Vox Royalty Corp 6-K, filed Aug 12, 2026
Vox Royalty Corp. (VOXR)
About this 6-K
Vox Royalty Corp filed this 6-K on August 12, 2026.
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 2026
Commission File Number: 000-56292
| Vox Royalty Corp. |
| (Registrant) |
1499 WEST 120th AVENUE, SUITE 110
WESTMINSTER, CO 80234
(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 (File No. 333-284746) and Form S-8 (File No. 333-275418) under the U.S. Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.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 12, 2026 | By: | /s/ Kyle Floyd |
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| Chief Executive Officer |
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EXHIBIT INDEX
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EXHIBIT 99.1
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited – Expressed in United States Dollars)
VOX ROYALTY CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited – Expressed in United States Dollars)
INDEX
| Table of Contents |
| Condensed Interim Consolidated Statements of Financial Position (Unaudited - Expressed in United States Dollars) |
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| As at | ||
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Note | June 30, 2026 | December 31, 2025 | |
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| $ | $ | |
| Assets |
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| Current assets |
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| Cash |
| 31,127,354 | 8,084,572 | |
| Accounts receivable | 4 | 1,236,976 | 2,857,202 | |
| Prepaid expenses and other |
| 319,667 | 439,177 | |
| Total current assets |
| 32,683,997 | 11,380,951 | |
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| Non-current assets |
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| Royalty interests | 5 | 49,383,807 | 50,779,045 | |
| Streams and other interests – financial assets | 6 | 79,786,029 | 59,964,224 | |
| Other assets | 7 | 403,365 | 468,505 | |
| Intangible assets | 8 | 712,031 | 803,907 | |
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| Total assets |
| 162,969,229 | 123,396,632 | |
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| Liabilities |
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| Current liabilities |
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| Accounts payable and accrued liabilities | 9 | 2,528,803 | 2,999,323 | |
| Dividends payable | 10 | 1,041,787 | 854,564 | |
| Income taxes payable |
| 788,702 | 318,925 | |
| Total current liabilities |
| 4,359,292 | 4,172,812 | |
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| Non-current liabilities |
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| Credit facility | 7 | - | 6,700,000 | |
| Deferred tax liabilities |
| 5,936,835 | 5,476,733 | |
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| Total liabilities |
| 10,296,127 | 16,349,545 | |
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| Equity |
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| Share capital | 10 | 133,098,604 | 129,977,712 | |
| Equity reserves | 11 | 8,403,530 | 5,346,955 | |
| Retained earnings (deficit) |
| 11,170,968 | (28,277,580) | |
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| Total equity |
| 152,673,102 | 107,047,087 | |
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| Total liabilities and equity |
| 162,969,229 | 123,396,632 | |
Commitments and contingencies (Note 16)
Subsequent events (Note 21)
Approved by the Board of Directors on August 12, 2026
| Signed “Kyle Floyd” , Director |
| Signed “Robert Sckalor” , Director |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 1 |
| Table of Contents |
| Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited - Expressed in United States Dollars) |
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Note | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
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| $ | $ | $ | $ |
| Royalty revenue | 18 | 1,574,791 | 2,765,145 | 3,743,878 | 5,445,339 |
| Net precious metals income | 6,18 | 4,579,174 | - | 18,446,690 | - |
| Depletion on royalties and depreciation-like charges | 5, 6 | (2,071,427) | (1,018,232) | (6,529,303) | (1,803,354) |
| Gross profit |
| 4,082,538 | 1,746,913 | 15,661,265 | 3,641,985 |
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| Operating income (expenses) |
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| General and administration | 12 | (1,420,829) | (1,111,125) | (2,960,630) | (2,245,663) |
| Share-based compensation | 11 | (1,962,009) | (670,582) | (4,105,615) | (1,254,916) |
| Gain on disposition of royalty interests | 5 | 5,189,144 | - | 5,189,144 | - |
| Gain on disposition of streams and other interests | 6 | 2,190,437 |
| 2,190,437 |
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| Project evaluation expenses | 13 | (472,101) | (142,979) | (1,252,202) | (215,648) |
| Total operating income (expenses) |
| 3,524,642 | (1,924,686) | (938,866) | (3,716,227) |
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| Income (loss) from operations |
| 7,607,180 | (177,773) | 14,722,399 | (74,242) |
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| Other income (expenses) |
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| Revaluation of streams and other interests | 6 | 10,990,966 | - | 27,523,940 | - |
| Amendment fee on streams and other interests | 6 | - | - | 1,000,000 | - |
| Interest and finance expenses | 7 | (102,113) | (182,564) | (253,112) | (267,952) |
| Other income (expenses), net | 14 | (13,923) | 200,208 | 22,245 | 273,941 |
| Income (loss) before income taxes |
| 18,482,110 | (160,129) | 43,015,472 | (68,253) |
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| Income tax expense | 19 | (1,441,252) | (227,828) | (1,491,628) | (678,844) |
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| Net income (loss) and comprehensive income (loss) |
| 17,040,858 | (387,957) | 41,523,844 | (747,097) |
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| Weighted average number of shares outstanding |
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| Basic | 10 | 68,913,691 | 50,756,027 | 68,800,560 | 50,742,893 |
| Diluted | 10 | 71,332,280 | 50,756,027 | 71,144,353 | 50,742,893 |
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| Income (loss) per share |
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| Basic | 10 | 0.25 | (0.01) | 0.60 | (0.01) |
| Diluted | 10 | 0.24 | (0.01) | 0.58 | (0.01) |
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 2 |
| Table of Contents |
| Condensed Interim Consolidated Statements of Changes in Equity (Unaudited - Expressed in United States Dollars) |
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| Note | Number of Shares | Share Capital | Equity Reserves | Retained earnings (deficit) | Total Equity | ||
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| # | $ | $ | $ | $ | ||
| Balance, January 1, 2025 |
| 50,658,776 | 69,528,762 | 4,722,776 | (31,191,339) | 43,060,199 | ||
| Share issue costs |
| - | (2,241) | - | - | (2,241) | ||
| Dividends declared |
| - | - | - | (1,268,883) | (1,268,883) | ||
| Shares issued – dividends reinvestment plan |
| 3,740 | 9,152 | - | - | 9,152 | ||
| Settlement of RSUs |
| 93,855 | 220,631 | (220,631) | - | - | ||
| Share-based compensation |
| - | - | 1,277,538 | - | 1,277,538 | ||
| Net loss and comprehensive loss |
| - | - | - | (747,097) | (747,097) | ||
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| Balance, June 30, 2025 |
| 50,756,371 | 69,756,304 | 5,779,683 | (33,207,319) | 42,328,668 | ||
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| Balance, January 1, 2026 |
| 68,364,945 | 129,977,712 | 5,346,955 | (28,277,580) | 107,047,087 | ||
| Share issue costs |
| - | (1,469) | - | - | (1,469) | ||
| Dividends declared | 10 | - | - | - | (2,075,296) | (2,075,296) | ||
| Shares issued – dividends reinvestment plan | 10 | 2,401 | 11,759 | - | - | 11,759 | ||
| Settlement of RSUs | 11 | 243,584 | 600,139 | (600,139) | - | - | ||
| Exercise of stock options | 11 | 841,541 | 2,510,463 | (448,901) | - | 2,061,562 | ||
| Share-based compensation | 11 | - | - | 4,105,615 | - | 4,105,615 | ||
| Net income and comprehensive income |
| - | - | - | 41,523,844 | 41,523,844 | ||
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| Balance, June 30, 2026 |
| 69,452,471 | 133,098,604 | 8,403,530 | 11,170,968 | 152,673,102 | ||
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 3 |
| Table of Contents |
| Condensed Interim Consolidated Statements of Cash Flows (Unaudited - Expressed in United States Dollars) |
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Note | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
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| $ | $ | $ | $ |
| Cash flows from operating activities |
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| Net income (loss) for the period |
| 17,040,858 | (387,957) | 41,523,844 | (747,097) |
| Adjustments for: |
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| Deferred tax expense (recovery) | 19 | 409,074 | 49,311 | 460,102 | (3,649) |
| Foreign exchange on cash |
| 7,556 | 7,767 | 25,278 | 24,566 |
| Share-based compensation | 11, 15 | 1,962,009 | 670,582 | 4,105,615 | 1,254,916 |
| Interest and finance expenses | 7 | 102,113 | 182,564 | 253,112 | 267,952 |
| Amortization | 8 | 45,938 | 45,885 | 91,876 | 91,770 |
| Realized gain on sale of investments | 14 | (141,269) | - | (141,269) | - |
| Gain on disposition of royalty interests | 5 | (5,189,144) | - | (5,189,144) | - |
| Gain on disposition of streams and other interests | 6 | (2,190,437) | - | (2,190,437) | - |
| Depletion on royalties and depreciation-like charges | 5,6 | 2,071,427 | 1,018,232 | 6,529,303 | 1,803,354 |
| Revaluation of streams and other interests | 6 | (10,990,966) | - | (27,523,940) | - |
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| 3,127,159 | 1,586,384 | 17,944,340 | 2,691,812 |
| Changes in non-cash working capital: |
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| Accounts receivable |
| 869,757 | (80,428) | 1,620,226 | (68,972) |
| Prepaid expenses |
| 129,659 | 122,668 | 119,510 | (2,673) |
| Accounts payable and accrued liabilities |
| (168,322) | 202,819 | (242,541) | (207,932) |
| Income taxes payable |
| 740,309 | (74,714) | 469,777 | 383,308 |
| Net cash flows from operating activities |
| 4,698,562 | 1,756,729 | 19,911,312 | 2,795,543 |
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| Cash flows from (used in) investing activities |
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| Acquisition of royalties | 5 | (83,762) | (11,705,057) | (424,670) | (11,705,057) |
| Proceeds from disposition of royalty | 5 | 5,620,317 | - | 5,620,317 | - |
| Proceeds from the sale of investments | 6 | 4,941,268 | - | 4,941,268 | - |
| Net cash flows from (used in) investing activities |
| 10,477,823 | (11,705,057) | 10,136,915 | (11,705,057) |
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| Cash flows from (used in) financing activities |
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| Share issue costs paid |
| (595) | (402) | (246,828) | (2,241) |
| Exercise of stock options |
| 1,155,399 | - | 2,061,562 | - |
| Proceeds from credit facility | 7 | - | 11,700,000 | - | 11,700,000 |
| Credit facility repayments | 7 | - | - | (6,700,000) | - |
| Transaction costs related to credit facility | 7 | - | - | (57,849) | (2,615) |
| Payments of interest on credit facility | 7 | (63,857) | (88,614) | (160,738) | (110,177) |
| Dividends paid | 10 | (1,027,476) | (628,657) | (1,876,314) | (1,233,179) |
| Net cash flows from (used in) financing activities |
| 63,471 | 10,982,327 | (6,980,167) | 10,351,788 |
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| Increase in cash |
| 15,239,856 | 1,033,999 | 23,068,060 | 1,442,274 |
| Impact of foreign exchange on cash |
| (7,556) | (7,767) | (25,278) | (24,566) |
| Cash, beginning of the period |
| 15,895,054 | 9,145,867 | 8,084,572 | 8,754,391 |
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| Cash, end of the period |
| 31,127,354 | 10,172,099 | 31,127,354 | 10,172,099 |
Supplemental cash flow information (Note 17)
See accompanying notes to the unaudited condensed interim consolidated financial statements.
| 4 |
| Table of Contents |
| Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - 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 head office is located at 1499 West 120th Ave, Suite 110, Westminster, CO, 80234, USA. The Company’s registered office is 100 King Street West, Suite 5700, Toronto, ON, M5X 1C7, 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”.
The Company holds a diversified portfolio of over 70 royalties, streams, and other interests, with primary exposure to gold and select industrial metals across top tier mining jurisdictions. Approximately 85% of the Company’s portfolio of royalty, streams and other interests by asset count are located in Australia, Canada and the United States.
The Company's net precious metals income on certain streams and other interests is subject to annual production caps which are typically met in the first half of the fiscal year. As a result, net precious metals income may be higher in the first half of the fiscal year, however, this can vary from time to time by changes in mine gold production throughout the year. As a result, the Company's net precious metals income and financial performance for any single quarter may not be indicative of revenue and financial performance which may be expected for the full year.
2. Material accounting policy information
(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, 2025. They do not include all of the information and disclosures required by International Financial Reporting Standards as issued by the IASB (“IFRS Accounting Standards”) 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, 2026 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2025.
These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on August 12, 2026.
(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 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: Vox Royalty Cayman SEZC (Cayman Islands), Vox Royalty Australia Pty Ltd. (Australia), Vox Royalty Canada Ltd. (Ontario, Canada), and Vox Royalty USA Ltd. (Delaware, USA). These unaudited condensed interim consolidated financial statements also incorporated the accounts of the Company’s previously wholly-owned subsidiary, SilverStream SEZC (Cayman Islands), which commenced a voluntary liquidation on November 19, 2025, and held a final meeting of the sole shareholder, Vox, to dissolve SilverStream SEZC, on December 19, 2025.
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) Recent accounting pronouncements adopted
Amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)
Effective January 1, 2026, the Company adopted amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities, introduce a new exception for certain financial liabilities settled through an electronic payment system prior to the settlement date and update the disclosures required for equity instruments designated at fair value through other comprehensive income. The Company elected to apply the option to derecognize financial liabilities settled in cash using an electronic payment system, before the settlement date when the related payment instruction cannot be withdrawn, stopped or cancelled, the Company no longer has access to the cash designated for settlement and the related settlement risk is insignificant. These amendments did not have a material impact on the Company's condensed interim consolidated financial statements.
| 5 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
(e) Recent accounting pronouncements not yet adopted
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, 2026, with earlier application permitted.
IFRS 18 – Presentation and Disclosure in Financial Statements
IFRS 18 introduces new categories and defined subtotals in the statement of profit or loss, new disclosures on management-defined performance measures (“MPMs”) and enhanced requirements to improve the aggregation and disaggregation of information in the financial statements. Under IFRS 18, the statement of profit or loss is divided into three categories: operating, investing, and financing. Concurrent amendments to IAS 7 Cash Flows align with these new subtotals so the cash flow statement will now begin with the IFRS 18-specified subtotal of operating profit rather than net earnings.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The adoption of IFRS 18 is expected to change the presentation and structure of the Company’s primary financial statements but is not expected to have an impact on the measurement of net earnings or cash flows.
IFRS 18 will require additional note disclosures such as for MPMs where certain non-IFRS performance measures, representing subtotals of income and expenses, are used in public communications. Management is monitoring pronouncements from both the IASB and the regulators. The Company is continuing to evaluate the detailed impact of IFRS 18 on the Company’s financial statement presentation, disclosures, and internal controls.
3. Significant judgments, estimates and assumptions
The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS Accounting Standards 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, 2025.
4. Accounts receivable
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| June 30, 2026 | December 31, 2025 |
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| $ | $ |
| Trade receivables from royalties | 1,120,726 | 2,685,915 |
| Trade receivables from streams and other interests | 5,050 | 60,087 |
| Sales tax recoverable | 111,200 | 111,200 |
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| 1,236,976 | 2,857,202 |
Trade receivables from royalties, streams and other interests are held in order to collect the contractual cash flows, are initially measured at the amounts communicated as receivable from the counterparties under the terms of the agreements and are generally collected within 45 days of quarter-end. None of the receivables are past due and impairment losses recognized based on lifetime expected credit losses are immaterial given the credit quality of the counterparties.
5. Royalty interests
As at and for the six months ended June 30, 2026:
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| Cost |
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| Accumulated Depletion |
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Royalty interests |
Opening |
Additions |
Reclass |
Disposals |
Ending |
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Opening |
Depletion |
Reclass |
Ending |
| Carrying Amount |
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| $ | $ | $ | $ | $ |
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| $ | $ | $ | $ |
| $ |
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| Producing | 34,699,886 | - | (262,328) | - | 34,437,558 |
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| (9,570,488) | (1,430,400) | 148,433 | (10,852,455) |
| 23,585,103 |
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| Non-producing | 27,863,974 | 443,185 | 284,346 | (431,173) | 28,160,332 |
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| (2,279,000) | (6,331) | (148,433) | (2,433,764) |
| 25,726,568 |
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| Deferred acquisition costs | 64,673 | 72,136 | (64,673) | - | 72,136 |
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| - | - | - | - |
| 72,136 |
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| Total | 62,628,533 | 515,321 | (42,655) | (431,173) | 62,670,026 |
|
| (11,849,488) | (1,436,731) | - | (13,286,219) |
| 49,383,807 |
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| 6 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
Non-producing royalty interests include development, advanced exploration and exploration stage assets, with exploration and evaluation stage assets comprising a carrying amount of $4,446,313 at June 30, 2026 (December 31, 2025 - $4,332,418).
Total royalty interests include carrying amounts in the following countries:
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| June 30, 2026 | December 31, 2025 |
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| $ | $ |
| Australia | 41,203,072 | 42,591,979 |
| Canada | 2,756,817 | 2,756,817 |
| USA | 2,159,906 | 2,166,237 |
| Mali | 1,503,549 | 1,503,549 |
| South Africa | 1,150,828 | 1,150,828 |
| Brazil | 564,026 | 564,026 |
| Peru | 45,609 | 45,609 |
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| 49,383,807 | 50,779,045 |
Royalties acquired during the six months ended June 30, 2026
Gold and copper royalty portfolio
On February 26, 2026, the Company completed the acquisition of a portfolio of two Australian gold and copper royalties for a total consideration of up to $460,330 (A$650,000). The Company paid the royalty seller $318,697 (A$450,000) at closing, a further $69,351 (A$100,000) in June 2026, and a further $72,282 (A$100,000) is payable on the satisfaction of post-closing conditions, which has not occurred to date. In addition, the Company incurred $52,206 of legal and professional fees related to the acquisition.
Royalties sold during the six months ended June 30, 2026
Federation gold royalty sale
On June 22, 2026, the Company completed the disposition of a capped 4.5% gold royalty on remaining gold production from the Hera Tenement EL6162, acquired on February 26, 2026, to the owner of the Hera project for total cash consideration of $5,620,317 (A$8,030,000), resulting in a gain of $5,189,144.
Deferred asset acquisitions
Deferred asset acquisitions as at June 30, 2026 of $72,136 (December 31, 2025 - $64,673) relates to costs incurred prior to the execution and closing of an asset acquisition. Deferred asset acquisition costs are reallocated to royalty interests or streams and other interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are expensed as project evaluation expenses.
6. Streams and other interests
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Balance, beginning of period | 59,964,224 | - |
| Acquisitions | - | 56,119,811 |
| Settlement receipts | (18,446,690) | (4,581,329) |
| Change in fair value: |
|
|
| Net precious metals income | 18,446,690 | 4,581,329 |
| Depreciation-like charges | (5,092,572) | (2,282,834) |
| Proceeds on disposition of i-80 offtake stream | (4,800,000) | - |
| Gain on disposition of i-80 offtake stream | 2,190,437 | - |
| Revaluation of streams and other interests | 27,523,940 | 6,127,247 |
|
|
|
|
| Balance, end of period | 79,786,029 | 59,964,224 |
| 7 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
Total streams and other interests include fair value amounts in the following countries:
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Canada | 40,034,029 | 24,264,224 |
| Côte d’Ivoire | 26,963,000 | 13,300,000 |
| South Africa | 8,854,000 | 7,000,000 |
| Mexico | 3,935,000 | - |
| USA | - | 2,300,000 |
| Brazil | - | 13,100,000 |
|
|
|
|
|
| 79,786,029 | 59,964,224 |
Amendments to PMPAs during the six months ended June 30, 2026
On January 23, 2026, Vox entered into a definitive agreement with Equinox Gold Corp. (“Equinox”) to restructure Vox’s 35% gold purchase contract over the Santa Luz, Fazenda and RDM mines in Brazil, with another gold purchase contract over the Greenstone gold mine in Ontario, Canada. As part of the agreement, Equinox paid Vox $1,000,000 as an amendment fee, which is reflected in the consolidated statement of income (loss).
i-80 gold offtake stream sale during the six months ended June 30, 2026
On June 26, 2026, Vox completed the disposition of its capped gold offtake stream over the Ruby Hill, Cove and Granite Creek projects (“i-80 Stream”) in Nevada to i-80 Gold Corp. (“i-80 Gold”) for $4,800,000, satisfied through the issuance of 3,453,237 i-80 Gold common shares, resulting in a gain of $2,190,437. The i-80 shares were subsequently sold for $4,941,268, realizing a further gain of $141,269. The disposition of the i-80 Stream and the subsequent sale of the i-80 shares, resulted in a total gain of $2,331,706.
