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Developing a World Class Agriculture Company with Exceptional Logistic Advantage
July 2017
2
All statements, other than statements of historical fact, contained in this presentation constitute “forward-looking statements” and are based on the reasonable
expectations, estimates and projections of Brazil Potash Corp. (the “Company”) and the Company’s managers as of the date of this presentation. The words “plans,”
“expects,” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “does not anticipate,” or “believes,” or variations
of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur” or “be achieved” and similar
expressions identify forward-looking statements. Forward-looking statements include, without limitation, statements regarding mineral resource estimates, bankable
feasibility study projections, strategic transactions and financing sources, the growth of the phosphate market, expected industry demands, the Company’s business
strategy, projected capital and operating expenditures, currency fluctuations, government regulation and environmental regulation. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject
to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions contained in this presentation, which may prove to be
incorrect, include, but are not limited to, the various assumptions of the Company set forth herein. Known and unknown factors could cause the actual results to differ
materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the supply and demand for potash, changes in
competitive pressures, including pricing pressures, timing and amount of capital expenditures, changes in capital markets and corresponding effects on the Company’s
investments, changes in currency and exchange rates, unexpected geological or environmental conditions, changes in and the effects of, government legislation, applicable
regulations, taxation, controls and regulations and political or economic developments in jurisdictions in which the Company carries on its business or expects to do
business, success in retaining or recruiting officers and directors for the future success of the Company’s business, officers and directors allocating their time to other
ventures; success in obtaining any required additional financing to make target acquisition or develop an acquired business; employee relations, community relations and
risks associated with obtaining any necessary licenses or permits. Many of these uncertainties and contingencies can affect the company’s actual results and could cause
actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the
forward-looking statements made in this presentation are qualified by these cautionary statements. These factors are not intended to represent a complete list of the
factors that could affect the Company. The Company disclaims any intention or obligation to update or revise any forward-looking statements, except to the extent required
by applicable law or regulation. The reader is cautioned not to place undue reliance on forward-looking statements.
This presentation includes a summary of a bankable feasibility study (“BFS”). The BFS was authored by Stanislaw Kotowski, Darrell Hladun and Ralf John Dickson of
WorleyParsons, who are independent qualified persons within the meaning of NI 43-101 of the Canadian Securities Administrators. There is no certainty that the BFS results
will be realized.
David Gower, an Officer of the Company and a qualified person under NI 43-101, has reviewed the scientific and technical information herein.
Cautionary Note Regarding Forward-Looking Statements
3
1. Investment Opportunity 4
2. Project Highlights 7
3. Bankable Feasibility Study Highlights 12
4. Management Team / Investors 19
A. Appendix 24
Table of Contents
4
Compelling Investment OpportunityFour key components make Brazil Potash a one of a kind asset
Lowest all-in delivered cost to
Brazil
Cost to mine, process and
