Developing a World Class Potash Basin
Investor Presentation
March 2015
Cautionary Note Regarding
Forward-Looking Statements
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 the Company 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, PEA 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 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, 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, 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. The reader is cautioned not to place undue reliance on forward-looking statements.
This presentation includes a summary of a preliminary economic assessment (“PEA”). The PEA was authored by Dr. Henry Rauche, Andreas Jockel and Ralf
Linsenbarth of ERCOSPLAN, who are independent qualified persons within the meaning of NI 43-101 of the Canadian Securities Administrators. The PEA is
preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have economic considerations
applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA results will be realized.
This presentation also includes historical resources estimates that are not compliant with National Instrument 43-101. These estimates were prepared by
Petrobras in 1979-1987 and should not be relied upon.
David Gower, an Officer of the Company and a qualified person under NI 43-101, has reviewed the scientific and technical information herein.
2
Key Investment Highlights
1
World-class potash basin with significant additional discovery
potential
2
Unrivaled access to high margin Brazilian & Regional
markets with significant sustainable cost advantage
3
4
5
6
Leveraging existing export transport facilities,
waterways and infrastructure
PEA results demonstrate outstanding
economics with levered after tax IRR of 31%(a)
Favorable regulatory, fiscal and government
backdrop
Experienced management team with solid track-record of identifying high
quality mining assets and advancing them successfully to production
Note:
(a) Based on 10% WACC and 60% leverage.
3
World Class Potash Basin
One of the top three strategic and scalable sources of
potash
Geographic location of the
Amazon potash basin
Saskatchewan and Urals basins contain 75% of global
potash reserves and 50% of current global production
The 400 km long Amazon potash basin has similar scale,
geology and age as the Saskatchewan basin in Canada
The Amazon
Potash Basin
Brazil Potash is the first company to explore for potash
horizons within the Amazon basin using seismic and
petroleum borehole information augmented by drilling
Amazon - Brazil
Saskatchewan - Canada
Urals - Russia
150 km
Potash Deposit
Source: Company information and U.S. Geological Survey (USGS)
4
Large Mineral Rights Holdings With Substantial
Additional Discovery Potential
Brazil Potash holds claims covering 24,300km2 within the 400km long 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$100 million, having completed ~50,000
meters of drilling in 54 holes and a PEA, since exploration began in 2009
Itapiranga
Itacoatiara
Manaus
Nova Remanso
Itacoatiara
Port
Autazes Deposit
*Petrobras Deposits
1.1 bn tonnes
0
50
100
Km
Note:
(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
has not 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 and
should not be relied upon.
5
Autazes Area Overview
Brazil Potash’s potash discovery in the
Autazes area is the shallowest in the
basin
Project located in low intensity farmland
Autazes is Brazil Potash’s highest priority
target due to the following:
Autazes
deposit
Shallower depths (as shallow as 685
meters)
Attractive average KCl grade in excess of
31%
Close proximity to Manaus (the capital of
the Amazon state with 2 million people)
only 120 km southeast, and the major
economic hub in the region
Year round access
Prominent waterways
AM-254
The Autazes area is developed as low
intensity farm land
The area is accessible year round by
either paved road from Manaus or boat
along the Amazonas and Madeira rivers
Amazonas and
Madeira rivers
123 km of paved road
access from Manaus
World’s largest navigable
inland waterway
6
Large Potash Resource Defined at Autazes
Autazes Drilling Map
Autazes mineral resource estimate
includes 425 MT @ 32.0% KCl measured
& indicated plus 301MT @ 30.6% KCl
inferred(a)
Based on 39,540 m of drilling in 34 holes
and cutoffs of 10% KCl and 1m thickness
Autazes
Deposit
Thickness up to 4.0m, averaging 2.3m
Petrobras
Arari Deposit
675 Mt @ 33% KCl
Sylvinite horizon ranges in depth from
685m to 863m gently dipping southeast
at 1-2°
Petrobras
Fazendinha Deposit
487 Mt @ 27% KCl
.
