Exhibit 99.1

Nutrien Ltd.

Annual Information Form

Year Ended December 31, 2019

February 19, 2020

Table of Contents

Following is a table of contents of this Annual Information Form (“AIF”) referencing the applicable requirements of Form 51-102F2 of the Canadian Securities Administrators. Certain portions of this AIF are disclosed in Nutrien Ltd.’s Management’s Discussion & Analysis (“2019 MD&A”) and Consolidated Financial Statements for the years ended December 31, 2019 and 2018 (“Consolidated Financial Statements”) and are incorporated by reference herein to the extent noted below and throughout this AIF and are available on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the EDGAR section of the United States (“US”) Securities and Exchange Commission’s (“SEC”) website at www.sec.com.

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Item 2 – Advisories

2.1 Forward-looking Information

Certain statements and other information included in this AIF, including within the documents incorporated by reference, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are often accompanied by words such as “anticipate”, “forecast”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to:

These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The additional key assumptions that have been made include, among other things:

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

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In addition to the factors mentioned above, see “Risk Factors” discussed in this AIF for a description of other factors affecting forward-looking statements.

We disclaim any intention or obligation to update or revise any forward-looking statements in this AIF as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable US federal securities laws.

2.2 Basis of Presentation

2019 and 2018 Nutrien consolidated financial information and 2017 Potash Corporation of Saskatchewan Inc. (“PotashCorp”) and Agrium Inc. (“Agrium”) consolidated financial information presented and discussed in this AIF are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This AIF is dated February 19, 2020, and the information contained herein is current as of such date, unless otherwise specified.

Unless expressly stated, the information contained on, or accessible from, our website or any other website or any other report or document we file with or furnish to applicable Canadian or US securities regulatory authorities is not incorporated by reference into this AIF.

Item 3 – Corporate Structure

In this AIF, unless otherwise specified, the term “Nutrien” refers to Nutrien Ltd. and, unless the context requires otherwise, the terms “we”, “us”, “our”, “Nutrien” and the “Company” refer to Nutrien and its direct and indirect subsidiaries, individually or in any combination, as applicable. References to “dollars”, “$”, and “US$” are to United States dollars and references to “CA$” are to Canadian dollars.

3.1 Name, Address and Incorporation

Nutrien is a corporation incorporated under the Canada Business Corporations Act (“CBCA”).

Nutrien’s registered head office is Suite 500, 122 – 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3. We also have corporate offices at 13131 Lake Fraser Drive SE, Calgary, Alberta, Canada T2J 7E8 and 5296 Harvest Lake Drive, Loveland, Colorado, US 80538.

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Item 4 – General Development of the Business

4.1 Three-Year History

The Merger

Effective January 1, 2018, pursuant to the merger of equals transaction (the “Merger”) contemplated by the arrangement agreement dated September 11, 2016 between PotashCorp and Agrium, PotashCorp and Agrium became wholly-owned subsidiaries of Nutrien pursuant to a court-approved plan of arrangement under Section 192 of the CBCA.

Pursuant to the Merger, the holders of common shares of PotashCorp (“PotashCorp Shares”) received common shares of Nutrien (“Common Shares”) at a ratio of 0.40 of a Common Share for each PotashCorp Share and the holders of common shares of Agrium (“Agrium Shares”) received Common Shares at a ratio of 2.23 Common Shares for each Agrium Share. See Note 4 of the 2019 Consolidated Financial Statements for additional information.

Acquisitions and Investments

On September 30, 2019, we completed the acquisition of Ruralco Holdings Limited (“Ruralco”), an agriservices business in Australia with approximately 250 Retail operating locations, for a purchase price of $330 million.

In 2019 and 2018, we also expanded our Retail operations by acquiring 68 and 53 Retail locations in North and South America and Australia (excluding Ruralco), which included companies operating within the proprietary products business, such as Actagro, LLC, a developer, manufacturer and marketer of environmentally sustainable soil and plant health products and technologies, for total consideration of $581 million and $433 million, respectively.

See Note 4 of the 2019 Consolidated Financial Statements for additional information.

In 2017, Agrium acquired 44 Retail facilities, located in North America for consideration of $145 million excluding working capital.

Dispositions

In 2018, in connection with antitrust approvals necessary for the completion of the Merger, we completed the disposition of the following minority equity interests: (i) sale of shares in Israel Chemicals Ltd. (“ICL”) through a private secondary offering for proceeds of $685 million, net of commissions; (ii) sale of shares in Arab Potash Company (“APC”) for proceeds of $501 million, net of commissions; and (iii) sale of shares in Sociedad Química y Minera de Chile S.A. (“SQM”) for proceeds of $5.1 billion, net of commissions.

In addition to the above dispositions of minority equity interests, in 2018, we also completed the sale of our (i) Conda, Idaho phosphate production facility and adjacent phosphate mineral rights; and (ii) North Bend, Ohio nitric acid facility and related assets.

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See Note 10 of the 2019 Consolidated Financial Statements for additional information.

Incremental Expansion

In 2017, Agrium completed the commissioning of the 610,000 tonnes per year urea facility in Borger, Texas, the construction of which was completed during 2016 as part of Agrium’s brownfield expansion project at Borger. The project was undertaken to leverage Agrium’s distribution network in the region and to enable the Borger, Texas facility to become a competitive and low-cost producer of nitrogen, enhancing its long-term viability.

New Brunswick Potash Operations

In 2018, after a strategic portfolio review was completed, we determined the New Brunswick Potash operations would no longer be part of our medium or long-term strategic plans. As a result, the New Brunswick Potash operations were permanently shut down. The decision to shut down these operations resulted in a non-cash impairment in 2018 of $1,809 million to the property, plant and equipment of the New Brunswick Potash operations. For additional information, see Note 15 of the 2019 Consolidated Financial Statements.

Normal Course Issuer Bid

In 2019, we repurchased 36,067,323 of our outstanding Common Shares for cancellation. Of this total, 30,134,188 Common Shares were repurchased under our 2019 normal course issuer bid (“2019 NCIB”), which our Board of Directors (“Board”) had approved earlier in 2019 and 5,933,135 Common Shares were repurchased under the normal course issuer bid which our Board approved in 2018 (“2018 NCIB”). On November 27, 2019, we announced an amendment to our 2019 NCIB, increasing the maximum number of Common Shares for repurchase from 30,133,631 to 42,164,420, commencing on December 2, 2019 until expiry of the 2019 NCIB on February 26, 2020. As of the date hereof, an additional 2,214,780 Common Shares have been acquired under the 2019 NCIB in 2020. Purchases under the 2019 NCIB have been made through open market purchases at market prices.

In 2018, we completed the repurchase of 36,332,197 Common Shares for cancellation, representing approximately six percent of our outstanding Common Shares, under the 2018 NCIB.

See Note 25 of the 2019 Consolidated Financial Statements for additional information.

Notes Issuance

In April 2019, we issued $750 million aggregate principal amount of 4.200 percent notes due April 1, 2029 and $750 million aggregate principal amount of 5.000 percent notes due April 1, 2049. These notes are unsecured, rank equally with Nutrien’s existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at our option, at specified prices. See Note 20 of the 2019 Consolidated Financial Statements for additional information.

Repayment of Notes

In 2019, we repaid $500 million aggregate principal amount of 6.750 percent notes that matured on January 15, 2019 and $500 million aggregate principal amount of 6.500 percent notes that matured on May 15, 2019. See Note 20 of the 2019 Consolidated Financial Statements for additional information.

Debt Exchange

In 2018, an aggregate of $7,578 million of PotashCorp senior notes and Agrium debentures (other than Agrium’s 7.800 percent debentures due 2027) were tendered and accepted in exchange for the same amount of new notes issued by Nutrien, which have interest rates and maturities identical to those of the applicable exchanged series of senior notes or debentures. In addition, we solicited consents from the holders of PotashCorp senior notes and Agrium debentures to amend the terms and remove certain financial reporting covenants and events of default under the indentures governing those senior notes and debentures. A small portion of senior notes and debentures (including Agrium’s 7.800 percent debentures due 2027) were not exchanged and remain outstanding with the relevant issuing subsidiary.

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Credit Facilities

In 2018, we replaced PotashCorp’s $3.5 billion unsecured revolving credit facility and Agrium’s $2.5 billion multijurisdictional unsecured revolving credit facility with a new Nutrien $4.5 billion unsecured revolving term credit facility (“Nutrien Credit Facility”). The Nutrien Credit Facility matures April 10, 2023, subject to extension at the request of Nutrien provided that the resulting maturity date shall not exceed five years from the date of the request.

In 2018, we also replaced PotashCorp’s $75 million unsecured line of credit with a new $500 million uncommitted revolving demand facility.

For additional information, see Note 12 and Note 19 of the 2019 Consolidated Financial Statements.

Commercial Paper Program

In 2018, we launched a commercial paper program having an aggregate authorized amount of $4.5 billion. The amount drawn under the commercial paper program is backstopped by the Nutrien Credit Facility. Concurrent with the launch, we discontinued new issuances under the commercial paper programs of PotashCorp and Agrium that existed prior to the completion of the Merger. See Note 19 of the 2019 Consolidated Financial Statements and Note 22 of the 2018 Consolidated Financial Statements for additional information.

Accounts Receivable Securitization Program

In 2019, we terminated our existing trade accounts receivable securitization program. Under this program, we sold certain trade account receivables to a special purpose vehicle, a consolidated entity within Nutrien, and we controlled and retained substantially all the risks and rewards of the receivables sold to the special purpose vehicle. There were no loan drawdowns made under this program in 2019. For additional information, see Note 19 of the 2019 Consolidated Financial Statements and Note 22 of the 2018 Consolidated Financial Statements.

Item 5 – Description of the Business

We are a world-class integrated provider of crop inputs and services, playing a critical role in helping growers around the globe increase food production in a sustainable manner. We supply growers through our leading global Retail network – including crop nutrients, crop protection products, seed, as well as agronomic and application services. We operate more than 2,000 retail locations across the US, Canada, Australia and South America, servicing more than 500,000 grower accounts.

Nutrien is the world’s largest crop nutrient company by capacity, producing the three crop nutrients: potash, nitrogen and phosphate. We produce and distribute approximately 25 million tonnes of crop nutrient products from our facilities in Canada, the US and Trinidad, and our Canadian potash operations represent more than one-fifth of global nameplate capacity.

As of December 31, 2019, we estimate our potash operations represented 21 percent of global potash capacity, our nitrogen operations represented three percent of global nitrogen capacity and our phosphate operations represented three percent of global phosphate capacity.

We report our results in four operating segments: Retail, Potash, Nitrogen and Phosphate. Our reporting structure reflects how we manage our business. In 2019, our Executive Leadership Team reassessed our product groupings and decided to evaluate the performance of ammonium sulfate as part of the Nitrogen segment, rather than the Phosphate and Sulfate segment as previously reported in 2018. Sales classified by operating segment and applicable category of products and services for the Company’s 2019 and 2018 fiscal years are provided in Note 3 of the 2019 Consolidated Financial Statements. 2019 and 2018 sales or transfers to certain entities in which the Company has an investment that is accounted for under the equity method are provided in Note 29 of the 2019 Consolidated Financial Statements.

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5.1 Retail Operations

Overview

Our Retail segment markets crop nutrients, crop protection products, seed, merchandise, as well as agronomic application services and solutions through more than 2,000 retail locations across the US, Canada, Australia and South America. Our North American retail locations include more than 800 branches, which are facilities supporting a specific market area and customer base, and approximately 500 satellites, which are used to position equipment and product to specific markets and customers in support of a branch. Retail’s market is primarily retail sales made directly to growers, but also includes wholesale sales of crop protection products to third-party retailers. We offer to our customers flexible financial solutions in support of Nutrien’s agricultural product and service sales. We manage our credit portfolio through Nutrien Financial.

Crop nutrients sales accounted for approximately 38 percent of Retail’s total sales in 2019 (2018 – 37 percent). These sales consist primarily of dry and liquid macronutrient products which include potash, nitrogen and phosphate, proprietary liquid micronutrient products and nutrient application services. Crop nutrients are generally mixed in a custom blend to suit the specific nutrient requirements for each grower’s field typically based on soil fertility tests or plant tissue sampling. We offer custom crop nutrient application services and employ a large fleet of application equipment to custom-apply these nutrients at the prescribed rates. Many of our crop nutrient application rigs are also capable of precision application using global positioning system (“GPS”) technology, which allows nutrient application rates to be adjusted when required, based on GPS grid soil sample test results and other data.

Crop protection products sales were approximately 38 percent of Retail’s total sales in 2019 (2018 – 39 percent). Crop protection products sales consist primarily of third-party supplier and proprietary products designed to maintain crop quality and manage plant diseases, weeds and other pests. Similar to our crop nutrient application services, we use our large fleet of crop protection application equipment to apply a significant portion of our crop protection products sales. By its nature, Retail’s crop protection business operates within a framework of government regulation and oversight. We formulate and distribute private label and proprietary crop protection products through our Loveland Products, Inc. business across North America, South America and Australia.

Seed sales accounted for approximately 13 percent of Retail’s total sales in 2019 (2018 – 13 percent). Seed sales consist primarily of third-party supplier seed brands and proprietary seed product lines. Seed treatment is also a growing service that we provide growers. This service involves applying chemicals to seeds prior to planting to protect them from pests and disease. Our seed sales have been further supported by growth in our private label seed product line under the brand names Dyna-Gro^® and Proven^™.

Merchandise sales accounted for approximately 4 percent of Retail’s total sales in 2019 (2018 – 5 percent). In addition to offering crop nutrient, crop protection and seed, our Retail business in Australia also offers a wide variety of livestock-related merchandise including fencing, feed supplements, animal identification merchandise and various animal health products and services, as well as storage and irrigation equipment and other products.

Services and other revenues accounted for approximately 7 percent of Retail’s total sales in 2019 (2018 – 6 percent). Retail has a large group of qualified crop advisors throughout the organization who help develop crop input recommendations and monitor customers’ crops in order to optimize yields and maximize growers’ bottom line. Our Retail segment offers a variety of agronomic services to our growers, including custom application services, crop scouting and precision agriculture services, soil and leaf testing, as well as financial services. We own and operate laboratories across the US and perform soil and leaf testing for growers. In the Western US, we use a system of weather tracking stations to monitor crop disease conditions and irrigation requirements in high-value crops. Retail also offers digital tools that provide customer account management, agronomic insights and hands-on customer support that drive economic value and can provide environmental benefits for our growers, including our Echelon^® precision agriculture offering, which includes services such as yield data mapping, record keeping, soil fertility management, variable-rate fertility and variable-rate seeding recommendations. In Australia, Retail offers various other services, including wool sales and marketing, livestock marketing and auction services, water services, insurance products, financial services and real estate agency services.

Transportation, Storage and Distribution

We have an extensive infrastructure system to store and transport our Retail products, strategically located across distribution points in Canada and the US to serve our customers. Our North American Retail distribution assets include 84 terminals and 20 distribution centers to support distribution of crop nutrients, crop protection products and seed. Terminals are major crop nutrient storage facilities used to receive large quantities of crop nutrients for redistribution to retail centers and to growers directly. Distribution centers are used to more effectively distribute crop protection products and seed. These facilities are used to coordinate product supply to the retail centers and allow us to manage inventory levels across our distribution network. To complement our distribution system, we also leased or owned approximately 30,000 retail vehicles and application equipment as at December 31, 2019.

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Due to the bulk nature of our crop nutrient and seed products, delivery to end users through the supply chain can often take a significant amount of time. Supply chain management, utilizing our extensive storage and distribution network and transportation capabilities, allows us to ensure that crop nutrients and seed products are available to customers at the necessary time as growers have a short application and planting window, the precise timing of which is unpredictable due to both the seasonal nature of crop planting and the impact of weather.

Competitive Position

The market for Nutrien’s crop nutrients is highly competitive in the countries in which we operate. Retail operates more than 2,000 retail locations across the US, Canada, Australia and South America. We are a major distributor of crop nutrients, crop protection products and seed products in a highly competitive industry. The principal competitors in the distribution of crop production inputs include agricultural co-operatives, other major agriculture retailers and smaller independent retailers and distributors. Retail also produces a range of high-quality proprietary crop protection, seed and crop nutrient products that generate higher margins for our Retail segment. Retail offers a digital tool that provides customer account management, agronomic insights and hands-on customer support that we believe drives economic value for our growers.

5.2 Potash Operations

Overview

Our Potash operations include the mining and processing of potash, which is predominantly used as fertilizer. The Saskatchewan Ministry of Energy and Resources has granted Nutrien the exclusive right to mine potash on approximately 345,000 hectares (or approximately 853,000 acres) of Crown land pursuant to subsurface mineral leases. Of the approximately 345,000 hectares, roughly 244,000 hectares are comprised of our Potash operations at the Allan, Cory, Lanigan, Patience Lake, Rocanville, and Vanscoy mines. Leases also exist with freehold mineral rights owners within the Crown subsurface mineral lease areas and elsewhere in Saskatchewan.

Our subsurface mineral leases with the Province of Saskatchewan are for 21-year terms, renewable at our option. Our significant leases with other parties are also for 21-year terms. Such other leases are renewable at our option, provided generally that production is continuing and that there is continuation of the applicable lease with the Province of Saskatchewan.

Potash we produce in Canada for sale to destinations outside Canada and the US is sold exclusively to Canpotex Limited (“Canpotex”). Since January 1, 2018, Canpotex has been owned in equal shares by us and another potash producer in Canada. Prior to the completion of the Merger, Canpotex was owned in equal shares by PotashCorp, Agrium and another potash producer in Canada. Canpotex, which was incorporated in 1970 and commenced operations in 1972, acts as an export company providing integrated sales, marketing and distribution for all Canadian potash produced by its shareholders/producers that is exported to destinations outside the US and Canada. Each shareholder of Canpotex has an equal voting interest as a shareholder and a right to equal representation on the Canpotex board of directors. For 2019, sales of potash to Canpotex represented 56 percent of our total potash sales (2018 – 55 percent).

In general, Canpotex sales are allocated among Canpotex producers based on production capacity. In 2019, Nutrien supplied approximately 64 percent of Canpotex’s requirements. Canpotex generally sells potash to private and public firms and government agencies pursuant to term and spot contracts at agreed upon prices. Canpotex has a long history of being a reliable supplier of potash to international markets and of proven logistics and marketing capabilities. Other major potash exporting countries include Russia, Belarus and Germany.

Transportation, Storage and Distribution

Transportation costs can be a significant component of the total cost of potash. Producers may have an advantage in serving markets close to their sources of supply depending on prevailing transportation costs. International shipping cost variances permit offshore producers to effectively compete with our potash production in many geographies.

Most of our potash for North American customers is shipped by rail. We believe we have a strategic advantage in this market with approximately 300 owned or leased potash distribution points and a fleet of approximately 6,100 owned and leased railcars. We believe this is the most extensive domestic distribution network in the potash business. Shipments are also made by rail from each of our Saskatchewan mines to Thunder Bay, Ontario for shipment by lake vessel to our warehouses and storage facilities in Canada and the US.

