6-K - VOXR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number: 000-56292

Vox Royalty Corp.

| (Registrant) |

66 WELLINGTON STREET WEST

SUITE 5300, TD BANK TOWER BOX 48

TORONTO, ON M5K 1E6

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Vox Royalty Corp.
Date: January 20, 2023	By:	/s/ Kyle Floyd

| | | Chief Executive Officer |

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EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	PRESS RELEASE “VOX ANNOUNCES UPDATED DISCLOSURE DOCUMENTS”

| 99.2 | AMENDED AND RESTATED NI 43 – 101 TECHNICAL REPORT WONMUNNA IRON ORE MINE WESTERN AUSTRALIA, AUSTRALIA |

| 99.3 | MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2021 |

| 99.4 | MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 |

| 99.5 | FORM 52-109F2R CERTIFICATION OF REFILED INTERM FILINGS - CEO |

| 99.6 | FORM 52-109F2R CERTIFICATION OF REFILED INTERM FILINGS - CFO |

| 99.7 | FORM 52-109F1R CERTIFICATION OF REFILED ANNUAL FILINGS - CEO |

| 99.8 | FORM 52-109F1R CERTIFICATION OF REFILED ANNUAL FILINGS - CFO |

| 99.9 | CONSENT OF QUALIFIED PERSON – MATTHEW RANDALL |

| 99.10 | CONSENT OF QUALIFIED PERSON – CHRISTOPHER PICKEN |

| 99.11 | CERTIFICATE OF QUALIFIED PERSON – MATTHEW RANDALL |

| 99.12 | CERTIFICATE OF QUALIFIED PERSON – CHRISTOPHER PICKEN |

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voxr_ex991.htm EXHIBIT 99.1

VOX ANNOUNCES UPDATED DISCLOSURE DOCUMENTS

TORONTO, CANADA – January 20, 2023 – Vox Royalty Corp. (TSXV: VOX) (NASDAQ: VOXR) (“Vox” or the“Company”), a returns focused mining royalty company, is pleased to announce today that in connection with the review of the preliminary base shelf prospectus dated October 25, 2022 (the “Prospectus”) and further to the Ontario Securities Commission’s (the “OSC”) review of the Company’s continuous disclosure in connection with the Prospectus, the Company will be refiling its technical report on its Wonmunna project dated August 10, 2022 (the “Technical Report”), its annual management discussion and analysis for 2021, dated April 26, 2022 (the “Annual MD&A”) and its interim management discussion and analysis for the nine month period ended September 30, 2022, dated November 15, 2022 (the “Q3 MD&A”), to address the comments raised by the OSC in the manner noted below.

Kyle Floyd, Chief Executive Officer commented, “The Company is pleased to be updating its technical disclosure concerning certain technical reports and MD&A as requested by the OSC in conjunction with its review of our preliminary base shelf filing, which is needed to strictly comply with NI 43-101. Management is pleased to have the disclosure fully compliant and does not believe that the disclosure amendments are material (individually or in the aggregate).”

·	The Company’s Technical Report: (i) clarifies that the Company is treating the mineral resources and mineral reserves at Wonmunna as a historical estimate, in each case, in reliance on publicly available information disclosed by the owner of the Wonmunna project, (ii) updates the authors’ responsibility sections to includes sections 13 and 14, (iii) clarifies that with respect to the disclosure in sections 9 through 12, sections 18, 19 and 25 of the Technical Report, the Company is relying on the exemption in s. 9.2(b) National Instrument 43-101F1 – Technical Report (“NI 43-101F1”), and (iv) provides additional disclosure in section 20 of the Technical Report with respect to Environmental Studies, Permitting, and Social or Community Impact that was contained in a different part of the Technical Report.
·	The Company’s Annual MD&A has been amended to remove the following disclosure which was not in compliance with section 2.2(d) of NI 43-101: (i) disclosure of mineral resources by Gold Standard Ventures Corp. (“GSV”) in November 2021, expressed as contained ounces without referencing the applicable grade, and (ii) disclosure of a mineral resource estimate at the Ulysses-Leonora project by Genesis Minerals Limited (“Genesis”) in March 2022, with the total mineral resource expressed as contained ounces without referencing the applicable grade. The Company’s Annual MD&A was also amended to include a reference to the applicable grade to ensure compliance with section 2.2 (d) of NI 43-101 with respect to the following disclosure: (i) disclosure of the results of a feasibility study by GSV in February 2022, with mineral reserves expressed as contained ounces, (ii) disclosure of a mineral resource at the Bulgera project by Norwest Minerals Limited in March 2022, with mineral resources expressed as contained ounces, (iii) disclosure of a mineral resource estimate at the Ulysses-Leonora project by Genesis in March 2022, with the total mineral resource expressed as contained ounces, and (iv) disclosure of a mineral reserve at the Segilola project by Thor Explorations Ltd. in March 2021, with the mineral reserve expressed as contained ounces. Finally, the Company’s Annual MD&A was amended to remove the disclosure of a mineral resource estimate at the Pedra Branca project by ValOre Metals Corp. in March 2022, with mineral resource grade expressed as total precious metals contrary to 2.3(1) of NI 43-101 and the Company has updated the disclosure by inserting further details on the mineral resources estimate in a NI 43-101 compliant form.
·	The Company’s Q3 MD&A has been amended (i) to include a reference to the applicable grade with respect to the Company’s disclosure of a scoping study on Jangada Mines plc’s (“Jangada”) April 2022 Pitombeiras project, with mineral resources expressed as total tonnes in compliance with s. 2.2(d) of NI 43-101, (ii) to remove the word “mineable” from the Company’s description of the Jangada mine as feasibility cannot be demonstrated by a scoping study, and (iii) to add the cautionary language required by s. 2.3(3) of NI 43-101 to its disclosure of the results of scoping studies by Jangada (Pitombeiras project) and Tartisan Nickel Corp. (Kenbridge project).

The Company’s Technical Report: (i) clarifies that the Company is treating the mineral resources and mineral reserves at Wonmunna as a historical estimate, in each case, in reliance on publicly available information disclosed by the owner of the Wonmunna project, (ii) updates the authors’ responsibility sections to includes sections 13 and 14, (iii) clarifies that with respect to the disclosure in sections 9 through 12, sections 18, 19 and 25 of the Technical Report, the Company is relying on the exemption in s. 9.2(b) National Instrument 43-101F1 – Technical Report (“NI 43-101F1”), and (iv) provides additional disclosure in section 20 of the Technical Report with respect to Environmental Studies, Permitting, and Social or Community Impact that was contained in a different part of the Technical Report.

The Company’s Annual MD&A has been amended to remove the following disclosure which was not in compliance with section 2.2(d) of NI 43-101: (i) disclosure of mineral resources by Gold Standard Ventures Corp. (“GSV”) in November 2021, expressed as contained ounces without referencing the applicable grade, and (ii) disclosure of a mineral resource estimate at the Ulysses-Leonora project by Genesis Minerals Limited (“Genesis”) in March 2022, with the total mineral resource expressed as contained ounces without referencing the applicable grade. The Company’s Annual MD&A was also amended to include a reference to the applicable grade to ensure compliance with section 2.2 (d) of NI 43-101 with respect to the following disclosure: (i) disclosure of the results of a feasibility study by GSV in February 2022, with mineral reserves expressed as contained ounces, (ii) disclosure of a mineral resource at the Bulgera project by Norwest Minerals Limited in March 2022, with mineral resources expressed as contained ounces, (iii) disclosure of a mineral resource estimate at the Ulysses-Leonora project by Genesis in March 2022, with the total mineral resource expressed as contained ounces, and (iv) disclosure of a mineral reserve at the Segilola project by Thor Explorations Ltd. in March 2021, with the mineral reserve expressed as contained ounces. Finally, the Company’s Annual MD&A was amended to remove the disclosure of a mineral resource estimate at the Pedra Branca project by ValOre Metals Corp. in March 2022, with mineral resource grade expressed as total precious metals contrary to 2.3(1) of NI 43-101 and the Company has updated the disclosure by inserting further details on the mineral resources estimate in a NI 43-101 compliant form.

The Company’s Q3 MD&A has been amended (i) to include a reference to the applicable grade with respect to the Company’s disclosure of a scoping study on Jangada Mines plc’s (“Jangada”) April 2022 Pitombeiras project, with mineral resources expressed as total tonnes in compliance with s. 2.2(d) of NI 43-101, (ii) to remove the word “mineable” from the Company’s description of the Jangada mine as feasibility cannot be demonstrated by a scoping study, and (iii) to add the cautionary language required by s. 2.3(3) of NI 43-101 to its disclosure of the results of scoping studies by Jangada (Pitombeiras project) and Tartisan Nickel Corp. (Kenbridge project).

About Vox

Vox is a returns focused mining royalty company with a portfolio of over 60 royalties and streams spanning eight jurisdictions. The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network which has allowed Vox to target the highest returns on royalty acquisitions in the mining royalty sector. Since the beginning of 2020, Vox has announced over 25 separate transactions to acquire over 50 royalties.

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Further information on Vox can be found at www.voxroyalty.com.

For further information contact:

Kyle Floyd

Chief Executive Officer

info@voxroyalty.com

2

voxr_ex992.htm EXHIBIT 99.2

Amended and Restated

NI 43-101 Technical Report Wonmunna Iron Ore Mine Western Australia, Australia

Effective Date: 10th August 2022

Report Date: 20th January 2023

Report Prepared for

Vox Royalty Corp.

66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, Ontario, Canada, M5K 1E6

Report Prepared by

Kangari Consulting LLC 1000 Brickell Ave, Ste 715

Miami, Florida, United States of America

Signed by Qualified Persons:

Christopher J. Picken, BSc (Hons) MIMMM – Senior Geological Consultant

Matthew Randall, BSc (Hons) PhD, ACSM MIMMM CEng – Principal Mining Eng

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	1

Table of Contents

Table of Contents				2
1	Summary			6

| | 1.1 | Scope of Work | | 6 |

| | 1.2 | Property Description and Location | | 6 |

| | 1.3 | Accessibility Climate | | 7 |

| | 1.4 | History | | 7 |

| | 1.5 | Geological Setting and Mineralisation | | 8 |

| | 1.6 | Mineral Reserve Estimates | | 8 |

| | 1.7 | Adjacent Properties | | 9 |

| | 1.8 | Conclusions | | 9 |

	1.9	Recommendations		9

| | 2.1 | Scope of Work | | 10 |

| | 2.2 | Qualifications of Kangari Consulting LLC Team | | 11 |

| | 2.3 | Site Visit | | 12 |

| | 2.4 | Units and Currency | | 12 |

		2.4.1	Glossary of Terms	12
4	Property Description and Location			14

| | 4.1 | Location | | 14 |

| | 4.2 | Mineral Tenure | | 16 |

| | 4.3 | Underlying Agreements | | 17 |

	4.4	Environmental Considerations		17

| | 5.1 | Accessibility | | 18 |

| | 5.2 | Local Resources | | 18 |

| | 5.3 | Climate | | 19 |

| | 5.4 | Physiography and Vegetation | | 21 |

| | | 5.4.1 | Physiography | 21 |

| | | 5.4.2 | Vegetation | 21 |

	5.5		Infrastructure	23

| | 6.1 | Historic Exploration | | 24 |

| | 6.2 | Recent Exploration | | 25 |

| | | 6.2.1 | Talisman 2007-2010 | 25 |

		6.2.2	Rico Resources 2010-2014	33

| | 7.1 | Regional Geology | | 36 |

| | 7.2 | Property Geology | | 38 |

		7.2.1	Mineralisation	40
9	Exploration			42
10	Drilling			42

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11	Sample Preparation, Analyses, and Security	42
12	Data Verification	42
13	Mineral Processing and Metallurgical Testing	42
14	Mineral Resource Estimates	43
15	Mineral Reserve Estimates	43
16	Mining Methods	44

| | 16.1 | Mine Design | 44 |

| | 16.2 | Mine Production | 47 |

| | 16.3 | Land Clearance | 49 |

| | 16.4 | Geotechnical Modelling | 50 |

| | 16.5 | Hydrogeology | 51 |

| | 16.6 | Mining Infrastructure | 53 |

	16.7	57
18	Project Infrastructure	60
19	Market Studies and Contracts	60
20	Environmental Studies, Permitting, and Social or Community Impact	61
21	Capital and Operating Costs	61
22	Economic Analysis	61
23	Adjacent Properties	61
24	Other Relevant Data and Information	63
25	Interpretation and Conclusions	63

	25.1	64
27	References	64
28	Statements of Qualifications and Consent	66
29	Date and Signatures	68

List of Figures

Figure 4-1	Location of the Wonmunna Iron Ore Mine	15

| Figure 4-2 | Project Location Plan for the Wonmunna Mine in Western Australia | 17 |

| Figure 6-1 | Location of Boreholes drilled by Talisman Mining Ltd and outline of +50% and +60% Fe orebodies at SMM, CMM and NMM | 26 |

| Figure 6-2 | Location of boreholes and +50% and +60% Fe orebodies at the SMM and CMM targets . 27 Figure 6-3 Location of boreholes and +50% and +60% Fe orebodies at the NMM targets | 28 |

| Figure 6-4 | Cross section through the NMM Orebody | 29 |

| Figure 6-5 | Cross Section through the CMM Orebody | 30 |

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	3

Figure 6-6	Cross Section through the SMM Orebody	31

| Figure 6-7 | Schematic Sections through the NMM, CMM, SMM and EMM orebodies | 35 |

| Figure 7-1 | Wonmunna Mine Geology (after GSWA Mapping) | 38 |

| Figure 7-2 | Schematic Cross Section 710000 E across the NMM Deposit, West of Weeli Wolli Creek, looking East. | 39 |

| Figure 7-3 | Outcropping Mineralisation at NMM Deposit | 41 |

| Figure 16-1 | Surface Water Drainage Infrastructure (Mineral Resources, 2021b) | 54 |

| Figure 16-2 | Wonmunna Site Plan (Mineral Resources, 2021a) | 57 |

| Figure 17-1 | Process Plant at the Wonmunna Mine (Mineral Resources 2018) | 59 |

| Figure 17-2 | Plant Layout – Secondary Crushing – (Mineral Resources, 2021b) | 60 |

Figure 23-1	Adjacent Property Locations	62
Table 2-1	Glossary of Terms	12

| Table 4-1 | Wonmunna Mine Tenements | 16 |

| Table 5-1 | Average monthly and annual rainfall (Source: Newman Airport data 1971-2014) | 19 |

| Table 5-2 | Intensity, duration, and frequency of rainfall events Newman Airport | 20 |

| Table 6-1 | Resource summary based on the Historic Mineral Resource Estimate by QG in 2009 | 32 |

| Table 6-2 | AMC Scoping Study Options | 32 |

| Table 6-3 | Properties of other Pilbara Operations and Wonmunna High & Low Grade options | 33 |

| Table 6-4 | Resource Summary as at the 21st of March 2014 | 34 |

| Table 6-5 | Wonmunna Iron Ore Project - Ore Reserve Estimate (2015) | 35 |

| Table 7-1 | Wonmunna Mine Geological groups and lithologies | 40 |

| Table 16-1 | Mining Inventory for the proposed Wonmunna Mine (Ascot, 2015a) | 45 |

| Table 16-2 | Mining Equipment (Ascot, 2015a) | 45 |

| Table 16-3 | Key Mining Parameters for the Wonmunna Mine (Ascot,2015) | 50 |

| Table 16-4 | Estimated Water Requirements (Ascot, 2015a) | 56 |

| Table 16-5 | Wonmunna Mine Manpower Schedule – 5 Mtpa (Ascot, 2015a) | 58 |

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	4

IMPORTANT NOTICE

This notice is an integral component of the Wonmunna Iron Ore Mine - Technical Report (the “Technical Report” or “Report”) and should be read in its entirety and must accompany every copy made of the Technical Report. The Technical Report has been prepared in accordance with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects published by the Canadian Securities Administrators (“NI 43-101”).

The Technical Report was prepared for Vox Royalty Corp. (TSXV:VOX) (NASDAQ: VOXR) (“Vox Royalty” or “the Company”) by Kangari Consulting LLC (“KCL”). The Technical Report is based on information and data supplied to KCL by Vox Royalty. The quality of information, conclusions, and estimates contained herein are consistent with the level of effort involved in the services of KCL, based on: i) information available at the time of preparation of the Technical Report, and ii) the assumptions, conditions, and qualifications set forth in this Technical Report.

Each portion of the Report is intended for use by Vox Royalty subject to the terms and conditions of its contract with KCL. Except for the purposes legislated under Canadian provincial and territorial securities law, any other uses of the Report, by any third party, is at that party’s sole risk.

The results of the Technical Report represent forward-looking information and forward- looking statements within the meaning of applicable Canadian and U.S. securities legislation. The forward-looking information includes pricing assumptions, sales forecasts, projected capital and operating costs, mine life and production rates, implementation schedules and other assumptions. Forward-looking statements are based upon the responsible Qualified Person’s (“QP”) opinion at the time they are made but, in most cases, involve significant risks and uncertainty. Although each of the responsible QPs has attempted to identify factors that could cause actual events or results to differ materially from those described in this Report, there may be other factors that could cause events or results not be as anticipated, estimated or projected. There can be no assurance that forward-looking information in this Report will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking information. The conclusions and estimates stated in the Technical Report are to the accuracy stated in the Technical Report as at the base date stated in the Technical Report only and rely on assumptions stated in the Technical Report. The results of further work may indicate that the conclusions, estimates and assumptions in the Technical Report need to be revised or reviewed.

KCL have used their experience and industry expertise to produce the estimates and approximations in the Technical Report. Where KCL have made those estimates and approximations, they are subject to qualifications and assumptions, and it should also be noted that all estimates and approximations contained in the Technical Report will be prone to fluctuations with time and changing industry circumstances. The Technical Report should be construed in light of the methodology, procedures and techniques used to prepare the Technical Report. Sections or parts of the Technical Report should not be read or removed from their original context.

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	5

1 Summary

The Wonmunna Iron Ore Mine (“Wonmunna Mine”) is a direct shipping iron ore mine owned by Mineral Resources Limited (“MRL”) in Western Australia which commenced production in March 2021.

1.1 Scope of Work

This Technical Report has been prepared by KCL for Vox Royalty, which holds a 1.25% - 1.50% sliding scale Gross Revenue royalty interest over the Wonmunna Mine (“Royalty”).

The primary sources of information for this Technical Report have been provided to KCL by Vox Royalty. They include technical reports from previous mining and exploration companies that have completed exploration programs within the area covered by the exploration licence.

The authors have been informed that Vox Royalty has sought access to both the Wonmunna Mine-site and to recent exploration data, but these requests have been denied by MRL to date.

As a result, this Technical Report has been prepared based on the exemption available under Section 9.2 (Exemption for Royalty or Similar Interests) of NI 43‐101, which provides that, where such access has not been granted to a royalty holder, the royalty holder is not required to perform current inspection of the project site, nor is it required to complete those items under Form 43‐101F1 that require data verification, inspection of documents, or personal inspection of the property.

1.2 Property Description and Location

The Wonmunna Mine is located 80km north-west of Newman, and 375km south of Port Hedland in the Eastern Pilbara of Western Australia.

The Wonmunna Mine comprises four primary direct shipping iron ore deposits: North Marra Mamba (“NMM”), Central Marra Mamba (“CMM”), East Marra Mamba (“EMM”) and South Marra Mamba (“SMM”). These deposits are located in mining leases M47/1423-1425 within the larger exploration licence E46/1137 area. The mining leases are valid until April 29, 2033.

KCL has not reviewed the tenure status and makes no assessment or assertion as to the legal title of the tenure. Vox Royalty and a private, New Zealand-registered company (“Royalty Vendor”) entered into a Sale and Purchase Agreement on May 26, 2022, and as part of the transaction, Vox Royalty, Royalty Vendor and Wonmunna Iron Ore Pty Ltd (“WIO”) entered into a Deed of Assignment and Assumption on the same date.

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The statutory environmental guidelines required for mining operations at the Wonmunna Mine have been completed by WIO. WIO has complied with the Aboriginal Heritage Act 1972 (WA), with heritage site assessments being completed in 2014 and 2020. A Section 18 agreement has been approved for three areas where heritage sites were affected by mine infrastructure.

1.3 Accessibility Climate

The Wonmunna Mine is accessed using the Great Northern Highway along the 80km section north-west of the town of Newman. The last 10km to the mine site is reached using unsealed roads.

The population of the Pilbara is approximately 45,000. The major population centres are Port Hedland/South Hedland, Karratha, Newman, Tom Price, Paraburdoo and Roebourne. There are several small Aboriginal communities scattered across the region.

The Pilbara region has two climatic zones. A hot humid summer with a warm winter, and a hot dry summer with a mild winter. The climate is semi-desert tropical, with an average rainfall of 300mm. Average temperatures in summer range between 23 to

39.5 degrees, and in winter 6 to 25 degrees. The area is susceptible to drought conditions. The Wonmunna Mine is located within the Hammersley subregion of the Pilbara Interim Biogeographical Regionalisation of Australia (IBRA) bioregion. The central Pilbara region is dominated by the Hammersley Plateau which rises from 450m to 750m with hills to 900m and peaks to 1,250m elevation. Differential erosion on the plateau has created spectacular gorges in places.

The regional vegetation system in the district is dominated by tree-steppe and shrub- steppe communities with Eucalyptus trees and Acacia shrubs. The valleys are dominated by Mulga communities and a range of grass species.

1.4 History

Exploration in the Wonmunna Mine area dates back to the 1960’s, with several companies exploring a variety of prospects for base metal mineralisation. Talisman Mining Limited (“Talisman”) was granted exploration licence E47/1137 in 2004 and focused initially on targeting Cu/Zn/Ag mineralisation. Talisman changed their focus in 2007 to evaluate the iron ore potential.

In 2009, Talisman completed resource definition reverse circulation drilling of the Marra Mamba Iron Formation at the NMM, CMM and SMM prospects. A total of 600 reverse circulation boreholes (29,865m) were drilled.

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An inferred mineral resource was estimated by the Quantitative Group in 2009 based on Talisman’s drilling results. Using a 50% cut off grade they estimated 78.3Mt at 56% Fe and with 60% cut off grade, 10.0Mt at 61.3% Fe.

In January 2010, Rico Resources Limited (“Rico”) purchased the iron ore assets of Talisman for $43.7 million in cash and shares, and commenced a large drilling program to better define the mineral resources on site. A total of 626 reverse circulation boreholes (26,511m) and 6 diamond boreholes (356m) were drilled at the NMM and CMM deposits.

The resource estimate was updated by Coffey Mining in 2012 using Rico’s drill results. On the 21st of March 2014, Coffey Mining reported an increase to 84.3 Mt @ 56.5% Fe and 13.5 Mt @ 61% Fe using cut-off grades of 50% and 60%, respectively.

1.5 Geological Setting and Mineralisation

The Wonmunna Mine is situated within the Hamersley Basin in the West Pilbara Mineral Field. The tenement area is positioned in the hinge zone of a major regional anticline, the Wonmunna Anticline, which has exposed older Fortescue Group sediments and volcanics in an area otherwise uniformly underlain by Hamersley Group sediments.

The Wonmunna ore body comprises banded iron formation (“BIF”) associated with the Marra Mamba Iron Formation. The orebodies occur as remnant synclinal keels, conformably overlying shales of the Jeerinah Formation. Most of the mineralisation is described as bedded goethite and haematite enrichment of the Nammuldi Member BIF, the lower-most member of the Marra Mamba Formation. The mineralisation is primarily the result of supergene enrichment.

1.6 Mineral Reserve Estimates

The historical mineral reserve estimates reported previously have been made according to JORC (2012) guidelines and not to the CIM definition standards. The authors caution that a qualified person has not done sufficient work to validate the JORC (2012) estimates, and the authors are not treating the estimates as current mineral reserves as defined by CIM.

The mineral resources at the Wonmunna Mine are hosted within four primary deposits: NMM, CMM, SMM and EMM. The indicated and inferred JORC (2012) compliant resource that are contained within these four deposits is estimated at a combined total of 84.3 Mt @ 56.5% Fe.

Financial modelling completed by Ascot Resources Limited (“Ascot”) confirmed that the project is economically viable under 2015 assumptions. In the opinion of the QPs, cost assumptions and modifying factors applied in the process of estimation are reasonable. The proposed mine design is considered to provide the basis of a technically and economically viable project and the proposed mine plan is technically achievable.

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	8

1.7 Adjacent Properties

There are several iron ore mines that are currently in production in the area surrounding the Wonmunna Mine. The West Angelas Mine is situated to the west, and Hope Downs Mine to the north. The area immediately east of the Wonmunna Mine contains two iron ore deposits: namely Rhodes Ridge and Arrowhead.

The West Angelas mine commenced production in 2002 with an annual production capacity of 29.5 million tonnes sourced from open-pit operations. The Hope Downs Mine comprises four large open pit mines (Hope 1 North, Hope 1 South, Hope 4 and Baby Hope). The mines are co-owned by the Hancock Group and Rio Tinto Limited (“Rio Tinto”) and had an initial annual production capacity of 30 Mtpa.

The area immediately to the east of the Wonmunna Mine is also controlled by Rio Tinto. They own the Arrowhead and Rhodes Ridge deposits which had resource drilling programs completed between 2006 and 2019. The Arrowhead mineralisation is primarily hosted by the Marra Mamba Iron Formation, whereas the Rhodes Ridge Main mineralisation is predominantly hosted by the Brockman Iron Formation.

1.8 Conclusions

Access to MRL’s Wonmunna Mine for independent verification was not granted to Vox Royalty.

The geological interpretations detailed historical reports appear to be valid, but these have not been confirmed by KCL. Further drilling may change the geological interpretation which could lead to a reduction in the interpreted mineralised envelope.

The historic mineral resources are reported according to JORC (2012) guidelines which may not strictly comply with NI 43-101 reporting requirements and associated CIM definition standards.

1.9 Recommendations

KCL recommends Vox Royalty continues to request all the current information related to the Wonmunna Mine from MRL for an independent geological evaluation of the property.

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	9

2 Introduction and Terms of Reference

2.1 Scope of Work

This report was prepared for Vox Royalty by the authors in accordance with NI 43-101 as a Technical Report on the Wonmunna Mine in Western Australia.

The authors have been informed by Vox Royalty that this Technical Report is required as a result of Section 4.2(1) of NI 43‐101.

This Technical Report has been prepared for Vox Royalty, which is the holder of a royalty interest (not direct ownership) in the Wonmunna Mine. In accordance with the guidelines provided in NI 43‐101, mining companies are not required to, and as a matter of practice do not normally, disclose detailed information to companies which hold a royalty interest in their operations. The royalty holder, therefore, is limited in the amount of information and details it can disclose to that which is available in the public domain.

As a result, this Technical Report relies exclusively upon general information available in the public domain. Studies and additional references for this Technical Report are listed in Section 27 of this Technical Report.

The authors have reviewed the available project data as sourced from the public domain and incorporated the results thereof, with appropriate comments and adjustments as needed, in the preparation of this Technical Report.

The primary sources of information for this Technical Report are the following:

·	AMC Consultants Pty Ltd, Wonmunna Iron Ore Scoping Study, Talisman Mining Ltd AMC Project 208092. June 2009;

| · | Talisman Mining Ltd, Mineralisation Report in support of Application for Mining Lease M47/1423 Wonmunna Project Report R2042-PWMN600 10th September 2009; |

| · | Talisman Mining Ltd, Mineralisation Report in support of Application for Mining Lease M47/1424 Wonmunna Project Report R2043-PWMN600 11th September 2009; |

| · | Talisman Mining Ltd, Mineralisation Report in support of Application for Mining Lease M47/1425 Wonmunna Project Report R2044-PWMN600 11th September 2009; |

| · | Rico Resources Limited ASX Announcement 4th April 2012, Upgraded Global Resource for Wonmunna Project of 84.3Mt at 56.5% Fe; |

| · | Ascot Resources Ltd Wonmunna Iron Ore Asset Acquisition Presentation 25th March 2014; |

| · | Ascot Resources Ltd Independent Expert’s Report, 11th April 2014; |

| · | Ascot Resources Ltd ASX Announcement 6th January 2015 Wonmunna Iron Ore Project Maiden Ore Reserve Estimate; |

| · | Ascot Resources Ltd Wonmunna Iron Ore Project Mining Proposal M47/1423, M47/1424, M47/1425 & L47/727, March 2015 (“Ascot Mining Proposal”); |

| · | AQ2 Pty Ltd Wonmunna Iron Ore Project Surface Water Management Plan, October 2015; |

| · | Mineral Resources Limited Quarterly Exploration and Mining Activities Report July- September 2020 (Q1FY21); |

| · | Mineral Resources Limited Wonmunna Iron Ore Project Increase in Processing Capacity M47/1424, 25th March 2021; |

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·	Mineral Resources Limited Wonmunna Iron Ore Project Mining Proposal M47/1423, M47/1424 & L47/726, 1st June 2021 (“MRL June 2021 Mining Proposal”); and

| · | Mineral Resources Limited Wonmunna Iron Ore Project Mining Proposal M47/1423, M47/1424 & L47/726, dated 21 February 2022 (“MRL Feb 2022 Mining Proposal”). |

The reader is therefore cautioned that all information presented in this Technical Report are of a historical nature only, and that all resources, including tonnages and grades are not current.

The quality of information, conclusions, and estimates contained herein is consistent with the level of effort involved in KCL’s services, based on i) information available at the of preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this report. This report is intended for use by Vox Royalty and is subject to the terms and conditions of its contract with KCL and relevant securities legislation.

The contract permits Vox Royalty to file this report as a Technical Report with the Canadian securities regulatory authority pursuant to NI 43-101, Standards of Disclosure for Mineral Projects. Except for the purposes legislated under provincial securities law, any other uses of this report by any third party is at that party’s sole risk. The responsibility for this disclosure remains with Vox Royalty. The user of this document should ensure that this is the most recent Technical Report for the property as it is not valid if a new Technical Report has been issued.

2.2 Qualifications of Kangari Consulting LLC Team

The Consultants preparing this Technical Report are specialists in the fields of Geology, Exploration, Mineral Resource, Mineral Reserve estimation and Mining Engineering.

The Consultants or any associates employed in the preparation of this report have no beneficial interest in Vox Royalty. The Consultants are not insiders, associates, or affiliates of Vox Royalty. The results of this Technical Report are not dependent upon any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings between Vox Royalty and the Consultants. The Consultants are being paid a fee for their work in accordance with normal professional consulting practice.

The following individuals, by virtue of their education, experience, and professional association, are considered a QP as defined in the NI 43-101 standard, for this report, and is a member in good standing of appropriate professional institutions. The QP certificates of the authors are provided at the end of this document.

·	Christopher J. Picken, MIMMM – Section 1-13, 23, 26 & 27

| · | Matthew Randall, CEng MIMMM – Sections 14-22 & 24-25 |

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2.3 Site Visit

KCL personnel did not visit the property. A site visit was requested by Vox Royalty via electronic mail to MRL on June 27, 2022.

2.4 Units and Currency

All currency in this report are quoted as Australian Dollars (AUD$) (unless specified in the text).

