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BRAZIL POTASH OFFERING

Frequently Asked Questions

INVESTING BASICS

You can easily invest in our offering online using our secure investment portal.

1. Navigate to INVEST NOW.
2. Complete the investor registration forms
3. Read the Subscription Agreement, Customer Agreement and ACH Agreement (if paying via ACH)
4. Type your full legal name to sign the Subscription Agreement
5. Click “Complete Your Investment”
6. Welcome to the Brazil Potash investor community!

Please make sure to read the offering circular HERE for US citizens and HERE for Canadian and International citizens which details all the terms of this offering before making any investment.

You can invest in our offering with an IRA if you already have a personally directed account or can create one using AltoIRA. We have put together an easy step by step guide on how to do this. Just click here.

You can view our offering circular and investor presentation at the link below. We recommend you read all materials before investing.

Offering Circular for US citizens: Direct SEC Link.

Offering Circular for Canadian and International citizens: CLICK HERE

Page 18 of the Offering Circular begins the description of our business.

Investor Presentation: Download PDF

Let us know if you have any additional questions.

You can also email us at invest@brazilpotash.com for more information.

The price per share is $4.00.

The minimum investment amount is US$2,500 or 675 shares.

The maximum amount that you can invest as a non-accredited investor is 10% of the greater of your income or net worth. There is no limit for accredited investors.

An accredited investor is an individual who makes over $200,000 per year in income ($300,000 if combined with a spouse) or who has a net worth of $1 million or more, excluding their primary residence. A non-accredited investor is anyone who does not meet at least one of the income or net worth requirements for being considered an accredited investor.

We accept payments using a bank account (ACH), wire, check, IRA, Visa or Mastercard, . There is a $110 fee if payment is made by credit card given Brazil Potash has to pay a 4.5% processing fee on the total amount invested. Therefore, we strongly encourage investors to pay using one of the alternate methods to both maximize your investment and ensure your full investment amount is available to Brazil Potash for project development.

No, as our offering is open to U.S., Canadian citizens as well as other international investors.

OFFERING DETAILS

The maximum number of new shares being offered is 12,500.

Our offering will terminate on the first to occur of: (A) the sale of all 12,500 shares on offer, (B) June 26th 2021 or, (to be finalizes as date SEC provides clearance), (C) when our Board of Directors elects to terminate the offering.

"The SEC has qualified this offering" means the SEC has permitted Brazil Potash Corp. to offer for sale the securities (also referred to as shares, stock or common stock) described in the offering circular to the general public. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the offering circular. Rather, the SEC is merely ensuring Brazil Potash Corp. has met federal legal disclosure and regulatory requirements necessary to make these shares available to you.

A subscription agreement is a legal contract between you and Brazil Potash Corp. to purchase shares issued by the company and is required for each investment you make.

Each investment is a one-time event and no recurring payments will be withdrawn from you for that investment.

Currently, there are 130 million basic shares of common stock outstanding, 40 million warrants/options & DSU’s for a total of 170 million shares on a fully diluted basis. We are offering 12.5 million shares of common stock in this offering.

The total stock outstanding after this offering will be 143 million shares basic and 183 million fully diluted if we raise the maximum offering amount.

POST OFFERING

Investment payments are processed by Prime Trust. Prime Trust will be the name that appears on ACH and Credit Card statements.

ACH and Credit Card transactions can take 1-2 business days to process. You will receive an email notification, from invest@brazilpotash.com, when your funds are received.

Once funds are received, it can take up to 2 weeks to process your investment completely.

Once your investment has been fully processed and confirmed, you will receive an Investment Confirmation email with your Signed Subscription Agreement and a DRS statement as evidence of your shares. You are officially an investor in Brazil Potash Corp. only when you receive this email.

If a couple of weeks pass by and you do not receive an Investor Confirmation email with your Signed Subscription Agreement and Ceremonial Certificate, please email us at invest@brazilpotash.com. We may still require additional information from you in order to process your investment fully. We recommend you check your spam folder first for any email communications!

In some instances, we may reach out to you requesting additional information in order to finish processing your investment, which may increase the overall amount of time it takes to process your investment completely.

We are not currently listed on any trading market or stock exchange, and plan to commence a go-public process within 12-18 months of closing this Reg A+ offering. You can sell your shares to private parties. There is no lock-up period for the shares you are purchasing in this offering.

We expect to commence a go-public process within 12-18 months of closing our Reg A+ offering.

The primary uses of capital from this fund raise are to complete work required to bring the project to a construction ready state. This includes but is not limited to the completion of indigenous consultations to obtain the installation license, purchase of land, initiating basic engineering and general working purposes.

Although Brazil Potash has substantially advanced its project to a near construction ready state there is no guaranteed return on investment as funds still need to be raised for project construction. The value of your shares will increase or decrease along with the value of the company.

If you do not have a brokerage account, you can open one with online brokerages such as TD Ameritrade or E*Trade. You do not need a brokerage account to buy shares, but you will need one if you want to trade them. Other examples of brokerages that can be used include, but are not limited to: Charles Schwab, Fidelity Investments, E*TRADE, TD Ameritrade, Wells Fargo Advisors, Edward Jones, Raymond James Financial, AXA Advisors, LPL Financial, Ameriprise Financial, Voya, Commonwealth Financial Network, and Northwest Mutual Inv. Services.

For any questions about our offering, please email us at invest@brazilpotash.com.

Invest in Brazil Potash

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