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In the case of our sales to Canpotex, Canpotex is responsible for managing and directing all aspects of its logistics infrastructure platform, including the transportation of its potash by way of rail to port facilities where it is handled, stored and loaded onto ocean-going vessels. We have an equity interest in Canpotex Bulk Terminals Limited, which is a part owner of the port facilities utilized by Canpotex in Vancouver, British Columbia. Canpotex also utilizes port facilities in Portland, Oregon, Saint John, New Brunswick and Thunder Bay, Ontario.

Production Methods

We produce potash primarily using conventional methods, but we also have a solution mine. In conventional operations, shafts are sunk to the ore body, which is approximately one kilometer below the surface. Mining machines cut out the ore, which is hoisted to the surface for processing. The ore is a mixture of potassium chloride, salt and insoluble particles. In solution mining, the potash is dissolved in warm brine and pumped to the surface for processing. Removing the clay and salt through a milling process produces saleable potash. Seven grades of potash are produced to suit different preferences of the various markets we serve.

In 2019, our conventional potash operations mined 35.46 million tonnes of ore at an average mineral grade of 23.90 percent potassium oxide (“K₂O”). In 2019, our potash production from all our operations consisted of 11.70 million tonnes of potash (“KCl” or “finished product”) with an average grade of 60.89 percent K₂O, representing an estimated 56 percent of North American production.

In 2019, our nameplate capacity represented an estimated 57 percent of the North American total capacity (based on our nameplate capacity, see table below for further information). We allocate production among our mines on the basis of various factors, including cost efficiency and the grades of product that can be produced. The Patience Lake mine, which was originally a conventional underground mine, began employing a solution mining method in 1989. The other Saskatchewan mines we own employ conventional underground mining methods.

The following table sets forth, for each of the past two years, the production of ore, mill feed grade and finished product for each of our potash mines in Saskatchewan:

The mining of potash is a capital-intensive business subject to the normal risks and capital expenditure requirements associated with mining operations. The production and processing of ore may be subject to delays and costs resulting from mechanical failures and hazards, such as unusual or unexpected geological conditions, subsidence, water inflows, and other conditions involved in mining potash ore.

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Competitive Position

Potash is a commodity, characterized by minimal product differentiation, and, consequently, producers compete based on price, quality and service. We price competitively, sell high quality products and provide high quality service to our customers. Our service includes maintaining warehouses, leasing railcars and chartering vessels to enhance our delivery capabilities. The high cost of transporting potash affects competition in various geographic areas. During 2019, our principal competitors in North America included PA Belaruskali, ICL, Intrepid Potash Inc., K+S Group, The Mosaic Company (“Mosaic”), SQM and PJSC Uralkali. In 2019, outside of Canada and the US, Canpotex competed with producers such as APC, PA Belaruskali, Eurochem Group AG, ICL, K+S Group, SQM and PJSC Uralkali.

Sources of Raw Materials

The production of potash requires a sustained fresh water supply for the milling process which comes from nearby sources including subsurface aquifers, reservoirs, or the Saskatchewan River.

5.3 Nitrogen Operations

Overview

Our Nitrogen operations include the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, urea ammonium nitrate (“UAN”) solutions, diesel emission fluid (“DEF”), ammonium nitrate, ammonium sulfate, nitric acid and the controlled-release product Environmentally Smart Nitrogen^® (“ESN^®”).

We own and operate eight nitrogen production facilities in North America, four located in Alberta, Canada and one in each of the following US states: Georgia, Louisiana, Ohio and Texas. We also own and operate a nitrogen production facility in Trinidad.

The following table sets forth the nitrogen facility locations and products produced.

We also operate a number of facilities that upgrade ammonia and urea to other products such as UAN, ammonium nitrate, nitric acid and ESN^®.

Our owned and operated facilities have a combined annual gross ammonia nameplate capacity of approximately 7.1 million tonnes. In 2019, we made the decision to close our Florence, Alabama facility, with production of Rainbow plant food at that facility ceasing in July 2019.

We also have a 50 percent joint venture ownership in Profertil S.A. (“Profertil”), a joint venture that owns a nitrogen facility in Bahia Blanca, Argentina. In addition, through our ownership of shares of Misr Fertilizers Production Company S.A.E., we hold a 26 percent interest in a nitrogen facility located in Egypt.

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Transportation, Storage and Distribution

We distribute our nitrogen products by vessel, barge, railcar and truck to our customers and, in high consumption areas, through our strategically located storage terminals. In North America, we lease or own approximately 210 nitrogen distribution points, as well as a fleet of approximately 4,400 owned or leased railcars. We also lease dry and liquid storage capacity in Europe. These locations provide a network of field and production site storage capacity sufficient to serve local dealers during the peak seasonal demand period and are also used to provide off-season storage.

We distribute products from Trinidad primarily to markets in the US, South America, Europe and North Africa. We employ four long-term chartered ocean-going vessels and utilize short-term and spot charters as necessary for the transportation of ammonia for our marine distribution operations in Trinidad. All bulk urea production from Trinidad is shipped through third-party carriers. In addition, Profertil’s terminal on the Parana River includes a dedicated berth and two 100,000-tonne dry storage buildings in a key agricultural region of Argentina.

Production Methods

Ammonia is produced by taking nitrogen from the air and reacting it with a hydrogen source, usually natural gas reformed with steam.

Ammonia is the feedstock used to produce a full line of upgraded products, including urea, ammonium nitrate, nitric acid and nitrogen solutions, including both UAN solutions and DEF products, and ESN^®. Urea is produced by combining ammonia with carbon dioxide (“CO₂”) and forming liquid urea, which can be further processed into a solid form. UAN solutions are liquid fertilizers that are produced by combining liquid urea, liquid ammonium nitrate and water. Urea solutions are produced by combining liquid urea with water. ESN^® is a patented coated-fertilizer product that is made by coating the urea substrate with layers of polymers, allowing for more efficient delivery of nitrogen to the plant.

Ammonia, urea and nitrogen solutions are sold as fertilizers to agricultural customers and to industrial customers for various applications. Nitric acid and ammonium nitrate are sold to industrial customers for various applications. Urea is also sold for feed applications. ESN^® is sold to agricultural customers.

Ammonium sulfate is produced by reacting ammonia and sulfuric acid and then granulated to form a solid granular product. At our Redwater, Alberta facility, we produce sulfuric acid from purchased sulfur. In 2019, we repurposed this facility, ceasing monoammonium phosphate (“MAP”) production in May 2019, in order to increase our ammonium sulfate capacity. A second ammonium sulfate train was commissioned in September 2019 at Redwater, increasing our production capacity from approximately 360,000 tonnes to approximately 710,000 tonnes.

Competitive Position

Nitrogen-based fertilizer is a global commodity, and customers, including end-users, dealers and other fertilizer producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product. The relative cost of, and availability of transportation for, raw materials and finished products to manufacturing facilities are also important competitive factors.

Within North America, transportation costs play a factor in regional price differences and we compete with other domestic producers, including CF Industries Holdings, Inc., CVR Partners, L.P., Koch Industries, Inc., LSB Industries, Inc., OCI N.V., and Yara International ASA and with imported product from suppliers in the Middle East, North Africa, Trinidad, Central and Eastern Europe and China. In the offshore market, we compete with a wide range of offshore and domestic producers. Nitrogen is also an input into industrial production of a wide range of products. Many manufacturers want consistent quality and just-in-time delivery to keep their plants running.

Our North American plants are geographically well positioned to service agriculture, industrial and feed customers across Canada and the US. Our robust North American distribution network provides in-market support, during seasonal peak demand, ensuring timely product availability. Trinidad mainly supplies our international fertilizer and industrial customers.

Our US production has continued to benefit from the low cost of natural gas, and to a greater extent our Western Canadian production, which utilizes natural gas indexed to the Alberta benchmark price, has also benefited. In Trinidad, the price at which we purchase natural gas varies primarily with ammonia market prices, and annual escalating floor prices. Ammonia and urea predominate our offshore sales of nitrogen and originate primarily from Trinidad, with other sales coming from purchased product locations. For 2019, our offshore sales of nitrogen products represented 18 percent (2018 – 18 percent) of our total nitrogen sales.

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Sources of Raw Materials

Natural gas is the primary raw material used for producing ammonia, which is the base for virtually all nitrogen products. In North America, we may enter into natural gas hedging transactions with the goal of minimizing risk from volatile gas prices. In Trinidad, natural gas is purchased under contract using a pricing formula related to the market price of ammonia. In 2018, we entered into a new five-year gas supply contract, which includes minimum take or pay requirements, to provide the entire Trinidad ammonia complex with 90 percent of its expected requirements for 2019 through 2023. With the exception of the Trinidad facility, we purchase most of our natural gas from producers or marketers at the point of delivery of the natural gas into the pipeline system, then pay the pipeline company and, where applicable, the local distribution company to transport the natural gas to our nitrogen facilities. Approximately 90 percent of our North American consumption of natural gas by our Nitrogen operations is delivered pursuant to firm transportation contracts, which do not permit the pipeline or local distribution company to interrupt service to, or divert natural gas from, the plant.

5.4 Phosphate Operations

Overview

Our Phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, phosphate feed and purified phosphoric acid, which is used in food and industrial products. We have phosphate mines and mineral processing plant complexes in White Springs, Florida and Aurora, North Carolina. We also have three Phosphate feed plants in the US.

In 2018, we made the decision to repurpose our Redwater Phosphate facility in order to increase our ammonium sulfate capacity. The production of phosphoric acid at the Redwater Phosphate facility ceased in May 2019 once phosphate rock inventory at the facility was depleted.

In connection with the 2018 sale of our Conda phosphate production facility and adjacent mineral rights, we entered into long-term supply and offtake agreements with Itafos Conda LLC. Based on these agreements, which extend through 2023, we expect to market an estimated 330,000 tonnes per year of MAP produced at Conda, Idaho.

Our Phosphate properties include:

We execute offshore marketing and sales of our solid phosphate fertilizer through PCS Sales (USA), Inc.

Transportation, Storage and Distribution

With respect to Phosphate, we have approximately 160 owned or leased phosphate distribution points and a fleet of approximately 5,800 owned and leased railcars. We have long-term leases on shipping terminals in Morehead City and Beaufort, North Carolina through which we receive and store Aurora facility raw materials and finished product. Most of our offshore phosphate sales are shipped through the terminal at Morehead City. We use barges and tugboats to transport solid products, phosphoric acid and sulfur between the Aurora facility and shipping terminals. Raw materials and products, including sulfur, are also transported to and from the Aurora facility by rail and truck.

Sulfur is delivered to the White Springs facility by rail and truck from Canada and the US. Most of the phosphoric acid and chemical fertilizers produced at the White Springs facility are shipped to North American destinations by rail. Ammonia for Aurora and White Springs is supplied by rail and truck from our production facilities in Lima, Ohio and Augusta, Georgia.

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Purchased rock for our Redwater facility was imported into the port of Vancouver using ocean-going vessels and shipped by rail to Alberta. Our contract for phosphate rock from Africa to supply the Redwater phosphate facility ended as of December 31, 2018 and we depleted our remaining phosphate rock inventories, ceasing production of MAP in May 2019. Sulfur used in production at our Redwater facility was sourced locally in Alberta and delivered exclusively by truck. MAP was shipped out of the plant by either railcar or truck to customers primarily in Western Canada.

Production Methods

We extract phosphate ore using surface mining techniques. At each mine site, the ore is mixed with recycled water to form a slurry, which is pumped from the mine site to our processing facilities. The ore is then screened to remove coarse materials, washed to remove clay and floated to remove sand to produce phosphate “rock”. The annual production capacity of our mines is currently 7.4 million tonnes of phosphate rock. During 2019, the Aurora facility’s total production of phosphate rock was 4.38 million tonnes and the White Springs facility’s total production of phosphate rock was 1.61 million tonnes. The sequence for mining portions of the Aurora property was identified in the permit issued by the US Army Corps of Engineers in June 2009. The permit authorizes mining in excess of 20 years. Phosphate rock is the major input in our phosphorus processing operations. Substantially all the phosphate rock produced is used internally for the production of phosphoric acid, SPA, chemical fertilizers, purified phosphoric acid and animal feed products.

In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora and White Springs facilities from purchased sulfur.

Our Phosphate operations purchase all their ammonia at market rates from or through our nitrogen and sales subsidiaries. Phosphoric acid is reacted with ammonia to produce DAP, MAP and MAP MST as well as liquid fertilizers.

We produce MGA at our Aurora and White Springs facilities. Some MGA from Aurora is sold to foreign and domestic fertilizer producers and industrial customers. We further process the balance of the MGA to make solid fertilizer (DAP and MAP), liquid fertilizers, animal feed supplements for the poultry and livestock markets, and purified phosphoric acid for use in a wide variety of food, technical and industrial applications.

Competitive Position

Markets for phosphate fertilizer products are highly competitive and based largely on price, reliability and deliverability. Our principal advantages at Aurora and White Springs are that we produce higher value, diversified products and that we operate integrated phosphate mine and phosphate processing complexes. Our in-market distribution network ensures product supply during peak demand periods.

Our key competitors for North American phosphate fertilizer sales are Mosaic, J.R. Simplot Company and offshore imports primarily from Morocco, Russia and Saudi Arabia.

In offshore markets, we compete primarily with OCP S.A. (“OCP”) and other producers from Africa and the Middle East. For 2019, our offshore sales of phosphate products represented 15 percent (2018 – 16 percent) of our total phosphate sales.

Within the animal feed supplement business in the Phosphate segment opportunities exist to differentiate products based on nutritional content. We have a significant presence in the domestic feed supplement market segments. We compete with Mosaic, J.R. Simplot Company and Chinese and Russian producers for feed sales.

Industrial products are the least commodity-like of the phosphate products as product quality is a more significant consideration for customer buying decisions. We market industrial phosphate products principally in the US and we compete with ICL, Innophos Holdings, Inc. and Chinese producers for North American industrial sales.

Sources of Raw Materials

Phosphate rock is the major input in our phosphorus processing operations, which is mined at our Aurora and White Springs facilities. Until the end of 2018, we also purchased phosphate rock from OCP for our Geismar and Redwater Phosphate facilities. We closed our Geismar phosphate facility at the end of 2018. The Redwater Phosphate operation ceased production in May 2019 as we repurposed this facility in order to increase our ammonium sulfate capacity, thereby eliminating the need for the Company to purchase phosphate rock.

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In addition to phosphate ore, the other principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora and White Springs facilities from purchased sulfur. Ammonia for Aurora is supplied by rail and truck from our production facilities in Lima, Ohio and Augusta, Georgia. Ammonia for White Springs is primarily supplied by truck from our Augusta nitrogen plant.

5.5 Specialized Skill and Knowledge

We believe our success is dependent on the performance of our management and key operational employees, many of whom have specialized skills and knowledge relating to the retail, potash, nitrogen and phosphate industries, and to the conduct of the Retail, Potash, Nitrogen and Phosphate operations. We believe that we have adequate personnel with the specialized skills and knowledge to successfully carry out our business and operations.

5.6 Intangible Properties

We have registered and pending trademarks and patents in Canada, the US and other countries where our products are sold. In addition, it has been our practice to seek patent protection for inventions and improvements that are likely to be incorporated into our products, where appropriate, and to protect the freedom to use our inventions in its manufacturing processes. We consider several factors in assessing the materiality of our patents including, but not limited to, scope and breadth of claims, sales volumes of products incorporating the technology, strategic importance and patent duration.

While these trademarks and patents constitute valuable assets, we do not regard any single trademark or patent as being material to our operations as a whole. See Note 16 of the 2019 Consolidated Financial Statements for disclosure on estimated useful lives of intangible assets.

5.7 Seasonality

The agricultural products business is seasonal. Crop input sales are generally higher in the spring and fall crop input application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, while customer prepayments made to us are typically concentrated in December and January and inventory prepayments paid to our vendors are typically concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year. See “Risk Factors” below for a description of the risks related to seasonality.

5.8 Environmental Matters

Our operations are subject to numerous environmental requirements under federal, provincial, state and local laws, regulations and permits of the countries we operate in. These laws, regulations and permits govern matters such as air emissions, wastewater discharges, land use and reclamation, groundwater quality, and solid and hazardous waste management. Many of these laws, regulations and permit requirements continue to become increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.

Future environmental capital expenditures are subject to a number of uncertainties, including changes to environmental laws and regulations and interpretations by regulatory authorities or changes in circumstances affecting the Company’s operations. At this time, we are unable to estimate the capital expenditures we may make in subsequent years to meet pollution prevention and emissions control objectives, as well as other environmental requirements.

Environmental Requirements, Permits and Regulatory Approvals

Many of our operations and facilities are subject to a variety of regulatory requirements, permits and approvals, all of which vary depending on the operation in question. Licenses, permits and approvals at operating sites are obtained in accordance with applicable laws and regulations, which may limit or regulate: operating conditions, rates and efficiency; land, water and raw material use and management; product storage, quality and transportation; waste storage and disposal; and emissions and other discharges. Additional legal requirements may apply in circumstances where site contamination predates the current applicable regulatory framework, where remediation is ongoing or where there is otherwise evidence that historic remediation activities have not been successful in protecting the environment. These additional requirements may result in an environmental remediation liability that must be resolved.

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We believe that we are currently in material compliance with existing regulatory requirements, permits and approvals. Permits and approvals are typically required to be renewed or reissued periodically. We may also become subject to new laws or regulations that impose new requirements or require us to obtain new or additional permits or approvals; however, there can be no assurance that such permits or approvals will be issued in the ordinary course. Further, the terms and conditions of future regulations, permits and approvals may be more stringent and may require increased expenditures by the Company.

Air Quality

With respect to air emissions, we anticipate that additional actions and expenditures may be required to meet increasingly stringent federal, provincial and state regulatory and permit requirements in the areas in which we operate, including existing and anticipated regulations under the US federal Clean Air Act. The US Environmental Protection Agency (“EPA”) has issued a number of regulations establishing requirements to reduce air pollutant emissions. We continue to monitor developments in these various programs and assess their potential impact on our operations. The calciners at our Aurora, North Carolina phosphoric acid plant are subject to mercury emission limits adopted by the EPA in 2015, which do not reflect actual emissions during normal operations. The EPA has announced that it intends to issue a revised rule to address the issue and remove the need for the state consent order under which the calciners have been operating while the EPA addresses the issue. In 2015, we entered a consent decree that requires reductions in sulfur dioxide emissions at specified sulfuric acid plants with the final compliance dates occurring at the beginning of 2020. See Note 30 of the 2019 Consolidated Financial Statements for additional information.