2.4.1 Glossary of Terms

Table 2-1 Glossary of Terms

Abbreviation	Meaning

| Metals | |

| Fe | Iron |

| Measurements | |

| g | grams |

| g/cm3 | Grams per centimeter cubed |

| g/t | grams per ton |

| m | meters |

| km | kilometers |

| ppm | parts per million |

| Ib | pounds (weight) |

| ppb | parts per billion |

| t | tonnes |

| % | percent |

| g/t | grams per tonne |

| Abbreviation | Meaning |

| Companies | |

| ALS | ALS Laboratories |

| KCL | Kangari Consulting LLC |

| MRL | Mineral Resources Limited |

| Vox Royalty | Vox Royalty Corp. |

| Currency | |

| $ | United States Dollar |

| AUD$ | Australian Dollar |

| Misc. | |

| QP | Qualified Person |

| ASX | Australian Stock Exchange |

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3 Reliance on Other Experts

This Technical Report is based solely on information obtained from the public domain without recourse to independent verification or validation or access to the Wonmunna Mine or management of MRL, the owners of the property.

Accordingly, it has not been possible for the authors to complete the declaration and reliance requirements normally considered appropriate in respect of a technical report produced in the absence of such constraints. The company has relied on the section 9.2 exemption for royalty companies or similar interests.

The authors have been informed that Vox Royalty has sought access to Wonmunna, the records of the owners and such other information which may not be sourced in the public domain.

Such access has been requested by Vox Royalty and denied by the owners. Accordingly, this Technical Report has been prepared based on the exemption available under Section 9.2 (Exemption for Royalty or Similar Interests) of NI 43‐101, which provides that, where such access has not been granted to a royalty holder, the royalty holder is not required to perform current inspection of the project site, nor is it required to complete those items under Form 43‐101F1 that require data verification, inspection of documents, or personal inspection of the property.

Specifically, Section 9.2 exempts a royalty holder, who has requested but not received access to the necessary data and is not able to obtain the information from the public domain, from the requirement to complete those items under Form 43‐ 101F1 that require data verification or inspection of documents or materials.

As such, the authors note the following specific limitations with respect to compliance with requirements and guidelines as included in NI 43‐101, Form 43‐101F1 and the Companion Policy, where KCL:

·	Was not able to undertake any site visits as required by Section 6.2 (Current Personal Inspection) of NI 43‐101;

| · | Was not able to verify and validate any underlying supporting technical information used to derive the resource and reserve statements reported in the public domain, as such items would require data verification and/or inspection of documents and/or personal inspection of the property to complete: |

While relying on public domain information as reported by others, KCL has been unable to obtain detailed technical information relating to the following requirements in Form 43‐101F1:

·	Item 6 (d), Item 9, Item 10, Item 11, Item 12, Item 13, Item 14, Item 15, Item 16, Item 17, Item 18, Item 19, Item 20, Item 21, Item 22 and Item 24.

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Accordingly, in compiling this Technical Report, the authors have not explicitly relied on other named experts in respect of technical information, all of which has been sourced from the public domain.

4 Property Description and Location

4.1 Location

The Wonmunna Mine is located in the East Pilbara region of Western Australia, 80km north-west of Newman, and 375km south of Port Hedland (Figure 4-1). The Wonmunna Mine comprises exploration licence E46/1137 and mining leases M47/1423, M47/1424 and M47/1425; all of which are held by WIO; a wholly owned subsidiary of MRL. Three major iron ore projects, Rio Tinto’s West Angelas, Hope Downs and Rhodes Ridge are located adjacent to the project area (Figures 4-1 & 4- 2).

The Wonmunna Mine comprises four primary direct shipping iron ore deposits, North Marra Mamba (NMM), Central Marra Mamba (CMM), East Marra Mamba (EMM) and South Marra Mamba (SMM). All four deposits are fully covered by the three mining leases. The area is adjacent to the Great Northern Highway which provides direct access to Port Hedland.

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Figure 4-1 Location of the Wonmunna Iron Ore Mine

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4.2 Mineral Tenure

The legislative framework for exploration development and mining tenure is administered by the State of Western Australia through the Mining Act, 1978.

An exploration licence (“EL”) is granted under the act for exclusive rights to explore for specific minerals within a designated area but does not permit mining, nor does it guarantee a mining or production lease will be granted. A mining lease (‘‘ML’’) is granted under the act for mining operations and entitles the holder to machine-mine and carry out activities associated with mining or promoting the activity of mining.

The Wonmunna Mine tenure consists of EL E47/1137, which covers an area of 54 graticular blocks, as well as three MLs (M47/1423, M47/1424 & M47/1245) which are fully contained within E47/1137. The tenure details are shown in Table 4-1.

The tenure area is situated within the East Pilbara Shire entirely within Vacant Crown Land. It is covered by the Newman (SF50-16) 1:250,000 map sheet and Ophthalmia (2751) 1:100,000 map sheets. KCL has not reviewed the tenure status and makes no other assessment or assertion as to the legal title of tenure. It is not qualified to do so.

Tenement<br> <br>ID	Holder	Status	Blocks	Area<br> <br>(ha).	Grant Date	Expiry<br> <br>Date	Rent	Expenditure<br> <br>Commitment

| E47/1137 | Wonmunna Iron Ore Pty Ltd | Granted | 54 | | 29/08/2002 | 28/08/2022 | $31,701 | $204,000 |

| M47/1424 | Wonmunna Iron Ore Pty Ltd | Granted | | 1514 | 30/04/2012 | 29/04/2033 | $23,769 | $151,400 |

| M47/1423 | Wonmunna Iron Ore Pty Ltd | Granted | | 670 | 30/04/2012 | 29/04/2033 | $10,519 | $67,000 |

| M47/1425 | Wonmunna Iron Ore Pty Ltd | Granted | | 529 | 30/04/2012 | 29/04/2033 | $8,305 | $52,900 |

Table 4-1 Wonmunna Mine Tenements

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Figure 4-2 Project Location Plan for the Wonmunna Mine in Western Australia

4.3 Underlying Agreements

A Royalty Deed dated September 22, 2014 established the Royalty, payable by WIO to the holder of the Royalty from time to time.

Pursuant to an amendment agreement dated July 22, 2016, the quantum of the Royalty was adjusted such that the Royalty would be a variable 1.25% to 1.5% gross revenue royalty based on the benchmark 62% iron ore price (1.25% when below A$100/tonne; 1.50% when above A$100/tonne).

4.4 Environmental Considerations

The statutory environmental guidelines required for mining operations at the Wonmunna Mine have been completed by WIO.

The Wonmunna Mine area is partially contained within the native title claim of the Nyiyaparli Traditional Owners (NNTT no. WC2013/003; Nyiyaparli #3). The southern section is contained within the Ngarlawangga native title claim covered by a Native Title Mining Agreement signed on 23rd April 2012.

To comply with the Aboriginal Heritage Act 1972 (WA), WIO completed a site identification heritage assessment between September 2014 and October 2014. The objective of the site identification assessment was to identify and record all Aboriginal heritage values within the survey area in sufficient detail to allow the DAA and the Aboriginal Cultural Material Committee (ACMC) to assess the significance of any Aboriginal heritage locations likely to meet the criteria of sites under s5 and s39 of the Act. The heritage team on the first site visit consisted of six representatives of the Nyiyaparli Traditional Owners and three heritage consultants from Terra Rosa CRM. The second site visit consisted of four representatives of the Nyiyaparli Traditional Owners and four heritage consultants from Terra Rosa CRM.

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Further archaeological and ethnographic surveys within the Proposed Disturbance Envelope were conducted in November 2020 by Gavin Jackson and Associates and Steven’s Heritage.

The results of the heritage survey enabled some of the proposed Mine infrastructure to be modified to avoid the most important heritage sites. A Section 18 agreement was approved for three areas where this was not possible. The Forgotten Pool Site (ID# 24764), located to the south of the Exclusion Zone, is not a registered site but is listed in the Aboriginal Heritage Inquiry System as ‘Other Heritage’. The ‘Wonmunna Art Site’ is listed as a registered heritage site but is located to the north of the Great Northern Highway and not located within the Disturbance envelope.

Environmental investigations have also shown that there are no Pastoral Leases, or European Heritage places of interest within or proximal to the Project area.

5 Accessibility, Climate, Local Resources, Infrastructure, and Physiography

5.1 Accessibility

The Wonmunna Mine is located approximately 80km north-west of the town of Newman in the Pilbara region of Western Australia (Figure 4-1). Access to Wonmunna is via the sealed Great Northern Highway, north from Newman for 80km, then via 5–10km of unsealed roads to the mine site.

5.2 Local Resources

The population of the Pilbara is approximately 45,000 with numbers declining over the last decade largely due to restructuring within the mineral resources sector. The major population centres are Port Hedland / South Hedland (pop. 13,300), Karratha (pop. 9000), Newman (pop. 5,500), Tom Price (pop. 3,900), Paraburdoo (pop. 2,000) and Roebourne (pop. 1,600). There are also several Aboriginal communities scattered across the region, with resident populations varying between 50 and 300 people.

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The Pilbara population is generally highly mobile due to the nature of the mining industry. There are more males than females (56% male as opposed to 49% for the State of WA as a whole). This trend is far more pronounced amongst the non- indigenous population. The population is generally young, with a higher proportion of 25 to 40 year-olds, and a much lower proportion of over 60 year-olds compared to the Western Australian state average.

The Aboriginal population makes up to around 10% of the population, with up to a third of this population speaking an Australian indigenous language. The bioregion lies within the Aboriginal and Torres Strait Islander Commission (ATSIC) region of South Hedland and is managed by the regional council of Ngarda-Ngarli-Yamdu. The mining industry plays an important role in the provision of services. Mining towns in the Pilbara offer a wide range of sport and recreation opportunities. Land Conservation District Committees play a role in involving pastoral communities in land management.

Historically, the Pilbara region has been dominated by native grazing and pastoral activities. Currently, these activities are joined by tourism with the dedication of land to Crown Reserves, such as the Jigalong Aboriginal Reserve, and numerous conservation reserves, such as Karijini National Park and Millstream National Park. Mineral exploration and mining activities now form the most dominant land use in the Pilbara region (Van Vreeswyk et al. 2004). The Pilbara’s land uses are currently about 60% pastoral lease, 10% conservation reserve, 5% Aboriginal Reserve and 25% unallocated Crown land. No pastoral leases cover the Wonmunna Mine tenements.

5.3 Climate

The Bureau of Meteorology (BOM) has classified the Pilbara region into two zones based on temperature and humidity. A hot humid summer with a warm winter, and a hot dry summer with a mild winter (Van Vreeswyk et al. 2004). The Hamersley sub- region climate is typically semi-desert tropical, with an average rainfall of 300mm, dominated by summer cyclonic or thunderstorm events. Average temperatures range from summer maximums of 23 to 39.5 degrees in January and winter minimums of 6 to 25 degrees in June. Average rainfall for the Newman Airport Station is shown in Table 5-1, which indicates that rainfall for the area is dominated by summer cyclonic activity. Data recorded at the Newman Airport Bureau of Meteorology station represents that collected in the 14-year period since 1996.

Month	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Annual

| Mean Rainfall (mm) | 66.8 | 74.9 | 39.2 | 19.1 | 17.1 | 14.9 | 15.2 | 7.2 | 4.2 | 5.6 | 12.2 | 38.8 | 318.0 |

Table 5-1 Average monthly and annual rainfall (Source: Newman Airport data 1971-2014)

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The Wonmunna Mine is located within a High to Severe drought risk category which makes it susceptible to drought. A severe rainfall deficiency exists in a district when the rainfall is in the lowest 5% of records.

Rainfall Intensity – Wonmunna Iron Ore Mine (mm/hr)

| 5 mins | 61.50 | 81 | 110 | 128 | 151 | 182 | 207 |

| 6 mins | 57.20 | 75.20 | 103 | 120 | 142 | 171 | 194 |

| 10 mins | 46.90 | 61.80 | 84.90 | 99.30 | 117 | 142 | 161 |

| 20 mins | 35.10 | 46.30 | 63.60 | 74.40 | 88.10 | 107 | 121 |

| 30 mins | 28.70 | 37.90 | 52.30 | 61.20 | 72.50 | 87.90 | 99.80 |

| 1 hour | 18.90 | 25.20 | 35.30 | 41.70 | 49.80 | 60.90 | 69.60 |

| 2 hours | 11.50 | 15.50 | 22.50 | 27.10 | 32.90 | 41 | 47.40 |

| 3 hours | 8.34 | 11.30 | 17 | 20.80 | 25.60 | 32.30 | 37.70 |

| 6 hours | 4.74 | 6.59 | 10.40 | 13.10 | 16.50 | 21.40 | 25.40 |

| 12 hours | 2.75 | 3.88 | 6.40 | 8.23 | 10.60 | 13.90 | 16.80 |

| 24 hours | 1.67 | 2.36 | 3.95 | 5.12 | 6.61 | 8.80 | 10.60 |

| 48 hours | 1.01 | 1.42 | 2.38 | 3.07 | 3.96 | 5.27 | 6.37 |

| 72 hours | 0.708 | 1.01 | 1.70 | 2.21 | 2.85 | 3.81 | 4.62 |

Table 5-2 Intensity, duration, and frequency of rainfall events Newman Airport

Figure 5-3 Average Temperature Ranges Recorded at the Newman Airport BOM Site

The Pilbara coast is on one of the most cyclone prone areas of the world. On average 2.5 cyclones per year cross the coast accompanied by strong to destructive winds, often in excess of 170km/hr, and heavy rain. The tropical cyclone season extends from November through to May. The most destructive cyclones typically occur in January to March.

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Rainfall data that illustrates the intensity, frequency and duration of rainfall events at the Wonmunna Mine location is shown in Table 5-2. This information provides an indication of rainfall intensity during exceptional (1 in 100 years) rainfall events (BOM 2014).

A 1 in 100-year storm lasting 5 minutes can be expected to result in approximately 17.25mm of precipitation during that event at an equivalent rate of 207mm/hr. A 72- hour rainfall event of the same frequency can be expected to result in 332.64 mm of rainfall at the equivalent rate of 4.62mm/hr. Rainfall during a significant (1 in 100 year) event over a 72-hour period represents a fall equivalent to the average annual rainfall for the region. The average temperature ranges recorded at Newman Airport are displayed in Figure 5-3.

5.4 Physiography and Vegetation

5.4.1 Physiography

Wonmunna Mine is located within the Hammersley subregion (PIL3) of the Pilbara Interim Biogeographical Regionalisation of Australia (IBRA) bioregion which has a total of 14.1% of its area in reserves.

The central Pilbara region corresponds with the Hammersley Plateau physiographic unit as detailed by Beard (1975) and incorporates the Hammersley and lower portion of the Fortescue subregions of the Pilbara IBRA. Fronting the Fortescue valley, the Hammersley Range rises from 450m to 750m with hills to 900m and peaks to 1,250m elevation. Incision by modern drainages has produced spectacular gorges and differential erosion within the plateau has produced an environment of extreme relief with hills, ranges, crests, ridges, spurs and gorges (Johnson and Wright 2001).

The Hammersley Plateaux is characterised by hills and dissected plateaux on sedimentary and volcanic rocks of the Hammersley basin. The topsoil on the uplands of the mesa formations varies from shallow rocky topsoil layers where spinifex dominates towards the mesa rocky breakaways to deeper topsoil layers with higher clay and loam content where Acacia and Eucalyptus communities are abundant. On the mesa and hill-tops the soils are stony and ferruginous.

Alluvial deposits are restricted to larger creeks, including Weeli Wolli Creek, which traverses the Project area from south-west to north-east.

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5.4.2 Vegetation

The regional vegetation system in the district is dominated by tree-steppe and shrub- steppe communities with Eucalyptus trees, Acacia shrubs Triodia pungens and Triodia wiseana (Beard 1975). The valley floors and creek lines are dominated by Mulga communities over shrubs and a range of grass species. The vegetation communities within the Project can be divided into three main groups according to topography: (a) Creeks and drainage lines; (b) Ranges, hills and hillslopes; and (c) Flats and broad plains.

Vegetation communities located within the Project are not expected to be restricted to the locality, given the regional representation of the landforms and dominant species. The land systems which support the vegetation communities within the Project area are well represented outside of the Project area. As a result, the vegetation communities are well represented in the Pilbara region. None of the plant communities recorded in the Project area considered to be Threatened Ecological Communities (TEC’s) pursuant to Schedule 2 of the EPBC Act.

The vegetation condition of the Wonmunna Mine area has been affected by tracks, exploration activities and infrastructure. The condition of vegetation in the areas have not been affected by grazing.

A Level 2 flora and vegetation survey has been conducted by G&G Environmental within the Wonmunna Mine tenements. An autumn and spring reconnaissance was conducted in May and September 2011 in accordance with the EPA Guidance. A total of 16 vegetation associations were defined and mapped, comprising six riparian, two spinifex steppe, one shrub-land, two Acacia woodlands, one Eucalyptus woodland and four Eucalyptus mallee woodland communities (G&G Environmental 2014). Of the 16 vegetation associations mapped, 15 occur in the Purpose Permit area with one riparian vegetation (C2) occurring outside of the permit area.

Vegetation within the Purpose Permit area is dominated by six of the vegetation communities. The Eucalyptus woodland (EW1) and three Eucalyptus mallee woodlands (M2, M3 and M4) comprise a combined 63.27% of the survey area. A single spinifex steppe community (SS1) covered 10.78% and Acacia woodland (AW1) covered 20.15% of the survey area. Riparian vegetation, dominated by Eucalyptus camaldulensis woodland, accounted for 3.28% of the Purpose Permit area. The remaining nine associations comprised a total of just 2.53% of the Purpose Permit area which covered 61.93 hectares.

All vegetation associations closely resemble the previously recorded common and widespread vegetation communities of the Pilbara and most are represented in conservation areas and on vacant Crown land.

A total of 270 taxa, comprising 210 perennial and 60 annual species from 42 families and 124 genera have been recorded at the Wonmunna Mine. The most recorded families were Fabaceae, Poaceae and Malvaceae. The Amaranthaceae, Asteraceae, Goodeniaceae, Myrtaceae, Chenopodiaceae and Scrophulariaceae were also well represented. The dominant families were also dominant in other flora surveys conducted previously in the Hamersley sub-region of Pilbara bioregion.

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The desktop survey revealed 169 threatened floras for the Pilbara bioregion, which included three threatened species (Lepidium catapycnon and Thryptomene wittweri), 51 P1 taxa, 29 P2 taxa, 70 P3 taxa and 10 P4 taxa. Thryptomene wittweri is listed as vulnerable and has been recorded in the Hamersley sub-region of Pilbara.

Aluta quadrata is listed as endangered and has been recorded in the Hamersley sub- region. Although NatureMap (2014) lists 21 records for the species, the closest occurs more than 120km from the Wonmunna Mine site.

Lepidium catapycnon is listed as vulnerable and has been recorded in the Hamersley sub-region. NatureMap (2014) lists 44 records for the species and the closest record is within 6 km of the Wonmunna Mine. This species was the only flora highlighted in an EPBC Act search on the Mine area (G&G Environmental 2014). Van Vreeswyk et al (2004) recorded five P taxa inhabiting the site types that may potentially occur in the survey area (Table 5-4).

SPECIES*	PRIORITY CODE

| Lepidium catapycnon | T |

| Acacia aphanoclada | P1 |

| Bulbostylis burbidgeae | P4 |

| Eremophila pilosa | P1 |

| Josephinia sp Marandoo | P1 |

| Sida sp. Barlee Range | P3 |

Table 5-4 Priority Species Recorded by Van Vreeswyk et al (2004) in Similar Site Types

No threatened flora species were recorded at the Wonmunna Mine during the surveys. The search of the DEC database identified that there were no known records of threatened or priority flora within the survey area.

A single individual of the P3 species Gymnanthera cunninghamii was recorded in a creek bed during the May 2011 survey. However, this plant was located outside of and to the north of the Wonmunna Mine tenement boundary. A search along the creek-line for several hundred metres both up and downstream failed to locate any further plants (G&G Environmental 2014). Targeted searches for this species conducted in similar habitat within Project areas during the September survey did not locate any additional plants even though the Wonmunna Mine area lies within the documented distribution of the species (Florabase 2014).

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5.5 Infrastructure

The Wonmunna Mine is located within the Shire of East Pilbara (Pilbara Region), which covers an area of over 371,000 km2 and has an economy based on mining, tourism and pastoral operations. The continuing operations of various Rio Tinto subsidiaries and other mining companies in the area contribute significantly to the economy and employment in the Shire.

The township of Newman was established by the Mount Newman Mining Company Pty Ltd in 1968 to house employees working at the Mount Whaleback mine, 6 km away. The town is by far the largest urban settlement in the Shire of East Pilbara with a permanent population of approximately 4,200 people. Newman has become an important regional centre due to its proximity to mining and mineral exploration-sites and its airport that supports the fly-in fly-out mine workforce.

6 History

Information contained in this section has been gathered from the public domain and in conversations with Vox Royalty. Information includes work completed on the Wonmunna Mine which are subject to all, or part of, the Royalty.

This section quotes mineral resources and reserves presented in the public domain. The Mineral Resource Estimates and Mineral Reserve Estimates described are reported according to JORC (2012) guidelines and not to CIM definition standards. The authors caution that a qualified person has not done sufficient work to validate the historical estimates, and the authors are not treating the historical estimates as current mineral resources or reserves. The authors have not completed a detailed review of the historical resource or completed a new resource estimate in this Technical Report.

6.1 Historic Exploration

Several companies have held the mineral tenure in the Wonmunna Mine area dating back to the 1960’s. The district was initially targeted for base metal mineralisation.

The US Metals Refining Co. completed pitting and trenching in several areas of the tenement between 1963 and 1964, including the Bull, Sleepy Hollow and Ironstone prospects. The work revealed widespread secondary copper mineralisation, but no follow-up work was completed by the company.

Western Mining Corporation Ltd (“WMC”) undertook a regional exploration program for copper mineralisation in the Jeerinah Formation between 1967 and 1975. WMC completed detailed work which included soil geochemistry and drilling of 112 reverse circulation boreholes on 19 short traverses at the Wanna Munna, Bull, Sleepy Hollow and Ironstone prospects. Two diamond drillholes were completed at the Bull prospect. The drilling located widespread secondary copper mineralisation (10.7 m @ 3.4% Cu). No further follow-up was completed by WMC.

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Forsayth NL (“Forsayth”) targeted the area for gold mineralisation in 1989 and completed a stream sediment geochemical survey. The survey returned widespread gold anomalism (up to 1.6 ppm Au) in bulk leach extractable gold (BLEG). Limited follow-up soil geochemistry and rock-chip sampling located a quartz vein at a shale- dolerite contact assaying up to 1.5g/t Au. No further follow-up work was completed by Forsayth. A stream sediment survey also identified anomalous copper (1,250 ppm) and zinc (1,100 ppm), for which no follow-up work was completed.

6.2 Recent Exploration

More recent exploration commenced in 2004 when Talisman was granted exploration license EL47/1137. Talisman originally targeted the tenement for base metal (Cu/Zn/Ag) mineralisation. Surface sampling and reconnaissance reverse circulation drilling was completed at the Bull, Tavros, Sleepy Hollow, Layoff and Schwanny’s prospects. This drilling encountered Cu/Zn/Ag mineralisation at the Bull and Tavros prospects, with weak mineralisation found at Schwanny’s Prospect.

Poondano Exploration Pty Ltd (“Poondano”), a subsidiary of Mount Gibson Iron Limited, drilled 21 shallow boreholes in 2005 (maximum depth 50m) to test the pisolite developed on the Jeerinah Formation in the centre of exploration license E47/1137. Results were encouraging with the best intersection averaging 22m at 60.8% Fe from 14m depth. The joint venture between Poondano and Talisman was terminated in 2006.

6.2.1 Talisman - 2007-2010

In 2007, Talisman’s focus shifted from base metals to iron ore with the realisation that the Wonmunna Mine area had potential for Channel Iron Deposits (“CID”) and haematite-goethite Fe ore mineralisation within the Marra Mamba Formation.

In 2009, Talisman completed resource definition reverse circulation drilling of the Marra Mamba Iron Formation at the NMM, CMM and SMM prospects. The location of the boreholes, together with plans outlining the +50% Fe and +60% Fe ore bodies at the individual prospects are displayed in Figure 6-1 to Figure 6-3. Geological cross sections through the NMM, CMM and SMM prospects are shown in Figures 6-4, 6-5 & 6-6 respectively. A total of 600 boreholes for 29,865m were completed: 333 holes for 15,787m at NMM, 82 holes for 3,980m at CMM and 185 holes for 10,098m at SMM. Six diamond core holes (PQ3 diameter) were also completed at the CMM and SMM prospects for metallurgical and ore-characterisation test-work.

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Figure 6-1 Location of Boreholes drilled by Talisman Mining Ltd and outline of +50% and

+60% Fe orebodies at SMM, CMM and NMM

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Figure 6-2 Location of boreholes and +50% and +60% Fe orebodies at the SMM and CMM targets

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Figure 6-3 Location of boreholes and +50% and +60% Fe orebodies at the NMM targets

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Figure 6-4 Cross section through the NMM Orebody

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Figure 6-5 Cross Section through the CMM Orebody

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Figure 6-6 Cross Section through the SMM Orebody

An inferred mineral resource was estimated by the Quantitative Group (“QG”) in 2009 based on Talisman’s drilling results. The QG resource summary is shown in Table 6.1.

	Fe cut- off	Ore Mt	Fe<br> <br>%	Si2O3<br> <br>%	Al2O4<br> <br>%	P<br> <br>%	LOI<br> <br>%

| NMM Resource | 50% | 47.2 | 55.9 | 6.9 | 3.7 | 0.07 | 8.9 |

| NMM DSO Resource | 60% | 6.2 | 61.4 | 3.0 | 1.8 | 0.07 | 7.2 |

| CMM Resource | 50% | 15.2 | 56.8 | 5.7 | 3.3 | 0.10 | 9.5 |

| CMM DSO Resource | 60% | 2.4 | 61.2 | 3.3 | 1.7 | 0.10 | 7.4 |

| SMM Resource | 50% | 15.9 | 55.3 | 6.7 | 3.8 | 0.07 | 9.7 |

| SMM DSO Resource | 60% | 1.4 | 61.2 | 2.9 | 1.6 | 0.06 | 7.6 |

| Total Wonmunna Mineral Resources | 50% | 78.3 | 56.0 | 6.6 | 3.6 | 0.08 | 9.2 |

| Total Wonmunna DSO Resources | 60% | 10.0 | 61.3 | 3.1 | 1.7 | 0.08 | 7.3 |

Table 6-1 Resource summary based on the Historic Mineral Resource Estimate by QG in 2009

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In June 2009, Talisman commissioned AMC Consultants Pty Ltd. (“AMC”) to conduct a scoping study based on QG’s resource estimate detailed in Table 6-1. AMC examined nine operating options shown in Table 6-2.

Mining Fleet	Processing ** Plant**	1 Mtpa	2 Mtpa	5 Mtpa

| Owner | Owner | Y | Y | Y |

| Contractor | Owner | Y | Y | Y |

| Contractor | Contractor | Y | Y | Y |

Table 6-2 AMC Scoping Study Options

Pit optimisations were initially performed on the high grade, 60% Fe cut-off grade (“COG”) models for the nine options. In these options, road transport to Port Hedland (393km to the north of the mine) was required. Talisman decided to focus on a road haulage distance to either of the two nearest mines, namely West Angelas or Hope Downs. Talisman subsequently requested a further option of hauling 100km be considered, to determine if hauling to Fortescue Metals Group’s Cloudbreak mine would be viable. Following initial consideration of longer haul operations, Talisman decided to focus on a 25km road haul for the Scoping Study. This was because the nearby mines were considered potential buyers of Wonmunna Mine ore.

After the initial pit optimisation of the high grade 60% Fe COG models, an additional set of optimisations were done on the low grade 50% Fe COG models. This generated another nine options to give a total of 18 options. At the time, AMC considered resource grades of less than 57% Fe not saleable, as the grade is lower than the other neighbouring mines and the level of impurities associated with low grade ore is higher. There are more contaminants in the lower cut-off grade which effectively lowers the price of the product.

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Resource Cut-Off Grade	Ore	Fe	Si2O3	Al2O4	P	LOI

| | Mt | (%) | (%) | (%) | (%) | (%) |

| Pilbara Average | NA | 62.0 | 3.5 | 1.7 | 0.06 | 4.4 |

| Wonmunna 60% High Grade COG | 10.0 | 61.3 | 2.9 | 1.7 | 0.06 | 6.9 |

| Wonmunna 57% Low Grade COG | 27.0 | 58.3 | 5.0 | 2.7 | 0.08 | 8.5 |

| Wonmunna 58% Low Grade COG | 14.0 | 59.1 | 4.5 | 2.5 | 0.08 | 8.2 |

| Wonmunna 59% Low Grade COG | 6.0 | 59.8 | 4.1 | 2.3 | 0.07 | 7.7 |

| Wonmunna 60% Low Grade COG | 2.0 | 60.7 | 3.3 | 2.2 | 0.10 | 7.9 |

| Wonmunna 60% Low Grade COG | 0.4 | 61.7 | 3.4 | 1.8 | 0.07 | 6.1 |

Table 6-3 Properties of other Pilbara Operations and Wonmunna High & Low Grade options

The high-grade ore from the 60% Fe COG at Wonmunna Mine is close to the average quality produced in the Pilbara as a whole. It was assumed to be readily saleable by AMC (2009). The ore properties listed in Table 6.3 indicate that raising the COG naturally improves the quality of the ore. However, the amount of ore dramatically reduces as the COG is raised. AMC assumed the low grade 57% Fe COG is readily saleable.

Based on the Study, AMC concluded that the project is potentially economic based on either high-grade or low-grade ore if: Ore is transported 25 km to a nearby mine, it is owner or contract mined and processed and the production rate is 2 Mtpa or 5 Mtpa. The project was considered potentially uneconomic if ore haulage by truck 393 km to the nearest port was considered, as well as a production rate of 1 Mtpa at iron ore prices in 2009.

6.2.2 Rico Resources Limited - 2010-2014

In January 2010, Rico purchased the iron ore assets of Talisman for a consideration of $43.7M in cash and shares. It completed several exploration activities, including detailed geological mapping, additional aeromagnetic surveys and interpretation, and surface sampling. Neither the location of the boreholes, their assays, or the revised

+50% and 60% orebody outlines have been made available for incorporation into this section by KCL. Rico also defined a new orebody, the EMM which had not been mentioned previously by Talisman.

In 2011, Rico commenced a large drilling programme to better define the mineral resources. The resource definition drilling program comprised 626 RC boreholes for 26,511m and 6 diamond drill boreholes for 356m at the NMM and CMM deposits.

A first-phase reverse circulation drill program was also completed at the Eastern Marra Mamba (EMM) prospect with a total of 29 boreholes for 1,142m. Downhole geophysical logging was carried out on all new boreholes as well as some historic holes. The survey included measurements of natural gamma radiation and rock density using gamma-gamma.

