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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 February 2025

Commission File Number: 000-56292

Vox Royalty Corp.

(Registrant)

66 WELLINGTON STREET WEST

SUITE 5300, TD BANK TOWER BOX 48

TORONTO, ON M5K 1E6

(Address of Principal Executive Offices)

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

Form 20-F ☐ Form 40-F ☒

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

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

Exhibits 99.1 to 99.3 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No. 333-284746) and Form S-8 (File No. 333-275418) under the U.S. Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.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.

	Vox Royalty Corp.

Date: February 20, 2025	By:	/s/ Kyle Floyd
		Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Audited Consolidated Financial Statements for the years ended December 31, 2024 and 2023 and Independent Registered Public Accounting Firm’s Report thereon
99.2		Management Discussion and Analysis for the year ended December 31, 2024
99.3		Press Release “Vox Royalty Announces Q4 2024 Financial Results, Achieves 2024 Revenue Guidance, Provides 2025 Outlook and Increases Quarterly Dividend”

EXHIBIT 99.1

CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in United States Dollars)

VOX ROYALTY CORP.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in United States Dollars)

INDEX

Independent Auditor’s Report		1

Consolidated Statements of Financial Position		2

Consolidated Statements of Loss and Comprehensive Loss		3

Consolidated Statements of Changes in Equity		4

Consolidated Statements of Cash Flows		5

Notes to the Consolidated Financial Statements		6 – 27

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Vox Royalty Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Vox Royalty Corp. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since 2021.

Toronto, Canada

February 20, 2025

Vox Royalty Corp.

Consolidated Statements of Financial Position

(Expressed in United States dollars

			As at
	Note		December 31, 2024			December 31, 2023
			$			$
Assets
Current assets
Cash and cash equivalents				8,754,391			9,342,880
Accounts receivable		4		2,917,680			3,507,571
Prepaid expenses				456,943			432,251
Total current assets				12,129,014			13,282,702

Non-current assets
Royalty interests		5		37,984,188			37,443,198
Restricted cash		5		-			537,510
Other assets		6		279,491			271,029
Intangible assets		7		988,631			1,172,170

Total assets				51,381,324			52,706,609

Liabilities
Current liabilities
Accounts payable and accrued liabilities		8		1,390,507			1,840,092
Dividends payable		9		607,905			549,836
Income taxes payable		17		896,263			514,022
Total current liabilities				2,894,675			2,903,950

Non-current liabilities
Deferred tax liabilities		17		5,426,450			4,878,989

Total liabilities				8,321,125			7,782,939

Equity
Share capital		9		69,528,762			67,889,465
Equity reserves		10		4,722,776			4,157,153
Deficit				(31,191,339	)		(27,122,948	)

Total equity				43,060,199			44,923,670

Total liabilities and equity				51,381,324			52,706,609

Commitments and contingencies (Note 14)

Subsequent events (Note 19)

Approved by the Board of Directors on February 20, 2025

Signed “Kyle Floyd” , Director Signed “Robert Sckalor” , Director

See accompanying notes to the consolidated financial statements.

Vox Royalty Corp.

Consolidated Statements of Loss and Comprehensive Loss

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

	Note		2024			2023
			$			$
Revenue
Royalty revenue				11,047,763			12,310,594
Total revenue		16		11,047,763			12,310,594

Cost of sales
Depletion		5		(3,132,938	)		(2,331,934	)
Gross profit				7,914,825			9,978,660

Operating expenses
General and administration		11,13		(4,517,582	)		(4,968,405	)
Share-based compensation		10,13		(2,139,900	)		(1,662,741	)
Impairment charges		5		-			(1,587,206	)
Impairment reversal		5		-			250,000
Project evaluation expenses		5		(163,194	)		(281,360	)
Total operating expenses				(6,820,676	)		(8,249,712	)

Income from operations				1,094,149			1,728,948

Other income (expenses)
Interest and finance expenses		6		(315,304	)		-
Other income		12		197,186			683,998
Income before income taxes				976,031			2,412,946

Income tax expense		17		(2,625,113	)		(2,514,058	)

Net loss and comprehensive loss				(1,649,082	)		(101,112	)

Weighted average number of shares outstanding
Basic				50,320,168			47,127,708
Diluted				50,320,168			47,127,708

Loss per share
Basic				(0.03	)		(0.00	)
Diluted				(0.03	)		(0.00	)

See accompanying notes to the consolidated financial statements.

Vox Royalty Corp.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

	Note		Number of shares		Share capital			Equity reserves			Deficit			Total equity
			#		$			$			$			$
Balance, January 1, 2023				44,758,269		57,020,116			3,303,503			(24,909,171	)		35,414,448
Shares issued in equity financing		9		3,478,750		8,349,000			-			-			8,349,000
Share issue costs		9		-		(1,266,695	)		-			-			(1,266,695	)
Shares issued for royalty milestone payments		9		1,339,877		2,821,454			-			-			2,821,454
Dividends declared		9		-		-			-			(2,112,665	)		(2,112,665	)
Settlement of RSUs		10		408,206		965,590			(965,590	)		-			-
Share-based compensation		10		-		-			1,819,240			-			1,819,240
Net loss and comprehensive loss				-		-			-			(101,112	)		(101,112	)

Balance, December 31, 2023				49,985,102		67,889,465			4,157,153			(27,122,948	)		44,923,670
Share issue costs				-		(24,003	)		-			-			(24,003	)
Dividends declared		9		-		-			-			(2,419,309	)		(2,419,309	)
Shares issued – dividends reinvestment plan		9		39,913		89,023			-			-			89,023
Settlement of RSUs		10		633,761		1,574,277			(1,574,277	)		-			-
Share-based compensation		10		-		-			2,139,900			-			2,139,900
Net loss and comprehensive loss				-		-			-			(1,649,082	)		(1,649,082	)

Balance, December 31, 2024				50,658,776		69,528,762			4,722,776			(31,191,339	)		43,060,199

See accompanying notes to the consolidated financial statements.

Vox Royalty Corp.

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

	Note		2024			2023
			$			$
Cash flows from operating activities
Net loss for the year				(1,649,082	)		(101,112	)
Adjustments for:
Fair value change of other liabilities		10		-			(445,216	)
Deferred tax expense		17		547,461			1,887,558
Foreign exchange gain on cash and cash equivalents				24,951			21,069
Write-off of deferred royalty acquisitions		5		19,433			114,162
Share-based compensation		10,13		2,139,900			1,662,741
Impairment charges		5		-			1,587,206
Impairment recovery		5		-			(250,000	)
Interest and finance charges		6		315,304			-
Amortization		7		183,539			183,539
Depletion		5		3,132,938			2,331,934
				4,714,444			6,991,881
Changes in non-cash working capital:
Accounts receivable				589,891			(1,507,509	)
Prepaid expenses				(24,692	)		(15,763	)
Accounts payable and accrued liabilities				(202,734	)		(127,393	)
Income taxes payable				382,241			(70,126	)
Net cash flows from operating activities				5,459,150			5,271,090

Cash flows used in investing activities
Acquisition of royalties		5		(3,673,928	)		(5,430,316	)
Restricted cash		5		537,510			162,490
Deferred royalty acquisitions		5		(19,433	)		(64,905	)
Net cash flows used in investing activities				(3,155,851	)		(5,332,731	)

Cash flows from (used in) from financing activities
Proceeds from issuance of common shares		9		-			8,349,000
Share issue costs		9		(24,003	)		(1,087,652	)
Transaction costs related to credit facility		6		(502,884	)		-
Payments of interest on credit facility		6		(67,733	)		-
Dividends paid		9		(2,272,217	)		(2,010,412	)
Net cash flows from (used in) from financing activities				(2,866,837	)		5,250,936

Increase (decrease) in cash and cash equivalents				(563,538	)		5,189,295
Impact of foreign exchange on cash and cash equivalents				(24,951	)		(21,069	)
Cash and cash equivalents, beginning of the year				9,342,880			4,174,654

Cash and cash equivalents, end of the year				8,754,391			9,342,880

Supplemental cash flow information (Note 15)

See accompanying notes to the consolidated financial statements.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

1. Nature of operations

Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario). The Company’s registered office is 66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, ON, M5K 1E6, Canada. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “VOXR”.

Vox is a mining royalty company focused on growing the size of its royalty asset portfolio through accretive acquisitions. Approximately 85% of the Company’s royalty assets by royalty count are located in Australia, Canada and the United States. In the near and medium-term, the Company is prioritizing acquiring royalties 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.

2. Material accounting policy information

(a) Statement of compliance

These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on February 20, 2025.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments, which have been measured at fair value. The consolidated financial statements are presented in United States dollars (“$”), which is also the functional currency of the Company and its four wholly owned subsidiaries.

These consolidated financial statements incorporate the accounts of the Company and its wholly owned subsidiaries: SilverStream SEZC (Cayman Islands), which in turn owns all of the shares of Vox Royalty Australia Pty Ltd. (Australia) and Vox Royalty Canada Ltd. (Ontario, Canada); and Vox Royalty USA Ltd. (Delaware, USA).

Subsidiaries are fully consolidated from the date the Company obtains control and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances, transactions, revenues and expenses have been eliminated on consolidation.

(d) Foreign currency translation

In preparing the consolidated financial statements of the Company, transactions in currencies other than the functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. All foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end foreign exchange rates are recognized in the consolidated statements of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

(e) Provisions

Provisions are recorded when the Company has a present legal or constructive obligation as a result of past events, where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The Company had no significant provisions as at December 31, 2024 and 2023.

(f) Royalty interests

Royalty interests consist of acquired royalty purchase agreements. These interests are recorded at cost and capitalized as tangible assets with finite lives. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any.

Project evaluation expenditures are recorded in the consolidated statements of loss and comprehensive loss when management determines not to proceed with the proposed acquisition of a royalty.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

The major categories of the Company’s royalty interests are producing, advanced and exploration stages. Producing assets are those that have generated revenue from steady-state operations for the Company. Advanced assets are interests on projects that are not yet producing, but where in management’s view, the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Interests for producing and advanced assets are recorded at cost and capitalized in accordance with IAS 16, Property, Plant and Equipment. Management uses the following criteria in its assessment of technical feasibility and commercial viability: (i) geology: there is a known mineral deposit that contains mineral reserves or resources, or the project is adjacent to a mineral deposit that is already being mined or developed and there is sufficient geologic certainty of converting the deposit into mineral reserves or resources; and (ii) accessibility and authorization: there are no significant unresolved issues impacting the accessibility and authorization to develop or mine the mineral deposit, and social, environmental and governmental permits and approvals to develop or mine the mineral deposit appear obtainable. Exploration stage interests are accounted for in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources and are not depleted until such time as the technical feasibility and commercial viability have been established, at which point the value of the asset is categorized as being in the advanced stage.

Producing mineral royalty interests are depleted using the units-of-production method over the life of the property to which the interest relates. The life of the property is estimated using life of mine models specifically associated with the mineral royalty properties, which include proven and probable reserves and may include a portion of resources expected to be converted into reserves. Where life of mine models are not available, the Company uses publicly available statements of reserves and resources for the mineral royalty properties to estimate the life of the property and portion of resources that the Company expects to be converted into reserves. Where life of mine models and publicly available reserve and resource statements are not available, depletion is based on the Company’s best estimate of the ounces to be produced and delivered under the contract. The Company relies on information available to it under contracts with operators and/or public disclosures for information on reserves and resources from the operators of the producing mineral interests.

If the cost of a royalty interest includes contingent consideration, the contingent consideration is capitalized as part of the cost of the interest when the underlying obligating event has occurred.

(g) Impairment of royalty interests

Royalty interests are reviewed for impairment at each reporting date, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is assessed at the level of cash-generating units (“CGUs”) which, in accordance with IAS 36, Impairment of Assets, are identified as the smallest identifiable group of assets that generates cash inflows, which are largely independent of the cash inflows from other assets. This is usually at the individual royalty level for each property from which cash inflows are generated.

An impairment loss is recognized for the amount by which the asset’s carrying value exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. The future cash flow expected is derived using estimates of proven and probable reserves, a portion of resources that is expected to be converted into reserves and information regarding the mineral, respectively, that could affect the future recoverability of the Company’s interests. Discount factors are determined individually for each asset and reflect their respective risk profiles. In certain circumstances, the Company may use a market approach in determining the recoverable amount, which may include an estimate of the following: (i) net present value of estimated future cash flows; (ii) dollar value per ounce or pound of reserve/resource; (iii) cash-flow multiples; and/or (iv) market capitalization of comparable assets. Impairment losses are charged to the royalty interest and are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the conditions that gave rise to the recognition of an impairment loss are subsequently reversed and the interest’s recoverable amount exceeds its carrying amount. Impairment losses can be reversed only to the extent that the recoverable amount does not exceed the carrying value that would have been determined had no impairment been recognized previously.

(h) Intangible assets

Intangible assets are measured on initial recognition at cost, which comprises their purchase price plus any directly attributable costs of preparing the asset for its intended use. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

Amortization is provided on a straight-line basis over 10 years.

The asset’s residual values, useful lives and methods of amortization are reviewed at each reporting period and adjusted prospectively, if appropriate.

(i) Revenue recognition

Revenue comprises revenues directly earned from royalty interests. Revenue is measured at the fair value of the consideration received or receivable for the receipt of mineral royalties in the ordinary course of the Company’s activities.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

For royalty interests, the commodities are either:

	-	Sold by the mine operator to its customers under contracts that are established for the mining property on which the royalty interest is held. The Company recognizes revenue from these sales when control over the commodity transfers from the mine operator to its customer. The transfer of control occurs when the mine operator delivers the commodity to the customer, and at that point, the risk and rewards of ownership transfer to the customer and the Company has an unconditional right to payment under the royalty agreement.
	-	Processed ore by the mine operator at the mining property on which the royalty is held. The Company recognizes revenue when the ore is processed. The transfer of control occurs when the mine operator delivers the quarterly royalty statement to the Company, and at that point, the Company has an unconditional right to payment under the royalty agreement.

Revenue from the royalty arrangement is measured at the transaction price agreed in the royalty arrangement with the operator of each mining property. The transaction price is typically either, (i) the percentage of gross revenues associated with the commodity sold to the mine operator’s customer, less contractually allowable costs, if any, per the terms of the royalty arrangement, or (ii) a specific dollar amount per tonne or ounce processed by the mine operator, per the terms of the royalty agreement.

In some instances, the Company will not have access to sufficient information to make a reasonable estimate of revenue and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

(j) Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from the proceeds in equity in the period where the transaction occurs.

The fair value of common shares issued for goods and services is based on the fair value of the goods or services received unless the fair value cannot be readily determined. If the fair value cannot be readily determined, the Company uses the market closing price on the date the shares are issued, while the fair value of share purchase warrants is estimated using the quoted market price or, if the warrants are not traded, using the Black-Scholes model (“BSM”) as of the date of issuance.

(k) Share-based compensation

The Company recognizes share-based compensation expense for share purchase options, restricted share units (“RSU”) and performance share units (“PSU”) granted to directors, officers, employees and consultants under the Company’s equity-based incentive plans. 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”).

Share purchase options

The fair value of share purchase options is determined by using the BSM, with market related inputs as of the grant date. The BSM requires management to estimate the expected volatility, expected term, risk-free rate of return over the term, expected dividends and the number of equity instruments expected to ultimately vest. Volatility is estimated using the historic stock price of the Company and similar listed entities, the expected term is estimated using historical exercise data of the Company and similar listed entities, and the number of equity instruments expected to vest is estimated using historical forfeiture data.

The fair values of share purchase options at the date of grant are expensed over the vesting periods with a corresponding increase to equity. Share purchase options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

Restricted share units

The fair value of RSUs is determined by the market value of the underlying shares at the date of the grant. Under the Company’s Plans, the Board of Directors has the discretion to settle the vested RSUs in cash or equity. All RSU agreements entered into by the Board of Directors from the date of incorporation through December 31, 2024, 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. The fair values of RSUs at the date of grant are expensed over the vesting periods with a corresponding increase to equity. At the end of each reporting period, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revisions to this estimate in equity.

