Vox Royalty Corp 6-K, filed Aug 7, 2024
Vox Royalty Corp. (VOXR)
About this 6-K
Vox Royalty Corp filed this 6-K on August 7, 2024.
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 August 2024
Commission File Number: 000-56292
| Vox Royalty Corp. |
| (Registrant) |
66 WELLINGTON STREET WEST
SUITE 5300, TD BANK TOWER BOX 48TORONTO, 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): ☐
Exhibits 99.1 to 99.5 to this report on Form 6-K of Vox Royalty Corp. are hereby incorporated by reference herein and are hereby incorporated by reference into and as an exhibit to the Company’s Registration Statement on Form F-10, as amended (File No. 333-268011) and Form S-8 (File No. 333-275418) under the U.S. Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
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: August 7, 2024 | 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 SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in United States Dollars)
| i |
VOX ROYALTY CORP.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Expressed in United States Dollars)
INDEX
| Unaudited Condensed Interim Consolidated Statements of Financial Position |
| 1 |
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| Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss |
| 2 |
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| Unaudited Condensed Interim Consolidated Statements of Changes in Equity |
| 3 |
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| Unaudited Condensed Interim Consolidated Statements of Cash Flows |
| 4 |
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| Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
| 5-16 |
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| ii |
| Vox Royalty Corp. Unaudited Condensed Interim Consolidated Statements of Financial Position (Expressed in United States Dollars) |
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| As at | |
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Note | June 30, 2024 | December 31, 2023 |
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| $ | $ | |
| Assets |
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| Current assets |
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| Cash and cash equivalents |
| 7,802,713 | 9,342,880 | |
| Accounts receivable | 4 | 3,310,867 | 3,507,571 | |
| Prepaid expenses |
| 298,138 | 432,251 | |
| Total current assets |
| 11,411,718 | 13,282,702 | |
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| Non-current assets |
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| Royalty interests | 5 | 39,413,369 | 37,443,198 | |
| Restricted cash |
| 503,230 | 537,510 | |
| Other assets | 6 | 352,298 | 271,029 | |
| Intangible assets | 7 | 1,080,400 | 1,172,170 | |
| Deferred royalty acquisitions | 5 | 18,956 | - | |
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| Total assets |
| 52,779,971 | 52,706,609 | |
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| Liabilities |
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| Current liabilities |
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| Accounts payable and accrued liabilities | 8 | 1,201,159 | 1,840,092 | |
| Dividends payable | 9 | 602,883 | 549,836 | |
| Income taxes payable |
| 1,362,085 | 514,022 | |
| Total current liabilities |
| 3,166,127 | 2,903,950 | |
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| Non-current liabilities |
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| Deferred tax liabilities |
| 5,053,504 | 4,878,989 | |
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| Total liabilities |
| 8,219,631 | 7,782,939 | |
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| Equity |
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| Share capital | 9 | 68,531,117 | 67,889,465 | |
| Equity reserves | 10 | 4,931,491 | 4,157,153 | |
| Deficit |
| (28,902,268) | (27,122,948) | |
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| Total equity |
| 44,560,340 | 44,923,670 | |
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| Total liabilities and equity |
| 52,779,971 | 52,706,609 | |
Commitments and contingencies (Note 15)
Subsequent events (Note 20)
Approved by the Board of Directors on August 7, 2024
Signed “Kyle Floyd” , Director Signed “Robert Sckalor” , Director
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 1 |
| Vox Royalty Corp. Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in United States Dollars) |
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Note | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
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| $ | $ | $ | $ |
| Revenue |
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| Royalty revenue |
| 2,839,117 | 2,217,384 | 5,721,629 | 5,798,239 |
| Total revenue | 17 | 2,839,117 | 2,217,384 | 5,721,629 | 5,798,239 |
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| Cost of sales |
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| Depletion | 5 | (732,129) | (385,896) | (1,200,502) | (1,001,894) |
| Gross profit |
| 2,106,988 | 1,831,488 | 4,521,127 | 4,796,345 |
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| Operating expenses |
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| General and administration | 12, 14 | (1,119,071) | (1,555,689) | (2,229,205) | (2,856,934) |
| Share-based compensation | 10, 14 | (736,388) | (138,410) | (1,391,659) | (819,234) |
| Impairment charge | 5 | - | (500,000) | - | (500,000) |
| Project evaluation expenses | 5 | (43,111) | (155,127) | (81,331) | (194,937) |
| Total operating expenses |
| (1,898,570) | (2,349,226) | (3,702,195) | (4,371,105) |
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| Income (loss) from operations |
| 208,418 | (517,738) | 818,932 | 425,240 |
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| Other income (expenses) |
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| Interest and finance expenses | 6 | (80,207) | - | (153,912) | - |
| Other income | 13 | 149,000 | 983,342 | 112,906 | 142,187 |
| Income before income taxes |
| 277,211 | 465,604 | 777,926 | 567,427 |
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| Income tax expense | 18 | (610,799) | (514,047) | (1,352,901) | (1,297,109) |
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| Net loss and comprehensive loss |
| (333,588) | (48,443) | (574,975) | (729,682) |
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| Weighted average number of shares outstanding |
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| Basic |
| 50,179,285 | 45,592,341 | 50,130,968 | 45,286,172 |
| Diluted |
| 50,179,285 | 45,592,341 | 50,130,968 | 45,286,172 |
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| Loss per share |
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| Basic |
| (0.01) | (0.00) | (0.01) | (0.02) |
| Diluted |
| (0.01) | (0.00) | (0.01) | (0.02) |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 2 |
| Vox Royalty Corp. Unaudited Condensed Interim Consolidated Statements of Changes in Equity (Expressed in United States Dollars) |
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Note |
Number of Shares |
Share Capital |
Equity Reserves |
Deficit |
Total Equity | ||
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| Balance, December 31, 2023 |
| 44,758,269 | 57,020,116 | 3,303,503 | (24,909,171) | 35,414,448 | ||
| Shares issued in equity financing |
| 3,025,000 | 7,260,000 | - | - | 7,260,000 | ||
| Share issue costs |
| - | (1,151,383) | - | - | (1,151,383) | ||
| Shares issued for royalty milestone payments |
| 215,769 | 495,446 | - | - | 495,446 | ||
| Dividends declared |
| - | - | - | (1,026,068) | (1,026,068) | ||
| Settlement of RSUs |
| 152,918 | 343,385 | (343,385) | - | - | ||
| Share-based compensation |
| - | - | 940,015 | - | 940,015 | ||
| Net loss and comprehensive loss |
| - | - | - | (729,682) | (729,682) | ||
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| Balance, June 30, 2023 |
| 48,151,956 | 63,967,564 | 3,900,133 | (26,664,921) | 41,202,776 | ||
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| Balance, December 31, 2023 |
| 49,985,102 | 67,889,465 | 4,157,153 | (27,122,948) | 44,923,670 | ||
| Share issue costs |
| - | (24,003) | - | - | (24,003) | ||
| Dividends declared | 9 | - | - | - | (1,204,345) | (1,204,345) | ||
| Shares issued – dividends reinvestment plan | 9 | 24,491 | 48,334 | - | - | 48,334 | ||
| Settlement of RSUs | 10 | 230,652 | 617,321 | (617,321) | - | - | ||
| Share-based compensation | 10 | - | - | 1,391,659 | - | 1,391,659 | ||
| Net loss and comprehensive loss |
| - | - | - | (574,975) | (574,975) | ||
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| Balance, June 30, 2024 |
| 50,240,245 | 68,531,117 | 4,931,491 | (28,902,268) | 44,560,340 | ||
See accompanying notes to the unaudited condensed interim consolidated financial statements
| 3 |
| Vox Royalty Corp. Unaudited Condensed Interim Consolidated Statements of Cash Flows (Expressed in United States Dollars) |
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Note | Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
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| $ | $ | $ | $ |
| Cash flows from operating activities |
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| Net loss for the period |
| (333,588) | (48,443) | (574,975) | (729,682) |
| Adjustments for: |
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| Fair value change of other liabilities | 13 | - | (987,620) | - | (156,696) |
| Deferred tax expense | 18 | 23,564 | 539,998 | 174,515 | 1,144,083 |
| Foreign exchange gain on cash and cash equivalents |
| 3,734 | 13,145 | 12,993 | 21,014 |
| Write-off of deferred royalty acquisitions | 5 | - | 114,162 | - | 114,162 |
| Share-based compensation | 10, 14 | 736,388 | 138,410 | 1,391,659 | 819,234 |
| Impairment charge | 5 | - | 500,000 | - | 500,000 |
| Interest and finance expenses | 6 | 80,207 | - | 153,912 | - |
| Amortization | 7 | 45,885 | 45,885 | 91,770 | 91,770 |
| Depletion | 5 | 732,129 | 385,896 | 1,200,502 | 1,001,894 |
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| 1,288,319 | 701,433 | 2,450,376 | 2,805,779 |
| Changes in non-cash working capital: |
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| Accounts receivable |
| (36,254) | 1,037,590 | 196,704 | (546,458) |
| Prepaid expenses |
| 41,139 | 195,087 | 134,113 | 168,468 |
| Accounts payable and accrued liabilities |
| 133,410 | (828,352) | (407,672) | (409,007) |
| Income taxes payable |
| 582,817 | (35,967) | 848,063 | (448,974) |
| Net cash flows from operating activities |
| 2,009,431 | 1,069,791 | 3,221,584 | 1,569,808 |
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| Cash flows used in investing activities |
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| Acquisition of royalties | 5 | (3,134,031) | (6,968) | (3,165,173) | (59,713) |
| Restricted cash |
| 25 | - | 34,280 | - |
| Deferred royalty acquisitions | 5 | (6,016) | - | (6,016) | - |
| Net cash flows used in investing activities |
| (3,140,022) | (6,968) | (3,136,909) | (59,713) |
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| Cash flows from (used in) financing activities |
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| Proceeds from issuance of common shares |
| - | 7,260,000 | - | 7,260,000 |
| Share issue costs |
| (24,003) | (701,316) | (24,003) | (701,316) |
| Transaction costs related to credit facility | 6 | (26,122) | - | (459,944) | - |
| Payments of interest on credit facility | 6 | (24,938) | - | (24,938) | - |
| Dividends paid | 9 | (553,128) | (496,396) | (1,102,964) | (943,979) |
| Net cash flows from (used in) financing activities |
| (628,191) | 6,062,288 | (1,611,849) | 5,614,705 |
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| Increase (decrease) in cash and cash equivalents |
| (1,758,782) | 7,125,111 | (1,527,174) | 7,124,800 |
| Impact of foreign exchange on cash and cash equivalents |
| (3,734) | (13,145) | (12,993) | (21,014) |
| Cash and cash equivalents, beginning of the period |
| 9,565,229 | 4,166,474 | 9,342,880 | 4,174,654 |
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| Cash and cash equivalents, end of the period |
| 7,802,713 | 11,278,440 | 7,802,713 | 11,278,440 |
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| Supplemental cash flow information (Note 16) |
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See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 4 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
1.Nature of operations
Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario). The Company’s registered office is 66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, ON, M5K 1E6, Canada. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “VOXR”.
Vox is a mining royalty company focused on accretive acquisitions. Approximately 85% of the Company’s royalty 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
(a) Statement of compliance
These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2023. They do not include all of the information and disclosures required by International Financial Reporting Standards (“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 June 30, 2024 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2024. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2023.
These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on August 7, 2024.
(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 (“$”), which is also the functional currency of the Company and its four wholly-owned subsidiaries.
(c) Principles of consolidation
These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its wholly-owned subsidiaries: SilverStream SEZC (Cayman Islands), which in turn owns all of the shares of Vox Royalty Australia Pty Ltd. (Australia) and Vox Royalty Canada Ltd. (Ontario, Canada); and Vox Royalty USA Ltd. (Delaware, USA).
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) Changes in accounting policies
Certain new accounting standards and interpretations have been published that were required to be adopted effective January 1, 2024. These standards did not have a material impact on the Company’s current or future reporting periods.
Amendments – IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)
Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.
The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:
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| - | the carrying amount of the liability; |
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| - | information about the covenants; and |
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| - | facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants. |
| 5 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
The amendments also clarify what IAS 1 means when it refers to the “settlement” of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity’s own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.
The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a significant impact on the unaudited condensed interim consolidated financial statements.
(e) Recent accounting pronouncements
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2024, with earlier application permitted.
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.
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, 2023.