deliver equivalent to importers
delivery costs alone
Brazil is the world’s largest exporter of agricultural products
World’s second largest and highest growth rate market for potash but
imports 94% of its needs 14,000 to 20,000km from mines
Project located only 8km from major river flowing to farm region
Controls basin 2/3 the size of Saskatchewan and 2x Russian Ural
potash basin
Proven and probable reserves support 34 year mine life based on
drilling only 10% of the land permitted
Potash is an essential
nutrient to grow food with
no substitute
Highest value mainstream
fertilizer
Brazil
Location
Robust
Economics
Essential
Product
Massive
Scale
5
Near Shovel Ready Project
▪ Brazil Potash is the largest
greenfield potash project in the
world and is near shovel ready
▪ De-risked and ready for
development having completed:
▪ Feasibility Study (BFS)
▪ Environmental Impact
Assessment (EIA)
▪ 59km of drilling
▪ Land surface rights purchased
▪ Preliminary social and
environmental license
▪ Over US$180M invested to date
developing project
▪ Within 4-5 years, will produce
2.4Mtpa from one of the three
largest potash basins in
existence
▪ Generates substantial positive
EBITDA even at today’s low
potash prices
▪ Control of massive potash basin
provides substantial upside to
investors through future
production rate increases
▪ Multiple indications of interest
already for debt component of
project capital needs ensures
financing
▪ Brazil currently supplies 40% of
global seaborne aggregate trade,
this project will initially supply
~25% of Brazil’s potash needs
Project will effectively supply
10% of global seaborne
agricultural trade
▪ Socioeconomic impact of project
results in GHG reductions of
508tpy CO2eq, equivalent to
100,000 fewer cars on the road
Investment Proposition
Compelling investment in near shovel ready project that provides attractive long term cash generating capability with global scale and impact
Attractive Returns to InvestorsGlobally Significant
6
Food Security is Currently a Major Investment Theme
Recent M&A Activity in the Agriculture / Fertilizer Sector
▪ In Dec 2016, Mosaic paid US$2.5B to acquire the majority of Vale’s fertilizer business
▪ In Sept 2016, PotashCorp and Agrium US$36 billion merger announced
▪ In April 2016, China Moly paid US$1.5 billion for Anglo American’s Brazilian phosphate & niobium assets
Transaction multiple of 8.1x EBITDA
▪ In February 2016, ChemChina paid US$43 billion for Syngenta
▪ Bayer EUR 70 billion acquisition of Monsanto ongoing
▪ Mid 2015, PotashCorp unsuccessfully bid US$8.7 billion for Kali + Salz
7
Project Highlights
8
Brazil is an Established Agricultural Powerhouse with Further Growth Potential BUT Imports ~94% of its Potash Need
• Brazil is the world’s largest net exporter of agricultural products
• Agribusiness currently represents ~24% of Brazil’s GDP and has significant growth potential with GAGR estimated at 4.4%2
• Brazil is the second highest consumer of potash globally at 8.9Mtpa (16% of global production) with CAGR of 3.5%2
Availability of Arable Land
79
188 132
170
96 103 47 24
224
81
87
42 16
36
303
269
219
170
138 119
83
24
0
100
200
300
400
Brazil USA Russia India China EU AustraliaThailand
Hecta
res (
mill
ion
)
Land in use Available land
3.8x Growth Potential
Crop Production(1) Exports(1) % of GlobalExports
Orange Juice 77%
Sugar 45%
Soybeans 39%
Poultry 34%
Coffee 29%
Meat 22%
Source: United Nations (UN) World Population Prospects
(1) Source: United States Department of Agriculture(2) Source: Agroconsult 2016, Integer 2016
Brazil’s production of food products
KCL Consumption by Country (Kt 2014)2
8,874
5,161
3,591
958817
767776
9,73715,400
9
Substantial and Sustainable Logistics Cost Advantage Also Results in GHG Emission Reductions
• Imported potash primarily from Canada and Russia travels 14,000 to 20,000 kilometers by rail, boat and then truck to reach Brazilian fertilizer blenders