Water Quality

There are international, federal, provincial and state regulatory initiatives underway that may result in new regulatory restrictions on discharges of nutrients, including discharges of nitrogen and phosphorus to waters in the US (“Nutrient Criteria”). There are also ongoing litigation efforts in several jurisdictions of the US that seek to require US environmental agencies to develop new Nutrient Criteria. These litigation and regulatory proceedings may result in new Nutrient Criteria that apply to water discharges from several of the Company’s facilities in the US. Some of the proposed restrictions imposed through Nutrient Criteria also have the potential to require our customers to reduce or eliminate their uses of the Company’s products. These Nutrient Criteria could have a material effect on either the Company or its customers, but the impact is not currently predictable or quantifiable with reasonable certainty because many of these initiatives are in relatively early stages and compliance alternatives may be available that do not create material impacts. We are closely monitoring and evaluating the impact of these initiatives on our operations.

Waste Management

In 2003, the EPA began investigating the phosphate industry as part of its National Enforcement Initiative regarding the mineral processing industry. The purpose of the EPA’s National Enforcement Initiative is to ensure that waste resulting from mineral processing is managed in accordance with regulations under The Resource Conservation and Recovery Act, which is the US federal statute that governs the generation, transportation, treatment, storage and disposal of hazardous wastes. The EPA is also evaluating the mineral processing industry’s compliance with the Emergency Planning and Community Right to Know Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”).

Several of the Company’s phosphoric acid production facilities have received notices of violation or entered orders with the EPA as a result of the EPA’s National Enforcement Initiative. These facilities include the Conda, Idaho Phosphate production facility sold in January 2018, for which we retained environmental liabilities attributable to our historic activities. We are negotiating with the EPA and the relevant state environmental agencies to resolve the matters relating to these facilities, and these negotiations are ongoing. In these negotiations, we are seeking to minimize the costs and impact on our future operations consistent with applicable legal requirements, including financial assurance for the future closure, maintenance and monitoring of phosphogypsum stack systems. The full scope of the costs that we may ultimately incur to bring these matters to a conclusion could be material to our operations, but are not currently predictable or quantifiable with reasonable certainty. See Note 30 of the 2019 Consolidated Financial Statements for additional information.

Asset Retirement Obligations

Provisions are recognized when: (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated.

We have recorded in the 2019 Consolidated Financial Statements provisions for decommissioning obligations (also known as asset retirement obligations) primarily related to mining and mineral activities. The major categories of asset retirement obligations include reclamation and restoration costs at our potash and phosphate mining operations (phosphate mining, in particular), including the management of materials generated by mining and mineral processing, such as: various mine tailings and gypsum; land reclamation and revegetation programs; decommissioning of underground and surface operating facilities; general clean-up activities aimed at returning the areas to an environmentally acceptable condition; and post-closure care and maintenance.

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The estimation of the costs of asset retirement obligations depends on the development of environmentally acceptable closure and post-closure plans. In some cases, this may require significant research and development to identify preferred methods for such plans that are economically sound and that, in most cases, may not be implemented for several decades. We have continued to use appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which we operate.

The asset retirement obligations are generally incurred over an extended period. As at December 31, 2019, we had accrued a total of $1,254 million for asset retirement obligations, the current portion of which totaled $123 million. For additional information, see Note 24 of the 2019 Consolidated Financial Statements.

Site Assessment and Remediation

We are also subject to environmental statutes that may require investigation and, where appropriate, remediation of contaminated properties. Canadian federal and provincial laws as well as CERCLA and other US federal and state laws impose liability on, among others, past and present owners and operators of properties or facilities at which hazardous substances have been released into the environment and persons who arrange for disposal of hazardous substances that are released into the environment. Liability under these laws may be imposed jointly and severally and without regard to fault or the legality of the original actions, although such liability may be divided or allocated according to various equitable and other factors. We have incurred and expect to continue to incur costs and liabilities in respect of our current and former operations, including those of divested and acquired businesses. We have generated and, with respect to our current operations, continue to generate substances that could result in liability for us under these laws.

As at December 31, 2019, we had accrued environmental costs of $544 million for costs associated with site assessment and remediation, including consulting fees, related to the clean-up of contaminated sites currently or formerly associated with the Company or its predecessors’ businesses. As at December 31, 2019, the current portion of these costs totaled $25 million. The accrued amounts include the Company’s and its subsidiaries’ expected final share of the costs for the site assessment and remediation matters to the extent future outflow of resources is probable and can be reliably estimated, as well as accrued amounts from acquired companies. For additional information, see Note 24 of the 2019 Consolidated Financial Statements.

It is often difficult to estimate and predict the potential costs and liabilities, including natural resource damages, associated with these programs, and there is no guarantee that we will not in the future be identified as potentially responsible for additional costs under these programs, either as a result of changes in existing laws and regulations or as a result of the identification of additional matters or properties covered by these programs. For certain matters, we are unable to make a reliable estimate of the amount and timing of any financial effect in excess of the amounts accrued for various reasons including: complexity of the matters; early phases of most proceedings; lack of information on the nature and timing of future actions in the matters; dependency on the completion and findings of investigations and assessments; and the lack of specific information as to the nature, extent, timing and cost of future remediation with respect to those matters. Until we have greater clarity as to our liability and the extent of our financial exposure, it is not practicable to make a reliable estimate of the financial effect. For additional information, see Note 30 of the 2019 Consolidated Financial Statements.

Climate Change and Greenhouse Gas (“GHG”) Emissions

Nutrien generates GHG emissions directly and indirectly through the production, distribution and use of its products. These emissions may be subject to climate change policies and regulations, all of which are developing in unique ways within various federal, provincial and state jurisdictions. Increasing regulation of GHGs may impact our operations by requiring changes to our production processes or increasing raw material, energy, production or transportation costs in order to ensure compliance. There are also significant differences in the climate change policies of countries where Nutrien operates as some are parties to the Paris Agreement, negotiated in December 2015, under the United Nations Framework Convention on Climate Change, and some are not.

Sources of GHGs from our production operations include emissions from the reforming of natural gas to produce hydrogen, which is used to synthesize ammonia, as well as process emissions from some of our nitric acid plants. We estimate that the production stage of our operations accounts for approximately 95 percent of our overall emissions. Approximately two-thirds of the natural gas required to produce ammonia – the basic building block of all nitrogen fertilizer – is used to provide the necessary hydrogen for the process. Given current economically viable technologies, the CO2 emissions related to this process are fixed by the laws of chemistry and cannot be reduced. We have developed strategies to attempt to improve energy efficiency in our production operations, to capture and store carbon, and to reduce the amount of nitrous oxide (“N₂O”) emissions from our nitric acid facilities. We are also investing in developing new precision agriculture technologies and agronomic services that improve the efficiency of fertilizer applications within our Retail operations, so more grain can be produced with the same amount of fertilizer and with reduced loss to the environment.

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Our Canadian manufacturing facilities are primarily located in the provinces of Alberta and Saskatchewan and are subject to a variety of provincial and federal requirements to reduce GHG emissions ranging from carbon taxes to emissions intensity reduction requirements. We attempt to minimize our Canadian compliance costs through the implementation of various efficiency and emissions reduction projects, including: overall efforts to increase operational efficiency; operating a cogeneration facility in partnership with TransCanada Energy Ltd., a subsidiary of TC Energy Corporation, at Carseland, Alberta that captures waste heat and produces emission offset credits; operating a cogeneration facility in partnership with ATCO Power Ltd. and SaskPower at our Cory, Saskatchewan potash mine that captures waste heat and provides all of the mine’s steam requirements; and the development and implementation of the Nitrous Oxide Emissions Reduction Protocol designed to generate emission offset credits for farmers who reduce their N₂O emissions. We have also partnered with Enhance Energy Inc. to supply CO₂ from the Redwater nitrogen facility to the Alberta Carbon Trunk Line to be captured and used for enhanced oil recovery in Central Alberta. The project began its first CO₂ injection in December 2019.

Large final emitters (industrial facilities emitting over 100,000 tonnes of carbon dioxide equivalents (“CO₂e”)) in Alberta have been subject to emission reduction requirements and a GHG pricing system since implementation of the Specified Gas Emitters Regulation (“SGER”) in 2007. Nutrien’s Carseland, Fort Saskatchewan and Redwater facilities were subject to compliance reporting and carbon pricing under this program. In 2018, the Alberta government replaced SGER with product specific emission intensity benchmarks under the Carbon Competitiveness Incentive Regulation (“CCIR”). This program was phased-in through 2018 and 2019, whereby facilities were granted an additional transitional emission allowance representing 50 percent of the facility’s historical compliance obligation (based on emissions and production) for 2018 and 25 percent of historical compliance obligation for 2019. The aggregated compliance costs for Nutrien in the first year of the CCIR were minimal. This was due to the additional phase-in emission allowance in the first year of the program, and good plant reliability in 2018. Compliance costs for 2019 were approximately $3 million, with the higher costs due to lower emission allowances in the second year of CCIR and maintenance outages at the Redwater and Carseland facilities.

In late 2016, Canada and its provinces, other than Saskatchewan and Manitoba, agreed to the Pan-Canadian Framework on Clean Growth and Climate Change (“Framework”). Manitoba subsequently signed onto the Framework, whereas Ontario and Alberta have since pulled out of it. The Framework is the blueprint by which Canada will attempt to meet its commitment under the Paris Agreement. The Greenhouse Gas Pollution Pricing Act (“GGPPA”), passed in June 2018, is Canada’s legislative tool for implementing the Framework. The GGPPA is designed to act as a federal backstop that will apply in provinces that do not establish their own systems that meet federal stringency criteria. The GGPPA is comprised of two parts: a federal fuel charge beginning at $20 per tonne CO₂e in 2019 and rising by $10 per tonne CO₂e per year through 2022, and an output-based pricing system for large industrial emitters.

In September 2018, the Canadian federal government announced that the federal GGPPA backstop would apply in Saskatchewan, Manitoba, Ontario and New Brunswick; however, the Saskatchewan Management and Reduction of Greenhouse Gases Act was deemed equivalent, which allows for a Saskatchewan potash industry-specific five percent emission intensity reduction from a specified three-year baseline by 2030. All six of our Saskatchewan potash facilities submitted baseline applications for provincial approval in September 2019. Negotiations between the Saskatchewan Ministry of Environment and the federal Department of Environment and Climate Change Canada are underway to develop a system that would apply to power generation and, as a result, pass-through costs on electricity from the backstop are yet to be determined. The GGPPA backstop did not apply in Alberta as it already had an economy wide fuel carbon levy and equivalent large emitter program through the CCIR.

On January 1, 2020, the Alberta government replaced the CCIR with the Technology Innovation and Emissions Reduction Regulation (“TIER”). Under this program, facilities that emit 100,000 tonnes or more of CO₂e will be subject to the less stringent of a product-specific high-performance benchmark (“HPB”) based on the emission intensity of the most efficient facilities, or a facility-specific benchmark based on a 10 percent emission intensity reduction relative to the facility’s own historical baseline. The stringency of facility-specific benchmarks will increase by one percent annually beginning in 2021 until the facility benchmark reaches the HPB. The tightening rate will not apply to industrial process emissions, which are fixed by chemistry and cannot be reduced through efficiency improvements. TIER was designed to meet federal stringency criteria to avoid application of the federal GGPPA backstop and is currently priced at $30 per tonne of CO₂e. On December 6, 2019, the Canadian federal government announced that TIER has met its stringency criteria, albeit only for the year 2020. In 2021, the federal price on carbon for large emitters under the GGPPA will increase to $40 per tonne of CO₂e. It is currently unknown if Alberta will increase its carbon price under TIER by a similar amount.

In June 2019, the Alberta government repealed the Alberta carbon levy. This provincial carbon levy previously applied at the point of purchase to all fuels beginning in 2017. With the provincial levy now canceled, the federal backstop fuel charge under the GGPPA began to apply in Alberta starting January 1, 2020. This will not impact Alberta facilities regulated under TIER.

Saskatchewan, Ontario, and more recently Alberta, have launched legal challenges to the constitutionality of the GGPPA. Decisions have been issued in the Ontario and Saskatchewan challenges upholding the federal government’s jurisdiction to implement the backstop; however, both provinces are appealing the decisions. As of the date hereof, Alberta’s challenge has not been ruled upon.

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The Canadian federal government is currently conducting consultations with stakeholders to implement a federal Clean Fuel Standard that will apply to liquid fuels beginning in 2022 and gaseous fuels beginning in 2023. This standard will be designed to incent the development and use of lower carbon fuels. Nutrien is tracking development of the standard and will remain engaged through the consultation process.

In the US, the EPA has issued GHG emissions regulations that establish a reporting program for emissions of CO₂, methane and other GHGs, as well as a permitting program for certain large GHG emissions sources. Beyond that, there is significant uncertainty regarding the likelihood of new or amended federal GHG regulations in the US under the current presidential administration, and the potential impact on the Company cannot be determined at this time. Apart from federal regulation of GHGs, some US states have also enacted laws concerning GHG emissions that we are monitoring for impacts on our operations.

The impacts of climate change and future restrictions on emissions of GHGs on the Company’s operations could be material but cannot be determined with any certainty at this time.

Facility and Product Security

Through our Safety, Health and Environment department, we regularly evaluate and address actual and potential security issues and requirements associated with our operations in the US and elsewhere using approved security vulnerability methodologies. Additional actions and expenditures may be required in the future. In the US, chemical facilities are regulated under the Maritime Transportation Security Act, the Chemical Facility Anti-Terrorism Standards, and the Food Safety Modernization Act (Mitigation Strategies to Protect Food Against Adulteration). It is anticipated that the US Congress will continue to consider federal legislation designed to reduce the risk of any future terrorist acts at industrial facilities. We believe that we are in material compliance with applicable security requirements, and we have also developed and adopted security measures and enhancements beyond those presently required at both our regulated and non-regulated facilities. To date, neither the security regulations nor our expenditures on security matters have had a material adverse effect on our financial position or results of operations. We are unable to predict the potential future costs to us of any new governmental programs or voluntary initiatives.

5.9 Employees

At December 31, 2019, we employed approximately 22,300 people. Of these 22,300 employees, our Retail operations employed approximately 14,800 people, our Potash operations approximately 2,600, our Nitrogen operations approximately 1,700, our Phosphate operations approximately 1,600, our Corporate functions approximately 1,400, with the remaining approximately 200 people employed within our shared services group providing sales and logistics services to our Potash, Nitrogen and Phosphate operations.

We have entered into 16 collective bargaining agreements with labor organizations representing employees. The following table sets forth the plant locations where we have entered into collective bargaining agreements and their respective expiry dates.

1 The terms of this collective bargaining agreement, including new expiry date, remain under renegotiation as of the date hereof.

We believe we have an effective working relationship with our employees, and the unions representing them.

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5.10 Social and Environmental Policies

Code of Ethics

Nutrien’s most important assets are our employees, customers, shareholders, suppliers and the communities in which we operate. It is critical that we maintain the trust of each of these stakeholders. Our Code of Ethics (“Code”) helps us fulfill our responsibilities by: committing to the public and our stakeholders our uncompromising integrity in every aspect of our business; describing our values and principles of business conduct, including our own high standards and fundamental respect for the rule of law; guiding employees how to engage in ethical decision making in all of our operations around the world; and outlining our approach to interacting ethically with stakeholders and acting in the best interest of shareholders. The Code also outlines our commitment to the safety of people and protection of the environment.

We actively promote ethical behavior through the Code and numerous supporting policies, which are reinforced by due diligence procedures, training, and our compliance hotline. In 2019, all Nutrien employees received formal training on the Code and other compliance related topics. Our confidential 24-hour, 365 days a year, externally administered compliance hotline allows employees to report any violations or suspected violations of the Code, other Nutrien policies or any other illegal or unethical behavior. The Code also clearly sets out our non-retaliation policy which is designed to enable employees to raise good faith issues in a safe environment without fear of retaliation.

Anti-Corruption Policy

We operate in a wide range of jurisdictions and are vigilant and proactive in preventing and detecting corruption. Our global Anti-Corruption Policy requires those who work on behalf of Nutrien to ensure that their own conduct fulfils the corporate commitment to compliance with the laws in each applicable jurisdiction. It applies to Nutrien’s directors, officers, employees, representatives, consultants, and other agents of Nutrien and each of its subsidiaries and in every country where we do business.

Nutrien maintains an anti-corruption due diligence program that includes:

Workplace Policies

We have adopted a robust diversity and inclusion strategy that focuses on increasing gender diversity and match-to-market representation of visible minorities, including Indigenous peoples in Canada. Within the strategy, we are committed to increasing diversity of our workforce while increasing inclusive practices and a sense of belonging for our employees. We implemented a Respect in the Workplace Policy, an Inclusive Workplace Commitment Statement and an Equal Employment and Affirmative Action Policy. Implementation of our workplace diversity and inclusion initiatives is supported by training and workshops, employee resource groups, and ongoing monitoring of internal employment trends (new hires, promotion and turnover) for diverse employee groups. We benchmark our inclusion maturity using a comparison of our practices to the Global Diversity and Inclusion Benchmark model as a basis for continuous improvement.

Supplier Code of Ethics and Procurement Procedure

Our Supplier Code of Ethics (“Supplier Code”) is aligned with our commitment to the 10 principles of the United Nations Global Compact and international standards. The Supplier Code identifies the values that we expect our suppliers to embrace and applies to those suppliers that provide products or services to us around the world.

Commitment by our suppliers to the principles of the Supplier Code is significant in our decision making process. Our legal and compliance teams support the due diligence process for high-risk suppliers, which includes ensuring that appropriate language is included in contracts with various suppliers and a requirement that the supplier adhere to our Supplier Code. Where suppliers refuse to follow the principles of the Supplier Code or show signs that they are not committed to improving their practices to comply with its principles, Nutrien will review its relationship with the supplier. Where contractual commitments and local law permit, this review may include termination of our relationship with the non-compliant supplier.

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We are also committed to supporting diversity and inclusion throughout the procurement process. Our procurement policies and procedures – including our Procurement Diversity and Inclusion Procedure – are designed to ensure that fair consideration is given to all potential suppliers. We have developed an Aboriginal Content Playbook to assist suppliers in developing local Aboriginal content in their own organizations and supply chains. In addition, we work with Aboriginal opportunity partner companies to provide contracting opportunities at our worksites. We believe in building and maintaining relationships of mutual respect with Aboriginal communities through our procurement practices, and extend this further by providing employment and training opportunities and community investments.

Safety, Health, Environment and Security Policy

We are committed to the care and protection of our people, environment, community, and customers. We honor that commitment by making safety a core value of our organization, as we grow our world from the ground up.

Under our Safety, Health, Environment and Security (“SHE&S”) Policy, our goals are to:

We strive to accomplish these goals through our SH&E strategy of “home safe, every day”, which brings our safety vision, principles and priorities to life and guides our daily actions and behaviors. Nutrien will ensure leaders and their teams are well-supported with SH&E expertise and resources to help everyone go home safe, every day.