4. Accounts receivable
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| June 30, 2024 | December 31, 2023 |
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| $ | $ |
| Royalties receivable | 3,212,899 | 3,414,128 |
| Sales tax recoverable | 97,968 | 93,443 |
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| 3,310,867 | 3,507,571 |
Royalties receivable represents amounts that are generally collected within 45 days of quarter-end.
| 6 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
5. Royalty interests
As at and for the six months ended June 30, 2024:
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| Cost | Accumulated Depletion |
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|
Royalty |
Country |
Opening |
Additions |
(Impairment) reversal |
Ending |
Opening |
Depletion |
Ending |
Carrying Amount |
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| $ | $ | $ | $ | $ | $ | $ | $ |
| Wonmunna | Australia | 14,676,626 | 31,142 | - | 14,707,768 | (2,137,537) | (849,090) | (2,986,627) | 11,721,141 |
| Royalty portfolio | Australia | 5,205,731 | - | - | 5,205,731 | - | - | - | 5,205,731 |
| Janet Ivy | Australia | 4,457,600 | - | - | 4,457,600 | (244,817) | (136,565) | (381,382) | 4,076,218 |
| Castle Hill portfolio | Australia | - | 3,139,531 | - | 3,139,531 | - | - | - | 3,139,531 |
| Koolyanobbing | Australia | 2,649,738 | - | - | 2,649,738 | (1,712,526) | (203,853) | (1,916,379) | 733,359 |
| South Railroad | USA | 2,316,757 | - | - | 2,316,757 | (123,907) | (5,877) | (129,784) | 2,186,973 |
| 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 |
| Goldlund | Canada | 1,258,810 | - | - | 1,258,810 | - | - | - | 1,258,810 |
| Brits | South Africa | 764,016 | - | - | 764,016 | - | - | - | 764,016 |
| Otto Bore | Australia | 583,612 | - | - | 583,612 | - | - | - | 583,612 |
| 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 | (111,301) | (3,091) | (114,392) | 361,331 |
| 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 |
| Cardinia | Australia | 302,850 | - | - | 302,850 | - | - | - | 302,850 |
| Brauna | Brazil | 262,328 | - | - | 262,328 | (100,423) | (2,026) | (102,449) | 159,879 |
| Montanore | USA | 61,572 | - | - | 61,572 | - | - | - | 61,572 |
| Mt Ida | Australia | 210,701 | - | - | 210,701 | - | - | - | 210,701 |
| Other | Australia | 1,768,873 | - | - | 1,768,873 | (29,842) | - | (29,842) | 1,739,031 |
| Other | Canada | 624,919 | - | - | 624,919 | - | - | - | 624,919 |
| Other | Peru | 45,609 | - | - | 45,609 | - | - | - | 45,609 |
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|
| Total |
| 41,903,551 | 3,170,673 | - | 45,074,224 | (4,460,353) | (1,200,502) | (5,660,855) | 39,413,369 |
Total royalty interests include carrying amounts in the following countries:
|
| June 30, 2024 | December 31, 2023 |
|
| $ | $ |
| Australia | 31,837,544 | 29,859,470 |
| Canada | 2,756,817 | 2,756,817 |
| USA | 2,248,545 | 2,254,422 |
| South Africa | 1,914,844 | 1,914,844 |
| Brazil | 610,010 | 612,036 |
| Peru | 45,609 | 45,609 |
|
|
|
|
|
| 39,413,369 | 37,443,198 |
Royalties acquired during the six months ended June 30, 2024
On May 14, 2024, the Company completed the acquisition of the Castle Hill royalty portfolio, an advanced portfolio of four Australian royalties at various stages of development (construction, development and exploration) and the rights to one production-linked milestone payment, for total cash consideration on closing of $3,119,814 (A$4,700,000). The Company also incurred $19,717 of legal and professional fees related to the acquisition of the Castle Hill royalty portfolio.
Deferred royalty acquisitions
Deferred royalty acquisitions as at June 30, 2024 of $18,956 (December 31, 2023 - $Nil) relates to costs incurred prior to the execution and closing of a royalty acquisition. Deferred royalty acquisition costs are reallocated to royalty interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are reallocated to project evaluation expenses.
| 7 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
Impairment
During the period ended June 30, 2023, the Company became aware that the operator of the Alce exploration project did not renew the relevant mining concessions and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company concluded that the Alce royalty should be fully impaired as of June 30, 2023, and the carrying value of the investment of $500,000 had been reduced to $nil.
6. Credit facility
Facility terms
On January 16, 2024, the Company entered into a definitive credit agreement with the Bank of Montreal (“BMO”) providing for a $15,000,000 secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $10,000,000 of availability, subject to certain conditions. The Facility, secured against the assets of the Company, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Facility bear interest at either (i) a rate determined by reference to the U.S. dollar base rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.60% to 3.60% per annum. The undrawn portion of the Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the credit agreement with BMO dated January 16, 2024). The Facility has an initial term that matures on December 31, 2025 and is extendable one-year at a time through mutual agreement between Vox and BMO. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements. As a June 30, 2024, Vox was in compliance with all such covenants.
As at June 30, 2024, there were no amounts outstanding under the Facility.
Other assets (Facility transaction costs)
The Company incurred $459,944 of legal fees, of which $271,029 was incurred during the year ended December 31, 2023, included in Other Assets on the unaudited condensed interim consolidated statements of financial position, relating to the work performed to implement the Facility. On execution of the Facility on January 16, 2024, the Company paid BMO a one-time arrangement fee of 0.5% and a two-year upfront fee of 0.25% per annum on the total Facility amount, being $150,000 in the aggregate.
The following summarizes the change in other assets as at June 30, 2024 and December 31, 2023:
|
| June 30, 2024 | December 31, 2023 |
|
| $ | $ |
| Balance, beginning of period | 271,029 | - |
| Facility transaction costs incurred during the period | 188,915 | 271,029 |
| Amortization expense of Facility transaction costs | (107,646) | - |
|
|
|
|
| Balance, end of period | 352,298 | 271,029 |
Interest and finance expenses
The following summarizes the interest and finance expenses for the three and six months ended June 30, 2024 and 2023:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Amortization expense of Facility transaction costs | 58,879 | - | 107,646 | - |
| Interest expense on Facility | 21,328 | - | 46,266 | - |
|
|
|
|
|
|
|
| 80,207 | - | 153,912 | - |
| 8 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
7. Intangible assets
Intangible assets are comprised of the Mineral Royalties Online (“MRO”) royalty database.
|
| Database |
|
| $ |
| Cost at: |
|
| December 31, 2023 | 1,837,500 |
| June 30, 2024 | 1,837,500 |
|
|
|
| Accumulated amortization at: |
|
| December 31, 2023 | 665,330 |
| Amortization | 91,770 |
| June 30, 2024 | 757,100 |
|
|
|
| Net book value at: |
|
| December 31, 2023 | 1,172,170 |
| June 30, 2024 | 1,080,400 |
On October 25, 2023, the Company entered into an Intellectual Property Licensing Agreement (“IP Licensing Agreement”) with a private investment group, in respect of certain coal royalties in Vox’s MRO royalty database. As part of the IP Licensing Agreement, on the successful closing of relevant coal royalty transactions, Vox will receive a Transaction Fee of up to 3.0% of the upfront purchase price and up to 3.0% of any future earn out payments or contingent payments associated with any applicable coal royalty assets acquired.
8. Accounts payable and accrued liabilities
|
| June 30, 2024 | December 31, 2023 |
|
| $ | $ |
| Trade payables | 133,624 | 362,198 |
| Sales tax payable | 577,491 | 653,792 |
| Accrued liabilities | 490,044 | 824,102 |
|
|
|
|
|
| 1,201,159 | 1,840,092 |
9. 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 June 30, 2024 and at December 31, 2023 is as follows:
|
| June 30, 2024 | December 31, 2023 |
|
| $ | $ |
| Issued and outstanding: 50,240,245 (December 31, 2023: 49,985,102) common shares | 68,531,117 | 67,889,465 |
Dividends
The following table provides details on the dividends declared for the six months ended June 30, 2024.
|
Declaration date | Dividend per common share | Record date | Payment date | Dividends payable |
|
| $ |
|
| $ |
| March 7, 2024 | 0.012 | March 29,2024 | April 12, 2024 | 601,462 |
| May 8, 2024 | 0.012 | June 28, 2024 | July 12, 2024 | 602,883 |
|
|
|
|
|
|
|
| 0.024 |
|
| 1,204,345 |
Total dividends paid on April 12, 2024, included $48,334 paid in shares through the dividend reinvestment program, being 24,491 common shares issued at a discount rate of 5%.
| 9 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
10. Equity reserves
Warrants
The following summarizes the warrant activity for the six months ended June 30, 2024 and 2023:
|
| June 30, 2024 | June 30, 2023 | ||
|
|
Number | Weighted average exercise price |
Number | Weighted average exercise price |
|
| # | C$ | # | C$ |
| Outstanding, beginning of period | 3,600,000 | 4.50 | 3,600,000 | 4.50 |
| Expired | (3,600,000) | 4.50 | - | - |
|
|
|
|
|
|
| Outstanding, end of period | - | - | 3,600,000 | 4.50 |
|
|
|
|
|
|
| Exercisable, end of period | - | - | 3,600,000 | 4.50 |
See Note 11 for additional warrants classified as other liabilities.
Options
The Company maintains an omnibus long-term incentive plan (the “Plan”) whereby certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The exercise price, expiry date, and vesting terms are determined by the Board of Directors. The Plan permits the issuance of options which, together with the Company’s other share compensation arrangements, may not exceed 10% of the Company’s issued common shares as at the date of grant.
The following summarizes the stock option activity for the six months ended June 30, 2024 and 2023:
|
| June 30, 2024 | June 30, 2023 | ||
|
|
Number | Weighted average exercise price |
Number | Weighted average exercise price |
|
| # | C$ | # | C$ |
| Outstanding, beginning of period | 1,347,398 | 3.70 | 1,603,984 | 3.71 |
| Granted | 240,000 | 4.16 | - | - |
| Cancelled | (240,560) | 4.16 | - | - |
|
|
|
|
|
|
| Outstanding, end of period | 1,346,838 | 3.70 | 1,603,984 | 3.71 |
|
|
|
|
|
|
| Exercisable, end of period | 1,226,838 | 3.66 | 1,201,905 | 3.55 |
The following table summarizes information of stock options outstanding as at June 30, 2024:
|
|
| 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 | 680,703 | 2.00 | 680,703 | 2.00 |
| March 9, 2027 | 4.16 | 666,135 | 2.69 | 546,135 | 2.69 |
|
|
|
|
|
|
|
|
|
| 1,346,838 | 2.34 | 1,226,838 | 2.31 |
During the six months ended June 30, 2024:
|
| - | 240,000 stock options were granted, and vest in 25% increments on each of June 12, 2024, June 30, 2024, September 30, 2024, and December 31, 2024. |
|
| - | 240,560 stock options were cancelled. |
The share-based compensation expense related to the stock option grant is recorded over the vesting period, being the duration of the 2024 calendar year, as per the terms of the service agreement.
| 10 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
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 six months ended June 30, 2024, 968,448 RSUs were granted, and vest in 25% increments on each of June 30, 2024, December 31, 2024, June 30, 2025, and December 31, 2025.
The share-based compensation expense related to RSU grants is recorded over the vesting period.
The following summarizes the RSU activity for the six months ended June 30, 2024 and 2023:
|
| June 30, 2024 | June 30, 2023 | ||
|
|
Number | Weighted average fair value |
Number | Weighted average fair value |
|
| # | $ | # | $ |
| Outstanding, beginning of period | 952,018 | 2.62 | 615,044 | 2.56 |
| Granted | 968,448 | 1.99 | 725,157 | 2.60 |
| Settled | (230,652) | 2.68 | (152,918) | 2.25 |
|
|
|
|
|
|
| Outstanding, end of period | 1,689,814 | 2.26 | 1,187,283 | 2.60 |
|
|
|
|
|
|
| Vested, end of period | 761,591 | 2.43 | 490,622 | 2.49 |
11. Other liabilities
Warrants
The following summarizes the warrant activity for six months ended June 30, 2024 and 2023:
|
| June 30, 2024 | June 30, 2023 | ||
|
|
Number | Weighted average exercise price |
Number | Weighted average exercise price |
|
| # | C$ | # | C$ |
| Outstanding, beginning of period | 2,807,883 | 4.50 | 5,097,550 | 4.50 |
| Expired | (2,807,883) | 4.50 | (2,289,667) | 4.50 |
|
|
|
|
|
|
| Outstanding, end of period | - | - | 2,807,883 | 4.50 |
|
|
|
|
|
|
| Exercisable, end of period | - | - | 2,807,883 | 4.50 |
The Company used the Black-Sholes Model to estimate the period end fair value of warrants using the following weighted average assumptions:
|
| June 30, 2024 | June 30, 2023 |
| Expected stock price volatility | N/A | 42% |
| Risk-free interest rate | N/A | 4.54% |
| Expected life | N/A | 0.74 years |
| Grant date share price | N/A | $ 2.40 |
| Expected dividend yield | N/A | 1.80% |
Performance Share Unit Plan
The Plan provides that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants, non-transferable 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.