Performance share units

The fair value of PSUs is determined by the market value of the underlying shares at the date of the grant. Under the Company’s Plans, the Board of Directors has the discretion to settle the vested PSUs in cash or equity. As at December 31, 2024 and 2023, there were no PSUs outstanding. In past periods, the fair values of PSUs at the date of grant were expensed over the vesting periods with a corresponding increase to other liabilities, as the number of common shares to be settled was not fixed.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

(l) Cash and cash equivalents

Cash and cash equivalents consist of bank balances and short-term deposits held with banks with original maturities of three months or less. The Company did not have any cash equivalents as at December 31, 2024 and 2023.

(m) Basic and diluted income per share

The Company presents basic and diluted earnings or loss per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the earnings or loss of the Company by the weighted average number of common shares outstanding during the period, adjusted for shares held in escrow that are subject to contingent release based on conditions other than the passage of time.

Diluted EPS is determined by adjusting the earnings or loss and the weighted average number of common shares outstanding, adjusted for shares held in escrow that are subject to contingent release based on conditions other than the passage of time and for the effects of all dilutive potential common shares, which comprise share options granted and RSUs granted. Potential common shares that are considered anti-dilutive are excluded from the calculation of diluted income per share.

(n) Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used are those that are substantively enacted at the reporting date.

Deferred income taxes are provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for accounting. The change in the net deferred income tax asset or liability is included in income or loss, except for deferred income taxes relating to equity items, which are recognized directly in equity. The income tax effects of differences in the periods when revenue and expenses are recognized in accordance with the Company’s accounting practices, and the periods they are recognized for income tax purposes are reflected as deferred income tax assets or liabilities. Deferred income tax assets and liabilities are measured using the substantively enacted statutory income tax rates that are expected to apply to taxable income in the years in which the assets are realized or the liabilities settled. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available for utilization. Temporary differences arising on the initial recognition of assets or liabilities that affect neither accounting nor taxable profit are not recognized.

Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity and are intended to be settled on a net basis.

The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.

(o) Financial instruments

Financial assets and financial liabilities are recognized on the Company’s consolidated statements of financial position when the Company has become a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Financial assets:

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9, Financial Instruments (“IFRS 9”) are classified and measured as financial assets at fair value, as either fair value through profit and loss (“FVPL”) or fair value through other comprehensive loss (“FVOCI”), and financial assets at amortized cost, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Subsequent measurement– financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the effective interest rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the consolidated statements of loss and comprehensive loss. The Company measures cash and cash equivalents and accounts receivable at amortized cost.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expenses in the consolidated statements of loss and comprehensive loss. The Company measures investments at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive loss in the consolidated statements of loss and comprehensive loss. When the investment is sold, the cumulative gain or loss is not reclassified to profit or loss.

Dividends from such investments are recognized in other income (expenses) in the consolidated statements of loss and comprehensive loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Financial liabilities:

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL, as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include accounts payable and accrued liabilities, which are measured at amortized cost. All financial liabilities are recognized initially at fair value.

Subsequent measurement– financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in other expenses in the consolidated statements of loss and comprehensive loss.

Subsequent measurement – financial liabilities at FVPL

Financial liabilities measured at FVPL include any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income (expenses) in the consolidated statements of loss and comprehensive loss. The Company measures other liabilities as a financial liability at FVPL.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income (expenses) in the consolidated statements of loss and comprehensive loss.

(p) Impairment

Financial assets

The Company recognizes loss allowances for expected credit losses (‘‘ECLs’’) on financial assets measured at amortized cost.

The Company applies the simplified approach permitted by IFRS 9 for receivables, which requires lifetime ECLs to be recognized from initial recognition of the receivables. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. In order to measure the ECLs, receivables have been grouped based on shared credit risk characteristics and the days past due.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 120 days past due. Impairment losses on receivables are presented as net impairment losses within operating income. Subsequent recoveries of amounts previously written off are credited against the same line item.

Non-financial assets

The carrying amount of the Company’s long-lived non-financial assets, including interests and intangible assets, are reviewed at each reporting date to determine whether there are events or changes in circumstances that indicate an impairment. If any such indication exists, the asset’s recoverable amount is estimated.

The recoverable amount of an asset or CGU is the greater of its estimated value in use and its fair value less costs to sell. In estimating value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash flows of other assets or groups of assets. This is usually at the individual royalty interests level for each property from which independent cash flows are generated.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amount of the assets in the unit (group of units) on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized. Losses are recognized in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(q) Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company’s operating segments are components of the Company’s business for which discrete financial information is available and that are reviewed regularly by the Company’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance.

For the years ended December 31, 2024 and 2023, the Company operated in one reportable segment being the acquisition of royalty interests.

(r) Changes in accounting policies

Certain new accounting standards and interpretations have been published that were required to be adopted effective January 1, 2024. These standards did not have a material impact on the Company’s current or future reporting periods.

Amendments – IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)

Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity’s expectations or events after the reporting date (e.g., the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.

The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures includes the following:

	-	the carrying amount of the liability;
	-	information about the covenants; and
	-	facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

The amendments also clarify what IAS 1 means when it refers to the “settlement” of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity’s own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.

The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errorsand are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a significant impact on the consolidated financial statements.

(s) Recent accounting pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2024, with earlier application permitted.

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.

3. Significant judgments, estimates and assumptions

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the 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. Information about significant sources of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.

Valuation of share-based compensation

Management determines the costs for share-based compensation using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant for stock options and RSUs, using generally accepted valuation techniques. Assumptions are made and judgment is used in applying the valuation techniques. These assumptions and judgments include estimating the future volatility of the share price, expected dividend yield, future employee turnover rates and future share option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based compensation and.

Reserves and resources

The Company’s business is the acquisition of royalties. This amount represents the capitalized expenditures related to the acquisition of royalty interests, net of accumulated depletion and accumulated impairment charges, if any. The Company estimates the reserves, resources and exploration potential relating to each agreement. Reserves are estimates of the amount of minerals that can be economically and legally extracted from the mining properties in respect of which the Company has royalty agreements. Resources are estimates of the amount of minerals contained in mineralized material for which there is a reasonable prospect for economic extraction from the mining properties in respect of which the Company has royalty agreements. Exploration potential represents an estimate of additional reserves and resources that may be discovered through the mine operator’s exploration program. The Company adjusts its estimates of reserves, resources (where applicable) and exploration potential (where applicable) to reflect the Company’s percentage entitlement to minerals produced from such mines. The Company compiles its estimates of its reserves and resources based on information supplied by appropriately qualified persons relating to the geological data on the size, density and grade of the ore body, and requires complex geological and geostatistical judgments to interpret the data. The estimation of recoverable reserves and resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. The Company estimates exploration potential based on assumptions surrounding the ore body continuity, which requires judgment as to future success of any exploration programs undertaken by the mine operator. Changes in the reserve estimates, resource estimates or exploration potential estimates may impact the carrying value of the Company’s royalty interests and depletion charges.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Impairment and reversal of impairment of royalty interests

Assessment of impairment and reversal of impairment of royalty interests at the end of each reporting period requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that give rise to the requirement to conduct an impairment or impairment reversal analysis on the Company’s royalty interests. Indicators which could trigger an impairment or impairment reversal analysis include, but are not limited to, a significant adverse change in operator reserve and resource estimates, operating status, change in permitting and concession rights, industry or economic trends, current or forecast commodity prices, and other relevant operator information. The assessment of fair values requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, reserve/resource conversion, foreign exchange rates, future capital expansion plans and the associated attributable production implications. In addition, the Company may use other approaches in determining fair value which may include judgment and estimates related to (i) dollar value per ounce or pound of reserve/resource, (ii) cash-flow multiples and (iii) market capitalization of comparable assets. Changes in any of the assumptions and estimates used in determining the fair value of the royalty interests could impact the impairment or impairment reversal analysis.

Income taxes

The interpretation and application of new and existing tax laws or regulations in Canada, Australia, the United States of America or any of the countries in which the Company’s royalty interests are located requires the use of judgment. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on facts and circumstances of the relevant tax position considering all available evidence. Differing interpretation of these laws, regulations or rules could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions.

4. Accounts receivable

	December 31, 2024		December 31, 2023
	$		$
Royalties receivable		2,897,870		3,414,128
Sales tax recoverable		19,810		93,443

		2,917,680		3,507,571

Royalties receivable represents amounts that are generally collected within 45 days of quarter-end.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

5. Royalty interests

As at and for the year ended December 31, 2024:

		Cost				Accumulated Depletion
Royalty	Country	Opening	Additions	(Impairment) reversal	Ending	Opening	Depletion	Ending	Carrying Amount
		$	$	$	$	$	$	$	$
Wonmunna	Australia	14,676,626	534,397	-	15,211,023	(2,137,537)	(2,456,908)	(4,594,445)	10,616,578
Royalty portfolio	Australia	5,205,731	-	-	5,205,731	-	-	-	5,205,731
Janet Ivy	Australia	4,457,600	-	-	4,457,600	(244,817)	(337,300)	(582,117)	3,875,483
Castle Hill portfolio	Australia	-	3,139,531	-	3,139,531	-	(47,292)	(47,292)	3,092,239
Koolyanobbing	Australia	2,649,738	-	-	2,649,738	(1,712,526)	(210,149)	(1,922,675)	727,063
South Railroad	USA	2,316,757	-	-	2,316,757	(123,907)	(44,092)	(167,999)	2,148,758
Limpopo	South Africa	1,150,828	-	-	1,150,828	-	-	-	1,150,828
Bowdens	Australia	1,130,068	-	-	1,130,068	-	-	-	1,130,068
Bullabulling	Australia	953,349	-	-	953,349	-	-	-	953,349
Goldlund	Canada	1,258,810	-	-	1,258,810	-	-	-	1,258,810
Brits	South Africa	764,016	-	-	764,016	-	-	-	764,016
Otto Bore	Australia	583,612	-	-	583,612	-	(10,155)	(10,155)	573,457
Lynn Lake (MacLellan)	Canada	873,088	-	-	873,088	-	-	-	873,088
Bulong	Australia	544,957	-	-	544,957	-	(16,222)	(16,222)	528,735
Dry Creek	Australia	475,723	-	-	475,723	(111,301)	(3,091)	(114,392)	361,331
Sulfur Springs/ Kangaroo Caves	Australia	467,983	-	-	467,983	-	-	-	467,983
Pedra Branca	Brazil	450,131	-	-	450,131	-	-	-	450,131
Ashburton	Australia	355,940	-	-	355,940	-	-	-	355,940
Anthiby Well	Australia	311,742	-	-	311,742	-	-	-	311,742
Cardinia	Australia	302,850	-	-	302,850	-	-	-	302,850
Brauna	Brazil	262,328	-	-	262,328	(100,423)	(7,729)	(108,152)	154,176
Montanore	USA	61,572	-	-	61,572	-	-	-	61,572
Mt Ida	Australia	210,701	-	-	210,701	-	-	-	210,701
Other	Australia	1,768,873	-	-	1,768,873	(29,842)	-	(29,842)	1,739,031
Other	Canada	624,919	-	-	624,919	-	-	-	624,919
Other	Peru	45,609	-	-	45,609	-	-	-	45,609

Total		41,903,551	3,673,928	-	45,577,479	(4,460,353)	(3,132,938)	(7,593,291)	37,984,188

Total royalty interests include carrying amounts in the following countries:

	December 31, 2024		December 31, 2023
	$		$
Australia		30,452,281		29,859,470
Canada		2,756,817		2,756,817
USA		2,210,330		2,254,422
South Africa		1,914,844		1,914,844
Brazil		604,307		612,036
Peru		45,609		45,609

		37,984,188		37,443,198

Royalties acquired during the year ended December 31, 2024

Castle Hill Royalty Portfolio

On May 14, 2024, the Company completed the acquisition of the Castle Hill royalty portfolio, an advanced portfolio of four Australian royalties at various stages of development (construction, development and exploration) and the rights to one production-linked milestone payment, for total cash consideration on closing of $3,119,814 (A$4,700,000). The Company also incurred $19,717 of legal and professional fees related to the acquisition of the Castle Hill royalty portfolio.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Wonmunna

On May 26, 2022, Vox completed the acquisition of a producing royalty over the Wonmunna iron ore mine (“Wonmunna”) from a private company. As part of the acquisition, there was a holdback amount, recorded as restricted cash that became due and payable prior to December 31, 2024, following the completion of certain conditions and subject to potential deductions. The remaining holdback amount was paid to the previous royalty holder in December 2024.

As at and for the year ended December 31, 2023:

		Cost				Accumulated Depletion
Royalty	Country	Opening	Additions	(Impairment) reversal	Ending	Opening	Depletion	Ending	Carrying Amount
		$	$	$	$	$	$	$	$
Wonmunna	Australia	14,527,467	149,159	-	14,676,626	(830,176)	(1,307,361)	(2,137,537)	12,539,089
Royalty portfolio	Australia	-	5,205,731	-	5,205,731	-	-	-	5,205,731
Janet Ivy	Australia	2,494,285	1,963,315	-	4,457,600	(29,633)	(215,184)	(244,817)	4,212,783
Koolyanobbing	Australia	2,649,738	-	-	2,649,738	(1,198,243)	(514,283)	(1,712,526)	937,212
South Railroad	USA	2,316,757	-	-	2,316,757	(79,814)	(44,093)	(123,907)	2,192,850
Limpopo	South Africa	1,150,828	-	-	1,150,828	-	-	-	1,150,828
Bowdens	Australia	1,130,068	-	-	1,130,068	-	-	-	1,130,068
Bullabulling	Australia	953,349	-	-	953,349	-	-	-	953,349
Goldlund	Canada	400,671	858,139	-	1,258,810	-	-	-	1,258,810
Brits	South Africa	764,016	-	-	764,016	-	-	-	764,016
Otto Bore	Australia	583,612	-	-	583,612	-	-	-	583,612
Segilola	Nigeria	706,425	-	-	706,425	(528,220)	(178,205)	(706,425)	-
Lynn Lake (MacLellan)	Canada	873,088	-	-	873,088	-	-	-	873,088
Bulong	Australia	544,957	-	-	544,957	-	-	-	544,957
Dry Creek	Australia	475,723	-	-	475,723	(93,637)	(17,664)	(111,301)	364,422
Sulfur Springs/ Kangaroo Caves	Australia	467,983	-	-	467,983	-	-	-	467,983
Pedra Branca	Brazil	450,131	-	-	450,131	-	-	-	450,131
Ashburton	Australia	355,940	-	-	355,940	-	-	-	355,940
Anthiby Well	Australia	311,742	-	-	311,742	-	-	-	311,742
Cardinia	Australia	302,850	-	-	302,850	-	-	-	302,850
Brauna	Brazil	262,328	-	-	262,328	(75,121)	(25,302)	(100,423)	161,905
Montanore	USA	61,572	-	-	61,572	-	-	-	61,572
Mt Ida	Australia	210,701	-	-	210,701	-	-	-	210,701
Other	Australia	1,606,079	-	162,794	1,768,873	-	(29,842)	(29,842)	1,739,031
Other	Canada	549,493	75,426	-	624,919	-	-	-	624,919
Other	Peru	1,545,609	-	(1,500,000)	45,609	-	-	-	45,609

Total		35,695,412	8,251,770	(1,337,206)	42,609,976	(2,834,844)	(2,331,934)	(5,166,778)	37,443,198

Royalties acquired during the year ended December 31, 2023

Royalty Portfolio

On September 12, 2023, Vox completed the acquisition of a portfolio of nine royalties from an Australian Company (the “Seller”). The royalties include three development stage and six exploration stage royalties in Australia, including a 4% gross revenue royalty (“GRR”) over the Red Hill gold project and a 3% net smelter royalty (“NSR”) over the Horseshoe Lights copper project. The aggregate purchase price consisted of (i) cash consideration that was paid to the Seller on closing of $4,363,285 (A$6,750,000), and (ii) non-cash consideration being Vox providing ongoing royalty-related services to the vendor from Vox’s proprietary database of royalties.