• By being located in Brazil only 8km from major river system, logistics cost savings of ~US$80 / tonne and GHG emission reduction of ~508kt/yr CO2eq relative to Canadian and Russian producers
• Expected increase in global oil prices from OPEC cuts will increase shipping costs and potash prices
Source: Agroconsult (2016)(a) Sea Freight & Insurance US$26 / tonne + Demurrage US$7 / tonne + AFRMM IS9 / tonne + Port & Handling Expenses US$15 / tonne(b) Freight Costs US$31 / tonne from Paranagua Port to Rondonópolis(c) River Barge US$15 / tonne + River Port Expenses US$5 / tonne + Freight Costs US$ 33 / tonne from Miritituba to Rondonópolis
∆ US$80 / tonne
Primary Global Potash Routes
Freight at Origin US$45 / tonne
Sea Freight US$57 / tonne(a)
Inland Freight US$31 / tonne(b)
Canpotex US$133 / tonne
Inland Freight US$ 53 / tonne(c)
BPC US$53 / tonne
Primary
KCl Market 8Mtpa+
Secondary KCl Market 1Mtpa+
10
Water Access Routes to Brazil’s Primary Markets Key
• Product transportation by water is the lowest cost means(a)
- Rail tends to be >2.5x
- Trucking typically >10x
• Strategic location close to Cerrado and Matopiba(b) regions of Brazil
- Largest soybean producing areas, major consumers of potash
- Nearly 50% of total agricultural production in Brazil
• Matopiba experiencing significant agriculture expansion with large and undeveloped rural properties
- Potential to achieve agricultural yields similar to Cerrado
(a) Freight prices in US$ / tonne according to Agroconsult – KCl pricing report (September, 2014)(b) Matopiba refers to the first two letters of the four states comprising the new frontier for grains in Brazil (Southern Maranhão (MA), Tocantins (TO), Southern Piauí (PI), and Western Bahia (BA))
Porto
Velho
Cachoeira
Rasteira
Cuiabá
N. Xavantina
Barra do
Garça
US$104/t(a)
Brasília
Palmas
US$77/t(a)
Peixe
Carajás
São Luiz
Belém
Eclusa
Tucuruí
Santaré
m ItacoatiaraManaus
US$62/t(a)
US$80/t(a)
US$51/t(a)
US$54/t(a)
Main Fertilizer Ports
Fertilizer Bulk Blender
Railways
Waterways
Roadways
Matopiba Region(b)
11
Share Capital: Shares Outstanding, Basic 123 million
Warrants, Options & DSUs 43 million
Shares Outstanding, Fully-Diluted 166 million
Private Company with no Debt
BPC compares very favourably to peer development projects
Market Cap(1) US$1.8B US$610M
Location United Kingdom Brazil
Development stage BFS March 2016 BFS April 2016
Reserves 280MT 248MT
Grade 20% KCl eq. 28% KCl
Depth 1,500m 685-863m
(1) Sirius Minerals market capitalization as of June 1, 2017; Brazil Potash market capitalization based on last raise at $3.75/share
12
Bankable Feasibility Study Highlights
13
Mine: Underground 8.5 Mtpa ROMPlant: Production 2.4 Mtpa Granular Potash
Port: Barge Loading Facility
Mine: Underground 8.5 Mtpa ROMPlant: Production 2.4 Mtpa Granular Potash
• Brazil’s Ministry of Energy confirmed supply of electricity and 230kV connection point 165km from site
High Quality Feasibility Study Completed by Worley Parsons
AUTAZES DEPOSITResources Category
Total / Average
Tonnes (Mt) Grade KCl (Mt)
Measured 151 31.2% 47
Indicated 284 30.9% 88
Inferred 196 29.3% 57
Mineral Reserves Tonnes (Mt) Grade KCl (Mt)
Proven 87 28.7% 25
Probable 161 27.9% 45
• Autazes mineral resource estimate Based on 36,800 meters of drilling in 41 holes
• Sylvinite horizon ranges in depth from 685m to 863m gently dipping southeast at 1-2°
• Deposit open to the north and south
- Autazes area is <10% of the permitted land package
14
Potash (KCl) Production: 2.4 Mtpa
Initial Capital Investment to achieve full production: (Pre-tax)(After-tax)(Capital intensity)
US$1.9 billionUS$2.1 billion
US$778 / tonne
OPEX – FOB Port Average Over Mine Life: (Freight On Board = includes mining, processing & barge loading)
US$80 / tonne KCl
Estimated Mine Life: 34 years
Ramp-up Period to Reach Full Production: 3 years
Feasibility Study Reinforces Compelling Economics
1. Feasibility study completed April 2016 by WorleyParsons with independent marketing study by Agroconsult. See full
disclaimer on page 2.
