Vox Royalty Corp 6-K, filed Nov 15, 2022
Vox Royalty Corp. (VOXR)
About this 6-K
Vox Royalty Corp filed this 6-K on November 15, 2022.
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 November 2022
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.
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| Vox Royalty Corp. |
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| Date: November 15, 2022 | By: | /s/ Kyle Floyd |
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| Chief Executive Officer |
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EXHIBIT INDEX
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EXHIBIT 99.1
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in United States Dollars)
VOX ROYALTY CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in United States Dollars)
| Table of Contents |
| Unaudited Condensed Interim Consolidated Statements of Financial Position |
| (Expressed in United States Dollars) |
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| As at | |
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Note | September 30, 2022 | December 31, 2021 |
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| $ | $ | |
| Assets |
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| Current assets |
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| Cash and cash equivalents |
| 3,655,305 | 5,064,802 | |
| Accounts receivable |
| 2,831,278 | 545,494 | |
| Prepaid expenses |
| 194,794 | 377,160 | |
| Investments | 4 | - | 2,150,499 | |
| Total current assets |
| 6,681,377 | 8,137,955 | |
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| Non-current assets |
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| Royalty, stream and other interests | 5 | 32,655,048 | 17,625,689 | |
| Intangible assets | 6 | 1,401,593 | 1,539,248 | |
| Restricted cash | 5 | 700,000 | - | |
| Deferred royalty acquisitions |
| 1,296 | 2,529 | |
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| Total assets |
| 41,439,314 | 27,305,421 | |
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| Liabilities |
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| Current liabilities |
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| Accounts payable and accrued liabilities | 7 | 1,643,310 | 1,129,807 | |
| Dividends payable |
| 445,940 | - | |
| Income taxes payable |
| 663,701 | 395,331 | |
| Derivative and other liabilities | 10 | 292,421 | 403,610 | |
| Total current liabilities |
| 3,045,372 | 1,928,748 | |
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| Non-current liabilities |
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| Derivative and other liabilities | 10 | 406,540 | 2,924,062 | |
| Deferred taxes payable |
| 2,889,292 | 1,742,936 | |
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| Total liabilities |
| 6,341,204 | 6,595,746 | |
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| Equity |
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| Share capital | 8 | 56,510,657 | 43,648,023 | |
| Equity reserves | 9 | 3,100,006 | 1,163,397 | |
| Deficit |
| (24,512,553) | (24,101,745) | |
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| Total equity |
| 35,098,110 | 20,709,675 | |
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| Total liabilities and equity |
| 41,439,314 | 27,305,421 | |
Commitments and contingencies (Note 14)
Subsequent events (Note 19)
Approved by the Board of Directors on November 15, 2022
| Signed “Kyle Floyd” , Director |
| Signed “Robert Sckalor” , Director |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 1 |
| Table of Contents |
| Unaudited Condensed Interim Consolidated Statements of Income and Comprehensive Income |
| For the nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
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Note | Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
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| $ | $ | $ | $ |
| Revenue |
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| Royalty revenue |
| 3,181,574 | 1,223,493 | 6,088,263 | 3,077,503 |
| Other revenue |
| - | - | 315,084 | - |
| Total revenue | 16 | 3,181,574 | 1,223,493 | 6,403,347 | 3,077,503 |
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| Cost of sales |
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| Depletion | 5 | (718,567) | (276,782) | (1,331,169) | (598,034) |
| Gross profit |
| 2,463,007 | 946,711 | 5,072,178 | 2,479,469 |
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| Operating expenses |
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| General and administration | 11, 13 | (1,280,053) | (931,635) | (3,816,731) | (3,308,581) |
| Share-based compensation | 9, 10, 13 | (403,143) | (519,767) | (795,151) | (909,559) |
| Total operating expenses |
| (1,683,196) | (1,451,402) | (4,611,882) | (4,218,140) |
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| Income (loss) from operations |
| 779,811 | (504,691) | 460,296 | (1,738,671) |
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| Other income (expenses) |
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| Realized loss on investments | 4 | - | - | (604,574) | - |
| Unrealized loss on investments | 4 | - | (16,977) | - | (16,977) |
| Gain on royalty, stream and other interests |
| - | - | - | 2,030,700 |
| Other income (expenses) | 12 | 152,822 | (729,716) | 1,854,454 | (86,159) |
| Income (loss) before income taxes |
| 932,633 | (1,251,384) | 1,710,176 | 188,893 |
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| Income tax expense | 17 | (848,693) | - | (1,434,059) | - |
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| Net income (loss) and comprehensive income (loss) |
| 83,940 | (1,251,384) | 276,117 | 188,893 |
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| Weighted average number of shares outstanding |
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| Basic |
| 44,405,490 | 39,572,048 | 41,855,991 | 37,369,340 |
| Diluted |
| 44,405,490 | 39,572,048 | 41,899,674 | 37,369,340 |
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| Income (loss) per share |
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| Basic |
| 0.00 | (0.03) | 0.01 | 0.01 |
| Diluted |
| 0.00 | (0.03) | 0.01 | 0.01 |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 2 |
| Table of Contents |
| Unaudited Condensed Interim Consolidated Statements of Changes in Equity |
| For the nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
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| Number of Shares | Share Capital | Additional Paid-in Capital | Equity Reserves | Deficit | Total Equity |
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| # | $ | $ | $ | $ | $ |
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| (Note 8) | (Note 8) | (Note 8) | (Note 9) |
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| Balance, December 31, 2020 | 32,412,324 | 3,241 | 29,147,603 | 3,878,964 | (19,112,235) | 13,917,573 |
| Share issuance for cash | 5,615,766 | 562 | 11,981,692 | - | - | 11,982,254 |
| Share issue costs | - | - | (984,132) | - | - | (984,132) |
| Shares issued for acquisition of royalties | 252,878 | 25 | 636,826 | - | - | 636,851 |
| Exercise of RSUs | 1,815,369 | 206,608 | 3,472,193 | (3,678,801) | - | - |
| Share redemption (normal course issuer bid) | (735,200) | (138,445) | (690,980) | - | (884,246) | (1,713,671) |
| Transfer of additional paid-in-capital on continuance from Cayman Islands to Ontario | - | 43,563,202 | (43,563,202) | - |
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| Share-based compensation | - | - | - | 711,218 | - | 711,218 |
| Net income and comprehensive income | - | - | - | - | 188,893 | 188,893 |
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| Balance, September 30, 2021 | 39,361,137 | 43,635,193 | - | 911,381 | (19,807,588) | 24,738,986 |
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| Balance, December 31, 2021 | 39,379,199 | 43,648,023 | - | 1,163,397 | (24,101,745) | 20,709,675 |