On October 18, 2023, Vox completed the acquisition of a pre-production gold royalty over a portion of the Plutonic Gold Mine complex in Western Australia. The Plutonic East gold royalty is a sliding scale tonnage royalty. The aggregate purchase price consisted of total cash consideration that was paid on closing of $797,703 (A$1,250,000).

The Company incurred $44,743 of legal and professional fees relating to the acquisition of the royalty portfolio.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

British King Royalty (reversal of impairment charge)

On September 21, 2023, SilverStream SEZC (“SilverStream”) agreed to the following:

	-	SilverStream’s historical 1.5% NSR on the first 10,000oz produced and 5.25% gold stream thereafter originally granted to SilverStream by the prior operator was extinguished;
	-	a new 1.25% NSR gold royalty interest was assigned to Vox Royalty Australia Pty Ltd (“Vox Australia”) by the prior operator in connection with the transfer of the project from the prior operator to the new operator; and
	-	Vox received $126,390 (A$200,000) for reimbursement of legal fees, which was recorded as a reduction of project evaluation expenses in the consolidated statements of loss and comprehensive loss.

As a result of the new 1.25% NSR gold royalty assigned to Vox by the prior operator, the Company considered this an indicator of impairment reversal and determined that the recoverable amount was $250,000, which was recognized as an impairment reversal in the consolidated statements of loss and comprehensive loss.

Janet Ivy

On November 24, 2023, the Company issued 948,448 common shares as a single milestone payment relating to the Janet Ivy gold royalty acquired on March 29, 2021, for total consideration of $1,963,315. The milestone payment became due upon cumulative royalty receipts from Janet Ivy exceeding A$750,000.

Goldlund

On January 24, 2023, the Company issued 215,769 common shares as a second milestone payment relating to the Canadian gold portfolio it acquired on June 3, 2022, for total consideration of $495,446.

On December 13, 2023, the Company issued 175,660 common shares as a final milestone payment relating to the Canadian gold portfolio acquired on June 3, 2022, for total consideration of $362,693.

Hawkins

On December 22, 2023, Vox completed the acquisition of a 0.5% NSR royalty on the Hawkins gold exploration project in Ontario, Canada. The aggregate purchase price consisted of total cash consideration paid on closing of $75,426 (C$100,000).

Impairment

During the period ended June 30, 2023, the Company became aware that the operator of the Alce exploration project did not renew the relevant mining claims and, therefore, the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company concluded that the Alce royalty should by fully impaired as of June 30, 2023, and the carrying value of the investment of $500,000 was reduced to $nil.

During the period ended December 31, 2023, the Company became aware that the operator of the Jaw, Phoebe, Cart and Colossus exploration projects (“Peru Projects”) did not renew all or substantially all of the relevant mining claims and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company fully impaired the four royalties as of December 31, 2023, and the carrying value of the investment of $1,000,000 was reduced to $nil. The Company has filed a statement of claim in the Supreme Court of Western Australia against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects. Pursuant to the original agreement signed with the operator on July 15, 2021, if any of the four exploration projects became relinquished within three years of signing the original agreement, the operator must promptly provide Vox with a replacement royalty for each relinquished royalty, with each replacement royalty having a value of at least $250,000. To the extent Vox is granted one or more replacement royalties, the Company expects to reverse up to $1,000,000 of the Q4 2023 impairment charge, which would increase net income by the equivalent amount.

Deferred royalty acquisitions

There was $nil deferred royalty acquisitions as at December 31, 2024 and 2023. Deferred royalty acquisitions relate to costs incurred prior to the execution and closing of a royalty acquisition. Deferred royalty acquisition costs are reallocated to royalty interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are expensed as project evaluation expenses.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

6. Credit facility

Facility terms

On January 16, 2024, the Company entered into a definitive credit agreement with the Bank of Montreal (“BMO”) providing for a $15,000,000 secured revolving credit facility (the “Facility”). The Facility includes an accordion feature, which provides for an additional $10,000,000 of availability, subject to certain conditions. The Facility, secured against the assets of the Company, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Facility bear interest at either (i) a rate determined by reference to the U.S. dollar base rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.60% to 3.60% per annum. The undrawn portion of the Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the credit agreement with BMO dated January 16, 2024). The Facility had an initial term that matures on December 31, 2025 and is extendable one year at a time through mutual agreement between Vox and BMO. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements. As at December 31, 2024, Vox was in compliance with all such covenants.

On December 20, 2024, the maturity date of the Facility was extended from December 31, 2025 to December 31, 2026, with the option of future extensions by mutual agreement between Vox and BMO.

As at December 31, 2024, no amounts were outstanding under the Facility.

Other assets (Facility transaction costs)

The following summarizes the change in other assets as at December 31, 2024 and 2023:

	December 31, 2024			December 31, 2023
	$			$
Balance, beginning of period		271,029			-
Facility transaction costs incurred during the period		234,470			271,029
Amortization expense of Facility transaction costs		(226,008	)		-

Balance, end of period		279,491			271,029

Interest and finance expenses

The following summarizes the interest and finance expenses for the years ended December 31, 2024 and 2023:

	December 31, 2024		December 31, 2023
	$		$
Amortization expense of Facility transaction costs		226,008		-
Interest expense on Facility		89,296		-

		315,304		-

Interest expense on the Facility relates to the standby fee, as there were no amounts drawn on the Facility during the year ended December 31, 2024.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

7. Intangible assets

Intangible assets are comprised of the Mineral Royalties Online (“MRO”) royalty database.

	Database
	$
Cost at:
January 1, 2023 and December 31, 2023 and 2024		1,837,500

Accumulated amortization at:
January 1, 2023		481,791
Additions		183,539
December 31, 2023		665,330
Additions		183,539
December 31, 2024		848,869

Net book value at:
December 31, 2023		1,172,170
December 31, 2024		988,631

On October 25, 2023, the Company entered into an Intellectual Property Licensing Agreement (“IP Licensing Agreement”) with a private investment group, in respect of certain coal royalties in Vox’s MRO royalty database. As part of the IP Licensing Agreement, on the successful closing of relevant coal royalty transactions, Vox will receive a transaction fee of up to 3.0% of the upfront purchase price and up to 3.0% of any future earn out payments or contingent payments associated with any applicable coal royalty assets acquired. For the years ended December 31, 2024 and 2023, there were no revenues earned from the IP Licensing Agreement.

8. Accounts payable and accrued liabilities

	December 31, 2024		December 31, 2023
	$		$
Trade payable		118,481		362,198
Sales tax payable		487,901		653,792
Accrued liabilities		784,125		824,102

		1,390,507		1,840,092

9. Share capital and additional paid-in 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 December 31, 2024 and 2023 is as follows:

December 31,

2024

December 31,

2023

Issued: 50,658,776(2023 – 49,985,102) common shares

69,528,762

67,889,465

Share issuances during the year ended December 31, 2023

During the year ended December 31, 2023, the Company issued the following common shares for royalty milestone payments:

	·	On January 24, 2023, the Company issued 215,769 common shares as a second milestone payment relating to the Canadian gold portfolio it acquired on June 3, 2022, for total consideration of $495,446.
	·	On November 24, 2023, the Company issued 948,448 common shares as a single milestone payment relating to the Janet Ivy gold royalty acquired on March 29, 2021, for total consideration of $1,963,315.
	·	On December 13, 2023, the Company issued 175,660 common shares as a final milestone payment relating to the Canadian gold portfolio acquired on June 3, 2022, for total consideration of $362,693.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

On June 16, 2023, the Company completed a public offering (“Public Offering”) of 3,025,000 common shares at a price of $2.40 per common share, for gross proceeds of $7,260,000. In connection with the Public Offering, the Company paid agent fees of $471,900, representing 6.5% of the gross proceeds.

On July 11, 2023, the syndicate of underwriters for the Public Offering exercised their over-allotment option in full to purchase an additional 453,750 common shares at a price of $2.40 per common share, for gross proceeds of $1,089,000. In connection with the exercise of the over-allotment, the Company paid agent fees of $70,785, representing 6.5% of the gross proceeds.

Share repurchase program

On March 18, 2024, the Board of Directors of the Company approved the adoption of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is structured to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The SRP 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 Company did not repurchase any shares under the SRP during the year ended December 31, 2024.

Loss per share (“LPS”)

For the years ended December 31, 2024 and 2023, no stock options, warrants and RSUs were excluded in the computation of diluted LPS due to being anti-dilutive.

Dividends

The following table provides details on the dividends declared during the year ended December 31, 2024:

Declaration date	Dividend per common share	Record date	Payment date	Dividends payable
	$			$
March 7, 2024	0.012	March 29,2024	April 12, 2024	601,462
May 8, 2024	0.012	June 28, 2024	July 12, 2024	602,883
August 7, 2024	0.012	September 27, 2024	October 11, 2024	607,059
November 6, 2024	0.012	December 31, 2024	January 14, 2025	607,905

	0.048			2,419,309

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 year ended December 31, 2024, the Company issued 39,913 common shares under the DRIP, representing dividends paid of $89,023.

The following table provides details on the dividends declared during the year ended December 31, 2023:

Declaration date	Dividend per common share	Record date	Payment date	Dividends payable
	$			$
March 13, 2023	0.011	March 31, 2023	April 14, 2023	496,396
May 10, 2023	0.011	June 30, 2023	July 14, 2023	529,672
August 10, 2023	0.011	September 29, 2023	October 13, 2023	536,761
November 8, 2023	0.011	December 29, 2023	January 12, 2024	549,836

	0.044			2,112,665

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

10. Equity reserves

Warrants

The following summarizes the warrant activity for the years ended December 31, 2024 and 2023:

	2024					2023
	Number			Weighted average exercise price		Number			Weighted average exercise price
	#			C$		#			C$
Outstanding, beginning of year		6,407,883			4.50		8,697,550			4.50
Expired		(6,407,883	)		4.50		(2,289,667	)		4.50

Outstanding, end of year		-			-		6,407,883			4.50

Exercisable, end of year		-			-		6,407,883			4.50

As at December 31, 2023, 3,600,000 warrants were classified as equity and 2,807,883 warrants were classified as other liabilities. All warrants expired, unexercised, on March 25, 2024.

As at December 31, 2023, the fair value of the 2,807,883 warrants classified as other liabilities was $nil. The Company used the BSM to estimate the end of period fair value of the 2,807,883 warrants using the following weighted average assumptions:

	December 31, 2023
Expected stock price volatility		32	%
Risk-free interest rate		3.91	%
Expected life	0.23 years
Grant date share price	$	2.04
Expected dividend yield		2.12	%

Options

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 LTIP permits the issuance of options, which, together with the Company’s other share compensation arrangements, may not exceed 10% of the Company’s issued common shares as at the date of grant.

The following summarizes the stock option activity for the years ended December 31, 2024 and 2023:

	2024					2023
	Number			Weighted average exercise price		Number			Weighted average exercise price
	#			C$		#			C$
Outstanding, beginning of year		1,347,398			3.70		1,603,984			3.71
Granted		240,000			4.16		-			-
Cancelled		(240,560	)		4.16		-			-
Forfeited		-			-		(68,732	)		4.16
Expired		-			-		(187,854	)		3.58

Outstanding, end of year		1,346,838			3.70		1,347,398			3.70

Exercisable, end of year		1,346,838			3.70		1,180,724			3.64

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

The following table summarizes information of stock options outstanding as at December 31, 2024:

			Options Outstanding				Options Exercisable
Expiry date	Exercise price		Number of options outstanding		Weighted average remaining contractual life		Number of options exercisable		Weighted average remaining contractual life
	C$		#		Years		#		Years
June 30, 2026		3.25		680,703		1.50		680,703		1.50
March 9, 2027		4.16		666,135		2.19		666,135		2.19

				1,346,838		1.84		1,346,838		1.84

On June 12, 2024, 240,000 stock options were granted to a non-related third-party service provider as consideration for its consulting services. The stock options granted have an exercise price of C$4.16 per share and expire on March 9, 2027. The Company determined the fair value of the consulting services provided based on similar consulting agreements entered into by the Company with other non-related third-party service providers. The stock options vest in 25% increments, on each of June 12, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. The share-based compensation expense related to the stock option grant has been recorded over the vesting period, being the duration of the 2024 calendar year, as per the terms of the consulting services agreement.

Performance Share Units

The Plans provide that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants non-transferable PSUs based on the value of the Company’s share price at the date of grant. The Board of Directors has the discretion to issue cash or equity to settle the vested PSUs. As at December 31, 2024 and 2023, there were no PSUs outstanding. In past periods, the PSUs issued were treated as derivative instruments because the number of shares to be eventually issued was based on a percentage of the common shares outstanding at the time the performance hurdle was to be met.

As at December 31, 2024 and 2023, there were nil PSUs outstanding. A summary of the PSU activity for the year ended December 31, 2023 was as follows:

	-	895,166 PSUs outstanding on January 1, 2023, with a weighted average fair value of $0.23; and
	-	Expiry of 895,166 PSUs on December 31, 2023, with a weighted average fair value of $nil.

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. The Board of Directors has the discretion to settle vested RSUs in cash or equity. All RSU agreements entered into by the Board of Directors from the date of incorporation through December 31, 2024, 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 year ended December 31, 2024, 990,804 RSUs were granted, and vest as follows:

	-	968,448 RSUs vest in 25% increments on each of June 30, 2024, December 31, 2024, June 30, 2025 and December 31, 2025.
	-	22,356 RSUs vest in 1/3 increments on each of December 31, 2024, June 30, 2025 and December 31, 2025.

The share-based compensation expense related to RSU grants is recorded over the vesting period.

The following summarizes the RSU activity for the years ended December 31, 2024 and 2023:

	2024					2023
	Number			Weighted average fair value		Number			Weighted average fair value
	#			$		#			$
Outstanding, beginning of year		952,018			2.62		615,044			2.56
Granted		990,804			2.01		749,739			2.58
Exercised		(633,761	)		2.48		(408,206	)		2.37
Forfeited		-			-		(4,559	)		3.01

Outstanding, end of year		1,309,061			2.23		952,018			2.62

Vested, end of year		807,231			2.36		505,246			2.62

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

On January 14, 2025, 829,915 RSUs were granted to directors and employees of the Company. The RSUs vest in 25% increments on each of July 2, 2025, January 2, 2026, July 2, 2026 and January 2, 2027.

11. General and administration

The Company’s general and administrative expenses incurred for the years ended December 31, 2024 and 2023 are as follows:

	December 31, 2024		December 31, 2023
	$		$
Corporate administration		1,223,753		1,325,743
TSX listing costs		-		143,767
Professional fees		415,788		713,475
Salaries and benefits		2,547,024		2,487,218
Director fees		147,478		114,663
Amortization		183,539		183,539

		4,517,582		4,968,405

12. Other income

The Company’s other income for the years ended December 31, 2024 and 2023 is as follows:

	December 31, 2024			December 31, 2023
	$			$
Interest income		482,853			398,955
Foreign exchange expense		(285,667	)		(160,173	)
Fair value change of other liabilities		-			445,216

		197,186			683,998

13. 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 years ended December 31, 2024 and 2023.

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, and EVP – Australia.