| 11 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
The following summarizes the PSU activity for the six months ended June 30, 2024 and 2023:
|
| June 30, 2024 | June 30, 2023 | ||
|
|
Number | Weighted average fair value |
Number | Weighted average fair value |
|
| # | $ | # | $ |
| Outstanding, beginning of period | - | - | 895,166 | 0.23 |
| Increase for the period | - | - | 67,874 | 0.04 |
|
|
|
|
|
|
| Outstanding, end of period | - | - | 963,040 | 0.04 |
|
|
|
|
|
|
| Vested, end of period | - | - | - | - |
The Company used the Monte Carlo simulation model to estimate the period end fair value of PSUs using the following weighted average assumptions:
|
| June 30, 2024 | June 30, 2023 |
| Expected stock price volatility | N/A | 38% |
| Risk-free interest rate | N/A | 4.81% |
| Expected life | N/A | 0.45 years |
| Grant date share price | N/A | C$ 3.23 |
| Expected dividend yield | N/A | 1.57% |
12. General and administration
The Company’s general and administrative expenses incurred for the three and six months ended June 30, 2024 and 2023 are as follows:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Corporate administration | 293,039 | 347,158 | 561,516 | 663,957 |
| TSX listing costs | - | 147,327 | - | 147,327 |
| Professional fees | 102,916 | 195,980 | 206,568 | 417,010 |
| Salaries and benefits | 640,752 | 786,976 | 1,302,893 | 1,476,513 |
| Director fees | 36,479 | 32,363 | 66,458 | 60,357 |
| Amortization | 45,885 | 45,885 | 91,770 | 91,770 |
|
|
|
|
|
|
|
| 1,119,071 | 1,555,689 | 2,229,205 | 2,856,934 |
13. Other income
The Company’s other expenses for the three and six months ended June 30, 2024 and 2023 are as follows:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Interest income | 124,531 | 68,952 | 246,182 | 122,584 |
| Foreign exchange recovery (expense) | 24,469 | (73,230) | (133,276) | (137,093) |
| Fair value change of other liabilities | - | 987,620 | - | 156,696 |
|
|
|
|
|
|
|
| 149,000 | 983,342 | 112,906 | 142,187 |
14. 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.
| 12 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2024 and 2023 are as follows:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Short-term employee benefits | 530,542 | 583,750 | 1,068,879 | 1,260,961 |
| Share-based compensation | 668,817 | 61,834 | 1,264,181 | 703,433 |
|
|
|
|
|
|
|
| 1,199,359 | 645,584 | 2,333,060 | 1,964,394 |
15. Commitments and contingencies
The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended June 30, 2024, individually or in the aggregate, is material to its consolidated financial condition or results of operations.
Litigation matter
During the year ended December 31, 2023, the Company and SilverStream became aware that the operator of the Jaw, Phoebe, Cart and Colossus exploration projects did not renew all or substantially all of the relevant mining concessions and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company fully impaired the four royalties as of December 31, 2023, and the carrying value of the investment of $1,000,000 was reduced to $nil. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects. Pursuant to the original agreement signed with the operator on July 15, 2021, if any of the four exploration projects became relinquished within three years of signing the original agreement, the operator must promptly provide Vox with a replacement royalty for each relinquished royalty and with each replacement royalty having a value of at least $250,000. To the extent Vox is granted one or more replacement royalties, the Company expects to reverse up to $1,000,000 of the 2023 impairment charge, which would increase net income by the equivalent amount. During the six months ended June 30, 2024, no replacement royalties have been granted.
SilverStream filed a writ and statement of claim in the Supreme Court of Western Australia against Titan Minerals Limited (“Titan”) on February 23, 2024, along with an amended writ and statement of claim on March 28, 2024, in respect of the Titan assets. SilverStream is seeking to enforce its rights to be issued replacement royalties and/or damages in respect of Titan’s failure to maintain certain mining concessions in Peru in accordance with various royalty deeds entered into between Titan and SilverStream in 2021. As at June 30, 2024, the proceeding is ongoing.
Commitments
The Company is committed to minimum annual lease payments for its premises and certain consulting agreements, as follows:
|
| July 1, 2024 to June 30, 2025 |
|
| $ |
| Leases | 14,750 |
| Consulting agreements | 103,187 |
|
|
|
|
| 117,937 |
Contingencies
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)(3) | 6,502,521 |
| Brits(1)(4) | 1,250,000 |
| Bullabulling(2)(5) | 667,129 |
| Koolyanobbing(6) | 333,565 |
| El Molino(7) | 450,000 |
| Uley(1)(8) | 146,768 |
| Winston Lake(9) | 73,062 |
| Norbec & Millenbach(9) | 18,266 |
|
|
|
|
| 9,441,311 |
| 13 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
| (1) | The milestone payments may be settled in either cash or common shares of the Company, at the Company’s election. |
| (2) | The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election |
| (3) | Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000. |
| (4) | Milestone payments include: (i) $1,000,000 once 210,000t have been mined over a continuous six-month period, and (ii) a further $250,000 once 1,500,000t have been mined over a rolling 3-year time horizon. |
| (5) | Milestone payments include: (i) A$500,000 upon the Operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project. |
| (6) | Milestone payment due upon achievement of cumulative 5Mdmt of ore processed. |
| (7) | Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions. |
| (8) | Milestone payment due upon commencement of commercial production. |
| (9) | Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox. |
16. Supplemental cash flow information
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Change in accrued other assets | (24,594) | - | (271,029) | - |
| Change in accrued deferred royalty acquisitions | 10 | 12,348 | 12,940 | (45,168) |
| Change in accrued royalty interests | 5,500 | 34,943 | 5,500 | 34,943 |
| Change in accrued interest expense on Facility | (3,610) | - | 21,328 | - |
| Change in accrued share issue costs | (23,599) | 271,024 | - | 271,024 |
| Share issuance for royalty milestone payments | - | - | - | 495,446 |
| Reclassification of prepaid expenses to share issue costs | - | 179,043 | - | 179,043 |
17. Segment information
For the six months ended June 30, 2024 and 2023, the Company operated in one reportable segment being the acquisition of royalty interests.
For the three and six months ended June 30, 2024 and 2023, revenues generated from each geographic location is as follows:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Australia | 2,839,117 | 2,047,257 | 5,701,312 | 4,866,991 |
| Nigeria | - | 170,127 | - | 888,010 |
| Brazil | - | - | 4,812 | 27,733 |
| USA | - | - | 15,505 | 15,505 |
|
|
|
|
|
|
| Total | 2,839,117 | 2,217,384 | 5,721,629 | 5,798,239 |
The Company has the following non-current assets in seven geographic locations:
|
| June 30, 2024 | December 31, 2023 |
|
| $ | $ |
| Australia | 32,359,730 | 30,396,980 |
| Canada | 3,109,115 | 3,027,846 |
| USA | 2,248,545 | 2,254,422 |
| South Africa | 1,914,844 | 1,914,844 |
| Cayman Islands | 1,080,400 | 1,172,170 |
| Brazil | 610,010 | 612,036 |
| Peru | 45,609 | 45,609 |
|
|
|
|
| Total | 41,368,253 | 39,423,907 |
| 14 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
18. Income taxes
For the three and six months ended June 30, 2024 and 2023, income tax recognized in net loss and comprehensive loss is comprised of the following:
|
| Three months ended June 30, 2024 | Three months ended June 30, 2023 | Six months ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Current tax expense | 587,235 | (25,951) | 1,178,386 | 153,026 |
| Deferred tax expense | 23,564 | 539,998 | 174,515 | 1,144,083 |
|
|
|
|
|
|
| Income tax expense | 610,799 | 514,047 | 1,352,901 | 1,297,109 |
19. 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 six months ended June 30, 2024, and the year ended December 31, 2023.
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 royalty receivables 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 royalty receivable balances. The Company’s royalty receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Vox’s royalty 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 the amount available under the Company’s revolving credit facility, anticipated cash flows from operations and holding of cash and cash equivalents. As at June 30, 2024, the Company had cash and cash equivalents of $7,802,713 (December 31, 2023 - $9,342,880) and working capital of $8,245,591 (December 31, 2023 - $10,378,752).
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 and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian-denominated monetary assets and liabilities at June 30, 2024, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net loss and other comprehensive loss by $519,000.
Interest rate risk
The Company is exposed to interest rate risk due to the Facility being subject to floating interest rates. The Company monitors its exposure to interest rates. During the period ended June 30, 2024, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net loss and other comprehensive loss by approximately $75,000.
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, base and/or ferrous 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.
| 15 |
| Vox Royalty Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2024 and 2023 (Expressed in United States Dollars) |
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 June 30, 2024 and December 31, 2023, the Company does not have any financial instruments measured at fair value after initial recognition.
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 royalty interests, while optimizing its capital structure by balancing debt and equity. As at June 30, 2024, the capital structure of the Company consists of $44,560,340 (December 31, 2023 - $44,923,670) of total equity, comprising of share capital, equity reserves, and deficit. The Company was not subject to any externally imposed capital requirements.
The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.
20. Subsequent events
On August 7, 2024, the Board of Directors of the Company declared a quarterly dividend of $0.012 per common share payable on October 11, 2024, to shareholders of record as of the close of business on September 27, 2024.
| 16 |
EXHIBIT 99.2
MANAGEMENT DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Effective Date
This Management’s Discussion and Analysis (“MD&A”), prepared as of August 7, 2024, 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 six months ended June 30, 2024 and related notes thereto (the “Consolidated Financial Statements”) 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, 2023 and related notes thereto, and the 2023 annual MD&A, which are available under Vox’s profile on SEDAR+ at www.sedarplus.ca and the United States Securities and Exchange Commission (“SEC”) website at www.sec.gov. All dollar figures in this MD&A are expressed in United States dollars, unless stated otherwise.
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 six months ended June 30, 2024 and related notes thereto which are available on SEDAR+ at www.sedarplus.ca and on Form 6K filed with the SEC on the SEC’s website at www.sec.gov.
Additional information, including the primary risk factors affecting Vox, are included in the Company’s Annual Information Form dated March 7, 2024 (“AIF”) and Annual Report on Form 40-F dated March 7, 2024 available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively. These documents contain descriptions of certain of Vox’s royalties, as well as a description of risk factors affecting the Company.
Table of Contents
| Effective Date |
| 2 |
| Table of Contents |
| 2 |
| Overview |
| 3 |
| Highlights and Key Accomplishments |
| 3 |
| Royalty Portfolio Updates |
| 4 |
| Outlook |
| 8 |
| Asset Portfolio |
| 8 |
| Summary of Quarterly Results |
| 11 |
| Liquidity and Capital Resources |
| 14 |
| Off-Balance Sheet Arrangements |
| 15 |
| Commitments and Contingencies |
| 15 |
| Related Party Transactions |
| 16 |
| Changes in Accounting Policies |
| 16 |
| Recent Accounting Pronouncements |
| 17 |
| Outstanding Share Data |
| 17 |
| Critical Accounting Judgements and Estimates |
| 17 |
| Financial Instruments |
| 17 |
| Disclosure Controls and Procedures and Internal Control Over Financial Reporting |
| 19 |
| Forward-Looking Information |
| 20 |
| Third-Party Market and Technical Information |
| 21 |
Abbreviations Used in This Report
|
| Abbreviated Definitions | |||
| Periods Under Review | Interest Types | Currencies | ||
| Q2 2024 The three-month period ended June 30, 2024 | “NSR” | Net smelter return royalty | “$” United States dollars | |
| Q1 2024 The three-month period ended March 31, 2024 | “GRR” | Gross revenue royalty | “A$” Australian dollars | |
| Q4 2023 The three-month period ended December 31, 2023 | “FC” | Free carry | “C$” Canadian dollars | |
| Q3 2023 The three-month period ended September 30, 2023 | “PR” | Production royalty |
| |
| Q2 2023 The three-month period ended June 30, 2023 | “GPR” | Gross proceeds royalty |
| |
| Q1 2023 The three-month period ended March 31, 2023 | “GSR” | Gross sales royalty |
| |
| Q4 2022 The three-month period ended December 31, 2022 | “FOB” | Free on board |
| |
| Q3 2022 The three-month period ended September 30, 2022 | “GVR” | Gross value royalty |
| |
| 2 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Overview
Vox is a returns focused mining royalty company with a portfolio of over 60 royalties spanning six jurisdictions (Australia, Canada, the United States, Brazil, Peru, 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 30 separate transactions to acquire over 60 royalties.
Vox operates a unique business model within the royalty space, which it believes offers it competitive advantages. 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 8,500 royalties globally (“MRO”). MRO is not commercially available to the Company’s competitors. MRO 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, in addition to brokered royalty acquisition opportunities available to other mining royalty companies. 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.
The Company focuses on accretive acquisitions. As at the date of this MD&A, over 85% of Company’s royalty assets by royalty count are located in Australia, Canada and the United States. Further, the Company is prioritizing the acquisition of 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 twenty-three development stage 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 Toronto Stock Exchange (“TSX”) and on The Nasdaq Stock Market LLC (“Nasdaq”), both under the ticker symbol “VOXR”.
