SCHEDULE 13D 0001445130 XXXXXXXX LIVE Common Stock 12/31/2024 false 0001472326 10586A1084 Brazil Potash Corp.

198 Davenport Road TORONTO, ONTARIO A6 M2R 1J2

Mike de Leeuw, Director 345-946-0921 Governors Square, Building 4, 2nd Floor 23 Lime Tree Bay Avenue Grand Cayman E9 KY1 1209 0001445130 N Sentient Global Resources Fund III, LP a OO N E9 0.00 3905364.00 0.00 3905364.00 3863872.00 N 10.18 PN AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,863,872 shares common stock and 25,000 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $4.00 per share 16,492 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $10.00 per share. 0001445132 N Sentient Executive GP III, Limited a OO N E9 0.00 3905364.00 0.00 3905364.00 3863872.00 N 10.18 CO AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,863,872 shares common stock and 25,000 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $4.00 per share 16,492 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $10.00 per share. 0001445131 N Sentient GP III, L.P. a OO N E9 0.00 0.00 0.00 0.00 0.00 N 0 CO 0001580229 N Sentient GP IV, L.P. a OO N E9 0.00 0.00 0.00 0.00 0.00 N 0 CO 0001520861 N Sentient Global Resources Fund IV, L.P. a OO N E9 0.00 3552362.00 0.00 3552362.00 3513854.00 N 9.19 PN AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,513,854 shares of common stock, 8,508 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $10.00 per share. 0001532092 N Sentient Executive GP IV, Limited a OO N E9 0.00 3552362.00 0.00 3552362.00 3513854.00 N 9.19 CO AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,513,854 shares of common stock, 8,508 options to purchase common stock, exercisable until July 22, 2025 at exercise price of $10.00 per share. Common Stock Brazil Potash Corp. 198 Davenport Road TORONTO, ONTARIO A6 M2R 1J2 This Schedule is being filed jointly by: (i) Sentient Global Resources Fund III, L.P. ("Fund III"), (ii) SGRF III Parallel I, L.P. ("Parallel I"), (iii) Sentient Executive GP III, Limited ("Sentient Executive III"), (iv) Sentient GP III, L.P. ("GP III); (v) Sentient Global Resources Fund IV, L.P. ("Fund IV"); (vi) Sentient GP IV, L.P. ("GP IV"); and (vii) Sentient Executive GP IV, Limited ("Sentient Executive IV") (the foregoing are collectively referred to herein as the "Reporting Persons" or "Sentient"). Sentient Executive IV is the general partner of the general partner of Fund IV and makes the investment decisions for those entities. Fund III is a Cayman Islands limited partnership. The sole general partner of Fund IIi is Sentient GP III, L.P. which is a Cayman Islands limited partnership ("GP III"). Parallel I combined with Fund III effective December 14, 2020 and as a result is no longer a separate Reporting Person. The sole general partner of GP III is Sentient Executive III which is a Cayman Islands exempted company. Fund IV is a Cayman Islands limited partnership. The sole general partner is Sentient GP IV, L.P. which is a Cayman Islands limited partnership ("GP IV"). The sole general partner of GP IV is Sentient Executive IV which is a Cayman Islands exempted company. The principal business of Fund III, and Fund IV is making investments in public and private companies engaged in mining and other natural resources activities. The principal business of GP III is performing the functions of and serving as the sole general partner of Fund IIII and other similar funds and the principal business of Sentient Executive III is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III and Parallel I are made by Sentient Executive with the approval of Fund III and Parallel I, as appropriate. The principal business of GP IV is performing the functions of and serving as the sole general partner of Fund IV, and other similar funds and the principal business of Sentient Executive IV is performing the functions of and serving as the sole general partner of GP IV. Investment decisions related to investments of Fund IV are made by Sentient Executive IV with the approval of Fund IV. ?Fund III and Fund IV act and operate through their respective general partners, Sentient GP III and Sentient GP IV and the respective general partners of Sentient GP III and Sentient GP IV, namely Sentient Executive III and Sentient Executive IV. Shares of the Issuer were acquired by and registered in the names of Sentient Executive III and Sentient Executive IV in their capacities as authorized agents for Fund III and Fund IV, respectively. Fund III and Fund IV retain the pecuniary interest in the Issuer's shares by virtue of the terms of the operative partnership agreements. The principal offices of each of the Reporting Persons is: Governors Square, Building 4, 2nd Floor, 23 Lime Tree Bay Avenue, P.O. Box 32315, Grand Cayman KY1-1209, Cayman Islands The principal business of Fund III and Parallel I is making investments in public and private companies engaged in mining and other natural resources activities. The principal business of GP III is performing the functions of and serving as the sole general partner of Fund III, Parallel I and other similar funds and the principal business of Sentient Executive is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III and Parallel I are made by Sentient Executive with the approval of Fund III and Parallel I, as appropriate. (d) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of the Schedule A Persons who are natural persons is set forth on Schedule A and incorporated herein by this reference. The funds used to make the investments in Brazil Potash Corp. described below were funds held by Fund III and Fund IV which were held for investment. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer. See Item 11 and 13 of the Cover Page for Each Reporting Person See Item 8 of the Cover Page for Each Reporting Person The Reporting Persons purchased securities from time to time directly from the Issuer over a period beginning in 2012. In 2024 the Issuer completed a registered public offering and became a reporting company. Not applicable. Not applicable. None Filing Agreement dated February 10, 2025 by and among Sentient Global Resources Fund III, L.P., Sentient GP III, L.P, its General Partner, Sentient Executive GP III, Limited; General Partner; Sentient Global Resources Fund IV, L.P., Sentient GP IV, L.P., its General Partner and Sentient Executive GP IV, Limited, General Partner filed herewith. Lockup Agreement dated October 23, 2024 signed by Sentient Executive GP III, Limited and filed herewith. Lockup Agreement dated October 23, 2024 signed by Sentient Executive GP III, Limited and filed herewith. Filing Agreement dated February 10, 2025 by and among Sentient Global Resources Fund III, LP, Sentient Executive GP III, Limited, General Partner, Sentient Global Resources Fund IV, LP, Sentient Executive GP IV, Limited, General Partner and filed herewith. Sentient Global Resources Fund III, LP /s/ Mike de Leeuw 03/07/2025 Sentient Executive GP III, Limited /s/ Mike de Leeuw 03/07/2025 Sentient GP III, L.P. /s/ Mike de Leeuw 03/07/2025 Sentient GP IV, L.P. /s/ Mike de Leeuw 03/07/2025 Sentient Global Resources Fund IV, L.P. /s/ Mike de Leeuw 03/07/2025 Sentient Executive GP IV, Limited /s/ Mike de Leeuw 03/07/2025