The remuneration of directors and other members of key management personnel during the years ended December 31, 2024 and 2023 was as follows:

	December 31, 2024		December 31, 2023
	$		$
Short-term employee benefits		2,115,432		2,080,826
Share-based compensation		1,934,571		1,512,375

		4,050,003		3,593,201

14. Commitments and contingencies

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 year ended December 31, 2024, individually or in the aggregate, is material to its consolidated financial condition or results of operations.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Titan

During the year ended December 31, 2023, the Company and SilverStream became aware that the operator of the Jaw, Phoebe, Cart and Colossus exploration projects did not renew all or substantially all of the relevant mining concessions and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company fully impaired the four royalties as of December 31, 2023, and the carrying value of the investment of $1,000,000 was reduced to $nil. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects. Pursuant to the original agreement signed with the operator on July 15, 2021, if any of the four exploration projects became relinquished within three years of signing the original agreement, the operator must promptly provide Vox with a replacement royalty for each relinquished royalty and with each replacement royalty having a value of at least $250,000. To the extent Vox is granted one or more replacement royalties, the Company expects to reverse up to $1,000,000 of the 2023 impairment charge, which would increase net income by the equivalent amount. During the year ended December 31, 2024, no replacement royalties have been granted.

SilverStream filed a writ and statement of claim in the Supreme Court of Western Australia against Titan Minerals Limited (“Titan”) on February 23, 2024, along with an amended writ and statement of claim on March 28, 2024, in respect of the 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. As at December 31, 2024, the proceeding is ongoing.

Aurenne

Vox Australia filed a writ and statement of claim in the Supreme Court of Western Australia against Aurenne MIT Pty Ltd (“Aurenne”) on November 8, 2024, in respect of the Mt Ida royalty asset. Vox Australia is seeking a court declaration regarding the unreasonable withholding of consent by Aurenne to certain transaction and assignment documentation. As at December 31, 2024, the proceeding is ongoing.

Commitments

The Company is committed to minimum annual lease payments for its premises and certain consulting agreements, as follows:

	2025
	$
Leases		3,872
Consulting agreements		93,136

		97,008

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

Royalty	$
Limpopo(1)(3)		6,185,280
Brits(1)(4)		1,250,000
Bullabulling(2)(5)		619,571
Koolyanobbing(6)		309,785
El Molino(7)		450,000
Uley(1)(8)		136,306
Other(9)		86,872

		9,037,814

(1)	The milestone payments may be settled in either cash or common shares of the Company, at the Company’s election.
(2)	The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election.
(3)	Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000.
(4)	Milestone payments include: (i) $1,000,000 once 210,000t have been mined over a continuous six-month period, and (ii) a further $250,000 once 1,500,000t have been mined over a rolling 3-year time horizon.
(5)	Milestone payments include: (i) A$500,000 upon the operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project.
(6)	Milestone payment due upon achievement of cumulative 5Mdmt of ore processed.
(7)	Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.
(8)	Milestone payment due upon commencement of commercial production.
(9)	Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

15. Supplemental cash flow information

	December 31, 2024			December 31, 2023
		$			$
Change in accrued other assets		(268,414	)		271,029
Change in accrued interest expense on Facility		21,563
Change in accrued deferred royalty acquisitions		-			(69,675	)
Reclassification of prepaid expenses to share issue costs		-			179,043
Change in accrued dividends		-			102,253
Share issuances for royalty acquisitions and milestone payments		-			2,821,454

16. Segment information

For the years ended December 31, 2024 and 2023, the Company operated in one reportable segment, being the acquisition of royalty interests.

For the years ended December 31, 2024 and 2023, revenues generated from each geographic location are as follows:

	December 31, 2024		December 31, 2023
	$		$
Australia		10,915,392		11,250,950
Nigeria		-		882,922
USA		116,311		116,311
Brazil		16,060		60,411

Total		11,047,763		12,310,594

The Company has the following non-current assets in seven geographic locations:

	December 31, 2024		December 31, 2023
	$		$
Australia		30,452,281		30,396,980
USA		2,210,330		2,254,422
Canada		3,036,308		3,027,846
South Africa		1,914,844		1,914,844
Cayman Islands		988,631		1,172,170
Brazil		604,307		612,036
Peru		45,609		45,609

Total		39,252,310		39,423,907

17. Income taxes

The Income taxes recognized in net loss and comprehensive loss are comprised of the following:

	December 31, 2024		December 31, 2023
	$		$
Current tax expense		2,077,652		626,500
Deferred tax expense		547,461		1,887,558

Income tax expense		2,625,113		2,514,058

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Provision for income taxes

The income tax expense differs from the amount that would result from applying the federal and provincial income tax rates to the income before income taxes due to the following:

	December 31, 2024			December 31, 2023
	$			$
Income before income taxes		976,031			2,412,946
Statutory tax rate		26.5	%		26.5	%

Expected income tax expense based on statutory rate		259,000			639,000
Adjustment to expected income tax expense (recovery):
Foreign tax rate differences		414,000			928,000
Permanent differences		567,000			441,000
Change in benefit of tax assets not recognized		739,000			688,000
Foreign exchange and other		646,113			(181,942	)

Income tax expense		2,625,113			2,514,058

Recognized deferred tax asset and liabilities

	December 31, 2024			December 31, 2023
	$			$
Non-capital losses – Canada		-			117,982
Other - Canada		-			(117,982	)
Royalty interests - Australia		(5,426,450	)		(4,878,989	)

Total		(5,426,450	)		(4,878,989	)

Unrecognized deferred tax assets

As at December 31, 2024, the Company had temporary differences with a tax benefit of $10,862,000 (December 31, 2023 - $8,494,000), which are not recognized as deferred tax assets. Management believes that it is not probable that sufficient taxable profits will be available in future years to allow the benefit of the following deferred tax assets to be utilized. The following table summarizes the composition of the Company’s unrecognized deductible temporary differences:

	December 31, 2024		December 31, 2023
	$		$
Non-capital losses – Canada		9,511,000		6,921,000
Net-capital losses – Australia		113,000		124,000
Financing costs		1,238,000		1,449,000

Total		10,862,000		8,494,000

Unrecognized deferred tax liabilities

The aggregate amount of taxable temporary differences associated with investment in subsidiaries, for which deferred tax liabilities have not been recognized as at December 31, 2024, is $18,357,000 (December 31, 2023 - $13,841,000). No deferred tax liabilities are recognized on the temporary differences associated with investments in subsidiaries because the Company controls the timing of reversal and it is not probable that they will reverse in the foreseeable future.

Tax loss carryforwards

As at December 31, 2024, the Company has deductible Canadian non-capital tax losses of $9,511,000 related to the Company’s Canadian parent and subsidiary, with non-capital tax losses expiring between the years 2038 and 2044, $277,000 from the Company’s United States subsidiary, and $nil from the Company’s Australian subsidiary. The Company’s Cayman Islands subsidiary has a tax rate of 0%; therefore, there is no deductible temporary difference that can apply.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

18. Financial instruments

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the years ended December 31, 2024 and 2023.

Credit risk

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

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations and holding of cash and cash equivalents. As at December 31, 2024, the Company had cash and cash equivalents of $8,754,391 (December 31, 2023 - $9,342,880) and working capital of $9,234,339 (December 31, 2023 - $10,378,752).

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Financial instruments that impact the Company’s net loss due to currency fluctuations include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian- and Australian-denominated monetary assets and liabilities at December 31, 2024, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net loss and other comprehensive loss by $440,000.

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 December 31, 2024, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net loss and other comprehensive loss by approximately $150,000.

The Company has cash balances with rates that fluctuate with the prevailing market rate. The Company’s current policy is to invest excess cash in cash accounts or short-term interest-bearing securities issued by chartered banks. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company does not use any derivative instrument to reduce its exposure to interest rate risk.

Commodity and share price risk

The Company’s royalties are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of precious and base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the Company’s future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.

The Company’s financial results may be significantly affected by a decline in the price of precious, base and/or ferrous metals. The price of precious, 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 receivables, accounts payable and accrued liabilities and income taxes payable 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 December 31, 2024 and 2023, the Company does not have any financial instruments measured at fair value after initial recognition.

Vox Royalty Corp.

Notes to the Consolidated Financial Statements

Years ended December 31, 2024 and 2023

(Expressed in United States dollars)

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at December 31, 2023. These financial instruments are measured at fair value utilizing non-observable market inputs. The gains and losses were recognized in the consolidated statements of loss and comprehensive loss.

	December 31, 2023
	$
Balance, beginning of year		601,715
Change in valuation of financing warrants (Note 10)		(445,216	)
Share-based compensation expense on PSUs (Note 10)		(156,499	)

Balance, end of year		-

Capital management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalty interests, while optimizing its capital structure by balancing debt and equity. 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 December 31, 2024, the capital structure of the Company consists of $43,060,199 (December 31, 2023 - $44,923,670) of total equity, comprising of share capital, equity reserves and deficit.

The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.

19. Subsequent events

On February 20, 2025, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on April 14, 2025 to shareholders of record as of the close of business on March 31, 2025.

EX-99.2 3 voxr_ex992.htm MANAGEMENT DISCUSSION AND ANALYSIS voxr_ex992.htm

EXHIBIT 99.2

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Effective Date

This Management’s Discussion and Analysis (“MD&A”), prepared as of February 20, 2025, 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 audited consolidated financial statements and related notes as at and for the years ended December 31, 2024 and 2023 (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”), as issued by the International Accounting Standards Board (“IASB”).

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”) and Annual Report on Form 40-F available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively. These documents contain descriptions of certain of Vox’s royalties, as well as a description of risk factors affecting the Company. For additional information, please see our website at www.voxroyalty.com.

Table of Contents

Effective Date	2
Table of Contents	2
Overview	2
Highlights and Key Accomplishments	3
Royalty Portfolio Updates	5
Outlook	14
Asset Portfolio	15
Summary of Annual Results	18
Summary of Quarterly Results	20
Liquidity and Capital Resources	22
Off-Balance Sheet Arrangements	23
Commitments and Contingencies	23
Related Party Transactions	24
Changes in Accounting Policies	24
Recent Accounting Pronouncements	25
Outstanding Share Data	25
Critical Accounting Judgements and Estimates	25
Financial Instruments	25
Disclosure Controls and Procedures and Internal Control Over Financial Reporting	27
Forward-Looking Information	28
Third-Party Market and Technical Information	29

Abbreviations Used in This Report

Abbreviated Definitions
Periods Under Review	Interest Types		Currencies
Q4 2024 The three-month period ended December 31, 2024	“NSR”	Net smelter return royalty	“$” United States dollars
Q3 2024 The three-month period ended September 30, 2024	“GRR”	Gross revenue royalty	“A$” Australian dollars
Q2 2024 The three-month period ended June 30, 2024	“FC”	Free carry	“C$” Canadian dollars
Q1 2024 The three-month period ended March 31, 2024	“PR”	Production royalty
Q4 2023 The three-month period ended December 31, 2023	“GPR”	Gross proceeds royalty
Q3 2023 The three-month period ended September 30, 2023	“GSR”	Gross sales royalty
Q2 2023 The three-month period ended June 30, 2023	“FOB”	Free on board
Q1 2023 The three-month period ended March 31, 2023	“RR”	Revenue royalty

Overview

Vox is a returns focused mining royalty company with a portfolio of over 60 royalties spanning six jurisdictions (Australia, Canada, the United States, Brazil, Peru, and South Africa). The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network that has allowed Vox to target the highest returns on royalty acquisitions in the mining royalty sector. Since the beginning of 2020, Vox has announced over 30 separate transactions to acquire over 60 royalties.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Vox operates a unique business model within the royalty space, which it believes offers it competitive advantages. Of these advantages, some are inherent to the Company’s business model, such as the diverse approach to finding global royalties providing it with a broader pipeline of opportunities to act on. Other competitive advantages have been strategically built since the Company’s formation, including its 2020 acquisition of Mineral Royalties Partnership Ltd.’s proprietary royalty database of over 8,500 royalties globally (“MRO”). The MRO database is not commercially available to the Company’s competitors. The MRO database vertically integrates global mining royalties with mineral deposits and mining claims, which provides the Company with the first-mover advantage to execute bilateral, non-brokered royalty acquisition transactions, which make up the majority of the historical acquisitions of the Company, in addition to brokered royalty acquisition opportunities available to other mining royalty companies. The Company also has an experienced technical team that consists of mining engineers and geologists who can objectively review the quality of assets and all transaction opportunities, in light of the cyclical nature of mineral prices.

Vox’s business model is focused on managing and growing its portfolio of royalties. 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) limited 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 royalty asset portfolio through accretive acquisitions. As at the date of this MD&A, approximately 85% of the Company’s royalty assets by royalty count are located in Australia, Canada and the United States. Specifically, the Company’s portfolio currently includes seven producing assets and twenty‑two 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.

In the near and medium-term, the Company is prioritizing acquiring royalties 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. 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), 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.

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

Revenue:

	o	2024 annual revenue of $11,047,763 compared to 2023 annual revenue of $12,310,594. The comparative period revenue figure included development milestone revenue of $1,329,767 related to maiden mineral reserves declared for the Puzzle Group gold deposits at the Kookynie royalty (“Development Milestone Revenue”).
	o	Q4 2024 revenue of $2,897,325 compared to revenue of $2,997,426 in Q4 2023.

Cash flows from operations:

	o	Generated record annual cash flows from operations of $5,459,150 in 2024, compared to $5,271,090 in 2023.
	o	Generated cash flows from operations of $125,398 in Q4 2024 compared to $2,341,781 in the comparative quarter. The decrease is a result of: (i) the Development Milestone Revenue collected in Q4 2023, and (ii) the most recently completed Australian taxation year required final tax payment to be paid in December 2024 compared to March 2024 for the prior year tax filing.

·	Income from operations:
	o	2024 annual income from operations of $1,094,149 compared to 2023 income from operations of $1,728,948. The comparative period included the Development Milestone Revenue.
	o	Q4 2024 loss from operations of $1,509 compared to Q4 2023 loss from operations of $595,148.
·	Inaugural revenue achieved from three producing gold assets in Western Australia during the quarter:
	o	Myhree gold mine (operated by Black Cat Syndicate Limited (“Black Cat”)):
		■	Vox has a 1% NSR royalty over key areas of the Bulong Mining Centre, including the high-grade Myhree and Boundary gold deposits.
		■	On December 3, 2024, Vox received inaugural royalty revenue related to gold produced for Q3 2024.
		■	Black Cat has progressed Myhree from discovery in 2018 to first gold doré production in 2024, over an accelerated six-year timeline.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

	o	Castle Hill gold mine (operated by Evolution Mining Limited (“Evolution”)):
		■	Vox holds an A$40/oz gold royalty (payable up to 75,000oz gold production), plus a net milestone payment of A$2,000,000, triggered at 140,000oz of cumulative gold production. Vox also holds an uncapped 2% royalty over the Kunanalling tenure which surrounds Castle Hill, payable post 75,000oz of gold production from the Castle Hill royalty tenure.
		■	On November 22, 2024, Vox received inaugural royalty revenue related to gold production for Q3 2024 from the Rayjax gold deposit on mining lease M15/1831.
	o	Otto Bore gold mine (operated by Northern Star Resources Limited (“Northern Star”)):
		■	Vox has a 2.5% NSR royalty applicable on production between 42,000oz and 100,000oz of gold recovered.
		■	The hurdle was reached in Q4 2024, with inaugural royalty revenue recognized during the quarter.
·	Credit Facility:
	o	On January 16, 2024, entered into a definitive credit agreement with the Bank of Montreal (“BMO”) providing for a $15 million secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $10 million of borrowing capacity subject to certain conditions (the “Accordion”).
	o	On December 20, 2024, the maturity date of the Facility was extended from December 31, 2025 to December 31, 2026, with the option of future extensions by mutual agreement.
·	On March 7, 2024, increased quarterly cash dividend by 9.1% to $0.012 per common share.
·	On March 18, 2024, the Company adopted a dividend reinvestment plan and approved the adoption of a share repurchase program of up to $1,500,000 of Vox common shares.
·	On March 25, 2024, 6,407,883 warrants expired, unexercised, resulting in there being zero warrants issued and outstanding by the Company as at December 31, 2024.
·	On April 25, 2024, the Company shared its annual letter to shareholders.
·	On May 14, 2024, the Company announced that it acquired an advanced portfolio of four Australian royalties at various states of development (construction, development and exploration) including the pre-production Castle Hill royalty and the rights to one production-linked milestone payment, for total cash consideration of A$4,700,000 (the “Castle Hill Royalty Portfolio Acquisition”).
·	On May 30, 2024, experienced geologist Shannon McCrae joined the Company’s Board of Directors as an independent director.
·	Noted significant organic development within the existing royalty portfolio, as discussed in the “Royalty Portfolio Updates” section of this MD&A.
·	Balance sheet position at quarter end includes:
	o	Cash and accounts receivable of $11,672,071.
	o	Working capital of $9,234,339.
	o	Total assets of $51,381,324.