Further information on Vox can be found at www.voxroyalty.com, on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
Highlights and Key Accomplishments
Financial and Operating
|
| · | Q2 2024 revenue of $2,839,117 and year-to-date revenue of $5,721,629 (compared to revenue of $2,217,384 and $5,798,239 for the three and six months ended June 30, 2023, respectively). |
|
| · | Gross profit of $2,106,988 and $4,521,127 for the three and six months ended June 30, 2024, respectively (compared to $1,831,488 and $4,796,345 for the three and six months ended June 30, 2023, respectively). |
|
| · | Income from operations, prior to other income and income tax expense, of $208,418 and $818,932 for the three and six months ended June 30, 2024, respectively (compared to a loss of $517,738 in Q2 2023 and income of $425,240 in the six months ended June 30, 2023). |
|
| · | Generated cash flows from operations of $2,009,431 and $3,221,584 for the three and six months ended June 30, 2024, respectively (compared to $1,069,791 and $1,569,808 for the three and six months ended June 30, 2023, respectively). |
|
| · | On January 16, 2024, entered into a definitive credit agreement with the Bank of Montreal (“BMO”) providing for a $15 million secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $10 million of borrowing capacity subject to certain conditions (the “Accordion”). |
|
| · | On March 7, 2024, increased quarterly cash dividend by 9.1% to $0.012 per common share. |
|
| · | On March 18, 2024, the Company adopted a dividend reinvestment plan and approved the adoption of a share repurchase program of up to $1,500,000 of Vox common shares. |
|
| · | On March 25, 2024, 6,407,883 warrants expired, unexercised, resulting in there being zero warrants issued and outstanding by the Company as at June 30, 2024. |
|
| · | On April 25, 2024, the Company shared its annual letter to shareholders. |
|
| · | On May 14, 2024, the Company announced that it acquired an advanced portfolio of four Australian royalties at various states of development (construction, development and exploration) and the rights to one production-linked milestone payment, for total cash consideration of A$4,700,000 (the “Castle Hill Royalty Portfolio Acquisition”). |
|
| · | On May 30, 2024, Shannon McCrae joined the Company’s Board of Directors as an independent director. |
|
| · | Noted significant organic development within the existing royalty portfolio, as discussed in the Royalty Portfolio Updates section of this MD&A. |
|
| · | Balance sheet position at quarter end includes: |
|
| o | Cash and accounts receivable of $11,113,580. |
|
| o | Working capital of $8,245,591. |
|
| o | Total assets of $52,779,971. |
| 3 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Credit Facility
On January 16, 2024, the Company entered into the Facility with BMO, providing for a $15,000,000 secured revolving credit facility. The Facility includes the Accordion, which provides for an additional $10,000,000 of availability, subject to certain conditions. The Facility, secured against the assets of the Company, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Facility bear interest at either (i) a rate determined by reference to the U.S. dollar base rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.60% to 3.60% per annum. The undrawn portion of the Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the credit agreement with BMO dated January 16, 2024). The Facility has an initial term that matures on December 31, 2025 and is extendable one-year at a time through mutual agreement between Vox and BMO. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements. As at June 30, 2024, all such ratios and requirements were met.
As at June 30, 2024, the Company had not drawn down on the Facility.
Castle Hill Royalty Portfolio Acquisition
On May 14, 2024, the Company announced that it completed the Castle Hill Royalty Portfolio Acquisition for total cash consideration of A$4,700,000.
Transaction highlights include:
|
| · | Addition of four Australian royalties and the rights to one gold production-linked milestone payment in Western Australia and New South Wales, heavily weighted to gold and copper. |
|
| · | Near-term revenue potential from early 2026 onwards from the construction-stage Castle Hill gold project in Western Australia (“Castle Hill”), operated by Evolution Mining Ltd (“Evolution”), which is a key part of the A$250M Mungari Mine Life Extension project and mill expansion (“Mungari 4.2 Project”). |
|
| · | Further production potential from the past-producing Kunanalling gold project, which is located less than 15km from the Mungari Mill and also part of Evolution’s integrated Mungari 4.2 Project; |
|
| · | Provides critical metals exposure to copper and cobalt and rare earth metals exposure across the Halls Creek and Broken Hill exploration projects; and |
|
| · | Strengthens Vox’s proportion of royalty assets located in lower risk political jurisdictions of Australia, Canada and USA, now totalling more than 85% of all royalty assets. |
Quarterly Dividends Declared and Paid and Dividend Reinvestment Plan
On March 7, 2024, the Board of Directors of the Company declared a quarterly dividend of $0.012 per common share paid on April 12, 2024 to shareholders of record as of the close of business on March 29, 2024.
On March 18, 2024, the Company adopted a Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible shareholders of Vox with the opportunity to have all, or a portion of any cash dividends declared on common shares by the Company automatically reinvested into additional common shares, without paying brokerage commissions. Based on the current terms of the DRIP, the common shares will be issued under the DRIP at a 5% discount to the Average Market Price, as defined in the DRIP.
On May 8, 2024, the Board of Directors of the Company declared a quarterly dividend of $0.012 per common share payable on July 12, 2024 to shareholders of record as of the close of business on June 28, 2024.
Share Repurchase Program
On March 18, 2024, the Board of Directors of the Company approved the adoption of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is structured to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The SRP will be administered through an independent broker.
Repurchases under the SRP will be made at times and in amounts as the Company deems appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with securities laws in the United States. The actual timing, number and value of repurchases under the SRP will be determined by management in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The SRP may be suspended or discontinued at any time. Open market repurchases will only be made outside of Canada through the facilities of the Nasdaq or any alternative open market in the United States, as applicable.
As at June 30, 2024, the Company had not repurchased any shares under the SRP.
Royalty Portfolio Updates1
During the six months ended June 30, 2024, the Company’s operating partners continued to explore, develop, and expand the projects underlying the Company’s royalty assets.
_________________
1 Statements made in this section contain forward-looking information. Reference should be made to the “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.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively.
| 4 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Key development news for the first half of 2024 is summarized as follows by project:
Red Hill (Development - Australia) – 4.0% GRR2
In May 2024, Northern Star Resources Limited (“Northern Star”) announced a significant increase to Red Hill’s inferred mineral resource of 58% to 1.9 Moz Au (49.9Mt at 1.2g/t Au), representing an overall increase to both tonnage and average grade over the previous estimate from March 2023. Additionally, a maiden reserve of 0.6 Moz Au (15.9Mt at 1.1g/t Au) enabled by recent exploration drilling which increased confidence in the geological and grade continuity.
Northern Star also indicated that the selected mining method for the Red Hill deposit is conventional open pit mining, with material expected to be hauled by truck to the Fimiston Processing Plant at the KGCM operation, which is currently undergoing a major expansion.
Further drilling is expected to continue to test the current resource area for bulk potential below the Red Hill pit.
Bulong/Myhree (Development - Australia) – 1.0% NSR
In May 2024, Black Cat Syndicate Ltd. (“Black Cat”) announced an updated study on the broader Kal East gold project, indicating that initial production is expected to start from the Myhree and Boundary open pits, later transitioning to the Myhree Underground deposit. In a separate press release in May 2024, Black Cat announced the signing of an ore sale agreement with the nearby Paddington processing facility, expected to start in Q3 2024, and the execution of a term sheet with a mining services firm for the development and hauling of ore from the Myhree open pit.
Subsequently, in June 2024, Black Cat announced that development work had commenced at Myhree, which includes clearing the open pit and infrastructure areas, haul road construction, site setup and personnel onboarding. First ore is expected to be hauled in September 2024.
Plutonic East (Development - Australia) – Sliding-Scale Grade-Linked Tonnage Royalty
In June 2024, Catalyst Metals Ltd. (“Catalyst”) announced that first ore at Plutonic East is expected in Q1 2025, stating that dewatering activities at the Plutonic East deposit were underway and progressing ahead of schedule. Over the last year, since Catalyst’s consolidation of the Plutonic belt, cut-off grades at Plutonic (main) were lowered significantly, therefore bolstering the company’s balance sheet and providing supportive operational data for Plutonic East. Catalyst expects to start rehabilitating the decline at Plutonic East in Q3 2024 while dewatering of the lower levels continues.
Koolyanobbing (Operating - Australia) – 2.0% FOB Royalty
In June 2024, Mineral Resources Ltd. (“Mineral Resources”) announced a decision to ramp down and cease operations by the end of 2024 based on the results of a comprehensive evaluation of its Yilgarn Hub operations, citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025.
Brauna (Operating - Brazil) – 0.5% GSR
In February 2024, Golden Share Resources Corporation, currently undertaking a business combination transaction with Lipari Diamond Mines Ltd. (“Lipari”), provided an update on the Brauna mine, stating a transitioned focus from an open pit mine to an underground operation. The company conducted the initial blast of the mine portal below the Brauna 3 kimberlite (below the current open pit), which is expected to add four years of mine life. Lipari also recently completed a private placement to fund the commencement and development of the underground operations.
In June 2024, Lipari announced that open pit mine and engineering designs were complete for various future kimberlites (Brauna 7, 18 and 8-21), and that trial mining of these kimberlites was expected to commence in late 2025.
Otto Bore (Operating – Australia) – 2.5% NSR (applicable to production between 42koz – 100koz)
In January 2024, Northern Star indicated that mining activities for the Thunderbox mill focused on Thunderbox underground, Thunderbox open pits (including Otto Bore) and another satellite deposit. Similarly, in February 2024, Northern Star continued to flag the Otto Bore deposit as a potential mill feed source for FY2024 and FY2025.
Bowdens (Development – Australia) – 0.85% GRR on main orebody and 1.0% GRR on regional land package
In March 2024, Silver Mines Limited (“Silver Mines”) closed an oversubscribed financing, raising A$8M, significantly higher than the originally planned raise of A$2M. In February 2024, the company announced key catalysts for its projects, including the ongoing optimisation study (on track for mid-2024), final investment decision in late 2024, with potential for development to start by the end of the year.
_____________________
2 See “Third-Party Market and Technical Information” at the end of this MD&A for additional technical references on the Red Hill resource update
| 5 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
In June 2024, Silver Mines provided a drilling update, and stated that an update to mineral reserves and resources is expected in Q3 2024.
Ashburton (Advanced Exploration – Australia) – 1.75% NSR above 250,000oz of cumulative production
On February 6, 2024, Kalamazoo announced that the company entered into an exclusive 12 to 18 month option agreement (A$3M option fee, plus A$30M option exercise price) with De Grey Mining Limited (“De Grey”). Details include:
|
| · | De Grey plans to review all historical exploration data, complete metallurgical and geotechnical drilling and testwork, and carry out open pit optimisations during the option period. |
|
| · | According to the De Grey RIU Conference investor presentation dated February 2024, the Ashburton project has “Potential to truck a high-grade gold concentrate to the Hemi pressure oxidation plant for processing.” |
In May 2025, De Grey announced a A$600M raise to help fund the build of its Hemi mine, also earmarking $130M for regional exploration and studies at regional projects including Ashburton.
Cardinia (Development – Australia) – 1% Gross Value of Sales (>10,000oz production)
On February 9, 2024, Kin Mining Ltd. (“Kin Mining”) announced the completed sale of certain gold deposits including the partially royalty linked Bruno-Lewis deposit to Genesis Minerals Ltd. (“Genesis Minerals”) (originally announced in 2023).
In February, 2024, Genesis Minerals stated in a corporate presentation that the Bruno-Lewis open pit deposit is a key part of its corporate growth strategy to reach 300koz per annum production, and key to the expected eventual re-start of the Laverton mill.
Further, in March 2024, Genesis Minerals provided a 5-year growth plan, stating that Laverton could potentially be restarted in late 2025, with ore from Jupiter (non-royalty) and Bruno-Lewis as “baseload ore”, declaring a maiden probable reserve of 140koz Au (3.9Mt at 1.1g/t Au), with the potential to add ore from other feed sources. Additionally, Bruno-Lewis is expected to begin mining in Q4 2025.3
In April 2024, Genesis Minerals stated that mining is planned to commence at Bruno-Lewis from late 2025, supporting the expected sustainable restart of the currently idle 3Mtpa Laverton mill.
Libby / Montanore (Advanced Exploration – United States of America) – $0.20/ton royalty
In March 2024, Hecla Mining Company stated its permitting and development strategy for the Libby (formerly Montanore) copper and silver project, consisting of an expedited authorization for underground evaluation and data collection via existing infrastructure, with a focus on permitting additional underground evaluation work on private land within the existing exploration site.
Lynn Lake (MacLellan) (Feasibility – Canada) – 2% GRR (post initial capital recovery)
In January 2024, Alamos Gold Inc. (“Alamos”) stated that the Lynn Lake project is expected to support its expanding production profile, with construction expected to start in 2025 and first production from the project expected as early as the second half of 2027.
In February 2024, Alamos reported its 2023 Year-End Mineral Reserves and Resources, notably increasing reserves by 13% to 2.3Moz (proven and probable; 47.6Mt at 1.52g/t) at Lynn Lake, partly attributed to exploration spend of $9M over the course of 2023. The latest NI 43-101 Technical Report for the asset (issued August 2, 2023) reflects this growth in reserves and outlined a larger, longer-life, lower-cost operation with significant upside potential via a number of satellite deposits in close proximity to the planned mill.4
South Railroad (Feasibility – United States of America) – 0.633% NSR plus advance minimum royalty payments
On January 16, 2024, Orla Mining Ltd. (“Orla”) announced the following:
|
| · | Guided to a C$20M exploration and development project at South Railroad, with half allocated towards exploration, and C$8.5M expected to be spent on advancing the project permitting, engineering and administrative activities. |
|
| · | Drilling continued to focus on infill to support upgrading resources and testing pit extensions. |
_______________________
3 See “Third-Party Market and Technical Information” at the end of this MD&A for additional technical references on the Genesis 5-year growth plan.