15
Forecast to 2020:
• 11% increase in cultivated land (from 90.3 to 100.8M ha)
• 24% increase in crop production (from 1,055 to 1,308Mt)
• Higher agriculture commodity price levels in part due to favourable exchange rates
• Increased Rural Farm Credit payments for 2016
Source: Agroconsult (October 2016)
Robust Economics: Potash Prices Expected to Revert to 5 Year Average as Supply-Demand Dynamics Improve
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KCL Monthly Prices (US$/t), FOB Vancouver
AGROCONSULT'S FORECAST
1. Currency devaluation (India and Brazil)2. Rural Credit delay in Brazil3. Brazil economic and political crisis --> instability4. High stocks from 20145. Decrease in commodities pricesAll this lead to lower demand in 2015
Expected price is below 2010-15's average
Historic 5-year Price $386/T
Uralkali & Belaruskali breakup
KCL Prices (US$/t) – FOB Vancouver
Average KCL Price (2010-2015)
16
Global Potash COGS
By Far the Lowest Delivered Cost to Brazil
• Brazil Potash average operating cost at full run-rate production estimated to be ~US$80 / tonne FOB Autazes Port
• Imported potash is typically sold CFR Brazil ports and a further ~US$31 / tonne is spent on inland freight
Source: Clarksons Platou Securities Inc.
Run Rate Average Operating Costs
Unit US$M / year US$ / tonne FOBMining 57 25Surface Facilities 112 48Transportation 9 4G&A 7.5 3Total $185 $80
17
Low Capital Intensity in the First Quartile
• Initial capital estimated to achieve full production is US$1.9 billion(1)
- Total mine capital: US$646 million, of which shaft sinking, hoist and leased underground equipment 30% down payment are largest components
- Total plant direct capital: US$834 million, of which physical plants, dryers and crystallizers are the largest components
- Indirect and owners cost total US$282M and there is a contingency of US$178 million
• Sustaining capital over 34 year life of project: US$843 million
- Includes US$165 million mine closure fund
Global Expansion Costs – Greenfield Projects
iCap
ex
(USD
) /
Pro
du
ctio
n C
apac
ity
Source: Street research and company disclosure(1) All figures include contingency and are on a pre-tax and escalation basis
18
Brazil Potash Amazon Basin Project 2013 2014 2015 2016 2017 FUTURE
Resource Exploration & Development
Drilling to complete 43-101 resource reports
Permitting
EIA-RIMA for industrial project(a)
Environmental Permitting
Various Applications & Permits
Engineering
Preliminary economic assessment (PEA)
Bankable feasibility study (BFS)
Basic engineering
Detailed engineering
Construction
Acquire Land at Port, Plant & Destination Ports
Project finance, construction & start-up
High Level Project Development Timeline
(a) Environmental impact report (“RIMA”) and environmental impact assessment (“EIA”)
LP LOLI
✓
✓
✓
✓ ✓
✓
✓
Equator Principles Compliant✓
19
Management Team / Investors
20
The primarily Brazilian team maintains strong relationships with all levels of government, suppliers and future customers which is a key ingredient to our success
• Co-Chairman David Argyle is Brazil based and contributes his over 25 years of fertilizer mine operations and sales experience including restart of the Christmas Island phosphate project and management of a Chinese fertilizer company
• CEO Matt Simpson has a well rounded background of designing plus constructing mines while working for Hatch and later operating a large RioTinto owned mine with 650 reports and US$300M/yr budget
• Vice President Potash Sales Marcos Pedrini has extensive hands on experience selling and arranging delivery of potash in Brazil based on his over 35 years of experience primarily with Vale where he retired as General Manager Agriculture Sales
• Project Director Guilherme Jacome joins from Vale where he was General Manager Projects responsible for engineering and construction of several Brazil based projects including expansion of Vale’s Brazil based potash mine
Skilled Management Team with Mine Construction, Operations and Potash Sales Experience
21
Brazil Potash
USD 460 million
Advanced stage
development potash project
in Brazil with Feasibility
Study and Preliminary
License
Ongoing
Extensive Brazil & LATAM Experience
Parent company Forbes & Manhattan has built & operated mines in Brazil since 2002
Desert Sun Mining
Sold for USD 750 million
Acquired a controlling
position in Desert Sun in
2002. Developed Jacobina
mine to near production and
sold 4 years later for $750m
Sold 2006
Sulliden Gold Corp.