Credit Facility

On January 16, 2024, the Company entered into the Facility with BMO, providing for a $15,000,000 secured revolving credit facility. The Facility includes the Accordion, which provides for an additional $10,000,000 of availability, subject to certain conditions. The Facility, secured against the assets of the Company, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Facility bear interest at either (i) a rate determined by reference to the U.S. dollar base rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.60% to 3.60% per annum. The undrawn portion of the Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the credit agreement with BMO dated January 16, 2024). The Facility has an initial term that matures on December 31, 2025 and is extendable one-year at a time through mutual agreement between Vox and BMO. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements. As at December 31, 2024, all such ratios and requirements were met.

On December 20, 2024, the maturity date of the Facility was extended from December 31, 2025 to December 31, 2026, with the option of future extensions by mutual agreement between Vox and BMO.

As at December 31, 2024, no amounts were outstanding under the Facility.

Castle Hill Royalty Portfolio Acquisition

On May 14, 2024, the Company announced that it completed the Castle Hill Royalty Portfolio Acquisition for total cash consideration of $3,119,814 (A$4,700,000).

Transaction highlights include:

	·	Addition of four Australian royalties and the rights to one gold production-linked milestone payment in Western Australia and New South Wales, heavily weighted to gold and copper.
	·	Near-term revenue potential from late 2024 onwards from the construction-stage Castle Hill gold project in Western Australia (“Castle Hill”), operated by Evolution, which is a key part of the A$250 million Mungari Mine Life Extension project and mill expansion (“Mungari 4.2 Project”).
	·	Further production potential from the past-producing Kunanalling gold project, which is located less than 15km from the Mungari mill and also part of Evolution’s integrated Mungari 4.2 Project;
	·	Provides critical metals exposure to copper and cobalt and rare earth metals exposure across the Halls Creek and Broken Hill exploration projects; and
	·	Strengthens Vox’s proportion of royalty assets located in lower risk political jurisdictions of Australia, Canada and USA, now totalling more than 85% of all royalty assets (by asset count).

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

On November 22, 2024, initial royalty-linked production was realized, with Vox receiving inaugural royalty revenue related to gold production for Q3 2024 from the Rayjax gold deposit on mining lease M15/1831.

Quarterly Dividends Declared and Paid and Dividend Reinvestment Plan

On March 18, 2024, the Company adopted a Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible shareholders of Vox with the opportunity to have all, or a portion of any cash dividends declared on common shares by the Company automatically reinvested into additional common shares, without paying brokerage commissions. Based on the current terms of the DRIP, the common shares will be issued under the DRIP at a 5% discount to the Average Market Price, as defined in the DRIP.

The following table provides details on the dividends declared for the year ended December 31, 2024.

Declaration date	Dividend per common share	Record date	Payment date
	$
March 7, 2024	0.012	March 29,2024	April 12, 2024
May 8, 2024	0.012	June 28, 2024	July 12, 2024
August 7, 2024	0.012	September 27, 2024	October 11, 2024
November 6, 2024	0.012	December 31, 2024	January 14, 2025

	0.048

Share Repurchase Program

The Company did not repurchase any shares under the SRP during the year ended December 31, 2024.

Royalty Portfolio Updates1

During the year ended December 31, 2024, the Company’s operating partners continued to explore, develop, and expand the projects underlying the Company’s royalty assets.

Key developments for the year are summarized as follows by project:

Wonmunna (Operating - Australia) – 1.25% - 1.50% sliding scale GRR

Pilbara Hub

The Wonmunna mine is part of the “Pilbara Hub” integrated iron ore operation, which comprises mining and ore blending from the Wonmunna and Iron Valley (non-royalty linked) mines and currently exports ~10Mtpa of iron ore via the Utah Point berth at Port Hedland.

_________________________________

1 Statements made in this section contain forward-looking information. Reference should be made to the “Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements, please see the “Risk Factors” section in the most recent AIF and Form 40-F available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

On July 26, 2024, Mineral Resources Limited (“Mineral Resources”) announced for fiscal year 2024 (July 1, 2023 – June 30, 2024) the following updates:

	·	Heritage and environmental surveys continue across Wonmunna, Lamb Creek and Iron Valley ahead of fiscal year 2025 (“FY25”) drilling. Exploration activities expected to commence in August 2024 across all three projects over a 10-month period.
	·	Full year shipments from the Pilbara Hub were 10.4M wet metric tonnes (“wmt”), at the higher end of full fiscal year guidance of 9.0 – 10.5M wmt.
	·	Full year FOB operating costs were A$74/wmt and within fiscal year 2024 guidance (A$67-A$77/wmt).

On January 30, 2025, Mineral Resources announced the following operating performance for the December quarter:

	·	Pilbara Hub shipments, comprised of ore from Wonmunna mine and Iron Valley mine exported via Port Hedland, were flat quarter-over-quarter, totalling 2.444M wmt shipped in the quarter.
	·	Quarterly FOB operating costs were expected to be in line with FY25 guidance of A$76-A$86/wmt.

Mineral Resources has proposed the addition of Lamb Creek, a greenfields mine (non-royalty linked) to form part of the Pilbara Hub that is expected to be blended with Wonmunna and Iron Valley ore and exported as a blended product at Utah Point. Based on operator disclosure, including Mineral Resources' annual report dated October 25, 2024, plus Vox management expectations, Lamb Creek is expected to commence production some time between late 2025 – 2027, subject to permitting approvals, brownfields exploration results and capital prioritisation. The proportion of future production from Wonmunna, Iron Valley and Lamb Creek in the Pilbara Hub blend is subject to ongoing assessments by Mineral Resources of the technical viability (including iron grade/content and chemical contaminants such as phosphorous, alumina and silica) and economic viability of each mine to contribute to a marketable and value-maximising blended iron ore product.

Wonmunna Mine

Mineral Resources achieved record production volumes at the Wonmunna mine in calendar 2024.

The Wonmunna mine has been producing at an annualised rate of 5 – 7Mtpa over the past two years. Based on current operator disclosure, Vox expects a similar range of production levels to continue over the next twelve months, with production volumes thereafter expected be more variable, subject to each of the factors identified in the “Pilbara Hub” sub-section above. These factors may also be influenced or offset by additional exploration success at Wonmunna, and Vox management notes that exploration drilling commenced in October 2024. Vox management reiterates its prior expectations for production to continue at Wonmunna into 2028, as set out in the Company’s news releases dated August 10, 2022.

In October 2024, Mineral Resources stated that geological reconnaissance and drill planning had begun for Wonmunna and Lamb Creek.

Bulong/Myhree (Operating - Australia) – 1.0% NSR

In May 2024, Black Cat announced an updated study on the broader Kal East gold project, indicating that initial production is expected to start from the Myhree and Boundary open pits, later transitioning to the Myhree Underground deposit. In a separate press release in May 2024, Black Cat announced the signing of an ore sale agreement with the nearby Paddington gold mill, expected to start in Q3 2024, and the execution of a term sheet with a mining services firm for the development and hauling of ore from the Myhree open pit.

Subsequently, in June 2024, Black Cat announced that development work had commenced at Myhree, which includes clearing the open pit and infrastructure areas, haul road construction, site setup and personnel onboarding.

In July 2024, Black Cat announced that mining had started and was advancing rapidly at Myhree, with the completion of site set-up and onboarding of personnel, 24-hour operations starting on July 25, 2024 and achieving Stage 1 of 2 within the open pit ahead of plan. First ore was mined on July 26, 2024, on track to be hauled to the Paddington gold mill in starting in September. The operator also said that the mine design is being reoptimized to factor in current gold prices.

Further, in August 2024, Black Cat stated that the Myhree open pit was now at 12.5m below surface and that approximately 30kt of ore had been mined to date, well ahead of plan. The first ore stockpile was hauled to the Paddington gold mill one month ahead of schedule. The operator also stated that an additional excavator is to be used to further expedite material movement.

In October 2024, Black Cat announced that the first gold doré from Myhree ore had been produced, following processing of the first ore batch at the Paddington gold mill. The company also announced a A$80 million raise to accelerate the development and expansion of their gold projects, including the build or acquisition of a standalone processing plant at Kal East, as well as further drilling and development.

In November 2024, Black Cat announced that a contract for the study of the expansion of the Kal East processing facility had been awarded, and engineering work had commenced in line with their project acceleration strategy including reoptimizing open pit and underground deposits to feed the expanded mill.

In December 2024, Vox received inaugural royalty revenue from Black Cat related to gold produced for Q3 2024 from the Myhree gold deposit and processed at the Paddington gold mill.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Brauna (Operating - Brazil) – 0.5% GSR

In February 2024, Golden Share Resources Corporation, currently undertaking a business combination transaction with Lipari Diamond Mines Ltd. (“Lipari”), provided an update on the Brauna mine, stating a transitioned focus from an open pit mine to an underground operation. Lipari conducted the initial blast of the mine portal below the Brauna 3 kimberlite (below the current open pit), which is expected to add four years of mine life. Lipari also completed a private placement to fund the commencement and development of the underground operations.

In June 2024, Lipari announced that open pit mine and engineering designs were complete for various future kimberlites (Brauna 7, 18 and 8-21), and that trial mining of these kimberlites was expected to commence in late 2025.

In December 2024, Golden Share Resources Corporation and Lipari announced the conditional approval of their listing application to the Cboe Canada Exchange following the completion of their transaction and planned rename to Lipari Mining Ltd. in 2025.

Otto Bore (Operating – Australia) – 2.5% NSR (applicable to production between 42koz – 100koz)

In January 2024, Northern Star indicated that mining activities for the Thunderbox mill focused on Thunderbox underground, Thunderbox open pits (including Otto Bore) and another satellite deposit. Similarly, in February 2024, Northern Star continued to flag the Otto Bore deposit as a potential mill feed source for fiscal year 2024 and fiscal year 2025.

During Q4 2024, the production hurdle was met and inaugural royalty revenue was recognized during the quarter.

In January 2025, Northern Star reported that mining was completed at the Otto Bore deposit at the end of December 2024; however, it expects processing of the ore stockpile to continue for the next 12-18 months, with Vox realizing revenue in accordance with the royalty contract.

Castle Hill (Operating – Australia), Kunanalling (Development – Australia) and West Kundana (Development – Australia) – Various royalty rates

In July 2024, Evolution stated that the Mungari expansion was on track, with A$63.9 million spent in the second quarter, allocating A$36.6 million to the Mill expansion, A$10.1 million to mine development, A$8.5 million to the Castle Hill camp, and A$3.4 million to the underground fleet.

In August 2024, Evolution provided a more detailed update on the Mungari 4.2 Project, stating that the mill expansion is now approximately halfway through the build period, with completion expected in Q1 2026. The operator also flagged both the Castle Hill and Kunanalling deposits as likely baseload open pit ore feed to the mill. Contractor involvement was on track, and the haul road to Castle Hill is now under construction. Evolution also highlighted the royalty-linked Ultrabark deposit in its disclosure for the first time.

In October 2024, Evolution provided a detailed update on their Mungari mine life extension and mill expansion project, stating that the Mungari 4.2 Project, is slightly ahead of schedule and within budget. Capital spend was ~A$60 million during the September quarter and remained within the approved capital budget of A$250 million. Construction of the Castle Hill village had commenced, and NRW Holdings Limited was awarded the Castle Hill open pit mining contract on October 8, 2024, a A$360 million contract scheduled to commence in November 2024 and expected to be completed by mid-2030, employing an average of 150 personnel.

Subsequently, in November 2024, Vox received inaugural royalty revenue from Evolution related to gold production from the Rayjax gold deposit on mining lease M15/1831. Ore from Rayjax is processed via the Mungari mill.

Koolyanobbing (Operating - Australia) – 2.0% FOB Royalty

In June 2024, Mineral Resources announced a decision to ramp down and temporarily cease operations of its Yilgarn Hub (which includes Koolyanobbing) by the end of 2024 based on the results of a comprehensive evaluation of its operations, citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025.

In July 2024, Mineral Resources stated that 1,758m across 19 holes had been drilled at Koolyanobbing South as part of their strategy to target near-pit extensions and green fields exploration.

In October 2024, Mineral Resources stated that exploration efforts were concentrated on advancing Direct Shipping Ore (“DSO”) targets through near-pit extensions and greenfield exploration. Detailed geological mapping and reconnaissance work was conducted across nearby JV DSO opportunities, including Koolyanobbing, Mt Jackson, Parker Range and Mt Finnerty.

Red Hill (Development - Australia) – 4.0% GRR

In May 2024, Northern Star announced a significant increase to Red Hill’s inferred mineral resource of 58% to 1.9 Moz Au (49.9Mt at 1.2g/t Au), representing an overall increase to both tonnage and average grade over the previous estimate from March 2023. Additionally, a maiden reserve of 0.6 Moz Au (15.9Mt at 1.1g/t Au) enabled by recent exploration drilling which increased confidence in the geological and grade continuity.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Northern Star also indicated that the selected mining method for the Red Hill deposit is conventional open pit mining, with material expected to be hauled by truck to the Fimiston Processing Plant at the KGCM operation, which is currently undergoing a major expansion.

Further drilling is expected to continue to test the current resource area for bulk potential below the Red Hill pit.

In August 2024, Northern Star provided additional detail around its strategy to expand yearly production rates at KGCM to 650koz Au by fiscal year 2026, and 900koz Au by fiscal year 2029. Northern Star’s strategy is underpinned by the ongoing A$1.5 billion expansion of the Fimiston Processing Plant, which is expected to see capacity increase from 13Mtpa to 27Mtpa. In a detailed site visit presentation, Northern Star disclosed that it views Red Hill as a “large, consistent, low risk” strategic regional opportunity, with ore from this deposit having the potential to be processed at the KCGM plant. Northern Star also stated expectations to preferentially treat higher-grade open pit ore. Additionally, the operator provided supplementary disclosure and further clarified the previously updated mineral resource estimate at Red Hill, classifying the gold resource into: 1.0Moz Au (25.6Mt @ 1.2g/t Au) in the Indicated category, plus 0.9Moz Au (24.3Mt @ 1.1g/t Au) in the Inferred category.

Plutonic East (Development - Australia) – Sliding-Scale Grade-Linked Tonnage Royalty

In June 2024, Catalyst Metals Ltd. (“Catalyst”) announced that first ore at Plutonic East gold project is expected in Q1 2025, stating that dewatering activities at the Plutonic East deposit were underway and progressing ahead of schedule. Over the last year, since Catalyst’s consolidation of the Plutonic belt, cut-off grades at Plutonic (main) were lowered significantly, therefore bolstering the company’s balance sheet and providing supportive operational data for Plutonic East. Catalyst expects to start rehabilitating the decline at Plutonic East in Q3 2024 while dewatering of the lower levels continues.

In August 2024, Catalyst stated that it has been re-estimating reserves and resources for all deposits across the Plutonic Gold Belt, with Plutonic East flagged as a potential near-term development target underpinning the Company’s organic growth plans. Catalyst also noted that due to the existing underground declines, relatively lower start-up costs are expected. An updated resource for Plutonic East UG was also released.

In September 2024, Catalyst provided three-year production guidance growing production from 100koz to 200koz, which includes approximately 25Koz annual production from Plutonic East in fiscal years 2026 and 2027. Catalyst expects to allocate A$31 million across various mine developments, with an additional A$25 million earmarked for exploration campaigns. Catalyst maintained that first ore from Plutonic East is expected during Q1 2025.