Deposits open to the north and south and
resource is expected to expand
! Drill Hole
Resource Area with KCl
Petrobras Potash Deposit
Claim
Permit
Only 44% of Autazes area explored
Autazes area is only <10% of the
Company’s land package
0
5
10
Km
Permit Application
Total/average
AUTAZES DEPOSIT
Resources Category
Measured
Indicated
Inferred
Tons
127,855,000
297,530,000
300,561,000
Grade
KCl tons
32.5%
31.8%
30.6%
41,561,000
94,577,000
91,958,000
Note:
(a) Ercosplan Ingenieurgesellschaft Geotechnik und Bergbau (“Ercosplan”) is a world recognized leader in potash exploration techniques and potash mining and prepared the NI 43-101 compliant technical report titled
Mineral Resource Estimate for the Autazes Area, Amazonas State, Brazil dated August 20.2014 (the “NI 43-101 Report”). The qualified persons who authored the NI 43-101 Report were Dr. Henry Rauche and
7
Andreas Jockel of Ercosplan. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Brazil is a Very Important Potash Market
Latin America accounts for 21% of
the world’s potash demand and
Brazil represents nearly 80% of this
demand
KCl Demand (2012)
AMERICAS
WORLD
Americas
38%
Rest of
World 62%
Brazil is currently heavily reliant on
imported potash from Canada,
Russia, Belarus and Jordan (>90%)
47,671
('000 t KCl)
North
America 43%
18,340
('000 t KCl)
Strong government support to
reduce Brazil’s dependence of
imported potash
Latin America
& Caribbean
57%
KCl Consumption by Country (‘000 t) (2012)
8,056
7,336
Secondary
KCl Market
1Mtpa+
st
5th
2nd
Primary
KCl Market
8Mtpa+
Source: IFA, Agroconsult (Brazil).
1
1st
604
490
408
799
199
162
128
83
80
8
Potash Essential for Brazil
Farmland expansion continues in Brazil
increasing Brazil Potash’s competitive
advantage to deliver the product faster
and at a lower cost
Brazil is positioned as the world’s
agribusiness powerhouse
Agribusiness represents over 20% of
Brazil’s GDP
Highest availability of arable land
worldwide
World’s largest availability of arable land
400
Excellent growth potential
303
Hectares (million)
Brazil is the highest margin potash
market for Brazil Potash
300
269
81
200
224
100
219
87
188
132
170
138
42
119
16
96
103
83
170
79
0
Brazil
USA
Russia
India
Land in use
China
EU
36
24
47
24
AustraliaThailand
Available land
Source: United Nations (UN) World Population Prospects
World’s largest availability of freshwater (bn m3/year)
World’s largest availability of freshwater
Brazil’s main crops are highly potash
dependent in rapid nutrient depleting
soils
4,807
2,902
3,061
2,830
2,132
8,233
2,838
Source: Food and Agriculture Organization of the United Nations (“FAO”).
9
Existing Bulk Transport Infrastructure for Brazilian and
Regional Sales
Brazil Potash is able to ship to regional blenders located in the Cerrado and
Matopiba regions of Brazil and countries within the Gulf of Mexico at the lowest
delivered cost
Project located only 13 kilometres from future port site with water sufficiently deep for
Panamax vessel
Back-haul of potash on empty barges returning to Cerrado and Matopiba
10
Brazil Potash has a Sustainable Logistics Cost
Advantage of ~US$110/T Over Canada & Russia
Significant cost advantage relative to global producers delivered to the Cerrado and Matopiba
regions of Brazil
Brazil Potash has access mainly via lowest cost waterways to blenders and no lengthy rail haulage
requirements
Cost savings of approximately US$112/t and US$105/t(a) relative to Canadian and Russian
producers, respectively
Brazil Potash’s Logistics Cost Advantage
Freight at origin
US$49/t
Sea freight
US$99/t(b)
Freight inland
US$61/t
Canpotex
US$209/t
Brazil Potash
US$97/t(d)
∆ US$112/t
Note:
(a) Assumes an all-in cost of US$202/t for the logistics costs related to Russian producers as per Agroconsult freight difference analysis.
(b) International freight of US$50/t + handling and port expenses+ demurrage cost + 25% Brazilian freight tax (“AFMM”) according to Agroconsult – KCl, pricing report Sep 2014.
(c) Data as of 2012 Brazilian Association for Fertilizer Dissemination (“ANDA”).
(d) Composed by Freight cost + port and handling expenses + ICMS (sales taxes). Based on average values of potential market according to Agroconsult – KCl, pricing report Sep 2014.
