporate purposes. The announced gross proceeds are before the deductions associated with the offering, and the company did not state the amount of net proceeds.

#Offering registration and advisers

The financing was conducted under a shelf registration statement on Form F-3, File No. 333-294964, which the Securities and Exchange Commission declared effective on April 16, 2026. Brazil Potash said a final prospectus supplement and accompanying prospectus had been filed with the SEC.

Canaccord Genuity served as lead book-running manager, while 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, served as co-managers.

#Autazes potash project

Brazil Potash is advancing the Autazes potash project in Amazonas State, Brazil. The company describes itself as a mineral exploration and development business developing the project to supply fertilizer to Brazil’s agricultural sector.

According to the company’s description, Brazil imported over 95% of its potash fertilizer in 2025. Brazil Potash’s management believes the project could potentially supply approximately 20% of current potash demand in Brazil. The initial planned annual production is up to 2.4 million tons per year, and management believes the project could concurrently mitigate approximately 1.4 million tons per year of GHG emissions.

These project statements are forward-looking and subject to risks and uncertainties. Brazil Potash said those risks include matters related to its business and finances, as well as the risk factors set out in the final prospectus supplement and its Form 20-F filed with the SEC on March 23, 2026.

#Key Takeaways

  • Brazil Potash announced the closing of an underwritten public offering on May 04, 2026.
  • The offering included 7,000,000 common shares at $2.50 per share and pre-funded warrants for up to 18,300,000 common shares at $2.499 per warrant.
  • Underwriters fully exercised an option to purchase an additional 3,300,000 common shares.
  • Aggregate gross proceeds were approximately $63.3 million before underwriting discounts, commissions and other offering expenses.
  • Brazil Potash intends to use the net proceeds for working capital and other general corporate purposes.

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