In October 2024, Catalyst announced that rehabilitation at Plutonic East continued, with underground grade control drilling scheduled to commence before year-end. The operator also stated that rehabilitation of the decline to the currently dewatered level had been completed. Catalyst also stated that a A$25 million exploration program is planned to commence in FY25, including in-mine exploration to extend the life of mine at Plutonic East as well as other non-royalty linked areas. According to Catalyst, as production starts at Plutonic East and K2, the in-mine drilling programs are expected to commence aiming to extend mine lives out to five years. Catalyst stated that annual gold production at Plutonic East is expected to ramp up to 25,000oz in fiscal year 2026.

In December 2024, Catalyst stated that first ore production was planned for Q1 2025. The mine's ore will complement output from the Plutonic underground mine, processed through the same facility. Development work, including dewatering, is on schedule and within budget, with underground grade control drilling underway following earlier surface drilling. Recent drilling highlights include high-grade gold intercepts such as 9m at 22.7g/t Au and 11m at 16.4g/t Au. Catalyst had previously outlined a A$31 million, three-year plan to double production across the Plutonic Gold Belt by developing three new mines.

Bowdens (Development – Australia) – 0.85% GRR on main orebody and 1.0% GRR on regional land package

In March 2024, Silver Mines Limited (“Silver Mines”) closed an oversubscribed financing, raising A$8 million, significantly higher than the originally planned raise of A$2 million. In February 2024, Silver Mines announced key catalysts for its projects, including the ongoing optimisation study (on track for mid-2024), final investment decision expected in late 2024, with potential for development to start by the end of the year.

In August 2024, Silver Mines stated that it is working towards the preparation and submission of a new development application for the project, with a defined power supply option. The optimisation study continues to be on track for completion in 2024, and is expected to demonstrate that the project has the potential to be developed and operated with even less environmental impact than the 2018 Feasibility Study design through a reduced footprint.

In December 2024, Silver Mines announced the results of an optimization study at Bowdens, which improved upon several metrics from the 2018 feasibility study, including: Increased ore reserves by 10%, potential projected production of 53Moz Ag, 92kt Zn and 67kt Pb over a 16-year mine life at a strip ratio of 1.5:1, and an estimated pre-tax NPV5 of A$528 million and an IRR of 27% at spot commodity pricing, with an initial capex estimate of A$303 million. Next steps include commencing detailed project funding discussions with potential partners, and the parallel completion of the work required to convert the latest optimisation study into a Definitive Feasibility Study (“DFS”). Silver Mines is expected to provide more detailed development and permitting timelines if and when it obtains a Development Consent from the NSW government.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Cardinia (Development – Australia) – 1.0% Gross Value of Sales (>10,000oz production)

On February 9, 2024, Kin Mining Ltd. (“Kin Mining”) announced the completed sale of certain gold deposits including the partially royalty linked Bruno-Lewis (formerly, Cardinia) deposit to Genesis Minerals Ltd. (“Genesis Minerals”) (originally announced in 2023).

In February, 2024, Genesis Minerals stated in a corporate presentation that the Bruno-Lewis open pit deposit is a key part of its corporate growth strategy to reach 300koz per annum production, and key to the expected eventual re-start of the Laverton mill.

Further, in March 2024, Genesis Minerals provided a 5-year growth plan, stating that Laverton could potentially be restarted in late 2025, with ore from Jupiter (non-royalty) and Bruno-Lewis as “baseload ore”, declaring a maiden probable reserve of 140koz Au (3.9Mt at 1.1g/t Au), with the potential to add ore from other feed sources. Additionally, Genesis stated that Bruno-Lewis is expected to begin mining in Q4 2025.

In April 2024, Genesis Minerals stated that mining is planned to commence at Bruno-Lewis from late 2025, supporting the expected sustainable restart of the currently idle 3Mtpa Laverton mill.

In July 2024, Genesis Minerals stated that drilling activities in the quarter had focused on the Bruno-Lewis open pit, among others.

In October 2024, Genesis stated that its FY25 exploration budget is A$20 million, with A$4.6 million invested on exploration activities in the July to September quarter focusing on the Gwalia underground, Bruno-Lewis open pit and Hub underground potential.

Horseshoe Lights (Development - Australia) – 3.0% NSR

In July 2024, Horseshoe Metals Limited (“Horseshoe Metals”) provided an update on their ongoing activities to support the restart of the Horseshoe copper-gold project, including ongoing and near-completion discussions with potential copper concentrate offtake partners. The operator also stated that new opportunities continued to be assessed, including a detailed review of regional exploration targets.

In November 2024, Horseshoe Metals announced an expansion of its Horseshoe Lights Copper-Gold Project. The project area has increased by 57 km² with the acquisition of tenement E52/4372, bringing the total project area to 340 km². This expansion includes potential new prospects. A review of historical exploration data revealed significant copper and gold anomalies east and southeast of the existing site. Horseshoe Metals plans to conduct site evaluations of gold targets in December 2024 and is reviewing additional regional copper and gold targets within a 200 km radius of Horseshoe Lights, with the potential for further regional consolidation.

Subsequent to year-end, in January 2025, Horseshoe Metals announced an agreement granting Melody Gold Pty Ltd (“Melody Gold”) an option to process gold surface materials at the project. Melody Gold, upon exercising the option, will receive a three-year exclusive license to process these materials, with an option to extend. The agreement includes monthly tonnage-based payments and a fixed monthly payment of A$50,000 once processing begins. The materials covered comprise various stockpiles and tailings resulting from previous mining activities. Horseshoe Metals retains the rights to all copper and mixed copper-gold surface materials, as well as all subsurface resources. The company has stated that it plans to use the proceeds from this agreement to advance its copper direct shipping ore strategy and is in discussions with potential partners for copper offtake funding.

Goldlund (Development – Canada) – 1.0% NSR below 50m shaft collar depth

In May 2024, Treasury Metals Inc. (“Treasury Metals”) announced a strategic combination with Blackwolf Copper and Gold (“Blackwolf”) to form a new growth-focused North American gold platform called NexGold Mining Corp. (“NexGold”). This collaboration brings together Treasury Metals' advanced Goliath Gold Complex in Ontario, which includes the partially royalty-linked Goldlund deposit, and Blackwolf's projects in Alaska and British Columbia. A feasibility study and permitting are underway at the Goliath Gold Complex.

In August 2024, NexGold commenced the first phase of a 25,000m drill campaign at the Goliath Gold Complex, focusing on strike extensions at Goldlund, as well as the targets between Goliath and Goldlund. In a subsequent release, NexGold stated that early results from the drilling campaign had been showing significant new mineralization, and decided to expand the exploration program to target the northeast sector of the Goldlund claim block, which has little historical exploration. The company is targeting a feasibility study for Q1 2025, and an eventual construction decision in Q3 2025.

Also, in August 2024, NexGold signed a new relationship agreement with the Wabigoon Lake Ojibway Nation for improved participation in the Goliath Gold Complex, replacing a prior memorandum of understanding signed in 2011.

On October 10, 2024, NexGold announced its intention to merge with Signal Gold Inc and in December 2024 the two companies completed a plan of arrangement, with NexGold resulting as the surviving company.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Kenbridge (Development – Canada) – 1.0% NSR (full buyback for C$1.5 million)

In May 2024, Tartisan Nickel Corp. (“Tartisan”) announced that baseline environmental studies are underway at the Kenbridge nickel-copper project. In the same press release, the company announced that it had acquired additional claims for the Kenbridge project.

In October 2024, Tartisan provided an update on the Kenbridge project's all-season access road, reporting the completion of 5.8kms of initial road work, including brushing, ditching, culvert installation, and gravelling. A significant milestone was the installation of a temporary 50-foot steel bridge over the Atikwa River, facilitating safe passage for personnel and equipment and improving access for local First Nations communities.

In November 2024, the company closed a C$1.5 million flow-through financing. The proceeds are expected to be used for the exploration and development of the Kenbridge project.

Abercromby Well (Development – Australia ) – 2% NSR (10% interest) once 910klb U produced

In March 2024, Toro Energy Limited (“Toro Energy”) released an updated mineral resource, lifting the Centipede-Millipede uranium resource by 25% and the vanadium resource by 17%.

In July 2024, Toro Energy stated that it is nearing completion of the design phase for a pilot plant at its Wiluna Uranium Project, with operations expected to start in the second half of 2024. The plant is expected to test ore from three uranium deposits—Lake Maitland, Lake Way, and Centipede-Millipede. Toro's optimization work is aimed at expanding the Lake Maitland operation by integrating resources from the other deposits.

In October 2024, Toro Energy stated that the mineral resources at Wiluna project had expanded by 17% thanks to a new cut-off grade, and announced the design phase for the previously announced pilot plant was nearing completion.

Higginsville (Development – Australia) – A$0.87/gram gold ore milled

In August 2024, Westgold Resources Limited and Karora Resources Inc. merged to create a mid-tier gold producer, dual listed on the TSX and ASX.

Bullabulling (Development - Australia) – A$10/oz gold royalty (>100Koz production)

Subsequent to year-end, in January 2025, ASX-listed, Minerals 260 Limited (“Minerals 260”), announced that the company entered into a binding agreement to purchase Bullabulling from Norton Gold Fields Pty Ltd., a wholly owned subsidiary of Zijin Mining Group Co., Ltd. (“Zijin”). The transaction includes cash consideration of A$156.5 million plus A$10 million of Minerals 260 shares. Bullabulling is one of the largest undeveloped, open pit gold projects in Australia, with a resource consisting of 1.4Moz Indicated and 0.9Moz Inferred. The project is located on granted mining leases and benefits from existing on-site infrastructure, such as a camp, offices, refuelling tanks and other buildings. Minerals 260 is expected to kick off an 80,000m drilling campaign at Bullabulling immediately after closing the acquisition in Q2 2025, focused on numerous known exploration targets throughout the property.

Lynn Lake (MacLellan) (Feasibility – Canada) – 2.0% GRR (post initial capital recovery; royalty covers only a portion of the MacLellan deposit and not all project reserves and resources disclosed by Alamos Gold Inc.)

In January 2024, Alamos Gold Inc. (“Alamos”) stated that the Lynn Lake project is expected to support its expanding production profile, with construction expected to start in 2025 and first production from the project expected as early as the second half of 2027.

In February 2024, Alamos reported its 2023 Year-End Mineral Reserves and Resources, notably increasing reserves by 13% to 2.3Moz (proven and probable; 47.6Mt at 1.52g/t) at Lynn Lake, partly attributed to exploration spend of $9M over the course of 2023. The latest National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report for the asset (issued August 2, 2023) reflects reserve growth and outlined a larger, longer-life, lower-cost operation with significant upside potential via a number of satellite deposits in close proximity to the planned mill.

In July 2024, Alamos reported development spending (excl. exploration) of $2.6M in Q2 2024, primarily driven by detailed engineering which is stated to be 85% complete. Alamos stated that its focus for the remainder of the year is on derisking and advancing the project ahead of an expected construction decision in 2025. Significant exploration continues to advance at the project, focusing on conversion of resources to reserves as well as other infill drilling.

Subsequent to year-end, on January 13, 2025, Alamos announced a positive construction decision on the Lynn Lake project. Lynn Lake is expected to drive additional growth for Alamos, with a projected production date of 2028. The project is expected to produce 2.2Moz over a 17-year mine life, including average production of 176koz per year for its first ten years at first quartile mine-site AISC. Alamos has updated its 3-year capex guidance to include Lynn Lake growth capital of $100-120M in 2025, $250-275M in 2026 and $235-260M in 2027. The 2025 capital is expected to be allocated to access road upgrades, camp construction, bulk earthworks, and orders for long lead-time items. Development activities are expected to ramp up significantly through 2025, including near-mine and regional exploration throughout the 58,000ha land package, with targets identified near the planned MacLellan mill.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

South Railroad (Feasibility – United States of America) – 0.633% NSR plus advance minimum royalty payments

On January 16, 2024, Orla Mining Ltd. (“Orla”) announced the following:

	·	Guided to a C$20 million exploration and development project at South Railroad, with half allocated towards exploration, and C$8.5 million expected to be spent on advancing the project permitting, engineering and administrative activities.
	·	Drilling continued to focus on infill to support upgrading resources and testing pit extensions.

In March 2024, Orla provided an update on its exploration activities at the South Railroad project, providing updates from the 2023 infill and extension drilling (~2,500m). The company encountered new oxide intersections in step-out drilling at Pinion and Dark Star, while successfully confirming modeled grade, continuity of mineralization via its infill drill program.

In May 2024, Orla stated that permitting activities were ongoing, with construction expected to start in 2026.

In August 2024, Orla provided an update, stating that a 23,000m drill program aimed at testing extension potential of known oxide deposits as well as advancing satellite mineralization zones and exploring new targets was underway and expected to carry on throughout the year. The company also provided a permitting update, stating that baseline environmental data continued to be carried out, and that Orla is currently expanding on this workstream to allow flexibility in project planning when working with the Bureau of Land Management. Next steps include public scoping meetings. Orla expects the permitting process to continue through 2025.

In October, 2024, Orla provided an exploration and permitting update for its South Railroad Project. Orla is finalizing Supplemental Environmental Reports required by the U.S. Bureau of Land Management, aiming to publish a Notice of Intent in early 2025, with a target for a Record of Decision by mid-2026. If approved, construction is expected to commence, with first gold production anticipated in 2027. Recent drilling at the Dark Star and Pinion deposits extended oxide gold mineralization beyond the projected open pit boundaries, indicating potential for resource expansion and mine life extension. Notably, at the Dark Star deposit, oxide gold mineralization was extended 75m down dip and 85m along strike, with significant sulphide mineralization also encountered at depth. At the Pinion deposit, drilling confirmed continuity and enhanced grade southeast of the projected open pit, suggesting that gold mineralization remains open in that direction. The drill program announced in August 2024 remains ongoing.

Sulphur Springs (Feasibility – Australia) – A$2.00/t PR (capped at A$3.7M) and a $0.80/t PR on Kangaroo Caves (part of the combined project)

In March 2024, Develop Global Ltd. (“Develop Global”) and Anax Metals Ltd. (“Anax”) announced the start of a scoping study to evaluate the treatment of high-grade oxide/transitional ores from Sulphur Springs at the Whim Creek heap leach project (a fully-permitted joint venture). These additional oxide/transitional ores sit outside of the current mine plan from the June 2023 DFS and could represent a new revenue stream for the joint venture.

In May 2024, the operator guided towards a January 2026 start date of construction, and expectations for first revenue in Q3 2028. In a separate announcement, also from May 2024, Anax reported successful heap leaching tests on Sulphur Springs ore, showing high recoveries for both copper and zinc. These results indicate the potential feasibility of using Whim Creek's infrastructure for processing, which could enhance the economic prospects of the joint venture's projects.

In July 2024, Anax announced positive heap leach results from Sulphur Springs ore outside of the 2023 DFS. A scoping study is expected to be completed by Anax in Q4 2024.

In October 2024, Develop Global announced that reconnaissance geological mapping and rock-chip sampling was completed across several tenements, with results to be incorporated into geological models to inform future exploration work. The company also stated that several optimisation studies are underway, including early access mine plan, infrastructure and processing plant design.

Ashburton (Advanced Exploration – Australia) – 1.75% NSR above 250,000oz of cumulative production

On February 6, 2024, Kalamazoo Resources Limited (“Kalamazoo”) announced that the company entered into an exclusive 12 to 18 month option agreement (A$3 million option fee, plus A$30 million option exercise price) with De Grey Mining Limited (“De Grey”). Details include:

	·	De Grey plans to review all historical exploration data, complete metallurgical and geotechnical drilling and testwork, and carry out open pit optimisations during the option period.
	·	According to the De Grey RIU Conference investor presentation dated February 2024, the Ashburton project has “Potential to truck a high-grade gold concentrate to the Hemi pressure oxidation plant for processing.”