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Detailed geological mapping by Rico revealed new information about the character of the complex lithologies hosting the orebodies. Following the additional drilling and mapping, the resources were updated by Coffey Mining in 2012, who reported a substantial resource upgrade. The resources estimated at the Wonmunna Mine on the 21st of March 2014 (detailed in Table 6-4), showed an increase to 84.2 Mt @ 56.5% Fe and 13.5 Mt @ 61% Fe using cut-off grades of 50% and 60% respectively. Schematic cross sections through the NMM, CMM, SMM and EMM following the drilling by Rico are shown in Figure 6-7. It should be noted that these mineral resources and reserves are presented in the public domain. The Mineral Resource Estimates and Mineral Reserve Estimates described here reported according to JORC (2012) guidelines and not to CIM definition standards. The authors caution that a qualified person has not done sufficient work to classify the historical resource as a current mineral resource, and the company are not treating the historical estimates as current mineral resources or reserves. The authors have not completed a detailed review of the historical resource or completed a new resource estimate in this Technical Report and therefore, whilst no material differences are expected had the author completed sufficient work, the resource should not be relied on.

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Deposit	JORC (2012)<br> <br>Category	Fe cut-off	Million Tonnes	Fe<br> <br>%	SiO 2<br> <br>%	Al2O3<br> <br>%	P<br> <br>%	LOI<br> <br>%

| NMM Deposit* | Inferred | 50% | 1.9 | 59.2 | 4.2 | 2.5 | 0.08 | 8.8 |

| | | 60% | 0.7 | 60.8 | 3.5 | 2.1 | 0.08 | 7.1 |

| | Indicated | 50% | 39.7 | 57.1 | 5.6 | 3.3 | 0.08 | 8.7 |

| | | 60% | 7.4 | 61.1 | 3.3 | 1.9 | 0.08 | 7.0 |

| | Inferred + Indicated | 50% | 41.6 | 57.2 | 5.6 | 3.2 | 0.08 | 8.7 |

| | | 60% | 8.1 | 61.0 | 3.3 | 1.9 | 0.08 | 7.0 |

| | Inferred | 50% | 3.8 | 57.0 | 5.2 | 3.3 | 0.11 | 9.3 |

| CMM Deposit* | | 60% | 2.9 | 61.1 | 3.0 | 1.9 | 0.11 | 7.4 |

| | Indicated | 50% | 14.4 | 57.1 | 5.6 | 3.3 | 0.10 | 9.0 |

| | | 60% | 0.8 | 60.8 | 3.2 | 2.0 | 0.11 | 7.3 |

| | Inferred + Indicated | 50% | 18.2 | 57.0 | 5.5 | 3.3 | 0.10 | 9.1 |

| | | 60% | 3.6 | 61.0 | 3.0 | 1.9 | 0.11 | 7.4 |

| SMM Deposit** | Inferred | 50% | 17.2 | 55.3 | 6.7 | 3.8 | 0.07 | 9.7 |

| | | 60% | 1.7 | 61.2 | 2.9 | 1.6 | 0.06 | 7.6 |

| EMM Deposit*** | Inferred | 50% | 7.2 | 54.0 | 7.9 | 4.6 | 0.08 | 9.5 |

| | | 60% | 0.1 | 60.1 | 3.5 | 2.2 | 0.08 | 7.9 |

| Total Resources | Inferred + Indicated | 50% | 84.2 | 56.5 | 6.0 | 3.5 | 0.08 | 9.1 |

| | Inferred + Indicated | 60% | 13.5 | 61.0 | 3.2 | 1.9 | 0.09 | 7.2 |

Table 6-4 Resource Summary as at the 21st of March 2014

* Resources estimated by Coffey Mining in 2012.

** Resources estimate update by Quantitative Group 2012.

*** Resource estimate by CSA Global 2012

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Figure 6-7 Schematic Sections through the NMM, CMM, SMM and EMM orebodies

An important milestone for the project was achieved in April 2012 when a Native Title Agreement with the Ngarlawangga Native title claimants was signed. This Agreement led to the granting of mining leases M47/1423, M47/1424 and M47/1425 in April 2012. The Native Title Agreement provided a framework for the traditional owners and the project owners to negotiate native title issues during the development of the project.

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Rico in conjunction with the traditional owners initiated a skills survey of the Ngarlawangga community. A partnership with the local community was evident during this period.

Following its acquisition in 2014, Ascot re-announced Rico’s 12th April 2012 ore resource statement on the 6th of January 2015. Ascot completed geotechnical drilling and water management studies in support of design parameters used to develop pit designs for ‘selected’ shells from mine optimisation studies. The company arranged Native Title Mining Agreements with two claimant groups whose claims affected the Wonmunna Mine. Heritage surveys were completed for the proposed project footprint, including all planned mining and infrastructure disturbance areas. An application under Section 18 of the Aboriginal Heritage Act (WA) to disturb potential sites was made and supported by both claimant groups.

Ascot were granted a Native Vegetation Clearing Permit for the proposed project footprint and submitted the Ascot Mining Proposal including closure plan to the Department of Mines and Petroleum in November 2014. Ascot was also granted a miscellaneous licence for a 180m haul road to link the mining operation to a specified entry point on to the Great Northern Highway to allow for quad road trucks to transport DSO product from Wonmunna to a delivery point at Port Hedland.

The Department of Mines and Petroleum of the Government of Western Australia approved the Ascot Mining Proposal in March 2015. The Australian Aboriginal Mining Corporation (“AAMC”) acquired the Project from Ascot Resources in December 2018.

The following section includes technical information in respect of Item 14 of Form 43- 101F1. The technical information as presented is however limited in nature due to reliance on and the availability of such information in the public domain and the Company has an exemption from completing such information in full pursuant to Part

9.2 of NI 43-101.

6.3 Mineral Reserve

The mineral reserve estimate described in the following paragraphs is reported according to JORC (2012) guidelines and not to the CIM definition standards. The authors caution that a qualified person has not done sufficient work to validate the JORC (2012) estimates, and the authors are not treating the estimates as current mineral reserves as defined by CIM.

The authors have not completed a detailed review of the mineral resource or completed a new resource estimate in this amended NI 43-101 technical report. The authors do however believe that the JORC (2012) resources and reserves reported in this technical report have been completed to a competent JORC (2012) standard, unless otherwise stated. It is not believed that there would be any material difference in the reported reserve should the reserve be reclassified to CIM standard from JORC (2012).

The following section is an excerpt from the MRL’s Quarterly Exploration and Mining Activities Report (Mineral Resources, 2020) and the resource and reserve estimates have been extracted from the Wonmunna Maiden Ore Reserve Estimate as announced by Ascot in 2015. Changes to standardizations have been made to suit the format of this report.

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The mineral resources at Wonmunna are hosted within four primary deposits, NMM, CMM, SMM and EMM. The indicated and Inferred JORC (2012) compliant resource that sit within these four deposits is estimated at a combined total of 84.3 Mt @ 56.5% Fe.

Wonmunna’s JORC (2012) compliant Probable Reserve estimate is focused on the initial mining areas at CMM and NMM. The total reported Ore Reserve estimate as at February 2015 is 28.86 Mt @ 58% Fe (Table 15-1).

Table 6-5 Wonmunna Iron Ore Project - Ore Reserve Estimate (2015)

Notes

1.	Tonnes are in dry metric tonnes and have been rounded

| 2. | CaFe represents calcined Fe and is calculated as CaFe = Fe%((100-LOI)/100) |

In 2020, MRL started construction on Wonmunna’s development to deliver a 5Mtpa – 10Mtpa iron ore operation, with first production achieved in March 2021.

Financial modelling completed by Ascot confirmed that the project is economically viable under 2015 assumptions. In the opinion of the QPs, cost assumptions and modifying factors applied in the process of estimation are reasonable.

The proposed mine design (Section 2.1) is considered to provide the basis of a technically and economically viable project and the proposed mine plan is technically achievable. All proposals for the operational phase involve the application of conventional technology which is widely utilized in Western Australia.

MRL purchased the Wonmunna Iron Ore Project from AAMC in September 2020, and produced its first iron ore in March 2021. The mine’s output is currently 5Mtpa with an initial mine life of 8 years. On June 29, 2022, MRL received government approval to increase production up to 13.5Mtpa.

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7 Geological Setting and Mineralisation

7.1 Regional Geology

The Project is situated within the Hamersley Basin in the West Pilbara Mineral Field. The tenement area is positioned in the hinge zone of a major regional anticline, the Wonmunna Anticline, which has exposed older Fortescue Group sediments and volcanics in an area otherwise uniformly underlain by Hamersley Group sediments (Figure 7-1).

The stratigraphy of the Fortescue Group in the tenement area comprises from the base upwards: the Jeerinah Formation which is made up of the Woodiana Sandstone (60m thick), overlain by the Warrie Member (80m thick) consisting of shale, a ferruginous chert and dolomite. The Warrie Member is overlain by the Roy Hill Shale (30m thick), a carbonaceous shale and mafic volcanics. Extensive dolerite bodies have intruded the Jeerinah Formation to form large sills that dominate the rock type in the tenement area.

The Hamersley Group contains five major BIF units, of which two, the Marra Mamba Iron Formation and the Brockman Iron Formation host the bulk of iron mineralisation currently being developed in the Pilbara Mineral Province. The Marra Mamba Iron Formation comprises three members the basal Nammuldi Member, the MacLeod Member and the upper Mount Newman Member. The Nammuldi Member contains chert-rich BIF, thin discrete shale bands and is up to 130m thick. The MacLeod Member (35m thick) contains BIF, chert and carbonates with numerous interbedded shale bands. The Mount Newman Member (60m thick) contains BIF interbedded with carbonate and shale bands. In the Wonmunna area, the Nammuldi Member is the host for iron mineralisation.

The basal BIF sequence of the Nammuldi Member conformably overlies the Jeerinah Formation in the tenement area. A goethite-rich chert outcrops at the base of the Nammuldi Member in the vicinity of the NMM and EMM deposits mark the contact. This goethite-rich chert may be a product of the mineralisation process that occurs in the BIF in these areas, or the massive chert may be a silicified thrust surface at the contact between the Nammuldi Member and the Jeerinah Formation.

A surficial laterite, which is probably the remnant of the original Hamersley Surface, is well developed in the southwest of the tenement area. This ferruginous duricrust, consisting of transported and residual ferruginous gravels and nodular lateritic materials, caps the bedrock geology. Partial erosion of the laterite has formed mesas, with breakaways exposing the underlying geology.

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Figure 7-1 Wonmunna Mine Geology (after GSWA Mapping)

7.2 Property Geology

The local geology of the Wonmunna Mine is displayed in Figure 7-1. The main unit hosing the orebodies within the Marra Mamba Iron Formation occurs as remnant synclinal keels, conformably overlying shales of the Jeerinah Formation. The synclinal keels have only been intersected in drilling beneath the surficial (iron-rich) deposits which blanket most of the project area.

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Two of these keel areas were discovered as due to destruction of magnetite in the BIF by the iron enrichment process at NMM and CMM. Regional drill traverses located a third keel to the south called SMM, and detailed mapping identified another small keel to the east of NMM called EMM.

Two small magnetic anomalies in the north-west and south-west of the tenement area represent the edges of more extensive Marra Mamba Formation in adjacent tenements, and potentially represent new areas to target additional resources.

It is interpreted that the mineralized BIF mapped at the project is the Nammuldi Member, the lower-most BIF unit in the Marra Mamba Formation (Table 7-1).

The Archaean rocks are exposed as a series of east-west trending synclines and anticlines in a complex ‘basin and dome’ configuration, with the long axes oriented east-west, and parallel to the dominant fold axis direction. Dips on the southern limb of synclines are typically steeper (60°N to vertical) and on the northern limbs are generally between 30°S and 45°S. The folds are truncated by both east-west and north-northwest trending faults (Figure 7-2).

Figure 7-2 Schematic Cross Section 710000 E across the NMM Deposit, West of Weeli Wolli Creek, looking East.

Surficial iron stone, likely a remnant of the Tertiary Hamersley Surface, is developed across the Project area. The iron stone occurs as indurated angular detrital ironstone with local fossil wood. Alluvial deposits are restricted to the larger creeks, including Weeli Wolli Creek which traverses the project area from south-west to north-east.

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STRATIGRAPHY			MEMBER	DOMINANT LITHOLOGY	THICKNESS<br> <br>(m)

Table 7-1 Wonmunna Mine Geological groups and lithologies

7.2.1 Mineralisation

Most of the mineralisation at the Wonmunna Mine is described as bedded goethite and haematite enrichment of the Nammuldi Member BIF, the lower most member of the Marra Mamba Formation.

The BIF unit in outcrop has its primary sedimentary fabric preserved but has been completely altered to intercalated layers of goethite, haematite, and limonite with some remaining silica rich layers (Figure 7-3). The mineralisation is primarily the result of supergene enrichment. The mineralisation is analogous to that being mined at Christmas Creek by Fortescue Metals group in the Chichester Ranges.

As well as the bedded mineralisation, several areas of detrital mineralisation and enriched duricrust occur along the edges of breakaways in the alluvial valleys. This material is comprised of variably mineralised clasts of Marra Mamba BIF in a matrix of polymictic alluvial/colluvial clays and sand. This mineralisation type is volumetrically small, lower grade and of less commercial interest than the bedded ore. However, it may be able to be beneficiated and provide an additional ore source for the project.

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Figure 7-3 Outcropping Mineralisation at NMM Deposit

The price of iron ore is not solely dependent on grade. The value depends on deleterious element geochemistry of the ore as well as physical parameters such as the lumps:fines ratio of the ore. The key deleterious elements are silica, alumina, phosphorous and sulphur. The Fe ore at the Wonmunna Mine has favourable geochemistry as discussed in Section 6. When iron ore is crushed and split into lump and fines components, there are systematic differences between the lump and fines grades.

Generally, the lump product is richer in iron and lower in the other minerals compared to the fines product. The grade differences between lump and fines, together with the lump percentage are referred to as the ‘lump algorithm.

8 Deposit Types

The Wonmunna Mine ore body comprises BIFs associated with the Marra Mamba Iron Formation common to the Pilbara Region.

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9 Exploration

MRL reported in April 2021 that they were carrying out 12,000m of resource definition drilling at Wonmunna. Results of this drilling program are yet to be publicly released as at the date of this Report and therefore cannot be disclosed by the author.

The company has requested, but not been provided with any current exploration data which can be disclosed in this section.

Per Section 9.2 (Exemptions for Royalty or Similar Interests) of NI 43‐101, Vox Royalty is exempt from providing this disclosure, as the information required to provide such disclosure is not available to Vox Royalty.

10 Drilling

MRL reported in April 2021 that they were carrying out 12,000m of resource definition drilling at Wonmunna. The results of this drilling program have not yet been published.

The company has requested, but not been provided with any current drilling results which can be disclosed in this section.

11 Sample Preparation, Analyses, and Security

The company has requested, but not been provided with any data on sample preparation, analysis or security which can be disclosed in this section.

12 Data Verification

The company has requested, but not been provided with any data verification material. Furthermore the company is not required to conduct a site visit under section 9.2 of NI 43-101.

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13 Mineral Processing and Metallurgical Testing

The following section is an excerpt from the Ascot Maiden Ore Reserve Statement (Ascot, 2015b). Changes to standardizations have been made to suit the format of this report.

Metallurgical information is based on test work that used 290m of drill core from the NMM and CMM deposits. The metallurgical drilling coverage is sufficient for the project at PFS level.

Analysis and process design of the project was completed by CSA Global and other external engineering vendors. The metallurgical interpretation and design support a reasonable project proposal.

The current project processing procedure is a dry 2-stage crush and screen to produce a -8mm product. This type of technology is well known and has precedence in current Pilbara iron ore operations.

Modifying factors are applied at Reserve level, and the project strategy produces a single product without any associated upgrading.

14 Mineral Resource Estimates

The authors have not conducted sufficient verification on the mineral resource estimates that exist for the project and therefore they cannot be considered to be current and are reviewed instead in section 6.

The mineral resource estimate described in this report are reported according to JORC 2012 guidelines and not to the CIM definition standards. The authors caution that a qualified person has not done sufficient work to verify the historical JORC 2012 estimates as a current mineral resource or reserve estimate, and Vox is not treating the historical estimates as current mineral resources or reserves as defined by CIM. The authors have not completed a detailed review of the mineral resource or completed a new resource estimate in this amended NI 43-101 technical report. Vox believes that the disclosure of the historical estimates is relevant to show the historical resources and reserves that have been delineated on the project but shareholders should not rely on the historical estimates as a current estimate. The authors do however believe that the historical JORC 2012 resources and reserves reported in this amended technical report have been completed to a competent JORC 2012 standard, unless otherwise stated. It is not believed that there would be any material difference in the reported resource should the resource be reclassified to CIM standard from JORC 2012.

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15 Mineral Reserve Estimates

The authors have not conducted sufficient verification on the mineral reserve estimates that exist for the project and therefore they cannot be considered to be current and are reviewed instead in section 6.

The mineral reserve estimate described in this report are reported according to JORC 2012 guidelines and not to the CIM definition standards. The authors caution that a qualified person has not done sufficient work to verify the historical JORC 2012 estimates as a current mineral resource or reserve estimate, and the authors Vox is not treating the historical estimates as current mineral resources or reserves as defined by CIM. The authors have not completed a detailed review of the mineral resource or completed a new resource estimate in this amended NI 43-101 technical report. Vox believes that the disclosure of the historical estimates is relevant to show the historical resources and reserves that have been delineated on the [project] but shareholders should not rely on the historical estimates as a current estimate. The authors do however believe that the historical JORC 2012 resources and reserves reported in this amended technical report have been completed to a competent JORC 2012 standard, unless otherwise stated. It is not believed that there would be any material difference in the reported resource should the resource be reclassified to CIM standard from JORC 2012.

16 Mining Methods

16.1 Mine Design

The following section is an excerpt from the Ascot Mining Proposal (Ascot, 2015a). Changes to standardizations have been made to suit the format of this report.

The Project will involve the extraction of high-grade iron ore from the three Marra Mamba deposits and will thus require the development of multiple open pits, commencing at the western end of the North Marra Mamba deposit.

Under this Mining Proposal, it is proposed that 34.4 Mt of ore at 57.3% Fe (mineable inventory) will be mined along with 51.1Mt of waste over the expected life of the mine. The mine plan (Table 16-1) and throughputs are based on an average grade of 57.5% Iron and production of 3Mtpa of ore in year one increasing to 5Mtpa from year three to end of mine life at year eight.

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Table 16-1 Mining Inventory for the proposed Wonmunna Mine (Ascot, 2015a)

The Project will initially be developed over a 12-month period with production planned to commence in Q2, 2015. Drilling and blasting will be used in the mining of the ore and overburden, with conventional mining excavators and mine trucks hauling the ore from the pits to the crushing and screening plant.

Conventional open pit mining will be undertaken. Initially the ore and overburden will require drilling and blasting. The material will then be loaded onto 85 – 120 tonne dump trucks using mine excavators with ancillary support equipment. Ore will be hauled directly from the pits to the Run of Mine (“ROM”) at the crusher stockpile area.

Waste from the Wonmunna operation will be accommodated in waste dumps beside the pits. The waste dumps have been designed in accordance with the DMP Guidelines (DMP 1996) and waste characterisation. It was determined to sheet the concave slope designs with 1m of lateritic subsoil, before the placement of 10cm topsoil

Medium scale diesel-hydraulic open pit mining equipment will be utilised for mining of the pits at Wonmunna, requiring the equipment detailed in Table 16-2. A contractor will be engaged for the mining of the open pit.

Table 16-2 Mining Equipment (Ascot, 2015a)

The pit designs for the Wonmunna Mine are based on the results from open pit optimisations which applied technical and economic factors to the Mineral Resource Estimate. Assuming there is no significant variation in either operating costs or iron ore price, the optimisations indicate the portion of the existing resource that can be extracted by open pit mining methods. Some potential existsat the Project for the extraction of additional portions of the resource as further exploration is undertaken.

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Pit ramps have been designed at (minimum) 25 metre widths for 2-way traffic and 15 or 20 metre widths for single lane traffic. All pit ramps have been designed using an average gradient of 1:10.

On site processing will be limited to dry crushing and blending according to market requirements. The Project is being developed to target the export market, although some mine gate sales may be considered. Export product will be hauled to the Port Hedland port via the Great Northern Highway.

16.2 Mine Production

The following section is an excerpt from the Ascot Maiden Ore Reserve estimate (Ascot, 2015b). Changes to standardizations have been made to suit the format of this report.

Both the NMM and CMM deposits have generally simple geometry, with mineralised zones and boundaries that are clearly defined for the purposes of grade control and overall management of product quality.

The proposed mine has a low stripping ratio of ~1.3 tonnes of waste per tonne of ore over the life of the mine. Ascot’s mine planning consultant, Orelogy, modelled dilution and mining ore loss by applying ‘edge effects’ and regularisation of the Mineral Resource block model. The dilution process involved ‘re-blocking’ to 6.25m x 6.25m x 2.0m for the Selective Mining Unit (“SMU”) size followed by applying additional block ‘edge effects’ using in-house algorithms.

A variable cut-off grade policy between 52% Fe to 54% Fe was used to define ore, with material between 50% Fe and the pit cut-off to be stockpiled as a potential future low-grade product or for potential beneficiation. The cut-off grade is applied after dilution and is selected based primarily on achieving an ore product of 58% Fe with marketable chemical and physical characteristics.

The following section is an excerpt from Talisman’s Half Year Report for December 2021 (Talisman, 2021). Changes to standardizations have been made to suit the format of this report.

Talisman holds an uncapped 1% gross revenue royalty on the sale of iron ore (and other mineral and metals) from MRL’s Wonmunna Iron Ore Mine. Iron ore production commenced at Wonmunna in March 2021 and is currently operating at its designed production output of 5 Mtpa.

Additionally, MRL has announced that it has received the required approvals to potentially expand Wonmunna’s production output up to 10Mtpa.

During the reporting period Talisman received royalties from iron ore sales at Wonmunna totaling AUD$2.7 million.

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The following section is an excerpt from an article in Investor Insights (Investor Insights, 2022). Changes to standardizations have been made to suit the format of this report.

Ore from Wonmunna will be used to underpin MRL’s Utah Point Hub iron ore blend, which includes tonnes from Iron Valley, and will incorporate production from the proposed Lamb Creek and Wedge mines.

The addition of Wonmunna production will help MRL boost output from the Utah Point export facility at Port Hedland towards 14Mtpa by the end of the December 2021 Quarter.

Wonmunna, 80km north-west of Newman and 360km south of Port Hedland, was purchased from the Australian Aboriginal Mining Corporation Limited (AAMC) in the September 2020 Quarter. In line with the undisclosed terms of the transaction, AAMC’s shareholders will be receiving a royalty in respect of the first 40 million dry metric tonnes extracted and removed from the area.

On June 29, 2022 MRL were granted approval for the MRL Feb 2022 Mining

Proposal, permitting the following changes:

·	Increase in the approved annual production rate from 10 Mtpa to 13.5 Mtpa;

| · | Introduction of mobile crushing plants to support fixed plant crushing operations; |

| · | Expansion of the Above Water Table (AWT) mining footprint, including changes to both Key and Other activities; |

| · | Extension of the NMM (West Pit) Below Water Table; and |

| · | Consolidation of previous granted mining proposals (REGID 53252; REGID 82535; REGID 94408; REGID 95918 and REGID 99189). |

The remaining life of the project is estimated at 5 years based on the revised production rate of 13.5 Mtpa. A progressive rehabilitation schedule is included in Table 33 of the MRL Feb 2022 Mining Proposal which indicates initial rehabilitation of waste rock landform footprints from 2025 through to 2028.

MRL currently operate the Wonmunna Mine and Iron Valley iron ore mine in the Pilbara region together to optimize product quality blending and to fully utilize bulk export capacity through Utah Point Hub at Port Hedland. The Wonmunna Mine production of 5 Mtpa – 13.5 Mtpa is blended with Iron Valley Mine production to utilize the combined 14 Mtpa port capacity at the Utah Point berth. Iron Valley Mine ore is complementary blended with Wonmunna Mine ore, based on Iron Valley’s high premium iron content (58% - 60% Fe) but high phosphorus penalties (0.15% - 0.20% P) which are offset by Wonmunna Mine’s lower iron content (56% - 58% Fe) but low phosphorus penalties (0.06% - 0.10% P). The final blended Wonmunna/Iron Valley products being exported by MRL through Utah Point have averaged 57.5% – 58.7% Fe fines and 58.7% - 59.6% Fe lump in FY20 and FY21.

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The Wonmunna Mine produces an iron ore fines product (~75% of production) and a premium lump product (~25% of production), the latter of which attracts a ‘lump premium’ with downstream steel mill customers.

The Wonmunna Mine ore also has advantageously high Loss On Ignition (“LOI”) which results in a high calcined iron content (“CaFe”) post direct reduction in furnaces of 63% - 65% CaFe. This high LOI allows steel mill customers to easily upgrade the Wonmunna iron content post decomposition of volatile compounds such as water vapour, carbon dioxide and sulphides.

16.3 Land Clearance

The following section is an excerpt from the Ascot Mining Proposal (Ascot, 2015a). Changes to standardizations have been made to suit the format of this report.

A Native Vegetation Clearing Purpose Permit for the Project was approved for 555ha and is valid from October 18th, 2014, until January 31, 2020.

Vegetation will be stripped using dozers with a clearing rake blade attached. The cleared vegetation will be stockpiled in wind rows adjacent to topsoil stockpiles. All stockpiles will be placed strategically adjacent to designated waste dump areas. Vegetation will be utilised in the rehabilitation of disturbed areas.

The clearing will occur over a period of five years from 2015 to 2020. Clearing and construction are anticipated to commence in January 2015 with operations expected to commence in Q2 2015. Clearing will be restricted to only what is essential to implement the mine proposal. Staged clearing will be undertaken on an ongoing basis throughout the life of the proposed mine, where practicable, to minimise the age of temporary topsoil stockpiles and to reduce potential dust generation from disturbed zones.

A 1km wide Exclusion Zone has been incorporated into all planning for the protection of the Weeli Wolli Gorge area.

16.4 Geotechnical Modelling

The following section is an except from the Ascot Mining Proposal (Ascot, 2015a). Changes to standardizations have been made to suit the format of this report.

A geotechnical study was completed detailing the analyses completed, the ground conditions and recommendations for the design of the Wonmunna Open Cuts. Overall pit wall angles were based on an initial conservative approach and will be continually reviewed as more geotechnical information is analysed throughout the

life of the mine. Details of the proposed pit dimensions and key mining parameters are provided in Table 16-3.

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Table 16-3 Key Mining Parameters for the Wonmunna Mine (Ascot,2015)

Where feasible, smaller pits may be backfilled, however most of the waste material will be stored within waste landforms. Design criteria of waste dump landforms and rehabilitation planning is detailed further in Ascot (2015). There will be no production of tailings at the Project, and so no requirement for tailings storage.

16.5 Hydrogeology

The following section is an excerpt from the Ascot Mining Proposal. It should be noted that changes to standardizations have been made to suit the format of this report.

The Central Pilbara region is drained by the Ashburton and Fortescue Rivers, which flow northwest towards the Indian Ocean. All rivers are seasonal, reflecting the erratic nature of rainfall, and only flow after heavy rain. Pools and springs are often present in the riverbeds after the rivers cease to flow. The rivers mostly flow through single well-defined channels, but the channels often become poorly defined in a network of braided tidal creeks and salt flats at the coast.

The Weeli Wolli Creek catchment, including Marillana Creek and Yandicoogina Creek, represents a significant surface water flow (10%) into the Fortescue Marshes 70km to the north. Weeli Wolli Creek can be divided into three zones: an upper catchment (above Weeli Wolli Springs), a lower catchment, and broad outwash on the Fortescue Plain.

The upper catchment comprises several tributaries that flow between east-west trending ranges before flowing through a narrow gorge in the Packsaddle Range at Weeli Wolli Spring. The gorge forms the surface and groundwater outlet from the southern half of the Weeli Wolli catchment. The spring is a permanent water feature that is supported by groundwater discharge. Surface water flow disappears about 2km downstream of the spring because of seepage and evaporation.

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Groundwater is fresh and slightly alkaline, although there is increasing groundwater salinity towards the spring (up to 600 mg/L TDS). This results from increased evapotranspiration near the gorge as the shallow water table supports extensive stands of phreatophytic vegetation.

Groundwater in the fractured rock aquifers occurs where secondary porosity has developed in fractured and weathered zones or along bedding plane partings or joints. Recharge is episodic and affected by direct infiltration of rainfall over areas where the rocks are fractured, weathered and jointed. Surface leakage flows into the basement rocks or through superficial sediments will also account for recharge.

Stream flow in the Pilbara region is directly in response to rainfall and is extremely dynamic with most of the stream flow therefore occurring during the summer months. The area experiences large changes in stream flow, with some associated variation observed in groundwater levels (particularly in shallow waters) from year to year and even decade to decade. Stream flow in the smaller flow channels is typically of short duration and ceases soon after the rainfall passes. In the larger river channels, which drain the larger catchments, runoff can persist for several weeks and possibly months following major rainfall events such as those resulting from tropical cyclones.

It is not uncommon for base flow to be uneven with some years exhibiting extremely low flow in creek systems and some years exhibiting relatively high flow which may be attributable to either once off large events (cyclones) or multiple smaller events (fronts and rain depressions).

It is unlikely that clearing of vegetation will have an impact on the groundwater, as recharge to this system is predominantly through direct infiltration into weathered and fractured rock strata or recharge from water losses through Weeli Wolli Creek bed during high rainfall events rather than from infiltration into the soil. Due to the planned implementation of the Weeli Wolli Exclusion Zone, it is unlikely that the creek system will be adversely affected by mining operations and therefore the creek system will continue to provide a recharge pathway to the groundwater.

Surface water drainage in the Project area generally trends north but is locally variable in dissected terrain. The clearing of native vegetation will be the minimum required to construct the mine infrastructure, which will avoid existing surface drainages to the maximum extent possible. Various small watercourses and sheet flow paths impacting the mine infrastructure (such as pits and waste dumps, processing areas, and roads) will require minor diversion of flows around or through the works (e.g. placement of culverts under roads) to maintain the existing hydrologic regime. With the implementation of the Exclusion Zone, riverine vegetation associated with major creek, wetlands or pools in that area will remain undisturbed with suitable buffer clearances to the operating mine area. All stormwater leaving disturbed areas of the site will be passed through sediment traps prior to release.

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The following section is an excerpt from the MRL March 2021 Mining Proposal (Mineral Resources, 2021b). It should be noted that changes to standardizations have been made to suit the format of this report.

The Proposal requires no additional disturbance of the approved OHP domain (REGID 53252). The Proposal requires no new or additional management commitments, with the following provided:

Wonmunna Mine - Surface Water Management (MP REGID 53252)

·	As indicated in the Wonmunna Surface Water Management Plan, “dirty” water runoff from the ore handling plant disturbance footprint will be captured and diverted through sediment basins prior to discharge to the downstream environment.
·	Where possible, “clean” water will be diverted around the Project disturbance areas. If this is not practicable, “clean” diversions through disturbance footprints will be constructed, with the “clean” water transferred via separate drainage to “dirty” water.
·	For all infrastructure areas, which includes the OHP, areas will be contained by perimeter bunding, with hardstands shaped to drain incidental rainfall to designated points. Perimeter bunds to be sufficient height to manage a 1:100 year, 72-hour storm event. For drains that direct surface water runoff to constructed sediment basins, the drain dimensions will be approximately 1 m wide, 1 m depth and side slope angles no greater that 1:3.
·	Nominal locations for surface water infrastructure provided in Figure 1 (taken from REGID 94408).

