A Unique Opportunity to Benefit from Brazil’s Agricultural Boom

TSX: NPK www.verdepotash.com

2 Disclaimer

This presentation contains certain forward-looking information, which includes but is not limited to, statements with respect to the Company’s strategy, the commercial production of TK47 and KCl, design and building of a Flex Plant, timing and completion of a definitive feasibility study, receipt of environmental permits, and the generation of cash flow from Phase 1 of the new strategy. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to differ materially from the forward-looking information. Material risk factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the failure to obtain necessary regulatory approvals, risks associated with the mining industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price, demand for TK47 and KCl in Brazil, exchange rate fluctuations and other risk factors set out in the Company’s most recently filed Annual Information Form under the heading “Risk Factors”. Currently, TK47 is not commercially produced or sold in Brazil. As a consequence, there is no current market for this product. Should commercial demand for TK47 fail to develop, the Company’s business model may not be appropriate. Accordingly, readers should not place undue reliance on such forward-looking information. Material factors or assumptions used to develop such forward-looking information include, but are not limited to, the demand for TK47 and KCl in Brazil, the ability to secure necessary environmental and mining permits, the ability to secure financing, and other assumptions set out in the Company’s current technical report. The Company does not currently intend to update forward-looking information in this news release except where required by law.

Total resources include all categories unless otherwise stated. The grades detailed in this presentation are conceptual in nature. There has been insufficient exploration to define a mineral reserve. Should the company engage in further exploration, it is uncertain that it will result in the targets being delineated as a mineral reserve. Readers are cautioned not to rely solely on the summary of such information contained in this presentation and are directed to complete information posted on Verde’s website (www.verdepotash.com) and filed on SEDAR (www.sedar.com) and any future amendments to such. Readers are also directed to the cautionary notices and disclaimers contained herein. Potential investors should conduct their own investigations as to the suitability of investing in securities of Verde Potash Plc.

All currencies are in Canadian dollars unless otherwise stated.

3 Developing a unique fertilizer project well suited for Brazil

Advancing the Cerrado Verde Potash Project, a low capex opportunity to produce a premium, multi-nutrient (K, Ca, Si, Mg) fertilizer, TK47. Quality and size of resource provides Verde with the potential to supply Brazil’s increasing demand for potash. Open pit, at-surface deposit allows for a scalable project. Prioritize cash and capital structure protection while advancing the project. Debt potential from the Brazilian Development Bank (“BNDES”) at subsidized interest rates. Listed on the Toronto Stock Exchange, TSX: NPK.

4 Responsible project development

$5.5 Million in Cash, no debt1.

Expected monthly burn rate of ~$200K (Q2: April-June 2015). ! a 47% reduction compared to Q2 2015.

1 At March 31, 2015

$-

$200

$400

$600

$800

$1,000

$1,200

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5 Protection of capital structure !

Developing a potash project while minimizing shareholder dilution.

Tight share structure: 40,402,431 shares fully diluted.

$2.3M $16M

$14.5M $28.7M

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Pre-IPO Nov-07 Jan-11 Mar-12

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Equity Issuances (2006-Present)

6 World’s largest importer of potash

In 2014, Brazil imported 8.4M tons of KCl, a modest increase from 2013 of 8.1M tons. Vale operates the only potash mine in the country, which met only 5% of the country’s needs. Potash consumption in Brazil has grown at a rate more than double that of the world and is expected to increase by 3Mt from 2014-2025.