Assumptions
The fair value of these Precious Metals Purchase Agreements (“PMPAs”) is determined by calculating the discounted future cash flows. The valuation relies primarily on unobservable inputs and is therefore classified as a Level 3 fair value measurement. The key input assumptions used were a 7.54% discount rate (December 31, 2025: 8.0% discount rate), forecast blended realized margins of $74.74/oz (December 31, 2025: $65.36/oz), and projected production volumes from the individual mines.
The sensitivity to the fair value of the financial asset that were attributed from the changes in the key inputs are summarized as follows:
|
| · | Discount rate: a 1% increase (decrease) in discount rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $3,200,000. |
|
| · | Realized margins: a 5% increase (decrease) in realized margins would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $4,000,000. Realized margins is calculated using the Monte Carlo simulation method. |
|
| · | Projected production volume: this input is based on mine plans published by the individual operators and management’s best estimate of the ounces to be delivered under the contract. Material changes to the total volume of the production over the life of the mine during the three months ended June 30, 2026, were primarily a result of the following: |
|
| o | Bonikro (Côte d’Ivoire) mine life extension: In June 2026, Allied Gold Corporation (“Allied Gold”) announced a mine life extension at Bonikro, with an updated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. The mine life extension results in an additional fair value adjustment of $16,600,000. | |
|
| o | Los Filos (Mexico): In June 2026, Equinox announced it had secured 20-year land access agreements with all three communities at the Los Filos Gold Mine. Equinox has initiated activities to support a gradual restart of heap leach operations. With the agreements in place with the three communities, it now allows Equinox to commence a restart of the mine in the coming years, which as a result, management has increased the fair value of this asset by $3,935,000. The main inputs for this include: | |
|
|
| ■ | Annual production rate of 70,000oz, being 50% of the operator’s heap leach restart plan. A 10% increase (decrease) in production rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $400,000. |
|
|
| ■ | Probability of completing the restart of 25%. A 10% increase (decrease) in the probability rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $1,600,000. |
|
| o | Other than the above, management does not anticipate material changes to the total volume of the production over the life of the mines, and any adjustments to the volume will therefore be primarily timing difference | |
| 8 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
7. Credit facility
Facility terms
The Company has a bank credit facility agreement providing for a $40,000,000 secured revolving credit facility (the “Credit Facility”). The Credit Facility includes an accordion feature which provides for an additional $35,000,000 of availability subject to certain conditions, resulting in total funding capacity under the Credit Facility of $75,000,000.
The Credit Facility, secured against certain royalty assets and PMPAs of the Company, as defined in the credit agreement, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Credit Facility bear interest at either (i) a rate determined by reference to the U.S. dollar prime rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.50% to 3.50% per annum. The undrawn portion of the Credit 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 amended credit agreement). The Credit Facility matures on September 23, 2028, and is extendable one-year at a time through mutual agreement between the Company and the lender. The Credit 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, 2026, no amounts are drawn on the facility and the Company was in compliance with all covenants and the Company expects to remain in compliance over the next year. The covenants, tested at the end of each fiscal quarter, include: (i) Leverage Ratio: less than or equal to 3.5:1; (ii) Interest Coverage Ratio: greater than or equal to 2.5:1; and (iii) Liquidity, comprising cash and the unadvanced portion under the Credit Facility, shall be no less than $5,000,000.
Credit facility
The following summarizes the outstanding balance under the Credit Facility as at June 30, 2026 and December 31, 2025:
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Balance, beginning of period | 6,700,000 | - |
| Borrowings | - | 16,700,000 |
| Repayments | (6,700,000) | (10,000,000) |
|
|
|
|
| Balance, end of period | - | 6,700,000 |
Other assets (Facility transaction costs)
The following summarizes the change in other assets as at June 30, 2026 and December 31, 2025:
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Balance, beginning of period | 468,505 | 279,491 |
| Facility transaction costs incurred during the period | 27,849 | 514,998 |
| Amortization expense of Facility transaction costs | (92,989) | (325,984) |
|
|
|
|
| Balance, end of period | 403,365 | 468,505 |
Interest and finance expenses
The following summarizes the interest and finance expenses for the three and six months ended June 30, 2026 and 2025:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Amortization expense of Facility transaction costs | 45,238 | 64,295 | 92,989 | 128,589 |
| Interest expense on Facility | 56,875 | 118,269 | 160,123 | 139,363 |
|
|
|
|
|
|
|
| 102,113 | 182,564 | 253,112 | 267,952 |
| 9 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
8. Intangible assets
Intangible assets are comprised of the Mineral Royalties Online (“MRO”) royalty database, which was acquired in May 2020 for $1,837,500.
|
| Database |
|
| $ |
| Cost at: |
|
| December 31, 2025 and June 30, 2026 | 1,837,500 |
|
|
|
| Accumulated amortization at: |
|
| December 31, 2025 | 1,033,593 |
| Amortization | 91,876 |
| June 30, 2026 | 1,125,469 |
|
|
|
| Net book value at: |
|
| December 31, 2025 | 803,907 |
| June 30, 2026 | 712,031 |
9. Accounts payable and accrued liabilities
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Trade payables | 653,337 | 959,795 |
| Sales tax payable | 870,842 | 658,740 |
| Accrued liabilities | 1,004,624 | 1,380,788 |
|
|
|
|
|
| 2,528,803 | 2,999,323 |
10. 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, 2026 and at December 31, 2025 is as follows:
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Issued: 69,452,471 (December 31, 2025: 68,364,945) common shares | 133,098,604 | 129,977,712 |
Share repurchase program
On March 12, 2025, the Board of Directors of the Company approved the renewal of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is administered through an independent broker.
Repurchases under the SRP may 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.
The SRP expired on March 12, 2026. The Company did not repurchase any shares under the SRP during the six months ended June 30, 2026.
| 10 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
Income (loss) per share
For the three and six months ended June 30, 2026 and 2025, the basic income (loss) per share is calculated based on the following weighted average number of shares outstanding:
|
|
|
| Three months ended June 30, 2026 |
|
|
| Three months ended June 30, 2025 |
|
|
| Six months ended June 30, 2026 |
|
|
| Six months ended June 30, 2025 |
| Basic income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
| $ | 17,040,858 |
|
| $ | (387,957) |
|
| $ | 41,523,844 |
|
|
| (747,097) |
| Weighted average shares outstanding |
|
| 68,913,691 |
|
|
| 50,756,027 |
|
|
| 68,800,560 |
|
|
| 50,742,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic income (loss) per share |
| $ | 0.25 |
|
| $ | (0.01) |
|
| $ | 0.60 |
|
| $ | (0.01) |
For the three and six months ended June 30, 2026 and 2025, the diluted income (loss) per share is calculated based on the following weighted average number of shares outstanding:
|
|
|
| Three months ended June 30, 2026 |
|
|
| Three months ended June 30, 2025 |
|
|
| Six months ended June 30, 2026 |
|
|
| Six months ended June 30, 2025 |
| Diluted income (loss) per share |
|
| $ |
|
|
| $ |
|
|
| $ |
|
|
| $ |
| Net income (loss) |
| $ | 17,040,858 |
|
| $ | (387,957) |
|
| $ | 41,523,844 |
|
| $ | (747,097) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding |
|
| 68,913,691 |
|
|
| 50,756,027 |
|
|
| 68,800,560 |
|
|
| 50,742,893 |
| Adjustments for calculation of diluted income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock options |
|
| 392,822 |
|
|
| - |
|
|
| 318,026 |
|
|
| - |
| RSUs |
|
| 2,025,767 |
|
|
| - |
|
|
| 2,025,767 |
|
|
| - |
| Weighted average shares outstanding in calculating diluted income (loss) per share |
|
| 71,332,280 |
|
|
| 50,756,027 |
|
|
| 71,144,353 |
|
|
| 50,742,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted income (loss) per share |
| $ | 0.24 |
|
| $ | (0.01) |
|
| $ | 0.58 |
|
| $ | (0.01) |
For the period ended June 30, 2026, nil stock options (June 30, 2025: 1,346,838 stock options) and nil RSUs (June 30, 2025: 2,063,216 RSUs) were excluded in the computation of diluted income (loss).
Dividends
The following table provides details on the dividends declared for the six months ended June 30, 2026.
|
Declaration date | Dividend per common share | Record date | Payment date | Dividends declared |
|
| $ |
|
| $ |
| March 5, 2026 | 0.015 | March 31, 2026 | April 14, 2026 | 1,033,509 |
| May 13, 2026 | 0.015 | June 30, 2026 | July 14, 2026 | 1,041,787 |
|
|
|
|
|
|
|
| 0.030 |
|
| 2,075,296 |
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 are issued under the DRIP at a 5% discount to the average market price, as defined in the DRIP.
During the period ended June 30, 2026, the Company issued 2,401 common shares under the DRIP, representing dividends paid of $11,759.
11. Equity reserves
Options
The Company maintains an omnibus long-term incentive plan dated June 8, 2023 (the “LTIP”), as well as a prior omnibus long-term incentive plan dated May 19, 2020, which remains in force only until all awards granted thereunder have been exercised or have expired (together with the LTIP, the “Plans”). The Plans provide that 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 Plans permit 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.
| 11 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
The following summarizes the stock option activity for the six months ended June 30, 2026 and 2025:
|
| June 30, 2026 | June 30, 2025 | ||
|
|
Number | Weighted average exercise price | Number | Weighted average exercise price |
|
| # | $ | # | $ |
| Outstanding, beginning of period | 1,346,838 | 2.65 | 1,346,838 | 3.70 |
| Granted | 2,400,001 | 4.99 | - | - |
| Exercised | (841,541) | 2.45 | - | - |
|
|
|
|
|
|
| Outstanding, end of period | 2,905,298 | 4.63 | 1,346,838 | 3.70 |
|
|
|
|
|
|
| Exercisable, end of period | 505,297 | 2.93 | 1,346,838 | 3.70 |
The following table summarizes information of stock options outstanding as at June 30, 2026:
|
|
| 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 |
|
| $ | # | Years | # | Years |
| March 9, 2027 | 2.93 | 505,297 | 0.69 | 505,297 | 0.69 |
| January 21, 2031 | 4.99 | 2,400,001 | 4.56 | - | - |
|
|
|
|
|
|
|
|
|
| 2,905,298 | 3.89 | 505,297 | 0.69 |
The Company used the Black-Scholes valuation model (“BSM”) to estimate the grant date fair value of stock options granted during the period using the following weighted average assumptions:
|
| January 21, 2026 Issuance |
| Expected stock price volatility | 33% |
| Risk-free interest rate | 2.95% |
| Expected life | 5 years |
| Grant date share price | $ 4.99 |
| Expected forfeiture rate | - |
| Expected dividend yield | 1.20% |
During the six months ended June 30, 2026, 2,400,001 stock options were granted of which ¼ vest on each of July 2, 2026, January 2, 2027, July 2, 2027 and January 2, 2028.
The share-based compensation expense related to stock option grants is recorded over the vesting period. For the three and six months ended June 30, 2026, total share-based compensation of $1,012,295 and $1,779,859, respectively, was recognized.
Restricted Share Units
The Plans provide 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. All RSU agreements granted by the Board of Directors from the date of incorporation through June 30, 2026, do not give the Company or the holder the option to settle in cash and can only be equity settled. As the Company does not have a present obligation to settle the issued RSUs in cash, the RSUs issued have been treated as equity-settled instruments and measured at the grant date fair value.
During the six months ended June 30, 2026, 699,656 RSUs were granted to directors, officers and employees, and vest as follows:
|
| · | 121,308 RSUs vested immediately on January 21, 2026; |
|
| · | 571,729 RSUs vest in 25% increments on each of July 2, 2026, January 2, 2027, July 2, 2027, and January 2, 2028; and |
|
| · | 6,619 RSUs vest 50% on February 6, 2026 and the remaining in 25% increments on July 2, 2026 and January 2, 2027. |
The share-based compensation expense related to RSU grants is recorded over the vesting period. For the three and six months ended June 30, 2026, total share-based compensation of $949,714 and $2,325,756, respectively, (three and six months ended June 30, 2025 of $474,815 and $1,254,916, respectively), was recognized.
| 12 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
The following summarizes the RSU activity for the six months ended June 30, 2026 and 2025:
|
| June 30, 2026 | June 30, 2025 | |||
|
| Number | Weighted average fair value | Number | Weighted average fair value | |
|
| # | $ | # | $ | |
| Outstanding, beginning of period | 1,569,695 | 2.23 | 1,309,061 | 2.23 | |
| Granted | 699,656 | 4.99 | 848,010 | 2.28 | |
| Exercised | (243,584) | 2.46 | (93,855) | 2.35 | |
|
|
|
|
|
| |
| Outstanding, end of period | 2,025,767 | 3.15 | 2,063,216 | 2.24 | |
|
|
|
|
|
| |
| Vested, end of period | 1,079,566 | 2.47 | 962,939 | 2.27 | |
12. General and administration
The Company’s general and administration expenses incurred for the three and six months ended June 30, 2026 and 2025 are as follows:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Corporate administration | 368,425 | 320,198 | 782,243 | 574,639 |
| Professional fees | 227,117 | 98,627 | 498,934 | 215,728 |
| Salaries and benefits | 699,237 | 606,265 | 1,427,090 | 1,283,246 |
| Director fees | 80,112 | 40,150 | 160,487 | 80,280 |
| Amortization | 45,938 | 45,885 | 91,876 | 91,770 |
|
|
|
|
|
|
|
| 1,420,829 | 1,111,125 | 2,960,630 | 2,245,663 |
13. Project evaluation expenses
The Company’s project evaluation expenses for the three and six months ended June 30, 2026 and 2025 is as follows:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Business development costs | 2,488 | 123,606 | 60,871 | 54,903 |
| Royalty enforcement costs | 469,613 | 19,373 | 1,191,331 | 160,745 |
|
|
|
|
|
|
|
| 472,101 | 142,979 | 1,252,202 | 215,648 |
Business development costs relate to due diligence expenditures incurred in the evaluation of royalty interests acquisition opportunities that management elected not to pursue to completion.
Royalty enforcement costs relate to litigation matters that were settled or ongoing during the period, as disclosed in Note 16.
14. Other income (expenses), net
The Company’s other income for the three and six months ended June 30, 2026 and 2025 are as follows:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Interest income | 40,767 | 106,262 | 75,377 | 198,546 |
| Unrealized loss on investments | (21,660) | - | (44,405) | - |
| Realized gain on sale of investments | 141,269 | - | 141,269 | - |
| Foreign exchange income (loss) | (174,299) | 93,946 | (149,996) | 75,395 |
|
|
|
|
|
|
|
| (13,923) | 200,208 | 22,245 | 273,941 |
| 13 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
On February 25, 2026, Lipari Mining Ltd. (“Lipari”) issued the Company 431,307 Lipari common shares in connection with a debt settlement agreement relating to unpaid royalties by Lipari pertaining to the Braúna mine, in the amount of $44,405. During the three months ended March 31, 2026, the Company recorded an unrealized loss on investments of $21,660, representing the decline in the Lipari’s share price from the date of issuance to the end of the first quarter. In the three months ended June 30, 2026 the remaining carrying value of the investment was written off as Lipari has been subject to a cease trade order since early April 2026.
During the period, the Company recorded a realized gain on investments of $141,269 related to the disposition of the i-80 Gold common shares, which were obtained as result of the disposition of the i-80 Stream during the period (see Note 6).
15. 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 transactions during the six months ended June 30, 2026 and 2025.
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. Key management personnel include the Company’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, former EVP – Australia (up to April 30, 2025), and the board of directors.
The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2026 and 2025 are as follows:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Short-term employee benefits | 550,687 | 480,253 | 1,125,176 | 1,052,271 |
| Share-based compensation | 1,802,573 | 607,480 | 3,775,725 | 1,137,324 |
|
|
|
|
|
|
|
| 2,353,260 | 1,087,733 | 4,900,901 | 2,189,595 |
16. 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, 2026, individually or in the aggregate, is material to its consolidated financial condition or results of operations.
Litigation matter
Red Hill (ongoing)
In June 2025, Vox Australia was served with a writ of summons and statement of claim in the Supreme Court of Western Australia pursuant to which Vox Australia has been named as a second defendant.
The plaintiff alleges, among other things, that the first defendant, being the previous royalty owner of the royalty, breached its obligations to the plaintiff in connection with the assignment of the Red Hill royalty to Vox Australia in September 2023 on the basis that the plaintiff had a right of first refusal. The plaintiff is seeking declaratory relief in respect of the assignment of the first defendant’s royalty to Vox Australia, or alternatively, damages. Vox Australia acquired the Red Hill royalty as part of a portfolio of nine royalties from the first defendant for a combination of A$6,750,000 in cash and non-cash consideration comprised of Vox providing ongoing royalty related services to the first defendant.
Each of the defendants deny that the purported right of first refusal applied in the circumstances. The Company is taking all appropriate steps to defend the action. The Company anticipates expenditures related to this matter to continue to increase considerably in 2026 as the matter evolves, subject to achieving settlement. It is difficult to predict whether the matter will be resolved before or after a trial or the timing of such resolution or trial. If the matter proceeds to trial, a final binding decision may take a number of years to be delivered.
As of June 30, 2026, the proceeding is ongoing.
Titan (ongoing)
SilverStream SEZC 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 Jaw, Phoebe, Cart and Colossus exploration projects. 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. On April 24, 2025, SilverStream assigned its interests in the royalties and legal proceeding to Vox Australia in order to permit SilverStream to complete the Restructuring Transaction. As of June 30, 2026, the proceeding is ongoing.
| 14 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
Commitments
The St Ives royalty is effectively a 1.04% GRR. The royalty is a 3.0% GRR, but the transaction also includes an obligation for Vox Australia to pay a 1.96% GRR royalty to a third party.
The Company or affiliates of the Company are committed to the following minimum lease payments for its premises over the remainder of its lease term and certain consulting agreements, as follows:
|
| July 1, 2026 to June 30, 2027 |
|
| $ |
| Leases | 34,256 |
| Consulting agreements | 15,940 |
|
|
|
|
| 50,196 |
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 | $ |
| Stockman(1)(2) | 6,900,000 |
| Limpopo(1)(3) | 6,263,000 |
| Dandoko(4) | 2,500,000 |
| Bullabulling(5) | 690,000 |
| Koolyanobbing(6) | 345,000 |
| El Molino(7) | 450,000 |
| Uley(1)(8) | 152,800 |
| Other(9) | 157,000 |
|
|
|
|
| 17,457,000 |
(1) The milestone payments may be settled in either cash or common shares of the Company, at the Company’s election.
(2) Milestone payment due upon two consecutive quarters where royalty revenue from the royalty interest is paid in respect of a quarterly processing throughput rate of equal to greater than 150,000 tonnes.
(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) The milestone payments must be settled in cash. Milestone payments include: (i) $1,250,000 upon first royalty receipts; and (ii) $1,250,000 on receipt of payment of 500Koz production from the royalty area.
(5) The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. 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.