Table 16-4 Estimated Water Requirements (Ascot, 2015a)

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The following section is an excerpt from the MRL June 2021 Mining Proposal, prepared by MRL (Mineral Resources, 2021a). It should be noted that changes to standardizations have been made to suit the format of this report.

A 2.1 MW peak solar panel installation (solar farm) will be constructed south of the accommodation. On construction, the solar farm will supplement site diesel generators located at the NPI are (2 x 250 kVA), ROM Pad (3x 1250 kVA diesel generators) and accommodation camp (2 x 400 kVA).

The accommodation camp and ROM pad are interconnected by approximately

1.1 km of high voltage (11 kV) overhead line to allow for diesel power generation to be displaced by solar power generation during daylight hours. The solar farm is projected to displace approximately 2,400 tonnes of CO2 per annum and is designed to allow re-deployment to another mine site following cessation of the project operation.

The general layout is shown in Figure 16-1.

Figure 16-1 Wonmunna Site Plan (Mineral Resources, 2021a)

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16.6 Workforce

The following section is an excerpt from the Ascot Mining Proposal. It should be noted that changes to standardizations have been made to suit the format of this report.

The town of Newman is 85km to the south of the Project, and the closest main population centre. The Pilbara has a population of over 48,000 (ABS 2012) and 16.9% of residents are indigenous and 18.0% were born overseas. There is very little availability of local workforce, although there are some small support contract services available that will be utilised.

Through the agency of each of the Native Title Mining Agreements, WIO will pursue a policy of promoting indigenous employment. Most of the direct and contractor employment will be a Fly In/Fly out (“FIFO”) workforce utilising Newman Airport.

The majority will be working a 2 week on / one week off roster whilst it is expected that some senior staff will be on an eight days on / six days off roster. A summary of the workforce required for the Wonmunna Mine is provided in Table 16-5.

Table 16-5 Wonmunna Mine Manpower Schedule – 5 Mtpa (Ascot, 2015a)

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17 Recovery Methods

The following section is an excerpt from the Ascot Mining Proposal. It should be noted that changes to standardizations have been made to suit the format of this report.

Ore will be crushed and screened to a minus 8mm product size. This will be undertaken using a modular crushing and screening facility to process up to 5Mtpa over the 8-year mine life.

The mobile dry processing plant will require a low pad of 5m to be built with overburden from pre-stripping of the nearby NMM-west pit. Water will be added in the process and on the stockpile to mitigate dust generation.

The general layout of the plant (as at March 2022) is shown in Figure 17-1.

Figure 17-1 Process Plant at the Wonmunna Mine (Mineral Resources 2022)

This Mining Proposal seeks approval to increase the processing capacity from 5 Mtpa up to a maximum of 10 Mtpa. This processing increase is to be achieved through mining multiple pit stages concurrently and increasing the project’s Ore

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Handling Plant’s (OHP) crushing and screening capacity through installation of a lump re-screening facility within the approved footprint on M47/1424

The estimated commencement date was April/May 2021 with a completion date of 2025 (on grant of future MP’s estimated LOM 2028).

The maximum tonnes of material mined and processed was up to 30 Mtpa (potential increase in total inventory ≈ 50 – 60 Mt up to 2028).

As with the current facilities this will be a modular ore handling plant (dry crushing and screening, and stockpiling of ore). The Stage 2 site plan is shown in Figure 17-2.

Figure 17-2 Plant Layout – 10Mtpa Secondary Crushing (Mineral Resources, 2021b)

18 Project Infrastructure

The following section is an excerpt from the Ascot Mining Proposal. It should be noted that changes to standardizations have been made to suit the format of this report.

The Project is located approximately 70km west-northwest of Newman in the Pilbara region of Western Australia and is located within the Hamersley Ranges, which has a long mining history.

The Project is located within 25km of operating mines; Hope Downs (Rio Tinto/Hancock JV), Area C (BHPB) and West Angelas (Rio Tinto). The northern boundary of tenement M47/1425 abuts the Great Northern Highway.

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The Mining Proposal provides for a modular crushing and screening plant that will be installed south of the NMM-east pit and all ore will be hauled to that facility from the pits.

Conventional mine gravel haulage roads will be constructed to enable the mine trucks to safely haul the ore using locally sourced borrow material. A clearance width of up to 30m will enable the construction of a running surface of 20m with shoulders constructed on either side.

It is planned to haul the product (iron ore fines) to the port or to other mines for mine gate sales using the Great Northern Highway. The ore will be hauled in conventional quad road trains from the crusher area to the highway utilising the purpose-built road and through Miscellaneous Licence L47/727 onto the highway at the MRD approved entry point. Slip lanes will be constructed on the highway to Main Roads standard to allow for safe traffic flow.

The distance from the mine to Utah Point is approximately 350km. A return trip from the mine to the port and back will be undertaken in less than 12 hours allowing for rest breaks and refuelling in Port Hedland. Appropriate licences and permissions will be obtained from MRD, and the Heavy Haulage Section for this operation. At the production rate of 5 million tonnes per year it is expected that 87 trucking units will be required for a 24-hour operation. Trucks will be owner operated.

Figure 18-1 Surface Water Drainage Infrastructure (Mineral Resources, 2021b)

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Other facilities that will be required to support the operation include;

·	Power supply – diesel fired power station, estimated 3-4 MW,

| · | Water supply infrastructure – Existing bore (MRD3) with known yield of 700kL/day located near NMM Pit east will supply some of the Projects water requirement, particularly during construction, |

| · | A borefield exploration program will be undertaken early in 2015 to enable location and establishment of water supply for the operation, |

| · | Fuel storage and dispensing via self-bunded storage and dispensing units, |

| · | Administration, including security and first aid, |

| · | Mining operations centre (MOC), workshop and warehouse facilities, |

| · | Communication and IT infrastructure, |

| · | Accommodation village (initially 150 then expanding to a 420-man camp), |

| · | Sample preparation and laboratory facility, |

| · | Water and sewage treatment plants, |

| · | Mining and light vehicle washdown bays, |

| · | Access and haul routes, |

| · | Hardstands, ROM pads and mobile crushing facilities, |

| · | Parking and laydown areas for light vehicles, and |

| · | Parking and workshop area for the road haulage trucks. |

Water requirements for the operational mine have been estimated to be between 0.594 and 0.645 gigalitres per year (Table 16-4). It is expected that the water will be extracted with 3 boreholes from within the ore bodies below the water table and from fault systems on site. Investigation into the exact location of the bores will occur after mining has been approved. WIO will apply for the appropriate licenses when the program is finalised.

The MRL June 2021 Mining Proposal (Mineral Resources, 2021a) did not include any key mining activities and all proposed activities were categorized as Other Activities described below:

·	Expansion of the Non-Process Infrastructure (NPI) area;

| · | Establishment of a process ore stockpile yard & E-W surface water drain; |

| · | Construction of borehole field and associated infrastructure; |

| · | Expansion of administration/offices; |

| · | Expansion of accommodation camp; |

| · | Construction of a solar farm facility; |

| · | Expansion of the magazine compound; and |

| · | Expansion of the site transport and services infrastructure corridor. |

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19 Market Studies and Contracts

The company has requested, but not received, details on market studies and contracts. There is insufficient data available in the public domain to make a disclosure in this section.

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20 Environmental Studies, Permitting, and Social or Community Impact

The following section is an excerpt from the MRL March 2021 Mining Proposal (Mineral Resources, 2021b). Changes to standardizations have been made to suit the format of this report.

The Wonmunna Iron Ore Project (the “Project”) is a high-grade iron ore project located approximately 70 km west-northwest of Newman in the Shire of East Pilbara, Western Australia (WA), with the Project approved under REGID 53252 to produce up to 30 Million Tonnes (Mt) based on a production rate ranging from 3 – 5 Mt per annum (Mtpa) over a life of mine (LOM) of 8 years.

This Mining Proposal seeks approval to:

·	Increase the processing capacity from 5 Mtpa up to a maximum of 10 Mtpa.

This processing increase is to be achieved through mining multiple pit stages concurrently and increasing the project’s Ore Handling Plant’s (“OHP”) crushing and screening capacity through installation of a lump re-screening facility within the approved footprint on M47/1424.

This Mining Proposal (“MP”) submission will not result in any change to the following:

·	Land clearing of vegetation, as approved under MP REGID 53252

| · | Ore Handling Plant disturbance footprint, as approved under MP REGID 53252 |

| · | Management controls for dust and noise emissions at the OHP, as approved under MP REGID 53252 and Works Approval W6358/2020/1 (W6358) |

| · | Pit and/ or Waste Rock Landform (WRL) disturbance footprints, as approved under MP REGID 53252 |

| · | Geotechnical aspects associated with the operating pits, as approved under MP REGID 53252 |

| · | Mining methods for extraction of ore and mine waste from Project pits, as approved under MP REGID 53252 |

| · | Waste rock management strategies for the Project’s WRLs, as approved under MP REGID 53252 |

| · | Waste rock volumes to be generated and managed, as approved under MP REGID 53252 |

| · | Waste rock sources and/ or characteristics (physical properties/ geochemical), as described in MP REGID 53252 |

| · | Surface water management strategies for the Project, including the OHP domain, as described in MP REGID 53252 |

| · | Mine closure activities for closure and remediation of the OHP domain, Pit and WRL domains, as approved under MP REGID 53252 |

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Other activities associated with the MP include:

·	MP REGID 94408 – An Ancillary Infrastructure MP is currently under assessment with DMIRS, with this submission including the establishment of a process ore stockpile yard and expansion of the accommodation camp and construction of a solar farm

| · | Works Approval Amendment W6358/2020/1 - Emissions, including dust and noise generated from the increase in crushing and screening processing rates generated from the construction of a lump re-screening facility is currently being assessed by the Department of Water and Environmental Regulations (DWER) |

| · | Works Approval Amendment W6358/2020/1 - Emissions, including treated wastewater to land generated from an increase in the accommodation camp workforce is currently under assessment by DWER, involving an increase to Category 8 |

| · | A hydrogeological drilling investigation is scheduled for April 2021 to support estimated LOM water requirements of 900,000 kL/ annum (50% contingency). Subject to the outcome of this investigation, an amendment to Groundwater Licence (GWL) 204222(2) and Groundwater Operating Strategy (GWOS) will be submitted to DWER for assessment. |

21 Capital and Operating Costs

The following section is an excerpt from MRL’s Quarterly Exploration and Mining Activities Report (release date October 23, 2020) and from MRL’s FY22 Half Year Results dated February 9, 2022 (Mineral Resources, 2022).

MRL published an expected Wonmunna capital cost, including the purchase price, of

$126 million. Exports of 1.0 million to 2.0 million wmt were expected in H2 FY21. Operating costs are expected to be similar to MRL’s nearby Iron Valley Operation.

In Q3 2021 MRL commenced work on the installation of a 2.1MW solar array and battery at the Wonmunna mine site. Wonmunna is currently powered by diesel and the solar installation will reduce the diesel consumption on site by approximately 600,000 litres per annum and reduce the carbon emissions on site by approximately 1,800 tonnes of CO2 per annum. The combined solar/battery system will provide approximately 30% of the site’s installed power requirements. The system has been designed with an expected life of up to 20 years.

As at the end of the March-2022 quarter (Mineral Resources, 21 April 2022) full year iron ore shipments for the Utah Point Hub for FY22 were on track for previous MRL guidance of 10.5 – 11.0M wmt at operating costs of A$80 – 88/wmt CFR ex royalties (US$54 – 60/wmt1).

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22 Economic Analysis

23 Adjacent Properties

The location of iron ore mines that are currently in production in the area surrounding the Wonmunna Mine are displayed in Figure 23.1. The West Angelas Mine is situated to the west, and Hope Downs Mine is to the north. The area immediately east of the Wonmunna Mine contains two iron ore deposits: Rhodes Ridge and Arrowhead.

The West Angelas mine commenced production in 2002 with an annual production capacity of 29.5 million tonnes sourced from open-pit operations. The ore is processed on site before being loaded onto the rail network and transported to the Cape Lambert through the Hamersley & Robe River railway.

The Hope Downs Mine comprises four large open pit mines (Hope 1 North, Hope 1 South, Hope 4 and Baby Hope). The mines are co-owned by the Hancock Group and Rio Tinto. The development of the project was originally delayed when attempts to gain access to BHP Group Limited’s rail network failed, burdening the project with a further A$1 billion in cost to construct rail and port infrastructure. Rio Tinto became a partner in the project in July 2005 and constructed the major infrastructure necessary. After spending A$1.3 billion, the mine moved into production in November 2007. The mine had an initial annual production capacity of 30 Mtpa. Hope Downs currently has total production capacity of approximately 47Mtpa.

^1^ Exchange rate as of 11/06/2022 1 AUD = 0.68 USD

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Figure 23-1 Adjacent Property Locations

The area immediately to the east of the Wonmunna Mine is also controlled by Rio Tinto. They own two iron ore deposits, Arrowhead and Rhodes Ridge, which had resource drilling programs completed between 2006 and 2019. Rio Tinto drilled 27,545m at Arrowhead in 2019 alone. Rio Tinto released a notice to the ASX on the 17th of February 2021 reporting an increase in the reported inferred mineral ore resources for Arrowhead / Rhodes Ridge of 938Mt (dry product basis). The Arrowhead mineralisation is primarily hosted by the Marra Mamba Iron Formation, whereas the Rhodes Ridge Main mineralisation is predominantly hosted by the Brockman Iron Formation.

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Figure 23-2 Rio Tinto Arrowhead Deposit adjacent to Wonmunna tenure (shaded yellow)

24 Other Relevant Data and Information

25 Interpretation and Conclusions

KCL has relied solely on information published in the public domain and notes the following limitations with respect to compliance with requirements and guidelines as included in NI 43-101, Form 43-101F1 and the Companion Policy as published and updated by CSA. KCL:

·	Was not able to make a site visit as Part 6.2 of NI 43-101; and

| · | Was not able to verify and validate any technical information used to evaluate historic resource estimates, nor any technical information by previous owners of the Wonmunna Iron Ore Mine. |

Given the limitations of relying on public domain data, the authors rely on exemption 9.2 of the NI43-101 regarding the following aspects of NI 43‐101: Part 3 (3.2), (3.3), (3.4‐b, c, d); Part 6 (6.2, 6.3, 6.4);

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·	KCL, while relying on public information for the Technical Report has been unable to:

■	Secure specific consents from individuals or corporations which have published public domain data,

| ■ | With respect to ongoing work conducted by MRL: Obtain detailed technical information relating to the follow requirements of Form 43-101F1: |

·	Item 6 (d), Item 9, Item 10, Item 11, Item 12, Item 13, Item 14, Item 15, Item 16, Item 17, Item 18, Item 19, Item 20, Item 21, Item 22, Item 23 and Item 24.

25.1 Potential Risks

The Wonmunna Mine can be considered a producing mine, and as such there are many associated risks. These risks can be mitigated through advanced exploration, data collection and evaluation techniques, as well as engineering using current estimates for costs, exchange rates and gold prices. Some identified risks:

·	Access to MRL’s current project for independent verification was not granted,

| · | Geological interpretation – Further infill drilling may change the geological interpretation leading to a reduction in the interpreted mineralized envelope. |

| · | Historic mineral resources are reported according to JORC (2012) guidelines which may not strictly comply with NI 43-101 reporting requirements and associated CIM definition standards. |

| · | Mine planning is subject to further optimisation and outlooks could change. |

26 Recommendations

Based on the expertise of KCL it is recommended that Vox Royalty continues to request all current information related to Wonmunna from MRL for an independent geological evaluation of the property.

KCL is unaware of any other significant factors and risks that may affect access, title, or the right or ability to continued work recommended for Wonmunna.

27 References

Mineral Resources, 2020 - Quarterly Exploration and Mining Activities Report July to September 2020 (Q1 FY21)

Mineral Resources, 2021a – Wonmunna Iron Ore Project – Ancillary Infrastructure development M47/1423, M47/1424 & L47/726, Mining Proposal Revision 2, dated 1st June 2021.

Kangari Consulting LLC – Vox Royalty Corp.<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	66

Mineral Resources, 2021b – Wonmunna Iron Ore Project – Mining proposal for small mining operations, Increase in Processing Capacity. Report Reference ENV-TS-RP- 0285, dated 25th March 2021.

MRL Feb 2022 Mining Proposal – Wonmunna Iron Ore Project – Wonmunna Operations Mine Extension - Mining Proposal - Revision 1, Version 2. Report Reference ENV-TS-RP-0357, dated 21 February 2022 and approved on 29 June 2022.

Mineral Resources, 2022 – FY22 Half Year (H1) results, dated 9 February 2022.

Ascot Resources, 2015a – Mining Proposal, Wonmunna Iron Ore Project M47/1423, M47/1424, M47/1425 & L47/727, Revised 26th March 2015.

Ascot Resources, 2015b – Wonmunna Iron Ore Project – Maiden Ore Reserve Estimate. ASX Announcement dated 6th January 2015.

Talisman, 2021 - Talisman Mining Limited, Financial report for the half-year ended 31 December 2021

Investor Insights, 2022 – “Mineral Resources first ore from Wonmunna Iron Ore Mine”, dated 22nd March 2022, https://investorinsight.com.au/mineral-resources- first-ore-from-wonmunna-iron-ore-mine/

Beard, J.S. (1975) Vegetation Survey of Western Australia Pilbara 1:1,000,000 Vegetation Series Explanatory Notes to Sheet 5. University of Western Australia Press, Western Australia.

BOM (2014) http.//bom.gov.au/hydro/has/cdirswebx.shtml IFD graph

Florabase (2014) Names and descriptions of plant species, available at http://florabase.dpaw.wa.gov.au

G & G Environmental (2014) Flora and Vegetation Survey of the Wonmunna Area – Level 2

Johnson & Wright (2001) Central Pilbara Groundwater study. Hydrological Record Series, Report HG 8, pp.102 Water and Rivers Commission Western Australia.

Van Vreeswyk, A.M.E., Payne, A.L., Leighton, K.A and Hennig, P. (2004) An inventory and condition survey of the Pilbara Region, Western Australia. Technical Bulletin No. 92. Departments of Agriculture, Perth, Western Australia.

28 Statements of Qualifications and Consent

CERTIFICATE OF QUALIFIED PERSON

To Accompany the report entitled: Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine, Australia, 20^th^ January 2023.

I, Christopher Picken BSc (Hons) MIMMM, residing at 33 Storth Park, Sheffield,United Kingdom, do hereby certify that:

1)	I am a Senior Exploration Consultant Geologist with the firm of Kangari Consulting LLC, with an office at 1000 Brickell Ave, Ste 715, Miami, Florida, USA, 33131;

| 2) | I am a graduate of the University of Manchester in 1985, I obtained a Bachelor of Science (Honors) in Geography/Geology. I have practiced my profession continuously since 1985 I have worked as exploration geologist for 35 years. During my career I have worked on projects from grassroots though to feasibility in South Africa, Venezuela, Bolivia, Ecuador, Peru, Chile, Brazil, Tanzania, Uganda, Liberia, Sierra Leone, Cote d’Ivoire, Republic of Congo and Ethiopia. Projects worked on include the 2 million- ounce Yaoure Gold Project in Cote d’Ivoire. | |

| 3) | I am a professional Geologist registered with the Institute of Materials, Minerals and Mining (MIMM 464056 | |

| 4) | I have not personally visited the project area as it was not required under section 9.2 of NI 43-101. | |

| 5) | I have read the definition of Qualified Person set out in National Instrument 43-101 and certify that by virtue of my education, affiliation to a professional association, and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of National Instrument 43-101 and this technical report has been prepared in compliance with National Instrument 43-101 and Form 43-101F1; | |

| 6) | I, as a Qualified Person, I am independent of both Vox Royalty Corp. and Mineral Resources Limited, as defined in Section 1.5 of NI 43-101; | |

| 7) | I am author of this report and responsible for sections 1 through 13, 23, 24 & parts of 25 & 26; and accept professional responsibility for those sections of this technical report; | |

| 8) | I have had no prior involvement with the subject property. | |

| 9) | I have read NI 43-101 and confirm that this technical report has been prepared in compliance therewith; | |

| 10) | Kangari Consulting LLC was retained by Vox Royalty Corp. to prepare a technical audit of the Wonmunna Iron Ore Mine. In conducting our audit, a gap analysis of project technical data was completed using CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines and Canadian Securities Administrators National Instrument 43-101 guidelines. The technical report is based on information in the public domain and shared by Vox Royalty Corp. with Kangari Consulting LLC. | |

| 11) | I have not received, nor do I expect to receive, any interest, directly or indirectly, in the Wonmunna Iron Ore Mine or any securities of Vox Royalty Corp. | |

| 12) | As of the date of this certificate, to the best of my knowledge, information and belief, this technical report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading. | |

| Sheffield UK January 20, 2023 | | Christopher J Picken MIMMM Senior Exploration Consultant Geologist |

Kangari Consulting LLC<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	Page 67

CERTIFICATE OF QUALIFIED PERSON - RESERVES

To Accompany the report entitled: Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine, Australia, 20th January 2023.

I, Matthew Randall BSc (Hons), PhD, CEng, ACSM, MIMMM, of Axe Valley Mining Consultants Limited, 138 High St, Swanage, Dorset, BH19 2PA, UK; do hereby certify that:

1)	I am a Principal Mining Engineer and Director with the firm of Axe Valley Mining Consultants Limited, with a registered office at 138 High St, Swanage, Dorset BH18 2PA, United Kingdom

| 2) | I am a graduate of the University of Exeter where I obtained a Bachelor of Science (Hons) in Mine Engineering in 1978 and a PhD in Rock Mechanics in 1989. I have practiced my profession continuously since 1978 and have worked as mining engineer for more than 40 years. During a career of more than 25 years with Rio Tinto I worked on site as a Mining Engineer, a Technical Services, Chief Mining Engineer, and as a Principal Consultant in the Technical Services division. For the last 10 years I have managed Axe Valley Mining Consultants and have worked on a wide variety of commodities (Gold, Silver, Platinum, Borax, Iron Ore, Coal, Talc etc), in many different countries around the world and have been directly involved in mineral resource and reserve estimations for mineral deposits. I have also been directly involved in all aspects of the planning and evaluation of gold deposits in Europe, Africa, Australia, Russia and South America. |

| 3) | I am a professional Mining Engineer, registered with the Institute of Materials, Minerals and Mining (MIMM 458442) and a Registered Chartered Engineer with the Engineering Council (345134) |

| 4) | I have not personally visited the project area as it was not required under section 9.2 of the NI 43-101. |

| 6) | I, as a Qualified Person, I am independent of both Vox Royalty and Mineral Resources Limited, as defined in Section 1.5 of NI 43-101; |

| 7) | I am an author of this report and responsible for sections 14 to 22 and parts of sections 25 and 26; and accept professional responsibility for those sections of this technical report; I also confirm that I have read the document and it fairly and accurately represents the information in the technical report. |

| 8) | I have had no prior involvement with the subject property. |

| 9) | I have read National Instrument 43-101 and confirm that this technical report has been prepared in compliance therewith; |

| 10) | Kangari Consulting LLC was retained by Vox Royalty Corp. to prepare a technical audit of the Mine. In conducting our audit, a gap analysis of project technical data was completed using CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines and Canadian Securities Administrators National Instrument 43-101 guidelines. The technical report is based on public domain information. |

| 11) | I have not received, nor do I expect to receive, any interest, directly or indirectly, in the Wonmunna Mine or any securities of Vox Royalty Corp. |

KCL

Kangari Consulting LLC<br> <br>Amended and Restated NI 43-101 Technical Report – Wonmunna Iron Ore Mine	Page 68

29 Date and Signatures

To: TSX Venture Exchange Ontario Securities Commission

British Columbia Securities Commission Alberta Securities Commission

Financial and Consumer Services Commission (New Brunswick) Government of Newfoundland and Labrador, Financial Services Regulation Division

I, Christopher J Picken, do hereby consent to the public filing of the technical report entitled Amended and Restated NI 43-101 Technical Report - Wonmunna Iron Ore Mine, Western Australia, Australia, and dated January 20, 2023 (the “Technical Report”) by Vox Royalty Corp. (the “Issuer”) under its profile on SEDAR at www.sedar.com.

Sheffield, UK<br> <br>January 20, 2023	Christopher J Picken MIMMM<br> <br>Senior Geologist

To: TSX Venture Exchange Ontario Securities Commission

British Columbia Securities Commission To: TSX Venture Exchange

Ontario Securities Commission

British Columbia Securities Commission Alberta Securities Commission

Financial and Consumer Services Commission (New Brunswick) Government of Newfoundland and Labrador, Financial Services Regulation Division

I, Matthew Randall, do hereby consent to the public filing of the technical report entitled Amended and Restated NI43-101 Technical Report Wonmunna Iron Ore Mine, Western Australia, Australia, and dated January 20, 2023 (the “Technical Report”) by Vox Royalty Corp. (the “Issuer”) under its profile on SEDAR at www.sedar.com.

Langley, UK<br> <br>January 20, 2023	Matthew Randall CEng MIMMM<br> <br>Principal Mining Engineer

KCL

voxr_ex993.htm EXHIBIT 99.3

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Effective Date

This Management Discussion and Analysis (“MD&A”) is prepared as of April 26, 2022. It contains certain forward-looking statements that involve known and unknown risks and uncertainties which are beyond the control of the Company. Readers should read the sections of this MD&A entitled “Risk Factors” and “Forward Looking Information”. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021, in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

Management is responsible for the preparation of the consolidated financial statements and this MD&A. All dollar figures in this MD&A are expressed in United States dollars, unless stated otherwise.

Amended

This MD&A has been amended following a continuous disclosure review by Staff at the Ontario Securities Commission (the “OSC”) of the Company’s disclosure record. This amended MD&A for the year ended December 31, 2021 was filed to address comments received from the Staff of the OSC and to provide updated mineral resources disclosure within the Development of Royalty Assets section of this MD&A.

Table of Contents

Effective Date	2

| Amended | 2 |

| Table of Contents | 2 |

| Overview | 3 |

| Highlights for the Three Months and Year Ended December 31, 2021 | 3 |

| COVID-19 Pandemic | 9 |

| Outlook for 2022 | 9 |

| Asset Portfolio | 10 |

| Summary of Annual Results | 12 |

| Summary of Quarterly Results | 13 |

| Liquidity and Capital Resources | 15 |

| Off-Balance Sheet Arrangements | 15 |

| Commitments and Contingencies | 15 |

| Related Party Transactions | 16 |

| Changes in Accounting Policies | 17 |

| Recent Accounting Pronouncements | 17 |

| Outstanding Share Data | 17 |

| Critical Accounting Judgements and Estimates | 17 |

| Financial Instruments | 17 |

| Internal Controls Over Financial Reporting | 19 |

| Risks and Uncertainties | 20 |

| Forward-Looking Information | 27 |

| Third-Party Market and Technical Information | 27 |

Abbreviations Used in This Report

	Abbreviated Definitions

| Q1 2020 The three-month period ended March 31, 2020 | | | | |

2

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Overview

Vox Royalty Corp. (“Vox” or the “Company”) is a mining royalty and streaming company focused on building a portfolio of royalties and streams across a diverse mix of precious metals assets. Vox has a unique mandate to opportunistically acquire royalties and streams on quality assets at attractive prices over a diverse portfolio of underlying hard rock commodities including precious metals, base and battery metals as well as certain bulk commodities. Precious metals assets currently make up over 70% of the assets underlying the Company’s royalties and streams by royalty count.

The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network which has allowed Vox to become one of the fastest growing companies in the royalty sector. Since the beginning of 2019, Vox has announced over 20 separate transactions to acquire over 45 royalties.

The Company’s common shares trade on the TSX Venture Exchange under the ticker symbol “VOX”, and on the OTCQX under the symbol “VOXCF”. **** Further information on Vox can be found at www.voxroyalty.com.

The following table shows the Company’s asset count as of the date of this MD&A:

Asset stage	Current

| Producing | | 5 |

| Development^(1)^ | | 17 |

| Exploration | | 34 |

| Total | | 56 |

(1) Development assets include the following stages: feasibility completed, care & maintenance, toll-treatment, based on public filings.

Highlights for the Three Months and Year Ended December 31, 2021

Financial and Operating

-	Q4 2021 royalty revenues of $574,214 and record annual revenues of $3,651,717 for the year ended December 31, 2021;

| - | Increased producing royalty count from two at the end of 2020 to five as at December 31, 2021; |

| - | Operating cash flows of $417,973 and a record of $768,346 for the three months and year ended December 31, 2021; |

| - | Gross profit of $199,656 and a record of $2,679,125 for the three months and year ended December 31, 2021; |

| - | Strong balance sheet position at year end, including: |

·	Cash on hand of $5,064,802;

| · | Working capital of $6,209,207; |

| · | Total assets of $27,305,421; |

-	Commenced trading on the OTCQX on August 10, 2021 and obtained DTC (Depository Trust Company) eligibility during the year; and

| - | The Company purchased and cancelled 758,400 common shares during calendar year 2021 pursuant to its normal course issuer bid program (“NCIB”), at an average share price of C$2.95. |

Subsequent to year end:

-	Vox received its first monthly royalty payments from its Segilola gold royalty in Nigeria;

| - | Vox released its inaugural Asset Handbook for best practice investor transparency; |

| - | Announced that Vox submitted an initial application to list its common shares on The Nasdaq Stock Market; and |

| - | Appointed Ernst & Young LLP as its independent registered public accounting firm. |

Financing

On March 25, 2021, Vox completed an overnight marketed public offering (the “Offering”), through a syndicate of underwriters co-led by BMO Capital Markets and Cantor Fitzgerald Canada Corporation, and including Stifel Nicolaus Canada Inc. and Red Cloud Securities Inc. (collectively, the “Underwriters”). The gross proceeds of the Offering prior to deducting commission and expenses was C$16,847,298 ($13,364,507). The Company issued 5,615,766 units (consisting of one ordinary share of the Company and one half of one share purchase warrant of the Company; together, a “Unit”) at a price of C$3.00 per Unit, which included the Underwriters’ partial exercise of an over-allotment option to acquire an additional 615,766 Units. Each whole warrant will be exercisable to acquire one ordinary share of the Company for a period of 36 months at an exercise price of C$4.50 per warrant. In consideration for services provided in connection with the Offering, the Underwriters received a cash commission equal to 6.0% of the gross proceeds of the Offering.

3

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Royalty Acquisitions

On January 21, 2021, Vox completed the acquisition of a portfolio of five royalties from Breakwater Resources Ltd. and its affiliates (“Breakwater”). The total consideration paid to Breakwater was C$1,204,153 ($951,805), consisting of cash of C$400,001 (314,954) and the issuance of 252,878 common shares of the Company, valued at C$804,152 ($636,851).

On March 12, 2021, Vox completed the acquisition of a portfolio of three royalties from Gibb River Diamonds Ltd. (“Gibb River”). The total consideration paid to Gibb River was A$325,000 ($251,408), paid in cash.

On March 30, 2021, Vox completed the acquisition of a portfolio of two royalties from Horizon Minerals Limited (“Horizon”). The upfront consideration paid to Horizon was A$4,000,000 ($3,056,607), paid in cash. A further payment of A$3,000,000 is payable, in cash or shares, at the Company’s sole discretion, on the satisfaction of certain future production milestones.

