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Brazil Potash Executes Definitive Offtake Agreement With Keytrade Fertilizantes Brasil for ~900,000 Tons of Fertilizer

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Brazil Potash (NYSE-American: GRO) has executed a significant 10-year take-or-pay offtake agreement with Keytrade Fertilizantes Brasil for up to 900,000 tons of potash annually from its Autazes Project. This agreement, combined with the existing AMAGGI contract, secures binding commitments for ~1.45 million tons of the company's planned 2.4 million tons of annual production, representing approximately 60% of total capacity.

The agreement includes key terms such as a volume commitment of 30-37% of annual production, a marketing fee structure with profit-sharing provisions, and flexibility for project financing. Brazil Potash is also in advanced discussions with another partner that could increase total committed volumes to 91% of annual capacity.

Brazil Potash (NYSE-American: GRO) ha firmato un importante contratto di vendita take-or-pay della durata di 10 anni con Keytrade Fertilizantes Brasil per fino a 900.000 tonnellate di potassio all'anno provenienti dal progetto Autazes. Insieme al contratto già in essere con AMAGGI, questo accordo garantisce impegni vincolanti per circa 1,45 milioni di tonnellate sui previsti 2,4 milioni di tonnellate di produzione annua, pari a circa il 60% della capacità totale.

I termini prevedono un impegno di volume pari al 30-37% della produzione annua, una struttura di commissioni di marketing con meccanismi di condivisione dei profitti e flessibilità per il finanziamento del progetto. Brazil Potash è inoltre in trattative avanzate con un altro partner che potrebbe portare i volumi impegnati al 91% della capacità annua.

Brazil Potash (NYSE-American: GRO) ha cerrado un importante contrato de offtake take-or-pay a 10 años con Keytrade Fertilizantes Brasil para hasta 900.000 toneladas de potasa anuales procedentes de su proyecto Autazes. Sumado al contrato existente con AMAGGI, este acuerdo asegura compromisos vinculantes por aproximadamente 1,45 millones de toneladas de los previstos 2,4 millones de toneladas de producción anual, lo que representa cerca del 60% de la capacidad total.

El acuerdo incluye condiciones clave como un compromiso de volumen del 30-37% de la producción anual, un esquema de tarifas de comercialización con cláusulas de reparto de beneficios y flexibilidad para la financiación del proyecto. Brazil Potash también mantiene negociaciones avanzadas con otro socio que podría elevar los volúmenes comprometidos hasta el 91% de la capacidad anual.

Brazil Potash (NYSE-American: GRO)Keytrade Fertilizantes Brasil� 자사 Autazes 프로젝트에서 연간 최대 90� 톤의 칼륨 비료� 공급하 10년간� take-or-pay 오프테이� 계약� 체결했습니다. 기존� AMAGGI 계약� 더해 이번 합의� 회사가 계획� 연간 생산� 240� � � � 145� �� 대� 구속� 있 약속� 확보했으�, 이 전체 설비� � 60%� 해당합니�.

계약 주요 조건으로� 연간 생산� 30-37%� 해당하 물량 약정, 이익 분배 조항� 포함� 마케� 수수� 구조, 프로젝트 자금조달� 대� 유연성이 포함됩니�. 또한 Brazil Potash� 다른 파트너와� 협상 막바지 단계� 있어 전체 약정 물량� 연간 설비� 91%까지 늘어� � 있습니다.

Brazil Potash (NYSE-American: GRO) a signé un important contrat d'oftake take‑or‑pay de 10 ans avec Keytrade Fertilizantes Brasil portant sur jusqu'à 900 000 tonnes de potasse par an issues de son projet Autazes. Ce contrat, ajouté à l'accord existant avec AMAGGI, garantit des engagements contraignants d'environ 1,45 million de tonnes sur les 2,4 millions de tonnes de capacité de production annuelle prévue, soit environ 60% de la capacité totale.

Les termes incluent un engagement de volume représentant 30�37% de la production annuelle, une structure de frais marketing avec clauses de partage des bénéfices et une flexibilité pour le financement du projet. Brazil Potash est également en discussions avancées avec un autre partenaire qui pourrait porter les volumes engagés à 91% de la capacité annuelle.