We have well-defined SHE&S policies, programs and processes, committed leadership, and a responsible workforce. In addition to a Corporate SHE&S Department, we have established a SHE&S organization in each business unit with clear lines of reporting and accountability. This has enabled us to focus on both oversight and governance as well as increasing management involvement in our operations and activities. We steward to an integrated SHE&S management system, which includes a policy and system of documenting SHE&S management and performance expectations applicable to our facilities. Our business units and, where appropriate, individual facilities augment these requirements with system controls necessary to manage the risks unique to those operations.

Continuous improvement and performance monitoring of our operations occur in part through the Board SHE&S Committee (“BSC”), and also through various business unit initiatives and work teams. The development of environmental management systems standards, guidance documents and continuous improvement occurs at the business unit level SHE&S leaders’ committee (“Operational Committee”) and the Corporate SHE&S Department. The Corporate SHE&S Department reports through the Operational Committee, where performance and risk management issues are addressed. The SHE&S leaders’ committee reports through the Corporate SHE&S Committee (“CSC”), which in turn reports to the BSC. Policy and strategy are reviewed annually at the CSC level for relevance and modified as appropriate. The BSC is responsible for the general oversight of SHE&S governance. These committees meet on a recurring basis to monitor performance against annual and longer-term performance goals, to discuss plans and strategies relating to our processes, and to evaluate opportunities for improving our systems.

Technical support and compliance assurance for our operations are managed at three levels within the organization: the facilities level, business unit level and corporate level. At the corporate level, Corporate SHE&S staff are responsible for maintaining integrated systems, performance monitoring, providing technical expertise and conducting business unit SHE&S audits. The use of a structured compliance assurance program enables us to achieve continuous improvement and consistent management practices at our facilities and in our operations.

We maintain ongoing, close working relationships with industry associations and regulatory agencies. These relationships ensure that new or changing regulations are known, understood, and communicated so risk management strategies can be developed to maintain compliance.

Sustainability

In 2019, we continued to develop our sustainability strategy to advance resilient agricultural practices and strengthen sustainable food production through innovative solutions that balance environmental, social and economic factors in our business and across our value chain. Nutrien’s sustainability strategy complements our corporate strategy by providing key enablers for organizational success and bringing our purpose to life.

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We published our 2018 Sustainability Report in July 2019 detailing Nutrien’s Sustainability program and providing information about our strategy, material topics, performance data and initiatives. The report can be viewed on the Company’s website at www.nutrien.com. The Company intends to focus on sustainability disclosures for the investment community and other stakeholders by issuing Nutrien’s first Environmental, Social and Governance Report in the first half of 2020.

5.11 Risk Factors

Our performance and our future operations are and may be affected by a wide range of risks. The following section describes our key risks and uncertainties. Any or all of these risks, or other risks not presently known to us or that we do not deem material, could have a material adverse effect on our business, financial condition, results of operations, cash flows, value of our debt securities and, in certain cases, our reputation.

Significant changes in the agriculture space could adversely impact our business

The agricultural landscape continues to evolve at an increasingly fast pace as a result of factors including farm and industry consolidation, agricultural productivity and development and climate change.

Farm consolidation in the US and other developed markets has been ongoing for decades and is expected to continue as grower demographics shift and advancements in innovative technology and equipment enables farmers to manage larger operations to create economies of scale in a lower-margin, more capital-intensive environment. Increased consolidation in the crop nutrient industry has resulted in greater resources dedicated to expansion, research and development opportunities, leading to increased competition in advanced product offerings and innovative technologies. Some of these competitors have greater total resources or are state-supported, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities.

The advancement and adoption of technology and digital innovations in agriculture and across the value chain has increased and is expected to further accelerate as grower demographics shift and pressures from consumer preferences, governments and climate change initiatives evolve. The development of seeds that require less crop nutrients, development of full or partial substitutes for our products or developments in the application of crop nutrients such as improved nutrient use or efficiency through use of precision agriculture could also emerge, all of which have the potential to adversely affect the demand for our products and results of operations.

The prospective impact of potential climate change on our operations and those of our customers and farmers remains uncertain. Some scientists have suggested that the impacts of climate change could include changing rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels, and that these changes could be severe. These impacts could vary by geographic location and the risk relating to the impact of climate change could include acute risks resulting from increased severity of extreme weather events and chronic risks resulting from longer-term changes in climate patterns. Risks also arise from a wide variety of policy, regulatory, legal, technological and market responses to the challenges posed by climate change.

These factors as well as other factors affecting long-term demand for our products and services (such as population growth and changes in dietary habits) could adversely impact our strategy, demand for our products and financial performance.

Shifting market fundamentals may result in a prolonged agriculture downturn

Global macro-economic conditions and shifting dynamics, including trade tariffs and restrictions and increased price competition, or a significant change in agriculture production or consumption trends, could lead to a sustained environment of reduced demand for our products, and/or low commodity prices.

We are subject to intense price competition from both domestic and foreign sources, including state-owned and government-subsidized entities. Crop nutrients, including potash, nitrogen and phosphate, are global commodities with little or no product differentiation, and customers make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on customer service and product quality. Historically, selling prices for our products have fluctuated in response to periodic changes in supply and demand conditions. Supply is affected by available capacity and operating rates, raw material costs and availability, government policies and global trade.

Periods of high demand, high capacity utilization and increasing operating margins tend to result in investment in production capacity, which may cause supply to exceed demand and capacity utilization and realized selling prices for our products to decline, resulting in possible reduced profit margins. Such conditions could also include write-downs in the value of our inventory and production assets, and temporary or permanent curtailments of production. Competitors and potential new entrants in the markets for potash, nitrogen and phosphate have in recent years expanded capacity, begun construction of new capacity, or announced plans to expand capacity or build new facilities. The extent to which current global or local economic and financial conditions, changes in such conditions or

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other factors may cause delays or cancellation of some of these ongoing or planned projects, or result in the acceleration of existing or new projects, is uncertain. Future growth in demand for our products may not be sufficient to absorb excess industry capacity.

We are impacted by global market and economic conditions that could adversely affect agriculture commodity trade flows and demand for crop nutrients or increase prices for, or decrease availability of, raw materials and energy necessary to produce our products. These conditions include international trade disputes, international crises or risks thereof (such as pandemics or epidemics), rising incomes in developing countries, the relative value of the US dollar and its impact on the importation of fertilizers, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets and other regulatory policies of foreign governments, as well as the laws and policies affecting foreign trade and investment.

Trade disputes, tariffs and other restrictions may lead to volatility in commodity prices, disruptions in historical trade flows and shifts in planting patterns that could have an adverse effect on our business, financial condition and results of operations. Additionally, some of our customers require access to credit to purchase our products and a lack of available credit to customers in one or more countries, due to this deterioration, could adversely affect demand for crop nutrients as there may a reluctance to replenish inventories in such conditions.

Our business may be adversely affected by changing regulations

We are subject to numerous federal, state, provincial and local environmental, health and safety laws and regulations, including laws and regulations relating to land, water and raw material use and management; the emission of contaminants to the air or water; land reclamation; the generation, treatment, storage, transportation, disposal and handling of hazardous substances and wastes; the clean-up of hazardous substance releases; and the demolition of existing plant sites upon permanent closure. Specifically, our mining and manufacturing processes release CO₂ and other GHGs and consume energy generated by processes that result in GHG emissions.

We incur significant costs and associated liabilities in connection with these laws and regulations. There are substantial uncertainties as to the nature and timing of any future regulations with many of the laws and regulations continuing to become increasingly stringent, and the cost of compliance can be expected to increase over time. New or revised laws or regulations may result from pressure on law makers and regulators to address climate change, transition to a low-carbon economy or to address concerns related to fertilizer and food prices, accidents, terrorism or transportation of potentially hazardous substances. Increased or more stringent regulations, if enacted, could impact our ability to produce or transport certain products, increase our raw material, energy, transportation, and compliance costs, reduce our efficiency, require us to make capital improvements to our facilities and have a negative effect on our customer satisfaction, reputation and financial performance. To the extent that such regulations, including GHG restrictions, are not imposed in the countries where our competitors operate or are less stringent than regulations that may be imposed in the US, Canada or the other jurisdictions in which we operate, our competitors may have a cost or other competitive advantages over us.

We hold numerous environmental, mining and other governmental permits and approvals authorizing operations at each of our facilities. Continuation and/or expansion of our operations is dependent upon renewing or securing the necessary environmental or other permits or approvals. A decision by a government agency to deny or delay issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing permit or approval, could materially adversely affect our ability to continue operations at the affected facility.

We are subject to antitrust laws in various countries throughout the world. A significant portion of our business activities are conducted in countries under existing trade agreements and regulations. Changes in antitrust laws, trade agreements or regulations may limit our operations or the operations of Canpotex, and could negatively impact opportunities for future acquisitions or organic growth.

Our operations may be affected by political, economic and social instability in the areas in which we operate

We are a global business with significant operations in Canada and the US as well as operations outside of North America, including Australia, South America, European countries and Trinidad, with a focus on expanding our international presence in Brazil. We also hold business investments primarily in Egypt, China and Argentina.

We are subject to numerous risks and uncertainties relating to international sales and operations, including: difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; abrupt or unexpected changes in regulatory environments; increased government regulation of the economy and/or state ownership of enterprises; forced divestures or changes to or nullification of existing agreements, mining permits or leases; political and economic instability, including the possibility for civil unrest, inflation and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls; nationalization of properties or assets by foreign governments; the imposition of tariffs, exchange controls, trade barriers or other restrictions; restrictions on monetary distributions; and currency exchange rate fluctuations between the US dollar and foreign currencies.

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The occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business and could adversely affect our revenue and operating results and the value of our assets located in such countries.

Our governance and compliance processes, which include the review of internal controls over financial reporting and specific internal controls in relation to offers of things of value to government officials and representatives of state-owned enterprises, may not prevent potential violations of law, accounting or governance practice. Our Code, together with our mandatory policies, such as our anti-corruption and anti-fraud policies, may not prevent instances of fraudulent behavior and dishonesty nor guarantee compliance with legal or regulatory requirements. This may lead to regulatory fines, disgorgement of profits, litigation, loss of operating licenses or reputational damage.

Our information technology systems, infrastructure and data may become the target of cybersecurity attacks

Information technology systems are embedded in our business and operational control systems and, as we grow our digital platform and process automation systems, we may become more exposed to cyberattacks, which continue to become increasingly sophisticated. Cybersecurity risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses, the unintended disclosure of confidential information, the misuse or loss of control over computer control systems, and breaches (intentional or otherwise). Targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of a key information or operations technology system or a breach in security measures designed to protect our technology systems could result in property damage, theft, misuse, modification and destruction of information, including trade secrets and confidential business information, and cause business disruptions, reputational damage, extensive personal injury and third-party claims, which could negatively impact our operations and our financial performance.

We may fail to maintain the support of our stakeholders for our business plans

Our stakeholders, which consist of shareholders, customers, employees, suppliers, global and indigenous communities and governments, among others, may place an increasing importance on the structure of our business, our ability to execute on our strategy and our core sustainability and social responsibilities. Underperformance due to weak market fundamentals or business issues, inadequate communication, engagement and/or collaboration with our stakeholders, inadequate management of climate change issues, or dissatisfaction with our practices or strategic direction may lead to a lack of support for our business plans. Loss of stakeholder confidence impairs our ability to execute on our business plans, negatively impacts our ability to produce or sell our products and may also lead to reputational and financial losses, or shareholder action.

We may fail to develop the right organizational structure, talent and resources

Our ability to attract and retain qualified top talent and provide the necessary organizational structure, programs and culture to engage and develop our employees is crucial to our growth and achieving our business results.

Although we strive to be an employer of choice, competition for skilled employees in certain geographical areas can be significant and we may not be successful in attracting, developing or retaining such skilled employees. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. Failure to develop the right organizational structure or culture could result in decreased productivity, reliability, efficiency and safety performance, higher costs or reputational harm. It could also negatively impact our ability to take on new projects or acquisitions and sustain operations, which might negatively affect our operations or our ability to grow.

New digital technologies or innovations could adversely impact our Retail business model

Digital innovations, increased research and development activities and use of new technology in the agriculture market by new or existing competitors could alter the competitive environment, resulting in existing business models being disrupted, which may adversely impact our Retail operations and financial performance.

We may fail to effectively allocate capital to achieve sustained growth

Challenges may arise in the capital allocation process due to changing market conditions, including the unavailability, due to geopolitical, market or other reasons, of appropriate capital deployment opportunities, and our ability to anticipate and incorporate such changes in our decision-making process. Inefficiencies in the capital allocation process or decisions that are not consistent with strategic priorities or that do not properly assess risk may also lead to inefficient deployment of capital. Failure to allocate capital in an effective manner may lead to reduced returns on capital invested, operational inefficiencies, damage to our reputation or limitations on our access to capital.

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When we undertake any strategic initiatives, our ability to achieve the expected returns and other benefits will be affected by our degree of preparedness and ability to execute.

We may fail to maintain high levels of safety and health or to protect the environment

Our operations are subject to hazardous safety and environmental risks inherent in mining, manufacturing, transportation, storage and distribution of chemical fertilizers, including ammonia, which is highly toxic and corrosive. These risks can include: underground water inflows at our potash mines; explosions; fires; severe weather and natural disasters; train derailments, collisions, vessel groundings and other transportation and maritime incidents; leaks and ruptures involving storage tanks, pipelines and railcars; spills, discharges and releases of toxic or hazardous substances or gases; uncontrolled tailings, gypsum stack or other containment breaches; significant subsidence from mining activities; and deliberate sabotage and terrorist incidents. We also have personnel who work or travel in higher risk countries and are subject to increased safety and security risks as a result.

The potash mining process is complex and subject to certain geological conditions and hazards, including the presence of water-bearing strata above and below many underground mines, which pose the risk of water inflows. It is not uncommon for water inflows of varying degrees to occur in potash mines; however, it is difficult to predict if, when, or to what degree, such inflows could occur. At our Saskatchewan potash mines we have minor water inflows that we actively monitor and manage, as appropriate. Significant inflows at our potash mines could result in increased operational costs, increased risk of personal injury, production delays or stoppages, or the abandonment and closure of a mine. The risk of underground water inflows, as with most other underground risks, is currently not insured.

Failure to prevent or appropriately respond to a safety, health or security incident could result in injuries or fatalities among our employees, contractors or residents in communities near our operations. Such incidents may lead to liabilities arising out of personal injuries or death, operational interruptions and shutdown or abandonment of affected facilities. Preventing or responding to accidents could require us to expend significant managerial time and effort, and financial resources to remediate safety issues, compensate injured parties or repair damaged facilities. Any of the foregoing could have an adverse impact on our ability to produce or distribute product, financial results and our reputation. Failure to prevent a significant environmental incident could be harmful to our employees, contractors, and communities in which we operate and impact the biodiversity, water resources and related ecosystems near our operations. Such incidents could also adversely impact our operations, financial performance or reputation.

Our business and operations are subject to other general and ongoing risks, most of which are outside our control

Canpotex may be dissolved or its ability to operate impaired

Canpotex is the offshore marketing, transportation and distribution company we rely on to deliver our potash to customers outside Canada and the US. Unexpected changes in laws or regulations, market or economic conditions, our (or our venture partner’s) business, or otherwise could threaten the existence or effectiveness of Canpotex. A trusted potash brand could be lost and our access to key offshore markets negatively impacted resulting in a less efficient logistics system, decreased sales, higher costs or lower net earnings from offshore sales.

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We are exposed to various market risks that may impact our operating results

We are exposed to various market factors that may impact our operating results including: changes in the price of, or ability to source, raw materials and energy, which could, among other things, impact our gross margins and profitability; commodity price volatility, including the possibility of asset impairment as a result thereof; currency volatility and risk, including as a result of the translation of foreign subsidiaries’ financial statements to US dollars for consolidation at the Nutrien level; and fluctuations in interest rates which could negatively impact our financial results given our use of floating rate debt, floating rate credit facilities and commercial paper, as well as the refinancing of long-term debt and anticipated future financing needs. We seek to manage a portion of the risks relating to changes in commodity prices and foreign currency exchange rates by using derivative instruments; however, such instruments may be ineffective in fully mitigating such risks.

Changes in the price of raw materials and energy required to produce our products, including natural gas, which is the principal raw material used to manufacture our nitrogen products and a significant energy source in the potash milling and mining process, could have a material impact on our business. The price of raw materials and energy can fluctuate widely for a variety of reasons, including changes in availability because of additional capacity or limited availability due to curtailments, regulatory changes, including changes related to production of certain raw materials or energy sources, or other operating problems. Other external factors beyond our control can also cause volatility in raw materials prices, including, without limitation, general economic conditions, the level of business activity in the industries that use our products, weather conditions and forecasts, competitors’ actions, international events and circumstances and governmental regulation in the US and abroad. Because most of our products are commodities or derived from commodities, there can be no assurance that we will be able to recover increases in the price of such raw materials through an increase in the price of our related crop nutrient products. Conversely, when the market prices for these raw materials rapidly decrease, the selling prices for related crop nutrients can fall more rapidly than we are able to consume our raw material inventory that we purchased or committed to purchase at higher prices. As a result, our costs may not fall as rapidly as the selling prices of our products. Until we are able to consume the higher-priced raw materials, our gross margins and profitability may be adversely affected.

We have benefited from relatively low North American natural gas prices in recent years; however, the price for natural gas in North America can vary significantly compared to the price for natural gas in Europe and Asia. Significantly lower natural gas prices in Europe and/or Asia may give our competitors in Europe and Asia a competitive advantage, which could, in turn, decrease international and domestic product prices and reduce our margins. In addition, higher natural gas prices, particularly in North America, during a period of low crop input selling prices could adversely affect our results of operations.

There is also a risk to production at various of our facilities due to concerns over the availability of natural gas supplies. Nitrogen facilities in Argentina, Egypt and Trinidad have all experienced supply strains or curtailments. Continued or increased natural gas shortages may result in reduced production available for sale and higher production costs per tonne.

We may be unable to access sufficient, cost-effective and timely transportation, distribution and storage of our products

We rely on railroad, trucking, pipeline and other transportation service providers to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our storage and distribution system and our Retail centers and to ship finished products to our customers.

Our (or the third parties upon which we rely) ability to provide sufficient, cost-effective and timely transportation and storage of product may be challenged due to a number of factors, including labor disputes, system failures, accidents (such as spills or derailments), delays, adverse weather or other environmental events, adverse operating conditions (including aging transportation infrastructure, railroad capacity constraints, changes to rail or ocean freight systems), swings in demand for our products, increased shipping demand for other products, adverse economic conditions, a change in our export, sales or marketing company relationships, or otherwise. This could result in delays and increased costs, lost revenue and reputational damage with our customers.

