Vox Royalty Corp 6-K, filed Jan 26, 2024

Vox Royalty Corp. (VOXR)

6-K 2024-01-26 For: 2024-01-25

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Added on July 07, 2026

About this 6-K

Vox Royalty Corp filed this 6-K on January 26, 2024.

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	Vox Royalty Corp.

Date: January 25, 2024	By:	/s/ Kyle Floyd
		Chief Executive Officer

Exhibit		Description of Exhibit
99.1		Material Agreement of Vox Royalty Corp.

ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Construction	34
1.3	Certain Rules of Interpretation	35
1.4	Terms Generally	35
1.5	Knowledge	36
1.6	Performance on Banking Days	36
1.7	Accounting Terms & Calculations	36
1.8	Change in Accounting Policies	36
1.9	Permitted Liens	37
ARTICLE 2 THE CREDIT		37
2.1	Amount and Availment Options	37
2.2	Reborrowing	37
2.3	Use of the Credit	37
2.4	Term and Repayment	38
2.5	Interest Rates and Fees	39
2.6	Other Fees	40
2.7	Accordion Feature	40
ARTICLE 3 GUARANTEES		42
3.1	Guarantees	42
3.2	Obligations Guaranteed by the Guarantees	43
ARTICLE 4 SECURITY		44
4.1	Borrower’s Security Documents	44
4.2	Guarantors’ Security Documents	45
4.3	Additional Security Documents	45
ARTICLE 5 CLOSING CONDITIONS		46
5.1	Conditions Precedent to Closing and Future Advances	46
5.2	Conditions Precedent to all Advances	48
ARTICLE 6 ADVANCES		49
6.1	Evidence of Indebtedness	49
6.2	Calculation and Other Matters Regarding Interest and Fees	49
6.3	Conversions, Rollovers, Renewals, Repayments and Reductions	52
6.4	Notice of Advances and Payments	52

6.5	Size and Term of Advances	53
6.6	Payment of Term Benchmark	53
6.7	Co-ordination of Base Rate and Term Benchmark	54
6.8	Alternate Rate of Interest	54
6.9	Illegality	57
6.10	Failure of Lender to Fund	57
6.11	Payments by the Borrower	58
6.12	Payments by Agent	59
ARTICLE 7 REPRESENTATIONS AND WARRANTIES		60
7.1	Representations and Warranties	60
7.2	Survival of Representations and Warranties	69
ARTICLE 8 COVENANTS		70
8.1	Financial Covenants	70
8.2	Positive Covenants	70
8.3	Periodic Reports and Notices	75
8.4	Negative Covenants	78
ARTICLE 9 EVENTS OF DEFAULT		82
9.1	Events of Default	82
9.2	Acceleration and Termination of Rights	86
9.3	Remedies	87
9.4	Saving	87
9.5	Perform Obligations	87
9.6	Third Parties	87
9.7	Remedies Cumulative	88
9.8	Suspension of Lenders’ Obligations	88
9.9	Set-Off or Compensation	88
9.10	Application of Payments After an Event of Default	89
ARTICLE 10 AGENCY PROVISIONS		89
10.1	Appointment of BMO as Agent	89
10.2	Rights as a Lender	90
10.3	Exculpatory Provisions	90
10.4	Reliance by Agent	91
10.5	Delegation of Duties	91
10.6	Direct Payments	91

10.7	Administration of the Credit	92
10.8	Rights of Agent	95
10.9	Acknowledgements, Representations and Covenants of Lenders	96
10.10	Collective Action of the Lenders	97
10.11	Successor Agent	97
10.12	No Other Duties etc.	98
10.13	Reference Lenders	98
10.14	Provisions Operative Between Lenders and Agent Only	99
10.15	Erroneous Payments	99
ARTICLE 11 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS		103
11.1	Successors and Assigns	103
11.2	Assignments by Lenders	103
11.3	Register	104
11.4	Participations	105
11.5	Certain Pledges	105
ARTICLE 12 SUCCESSOR COMPANIES AND ADDITIONAL OBLIGORS		105
12.1	Certain Requirements in Respect of Merger, Etc.	105
12.2	Vesting of Powers in Successor	107
ARTICLE 13 MISCELLANEOUS PROVISIONS		107
13.1	Severability, Etc	107
13.2	Amendment, Supplement or Waiver	107
13.3	Governing Law	108
13.4	Conflicts	109
13.5	Judgment Currency	109
13.6	Liability of Lenders	109
13.7	Expenses and Indemnity	110
13.8	Taxes	111
13.9	Increased Costs etc.	112
13.10	Indemnity Relating to Credits	114
13.11	Mitigation Obligations; Replacement of Lenders	114
13.12	Illegality	115
13.13	Notices	115
13.14	Time of the Essence	116
13.15	Term of Agreement	116