Brazil Potash (NYSE-American: GRO) hat mit Keytrade Fertilizantes Brasil eine bedeutende 10‑jährige Take‑or‑Pay‑Abnahmevereinbarung über bis zu 900.000 Tonnen Kali pro Jahr aus dem Autazes‑Projekt abgeschlossen. Zusammen mit dem bestehenden AMAGGI‑Vertrag sichert diese Vereinbarung bindende Verpflichtungen über etwa 1,45 Millionen Tonnen der geplanten jährlichen Produktionskapazität von 2,4 Millionen Tonnen, was rund 60% der Gesamtkapazität entspricht.

Wesentliche Vertragsbestandteile sind ein Volumenversprechen von 30�37% der Jahresproduktion, eine Marketinggebührenstruktur mit Gewinnbeteiligungsregelungen sowie Flexibilität bei der Projektfinanzierung. Brazil Potash führt zudem fortgeschrittene Gespräche mit einem weiteren Partner, wodurch die zugesagten Volumina auf bis zu 91% der Jahreskapazität steigen könnten.

Positive
  • Secured binding commitments for ~60% of planned production capacity through long-term contracts
  • 10-year take-or-pay agreement provides stable, long-term revenue visibility
  • Strategic agreement supports project financing requirements
  • Advanced discussions could increase total committed volumes to 91% of capacity
  • Agreement aligns with Brazil's National Fertilizer Plan to reduce import dependence
Negative
  • Production capacity not yet fully committed with ~40% remaining to be secured
  • Project still requires securing financing for construction completion

Insights

Brazil Potash secures 10-year binding offtake agreement with Keytrade, locking in ~60% of planned production capacity, significantly de-risking project financing.

Brazil Potash has achieved a critical commercial milestone by securing a binding 10-year take-or-pay agreement with Keytrade for up to 900,000 tons of potash annually. This agreement, combined with their existing AMAGGI contract, brings their total committed offtake to 1.45 million tons, representing approximately 60% of their planned 2.4 million ton annual production capacity.

The deal's structure provides significant revenue visibility through its take-or-pay mechanism, where Keytrade commits to purchase between 30% and 37% of Brazil Potash's annual production. This contractual certainty is precisely what project financiers look for when funding capital-intensive mining developments, effectively de-risking the project's revenue stream.

The pricing structure includes a marketing fee for Keytrade and profit-sharing provisions, reflecting Brazil Potash's strategic advantage in product quality (lower fines content) and logistics. Most importantly, the agreement permits Brazil Potash to assign future payment rights to financial institutions, creating a clear path to leverage these contracts for project financing.

With advanced discussions underway that could secure commitments for up to 91% of production capacity, Brazil Potash is executing a sophisticated commercial strategy that maintains some flexibility (9% reserved for spot sales) while maximizing contractual certainty. This agreement substantially improves the company's ability to secure construction financing for the Autazes Project while supporting Brazil's National Fertilizer Plan and reducing the country's dependence on potash imports.

  • Agreement supports Brazil’s National Fertilizer Plan by producing a critical mineral that builds on the strengths of the domestic agricultural supply chain for farmers
  • Binding Take-or-Pay Agreement represents second major offtake commercial milestone following AMAGGI contracts now totaling ~1.5 million tons annually, representing ~60% of planned production capacity

MANAUS, Brazil, Aug. 20, 2025 (GLOBE NEWSWIRE) -- Brazil Potash Corp. ("Brazil Potash" or the "Company") (NYSE-American: GRO), a mineral exploration and development company with a critical mineral potash agriculture project, the Autazes Project, today announced the execution of a definitive commercial offtake agreement between Potássio do Brasil Ltda., a wholly-owned subsidiary of the Company, and Keytrade Fertilizantes Brasil Ltda. ("Keytrade"), the Brazilian subsidiary of Keytrade AG, one of the world's leading fertilizer trading companies.

The binding agreement (the “Agreement�) establishes a 10-year take-or-pay commitment for Keytrade to purchase up to ~900,000 tons of potash annually from the Autazes Potash Project. This finalizes the memorandum of understanding announced on January 16, 2025.

"This Agreement with Keytrade is a major milestone in Brazil Potash's commercial development," said Matt Simpson, CEO of Brazil Potash. "Combined with our existing take-or-pay agreement with Amaggi Exportacão E Importacão Ltda., we now have binding commitments for ~1.45 million tons of our planned ~2.4 million tons of annual production. These long-term contracts provide the revenue certainty essential for securing project financing and advancing construction."