On April 8, 2021, 2021, Vox made a cash payment of A$1,782,032 ($1,357,731) to Mineral Resources Limited (“MRL”) to extinguish the outstanding balance of the Koolyanobbing royalty advance payment.

On May 25, 2021, Vox completed the acquisition of the Bullabulling gold royalty from a private Australian-registered entity (“Bullabulling Vendor”). The upfront consideration paid to the Bullabulling Vendor was A$1,200,000 ($931,308), paid in cash. Two milestone payments (A$500,000 in each case) become payable on the satisfaction of certain future permitting and production milestones. Each milestone payment may be paid (i) 100% in cash or (ii) 50% in cash and 50% in common shares of Vox, at the Company’s sole discretion.

On June 7, 2021, Vox completed the acquisition of the South Railroad gold royalty from a group of private individuals. The upfront consideration paid to the private individuals was $1,980,000, paid in cash. In addition, a cash finders’ fee of $99,000 was paid to a private entity.

On June 11, 2021, Vox entered into a royalty purchase and sale agreement with Golden Cross Resources Ltd. (“Golden Cross”) to acquire the Brightstar Alpha royalty. The total purchase price paid to Golden Cross was A$50,000 in cash.

On June 30, 2021, the Company entered into binding agreements with Titan Minerals Ltd. (“Titan”) to acquire a portfolio of four royalties. The total purchase price paid to Titan was $1,000,000 in cash.

Subsequent to December 31, 2021:

On January 17, 2022, Vox entered into a royalty sale and purchase agreement with a private South African registered company (the “SA Vendor”) to acquire two royalties. The royalties include a 1.0% gross receipts royalty over the Dwaalkop Project and a 0.704% gross receipts royalty over the Messina Project, which collectively cover the full extent of the Limpopo PGM Project (“Limpopo”) operated by Sibanye Stillwater Ltd. The upfront consideration issued to the SA Vendor will be C$1,500,000 in common shares, subject to the approval of the TSX Venture Exchange. The Company will make additional cash payments or issue additional common shares (at Vox’s sole election) of up to C$8,900,000 upon achievement of certain production milestones at Limpopo.

| - | On April 26, 2022, Vox entered into a sale and purchase agreement with a subsidiary of Nuheara Limited (“Terrace Gold”), to acquire all of Terrace Gold’s rights and interests in an agreement with Lumina Copper S.A.C, which includes the right to receive the El Molino royalty. The upfront consideration issued to Nuheara Ltd. will be US$50,000 in common shares of the Company, subject to the approval of the TSX Venture Exchange. A further payment of US$450,000 is payable, in cash or common shares of the Company (at the Company’s sole election), following the registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions. |

Graphite Royalty Sale

On June 30, 2021, the Company entered into a definitive royalty sale and purchase agreement with Electric Royalties Ltd. (“Electric”) whereby Electric agreed to acquire two graphite royalties from Vox for total consideration of C$2,900,000, consisting of C$2,850,000 in common shares of Electric (the “Electric Shares”) and a C$50,000 cash non-refundable exclusivity payment. The Company received 7,270,408 Electric Shares on August 13, 2021.

The Company recognized a gain on sale of the two graphite royalties of $2,030,700.

Development of Royalty Assets

During the year ended December 31, 2021, the Company’s operating partners continued to explore, develop, and expand the projects underlying the Company’s royalty assets.

4

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Key development news for Q4 2021 is summarized as follows:

·	On October 5, 2021, Thor Explorations Ltd. (“Thor”) announced that commercial production had been achieved at the Segilola Gold mine, highlighting: (i) first gold pour in July 2021; (ii) the mine is fully operational and operating at the target daily mine production rate; and (iii) the process plant is operating in-line with its design throughput capacity of 715,000 tonnes per annum.

| · | On October 5, 2021, Kalamazoo Resources Limited (“Kalamazoo”) announced that it had completed its 14,772m drill program at the Ashburton gold project and that it plans to commence an extensive drill program at Ashburton in early 2022. |

| · | On October 21, 2021, Quantum Graphite Limited (“Quantum”) announced that is had successfully completed its Eastern Conductor drilling program. The program represents extensional drilling immediately to the east of the proposed Uley 2 open pit. The option of extending Uley 2 to the east has a number of advantages including the speedy pathway to a very low-cost extension of the Uley 2 open pit. |

| · | On October 25, 2021, Corazon Mining Limited (“Corazon”) announced a 20% resource upgrade at the Lynn Lake nickel project. The upgraded resource has been confirmed from just three of the six deposits that make up the existing Lynn Lake resource, demonstrating the potential for significant further resource expansion within the historical producing mine centre. |

| · | On October 26, 2021, Silver Mines Limited (“Silver Mines”) announced that drilling is to continue into 2022 with four diamond rigs operational targeting a maiden underground mineral resource and scoping study of underground mining scenarios. |

| · | On November 8, 2021, Karora Resource Inc. (“Karora”) announced that at Higginsville, resource definition drilling during Q3 2021 was focused on supporting life of mine objectives for the three active mining operations, including testing extensions to the Hidden Secret open pit and Mousehollow Mineral Resource, with results expected before the end of Q4 2021. |

| · | On November 10, 2021, Gold Standard Ventures Corp. (“GSV”) announced the South Railroad feasibility study would be completed in Q1 2022, with in-fill drilling results at Pinion indicating the possibility of converting additional ounces of gold for inclusion in the feasibility mine plan and expected timing of the Record of Decision permit is anticipated to be in Q1 2023. GSV also clarified that they anticipate commencing the construction capital financing process in conjunction with the release of the feasibility study in Q1 2022. |

| · | On November 18, 2021, Quantum announced a maiden mineral resource estimate for the Uley 3 deposit. |

| · | On December 8, 2021, Develop Global Limited (“Develop”) announced it completed a 20,000m, A$10M drilling program at Sulphur Springs, with preliminary results showing outstanding infill drilling results, which point to a significant increase in the Indicated Resource. The strength of the results has prompted Develop to start a review of the mine plan to consider the merits of establishing an underground operation ahead of the open pit. Develop plans to complete a strategic review of the mine plan by the middle of 2022. |

Subsequent to the end of Q4 2021, the following key development news flow was released:

·	On January 18, 2022, Silver Mines announced that it has four drill rigs on site continuing a 30,000m diamond drilling program. The results from this drilling program will form the basis for a mineral resource estimate as part of a Scoping Study of underground mining scenarios.

| · | On January 20, 2022, Kalamazoo announced that planning is underway for extensive Phase III drilling and exploration program to commence in early 2022. |

| · | On January 25, 2022, Black Cat Syndicate Limited (“Black Cat”) announced that it was granted a Work Approval Permit for the construction of the planned 800ktpa processing facility at Majestic. The only outstanding permit required for mine development and mill construction is the Tailings Storage Facility mining proposal. |

| · | On February 10, 2022, Develop announced that the results from its most recent drilling program point to a substantial conversion of Inferred to Indicated Resource classification. The upgrade in resource classification will pave the way for Develop to update reserves, mine development plans, project costings and to finalize funding options. The updated resource is scheduled for mid-2022. |

| · | On February 23, 2022, GSV announced the following feasibility study results for the South Railroad gold project in Nevada: |

·	After-tax IRR of 62% and NPV5 of US$487M at Spot Gold Price (US$1,899.20 per ounce) and after-tax IRR of 44% and NPV5 of US$315M at US$1,650 per ounce gold (“Base Case Gold Price”);

| · | Payback of 1.6 years at Spot Gold Price and 1.9 years at Base Case Gold Price; |

| · | 29% increase in Mineral Reserves to 65Mt @ 0.77g/t gold for 1.6 million contained gold ounces (at 0.17g/t Au cut-off for Dark Star and Pinion oxide and 0.24g/t Au for Pinion transition ore), summarized as follows: |

·	Proven: 8,960Kt @ 1.15g/t for 333koz of gold and 437koz of silver;

| · | Probable: 56,239Kt @ 0.70g/t for 1,271koz of gold and 5,700koz of silver; |

| · | Proven + Probable: 65,199Kt @ 0.77g/t for 1,604koz of gold and 6,137koz of silver; |

·	10.5-year operating life with total gold production of over 1 million ounces, with an average gold production of 152,000 ounces over the first four years;

| · | Launch of construction financing process, targeting 75% from non-equity sources, to be completed this year in advance of final construction permits; and |

| · | Orion Mine Finance to provide Gold Standard Ventures with a term sheet of up to $200 million to support the construction of the South Railroad Project. |

On February 23, 2022, Alamos Gold Inc. (“Alamos”) announced that the total capital budget for Lynn Lake in 2022 is $14M, including $11M for development activities and $3M for exploration. The development activities will be focused on environmental work in support for permitting detailed engineering and other site access upgrades. The approval of the Environmental Impact Statement (“EIS”) for the project is expected in the second half of 2022, following which Alamos expects to make a construction decision.

| · | On March 16, 2022, Norwest Minerals Limited (“Norwest”) announced: |

·	The Bulgera gold resource estimate increased 113% to 5.1Mt @ 1.2g/t gold for 200,130 ounces (at a 0.6g/t Au cut-off grade), summarized as follows:

·	Indicated Resources: 2.09Mt @ 1.0g/t for 67,382 ounces of gold;

| · | Inferred Resources: 2.99Mt @ 1.38g/t for 132,748 ounces of gold; |

| · | Total Resources: 5.08Mt @ 1.22g/t for 200,130 ounces of gold; |

5

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

·	RC and diamond drilling conducted in 2021 intersected wide zones of gold mineralisation to extend the main lode beyond 500m down dip of the shallow Bulgera open pit;

| · | Bulgera gold mineralisation has high recovery (up to 98%) and low-cost processing characteristics; and |

| · | Norwest is to commence deep reverse circulation (“RC”) drilling for additional gold bearing shear zones in the highly mineralized Bulgera gold project area. |

On March 20, 2022, in the Zijin Mining Group Co., Ltd. (“Zijin”) 2021 annual report it announced that the application for permits and licenses of the Binduli North project has been completed, project construction is fully underway and approximately A$160M (RMB 0.757 billion) of the total Binduli expansion budget of A$462M (Binduli North and South) has been invested by Zijin as at December 31, 2021. It is anticipated that the project will complete construction and commence production from the Binduli North portion of the Janet Ivy project in the second half of 2022.

| · | On March 24, 2022, ValOre Metals Corp. (“ValOre”) announced an updated NI 43-101 resource estimate for the Pedra Branca platinum group elements project, with highlights including: |

·	106% increase to the 2019 inferred mineral resource to 63.6Mt @ 0.68g/t Pd, 0.36g/t Pt and 0.03g/t Au for 1,391Koz contained palladium, 746Koz contained platinum and 61Koz contained gold, all based on a cut-off grade of 0.4g/t PGE+AU;

| · | C$6.1M spent on exploration and development since the 2019 resource; |

| · | 17,434m have been drilled since 2019; |

| · | Extensive growth potential remains at Massapê, Santo Amaro, Trapia, and Cedro, in addition to advanced exploration targets property-wide; and |

| · | Regional exploration by Trado drilling continues to advance new prospects to RC or core drill targets. |

·	On March 29, 2022, Genesis Minerals Limited (“Genesis”) announced a substantial resource update for the Ulysses/Leonora gold project, with highlights including:

·	Total Mineral Resource at Leonora has grown 25% as at March 31, 2021, summarized as follows (at a 0.5g/t gold cut-off above 280mRL and 2g/t below 280mRL):

·	Measured: 795Kt @ 5.3g/t for 135 koz of gold;

| · | Indicated: 19,717Kt @ 1.6g/t for 1,025koz of gold; |

| · | Inferred: 18,794Kt @ 1.4g/t for 857koz of gold; |

| · | Total: 39,306Kt @ 1.6g/t for 2,017koz of gold; |

·	Recent shallow Puzzle North discovery contributed maiden resource of 6.1Mt @ 1.2g/t for 232,000oz, with further growth anticipated;

| · | Total combined Puzzle North and Puzzle resource stands at 5,765Kt @ 1.1g/t for 204,000oz Indicated and 2,950Kt @ 1.1g/t for 107,000oz Inferred at a 0.5g/t cut-off grade; |

| · | Exploration in 2022 will target depth and strike extensions to Puzzle and Puzzle North, including the untested “Puzzle Gap”; and |

| · | Metallurgical test work has been carried out as part of the Leonora feasibility study at Puzzle North and Puzzle confirming that the ore is amenable to conventional cyanide leaching. Ongoing test work by Genesis has confirmed gold recoveries from primary ore to be ~90% to 95%. |

Key earlier development news for the first nine months of 2021 is summarized as follows:

·	On January 27, 2021, Kalamazoo announced positive drilling results and stated that over the next 12-24 months, it aims to substantially increase the JORC 2012 Mineral Resource Estimate of 20.8Mt @2.5g/t Au for 1.65Moz and advance project development at the Ashburton gold project.

| · | On January 28, 2021 and February 19, 2021, Silver Mines released significant high-grade drilling results from the Bowdens Silver Northwest High-Grade Zone. |

| · | On January 29, 2021, Silver Mines shared in their quarterly report that the Bowdens silver project Environmental Impact Statement was placed on an eight-week public exhibition which concluded during the September 2020 quarter. From the exhibition process, Silver Mines received no objections to the Bowdens silver project from any Government agencies. |

| · | On February 16, 2021, Jangada announced a positive Preliminary Economic Assessment for the Pitombeiras vanadium project, including the first trial production anticipated for Q1 2022. |

| · | On February 18, 2021, Hecla Mining Company (“Hecla”) announced that at the Montanore project, the Kootenai National Forest’s Final Supplemental EIS and Record of Decision are expected later in 2021. |

| · | On February 24, 2021, Kalamazoo announced further positive drilling results and is planning a ~15,000 to ~20,000 metre drill campaign for the upcoming field season, commencing in Q2 2021. |

| · | On February 24, 2021, Venturex announced a recapitalization plan for the company, including binding commitments to raise A$14 million of cash through an equity placement. The proceeds of the equity raise are intended to be used to fund development activities for the Sulphur Springs project along with corporate and general working capital. |

| · | On March 10, 2021, Venturex announced commencement of key work programs to advance Sulphur Springs to a final investment decision, with all critical path items and project engineering works scheduled. Venturex also disclosed that drilling to upgrade the inferred open pit resources is due to commence in May 2021. |

6

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

·	On March 18, 2021, Metalicity Limited (“Metalicity”) announced that it had drilled 12 holes for 3,043 metres at the historical Cosmopolitan Gold Mine with assay results expected over the coming weeks.

| · | On March 19, 2021, Jangada announced that it had submitted an application to the Brazilian National Mining Agency to obtain a trial mining licence that, once approved, will allow for the extraction of 300,000 tonnes of Ferrovanadium-bearing material per year from Jangada’s exploration licenses with the purpose of continuing to evaluate the technical aspects and economic benefits of the Pitombeiras Project. |

| · | On March 26, 2021, Black Cat announced that it exercised its option to acquire a 1.5 million tonnes per annum (“Mtpa”) milling facility inclusive of associated equipment. The processing facility will be located near the Imperial/Majestic deposit. |

| · | On March 24, 2021, Silver Mines reported that it has submitted its Mining Lease Application for the development of the Bowdens silver project and is currently completing its EIS response to submissions to The New South Wales Department of Planning, Industry and Environment, as part of the final stages of the approvals process. |

| · | On March 29, 2021, Thor reported total probable reserves of 4,007kt @ 4.02g/t for a total of 517,800 gold ounces (at a 0.3g/t gold cut-off grade), representing a 28% increase over the March 2019 Segilola Definitive Feasibility Study. |

| · | On April 9, 2021, Genesis announced that it had defined a promising new prospect at Puzzle North (located 700m north of the Puzzle deposit) with positive shallow drilling results. At the Puzzle deposit they had strong assays returned from limited recent resource upgrade drilling. |

| · | On April 12, 2021, ValOre announced the commencement of their 2021 Exploration Program, which included a fully funded and permitted 8,000m drilling program focused on undrilled new discovery, pre-resource target advancement and resource expansion. |

| · | On April 15, 2021, Venturex announced that approval from the Department of Mines, Industry Regulation and Safety were received for their Project Management Plan on April 9, 2021, allowing the upgrade of a 7.6km access road to the Sulphur Springs mine site as an early critical-path item for the project’s development. An 8-week program of geotechnical drilling for the Sulphur Springs Tailings Storage Facility commenced on April 14, 2021, which will enable submission of a Mining Proposal / Mine Closure Plan and Works Approval application, the final two key approvals required for project development to proceed. |

| · | On April 22, 2021, Genesis announced that it received firm commitments for a A$10M equity raise plus an additional A$1M to be raised under a Share Purchase Plan to advance exploration activities, finalise a Feasibility Study and progress Genesis’ Ulysses Project towards a development decision in Q4 2021. A planned 40,000m RC and diamond drilling program will focus on resource growth across Genesis’ multiple projects, including the royalty-linked Puzzle North deposit. A 25,000m aircore drilling program will also commence in the June quarter to focus on the 15km of strike of the Ulysses-Orient Well corridor and the 6km strike of the royalty-linked Puzzle granite-greenstone contact. |

| · | On April 28, 2021, Alamos announced that it continues to advance permitting of the Lynn Lake project, with approval of its EIS expected in mid-2022, following which, Alamos expects to make a construction decision. |

| · | On April 30, 2021, Black Cat announced that during the first quarter of 2021 1,913m of drilling across 28 holes was completed at the royalty-linked Trump deposit. |

| · | On April 30, 202, Norwest announced it completed 5,000m of RC drilling during the first calendar quarter of 2021, which was designed to test for high-grade gold mineralisation extending below the historical Bulgera and Mercuri open pits; |

| · | On May 3, 2021, Kalamazoo announced that its Phase 2 drilling program of 12,000m at Kalamazoo is underway, which will focus on increasing the resource base from the current JORC 2012 Mineral Resource Estimate of 20.8Mt @2.5g/t Au for 1.65Moz. |

| · | On May 4, 2021, Jangada announced additional drilling results and an updated mineral resource and Preliminary Economic Assessment (“PEA”) timing. 22 drill holes for 1,466m were completed with 18 holes intersecting vanadiferous titanomagnetite mineralization. An upgraded and expanded Mineral Resource Estimate and revised PEA are scheduled for completion in Q3 2021. |

| · | On May 5, 2021, Black Cat announced that it has received firm commitments for an approximate A$20M equity raise. The funds raised will be applied to extension and exploration drilling, mill equipment purchases, feasibility studies and other working capital. The equity raise forms part of Black Cat’s rapid start-up strategy for its Kal East Gold Project, which includes the Bulong royalty-linked deposits at the Myhree Mining Centre (Myhree, Boundary, Trump and Strathfield deposits). |

| · | On May 11, 2021, Norwest announced that final gold assay results from the first quarter drilling resulted in new high-grade gold intersections. |

| · | On May 14, 2021, Silver Mines announced high grade drill results, establishing the Bowdens Silver “Aegean Zone” as a significant target for underground mining scenarios. In addition, drilling results to the north of the Main Zone and close to surface, confirmed that the Main Zone remains open to the northwest of the current Ore Reserve. |

| · | On May 18, 2021, Silver Mines announced that based on recent drilling success, which has resulted in the identification of new silver feeder veins, the decision was made to substantially expand drilling activity at Bowdens Silver with a 30,000m program with four rigs currently operational on site. The expanded drilling program is to continue until at least the end of 2021. |

| · | On May 26, 2021, Corazon announced that it has engaged international mining consultants, Palaris, to undertake mining studies for the potential recommencement of mining operations at Lynn Lake (Nickel). |

| · | On June 14, 2021, Karora announced a new partnership with The Net Zero Company to commit to and to implement a pathway to becoming one of the world’s first net zero greenhouse gas junior mining companies. |

| · | On June 15, 2021, Genesis announced RC drilling continued to confirm the potential to grow all key deposits which form the Ulysses Gold Project, including the royalty-linked Puzzle North deposit. The Puzzle North deposit has also been expanded with significant new shallow results, which are some of the most outstanding drilling results ever reported by Genesis in the history of the Ulysses Project. |

| · | On June 15, 2021, Metalicity announced that it has received firm commitments for a A$3,000,000 equity raise. The funds raised will be used to advance the Kookynie gold project, continue to develop its maiden JORC resource estimate (including royalty-linked McTavish deposit), together with providing working capital and funding for potential new opportunities. |

7

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

·	On June 16, 2021, Jangada announced an updated resource estimate at the Pitombeiras North and South targets, including a 221% increase in measured and indicated resources, and an updated PEA to be completed in the third calendar quarter of 2021.

| · | On June 28, 2021, Karora announced Phase 1 and Phase 2 expansion plans at the Higginsville project. Phase 1 expansion plans are to increase the mill from 1.4Mtpa to 1.6Mtpa and Phase 2 expansion plans are to increase the throughput rate to 2.5Mtpa by 2024. Once completed, the mill expansion would provide optionality to blend Paleochannel material with material from Karora’s other mines. |

| · | On June 28, 2021, Jangada announced that the Brazilian National Mining Agency has granted a trial mining license for the Pitombeiras project. The trial mining license allows for the extraction of up to 300,000 tonnes of Ferrovanadium bearing material per year from Jangada’s exploration licenses with the purpose of continuing to evaluate the technical aspects and economic benefits of the project. |

| · | On June 28, 2021, Tartisan Nickel Corp. announced that it had commenced a 10,000m drill program with two diamond drill rigs and that it anticipates having an updated Preliminary Economic Assessment completed for the Kenbridge nickel project during Q3 2021. |

| · | On July 1, 2021, Genesis announced a 7,500m drill program is planned at the Puzzle North discovery and the Puzzle deposit (both royalty-linked) over the next three months to in-fill and extend known mineralisation. |

| · | On July 8, 2021, Metalicity announced that final assays from recent drilling at the McTavish prospect has returned some of the best high-grade results at the project to date. Metalicity is planning to prioritize McTavish and the 2km of untested strike between McTavish and Leipold in its next exploration efforts and in due course, plans to release its Maiden JORC 2012 Mineral Resource Estimate for the royalty-linked McTavish Prospect. |

| · | On July 8, 2021, Black Cat announced that approval to develop the underground mine at Majestic has been received. This means that the two initial mines (Myhree open cut and Majestic underground) are on schedule for initial development in mid-2022. In addition, Black Cat received approval for the construction of the processing facility at the Majestic Mining Centre and that a 10,000m drill program is planned for the royalty-linked Myhree Mining Centre in the second half of calendar 2021. This royalty-linked drilling includes grade control drilling at Myhree open pit and Boundary open pit, and resource definition drilling at Myhree underground, Queen Margaret and Anomaly 38. |

| · | On July 19, 2021, Thor announced that it has commenced the commissioning of its gold processing plant following the successful turning of the mills at its Segilola Gold project. On July 30, 2021, Thor confirmed that they had completed their first gold pour at Segilola. |

| · | On July 22, 2021, Evolution Mining Limited announced that it entered into an agreement with Northern Star Resources Limited (“Northern Star”) to acquire Northern Star’s Kundana gold assets for A$400,000,000. Included in this asset acquisition is the West Kunduna Joint Venture tenements, which host a sliding scale 1.5% to 2.5% NSR held by Vox. |

| · | On July 28, 2021, Alamos announced that during the second quarter of 2021, 9,396m of drilling was completed at Lynn Lake, across the partially royalty-linked MacLellan deposit and non-royalty linked deposits. |

| · | On July 28, 2021, Black Cat announced that during the June 2021 quarter they had completed 120 RC grade control drill holes for a total of 4,315m drilled at the Myhree open pit deposit, with results expected in September 2021. |

| · | On July 29, 2021, Venturex Resources Limited (“Venturex”) announced that it had commenced a A$10,000,000 drill program at Sulphur Springs, with the aim of upgrading the majority of the Inferred Resources to the Indicated category. This will significantly de-risk the project, enabling Venturex to advance funding options. In addition, Venturex will undertake a significant drill program to test for extensions to the known resource and mineralisation boundaries. A resource update is anticipated in the first half of 2022 and a target to complete the remaining project approvals by the end of 2022. |

| · | On July 29, 2021, Jangada Mines plc (“Jangada”) announced a 45% resource upgrade at the Pitombeiras project, a Definitive Feasibility Study will be issued during Q3 2021 and that they intend to proceed to mine development, with first production as early as the first half of 2022. |

| · | On August 1, 2021, Zijin announced that construction had commenced at Janey Ivy expansion project Binduli North for a total capital cost of the combined Binduli South and North expansion of A$462 million. Investment in the project during the first half of 2021 was RMB 0.43B (A$90 million). |

| · | On August 3, 2021, Thor announced completion of its first gold pour from its Segilola Gold Mine in Nigeria. |

| · | On September 3, 2021, Aurenne Group Pty Ltd. and engineering firm GR Engineering Services Ltd. (“GR Engineering”) announced that GR Engineering had executed an engineering, procurement and construction contract with Aurenne Alt Resources Pty Limited in relation to the Mt Ida gold project. The total project cost is estimated at approximately A$73 million and work is expected to start immediately. |

| · | On September 13, 2021, GSV announced it completed 20 RC drill holes at the Dark Star gold deposit, with objectives of targeting conversion of inferred resources to measured and indicated, testing zones of gravels east of Dark Star Main for suitability as over-liner on the proposed heap leach pad and assessing pit wall stability and design. Additional work on the South Railroad feasibility study is ongoing, comprising technical trade-off studies, metallurgical testwork and in-fill drilling at the pinion deposit, with the goal of adding +300,000 ounces of royalty-linked contained gold to existing mineral reserves in the mine plan, to be known as “Pinion Phase 4”. |

| · | On September 16, 2021, Black Cat announced it had drilled 65,000m to date in 2021 and intended to drill a further ~30,000m before the end of the year, with drilling focussed on a mix of discovery, resource growth and ore reserve conversion across Kal East, including the royalty-linked Myhree deposit. |

8

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

On September 22, 2021, Genesis announced an equity funding package totalling A$20.8M and appointment of former Saracen Mineral Holdings and Northern Star Resources Managing Director Raleigh Finlayson as Genesis Managing Director. According to Genesis, Raleigh Finlayson will subscribe for A$7M of the funding package personally. The funds raised will be used to grow Genesis’ Ulysses gold project in Western Australia through aggressive exploration, prioritising the Ulysses, Puzzle and Admiral deposits following recent drilling success, advance ongoing feasibility studies, and pursue other strategic opportunities that emerge.

| · | On September 23, 2021, Norwest announced it recently completed metallurgical tests on three gold bearing composite samples collected from RC holes which results showed very high gravity and leach recoveries, fast leach kinetics and low cyanide and lime consumption. Norwest’s CEO, Mr. Charles Schaus commented: “Diamond drilling to test the new high-grade gold zone is expected to reveal an enormous amount of information concerning the lode-scale geology and controls on the gold mineralisation. Importantly, a deep diamond drill intersection similar to those encountered up-dip by RC drilling would be a significant step in understanding the magnitude of this high-grade gold discovery. In addition, the preliminary metallurgical work on Bulgera gold RC chips indicates potential for high gold recoveries from a simple low-cost processing circuit”. |

| · | On September 30, 2021, Jangada announced that it has appointed an independent engineering advisory company to prepare a NI 43-101 compliant definitive feasibility study, which is expected to be completed in Q4 2021. |

Normal Course Issuer Bid

On November 18, 2021, the Company renewed its NCIB, allowing the Company to purchase up to 1,968,056 common shares during the period of November 19, 2021 through November 18, 2022. The NCIB provides the Company with the option to purchase its common shares for cancellation from time to time. During the year ended December 31, 2021, the Company purchased and cancelled 758,400 common shares (of which 735,200 common shares were purchased pursuant to the prior NCIB), purchased at an average share price of C$2.95.

COVID-19 Pandemic

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far reaching. To date there has been significant volatility in the stock market and in the commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people and some goods has become restricted. In the current environment, estimates and assumptions about future production, commodity prices, exchange rates, discount rates, future capital expansion plans and associated production implications at the underlying mines and other interests in which the Company holds a royalty or stream interest are subject to greater variability than normal, which could significantly affect the valuation of our assets, both non-financial and financial. As at December 31, 2021, the Company has not recorded any adjustments related to the COVID-19 pandemic.

Outlook for 2022

Production Stage Assets

Vox has increased its producing royalty asset count within its existing portfolio from two at the end of Q4 2020 to five by the end of 2021 (excluding the divested Graphmada graphite royalty). For 2022, Vox anticipates that the following potential additions will supplement its current producing royalty asset count:

·	Janet Ivy (Binduli North expansion): A$0.50/t production royalty in Western Australia, covering the Janet Ivy gold mine. The Binduli North expansion is expected to commence production in the second half of 2022;

| · | Otto Bore: 2.5% net smelter royalty (42Koz – 100Koz) in Western Australia, covering Northern Star’s Otto Bore deposit that is planned to be processed at the nearby Thunderbox gold operations. Mining is expected to commence in late 2022; |

| · | Pitombeiras: 1% net smelter royalty in Brazil, covering the Pitombeiras vanadium, titanium and iron ore project. Trial mining is expected to commence in late 2022; and |

| · | Bulong: 1% net smelter royalty in Western Australia, covering the Bulong gold project. Mining is expected to commence in Q4 2022. |

Development Assets

Based on operator guidance, Vox anticipates the following catalysts for its development and exploration stage royalties during 2022:

·	Bowdens:

·	Underground scoping study to be completed in Q2 2022, as discussed on January 18, 2022;

| · | Underground resource estimate and expansion study anticipated in Q2 2022; |

·	South Railroad: Feasibility **** study released in Q1 2022, as discussed on February 23, 2022;

| · | Pitombeiras: Feasibility study anticipated in the first half of 2022; |

| · | Lynn Lake: Construction decision anticipated in the second half of 2022; |

| · | Sulphur Springs: Construction decision anticipated in the second half of 2022; |

| · | Ashburton: Scoping Study commencing in Q2 2022, as discussed on March 11, 2022; and |

| · | Bullabulling: Feasibility study anticipated in the second half of 2022. |

Continued organic news flow is expected throughout the remainder of 2022, due in large part to Vox’s operating partners and their approximately 200,000m (targeted) partner-funded drilling on royalty-linked projects.

9

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Additional Opportunities

Although the Company is primarily focused on building its portfolio of royalty and streams, Vox management believes that there may be opportunities to maximize the value of its assets through the sale, assignment or transfer of certain royalties or streams, or the right to acquire certain royalties or streams, to third parties. Vox is committed to maximizing growth and shareholder value and will consider creative opportunities to achieve this commitment as the royalty and streaming sector evolves.

Asset Portfolio

As of the date of this MD&A, Vox owns 56 royalties and streaming assets, including one royalty option. Vox ended the fourth quarter with five producing royalty assets and expects to increase its producing royalty asset count within its existing portfolio to ten by the end of 2023. In addition, the Company owns a number of royalties and streams on development and exploration stage projects. Vox’s interests span eight jurisdictions, including 34 royalty assets in Australia and nine in North America.