Rio Alto & Sulliden Merger
$464M on closing
F&M acquired Sulliden in
March 2009 and resolved
long-standing disputes
regarding title.
Current resource of 3.4moz
Au (Ag co prod)
Sold 2014
Belo Sun
Mkt Cap – CAD 460 million
Gold mine being developed
in Para State. Feasibility
study completed and current
mineral resource of 7.6 moz
Ongoing
Irati Energy
Mkt Cap – CAD 95 million
Oil shale company with
projects located in
South Brazil.
671 mmbbls of best estimate
resource and PEA completed
Ongoing
Aguia Resources
Mkt Cap – CAD 45 million
Phosphate mine being
developed in Rio Grande do
Sul with PEA recently
completed
Ongoing
• Belo Horizonte office has over 100 full-time staff in country covering all areas from mine permitting to operations with the majority dedicated to our flagship project Brazil Potash
• Technical team – geologists, engineers, mine operators, environmental specialists
• Support team – accounting, lawyers, permit specialists
• Currently supporting the development of four projects including: Brazil Potash, Belo Sun, Irati and Aguia
• Extensive relationships at all levels of Brazil Government and in local mining community
• Highly capable team with prior experience at global mining giants like Vale, Rio Tinto, Falconbridge and Xstrata
22
Strong Stakeholder Support
Government & Community
• Government keen to reduce Brazil’s dependence on imported potash & improve living standards
• Significant tax breaks in State of Amazonas to encourage development
• Local communities highly engaged & supportive as evidenced by Autazes welcome sign
Brazil & International Shareholders
“Welcome to the Land of Milk & Potash”
23
Compelling Investment Opportunity
Lowest all in delivered cost to Brazil3
High quality management team with extensive Brazil experience backed by highly supportive shareholders5
Brazil is the world’s second largest and highest growth market for potash but imports 94% of its needs
1
Resource potential rivals world’s largest deposits4
Being in Brazil beside a major river provides ~$80/T logistics cost advantage & 508kT/yr GHG emissions savings 2
24
Appendix
25
Community Support Achieved Through Sustainable Development, a Key Priority of Brazil Potash
Brazil Potash
Sustainable Development
Environment
Energy management
Water management
Community
Local development & rainforest protection
Waste management
Hydroelectric powerline for
project provides base load to
take thousands of people off
diesel generated electricity
Minimizing water consumption by
recycling and preciptation
catchment
Quarterly community meetings to
discuss impacts, maximize benefits and
construction legacy
Developing local suppliers and
skilled manpower reduces
deforestation by poor citizens
Better access to fertilizer
improves yields from existing
farm land reducing
deforestation
Improving local schools, water
quality, roads and health care
Minimal surface footprint by
returning majority of salt
waste back underground
94% of Brazil’s Potash is imported
from mines 14,000 to 19,500
kilometers away. In country
supply of 25% of Brazil’s needs
yields 508 kton/yr of CO2eq (1)
emissions reduction!