13.16	Counterparts and Facsimile	117
13.17	Waiver of Jury Trial, Consequential Damages Etc	117
13.18	Treatment of Certain Information: Confidentiality	118
13.19	Discharge of Guarantees and Security	119
13.20	Anti-Money Laundering Legislation	119
13.21	Entire Agreement	120
SCHEDULE 1 LENDERS’ APPLICABLE PERCENTAGES		127
SCHEDULE 2 FORM OF ASSIGNMENT AND ASSUMPTION		128
SCHEDULE 2.6 APPLICABLE MARGIN		131
SCHEDULE 3 COMPLIANCE CERTIFICATE		132
SCHEDULE 3.1(B) AGREEMENT OF NEW OBLIGOR SUPPLEMENT TO CREDIT AGREEMENT		134
SCHEDULE 4 ACCORDION AGREEMENT		136
SCHEDULE 5 MATERIAL SUBSIDIARIES		138
SCHEDULE 6.5(A) NOTICE OF ADVANCE, PAYMENT, ROLLOVER OR CONVERSION.		139
SCHEDULE 7.1(O) PLACES OF BUSINESS / LOCATIONS OF TANGIBLE PERSONAL PROPERTY		141
SCHEDULE 7.1(P) MATERIAL AGREEMENTS		142
SCHEDULE 7.1(Q) ORGANIZATIONAL CHART		143
SCHEDULE 7.1(T) REAL PROPERTY INTERESTS		144
SCHEDULE 7.1(Y) INSURANCE POLICIES		145
SCHEDULE 13.18(C) INFORMATION THAT MAY BE DISCLOSED		146

Address for Notice		VOX ROYALTY CORP., as Borrower
Vox Royalty Corp.
66 Wellington Street West, Suite 5300		By:	(signed) - “signed”
TD Bank Tower Box 48			Name:
Toronto, ON M5K 1E6			Title:

Attention:	[Redacted – personal information]

Email:	[Redacted – personal information]

Address for Notice		BANK OF MONTREAL, as Administrative Agent
Bank of Montreal
100 King Street West		By:	(signed) - “signed”
1 First Canadian Place			Name:
Toronto, Ontario M5X 1A1			Title:

Attention:	[Redacted – personal information]	By:	(signed) - “signed”
			Name:
Email:	[Redacted – personal information]		Title:

Address for Notice		BANK OF MONTREAL, as Lender
Bank of Montreal
100 King Street West		By:	(signed) - “signed”
1 First Canadian Place			Name:
Toronto, Ontario M5X 1A1			Title:

Attention:	[Redacted – personal information]	By:	(signed) - “signed”
			Name:
Email:	[Redacted – personal information]		Title:

Address for Notice		BMO CAPITAL MARKETS, as Mandated
BMO Capital Markets		Lead Arranger and Sole Bookrunner
100 King Street West
1 First Canadian Place		By:	(signed) - “signed”
Toronto, Ontario M5X 1A1			Name:
			Title:

Attention:	[Redacted – personal information]	By:	(signed) - “signed”
			Name:
Email:	[Redacted – personal information]		Title:

Address for Notice		SILVERSTREAM SEZC, as Obligor
SilverStream SEZC
PO Box CEC-138, George Town,		By:	(signed) - “signed”
Grand Cayman KY1-9012,			Name:
Cayman Islands			Title:

Attention:	[Redacted – personal information]

Email:	[Redacted – personal information]

Address for Notice		VOX ROYALTY AUSTRALIA PTY LTD.
Vox Royalty Australia Pty Ltd.		ABN 86 639 965 049, as Obligor
PO Box CEC-138, George Town,
Grand Cayman KY1-9012,		By:	(signed) - “signed”
Cayman Islands			Name:
			Title:

Attention:	[Redacted – personal information]	By:	(signed) - “signed”
			Name:
Email:	[Redacted – personal information]		Title:

Lender	Commitment		Applicable Percentage
[Redacted – commercially sensitive]		US$[Redacted – commercially sensitive]	[Redacted – commercially sensitive] %

Total	US$	15,000,000	100%

(1)	Assignor:

(2)	Assignee:

(3)	Borrower:	Vox Royalty Corp.