The following table summarizes each of Vox’s royalty and streaming assets:

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

10

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

11

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

Notes:

(1)	Royalty rate per gram of gold = A$0.12 x (price of gold per gram at Perth Mint / A$14) = A$0.65/gram gold ore milled, as at 30 June 2021.

| (2) | Covers only a portion of the MacLellan deposit and not all reserves disclosed by Alamos Gold Inc. |

| (3) | Subject to completion of the acquisition as of the date of this MD&A. |

| (4) | Royalty = A$1 / Tonne (for each Ore Reserve with a gold grade <= 5g/t Au), for grades > 5g/t Au royalty = ((Ore grade per Tonne – 5) x 0.5)+1) |

| (5) | Covers the Uitvalgrond Portion 3 of the Brits project and not all reserves disclosed by Bushveld Minerals Limited. |

Summary of Annual Results

The following selected historical financial data was prepared under IFRS:

	December 31, 2021		December 31, 2020		December 31, 2019

| | | | | | | |

| Statement of loss and comprehensive loss | | | | | | |

| Net loss | | ) | | ) | | ) |

| Net loss per share | | ) | | ) | | ) |

Cash dividends declared

Total non-current liabilities

| Net cash flows from (used in) operating activities | | | | ) | | ) |

| Net cash flows used in investing activities | | ) | | ) | | ) |

All values are in US Dollars.

12

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Summary of Quarterly Results

The following table presents a summary of the Company’s quarterly results of operations for each of its last eight quarters.

	Q4 2021		Q3 2021		Q2 2021		Q1 2021		Q4 2020		Q3 2020		Q2 2020		Q1 2020

| | | | | | | | | | | | | | | | | |

| Statement of income (loss) and comprehensive income (loss) | | | | | | | | | | | | | | | | |

| Net income (loss) | | ) | | ) | | | | ) | | ) | | ) | | ) | | ) |

Net income (loss) per share		)		)				)		)		)		)		)

Total non-current liabilities

| Net cash flows from (used in) operating activities | | | | | | ) | | ) | | ) | | ) | | ) | | ) |

| Net cash flows used in investing activities | | ) | | ) | | ) | | ) | | ) | | ) | | ) | | |

| Net cash flows from (used in) financing activities | | ) | | ) | | ) | | | | | | | | | | |

All values are in US Dollars.

Fourth Quarter Results

Operating results herein are discussed primarily with respect to the comparable quarter in the prior year. The “quarter” or “Q4 2021” refers to the three-month period ended December 30, 2021 and the “comparable quarter” or “Q4 2020” refers to the three-month period ended December 31, 2020.

Revenues

Royalty revenues for the Q4 2021 quarter were $574,214 compared to $115,975 in the comparable quarter. Q4 2021 revenue benefitted from royalty revenues from five producing royalties, being Segilola, Janet Ivy, Higginsville (Dry Creek), Koolyanobbing and Brauna. The comparable quarter recognized revenue from just Brauna and Higginsville (Dry Creek).

Operating Expenses

Operating expenses for the quarter were $1,772,277, down from $1,955,179 in the comparable quarter. The decrease in expenditures was primarily related to the following:

Increase in general and administration costs of $664,737. The increase is primarily related to additional expenditures for the Company’s insurance coverage, conference attendances and other investor relations related activities, salaries, professional fees, transfer agent fees (including the appointment of its US co-transfer agent, Continental Stock Transfer & Trust, to obtain DTC eligibility) and filing fees;

| · | Decrease in share-based compensation of $347,639. The decrease is related to a one-time grant of RSUs to certain employees of the Company which fully vested in 2020; and |

| · | The comparable quarter had an impairment of royalty, stream and other interests of $500,000 vs. $Nil in Q4 2021. |

Other Income (Expenses)

Other expenses for the quarter was $566,332, down from $896,190 in the comparable quarter. The decrease in expenses was primarily related to the following:

·	Fair value change expense of embedded derivatives of $444,867 during the quarter vs. $34,371 in Q4 2020. The expense during the quarter was a result of the increase in the Company’s share price as at December 31, 2021 compared to December 31, 2020, which resulted in an increased valuation of the warrants and performance share units outstanding;

| · | Foreign exchange gain of $7,972 in Q4 2021 vs. $184,909 in the comparable quarter; and |

| · | Unrealized loss on investments of $132,024 for the quarter vs. $1,047,289 in Q4 2020. In Q4 2020, the Company wrote-off its BK Gold Mines Pty Ltd investment. |

13

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Income tax expense

During the quarter, the Company recorded a current income tax expense of $439,023 and a deferred tax expense of $1,742,936 vs. $nil in the comparable quarter.

Net Loss

The net loss and comprehensive loss for the quarter was $4,320,912 vs. $2,751,464 in the comparable quarter. On a per share basis, the net loss was $0.11 for Q4 2021 vs. $0.09 in the comparable quarter. The net loss for each of the periods is from the results of operations discussed above.

2021 Results

Operating results herein are discussed primarily with respect to the comparable period in the prior year. “YTD” or “12M2021” refers to the year ended December 31, 2021 and the “comparable period” or “12M2020” refers to the year ended December 31, 2020.

Revenues

Royalty revenues for the YTD were $3,651,717 compared to $126,227 in the comparable period. Revenues reported for the period benefitted from: inaugural revenues recognized from the Koolyanobbing royalty commencing January 1, 2021 along with increased royalty-linked production by MRL at Koolyanobbing during Q2 2021 and record royalty-linked iron ore production volumes by MRL in Q3 2021; increased production by Karora from the Hidden Secret deposit at Higginsville covered by the Dry Creek gold royalty, including record royalty-linked gold production in Q3 2021; inaugural royalty revenues earned from the Janet Ivy gold royalty commencing April 1, 2021; inaugural royalty revenues earned from the Segilola gold royalty commencing December 1, 2021; and consistent royalty revenues from the Brauna diamond royalty.

Operating Expenses

Operating expenses for the 12M2021 were $5,990,417, down from $7,495,984 in the 12M2020. The decrease in expenditures was primarily related to the following:

·	Increase in general and administration costs of $722,161. The increase is primarily related to the additional costs associated with the Company being publicly listed during the 12M2021 vs. a private company until May 19, 2020, including expenditures for additional insurance coverage, conference attendances and other investor relations related activities, transfer agent fees and filing fees;

| · | Increase in salaries and benefits of $975,170. The increase is primarily a result of the Company having an employee head count of two and being a private company for a significant portion of the comparable period vs. an employee head count of six and being a public company for all of the YTD; |

| · | Increase in professional fees of $448,824. The increase in primarily related to the additional costs associated with the Company being publicly listed during the YTD vs. a private company until May 19, 2020, including expenditures for additional general corporate matters, a warrantholder meeting held in February 2021, a shareholder meeting held in June 2021, fees connected to the legal redomicile of the Company from the Cayman Islands to Ontario, Canada in July 2021, advisory fees paid and an increase in audit and tax fees compared to the comparable year; |

| · | Increase in depreciation expense of $68,828 for the 12M2021 as a result of acquiring the MRO database in May 2020; |

| · | Decrease in share-based compensation of $2,753,505 during the YTD. The decrease is related to a one-time grant of RSUs to certain employees of the Company which fully vested in 2020; and |

| · | The comparable period had an impairment of royalty, stream and other interests of $967,045 vs. $Nil in 12M2021. |

Other Income (Expenses)

Other income for the YTD was $1,361,232 vs. expenses of $2,840,810 in the comparable period. The increase in income was primarily related to the following:

·	The comparable period included an unrealized loss on investments of $426,143, a realized loss on investments of $1,037,982, reverse take-over acquisition costs of $1,771,672, a fair value change expense on embedded derivatives of $88,561 and a foreign exchange gain of $526,687; and

| · | In the YTD, the Company realized a gain on sale of two royalty assets of $2,030,700, an unrealized loss on investments of $149,001, fair value change expense on embedded derivatives of $517,971, transaction costs related to the warrant portion of the Company’s March 2021 equity financing of $111,715 and a foreign exchange gain of $96.642. |

Income tax expense

During the YTD, the Company recorded a current income tax expense of $439,023 and a deferred tax expense of $1,742,936 vs. $nil in the comparable period.

14

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Net Loss

The net loss and comprehensive loss for the YTD was $4,132,019 vs. $10,231,403 in the comparable period. On a per share basis, the net loss was $0.11 for the 12M2021 vs. $0.35 in the comparable period. The decrease in loss stems from the results of operations discussed above.

Liquidity and Capital Resources

The Company’s working capital and liquidity position as at December 31, 2021 comprised current assets of $8,137,955, including cash of $5,064,802. Against current liabilities of $1,928,748, this resulted in net working capital of $6,209,207. This compares to current assets of $3,562,249 and net working capital of $3,335,829 as at December 31, 2020.

Cash Flows From Operations

Cash flows from operations in Q4 2021 were $417,973 vs. used in operations of $453,254 in Q4 2020. The increase in cash flows from operations during the period is mainly a result of a decrease in receivables, an increase in prepaid expenses, an increase in accounts payable, an increase in current income tax liabilities and an increase in expenses from operating activities prior to non-cash working capital changes over the comparable period.

Cash flows from operations in the 12M2021 were $768,346 vs. used in operations of $1,844,454 in the comparable period. The increase in cash flows from operations during the period is mainly a result of a decrease in receivables, a decrease in prepaid expenses, an increase in accounts payable and an increase in income tax liabilities over the comparable period.

Cash Flows Used in Investing Activities

Cash flows used in investing in Q4 2021 were $1,729 vs. $548,540 in the comparable period. In the comparable period, the Company acquired the Brits royalty.

Cash flows used in investing in 12M2021 were $9,353,630 vs. $3,715,642 in the comparable period. In both the current period and the 12M2020 period, spending was primarily related to the acquisition of royalties. The comparable period also earned proceeds from the sale of investments of $411,547.

Cash Flows from Financing Activities

Cash flows used in financing activities for Q4 2021 were $13,640 vs. $143,369 in Q4 2020. During both periods, spending was primarily related to the repurchase of Vox common shares through the Company’s NCIB program.

Cash flows from financing activities for the 12M2021 were $10,643,058 vs. $8,839,767 in the comparable period. Cash flows for the period were primarily comprised of:

·	Financing gross proceeds of $13,354,501 net of $984,132 of share issue costs vs. financing proceeds of $9,749,918 net of $272,915 of share issue costs in the comparable quarter;

| · | Repurchases of common shares under the Company’s NCIB program of $1,776,115 in the current period vs. $144,540 in the comparable quarter; and |

| · | Net shareholder repayment of $594,980 in the comparable quarter. |

With respect to the interim investment of excess working capital, the Company holds only cash, and it does not hold debt instruments issued by other corporations, nor does it hold any material equities or other temporary investments of any kind, other than its estimated 9.4% equity interest in Electric as at December 31, 2021.

We believe our current financial resources will be adequate to cover anticipated expenditures for general and administration and project evaluation costs and anticipated minimal capital expenditures for the foreseeable future. Our long-term capital requirements are primarily affected by our ongoing activities related to the acquisition or creation of royalties and streams. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of the acquisition of one or more significant royalties or streams, we may seek additional debt or equity financing as necessary.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Commitments and Contingencies

As at December 31, 2021, the Company did not have any right-of-use assets or lease liabilities.

15

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

The Company is committed to minimum annual lease payments for its premises, which renews on a quarterly basis, and certain consulting agreements, as follows:

	2022

| | |

| Leases | |

Consulting agreements

All values are in US Dollars.

The Company is responsible for making certain milestone payments in connection with royalty acquisitions, which become payable on certain royalty revenue or cumulative production thresholds being achieved, as follows:

Royalty

| Janet Ivy | | ^(1)^ |

| Brits | | ^(1)^ |

| Bullabulling | | ^(2)^ |

| Koolyanobbing | | |

Uley		^(1)^

All values are in US Dollars.

(1)	The milestone payments may be settled in either cash or common shares of the Company, at the Company’s election.

| (2) | The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. |

Related Party Transactions

Related parties include the Company’s Board of Directors and Management, as well as close family and enterprises that are controlled by these individuals and certain persons performing similar functions. Other than indicated below, the Company entered into no related party transaction during the years ended December 31, 2021 and 2020.

Key management personnel compensation

The remuneration of directors and other members of key management personnel during the years ended December 31, 2021 and 2020 were as follows:

	December 31, 2021		December 31, 2020
Short-term employee benefits		1,743,334		1,083,525

| Share-based compensation | | 955,146 | | 3,573,251 | | | | 2,698,480 | | 4,656,776 |

During the year ended December 31, 2019, the Company entered into a shareholder loan agreement. The loan beared interest at 6% per annum, secured against all the assets of the Company, including certain shares of Titan then held by the Company, and was repayable in full on or before March 30, 2020, or within 7 days of the shareholder providing the Company with written notice of demand.

On April 29, 2020, the Company signed an amendment to the shareholder loan agreement, whereby, the Company shall repay the amounts due to shareholder, together with all outstanding and unpaid interest accrued, immediately following the release of proceeds from the Company’s equity financing transaction conducted in May 2020 (immediately prior to its reverse-takeover transaction).

The changes to the due to shareholder balance are as follows:

	December 31, 2021	December 31, 2020

| | | | |

| Interest payments | | | ) |

| Interest included in accounts payable and accrued liabilities | | | |

All values are in US Dollars.

16

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Changes in Accounting Policies

There were no changes in accounting policies during the year ended December 31, 2021.

Recent Accounting Pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”)

IAS 1 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”)

IAS 37 was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e. a full-cost approach. Such costs include both the incremental costs of the contract (i.e. costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g. contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022. This standard is not expected to have a material impact on the Company’s current or future reporting periods.

Outstanding Share Data

The authorized share capital of the Company for the year ended December 31, 2020 and for the period January 1, 2021 to July 5, 2021 was C$50,000 divided into 500,000,000 shares with a par value of C$0.0001 each. On July 6, 2021, Vox changed its legal domicile from Cayman Islands to Ontario, Canada. As a result, the authorized share capital of the Company effective July 6, 2021, is an unlimited number of common shares without par value

As at December 31, 2021 and April 26, 2022, the issued and outstanding securities were as follows:

	April 26,<br> <br>2022		December 31,<br> <br>2021

| | | # | | # |

| Common shares issued and outstanding | | 39,570,405 | | 39,379,199 |

| Warrants | | 5,220,880 | | 5,349,312 |

| Stock options | | 1,603,984 | | 799,826 |

| Restricted share units | | 760,770 | | 581,696 |

| Performance share units | | 791,408 | | 787,584 | | Fully diluted common shares | | 47,947,447 | | 46,897,617 |

Critical Accounting Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. Estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances. However, actual results may differ from those estimates included in the consolidated financial statements.

The Company’s significant accounting policies and estimates are disclosed in Notes 2 and 3 of the consolidated financial statements.

17

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Financial Instruments

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the years ended December 31, 2021 and 2020.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and accounts receivable in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in high quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivable are subject to the credit risk of the counterparties who own and operate the mines underlying Vox’s royalty and streaming portfolio.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations and holding of cash and cash equivalents. As at December 31, 2021, the Company had cash and cash equivalents of $5,064,802 (December 31, 2020 - $3,153,958) and working capital of $6,209,207 (December 31, 2020 - $3,335,829).

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to foreign exchange risk related to cash in Canadian dollars, with a value of C$2,488,427 ($1,962,791), investments held in Canadian dollars, with an estimated fair value of C$2,726,403 ($2,150,499), and derivative liabilities held in Canadian dollars, with an estimated fair value of C$4,218,823 ($3,327,672) as at December 31, 2021. The Company is therefore subject to gains and losses due to fluctuations in the related currency relative to the US dollar. As at December 31, 2021, a 10% change in the Canadian dollar, would have an impact of $196,000, $215,000 and $333,000, on cash, investments and derivative liabilities, respectively, and on the consolidated statement of loss and comprehensive loss.

Interest rate risk

The Company has cash balances with rates that fluctuate with the prevailing market rate. The Company’s current policy is to invest excess cash in cash accounts or short-term interest-bearing securities issued by chartered banks. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company does not use any derivative instrument to reduce its exposure to interest rate risk.

Commodity and share price risk

The Company’s royalty streams are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of precious and base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the Company’s future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.

The Company’s financial results may be significantly affected by a decline in the price of precious and/or base metals. The price of precious and base metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.

Fair value of financial instruments

The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and income tax liabilities on the consolidated statements of financial position approximate fair value because of the limited term of these instruments.

The fair value of derivative liabilities were estimated based on the assumptions disclosed in Notes 9 and 13 of the consolidated financial statements.

The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

·	Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

| · | Level 2 – Inputs other than quoted prices include din Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices): and |

| · | Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |

18

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

As at December 31, 2021 and 2020, the Company does not have any financial instruments measured at fair value after initial recognition, except for investments, which are calculated using Level 1 inputs, and derivative liabilities, which are calculated using Level 3 inputs.

The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

As at December 31, 2021

	Level 1	Level 2	Level 3		Total

| | | | | | | |

Derivative liabilities				)		)

All values are in US Dollars.

As at December 31, 2020

	Level 1				Total

| | | | | | | |

| Derivative liabilities | | - | - | (1,042,642 | | (1,042,642 | | | | - | - | (1,042,642 | | (1,042,642 |

All values are in US Dollars.

Level 2 Hierarchy

During the years ended December 31, 2021 and 2020, there were no transfers between levels.

	December 31,<br> <br>2021

| | | | |

| Balance, beginning of year | | - | 1,035,097 |

| Disposal at cost – shares | | - | (10,730 |

| Realized loss on investments | | - | (1,016 |

| Unrealized loss on investment | | - | (1,023,351 | | Balance, end of year | | - | - |

All values are in US Dollars.

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at December 31, 2021 and 2020. These financial instruments are measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the consolidated statements of loss and comprehensive loss.

	December 31, 2021	December 31, 2020

| | | | |

| Issuance of Private Placement/Offering warrants | | | |

| Change in valuation of Private Placement/Offering warrants | | | |

| Change in valuation related to convertible notes | | | ) |

All values are in US Dollars.

Capital management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. As at December 31, 2021, the capital structure of the Company consists of $20,709,675 (December 31, 2020 - $13,917,573) of total equity, comprising of share capital, additional paid-in capital, equity reserves, and deficit. The Company was not subject to any externally imposed capital requirements.

19

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Internal Controls Over Financial Reporting

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence that: (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented. In contrast to the certificate required for non‐venture issuers under National Instrument 52‐109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52 ‐ 109”), the corresponding certificate for venture issuers does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52‐109. In particular, the certifying officers of the Company do not make any representations relating to the establishment and maintenance of:

i.	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

| ii. | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. |

The Company’s CEO and CFO are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the corresponding certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‐109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Risks and Uncertainties

Global Financial Conditions

Global financial conditions can be volatile. Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. In particular, the conflict between Russia and Ukraine and any restrictive actions that are or may be taken by Canada, the U.S., and other countries in response thereto, such as sanctions or export controls, could have potential negative implications to the financial markets. Accordingly, the market price of Vox’s common shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted, and the trading price of its common shares may be materially adversely affected.

Market events and conditions, including the disruptions in the international credit markets and other financial systems, along with falling currency prices expressed in United States dollars can result in commodity prices remaining volatile. These conditions can cause a loss of confidence in global credit markets resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events can be illustrative of the effect that events beyond the Company’s control may have on commodity prices, demand for metals, including gold, silver, copper, lead and zinc, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business.

Access to additional sources of capital, including conducting public financings, can be negatively impacted by disruptions in the international credit markets and the financial systems of other countries, as well as concerns over global growth rates. These factors could impact the ability of Vox to obtain both debt and equity financing in the future and, if obtained, on terms favourable to Vox. Increased levels of volatility and market turmoil can adversely impact the operations of Vox and the value, and the price of common shares of the Company could be adversely affected.

20

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Dependence on third-party operators

The Company is not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams that are or may be held by the Company. The exploration, development and operation of such properties is determined and carried out by third-party owners and operators thereof and any revenue that may be derived from the Company’s asset portfolio will be based on production by such owners and operators. Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third-party owners and operators and those of the Company may not always be aligned. As an example, it will usually be in the interest of the Company to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third-party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by the Company. The inability of the Company to control or influence the exploration, development or operations for the properties in which the Company holds or may hold royalties or streams may have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, the owners or operators may take action contrary to the Company‘s policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with the Company; or experience financial, operational or other difficulties, including insolvency, which could limit the owner or operator’s ability to advance such properties or perform its obligations under arrangements with the Company.

The Company may not be entitled to any compensation if the properties in which it holds or may hold royalties or streams discontinue exploration, development or operations on a temporary or permanent basis.

The owners or operators of the projects in which the Company holds an interest may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which the Company has little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on the Company‘s business, results of operations and financial condition. The effect of any such transaction on the Company may be difficult or impossible to predict.

Royalties, streams and similar interests may not be honoured by operators of a project

Royalties and streams are typically contractually based. Parties to contracts do not always honour contractual terms and contracts themselves may be subject to interpretation or technical defects.

Non-performance by the Company’s counterparties may occur if such counterparties find themselves unable to honor their contractual commitments due to financial distress or other reasons. In such circumstances, the Company may not be able to secure similar agreements on as competitive terms or at all. No assurance can be given that the Company’s financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfil their contractual obligations in the future. Such failure could have a material adverse effect on the Company’s business, results of operations and financial condition.

To the extent grantors of royalties or streams that are or may be held by the Company do not abide by their contractual obligations, the Company may be forced to take legal action to enforce its contractual rights. Such litigation may be time consuming and costly and, as with all litigation, no guarantee of success can be made. Should any such decision be determined adversely to the Company, it may have a material adverse effect on the Company‘s business, results of operations and financial condition.

Limited or no access to data or the operations underlying its interests

The Company is not, and will not be, the owner or operator of any of the properties underlying its current or future royalties or streams and has no input in the exploration, development or operation of such properties. Consequently, the Company has limited or no access to related exploration, development or operational data or to the properties themselves. This could affect the Company’s ability to assess the value of a royalty or similar interest. This could also result in delays in cash flow from that anticipated by the Company, based on the stage of development of the properties underlying its royalties and similar interests. The Company’s entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from the Company’s projections and the Company may not have rights of audit with respect to such interests. In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, the Company may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development and production of minerals from, or the continued operation of, the properties in which the Company has an interest may restrict the Company’s ability to assess value, which may have a material adverse effect on the Company’s business, results of operations and financial condition. The Company attempts to mitigate this risk by leveraging the proprietary database previously held by Mineral Royalties Online (“MRO”), which was acquired by Vox in 2020. MRO was a specialist royalty advisory firm with extensive experience in royalty due diligence, sale processes and principal investment. The MRO team have collectively been involved in over $1 billion of royalty transactions across hundreds of royalty agreements over the past 20 years and have historically held senior exploration and commercial roles at major mining companies and financial institutions. In addition, the Company also plans to cultivate close working relationships with carefully selected owners, operators and counterparties in order to encourage information sharing to supplement the historical data and expert analyses provided by the management team formerly with MRO.

21

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Risks faced by owners and operators

To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which the Company holds or may hold royalties, streams or similar interests, the Company will be subject to the risk factors applicable to the owners and operators of such mines or projects.

Mineral exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the owners or operators thereof. The exploration for, and development, mining and processing of, mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

The Company currently has royalty interests in various exploration-stage projects. While the discovery of mineral deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties or streams that are or may be held by the Company will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying the Company’s current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying the Company’s interests will be brought into a state of commercial production.

Dependence on future payments from owners and operators

The Company will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties or streams that are or may be held by the Company. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of mineral reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator. The Company’s rights to payment under royalties and similar interests must, in most cases, be enforced by contract without the protection of a security interest over property that the Company could readily liquidate. This inhibits the Company’s ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, the Company will be treated like any other unsecured creditor, and therefore have a limited prospect for full recovery of royalty or similar revenue.

Security over underlying assets

There is no guarantee that the Company will be able to effectively enforce any guarantees, indemnities or other security interests it may have. Should a bankruptcy or other similar event occur that precludes a counterparty from performing its obligations under an agreement with the Company, the Company would have to enforce its security interest. In the event that the counterparty has insufficient assets to pay its liabilities, it is possible that other liabilities will be satisfied prior to the liabilities owed to the Company. In addition, bankruptcy or other similar proceedings are often a complex and lengthy process, the outcome of which may be uncertain and could result in a material adverse effect on the Company.

In addition, because the counterparty may be owned and operated by foreign affiliates, the Company’s security interests may be subject to enforcement and insolvency laws of foreign jurisdictions that vary significantly, and the Company’s security interests may not be enforceable as anticipated. Further, there can be no assurance that any judgments obtained in any local court will be enforceable in those jurisdictions. If the Company is unable to enforce its security interests, there may be a material adverse effect on the Company.

Unknown defects and impairments

A defect in any business arrangement may arise to defeat or impair the claim of the Company to such transaction, which may have a material adverse effect on the Company. It is possible that material changes could occur that may adversely affect management’s estimate of the recoverable amount for any agreement the Company enters into. Impairment estimates, based on applicable key assumptions and sensitivity analysis, will be based on management’s best knowledge of the amounts, events or actions at such time, and the actual future outcomes may differ from any estimates that are provided by the Company. Any impairment charges on the Company’s carrying value of business arrangements could have a material adverse effect on the Company.

22

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Commodities price risk

The revenue derived by the Company from its asset portfolio will be significantly affected by changes in the market price of the minerals underlying each of its royalty and streaming assets. Mineral prices fluctuate on a daily basis and are affected by numerous factors beyond the control of the Company, including levels of supply and demand or industrial development levels. While the Company plans to mitigate this risk by diversifying the underlying commodities in its portfolio of royalties and streams, macro-level factors such as inflation and the level of interest rates, the strength of the U.S. dollar and geopolitical events in significant mining countries will impact mining and minerals industries overall. The conflict between Russia and Ukraine and any restrictive actions that are or may be taken by Canada, the U.S., and other countries in response thereto, such as sanctions or export controls, could have potential negative impacts on commodity prices. External economic factors are, in turn, influenced by changes in international investment patterns, monetary systems and political developments. Each of the minerals underlying the future portfolio of the Company is a commodity, and is by its nature subject to wide price fluctuations and future material price declines could result in a decrease in revenue or, in the case of severe declines that cause a suspension or termination of production by relevant operators, a complete cessation of revenue from royalties, streams or similar interests that the Company may hold. Any such price decline may have a material adverse effect on the Company’s business, results of operations and financial condition.

Acquisition strategy

As part of the Company’s business strategy, it will seek to purchase a diversity of royalties, streams or similar interests from third-party mining companies and others. In pursuit of such opportunities, the Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. The Company cannot ensure that it can complete any acquisition, transaction or business arrangement that it pursues, or is pursuing, on favourable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit the Company. The Company will seek to mitigate this risk by utilizing the MRO database.

Risks related to mineral reserves and resources

The mineral reserves and resources on properties underlying the royalties, streams or similar interests that may or will be held by the Company are estimates only, and no assurance can be given that the estimated reserves and resources are accurate or that the indicated level of minerals will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted by the owners or operators of the properties. Further, it may take many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change. Market price fluctuations of commodities, as well as increased production and capital costs or reduced recovery rates, may render the proven and probable reserves on properties underlying the royalties, streams or similar interests that are or may be held by the Company unprofitable to develop at a particular site or sites for periods of time or may render reserves containing relatively lower grade mineralization uneconomic. Moreover, short-term operating factors relating to the reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause reserves to be reduced or not extracted. Estimated reserves may have to be recalculated based on actual production experience. The economic viability of a mineral deposit may also be impacted by other attributes of a particular deposit, such as size, grade and proximity to infrastructure; by governmental regulations and policy relating to price, taxes, royalties, land tenure, land use permitting, the import and export of minerals and environmental protection; and by political and economic stability.

Resource estimates in particular must be considered with caution. Resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill holes or other limited information, which is not necessarily indicative of the conditions between and around drill holes. Such resource estimates may require revision as more drilling or other exploration information becomes available or as actual production experience is gained. Further, resources may not have demonstrated economic viability and may never be extracted by the operator of a property. It should not be assumed that any part or all of the mineral resources on properties underlying the royalties, streams or similar interests that are or may be held by the Company constitute or will be converted into reserves. Any of the foregoing factors may require operators to reduce their reserves and resources, which may have a material adverse effect on the Company’s business, results of operations and financial condition.

Costs may influence return to Company

Net profit royalties and similar interests allow the operator to account for the effect of prevailing cost pressures on the project before calculating a royalty. These cost pressures typically include costs of labour, equipment, electricity, environmental compliance, and numerous other capital, operating and production inputs. Such costs will fluctuate in ways the Company will not be able to predict, will be beyond the control of Company and can have a dramatic effect on the revenue payable on these royalties and similar interests. Any increase in the costs incurred by operators on applicable properties will likely result in a decline in the royalty revenue received by the Company. This, in turn, will affect overall revenue generated by the Company, which may have a material adverse effect on its business, results of operations and financial condition.

Compliance with laws

The Company’s, owners’ and operators’ operations will be subject to various laws, regulations and guidelines. The Company will endeavour to and cause its counterparties to comply with all relevant laws, regulations and guidelines. However, there is a risk that the Company’s and its counterparties’ interpretation of laws, regulations and guidelines, including applicable stock exchange rules and regulations, may differ from those of others, and the Company’s and its counterparties’ operations may not be in compliance with such laws, regulations and guidelines. In addition, achievement of the Company’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and, where necessary, obtaining regulatory approvals. The impact of regulatory compliance regimes, any delays in obtaining, or failure to obtain regulatory approvals required by the Company or its counterparties may significantly delay or impact the development of the Company’s business and operations, and could have a material adverse effect on the business, results of operations and financial condition of the Company. Any potential non-compliance could cause the business, financial condition and results of the operations of the Company to be adversely affected. Further, any amendment to the applicable rules and regulations governing the activities of the Company and its counterparties may cause adverse effects to the Company’s operations.

23

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in any of the countries in which the Company may operate could result in an increase in the Company’s taxes payable, or other governmental charges, duties or impositions. No assurance can be given that new tax laws, regulations or rules will not be enacted or that existing tax laws, regulations or rules will not be changed, interpreted or applied in a manner which could result in the Company’s profits being subject to additional taxation or which could otherwise have a material adverse effect on the Company.

Due to the complexity and nature of the Company’s operations, various tax matters may be outstanding from time to time. If the Company is unable to resolve any of these matters favourably, there may be a material adverse effect on the Company.

Anti-bribery and anti-corruption laws

The Company is subject to certain anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corruption Practices Act (United States). Failure to comply with these laws could subject the Company to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses, which may have a material adverse effect on the Company’s business, results of operations and financial condition. It may not be possible for the Company to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which its employees, agents or sub-contractors are located or may be located in the future.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under anti-bribery and anti-corruption laws, resulting in greater scrutiny and punishment of companies convicted of violating such laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. If the Company is the subject of an enforcement action or is otherwise in violation of such laws, it may result in significant penalties, fines and/or sanctions imposed on the Company, which may have a material adverse effect on the Company’s business, results of operations and financial condition.

Rights of third-parties

Some royalty, stream and similar interests that are or may be held by the Company may be subject to buy-down right provisions, pursuant to which an operator may buy-back all or a portion of the stream or royalty; pre-emptive rights, pursuant to which parties have the right of first refusal or first offer with respect to a proposed sale or assignment of the stream or royalty; or claw back rights, pursuant to which the seller of a stream or royalty has the right to re-acquire the stream or royalty. The exercise of any such rights by the holders thereof may adversely affect the value of the applicable royalty, stream or similar interest of the Company.