| Shares issued for acquisition of royalties | 4,950,517 | 12,043,516 | - | 1,183,086 | - | 13,226,602 |
| Share issue costs | - | (27,548) | - | - | - | (27,548) |
| Dividends declared (Note 8) | - | - | - | - | (445,940) | (445,940) |
| Exercise of RSUs | 193,105 | 395,926 | - | (395,926) | - | - |
| Exercise of warrants | 226,234 | 663,970 | - | (131,548) | - | 532,422 |
| Share redemption (normal course issuer bid) | (192,200) | (213,230) | - | - | (240,985) | (454,215) |
| Share-based compensation | - | - | - | 1,280,997 | - | 1,280,997 |
| Net income and comprehensive income | - | - | - | - | 276,117 | 276,117 |
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| Balance, September 30, 2022 | 44,556,855 | 56,510,657 | - | 3,100,006 | (24,512,553) | 35,098,110 |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 3 |
| Table of Contents |
| Unaudited Condensed Interim Consolidated Statements of Cash Flows |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
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| Note | Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
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| $ | $ | $ | $ |
| Cash flows from operating activities |
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| Net income (loss) for the period |
| 83,940 | (1,251,384) | 276,117 | 188,893 |
| Adjustments for: |
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| Fair value change of embedded derivatives | 10 | (289,670) | 614,496 | (2,142,865) | 73,104 |
| Deferred tax expense | 17 | 814,853 | - | 1,146,356 | - |
| Foreign exchange (loss) gain on cash and cash equivalents |
| (48,606) | (78,864) | (107,801) | 137,522 |
| Gain on royalty, stream and other interests |
| - | - | - | (2,030,700) |
| Share-based compensation | 9, 10 | 403,143 | 519,767 | 795,151 | 909,559 |
| Amortization | 6 | 45,885 | 45,885 | 137,655 | 137,655 |
| Depletion | 5 | 718,567 | 276,782 | 1,331,169 | 598,034 |
| Realized loss on investments | 4 | - | - | 604,574 | - |
| Unrealized loss on investments | 4 | - | 16,977 | - | 16,977 |
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| 1,728,112 | 143,659 | 2,040,356 | 31,044 |
| Changes in non-cash working capital: |
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| Accounts receivable |
| (1,236,288) | 1,082,310 | (2,491,143) | (267,163) |
| Prepaid expenses |
| 104,972 | 13,902 | 182,366 | 39,702 |
| Accounts payable and accrued liabilities |
| 344,509 | 106,232 | 351,503 | 543,040 |
| Income tax liability |
| 24,801 | - | 268,370 | - |
| Net cash flows from operating activities |
| 966,106 | 1,346,103 | 351,452 | 346,623 |
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| Cash flows from (used in) investing activities |
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| Acquisition of royalties | 5 | (36,578) | (1,021,553) | (4,180,843) | (9,363,369) |
| Pre-acquisition royalty revenues | 5 | 1,414,276 | - | 1,414,276 | - |
| Restricted cash | 5 | - | - | (700,000) | - |
| Deferred royalty acquisitions |
| (1,296) | - | 1,233 | 15,218 |
| Proceeds from sale of investments | 4 | - | - | 1,545,925 | - |
| Net cash flows from (used in) investing activities |
| 1,376,402 | (1,021,553) | (1,919,409) | (9,348,151) |
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| Cash flows from (used in) financing activities |
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| Share issuance | 8 | - | - | - | 13,354,501 |
| Share redemption (normal course issuer bid) | 8 | (268,351) | (1,022,664) | (454,215) | (1,713,671) |
| Share issue costs | 8 | - | (18,121) | (27,548) | (984,132) |
| Exercise of warrants |
| - | - | 532,422 | - |
| Net cash flows from (used in) financing activities |
| (268,351) | (1,040,785) | 50,659 | 10,656,698 |
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| Increase (decrease) in cash and cash equivalents |
| 2,074,157 | (716,235) | (1,517,298) | 1,655,170 |
| Impact of foreign exchange on cash and cash equivalents |
| 48,606 | 78,864 | 107,801 | (137,522) |
| Cash and cash equivalents, beginning of the period |
| 1,532,542 | 5,308,977 | 5,064,802 | 3,153,958 |
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| Cash and cash equivalents, end of the period |
| 3,655,305 | 4,671,606 | 3,655,305 | 4,671,606 |
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| Supplemental cash flow information (Note 15) |
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See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 4 |
| Table of Contents |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 1. | Nature of operations |
Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on February 20, 2018. The Company’s registered office is 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, ON, M5K 1E6, Canada. The Company’s common shares trade on the TSX Venture Exchange under the ticker symbol “VOX”, and on the Nasdaq Stock Market under the ticker symbol “VOXR”.
Vox is a mining royalty company focused on accretive acquisitions on a net asset value and cash flow per share basis, with a particular emphasis on return of investment. Approximately 80% of the 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.
| 2. | Basis of preparation |
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| (a) | Statement of compliance |
These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS34”), as issued by the International Accounting Standards Board (“IASB”) and apply the same accounting policies and application as disclosed in the annual financial statements for the year ended December 31, 2021. They do not include all of the information and disclosures required by IFRS for annual statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited condensed interim consolidated financial statements. Operating results for the period ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2022. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2021.
These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on November 15, 2022.
| (b) | Basis of presentation |
These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments, which have been measured at fair value. These unaudited condensed interim consolidated financial statements are presented in United States dollars, unless otherwise indicated.
| (c) | Principles of consolidation |
These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its three wholly-owned subsidiaries, SilverStream SEZC (Cayman Islands), Vox Royalty Australia Pty Ltd. (Australia) and Vox Royalty Canada Ltd. (Ontario, Canada).
Subsidiaries are fully consolidated from the date the Company obtains control and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances, transactions, revenues and expenses have been eliminated on consolidation.
| (d) | Currency translation |
Functional and presentation currency
These unaudited condensed interim consolidated financial statements are presented in United States dollars (“$”), which is also the functional currency of the Company and all of its subsidiaries. All amounts have been rounded to the nearest dollar, unless otherwise noted.
| (e) | 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”)
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.
| 5 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 3. | Significant judgments, estimates and assumptions |
The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the unaudited condensed interim consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The unaudited condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences.
The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements were the same as those applied to the Company’s annual financial statements for the year ended December 31, 2021.
| 4. | Investments |
Investment activity for the nine months ended September 30, 2022
During the nine months ended September 30, 2022, the Company sold 7,270,408 common shares of Electric for total cash proceeds of C$1,965,934 ($1,545,925). The total realized loss on investment was $604,574. As at September 30, 2022, the Company holds Nil shares in Electric.
