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                            May 21, 2020

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

                                                        Re: Brazil Potash Corp.
                                                            Registration
Statement on Form 1-A
                                                            Filed May 5, 2020
                                                            File No. 024-11208

       Dear Mr. Simpson:

             We have reviewed your amended 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 amending your offering statement
and providing the
       requested information. 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 any amendment to your offering statement and the
information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
14, 2020 letter.

       Form 1-A

       Marketing, page 28

   1.                                                   We note your response
to comment 8 and your statement regarding a 5-year graph in the
                                                        first paragraph on page
28, however the graph was not included with your filing. We re-
                                                        issue comment 8. Please
modify your filing and provide a chart or graph presenting the 5-
                                                        year historical potash
pricing for your targeted markets.
               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.
 Matthew Simpson
Brazil Potash Corp.
May 21, 2020
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

        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
May 21, 2020 Page 2
cc:       Rebecca G. DiStefano
FirstName LastName