4 See “Third-Party Market and Technical Information” at the end of this MD&A for additional technical references on the Lynn Lake (MacLellan) resource estimate.
| 6 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
In March 2024, Orla provided an update on its exploration activities at the South Railroad project, providing updates from the 2023 infill and extension drilling (~2,500m). The company encountered new oxide intersections in step-out drilling at Pinion and Dark Star, while successfully confirming modeled grade, continuity of mineralization via its infill drill program.
In May 2024, Orla stated that permitting activities were ongoing, with construction expected to start in 2026.
Sulphur Springs (Feasibility – Australia) – A$2.00/t PR (capped at A$3.7M) and a $0.80/t PR on Kangaroo Caves (part of the combined project)
In March 2024, Develop Global Ltd. and Anax Metals Ltd. announced the start of a Scoping Study to evaluate the treatment of high-grade oxide/transitional ores from Sulphur Springs at the Whim Creek heap leach project (a fully-permitted joint venture). These additional oxide/transitional ores sit outside of the current mine plan from the June 2023 Definitive Feasibility Study and could represent a new revenue stream for the joint venture.
In May 2024, the operator guided towards January 2026 start of construction, and first revenue in Q3 2028. In a separate announcement, also from May 2024, Anax reported successful heap leaching tests on Sulphur Springs ore, showing high recoveries for both copper and zinc. These results indicate the potential feasibility of using Whim Creek's infrastructure for processing, which could enhance the economic prospects of the joint venture's projects.
Abercromby Well (Development – Australia ) – 2% NSR (10% interest) once 910klb U produced
In March 2024, Toro Energy Limited (“Toro Energy”) released an updated mineral resource, lifting the Centipede-Millipede uranium resource by 25% and the vanadium resource by 17%.5
Bulgera - (Advanced Exploration - Australia) – 1% NSR
In January 2024, Norwest Minerals Limited (“Norwest”), as part of its 2023 year-end report, stated that strong gold price projections are attracting significant interest to the Bulgera and Marymia project package, with new layout designs expected to significantly improve environmental aspects of future mining. The company has commissioned a study to determine the economics of mining and delivering Bulgera ore to the Plutonic Gold plant.
In April 2024, Norwest released a mineral resource statement update which saw significant increases by utilizing a lower cut-off grade to account for recent gold price increases. The press release highlighted over 2Mt of oxide waste dumps, while stating that a mining license application had been submitted. The operator also stated that it anticipates further resource expansion from near surface and deeper drilling targets.
Millrose - (Advanced Exploration - Australia) – 1% GRR
In February 2024, Northern Star completed the acquisition of the Millrose gold project from Strickland Metals Ltd for A$61 million.
Beschefer - (Exploration – Canada) – 0.6% NSR
In February 2024, Abitibi Metals Corp. (“Abitibi Metals”) provided an outlook for 2024 and stated that approximately 3,000m of drilling were planned for the Beschefer Gold Project in Q1 2024. Abitibi Metals further stated that they are positioned to complete the option agreement and control 100% of the project in 2024.
In April 2024, Abitibi Metals commenced a 10-hole, 2,975-meter drill program at the Beschefer Gold Project to expand mineralized zones, with previous high-grade intersections including 55.63 g/t gold over 5.57 meters.
British King - (Exploration – Australia) – 1.25% NSR
In June 2024, Central Iron Ore Ltd. commenced its next phase of exploration at the British King Project in Western Australia, which includes the drilling of 39 reverse circulation and 4 diamond drill holes over a 7-week period to enhance the resource evaluation of known gold mineralization. The campaign aims to increase drill hole density and provide valuable mineralogical and metallurgical samples.
Goldlund - (Development – Canada) – 1.00% NSR below 50m shaft collar depth
In May 2024, Treasury Metals Inc. (“Treasury Metals”) announced a strategic combination with Blackwolf Copper and Gold to form a new growth-focused North American gold platform called NexGold. This collaboration brings together Treasury Metals' advanced Goliath Gold Complex in Ontario, which includes the partially royalty-linked Goldlund deposit, and Blackwolf's projects in Alaska and British Columbia. A feasibility study and permitting are underway at the Goliath Gold Complex.
__________________________
5 See “Third-Party Market and Technical Information” at the end of this MD&A for additional technical references on the Abercromby Well updated mineral resource estimate.
| 7 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Kenbridge - (Development – Canada) – 1.0% NSR (full buyback for C$1.5M)
In May 2024, Tartisan Nickel Corp. announced that baseline environmental studies are underway at the Kenbridge nickel-copper project. In the same press release, the company announced that it had acquired additional claims for the Kenbridge project.
Kookynie (Wolski) - (Exploration – Australia) – A$1/t ore PR (>650Kt ore mined and treated) and a A$1/t ore PR (with gold grade escalator)
In May 2024, Asra Minerals Limited announced that it had secured a 70% stake in the Kookynie East Gold Projects from Mr Zygmund Wolski and affiliated entities. The company also raised A$2.2M through a share placement to fund exploration activities and cover transaction costs. The company stated that resource confirmation drilling was underway at the royalty-linked Sapphire and Orion deposits in July and August 2024.
Pedra Branca - (Development – Brazil) – 1.0% NSR
In May 2024, ValOre Metals Corp. provided a project update, stating a strategy to prioritise targets with the shortest development timelines and highest operating margins. Planned 2024/2025 actions include advanced metallurgical studies, completing a marketability study for a PGE concentrate, additional drilling, updating its latest technical report for the project, releasing a PEA, commencing permitting and defining timeline to production.
Outlook6
For 2024, Vox estimates royalty revenue to total $11 million to $13 million, unchanged from the guidance announced on March 7, 2024.
Our 2024 outlook on royalty revenue is based on publicly available information of the owners or operators of projects on which we have a royalty interest and which we believe to be reliable. When publicly available forecasts on properties are not available, we obtain internal forecasts from the owners or operators, if available, or use our own best estimate. Achievement of the 2024 royalty revenue guidance above is subject to risks and uncertainties, including changes in commodity prices and the ability of operators to attain the results set out in their forecasts. Accordingly, we can provide no assurance that the actual royalty revenue for 2024 will be in the range set forth above. In addition, we may or may not revise our guidance during the year to reflect more current information. If we are unable to achieve our anticipated guidance, or if we revise our guidance, our future results of operations may be adversely affected, and our share price may decline.
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 (i) the sale, assignment or transfer of certain royalties, or the right to acquire certain royalties, to third parties, (ii) the licensing of certain intellectual property, such as non-core mineral royalty data contained in the Company’s MRO database, (iii) the acquisition of equity interests in special purpose vehicles or other entities which hold a mining royalty or mining royalties, or (iii) other strategic opportunities, with or without third party involvement. Vox is committed to maximizing per share shareholder value and will consider creative opportunities to achieve this commitment as the royalty sector evolves.
Asset Portfolio
As of the date of this MD&A, Vox owns 70 royalty assets spanning six jurisdictions, including 50 royalty assets in Australia and 12 in North America.
During the period, the Company removed two royalty assets from its royalty asset count, being Mt Moss and Mexico assets. These two royalties each had a $nil carrying cost in the Consolidated Financial Statements. The Mt Moss royalty was impaired in Q4 2023 and was originally acquired for $87,206. The Mexico assets royalty was acquired as part of a larger portfolio transaction in 2020 and was originally ascribed a cost value of $nil.
________________________
6 Statements made in this section contain forward-looking information. Reference should be made to the “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.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively.
| 8 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
The following table summarizes each of Vox’s royalty assets as of June 30, 2024:
| Asset | Royalty Interest | Commodity | Jurisdiction | Stage | Operator |
| Janet Ivy | A$0.50/t royalty | Gold | Australia | Producing | Zijin Mining Group Co., Ltd. (Norton Gold Fields Pty Ltd.) |
| Otto Bore | 2.5% NSR (on cumulative 42,000 – 100,000 oz production) | Gold | Australia | Producing | Northern Star Resources Ltd. |
| 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. (subject to potential business combination transaction with Golden Share Resources Corp.) |
| Higginsville (Dry Creek) | A$0.87/gram gold ore milled(1) (effective 0.85% NSR) | Gold | Australia | Producing | Karora Resources Inc. |
| Red Hill | 4.0% GRR | Gold | Australia | Development | Northern Star Resources Ltd.
|
| Mt Ida | 1.5% NSR (>10Koz Au production) | Gold | Australia | Development | Aurenne Group Pty Ltd. |
| Bulong / Myhree | 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.) |
| Lynn Lake (MacLellan)(2) | 2.0% GPR (post initial capital recovery) | Gold | Canada | Development | Alamos Gold Inc. |
| Horseshoe Lights | 3.0% NSR | Gold, copper | Australia | Development | Horseshoe Metals Ltd.
|
| Limpopo (Dwaalkop) | 1.0% 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 (>50m depth from shaft collar) | Gold | Canada | Development | NexGold (formerly Treasury Metals Inc.) |
| El Molino | 0.5% NSR | Gold, silver, copper and molybdenum | Peru | Advanced Exploration | China Minmetals / Jiangxi Copper |
| British King | 1.25% NSR | Gold | Australia | Advanced Exploration
| Central Iron Ore Ltd |
| Brightstar Alpha | 2.0% GRR | Gold | Australia | Advanced Exploration | Brightstar Resources Limited |
| Plutonic East | Sliding scale tonnage royalty with grade escalator | Gold | Australia | Development | Catalyst Metals Ltd. |
| Castle Hill | A$40/oz up to 75koz, plus A$2M payment at 140koz | Gold | Australia | Development | Evolution Mining Ltd. |
| Kunanalling | 2% realised production post 75koz from Castle Hill | Gold | Australia | Development | Evolution Mining Ltd. |
| 9 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
| Asset | Royalty Interest | Commodity | Jurisdiction | Stage | Operator |
| Cardinia (Lewis deposit) | 1% GRR (>10koz) | Gold | Australia | Development | Genesis Minerals Ltd. |
| Kookynie (Melita) | A$1/t ore PR (>650Kt ore mined and treated) | Gold | Australia | Development | Genesis Minerals Ltd. |
| 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 |
| 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) | 1.4% GSR(3) | Vanadium | South Africa | Development | Sable Exploration and Mining Limited(3) |
| Libby / 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 Resources |
| Abercromby Well | 2.0% NSR x 10% interest (>910klb U3O8 cumulative production | Uranium | Australia | Development | Toro Energy Limited |
| Hawkins | 0.5% NSR | Gold | Canada | Exploration | E2 Gold Inc. |
| Ashburton | 1.75% GRR (>250Koz) | Gold | Australia | Exploration | Kalamazoo Resources Limited (subject to A$33M option to De Grey Mining Ltd) |
| Beschefer | 0.6% NSR (partial buyback) | Gold | Canada | Exploration | Abitibi Metals Corp. |
| Kelly Well | 10% FC (converts to 1.0% NSR) | Gold | Australia | Exploration | Genesis Minerals Ltd. |
| New Bore | 10% FC (converts to 1.0% NSR) | Gold | Australia | Exploration | Genesis Minerals Ltd. |
| Millrose | 1.0% GRR | Gold | Australia | Exploration | Northern Star Resources Ltd. |
| Kookynie (Consolidated Gold) | A$1/t ore PR (with gold grade escalator(4)) | Gold | Australia | Exploration | Metalicity Limited & Genesis Minerals Ltd |
| 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 (subject to potential acquisition by Asra Minerals Ltd) |
| 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 | 0.75% GRR (>250Koz) | Gold | Australia | Exploration | Black Cat Syndicate Limited |
| Electric Dingo | 1.75% GRR (>250Koz) | 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 | MTM Critical Metals Ltd. |
| 10 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
| Asset | Royalty Interest | Commodity | Jurisdiction | Stage | Operator |
| Forest Reefs | 1.5% NSR | Gold and copper | Australia | Exploration | Newmont Corporation |
| Halls Creek / Mt Angelo North | 1.5% NSR | Copper, Zinc | Australia | Exploration | AuKing Mining (Operator), Cazaly Resources (JV Partner) |
| Broken Hill | 2.0% NSR | Copper, Cobalt, Rare Earths | Australia | Exploration | Castillo Copper Ltd |
| Barabolar Surrounds | 1.0% GRR | Silver-lead-zinc | Australia | Exploration | Silver Mines Limited |
| Volga | 2.0% GRR | Copper | Australia | Exploration | Novel Mining |
| Thaduna | 1.0% NSR | Copper | Australia | Exploration | Sandfire Resources Limited |
| Glen | 0.2% FOB Revenue | 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. |
| Estrades | 2.0% NSR | Gold, zinc | Canada | Exploration | Galway Metals Inc. |
| Opawica | 0.49% NSR | Gold | Canada | Exploration | Scandium Canada |
| Pilbara | 1.5% FOB (to 20Mt), 0.5% FOB (to 35Mt) then 0.1% FOB + 1% GRR (non iron ore) | Iron ore | Australia | Exploration | Fortescue Metals Group Ltd. |
| Mt Samuel | 2.0% NSR | Gold, copper, bismuth | Australia | Exploration | Emmerson Resources Limited |
| True Blue | 2.0% NSR | Gold, copper | Australia | Exploration | Emmerson Resources Limited |
| Tinto | 2.0% NSR | Gold, copper | Australia | Exploration | Emmerson Resources Limited |
| Aga Khan | 2.0% NSR | Gold, copper | Australia | Exploration | Emmerson Resources Limited |
| The Trump | 2.0% NSR | Gold, copper | Australia | Exploration | Emmerson Resources Limited |
Notes:
|
| (1) | Royalty rate per gram of gold = A$0.12 x (price of gold per gram at Perth Mint / A$14) = A$1.02/gram gold ore milled, as at April 15, 2024. |
|
| (2) | Covers only a portion of the MacLellan deposit and not all reserves disclosed by Alamos Gold Inc. |
|
| (3) | During Q2 2024, Bushveld Minerals Limited informed the Department of Mineral Resources and Energy in South Africa (the “DMRE”) that it will not be proceeding with its mining application for the Brits project. During Q2 2024, Vox entered into an agreement with Sable Exploration and Mining Limited (“Sable Exploration”) granting Vox an uncapped 1.4% GSR royalty over the same land package as the original 1.75% GSR (capped) Brits royalty. During Q2 2024, Sable Exploration submitted a prospecting right application to the DMRE and awaits a notice of approval from the DMRE. The 1.4% GSR Brits royalty is contingent upon the prospecting right being granted to Sable Exploration by the DMRE, which Vox management expects will be delivered to Sable during the second half of 2024. |
|
| (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). |
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.