| 5. | Royalty, stream and other interests |
As at and for the nine months ended September 30, 2022:
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| Cost | Accumulated Depletion |
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Royalty |
Country |
Opening |
Additions |
Disposal |
Ending |
Opening |
Depletion |
Disposal |
Ending | Carrying Amount | |
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| $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Wonmunna | Australia | - | 14,527,467 | - | 14,527,467 | - | (538,676) | - | (538,676) | 13,988,791 | |
| Janet Ivy | Australia | 2,494,285 | - | - | 2,494,285 | (29,633) | - | - | (29,633) | 2,464,652 | |
| Koolyanobbing | Australia | 2,487,741 | 161,997 | - | 2,649,738 | (797,157) | (381,855) | - | (1,179,012) | 1,470,726 | |
| South Railroad | USA | 2,316,757 | - | - | 2,316,757 | (37,581) | (6,184) | - | (43,765) | 2,272,992 | |
| Limpopo | South Africa | - | 1,150,828 | - | 1,150,828 | - | - | - | - | 1,150,828 | |
| Bowdens | Australia | 1,130,068 | - | - | 1,130,068 | - | - | - | - | 1,130,068 | |
| Bullabulling | Australia | 953,349 | - | - | 953,349 | - | - | - | - | 953,349 | |
| Brits | South Africa | 764,016 | - | - | 764,016 | - | - | - | - | 764,016 | |
| Otto Bore | Australia | 583,612 | - | - | 583,612 | - | - | - | - | 583,612 | |
| Segilola | Nigeria | 706,425 | - | - | 706,425 | (18,587) | (377,985) | - | (396,572) | 309,853 | |
| Lynn Lake (MacLellan) | Canada | 873,088 | - | - | 873,088 | - | - | - | - | 873,088 | |
| Bulong | Australia | 544,957 | - | - | 544,957 | - | - | - | - | 544,957 | |
| Dry Creek | Australia | 475,723 | - | - | 475,723 | (70,767) | (13,928) | - | (84,695) | 391,028 | |
| Sulfur Springs/ Kangaroo Caves | Australia | 467,983 | - | - | 467,983 | - | - | - | - | 467,983 | |
| Pedra Branca | Brazil | 450,131 | - | - | 450,131 | - | - | - | - | 450,131 | |
| Ashburton | Australia | 355,940 | - | - | 355,940 | - | - | - | - | 355,940 | |
| Anthiby Well | Australia | 311,742 | - | - | 311,742 | - | - | - | - | 311,742 | |
| Brauna | Brazil | 262,328 | - | - | 262,328 | (37,101) | (12,541) | - | (49,642) | 212,686 | |
| Montanore | USA | 61,572 | - | - | 61,572 | - | - | - | - | 61,572 | |
| Uley | Australia | 212,393 | - | - | 212,393 | - | - | - | - | 212,393 | |
| Mt Ida | Australia | 210,701 | - | - | 210,701 | - | - | - | - | 210,701 | |
| Other | Australia | 1,393,686 | - | - | 1,393,686 | - | - | - | - | 1,393,686 | |
| Other | Peru | 1,500,000 | 45,609 | - | 1,545,609 | - | - | - | - | 1,545,609 | |
| Other | Canada | 60,018 | 474,627 | - | 534,645 | - | - | - | - | 534,645 | |
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| Total |
| 18,616,515 | 16,360,528 | - | 34,977,043 | (990,826) | (1,331,169) | - | (2,321,995) | 32,655,048 | |
| 6 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
As at and for the year ended December 31, 2021:
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| Cost | Accumulated Depletion |
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|
Royalty |
Country |
Opening |
Additions |
Disposal |
Ending |
Opening |
Depletion |
Disposal |
Ending | Carrying Amount | ||
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| $ | $ | $ | $ | $ | $ | $ | $ | $ | ||
| Janet Ivy | Australia | - | 2,494,285 | - | 2,494,285 | - | (29,633) | - | (29,633) | 2,464,652 | ||
| Koolyanobbing | Australia | 1,130,010 | 1,357,731 | - | 2,487,741 | - | (797,157) | - | (797,157) | 1,690,584 | ||
| South Railroad | USA | - | 2,316,757 | - | 2,316,757 | - | (37,581) | - | (37,581) | 2,279,176 | ||
| Bowdens | Australia | 1,130,068 | - | - | 1,130,068 | - | - | - | - | 1,130,068 | ||
| Bullabulling | Australia | - | 953,349 | - | 953,349 | - | - | - | - | 953,349 | ||
| Brits | South Africa | 764,016 | - | - | 764,016 | - | - | - | - | 764,016 | ||
| Otto Bore | Australia | - | 583,612 | - | 583,612 | - | - | - | - | 583,612 | ||
| Segilola | Nigeria | 706,425 | - | - | 706,425 | - | (18,587) | - | (18,587) | 687,838 | ||
| Lynn Lake (MacLellan) | Canada | - | 873,088 | - | 873,088 | - | - | - | - | 873,088 | ||
| Bulong | Australia | 544,957 | - | - | 544,957 | - | - | - | - | 544,957 | ||
| Dry Creek | Australia | 475,723 | - | - | 475,723 | (9,338) | (61,429) | - | (70,767) | 404,956 | ||
| Sulfur Springs/ Kangaroo Caves | Australia | 467,983 | - | - | 467,983 | - | - | - | - | 467,983 | ||
| Pedra Branca | Brazil | 450,131 | - | - | 450,131 | - | - | - | - | 450,131 | ||
| Ashburton | Australia | 355,940 | - | - | 355,940 | - | - | - | - | 355,940 | ||
| Anthiby Well | Australia | 311,742 | - | - | 311,742 | - | - | - | - | 311,742 | ||
| Brauna | Brazil | 262,328 | - | - | 262,328 | (11,498) | (25,603) | - | (37,101) | 225,227 | ||
| Montanore | USA | - | 61,572 | - | 61,572 | - | - | - | - | 61,572 | ||
| Uley | Australia | 212,393 | - | - | 212,393 | - | - | - | - | 212,393 | ||
| Mt Ida | Australia | 210,701 | - | - | 210,701 | - | - | - | - | 210,701 | ||
| Graphmada | Madagascar | 188,437 | - | (188,437) | - | - | (2,602) | 2,602 | - | - | ||
| Other | Australia | 1,173,883 | 302,758 | (82,955) | 1,393,686 | - | - | - | - | 1,393,686 | ||
| Other | Peru | 500,000 | 1,000,000 | - | 1,500,000 | - | - | - | - | 1,500,000 | ||
| Other | Canada | - | 60,018 | - | 60,018 | - | - | - | - | 60,018 | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
| Total |
| 8,884,737 | 10,003,170 | (271,392) | 18,616,515 | (20,836) | (972,592) | 2,602 | (990,826) | 17,625,689 | ||
Total royalty, stream and other interests include carrying amounts in the following countries:
|
| September 30 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Australia | 24,479,628 | 10,724,623 |
| USA | 2,334,564 | 2,340,748 |
| South Africa | 1,914,844 | 764,016 |
| Canada | 1,407,733 | 933,106 |
| Brazil | 662,817 | 675,358 |
| Nigeria | 309,853 | 687,838 |
| Peru | 1,545,609 | 1,500,000 |
|
|
|
|
|
| 32,655,048 | 17,625,689 |
Royalty acquisitions for the nine months ended September 30, 2022
Limpopo
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 was $1,139,628, 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. As at September 30, 2022, these additional amounts have not been recorded in the statement of financial position, as the production milestones have not been achieved.
Wonmunna
On May 26, 2022, Vox completed the acquisition of a producing royalty over the Wonmunna iron ore mine (“Wonmunna”) from a private company. The royalty is a 1.25% to 1.50% sliding scale Gross Revenue Royalty (“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.
| 7 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
The total upfront consideration paid on May 26, 2022 was $15,703,991, broken down as follows:
|
| - | Cash of $4,050,000 (inclusive of a $50,000 deposit paid prior to closing); |
|
| - | Issuance of 4,350,000 common shares of the Company, valued at $10,470,905; |
|
| - | Issuance of 3,600,000 common share purchase warrants of the Company. Each whole warrant is exercisable to acquire one common share at a price of C$4.50, expiring March 25, 2024. The fair value of the warrants on the issuance date was $1,183,086. The fair value of the warrants is based on the Black-Scholes valuation model (“BSM”) option pricing model with the following assumptions: stock price C$3.09 ($2.41), expected dividend yield – 0%, expected volatility – 46%, risk-free interest rate – 2.53% and an expected life of 1.83 years; and |
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.
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.
Gold Portfolio
On June 3, 2022, Vox completed the acquisition of two royalties from an individual prospector residing in Canada, along with all personal rights held to a third potential royalty. The royalties include a 1.0% Net Smelter Royalty (“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 was a cash payment of $79,499.
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. This payment was settled on September 7, 2022, with the issuance of 173,058 common shares for total consideration of $387,816; |
|
| - | 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. |
As at September 30, 2022, the additional amounts related to January 2023 and December 2023 have not been recorded in the statement of financial position, as the conditions have not yet been met.
El Molino
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 royalty (“El Molino”). The upfront consideration issued was $45,167, 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. As at September 30, 2022, this additional amount has not been recorded in the statement of financial position, as the registration of the El Molino royalty rights has not been completed.