17. Supplemental cash flow information
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Income taxes paid | 258,064 | 249,141 | 492,049 | 290,736 |
| Decrease in accrued financing costs | - | - | (30,000) | (2,615) |
| (Decrease) increase in accrued interest expense on Facility | (6,982) | 29,655 | (615) | 29,186 |
| Increase (decrease) in accrued royalty interests | 53,245 | (3,438) | 47,996 | 12,057 |
| Decrease in accrued share issue costs | - | - | (245,359) | - |
| 15 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
18. Segment information
The Company’s business is organized into two operating segments, consisting of i) acquiring and managing royalty interests, and ii) acquiring and managing streams and other interests. Prior to the September 26, 2025 acquisition of the PMPAs, the Company presented one reportable segment, consisting of acquiring and managing royalty interests. Following the acquisition, the Company’s chief operating decision-maker, the CEO, now reviews operating results and assesses performance at these two segment levels. Material capital allocation decisions are subject to the approval of the Board of Directors of the Company.
The Company’s reportable segments for the purposes of assessing performance are presented as follows:
|
| Six months ended June 30, 2026 | ||
|
| Royalty Interests | Streams and other interests | Total |
|
| $ | $ | $ |
| Royalty revenue | 3,743,878 | - | 3,743,878 |
| Net precious metals income | - | 18,446,690 | 18,446,690 |
| Depletion on royalties and depreciation-like charges | (1,436,731) | (5,092,572) | (6,529,303) |
| Gain on disposition of royalty interests | 5,189,144 | - | 5,189,144 |
| Gain on disposition of streams and other interests | - | 2,190,437 | 2,190,437 |
| Project evaluation expenses | (1,221,291) | (30,911) | (1,252,202) |
|
|
|
|
|
| Segment profit | 6,275,000 | 15,513,644 | 21,788,644 |
| General and administration |
|
| (2,960,630) |
| Share-based compensation |
|
| (4,105,615) |
| Interest and finance expenses |
|
| (253,112) |
| Revaluation of streams and other interests |
|
| 27,523,940 |
| Amendment fee on streams and other interests |
|
| 1,000,000 |
| Other income (expenses), net |
|
| 22,245 |
|
|
|
|
|
| Profit before tax |
|
| 43,015,472 |
|
|
|
|
|
| Segment assets | 50,504,533 | 79,791,079 | 130,295,612 |
| Other assets1 |
|
| 32,673,617 |
|
|
|
|
|
| Total assets2 |
|
| 162,969,229 |
|
|
|
|
|
| Segment liabilities | 6,397,190 | - | 6,397,190 |
| Other liabilities3 |
|
| 3,898,937 |
|
|
|
|
|
| Total liabilities |
|
| 10,296,127 |
1 Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.
2 Net additions to non-current assets for the royalty interest segment were $515,321 (see Note 5) and for the stream and other segment were $nil (see Note 6).
3 Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.
|
| Three months ended June 30, 2026 | ||
|
| Royalty Interests | Streams and other interests |
Total |
|
| $ | $ | $ |
| Royalty revenue | 1,574,791 | - | 1,574,791 |
| Net precious metals income | - | 4,579,174 | 4,579,174 |
| Depletion on royalties and depreciation-like charges | (657,194) | (1,414,233) | (2,071,427) |
| Gain on disposition of royalties | 5,189,144 | - | 5,189,144 |
| Gain on disposition of streams and other interests | - | 2,190,437 | 2,190,437 |
| Project evaluation expenses | (464,698) | (7,403) | (472,101) |
|
|
|
|
|
| Segment profit | 5,642,043 | 5,347,975 | 10,990,018 |
| General and administration |
|
| (1,420,829) |
| Share-based compensation |
|
| (1,962,009) |
| Interest and finance expenses |
|
| (102,113) |
| Revaluation of streams and other interests |
|
| 10,990,966 |
| Other income (expenses), net |
|
| (13,923) |
|
|
|
|
|
| Profit before tax |
|
| 18,482,110 |
| 16 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
|
| Six months ended June 30,2025 | ||
|
| Royalty Interests | Streams and other interests |
Total |
|
| $ | $ | $ |
| Royalty revenue | 5,445,339 | - | 5,445,339 |
| Depletion on royalties and depreciation-like charges | (1,803,354) | - | (1,803,354) |
| Project evaluation expenses | (215,648) | - | (215,648) |
|
|
|
|
|
| Segment profit | 3,426,337 | - | 3,426,337 |
|
|
|
|
|
| General and administration |
|
| (2,245,663) |
| Share-based compensation |
|
| (1,254,916) |
| Interest and finance expenses |
|
| (267,952) |
| Other income (expenses), net |
|
| 273,941 |
|
|
|
|
|
| Loss before tax |
|
| (68,253) |
|
|
|
|
|
| Segment assets | 47,920,570 | - | 47,920,570 |
| Other assets1 |
|
| 14,666,130 |
|
|
|
|
|
| Total assets2 |
|
| 62,586,700 |
|
|
|
|
|
| Segment liabilities | 5,422,801 | - | 5,422,801 |
| Other liabilities3 |
|
| 14,835,231 |
|
|
|
|
|
| Total liabilities |
|
| 20,258,032 |
1 Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.
2 Additions to non-current assets for the royalty interest segment were $11,712,749.
3 Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.
|
| Three months ended June 30,2025 | ||
|
| Royalty Interests | Streams and other interests |
Total |
|
| $ | $ | $ |
| Royalty revenue | 2,765,145 | - | 2,765,145 |
| Depletion on royalties and depreciation-like charges | (1,018,232) | - | (1,018,232) |
| Project evaluation expenses | (142,979) | - | (142,979) |
|
|
|
|
|
| Segment profit | 1,603,934 | - | 1,603,934 |
|
|
|
|
|
| General and administration |
|
| (1,111,125) |
| Share-based compensation |
|
| (670,582) |
| Interest and finance expenses |
|
| (182,564) |
| Other income (expenses), net |
|
| 200,208 |
|
|
|
|
|
| Loss before tax |
|
| (160,129) |
| 17 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
For the three and six months ended June 30, 2026 and 2025, royalty revenues generated and net precious metals income earned on the PMPAs from each geographic location is as follows:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||
|
| Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income |
|
| $ | $ | $ | $ | $ | $ | $ | $ |
| Australia | 1,574,791 | - | 2,749,035 | - | 3,727,180 | - | 5,396,544 | - |
| Canada | - | 2,880,632 | - | - | - | 10,610,377 | - | - |
| Ivory Coast | - | 1,006,090 | - | - | - | 5,100,765 | - | - |
| South Africa | - | 588,160 | - | - | - | 1,805,902 | - | - |
| Brazil | - | - | 16,110 | - | - | 556,095 | 33,290 | - |
| USA | - | 104,292 | - | - | 16,698 | 373,551 | 15,505 | - |
|
|
|
|
|
|
|
|
|
|
| Total | 1,574,791 | 4,579,174 | 2,765,145 | - | 3,743,878 | 18,446,690 | 5,445,339 | - |
For the three months ended June 30, 2026, three interests generated 68%, 19% and 11% of the Company’s royalty revenue, totaling $1,551,562, and three interests generated 63%, 22% and 13% of the Company’s net precious metals income totalling, $4,474,882. Comparatively, for the three months ended June 30, 2025, four interests generated 48%, 16%, 15% and 13% of the Company’s royalty revenue, totaling $2,529,229.
For the six months ended June 30, 2026, three interests generated 53%, 19% and 18% of the Company’s royalty revenue, totaling $3,382,140, and two interests generated 58% and 28% of the Company’s net precious metals income totalling, $15,711,142. Comparatively, for the six months ended June 30, 2025, three interests generated 56%, 15% and 13% of the Company’s royalty revenue, totaling $4,536,598.
For the three and six months ended June 30, 2026 and 2025, royalty revenue and net precious metals income comprised the following commodity mix:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||
|
| Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income | Royalty revenue | Net precious metals income |
|
| $ | $ | $ | $ | $ | $ | $ | $ |
| Gold | 537,591 | 4,579,174 | 1,111,465 | - | 1,388,116 | 18,446,690 | 2,049,143 | - |
| Copper | 858,373 | - | 321,339 | - | 1,635,280 | - | 321,339 | - |
| Iron ore | 178,827 | - | 1,316,231 | - | 720,482 | - | 3,041,567 | - |
| Other | - | - | 16,110 | - | - | - | 33,290 | - |
|
|
|
|
|
|
|
|
|
|
| Total | 1,574,791 | 4,579,174 | 2,765,145 | - | 3,743,878 | 18,446,690 | 5,445,339 | - |
As at June 30, 2026 and December 31, 2025, non-current assets were located in the following jurisdictions:
|
| June 30, 2026 | December 31, 2025 |
|
| $ | $ |
| Canada | 43,906,242 | 28,293,453 |
| Australia | 41,203,072 | 42,591,979 |
| Côte d’Ivoire | 26,963,000 | 13,300,000 |
| South Africa | 10,004,828 | 8,150,828 |
| Mexico | 3,935,000 | - |
| USA | 2,159,906 | 4,466,237 |
| Mali | 1,503,549 | 1,503,549 |
| Brazil | 564,026 | 13,664,026 |
| Peru | 45,609 | 45,609 |
|
|
|
|
| Total | 130,285,232 | 112,015,681 |
| 18 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
19. Income taxes
The Income taxes recognized in net income (loss) and comprehensive income (loss) are comprised of the following:
|
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|
| $ | $ | $ | $ |
| Current tax expense | 1,032,178 | 178,517 | 1,031,526 | 682,493 |
| Deferred tax expense (recovery) | 409,074 | 49,311 | 460,102 | (3,649) |
|
|
|
|
|
|
| Income tax expense | 1,441,252 | 227,828 | 1,491,628 | 678,844 |
20. 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, 2026, and the year ended December 31, 2025.
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 trade receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in recognized financial institutions and closely monitors its trade receivable balances. The Company’s trade receivables and gold purchase contracts are subject to the credit risk and performance of the counterparties who own and operate the mines underlying Vox’s asset 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 anticipated cash flows from operations and holding of cash. As at June 30, 2026, the Company had cash of $31,127,354 (December 31, 2025 - $8,084,572) and working capital (current assets less current liabilities) of $28,324,705 (December 31, 2025 - $7,208,139).
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, 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, 2026, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income and other comprehensive income for the three and six months ended June 30, 2026 by $236,000.
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, 2026, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net income and other comprehensive income by approximately $200,000.
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, streams and other interests 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 royalty revenue and net precious metals income 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, base and ferrous metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.
| 19 |
| Table of Contents |
| Vox Royalty Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Unaudited - Expressed in United States Dollars) |
Fair value of financial instruments
The carrying amounts for cash, accounts receivable, accounts payable and accrued liabilities, and income taxes payable 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, 2026 and December 31, 2025, the Company does not have any financial instruments measured at fair value after initial recognition, except for streams and other interests, with a carrying value at June 30, 2026 of $79,786,029, which are estimated using Level 3 inputs. These financial instruments are measured at fair value utilizing inputs other than quoted prices included in Level 1. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income (loss) and comprehensive income (loss).
Level 3 Hierarchy
Note 6 presents the Company’s streams and other interests which are classified as Level 3 instruments measured at fair value utilizing non-observable market inputs.
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, streams and other interests, while optimizing its capital structure by balancing debt and equity. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities. As at June 30, 2026, the capital structure of the Company consists of $152,673,102 (December 31, 2025 - $107,047,087) of total equity, comprising of share capital, equity reserves, and retained earnings.
The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.
21. Subsequent events
On August 12, 2026, the Board of Directors of the Company declared a quarterly dividend of $0.015 per common share payable on October 14, 2026, to shareholders of record as of the close of business on September 30, 2026.
| 20 |
EXHIBIT 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Effective Date
This Management’s Discussion and Analysis (“MD&A”), prepared as of August 12, 2026, is intended to help the reader understand the significant factors that have affected the performance of Vox Royalty Corp. and its subsidiaries (collectively “Vox”, the “Company, or “our”) 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 and related notes as at and for the three and six months ended June 30, 2026 (the “Consolidated Financial Statements”). The Consolidated Financial Statements and this MD&A are presented in U.S. dollars and the financial statements 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 (“IFRS Accounting Standards”). Readers are encouraged to consult the Company’s audited consolidated financial statements for the year ended December 31, 2025 and related notes thereto, and the 2025 annual MD&A, which are available on our website at www.voxroyalty.com, on SEDAR+ at www.sedarplus.ca and on Form 6-K filed with the United States Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Forward-Looking Statements” at the end of this MD&A and to consult Vox’s Consolidated Financial Statements which are available on our website at www.voxroyalty.com, on SEDAR+ at www.sedarplus.ca and on Form 6-K filed with the United States Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Additional information, including the primary risk factors affecting Vox, are included in the Company’s Annual Information Form (“AIF”) dated March 30, 2026 and Annual Report on Form 40-F dated March 30, 2026, 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, streams and other interests, as well as a description of risk factors affecting the Company.
Table of Contents
| Effective Date |
| 2 |
|
| Table of Contents |
| 2 |
|
| Overview |
| 2 |
|
| Highlights and Key Accomplishments |
| 3 |
|
| Portfolio Updates |
| 5 |
|
| Outlook |
| 10 |
|
| Asset Portfolio |
| 11 |
|
| Summary of Quarterly Results |
| 14 |
|
| Liquidity and Capital Resources |
| 17 |
|
| Off-Balance Sheet Arrangements |
| 18 |
|
| Commitments and Contingencies |
| 18 |
|
| Related Party Transactions |
| 20 |
|
| New Accounting Standards and Interpretations |
| 20 |
|
| Outstanding Share Data |
| 21 |
|
| Critical Accounting Judgements and Estimates |
| 21 |
|
| Financial Instruments |
| 21 |
|
| Disclosure Controls and Procedures and Internal Control Over Financial Reporting |
| 22 |
|
| Non-GAAP Financial Measures |
| 23 |
|
| Forward-Looking Information |
| 25 |
|
| Third-Party Market and Technical Information |
| 25 |
|
Abbreviations Used in This Report
|
| Abbreviated Definitions | |||
| Periods | Interest Types | Currencies | ||
| Q2 2026 The three-month period ended June 30, 2026 | “NSR” | Net smelter return royalty | “$” United States dollars | |
| Q1 2026 The three-month period ended March 31, 2026 | “GRR” | Gross revenue royalty | “A$” Australian dollars | |
| Q4 2025 The three-month period ended December 31, 2025 | “FC” | Free carry | “C$” Canadian dollars | |
| Q3 2025 The three-month period ended September 30, 2025 | “PR” | Production royalty |
| |
| Q2 2025 The three-month period ended June 30, 2025 | “GPR” | Gross proceeds royalty |
| |
| Q1 2025 The three-month period ended March 31, 2025 | “GSR” | Gross sales royalty |
| |
| Q4 2024 The three-month period ended December 31, 2024 | “FOB” | Free on board |
| |
| Q3 2024 The three-month period ended September 30, 2024 | “RR” “PEA” “PFS” “DFS” “oz” | Revenue royalty Preliminary Economic Assessment Pre-Feasibility Study Definitive Feasibility Study Ounce or ounces |
| |
Overview
Vox is a returns-focused mining royalty and streaming company built on disciplined capital allocation and risk-adjusted value creation. The Company holds a diversified portfolio of over 70 royalties and streams, including 10 producing and 28 development stage assets, with primary exposure to gold and select industrial metals across top tier mining jurisdictions. Founded in 2014, Vox combines a technically driven team, early catalyst identification, and a proprietary royalty database to target convex, long-term returns for shareholders. Vox is a constituent of the Russell 2000® and Russell 3000® Indexes and is included in the MVIS® Global Junior Gold Miners Index and VanEck Junior Gold Miners ETF (GDXJ).
| 2 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Vox’s business model is focused on managing and growing its portfolio of royalties, streams and other interests. The Company’s long-term goal is to provide its shareholders with a model which provides: (i) exposure to precious and industrial metals price optionality, (ii) a discovery option over large areas of geologically prospective lands, (iii) reduced exposure to many of the risks associated with operating mining companies, (iv) a business model that can generate cash through the entire commodity cycle, and (v) a diversified business in which a large number of assets can be managed with scalability. Vox has a long-term investment outlook and recognizes the cyclical nature of the industry.
The Company is focused on growing the size of its asset portfolio through accretive acquisitions. As at the date of this MD&A, approximately 85% of the Company’s portfolio of assets by asset count are located in Australia, Canada and the United States. Specifically, the Company’s portfolio currently includes 10 producing assets and 28 development assets that are in the PEA/PFS/feasibility stage, or that have potential to be toll‑treated via a nearby mill or that may restart production operations after care and maintenance.
On September 26, 2025, the Company acquired a portfolio of gold assets comprising Precious Metals Purchase Agreements (“PMPAs,” historically referred to as “offtakes”) and conventional royalties from Deterra Royalties Limited. Under the terms of these agreements, the Company purchases a defined percentage of payable gold at a dynamic price that is typically set by market reference prices (LBMA or COMEX) and grants Vox the ability to capture margin at the time of on-sale of metal on each delivered ounce. This pricing and physical metal delivery mechanism provides Vox with direct exposure to metal production and price movements, similar to traditional streaming agreements. These PMPAs are economically driven by cash flows linked to both metal pricing fluctuations and production volumes. Accordingly, the Company considers these PMPAs to be more equivalent to “streams” and will refer to them as such herein.
In the near and medium-term, the Company is prioritizing acquiring royalties and streams on producing or near‑term producing assets (i.e. ranging from six months to three years from first production) to complement its existing portfolio of producing, development and exploration stage royalties and streams. Historically, and subject to a number of commercial factors (including, but not limited to royalty percentage and ore-body coverage; royalty payment terms and deductions; royalty buy-back rights; the commodity type, location and operator of a particular mining project; project information rights; and security or guarantees relating to the payment of royalties), individual producing and near-term producing royalty assets tend to transact at deal sizes larger than the Company’s average purchase price for its acquisitions to date. Therefore, while the Company continues to target accretive acquisition opportunities at all stages of project development, the Company’s average deal size is expected to increase over time as part of the Company’s broader growth plans and reduced cost of capital since securing the credit facility.