Adverse weather conditions may decrease demand for our products or delay grower purchases

Our business and our customers are impacted by weather patterns and conditions. Adverse conditions that can delay or intermittently disrupt fieldwork during the planting and growing seasons may cause agricultural customers to use different forms of crop nutrients and crop protection products, which may adversely affect demand for the forms that we sell or may impede farmers from applying our crop nutrients and crop protection products until the following growing season, or in some cases not at all, resulting in lower demand for our products and reduced revenues. In addition, we face the significant risk and cost of continuing to carry inventory should our customers’ activities be curtailed during their normal application seasons. We must manufacture and distribute product throughout the year in order to meet peak season demand, as well as react quickly to unexpected changes in weather patterns that affect demand. Weather can also have an adverse effect on crop yields, which could lower the income of growers and impair their ability to purchase our crop nutrients, crop protection and seed products and services. As a result, our quarterly financial results may vary significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns, and losses due to adverse weather conditions in one quarter may not be recovered in the following season.

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We may be unable to access capital on a cost-effective or timely basis

We rely on access to debt capital markets to finance our day-to-day and long-term operations. Access to and cost of capital may be affected by factors not specific to our Company, such as adverse conditions in the credit markets, general and industry-specific market and economic conditions and interest rate fluctuations. Our access to capital will also be dependent on our credit ratings, which are determined by, among other things, the level and quality of our earnings, our ability to generate cash flows and restrictions on our ability to repatriate cash offshore. A credit rating downgrade could potentially limit our access to private and public credit markets and increase the costs of borrowing under our existing credit facilities. A downgrade could also limit our access to short-term debt markets and increase the cost of borrowing in the short-term and long-term debt markets. Inability to access capital on a cost-effective or timely basis may result in a loss of liquidity, an increase in the cost of capital or inability to execute on value-added transactions requiring significant capital. Our reputation and financial performance may be impacted by concerns regarding the contribution of our operations to climate change and could include a reduction in investor confidence and constraints on our ability to access capital markets.

Our operations are exposed to counterparty risk

We are exposed to the risks associated with counterparty performance, including credit risk and performance risk. We may experience material financial losses in the event of customer payment default for our products and/or financial derivative transactions.

We are subject to legal proceedings, the outcome of which may affect our business

We are, and may in the future be, involved in legal and regulatory proceedings, including matters arising from our activities or activities of predecessor companies. The outcome of these matters may be difficult to assess or quantify, and such matters may not be resolved in our favor. Such matters could result in unfavorable outcomes, including fines, sanctions and monetary damages against us or our directors, officers or employees. The defense of such matters may also be costly and time consuming, and could divert the attention of management and key personnel from our operations. We may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable.

Our insurance coverage may not adequately cover our losses

We maintain property, business interruption, casualty and liability insurance policies, but we are not fully insured against all potential hazards and risks pertaining to our business. As a result, we may incur significant liability for which we are not fully insured. We are subject to various self-retentions, deductibles and limits under these insurance policies. The policies also contain exclusions and conditions that could have a material adverse impact on our ability to receive indemnification thereunder. Our policies are generally renewed annually. As a result of market conditions, our premiums, self-retentions and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage for certain hazards and risks.

We may be subject to labor disruptions or disputes

A significant portion of our workforce is unionized or otherwise governed by collective bargaining or similar agreements. In addition, seven of our sixteen collective bargaining agreements remain under renegotiation as of the date hereof. We are therefore subject to the possibility of organized labor disruptions. Adverse labor relations or contract negotiations that do not result in an agreement could result in strikes, slowdowns or impose additional costs to resolve these disputes. These disruptions may negatively impact our ability to produce or sell our products. These disruptions may also impact our ability to recruit and retain personnel and could negatively affect our financial performance.

Our reported mineral reserves and mineral resources are only estimates

Our reported mineral reserves and mineral resources are only estimates. The estimated mineral reserves and mineral resources may not be recovered or may not be recovered at the rates estimated. Mineral reserves and mineral resources estimates are based on limited sampling, and, consequently, are uncertain because the samples may not be representative of the actual resources. Mineral reserves and mineral resources estimates may require revision (either up or down) based on actual production experience. Further, market fluctuations in the price of potash, as well as increased production costs or reduced recovery rates (including due to policy, legal, technological, market and societal responses to climate change), may render certain mineral reserves and mineral resources uneconomic and may ultimately result in a restatement of estimated resources and/or reserves.

5.12 Mineral Projects

See “Schedule B – Mineral Projects” for information regarding our Allan, Cory, Lanigan, Rocanville and Vanscoy potash operations.

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Item 6 – Dividends

The declaration, amount and payment date of any dividend by Nutrien is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws and the financial performance, debt obligations, working capital requirements and future capital requirements of Nutrien and its subsidiaries. See “Item 5 – Description of the Business – 5.11 Risk Factors”.

Dividends declared by Nutrien for the years ended December 31 were as follows:

In 2017, PotashCorp declared aggregate cash dividends of $0.40 per PotashCorp Share and Agrium declared aggregate cash dividends of $3.50 per Agrium Share.

Item 7 – Description of Capital Structure

7.1 General Description of Capital Structure

Authorized Capital

The authorized share capital of Nutrien consists of an unlimited number of Common Shares and an unlimited number of preferred shares issuable in series.

As of the date hereof, 570,736,961 Common Shares were issued and outstanding and no preferred shares were issued or outstanding. The following is a general description of the material rights, privileges, restrictions and conditions attached to the Common Shares and the preferred shares.

Common Shares

Each Common Share entitles the holder to: (i) vote at all meetings of holders of Common Shares (except meetings at which only holders of a specified class or series of shares of Nutrien are entitled to vote as provided in the CBCA) and to one vote for each Common Share held on all polls taken at such meetings; (ii) receive, subject to the rights of the holders of another class of shares of Nutrien, any dividend declared by the Board from time to time, in their absolute discretion, in accordance with applicable law; and (iii) receive, subject to the rights of holders of another class or series of shares of Nutrien, the remaining property of Nutrien on the liquidation, dissolution or winding up of Nutrien or any other distribution of the assets of Nutrien for the purposes of winding up its affairs, whether voluntary or involuntary. There are no pre-emptive or conversion rights attaching to the Common Shares and the Common Shares are not subject to redemption. All Common Shares currently outstanding and to be outstanding upon exercise of outstanding options and other securities, as applicable, are, or will be, fully paid and non-assessable.

Our by-laws provide for certain rights of holders of our Common Shares in accordance with the provisions of the CBCA. Such by-laws may be amended either by a majority vote of the holders of Common Shares or by a majority vote of the Board. Any amendment of the by-laws by action of the Board must be submitted to the next meeting of our shareholders whereupon the by-law amendment must be confirmed, confirmed as amended or rejected by a majority vote of the shareholders voting on such matter. The Common Shares are not redeemable or convertible.

Preferred Shares

The preferred shares may at any time and from time to time be issued in one or more series with the designation, rights, privileges, restrictions and conditions attaching to each series of the preferred shares to be determined by the Board.

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The preferred shares of each series rank on a parity with the preferred shares of every other series, and are entitled to preference over the Common Shares and any other shares of the Company ranking junior to the preferred shares, with respect to (i) the payment of dividends; (ii) the distribution of property in the event of the liquidation, dissolution or winding-up of Nutrien; and (iii) such other preferences as may be determined by the Board.

Except as specifically provided in the rights, privileges, restrictions and conditions attaching to any series of preferred shares and except as provided by the CBCA, the holders of preferred shares are not entitled to receive notice of or attend any meeting of the shareholders of the Company or to vote at any such meeting for any purpose.

The provisions attaching to the preferred shares as a class may be added to, changed or removed, and the Board may create shares ranking prior to the preferred shares, only with the approval of the holders of the preferred shares as a class, any such approval to be given by the holders of not less than 66²/₃ percent of the preferred shares in writing by the registered holders of the preferred shares or by resolution at a meeting of such holders.

7.2 Constraints

There are no constraints imposed on the ownership of Nutrien’s securities to ensure that the Company has a required level of Canadian ownership.

7.3 Debt Ratings

The following information relating to Nutrien’s credit ratings is provided as it relates to Nutrien’s financing costs, liquidity and operations and to satisfy disclosure requirements under applicable Canadian securities rules. Our ability to access reasonably priced debt in the capital markets is dependent, in part, on the quality of our credit ratings. We continue to maintain investment-grade credit ratings for our long-term debt. A downgrade of the credit rating of our long-term debt could increase the interest rates applicable to future borrowings.

Commercial paper markets are normally a source of same-day cash for the Company. Our access to the US commercial paper market primarily depends on maintaining our current short-term credit ratings as well as general conditions in the money markets.

A credit rating is not a recommendation to buy, sell or hold securities. Such ratings may be subject to revision or withdrawal at any time by the respective credit rating agency and each rating should be evaluated independently of any other rating.

The following table sets out ratings the Company has received in respect of its outstanding debt securities from the ratings agencies as at the date of this AIF. The Company has paid each of Standard & Poor’s Rating Services (“S&P”) and Moody’s Investors Service (“Moody’s”) their customary fees in connection with the provision of the following ratings. The Company has not made any payments to S&P or Moody’s in the past two years for services unrelated to the provision of such ratings.

S&P

The BBB rating assigned by S&P is the fourth highest rating of S&P’s eleven rating categories for long-term debt which range from AAA to D. Issues of debt securities rated BBB are judged by S&P to exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

The A-2 rating assigned by S&P is the second highest rating of S&P’s rating categories for short-term debt which range from A-1 to D. Short-term debt rated A-2 means the obligor has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.

S&P’s stable outlook on Nutrien’s credit ratings means that the ratings are not likely to change.

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Moody’s

The Baa2 rating assigned by Moody’s is the fourth highest rating of Moody’s nine rating categories for long-term debt, which range from Aaa to C. Moody’s appends numerical modifiers from one to three on its long-term debt ratings from Aa to Caa to indicate where the obligation ranks within a particular ranking category, with the two modifier indicating a mid-range ranking. Obligations rated Baa are defined by Moody’s as being subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. Nutrien’s issuer rating assigned by Moody’s is Baa2.

The P-2 rating assigned by Moody’s is the second highest rating of Moody’s four rating categories for short-term debt, which range from P-1 to NP. Issuers rated P-2 are defined by Moody’s as having a strong ability to repay short-term debt obligations.

Moody’s stable outlook on Nutrien’s credit ratings indicates a low likelihood of a rating change over the medium term.

Item 8 – Market for Securities

8.1 Trading Price and Volume

During 2019, Nutrien’s common shares traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) under the symbol “NTR”.

The following table sets out the high, low and closing prices and trading volume of the common shares on the TSX for 2019 on a monthly basis:

The following table sets out the high, low and closing prices and trading volume of the common shares on the NYSE for 2019 on a monthly basis:

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8.2 Prior Sales

During the year ended December 31, 2019, Nutrien issued 474,655 Common Shares pursuant to the exercise and settlement of outstanding share-based compensation award plans, including those assumed from PotashCorp and Agrium in connection with the Merger. During 2019, Nutrien also granted 1,376,533 stock options under its stock option plan. See Note 6 and Note 25 of the 2019 Consolidated Financial Statements for additional information.

In addition, in April 2019, Nutrien issued $750 million aggregate principal amount of 4.200 percent notes due April 1, 2029 and $750 million aggregate principal amount of 5.000 percent notes due April 1, 2049. These notes are unsecured, rank equally with Nutrien’s existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at the Company’s option, at specified prices. See Note 20 of the 2019 Consolidated Financial Statements for additional information.

Item 9 – Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

To the knowledge of the Company, none of the securities of the Company are subject to escrow or contractual restriction on transfer.

Item 10 – Directors and Officers

10.1 Name, Occupation and Security Holding

Information is given below with respect to each of the current directors and executive officers, including names, municipality and country of residence, all current positions held with the Company, present principal occupation and principal occupations held during the last five years. The current directors will hold office until the earlier of their resignation and our next annual meeting of shareholders at which directors are elected or until such directors cease to hold office pursuant to the provisions of the CBCA.

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1 Ms. Jones’ employment with Nutrien as the Executive Advisor to the CEO ended January 1, 2020.

2 Ms. O’Donoghue’s employment with Nutrien as the Executive Advisor to the CEO ended January 1, 2020.

As at December 31, 2019, the directors and executive officers of the Company as a group beneficially own, or control or direct, directly or indirectly, 309,919 Common Shares, representing less than 1 percent of the outstanding Common Shares.

10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set out below, no director or executive officer of the Company was, as at the date hereof, or has been within the 10 years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that:

For the purposes of the above, “order” means any of the following that was in effect for a period of more than 30 consecutive days:

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Except as set out below, no director or executive officer of the Company, or, to the knowledge of the Company, a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

Mr. Burley was a director of Parallel Energy Inc., administrator of Parallel Energy Trust (“Parallel Energy”). On or about November 9, 2015, Parallel Energy and its affiliates filed applications for protection under the Companies’ Creditors Arrangement Act (Canada) and voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Mr. Burley resigned from the board of directors of Parallel Energy Inc. on March 1, 2016. The Canadian entities of Parallel Energy each filed an assignment in bankruptcy under the Bankruptcy and Insolvency Act (Canada) on March 3, 2016. In 2015, securities regulators for the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec, Saskatchewan and New Brunswick issued cease trade orders in relation to the securities of Parallel Energy for the failure by Parallel Energy to timely file financial statements as well as related continuous disclosure documents. Such cease trade orders continue to be in effect. The TSX delisted the trust units and debentures of Parallel Energy at the close of business on December 11, 2015.

In May 2004, Saskatchewan Wheat Pool Inc. (“SWP”), the predecessor of Viterra, disposed of its hog operations, which had been carried on through certain of its subsidiaries, through a court-supervised process under the Companies’ Creditors Arrangement Act (Canada). On April 12, 2005, the Saskatchewan Financial Services Commission issued a cease trade order against four of these subsidiaries of SWP for failing to file the required annual continuous disclosure documents. The cease trade order was revoked on October 18, 2010 pursuant to Viterra’s application to effect a reorganization of the entities in question. Mr. Schmidt served as an officer and/or director of these entities.

10.3 Conflicts of Interest

To the knowledge of the Company, no director or officer of the Company has an existing or potential material conflict of interest with the Company or any of its subsidiaries, joint ventures or partnerships.

Item 11 – Promoters

During the two most recently completed financial years, no person or company has been a promoter of the Company.

Item 12 – Legal Proceedings and Regulatory Actions

The information under “Legal and Other Matters” of Note 30 of the 2019 Consolidated Financial Statements is incorporated by reference herein. For further discussion of certain environmental proceedings in which we are involved, see “Environmental Matters” above.

In the normal course of business, we are also, and expect to continue to be, subject to various other legal proceedings being brought against us. While it is not possible to determine the ultimate outcome of such actions at this time, and inherent uncertainties exist in predicting such outcomes, it is the Company’s belief that the ultimate resolution of any such known actions is not reasonably likely to have a material adverse effect on its consolidated financial statements.

Item 13 – Interest of Management and Others in Material Transactions

To the knowledge of the Company, as of the date hereof, there were no directors or executive officers of the Company or any associate or affiliate of a director or executive officer of the Company with any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

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Item 14 – Transfer Agent, Registrar and Trustees

During the year ended December 31, 2019, the registrar and transfer agent for the Common Shares was AST Trust Company (Canada), at its principal offices in Saskatoon, Saskatchewan; Calgary, Alberta and Toronto, Ontario.

The trustee for the Nutrien Notes is the Bank of New York Mellon at its principal offices in New York, New York.

Item 15 – Material Contracts

To the knowledge of the Company, no material contracts require disclosure under this Item.

Item 16 – Interests of Experts

16.1 Names of Experts

The Company’s 2019 and 2018 Consolidated Financial Statements have been audited by KPMG LLP. The consolidated financial statements of the Company as at December 31, 2017 and for the period from the date of incorporation (June 2, 2017) to December 31, 2017 have been jointly audited by KPMG LLP and Deloitte LLP.

The Consolidated Financial Statements of PotashCorp for the year ended December 31, 2017 (“PotashCorp 2017 Consolidated Financial Statements”) have been audited by Deloitte LLP.

The Consolidated Financial Statements of Agrium for the year ended December 31, 2017 (“Agrium 2017 Consolidated Financial Statements”) have been audited by KPMG LLP.

Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., an employee of the Company, prepared the Allan Technical Report, the Cory Technical Report, the Lanigan Technical Report and the Rocanville Technical Report (each, as defined in Schedule B hereto). Mr. Funk is a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and has reviewed and approved the scientific and technical information in this AIF relating to the Company’s Allan, Cory, Lanigan and Rocanville potash operations.

A. Dave Mackintosh, P.Geo., of ADM Consulting Limited, and Michael Ryan Bartsch, P.Eng. and Dennis William Aldo Grimm, P.Eng., both employees of the Company as of the date of the Vanscoy Technical Report (as defined in Schedule B hereto), each prepared certain sections of the Vanscoy Technical Report in accordance with NI 43-101 on behalf of the Company. Mr. Mackintosh, of ADM Consulting Limited, Messrs. Bartsch and Grimm are qualified persons under NI 43-101 and have reviewed and approved the scientific and technical information within this AIF relating to the Company’s Vanscoy potash operations.

16.2 Interests of Experts

KPMG LLP are the auditors of the Company and have confirmed with respect to the Company that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant US professional and regulatory standards.

Deloitte LLP, the former auditors of the Company and PotashCorp, have confirmed that they were, with respect to the Company, throughout the period from the date of incorporation of the Company (June 2, 2017) to December 31, 2017 and as of February 20, 2018, and, with respect to PotashCorp, throughout the period covered by the PotashCorp 2017 Consolidated Financial Statements and as of February 20, 2018, independent with respect to the Company and PotashCorp (and their associates or affiliates) within the meaning of the United States Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the US Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States) and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Saskatchewan.

Craig Funk is an employee of the Company and holds beneficially, directly or indirectly, less than one percent of any class of the securities of the Company or of any of the Company’s associates or affiliates.

A. Dave Mackintosh, P.Geo., ADM Consulting Limited and the partners, employees and consultants of ADM Consulting Limited, did not hold any registered or beneficial interests, directly or indirectly, in the securities of the Company or its associates or affiliates.

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Dennis William Aldo Grimm, P.Eng., is a retired employee of the Company and holds beneficially, directly or indirectly, less than one percent of any class of the Company’s securities.

Michael Ryan Bartsch, P.Eng., is an employee of the Company and holds beneficially, directly or indirectly, less than one percent of any class of the Company’s securities.

Item 17 – Audit Committee

17.1 Audit Committee Charter

Attached, as Schedule A, is the charter for the Company’s Audit Committee.

17.2 Composition of the Audit Committee

Members of the Audit Committee are Maura J. Clark, Christopher M. Burley, Russell K. Girling, Alice D. Laberge, Keith G. Martell and Aaron W. Regent. David C. Everitt was a member of the Audit Committee until May 7, 2019. Each member of the Audit Committee is (and, in the case of Mr. Everitt, was, during his time of service on the Audit Committee) independent and financially literate (as such terms are defined in National Instrument 52-110 – Audit Committees).

17.3 Relevant Education and Experience of Members of the Audit Committee

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1 Member of the Audit Committee of the Board until May 7, 2019.