Koolyanobbing
On September 30, 2022, the Company recorded a liability relating to the first contingent milestone payment owing on 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 ($161,997) is due upon the achievement of a specific cumulative tonnage achieved, which was reached during the three months ended September 30, 2022.
| 6. | Intangible assets |
|
| Database |
|
| $ |
| Cost at: |
|
| December 31, 2021 | 1,837,500 |
| Additions | - |
| September 30, 2022 | 1,837,500 |
|
|
|
| Accumulated amortization at: |
|
| December 31, 2021 | 298,252 |
| Additions | 137,655 |
| September 30, 2022 | 435,907 |
|
|
|
| Net book value at: |
|
| December 31, 2021 | 1,539,248 |
| September 30, 2022 | 1,401,593 |
| 8 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 7. | Accounts payable and accrued liabilities |
|
| September 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Trade payable | 367,031 | 196,198 |
| GST payable | 366,104 | 150,832 |
| Accrued liabilities | 910,175 | 782,777 |
|
|
|
|
|
| 1,643,310 | 1,129,807 |
| 8. | Share capital |
Authorized
The authorized share capital of the Company is an unlimited number of common shares without par value.
The number of common shares issued and outstanding as at September 30, 2022 and at December 31, 2021 is as follows:
|
| September 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Issued and outstanding: 44,556,855 (December 31, 2021: 39,379,199) common shares | 56,510,657 | 43,648,023 |
Share issuances for the nine months ended September 30, 2022
On April 27, 2022, the Company issued 409,500 common shares for the purchase of the Limpopo royalties, for total consideration of $1,139,628.
On May 26, 2022, the Company issued 4,350,000 common shares for the purchase of the Wonmunna royalty, for total consideration of $10,470,905.
On June 9, 2022, the Company issued 17,959 common shares for the purchase of the El Molino royalty, for total consideration of $45,167.
On September 7, 2022, the Company issued 173,058 common shares as a first milestone payment related to the gold royalty portfolio, for total consideration of $387,816.
On November 18, 2021, the Company renewed its normal course issuer bid (“NCIB”), allowing the Company to purchase up to 1,968,056 common shares from time to time during the period of November 19, 2021 through November 18, 2022. During the nine months ended September 30, 2022, the Company purchased and cancelled 192,200 common shares, purchased at an average share price of C$3.03. The value was allocated $213,230 to share capital and $240,985 to deficit. See Note 19 for the renewal of the NCIB.
Dividends
On September 20, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.01 per common share to shareholders of record as of the close of business on October 21, 2022. Total dividends of $445,940 was paid on November 4, 2022.
| 9. | Equity reserves |
Warrants
The following summarizes the warrant activity for the nine months ended September 30, 2022 and 2021:
|
| September 30, 2022 | September 30, 2021 | ||
|
| Number | Weighted average exercise price | Number | Weighted average exercise price |
|
| # | C$ | # | C$ |
| Outstanding, beginning of period | 251,762 | 3.00 | 272,341 | 3.00 |
| Granted | 3,600,000 | 4.50 | - | - |
| Exercised | (226,234) | 3.00 | - | - |
| Expired | (25,528) | 3.00 | - | - |
|
|
|
|
|
|
| Outstanding, end of period | 3,600,000 | 4.50 | 272,341 | 3.00 |
|
|
|
|
|
|
| Exercisable, end of period | 3,600,000 | 4.50 | 272,341 | 3.00 |
| 9 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
The following table summarizes information of warrants outstanding and exercisable as at September 30, 2022:
|
|
|
|
|
|
Expiry date | Number of warrants outstanding |
Exercise price | Weighted average remaining contractual life |
|
| # | C$ | Years |
| March 25, 2024 | 3,600,000 | 4.50 | 1.48 |
|
|
|
|
|
|
| 3,600,000 | 4.50 | 1.48 |
See Note 10 for additional warrants classified under derivative and other liabilities.
The Company used the BSM to estimate the grant date fair value of warrants granted during the period using the following weighted average assumptions:
|
| Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
| Expected stock price volatility | 46% | N/A |
| Risk-free interest rate | 2.53% | N/A |
| Expected life | 1.83 years | N/A |
| Grant date share price | $ 2.41 | N/A |
| Expected forfeiture rate | - | N/A |
| Expected dividend yield | - | N/A |
See Note 5 for warrants issuance as part of the acquisition of the Wonmunna royalty.
Options
The Company maintains an omnibus long-term incentive plan dated May 19, 2020 (the “Plan”) whereby certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The maximum number of common shares that are issuable under the Plan is fixed at 20% of the number of common shares issued and outstanding as of May 19, 2020. As at September 30, 2022, the maximum number of common shares that are issuable under the Plan is 6,413,750. The exercise price and vesting terms are determined by the Board of Directors.
The following table summarizes the stock option activity for the nine months ended September 30, 2022 and 2021:
|
| September 30, 2022 | September 30, 2021 | ||
|
| Number | Weighted average exercise price | Number | Weighted average exercise price |
|
| # | C$ | # | $ |
| Outstanding, beginning of period | 799,826 | 3.25 | 6,000 | 3.50 |
| Granted | 804,158 | 4.16 | 819,826 | 3.27 |
| Expired | - | - | (26,000) | 3.88 |
|
|
|
|
|
|
| Outstanding, end of period | 1,603,984 | 3.71 | 799,826 | 3.25 |
|
|
|
|
|
|
| Exercisable, end of period | 600,954 | 3.55 | - | - |
The following table summarizes information of stock options outstanding as at September 30, 2022:
|
|
| Options Outstanding | Options Exercisable | ||
|
Expiry date | Exercise price | Number of options outstanding | Weighted average remaining contractual life | Number of options exercisable | Weighted average remaining contractual life |
|
| C$ | # | Years | # | Years |
| June 30, 2026 | 3.25 | 799,826 | 3.75 | 399,914 | 3.75 |
| March 9, 2027 | 4.16 | 804,158 | 4.44 | 201,040 | 4.44 |
|
|
|
|
|
|
|
|
|
| 1,603,984 | 4.10 | 600,954 | 3.98 |
| 10 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
The Company used the BSM to estimate the grant date fair value of stock options granted during the period using the following weighted average assumptions:
|
| Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
| Expected stock price volatility | 35% | 36% |
| Risk-free interest rate | 1.65% | 0.96% |
| Expected life | 5 years | 4.91 years |
| Grant date share price | $ 3.09 | $ 2.62 |
| Expected forfeiture rate | - | - |
| Expected dividend yield | - | - |
During the nine months ended September 30, 2022, 804,158 stock options were granted and vest in 25% increments on each of September 9, 2022, March 9, 2023, September 9, 2023 and March 9, 2024.
In making assumptions for expected volatility, the Company used the industry average as sufficient historical data was not available for the Company’s stock price.
Restricted Share Unit Plan
The Plan provides that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants, non-transferable RSUs based on the value of the Company’s share price at the date of grant. The Board of Directors has the discretion to issue cash or equity settle the vested RSUs. The RSUs issued were treated as equity-settled instruments and measured at the grant date fair value because the Company does not have a present obligation to settle the issued RSUs in cash.
During the nine months ended September 30, 2022, 263,548 RSUs were granted and vest in 25% increments on each of September 9, 2022, March 9, 2023, September 9, 2023 and March 9, 2024.
The share-based compensation expense related to the RSUs will be recorded over the vesting period.
