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– Release Delayed ·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 |
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
a.
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the payment of income taxes and goods and services tax remittances as shall be required by any governmental entity with respect to fees paid by the Company to the Consultant;
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b.
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maintaining proper financial records of the Consultant, which records will detail, amongst other things, expenses incurred on behalf of the Company; and
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c.
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obtaining all necessary licenses and permits and for complying with all applicable federal, provincial and municipal laws, codes and regulations in connection with the provision of services hereunder and the
Consultant shall, when requested, provide the Company with adequate evidence of compliance with this paragraph.
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6.
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During the term of this Agreement, the Consultant shall provide the consulting services to the Company, and the Consultant shall be available to provide such services to the Company in a
timely manner subject to availability at the time of the request.
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7.
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The Consultant shall be reimbursed for all traveling and other expenses actually and properly incurred in connection with the duties hereunder. For all such expenses the Consultant shall
furnish to the Company an itemized invoice, detailing the services performed and expenses incurred, including receipts for such expenses on a monthly basis, and the Company will reimburse the Consultant within fourteen (14) days of receipt
of the Consultant's invoice for all appropriate invoiced expenses.
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8.
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The Consultant shall not, either during the continuance of this contract or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any
secrets of the Company and/or subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of this
Agreement or at any time thereafter) use, for the Consultant's own purposes or for any purpose other than those of the Company, any information the Consultant may acquire in relation to the business and affairs of the Company and/or its
subsidiary or subsidiaries.
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9.
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The Company shall own and have the right and license to use, copy, modify and prepare derivative works of any of the Consultant's Work Product (defined herein) generated by the services to
be performed by the Consultant pursuant hereto as well as all pre-existing work product provided to the Company during the course of the engagement.
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10.
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The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of this Agreement to the best of the Consultant's ability in a competent and
professional manner and use best efforts to promote the interests of the Company.
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11.
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The Consultant agrees with the Company that during the term of this Agreement, so long as the Board of Directors of the Company may so desire, to serve the Company as an officer and
director, as applicable, without additional fees other than as provided in paragraph 3.
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12.
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This Agreement may be terminated at any time for just cause without notice or payment in lieu of notice and without payment of any fees whatsoever either by way of anticipated earnings or
damages of any kind by advising the Consultant in writing. Just cause shall be defined to include, but is not limited to the following:
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a.
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Dishonesty or fraud;
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b.
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Theft;
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c.
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Breach of fiduciary duties;
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d.
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Being guilty of bribery or attempted bribery; or
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e.
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Gross mismanagement.
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13.
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In the event this Agreement is terminated for just cause, then at the request of the Board of Directors of the Company, the Consultant shall forthwith resign any position or office that the
Consultant then holds with the Company or any subsidiary of the Company.
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14.
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In addition to the termination provisions contained in paragraph 12 either party may terminate this agreement upon ninety (90) days written notice to the other party, or upon a different
period of time as may be mutually agreed upon.
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15.
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The services to be performed by the Consultant pursuant hereto are personal in character, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the
Consultant without the previous written consent of the Company.
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16.
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The Company is aware that the Consultant has now and will continue to have financial interests in other companies and properties and the Company recognizes that these companies and
properties will require a certain portion of the Consultant's time. The Company agrees that the Consultant may continue to devote time to such outside interests, provided that such interests do not conflict with, in any way, the time
required for the Consultant to perform their duties under this Agreement.
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17.
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The services to be performed by the Consultant pursuant hereto are personal in character, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the
Consultant without the previous written consent of the Company.
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18.
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The parties shall indemnify and save each other harmless from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which either party,
including their respective officers, employees or agents may suffer as a result of the negligence of the other party in the performance or non-performance of this Agreement.
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19.
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It is expressly agreed, represented and understood that the parties hereto have entered into an arms length independent contract for the rendering of consulting services and that the
Consultant is not the employee, agent or servant or the Company. Further, this agreement shall not be deemed to constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other
relationship apart from an independent contractor and contractee relationship. Payments made to the Consultant hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, unemployment
insurance payments or Canada Pension Plan contributions or the like.
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20.
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Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage
prepaid, addressed to the Consultant at the last residential address known to the Secretary of the Company. Any such notice mailed as aforesaid shall be deemed to have been received by the Consultant on the first business day following the
date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as
aforesaid shall be deemed to have been received by the Company on the first business day following the date of the mailing. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.
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21.
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The provisions of this Agreement shall enure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company.
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22.
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The division of this Agreement into paragraphs is for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof', "hereunder" and similar expressions refer to this Agreement and not to any particular paragraph or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to paragraphs are to paragraphs of this Agreement.
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23.
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Every provision of this Agreement is intended to be severable. If any term or provision hereof is determined to be illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of the provisions of this Agreement.
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24.
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This Agreement is being delivered and is intended to be performed in the Province of Ontario and shall be construed and enforced in accordance with, and the rights of both parties shall be
governed by, the laws of such Province and the laws of Canada applicable therein. For the purpose of all legal proceedings this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of
Ontario shall have jurisdiction to entertain any action arising under this Agreement. The Company and the Consultant each hereby attorns to the jurisdiction of the courts of the Province of Ontario provided that nothing herein contained
shall prevent the Company from proceeding at its election against the Consultant in the courts of any other province or country.
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25.
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No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of
this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.
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BRAZIL POTASH CORP. | |||
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Per: /s/ Ryan Ptolemy | |
Authorized Signing Officer |
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FORBES & MANHATTAN, INC. |
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Per: /s/ Stan Bharti |
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Authorized Signing Officer | |||
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 UPLOAD¶ 7/28/20 2:43K Brazil Potash Corp. |