11
Close Proximity to Brazil’s Primary Markets
Strategic location close to the
Cerrado and Matopiba(b) regions of
Brazil
The largest soybean producing areas
which are major consumers of potash
Represent nearly 50% of total
agricultural production in Brazil
Belém
Santarém
Manaus
Itacoatiara
US$54/t(a)
Porto
Velho
US$51/t(a)
Carajás
US$62/t(a)
II
Palmas
US$77/t(a)
Cachoeira
Rasteira
US$76/t(a)
Peixe
I N. Xavantina
Matopiba experiencing significant
agriculture expansion with large and
undeveloped rural properties
Potential to achieve agricultural
yields similar to the Cerrado
São Luiz
Eclusa
Tucuruí
Cuiabá
Barra do
Garça
III
US$104/t(a)
Brasília
IV
Ports
Fertilizer bulk blender
Railways
Waterways
Roadways
Cerrado crop belt
Sugarcane producers
Matopiba regionb
I
II
III
IV
Total
KCl consumption
2014
2024E
1.7Mt
2.9Mt
0.5Mt
0.7Mt
1.3Mt
1.8Mt
0.5Mt
09Mt
4.0Mt
6.3Mt
Note:
(a) Freight prices in US$/t according to Agroconsult – KCl pricing report Sep 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)).
Source: United States Department of Agriculture (“USDA”), Food and Agriculture Organization (“FAO”), Brazilian Association for Fertilizer Dissemination (“ANDA”) and Brazilian Ministry of Agriculture,
Livestock and Food Supply. KCl Forecast consumption by Agroconsult Market MOP report Sep 2014.
12
Preliminary Economic Assessment Completed
Underground mine with small surface footprint
Mine &
Plant
Mine/13km
Plant
Port
Conventional Hot Leaching Plant
Waste Backfill
Mine: Underground 8 Mtpa ROM
Plant: Production 2.2 Mtpa Granular Potash
Byproduct 1.1MTpa NaCl
Port: Barge loading facility with
sufficient depth for Panamax
13
Conventional Underground Mine
and Hot Leach Process
• 8.0MTpa ROM – 5yr ramp up
• 1500m room & pillar
• 17.9km x 12.5km minable resource
• Tailings back filled into underground workings
• Labour (1538 employees) to be primarily
sourced from city of Autazes 30km from site
14
PEA Financial Highlights – Tremendous Margins
High Value, Relatively Low Cost Potash Development Project
Potash (KCl) Production:
2.2 Mtpa
By-product Sodium Salt (NaCl) Production:
Estimated Initial Capital Investment to achieve full production:
(Capital intensity)
Estimated Pre-Production Capital (years 1 to 3)
Estimated Average Operating Expense FOB (lowest quartile):
(Freight On Board = includes mining, processing & barge loading)
Potash Long-Term FOB Vancouver Benchmark Price Basis:
Brazil Potash Estimated Realized Price (FOB):
Net Present Value (10% discount):
Internal Rate of Return (unlevered):
Annual Average Cash Flow in Full
Production:
(pre-tax unlevered)
(after-tax 60% levered)
(pre-tax unlevered)
(after-tax 60% levered)
(pre-tax unlevered)
(after-tax 60% levered)
1.1 Mtpa
US$1.8 billion
US$840/t
US$1.1 billion
US$76/t KCl
$393/t
$454/t
US$3.2 billion
US$1.8 billion
26%
31%
US$827 million
US$503 million
Estimated Mine Life:
34 years
Projected Plant Start-Up:
Ramp-up Period to Reach Full Production:
Q1 2019
5 years
Note:
Preliminary Economic Assessment (“PEA”) completed by Ercosplan as of October 2014 with independent marketing study by Agroconsult. The PEA is preliminary in nature and includes inferred mineral
resource that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA
results will be realized. See full disclaimer on page 2.
15
Source: Goldman Sachs June 2013, Uralkali.
1400
BHP Billiton, Jansen
1400
Mosaic, Colonsay
US$/tonne of annual capacity
Mosaic, Belle Plaine
1143
K+S, Legacy
1000
1111
Mosaic, Esterhazy
Acron, Talitsky
857
Turkmenkhimia, Farlyk
541
840
Brazil Potash, Manaus
770
822
Eurochem, VolgaKaliy
Eurochem, Usolskiy
Uralkali, Ust-Yayvinksy
Global Expansion Costs – Greenfield Projects
1500
16
Project Development Timeline
Brazil Potash Amazon basin project(a)
2012
2013
2014
2015
Construction Capital
Resources investigation
Drilling to complete 43-101 resources report
Initial 43-101 resources report
Updated and upgrade 43-101 resources report


2016
2017
2018
$295M
$345M
$485M
Q1 2013
Q2 2013
Q3 2014
Additional drilling (upgrade resources)(b)
Q1 2015
Environmental permitting
EIA-RIMA for industrial project(c)
Permitting (Env.) – LP, LI and LO

Q4 2014
LP-Q2 2015
LI
LO
Engineering studies
Preliminary economic assessment (PEA)
Bankable feasibility study (BFS)

Q4 2014
Q1 2016
Detailed engineering
Project
finance/construction/commissioning/start-up
Note:
(a) Management has prepared the timeline above for purposes of planning work around the Brazilian exploration opportunity. The above timeline is subject to change as project parameters continue to be revised and updated
based on additional drilling results and the results of the PEA and BFS.