The following summarizes the RSU activity for the nine months ended September 30, 2022 and 2021:
|
| September 30, 2022 | September 30, 2021 | ||
|
| Number | Weighted average fair value | Number | Weighted average fair value |
|
| # | $ | # | $ |
| Outstanding, beginning of period | 581,696 | 2.13 | 2,124,906 | 2.04 |
| Granted | 263,548 | 3.01 | 292,842 | 2.16 |
| Exercised | (193,105) | 2.05 | (1,815,369) | 2.03 |
|
|
|
|
|
|
| Outstanding, end of period | 652,139 | 2.51 | 602,379 | 2.13 |
|
|
|
|
|
|
| Vested, end of period | 198,688 | 2.49 | 12,901 | 2.40 |
| 10. | Derivative and other liabilities |
The following summarizes the derivative and other liabilities balance:
|
| September 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Warrants | 502,663 | 2,645,528 |
| PSUs | 196,298 | 682,144 |
|
| 698,961 | 3,327,672 |
| Less: current portion | 292,421 | 403,610 |
|
|
|
|
| Non-current portion | 406,540 | 2,924,062 |
| 11 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
Warrants
The following summarizes the warrant activity for nine months ended September 30, 2022 and 2021:
|
| September 30, 2022 | September 30, 2021 | ||
|
| Number | Weighted average exercise price | Number | Weighted average exercise price |
|
| # | C$ | # | C$ |
| Outstanding, beginning of period | 5,097,550 | 4.50 | 2,289,667 | 4.50 |
| Granted | - | - | 2,807,883 | 4.50 |
|
|
|
|
|
|
| Outstanding, end of period | 5,097,550 | 4.50 | 5,097,550 | 4.50 |
|
|
|
|
|
|
| Exercisable, end of period | 5,097,550 | 4.50 | 5,097,550 | 4.50 |
The following table summarizes information of warrants outstanding and exercisable as at September 30, 2022:
|
|
|
|
|
|
Expiry date | Number of warrants outstanding | Exercise price | Weighted average remaining contractual life |
|
| # | C$ | Years |
| May 14, 2023 | 2,289,667 | 4.50 | 0.62 |
| March 25, 2024 | 2,807,883 | 4.50 | 1.48 |
|
|
|
|
|
|
| 5,097,550 | 4.50 | 1.10 |
The Company used the BSM to estimate the grant date fair value of warrants during the period using the following weighted average assumptions:
|
| Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
| Expected stock price volatility | 36% | 51% |
| Risk-free interest rate | 3.76% | 0.61% |
| Expected life | 1.10 years | 2.10 years |
| Grant date share price | $ 2.18 | $ 1.96 |
| Expected forfeiture rate | - | - |
| Expected dividend yield | - | - |
On February 3, 2021, the Company held a Warrant Holder Meeting (“Meeting”). At the Meeting, the holders of 2,289,667 common share purchase warrants that were originally set to expire on May 14, 2022 (“Warrants”), unanimously voted in favour to amend the Warrants to (a) remove the compulsory call option held by the Company, and (b) in conjunction with the foregoing, extend the term of the Warrants by 12 months, such that the warrants will now expire on May 14, 2023.
Performance Share Unit Plan
The Plan provides that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants, non-transferable Performance Share Units (“PSUs”) based on the value of the Company’s share price at the date of grant. The Board of Directors has the discretion to issue cash or equity settle the vested PSUs. The PSUs issued were treated as derivative instruments because the number of shares to be eventually issued is based on a percentage of the common shares outstanding at the time the performance hurdle is met. The share-based compensation expense will be recorded over the vesting period, which is the date that specific share price hurdles are met.
| 12 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
The following summarizes the PSU activity for the nine months ended September 30, 2022 and 2021:
|
| September 30, 2022 | September 30, 2021 | ||
|
|
Number | Weighted average fair value |
Number | Weighted average fair value |
|
| # | $ | # | $ |
| Outstanding, beginning of period | 787,584 | 1.36 | 648,246 | 1.36 |
| Increase for the period | 103,554 | 0.30 | 138,976 | 0.79 |
|
|
|
|
|
|
| Outstanding, end of period | 891,138 | 0.30 | 787,222 | 1.26 |
|
|
|
|
|
|
| Vested, end of period | - | - | - | - |
The Company used the Monte Carlo simulation model to estimate the grant date fair value of PSUs during the period using the following weighted average assumptions:
|
| Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
| Expected stock price volatility | 41% | 51% |
| Risk-free interest rate | 3.84% | 0.56% |
| Expected life | 0.90 years | 1.16 years |
| Grant date share price | C$ 2.93 | C$ 3.15 |
| Expected forfeiture rate | - | - |
| Expected dividend yield | - | - |
| 11. | General and administration |
The Company’s general and administrative expenses incurred for three and nine months ended September 30, 2022 and 2021 are as follows:
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
|
| $ | $ | $ | $ |
| Corporate administration | 352,698 | 361,216 | 1,110,565 | 908,463 |
| Nasdaq listing costs | 118,605 | - | 264,503 | - |
| Professional fees | 168,416 | 89,034 | 433,938 | 560,386 |
| Salaries and benefits | 594,449 | 435,500 | 1,870,070 | 1,702,077 |
| Depreciation | 45,885 | 45,885 | 137,655 | 137,655 |
|
|
|
|
|
|
|
| 1,280,053 | 931,635 | 3,816,731 | 3,308,581 |
| 12. | Other income |
The Company’s other income earned for the three and nine months ended September 30, 2022 and 2021 are as follows:
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
|
| $ | $ | $ | $ |
| Fair value change of embedded derivatives | 289,670 | (614,496) | 2,142,865 | (73,104) |
| Transaction costs related to Offering (Note 8) | - | - | - | (111,715) |
| Foreign exchange gain (expense) | (158,180) | (118,024) | (321,160) | 86,670 |
| Interest income | 21,332 | 2,804 | 32,749 | 9,990 |
|
|
|
|
|
|
|
| 152,822 | (729,716) | 1,854,454 | (86,159) |
| 13 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 13. | Related party transactions |
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company.
The remuneration of directors and other members of key management personnel during the three and nine months ended September 30, 2022 and 2021 are as follows:
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 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 |
| 14. | 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 to September 30, 2023 |
|
| $ |
| Leases | 12,980 |
| Consulting agreements | 15,389 |
|
|
|
|
| 28,369 |
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 | $ |
| Limpopo(1) | 6,493,033 |
| Janet Ivy(1) | 1,943,970 |
| Goldlund(1) | 875,465 |
| Brits(1) | 1,250,000 |
| Bullabulling(2) | 647,990 |
| Koolyanobbing | 323,995 |
| El Molino | 450,000 |
| Uley(1) | 142,558 |
|
|
|
|
| 12,127,011 |
(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.
| 14 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 15. | Supplemental cash flow information |
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
|
| $ | $ | $ | $ |
| Change in accrued royalty acquisition costs | 132,732 | (1,000,000) | 161,998 | - |
| Change in accrued deferred royalty acquisitions | - | - | - | (22,479) |
| Change in accrued share issue costs | - | (14,697) | - | - |
| Change in accrued dividends | 445,940 | - | 445,940 | - |
| Change in accounts receivable related to Wonmunna pre-acquisition royalty revenues |
1,619,635 |
- |
205,359 |
- |
| Share issuance for royalty acquisition costs | 387,816 | - | 12,043,516 | 636,851 |
| Warrants issuance for royalty acquisition costs | - | - | 1,183,086 | - |
| 16. | Segment information |
For the nine months ended September 30, 2022 and 2021, the Company operated in one reportable segment being the acquisition of royalty interests.