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
Three and six months ended June 30, 2026, compared to three and six months ended June 30, 2025:
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Financial measures: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Royalty revenue |
|
| 1,574,791 |
|
|
| 2,765,145 |
|
|
| 3,743,878 |
|
|
| 5,445,339 |
|
| Net precious metal income |
|
| 4,579,174 |
|
|
| - |
|
|
| 18,446,690 |
|
|
| - |
|
| Depletion and depreciation-like charges |
|
| (2,071,427) |
|
| (1,018,232) |
|
| (6,529,303) |
|
| (1,803,354) | ||||
| Gross profit |
|
| 4,082,538 |
|
|
| 1,746,913 |
|
|
| 15,661,265 |
|
|
| 3,641,985 |
|
| General and administration costs |
|
| (1,420,829) |
|
| (1,111,125) |
|
| (2,960,630) |
|
| (2,245,663) | ||||
| Revaluation of streams and other interests |
|
| 10,990,966 |
|
|
| - |
|
|
| 27,523,940 |
|
|
| - |
|
| Gain on disposition of royalty interests |
|
| 5,189,144 |
|
|
| - |
|
|
| 5,189,144 |
|
|
| - |
|
| Gain on disposition of streams and other interests |
|
| 2,190,437 |
|
|
| - |
|
|
| 2,190,437 |
|
|
| - |
|
| Net income (loss) |
|
| 17,040,858 |
|
|
| (387,957) |
|
| 41,523,844 |
|
|
| (747,097) | ||
| Net income (loss) per share – basic |
|
| 0.25 |
|
|
| (0.01) |
|
| 0.60 |
|
|
| (0.01) | ||
| Net income (loss) per share – diluted |
|
| 0.24 |
|
|
| (0.01) |
|
| 0.58 |
|
|
| (0.01) | ||
| Operating cash flow |
|
| 4,698,562 |
|
|
| 1,756,729 |
|
|
| 19,911,312 |
|
|
| 2,795,543 |
|
| Dividends declared per share |
|
| 0.015 |
|
|
| 0.0125 |
|
|
| 0.030 |
|
|
| 0.025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP financial measures1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average net precious metal income per ounce |
| 83.26/oz |
|
|
| - |
|
| 139.44/oz |
|
|
| - |
| ||
| Gold ounces delivered |
|
| 54,999 |
|
|
| - |
|
|
| 132,292 |
|
|
| - |
|
| Royalty and net precious metal receipts |
|
| 6,153,965 |
|
|
| 2,765,145 |
|
|
| 22,190,568 |
|
|
| 5,445,339 |
|
| Adjusted EBITDA |
|
| 9,710,622 |
|
|
| 1,086,552 |
|
|
| 22,365,823 |
|
|
| 2,094,823 |
|
| Adjusted EBITDA per share |
|
| 0.14 |
|
|
| 0.01 |
|
|
| 0.31 |
|
|
| 0.05 |
|
| 1. | Royalty and net precious metal receipts, average net precious metal income per ounce, adjusted EBITDA, and Adjusted EBITDA per share, as presented above are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP financial measure to the most directly comparable IFRS Accounting Standards measure, see ‘‘Non-GAAP Financial Measures’’ section of this MD&A. |
| 3 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Commodity Mix
The commodity mix breakdown for the three and six months ended June 30, 2026 for royalty revenue and net precious metal income is as follows:
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Gold |
|
| 83% |
|
| 40% |
|
| 89% |
|
| 38% | ||||
| Other (predominantly copper and iron ore) |
|
| 17% |
|
| 60% |
|
| 11% |
|
| 62% | ||||
Credit Facility
The Company has a bank credit facility agreement providing for a $40 million secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $35 million of availability subject to certain conditions, resulting in total funding capacity under the Facility of $75 million.
The Facility, secured against certain royalty assets and PMPAs of the Company, as defined in the credit agreement, 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 prime rate plus a margin of 1.50% to 2.50% per annum, or (ii) the secured overnight financing rate plus a margin of 2.50% to 3.50% 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 upon the Company’s leverage ratio (as defined in the amended credit agreement). The Facility matures on September 23, 2028, and is extendable one-year at a time through mutual agreement between Vox and the lender. 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, 2026, all such ratios and requirements were met and the Company expects to remain in compliance over the next year.
In January 2026, the Company repaid the remaining outstanding balance of $6.7 million, leaving a fully undrawn Facility at the end of the period.
Asset Acquisitions and Amendments
Greenstone Offtake – Second Agreement
On January 23, 2026, Vox entered into a definitive agreement with Equinox Gold Corp. (“Equinox”) to restructure Vox’s 35% gold purchase contract over the Santa Luz, Fazenda and RDM mines in Brazil, with another gold purchase contract over the Greenstone gold mine in Ontario, Canada. As part of the agreement, Equinox paid Vox $1,000,000 as an amendment fee.
Key amendment terms include:
| · | The remaining 226koz deliverable under the gold purchase contract arrangement over the Brazilian Assets will now be satisfied through a production-linked stream of 29% of refined gold produced from Greenstone (the “New Greenstone Agreement”), with minimum deliveries of 63koz for 2026. |
| · | Vox’s existing Greenstone stream (acquired in September 2025 from a third party) which provides that Equinox delivers up to 58,500 oz per annum until March 1, 2027 (the “Existing Greenstone Agreement”) remains unchanged and will be satisfied in priority to the New Greenstone Agreement. |
| · | For 2026 and 2027, deliveries under the New Greenstone Agreement apply after receipt of the annual allotment of Existing Greenstone Agreement ounces. After March 1, 2027, the New Greenstone Agreement will apply to the entirety of the refined gold produced from Greenstone until the cap is reached. |
| · | Other gold delivery commercial terms remain unchanged. |
Gold and Copper Royalty Portfolio Acquisition
On February 26, 2026, the Company completed the acquisition of a portfolio of two Australian gold and copper royalties from a third party in Australia (the “Australian Portfolio”) for total cash consideration of up to $460,330 (A$650,000). The Company paid $318,697 (A$450,000) at closing, a further $69,351 (A$100,000) in June 2026, and a further $72,282 (A$100,000) is payable on the satisfaction of post-closing conditions.
The Australian Portfolio included: (i) a 4.5% gold royalty payable on production of the first 250,000oz of gravity gold (the “Federation Royalty”), of which 46,372oz remain payable, from the Hera Tenement EL6162 in New South Wales, Australia (the “Tenement”); and (ii) the rights to an uncapped feasibility-stage copper tonnage royalty in Western Australia. The Tenement is currently held and operated by a subsidiary of Aurelia Metals Limited.
| 4 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Asset Sales
Federation Royalty sale
In June 2026, Vox completed the disposition of its capped 4.5% gold royalty on remaining gravity gold production from the Hera Tenement EL6162, acquired on February 26, 2026, to the owner of the Hera project for $5,620,317 (A$8,030,000) in cash, which resulted in a realized gain of $5,189,144.
i-80 Gold Offtake Stream sale
In June 2026, Vox completed the disposition of its capped gold offtake stream over the Ruby Hill, Cove and Granite Creek projects in Nevada (“i-80 Stream”) to i-80 Gold Corp. (“i-80 Gold”) for $4,800,000, satisfied through the issuance of 3,453,237 i-80 Gold common shares. Prior to June 30, 2026, Vox sold all the common shares it held in i-80 Gold, for gross proceeds of $4,941,268. The disposition of the i-80 Stream and subsequent sale of the i-80 Gold common shares resulted in a cumulative realized gain of $2,331,706.
Quarterly Dividends Declared and Paid and Dividend Reinvestment Plan
On March 5, 2026, the Company increased the quarterly cash dividend to $0.015 per common share, a 20% increase over the previous quarter. This increase marks the fourth consecutive annual increase for Vox shareholders.
On March 18, 2024, the Company adopted a Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible shareholders, being non-US 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.
The following table provides details on the dividends declared for the six months ended June 30, 2026.
| Declaration date |
| Dividend per common share |
|
| Record date |
| Payment Date | ||
|
|
| $ |
|
|
|
| |||
| March 5, 2026 |
|
| 0.015 |
|
| March 31, 2026 |
| April 14, 2026 | |
| May 13, 2026 |
|
| 0.015 |
|
| June 30, 2026 |
| July 14, 2026 | |
|
|
|
|
|
|
|
|
|
| |
|
|
|
| 0.030 |
|
|
|
|
| |
Share Repurchase Program
On March 12, 2025, the Board of Directors of the Company approved the renewal of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is administered through an independent broker.
Repurchases under the SRP may 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.
The SRP expired on March 12, 2026. The Company did not repurchase any shares under the SRP during the six months ended June 30, 2026.
Portfolio Updates1
During the six months ended June 30, 2026, the Company’s operating partners continued to explore, develop, and expand the projects underlying the Company’s assets.
Key developments for the six months ended June 30, 2026 are summarized as follows by project:
Bonikro (Producing – Côte d’Ivoire) – 50% of gold production, uncapped (excluding third party stream ounces)
In February 2026, Allied Gold Corporation (“Allied Gold”) announced 2026 production guidance at Bonikro of 105,000 to 110,000 ounces of gold. Allied Gold also released an updated Mineral Resource and Mineral Reserve estimate for Bonikro (inclusive of Oumé) of 1.7Moz @ 1.33g/t Au Measured and Indicated and 1.3Moz @ 1.23g/t Au Proven and Probable (on a 100% basis), reflecting the addition of Phase 6 at Bonikro and a maiden declaration of Mineral Reserves at Oumé.
_______________________________________
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 “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.
| 5 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
On March 31, 2026, Allied Gold shareholders approved the previously announced acquisition of Allied Gold by Zijin Gold International Company Limited (“Zijin”). In May 2026, Allied Gold announced that it had advanced receipt of the required regulatory approvals and clearances for the arrangement and extended the outside date for completion to July 29, 2026.
In June 2026, Allied Gold announced a material mine life extension at Bonikro, with an updated integrated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. Allied Gold is also advancing studies to expand plant capacity to 3.0 to 3.2Mtpa, with processing of stockpiles expected to add 15,000 to 20,000 ounces per annum from late 2026.
Subsequent to period end, on July 29, 2026 Allied Gold announced that the acquisition by Zijin Gold International Company Limited had been terminated and a strategic investment of $295 million was intended to be made by Zijin into Allied Gold.
Fazenda, Santa Luz and RDM (Producing – Brazil) – 35% of gold production, up to a cap of 658koz
On January 23, 2026, Vox entered into a definitive agreement with Equinox to restructure Vox’s 35% gold purchase contract over the Santa Luz, Fazenda and RDM mines in Brazil, by transitioning the remaining gold delivery obligations to a second gold purchase contract over the Greenstone gold mine in Ontario, Canada. As part of the agreement, Equinox paid Vox $1,000,000 as an amendment fee. See Asset Acquisitions and Amendments section for further details.
Bulong/Myhree (Producing – Australia) – 1.0% NSR
In January 2026, Black Cat Syndicate Limited (“Black Cat”) advised that mining at Myhree/Boundary open pits was completed. Vox management expects that the Myhree underground resource will be developed by Black Cat in the coming years.
Wonmunna (Producing – Australia) – 1.25% - 1.50% sliding scale GRR
In March 2026, Mineral Resources Limited (“Mineral Resources”) announced first ore on ship from its Lamb Creek project, which is replacing Wonmunna as the primary mine feed within its Pilbara Hub. Mineral Resources has advised that mining at Wonmunna has wound down with its workforce transitioning to Lamb Creek. Mineral Resources conducted exploration drilling at Wonmunna during 2025 and retains the tenements as part of its Pilbara Hub. Vox management expects that Mineral Resources will continue to blend and sell low volumes of stockpiled Wonmunna ore over the course of 2026.
Subsequent to period end, on July 29, 2026, Mineral Resources reported that during the June quarter at the Pilbara Hub 42 reverse circulation drill holes were completed for a total of 1,838m targeting resource extensions across Lamb Creek and Wonmunna projects.
Kanmantoo (Producing – Australia) – 2.5% NSR, stepping down to 0.5% NSR after >85Kt copper produced
In April 2026, Hillgrove Resources Limited (“Hillgrove”) reported record quarterly copper production at Kanmantoo of 3,120t for the March 2026 quarter, a fourth consecutive quarterly increase, with 2026 guidance maintained at 12,750 to 14,000t of copper. In June 2026, Hillgrove reported high-grade intersections from underground drilling at Emily Star, including 19m @ 1.49% Cu + 0.13 g/t Au and 15.87m @ 1.53% Cu + 0.21 g/t Au, and confirmed depth extensions of the Kavanagh zone from surface directional drilling, including 24m @ 1.69% Cu + 0.47 g/t Au, the deepest significant mineralised intersection at Kanmantoo to date. These results will feed into a Mineral Resource Estimate update scheduled for release in the December 2026 quarter.
Subsequent to period end, in July 2026, Hillgrove advised that Kanmantoo achieved its targeted 1.8Mtpa processing run rate in June 2026, and that the Emily Star Stage 2 Final Investment Decision is now expected to be delivered during the September 2026 quarter.
Ruby Hill, Cove & Granite Creek (Producing – United States of America) – 100% up to a cap of 40koz per annum until December 2028
In June 2026, Vox completed the disposition of its capped gold offtake stream over the Ruby Hill, Cove and Granite Creek projects (“i-80 Stream”) in Nevada to i-80 Gold Corp. (“i-80 Gold”) for $4,800,000, satisfied through the issuance of 3,453,237 i-80 Gold common shares. Prior to June 30, 2026, Vox sold all the common shares it held in i-80 Gold, for gross proceeds of $4,941,268. The disposition of the i-80 Stream and subsequent sale of the i-80 Gold common shares resulted in a cumulative realized gain of $2,331,706.
Federation (Producing – Australia) – 4.5% GRR on first 250Koz of gravity gold
In June 2026, Vox completed the disposition of its capped 4.5% gold royalty on remaining gravity gold production from the Hera Tenement EL6162 to the owner of the Hera project for $5,620,317 (A$8,030,000) in cash, which resulted in a realized gain of $5,189,144.
South Railroad (Development – United States of America) – 0.633% NSR plus advance minimum royalty payments
In January 2026, Orla Mining Ltd. (“Orla”) announced the results of its updated Feasibility Study for the South Railroad Project, which included total Proven and Probable Mineral Reserves of 1.52 Moz gold (354 koz Proven at 1.04 g/t Au and 1.16 Moz Probable at 0.65 g/t Au) and 6.2 Moz silver attributable to the Pinion deposit (445 koz Proven and 5.75 Moz Probable), effective September 30, 2025. Concurrent with the Feasibility Study, Orla's Board approved the start of pre-construction spending and, subject to receipt of all required permits, the start of project construction. Full construction is expected to commence in mid-2026. Initial capital is estimated at $395 million, with average annual gold production of 130koz over the first five years.
| 6 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
In May 2026, Orla and Equinox announced an agreement to combine in an all-share merger, under which Orla shareholders will receive 1.00 Equinox common share for each Orla share, with completion expected in Q3 2026. Subsequent to period end, in July 2026, Orla identified receipt of the final federal permits for South Railroad as a key catalyst for project development for the second half of 2026.
Higginsville (Dry Creek) (Development – Australia) – A$0.87/gram gold ore milled (effective 0.85% NSR)
In March 2026, Westgold Resources Ltd.’s (“Westgold Resources”) Board approved the Final Investment Decision to expand the Higginsville Processing Hub from 1.6Mtpa to 2.6Mtpa, committing A$145 million in capital. The expansion is expected to lift Westgold Resources Southern Goldfields gold production by approximately 60koz pa, with expanded production from late 2027. The approved flowsheet is engineered to support a further expansion to 4.0Mtpa, providing capacity headroom for future mining rate growth from Beta Hunt (including the Fletcher and Mason Zones) and other Southern Goldfields sources.
Bullabulling (Development – Australia) – A$10/oz gold royalty (>100Koz production)
In March 2026, Minerals 260 Limited ("Minerals 260") reported further strong drilling results from its 4.5Moz Bullabulling Gold Project, including 7m @ 7.2 g/t Au at the Bacchus deposit. Minerals 260 confirmed that a Pre-Feasibility Study, including declaration of a maiden Ore Reserve based on the December 2025 Mineral Resource Estimate, remains on track for release in mid-2026, with an updated Mineral Resource Estimate also planned for mid-2026 to feed into a Definitive Feasibility Study scheduled for release in early 2027.
Separately, in February 2026, Minerals 260 announced a strategic financing package with Franco-Nevada Corporation comprising a A$170 million royalty acquisition and A$50 million equity subscription.
In June 2026, Minerals 260 announced the commencement of early construction and development activities at the Bullabulling Gold Project, including village construction, water infrastructure and grade control drilling, following receipt of the Mining Development and Closure Proposal approval and Works Approval for a 400-person accommodation village. Plant construction is targeted for H1 2027, with first gold production targeted for Q4 2028.
Subsequent to period end, in July 2026, Minerals 260 released its Pre-Feasibility Study and maiden Ore Reserve of 2.5Moz for Bullabulling. The PFS outlines a 5Mtpa operation producing approximately 150koz per annum over the first 10 years across a 19-year production life, with a post-tax NPV (5% discount rate) of A$2.3 billion, 43% IRR and AISC of A$2,520/oz, with construction capital of A$560 million and a Final Investment Decision expected in April 2027. Minerals 260 concurrently announced an updated Mineral Resource Estimate of 6.2Moz, up from 4.5Moz, which will support an updated Ore Reserve in the Definitive Feasibility Study targeted for Q1 2027.
Sugar Zone (Development – Canada) – 80% of doré up to a cap of 961koz
In June 2026, Vault Minerals Limited (“Vault Minerals”) submitted its fully certified Closure Plan Amendment for the new Southern Tailings Management Facility (“STMF”) at the Sugar Zone Gold Mine in Ontario, following completion of the Ontario Ministry of Energy and Mines’ technical review and consultation with First Nations communities. STMF construction preparation is scheduled to commence in June 2026, with STMF commissioning scheduled for October 2027 and processing scheduled to recommence in November 2027. Mine development, including the production of development ore, will continue throughout the STMF construction preparation and construction period, providing approximately 13,000 ounces for immediate processing from November 2027.
Subsequent to period end, underground development at Sugar Zone recommenced on July 1, 2026, with development activities expected to progressively ramp up throughout Vault Minerals’ 2027 financial year. Additionally, on July 14, 2026, Genesis Minerals Limited (“Genesis Minerals”) and Vault Minerals announced a proposed merger, pursuant to which Genesis Minerals would acquire 100% of Vault Minerals’ shares by way of a scheme of arrangement, targeted for implementation in November 2026.
Cardinia (Lewis) (Development – Australia) – 1% GRR (>10koz)
In May 2026, Genesis Minerals released its annual Resource and Reserve update, with the Bruno-Lewis (Cardinia West) Mineral Resource increasing 22% to 440koz (13Mt @ 1.0 g/t Au) and the Bruno-Lewis open pit Ore Reserve increasing 65% to 9.2Mt @ 1.0g/t for 280koz, driven by extensive grade control and near-mine drilling.
Subsequent to period end, on July 28, 2026, Genesis reported that the Bruno Lewis open pit project is being fast-tracked with open pit work to commence in the current September quarter 2026. Site activities have commenced (brought forward from the December quarter 2026), with key management and supervision onsite at Bruno Lewis. In preparation for mining, drilling during the June quarter initially focused on the conversion of Bruno Lewis resources in the central ~500m by 1km of the deposit down to a maximum 150m depth (average ~50m depth).
Kookynie (Melita & Wolski) (Development – Australia) – A$1/t ore PR (>650Kt ore mined and treated) and a A$1/t ore PR (with gold grade escalator)
In April 2026, GoldArc Resources Ltd (“GoldArc”) executed a binding Term Sheet with Mineral Mining Services Pty Ltd (“MMS”) for the development of the royalty-linked Orion and Sapphire deposits (combined Inferred Resource of 48,014oz @ 2.15 g/t Au) at the Leonora South Gold Project. MMS will fund up to A$20 million of initial development expenditure, recoverable from project proceeds via an agreed priority waterfall, with residual proceeds distributed 50:50. GoldArc subsequently completed a 269-hole, 15,260m drilling campaign, including an MMS-funded 85-hole RC program that confirmed bonanza grades across the 5km Niagara trend, including 8m @ 66.76 g/t Au at Sapphire and 3m @ 52.58 g/t Au at Orion. GoldArc is completing initial pit optimisations and a preliminary mine schedule at Niagara to assess mining scenarios at the current gold price, a direct precursor to a mining decision.
| 7 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
In May 2026, GoldArc reported high-grade drilling results at the historical Cosmopolitan mine on mining lease M40/002, within the Kookynie (Melita) royalty area, including 23m @ 11.31 g/t Au, with mineralisation open along strike and at depth.
Estrades (Development – Canada) – 2.0% NSR on eastern portion of Estrades deposit
In January 2026, Galway Metals Inc. (“Galway Metals”) announced a binding Option and Joint Venture Term Sheet with DOWA Metals & Mining Co., Ltd. in respect of its Estrades Gold and Zinc Project in Québec, Canada. Under the agreement, DOWA can earn up to a 45% participating interest by funding up to $25 million across three phases, together with incremental zinc concentrate offtake rights of up to 100%. Phase I infill drilling is expected to commence in July 2026. Separately in January 2026, Galway Metals released an independent Preliminary Economic Assessment for Estrades on a toll-milling base case. The PEA outlines an 8-year underground mine life producing 245Mlb payable zinc, 30Mlb payable copper and 171koz payable gold, with initial capital of C$117 million.