17.4 Pre-approval Policies and Procedures

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditors. The Audit Committee has implemented a Pre-Approval Policy for Audit and Non-Audit Services for the pre-approval of services performed by our auditors. The objective of this policy is to specify the scope of services permitted to be performed by our auditors and to ensure that the independence of our auditors is not compromised through engaging them for other services. Our Audit Committee pre-approves all audit services and all permitted non-audit services provided by our external auditors and reviews on a quarterly basis whether these services affect our external auditors’ independence. All services provided by our auditors in 2019 complied with the Pre-Approval Policy for Audit and Non-Audit Services, and professional standards and securities regulations governing auditor independence.

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17.5 External Auditor Service Fees (by Category)

KPMG LLP and Deloitte LLP were appointed by the Board as external auditors of Nutrien in January 2018 in connection with the joint audit of the Company’s consolidated financial statements for the period from the date of incorporation (June 2, 2017) to December 31, 2017. In July 2018, KPMG LLP was appointed by the Board as the sole external auditor of Nutrien and Deloitte LLP ceased to be an external auditor of the Company.

The following table sets out the fees billed to us by KPMG LLP and its affiliates for professional services rendered during the years ended December 31, 2019 and December 31, 2018.

1 For professional services rendered by KPMG LLP for the audit and review of the Company’s financial statements or services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

2 For professional services rendered by KPMG LLP for specified audit procedures regarding financial assurances issued to certain government agencies, and services which are reasonably related to the performance of the audit of the Company’s financial statements and are not included in Audit Fees.

3 For professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning with respect to the Canadian, US and key international jurisdictions; review of tax filings; assistance with the preparation of tax filings; tax advice relating to asset dispositions; and other tax planning, compliance, and transaction services. These amounts include fees paid to KPMG LLP specifically for tax compliance and preparation services rendered in 2019 and 2018 in the amount of $358,200 and $289,200, respectively.

4 For professional services rendered by KPMG LLP for a cybersecurity risk assessment, a greenhouse gas emission engagement and a real-time assessment of a system implementation. KPMG LLP did not provide any “other services” in 2018.

The following table sets out the fees billed to us by Deloitte LLP and its affiliates for professional services rendered while serving as an external auditor of the Company during the year ended December 31, 2018.

1 For professional services rendered by Deloitte LLP for the review of the Company’s interim consolidated financial statements, the provision of consent letters and the provision of comfort letters.

2 For professional services rendered by Deloitte LLP for employee benefit plan audits, audits of individual statutory financial statements, verification letters issued for certain of the Company’s environmental liabilities, and specified procedure engagements.

3 For professional services rendered by Deloitte LLP for general tax compliance and advice.

4 For professional services rendered by Deloitte LLP for subscription-based services for human resource related literature.

Item 18 – Additional Information

Additional financial information is provided in the 2019 Consolidated Financial Statements and the 2019 MD&A. Further, additional information, including historical information concerning directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans is contained in the Company’s management proxy circular dated March 22, 2019 for the annual meeting of the Company’s shareholders that took place on May 9, 2019.

Additional information related to Nutrien may be found on the Company’s website at www.nutrien.com, on the Canadian Securities Administrators’ website at www.sedar.com and on the EDGAR section of the US SEC’s website at www.sec.gov.

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Management is responsible for preparing the consolidated financial statements of the Corporation and the external auditors are responsible for auditing those financial statements. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all directors are subject under applicable laws or regulatory requirements.

In this Charter, “Committee Chair” means the Chair of the Committee; “Chair” means the Board Chair; and “CEO” means the Chief Executive Officer of the Corporation.

Composition

The members of the Committee shall be appointed by the Board, on the recommendation of the Corporate Governance & Nominating Committee. Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee on ceasing to be a director. Subject to the above, each member of the Committee shall serve as a member of the Committee until the next annual meeting of shareholders after his or her appointment.

The Committee shall consist of not less than three and not more than eight members. Each Committee member shall be independent according to the independence standards set out in the Corporate Governance Framework, including applicable independence requirements of stock exchanges on which the Corporation is listed and securities laws, rules and regulations.

Each member of the Committee shall be “financially literate”, and at least one member of the Committee shall be designated as the “audit committee financial expert” and shall have “accounting or related financial management expertise”, in each case, as such qualification is interpreted by the Board in its business judgment and as defined by applicable requirements of stock exchanges on which the Corporation is listed and securities laws, rules and regulations.

No member of the Committee shall serve on the audit committees of more than two other publicly listed companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and discloses such determination in the Corporation’s annual management proxy circular.

The Board may fill vacancies on the Committee from among its members, on the recommendation of the Corporate Governance & Nominating Committee. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in place.

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

The Corporate Secretary or such other person acceptable to the members shall act as Secretary to the Committee.

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Committee Chair

The Board, upon recommendation of the Corporate Governance & Nominating Committee, shall appoint a Committee Chair. The Committee Chair may be removed and replaced by the Board.

If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to chair the meeting.

The Committee Chair shall have the duties and responsibilities set forth in Annex 1 which is incorporated by reference herein.

Quorum

Fifty percent of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held.

Meetings

All Committee members are expected to attend, in person or via teleconference, video conference, or other electronic communications facilities that permits all participants to communicate adequately, all meetings of the Committee, to come prepared for the meeting, and to remain in attendance for the duration of the meeting. The powers of the Committee may be exercised by resolution in writing signed by all members of the Committee who would have been entitled to vote on that resolution at a meeting of the Committee.

The Committee may invite such directors, officers, employees and external advisors of the Corporation as it may see fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee.

The time at which and place where the meetings of the Committee shall be held, and the calling of meetings and the procedure at such meetings, shall be determined by the Committee in accordance with the Corporation’s articles, by-laws, and applicable laws.

The Committee shall meet at each Committee meeting alone without Management present, and shall meet separately with applicable senior Management, the external auditors, and the Chief Audit Executive.

Responsibilities

The Committee, to the extent required by applicable laws or rules, or otherwise considered by the Committee to be necessary or appropriate, is responsible for the oversight in respect of the Corporation’s financial disclosure and accounting practices, internal control systems (including internal control over financial reporting), specific elements of risk management (including all financial risk management) delegated to the Committee by the Board, the external auditors, the Internal Audit function, and legal and regulatory compliance with respect to matters within the Committee’s mandate and the Code of Ethics.

To fulfill its duties and responsibilities, the Committee shall:

Financial Disclosure and Accounting

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Internal Controls

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Risk Management

Internal Audit

External Audit

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Oversight in Respect of Audit and Non-Audit Services

Compliance

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The Committee may perform such other functions as the Committee deems necessary or appropriate for the performance of its responsibilities and duties.

Delegation

The Committee may from time to time delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee and shall also carry out such other duties that may be delegated to it by the Board from time to time.

Other Matters

At the Corporation’s expense, the Committee may retain, when it considers it necessary or desirable, outside consultants and advisors to advise the Committee independently on any matter. The Committee shall have the sole authority to retain and terminate any such consultants or advisors, including sole authority to establish or review a consultant’s or advisor’s fees and other retention terms, and to direct the payment thereof.

The Corporation will provide appropriate funding, as determined by the Committee, for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Authority to make minor technical amendments to this Charter is hereby delegated to the Corporate Secretary, who will report any amendments to the Committee at its next meeting.

The Committee’s performance and effectiveness shall be evaluated annually, in accordance with a process developed by the Corporate Governance & Nominating Committee and approved by the Board. The results of that evaluation, including progress on adopted recommendations, shall be reported to the Corporate Governance & Nominating Committee and to the Board.

On an annual basis, this Committee Charter shall be reviewed and assessed, and any proposed changes shall be submitted to the Corporate Governance & Nominating Committee for review and recommendation, and then to the Board for approval.

Date of Last Revision: February 18, 2020

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ANNEX 1

The Committee Chair shall provide overall leadership to enhance the effectiveness of the Committee and be responsible to:

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SCHEDULE B

MINERAL PROJECTS

For the purposes of NI 43-101, our Allan, Cory, Lanigan, Rocanville and Vanscoy potash operations are the properties material to Nutrien.

a) Allan Potash Operations

Certain scientific and technical information regarding our Allan potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R A), Saskatchewan, Canada” dated effective December 31, 2018 (“Allan Technical Report”) prepared by Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Allan Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Allan Technical Report.

General

The Allan mine is located in central Saskatchewan, approximately 45 kilometers east of the city of Saskatoon, Saskatchewan. More precisely, the Allan Shaft #2 collar is located at:

The Legal Description (Saskatchewan Township/Range) of the Allan surface plant is Section 22 Township 34 Range 01 West of 3^rd Meridian.

The Company owns approximately 3,212 hectares (7,938 acres) of surface rights required for current Allan mine operations, including all areas covered by the existing surface plant and Tailings Management Area (“TMA”), and all surface lands required for anticipated future Allan mine and expanded milling operations.

The Allan mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

The Allan mine is served by a number of villages within 50 kilometers of the mine site. The nearest city is Saskatoon (45 km distant).

Mineral Rights

Mineral rights at Allan are mined pursuant to mining leases with the Province of Saskatchewan, Canada (“Crown”), and with non-Crown (“Freehold”) mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan), and Crown leases are approved and issued by the Saskatchewan Ministry of Energy and Resources (“SMER”). The original Allan Crown Subsurface Mineral Lease, numbered KL 112, was signed and executed in September 1962. In the following years, minor amendments were made to the lease, resulting in Crown Subsurface Mineral Lease KL 112R. In October 2017, a large area of land totaling 20,784 hectares (51,359 acres) was added to the lease resulting in Crown Subsurface Mineral Lease KL 112R A (“Allan Crown Lease”).

The Allan Crown Lease covers an area of approximately 75,112 hectares (185,605 acres). At Allan, the Company has leased potash mineral rights for 45,484 hectares (112,393 acres) of Crown land and owns or has leased approximately 17,932 hectares (44,311 acres) of Freehold land within the lease boundary. The Allan Crown Lease term is for a period of 21 years from September 2004, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Allan Crown Lease.

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Within the Allan Crown Lease area, 19,183 hectares (47,403 acres) are mined pursuant to unitization agreements with mineral rights holders (Crown and Freehold) within two unitized areas. Allan Unit Area #1 includes 9,888 hectares (24,343 acres), while Allan Unit Area #2 includes 9,295 hectares (22,969 acres).

When underground workings of a potash mine are designed, there are inevitably regions that are mined with higher mining extraction (e.g., production panels) and other regions where mining extraction is lower (e.g., conveyor-belt development rooms). To treat mineral rights holders in both low extraction and high extraction areas fairly, and to promote good mining practices, a unitization agreement is the preferred method for determining royalty payouts. Under a unitization agreement, each mineral rights holder is paid a royalty based on their proportional share of the entire unit area regardless of whether or not their lands are actually mined. For example, if one mineral rights holder owns rights to 4,000 hectares within a 40,000 hectare unit area, they would be paid 10% of the total monthly royalty payout from that unit area.

10 potash mines were brought into production in Saskatchewan in the period 1962 through 1970. With decades of production history, most potash mines have contracted or expanded production in response to the demand for potash. No new mines had been commissioned until 2017, when a solution mine and production facility near Moose Jaw, Saskatchewan began production. At present, eight of the eleven operating mines are conventional underground mines, and three operate using solution mining methods.

Exploration drilling for potash in the Allan area was carried out in the 1950s and 1960s. The Allan mine was built by a consortium of companies (U. S. Borax, Homestake Potash Company, and Swift Canadian Company) in the 1960s. Potash production began at Allan in April 1968 and the mine has run on a continuous basis since then (other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work).

PotashCorp acquired a 60% ownership of the Allan mine in 1978 (through purchase of the U. S. Borax and Swift Canadian interests) and became the operator of the mine in 1981. In 1990, PotashCorp purchased the remaining 40% interest.

Both flotation and crystallization methods are used at Allan to produce granular, standard and suspension-grade potash products. Debottlenecking and compaction expansion projects were completed at Allan during two phases of construction in 2005 and 2007. A major refurbishment and expansion of the Allan mine was completed in 2013, increasing nameplate capacity to 4.0 million tonnes of finished potash products per year.

Geological Setting and Mineralization

Much of southern Saskatchewan is underlain by the Prairie Evaporite Formation, a layered sequence of salts and anhydrite which contains the Western world’s largest deposits of potash. The potash extracted from the predominantly sylvinite ore has its main use as a fertilizer.

The 100 m–200 m thick Prairie Evaporite Formation is overlain by approximately 500 m of Devonian carbonates, followed by 100 m of Cretaceous sandstone, and 400 m of Cretaceous shales and Pleistocene glacial tills to surface; it is underlain by Devonian carbonates. The Phanerozoic stratigraphy of Saskatchewan is remarkable in that units are flat-lying and relatively undisturbed over very large areas.

Potash mineralization in this region of Saskatchewan is predominantly sylvinite, which is comprised mainly of the minerals sylvite (“KCl”) and halite or rock salt (“NaCl”), with trace carnallite (“KMgCl₃ 6H₂O”) and minor water insolubles. Potash fertilizer is concentrated, nearly pure KCl (i.e., greater than 95% pure KCl), but ore grade is traditionally reported on a % K₂O equivalent basis. The “% K₂O equivalent” gives a standard measurement of the nutrient value of different potassium-bearing rocks and minerals. To convert from % K₂O equivalent tonnes to actual KCl tonnes, multiply by 1.58.

Over the past three years (2017, 2018, 2019), the average, measured potash ore grade of the mill feed at Allan was 25.4% K₂O equivalent. The average ore grade reported from 18 historic surface drillhole intersections, all within the Allan Crown Lease, is 26.65% K₂O equivalent. Per the Allan Technical Report, the average ore grade observed from in-mine samples is 24.8% K₂O equivalent.

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest, these members are: Patience Lake, Belle Plaine and Esterhazy.

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The Allan potash deposit lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this Member; at present, only the A Zone is being mined at Allan. Some test mining has been carried out in the B Zone, but no mining is done in this layer at present. Neither the Esterhazy nor the White Bear Potash Members are present in the Allan area. The Belle Plaine Potash Member is not well-developed, and therefore is not mined.

Allan potash mineralization occurs at about 1,000 meters depth below surface. The A Zone is approximately 3.35 meters thick and occurs near the top of the Prairie Evaporite Formation salts. Salt cover from the ore zone to overlying units is approximately 14 m. The Allan mine operates as a conventional, underground potash mine.

Before the Allan mine was established in 1968, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began in 1968, there has been just one exploration drillhole; this drillhole was completed in 1969.

In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan subsurface (potash) mineral lease. Historically, 2D seismic, and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings is effectively mitigated.

Seismic coverage is outlined in the Allan Technical Report.

Surface seismic data are generally collected three to five years in advance of mining. Any area recognized as seismically unusual is identified early, and mine plans are adjusted to avoid these regions.

For the original Allan potash test holes drilled in the 1950s and 1960s, the primary objective of this drilling was to sample the potash horizons to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon-based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well-logs were acquired, and in many cases, drill stem tests were run on the Dawson Bay Formation to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analyzed to establish potash grades. Relatively thin interbeds or seams, referred to as clay seams in the potash industry, are an ever-present component of the A Zone and B Zone at Allan. These seams, along with the clay or clay-like material disseminated throughout the rock, make up the water insoluble portion of the mineralized horizons. The same sequences of clay seams can be correlated for many kilometers across the central Saskatchewan potash mining district.

At Allan, a particular sequence of three clay seams marks the top of the A Zone. These seams are used to guide the vertical positioning of the mining machine. The uppermost portion of the sequence of three seams is maintained at the top of the mining cut to keep the cutting “on grade”. Cutting too high above this upper seam or top marker results in dilution, as halite (rather than sylvinite) immediately overlies the production zone. In practice though, the top marker seam is slightly overcut (between 10 cm to 20 cm) to prevent an unstable condition from being created. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

The A Zone mining interval was historically fixed at 3.35 m (11 feet). Recently acquired mining machines cut at a fixed height of 3.65 m (12 feet). At present, seven older mining machines cut at a height of 3.35 m (11 feet) and four new mining machines cut at a height of 3.65 m (12 feet). These mining heights allow for comfortable working headroom and efficient extraction of potash ore. It is difficult to determine at which mining height certain Mineral Resources and Reserves will be cut in the future, so the more conservative mining height of 3.35 m (11 feet) was applied to Mineral Resource and Reserve calculations.

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The original exploration area was explored with a number of test holes spaced at intervals of 1.6 km to 6.4 km (1–4 miles). Assays from most of these original test holes were studied by independent consultant David S. Robertson and Associates (1978) and are found in Table A. An additional six historical test holes were studied by Nutrien staff in 2018, which are also listed in Table A below. In each case, the best 3.35 m (11 feet) mining interval intersected in each drillhole was determined from the assay values, using clay marker seams as a guide. Note that one of the above-mentioned test holes was omitted from the assay calculation due to a section of missing core in the ore zone, one was omitted due to erroneous assay data which could not be resolved and another two were omitted due to an ore grade of less than 15% K₂O. With decades of mining experience at Allan, it is the opinion of the Allan Technical Report authors that areas of low grade (i.e., <15% K₂O) are localized with a relatively small lateral extent.

Drillhole assay data for the A Zone at Allan gives an estimated mean grade of 26.65% K₂O with 4.96% water insolubles.

B Zone mineralization is indicated by gamma ray geophysical log response in each of the exploration drillholes listed in Table A indicating a potash Mineral Resource. Some test mining of the B Zone has been done. However, sustained production from that zone has not been established. Assay results for the B Zone are not presented here.

Table A: Assay results for all potash test holes within Allan Crown Lease

Due to the remarkably consistent mineralogy and continuity of the resource, as experienced through decades of mine production, no potash exploration drilling has been done at Allan since 1969. Instead of exploration drillholes, seismic surveying has been relied upon to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized and relatively small mine anomalies, not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas and are typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

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Basic Approach

Exploration in the Allan area was conducted in the 1950s and 1960s. Sampling and assaying of potash core samples was done using methods considered consistent with standard procedures for potash exploration at these times.

Drillhole sampling methods have remained essentially the same over the years. Short segments of core usually about 1 foot (0.3 m) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the SMER. Most of these have deteriorated substantially.

All in-mine samples were analyzed in the Allan mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected.

Regarding quality assurance for analytical results of in-mine samples, the Company has participated in the Saskatchewan Potash Producers Association (“SPPA”) Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. Participants include all major Canadian potash mine site labs, the Nutrien Pilot Plant Lab, and an independent surveyor lab. The Sample Exchange Program provided the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the Saskatchewan Research Council (“SRC”), a fully certified analytical facility.

In the opinion of the authors of the Allan Technical Report, the sampling methods are acceptable, are consistent with industry-standard practices and are adequate for mineral resource and reserve estimation purposes.