For the three and nine months ended September 30, 2022 and 2021, revenues generated from each geographic location is as follows:
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
|
| $ | $ | $ | $ |
| Australia | 2,297,881 | 1,204,530 | 4,165,098 | 2,972,638 |
| Nigeria | 866,526 | - | 1,872,736 | - |
| Canada | - | - | 315,084 | - |
| Brazil | 17,167 | 18,963 | 34,924 | 49,946 |
| USA | - | - | 15,505 | - |
| Madagascar | - | - | - | 54,919 |
|
|
|
|
|
|
| Total | 3,181,574 | 1,223,493 | 6,403,347 | 3,077,503 |
The Company has the following non-current assets in eight geographic locations:
|
| September 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Australia | 25,180,924 | 10,724,623 |
| USA | 2,334,564 | 2,340,748 |
| South Africa | 1,914,844 | 764,016 |
| Peru | 1,545,609 | 1,500,000 |
| Canada | 1,407,733 | 933,106 |
| Cayman Islands | 1,401,593 | 1,541,777 |
| Brazil | 662,817 | 675,358 |
| Nigeria | 309,853 | 687,838 |
|
|
|
|
| Total | 34,757,937 | 19,167,466 |
| 17. | Income taxes |
|
| Three months ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 2021 |
|
| $ | $ | $ | $ |
| Current tax expense | 33,840 | - | 287,703 | - |
| Deferred tax expense | 814,853 | - | 1,146,356 | - |
|
|
|
|
|
|
| Income tax expense | 848,693 | - | 1,434,059 | - |
| 15 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
| 18. | 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 nine months ended September 30, 2022 and the year ended December 31, 2021.
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
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 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.
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 receivables, accounts payable and accrued liabilities, and income tax liabilities on the unaudited condensed interim consolidated statements of financial position approximate fair value because of the limited term of these instruments.
The fair value of the derivative and other liabilities were estimated based on the assumptions disclosed in Note 10.
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 included in 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). |
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 estimated using Level 3 inputs.
| 16 |
| Table of Contents |
| Vox Royalty Corp. |
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| For the three and nine months ended September 30, 2022 and 2021 |
| (Expressed in United States Dollars) |
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) |
|
|
|
|
|
|
|
| - | - | (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 income and comprehensive income.
|
| September 30, 2022 | December 31, 2021 |
|
| $ | $ |
| Balance, beginning of year | 3,327,672 | 1,042,642 |
| Issuance of Offering warrants (Note 10) | - | 1,372,247 |
| Change in valuation of financing warrants (Note 10) | (2,142,865) | 517,971 |
| Share-based compensation expense on PSUs (Note 10) | (485,846) | 394,812 |
|
|
|
|
| Balance, end of period | 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.
| 19. | Subsequent events |
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.
On November 7, 2022, the Company submitted 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.
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.
| 17 |
EXHIBIT 99.2
MANAGEMENT DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| 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.
Table of Contents
| Effective Date |
| 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 |
| 8 |
| Asset Portfolio |
| 9 |
| Summary of Quarterly Results |
| 12 |
| Liquidity and Capital Resources |
| 14 |
| Off-Balance Sheet Arrangements |
| 14 |
| Commitments and Contingencies |
| 14 |
| Related Party Transactions |
| 15 |
| Changes in Accounting Policies |
| 15 |
| Recent Accounting Pronouncements |
| 15 |
| Outstanding Share Data |
| 16 |
| Critical Accounting Judgements and Estimates |
| 16 |
| Financial Instruments |
| 16 |
| Internal Controls Over Financial Reporting |
| 18 |
| Forward-Looking Information |
| 18 |
| Third-Party Market and Technical Information |
| 19 |
Abbreviations Used in This Report
|
| Abbreviated Definitions | |||
| Periods Under Review | Interest Types | Currencies | ||
| Q3 2022 The three-month period ended September 30, 2022 | “NSR” | Net smelter return royalty | “$” United States dollars | |
| Q2 2022 The three-month period ended June 30, 2022 | “GRR” | Gross revenue royalty | “A$” Australian dollars | |
| Q1 2022 The three-month period ended March 31, 2022 | “FC” | Free carry | “C$” Canadian dollars | |
| Q4 2021 The three-month period ended December 31, 2021 | “PR” | Production royalty |
| |
| Q3 2021 The three-month period ended September 30, 2021 | “GPR” | Gross proceeds royalty |
| |
| Q2 2021 The three-month period ended June 30, 2021 | “GSR” | Gross sales royalty |
| |
| Q1 2021 The three-month period ended March 31, 2021 | “FOB” | Free on board |
| |
| Q4 2020 The three-month period ended December 31, 2020 |
|
|
| |
| 2 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| 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. |
| Management Discussion & Analysis |
| 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. |
| Management Discussion & Analysis |
| 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. |
|
| · | 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 July 21, 2022, Quantum Graphite Limited announced that it received commitments from sophisticated investors to raise approximately A$4M. The funds will include being used to expand the Uley 2 definitive feasibility study from the existing production capacity of 55,000tpa to a target capacity of approximately 95,000tpa. |
|
| · | 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. |
| Management Discussion & Analysis |
| 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 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. |
|
| · | 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 1.6 million gold ounces; |
|
| o | 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; |
|
| 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 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. |
|
| · | 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; |
|
| 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. |
| 6 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
|
| · | 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 | 2,198Koz palladium + platinum + gold (“2PGE+AU”) in 63.6Mt grading 1.08g/t 2PGE+AU; |
|
| o | 106% increase to the 2019 inferred mineral resource; |
|
| 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 to 2.0Moz, up 409,000oz or 25% from 1.6Moz as at March 31, 2021; |
|
| 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; |
|
| 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 minable resource of 5.5Mt, producing total forecast contained metal tonnages of 1.74Mt Fe / V2O5 and 66kt TiO2; |
|
| o | $415 million total gross revenue, applicable to Vox’s 1% NSR; and |
|
| o | Exploration potential to increase LOM remains open. |
| 7 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
|
| · | 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 submitted 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.
Outlook for the Fourth Quarter of 20221
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). |
____________________________
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.
| 8 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 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.