Brightstar Alpha (Development – Australia) – 2.0% GRR
In January 2026, Brightstar Resources Limited (“Brightstar Resources”) released an updated DFS (DFS2.0) for its 100%-owned Goldfields Hub (Menzies & Laverton), which includes the Alpha Underground deposit. The Study outlines mining of 9.4Mt @ 1.7g/t Au for 457koz over approximately six years through an upsized 1.5Mtpa Laverton processing plant. Laverton production is targeted to commence in 2H 2026, with mining at Alpha expected from 2029. Brightstar Resources is targeting a Final Investment Decision in 2026.
In May 2026, Brightstar Resources declared a Final Investment Decision for its Goldfields Project, including construction of the 1.5Mtpa Laverton processing plant, and awarded a A$110 million EPC contract to GR Engineering Services. The development is fully funded following a A$193 million equity raising and A$120 million bond issue, with construction mobilisation commenced and first gold now targeted in the June 2027 quarter.
Horseshoe Lights (Development – Australia) – 3.0% NSR
In February 2026, Horseshoe Metals Ltd. (“Horseshoe Metals”) published an Exploration Target for the Motters Zone at the Horseshoe Lights Copper-Gold Project of 2.6 – 3.6Mt at 1.0 – 1.5% Cu, extending to approximately 600m below surface. Work has also commenced on an Exploration Target for the Main Zone. Discussions are progressing with multiple commodity traders regarding potential copper offtake and funding arrangements. The potential quantity and grade of the Exploration Target is conceptual in nature; there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource.
In April 2026, Horseshoe Metals reported that assaying of existing copper DSO stockpiles at the Horseshoe Lights Copper-Gold Project confirmed significant precious metal content of up to 2.56 g/t Au and 107.3 g/t Ag, following advice from potential offtake parties that gold and silver credits would be paid in addition to copper content. Discussions are continuing with several international copper offtake parties, including three new parties engaged since January 2026. With DSO Mining Approval in place, Horseshoe Metals noted the potential for early cash flow from sales of existing high-grade copper stockpiles during 2026.
Sulphur Springs (Development – Australia) – A$2/t ore PR (A$3.7M royalty cap)
In January 2026, Develop Global Limited (“Develop Global”) released its December 2025 quarterly activities report, noting that a Final Investment Decision at Sulphur Springs is targeted for the June 2026 quarter. Underground decline development advanced 543m during the quarter, and GR Engineering Services has been contracted to deliver the final flowsheet and engineering drawings. Off-take negotiations and project financing are progressing.
In April 2026, Develop Global reported that underground development at Sulphur Springs was 15% ahead of schedule, with 887m completed during the March 2026 quarter, long-lead processing plant items ordered and detailed engineering progressing.
In June 2026, Develop Global’s Board made a Final Investment Decision on the Sulphur Springs Project, supported by a binding $400 million (approximately A$570 million) financing arrangement with Trafigura Pte Ltd (“Trafigura”) for the development of the Sulphur Springs and Pioneer Dome projects, comprising a $350 million loan facility and a $50 million warrant package, together with binding offtake agreements covering Sulphur Springs copper and zinc concentrates. Construction is underway, with first concentrate targeted for the June 2028 quarter. At the invitation of Develop Global, the project is to be renamed Yitirrti by the Traditional Owners, the Nyamal First Nations people.
Goldlund (Development – Canada) – 1.0% NSR (>50m depth from shaft collar)
In May 2026, NexGold Mining Corp. (“NexGold”) reported further results from its planned 25,000m drilling program at the Goliath Gold Complex, of which approximately 19,000m had been completed, focused on infilling and expanding Zone 4 of the Goldlund Deposit, including at the 100m to 300m levels of the open pit Mineral Resource. Highlight intercepts included 20.1m @ 15.21 g/t Au (incl. 0.5m @ 497.00 g/t Au), 6.0m @ 14.10 g/t Au (incl. 1.5m @ 51.70 g/t Au) and 21.8m @ 5.11 g/t Au, demonstrating continuity of mineralisation at depth.
In June 2026, NexGold entered into a Memorandum of Understanding with Eagle Lake First Nation and Lac Seul First Nation, establishing a framework for collaboration as the Goliath Gold Complex advances through environmental permitting, project planning and development, including a process for potential future negotiation of an Impact Benefit Agreement.
Bowdens (Development – Australia) – 0.85% GRR
In April 2026, Silver Mines Limited (“Silver Mines”) reported continued progress on the redetermination of the Bowdens Silver Project’s Development Consent through the NSW planning system, supported by refreshed ecological surveys and an updated biodiversity assessment. Silver Mines also secured land access for reconnaissance exploration at the new Rockwell silver-antimony prospect, located on royalty-linked tenure approximately 23km south of Bowdens, where historic drilling included 36m @ 105 g/t Ag and assays from the historic Rockwell Antimony Mine of up to 1.7 g/t Au and 0.55% Sb.
| 8 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
In May 2026, Silver Mines acquired a strategic land parcel and associated water entitlements adjacent to the project, bringing its freehold landholding to approximately 3,345 hectares which, together with existing leases and land access agreements, covers the entire Bowdens Silver Project area.
Subsequent to period end, on July 21, 2026, Silver Mines reported the results of the Bowdens DFS. The DFS outlined a staged development of Ore Reserves of 47.9 Mt at 60.8 g/t silver (93.5 Moz contained silver), comprising an initial 16-year Stage 1 and a Stage 2 extension to a total 26-year mine life. Reported life of mine economics included initial capital of A$455 million and a pre-tax NPV5% of A$1.04 billion with an IRR of 31.5%, based on a silver price of $45/oz and an A$:US$ exchange rate of 0.70.
Wyloo North (Development – Australia) – 1.5% GRR (on the first 15Mt production)
In March 2026, the Environmental Protection Authority of Western Australia advanced Fortescue Ltd.’s (“Fortescue”) Wyloo North Iron Ore Mine proposal to Stage 2 of the assessment process, now subject to Public Environmental Review. Fortescue has outlined a 12Mtpa satellite operation with an approximately 13-year mine life in the Pilbara, with ore trucked approximately 3 kilometres to Fortescue's existing Eliwana Iron Ore Mine for processing.
In June 2026, the Environmental Protection Authority of Western Australia approved the Environmental Scoping Document for Fortescue’s Wyloo North Iron Ore Mine, progressing the proposal through the formal assessment stage. Fortescue’s proposal contemplates a conventional open-pit operation with an approximately 13-year operational life, with ore transported approximately 3 kilometres to the existing Eliwana Iron Ore Mine for processing.
Ashburton (Advanced Exploration – Australia) – 1.75% GRR (>250Koz)
In April 2026, Kalamazoo Resources Limited (“Kalamazoo Resources”) confirmed that the PFS at the Ashburton Gold Project, which commenced in January 2026, is targeting completion in early 2027. The PFS is based on the 1.44Moz Mt Olympus open-pit resource and is focused on a 1.5Mtpa three-stage crush, grind and flotation processing facility to produce a high-grade gold concentrate. A 14,000m infill drilling program is underway at Mt Olympus to support resource conversion ahead of PFS delivery.
In April 2026, Kalamazoo Resources appointed BurnVoir Corporate Finance as financial adviser to support the advancement of the Ashburton Gold Project through the PFS and toward development. Kalamazoo Resources is targeting resource growth beyond the initial 524,000oz production target outlined in its November 2025 Scoping Study, through the delineation of more than 1Moz into the gold production profile as Kalamazoo Resources transitions from explorer to developer.
In June 2026, Kalamazoo Resources reported initial results from its Mt Olympus Resource Definition Drilling Program, with nine intersections within the first 16 drill holes exceeding 50 gram-metres, including 21m @ 6.5 g/t Au and 50m @ 2.6 g/t Au. Subsequent to period end, in July 2026, Kalamazoo Resources confirmed completion of the program (72 holes for 13,726m), reporting further high-grade intersections including 31m @ 5.2 g/t Au (incl. 15m @ 7.5 g/t Au), with infill drilling supporting potential Inferred to Indicated conversion ahead of the updated Mineral Resource Estimate and PFS.
Pedra Branca (Advanced Exploration – Brazil) – 1.0% NSR
In March 2026, ValOre Metals Corp. reported positive results from its ongoing Phase II metallurgical testwork program at the Pedra Branca PGM Project in Ceará State, Brazil. The testwork, conducted with the University of Cape Town, supports a planned Preliminary Economic Assessment targeted for completion at the end of 2026.
Bulgera (Advanced Exploration – Australia) – 1.0% NSR
In March 2026, Norwest Minerals Limited (“Norwest Minerals”) announced a 74% upgrade to the Bulgera Gold Project Mineral Resource Estimate, now standing at 7.7Mt @ 0.64g/t gold for 158Koz Indicated and 16.1Mt @ 0.66g/t for 343Koz Inferred. The uplift reflects Phase 1 and 2 RC drilling along the Price-Mercuri trend, which extended mineralisation up to 300m below previous model limits, together with a revised 0.24 g/t gold cut-off aligned with Australian heap leach benchmarks.
In May 2026, Norwest Minerals reported strong results from heap leach amenability testwork at the Bulgera Gold Project, with bottle roll testing of coarse-crushed oxide and transition composite samples achieving gold recoveries of 86% to 92%, rapid leach kinetics (75% to 80% recovery within 72 hours) and low reagent consumption. Orelogy has been appointed to lead the Bulgera Heap Leach Scoping Study.
Mount Monger (Exploration – Australia) – 1.0% NSR
In April 2026, Evergold Minerals Limited (“Evergold”) reported completion of its acquisition of 100% of the Mt Monger Gold Project, comprising the Duchess of York, Kiaki Soaks and Gladiator prospects. Evergold has received DMIRS approval for a 1,200m RC drilling campaign at the royalty-linked Kiaki Soaks prospect.
Los Filos (Development – Mexico) – 50% up to a cap of 1.1Moz
In June 2026, Equinox announced it had secured 20-year land access agreements with all three communities at the Los Filos Gold Mine (Carrizalillo, Mezcala and Xochipala), together with an overall policy on labour and supply services. Equinox has initiated activities to support a gradual restart of heap leach operations through a phased de-risking approach, including environmental remediation, permitting and workforce rehiring, while technical studies advance on a potential carbon-in-leach processing facility, including evaluation of increased mill throughput.
| 9 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Braúna (Suspended – Brazil) – 0.5% GRR
In February 2026, due to the weak global market for natural diamonds, and lower diamond recoveries, Lipari Mining Ltd. announced that operations at the Braúna mine have been suspended and the mine has been put on care and maintenance until such time as the global diamond market improves and a new mine plan is developed to effectively address the issue of dilution of the ore.
Outlook2
2026 Guidance
On March 5, 2026, Vox estimated that 2026 royalty and net precious metal receipts3 to total between $28 million and $32 million.
Following a strong first quarter of the year, the Company increased its 2026 guidance outlook. It now estimates royalty and net precious metal receipts3 to total between $32 million and $37 million (excludes proceeds from the divestment of the Federation Royalty and i-80 Stream). The Company anticipates that a greater proportion of royalty and net precious metal receipts3 for 2026 will be received in the first half of 2026 due to more gold deliveries being received in the first and second quarters.
Management’s 2026 outlook on royalty and net precious metal receipts3 is based primarily on publicly available information of the owners or operators of projects on which the Company has a royalty, stream or other interest and which management believes to be reliable. When publicly available forecasts on properties are not available, management seeks to obtain internal forecasts from the owners or operators, if available, or generates internal best estimates based on the information available. Achievement of the 2026 royalty and net precious metal receipts3 guidance above is subject to numerous risks and uncertainties, including but not limited to changes in commodity prices and the ability of operators to attain the results set out in their forecasts. Accordingly, Vox cannot provide assurance that the realized royalty and net precious metal receipts3 for 2026 will be in the updated range set forth above. In addition, management may further revise its guidance during the year to reflect more current information if it becomes available. If Vox is unable to achieve anticipated guidance, or if management further revises its guidance, the Company’s future results of operations may be adversely affected, and the Company’s share price may decline.
Key growth assets for the Company for 2026 include, based primarily on public disclosure of third-party operators:
|
| · | The remaining PMPAs, with a full year of gold metal deliveries over the producing assets acquired on September 26, 2025. |
|
| · | The Kanmantoo royalty, which was acquired on May 15, 2025, with relatively consistent quarterly revenue anticipated for 2026 guidance of 12,750t – 14,000t copper production. |
|
| · | The Binduli North gold heap leach project in Western Australia, where, in July 2025, Norton secured regulatory approval for a major expansion at the Binduli North gold project, boosting crushing and grinding capacity by 40% from 5Mtpa to 7Mtpa and setting a life-of-mine plan up to 8Mtpa over approximately 9 years. |
|
| · | Potential first revenue from the Mt Ida royalty, Bruno Lewis royalty, and Castle Hill milestone payment. |
Over the coming two to three years, the Company expects growth to be fuelled by Sugar Zone in Canada, where recommencement of processing is expected in November 2027 following expected underground development commencement in Q1 FY2027 (Q3 2026) by Vault Minerals, and the potential restart of Los Filos by Equinox Gold in Mexico.
Additional Opportunities
Although the Company is primarily focused on building its portfolio of royalties, streams and other interests, Vox management believes that there may be opportunities to maximize the value of its assets through (i) the conversion, sale, assignment or transfer of certain royalties, streams and other interests, or the right to acquire certain royalties, streams and other interests, to third parties, (ii) 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 and streaming sector evolves.
__________________________________
2Statements 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 “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.
3 Royalty and net precious metal receipts, as presented above are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP measure to the most directly comparable IFRS Accounting Standards measure, see ‘‘Non-GAAP Financial Measures’’ section of this MD&A.
| 10 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Asset Portfolio
As of the date of this MD&A, Vox owns over 70 assets, including 10 producing and 28 development stage assets, with primary exposure to gold and select industrial metals across top-tier mining jurisdictions. The following tables summarize each of Vox’s assets as of the date of this MD&A:
| Asset | Key Terms of Interest | Commodity | Jurisdiction | Stage | Operator |
| Janet Ivy | A$0.50/t royalty | Gold | Australia | Producing | Zijin Gold International (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. |
| Bulong / Myhree | 1.0% NSR | Gold | Australia | Producing | Black Cat Syndicate Limited |
| Castle Hill | A$40/oz up to 75koz, plus A$2M payment at 140koz | Gold | Australia | Producing | Evolution Mining Ltd. |
| Plutonic East | Sliding scale tonnage royalty with grade escalator | Gold | Australia | Producing | Catalyst Metals Ltd. |
| Greenstone | 100% up to a cap of 58.5koz per annum until March 2027; 29% of deliveries up to a cap of ~226,000oz | Gold | Canada | Producing | Equinox Gold Corp. |
| Bonikro | 50% uncapped (excluding third party stream ounces) | Gold | Côte d’Ivoire | Producing | Allied Gold Corporation |
| Blyvoor | 100% up to a cap of 2.7Moz | Gold | South Africa | Producing | Aurous Resources |
| Kanmantoo | 2.5% NSR, stepping down to 0.5% NSR after > 85Kt copper produced | Copper, gold, silver | Australia | Producing | Hillgrove Resources Limited |
| Wonmunna | 1.25% to 1.5% GRR (>A$100/t iron ore) | Iron ore | Australia | Producing | Mineral Resources Limited |
| Red Hill | 4.0% GRR | Gold | Australia | Development | Northern Star Resources Ltd.
|
| Higginsville (Dry Creek) | A$0.87/gram gold ore milled(1) (effective 0.85% NSR) | Gold | Australia | Development | Westgold Resources Ltd. |
| Mt Ida | 1.5% NSR (>10Koz Au production) | Gold | Australia | Development | Aurenne Group Mining |
| South Railroad | 0.633% NSR + advance royalty payments | Gold | United States | Development | Orla Mining Ltd. (merging with Equinox Gold) |
| Bullabulling | A$10/oz gold royalty (>100Koz production) | Gold | Australia | Development | Minerals 260 Limited |
| Lynn Lake (MacLellan)(2) | 2.0% GPR (post initial capital recovery) | Gold | Canada | Development | Alamos Gold Inc. |
| Dandoko | 1.0% NSR | Gold | Mali | Development | B2 Gold Corp. |
| Sugar Zone | 80% of doré up to a cap of 961koz | Gold | Canada | Development (underground development underway) | Vault Minerals Limited (merging with Genesis Minerals) |
| Los Filos | 50% up to a cap of 1.1Moz | Gold | Mexico | Development | Equinox Gold Corp. |
| Kunanalling | 2% realised production post 75koz from Castle Hill | Gold | Australia | Development | Evolution Mining Ltd. |
| Cardinia (Lewis deposit) | 1% GRR (>10koz) | Gold | Australia | Development (in construction) | Genesis Minerals Ltd. |
| Kookynie (Melita) | A$1/t ore PR (>650Kt ore mined and treated) | Gold | Australia | Development | Genesis Minerals Ltd (Puzzle) GoldArc Resources Ltd (Orion/Sapphire) |
| Horseshoe Lights | 3.0% NSR | Gold, copper | Australia | Development | Horseshoe Metals Ltd.
|
| Stockman | 1.5% NSR (reducing to 1.0% NSR after 9Mt production) | Copper, gold, silver and zinc | Australia | Development | Aeris Resources Limited |
| Limpopo (Dwaalkop) | 1.0% GRR | Platinum, palladium, rhodium, gold, copper and nickel | South Africa | Development | Sibanye Stillwater Ltd. |
| 11 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
| Asset | Key Terms of Interest | Commodity | Jurisdiction | Stage | Operator |
| 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 Mining Corp. |
| Bowdens | 0.85% GRR | Silver-lead-zinc | Australia | Development | Silver Mines Limited |
| Koolyanobbing (part of Deception & Altair pits) | 2.0% FOB Revenue | Iron ore | Australia | Development | Yilgarn Iron Investments Pty Ltd |
| 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 (in construction) | Develop Global Limited |
| Kangaroo Caves | A$2/t ore PR (100% interest) | Copper, zinc, lead, silver | Australia | Development
| Develop Global Limited |
| Kenbridge | 1.0% NSR (buyback for C$1,500) | Nickel, copper, cobalt | Canada | Development | Tartisan Nickel Corp. |
| Abercromby Well | 2.0% NSR x 10% interest (>910klb U3O8 cumulative production) | Uranium | Australia | Development | IsoEnergy Ltd. |
| Brightstar Alpha | 2.0% GRR | Gold | Australia | Development | Brightstar Resources Limited |
| Estrades | 2.0% NSR | Gold, zinc | Canada | Development | Galway Metals Inc. |
| Wyloo North | 1.5% GRR (on the first 15Mt production) | Iron Ore | Australia | Development | Fortescue Ltd. |
| British King | 1.25% NSR | Gold | Australia | Advanced Exploration | Central Iron Ore Ltd |
| Hawkins | 0.5% NSR | Gold | Canada | Advanced Exploration | Epic Gold Corp.