Brazil Potash Deliveries and Consumption Potash Consumption Growth

3.91%

1.26%

0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50%

Brazil 10 year CAGR World 10 year CAGR

Source: Fertecon Potash Outlook Report (Feb/2014); ANDA (www.anda.org.br)

Source: Scotiabank

Capacity to make Brazil self-sufficient in potash

Mineral Resources (7.5% K2O cut-off grade)

Tonnage (Mt) Avg. K2O Grade

Total Measured 83 10.1%

Total Indicated 1,389 9.2%

Total Inferred

1,850 8.6%

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Source: NI 43-101 PFS, published in Mar/14

8 A low capex opportunity in Brazil

KEY ECONOMIC HIGHLIGHTS (US$) 330,000 TONNES PER YEAR (OF TK47)

NPV (10%) $145.70 M

IRR 23.52%

Total Operating Cost $55.29/t

Total Capital Cost $113.64 M

Sustaining Capital $31.53 M

Average TK Sales Price $187.74/t

Mine Life 31 years

Payback 5 years

Source: NI 43-101 Pre-Feasibility Study (PFS), published in Mar/14 The PFS was prepared by AMEC plc, Andes Mining Services Ltd. and NCL Ingeniería y Construcción SpA The Qualified Person within the meaning of National Instrument 43-101, with respect to the technical information

in this presentation are: Bradley Ackroyd (MAIG (C.P.)), principle consulting geologist with AMS, Carlos Guzman (B.Sc. (P. Eng), FAusIMM), principle consulting Mining Engineer with NCL, and Wilson Chow (P.Eng), technical process lead with AMEC.

PFS is based on the following assumptions: •  100% equity •  Phase 1 production of 330,000 tpy of TK; Projected mine life of 31 years •  US$-BR$ exchange rate of $1USD = $2.30 BRL •  Average FOB TK47 price of US$187.74 per tonne, based on market research done by Agris Consultoria (2014).

Verde has been selected by Inova Agro, a special financing program of the Brazilian government intended to fund innovative projects in the agriculture sector, to obtain financing for the development of the Cerrado Verde Potash Project.

The Company’s business plan was based on an estimated total of R$ 280 million (~ US$ 115 million at the time), of which R$ 250 million (~ US$ 105 million at the time) was asked from Inova Agro.

The Brazilian Development Bank (“BNDES”) has been appointed to coordinate the financing structure.

Verde's project fulfills the requirements for BNDES' lowest cost-of-capital line of credit that currently has an annual interest rate of 4% with a 12-year payback period (including a 2-year grace period).

9 Debt potential from the Brazilian Development Bank

10!!TK47 | A premium fertilizer

TK47 is a controlled-release, non-chloride, multi-nutrient premium fertilizer, ideally suited for Brazil’s

soils.

TK47 is composed of high concentrations of potassium,

calcium, silicon and magnesium.

TK47 is registered at the Ministry of Agriculture as a potash fertilizer and approved for use on organic crops by IBD Certifications

11!!TK47 Advantages

Synchronized release

Doesn’t leach in water

TK47 IMPROVES AGRONOMIC EFFICIENCY

Residual effect on soil

" Releases potash according to the plants needs thereby eliminating nutrient loss.

" Soil analysis showed higher residual levels of K, Ca and Si compared to other fertilizers thereby reducing the number of fertilizer applications.

" Studies conducted on two types of soil texture (sandy and clay) show a potassium loss of 26% for KCl and only 0.2% for TK47.

" Fertilizers that contain chlorine compromise the

quality of some crops. TK47 does not contain any chlorine.

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No saline effect

12 TK47 vs. other premium fertilizers

1 Average net sales price over the LOM (31 years) only considering K nutrient value (PFS – Mar/14) •  Prices and nutrient content figures above represent competitive rquotes from blenders in or near Uberaba,

Brazil taken between February 17th and March 6th, 2014. Prices have been converted from R$ to US$ at 2.30 R$/US$ (Brazilian Central Bank Exchange rate at March 6, 2014).

•  TK47 is a registered trademark of Verde Potash Plc. •  K-Mag is a registered trademark of The Mosaic Company. Source: Verde Potash Plc, industry sources.