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 |
| Segilola | 1.5% NSR (subject to $3.5M cap) | Gold | Nigeria | Producing | Thor Explorations Ltd. |
| Janet Ivy | A$0.50/t royalty | Gold | Australia | Producing | Zijin Mining Group Co., Ltd. (Norton Gold Fields Pty Ltd.) |
| Higginsville (Dry Creek) | A$0.72/gram gold ore milled(1) (effective 0.85% NSR) | Gold | Australia | Producing | Karora Resources Inc. |
| Wonmunna | 1.25% to 1.5% GRR (>A$100/t iron ore) | Iron Ore | Australia | Producing | Mineral Resources Limited |
| Koolyanobbing (part of Deception & Altair pits) | 2.0% FOB Revenue | Iron Ore | Australia | Producing | Mineral Resources Limited |
| Brauna | 0.5% GRR | Diamonds | Brazil | Producing | Lipari Mineração Ltda. |
| Otto Bore | 2.5% NSR (on cumulative 42,000 – 100,000 oz production) | Gold | Australia | Producing | Northern Star Resources Ltd. |
| Mt Ida | 1.5% NSR (>10Koz Au production) | Gold | Australia | Development | Aurenne Group Pty Ltd. |
| Bulong | 1.0% NSR | Gold | Australia | Development | Black Cat Syndicate Limited |
| South Railroad | 0.633% NSR + advance royalty payments | Gold | USA | Development | Orla Mining Ltd. |
| Bullabulling | A$10/oz gold royalty (>100Koz production) | Gold | Australia | Development | Zijin Mining Group Co., Ltd. (Norton Gold Fields Pty Ltd.) |
| 9 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
| Asset | Royalty Interest | Commodity | Jurisdiction | Stage | Operator |
| Lynn Lake (MacLellan)(2) | 2.0% GPR (post initial capital recovery) | Gold | Canada | Development | Alamos Gold Inc. |
| Limpopo (Dwaalkop) | 1% GRR | Platinum, palladium, rhodium, gold, copper and nickel | South Africa | Development | Sibanye Stillwater Ltd. |
| Limpopo (Messina) | 0.704% GRR | Platinum, palladium, rhodium, gold, copper and nickel | South Africa | Development | Sibanye Stillwater Ltd. |
| Goldlund | 1.0% NSR | Gold | Canada | Development | Treasury Metals Inc. |
| El Molino | 0.5% NSR | Gold, silver, copper and molybdenum | Peru | Development | China Minmetals/ Jiangxi Copper |
| British King | 1.5% NSR on the first 10,000 oz and 5.25% stream thereafter | Gold | Australia | Development (Care & Maintenance) | Central Iron Ore Ltd |
| Brightstar Alpha | 2.0% GRR | Gold | Australia | Development (Care & Maintenance) | Brightstar Resources Limited |
| Bowdens | 0.85% GRR | Silver-lead-zinc | Australia | Development | Silver Mines Limited |
| Pedra Branca | 1.0% NSR | Nickel, copper, cobalt, PGM’s, Chrome | Brazil | Development | ValOre Metals Corp. |
| Pitombeiras | 1.0% NSR | Vanadium, Titanium, Iron Ore | Brazil | Development | Jangada Mines plc |
| Yellow Giant | Stream on 100% of silver produced on first 6,667 oz monthly, then 50% of monthly silver produced in excess | Silver | Canada | Development (Care & Maintenance) | MCC Canadian Gold Ventures Inc. |
| Mt. Moss | 1.5% NSR | Base metals and silver | Australia | Development (Care & Maintenance) | Mt Moss Mining Pty Ltd. |
| Uley | 1.5% GRR | Graphite | Australia | Development | Quantum Graphite Limited |
| Sulphur Springs | A$2/t ore PR (A$3.7M royalty cap) | Copper, zinc, lead, silver | Australia | Development | Develop Global Limited |
| Kangaroo Caves | A$2/t ore PR (40% interest) | Copper, zinc, lead, silver | Australia | Development | Develop Global Limited |
| Brits(3) | 1.75% GSR (or ~C$1.03/tonne annual cap) | Vanadium | South Africa | Development | Bushveld Minerals Limited |
| Montanore | $0.20/ton | Silver, copper | USA | Development | Hecla Mining Company |
| Kenbridge | 1.0% NSR (buyback for C$1.5M) | Nickel, copper, cobalt | Canada | Development | Tartisan Nickel Corp. |
| Ashburton | 1.75% GRR (>250K oz) | Gold | Australia | Exploration | Kalamazoo Resources Limited |
| Beschefer | 0.6% NSR (partial buyback) | Gold | Canada | Exploration | Goldseek Resources Inc. |
| Kelly Well | 10% FC (converts to 1.0% NSR) | Gold | Australia | Exploration | Dacian Gold Limited |
| New Bore | 10% FC (converts to 1.0% NSR) | Gold | Australia | Exploration | Dacian Gold Limited |
| Millrose | 1.0% GRR | Gold | Australia | Exploration | Strickland Metals Limited |
| Kookynie (Melita) | A$1/t ore PR (>650Kt ore mined and treated) | Gold | Australia | Exploration | Genesis Minerals Ltd. |
| 10 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
| Asset | Royalty Interest | Commodity | Jurisdiction | Stage | Operator |
| Kookynie (Consolidated Gold) | A$1/t ore PR (with gold grade escalator(4)) | Gold | Australia | Exploration | Metalicity Limited |
| Kookynie (Wolski) | A$1/t ore PR (>650Kt ore mined and treated) and a A$1/t ore PR (with gold grade escalator(4)) | Gold | Australia | Exploration | Zygmund Wolski |
| Green Dam | 2.0% NSR | Gold | Australia | Exploration | St. Barbara Limited |
| Holleton | 1.0% NSR | Gold | Australia | Exploration | Ramelius Resources Limited |
| Yamarna | A$7.50/oz discovery payment | Gold | Australia | Exploration | Gold Road Resources Ltd. |
| West Kundana | Sliding scale 1.5% to 2.5% NSR | Gold | Australia | Exploration | Evolution Mining Ltd |
| Merlin & Electric Dingo | 0.75% GRR (>250K oz) | Gold | Australia | Exploration | Black Cat Syndicate Limited |
| West Malartic (Chibex South) | 0.66% NSR | Gold | Canada | Exploration | Agnico Eagle Mines Limited |
| Bulgera | 1.0% NSR | Gold | Australia | Exploration | Norwest Minerals Limited |
| Comet Gold | 1.0% NSR | Gold | Australia | Exploration | Accelerate Resources Ltd. |
| Mount Monger | 1.0% NSR | Gold | Australia | Exploration | Mt Monger Resources Ltd. |
| Estrades(5) | 2.0% NSR | Gold | Canada | Exploration | Galway Metals Inc. |
| Opawica(5) | 0.49% NSR | Gold | Canada | Exploration | Imperial Mining Group Ltd. |
| Forest Reefs | 1.5% NSR | Gold and copper | Australia | Exploration | Newcrest Mining Limited |
| Montana Assets (Option) | 1.5% NSR | Gold, copper | USA | Exploration | Privately held |
| Mexico Assets | 1.0% NSR | Silver, lead, zinc | Mexico | Exploration | Privately held |
| Barabolar Surrounds | 1.0% GRR | Silver-lead-zinc | Australia | Exploration | Silver Mines Limited |
| Alce | 3.0% GRR | Gold, copper | Peru | Exploration | Compania Minera Santa Raquel SAC |
| Volga | 2.0% GRR | Copper | Australia | Exploration | Novel Mining |
| Thaduna | 1.0% NSR | Copper | Australia | Exploration | Sandfire Resources Limited |
| Glen | 0.2% FOB RR | Iron ore | Australia | Exploration | Sinosteel Midwest Corporation |
| Anthiby Well | 0.25% GRR | Iron ore | Australia | Exploration | Hancock Prospecting |
| Lynn Lake (Nickel) | 2.0% GPR (post initial capital recovery) | Nickel, copper, cobalt | Canada | Exploration | Corazon Mining Ltd. |
| Phoebe | 3.0% GRR | Gold, silver, copper | Peru | Exploration | Titan Minerals Ltd. |
| Cart | 3.0% GRR | Gold, silver, copper | Peru | Exploration | Titan Minerals Ltd. |
| Jaw | 3.0% GRR | Gold, silver, copper | Peru | Exploration | Titan Minerals Ltd. |
| Colossus | 3.0% GRR | Gold, silver, copper | Peru | Exploration | Titan Minerals Ltd. |
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. |
| 11 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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) |
|
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|
|
|
|
|
|
| Statement of Financial Position |
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
| Statement of Cash Flows |
|
|
|
|
|
|
|
|
| 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.
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. |
| 12 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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.
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 30th compared to December 31st, 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.
| 13 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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.
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.
| 14 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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 to September 30, 2023 |
|
| $ |
| Leases | 12,980 |
| Consulting agreements | 15,389 |
|
|
|
|
| 28,369 |
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 | $ |
| 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 |
|
|
|
|
| 12,127,011 |
| (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. |
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 three and nine months ended September 30, 2022 and 2021.
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 ended September 30, 2022 | Three months ended September 30, 2021 | Nine months ended September 30, 2022 | Nine months ended September 30, 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.
| 15 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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.