“We are thrilled to announce a major contract with Brazil Potash to distribute up to 900,000 tons of potash to the Brazilian industry. This partnership marks a pivotal moment for Keytrade and reinforces our commitment to supporting sustainable agriculture in Brazil,� said Anthony Jezzi, CEO of Keytrade Fertilizantes Brasil. “For over 28 years, Keytrade has helped clients source fertilizers globally, offering tailored services to meet local market needs. We’re proud to now include Brazilian potash in our portfolio. This collaboration with Brazil Potash is a strategic step toward reducing Brazil’s reliance on imports and fostering economic growth in the Amazon region. Keytrade is privileged to have been chosen to take over this important task and look forward to a successful partnership that benefits both companies and strengthens Brazil’s agricultural future,� added Anthony.

Key Terms of the Agreement

  • Volume Commitment: Keytrade will purchase 30% to 37% of Brazil Potash's annual potash production, up to a maximum of 900,000 tons per year, on a take-or-pay basis.
  • Contract Duration: The Agreement has a term aligned with the Company's project financing requirements, ensuring long-term revenue visibility and stability.
  • Pricing Structure: Keytrade receives a marketing fee and the Agreement includes a profit-sharing provision designed to align incentives for both parties reflecting Brazil Potash’s strategic locational advantage and expected lower fines content.
  • Production Ramp-Up: Keytrade'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
With the Keytrade Agreement finalized, Brazil Potash has secured binding offtake agreements covering ~60% of planned production. The Company is also in advanced discussions with a prospective partner that would increase total volumes to ~91% of annual capacity. The remaining production is reserved for spot sales to support our farmers, accommodate maintenance outages and production variability.

This strategic Agreement follows and builds on our recently announced MOU for ~$200M power line construction and $20M investment with Fictor Energia for renewable power supply.

About Keytrade AG
Keytrade AG, founded in Switzerland in May 1997, was established by senior mineral fertilizer traders with decades of industry experience. Today, Keytrade AG is a leading global fertilizer company with employees in various offices worldwide, serving the needs of suppliers, distributors, retailers, and end-users in more than 115 countries across all fertilizer products including a large presence in Brazil. Beyond trading and marketing conventional fertilizer products, Keytrade is engaged in impact investing and, through its subsidiary WeGrow, distributes innovative and sustainable fertilizers and additives for technical agriculture applications.

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 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 (), 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.

Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995, which are statements that are not historical facts. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. These forward-looking statements, along with terms such as “anticipate,� “expect,� “intend,� “may,� “will,� “should,� and other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future, and include risks related to changes in our operations; uncertainties concerning estimates; industry-related risks; the commercial success of, and risks related to, our development activities; uncertainties and risks related to our reliance on contractors and consultants. Those statements include statements regarding the intent, belief, or current expectations of the Company and members of its management, as well as the assumptions on which such statements are based, and such forward-looking statements include, without limitation, statements regarding the definitive offtake agreement with Keytrade and its anticipated benefits, potential additional offtake agreements, project development timelines, construction advancement, production capacity, market demand projections, cost advantages, environmental benefits, and the status of the Company's project, government regulation, and environmental regulation. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this news release, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.

Forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, including those described in the "Risk Factors" section of the Company's annual report on Form 20-F filed with the Securities and Exchange Commission and other filings. These risks include, but are not limited to, fluctuations in potash supply and demand, changes in competitive pressures, timing and amount of capital expenditures, changes in capital markets, currency and exchange rate fluctuations, unexpected geological or environmental conditions, changes in government legislation and regulations, political or economic developments in relevant jurisdictions, success in obtaining required licenses and permits, ability to secure project financing, and other operational risks.

Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, unless required by law.

Contact:
Brazil Potash Investor Relations


FAQ

What is the size of Brazil Potash's (GRO) new offtake agreement with Keytrade?

The agreement commits Keytrade to purchase up to 900,000 tons of potash annually, representing 30-37% of Brazil Potash's annual production, on a take-or-pay basis for 10 years.

How much of Brazil Potash's (GRO) total production capacity is now under contract?

With the Keytrade agreement, Brazil Potash has secured binding commitments for ~1.45 million tons or 60% of its planned 2.4 million tons annual production capacity.

What is the duration of Brazil Potash's (GRO) offtake agreement with Keytrade?

The agreement is a 10-year take-or-pay commitment aligned with the company's project financing requirements.

What is Brazil Potash's (GRO) total planned annual production capacity?

Brazil Potash's Autazes Project has a planned annual production capacity of 2.4 million tons of potash.

How will the Keytrade agreement affect Brazil Potash's (GRO) project financing?

The agreement provides long-term revenue certainty essential for securing project financing and includes flexibility to assign future payment rights to financial institutions.
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