|
| Ashburton | 1.75% GRR (>250Koz) | Gold | Australia | Advanced Exploration | Kalamazoo Resources Limited |
| Millrose (Manayaparn) | 1.0% GRR | Gold | Australia | Advanced Exploration | Northern Star Resources Ltd. |
| Kookynie (Wolski) | A$1/t ore PR (>650Kt ore mined and treated) and a A$1/t ore PR (with gold grade escalator(3)) | Gold | Australia | Advanced Exploration | GoldArc Resources Ltd |
| Northern Anticline / Merlin | 0.75% GRR (>250Koz) | Gold | Australia | Advanced Exploration | Black Cat Syndicate Limited |
| Electric Dingo | 1.75% GRR (>250Koz) | Gold | Australia | Advanced Exploration | Black Cat Syndicate Limited |
| Bulgera | 1.0% NSR | Gold | Australia | Advanced Exploration | Norwest Minerals Limited |
| El Molino | 0.5% NSR | Gold, silver, copper and molybdenum | Peru | Advanced Exploration | China Minmetals / Jiangxi Copper |
| Halls Creek / Mt Angelo North | 1.5% NSR | Copper, Zinc | Australia | Advanced Exploration | AuKing Mining (Operator), Cazaly Resources (JV Partner) |
| Broken Hill | 2.0% NSR | Copper, Cobalt, Rare Earths | Australia | Advanced Exploration | Impact Minerals Ltd |
| Anthiby Well | 0.25% GRR | Iron ore | Australia | Advanced Exploration | Hancock Prospecting |
| Lynn Lake (Nickel) | 2.0% GPR (post initial capital recovery) | Nickel, copper, cobalt | Canada | Advanced Exploration | Corazon Mining Ltd. |
| Pedra Branca | 1.0% NSR | Nickel, copper, cobalt, PGM’s, Chrome | Brazil | Advanced Exploration | ValOre Metals Corp. |
| 12 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
| Asset | Key Terms of Interest | Commodity | Jurisdiction | Stage | Operator |
| Libby / Montanore
| $0.20/ton | Silver, copper | United States | Advanced Exploration | Hecla Mining Company |
| Kookynie (Consolidated Gold) | A$1/t ore PR (with gold grade escalator(3)) | Gold | Australia | Advanced Exploration | Genesis Minerals Ltd. (Puzzle North) Arika Resources Limited (McTavish, Cosmopolitan) |
| 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. |
| Green Dam | 2.0% NSR | Gold | Australia | Exploration | Bulletin Resources Ltd
|
| Holleton | 1.0% NSR | Gold | Australia | Exploration | Ramelius Resources Limited |
| Yamarna | A$7.50/oz discovery payment | Gold | Australia | Exploration | Gold Fields Limited |
| West Kundana | Sliding scale 1.5% to 2.5% NSR | Gold | Australia | Exploration | Evolution Mining Ltd |
| West Malartic (Chibex South) | 0.66% NSR | Gold | Canada | Exploration | Agnico Eagle Mines Limited |
| Beschefer | 0.6% NSR (partial buyback) | Gold | Canada | Exploration | Abitibi Metals Corp. |
| Comet Gold | 1.0% NSR | Gold | Australia | Exploration | Caprice Resources Ltd (75%) / Accelerate Resources Ltd (25%) |
| Mount Monger | 1.0% NSR | Gold | Australia | Exploration | Evergold Minerals Limited |
| Forest Reefs | 1.5% NSR | Gold and copper | Australia | Exploration | Newmont Corporation |
| Barabolar Surrounds | 1.0% GRR | Silver-lead-zinc | Australia | Exploration | Silver Mines Limited |
| Volga | 2.0% GRR | Copper | Australia | Exploration | Novel Mining |
| Glen | 0.2% FOB Revenue | Iron ore | Australia | Exploration | Sinosteel Midwest Corporation |
| 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 Ltd. |
| Mt Samuel | 2.0% NSR | Gold, copper, bismuth | Australia | Exploration | Pan African Resources PLC |
| True Blue | 2.0% NSR | Gold, copper | Australia | Exploration | Pan African Resources PLC |
| Tinto | 2.0% NSR | Gold, copper | Australia | Exploration | Pan African Resources PLC |
| Aga Khan | 2.0% NSR | Gold, copper | Australia | Exploration | Pan African Resources PLC |
| The Trump | 2.0% NSR | Gold, copper | Australia | Exploration | Pan African Resources PLC |
| St. Ives | 1.04% GRR(4) | Gold | Australia | Exploration | Gold Fields Limited |
| Braúna | 0.5% GRR | Diamonds | Brazil | Suspended | Lipari Mining Ltd. |
| Conditional Assets | |||||
| Eagle | 25% of gold production, up to a cap of 1.1Moz | Gold | Canada | Suspended (Receivership) | Victoria Gold Corp(5) |
| Thaduna(6) | 1.0% NSR | Copper | Australia | Exploration | BOA Resources Ltd (subsidiary of Stanifer Pty Limited)(6) |
| Winston Lake(7) | 2.0% NSR (1% buyback for C$3.0M) | Copper, Zinc, Gold, Silver | Canada | Development | Panther Metals Plc |
| Norbec & Millenbach(7) | 2.0% NSR | Gold | Canada | Exploration | Falco Resources Ltd. |
Notes:
|
| (1) | Royalty rate per gram of gold = A$0.12 x (price of gold per gram at Perth Mint / A$14) = A$1.15/gram gold ore milled, as at December 31, 2024. |
|
| (2) | Covers only a portion of the MacLellan deposit and not all reserves disclosed by Alamos Gold Inc. |
|
| (3) | 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). |
|
| (4) | The St Ives royalty is a 3.0% GRR, but the Transaction will also include an obligation for Vox Australia to pay a 1.96% GRR royalty to a third party. |
|
| (5) | On June 24, 2024, Victoria Gold Corp. announced the suspension of mine operations following a heap leach containment incident. PricewaterhouseCoopers has been appointed to manage the receivership process. |
|
| (6) | During Q2 2024, Sandfire Resources Limited informed the Department of Energy, Mines, Industry Regulation and Safety in Western Australia (“DMIRS”) that it was surrendering the last of its exploration tenements at Thaduna. During Q2 2024, Vox entered into an agreement with Stanifer Pty Ltd (“Stanifer”) granting Vox a 1% NSR royalty over the same land package covered by the original 1% NSR Thaduna royalty within exploration tenements E52/1673, E52/1674, E52/1858, E52/2356, E52/2357 and E52/2405 (the “Original Thaduna Tenure”). During Q2 2024, Stanifer applied to DMIRS to acquire tenure over aspects of the Original Thaduna Tenure. A number of the relevant tenements were granted by DMIRS during Q2 2026 and Q3 2026, and Vox expects a standard royalty agreement to be finalized with Stanifer during Q3 2026. |
|
| (7) | Vox holds the right to acquire the royalty issued to First Quantum Minerals Ltd. (“FQM”) upon the operator exercising its option to acquire the property from FQM. |
| 13 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
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 2026 |
|
| Q1 2026 |
|
| Q4 2025 |
|
| Q3 2025 |
|
| Q2 2025 |
|
| Q1 2025 |
|
| Q4 2024 |
|
| Q3 2024 |
| ||||||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
| Statement of income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Royalty revenue |
|
| 1,574,791 |
|
|
| 2,169,087 |
|
|
| 2,923,436 |
|
|
| 3,672,250 |
|
|
| 2,765,145 |
|
|
| 2,680,194 |
|
|
| 2,897,325 |
|
|
| 2,428,809 |
|
| Net precious metal income |
|
| 4,579,174 |
|
|
| 13,867,516 |
|
|
| 4,437,939 |
|
|
| 143,390 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Gross profit |
|
| 4,082,538 |
|
|
| 11,578,727 |
|
|
| 4,072,449 |
|
|
| 2,368,889 |
|
|
| 1,746,913 |
|
|
| 1,895,072 |
|
|
| 1,506,197 |
|
|
| 1,887,501 |
|
| Operating expenses (income) |
|
| (3,524,642) |
|
| 4,463,508 |
|
|
| 3,327,945 |
|
|
| 1,546,209 |
|
|
| 1,924,686 |
|
|
| 1,791,541 |
|
|
| 1,507,706 |
|
|
| 1,610,775 |
| |
| Revaluation of streams and other interests |
|
| 10,990,966 |
|
|
| 16,532,974 |
|
|
| 6,127,246 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Net income (loss) |
|
| 17,040,858 |
|
|
| 24,482,986 |
|
|
| 6,472,464 |
|
|
| 161,673 |
|
|
| (387,957) |
|
| (359,140) |
|
| (966,464) |
|
| (107,613) | ||||
| Earnings (loss) per share – basic |
|
| 0.25 |
|
|
| 0.36 |
|
|
| 0.09 |
|
|
| 0.00 |
|
|
| (0.01) |
|
| (0.01) |
|
| (0.02) |
|
| (0.00) | ||||
| Earnings (loss) per share – diluted |
|
| 0.24 |
|
|
| 0.34 |
|
|
| 0.09 |
|
|
| 0.00 |
|
|
| (0.01) |
|
| (0.01) |
|
| (0.02) |
|
| (0.00) | ||||
| Dividends declared per share |
|
| 0.015 |
|
|
| 0.015 |
|
|
| 0.0125 |
|
|
| 0.125 |
|
|
| 0.0125 |
|
|
| 0.0125 |
|
|
| 0.012 |
|
|
| 0.012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Statement of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
| 162,969,229 |
|
|
| 142,811,711 |
|
|
| 123,396,632 |
|
|
| 123,410,101 |
|
|
| 62,586,700 |
|
|
| 51,006,879 |
|
|
| 51,381,324 |
|
|
| 53,016,073 |
|
| Working capital(1) |
|
| 28,324,705 |
|
|
| 14,718,348 |
|
|
| 7,208,139 |
|
|
| 11,703,974 |
|
|
| 10,483,136 |
|
|
| 9,653,494 |
|
|
| 9,234,339 |
|
|
| 8,517,006 |
|
| Total non-current liabilities |
|
| 5,936,835 |
|
|
| 5,527,761 |
|
|
| 12,176,733 |
|
|
| 17,261,120 |
|
|
| 17,122,801 |
|
|
| 5,373,490 |
|
|
| 5,426,450 |
|
|
| 4,997,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Statement of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from operating activities |
|
| 4,698,562 |
|
|
| 15,212,750 |
|
|
| 6,186,136 |
|
|
| 1,758,787 |
|
|
| 1,756,729 |
|
|
| 1,038,814 |
|
|
| 125,398 |
|
|
| 2,112,168 |
|
Notes:
|
| (1) | equals current assets less current liabilities. |
Three Months Ended June 30, 2026 compared to the Other Quarters Presented
Royalty Revenue
The Wonmunna royalty performed consistently throughout 2024. However, Wonmunna revenue in 2025 was influenced by fluctuations in iron ore demand and pricing globally, along with declining quarterly production levels and operating costs at the underlying project. In Q1 2026, Mineral Resources announced first ore on ship from its Lamb Creek project, which is replacing Wonmunna as the primary mine feed within its Pilbara Hub. Mineral Resources has advised that mining at Wonmunna has wound down with its workforce transitioning to Lamb Creek. Mineral Resources completed exploration drilling at Wonmunna during 2025 and retains the tenements as part of its Pilbara Hub.
Since Q2 2024, quarter-over-quarter royalty revenue at Janet Ivy has been relatively consistent, driven by the Binduli North heap leach expansion project that was completed in early 2023.
In Q4 2024, inaugural royalty revenue was received from the Myhree and Castle Hill gold projects. Through the end of 2025, quarter-over-quarter revenue at both gold projects grew steadily, driven by the continued ramp up of production at each mine. The Castle Hill A$40/oz gold royalty reached its cap in Q4 2025. In January 2026, Black Cat advised that mining at Myhree/Boundary open pits was completed. Vox management expects that the Myhree underground resource will be developed by Black Cat in the coming years.
In Q2 2025, the Company acquired a royalty over the producing Kanmantoo copper-gold project, immediately generating royalty revenue commencing May 15, 2025. Royalty revenue has grown steadily since the acquisition.
Net Precious Metal Income
The Company acquired the PMPAs on September 26, 2025.
|
| · | During Q4 2025, the Company sold 47,354oz of gold and realized net precious metal income of $4,437,939. The Company realized average net precious metal income of $93.71/oz for that period. |
|
| · | In Q1 2026, the Company sold 77,293oz of gold and realized net precious metal income of $13,867,516. The Company realized average net precious metal income of $179.41/oz for the period. |
|
| · | In Q2 2026, the Company sold 54,999oz of gold and realized net precious metal income of $4,579,174. The Company realized average net precious metal income of $83.26/oz for the period. |
Operating Expenses
Operating expenses through 2024 and the first three quarters of 2025 were relatively consistent. In Q4 2025, an increase to operating expenses were due to:
|
| · | An increase in project evaluation expenditures for ongoing litigation matters. See Commitments and Contingencies section of this MD&A for litigation discussion. |
|
| · | Impairment charge of $764,016 during the period on the Company’s Brits vanadium royalty asset located in South Africa, which was acquired in 2020. This impairment is a result of the prior operator, Bushveld Minerals (subject to Business Rescue Plan), electing not to progress the Brits project and a subsequent operator (Sable Exploration and Mining Limited) relinquishing its prospecting right application in Q4 2025 following significant delays with the Department of Mineral Resources and Energy in South Africa. |
| 14 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
In the first half of 2026, further increases to operating expenses were primarily related to further increases in (i) project evaluation expenditures for ongoing litigation matters, (ii) share-based compensation, and (iii) general and administration costs related to increased fees incurred on corporate administration, professional fees, and salaries and director fees, with an offset with royalty and streams and other interests disposition gains recognized.
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Operating results herein are discussed primarily with respect to the comparable period in the prior year. The “period” or “1H2026” refers to the six-month period ended June 30, 2026 and the “comparable period” or “1H2025” refers to the six-month period ended June 30, 2025.
Royalty Revenue
Royalty revenue 1H2026 was $3,743,878 compared to royalty revenue of $5,445,339 in the comparable period. The change in royalty revenue was driven by:
|
| · | Kanmantoo copper-gold royalty: $1,970,000 in royalty revenue for the period compared to $350,000 in 1H2025. The Kanmantoo royalty was acquired on May 15, 2025. |
|
| · | Bulong-Myhree gold royalty: $290,000 in royalty revenue in 1H2026 compared to $400,000 in the comparable period. In January 2026, Black Cat advised that mining at Myhree/Boundary open pits was completed. Vox management expects that the Myhree underground resource will be developed by Black Cat in the coming years. |
|
| · | Castle Hill gold royalty: $680,000 in royalty revenue in the comparable period. In Q4 2025, the Castle Hill A$40/oz royalty reached its royalty cap. The Castle Hill milestone payment is still untriggered. |
|
| · | Wonmunna iron ore royalty: $720,000 in royalty revenue in 1H2026 compared to $3,000,000 in the comparable period. In Q1 2026, Mineral Resources announced first ore on ship from its Lamb Creek project, which is replacing Wonmunna as the primary mine feed within its Pilbara Hub. Mineral Resources has advised that mining at Wonmunna has wound down with its workforce transitioning to Lamb Creek. Vox management expects that Mineral Resources will continue to blend and sell low volumes of stockpiled Wonmunna ore over the course of 2026. |
Net Precious Metal Income
The Company acquired the Global Gold Portfolio on September 26, 2025. During the period, the Company sold 132,292oz of gold and realized net precious metal income of $18,446,690. The Company realized average net precious metal income of $139.44/ozfor the period.
Operating Income (Expenses)
Operating expenses for the period were $938,866 compared to $3,716,227 in the comparable period. The decrease in account expenditures was primarily related to the following:
|
| · | Realized gain on i) disposition of Federation Royalty for $5,189,144, and ii) disposition of i-80 Stream for $2,190,437. See Highlights and Key Accomplishments section of this MD&A for details. |
|
| · | Increase in corporate administration expenditures of $207,604. |
|
| · | Increase in salaries and benefits and director fees of $224,051. |
|
| · | Increase in professional fees expenditures during the period of $283,206. |
|
| · | Increase in project evaluation expenditures of $1,036,554. See Commitments and Contingencies section of this MD&A for litigation matters, which are reflected in this expense category. |
|
| · | Increase in share-based compensation expense of $2,850,699. |
Other Income and Expenses
Other income for the period was $28,293,073 compared to $5,989 in the comparable period. The increase in income was primarily related to:
|
| · | A revaluation gain on the Global Gold Portfolio during the period of $27,523,940. The revaluation gain is primarily a result of: |
|
| o | Reforecasting of the estimated realized margin to be earned on the offtake-streaming portfolio for the remaining expected mine life. The estimated realized margin increased from $65.36/oz at December 31, 2025, to $74.74/oz at period end. |
|
| o | Bonikro (Côte d’Ivoire) mine life extension: In June 2026, Allied Gold Corporation (“Allied Gold”) announced a mine life extension at Bonikro, with an updated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. The mine life extension results in an additional fair value adjustment of $16,600,000. |
|
| o | Los Filos (Mexico): In June 2026, Equinox announced it had secured 20-year land access agreements with all three communities at the Los Filos Gold Mine. Equinox has initiated activities to support a gradual restart of heap leach operations. With the agreements in place with the three communities, it now allows Equinox to commence a restart of the mine in the coming years, which as a result, management has increased the fair value of this asset by $3,935,000. The main inputs for this include: |
|
| ■ | Annual production rate of 70,000oz, being 50% of the operator’s heap leach restart plan. A 10% increase (decrease) in production rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $400,000. |
|
| ■ | Probability of completing the restart of 25%. A 10% increase (decrease) in the probability rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $1,600,000. |
|
| · | An amendment fee earned of $1,000,000 from Equinox. See Portfolio Updates section of this MD&A for details. |
| 15 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Income Tax Expense
During the period, the Company recorded an increase in cumulative tax expense of $812,781, broken down as follows:
|
| · | An increase in current income tax expense of $349,033 compared to the comparable period. |
|
| · | An increase in deferred tax expense of $456,453 compared to the comparable period. |
The cumulative increase in income tax expense is primarily a result of the disposition of the Federation Royalty and certain Australian producing royalty assets that have a $nil tax basis, which are taxed at the Australian tax rate of 30%.
Income tax expense pertains to the Company’s Australian subsidiary. The Company’s Stream portfolio, acquired by the Company’s Cayman subsidiary, is not subject to income taxes, and the Company’s Canadian and US subsidiaries have cumulative tax losses.
Net Income (Loss)
The net income for 1H2026 was $41,523,844 compared to a loss of $747,097 in the comparable period. On a per share basis, the basic and diluted income per share was $0.60 and $0.58, respectively, in 1H2026, compared to a basic and diluted loss per share of $0.01 per share in the comparable period. The net income (loss) during each period is from the results of operations discussed above.
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
Operating results herein are discussed primarily with respect to the comparable quarter in the prior year. The “quarter” or “Q2 2026” refers to the three-month period ended June 30, 2026 and the “comparable quarter” or “Q2 2025” refers to the three-month period ended June 30, 2025.
Royalty Revenue
Royalty revenue during Q2 2026 was $1,574,791 compared to royalty revenue of $2,765,145 in the comparable quarter. The change in royalty revenue was driven by:
|
| · | Kanmantoo copper-gold royalty: $1,065,000 in royalty revenue for the period compared to $350,000 in Q2 2025. The Kanmantoo royalty was acquired on May 15, 2025. |
|
| · | Bulong-Myhree gold royalty: $210,000 in royalty revenue in the comparable period. In January 2026, Black Cat advised that mining at Myhree/Boundary open pits was completed. Vox management expects that the Myhree underground resource will be developed by Black Cat in the coming years. |
|
| · | Castle Hill gold royalty: $415,000 in royalty revenue in the comparable period. In Q4 2025, the Castle Hill A$40/oz royalty reached its royalty cap. |
|
| · | Wonmunna iron ore royalty: $180,000 in royalty revenue in Q2 2026 compared to $1,315,000 in the comparable period. In Q1 2026, Mineral Resources announced first ore on ship from its Lamb Creek project, which is replacing Wonmunna as the primary mine feed within its Pilbara Hub. Mineral Resources has advised that mining at Wonmunna has wound down with its workforce transitioning to Lamb Creek. |
Net Precious Metal Income
The Company acquired the Global Gold Portfolio on September 26, 2025. During the quarter, the Company sold 54,999oz of gold and realized net precious metal income of $4,579,174. The Company realized average net precious metal income of $83.26/ozfor the quarter.
