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Brazil Potash Corp. – ‘1-A’ on 5/5/20 – ‘EX1A-14 CNSNT SV’

On:  Tuesday, 5/5/20, at 5:11pm ET   ·   Delayed-Release:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1594062-20-36   ·   File #:  24-11208

Previous ‘1-A’:  None   ·   Next & Latest:  ‘1-A/A’ on 6/11/20   ·   11 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/05/20  Brazil Potash Corp.               1-A¶                  31:4.7M                                   Ideal Connection, Inc/FA

Offering Statement — Reg. A   —   Form 1-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- Reg. A -- primary_doc.xml     HTML     22K 
31: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     50K 
 2: PART II AND III  Offering Statement - Parts II and III -- Reg.  HTML    727K 
                A - Form 1-A                                                     
 3: EX1A-2A CHARTER  Certificate of Incorporation of Brazil Potash  HTML     14K 
                Corp.                                                            
 4: EX1A-2B BYLAWS  Bylaws of Brazil Potash Corp.                   HTML    369K 
 6: EX1A-3 HLDRS RTS  Form of Stock Option Agreement                HTML    106K 
 5: EX1A-3 HLDRS RTS  Form of Warrant Certificate                   HTML    117K 
 7: EX1A-4 SUBS AGMT  Form of Reg A Subscription Agreement          HTML    142K 
 9: EX1A-6 MAT CTRCT  Amended Consulting Agreement Dated February   HTML     20K 
                1, 2015 Between Brazil Potash Corps. and Gower                   
                Exploration Consulting Inc.                                      
23: EX1A-6 MAT CTRCT  Amended Consulting Agreement Dated January    HTML     26K 
                1, 2019 Between Brazil Potash Corp. and Gower                    
                Exploration Consulting Inc.                                      
15: EX1A-6 MAT CTRCT  Amended Consulting Agreement Dated March 15,  HTML     33K 
                2019 Between Brazil Potash Corp. and Jacome Gestao               
                De Projetos Ltda                                                 
24: EX1A-6 MAT CTRCT  Amended Independent Contract Agreement Dated  HTML     22K 
                February 1, 2015 Between Brazil Potash Corp. and                 
                Helio Diniz                                                      
25: EX1A-6 MAT CTRCT  Amended Independent Contract Agreement Dated  HTML     20K 
                January 1, 2020 Between Brazil Potash Corp. and                  
                Helio Diniz                                                      
20: EX1A-6 MAT CTRCT  Broker-Dealer Agreement Dated January 17,     HTML     47K 
                2020 Between Brazil Potash Corp. and Dalmore                     
                Group, LLC.                                                      
12: EX1A-6 MAT CTRCT  Consulting Agreement Dated February 1, 2015   HTML     52K 
                Between Brazil Potash Corp. and Iron Strike Inc.                 
10: EX1A-6 MAT CTRCT  Consulting Agreement Dated January 1, 2014    HTML     44K 
                Between Brazil Potash Corp. and Neil Said                        
 8: EX1A-6 MAT CTRCT  Consulting Agreement Dated July 1, 2009       HTML     44K 
                Between Brazil Potash Corps. and Gower Exploration               
                Consulting Inc.                                                  
14: EX1A-6 MAT CTRCT  Consulting Agreement Dated June 1, 2017       HTML     41K 
                Between Brazil Potash Corp. and Jacome Gestao De                 
                Projetos Ltda                                                    
16: EX1A-6 MAT CTRCT  Consulting Agreement Dated October 1, 2009    HTML     45K 
                Between Brazil Potash Corp. and Forbes &                         
                Manhattan, Inc.                                                  
11: EX1A-6 MAT CTRCT  Consulting Agreement Dated October 3, 2014    HTML     48K 
                Between Brazil Potash Corp. and Ryan Ptolemy                     
21: EX1A-6 MAT CTRCT  Deferred Share Unit Plan                      HTML     48K 
17: EX1A-6 MAT CTRCT  First Amended Consulting Agreement Dated      HTML     23K 
                September 1, 2011 Between Brazil Potash Corp. and                
                Forbes & Manhattan, Inc.                                         
22: EX1A-6 MAT CTRCT  Independent Contract Agreement Dated July 1,  HTML     61K 
                2009 Between Brazil Potash Corp. and Helio Diniz                 
19: EX1A-6 MAT CTRCT  Loan Agreement, Sentient Global Resources     HTML     49K 
                Dated October 29, 2019                                           
18: EX1A-6 MAT CTRCT  Second Amended Consulting Agreement Dated     HTML     21K 
                February 1, 2015 Between Brazil Potash Corp. and                 
                Forbes & Manhattan, Inc.                                         
13: EX1A-6 MAT CTRCT  Translated Consulting Agreement Dated         HTML     51K 
                November 17, 2014 Between Potassio Do Brasil Ltda                
                and Jacome Gestao De Projetos Ltda                               
26: EX1A-11 CONSENT  Consent of the Auditors                        HTML     16K 
28: EX1A-11 CONSENT  Consent of the Geologist, Ercosplan            HTML     13K 
27: EX1A-11 CONSENT  Consent of the Geologist, Worley Parson        HTML     13K 
29: EX1A-12 OPN CNSL  Opinion of Issuer Counsel                     HTML     27K 
30: EX1A-14 CNSNT SV  Appointment of Agent for Service of Process   HTML     25K 