(4)	Agent:	Bank of Montreal, as the Administrative Agent under the Credit Agreement

(5)	Credit Agreement:	The US$15,000,000 Credit Agreement dated as of -, 2024 among Vox Royalty Corp., as Borrower, certain of the Borrower’s Material Subsidiaries, as Guarantors, the Lenders parties thereto and Bank of Montreal, as Agent

Aggregate Amount of Commitments / Advances for all Lenders¹	Amount of Commitment / Advances Assigned²	Percentage Assigned of Commitment / Advances³
$	$	%
$	$	%
$	$	%

[Consented to and] Accepted:

BANK OF MONTREAL, AS AGENT

By:
	Name:
	Title:

[Consented to:]

[NAME OF RELEVANT PARTY]

By:
	Name:
	Title:

	Leverage Ratio	Applicable Margin applicable to Term Benchmark Advances per annum	Base Rate margin per annum	Standby Fee per annum
Level I	< 1.0x	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %
Level II	<1.5x	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %
Level III	<2.0x	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %
Level IV	<2.5x	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %
Level V	>2.5x	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %	[Redacted – commercially sensitive] %

	(a)	the representations and warranties made in Section 7.1 of the Credit Agreement and each of the other Loan Documents, other than those expressly stated to be made as of a specific date, were true and correct on the [Quarter/Year] End and are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the [Quarter/Year] End and date hereof;

	(b)	no Default or Event of Default had occurred and was continuing as of the [Quarter/Year] End; and

	(c)	no Default or Event of Default has occurred and is continuing on the date hereof.

	(a)	the Leverage Ratio was to 1 and the maximum Leverage Ratio permitted under the Credit Agreement was less than 3.50;

	(b)	the Interest Coverage Ratio was :1 and the minimum Interest Coverage Ratio permitted under the Credit Agreement was greater than 2.50:1; and

	(A)	supplemental disclosure in respect of the Perfection Certificate to the extent mandated pursuant to Section 8.3(a)(iii); and

	BANK OF MONTREAL, as
	Administrative Agent

	By:
		Name:
		Title:

	[NEW SUBSIDIARY]

	By:
		Name:
		Title:

THE BANK OF MONTREAL,		<@>,
as Agent, for and on behalf of itself and the Lenders		as Accordion Lender

by		by
	Name:		Name:
	Title:		Title:


	Name:		Name:
	Title:		Title:

VOX ROYALTY AUSTRALIA PTY LTD.
ABN 86 639 965 049

By:
Name:
Title:	Director

By:
Name:
Title:	Director / Secretary

TO:	Bank of Montreal, as Administrative Agent
	100 King Street West
	1 First Canadian Place
	Toronto, Ontario M5X 1A1

	(e)	the payment, rollover or conversion represents the following [check one or more]:

	☐	Base Rate Advance
		Amount: US$________
		________________________

	Property	Jurisdiction / Obligor	Material Agreements	Freely Transferable Material Agreements
1.	Wonmunna Project	Australia Vox Royalty Australia Pty Ltd.	Wonmunna Transaction Documents	No
2.	Janet Ivy Project	Australia Vox Royalty Australia Pty Ltd.	Janet Ivy Transaction Documents	No
3.	Koolyanobbing Project	Australia Vox Royalty Australia Pty Ltd.	Koolyanobbing Transaction Documents	No

Name of Insurer	Type of Policy	Policy #	Expiration Date
Coalition Insurance Solutions Canada Inc.	Cyber	[Redacted – commercially sensitive]	Sep 14, 2024
Lloyds	Commercial General	[Redacted – commercially sensitive]	Sep 14, 2024
Zurich Insurance Company Ltd.	Primary D&O	[Redacted – commercially sensitive]	Nov 12, 2024
AXA XL	Excess D&O	[Redacted – commercially sensitive]	Nov 12, 2024
Hartford Fire Insurance Company	2^ndExcess D&O	[Redacted – commercially sensitive]	Nov 12, 2024
Allied Word Specialty Insurance Company	Lead DIC	[Redacted – commercially sensitive]	Nov 12, 2024
Zurich Insurance Company Ltd.	Excess DIC	[Redacted – commercially sensitive]	Nov 12, 2024

	Vox Royalty Corp.
	Toronto, Ontario
	_______________, 2024
	US$15,000,000