Public health crises, including COVID-19 pandemic may significantly impact Vox

Vox’s business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy and commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including precious metals) and has raised the prospect of a global recession. The international response to COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in consumer activity, globally. Public health crises, such as the COVID-19 outbreak, can result in operating, supply chain and project development delays that can materially adversely affect the operations of third parties in which Vox has an interest. Mining operations in which Vox holds an interest could be suspended for precautionary purposes or as governments declare states of emergency or other actions are taken in an effort to combat the spread of COVID-19. If the operation or development of one or more of the properties in which Vox holds a royalty, stream or other interest and from which it receives or expects to receive significant revenue is suspended, it may have a material adverse impact on Vox’s profitability, results of operations, financial condition and the trading price of Vox’s securities. The risks to Vox’s business include without limitation, the risk of breach of material contracts and customer agreements, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, prolonged restrictive measures put in place in order to control an outbreak of contagious disease or other adverse public health developments globally and other factors that will depend on future developments beyond Vox’s control, which may have a material and adverse effect on Vox’s business, financial condition and results of operations. In addition, Vox may experience business interruptions as a result of suspended or reduced operations at the mines in which Vox has an interest, relating to the COVID-19 outbreak or such other events that are beyond the control of Vox, which could in turn have a material adverse impact on Vox’s business, operating results, financial condition and the market for its securities. As at the date of this MD&A, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how Vox may be affected if such pandemic, such as the COVID-19 outbreak, persists for an extended period of time.

24

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Liquidity concerns and future financing requirements

The Company has a limited source of operating revenue and may require additional financing in order to fund its business plan. The Company’s ability to arrange such financing in the future will depend, in part, on prevailing capital market conditions, as well as its business success. There can be no assurance that the Company will be successful in any efforts to arrange additional financing on terms satisfactory to it, or at all. If additional financing is raised by the issuance of Company shares or securities exchangeable for or convertible into Company shares, control of the Company may change, and investors may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, the Company may not be able to operate its business at its maximum potential, to expand, to take advantage of other opportunities, or to otherwise remain in business.

In the event that the Company is unable to secure necessary financing in the future, it may be forced to liquidate some or all of its assets, including its investments in other publicly traded issuers. In such event, there is no certainty that such sales would yield sufficient proceeds and such sales could have a material adverse effect on the Company’s business, results of operations and financial condition.

Risks related to foreign jurisdictions and emerging markets

The majority of the properties on which Vox holds royalties or streams are located outside of Canada. The exploration, development and production of minerals from, or the continued operation of, these properties by their owners and operators are subject to the risks normally associated with conducting business in foreign countries. These risks include, depending on the country, nationalization and expropriation, social unrest and political instability, less developed legal and regulatory systems, uncertainties in perfecting mineral titles, trade barriers, exchange controls and material changes in taxation. These risks may, among other things, limit or disrupt the ownership, development or operation of properties, mines or projects in respect of which the royalties or streams that may be held by the Company, restrict the movement of funds, or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation.

The Company’s plan is to apply various methods, including utilizing the data it will have available from the MRO database, where practicable, to identify, assess and, where possible, mitigate these risks prior to entering into agreements to acquire royalties or streams. Such methods generally include conducting due diligence on the political, social, legal and regulatory systems and on the ownership, title and regulatory compliance of the properties subject to the royalties, streams or similar interests; engaging experienced local counsel and other advisors in the applicable jurisdiction; and negotiating where possible so that the applicable acquisition agreement contains appropriate protections, representations and/or warranties, in each case as the Company deems necessary or appropriate in the circumstances, all applied on a risk-adjusted basis. Notwithstanding all of the foregoing, there can be no assurance, however, that the Company will be able to identify or mitigate all risks relating to holding royalties, streams or similar interests in respect of properties, mines and projects located in foreign jurisdictions (including emerging markets), and the occurrence of any of the factors and uncertainties described above could have a material adverse effect on the Company’s business, results of operations and financial condition.

Foreign currency risks

While the Company reports its financial results in United States dollars, the Company’s investments are in other currencies and many of its royalty interests are denominated and payable in other currencies. Accordingly, the Company is exposed to foreign currency fluctuations. The Company does not currently enter into any derivative contracts to reduce this exposure.

Operating history

Vox has a limited business history. While members of Vox’s management team and the Company’s Board of Directors have significant expertise within the natural resource and finance sectors, Vox itself has a limited history of operations in the royalty and streaming industry, and there can be no assurance that the business will be successful or profitable or the Company will be able to successfully execute its proposed business model and growth strategy. If the Company is unable to execute its business model and growth strategy, it may have a material adverse effect on the Company’s business, results of operations and financial condition.

Competition

There is potential that the Company and its counterparties will face competition from other companies, some of which can be expected to have longer operating histories and greater financial resources. The Company may be at a competitive disadvantage in acquiring additional interests, whether by way of royalty, stream or other form of investment, against these competitors. There can be no assurance that the Company will be able to compete successfully against other companies in acquiring additional royalties, streams or similar interests. In addition, the Company may be unable to acquire royalties, streams or similar interests at acceptable valuations, which may have a material adverse effect on the Company’s business, results of operations and financial condition.

25

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Key employee attraction and retention

The Company’s success is highly dependent on the retention of key personnel who possess specialized expertise and are well versed in the natural resource and finance sectors. The availability of persons with the necessary skills to execute the Company’s business strategy is very limited and competition for such persons is intense. As the Company’s business activity grows, additional key financial and administrative personnel, as well as additional staff, may be required. Although the Company believes it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations may be affected.

Conflicts of interest

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved in natural resources investment, exploration, development and production. The Company’s executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers, directors and consultants.

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

Litigation risks

The Company may become party to legal claims or disputes with royalty payors arising in the ordinary course of business. There can be no assurance that any such legal claims or disputes will not result in significant costs to the Company and difficulties enforcing its contractual rights. In addition, potential litigation may arise on a property underlying the royalties or streams that are or may be held by the Company. As a royalty or stream holder, the Company will not generally have any influence on the litigation and will not generally have any access to data. Any such litigation that inhibits the exploration, development and production of minerals from, or the continued operation of, a property underlying the royalties or streams that are or may be held by the Company could have a material adverse effect on the Company’s business, results of operations and financial condition.

Dividend policy

The declaration, timing, amount and payment of dividends are at the discretion of the Company Board and will depend upon the Company’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Company will declare a dividend on a quarterly, annual or other basis.

26

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the year ended December 31, 2021

Forward-Looking Information

Certain statements contained in this MD&A may be deemed “forward looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Vox expects to occur including management’s expectations regarding Vox’s growth, results of operations, estimated future revenues, carrying value of assets, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on commodities and currency markets are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur including, without limitation, the performance of the assets of Vox, the realization of the anticipated benefits deriving from Vox’s investments and transactions, the expected developments at the assets underlying Vox’s royalties and streams and Vox’s ability to seize future opportunities. Although Vox believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Vox, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Vox; fluctuations in the value of the U.S. dollar relative to other currencies; regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Vox holds a royalty, stream or other interest are located or through which they are held; geopolitical events and other uncertainties, such as the conflict between Russia and Ukraine; risks related to the operators of the properties in which Vox holds a royalty, stream or other interests; the unfavorable outcome of litigation relating to any of the properties in which Vox holds a royalty, stream or other interests; business opportunities that become available to, or are pursued by Vox; continued availability of capital and financing and general economic, market or business conditions; litigation; title, permit or license disputes related to interests on any of the properties in which Vox holds a royalty, stream or other interest; development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Vox holds a royalty, stream or other interest; rate and timing of production differences from resource estimates or production forecasts by operators of properties in which Vox holds a royalty, stream or other interest; risks and hazards associated with the business of exploring, development and mining on any of the properties in which Vox holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks, and the integration of acquired assets. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Vox holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property in which Vox holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Vox cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Vox believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These statements speak only as of the date of this MD&A. Vox undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Third-Party Market and Technical Information

This MD&A includes market information, industry data and forecasts obtained from independent industry publications, market research and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein nor ascertained the underlying assumptions relied on by such sources.

27

voxr_ex994.htm EXHIBIT 99.4

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Effective Date

This Management’s Discussion and Analysis (“MD&A”), prepared as of November 15, 2022, is intended to help the reader understand the significant factors that have affected the performance of Vox Royalty Corp. and its subsidiaries (collectively “Vox” or the “Company”) and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), applicable to preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Readers are encouraged to consult the Company’s audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto, which are available under Vox’s profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov.

Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Forward-Looking Statements” at the end of this MD&A and to consult Vox’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and related notes thereto which are available on SEDAR at www.sedar.com and on Form 6-K filed with the United States Securities and Exchange Commission on EDGAR at www.sec.gov.

Additional information, including the primary risk factors affecting Vox, are included in the Company’s Annual Information Form (“AIF”) and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Vox’s royalty, stream and other interests, as well as a description of risk factors affecting the Company.

Management is responsible for the preparation of the consolidated financial statements and this MD&A. All dollar figures in this MD&A are expressed in United States dollars, unless stated otherwise.

Amended

This MD&A has been amended following a continuous disclosure review by Staff at the Ontario Securities Commission (the “OSC”) of the Company’s disclosure record. This amended MD&A for the nine months ended September 30, 2021 was filed to address comments received from the Staff of the OSC and to provide updated mineral resources disclosure within the Development of Royalty Assets section of this MD&A.

Table of Contents

Effective Date	2

| Amended | 2 |

| Table of Contents | 2 |

| Overview | 3 |

| Highlights for the Three and Nine Months Periods Ended September 30, 2022 | 3 |

| Outlook for the Fourth Quarter of 2022 | 9 |

| Asset Portfolio | 9 |

| Summary of Quarterly Results | 12 |

| Liquidity and Capital Resources | 14 |

| Off-Balance Sheet Arrangements | 15 |

| Commitments and Contingencies | 15 |

| Related Party Transactions | 16 |

| Changes in Accounting Policies | 16 |

| Recent Accounting Pronouncements | 16 |

| Outstanding Share Data | 16 |

| Critical Accounting Judgements and Estimates | 16 |

| Financial Instruments | 17 |

| Internal Controls Over Financial Reporting | 18 |

| Forward-Looking Information | 19 |

| Third-Party Market and Technical Information | 20 |

Abbreviations Used in This Report

	Abbreviated Definitions

| Q4 2020 The three-month period ended December 31, 2020 | | | | |

2

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Overview

Vox is a returns focused mining royalty company with a portfolio of 59 royalties and streams spanning eight jurisdictions (Australia, Canada, United States, Brazil, Peru, Mexico, Nigeria and South Africa). The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network that has allowed Vox to target the highest returns on royalty acquisitions in the mining royalty sector. Since the beginning of 2020, Vox has announced over 20 separate transactions to acquire over 50 royalties.

Vox operates a unique business model within the royalty and streaming space which it believes offers it a competitive advantage. Of these advantages, some are inherent to the Company’s business model, such as the diverse approach to finding global royalties providing it with a broader pipeline of opportunities to act on. Other competitive advantages have been strategically built since the Company’s formation, including its 2020 acquisition of Mineral Royalties Partnership Ltd.’s proprietary royalty database of over 8,000 royalties globally (“MRO”). MRO is not commercially available to the Company’s competitors. MRO includes historical transactions benchmarked over a 40-year period and also virtually integrates global mining royalties with mineral deposits and mining claims, which provides the Company with the first-mover advantage to execute bilateral, non-brokered royalty acquisition transactions, which make up the majority of the historical acquisitions of the Company. The Company also has an experienced technical team that consists of mining engineers and geologists who can objectively review the quality of assets and all transaction opportunities, in light of the cyclical nature of mineral prices.

The Company focuses on accretive acquisitions on a net asset value and cash flow per share basis, with a particular emphasis on return on investment. As at the date hereof, approximately 80% of Company’s royalty and streaming assets by royalty count are located in Australia, Canada and the United States. Further, the Company is prioritizing acquiring royalties on producing or near-term producing assets to complement its high-quality portfolio of exploration and development stage royalties. Specifically, the Company’s portfolio currently includes seven producing assets and 22 development assets on which a mining study has been completed, or that have potential to be toll-treated via a nearby mill or that may restart production operations after care and maintenance.

The Company’s common shares trade on the TSX Venture Exchange under the ticker symbol “VOX”, and on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VOXR”. ****

Further information on Vox can be found at www.voxroyalty.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The following table shows the breakdown of the Company’s asset count as of the date of this MD&A:

Asset stage	Current

| Producing | | 7 |

| Development^(1)^ | | 22 |

| Exploration | | 30 |

| Total | | 59 |

(1)	Development assets include the following: mining study completed (Preliminary Economic Assessment (“PEA”) / Pre-Feasibility Study / feasibility), construction, care & maintenance, toll-treatment, based on public filings.

Highlights for the Three and Nine Months Periods Ended September 30, 2022

Financial and Operating

·	Q3 2022 royalty revenue receipts of $2,976,215. Royalty revenue receipts were allocated $3,181,574 to the income statement, offset by $205,359 capitalized as an increase to the acquisition purchase price of the Wonmunna royalty, covering the period April 1, 2022 to May 25, 2022 (the pre-acquisition period);

| · | Record Q3 2022 recognized revenues of $3,181,574, record year-to-date revenues of $6,403,347 and record year-to-date royalty receipts of $7,612,264; |

| · | Record gross profit of $2,463,007 and $5,072,178 for the three and nine months ended September 30, 2022; |

| · | Declared its inaugural quarterly cash dividend of $0.01 per common share; |

| · | Subsequent to quarter-end, commenced trading on the Nasdaq on October 10, 2022; |

| · | Noted significant organic development within the existing royalty portfolio with the commencement of production by Northern Star Resources Limited (“Northern Star”) at the Otto Bore gold mine and construction completion and loaded commissioning at the Binduli North Gold Mine by Zijin Mining Group Co., Ltd. (“Zijin”) in Western Australia; |

| · | Increased producing royalty asset count to seven during the year, with the May 2022 acquisition of the Wonmunna royalty, an uncapped 1.25% to 1.50% GRR (>A$100/t iron ore) and the commencement of production at Otto Bore; |

| · | Completed the acquisition of six royalties during the nine months ended September 30, 2022, including the producing Wonmunna royalty asset and the Goldlund development stage royalty asset; |

| · | Achieved full payback on the Segilola gold royalty investment within 6 months of first production; |

| · | Strong balance sheet position at quarter end, including: |

o	Cash and accounts receivable of $6,486,583;

| o | Working capital of $3,636,005; |

| o | Total assets of $41,439,314; and |

·	Purchased and cancelled 192,200 common shares pursuant to the Company’s normal course issuer bid (“NCIB”), during the nine months ended September 30, 2022.

3

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Quarterly Dividend Declared

On September 20, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.01 per common share, paid on November 4, 2022 to shareholders of record as of the close of business on October 21, 2022.

On November 14, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.01 per common share payable on January 13, 2023 to shareholders of record as of the close of business on December 30, 2022.

Royalty Acquisitions

On April 27, 2022, Vox completed the acquisition of a portfolio of two royalties from a private South African registered company (the “SA Vendor”). The royalties include a 1.0% gross receipts royalty over the Dwaalkop Project and a 0.704% gross receipts royalty over the Messina Project, which collectively cover the full extent of the Limpopo PGM Project (“Limpopo”). The upfront consideration issued to the SA Vendor was C$1,500,000, settled by the issuance of 409,500 common shares of the Company. The Company will make additional cash payments or issue additional common shares (at Vox’s sole election) of up to C$8,900,000 upon achievement of certain production milestones at Limpopo.

On May 26, 2022, Vox completed the acquisition of a producing royalty over the Wonmunna iron ore mine from a private company. The royalty is a 1.25% to 1.50% sliding scale GRR, with 1.25% payable when the benchmark 62% iron ore price is below A$100/t and 1.50% GRR payable when the benchmark 62% iron ore price is above A$100/t. Notwithstanding the acquisition date of the royalty, all royalty payments due and payable to the holder of the royalty are for the benefit of Vox commencing April 1, 2022.

The total upfront consideration paid on May 26, 2022 was $15,703,991, broken down as follows:

-	Cash $4,050,000 (inclusive of a $50,000 deposit paid prior to closing);

| - | 4,350,000 common shares; |

| - | 3,600,000 common share purchase warrants with an exercise price of C$4.50 and an expiry date of March 25, 2024; and |

| - | In addition, there was a holdback amount of $700,000 (recorded as restricted cash) that becomes due and payable following the completion of certain conditions for a period up to December 31, 2024. |

The carrying amount of the Wonmunna royalty asset was subsequently reduced for the royalty revenues earned for the period April 1, 2022 to May 25, 2022 of $1,208,917.

On June 3, 2022, Vox completed the acquisition of two royalties from an individual prospector residing in Canada, along with any personal rights held to a third potential royalty. The royalties include a 1.0% NSR royalty over part of the Goldlund Project in Ontario, an effective 0.60% NSR royalty over the Beschefer Project in Quebec, and any personal rights held to a 1.50% NSR royalty over the Gold River deposit in Ontario. The upfront consideration paid to the individual prospector was a cash payment of C$100,000. The Company will make additional cash payments or issue additional common shares (at Vox’s sole election), subject to the satisfaction of certain conditions, as follows: C$500,000 or issue up to a maximum of 184,399 common shares in September 2022, C$700,000 or issue up to a maximum of 258,159 common shares in January 2023 and C$500,000 or issue up to a maximum of 184,399 common shares in December 2023.

On June 9, 2022, Vox acquired all of Terrace Gold’s (a subsidiary of Nuheara Limited) rights and interests in an agreement with Lumina Copper S.A.C, which includes the right to receive the El Molino 0.5% NSR royalty. The upfront consideration issued to Nuheara Limited was $50,000, settled by the issuance of 17,959 common shares of the Company. A further payment of $450,000 is payable in cash, following the registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.

On September 30, 2022, the Company recorded a liability relating to the first contingent milestone payment owing for the Koolyanobbing royalty. Per the terms of the royalty sale and purchase agreement between Vox Royalty Australia Pty Ltd. and Vonex Limited, dated April 21, 2020, a first milestone cash payment of A$250,000 is due upon the achievement of a specific cumulative tonnage achieved, which was reached during the three months ended September 30, 2022.

Subsequent to September 30, 2022:

On November 9, 2022, Vox executed a binding royalty sale and purchase agreement (“FQM RSPA”) to acquire two royalties and the option rights held on two additional royalties from First Quantum Minerals Ltd. (“FQM”). The royalties include a 2.0% NSR royalty over part of the Estrades Project in Québec (“Estrades”), a 0.49% NSR royalty over the Opawica Project in Québec (“Opawica”), a right to acquire a 2% NSR (1% buyback for C$3,000,000) over the Winston Lake Project in Ontario (“Winston Lake”), and a right to acquire a 2% NSR over the Norbec & Millenbach Project in Québec (“N&M”). Pursuant to the terms of the FQM RSPA, on closing, Vox will issue to FQM C$525,000 of Vox common shares, being 164,319 common shares of the Company at an issue price of C$3.1950 per common share for the Estrades and Opawica royalties. Additional closings and cash payments of C$100,000 (Winston Lake) and C$25,000 (N&M) will be due and payable following (i) the exercise of separate third-party option agreements, (ii) the issuance of the Winston Lake and N&M royalties to FQM, and (iii) the assignment of the Winston Lake and N&M royalties to Vox.

4

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Development of Royalty Assets

During the quarter ended September 30, 2022, the Company’s operating partners continued to explore, develop, and expand the projects underlying the Company’s royalty assets.

Key development news for Q3 2022 is summarized as follows:

·	In its July 5, 2022 corporate presentation, Genesis Minerals Limited (“Genesis”) disclosed that it has received firm commitments to raise up to A$100M, with proceeds to include funding of the development of Ulysses gold project.

| · | On July 8, 2022, the Binduli North heap leach project was officially opened at a ceremony organized by Norton Gold Fields, a subsidiary of Zijin and attended by the Western Australian Government. |

| · | On July 11, 2022, Brightstar Resources Limited (“Brightstar”) announced that 12 holes were drilled for 1,278m at the Alpha West target to test for opportunities to mine a shallow open pit where previous anomalous drilling had been recorded. According to Brightstar, historic drilling has shown indications of near surface mineralisation that may support a small open pit in this area 800m north-west of the current open pit and provide a second access to deeper mineralisation should it be confirmed as an opportunity for underground mining in the future. |

| · | On July 12, 2022, Tartisan Nickel Corp. (“Tartisan”) announced the completion of a positive PEA for the Kenbridge nickel project. Highlights of the PEA include: |

o	9-year mine plan based on 1,500 tonne per day underground mining and processing operation;

| o | Measured and Indicated Mineral Resources represent 3,508,000 tonnes at 0.70% Ni, 0.35% Cu and 0.01% Co (54 Mlb Ni, 27 Mlb Cu); |

| o | Inferred Mineral Resources represent 1,013,000 tonnes at 1.21% Ni, 0.56% Cu and 0.01% Co (27 Mlb Ni, 13 Mlb Cu; |

| o | USD metal prices used in the PEA were $10/lb Ni, $4/lb Cu and $26/lb Co; |

| o | Life of Mine (“LOM”) revenues from net smelter returns are estimated at $837M; |

| o | LOM operating costs are estimated at $292M; |

| o | LOM capital costs are estimated at $227M and include pre-production capital costs of $134M; |

| o | After-tax NPV is estimated at $109M using a 5% discount rate; and |

| o | After-tax Internal Rate of Return (“IRR”) is 20%. |

■	Based on the PEA, Vox management believes that Tartisan will buy-back the Company’s 1.0% NSR royalty at or around the start of production for C$1.5M cash, a substantial premium to the C$55,000 carrying value of the royalty, pursuant to the buy-back clause in the Kenbridge royalty agreement.

o	Disclaimer: The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

·	On July 13, 2022, Corazon Mining Limited provided an update on activities at the Lynn Lake nickel-copper-cobalt project, which included mining study results that are expected in late 2022.

| · | On July 14, 2022, Silver Mines Limited (“Silver Mines”) reported that drilling had returned the deepest, high-grade intercept of silver at the Bowdens Project from a vertical depth of 415 metres in the Bundarra Zone and that the underground mineral resource estimate is expected to be finalized by H&S Consultants in the current quarter. |

| · | On July 20, 2022, Northern Star announced that: |

o	Open pit mining continues with D Zone pre-strip (non-royalty linked at Thunderbox mine) and the installation of key infrastructure at Otto Bore to support open pit mining operation (royalty-linked); and

| o | 12% of the groups growth CAPEX in fiscal year 2023 of A$650M is to be spent on the Yandal hub for the completion of the Thunderbox mill expansion which is on track and on budget for commissioning and ramp up in the first half of 2023, establishment of the Otto Bore mine, and a new tailings dam. |

On August 16, 2022, Tartisan announced that they are in Phase 2 of environmental baseline studies. Tartisan’s CEO commented, “Baseline studies continue at the Kenbridge Nickel Project and signify the Company’s commitment to an approximate three years to production timeline. The Company is continuing to review and implement all necessary steps in the permitting and mining approval process. The recently announced PEA results outlined robust economics and significant value of the Kenbridge Nickel Project.”;

| · | On August 29, 2022, Kalamazoo Resources Limited (“Kalamazoo”) announced an A$3 million cornerstone investment by New York-based growth capital asset management firm Lind Partners to accelerate Kalamazoo’s gold and lithium growth strategies. Completion of the Ashburton development Scoping Study is scheduled for Q4 2022 and Kalamazoo has a stated goal at Ashburton to “focus on near-mine and regional exploration to push past 2Moz”. |

| · | On September 5, 2022, Silver Mines declared its maiden underground mineral resource estimate for Bowdens: |

○	Measured: 1.55Mt @ 139g/t Ag, 0.8% Zn, 0.7% Pb and 0.1g/t Au or 212g/t silver equivalent (AgEq).

| ○ | Indicated: 2.01Mt @ 55g/t Ag, 2.0% Zn, 1.1% Pb and 0.3g/t Au or 217g/t AgEq. |

| ○ | Inferred: 2.81Mt @ 26g/t Ag, 2.3% Zn, 1.0% Pb and 0.4g/t Au or 202g/t AgEq. |

5

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

·	On September 6, 2022, Develop Global Limited (“Develop”) announced that an updated Definitive Feasibility Study is scheduled for completion in early 2023, with the objective to have the Sulphur Springs project ‘shovel ready’ by the middle of 2023, with a view to advancing financing options in the second half of 2023.

| · | On September 12, 2022, Orla Mining Ltd. (“Orla Mining”) announced that the 2022 sulphide exploration program started by Gold Standard Ventures Corp. (“GSV”) is ongoing and that it is increasing exploration spending by $1.5 million to accelerate the upgrade and definition of new oxide resources. Orla Mining commenced an additional 5,000m RC and core drill program at South Railroad for an additional $1.5 million, bringing the total 2022 planned direct drilling cost spending to $3.0 million across 11,370m of drilling. The current and primary objectives are to upgrade and increase oxide resources at the Pinion SB, LT, POD, Sweet Hollow, Jasperoid Wash, and Dixie targets. |

| · | On September 12, 2022, Silver Mines announced gold intercepts within a new Southern Gold Zone located at the southern extent of the planed open pit. The company’s CEO commented, “Although Mineral Resources at Bowdens now total over 315 million ounces of silver equivalent, both the open pit and underground resource areas remain open. In addition, it is very encouraging to now see a higher tenor of gold in the system as we move south and east.” |

Subsequent to the end of Q3 2022, the following key development news flow was released:

On October 10, 2022, Genesis announced in their September 2022 quarterly report that infill drilling of the royalty-linked Puzzle North resource commenced during the quarter and is ongoing during the December quarter. Results to the south following up on the 77m @ 0.7g/t (22USRC1309 drill hole) reported last quarter intersected mineralization 40m further to the south at similar depth (22USRC1389, 22USRC1390), with alteration persisting to the south and deeper drilling required to test for the presence of further mineralization.

| · | On October 19, 2022, Brightstar announced that it has extinguished all of the company debt owed, which totaled $6,030,000. With the debt removed, Brightstar noted they are in a robust financial position to enable it to advance its Laverton Gold Projects, including the Brightstar Alpha Project which Vox holds a royalty on, through further exploration and feasibility activities. |

| · | On October 21, 2022, Black Cat Syndicate Limited (“Black Cat”) announced in their annual report that 10,503m had been drilled across 254 reverse circulation (“RC”) drillholes from July 2021 to June 2022 for grade control and sterilization at the royalty-linked Myhree Mining Centre. |

Key earlier development news for the first half of 2022 is summarized as follows:

·	On January 18, 2022, Silver Mines announced that it has four drill rigs on site continuing a 30,000m diamond drilling program. The results from this drilling program will form the basis for a mineral resource estimate as part of a Scoping Study of underground mining scenarios.

| · | On January 20, 2022, Kalamazoo announced that planning is underway for extensive Phase III drilling and exploration program to commence in early 2022. |

| · | On January 25, 2022, Black Cat announced that it was granted a Work Approval Permit for the construction of the planned 800ktpa processing facility at Majestic. The only outstanding permit required for mine development and mill construction is the Tailings Storage Facility mining proposal. |

| · | On February 23, 2022, GSV announced the following feasibility study results for the South Railroad gold project in Nevada: |

o	After-tax IRR of 62% and NPV5 of $487M at a “Spot Gold Price” of $1,899.20 per ounce and after-tax IRR of 44% and NPV5 of $315M at $1,650 per ounce (“Base Case Gold Price”);

| o | Payback of 1.6 years at the Spot Gold Price and 1.9 years at the Base Case Gold Price; |

| o | 29% increase in mineral reserves to 65Mt @ 0.77g/t gold for 1.6 million contained gold ounces (at 0.17g/t Au cut-off for Dark Star and Pinion oxide and 0.24g/t Au for Pinion transition ore), summarized as follows: |

■	Proven: 8,960Kt @ 1.15g/t for 333koz of gold and 437koz of silver;

| ■ | Probable: 56,239Kt @ 0.70g/t for 1,271koz of gold and 5,700koz of silver; |

| ■ | Proven + Probable: 65,199Kt @ 0.77g/t for 1,604koz of gold and 6,137koz of silver; |

o	10.5-year operating life with total production 65Mt @ 0.77g/t for estimated gold produced of 1,031Koz (at an assumed 65% gold recovery rate), with an average gold production of 152,000 ounces over the first four years;

| o | Launch of construction financing process, targeting 75% from non-equity sources, to be completed this year in advance of final construction permits; and |

| o | Orion Mine Finance to provide GSV with a term sheet of up to $200 million to support the construction of the South Railroad Project. |

| · | On March 16, 2022, Norwest Minerals Limited (“Norwest”) announced: |

o	The JORC-compliant gold resource estimate for Bulgera increased 113% to 5.1Mt @ 1.2g/t gold for 200,130 ounces (at a 0.6g/t Au cut-off grade) , summarized as follows:

6

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

■	Indicated Resources: 2.09Mt @ 1.0g/t for 67,382 ounces of gold;

| ■ | Inferred Resources: 2.99Mt @ 1.38g/t for 132,748 ounces of gold; |

| ■ | Total Resources: 5.08Mt @ 1.22g/t for 200,130 ounces of gold; |

o	RC and diamond drilling conducted in 2021 intersected wide zones of gold mineralisation to extend the main lode beyond 500m down dip of the shallow Bulgera open pit;

| o | Bulgera gold mineralisation has high recovery (up to 98%) and low-cost processing characteristics; and |

| o | Norwest is to commence deep RC drilling for additional gold bearing shear zones in the highly mineralized Bulgera gold project area. |

On March 20, 2022, in the Zijin 2021 annual report it announced that the application for permits and licenses of the Binduli North project has been completed, project construction is fully underway and approximately A$160M (RMB 0.757 billion) of the total Binduli expansion budget of A$462M (Binduli North and South) has been invested by Zijin as at December 31, 2021. It is anticipated that the project will complete construction and commence production from the Binduli North portion of the Janet Ivy project in the second half of 2022.

| · | On March 24, 2022, ValOre Metals Corp. announced an updated National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) resource estimate for the Pedra Branca platinum group elements project, with highlights including: |

o	106% increase to the 2019 inferred mineral resource to 63.6Mt @ 0.68g/t Pd, 0.36g/t Pt and 0.03g/t Au for 1,391Koz contained palladium, 746Koz contained platinum and 61Koz contained gold, all based on a cut-off grade of 0.4g/t PGE+AU;

| o | C$6.1M spent on exploration and development since the 2019 resource; |

| o | 17,434m have been drilled since 2019; |

| o | Extensive growth potential remains at Massapê, Santo Amaro, Trapia, and Cedro, in addition to advanced exploration targets property-wide; and |

| o | Regional exploration by Trado drilling continues to advance new prospects to RC or core drill targets. |

·	On March 29, 2022, Genesis announced a substantial resource update for the Ulysses/Leonora gold project, with highlights including:

o	Total Mineral Resource at Leonora has grown 25% as at March 31, 2021, summarized as follows (at a 0.5g/t gold cut-off above 280mRL and 2g/t below 280mRL):