In May 2024, De Grey announced an A$600 million raise to help fund the build of its Hemi mine, also earmarking $130M for regional exploration and studies at regional projects, including Ashburton.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

In July 2024, De Grey:

	·	Released the results of a regional scoping study, which is an initial evaluation to test the potential of deposits around the Hemi gold project. De Grey noted that if additional autoclave capacity is required, the associated costs may be offset by treating additional ore from Ashburton project, among others.
	·	Stated that diamond drilling to source sample materials for metallurgical testwork was being undertaken at Ashburton as part of the option agreement executed with Kalamazoo.

In August 2024, Kalamazoo provided an update on the progress at Ashburton, stating that the drilling campaign was progressing steadily.

In October 2024:

	·	De Grey stated that planned metallurgical drilling at Ashburton was completed in September, including 10 holes for a total of 2,152m. Other due diligence studies such as the compilation and re-analysis of historical drill core and sample pulps and other geotechnical studies are stated to be in progress.
	·	Kalamazoo stated that upon being notified of the completion of due diligence at Ashburton by De Grey, Kalamazoo had granted De Grey exclusivity until February 2025, with the right to extend for a further 6 months to complete all due diligence studies while assuming all deferred consideration and royalty obligations at Ashburton.

In December 2024, De Grey announced that it had entered into a binding agreement whereby Northern Star will acquire 100% of De Grey via a scheme of arrangement for approximately A$5 billion on a fully diluted basis. On closing of the transaction, the Ashburton project will be another royalty that Vox holds over a Northern Star project.

Libby / Montanore (Advanced Exploration – United States of America) – $0.20/ton royalty

In March 2024, Hecla Mining Company (“Hecla”) stated its permitting and development strategy for the Libby (formerly Montanore) copper and silver project, consisting of an expedited authorization for underground evaluation and data collection via existing infrastructure, with a focus on permitting additional underground evaluation work on private land within the existing exploration site.

On July 11, 2024, Hecla stated that a claim filed by various parties against the Montana Department of Environmental Quality, arguing against the renewal and issue of exploration and mining permits for the Libby project, was dismissed by the Montana First Judicial District Court. Hecla has submitted a Plan of Operations to the U.S. Forest Service which is now under review.

Pedra Branca (Advanced Exploration – Brazil) – 1.0% NSR

In May 2024, ValOre Metals Corp. (“ValOre”) provided a project update, stating a strategy to prioritise targets with the shortest development timelines and highest operating margins. Planned 2024/2025 actions include advanced metallurgical studies, completing a marketability study for a PGE concentrate, additional drilling, updating its latest technical report for the project, releasing a Preliminary Economic Assessment, commencing permitting and defining timeline to production.

In August 2024, ValOre announced the start of a detailed geophysics program at the Salvador Target area of the Pedra Branca project. Additionally, a drilling and trenching program was outlined for the Salvador Target.

In October 2024,

	·	ValOre announced the closing of an upsized non-brokered private placement, raising approximately C$4.1 million. The proceeds are intended for exploration expenses at the Pedra Branca Project in northeastern Brazil, and for general working capital.
	·	ValOre announced high-grade PGE findings from their Boa Vista target at the Pedra Branca Project. Notably, auger drilling revealed 5m of mineralization averaging 6.58 g/t 2PGE+Au from surface level, including 2 meters at 11.96 g/t 2PGE+Au. Additionally, rock samples returned assays as high as 21.32 g/t. These results highlight the potential of the Boa Vista target, situated along a 20-kilometer trend. ValOre has stated that it plans to conduct further mapping and drilling in this area as part of a broader exploration program.

In November 2024, ValOre announced potential 2025 and 2026 catalysts for Pedra Branca, including an inferred resource update expected in Q3/Q4 2025 and a revised PEA in Q1 2026.

Bulgera (Advanced Exploration - Australia) – 1.0% NSR

In January 2024, Norwest Minerals Limited (“Norwest”), as part of its 2023 year-end report, stated that strong gold price projections are attracting significant interest to the Bulgera and Marymia project package, with new layout designs expected to significantly improve environmental aspects of future mining. The company has commissioned a study to determine the economics of mining and delivering Bulgera ore to the Plutonic Gold plant.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

In April 2024, Norwest released a mineral resource statement update which saw significant increases by utilizing a lower cut-off grade to account for recent gold price increases. The press release highlighted over 2Mt of oxide waste dumps, while stating that a mining license application had been submitted. The operator also stated that it anticipates further resource expansion from near surface and deeper drilling targets.

British King (Advanced Exploration – Australia) – 1.25% NSR

In June 2024, Central Iron Ore Ltd. (“Central Iron”) commenced its next phase of exploration at the British King Project in Western Australia, which includes the drilling of 39 reverse circulation and 4 diamond drill holes over a 7-week period to enhance the resource evaluation of known gold mineralization. The campaign aims to increase drill hole density and provide valuable mineralogical and metallurgical samples.

In September 2024, Central Iron announced that another phase of exploration had begun in late August 2024, comprising of a 2,168m drill program, 42 reverse circulation and 4 diamond drill holes. The diamond drill holes are expected to be dedicated to testing the primary British King lode, providing mineralogical and metallurgical samples.

In November 2024, Central Iron announced that the British King mineral resource is currently being updated to include the results of recently completed drilling, which confirmed high-grade gold mineralization across various prospects. The company reiterated that it intends to commence a diamond drilling campaign to complete volume, structural, metallurgical and petrographic test work.

Kookynie (Wolski) (Advanced Exploration – Australia) – A$1/t ore PR (>650Kt ore mined and treated) and a A$1/t ore PR (with gold grade escalator)

In May 2024, Asra Minerals Limited (“Asra”) announced that it had secured a 70% stake in the Kookynie East Gold Projects from Mr. Zygmund Wolski and affiliated entities. The company also raised A$2.2 million through a share placement to fund exploration activities and cover transaction costs. The company stated that resource confirmation drilling was underway at the royalty-linked Sapphire and Orion deposits in July and August 2024.

In July 2024, Asra performed a historical data review of the Orion/Saphire deposit, noting that previous intercepts included 6m @ 166 g/t gold from 135m, including 4m at 248.8 g/t gold (RC637) and 7m @ 20.5 g/t gold from 10m (RC079). This data was used to define a near-surface Inferred mineral resource estimate in November 2019 of 48,000oz at 2.2 g/t gold. As part of the data compilation and assessment during the quarter, the exploration team identified open mineralisation along strike and at depth.

In August 2024, Asra launched a major drilling campaign at Kookynie, with the initial phase consisting of drilling at Sapphire, Orion and Gladstone, targeting the confirmation of existing high-grade intersections. A planned second phase of exclusively diamond drilling is expected to commence immediately following phase one in order to confirm high-grade targets at Orion and Sapphire exclusively. A planned third phase comprises an extensive aircore drilling program with 8,000m drilled across the project.

In October 2024, Asra released drill results from Kookynie East, including drill holes at each of Sapphire, Orion and Gladstone, all intersecting the targeted mineralised structure and returning significant gold grades, demonstrating the extension of mineralisation at both Orion and Sapphire approximately 30m below previously drilled intercepts and validating the presence of gold grades at depth as indicated by historical intersections.

Estrades (Advanced Exploration - Canada) – 2.0% NSR

In July 2024, Galway Metals Inc. announced that it had commenced a NI 43-101 mineral resource estimate and concurrent metallurgical test program at its Estrades property, identifying areas of improvement after completing two internal scoping studies and in order to reflect current metal prices.

Subsequent to year-end, in January, 2025, Galway Metals Inc. announced positive metallurgical testwork results for Estrades and a stated intention to complete a scoping study at Estrades.

Brightstar Alpha (Advanced Exploration – Australia) – 2.0% GRR

In November 2024, Brighstar Resources Limited stated that a DFS for the potential restart and upgrade of the Brightstar mill was underway, as part of a potential restart of the Laverton hub.

Hawkins - (Advanced Exploration - Canada) – 0.5% NSR

In December 2024, E2Gold Inc. (“E2Gold”) announced a 1,500m drilling program at its Hawkins Gold Project in North-Central Ontario, targeting step-out areas of the McKinnon Zone Inferred Resource. The initiative is expected to explore deeper sections below high-grade gold zones and previously untested high-grade surface prospects extending up to 3km east along strike. Additionally, E2Gold stated that it secured up to C$200,000 in funding from the Ontario Junior Exploration Program to support these exploration activities.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Millrose (Advanced Exploration – Australia) – 1.0% GRR

In February 2024, Northern Star completed the acquisition of the Millrose gold project from Strickland Metals Ltd. for A$61 million. The Millrose project is another royalty that Vox holds over a Northern Star project.

Beschefer (Exploration – Canada) – 0.6% NSR

In February 2024, Abitibi Metals Corp. (“Abitibi Metals”) provided an outlook for 2024 and stated that approximately 3,000m of drilling were planned for the Beschefer Gold Project in Q1 2024. Abitibi Metals further stated that it is positioned to complete the option agreement and control 100% of the project in 2024.

In April 2024, Abitibi Metals commenced a 10-hole, 2,975m drill program at the Beschefer Gold Project to expand mineralized zones, with previous high-grade intersections including 55.63 g/t gold over 5.57m.

In July 2024, Abitibi Metals announced drilling results at Beschefer from the initial 2,325m out of a 4,000m planned drilling campaign, including 1.05 g/t gold over 15.15m, 1.48 g/t gold over 14.55m and 1.46 g/t gold over 6.0m, as part of their efforts to expand the orebody to the northeast.

Outlook2

2024 Guidance

The operational performance of the Vox portfolio during the year was generally in line with management expectations. On March 7, 2024, Vox estimated that 2024 royalty revenue guidance would be in the range of $11 million to $13 million. For the year ended December 31, 2024, Vox’s royalty revenue totalled $11,047,763.

2025 Guidance

For 2025, Vox estimates royalty revenue to total $12 million to $14 million.

Management’s 2025 outlook on royalty revenue is based on publicly available information of the owners or operators of projects on which the Company has a royalty 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 2025 royalty revenue 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 actual royalty revenue for 2025 will be in the range set forth above. In addition, management may or may not revise our 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.

Key growth assets for the Company for 2025 include, based primarily on public disclosure of third-party operators:

	·	The Binduli North gold heap leach project in Western Australia, which officially opened in Q3 2022 and continues to be optimised by Zijin and where Vox holds an A$0.50/t royalty over material from the Janet Ivy mining lease.
	·	The Bulong 1.0% NSR gold royalty in Western Australia, with operator Black Cat commencing production in Q3 2024 at the Myhree open pit.
	·	The Castle Hill A$40/oz gold royalty in Western Australia, with operator Evolution commencing small-scale production in Q3 2024 at the Rayjax open pit prior to commencement of larger-scale mining at the Castle Hill open pit deposit in 2026.
	·	The Otto Bore 2.5% NSR gold royalty (on cumulative 42Koz-100Koz production) in Western Australia, where Northern Star reached the 42Koz hurdle in Q4 2024, with inaugural royalty revenue recognized during the quarter and ore stockpile processing ongoing.

Over the coming two to three years, the Company expects growth to be fuelled by:

	·	The Red Hill 4.0% GRR gold royalty in Western Australia, which continues to be actively drilled by Northern Star and which was classified as being at Feasibility stage and a potential ore source for the Fimiston plant.
	·	The Plutonic East sliding scale gold royalty in Western Australia, where operator Catalyst has commenced dewatering and rehabilitation of the Plutonic East underground infrastructure.
	·	The Cardinia 1.0% GRR gold royalty (>10koz), which is expected to commence mining in Q4 2025 based on operator disclosure from Genesis Minerals.
	·	The Horseshoe Lights 3.0% NSR copper and gold royalty, where Horseshoe Metals is exploring near-term cash flow opportunities to be unlocked from extensive gold and copper surface stockpiles.
	·	The Puzzle Group deposits which are a potential ore source for Genesis’ Leonora operations.
	·	The Sulphur Springs copper-zinc project which is being studied as both a feasibility-stage underground sulphide operation by Develop Global and a scoping-stage oxide heap leach operation by Anax.

_________________________________

2 Statements made in this section contain forward-looking information. Reference should be made to the “Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements, please see the “Risk Factors” section in the most recent AIF and Form 40-F available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov, respectively.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Additional Opportunities

Although the Company is primarily focused on building its portfolio of royalties, Vox management believes that there may be opportunities to maximize the value of its assets through (i) the sale, assignment or transfer of certain royalties, or the right to acquire certain royalties, to third parties, (ii) the licensing of certain intellectual property, such as non-core mineral royalty data contained in the Company’s MRO database, (iii) the acquisition of equity interests in special purpose vehicles or other entities which hold a mining royalty or mining royalties, or (iv) other strategic opportunities, with or without third party involvement. Vox is committed to maximizing per share shareholder value and will consider creative opportunities to achieve this commitment as the royalty sector evolves.

Asset Portfolio

As of the date of this MD&A, Vox owns 69 royalty assets spanning six jurisdictions, including 51 royalty assets in Australia and 11 in North America.

The following table summarizes each of Vox’s royalty assets as of the date of this MD&A:

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator
Janet Ivy	A$0.50/t royalty	Gold	Australia	Producing	Zijin Mining Group Co., Ltd. (Norton Gold Fields Pty Ltd.)
Otto Bore	2.5% NSR (on cumulative 42,000 – 100,000 oz production)	Gold	Australia	Producing	Northern Star Resources Ltd.
Wonmunna	1.25% to 1.5% GRR (>A$100/t iron ore)	Iron ore	Australia	Producing	Mineral Resources Limited
Koolyanobbing (part of Deception & Altair pits)	2.0% FOB Revenue	Iron ore	Australia	Producing	Mineral Resources Limited
Brauna	0.5% GRR	Diamonds	Brazil	Producing	Lipari Mineração Ltda.
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.
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 Pty Ltd.
South Railroad	0.633% NSR + advance royalty payments	Gold	United States	Development	Orla Mining Ltd.
Bullabulling	A$10/oz gold royalty (>100Koz production)	Gold	Australia	Development	Zijin Mining Group Co., Ltd. (Norton Gold Fields Pty Ltd.)
Lynn Lake (MacLellan)(2)	2.0% GPR (post initial capital recovery)	Gold	Canada	Development	Alamos Gold Inc.
Horseshoe Lights	3.0% NSR	Gold, copper	Australia	Development	Horseshoe Metals Ltd.
Limpopo (Dwaalkop)	1.0% GRR	Platinum, palladium, rhodium, gold, copper and nickel	South Africa	Development	Sibanye Stillwater Ltd.
Limpopo (Messina)	0.704% GRR	Platinum, palladium, rhodium, gold, copper and nickel	South Africa	Development	Sibanye Stillwater Ltd.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator
Goldlund	1.0% NSR (>50m depth from shaft collar)	Gold	Canada	Development	NexGold (formerly Treasury Metals Inc.)
Plutonic East	Sliding scale tonnage royalty with grade escalator	Gold	Australia	Development	Catalyst Metals Ltd.
Kunanalling	2% realised production post 75koz from Castle Hill	Gold	Australia	Development	Evolution Mining Ltd.
Cardinia (Lewis deposit)	1% GRR (>10koz)	Gold	Australia	Development	Genesis Minerals Ltd.
Kookynie (Melita)	A$1/t ore PR (>650Kt ore mined and treated)	Gold	Australia	Development	Genesis Minerals Ltd.
Bowdens	0.85% GRR	Silver-lead-zinc	Australia	Development	Silver Mines Limited
Pitombeiras	1.0% NSR	Vanadium, Titanium, Iron Ore	Brazil	Development	Jangada Mines plc
Uley	1.5% GRR	Graphite	Australia	Development	Quantum Graphite Limited
Sulphur Springs	A$2/t ore PR (A$3.7M royalty cap)	Copper, zinc, lead, silver	Australia	Development	Develop Global Limited
Kangaroo Caves	A$2/t ore PR (40% interest)	Copper, zinc, lead, silver	Australia	Development	Develop Global Limited
Kenbridge	1.0% NSR (buyback for C$1.5M)	Nickel, copper, cobalt	Canada	Development	Tartisan Resources
Abercromby Well	2.0% NSR x 10% interest (>910klb U3O8 cumulative production)	Uranium	Australia	Development	Toro Energy Limited
El Molino	0.5% NSR	Gold, silver, copper and molybdenum	Peru	Advanced Exploration	China Minmetals / Jiangxi Copper
British King	1.25% NSR	Gold	Australia	Advanced Exploration	Central Iron Ore Ltd
Brightstar Alpha	2.0% GRR	Gold	Australia	Advanced Exploration	Brightstar Resources Limited
Pedra Branca	1.0% NSR	Nickel, copper, cobalt, PGM’s, Chrome	Brazil	Advanced Exploration	ValOre Metals Corp.
Libby / Montanore	$0.20/ton	Silver, copper	United States	Advanced Exploration	Hecla Mining Company
Hawkins	0.5% NSR	Gold	Canada	Advanced Exploration	E2 Gold Inc.
Ashburton	1.75% GRR (>250Koz)	Gold	Australia	Advanced Exploration	Kalamazoo Resources Limited (subject to A$33M option to De Grey Mining Ltd, in turn subject to acquisition by Northern Star)
Millrose	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	Zygmund Wolski (subject to potential acquisition by Asra Minerals Ltd)
Beschefer	0.6% NSR (partial buyback)	Gold	Canada	Exploration	Abitibi Metals Corp.
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
Halls Creek / Mt Angelo North	1.5% NSR	Copper, Zinc	Australia	Advanced Exploration	AuKing Mining (Operator), Cazaly Resources (JV Partner)

