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Brazil Potash Corp. – ‘1-A’ on 5/5/20 – ‘EX1A-6 MAT CTRCT’

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-6 MAT CTRCT’   —   Amended Consulting Agreement Dated January 1, 2019 Between Brazil Potash Corp. and Gower Exploration Consulting Inc.

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

 C: 
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made the 1st day of January, 2019.
BETWEEN:
BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5
(hereinafter called the “Company”)
AND:                             OF THE FIRST PART

GOWER EXPLORATION CONSULTING, INC., an individual with an address of 1315 Blackburn Drive, Oakville, Ontario L6M 2N5
(hereinafter called the “Consultant”)
OF THE SECOND PART
WHEREAS the Company and the Consultant entered into an independent contractor agreement  dated for reference the 1st day of July, 2009 and amended on February 1, 2015 (the “Agreement”);
AND WHEREAS the parties are desirous of amending certain terms of the Agreement;
THEREFORE, the Agreement is amended as follows:
1.
Paragraph 3 of the Agreement is amended as follows:
The base fee for the Consultant’s services hereunder shall be at the rate of USD$0.00 per month (the “Base Fees”). In consideration for the Consultant’s services hereunder, all DSU’s and stock options presently issued to the Consultant shall remain in full force and effect.
2.
Paragraph 13 of the Agreement is amended as follows:
In the event that there is a Change in Control (as defined below) during the term of this Agreement and within twelve months following completion of the Change in Control the Company terminates this Agreement, then the Company shall, within 30 days of such termination, make a lump sum termination payment to the Consultant that is equivalent to 36 months, multiplied by US$33,333 plus an amount that is equivalent to all cash bonuses paid to the Consultant in the 36 months prior to the Change of Control. Following a Change in Control, all stock options granted to the Consultant shall be dealt with in accordance with the terms of the Company’s stock option plan however all stock options granted to the Consultant, but not yet vested, shall vest immediately.
As used herein, “Change in Control” shall be defined as the occurrence of any one or more of the following events:
(1)
the acquisition, directly or indirectly, by any person (person being defined as an individual, a corporation, a partnership, an unincorporated association or organization, a trust, a government or department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual and an associate or affiliate of any thereof as such terms are defined in the Business Corporations Act (Ontario) or group of persons acting jointly or in concert, as such terms are defined in the Securities Act (Ontario), of: (A) shares or rights or options to acquire shares of the Company or securities that are convertible into shares of the Company or any combination thereof such that after the completion of such acquisition such person would eb entitled to exercise 50% or more of the votes entitled to be cast at a meeting of the shareholders of the Company; (B) shares or rights or options to acquire shares, or their equivalent, of any material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 50% or more of the votes entitled to be cast at a meeting of the shareholders o the material subsidiary; or (C) more than 50% of the material assets of the Company, including the acquisition of more than 50% of the material assets of any material subsidiary of the Company; or

1
(2)
as a result of or in connection with: (A) a contested election of directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Company or any of its Affiliates and another corporation or other entity, the  nominees named in the most recent management information circular of the Company for election to the Company’s board of directors do not constitute a majority of the Company’s board of directors.
(3)
All other terms and conditions of the Agreement are hereby reaffirmed.
IN WITNESS WHEREOF the amendment has been executed as of the day, month and year first above written.

   
BRAZIL POTASH CORP.
  
       
       
   
Per: Matthew Simpson
  
   
Matthew Simpson
  
       
       
   
GOWER EXPLORATION CONSULTING INC.
  
       
   
Per: David Gower
  
   
David Gower
  
       
       





2

Dates Referenced Herein

This ‘1-A’ Filing    Date    Other Filings
Filed on:5/5/20None on these Dates
2/1/15
 List all Filings 

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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