(b) Includes additional drilling campaigns not only in Autazes area but also in other BPC target areas.
(c) Environmental impact report (“RIMA”) and environmental impact assessment (“EIA”).
17
Highly Experienced and Seasoned
Management Team
Board of Directors
Executive Directors
Stan Bharti, P.Eng., Executive Co-Chairman
Matt Simpson, P.Eng, MBA, Chief Executive Officer
International financier with 30 years experience in mergers
and acquisitions of resource companies. Has raised over
US$1 billion in investment capital in past two years
David Argyle,
MBA, Executive Co-Chairman
Experienced in fertilizer production and marketing. Over 20
years experience in establishing successful operations in
Australia, East Asia, China and South America
Andrew Pullar, Independent Director
Investment Manager with The Sentient Group. Experienced
investor
in
mining
as
Portfolio
Manager
and
Analyst. Previously held engineering and production roles
with DeBeers and Gold Fields in South Africa.
William Clarke, Independent Director
Former Canadian Ambassador to Brazil and Sweden
Hon. Pierre Pettigrew, Independent Director
Former Senior Cabinet Minister of the Government of
Canada, served as Minister of Foreign Affairs, Minister of
Health and Minister of International Trade
• Former General Manager of Rio Tinto’s Iron Ore Company
of Canada responsible for ~US$300 Mpa budget to move
70MTpa material. Worked for Hatch designing and
constructing metallurgical refineries globally.
Helio Diniz, Managing Director Brazil Operations
Over 30 years experience with advanced projects and mine
development, including major discovery in the Amazonas
region for Falconbridge
David Gower, P.Geo., President, Director
Former Global Head of Nickel Exploration for Falconbridge.
Numerous discoveries were made under his leadership with
a particular focus on Brazil. Involved in deep mine
development to depths of over 1,500m
Parviz Farsangi,
BEng, MEng, MBA, PhD, Chief
Operating Officer
Former Executive Vice President and Chief Operating
Officer of Vale Inco, the wholly owned nickel operations of
Vale with a global workforce of 8000 and revenue exceeding
$11 Billion annually.
Carmel Daniele, B.Ec, LLM, Independent Director
Founder of CD Capital. Over 20 years of mining investment
experience
18
Strong Shareholder Base Comprising Industry
Specialist Funds and Local Entrepreneurs
Shareholder
Commentary
Global natural resources and mining fund
Proven track record of identifying and investing in world-class natural resources projects
Strong focus in large scale mining and Oil & Gas projects in Latin America
Currently holds an equity stake of 34% and rights to two Board seats in Brazil Potash
Independent private equity investment firm specializing in the global resources industry
Manages multi-billion fund for the development of metal, mineral and energy assets globally
Since its foundation, has invested in over 20 companies
Currently holds an equity stake of 23% and rights to two Board seats in Brazil Potash
Leading merchant bank with a global focus in resources including 165 person Brazil office
Successful track record of identifying high quality assets and advancing them to production
Since its foundation, has invested more than US$3.0 billion in over 40 projects
Currently holds an equity stake of 14% and three Board seats in Brazil Potash
One of the largest family conglomerates of Brazil’s north region
Operates in the vehicle commercialization segment, carbonic gas production and soft drinks,
the latter through Brasil Norte Bebidas, one of the largest Coca-Cola bottlers in Brazil
Currently holds an equity stake of 3% in Brazil Potash
Benchimol Family
One of the largest conglomerates in Brazil’s north region
The group operates in the retail segment through Bemol department stores and in the liquefied
petroleum gas (LPG) business through Fogás, a leading cooking gas retailer in Amazonas
Currently holds an equity stake of 3% in Brazil Potash
Source: Company information.
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Opportunity Summary
1
Resource potentially rivals world’s largest deposits
2
First quartile operating costs of $76/T results in 31%
post tax levered IRR
3
4
5
Sustainable logistics cost advantage of ~$110/T
over existing producers
Unraveled access to high margin Brazilian regional
markets
High quality management team with extensive Brazil experience backed by
highly supportive shareholders
20