Mean Potash Mineral-Grade In-Mine Samples

At Allan, in-mine grade samples are taken from the floor approximately once per week per active mining face. This is roughly equivalent to a sample taken every 68 m to 74 m in production panels, and a sample taken every 85 m to 128 m in development panels. Per the Allan Technical Report, in-mine potash mineral grade samples collected from the Allan A Zone were analyzed in the Allan mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected.

The median ore grade for the family of in-mine samples is 25.5% K₂O equivalent and the mean ore grade is 24.8%.

Per the Allan Technical Report, the B Zone mineral grade at Allan is reported to be 20.3% K₂O equivalent, the grade observed from the in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Allan mine is some distance from Lanigan, this is considered to be the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Cory to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

Potash Ore-Density From In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place mineral resource and reserve volumes (m³) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m³) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In the Nutrien mining areas, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

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Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals/textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. This is the methodology that was used to determine an estimate of bulk-rock density for the Allan ore zone. An obvious benefit of this approach is that a mean value computed on the distribution has a much greater confidence interval than a mean value computed from fewer drillhole assays.

The main mineralogical components of the ore zones of Saskatchewan’s Prairie Evaporite Formation are:

All Nutrien potash operations measure and record the in-mine % K₂O grade and insoluble content of the mined rock. The magnesium content is not measured at Allan, since carnallite is not a significant component of the ore here. From this set of measurements, the density of the ore can be calculated. The required composition and mineral density information for each mineral component is given below (sourced from Webmineral Mineralogy Database, 2018):

Halite – NaCl

Sylvite – KCl

Insolubles (Allan A Zone)

The value for insoluble density is based on known densities of the constituent parts of the insoluble components of the mineralization and the average occurrence of these insoluble components, which is known from the decades of mining experience at Allan. Assuming the lowest plausible density of insolubles known for Saskatchewan potash deposits of this nature, the effect upon overall bulk-rock ore density and Mineral Resource and Reserve calculations would be negligible.

The mineral composition of potash ore is halite, sylvite and insolubles. From Allan A Zone in-mine grade samples, raw ore composition is:

The percent of halite is assumed to be:

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Applying this methodology, and using these mean grade data gives a mean bulk-rock density for Allan A Zone potash of:

This method is as accurate as the ore grade measurements and mineral density estimates.

To date, not enough B Zone mining has been carried out at Allan to permit a bulk density calculation based on Allan in-mine grade samples. The mining of 3.537 million tonnes of the B Zone represents a relatively small amount of material for a potash mine. The historic mining that was conducted in the B Zone at Allan was localized in only one geographic area, so data from this mining are not considered representative of what will be seen once mining proceeds in this layer. Although it is possible that once enough mining has occurred in the B Zone to give enough samples with all constituent minerals measured, the reported proportions of the various mineral constituents could change from what is reported. It is expected that any such change would have only a minimal effect on bulk-rock density used in tonnage calculations.

Instead, we use the potash bulk-rock density calculated using in-mine grade samples from Lanigan B Zone:

RHO_bulk-rock (Allan B Zone) = RHO_bulk-rock (Lanigan B Zone) = 2,120 kg/m³

This estimate is considered acceptable since both Allan B Zone and Lanigan B Zone are the same potash seam.

Assay Data Verification

Most of the original drillhole assays were studied by independent consultant David S. Robertson and Associates (1978). In 2018, six historical drillhole assay results were studied by Nutrien technical staff, Jodi Derkach (P.Geo.) and Tanner Soroka (P.Geo.).

The original assay results for core samples from historical drillholes were taken as accurate in these studies, as there is no way to reliably reanalyze these samples. Most of the remaining samples in storage have long since deteriorated to the point where they are not usable.

Ore grades of in-mine samples are measured in-house at the Allan mine laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the SPPA program has occurred.

It should be noted that assay results from historical drillholes match mine sample results closely – within approximately 0.9% – even though sample spacing is obviously much greater in the case of drillholes. This fact is a validation of the methodology. Based on decades of mining experience at Allan, historical assay results are considered to be acceptable and provide a good basis for estimating ore grade in areas of future mining at Allan. However, the mean mineral grade of 24.8% K₂O equivalent determined from in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Allan mine.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity, and grade of mineralization to a certain level of confidence and accuracy. For potash exploration, it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater from overlying (or underlying) water-bearing formations into future mine workings. Every potash test drillhole from surface sterilizes potash mineralization as a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that exploration drilling has not been carried out at Allan in recent years.

Initial sampling and assaying of cores were done during potash exploration at Allan in the 1950s and 1960s. Methods were consistent with standard procedures for that era. The mine began production in 1968 and, with the exception of a single potash test hole in 1969, no further core drilling has been conducted since then. This approach to potash sampling is in accordance with widely accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

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Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date surface seismic data at Allan have been collected, analyzed, and verified by Company staff, at times in cooperation with an independent consultant.

Data for the mineral resource and reserve estimates for Allan mine were verified by Company staff as follows:

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

At Allan, potash ore has been mined and concentrated using flotation and crystallization methods to produce saleable quantities of high-grade finished potash products since 1968.

Over the 51-year mine life, 156.393 million tonnes of potash ore have been mined and hoisted at Allan to produce 55.127 million tonnes of finished potash product (from startup in 1968 to December 31, 2019). Given this level of sustained production over 51 years, basic mineralogical processing and prospective metallurgical testing of Allan potash is not considered relevant.

Definitions of Mineral Resource

The Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) has defined mineral resource in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

Inferred Mineral Resource: That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.

Indicated Mineral Resource: That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade quality continuity between points of observation.

Measured Mineral Resource: That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.

CIM defines modifying factors as “considerations used to convert mineral resources into mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.”

In south-central Saskatchewan, where geological correlations are straightforward, and within a (potash) subsurface mineral lease with an operating potash mine, mineral resource categories are generally characterized by the Company as follows:

Inferred Mineral Resource: Areas of limited exploration, such as areas that have been investigated through regional geological studies, or areas with 2D regional surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

Indicated Mineral Resource: Areas of adequate exploration, such as areas with 3D surface seismic coverage, little or no drilling, at some distance from underground workings, and within the applicable Crown lease.

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Measured Mineral Resource: Areas of detailed, physical exploration through actual drilling or mine sampling, near existing underground workings, and within the applicable Crown lease.

The Allan mine began production in 1968 and, except for a single test hole in 1969, no further core drilling has been carried out since then. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided us with an observation-based understanding of the potash mineralized zone at Allan that is far superior to the level of understanding provided by any surface drilling-based exploration program. We believe that our approach provides a body of information that guides and constrains our exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Allan potash mine.

Potash Resource Estimate

Exploration information used to calculate reported Mineral Resource tonnages at Allan consist of both physical sampling (drillhole and in-mine) and surface seismic (2D and 3D). Based on the definitions and guidelines above, all mineral rights leased or owned by the Company, and within Allan Crown Lease, are assigned to one of the three mineral resource categories.

Mineral resources are reported as mineralization in-place and are exclusive of Mineral reserves. In-place tonnes were calculated for each of the mineral resource categories using the following parameters:

Mining Height: 3.353 meters (11 feet)

Ore Density: 2.110 tonnes/cubic meter (A Zone)

Ore Density: 2.120 tonnes/cubic meter (B Zone)

The mineral resources per the Allan Technical Report are as follows:

The December 31, 2019 Mineral Resource estimates remain the same as the estimates outlined in the Allan Technical Report.

The average mineral grade of the Allan A Zone Mineral Resource is 24.8% K₂O equivalent, and was determined from in-mine samples at Allan collected over the life of the mine. The average mineral grade of the Allan B Zone Mineral Resource is 20.3% K₂O equivalent and was determined from in-mine samples at Lanigan mine where the B Zone has been extensively mined.

The tonnage reported in the Allan A Zone Measured Resource is comprised of the potash that is within 1.6 km (1 mile) of physically sampled location (i.e., drillholes or mine workings). Also included as Measured Resource is the potash that is left behind as pillars in mined-out areas of the Allan mine. In a potash mine, it is common practice to consider mining remnant pillar mineralization using solution methods after conventional mining is complete, or after a mine is lost to flooding. The Patience Lake mine was successfully converted from a conventional mine to a solution mine after being lost to flooding in 1989. Since conversion to a solution mine is not anticipated in the near future at Allan, in-place pillar mineralization remains as a mineral resource rather than a mineral reserve at this time.

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Definitions of Mineral Reserve

CIM defined mineral reserve in The CIM Definition Standards for Mineral Resources and Reserves (2014) as:

Probable Mineral Reserve: The economically mineable part of an indicated, and in some circumstance, a measured, mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.

Proven Mineral Reserve: The economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors.

For Saskatchewan, in regions adjacent and contiguous to an operating potash mine, mineral reserve categories are characterized by the Company as follows:

Probable Mineral Reserve: Identified recoverable potash mineralization classified as a measured resource, within a 1.6 km (1 mile) radius of a sampled mine entry or exploration drillhole, and within the applicable Crown lease.

Proven Mineral Reserve: identified recoverable potash mineralization classified as a measured resource, delineated on at least two sides by sampled mined entries or exploration drillholes to a maximum of 3.2 km (2 miles) apart, and within the applicable Crown lease.

Along with this approach, analysis of in-mine samples for potash grade has provided us with an observation-based understanding of the potash mineralized zone at Allan that is far superior to the level of understanding provided by any surface drilling based exploration program. An understanding of the amount of ore that can be conventionally mined from the measured resource category using current mining practices comes from decades of potash mining experience at Allan.

Mineral Reserve Estimates

Using the definitions outlined above, part of the Allan A Zone measured resource has been converted to mineral reserve. The assigned mineral reserve category is dependent on proximity to sampled mined entries also described above.

The overall extraction rate at the Allan mine is 33%. It was derived by dividing the total tonnes mined to date by the tonnage equivalent of the total area of the mine workings (i.e., the perimeter around the mine workings) less future mining blocks. Since an extraction rate has been applied, mineral reserves are considered recoverable ore, and are reported as such.

The mineral reserves per the Allan Technical Report are as follows:

The average mineral grade of the Allan A Zone mineral reserve is 24.8% K₂O equivalent, and was determined from in-mine samples at Allan over the life of the mine.

The December 31, 2019 Mineral Reserve estimates essentially remain the same as the estimates outlined in the Allan Technical Report. Tonnes mined since the Allan Technical Report (i.e. 6.155 million tonnes) can be removed from the A Zone Proven Reserve resulting in a total A Zone Proven Reserve estimate of 92 million tonnes.

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All conventional potash mines in Saskatchewan operate at 900 m to 1,200 m below surface within 9 m to 30 m of the top of the Prairie Evaporite Formation. Over the scale of any typical Saskatchewan potash mine, potash beds are tabular and regionally flat-lying, with only moderate local variations in dip. At Allan, potash ore is mined using conventional mining methods, whereby:

Sinking of the two original shafts (Shaft #1 and Shaft #2) from surface to the potash zone was completed in early 1968, and the first potash ore was hoisted by Allan in April of that year. The Allan mine has run on a continuous basis since the first ore was hoisted in 1968, other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work.

In recent years, the Allan mine underwent a major expansion which brought the nameplate capacity up to 4.0 million tonnes of finished potash products per year.

Virtually all Allan underground mining rooms are in one potash mineralized zone, the upper layer (or A Zone) of the Patience Lake Member of the Prairie Evaporite Formation (the host evaporite salt). In contrast, some potash mines further east in Saskatchewan mine in a different potash layer, the Esterhazy Member of the Prairie Evaporite Formation. Per the Allan Technical Report, mine elevations range from approximately 980 m to 1,120 m, averaging approximately 1,010 m. These depths to A Zone potash mineralization are anticipated over most of the Allan lease area. Mine workings are protected from aquifers in overlying formations by approximately 14 m of overlying salt and potash beds, along with salt plugged porosity in the Dawson Bay Formation, a carbonate layer lying immediately above potash hosting salt beds.

The Allan mine is a conventional underground mining operation whereby continuous mining machines are used to excavate the potash ore by the stress-relief mining method. Continuous conveyor belts transport ore from the mining face to the bottom of the production shaft. The highest mineral grade section of the Allan potash seam is approximately 3.35 m (11 feet) thick, with gradations to lower grade salts immediately above and below the mining horizon. The actual mining thickness at Allan is dictated by the height of continuous boring machines used to cut the ore. Per the Allan Technical Report, seven older borers are designed to cut at a thickness of 3.35 m (11 feet) and four new borers are designed to cut 3.65 m (12 feet).

Allan cuts to a marker (clay) seam that is slightly above the high-grade mineralized zone to establish a safe and stable mine roof. The top marker seam is slightly overcut by 10 to 20 cm. Clay seams are often planes of weakness, and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

Conservative local extraction rates (never exceeding 45% in any mining block) are employed at all Saskatchewan mines, including Allan, in order to minimize potential detrimental effects of mining on overlying strata; this is common practice in flat-lying, tabular ore bodies overlain by water-bearing layers.

From the shaft-bottom, potash ore is hoisted approximately 1,000 m from the potash level through the vertical shafts to a surface mill. In addition to hoisting potash ore to surface, the production shaft also provides fresh air ventilation to the mine and serves as a secondary egress. The service shaft is used for service access, and exhaust ventilation from the mine.

Over the 51-year mine life, 156.393 million tonnes of potash ore have been mined and hoisted at Allan to produce 55.127 million tonnes of finished potash products (from startup in 1968 to December 31, 2019). The life-of-mine average concentration ratio (raw-ore/finished potash products) is 2.84 and the overall extraction rate over this time period is 33%.

At Allan, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1968. Products include granular, standard, and industrial grade potash used for agricultural applications and industrial purposes.

Both flotation methods and crystallization methods are used to concentrate potash ore into finished potash products at the Allan mill. Raw potash ore is processed on surface and concentrated finished potash products (near-pure KCl) are sold and shipped to markets in North America and offshore.

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Over the past three years, production of finished potash products at Allan was:

Over the past decade actual mill recovery rates have been between 82.2% and 87.0%, averaging 85.05%. Given the long-term experience with potash geology and actual mill recovery at Allan no fundamental potash milling problems are anticipated in the foreseeable future.

Quality control testing and monitoring geared towards fine-tuning and optimizing potash milling and concentrating processes are conducted on a continual basis at all Nutrien mine sites and at Nutrien research facilities. At Allan, this is no exception; test work to optimize circuit performance and ensure product quality is carried out on an ongoing basis.

Project Infrastructure

Infrastructure is in place to meet current and projected requirements for transportation, energy (electricity and natural gas), water and process materials at Allan.

The Allan mine is served by a number of villages within 50 kilometers of the mine site. The nearest city is Saskatoon (approximately 45 km distant).

The Allan surface facilities are accessed by existing paved roads and highways that are part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

At present, high-voltage power capacity at Allan is 40 MVA. The ten-year projection of power utilization indicates that the utility can meet all foreseeable future demand.

The Allan operation requires a sustained fresh water supply for the milling process which is provided from a local reservoir called the Bradwell Reservoir operated by SaskWater (approximately 6 km distant). This water supply provides a sustainable source of process water for Allan milling operations without having any impact on other users of water in the area.

Environmental Studies, Permitting and Compliance Activities

The tailings management strategy at all Nutrien potash mines in Saskatchewan, including Allan, is one of sequestering solid mine tailings in an engineered and provincially licensed TMA near the surface plant site. The Allan TMA currently covers an area of approximately 600 hectares (1,483 acres) of land owned by the Company. Solid potash mine tailings typically consist of 85% to 95% rock salt (NaCl) and 5% to 15% insoluble (carbonate mud = CaCO₃, anhydrite mud = CaSO₄, and clays like chlorite, illite and so on). An engineered slurry-wall (in some portions, a compacted earth trench barrier) has been constructed where required around approximately half of the Allan TMA. In future years this wall can be expanded if required for operational needs. The slurry-wall provides secondary containment for any saline mine waters, minimizing brine impacts from the TMA to surrounding surface water bodies and near-surface aquifers. Areas surrounding the TMA are closely monitored: this includes everything from daily visual perimeter inspections to annual investigations and inspections of surrounding groundwater and aquifers.

Allan currently operates two brine disposal wells near the surface plant of the Allan mine where clear salt brine (i.e., no silt, clay slimes, or other waste) is borehole injected into the Winnipeg/Deadwood Formations, deep subsurface aquifers approximately 1500 m to 1700 m below the surface. The groundwater in these extensive deep aquifers is naturally saline.

Emissions to air (mostly salt dust and potash dust) are kept below regulatory limits through various modern air pollution abatement systems (e.g., dust collection systems built into mill processes) that are provincially licensed. This same procedure is followed at all Nutrien mines in Saskatchewan.

The Allan operation requires a sustained fresh water supply for the milling process which is provided by a waterline from the Bradwell Reservoir (approximately 6 km distant). This water supply is provincially licensed and provides a sustainable source of process water for Allan milling operations without having any impact on other users of water in the area.

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In Saskatchewan, all potash tailings management activities are carried out under an “Approval to Operate” granted by the Saskatchewan Ministry of Environment (“SMOE”), the provincial regulator. The Allan mine is in compliance in all material respects with all regulations stipulated by the Environmental Protection Branch of the SMOE. The current Allan Approval to Operate has been granted to July 1, 2028.

In terms of long-term decommissioning, environmental regulations of the Province of Saskatchewan require that all operating potash mines in Saskatchewan create a long-term decommissioning and reclamation plan that will ensure all surface facilities are removed, and the site is left in a chemically and physically stable condition once mine operations are complete. The Company has conducted numerous studies of this topic, and the most recent decommissioning and reclamation plan for Allan was approved by SMOE technical staff in October 2016. Because the current expected mine life for Allan is many decades into the future, it is not meaningful to come up with detailed engineering designs for decommissioning at present. Instead, decommissioning plans are reviewed every five years and updated to accommodate new ideas, technological change, incorporation of new data and adjustments of production forecasts and cost estimates. Any updated decommissioning and reclamation reports generated by this process are submitted to provincial regulatory agencies. For Allan, a revised decommissioning and reclamation plan is required in July 2021.

In addition to the long-term decommissioning plan, provincial regulations require that every potash producing company in Saskatchewan set up an Environmental Financial Assurance Fund, which is to be held in trust for the decommissioning, restoration and rehabilitation of the plant site after mining is complete. This fund is for all mines operated by Nutrien in the province of Saskatchewan (i.e., Allan, Cory, Lanigan, Patience Lake, Rocanville and Vanscoy).

The Allan mine has been in operation since 1968; in the years immediately preceding this, major capital investment was made to bring this mine into production. Since then, capital expenditures were made on a regular and ongoing basis to sustain production and to expand production from time to time.

A major refurbishment and expansion of the Allan mine was completed in 2013, increasing nameplate capacity to 4.0 million tonnes of finished potash products per year. This work involved enhancement of hoists and shaft conveyances, major expansions of both mine and mill, improvements to loadout facilities and some infrastructure improvements. All construction was carried out without significant disruption to existing potash production from the site.