|
| Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | Q2 2023 | Q1 2023 | Q4 2022 | Q3 2022 |
|
| $ | $ | $ | $ | $ | $ | $ | $ |
| Statement of income (loss) |
|
|
|
|
|
|
|
|
| Revenue | 2,839,117 | 2,882,512 | 2,997,426 | 3,514,929 | 2,217,384 | 3,580,855 | 2,104,758 | 3,181,574 |
| Gross profit | 2,106,988 | 2,414,139 | 2,072,497 | 3,109,818 | 1,831,488 | 2,964,857 | 1,591,909 | 2,463,007 |
| Operating expenses | 1,898,570 | 1,803,625 | 2,667,645 | 1,210,962 | 2,349,226 | 2,021,879 | 1,602,867 | 1,683,196 |
| Net income (loss) | (333,588) | (241,387) | (417,962) | 1,046,532 | (48,443) | (681,239) | 52,062 | 83,940 |
| Earnings (loss) per share – basic and diluted | (0.01) | (0.00) | (0.01) | 0.02 | (0.00) | (0.02) | 0.00 | 0.00 |
| Dividends declared per share | 0.024 | 0.012 | 0.011 | 0.011 | 0.011 | 0.011 | 0.01 | 0.01 |
|
|
|
|
|
|
|
|
|
|
| Statement of Financial Position |
|
|
|
|
|
|
|
|
| Total assets | 52,779,971 | 52,237,205 | 52,706,609 | 50,720,916 | 47,945,297 | 43,236,735 | 41,805,456 | 41,439,314 |
| Total non-current liabilities | 5,053,504 | 5,029,940 | 4,878,989 | 4,697,461 | 4,135,514 | 3,595,516 | 3,416,712 | 3,295,832 |
|
|
|
|
|
|
|
|
|
|
| Statement of Cash Flows |
|
|
|
|
|
|
|
|
| Cash flows from (used in) operating activities | 2,009,431 | 1,212,154 | 2,341,781 | 1,359,501 | 1,069,791 | 500,017 | 1,695,717 | 966,106 |
| 11 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
Operating results herein are discussed primarily with respect to the comparable period in the prior year. The “1H 2024” refers to the six-month period ended June 30, 2024 and the “comparable period” or “1H 2023” refers to the six-month period ended June 30, 2023.
Revenue
Revenue for 1H 2024 was $5,721,629 compared to revenue of $5,798,239 in the comparable period. The change in revenue was driven by:
|
| · | Wonmunna iron ore royalty: an increase of approximately $750K in royalty revenue in 1H 2024, which was primarily a result of (i) an increased amount of iron ore tonnes shipped in 1H 2024, and (ii) a flat iron ore sales price of ~A$142/tonne in 1H 2024 compared to 1H 2023. |
|
| · | Janet Ivy gold royalty: an increase of approximately $325K in royalty revenue in 1H 2024 compared to 1H 2023, driven by the continued ramp up of production at the project, after completion of the Binduli North heap leach expansion project in 2023. |
|
| · | Segilola gold royalty: reached its $3.5 million revenue cap in Q2 2023, resulting in approximately $900K of royalty revenue in 1H 2023 vs. $nil in 1H 2024. |
|
| · | Koolyanobbing iron ore royalty: a decrease of approximately $250K in royalty revenue in 1H 2024 compared to 1H 2023. In June 2024, Mineral Resources announced a decision to ramp down and cease operations by the end of 2024 based on the results of a comprehensive evaluation of its Yilgarn Hub operations (which includes Koolyanobbing), citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025. |
Operating Expenses
Operating expenses for the first half of 2024 were $3,702,195, down from $4,371,105 in the comparable period. The decrease in expenditures was primarily related to the following:
|
| · | Reduction in professional fees expenditures during the period of $210,442. |
|
| · | Decrease in salaries and benefits of $173,620. |
|
| · | Reduction in corporate administration expenditures of $102,441. |
|
| · | Decrease in project evaluation expenditures of $113,606. |
|
| · | Increase in share-based compensation expense of $574,425. |
|
| · | The comparable period included (i) TSX up-listing fees of $147,327, and (ii) an impairment charge on the Alce royalty of $500,000, which was a result of the operator of the project not renewing the relevant mining concessions and therefore, the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company concluded that the Alce royalty should be fully impaired in 1H 2023, and the carrying value of the investment was reduced to $nil. |
Other Income and Expenses
Other expenses for 1H 2024 was $41,006 vs. income of $142,187 in the comparable quarter. The decrease in income was primarily related to the following:
|
| · | Increase in interest income earned in 1H 2024 of $123,598, which is a result of holding more cash on hand during the period vs. the comparable period. |
|
| · | Facility expenditure of $153,912 in 1H 2024 vs. $nil in the comparable period. The amount of expense during the period comprised (i) interest expense of $46,266, and (ii) amortization expense for the initial fees to set up the Facility of $107,646. |
|
| · | Income related to the fair value change in warrants of $156,696 during 1H 2023 vs. no income charge in the current year. The income recorded during the comparable period was primarily a result of the decrease in the Company’s share price at the end of 1H 2023 compared to the beginning of calendar 2023 vs. all issued and outstanding warrants expiring on March 25, 2024 with a carrying value of $nil. |
Income Tax Expense
In 1H 2024, the Company recorded:
|
| · | Current income tax expense of $1,178,836 vs. $153,026 in the comparable quarter. |
|
| · | Deferred income tax expense of $174,515 vs. $1,144,083 in 1H 2023. |
The total income tax expense was consistent in both periods. The shift in expense recognized as current tax vs. deferred tax in 1H 2024 is a result of a reduction in taxable temporary timing differences during the current quarter.
Net Loss
The net loss for 1H 2024 was $574,975 vs. $729,682 in the comparable period. On a per share basis, the basic and diluted loss per share was $0.01 per share for the current period vs. $0.02 per share in the comparable period. The net loss for each of the periods is from the results of operations discussed above.
| 12 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
Operating results herein are discussed primarily with respect to the comparable quarter in the prior year. The “quarter” or “Q2 2024” refers to the three-month period ended June 30, 2024 and the “comparable quarter” or “Q2 2023” refers to the three-month period ended June 30, 2023.
Revenue
Revenue for Q2 2024 was $2,839,117 compared to revenue of $2,217,384 in the comparable period. The change in revenue was driven by:
|
| · | Wonmunna iron ore royalty: an increase of approximately $600K in royalty revenue in Q2 2024, which was primarily a result of (i) an increased amount of iron ore tonnes shipped in Q2 2024, and offset with (ii) an approximate 10% decline in iron ore sales price in Q2 2024 compared to Q2 2023. |
|
| · | Janet Ivy gold royalty: an increase of approximately $125K in royalty revenue in Q2 2024 compared to Q2 2023, driven by the continued ramp up of production at the project, after completion of the Binduli North heap leach expansion project in 2023. |
|
| · | Koolyanobbing iron ore royalty: an increase of approximately $100K in royalty revenue in Q2 2024 compared to Q2 2023. In June 2024, Mineral Resources announced a decision to ramp down and cease operations by the end of 2024 based on the results of a comprehensive evaluation of its Yilgarn Hub operations (which includes Koolyanobbing), citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025. |
|
| · | Segilola gold royalty: reached its $3.5 million revenue cap in Q2 2023, resulting in approximately $175K of royalty revenue in Q2 2023 vs. $nil in Q2 2024. |
Operating Expenses
Operating expenses for the quarter were $1,898,570, down from $2,349,226 in the comparable quarter. The decrease in expenditures was primarily related to the following:
|
| · | Reduction in professional fees expenditures during the period of $93,064. |
|
| · | Decrease in salaries and benefits of $146,044. |
|
| · | Reduction in corporate administration expenditures of $54,119. |
|
| · | Decrease in project evaluation expenditures of $112,016. |
|
| · | Increase in share-based compensation expense of $597,978. |
|
| · | The comparable period included (i) TSX up-listing fees of $147,327, and (ii) an impairment charge on the Alce royalty of $500,000, which was a result of the operator of the project not renewing the relevant mining concessions and therefore, the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company concluded that the Alce royalty should be fully impaired in 2Q 2023, and the carrying value of the investment was reduced to $nil. |
Other Income and Expenses
Other income for the quarter was $68,793 vs. $983,342 in the comparable quarter. The decrease in income was primarily related to the following:
|
| · | Increase in interest income earned in Q2 2024 of $55,579, which is a result of holding more cash on hand during the period vs. the comparable period. |
|
| · | Increase in foreign exchange recovery during the quarter of $97,699 over the comparable quarter. |
|
| · | Facility expenditure of $80,207 in 1H 2024 vs. $nil in the comparable period. The amount of expense during the period comprised (i) interest expense of $21,328, and (ii) amortization expense for the initial fees to set up the Facility of $58,879. |
|
| · | Income related to the fair value change in warrants of $987,620 during Q2 2023 vs. no income recognized in the current year. The income recorded during the comparable quarter was primarily a result of the decrease in the Company’s share price at the end of Q2 2023 compared to the beginning of Q2 2023 vs. all issued and outstanding warrants expiring on March 25, 2024 with a carrying value of $nil. |
Income Tax Expense
During the quarter, the Company recorded:
|
| · | Current income tax expense of $587,235 vs. a recovery of $25,951 in the comparable quarter. |
|
| · | Deferred income tax expense of $23,564 vs. $539,998 in Q2 2023. |
The total income tax expense was consistent in both periods. The shift in expense recognized as current tax vs. deferred tax in Q2 2024 is a result of a reduction in taxable temporary differences during the current quarter.
| 13 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Net Income
The net loss for Q2 2024 was $333,588 vs. $48,443 in the comparable quarter. On a per share basis, the basic and diluted loss per share was $0.01 per share for the current quarter vs. $0.00 per share in the comparable quarter. The net loss for each of the periods is from the results of operations discussed above.
Three Months Ended June 30, 2024 Compared to the Other Quarters Presented
Revenue
In December 2021, gold royalty revenue commenced from the Segilola gold royalty asset, and in May 2022, iron ore royalty revenue commenced from the Wonmunna iron ore royalty asset. On a relative basis, the Wonmunna royalty has performed consistently since it was acquired in May 2022. In Q2 2023, the Company’s Segilola royalty reached its $3.5 million revenue cap, while the Janet Ivy gold heap leach project in Western Australia, which achieved first production in Q3 2022, has continued ramping up production. In Q3 2023, Vox recognized inaugural revenue from the Kookynie gold royalty, triggered by a maiden mineral reserves discovery payment linked to the Puzzle Group gold deposits. Lastly, in June 2024, Mineral Resources announced a decision to ramp down and cease operations by the end of 2024 based on the results of a comprehensive evaluation of its Yilgarn Hub operations (which includes Koolyanobbing), citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets and indicated that exploration drilling will continue into 2025.