■	Measured: 795Kt @ 5.3g/t for 135 koz of gold;

| ■ | Indicated: 19,717Kt @ 1.6g/t for 1,025koz of gold; |

| ■ | Inferred: 18,794Kt @ 1.4g/t for 857koz of gold; |

| ■ | Total: 39,306Kt @ 1.6g/t for 2,017koz of gold; |

o	Recent shallow Puzzle North discovery contributed maiden resource of 6.1Mt @ 1.2g/t for 232,000oz, with further growth anticipated;

| o | Total combined royalty-linked Puzzle North and Puzzle resource stands at 5,765Kt @ 1.1g/t for 204,000oz Indicated and 2,950Kt @ 1.1g/t for 107,000oz Inferred at a 0.5g/t cut-off grade; |

| o | Exploration in 2022 will target depth and strike extensions to Puzzle and Puzzle North, including the untested “Puzzle Gap”; and |

| o | Metallurgical test work has been carried out as part of the Leonora feasibility study at Puzzle North and Puzzle confirming that the ore is amenable to conventional cyanide leaching. Ongoing test work by Genesis has confirmed gold recoveries from primary ore to be ~90% to 95%. |

·	In March 2022, Zijin filed a mining proposal for the Binduli North heap leach gold project, which included:

o	33% increase in forecast ore tonnages from the previously filed December 2020 Mining Proposal report (and Janet Ivy Technical Report dated October 5, 2021), with total Binduli North life of mine ore tonnages increased from 41Mt @ 0.6g/t Au for 787Koz to 55Mt @ 0.6g/t Au for 1,103Koz;

| o | Significant increase in gold royalty tonnages covered by the Vox royalty expected over the project over the +10 year mine life of the expansion project; and |

| o | Plans to install up to 8MW of single axis tracking solar PV, reducing reliance on diesel generated power. |

·	On April 18, 2022, GSV announced that the first stage exploration program for 2022 includes approximately 5,700 metres of reverse-circulation and core drilling over 20 holes with drilling scheduled to start in May 2022. Based on the results of the first stage exploration program, GSV intends to develop a second stage exploration program to be completed in the fall and winter of 2022.

| · | On April 19, 2022, Black Cat announced that it entered into binding agreements to acquire 100% of the Coyote and Paulsens gold operations from Northern Star for total consideration of up to A$44.5M (cash, stock and contingent deferred cash), which Vox holds a 0.75% GRR (>250koz cumulative production) over the Merlin gold deposit, and a 1.75% GRR (>250koz cumulative production hurdle that is combined with the Ashburton gold royalty) over the Electric Dingo gold deposit. |

| · | On April 21, 2022, Black Cat included in its investor presentation that it is undertaking a tender to mine and toll-treat the fully approved royalty-linked Myhree open pit deposit with interested toll milling partners around Kalgoorlie. If acceptable toll milling terms are agreed, Black Cat will mine Myhree during 2022/2023. |

| · | On April 21, 2022, Jangada Mines plc (“Jangada”) announced that it has updated the Pitombeiras technical report, which supersedes the PEA published in 2021. The updated technical report includes the titanium component of the project and provides for the following updated results: |

o	100.3% post-tax IRR;

7

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

o	$96.5 million post-tax NPV at an 8% discount rate;

| o | All-in capital expenditures totaling $18.5 million; |

| o | Post-tax payback time of 13 months; |

| o | Approximately 9-year LOM based on the current estimated resource (details below), producing total forecast contained metal tonnages of 1.74Mt Fe / V2O5 and 66kt TiO2; |

■	Measured: 1.75Mt @ 0.48% V2O5, 9.47% TiO2, 47.79% Fe2O3

| ■ | Indicated: 3.35Mt @ 0.45% V2O5, 8.82% TiO2, 45.16% Fe2O3 |

| ■ | Inferred: 3.16Mt @ 0.44% V2O5, 9.00% TiO2, 45.86% Fe2O3 |

o	$415 million total gross revenue, applicable to Vox’s 1% NSR; and

| o | Exploration potential to increase LOM remains open. |

| o | Disclaimer: The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. |

On April 27, 2022 and May 3, 2022, Northern Star announced preparation for open pit mining operations at the Otto Bore deposit have commenced, confirmed by open pit pre-stripping observed by Vox management via satellite imagery, and all required environment studies have been completed and relevant vegetation clearance, dewatering permit have been granted. The Mining Proposal has been approved, however it will be revised and resubmitted to accommodate extension of the new reserve pit.

| · | On May 16, 2022, Develop announced exceptional final results from its A$10M drilling program and that a resource update for Sulphur Springs is scheduled for release in the September 2022 quarter. |

| · | On May 25, 2022, Tartisan announced that it has commenced construction on an all-season road into the Kenbridge nickel-copper project and that it has received the necessary work permit from the Ministry of Northern Development, Mines, Natural Resources and Forestry to conduct the road maintenance and all necessary upgrades, including brushing, ditching, graveling and installing culverts. |

| · | On June 10, 2022, Black Cat announced that RC drilling at Myhree has commenced to complete the remaining 50% of grade control drilling over the upper 50m of the ore reserve, with the program expected to be completed in June 2022. Once completed, all pre-development drilling at Myhree will be completed. This will allow mining to commence either as part of a toll treatment arrangement or as the first open pit to be development once the Kal East processing facility is constructed. |

| · | On June 13, 2022, GSV, operator of the South Railroad gold project, announced that they have entered into a definitive agreement with Orla Mining, whereby Orla Mining will acquire all of the issued and outstanding shares of GSV by way of a court-approved plan of arrangement. |

| · | On June 28, 2022, Silver Mines announced that drilling has resumed at the Barabolar silver-lead-zinc project. The initial program of 2,000 metres to be completed by the end of the September quarter, is the first modern exploration in the area. |

| · | On June 29, 2022, Kalamazoo announced that planning is underway for an extensive Phase III exploration drilling program to commence in the second half of 2022. |

| · | On June 29, 2022, Mineral Resources Limited announced that it received approval for the amended Wonmunna Mining Proposal that was submitted in February 2022 to the Western Australian Environmental Protection Authority to expand the annual maximum production rate at Wonmunna from 10Mtpa to 13.5Mtpa. |

Normal Course Issuer Bid

On November 18, 2021, the Company renewed its NCIB, allowing the Company to purchase up to 1,968,056 common shares during the period of November 19, 2021 through November 18, 2022. The NCIB provides the Company with the option to purchase its common shares for cancellation from time to time. During the nine months ended September 30, 2022, the Company purchased and cancelled 192,200 common shares.

On November 7, 2022, the Company subitted a notice of intention to make an NCIB to the TSXV and renew its current NCIB (the “Notice”). Under the terms of the Notice, the Company may repurchase for cancellation, up to 2,229,697 common shares, being 5% of the total number of 44,593,950 common shares outstanding as at November 7, 2022. Subject to receipt of final approval from the TSXV, the repurchases are to be made at market prices through the facilities of the TSXV or other recognized Canadian marketplaces, or through the facilities of the Nasdaq, during the period November 21, 2022 to November 20, 2023. Shareholders can obtain a copy of the Notice, without charge, by contacting the Company at info@voxroyalty.com.

8

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Outlook for the Fourth Quarter of 2022^1^

Production Stage Assets

Vox has increased its producing royalty asset count within its existing portfolio from two at the end of 2020 to seven by the end of Q3 2022 (excluding the divested Graphmada graphite royalty). For the remainder of 2022, Vox anticipates that the following royalty assets have the potential to supplement its current revenues and/or producing royalty asset count:

·	Janet Ivy (Binduli North expansion): A$0.50/t production royalty in Western Australia, covering the Janet Ivy gold mine (commenced production in the third quarter of 2022);

| · | Otto Bore: 2.5% NSR (42Koz – 100Koz) in Western Australia, covering Northern Star’s Otto Bore deposit that is planned to be processed at the nearby Thunderbox gold operations (commenced mining and production in Q3 2022); |

| · | Bulong: 1% NSR in Western Australia, covering the Bulong gold project. If acceptable toll milling terms are agreed, Black Cat plans to mine the high grade Myhree open pit deposit from late 2022 onwards; and |

| · | Pitombeiras: 1% NSR in Brazil, covering the Pitombeiras vanadium, titanium and iron ore project (trial mining has potential to commence in late 2022). |

Development Assets

Based on third-party operator guidance, Vox anticipates the following key catalysts for its development and exploration stage royalties during the remainder of 2022:

·	Mt Ida: Update on construction activities by Aurenne Group or by construction partner GR Engineering Services Limited (“GR Engineering”), as referenced in GR Engineering’s investor presentation dated February 22, 2022;

| · | Pitombeiras: Titanium oxide added to full feasibility, offtake advanced and production decision made, as referenced in July 2022 Jangada corporate presentation; |

| · | Bowdens: Permitting and development approvals update for the proposed Bowdens open pit silver development project, expected by end of 2022 based on Silver Mines guidance; |

| · | Bulgera: Update on mining license application process and ongoing talks with local gold plant operators regarding the possibility of toll treating the Bulgera gold resources in late 2022, as discussed in Norwest Minerals’ 2022 Annual Report to Shareholders on October 21, 2022; |

| · | Lynn Lake (Maclellan): EIS approval anticipated in the second half of 2022, as announced by Alamos on July 28, 2022; **** |

| · | Bullabulling: Feasibility study anticipated in the second half of 2022; |

| · | Goldlund: Pre-Feasibility Study for Goliath Gold Complex in the second half of 2022, as referenced in Treasury Metals’ October 2022 corporate presentation; and |

| | Ashburton: Completion of a development scoping study by Kalamazoo for a potential 100,000oz annual production project, expected in the fourth quarter of 2022. |

Continued organic news flow is expected throughout the remainder of 2022, due in large part to Vox’s operating partners and their extensive, large scale drilling programmes on royalty-linked projects.

Additional Opportunities

Although the Company is primarily focused on building its portfolio of royalties, Vox management believes that there may be opportunities to maximize the value of its assets through the sale, assignment or transfer of certain royalties, or the right to acquire certain royalties, to third parties. Vox is committed to maximizing per share shareholder value and will consider creative opportunities to achieve this commitment as the royalty and streaming sector evolves.

Asset Portfolio

As of the date of this MD&A, Vox owns 59 royalties and streaming assets, including one royalty option. Vox ended the third quarter with six producing royalty assets and expects to increase its producing royalty asset count within its existing portfolio to ten by the end of 2023. In addition, the Company owns a number of royalties and streams on development and exploration stage projects. Vox’s interests span eight jurisdictions, including 35 royalty assets in Australia and 11 in North America.

_________________________________

^1^ Statements made in this section contain forward-looking information. Reference should be made to the “Cautionary Statement on Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements, please see the “Risk Factors” section in the most recent AIF and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively

9

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

The following table summarizes each of Vox’s royalty and streaming assets as of the date of this MD&A:

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

10

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

11

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator

Notes:

(1)	Royalty rate per gram of gold = A$0.12 x (price of gold per gram at Perth Mint / A$14) = A$0.72/gram gold ore milled, as at 31 March 2022.

| (2) | Covers only a portion of the MacLellan deposit and not all reserves disclosed by Alamos Gold Inc. |

| (3) | Covers the Uitvalgrond Portion 3 of the Brits project and not all reserves disclosed by Bushveld Minerals Limited. |

| (4) | Royalty = A$1 / Tonne (for each Ore Reserve with a gold grade <= 5g/t Au), for grades > 5g/t Au royalty = ((Ore grade per Tonne – 5) x 0.5)+1). |

| (5) | Subject to completion of the FQM transaction subsequent to the date of this MD&A. |

Summary of Quarterly Results

The following table presents a summary of the Company’s quarterly results of operations for each of its last eight quarters.

	Q3 2022	Q2 2022	Q1 2022	Q4 2021	Q3 2021	Q2 2021	Q1 2021	Q4 2020

| | $ | $ | $ | $ | $ | $ | $ | $ |

| Statement of income (loss) and comprehensive income (loss) | | | | | | | | |

| Revenues | 3,181,574 | 1,750,754 | 1,471,019 | 574,214 | 1,223,493 | 1,314,030 | 539,980 | 115,975 |

| Gross profit | 2,463,007 | 1,444,878 | 1,164,293 | 199,656 | 946,711 | 1,053,487 | 479,271 | 99,905 |

| Operating expenses | 1,683,196 | 1,476,025 | 1,452,661 | 1,772,277 | 1,451,402 | 1,368,146 | 1,398,592 | 1,955,179 |

| Net income (loss) | 83,940 | 432,569 | (240,392) | (4,320,912) | (1,251,384) | 2,057,694 | (617,417) | (2,751,464) |

Net income (loss) per share – basic and diluted	0.00	0.01	(0.01)	(0.11)	(0.03)	0.05	(0.02)	(0.09)

| Total assets | 41,439,314 | 39,805,541 | 27,008,128 | 27,305,421 | 28,109,626 | 30,161,290 | 29,024,889 | 15,186,635 |

Total non-current liabilities	3,295,832	2,784,804	4,265,101	4,666,998	2,686,334	1,862,249	1,976,007	1,042,642

| Net cash flows from (used in) operating activities | 966,106 | (209,829) | (404,825) | 417,973 | 1,346,103 | (427,511) | (568,219) | (453,254) |

| Net cash flows from (used in) investing activities | 1,376,402 | (4,127,051) | 831,240 | (1,729) | (1,021,553) | (4,651,327) | (3,679,021) | (548,540) |

| Net cash flows from (used in) financing activities | (268,351) | 139,767 | 179,243 | (13,640) | (1,040,785) | (152,628) | 11,850,111 | 143,369 |

Third Quarter Results

Operating results herein are discussed primarily with respect to the comparable quarter in the prior year. The “quarter” or “Q3 2022” refers to the three-month period ended September 30, 2022 and the “comparable quarter” or “Q3 2021” refers to the three-month period ended September 30, 2021.

12

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Revenues

Total royalty revenue receipts for Q3 2022 were $2,976,215 compared to $1,223,493 in the comparable quarter. The Q3 2022 revenue receipts were allocated as follows:

·	$205,359 as an offset to royalty, stream and other interests, representing an increase to the acquisition purchase price on the Balance Sheet (representing pre-May 26, 2022 Wonmunna net revenues); and

| · | $3,181,574 to the income statement. |

The Company’s Q3 2022 revenues was largely driven by record quarterly gold royalty revenues from the Segilola royalty asset, along with consistent quarter over quarter revenues earned from the Wonmunna iron ore royalty asset.

Operating Expenses

Operating expenses for the quarter were $1,683,196, up from $1,451,402 in the comparable quarter. The increase in expenditures was primarily related to the following:

·	Increase in general and administration costs of $348,418. The increase is primarily related to Nasdaq listing costs (the Company commenced trading on the Nasdaq on October 10, 2022), professional fees, D&O insurance coverage and conferences; and

| · | Decrease in share-based compensation of $116,624. Share-based compensation related to RSUs and stock options increased $139,753 during the period, offset with a reduction in stock-based compensation related to PSUs of $256,377. The increase related to RSU and stock options during the period is a result of grants made Q1 2022 vs. Q2 2021. The decrease in PSU value is a result of a decline in share price and shorter period to expiration date. |

Other Income (Expenses)

Other income for the quarter was $152,822 vs. other expenses of $746,693 in the comparable quarter. The decrease in income was primarily related to the following:

Fair value change income on embedded derivatives of $289,670 during the quarter vs. an expense of $614,496 in Q3 2021. The income during the quarter was primarily a result of a near flat Company share price at September 30, 2022 compared to June 30, 2022, along with a shorter timeline to expiry date for warrants and Performance Share Units (“PSUs”). In the comparable quarter, the expense charge was primarily driven by an increase in the Company’s share price as at September 30, 2021 compared to June 30, 2021; and

| · | Foreign exchange loss of $158,180 in Q3 2022 vs. a loss of $118,024 in the comparable quarter. |

Income tax expense

During the quarter, the Company recorded a current income tax expense of $33,840 and a deferred tax expense of $814,853 vs. $nil in the comparable quarter.

Net Loss

The net income and comprehensive income for the quarter was $83,940 vs. a loss of $1,251,384 in the comparable quarter. On a per share basis, the net income was $0.00 for Q3 2022 vs. a net loss of $0.03 in the comparable quarter. The net income for each of the periods is from the results of operations discussed above.

Year-To-Date 2022 Results

Operating results herein are discussed primarily with respect to the comparable period in the prior year. “YTD” or “9M2022” refers to the nine-month period ended September 30, 2022 and the “comparable period” or “9M2021” refers to the nine-month period ended September 30, 2021.

Revenues

Total Revenues for the YTD were $7,612,264 compared to $3,077,503 in the comparable period. The 9M2022 revenues were allocated as follows:

·	$1,208,917 to royalty, stream and other interests on the Balance Sheet (pre-May 26, 2022 Wonmunna revenue); and

| · | $6,403,347 to the income statement. |

The portion of Wonmunna revenue relating to the period April 1, 2022 to May 25, 2022, representing the period prior to Vox’s acquisition date of the royalty asset, has been capitalized as an offset to the acquisition purchase price of the Wonmunna royalty on May 26, 2022. The 9M2022 revenue growth was largely driven by record quarter-over-quarter gold royalty revenues from the Segilola gold royalty asset, which benefited from high sustained production and gold prices, along with inaugural revenues earned from the Wonmunna iron ore royalty asset commencing on May 26, 2022.

13

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Operating Expenses

Operating expenses for the YTD were $4,611,882, up from $4,218,140 in the comparable period. The increase in expenditures was primarily related to the Nasdaq listing costs incurred during the period of $264,503, D&O insurance coverage and conferences, offset by a reduced spend of professional fees.

Other Income (Expenses)

Other income for the 9M2022 period was $1,249,880, down from $1,927,564 in the comparable period. The decrease in income was primarily related to the following:

·	In 9M2021, the Company realized a gain on sale of two non-core graphite royalty assets of $2,030,700;

| · | In 9M2022, Vox realized a loss on the sale of investments of $604,574, related to the sale of Electric Royalties Ltd. shares; |

| · | Fair value change income on embedded derivatives of $2,142,865 during the period vs. an expense of $73,104 in 9M2021. The significant increase in income during the period was primarily a result in the drop in the Company’s share price at September 30^th^ compared to December 31^st^, along with a shorter timeline to expiry date for warrants and PSUs; and |

| · | Foreign exchange loss of $321,160 YTD vs. gain of $86,670 in the comparable year. The loss in the YTD is a result of C$ and A$ balances at period end that were converted to US$ at a time where the US$ has strengthened in value from December 31, 2021 to September 30, 2022. |

Income tax expense

During the 9M2022 period, the Company recorded a current income tax expense of $287,703 and a deferred tax expense of $1,146,356 vs. $nil in the comparable period.

Net Loss

The net income and comprehensive income for the YTD was $276,117 vs. $188,893 in the comparable period. On a per share basis, the net income was $0.01 both periods. The net income for each of the periods is from the results of operations discussed above.

Liquidity and Capital Resources

The Company’s working capital and liquidity position as at September 30, 2022 comprised current assets of $6,681,377, including cash and cash equivalents of $3,655,305. Against current liabilities of $2,599,432, this resulted in net working capital of $3,636,005. This compares to current assets of $8,137,955 and net working capital of $6,209,207 as at December 31, 2021.

Cash Flows Used in Operations

Cash flows from operations in Q3 2022 were $966,106 vs. $1,346,103 in Q2 2021. The decrease during the period is mainly a result of an increase in income from operating activities prior to non-cash working capital changes of $1,584,453, which is primarily related to the increase in royalty revenues during the period, offset by an increase in accounts receivables related to revenues recorded on the income statement, a decrease in prepaid expenses, an increase in accounts payable change, and an increase in current income tax liabilities vs. the comparable period.

Cash flows from operations in 9M2022 were $351,452 vs. $346,623 in the comparable period. The small increase during the period is mainly a result of an increase in income from operating activities prior to non-cash working capital changes of $2,009,312,which is primarily related to the increase in royalty revenues during the period, offset by an increase in accounts receivable related to revenues recorded on the income statement, a decrease in prepaid expenses, a decrease in accounts payable change, and an increase in current income tax liabilities vs. the comparable period.

Cash Flows From (Used in) Investing Activities

Cash flows from investing in Q3 2022 were $1,376,402 vs. expenditures of $1,021,553 in the comparable quarter. In the current period, the Company collected pre-acquisition royalty revenue receipts related to the Wonmunna pre-acquisition period of $1,414,276. The comparable period spend was related to the acquisition of royalties.

Cash flows used in investing in 9M2022 were $1,919,409 vs. $9,348,151 in the comparable period. In the current period, the Company spent $4,180,843 on the acquisition of royalties, increased restricted cash related to the Wonmunna royalty acquisition of $700,000, collected $1,414,276 in pre-acquisition royalty revenue receipts related to the Wonmunna royalty, and earned proceeds of $1,545,925 on the sale of investments. The comparable period spend was primarily related to the acquisition of royalties.

14

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Cash Flows from Financing Activities

Cash flows used in financing activities for Q3 2022 were $268,351 vs. $1,040,785 in the comparable quarter. During the period, the Company spent $268,351 to purchase and cancel 122,100 Vox common shares. In the comparable quarter, the Company spent $1,022,664 to purchase and cancel 454,400 Vox common shares.

Cash flows from financing activities in 9M2022 were $50,659 vs. $10,656,698 in the comparable period. During the period, the Company received $532,422 on the exercise of warrants offset by $454,215 spent to purchase and cancel 192,200 Vox common shares and $27,548 on share issue costs. In the comparable period, the Company completed a financing for net proceeds of $12,370,369, offset by $1,713,671 spent to purchase and cancel 735,200 Vox common shares.

With respect to the interim investment of excess working capital, the Company holds only cash, and it does not hold debt instruments issued by third parties, nor does it hold any material equities or other temporary investments of any kind.

The Company’s management believes current financial resources will be adequate to cover anticipated expenditures for general and administration and project evaluation costs and anticipated minimal capital expenditures for the foreseeable future. Vox’s long-term capital requirements are primarily affected by ongoing activities related to the acquisition or creation of royalties and streams. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of the acquisition of one or more significant royalties or streams, Vox may seek additional debt or equity financing as necessary.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Commitments and Contingencies

As at September 30, 2022, the Company did not have any right-of-use assets or lease liabilities.

We are, from time to time, involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved or have been involved with, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

The Company is committed to minimum annual lease payments for its premises, which renews on a quarterly basis, and certain consulting agreements, as follows:

	October 1, 2022<br> <br>to<br> <br>September 30, 2023

| | $ |

| Leases | 12,980 |

Consulting agreements	15,389

Royalty	$

| Limpopo^(1)^ | 6,493,033 |

| Janet Ivy^(1)^ | 1,943,970 |

| Goldlund^(1)^ | 874,465 |

| Brits^(1)^ | 1,250,000 |

| Bullabulling^(2)^ | 647,990 |

| Koolyanobbing | 323,995 |

| El Molino | 450,000 |

Uley^(1)^	142,558

(1)	The milestone payment(s) may be settled in either cash or common shares of the Company, at the Company’s election.

| (2) | The milestone payment may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. |

15

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Related Party Transactions

Key management personnel compensation

The remuneration of directors and other members of key management personnel during the three and nine months ended September 30, 2022 and 2021 were as follows:

	Three months<br> <br>ended<br> <br>September 30,<br> <br>2022	Three months<br> <br>ended<br> <br>September 30,<br> <br>2021	Nine months<br> <br>ended<br> <br>September 30,<br> <br>2022	Nine months<br> <br>ended<br> <br>September 30,<br> <br>2021
Short-term employee benefits	468,699	331,250	1,513,324	1,307,084

| Share-based compensation | 309,765 | 246,932 | 491,595 | 418,337 | | | 778,464 | 578,182 | 2,004,919 | 1,725,421 |

Changes in Accounting Policies

There were no changes in accounting policies during the nine months ended September 30, 2022.

Recent Accounting Pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2023. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”)

Outstanding Share Data

The authorized share capital of the Company is an unlimited number of common shares without par value.

As at September 30, 2022 and November 15, 2022, the issued and outstanding securities were as follows:

	September 30,<br> <br>2022	November 15,<br> <br>2022

| | # | # |

| Common shares issued and outstanding | 44,556,855 | 44,593,950 |

| Warrants | 8,697,550 | 8,697,550 |

| Stock options | 1,603,984 | 1,603,984 |

| Restricted share units | 652,139 | 615,044 |

| Performance share units | 891,138 | 891,879 | | Fully diluted common shares | 56,401,666 | 56,402,407 |

Critical Accounting Judgements and Estimates

The preparation of the unaudited condense interim consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the amounts reported in the unaudited condensed interim consolidated financial statements. Estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances. However, actual results may differ from those estimates included in the consolidated financial statements.

16

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

The Company’s significant accounting policies and estimates are disclosed in December 31, 2021 audited consolidated financial statements.

Financial Instruments

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and accounts receivable in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in high quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivable are subject to the credit risk of the counterparties who own and operate the mines underlying Vox’s royalty and streaming portfolio.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations and holding of cash and cash equivalents. As at September 30, 2022, the Company had cash and cash equivalents of $3,655,305 (December 31, 2021 - $5,064,802) and working capital of $3,636,005 (December 31, 2021 - $6,209,207).

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Financial instruments that impact the Company’s net income due to currency fluctuations include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, income taxes payable and derivative and other liabilities denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at September 30, 2022, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income and other comprehensive income by $506,000.

Interest rate risk

Commodity and share price risk

The Company’s royalties are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of precious and base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the Company’s future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.

Fair value of financial instruments

The fair value of derivative and other liabilities were estimated based on the assumptions disclosed in Notes 9 and 13 of the unaudited condensed interim consolidated financial statements.

·	Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

| · | Level 2 – Inputs other than quoted prices include din Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices): and |

| · | Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |

17

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

As at September 30, 2022 and December 31, 2021, the Company does not have any financial instruments measured at fair value after initial recognition, except derivative and other liabilities, which are calculated using Level 3 inputs.

The following table provides information about financial assets and liabilities measured at fair value in the unaudited condensed interim consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

As at September 30, 2022

	Level 1	Level 2	Level 3	Total

| | $ | $ | $ | $ |

Derivative and other liabilities	-	-	(698,961)	(698,961)

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at September 30, 2022 and December 31, 2021. These financial instruments are measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the unaudited condensed interim consolidated statements of loss and comprehensive loss.

	September 30,<br> <br>2022	December 31,<br> <br>2021

| | $ | $ |

| Balance, beginning of year | 3,327,672 | 1,042,642 |

| Issuance of financing warrants | - | 1,372,247 |

| Change in valuation of financing warrants | (2,142,865) | 517,971 |

| Share-based compensation expense on PSUs | (485,846) | 394,812 | | Balance, end of year | 698,961 | 3,327,672 |

Capital management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. As at September 30, 2022, the capital structure of the Company consists of $35,098,110 (December 31, 2021 - $20,709,675) of total equity, comprising of share capital, equity reserves, and deficit. The Company was not subject to any externally imposed capital requirements.

Internal Controls Over Financial Reporting

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence that: (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented. In contrast to the certificate required for non‐venture issuers under National Instrument 52‐109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52 ‐ 109”), the corresponding certificate for venture issuers does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52‐109 in Canada and under the Securities Exchange Act of 1934, as amended, in the United States. In particular, the certifying officers of the Company do not make any representations relating to the establishment and maintenance of:

i.	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii.	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

The Company’s CEO and CFO are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the corresponding certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52‐109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation, as further described under “Limitations of Controls and Procedures” below.

18

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Changes in Internal Controls

There were no changes in internal controls of the Company during the three and nine months ended September 30, 2022 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s management, including the CEO and the CFO, believe that any DC&P or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Forward-Looking Information

Certain statements contained in this MD&A may be deemed “forward looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Vox expects to occur including management’s expectations regarding Vox’s growth, results of operations, estimated future revenues, carrying value of assets, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on commodities and currency markets are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur including, without limitation, the performance of the assets of Vox, the realization of the anticipated benefits deriving from Vox’s investments and transactions, the expected developments at the assets underlying Vox’s royalties and streams and Vox’s ability to seize future opportunities. Although Vox believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Vox, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: the impact of general business and economic conditions; the absence of control over mining operations from which Vox will purchase precious metals or from which it will receive royalty or stream payments, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; the volatility of the stock market; competition; risks related to the Company’s dividend policy; epidemics, pandemics or other public health crises, including the global outbreak of the novel coronavirus, geopolitical events and other uncertainties, such as the conflict in Ukraine, and as well as those risk factors discussed in the section entitled “Risk Factors” in Vox’s AIF dated October 24, 2022 available at www.sedar.com and www.edgar.com. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Vox holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property in which Vox holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Vox cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Vox believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. This MD&A contains future-orientated information and financial outlook information (collectively, “FOFI”) about the Company’s revenues from royalties, streams and other projects which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company’s anticipated business operations. Vox disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.

19

Vox Royalty Corp.<br> <br>Management Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2022

Third-Party Market and Technical Information

Timothy J. Strong, MIMMM, of Kangari Consulting LLC and a “Qualified Person” under NI 43-101, has reviewed and approved the scientific and technical disclosure contained in this document.

20

voxr_ex995.htm EXHIBIT 99.5

FORM 52‑109F2R

CERTIFICATION OF REFILED INTERIM FILINGS

This certificate is being filed on the same date that Vox Royalty Corp. (the “issuer”) has refiled the management’s discussion & analysis (“MD&A”) for period ended September 30, 2022.

I, Kyle Floyd, Chief Executive Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: January 20, 2023

/s/ Kyle Floyd

| Kyle Floyd |

| Chief Executive Officer |

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non‑venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

voxr_ex996.htm EXHIBIT 99.6

FORM 52‑109F2R

CERTIFICATION OF REFILED INTERIM FILINGS

This certificate is being filed on the same date that Vox Royalty Corp. (the “issuer”) has refiled the management’s discussion & analysis (“MD&A”) for period ended September 30, 2022.

I, Pascal Attard, Chief Financial Officer of the issuer, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: January 20, 2023

/s/ Pascal Attard

| Pascal Attard |

| Chief Financial Officer |

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non‑venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

voxr_ex997.htm EXHIBIT 99.7

FORM 52‑109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Vox Royalty Corp. (the “issuer”) has refiled the management’s discussion & analysis (“MD&A”) for year ended December 31, 2021.

I, Kyle Floyd, Chief Executive Officer of the issuer, certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: January 20, 2023

/s/ Kyle Floyd

| Kyle Floyd |

| Chief Executive Officer |

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non‑venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

voxr_ex998.htm EXHIBIT 99.8

FORM 52‑109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Vox Royalty Corp. (the “issuer”) has refiled the management’s discussion & analysis (“MD&A”) for year ended December 31, 2021.

I, Pascal Attard, Chief Financial Officer of the issuer, certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: January 20, 2023

/s/ Pascal Attard

| Pascal Attard |

| Chief Financial Officer |

NOTE TO READER<br> <br><br> <br>In contrast to the certificate required for non‑venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

voxr_ex999.htm EXHIBIT 99.9

voxr_ex9910.htm EXHIBIT 99.10

voxr_ex9911.htm EXHIBIT 99.11

voxr_ex9912.htm EXHIBIT 99.12