• Final critical mineral offtake agreement with Kimia Solutions key to obtain project finance for construction 
• Advances Brazil’s fertilizer autonomy goal via contract with leading domestic distributor
• Third major binding Take-or-Pay agreement following Keytrade and AMAGGI offtakes
• Combined commitments now total approximately 91% of planned production, pre-sold for contracts ranging from 10 to 17 years, securing over 2 million tons of sales annually

Brazil Potash Corp. (NYSE: GRO), a mineral exploration and development company with a critical mineral potash agriculture project, the Autazes Project, today announced the execution of its third and final definitive commercial offtake agreement between Potássio do Brasil Ltda., a wholly-owned subsidiary of the Company, and Kimia Solutions Ltda. part of Bulkfertz, a Brazilian fertilizer trading and distribution company established in 1978 by Nelson Moreno.

The binding agreement establishes a 10-year take-or-pay commitment for Kimia to purchase up to 704,000 tons of potash annually from the Autazes Potash Project at market prices.

“This agreement with Kimia represents exceptional commercial momentum, with all three major take-or-pay offtake agreements completed as planned, securing pre-sales of over two million tons of annual production for up to 17 years,” said Matt Simpson CEO of Brazil Potash. “Achieving approximately 91% contracted capacity positions us to further advance project financing discussions, knowing we have industry leading Brazilian partners committed to directly purchase or distribute our potash.”

“This commitment with Brazil Potash represents a transformative opportunity for Brazilian agriculture and aligns perfectly with our mission to strengthen our partnership with the domestic fertilizer supply chains,” said Elie Cohen, CEO of Kimia Solutions. “As part of the Bulkfertz Group, we have the distribution infrastructure and market relationships to ensure this domestically produced potash reaches farmers efficiently and cost-effectively throughout our current and loyal customer base all over Brazil.”

“This agreement not only enhances our product portfolio but also supports Brazil’s strategic objective of reducing import dependency while providing our agricultural supply chain with a reliable, competitive source of this critical nutrient.” added Nelson Moreno, partner of Kimia Solutions and founder of Bulkfertz Group.

Key Terms of the Agreement

• Volume Commitment: Kimia agreed to purchase between 23% to 32% of Brazil Potash’s annual potash production, up to a maximum of 704,000 tons per year, on a take-or-pay basis.
• Contract Duration: The Agreement has a 10-year term, aligning project financing requirements and ensuring long-term revenue visibility and stability.
• Production Ramp-Up: Kimia’s offtake obligations will commence upon the start of production and scale proportionally during the ramp-up period to full production capacity.
• Strategic Flexibility: The Agreement permits Brazil Potash to assign future payment rights to financial institutions for project financing purposes.

Commercial Strategy Progress

The Kimia Agreement provides strong revenue visibility essential for project financing and demonstrates robust market demand for domestically produced Brazilian potash. The remaining production will be reserved for spot sales to capture potential market premiums, accommodate maintenance outages and production variability.

This commercial milestone follows the Company’s recently signed MOU with Fictor Energia for approximately $200 million in power line construction funding and a $20 million equity investment. Together, these strategic partnerships significantly de-risk both the commercial and infrastructure components of the Autazes Project.

About Kimia Solutions

Kimia Solutions was born from Bulkfertz’s journey that started in 1978 with a focus on the future. In 2024, Bulkfertz sold over two million tons of fertilizer to over 150 clients spread across Brazil. The company has a highly qualified team, representing major international manufacturers of raw materials for the fertilizer industry and serves the main players in the Brazilian market.

About Brazil Potash

Brazil Potash 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 2021, 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.