Operating Income (Expenses)
Operating income for the quarter was $3,524,642 compared to an expense of $1,924,686 in the comparable quarter. The decrease in account expenditures was primarily related to the following:
|
| · | Realized gain on i) disposition of Federation Royalty for $5,189,144, and i) disposition of i-80 Stream for $2,190,437. See Highlights and Key Accomplishments section of this MD&A for details. |
|
| · | Increase in salaries and benefits and director fees of $132,934. |
|
| · | Increase in professional fees expenditures during the period of $128,490. |
|
| · | Increase in project evaluation expenditures of $329,122. See Commitments and Contingencies section of this MD&A for litigation matters, which are reflected in this expense category. |
|
| · | Increase in share-based compensation expense of $1,291,427. |
Other Income and Expenses
Other income for the quarter was $10,874,930 compared to $17,644 in the comparable quarter. The increase in income was primarily related to
|
| · | A revaluation gain on the Global Gold Portfolio during the quarter of $10,990,966. The revaluation gain is primarily a result of: |
|
| o | Reforecasting of the estimated realized margin to be earned on the offtake-streaming portfolio for the remaining expected mine life. The estimated realized margin decreased from $85.44/oz at March 31, 2026, to $74.74/oz at period end. |
| 16 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
|
| o | Bonikro (Côte d’Ivoire) mine life extension: In June 2026, Allied Gold Corporation (“Allied Gold”) announced a mine life extension at Bonikro, with an updated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. The mine life extension results in an additional fair value adjustment of $10,300,000. |
|
| o | Los Filos (Mexico): In June 2026, Equinox announced it had secured 20-year land access agreements with all three communities at the Los Filos Gold Mine. Equinox has initiated activities to support a gradual restart of heap leach operations. With the agreements in place with the three communities, it now allows Equinox to commence a restart of the mine in the coming years, which as a result, management has increased the fair value of this asset by $3,935,000. |
|
| · | A decrease in interest and finance expenses of $80,451 over the comparable period, which is primarily a result of the Company’s drawdowns during the comparable period on the Facility. |
Income Tax Expense
During the quarter, the Company recorded:
|
| · | An increase in current income tax expense of $853,661 compared to the comparable period. |
|
| · | An increase in deferred tax expense of $359,763 compared to the comparable period. |
The cumulative increase in income tax expense is primarily a result of the disposition of the Federation Royalty and certain Australian producing royalty assets that have a $nil tax basis, which are taxed at the Australian tax rate of 30%.
Income tax expense pertains to the Company’s Australian subsidiary. The Company’s Stream portfolio, acquired by the Company’s Cayman subsidiary, is not subject to income taxes, and the Company’s Canadian and US subsidiaries have cumulative tax losses.
Net Income (Loss)
The net income for Q2 2026 was $17,040,858 compared to a loss of $387,957 in the comparable period. On a per share basis, the basic and diluted income per share was $0.25 and $0.24, respectively, in Q2 2026, compared to a basic and diluted loss per share of $0.01 per share in the comparable period. The net income (loss) during each period is from the results of operations discussed above.
Liquidity and Capital Resources
The Company’s working capital and liquidity position as at June 30, 2026 comprised current assets of $32,683,997, including cash of $31,127,354. Set against current liabilities of $4,359,292, the Company has net working capital of $28,324,705. This compares to current assets of $11,380,951 and net working capital of $7,208,139 as at December 31, 2025. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities.
As at June 30, 2026, the Company had $40 million available for borrowing under its Facility (excluding the $35 million available under the Accordion), which amount is subject to certain financial and restrictive covenants (see Facility section of this MD&A).
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 2026 were $19,911,312 compared to $2,795,543 in 1H 2025. 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 $15,252,528, which is primarily related to the results of operations discussed above. |
|
| · | A decrease in accounts receivable at June 30, 2026 compared to December 31, 2025 of $1,620,226 compared to an increase in accounts receivable in the comparative period of $68,972. The decrease in accounts receivable in the current period is a result of royalty revenues declining $1,348,645 in Q2 2026 compared to Q4 2025 compared to being relatively flat in the comparable period. Other than the Kanmantoo royalty, which is paid monthly, all other royalties are paid quarterly, typically within 45 days of quarter end. |
|
| · | A decrease in prepaid expenses at June 30, 2026 compared to December 31, 2025 of $119,510 compared to an increase in prepaid expenses in the comparative period of $2,673. |
Cash flows earned from operations in Q2 2026 were $4,698,562 compared to $1,756,729 in Q2 2025. 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 $1,540,775, which is primarily related to the results of operations discussed above. |
|
| · | A decrease in accounts receivable at June 30, 2026 compared to March 31, 2026 of $869,757 compared to an increase in accounts receivable in the comparative period of $80,428. The decrease in accounts receivable in the current quarter is a result of royalty revenues declining $564,296 in Q2 2026 compared to Q1 2026 compared to being relatively flat in the comparable period. Other than the Kanmantoo royalty, which is paid monthly, all other royalties are paid quarterly, typically within 45 days of quarter end. |
|
| · | A decrease in accounts payable at June 30, 2026 compared to March 31, 2026 of $168,322 compared to an increase in accounts payable in the comparative period of $202,819. |
|
| · | An increase in current income taxes payable at June 30, 2026 compared to December 31, 2025 of $740,309 compared to a decrease in current taxes payable $74,714 in the comparable period. The increase in current income tax payable is primarily a result of the disposition of the Federation Royalty during the quarter, which the gain on disposition is taxed at the Australian tax rate of 30%. |
| 17 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Cash Flows From (Used In) Investing Activities
Cash flows from investing activities for the period was $10,136,915 compared to use of $11,705,057 in 1H2025. The change in both periods was primarily related to:
|
| · | Disposition of the Federation Royalty, i-80 Stream and subsequent sale of the i-80 Gold common shares during 1H2026, generating cash proceeds of $10,561,585. |
|
| · | Acquisition of the Australian Portfolio during the period for total cash consideration of $388,048. |
|
| · | In the comparable period, the Company acquired the Kanmantoo royalty for total cash consideration of $11,700,000. |
Cash flows from investing activities for Q2 2026 was $10,477,823 compared to use of $11,705,057 in Q2 2025. The change in both periods was primarily related to:
|
| · | Disposition of the Federation Royalty, i-80 Stream and subsequent sale of the i-80 Gold common shares during 1H2026, generating cash proceeds of $10,561,585. |
|
| · | In the comparable period, the Company acquired the Kanmantoo royalty for total cash consideration of $11,700,000. |
Cash Flows From (Used In) Financing Activities
Cash flows used in financing activities for 1H 2026 were $6,980,167 compared to funds received of $10,351,788 in the comparable period. The change in both periods was primarily related to:
|
| · | Proceeds received from the exercise of stock options in 1H 2026 of $2,061,562 vs. $nil in 1H 2025. |
|
| · | Repayment of $6,700,000 then outstanding under the Facility in the current period. |
|
| · | Funds drawn on the Facility of $11,700,000 in the comparable period. |
|
| · | Dividends paid to shareholders of $1,876,314 during the period vs. $1,233,179 in the comparable period. |
|
| · | Share issue costs paid during the period related to the equity raise completed in Q3 2025 of $246,828. |
Cash flows from financing activities for Q2 2026 were $63,471 compared to $10,982,327 in the comparable period. The change in both periods was primarily related to:
|
| · | Proceeds received from the exercise of stock options in Q2 2026 of $1,155,399 vs. $nil in Q2 2025. |
|
| · | Funds drawn on the Facility of $11,700,000 in Q2 2025. |
|
| · | Dividends paid to shareholders of $1,027,476 during the period vs. $628,657 in the comparable period. |
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 other than the common shares of Lipari issued to the Company on February 25, 2026, in connection with a debt settlement agreement relating to unpaid royalties by Lipari pertaining to the Braúna mine in the amount of $44,405. During the three months ended March 31, 2026, the Company recorded an unrealized loss on investments of $21,660, representing the decline in the Lipari’s share price from the date of issuance to the end of the first quarter. In the three months ended June 30, 2026 the remaining carrying value of the investment was written off as Lipari has been subject to a cease trade order since early April 2026. As of the date of this MD&A, the Company holds 431,307 Lipari shares.
The Company’s management believes current financial resources will be adequate to cover anticipated expenditures for general and administration, project evaluation costs, interest and charges related to the Facility and anticipated 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, streams and other interests. 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, streams or other interests, Vox may seek additional debt, including further use of the Facility or the Accordion, 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, 2026, 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, 2026, individually or in the aggregate, is material to its consolidated financial condition or results of operations.
| 18 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Red Hill
In June 2025, Vox Australia was served with a writ of summons and statement of claim in the Supreme Court of Western Australia pursuant to which Vox Australia has been named as a second defendant.
The plaintiff alleges, among other things, that the first defendant, being the previous royalty owner of the royalty, breached its obligations to the plaintiff in connection with the assignment of the Red Hill royalty to Vox Australia in September 2023 on the basis that the plaintiff had a right of first refusal. The plaintiff is seeking declaratory relief in respect of the assignment of the first defendant’s royalty to Vox Australia, or alternatively, damages. Vox Australia acquired the Red Hill royalty as part of a portfolio of nine royalties from the first defendant for a combination of A$6,750,000 in cash and non-cash consideration comprised of Vox providing ongoing royalty related services to the first defendant.
Each of the defendants deny that the purported right of first refusal applied in the circumstances. The Company is taking all appropriate steps to defend the action. The Company anticipates expenditures related to this matter to increase considerably in 2026 as the matter evolves, subject to achieving settlement. It is difficult to predict whether the matter will be resolved before or after a trial or the timing of such resolution or trial. If the matter proceeds to trial, a final binding decision may take a number of years to be delivered. As of the date of this MD&A, the proceeding is ongoing.
Titan
SilverStream SEZC 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 Jaw, Phoebe, Cart and Colossus exploration projects. 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. On April 24, 2025, SilverStream assigned its interests in the royalties and legal proceeding to Vox Australia in order to permit SilverStream to complete the Restructuring Transaction. As at the date of this MD&A, the proceeding is ongoing.
Commitments
The St Ives royalty is effectively a 1.04% GRR. The royalty is a 3.0% GRR, but the transaction also includes an obligation for Vox Australia to pay a 1.96% GRR royalty to a third party.
The Company or affiliates of the Company are committed to the following minimum lease payments for its premises over the remainder of its lease term and certain consulting agreements, as follows:
|
|
| July 1, 2026 to June 30, 2027 |
| |
|
|
| $ |
| |
| Leases |
|
| 34,256 |
|
| Consulting agreements |
|
| 15,940 |
|
|
|
|
|
|
|
|
|
|
| 50,196 |
|
Contingencies
The Company or affiliates of the Company are responsible for making the following certain milestone payments in connection with asset acquisitions, which become payable on certain revenue or cumulative production thresholds being achieved.
| Royalty |
| $ |
| |
| Stockman(1)(2) |
|
| 6,900,000 |
|
| Limpopo(1)(3) |
|
| 6,263,000 |
|
| Dandoko(4) |
|
| 2,500,000 |
|
| Bullabulling(5) |
|
| 690,000 |
|
| Koolyanobbing(6) |
|
| 345,000 |
|
| El Molino(7) |
|
| 450,000 |
|
| Uley(1)(8) |
|
| 152,000 |
|
| Other(9) |
|
| 157,000 |
|
|
|
|
|
|
|
|
|
|
| 17,457,000 |
|
| (1) | The milestone payments may be settled in either cash or common shares of the Company, at the Company’s election. |
| (2) | Milestone payment due upon two consecutive quarters where royalty revenue from the royalty interest is paid in respect of a quarterly processing throughput rate of equal to greater than 150,000 tonnes. |
| (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) | The milestone payments must be settled in cash. Milestone payments include: (i) $1,250,000 upon first royalty receipts; and (ii) $1,250,000 on receipt of payment of 500Koz production from the royalty area. |
| 19 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
| (5) | The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. 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. |
The Company’s management believes current and expected future financial resources will be adequate to cover cash-based milestone payments, as and when each payment is expected to become payable, for the foreseeable future.
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 transactions during the three and six months ended June 30, 2026 and 2025.
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. Key management personnel include the Company’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, former EVP – Australia (up to April 30, 2025), and the Board of Directors.
The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2026 and 2025 were as follows:
|
|
| Threemonthsended June 30, 2026 |
|
| Threemonthsended June 30, 2025 |
|
| Sixmonthsended June 30, 2026 |
|
| Sixmonthsended June 30, 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Short-term employee benefits |
|
| 550,687 |
|
|
| 480,253 |
|
|
| 1,125,176 |
|
|
| 1,052,271 |
|
| Share-based compensation |
|
| 1,802,573 |
|
|
| 607,480 |
|
|
| 3,775,725 |
|
|
| 1,137,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,353,260 |
|
|
| 1,087,733 |
|
|
| 4,900,901 |
|
|
| 2,189,595 |
|
New Accounting Standards and Interpretations
Amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)
Effective January 1, 2026, the Company adopted amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities, introduce a new exception for certain financial liabilities settled through an electronic payment system prior to the settlement date and update the disclosures required for equity instruments designated at fair value through other comprehensive income. The Company elected to apply the option to derecognize financial liabilities settled in cash using an electronic payment system, before the settlement date when the related payment instruction cannot be withdrawn, stopped or cancelled, the Company no longer has access to the cash designated for settlement and the related settlement risk is insignificant. These amendments did not have a material impact on the Company's condensed interimconsolidatedfinancial statements.
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, 2026, with earlier application permitted.
IFRS 18 – Presentation and Disclosure in Financial Statements
IFRS 18 introduces new categories and defined subtotals in the statement of profit or loss, new disclosures on management-defined performance measures (“MPMs”) and enhanced requirements to improve the aggregation and disaggregation of information in the financial statements. Under IFRS 18, the statement of profit or loss is divided into three categories: operating, investing, and financing. Concurrent amendments to IAS 7 Cash Flows align with these new subtotals so the cash flow statement will now begin with the IFRS 18-specified subtotal of operating profit rather than net earnings.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The adoption of IFRS 18 is expected to change the presentation and structure of the Company’s primary financial statements but is not expected to have an impact on the measurement of net earnings or cash flows.
IFRS 18 will require additional note disclosures such as for MPMs where certain non-IFRS performance measures, representing subtotals of income and expenses, are used in public communications. Management is monitoring pronouncements from both the IASB and the regulators. The Company is continuing to evaluate the detailed impact of IFRS 18 on the Company’s financial statement presentation, disclosures, and internal controls.
| 20 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Outstanding Share Data
The authorized share capital of the Company is an unlimited number of common shares without par value.
As at June 30, 2026 and August 12, 2026, the issued and outstanding securities were as follows:
|
|
| August 12, 2026 |
|
| June 30, 2026 |
| ||
|
|
| # |
|
| # |
| ||
| Common shares issued and outstanding |
|
| 69,495,284 |
|
|
| 69,452,471 |
|
| Stock options |
|
| 2,905,298 |
|
|
| 2,905,298 |
|
| Restricted share units |
|
| 1,984,974 |
|
|
| 2,025,767 |
|
|
|
|
|
|
|
|
|
|
|
| Fully diluted common shares |
|
| 74,385,556 |
|
|
| 74,383,536 |
|
Critical Accounting Judgements and Estimates
The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires the Company’s management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. Estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances. However, actual results may differ from those estimates included in the consolidated financial statements.
The Company’s material accounting policy information and estimates are disclosed in Notes 2 and 3 of the December 31, 2025 audited consolidated financial statements. There have been no material changes to the policies during the six months ended June 30, 2026.
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, 2026, and the year ended December 31, 2025.
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 trade 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 trade receivable balances. The Company’s trade receivables and gold purchase contracts are subject to the credit risk and performance of the counterparties who own and operate the mines underlying Vox’s asset 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 Facility, anticipated cash flows from operations and holding of cash. As at June 30, 2026, the Company had cash of $31,127,354 (December 31, 2025 - $8,084,572) and working capital (current assets less current liabilities) of $28,324,705 (December 31, 2025 - $7,208,139).
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, 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, 2026, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income for the three and six months ended June 30, 2026 by $236,000.
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, 2026, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net income and other comprehensive income by approximately $200,000.
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.
| 21 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
Commodity and share price risk
The Company’s royalties, streams and other interests 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, base and ferrous metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.
Fair value of financial instruments
The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and income tax liabilities on the consolidated statements of financial position approximate fair value because of the limited term of these instruments.
The 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, 2026 and December 31, 2025, the Company does not have any financial instruments measured at fair value after initial recognition, except for streams and other interests, with a carrying value at June 30, 2026 of $79,786,029 which are estimated using Level 3 inputs. See Note 6 and Note 20 of the consolidated financial statements for the changes in fair value measurements of streams and other interests classified as Level 3 as at June 30, 2026. These financial instruments are measured at fair value utilizing inputs other than quoted prices included in Level 1. The gains and losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss).
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, streams and other interests, while optimizing its capital structure by balancing debt and equity. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities. As at June 30, 2026, the capital structure of the Company consists of $152,673,102 (December 31, 2025 - $107,047,087) of total equity, comprising of share capital, equity reserves, and retained earnings.
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, 2025. 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, 2025.
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, 2026 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
| 22 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
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 Accounting Standards 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 Accounting Standards; |
|
| · | 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. |
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, 2026 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.
Non-GAAP Financial Measures
Royalty and net precious metal receipts
Royalty revenue and net precious metal receipts is a non-GAAP financial measure. Net precious metal income related to Vox’s offtake agreements is not IFRS 15 revenue and therefore would not be combined with royaltyrevenue under IFRS Accounting Standards. Income from net precious metal receiptsrepresents the proceeds the Company receives from the sale of refined gold to a third party less the purchase price paid to the mining operator for the refined gold and sales commissions. Management uses the royalty revenue and net precious metal receipts to evaluate the underlying operating performance of the Company for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as royalty revenue, investors may use the royalty revenue and net precious metal receipts to evaluate the results of the underlying business. Management believes that the royalty revenue and net precious metal receipts is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Royalty revenue and net precious metal receipts is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Royalty revenue |
|
| 1,574,791 |
|
|
| 2,765,145 |
|
|
| 3,743,878 |
|
|
| 5,445,339 |
|
| Net precious metal income |
|
| 4,579,174 |
|
|
| - |
|
|
| 18,446,690 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Royalty revenue and net precious metal receipts |
|
| 6,153,965 |
|
|
| 2,765,145 |
|
|
| 22,190,568 |
|
|
| 5,445,339 |
|
Average net precious metal income per ounce
Average net precious metal income per ounce is a non-GAAP financial metric, which is defined as net precious metal income related to Vox’s offtake agreements, representing the proceeds the Company receives from the sale of refined gold to a third party less the purchase price paid to the mining operator for the refined gold and sales commissions, divided by the number of gold ounces sold during the period. Management uses the non-GAAP financial metric of average net precious metal income per ounce to evaluate the underlying operating performance of the Company for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as revenue, investors may use average net precious metal income per ounce to evaluate the results of the underlying business. Management believes that average net precious metal income per ounce is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Average net precious metal income per ounce is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
| 23 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Net precious metal income |
| $ | 4,579,174 |
|
|
| - |
|
| $ | 18,446,690 |
|
|
| - |
|
| Gold ounces sold during the period |
|
| 54,999 |
|
|
| - |
|
|
| 132,292 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average net precious metal income per ounce |
| $ | 83.26/oz |
|
|
| - |
|
| $ | 139.44/oz |
|
|
| - |
|
Adjusted EBITDA and Adjusted EBITDA per share
Adjusted EBITDA and Adjusted EBITDA per share are non-GAAP financial measures, which excludes the following from net income and net income per share:
|
| · | income tax expense; |
|
| · | interest and finance expenses; |
|
| · | depletion on royalties and depreciation-like charges; |
|
| · | amortization; |
|
| · | impairment charges, write-downs, and reversals, including expected credit losses; and |
|
| · | revaluation of streams and other interests. |
Management believes that adjusted EBITDA and adjusted EBITDA per share are valuable indicators of our ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund acquisitions. Management uses adjusted EBITDA for this purpose. Adjusted EBITDA and adjusted EBITDA per share are also frequently used by investors and analysts for valuation purposes, whereby adjusted EBITDA is multiplied by a factor or ‘‘multiple’’ that is based on an observed or inferred relationship between adjusted EBITDA and market values to determine the approximate total enterprise value of a company.