‘EX1A-14 CNSNT SV’   —   Appointment of Agent for Service of Process


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A.         Name of issuer or person filing ("Filer"):  Brazil Potash Corp.
B.           (1) This is [check one]:
☒an original filing for the Filer.
☐an amended filing for the Filer.
 
(2)          Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9)  ☐
C.          Identify the filing in conjunction with which this Form is being filed:
 
 Name of registrant:
Brazil Potash Corp.
 
 
 
 
 
 
 Form type:       
Form 1-A
 
 
 
 
 
 
 File Number (if known):
[*]
 
 
 
 
 
 
 Filed by:     
Brazil Potash Corp.
 
 
 
 
 
 
 Date Filed (if filed concurrently, so indicate):
Concurrent
 
D.
The Filer is incorporated or organized under the laws of the Province of Ontario, Canada and has its principal place of business at:
BRAZIL POTASH CORP.
800 – 65 Queen Street West,
Toronto, Ontario, Canada M5H 2M5
Tel: 1-416-309-2963
E.
The Filer designates and appoints:
CT CORPORATION SYSTEM
28 Liberty Street
New York, New York 10005
Tel: (302) 777-0200
as the agent (the "Agent") of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

(a)
any investigation or administrative proceeding conducted by the Commission; and

(b)
any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any State or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form 1-A on the date hereof or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises, or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer acts as a Trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture Act of 1939.  The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that the service of an administrative subpoena shall be effected by service upon such Agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F.
The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date of the last sale of securities in reliance upon the Regulation A exemption.
The Filer further undertakes to advise the Commission promptly of any change to the Agent's name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.
G.
The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Form 1-A; the securities to which the Form 1-A relates; and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada this [*]  day of February, 2020.
  BRAZIL POTASH CORP.
 
       
 
By:
/s/Matt Simpson
 
 
Name: Matt Simpson
 
    Title: Chief Executive Officer  
       
This statement has been signed by the following persons in the capacities and on the date indicated.
  CT CORPORATION SYSTEM  
       
 
By:
/s/ Olga Hinkel  
    Name: Olga Hinkel
 
    Title: Vice President
 
       
    Date: February [*], 2020
 
 


11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/19/24  Brazil Potash Corp.               1-K        12/31/23    6:20M                                    Donnelley … Solutions/FA
 9/26/23  Brazil Potash Corp.               1-SA        6/30/23    1:333K                                   Donnelley … Solutions/FA
 4/28/23  Brazil Potash Corp.               1-K        12/31/22   33:21M                                    Donnelley … Solutions/FA
 9/28/22  Brazil Potash Corp.               1-SA        6/30/22    1:348K                                   Donnelley … Solutions/FA
 5/02/22  Brazil Potash Corp.               1-K        12/31/21   19:1.3M                                   Discount Edgar/FA
 9/20/21  Brazil Potash Corp.               1-SA        6/30/21    2:577K                                   Ideal Connection, Inc/FA
 7/23/21  Brazil Potash Corp.               1-A POS                3:241K                                   Ideal Connection, Inc/FA
 6/25/21  Brazil Potash Corp.               1-A POS                9:1.7M                                   Ideal Connection, Inc/FA
 4/30/21  Brazil Potash Corp.               1-K        12/31/20    9:1.3M                                   Ideal Connection, Inc/FA
10/02/20  Brazil Potash Corp.               1-SA        6/30/20    2:532K                                   Ideal Connection, Inc/FA
 5/21/20  SEC                               UPLOAD7/28/20    2:43K  Brazil Potash Corp.
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Filing Submission 0001594062-20-000036   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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