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, 2022 | November 15, 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.
The Company’s significant accounting policies and estimates are disclosed in December 31, 2021 audited consolidated financial statements.
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 nine months ended September 30, 2022 and the year ended December 31, 2021.
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.
| 16 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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 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.
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 and other liabilities were estimated based on the assumptions disclosed in Notes 9 and 13 of the unaudited condensed interim 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). |
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) |
|
|
|
|
|
|
|
| - | - | (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, 2022 | December 31, 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 |
| 17 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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.
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.
| 18 |
| Vox Royalty Corp. |
| Management Discussion & Analysis |
| For the three and nine months ended September 30, 2022 |
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.
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.
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.
| 19 |
EXHIBIT 99.3
FORM 52‑109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Pascal Attard, Chief Financial Officer of Vox Royalty Corp. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vox Royalty Corp. (the “issuer”) for the interim period ended September 30, 2022. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings. |
Date: November 15, 2022
| (signed) “Pascal Attard”
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| Pascal Attard |
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| Chief Financial Officer |
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| NOTE TO READER
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:
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| (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 |
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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. |
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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.
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EXHIBIT 99.4
FORM 52‑109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Kyle Floyd, Chief Executive Officer of Vox Royalty Corp. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vox Royalty Corp. (the “issuer”) for the interim period ended September 30, 2022. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings. |
Date: November 15, 2022
| (signed) “Kyle Floyd”
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| Kyle Floyd |
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| Chief Executive Officer |
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| NOTE TO READER
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:
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| (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 |
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| (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. |
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| 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.
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EXHIBIT 99.5
VOX ANNOUNCES Q3 2022 FINANCIAL RESULTS
AND DECLARES QUARTERLY DIVIDEND
TORONTO, CANADA – November 15, 2022 – Vox Royalty Corp. (TSXV: VOX) (NASDAQ: VOXR) (“Vox” or the “Company”), a returns focused mining royalty company, is pleased to announce its operating and financial results for the third quarter ended September 30, 2022. All amounts are in U.S. dollars unless otherwise indicated.
Kyle Floyd, Chief Executive Officer stated: “Our recent results demonstrate Vox’s consistent outperformance for investors over the past several quarters, setting multiple production, revenue and profitability records notwithstanding a turbulent macroeconomic and geopolitical backdrop. The introduction of a quarterly dividend and Vox’s Nasdaq listing highlight management’s commitment to investor returns, liquidity, and accretive growth.”
Third Quarter 2022 Highlights
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| · | 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; |
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| · | Record gross profit of $2,463,007 and $5,072,178 for the three and nine months ended September 30, 2022; |
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| · | Declared an inaugural quarterly cash dividend of $0.01 per common share on September 20, 2022, paid to shareholders on November 4, 2022, representing an initial 1.8% annualized dividend yield (based on the closing share price on September 19, 2022); |
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| · | Subsequent to quarter-end, commenced trading on the Nasdaq on October 10, 2022; |
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| · | Noted significant organic development within the existing royalty portfolio with the commencement of production by Northern Star Resources Limited at the Otto Bore gold mine and construction completion and loaded commissioning at the Binduli North Gold Mine by Zijin Mining Group Co., Ltd. both located in Western Australia; |
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| · | Increased producing royalty asset count to seven during the nine months ended September 30, 2022, with the May 2022 acquisition of the Wonmunna royalty and the commencement of production at Otto Bore; |
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| · | Strong balance sheet position at quarter end, including: |
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| o | Cash and accounts receivable of $6,486,583; |
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| o | Working capital of $3,636,005; |
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| o | Total assets of $41,439,314; and |
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| · | 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. |
Summary of Quarterly Results
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| Three months ended September 30, 2022 |
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| Three months ended September 30, 2021 |
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| Nine months ended September 30, 2022 |
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| Nine months ended September 30, 2021 |
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| Revenues |
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| 3,181,574 |
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| 1,223,493 |
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| 6,403,347 |
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| 3,077,503 |
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| Gross profit |
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| 2,463,007 |
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| 946,711 |
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| 5,072,178 |
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| 2,479,469 |
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| Net income (loss) |
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| 83,940 |
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| (1,251,384 | ) |
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| 276,117 |
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| 188,893 |
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| Net income (loss) per share |
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| 0.00 |
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| (0.03 | ) |
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| 0.01 |
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| 0.01 |
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For complete details, please refer to the unaudited condensed interim consolidated financial statements and associated Management Discussion and Analysis for the three and nine months ended September 30, 2022, available on SEDAR (www.sedar.com), EDGAR (www.sec.gov) or on Vox’s website (www.voxroyalty.com).
Quarterly Dividend
The Company is also pleased to announce that its Board of Directors has approved a quarterly cash dividend of US$0.01 per common share to be paid in the first quarter of 2023. The dividend will be paid on January 13, 2023 to shareholders of record as of the close of business on December 30, 2022.
For shareholders residing in Canada, the dividend will be paid in Canadian dollars based on the daily exchange rate published by the Bank of Canada on December 30, 2022. The dividend qualifies as an “eligible dividend” as defined in the Income Tax Act (Canada). The dividend is subject to customary Canadian withholding tax for shareholders that are not resident in Canada.
Normal Course Issuer Bid Renewal
The Company’s NCIB is being renewed after the existing NCIB expires on November 18, 2022. The current NCIB provides Vox with the option to repurchase for cancellation up to 1,968,056 common shares as appropriate opportunities arise from time to time. Under the terms of the renewed NCIB, 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. 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.
The Company believes that, from time to time, the market price of its common shares does not reflect the Company’s underlying value and future prospects and that, at such times, the repurchase of the Company’s common shares represents an appropriate use of its financial resources and will enhance shareholder value. Independent Trading Group (ITG), Inc. has been appointed by Vox as its broker to assist with NCIB repurchases and subsequent share cancellations.
In the last twelve months, the Company has repurchased and cancelled 215,400 common shares pursuant to its NCIB at a weighted average price of C$3.07 per common share through the facilities of the TSXV and other recognized Canadian marketplaces.
About Vox
Vox is a returns focused mining royalty company with a portfolio of over 50 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 20 separate transactions to acquire over 50 royalties.
Further information on Vox can be found at www.voxroyalty.com.
For further information contact:
| Kyle Floyd | Pascal Attard |
| Chief Executive Officer | Chief Financial Officer |
| info@voxroyalty.com +1-345-815-3939 | pascal@voxroyalty.com +1-345-815-3939 |
Cautionary Statements to U.S. Securityholders
The financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP.
Cautionary Note Regarding Forward-Looking Statements and Forward-Looking Information
This press release contains “forward-looking statements”, within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Vox Royalty Corp. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results “ may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.
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The forward-looking statements and information in this press release include, but are not limited to, the payment of a quarterly dividend in Q1 2023 and the delivery of updates on its royalty portfolio in the coming months.
Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Vox cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
Vox has assumed that the material factors referred to in the previous paragraph will not cause such forward looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Vox as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Vox may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Technical and Third-Party Information
Except where otherwise stated, the disclosure in this press release is based on information publicly disclosed by project operators based on the information/data available in the public domain as at the date hereof and none of this information has been independently verified by Vox. Specifically, as a royalty investor, Vox has limited, if any, access to the royalty operations. Although Vox does not have any knowledge that such information may not be accurate, there can be no assurance that such information from the project operators is complete or accurate. Some information publicly reported by the project operators may relate to a larger property than the area covered by Vox’s royalty interests. Vox’s royalty interests often cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources and production of a property.
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