In addition to excluding income tax expense, interest and finance costs, depletion on royalties and depreciation-like charges, and amortization, adjusted EBITDA and adjusted EBITDA per share also remove the effect of impairment charges, write-downs, and reversals, including expected credit losses, and revaluation of streams and other interests. We believe this additional information will assist analysts, investors and our shareholders to better understand our ability to generate liquidity from operating cash flow, by excluding these amounts from the calculation as they are not indicative of the performance of our core business and not necessarily reflective of the underlying operating results for the periods presented.
Adjusted EBITDA and adjusted EBITDA per share are intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS Accounting Standards and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Adjusted EBITDA and adjusted EBITDA per share are not necessarily indicative of operating profit or operating cash flow as determined under IFRS Accounting Standards. Other companies may calculate adjusted EBITDA and adjusted EBITDA per share differently. The following table reconciles adjusted EBITDA and adjusted EBITDA per share to net income and net income per share, the most directly comparable IFRS Accounting Standards measure.
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Net income (loss) |
|
| 17,040,858 |
|
|
| (387,957) |
|
| 41,523,844 |
|
|
| (747,097) | ||
| Income tax expense |
|
| 1,441,252 |
|
|
| 227,828 |
|
|
| 1,491,628 |
|
|
| 678,844 |
|
| Interest and finance expenses |
|
| 102,113 |
|
|
| 182,564 |
|
|
| 253,112 |
|
|
| 267,952 |
|
| Depletion on royalties and depreciation-like charges |
|
| 2,071,427 |
|
|
| 1,018,232 |
|
|
| 6,529,303 |
|
|
| 1,803,354 |
|
| Amortization |
|
| 45,938 |
|
|
| 45,885 |
|
|
| 91,876 |
|
|
| 91,770 |
|
| Revaluation of streams and other interests |
|
| (10,990,966) |
|
| - |
|
|
| (27,523,940) |
|
| - |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
| 9,710,622 |
|
|
| 1,086,552 |
|
|
| 22,365,823 |
|
|
| 2,094,823 |
|
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Net income (loss) per share |
|
| 0.25 |
|
|
| (0.01) |
|
| 0.60 |
|
|
| (0.01) | ||
| Income tax expense |
|
| 0.02 |
|
|
| 0.00 |
|
|
| 0.02 |
|
|
| 0.01 |
|
| Interest and finance expenses |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.01 |
|
| Depletion on royalties and depreciation-like charges |
|
| 0.03 |
|
|
| 0.02 |
|
|
| 0.09 |
|
|
| 0.04 |
|
| Amortization |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
| Impairment charge |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
| Revaluation of streams and other interests |
|
| (0.16) |
|
| 0.00 |
|
|
| (0.40) |
|
| 0.00 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA per share |
|
| 0.14 |
|
|
| 0.01 |
|
|
| 0.31 |
|
|
| 0.05 |
|
| 24 |
| Vox Royalty Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2026 |
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, streams and other interests 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 the Middle East region, and as well as those risk factors discussed in the section entitled “Risk Factors” in Vox’s AIF for the year ended December 31, 2025, 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, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property in which Vox holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Vox cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Vox believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. This MD&A contains future-oriented information and financial outlook information (collectively, “FOFI”) about the Company’s revenue from royalties, streams or other interests which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company’s anticipated business operations. Vox disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.
Third-Party Market and Technical Information
This MD&A includes market information, industry data and forecasts obtained from independent industry publications, market research and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein nor ascertained the underlying assumptions relied on by such sources.
Timothy J. Strong, B.Sc (Hons) MBA ACSM FIMMM QMR R.Sci, of Kangari Consulting LLC and a “Qualified Person” under NI 43-101, has reviewed and approved the scientific and technical disclosure contained in this document.
| 25 |
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, 2026. |
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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 |
|
| 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. |
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| 5.2 | ICFR – material weakness relating to design: N/A |
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| 5.3 | Limitation on scope of design: N/A |
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| 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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 12, 2026
| (signed) “Kyle Floyd” |
|
|
Kyle Floyd Chief Executive Officer |
|
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, 2026. |
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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 |
|
| 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. |
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| 5.2 | ICFR – material weakness relating to design: N/A |
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| 5.3 | Limitation on scope of design: N/A |
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| 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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 12, 2026
| (signed) “Pascal Attard” |
|
|
Pascal Attard Chief Financial Officer |
|
EXHIBIT 99.5
VOX ROYALTY REPORTS Q2 2026 RESULTS
AND DECLARES QUARTERLY DIVIDEND
DENVER – August 12, 2026 – Vox Royalty Corp. (NASDAQ: VOXR) (TSX: VOXR) (“Vox” or the “Company”), a returns-focused mining royalty and streaming company, is pleased to announce its operating and financial results for the second quarter ended June 30, 2026. All amounts are presented in U.S. dollars unless otherwise indicated.
Kyle Floyd, Chief Executive Officer, stated: “We are pleased to share these strong Q2 quarterly results and record first half results, which are in line with our increased 2026 guidance released in May, including record EPS of $0.60/share for the year-to-date. This quarter included two opportunistic divestments of capped assets, generating 14x and 2x returns over holding periods of 3 months and 9 months for the Federation royalty and i-80 offtake stream, respectively. As a result of record first half operating cash flow and these transactions, the Company recorded record cash on the balance sheet of $31.1 million. We also noted material organic developments within our portfolio during the quarter, such as the 20-year land access agreement at the Los Filos gold project and the anticipated ~400% life of mine production increase at the Bonikro gold mine. We look forward to providing further updates as our portfolio of streams and royalties advances alongside well-capitalized operators, complemented by a robust pipeline of accretive acquisition opportunities.”
Second Quarter 2026 Highlights
| · | Net income of $17.0 million or $0.25/share (2Q 2025: net loss of $0.4 million or $0.01/share). Net income for the period includes a Revaluation Gain of $11.0 million on the portfolio of offtake streams (the “Portfolio”) that Vox acquired in September 2025, driven by the Los Filos community milestones and Bonikro mine life extension. | |
| · | Record cash position at quarter end of $31.1 million and fully undrawn credit facility of $40 million (with an additional accordion of $35 million). | |
| · | Record total assets at quarter end of $163.0 million compared to 123.4 million at the end of December 2025. | |
| · | Royalty and net precious metal receipts1 of $6.2 million (2Q 2025: $2.8 million). | |
|
| o | $4.6 million in net precious metal income (2Q 2025: $nil). The Company realized average net precious metal income margins of $83.26/oz1 on 54,999 ounces delivered for the period. |
|
| o | $1.6 million from royalty revenue (2Q 2025: $2.8 million). |
| · | Gross profit generated of $4.1 million (2Q 2025: $1.7 million). | |
| · | Income from operations of $7.6 million (2Q 2025: loss of $0.2 million). | |
| · | Operating cash flows of $4.7 million (2Q 2025: $1.8 million). | |
| · | Adjusted EBITDA1 of $9.7 million or $0.14/share (Q2 2025: $1.1 million or $0.01/share). | |
| · | Divested the capped Federation royalty for A$8 million in June 2026 after acquiring it for A$600,000 in February 2026. | |
| · | Divested the capped i-80 offtake stream for $4.8 million in June 2026 after acquiring it for $2.7 million in September 2025. | |
| · | Commodity mix breakdown: 83% gold and 17% other (predominantly copper and iron ore). | |
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, 2026, available on SEDAR+ (www.sedarplus.ca), the SEC’s website (www.sec.gov) or on Vox’s website (www.voxroyalty.com).
First Half 2026 Highlights
| · | Record net income of $41.5 million or $0.60/share (1H 2025: net loss of $0.7 million or $0.01/share). Net income for the period includes a Revaluation Gain of $27.5 million on the Portfolio that Vox acquired in September 2025. The Revaluation Gain results from: | |
|
| o | Reforecasting of the estimated realized margin to be earned on the offtake-streaming portfolio for the remaining expected mine life. The estimated realized margin increased from $65.36/oz at December 31, 2025, to $74.74/oz at period end. |
|
| o | Bonikro mine life extension: In June 2026, Allied Gold Corporation (“Allied Gold”) announced a mine life extension at Bonikro, with an updated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. The mine life extension results in an additional fair value adjustment of $16.6 million. |
|
| o | Los Filos: In June 2026, Equinox announced it had secured 20-year land access agreements with the communities at the Los Filos Gold Mine. Equinox has initiated activities to support a gradual restart of heap leach operations. With the agreements in place, Equinox can commence a restart of the mine, which resulted, in management increasing the fair value of Los Filos by $3.9 million. |
| 1 |
| · | Record royalty and net precious metal receipts1 of $22.2 million (1H 2025: $5.4 million). | |
|
| o | $18.5 million in net precious metal income (1H 2025: $nil). The Company realized average net precious metal income margins of $139.44/oz1 on 132,292 ounces delivered for the period. |
|
| o | $3.7 million from royalty revenue (1H 2025: $5.4 million). |
| · | Record gross profit generated of $15.7 million (1H 2025: $3.6 million). | |
| · | Record income from operations of $14.7 million (1H 2025: $0.0 million). | |
| · | Record operating cash flows of $19.9 million (1H 2025: $2.8 million). | |
| · | Record cash flows generated from operating and investing activities of $30.0 million. | |
| · | Record Adjusted EBITDA1 of $22.4 million or $0.31/share (1H 2025: $2.1 million or $0.05/share). | |
| · | Repaid the $6.7 million credit facility balance that was owing at the end of December 2025, leaving a fully undrawn credit facility at quarter end. | |
| · | Commodity mix breakdown: 89% gold and 11% other (predominantly copper and iron ore). | |
2026 Outlook Guidance Reiterated
After increasing royalty and net precious metal receipts1 guidance in Q1, Vox reiterates 2026 guidance in the range of $32 million to $37 million (excluding the $10.4 million in proceeds from the divestment of the Federation royalty and i-80 offtake stream).
The Company anticipates that a greater proportion of royalty and net precious metal receipts1 for 2026 will be received in the first half of 2026 than the second half of 2026 due to a greater volume of gold deliveries being received in the first and second quarters.
Quarterly Dividend
The Company is also pleased to announce that its Board of Directors has declared a quarterly dividend of $0.015 per common share, to be paid on October 14, 2026, to shareholders of record as of the close of business on September 30, 2026.
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 30, 2026. 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.
About Vox
Vox Royalty Corp. (NASDAQ: VOXR) (TSX: VOXR) is a returns-focused mining royalty and streaming company built on disciplined capital allocation and risk-adjusted value creation. The Company holds a diversified portfolio of over 70 royalties and streams, including 10 producing and 27 development stage assets, with primary exposure to gold and select industrial metals across top tier mining jurisdictions. Founded in 2014, Vox combines a technically driven team, early catalyst identification, and a proprietary royalty database to target convex, long-term returns for shareholders. Vox is a constituent of the Russell 2000® and Russell 3000® Indexes and is included in the MVIS® Global Junior Gold Miners Index and VanEck Junior Gold Miners ETF (GDXJ).
For more information, visit the Company’s website at: www.voxroyalty.com.
For further information contact:
| Kyle Floyd | Pascal Attard |
| Chief Executive Officer | Chief Financial Officer |
| ir@voxroyalty.com (720) 602-4223 | ir@voxroyalty.com (720) 602-4223 |
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 (“IFRS Accounting Standards”), 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.
___________________________________________
| 1. | Royalty and net precious metal receipts, average net precious metal income per ounce, adjusted EBITDA, and adjusted EBITDA per share, as presented above are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP financial measure to the most directly comparable IFRS Accounting Standards measure, see ‘‘Non-GAAP Financial Measures’’ section of this press release. |
| 2 |
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 July 2026 and on any future date thereafter, development expectations at key growth assets during 2026 and beyond, expectations to realize royalty and net precious metal receipts1 from producing and development stage assets in the near-term, and royalty and net precious metal receipts1 expectations for fiscal year 2026. Achievement of the 2026 royalty and net precious metal receipts1 guidance stated in this press release is subject to numerous risks and uncertainties, including but not limited to changes in commodity prices and the ability of operators to attain the results set out in their forecasts. Accordingly, Vox cannot provide assurance that the realized royalty and net precious metal receipts1 for 2026 will be in the range set forth above. In addition, management may or may not revise its guidance during the year to reflect more current information. If Vox is unable to achieve anticipated guidance, or if management revises its guidance, the Company's future results of operations may be adversely affected, and the Company's share price may decline.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Vox as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material factors and assumptions used in the preparation of the forward-looking statements contained herein, which may prove to be incorrect, include, but are not limited to, the assumptions set forth herein and in Vox's annual information form for the financial year ended December 31, 2025 filed with Canadian securities regulators as well as: 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 material changes to existing tax treatment; the expected application of tax laws and regulations by taxation authorities; the expected assessment and outcome of any audit by any taxation authority; no adverse development in respect of any significant property in which Vox holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.
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, including international trade and tariffs; the absence of control over mining operations from which Vox will purchase precious metals or from which it will receive royalty, stream or other 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 changes to United States tariff and import/export regulations, 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, 2025 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.
| 3 |
Note Regarding Certain Measures of Performance
Non-GAAP Financial Measures
Royalty and net precious metal receipts
Royalty revenue and net precious metal receipts is a non-GAAP financial measure. Net precious metal income related to Vox’s offtake agreements is not IFRS 15 revenue and therefore would not be combined with royalty revenue under IFRS Accounting Standards. Income from net precious metal receipts represents the proceeds the Company receives from the sale of refined gold to a third party less the purchase price paid to the mining operator for the refined gold and sales commissions, plus royalty revenue recognized during the period. Management uses the royalty revenue and net precious metal receipts to evaluate the underlying operating performance of the Company for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as royalty revenue, investors may use the royalty revenue and net precious metal receipts to evaluate the results of the underlying business. Management believes that the royalty revenue and net precious metal receipts is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Royalty revenue and net precious metal receipts is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Royalty revenue |
|
| 1,574,791 |
|
|
| 2,765,145 |
|
|
| 3,743,878 |
|
|
| 5,445,339 |
|
| Net precious metal income |
|
| 4,579,174 |
|
|
| - |
|
|
| 18,446,690 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Royalty revenue and net precious metal receipts |
|
| 6,153,965 |
|
|
| 2,765,145 |
|
|
| 22,190,568 |
|
|
| 5,445,339 |
|
Average net precious metal income per ounce
Average net precious metal income per ounce is a non-GAAP financial metric, which is defined as net precious metal income related to Vox’s offtake agreements, representing the proceeds the Company receives from the sale of refined gold to a third party less the purchase price paid to the mining operator for the refined gold and sales commissions, divided by the number of gold ounces sold during the period. Management uses the non-GAAP financial metric of average net precious metal income per ounce to evaluate the underlying operating performance of the Company for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as revenue, investors may use average net precious metal income per ounce to evaluate the results of the underlying business. Management believes that average net precious metal income per ounce is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Average net precious metal income per ounce is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Net precious metal income |
| $ | 4,579,174 |
|
|
| - |
|
| $ | 18,446,690 |
|
|
| - |
|
| Gold ounces sold during the period |
|
| 54,999 |
|
|
| - |
|
|
| 132,292 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Average net precious metal income per ounce |
| $ | 83.26/oz |
|
|
| - |
|
| $ | 139.44/oz |
|
|
| - |
|
Adjusted EBITDA and Adjusted EBITDA per share
Adjusted EBITDA and adjusted EBITDA per share are non-GAAP financial measures, which excludes the following from net income and net income per share:
| · | income tax expense; |
| · | interest and finance expenses; |
| · | depletion on royalties and depreciation-like charges; |
| · | amortization; |
| · | impairment charges, write-downs, and reversals, including expected credit losses; and |
| · | revaluation of streams and other interests. |
| 4 |
Management believes that adjusted EBITDA and adjusted EBITDA per share are valuable indicators of our ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund acquisitions. Management uses adjusted EBITDA for this purpose. Adjusted EBITDA and adjusted EBITDA per share are also frequently used by investors and analysts for valuation purposes, whereby adjusted EBITDA is multiplied by a factor or ‘‘multiple’’ that is based on an observed or inferred relationship between adjusted EBITDA and market values to determine the approximate total enterprise value of a company.
In addition to excluding income tax expense, interest and finance costs, depletion on royalties and depreciation-like charges, and amortization, adjusted EBITDA and adjusted EBITDA per share also remove the effect of impairment charges, write-downs, and reversals, including expected credit losses, and revaluation of streams and other interests. We believe this additional information will assist analysts, investors and our shareholders to better understand our ability to generate liquidity from operating cash flow, by excluding these amounts from the calculation as they are not indicative of the performance of our core business and not necessarily reflective of the underlying operating results for the periods presented.
Adjusted EBITDA and adjusted EBITDA per share are intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS Accounting Standards and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Adjusted EBITDA and adjusted EBITDA per share are not necessarily indicative of operating profit or operating cash flow as determined under IFRS Accounting Standards. Other companies may calculate adjusted EBITDA and adjusted EBITDA per share differently. The following table reconciles adjusted EBITDA and adjusted EBITDA per share to net income and net income per share, the most directly comparable IFRS Accounting Standards measure.
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Net income (loss) |
|
| 17,040,858 |
|
|
| (387,957 | ) |
|
| 41,523,844 |
|
|
| (747,097 | ) |
| Income tax expense |
|
| 1,441,252 |
|
|
| 227,828 |
|
|
| 1,491,628 |
|
|
| 678,844 |
|
| Interest and finance expenses |
|
| 102,113 |
|
|
| 182,564 |
|
|
| 253,112 |
|
|
| 267,952 |
|
| Depletion on royalties and depreciation-like charges |
|
| 2,071,427 |
|
|
| 1,018,232 |
|
|
| 6,529,303 |
|
|
| 1,803,354 |
|
| Amortization |
|
| 45,938 |
|
|
| 45,885 |
|
|
| 91,876 |
|
|
| 91,770 |
|
| Revaluation of streams and other interests |
|
| (10,990,966 | ) |
|
| - |
|
|
| (27,523,940 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Adjusted EBITDA |
|
| 9,710,622 |
|
|
| 1,086,552 |
|
|
| 22,365,823 |
|
|
| 2,094,823 |
|
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| Net income (loss) per share |
|
| 0.25 |
|
|
| (0.01 | ) |
|
| 0.60 |
|
|
| (0.01 | ) |
| Income tax expense |
|
| 0.02 |
|
|
| 0.00 |
|
|
| 0.02 |
|
|
| 0.01 |
|
| Interest and finance expenses |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.01 |
|
| Depletion on royalties and depreciation-like charges |
|
| 0.03 |
|
|
| 0.02 |
|
|
| 0.09 |
|
|
| 0.04 |
|
| Amortization |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
| Impairment charge |
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
|
| 0.00 |
|
| Revaluation of streams and other interests |
|
| (0.16 | ) |
|
| 0.00 |
|
|
| (0.40 | ) |
|
| 0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Adjusted EBITDA per share |
|
| 0.14 |
|
|
| 0.01 |
|
|
| 0.31 |
|
|
| 0.05 |
|
| 5 |