Operating Expenses
A key factor behind the increase in operating expenses in 2022 is the Company’s Nasdaq listing. In 2022, the Company incurred Nasdaq listing costs of $358,314. Vox commenced trading on the Nasdaq on October 10, 2022. In 2023, key drivers behind the increase in operating expenses include annual share-based compensation to management and directors in the form of RSU grants on June 5, 2023, fees related to the Company’s TSX graduation of $143,767, and impairment charges of $1,500,000 related to the Alce, Phoebe, Jaw, Cart and Colossus royalties, offset with an impairment reversal on the British King gold royalty during the period of $250,000. A reduction in the year-to-date 2024 operating expenditures is a result of management’s efforts in decreasing its general and professional fee expenses.
Liquidity and Capital Resources
The Company’s working capital and liquidity position as at June 30, 2024 comprised current assets of $11,411,718, including cash and cash equivalents of $7,802,713. Set against current liabilities of $3,166,127, the Company has net working capital of $8,245,591. This compares to current assets of 13,282,702 and net working capital of $10,378,752 as at December 31, 2023. As at June 30, 2024, the Company had $15,000,000 available under its Facility.
The Company is not subject to externally imposed capital requirements other than as disclosed for the Facility.
Cash Flows From Operating Activities
Cash flows earned from operations in 1H 2024 were $3,221,584 vs. $1,569,808 in 1H 2023. The increase in cash flows from operations during the period is primarily a result of:
|
| · | A decrease in income from operating activities prior to non-cash working capital changes of $355,403, which is primarily related to the results of operations discussed above. |
|
| · | Consistent accounts receivable amounts at December 31, 2023 and June 30, 2024 vs. an increase in accounts receivable in the comparative period of $546,458. |
|
| · | An increase in current liabilities during 1H 2024 of $440,391 vs. a decrease of $857,981 in 1H 2023. |
Cash flows earned from operations in Q2 2024 were $2,009,431 vs. $1,069,791 in Q2 2023. The increase in cash flows from operations during the period is primarily a result of:
|
| · | An increase in income from operating activities prior to non-cash working capital changes of $586,886, which is primarily related to the results of operations discussed above. |
|
| · | Consistent accounts receivable amounts at March 31, 2024 and June 30, 2024 vs. a decrease in accounts receivable in the comparative period of $1,037,590. |
|
| · | Consistent prepaid expense amounts at March 31, 2024 vs. June 30, 2024, compared to a decrease in Q2 2023 of $195,087. |
|
| · | An increase in current liabilities during Q2 2024 of $716,227 vs. a decrease of $864,319 in Q2 2023. |
Cash Flows Used In Investing Activities
Cash flows used in investing activities in 1H 2024 were $3,136,909 vs. $59,713 in the comparable period. The cash flows used in investing activities in Q2 2024 were $3,140,022 vs. $6,968 in Q2 2023. For both period comparisons, the increase is primarily a result of the Castle Hill Royalty Portfolio Acquisition, acquired on May 14, 2024.
| 14 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Cash Flows Used In Financing Activities
Cash flows used in financing activities for 1H 2024 were $1,611,849 vs. generating cash flows of $5,614,705 in the comparable period. In 1H 2024, cash was used primarily for (i) dividends paid to shareholders of $1,102,964, and (ii) transaction costs to set up the Facility of $459,944 vs. in 1H 2023, cash generated was from (i) the Company completing an underwritten public offering for gross proceeds of $7,260,000, net of share issue costs related to the offering of $701,316, and (ii) dividends paid to shareholders in 1H 2023 of $943,979.
Cash flows used in financing activities for Q2 2024 were $628,191 vs. generating cash flows of $6,062,288 in the comparable period. In Q2 2024, cash was used primarily for dividends paid to shareholders of $553,128 vs. in Q2 2023, cash generated was from (i) the Company completing an underwritten public offering for gross proceeds of $7,260,000, net of share issue costs related to the offering of $701,316, and (ii) dividends paid to shareholders in Q2 2023 of $496,396.
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 equities or other temporary investments of any kind on an interim basis.
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. 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, Vox may seek additional debt, including use of the Facility or the accordion feature connected thereto, as detailed in the “Highlights and Key Accomplishments” section of this MD&A, or equity financing, as necessary.
Off-Balance Sheet Arrangements
The Company does not utilize off-balance sheet arrangements.
Commitments and Contingencies
As at June 30, 2024, the Company did not have any right-of-use assets or lease liabilities.
Litigation matters
The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended June 30, 2024, individually or in the aggregate, is material to its consolidated financial condition or results of operations.
During the year ended December 31, 2023, the Company and its wholly-owned subsidiary, SilverStream SEZC (“SilverStream”), became aware that the operator of the Jaw, Phoebe, Cart and Colossus exploration projects did not renew all or substantially all of the relevant mining concessions and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company fully impaired the four royalties as of December 31, 2023, and the carrying value of the investment of $1,000,000 was reduced to $nil. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects. Pursuant to the original agreement signed with the operator on July 15, 2021, if any of the four exploration projects became relinquished within three years of signing the original agreement, the operator must promptly provide Vox with a replacement royalty for each relinquished royalty and with each replacement royalty having a value of at least $250,000. To the extent Vox is granted one or more replacement royalties, the Company expects to reverse up to $1,000,000 of the 2023 impairment charge, which would increase net income by the equivalent amount. As of the date of this MD&A, no replacement royalties have been granted.
SilverStream filed a writ and statement of claim in the Supreme Court of Western Australia against Titan Minerals Limited (“Titan”) on February 23, 2024, along with an amended writ and statement of claim on March 28, 2024, in respect of the Titan assets. SilverStream is seeking to enforce its rights to be issued replacement royalties and/or damages in respect of Titan’s failure to maintain certain mining concessions in Peru in accordance with various royalty deeds entered into between Titan and SilverStream in 2021. As of the date of this MD&A, the proceeding is ongoing.
Commitments
The Company is committed to minimum annual lease payments for its premises, which renew on a quarterly basis, and certain consulting agreements, as follows:
|
|
July 1, 2024 to June 30, 2025 |
|
| $ |
| Leases | 14,750 |
| Consulting agreements | 103,187 |
|
| 117,937 |
| 15 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Contingencies
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)(3) | 6,502,521 |
| Brits(1)(4) | 1,250,000 |
| Bullabulling(2)(5) | 667,129 |
| Koolyanobbing(6) | 333,565 |
| El Molino(7) | 450,000 |
| Uley(1)(8) | 146,768 |
| Winston Lake(9) | 73,062 |
| Norbec & Millenbach(9) | 18,266 |
|
| 9,441,311 |
| (1) | The milestone payment(s) may be settled in either cash or common shares of the Company, at the Company’s election. |
| (2) | Half of the milestone payment may be settled in cash or common shares of the Company, at the Company’s election. |
| (3) | Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000. |
| (4) | Milestone payments include: (i) $1,000,000 once 210,000t have been mined over a continuous six-month period, and (ii) a further $250,000 once 1,500,000t have been mined over a rolling 3-year time horizon. |
| (5) | Milestone payments include: (i) A$500,000 upon the project operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project. |
| (6) | Milestone payment due upon achievement of cumulative 5M dmt of ore processed. |
| (7) | Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions. |
| (8) | Milestone payment due upon commencement of commercial production. |
| (9) | Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox. |
The Company’s management believes current and expected future financial resources will be adequate to cover anticipated achieved milestone payments for the foreseeable future, that are required to be settled in cash.
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 six months ended June 30, 2024 and 2023.
Key management personnel compensation
The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2024 and 2023 were as follows:
|
| Three moths ended June 30, 2024 | Three months ended June 30, 2023 | Six moths ended June 30, 2024 | Six months ended June 30, 2023 |
|
| $ | $ | $ | $ |
| Short-term employee benefits | 530,542 | 583,750 | 1,068,879 | 1,260,961 |
| Share-based compensation | 668,817 | 61,834 | 1,264,181 | 703,433 |
|
|
|
|
|
|
|
| 1,199,359 | 645,584 | 2,333,060 | 1,964,394 |
Changes in Accounting Policies
Certain new accounting standards and interpretations have been published that were required to be adopted effective January 1, 2024. These standards did not have a material impact on the Company’s current or future reporting periods.
Amendments – IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)
Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.
| 16 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:
|
| - | the carrying amount of the liability; |
|
| - | information about the covenants; and |
|
| - | facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants. |
The amendments also clarify what IAS 1 means when it refers to the “settlement” of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity’s own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.
The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a significant impact on the unaudited condensed interim consolidated financial statements.
Recent Accounting Pronouncements
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2024, with earlier application permitted.
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.
Outstanding Share Data
The authorized share capital of the Company is an unlimited number of common shares without par value.
As at June 30, 2024 and August 7, 2024, the issued and outstanding securities were as follows:
|
| August 7, 2024 | June 30, 2024 |
|
| # | # |
| Common shares issued and outstanding | 50,377,433 | 50,240,245 |
| Stock options | 1,346,838 | 1,346,838 |
| Restricted share units | 1,552,626 | 1,689,814 |
|
|
|
|
| Fully diluted common shares | 53,276,897 | 53,276,897 |
Critical Accounting Judgements and Estimates
The preparation of the unaudited condensed 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 unaudited condensed interim consolidated financial statements.
The Company’s material accounting policy information and estimates are disclosed in Notes 2 and 3 of the December 31, 2023 audited consolidated financial statements. There have been no material changes to the policies during the six months ended June 30, 2024.
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 six months ended June 30, 2024 and the year ended December 31, 2023.
| 17 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
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 royalty receivables 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 royalty receivable balances. The Company’s royalty receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Vox’s royalty 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 the amount available under the Company’s revolving credit facility, anticipated cash flows from operations and holding of cash and cash equivalents. As at June 30, 2024, the Company had cash and cash equivalents of $7,802,713 (December 31, 2023 - $9,342,880) and working capital of $8,245,591 (December 31, 2023 - $10,378,752).
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 (loss) due to currency fluctuations include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at June 30, 2024, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income (loss) by $519,000.
Interest rate risk
The Company is exposed to interest rate risk due to the Facility being subject to floating interest rates. The Company monitors its exposure to interest rates. During the period ended June 30, 2024, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net loss and other comprehensive loss by approximately $75,000.
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. None of the Company’s future revenue is 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, base and/or ferrous 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 unaudited condensed interim consolidated statements of financial position approximate fair value because of the limited term of these instruments.
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 June 30, 2024 and December 31, 2023, the Company does not have any financial instruments measured at fair value after initial recognition.
| 18 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
Level 3 Hierarchy
The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at December 31, 2023. These financial instruments were measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income (loss). On March 25, 2024, the warrants, which were classified as Level 3, expired unexercised, resulting in nil warrants remaining issued and outstanding by the Company.
|
|
| December 31, 2023 |
|
|
| $ |
| Balance, beginning of year |
| 601,715 |
| Change in valuation of financing warrants |
| (445,216) |
| Share-based compensation recovery on PSUs |
| (156,499) |
|
|
|
|
| Balance, end of period |
| - |
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, while optimizing its capital structure by balancing debt and equity. As at June 30, 2024, the capital structure of the Company consists of $44,560,340 (December 31, 2023 - $44,923,670) of total equity, consisting of share capital, equity reserves, and deficit.
The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting
Disclosure Controls and Procedures
The Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”) of the Company are responsible for establishing and maintaining the Company’s disclosure controls and procedures (“DCP”) including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
As required by applicable Canadian securities laws and Rule 13a-15(b) under the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s DCP as of December 31, 2023. Based on this evaluation, the CEO and CFO concluded that the design and operation of the Company’s DCP were effective as of December 31, 2023.
In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings in Canada (“NI 52-109”) and under the Securities Exchange Act of 1934, as amended, in the United States. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes:
|
| · | maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company; |
|
| · | providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB; |
|
| · | providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and |
|
| · | providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis. |
| 19 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.
There were no changes to the Company’s internal controls over financial reporting during the six months ended June 30, 2024 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting or disclosure controls and procedures.
Limitations of Controls and Procedures
The Company’s management, including the CEO and the CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Forward-Looking Information
Certain statements contained in this MD&A may be deemed “forward looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Vox expects to occur including management’s expectations regarding Vox’s growth, results of operations, estimated future revenue, 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 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 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 conflicts in Ukraine and Israel, and as well as those risk factors discussed in the section entitled “Risk Factors” in Vox’s AIF dated March 7, 2024 available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov. 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 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; 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 revenue from royalties 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.
| 20 |
| Vox Royalty Corp. Management Discussion & Analysis For the three and six months ended June 30, 2024 |
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 National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure contained in this document.
Red Hill
Northern Star Resources Annual Mineral Resources and Ore Reserves Statement:
https://www.nsrltd.com/investor-and-media/asx-announcements/2024/may/resources,-reserves-and-exploration-update
The JORC-2012 Red Hill mineral resource was referenced as a combined Indicated & Inferred classification by Northern Star, but no split between Indicated and Inferred was shared or able to be estimated by Vox management. As such the entire mineral resource has been labelled Inferred in this press release and should be considered as such by readers. Similarly, the maiden reserve at Red Hill has not been classified by Northern Star as a proven reserve, and therefore should be considered probable reserve by readers.