(1) Distances (rail/ocean/road): Canada (1,300km/16,000km/2,200km), Germany (500km, 11,000km, 2,200km), Russia/Belarus (1,600km/13,000km/2,200km), Israel (100km,
12,000km, 2,200km). Brazil Potash: 800km barge and 1,000km road. Source: internet searches
• Total KCl imported by Canada, Russia, Belarus, Germany and Israel: 8,400,000tpy (2015). Source: Agroconsult March 2016 Marketing Study
• Emission intensities used in calculations: truck: 0.110kg CO2 eq/ T KCl x km; barge: 0.010kg CO2 eq/ T KCl x km; rail: 0.015kg CO2 eq / T KCl x km; vessel: 0.005kg CO2 eq/
T km. Sources: Texam A&M University Feb 2012 and CN Rail website
26
• Brazil Potash holds claims covering 17,650 km2 within the Amazon Potash Basin
• Four potash discoveries to date by Brazil Potash: Autazes (deposit), Itapiranga, Novo Remanso and Itacoatiara
- Adjacent to Fazendinha and Arari potash deposits owned by Petrobras where more than 1.0 billion tonnes of potash resources have been defined(a)
• Brazil Potash has invested over US$180 million to date having completed: ~59,000 meters of drilling in 65 holes, EIA, BFS, acquired land and obtained its Preliminary License
Large Mineral Rights Holdings with Substantial Additional Discovery Potential
(a) Based on Petrobras non-NI 43-101 compliant identified resources of 1.1 billion tonnes of potash in Arari and Fazendinha deposits. Such historical estimates were made between 1979-1987. A qualified person hasnot done sufficient work to classify such estimate as current mineral resources or mineral reserves and the Company is not treating the historical estimate as current mineral resources or mineral reserves andshould not be relied upon
Autazes Deposit
Nova Remanso
Itacoatiara
Itapiranga
0 100
Km
27
Initial Mine Focused on Autazes Resource
• Autazes is Brazil Potash’s highest priority target due to the following:
- Relatively shallow depths
- Attractive average KCl grade of 31%
- Easy year-round access to site and customers via existing highways and major river system
- Only 30km from Autazes municipality which has 32,000 residents, many seeking higher skilled employment
• Autazes is only 120km southeast of Manaus (population 1.8 million) which is the major economic hub in the region with an international airport, surplus gas and electricity
- Cities are connected by paved highway and navigable river system
Year-Round Access Prominent Waterways
World’s largest navigable
inland waterway
Amazonas and
Madeira rivers
123km of paved road access
from Manaus
Project Located in Low-Intensity Farmland
PLANT
PORT
28
Conventional Underground Mine and Hot Leach Process
• 8.5Mtpa ROM – 3 year ramp up• 1,500m Room & Pillar• 17.9km x 12.5km minable resource
• Tailings back filled into underground workings• Labour (1,180 employees) to be primarily sourced
from city of Autazes located 30km from site
29
• Brazil Potash is able to ship to regional blenders located in the major farming regions of Brazil and countries within the Gulf of Mexico at the lowest cost due to a significant logistical advantage
- Project located only 8 kilometers from future port site on Madeira River, which connects to the Amazon River to provide year round low cost access to fertilizer blenders
- Plan is to back haul potash using empty barges returning to major farms located in the Cerrado and Matopiba regions of Brazil
- Opportunity exists to ship internationally using Panamax sized vessels that currently come to Itacoatiara only 60 kilometers upstream from Brazil Potash’s planned port
Autazes has Excellent Existing Bulk-Transport Infrastructure for Brazilian & Regional Sales
Maggi Itacoatiara Port ~60km upstream Typical 30 tonne barge convoy
30
Key Brazil Permits Required to Construct & Operate a Mine
• Most challenging permit milestone to obtain• Entails location, social and environmental approval of the project based on field studies and public
hearings• Awarded by the Environmental Protection Agency of the State of Amazonas (IPAAM)• Establishes requirements to be fulfilled in the engineering design of the project including environmental
and social aspects
• Grant of Mining Concession by Mining and Energy Ministry - Allows company to initiate mining plus processing of potash
• Requires inspection of constructed mine and plant to ensure compliance with codes
• Granted once all aspects of the approved project design are implemented in accordance with the LP and LI
• Valid in increments of four to ten years and can be renewed as necessary until end of mine life
• Provides authorization to initiate construction• Obtain by: (i) fulfillment of LP conditions; (ii) approval of the mine development plan (PAE) which also
demonstrates project economic feasibility; (iii) and approval of the Basic Environmental Plan (PBA)
Op
erat
ion
Lice
nse
(LO
)
(Fu
ture
)
Inst
alla
tio
n
Lice
nse
(LI
)
(In
Pro
gres
s)
Pre
limin
ary
Lice
nse
(LP
)
(Ob
tain
ed)