Potash production in any given year at the Allan potash mine is a function of many variables, so actual production in any given year can vary dramatically from tonnages produced in previous years. The mineral reserve tonnage and historic average production are used to estimate remaining mine life. If the average mining rate seen over the past three years (5.974 million tonnes of potash ore mined and hoisted per year) is sustained, and if mineral reserves remain unchanged, then the Allan mine life is 57 years from December 31, 2019.

b) Cory Potash Operations

Certain scientific and technical information regarding our Cory potash operations is based on the technical report titled “National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103 B), Saskatchewan, Canada” dated effective December 31, 2018 (“Cory Technical Report”) prepared by Craig Funk, B.Sc., M.Sc., P.Eng., P.Geo., who is a “qualified person” as defined in NI 43-101. The Cory Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada and furnished to the SEC. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. References should be made to the full text of the Cory Technical Report.

General

The Cory mine is located in central Saskatchewan, approximately 7 kilometers west of the city of Saskatoon, Saskatchewan. The Legal Description (Saskatchewan Township/Range) of the Cory surface operation is Section 18 Township 36 Range 06 West of 3^rd Meridian. More precisely, the Cory Shaft #2 collar is located at:

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The Company owns approximately 2,109 hectares (5,212 acres) of surface rights required for current Cory mine operations, including all areas covered by the existing surface plant and tailings management area, and all surface lands required for anticipated future Cory mine and expanded milling operations.

The Cory mine surface facilities are accessed by an existing paved road that is part of the Saskatchewan Provincial Highway System. All potash product is shipped by rail over existing track.

The Cory mine is served by a number of villages within 50 kilometers of the mine site. The nearest city is Saskatoon (7 km distant). Cory is situated near the northern extent of the Great Plains of North America. Topography is relatively flat, with gently rolling hills and occasional valleys. The Cory surface plant lies approximately 10 km northwest of the South Saskatchewan River, a major continental drainage channel.

Mineral Rights

Mineral rights at Cory are mined pursuant to mining leases with the Crown, and with Freehold mineral rights owners. Crown mineral rights are governed by The Subsurface Mineral Tenure Regulations, 2015 (Saskatchewan) and Crown Leases are approved and issued by the SMER. The original Cory Crown Subsurface Mineral Lease, numbered KL 103, was entered into in September 1962. In the following years, various minor amendments were made to this Crown lease, resulting in Crown Subsurface Mineral Lease KL 103 B (“Cory Crown Lease”).

The Cory Crown Lease covers an area of approximately 46,902 hectares (115,897 acres). At Cory, the Company has leased potash mineral rights for 25,918 hectares (64,045 acres) of Crown land and owns or has leased approximately 18,368 hectares (45,389 acres) of Freehold land within the lease boundary. The Cory Crown Lease term is for a period of 21 years from September 2004, with renewals (at the Company’s option) for 21-year periods. Freehold lands also remain under lease providing, generally, that production is continuing and that there is a continuation of the Cory Crown Lease.

Within the Cory Crown Lease area, 29,772 hectares (73,569 acres) are mined pursuant to a Unitization Agreement, with mineral rights holders (Freehold and Crown) within one Unitized Area.

See “Mineral Projects – a) Allan Potash Operations – ii) History” above for a general overview of the history of potash mines in Saskatchewan.

Exploration drilling for potash in the Cory area was carried out in the 1950s and 1960s. The Cory mine was built by a company called Duval Sulphur and Potash Company in the 1960s. Potash production began at Cory in 1968 and the mine has run on a continuous basis since then (other than short-term shutdowns taken for inventory management purposes or occasional plant maintenance and construction work). PotashCorp acquired the Cory mine in 1976.

In 1988, production was curtailed at the Cory mine. This downsizing included shutdown of the flotation plant. Since 1989, only crystallization methods have been used at Cory to produce a variety of specialized white potash products. In 2008 through 2011 the Cory mine underwent a major expansion which involved the re-commissioning of refurbished flotation circuits. Products include soluble, granular and standard grade potash used for agricultural applications and high-grade white soluble potash and chicklets used for industrial applications.

In recent years, the Cory mine underwent a major expansion which brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year. In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations.

In October 2017, Cory reverted to a pure crystallization plant producing only white potash products and further curtailing production to 0.8 million tonnes per year.

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Geological Setting and Mineralization

See “Mineral Projects – a) Allan Potash Operations – iii) Geological Setting, Mineralization and Deposit Types – Geological Setting and Mineralization” above for a general overview of geological setting and mineralization for potash mines in Saskatchewan.

Over the past three years (2017, 2018, 2019), the average, measured potash ore grade of the mill feed at Cory was 24.0% K₂O equivalent. The average ore grade reported from 10 historic surface drillhole intersections, all within the Cory Crown Lease, is 25.6% K₂O equivalent. Per the Cory Technical Report, the average ore grade at Cory is 22.5% K₂O equivalent.

Deposit Type

There are three mineable potash members within the Prairie Evaporite Formation of Saskatchewan. Stratigraphically highest to lowest these members are: Patience Lake, Belle Plaine and Esterhazy.

The Cory potash deposit lies within the Patience Lake Member of Prairie Evaporite Formation. There are two potash seams named A Zone and B Zone within this Member; at present, only the A Zone is being mined at Cory. Some test mining has been carried out in the B Zone, but no mining is done in this layer at present. Neither the Esterhazy nor the White Bear Potash Members are present in the Cory area. The Belle Plaine potash member is present at Cory but it is too thin to be mined. Cory A Zone potash mineralization occurs at an average of about 1,010 m depth below surface. The A Zone is approximately 3.35 meters thick and occurs near the top of the Prairie Evaporite Formation salts. Salt cover from the ore zone to overlying units is approximately 14 meters. The Cory mine operates as a conventional, underground potash mine.

Before the Cory mine was established in 1968, all exploration consisted of drilling from surface and analysis of core from these drillholes. Since mining began in 1968, drilling has been infrequent.

In most of southern Saskatchewan, potash mineralization is in place wherever Prairie Evaporite Formation salts exist, are flat-lying and are undisturbed. Since the surface seismic exploration method is an excellent tool for mapping the top and bottom of Prairie Evaporite salts, this has become the main potash exploration tool in any existing Saskatchewan subsurface (potash) mineral lease. Historically, 2D seismic and now the more accurate 3D seismic methods are used to map continuity and extent of potash beds in flat-lying potash deposits. Seismic data are relied upon to identify collapse structures that must be avoided in the process of mine development since these structures can act as conduits for water. As a result, isolation pillars or mining buffer zones are left around these anomalous features. This practice reduces the overall mining extraction ratio, but the risk of inflow to mine workings is effectively mitigated.

Seismic coverage is outlined in the Cory Technical Report.

For the original Cory potash test holes drilled in the 1950s and 1960s, the primary objective of this drilling was to sample the potash horizons to establish basic mining parameters. Seismic surveys (2D) were done sparingly in those days, so the drillhole information was relied upon heavily to evaluate potash deposits. Test holes would penetrate the evaporite section with a hydrocarbon-based drilling mud (oil-based or diesel fuel) to protect the potash mineralization from dissolution. Basic geophysical well logs were acquired and in many cases drill stem tests were run on the Dawson Bay Formation to help assess mine inflow potential. Core samples from the targeted potash intersections were split or quartered (cut with a masonry saw) crushed and analyzed to establish potash grades.

Relatively thin interbeds or seams, referred to as clay seams in the potash industry, are an ever-present component of the A Zone and B Zone at Cory. These seams, along with the clay or clay-like material disseminated throughout the rock make up the water insoluble portion of the mineralized horizons. The same sequences of clay seams can be correlated for many kilometers across the central Saskatchewan potash mining district.

At Cory, a particular sequence of three clay seams marks the top of the A Zone. These seams are used to guide the vertical positioning of the mining machine. The uppermost portion of the sequence of three seams is maintained at the top of the mining cut to keep the cutting “on grade”. Cutting too high above this upper seam or top marker results in dilution, as halite (rather than sylvinite) immediately overlies the production zone. In practice though, the top marker seam is slightly overcut (between 10 cm to 20 cm) to prevent an unstable condition from being created. Clay seams are often planes of weakness and if they are undercut, material immediately below the clay seam becomes a hazard as it may separate and fall. Since the hazard must be remediated

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prior to proceeding, thus slowing production, the moderately diluted mineral grade that results from the overcutting is preferable from a safety point of view.

It is difficult to determine at which mining height certain mineral resources and reserves will be cut in the future so the more conservative mining height of 3.35 m (11 feet) was applied to mineral resource and reserve calculations.

Original drill core assays were studied by independent consultant David S. Robertson and Associates (1976) and are found in Table B below. The best 3.35 m (11 feet) mining interval intersected in each hole was determined from the assay values, using clay marker seams as a guide.

Zone mineralization is indicated by gamma ray geophysical log response in each of the exploration holes listed in Table B below indicating a potash mineral resource. Some test mining of the B Zone has been done. However, sustained production from that zone has not been established. Assay results for the B Zone are not presented here.

Table B: Assay results for all potash test holes within the Cory Crown Lease.

Due to the remarkably consistent mineralogy and continuity of the resource, as experienced through decades of mine production, potash exploration drilling has been infrequent at Cory since 1965. Instead of exploration drillholes, seismic surveying has been relied upon to explore ahead of mine development. Where normal Prairie Evaporite sequences are mapped in the seismic data, potash beds have unfailingly been present. Localized, relatively small mine anomalies not mapped in seismic data do occur. When they do, they are dealt with in the normal course of mining and extraction through these anomalous areas is typically minimized. Anomalies associated with possible water inflow problems, which are mapped in the seismic data, are avoided.

Basic Approach

Exploration in the Cory area was conducted in the 1950s and 1960s. Sampling and assaying of potash core samples was done using methods considered consistent with standard procedures for potash exploration at these times.

Drillhole sampling methods have remained essentially the same over the years. Short segments of core usually about 0.3 m (1 foot) in length are labeled based on visible changes in mineralization, and sometimes based on more or less fixed intervals. Each segment of core is then split using some type of rock or masonry saw. The split portion of core is then bagged and labeled and sent to a laboratory for chemical analysis. Historical potash samples remain stored at the Subsurface Geological Laboratory (Regina, Saskatchewan) of the SMER. Most of these have deteriorated substantially.

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Regarding quality assurance for analytical results of in-mine samples, the Company has participated in the SPPA Sample Exchange Program to monitor the accuracy of analytical procedures used in its labs. In the early 1970s, the SPPA initiated a round-robin Sample Exchange Program, the purpose of which was to assist the potash laboratories in developing a high level of confidence in analytical results. Participants include all major Canadian potash mine site labs, the Nutrien Pilot Plant Lab and an independent surveyor lab. The Sample Exchange Program provided the participants with three unknown potash samples for analysis four times per year. Results for the unknown sample analysis are correlated by an independent agency that distributes statistical analysis and a summary report to all participants. Completed SPPA samples can be used for control standards as required in QA/QC sections of standard analytical procedures.

The Nutrien Pilot Plant is secured in the same way as modern office buildings are secured. Authorized personnel have access and visitors are accompanied by staff. No special security measures are taken beyond that. Currently, no external laboratory certification is held by the Nutrien Pilot Plant. On occasion, product quality check samples are sent to the SRC, a fully certified analytical facility.

In the opinion of the authors of the Cory Technical Report, the sampling methods are acceptable, are consistent with industry-standard practices, and are adequate for Mineral Resource and Reserve estimation purposes.

Mean Potash Mineral Grade From In-Mine Samples

It has been the practice at Cory for the past several years to collect two in-mine grade samples (one in the left break-through and one in the right break-through) from the floor at the start of every cutting sequence. This is equivalent to two samples taken every approximately 25 m in production panels, and two samples taken every approximately 50 m in development panels. In-mine grade sampling practices at Cory have varied over the years resulting in a less than ideal distribution graph. However, it is the belief of the authors of the Cory Technical Report that the average grade reported from these in-mine samples is representative of A Zone potash mineralization in the Cory area. In-mine sample data can be roughly confirmed by mill feed grade data collected over the years.

Per the Cory Technical Report, in-mine potash mineral grade samples collected from the Cory A Zone were analyzed in the Cory mill laboratory using analysis techniques that were up-to-date for the era in which the sample was collected. The median ore grade for the family of in-mine samples is 22.5% K₂O equivalent and the mean ore grade is 23.5%.

Per the Cory Technical Report, the B Zone mineral grade at Cory is reported to be 20.3% K₂O equivalent, which is the grade observed from in-mine samples at the Lanigan mine where the B Zone has been extensively mined. Even though Cory mine is some distance from Lanigan, this is considered to be the best estimate of expected mineral grade for this potash layer because the deposit is known to be regionally continuous from west of Cory to east of Lanigan. Although it is possible that once mining proceeds into the B Zone the reported grade could change from what is reported, it is expected that any such change would be minimal.

Potash Ore Density From In-Mine Mineral-Grade Measurements

An estimate of in-situ rock density is used to calculate potash mineralization volumes in mineral resource and reserve assessments. A common approach is to determine in-place mineral resource and reserve volumes (m³) to a certain degree of confidence, then multiply this number by in-situ bulk-rock density (kg/m³) to give in-place mineral resource and reserve tonnes. However, establishing an accurate bulk-rock density value is not an easy or trivial task. Well-log data from drillholes can be used for this if accurate and calibrated well-logs are acquired during exploration drilling. In practical terms, modern well-logs tend to meet these criteria, but historic well-logs (collected before the 1990s) do not. In the Nutrien mining areas, almost all potash exploration drilling took place in the 1950s and 1960s, well before density logs were accurate and reliable.

Another approach is to look up density values for the minerals which constitute potash rock – values determined in a laboratory to a high degree of accuracy and published in reliable scientific journals/textbooks – then apply these densities to the bulk-rock in some way. Given that the density of each pure mineral is quantified and known, the only difficult aspect of this approach is determining what proportion of each mineral makes up the bulk-rock at a particular sample location. Because historical Cory in-mine mineral grade analyses did not include measurements of the insoluble content, this approach cannot be used at Cory. Instead, we use the potash bulk-rock density calculated using in-mine samples from Allan A Zone:

RHO_bulk-rock (Cory) = RHO_bulk-rock (Allan) = 2,110 kg/m³

This estimate is considered acceptable since Cory and Allan are mining the same potash seam, both mines use boring machines that are the same height and both mines use the same basic mineral grade sampling methodology.

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Not enough B Zone mining has been carried out at Cory to permit a bulk density calculation based on in-mine grade samples. Instead, we use the potash bulk rock density calculated using in-mine samples from Lanigan B Zone:

RHO_bulk-rock (Cory B) = RHO_bulk-rock (Lanigan) = 2,120 kg/m³

This estimate is considered acceptable since the Cory B Zone and Lanigan B Zone are the same potash seam.

Assay Data Verification

The majority of original drill core assays were studied by independent consultant David S. Robertson and Associates (1976). The original assay results for core samples from historical wells were taken as accurate in these studies, as there is no way to reliably reanalyze these samples. Most of the remaining samples in storage have long since deteriorated to the point where they are not usable.

Ore grades of in-mine samples are measured in-house at the Cory mine laboratory by Company staff using modern, standard chemical analysis tools and procedures; an independent agency does not verify these results. However, check sampling through the SPPA program has occurred.

It should be noted that assay results from historical wells match mine sample results closely – within approximately 0.9% – even though sample spacing is obviously much greater in the case of drillholes. This fact is a validation of the methodology. Based on decades of in-mine experience at Cory, we consider these historical assay results to be acceptable and to provide a good basis for estimating ore grade in areas of future mining at Cory. However, the mean mineral grade of 22.5% K₂O equivalent determined from in-mine grade samples is thought to provide the most accurate measurement of potash grade for the Cory mine site.

Exploration Data Verification

The purpose of any mineral exploration program is to determine extent, continuity and grade of mineralization to a certain level of confidence and accuracy. For potash exploration it is important to minimize the amount of cross-formational drilling, since each drillhole is a potential conduit for subsurface groundwater overlying (or underlying) water-bearing formations into future mine workings. Every potash test hole from surface sterilizes potash mineralization as a safety pillar is required around every surface drillhole once underground mining commences. This is the main reason that exploration drilling has been infrequent at Cory in recent years. The majority of sampling and assaying of cores was done during potash exploration at Cory in the 1950s and 1960s. Methods were consistent with standard procedures for that era. Due to small number of drillholes, mineral grade information from in-mine grab samples provided better sampling of potash grade at Cory. This approach to potash sampling is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Assay of physical samples (drillhole cores and/or in-mine samples) is the only way to gain information about mineral grade, but extent and continuity of mineralization are correctly determined using data collected from geophysical surveys correlated with historic drilling information. To date, surface seismic data at Cory have been collected, analyzed, and verified by Company staff, at times in cooperation with an independent consultant.

Data for the mineral resource and reserve estimates for Cory mine were verified by Company staff as follows:

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

At Cory, potash ore has been mined and concentrated to produce saleable quantities of high-grade finished potash products since 1968. In 1988, production was curtailed at the Cory mine. This downsizing included shutdown of the flotation plant, leaving only the crystallization plant which produced a variety of specialized white potash products. From 2008 through 2011, the Cory mine underwent a major expansion which again allowed for the production of red product through floatation circuits. This expansion brought the nameplate capacity up to 3.0 million tonnes of finished potash products per year.

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In December 2013, operational changes were announced that reduced the operational capability of the Cory facility to 1.4 million tonnes per year. This was in response to market conditions and to optimize the Company’s lowest cost operations. In October 2017, Cory reverted to a pure crystallization plant producing only white potash products, and further curtailing production to 0.8 million tonnes per year. At present, only concentrated white potash products (near-pure KCl) are produced at Cory; these include high-grade specialized white soluble potash, white granular, chicklets and prills. These products have industrial, agricultural and feed applications.

Over the 51-year mine life, 118.914 million tonnes of potash ore have been mined and hoisted to produce 37.269 million tonnes of finished potash product (from startup in 1968 to December 31, 2019). Given this level of sustained production over 51 years, basic mineralogical processing and prospective metallurgical testing of Cory potash is not considered relevant.

Definitions of Mineral Resource

See “Mineral Projects – a) Allan Potash Operations – viii) Mineral Resource and Mineral Reserve Estimates – Definitions of Mineral Resource” for an overview of CIM’s mineral resource categories and the Company’s general characterization of mineral resources categories for its potash mines.

The Cory mine began production in 1968 and core drilling has been infrequently carried out since then. Instead, exploration involved collecting surface seismic data, which became better in quality over the years. Exploration drilling has demonstrated the presence of the potash horizon, and seismic coverage shows the continuity of the Prairie Evaporite Formation within which the potash horizon occurs.

Along with this approach, analysis of in-mine samples for potash grade has provided us with an observation-based understanding of the potash mineralized zone at Cory that is far superior to the level of understanding provided by any surface drilling based exploration program. We believe that our approach provides a body of information that guides and constrains our exploration inferences in a much better way than could be achieved from any conventional exploration investigation in areas immediately surrounding, and contiguous to, the Cory potash mine.