TK47®

US$188/t1

7% K2O

22% Ca

17% Si

1% Mg

<1% S

0% N

SOP US$1,042/t

48% K2O

0% Ca

0% Si

0% Mg

15% S

0% N

NOP US$1,327/t

44% K2O

0% Ca

0% Si

0% Mg

0% S

13% N

K-Mag®

US$750/t

21% K2O

0% Ca

0% Si

10% Mg

21% S

0% N

13 TK47 field test | Sugarcane

132.5 136.1

115.6 124.3

248.1 260.4

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KCl 100Kg/ha of K2O TK47 50Kg/ha of K2O

Prod

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a)

1st cut 2nd cut Total

A 2 year field study showed that the application of TK47 increased the

productivity of sugarcane using half the dosage of K2O per hectare.

In the first harvest, 50Kg of K2O per hectare of TK47 produced 136.1 t/ha while using 100Kg of K2O from KCl produced 132.5 t/ha.

14!!TK47 field test | Coffee

Field tests demonstrate that TK47 is more efficient in the delivery of potassium than KCl generating an equivalent coffee yield while using 36% of the potash that was applied to the KCl test plots. Harvested coffee that used TK47 was classified as Specialty Coffee scoring higher than 80 in SCAA’s sensory evaluation.

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KCl TK47

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The yields of potato crops that received a dose of 208Kg/ha of K2O from TK47

were equivalent to the yields of potato crops that received the same dose of K2O but from K-Mag. However, TK47 had a higher percentage of dry matter.

Source: Verde Potash Plc 2012

After harvesting, soil treated with TK47 showed residual K levels 3 to 5 times higher than that of the K-Mag plot.

TK47 field test | Potato

20.7

21.5

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20.5

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Dry Matter

Dry

mat

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K-Mag TK47

16 Management & Directors Cristiano Veloso President, CEO & Director 13 years experience; Brazilian entrepreneur with past experience working with Banco do Brasil S/A and CEMIG; Degree in Business Management (Escola Tecnica de Formacao Gerencial SEBRAE.), LL.B (UFMG), LL.M International Business Law (UEA-UK). Rafael Ivo VP Projects and Construction 15 years experience; Engineering manager with past Experience working with Jaakko Poyry and Magnesita Refratários SA; Degree in Mechatronics Engineering (PUC-MG). Rodolfo Silva Process Manager 17 years experience; Chemical engineer with past experience working with Usiminas S/A, Magnesita Refratários S/A, Vilma Alimentos and AMBEV; Degree in Chemical Engineering (UFMG) specializing in production engineering, MBA (FGV) and MBA in Finance (IBMEC).

Alysson Paulinelli Independent Director Current president of the Brazilian Association �of� Corn� Producers; former Brazilian Minister of Agriculture, President of the National Confederation of Agriculture, Secretary of Agriculture for Minas Gerais State; nominated Brazil’s Minister of Agriculture; established EMBRAPA and CPAC. Getulio Fonseca Independent Director Former Deputy Minister of the Environment, General Director National Department of Power & Water Supply; Executive- Secretary Industry & Commerce Ministry; Fromer Associate Secretary for the Minas Gerais State Industry, Commerce and Tourism Secretariat and former Co-ordinator of the Economic Advisory Team to the Minas Gerais State Finance Secretariat. Renato Gomes Independent Director Current President & CEO of Atlantica Mining, Director of the ABCI Institute (Brazilian International Trade Scholars); previous legal experience working with the UN; Roschier Attorneys Ltd. and Georgetown University; lawyer and member of Brazilian and Portuguese Bar Associations. Antônio Schettino Independent Director Mining engineer with extensive experience in project development and construction; former operations director of iron ore, nickel, limestone and coal mining operations in Brazil, Chile and Colombia; ex Director of Primary Products at Votorantim Siderurgia and former Business Director of Votorantim's nickel unit.

17 A unique project to support Brazil’s increasing potash demand

Large at-surface potash deposit amenable to open-pit mining methods. Simple production process (potash rock + limestone + heat = TK47). Small initial production scale of 330,000 tonnes per year. Low environmental footprint providing for a less stringent permitting process than a large KCl operation.

Less capital intensive project.

Potential for funding from BNDES at subsidized interest rates.

TSX: NPK www.verdepotash.com