April 14, 2020

Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
800   65 Queen Street West
Toronto, ON M5H 2M5

       Re: Brazil Potash Corp.
           Draft Offering Statement on Form 1-A
           Submitted March 18, 2020
           CIK No. 0001472326

Dear Mr. Simpson:

        We have reviewed your draft offering statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft offering statement or publicly filing your offering statement
on
EDGAR. Please refer to Rule 252(d) regarding the public filing requirements for
non-public
submissions, amendments and correspondence. If you do not believe our comments
apply to
your facts and circumstances or do not believe an amendment is appropriate,
please tell us why
in your response. After reviewing your amended draft offering statement or
filed offering
statement and the information you provide in response to these comments, we may
have
additional comments.

Form 1-A

Use of Proceeds, page 17

1.     Please disclose the amount of proceeds from this offering that will be
used to compensate
       the Chief Executive officer, the Chief Financial officer, and any other
of your officers or
       directors and/or their affiliates. See Item 6 of Form 1-A.
Employees, page 19

2.     You state that members of your management team are consultants to the
company and are
       not employees. If there are any material tax or significant regulatory
risks to the company
       as a result of this characterization, please disclose them.
 Matthew Simpson
FirstName LastNameMatthew Simpson
Brazil Potash Corp.
Comapany NameBrazil Potash Corp.
April 14, 2020
April 2 2020 Page 2
Page 14,
FirstName LastName
Litigation, page 20

3.       We note your disclosure that as a result of the legal proceedings
brought by the Brazil
         Federal Public Ministry (MPF) the company voluntarily agreed to
temporarily suspend its
         Preliminary Social and Environmental License (LP) and conduct
additional indigenous
         consultations with local communities. On page 26 you disclose that
these indigenous
         consultations are currently ongoing and anticipated to be completed
mid-2020, and are the
         main outstanding item to complete to obtain the Installation License
(LI) to start project
         construction. Please provide updated disclosure and explain in greater
detail the manner in
         which the consultations are ongoing. Also clarify what legal impact,
if any, the result of
         such indigenous consultations could have on your ability to proceed
with your potash
         mine. In this regard, you suggest on page 12 in your risk factors and
on page F-8 in note 1
         to your audited financial statements that opposition by any
indigenous, governmental or
         non-governmental organization to the company's operations may require
modification of,
         or preclude the development or operation of, the Autazes potash
project.
The Brazil Project, page 21

4.       We note your disclosure that 41 drill holes were completed on the
Autazes Project area on
         page 21, which contrasts with your statement on page 26 that the
resource and reserve
         estimates are based on drilling 65 diamond core drill holes totaling
59,000 meters. Please
         modify your filing and reconcile this discrepancy.
Present Condition, page 22

5.       Please disclose the information required under paragraph (b) of
Industry Guide 7 for your
         property. For any properties identified that are not material, please
include a statement to
         that effect, clarifying your intentions. For each material property,
include the following
         information:

              A brief description of the rock formations and mineralization of
existing or potential
              economic significance on the property.

              A description of any work completed on the property and its
present condition.

              A description of equipment, infrastructure, and other facilities.

         You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for
specific guidance
         pertaining to the foregoing, available on our website at the following
address:
         www.sec.gov/about/forms/industryguides.pdf.
ERCOSPLAN Report, page 23

6.       We note your disclosure of reserves for your Autazes Project in this
section. Please
         disclose the effective date of your reserve estimate, the potash price
used to determine
         your project's economics, and your reserve's mining loss & dilution
estimates. See
 Matthew Simpson
FirstName LastNameMatthew Simpson
Brazil Potash Corp.
Comapany NameBrazil Potash Corp.
April 14, 2020
Page 14,
April 3 2020 Page 3
FirstName LastName
         Industry Guide 7 Instructions to paragraph (b)(5).
7.       We note your disclosure of resources in this section. Please disclose
your inferred
         resources along with your measured and indicated resource categories.
See Industry
         Guide 7 Instructions to paragraph (b)(5).
8.       We note that you intend to market your potash product in regional and
international
         markets. Please modify your filing to provide a chart or graph
presenting the 5-year
         historical potash pricing for your targeted markets, e.g. Brazil, and
include the potash
         quality specifications for these markets. See Regulation S-K Item
303(a)(3)(ii) and the
         Instructions to Item 303(a).
9.       Proven and probable reserves are disclosed for your Autazes property.
Please forward to
         our engineer as supplemental information and not as part of your
filing, your information
         that establishes the legal, technical, and economic feasibility of
your materials designated
         as reserves, as required by Industry Guide 7(c). The information
requested includes, but is
         not limited to:

              Property and geologic maps

              Description of your sampling and assaying procedures

              Drill-hole maps showing drill intercepts

              Representative geologic cross-sections and drill logs

              Description and examples of your cut-off calculation procedures

              Cutoff grades used for each category of your reserves and
resources

              Justifications for the drill hole spacing used to classify and
segregate proven and
              probable reserves

              A detailed description of your procedures for estimating reserves

              Copies of any pertinent engineering or geological reports, and
executive summaries
              of feasibility studies or mine plans which including the cash
flow analyses

              A detailed permitting and government approval schedule for the
project, particularly
              identifying the primary environmental or construction approval(s)
and your current
              location on that schedule.

         Please provide the name and phone number for a technical person our
engineer may call,
         if he has technical questions about your reserves.

         In the event your company desires the return of this supplemental
material, please make a
         written request with the letter of transmittal and include a pre-paid,
pre-addressed shipping
 Matthew Simpson
Brazil Potash Corp.
April 14, 2020
Page 4
      label to facilitate the return of the supplemental information. Please
note that you may
      request the return of this information pursuant to Rule 418(b) of the
Securities Act.

      If there are any questions concerning the above request, please phone Mr.
George K.
      Schuler, Mining Engineer at (202) 551-3718.
Directors, Executive Officers and Significant Employees, page 29

10.   Please disclose if your executive officers and significant employees work
full time or part-
      time for your company, and if less than full time, disclose the number of
hours per week
      or month. See Item 10 of Form 1-A.
11.   Please clarify whether Helio Diniz is a director, executive officer or
significant employee.
      In this regard, we note that Mr. Diniz is disclosed under "Compensation
of Directors and
      Officers" on page 32 as Managing Director Brazil. See Item 10 of Form
1-A.
Business Experience, page 30

12.   Please revise the last sentence of his business description to clarify
when the listed
      positions began for Mr. Simpson. If at all, please also disclose the
extent over the past five
      years that Messrs. David Gower, Ryan Ptolemy, and Neil Said have been
and/or are
      currently employees or otherwise affiliated with Forbes & Manhattan
(F&M). We note
      that all three are listed as part of the F&M team
      at https://www.forbesmanhattan.com/about-us/the-forbes-manhattan-team/.
See Item 10(c)
      of Form 1-A.
Consolidated Financial Statements
Independent Auditors' Report, page F-2

13.   Please amend to include a revised audit report from your auditor that
includes the name of
      the audit firm and the audit firm's signature. Refer to Rule 2-02 of
Regulation S-X.
        You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at
(202) 551-
3388 if you have questions regarding comments on the financial statements and
related
matters. Please contact George K. Schuler, Mining Engineer, at (202) 551-3718
for engineering
related questions. Please contact Kevin Dougherty at (202) 551-3271 or Tim
Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.



                                                             Sincerely,
FirstName LastNameMatthew Simpson
                                                             Division of
Corporation Finance
Comapany NameBrazil Potash Corp.
                                                             Office of Energy &
Transportation
April 14, 2020 Page 4
cc:       Rebecca G. DiStefano
FirstName LastName