Lynn Lake (MacLellan)
Alamos Gold Reports Mineral Reserves and Resources for the Year-Ended 2023:
https://alamosgold.com/news-and-events/news/news-details/2024/Alamos-Gold-Reports-Mineral-Reserves-and-Resources-for-the-Year-Ended-2023/default.aspx
Chris Bostwick, FAusIMM, Alamos Gold’s Senior Vice President, Technical Services, has reviewed and approved the scientific and technical information contained in this Alamos news release. Chris Bostwick is a Qualified Person within the meaning of Canadian Securities Administrator’s National Instrument 43-101 (“NI 43-101”). The Qualified Persons for the National Instrument 43-101 compliant Mineral Reserve and Resource estimates are detailed in the following table.
Abercromby Well
Wiluna Project Mineral Resources – 2012 JORC Code Compliant Resource Estimates – U3O8 and V2O5 for Centipede-Millipede, Lake Way and Lake Maitland:
https://www.listcorp.com/asx/toe/toro-energy-limited/news/amended-resource-uplift-boosts-wiluna-uranium-value-3005180.html
The information presented in the news release that relates to U3O8 and V2O5 Mineral Resources of the Centipede-Millipede, Lake Way and Lake Maitland deposits is based on information compiled by Dr Greg Shirtliff of Toro Energy Limited and Mr Daniel Guibal of Condor Geostats Services Pty Ltd. Mr Guibal takes overall responsibility for the Resource Estimate, and Dr Shirtliff takes responsibility for the integrity of the data supplied for the estimation. Dr Shirtliff is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and Mr Guibal is a Fellow of the AusIMM and they have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)’. The Competent Persons consent to the inclusion in the Toro Energy news release of the matters based on the information in the form and context in which it appears.
Cardinia
Genesis Minerals Ltd – Five-year Strategic Plan:
https://gmd.live.irmau.com/pdf/0540af7c-a776-4992-b521-924e79cf8dad/Fiveyear-Strategic-Plan.pdf
The information in the Genesis Minerals Presentation that relates to Mineral Resources and Ore Reserves estimates for the Genesis' projects referred to in the Presentation are extracted from Genesis' ASX announcement of 21st March 2024 titled "Growth strategy underpinned by robust Reserves". Genesis confirms that it is not aware of any new information or data that materially affects the information included in the previous announcement and Genesis confirms that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates continue to apply and have not materially changed. Genesis confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the previous announcements. The information in this Presentation that relates to the Production Targets Genesis' projects are extracted from Genesis' ASX announcement of 21st March 2024 titled "Growth strategy underpinned by robust Reserves". Genesis confirms that all material assumptions underpinning the Production Targets continue to apply and have not materially changed. The information in the Presentation that relates to Exploration Results for Gwalia and Tower Hill are extracted from Genesis' ASX announcement of 21st March 2024 titled "Growth strategy underpinned by robust Reserves". Genesis confirms that it is not aware of any new information or data that materially affects the information included in the original announcements. Genesis confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the previous announcements. The information in this Presentation that relates to Exploration Results for Ulysses are extracted from Genesis' ASX announcements of 31st July 2023 titled “June quarterly report 2023”, 27th April 2023 titled “March quarterly report 2023”, 30th January 2023 titled “December quarterly report 2022”, 22nd October 2022 titled “September quarterly report 2022”, and 5th July 2022 titled “June quarterly report 2022”. Genesis confirms that it is not aware of any new information or data that materially affects the information included in the original announcements. Genesis confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the previous announcements.
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EXHIBIT 99.3
FORM 52‑109F2
CERTIFICATION OF INTERIM FILINGS
FULL 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 June 30, 2024. |
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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. |
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| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
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| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
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| a. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
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| i. | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
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| ii. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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| b. | designed ICFR, or caused it to be designed under our supervision, 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. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 7, 2024
| (signed) “Kyle Floyd” |
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| Kyle Floyd Chief Executive Officer |
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EXHIBIT 99.4
FORM 52‑109F2
CERTIFICATION OF INTERIM FILINGS
FULL 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 June 30, 2024 |
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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. |
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| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
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| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
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| a. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
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| i | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
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| ii | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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| b. | designed ICFR, or caused it to be designed under our supervision, 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. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 7, 2024
| (signed) “Pascal Attard” |
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| Pascal Attard Chief Financial Officer |
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EXHIBIT 99.5
VOX ANNOUNCES Q2 2024 FINANCIAL RESULTS
AND DECLARES QUARTERLY DIVIDEND
TORONTO, CANADA – August 7, 2024 – Vox Royalty Corp. (TSX: VOXR) (NASDAQ: VOXR) (“Vox” or the “Company”), a returns focused mining royalty company, is pleased to announce its operating and financial results for the second quarter ended June 30, 2024. All amounts in U.S. dollars unless otherwise indicated.
Kyle Floyd, Chief Executive Officer, stated: “We’re pleased to share another strong quarter of financial results, which included a 15% quarterly increase in gross profit and a 28% decrease in general and administration expenditures compared to Q2 2023. We also continued to accretively build the portfolio with the completion of another Australian royalty portfolio acquisition. During the quarter, we noted significant pre-production developments in our royalty portfolio that are expected to contribute to near-term revenues, including commencement of ore mining at Bulong/Myhree announced on 29 July. The quarter also saw record ore shipments, with Mineral Resources Ltd. achieving record quarterly loadout rates at Port Hedland in Western Australia, with Pilbara Hub shipments increasing 22% quarter on quarter, comprised of ore from our Wonmunna royalty asset and the Iron Valley mine (not royalty linked).
The Vox portfolio of royalties, with its weighting towards Australia, has the Company well positioned to realize sustained organic growth, alongside a robust pipeline of new opportunities. Further, there has been a concerted focus in strengthening the team and board, systems, and processes, in conjunction with lowering costs company wide. I am excited by our progress in these areas, which is expected to provide burgeoning operating leverage in the quarters and years ahead.”
Second Quarter 2024 Highlights
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| · | Cash flows generated from operations: |
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| o | $2,009,431 for the three months ended June 30, 2024, up ~88% from $1,069,791 in Q2 2023. |
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| o | $3,221,584 for the six months ended June 30, 2024, up ~105% from $1,569,808 in 1H 2023. |
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| · | Q2 2024 revenue of $2,839,117 and year-to-date revenue of $5,721,629 (compared to revenue of $2,217,384 and $5,798,239 for the three and six months ended June 30, 2023, respectively). Revenue for the quarter and year-to-date is inline with expectations and overall 2024 guidance. |
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| · | General and administration expenditures decreased $436,618 (~28% decrease) for the quarter and $627,729 (decreased ~22%) for the year-to date compared to the comparative periods. The Company has made significant efforts to reduce its cost profile compared to the past periods. |
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| · | Gross profit of $2,106,988 and $4,521,127 for the three and six months ended June 30, 2024, respectively (compared to $1,831,488 and $4,796,345 for the three and six months ended June 30, 2023, respectively). Gross profit for the quarter increased ~15% as a result of an increase in iron ore shipments with a flat iron ore price vs. the year-to-date figure decreasing ~6% due to a 10% decline in iron ore price offset with an increase in iron ore shipments for the period. |
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| · | Strong balance sheet position at period end includes: (i) cash and accounts receivable of $11,113,580, and (ii) working capital of $8,245,591. |
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| · | On January 16, 2024, the Company entered into a definitive credit agreement with the Bank of Montreal providing for a $15 million secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $10 million of availability subject to certain conditions. As at June 30, 2024, the Company had not drawn down on the Facility. |
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| · | On March 7, 2024, increased quarterly cash dividend by 9.1% to $0.012 per common share. |
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| · | On March 18, 2024, the Company adopted a dividend reinvestment plan and approved the adoption of a share repurchase program of up to $1,500,000 of Vox common shares. As at June 30, 2024, the Company had not repurchased any Vox common shares. |
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Summary of Quarterly Results
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| Three months ended June 30, 2024 |
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| Three months ended June 30, 2023 |
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| Six months ended June 30, 2024 |
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| Six months ended June 30, 2023 |
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| $ |
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| $ |
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| $ |
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| $ |
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| Income Statement |
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| Revenue |
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| 2,839,117 |
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| 2,217,384 |
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| 5,721,629 |
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| 5,798,239 |
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| Gross profit |
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| 2,106,988 |
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| 1,831,488 |
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| 4,521,127 |
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| 4,796,345 |
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| Operating expenses |
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| (1,898,570 | ) |
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| (2,349,226 | ) |
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| (3,702,195 | ) |
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| (4,371,105 | ) |
| Income (loss) from operations |
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| 208,418 |
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| (517,738 | ) |
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| 818,932 |
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| 425,240 |
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| Other income (expenses)(1) |
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| 68,793 |
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| 983,342 |
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| (41,006 | ) |
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| 142,187 |
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| Income tax expense – current and deferred |
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| (610,799 | ) |
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| (514,047 | ) |
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| (1,352,901 | ) |
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| (1,297,109 | ) |
| Net loss |
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| (333,588 | ) |
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| (48,443 | ) |
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| (574,975 | ) |
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| (729,682 | ) |
| Loss per share – basic and diluted |
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| (0.01 | ) |
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| (0.00 | ) |
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| (0.01 | ) |
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| (0.02 | ) |
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| Statement of Cash Flows |
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| Cash flows from operating activities |
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| 2,009,431 |
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| 1,069,791 |
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| 3,221,584 |
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| 1,569,808 |
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| Dividends declared per share |
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| 0.012 |
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| 0.011 |
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| 0.024 |
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| 0.022 |
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(1) Other income (expenses) comprise foreign exchange differences, interest income, BMO credit facility finance charges and the comparative period also includes the fair value change of warrants which expired on March 25, 2024.
For complete details, please refer to the unaudited condensed interim consolidated financial statements and associated Management Discussion and Analysis for the three and six months ended June 30, 2024, available on SEDAR+ (www.sedarplus.ca), 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 declared a quarterly dividend of $0.012 per common share, to be paid on October 11, 2024, to shareholders of record as of the close of business in Toronto on September 27, 2024.
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 September 27, 2024. 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.
Dividend Reinvestment Plan
Shareholders are reminded that the Company adopted a dividend reinvestment plan in Q1 2024 (“DRIP”). In order to be eligible to receive DRIP shares in lieu of cash for the Q3 2024 dividend, enrollment must be completed by registered shareholders by 5:00 pm (Toronto time) on Friday, September 20, 2024. Beneficial shareholders will need to make arrangements in advance of such time through their brokers and/or nominees in accordance with such parties’ internal requirements. For its Q3 2024 dividend, the Company intends to issue common shares from treasury. For any shareholders that previously enrolled in the DRIP, no further arrangements need to be made.
Participation in the DRIP is optional and will not affect shareholders' cash dividends unless they elect to participate in the DRIP. Participation in the DRIP is expected to be available to registered shareholders residing in Canada and all other jurisdictions where such participation is not prohibited under applicable law, subject to withholding tax (if applicable). Participation in the DRIP is currently not available for residents of the United States at this time.
Registered Shareholders may enroll in the DRIP by completing an enrollment form, which is available on the Company's website at https://www.voxroyalty.com/investors/dividends-and-tax/ and following the instructions therein.
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Beneficial shareholders should contact their financial intermediary to seek enrollment. In order to participate in the DRIP, a beneficial shareholder must either:
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| - | arrange for their broker or other nominee to enroll in the DRIP on their behalf; or |
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| - | transfer their common shares into their own name and enroll directly in the DRIP as a registered shareholder. |
All shareholders considering enrollment in the DRIP should carefully review the terms of the DRIP, a copy of which is available athttps://www.voxroyalty.com/investors/dividends-and-tax/ and consult with their advisors as to the implications of enrollment in the DRIP.
This press release is not an offer to sell or a solicitation of an offer of securities. Shareholders with any questions regarding the DRIP and the enrollment process may contact: ir@voxroyalty.com.
Appointment of Odyssey Trust Company as Transfer Agent and DRIP Agent
The Company is pleased to announce it has appointed Odyssey Trust Company as its transfer agent and DRIP agent, effective August 30, 2024. Please visit www.odysseytrust.com for inquiries regarding Odyssey’s services for the Company.
About Vox
Vox is a returns focused mining royalty company with a portfolio of over 60 royalties spanning six 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 30 separate transactions to acquire over 60 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, as amended, the U.S. Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. 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, statements regarding the payment of a quarterly dividend in October 2024 and on any future date thereafter, expectations to realize revenue from producing and development stage royalty assets in the near-term, and revenue expectations for fiscal year 2024.
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, including but not limited to: 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 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 Vox’s dividend policy; epidemics, pandemics or other public health crises, geopolitical events and other uncertainties, such as the conflicts in Ukraine and Israel, as well as those factors discussed in the section entitled “Risk Factors” in Vox’s annual information form for the financial year ended December 31, 2023 available at www.sedarplus.ca and the SEC’s website at www.sec.gov (as part of Vox’s Form 40-F).
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 Vox’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.
None of the TSX, its Regulation Services Provider (as that term is defined in policies of the TSX) or The Nasdaq Stock Market LLC accepts responsibility for the adequacy or accuracy of this press 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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