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Asset	Royalty Interest	Commodity	Jurisdiction	Stage	Operator
Broken Hill	2.0% NSR	Copper, Cobalt, Rare Earths	Australia	Advanced Exploration	New Frontier Minerals Ltd. (formerly, Castillo Copper 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.
Estrades	2.0% NSR	Gold, zinc	Canada	Advanced Exploration	Galway Metals Inc.
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.
Kookynie (Consolidated Gold)	A$1/t ore PR (with gold grade escalator(3))	Gold	Australia	Exploration	Arika Resources Limited & Genesis Minerals Ltd.
Green Dam	2.0% NSR	Gold	Australia	Exploration	St. Barbara Limited
Holleton	1.0% NSR	Gold	Australia	Exploration	Ramelius Resources Limited
Yamarna	A$7.50/oz discovery payment	Gold	Australia	Exploration	Gold Road Resources Ltd.
West Kundana	Sliding scale 1.5% to 2.5% NSR	Gold	Australia	Exploration	Evolution Mining Ltd
West Malartic (Chibex South)	0.66% NSR	Gold	Canada	Exploration	Agnico Eagle Mines Limited
Bulgera	1.0% NSR	Gold	Australia	Advanced Exploration	Norwest Minerals Limited
Comet Gold	1.0% NSR	Gold	Australia	Exploration	Accelerate Resources Ltd.
Mount Monger	1.0% NSR	Gold	Australia	Exploration	MTM Critical Metals Ltd.
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 Metals Group Ltd.
Mt Samuel	2.0% NSR	Gold, copper, bismuth	Australia	Exploration	Emmerson Resources Limited
True Blue	2.0% NSR	Gold, copper	Australia	Exploration	Emmerson Resources Limited
Tinto	2.0% NSR	Gold, copper	Australia	Exploration	Emmerson Resources Limited
Aga Khan	2.0% NSR	Gold, copper	Australia	Exploration	Emmerson Resources Limited
The Trump	2.0% NSR	Gold, copper	Australia	Exploration	Emmerson Resources Limited
Conditional Royalties
Brits(4)	1.4% GSR(4)	Vanadium	South Africa	Development	Sable Exploration and Mining Limited(4)
Thaduna(5)	1.0% NSR	Copper	Australia	Exploration	Stanifer Pty Limited(5)

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)	During Q2 2024, Bushveld Minerals Limited informed the Department of Mineral Resources and Energy in South Africa (the “DMRE”) that it will not be proceeding with its mining application for the Brits project. During Q2 2024, Vox entered into an agreement with Sable Exploration and Mining Limited (“Sable Exploration”) granting Vox an uncapped 1.4% GSR royalty over the same land package as the original 1.75% GSR Brits royalty. During Q2 2024, Sable Exploration submitted a prospecting right application to the DMRE and awaits a notice of approval from the DMRE. The 1.4% GSR Brits royalty is contingent upon the prospecting right being granted to Sable Exploration by the DMRE, which Vox management expects will be delivered to Sable in calendar 2025.
	(5)	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 and awaits a notice of approval. The 1% NSR Thaduna royalty is contingent upon Stanifer’s application being granted by DMIRS, which Vox management expects will be delivered to Stanifer in calendar 2025.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

The following map shows the geographic location of the projects underlying the Company’s royalties and the stage of the underlying projects.

Notes:

	1.	Development assets include: mining study completed (PEA/PFS/feasibility), care & maintenance, toll‑treatment, based on public filings.
	2.	“Near term potential” producing asset count includes currently producing, construction/feasibility/restart stage assets from public filings.
	3.	Royalty count may fluctuate based on the contractual interpretation applied by the parties to various royalty contracts from time to time.

Summary of Annual Results

The following selected historical financial data was prepared under IFRS:

	December 31, 2024	December 31, 2023	December 31, 2022
	$	$	$
Statement of income (loss)
Revenues	11,047,763	12,310,594	8,508,105
Gross profit	7,914,825	9,978,660	6,664,087
Operating expenses	6,820,676	8,249,712	6,214,749
Net income (loss)	(1,649,082)	(101,112)	328,179
Basis earnings (loss) per share	(0.03)	(0.00)	0.01
Diluted earnings (loss) per share	(0.03)	(0.00)	0.01
Dividends declared per share	0.048	0.044	0.02

Statement of Financial Position
Total assets	51,381,324	52,706,609	41,805,456
Total non-current liabilities	5,426,450	4,878,989	3,416,712

Statement of Cash Flows
Net cash flows from operating activities	5,459,150	5,271,090	2,047,169
Net cash flows used in investing activities	(3,155,851)	(5,332,731)	(2,640,222)
Net cash flows from (used in) financing activities	(2,866,837)	5,250,936	(395,280)

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

Operating results herein are discussed primarily with respect to the comparable period in the prior year. The “12M 2024” refers to the twelve-month period ended December 31, 2024 and the “comparable period” or “12M 2023” refers to the twelve-month period ended December 31, 2023.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Revenue

Revenue for 12M 2024 was $11,047,763 compared to revenue of $12,310,594 in the comparable period. The change in revenue was primarily driven by:

	·	Wonmunna iron ore royalty: an increase of ~$1M in royalty revenue in 12M 2024, which was primarily a result of (i) an increased amount of ~1.6Mdmt of iron ore shipped in 12M 2024, and (ii) a ~12% decline in iron ore sales price in 12M 2024 compared to 12M 2023.
	·	Janet Ivy gold royalty: an increase of ~$450K in royalty revenue in 12M 2024 compared to 12M 2023, driven by the continued ramp up of production at the project, after completion of the Binduli North heap leach expansion project in 2023.
	·	Segilola gold royalty: reached its $3.5 million revenue cap in Q2 2023, resulting in ~$900K of royalty revenue in 12M 2023 vs. $nil in 12M 2024.
	·	Koolyanobbing iron ore royalty: a decrease of ~$600K in royalty revenue in 12M 2024 compared to 12M 2023. In June 2024, Mineral Resources announced a decision to ramp down and temporarily cease operations of its Yilgarn Hub (which includes Koolyanobbing) by the end of 2024 based on the results of a comprehensive evaluation of its operations, citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025.
	·	Puzzle Group gold deposits royalty: inaugural revenue of ~$1.3M was recognized in Q3 2023, which was triggered by maiden mineral reserves declared for the Puzzle Group gold deposits. No additional revenue from the Puzzle Group gold deposits royalty was received during 12M 2024.

Operating Expenses

Operating expenses for 12M 2024 were $6,820,676, down from $8,249,712 in the comparable period. The decrease in expenditures was primarily related to the following:

·	Reduction in professional fees expenditures during the period of $297,687.
·	Reduction in corporate administration expenditures of $101,990.
·	Decrease in project evaluation expenditures of $118,166.
·	Increase in salaries and benefits and director fees of $92,621.
·	Increase in share-based compensation expense of $477,159.
·	The comparable period also included:
	o	TSX up-listing fee expenditures of $143,767.
	o	An impairment charge of $1,500,000 on the Alce, Jaw, Phoebe, Cart and Colossus exploration royalties in Peru, reducing the carrying value of the assets to $nil, which was a result of the operator of the projects not renewing all or substantially all of the relevant mining claims and therefore, the Peruvian Ministry of Energy and Mining extinguished the mining concessions. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects in Peru.
	o	An impairment reversal on the British King gold royalty of $250,000. In connection with the legal settlement of a dispute among the prior operator, new operator and SilverStream SEZC: (i) the historical 1.5% NSR on the first 10,000oz produced and 5.25% gold stream thereafter originally granted to SilverStream by the prior operator was extinguished; and (ii) a new 1.25% NSR gold royalty interest was assigned to Vox Royalty Australia Pty Ltd. by the prior operator in connection with the transfer of the project from the prior operator to the new operator.

Other Income and Expenses

Other expenses for 12M 2024 was $118,118 vs. income of $683,998 in the comparable period. The decrease in income was primarily related to the following:

	·	Increase in interest income earned in 12M 2024 of $83,898 compared to 12M 2023.
	·	Increase in foreign exchange expense of $125,494 during 12M 2024.
	·	Facility expenditure of $315,304 in 12M 2024 vs. $nil in the comparable period. The expense during the period comprised (i) interest expense of $89,296, and (ii) amortization expense for the fees to set up the Facility of $226,008.
	·	Income related to the fair value change in warrants of $445,216 during 12M 2023 vs. no income charge in the current year. The income recorded during the comparable period was primarily a result of the decrease in the Company’s share price at the end of 12M 2023 compared to the beginning of calendar 2023 vs. all issued and outstanding warrants expiring on March 25, 2024 with a carrying value of $nil.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Income Tax Expense

In 12M 2024, the Company recorded:

	·	Current income tax expense of $2,077,652 vs. $626,500 in the comparable period.
	·	Deferred income tax expense of $547,461 vs. $1,887,558 in 12M 2023.

The shift in expense recognized as current tax vs. deferred tax in 12M 2024 is a result of a reduction in taxable temporary timing differences during the current period.

Net Loss

The net loss for 12M 2024 was $1,649,082 vs. $101,112 in the comparable period. On a per share basis, the basic and diluted loss per share was $0.03 per share for the current period vs. $0.00 per share in the comparable period. The net loss in 12M 2024 vs. 12M 2023 is from the results of operations discussed above.

Summary of Quarterly Results

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

	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
	$	$	$	$	$	$	$	$
Statement of income (loss)
Revenue	2,897,325	2,428,809	2,839,117	2,882,512	2,997,426	3,514,929	2,217,384	3,580,855
Gross profit	1,506,197	1,887,501	2,106,988	2,414,139	2,072,497	3,109,818	1,831,488	2,964,857
Operating expenses	1,507,706	1,610,775	1,898,570	1,803,625	2,667,645	1,210,962	2,349,226	2,021,879
Net income (loss)	(966,464)	(107,613)	(333,588)	(241,387)	(417,962)	1,046,532	(48,443)	(681,239)
Earnings (loss) per share – basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)	(0.01)	0.02	(0.00)	(0.02)
Dividends declared per share	0.012	0.012	0.012	0.012	0.011	0.011	0.011	0.011

Statement of Financial Position
Total assets	51,381,324	53,016,073	52,779,971	52,237,205	52,706,609	50,720,916	47,945,297	43,236,735
Total non-current liabilities	5,426,450	4,997,185	5,053,504	5,029,940	4,878,989	4,697,461	4,135,514	3,595,516

Statement of Cash Flows
Cash flows from (used in) operating activities	125,398	2,112,168	2,009,431	1,212,154	2,341,781	1,359,501	1,069,791	500,017

Three Months Ended December 31, 2024 Compared to the Three Months Ended December 31, 2023

Operating results herein are discussed primarily with respect to the comparable quarter in the prior year. The “quarter” or “Q4 2024” refers to the three-month period ended December 31, 2024 and the “comparable quarter” or “Q4 2023” refers to the three-month period ended December 31, 2023.

Revenue

Revenue for Q4 2024 was $2,897,325 compared to revenue of $2,997,426 in the comparable quarter. The change in revenue was driven by:

	·	Wonmunna iron ore royalty: a decrease of ~$200K in royalty revenue in Q4 2024, which was primarily a result of (i) an increased amount of ~300Kdmt of iron ore shipped in Q4 2024, and offset with (ii) a ~22% decline in iron ore sales price in Q4 2024 compared to Q4 2023.
	·	Janet Ivy gold royalty: an increase of ~$100K in royalty revenue in Q4 2024 compared to Q4 2023, driven by the continued ramp up of production at the project, after completion of the Binduli North heap leach expansion project in 2023.
	·	Inaugural royalty revenue in Q4 2024 of ~$200K from the Otto Bore, Myhree and Castle Hill gold royalties.
	·	Koolyanobbing iron ore royalty: a decrease of ~$200K in royalty revenue in Q4 2024 compared to Q4 2023. In June 2024, Mineral Resources announced a decision to ramp down and temporarily cease operations of its Yilgarn Hub (which includes Koolyanobbing) by the end of 2024 based on the results of a comprehensive evaluation of its operations, citing significant capital expenditure requirements and long lead times to develop new resources. The operator will continue to consider options for the assets, and indicated that exploration drilling will continue into 2025.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Operating Expenses

Operating expenses for the quarter were $1,507,706, down from $2,667,645 in the comparable quarter. The decrease in expenditures was primarily related to the following:

	·	Reduction in professional fees expenditures during the period of $92,181.
	·	Reduction in corporate administration expenditures of $55,868.
	·	Decrease in project evaluation expenditures of $96,102.
	·	Decrease in share-based compensation expense of $66,336.
	·	Increase in salaries and benefits and director fees of $234,194.
	·	The comparable period also included an impairment charge of $1,500,000 on the Jaw, Phoebe, Cart and Colossus exploration royalties in Peru, reducing the carrying value of the assets to $nil, which was a result of the operator of the projects not renewing all or substantially all of the relevant mining claims and therefore, the Peruvian Ministry of Energy and Mining extinguished the mining concessions. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects in Peru.

Other Income and Expenses

Other expenses for the quarter was $85,211 vs. income of $366,184 in the comparable quarter. The decrease in income was primarily related to the following:

	·	Increase in foreign exchange expense during the quarter of $264,969 over the comparable quarter.
	·	Facility expenditure of $81,208 in Q4 2024 vs. $nil in the comparable period. The expense during the period comprised (i) interest expense of $21,562, and (ii) amortization expense for the fees to set up the Facility of $59,646.
	·	Income related to the fair value change in warrants of $98,373 during Q4 2023 vs. no income recognized in the current year. The income recorded during the comparable quarter was primarily a result of a flat share price in Q4 2023 and a shorter time to expiry of all issued and outstanding warrants, which expired on March 25, 2024.

Income Tax Expense

During the quarter, the Company recorded:

	·	Current income tax expense of $450,509 vs. $7,470 in the comparable quarter.
	·	Deferred income tax expense of $429,265 vs. $181,528 in Q4 2023.

Net Loss

The net loss for Q4 2024 was $966,494 vs. $417,962 in the comparable quarter. On a per share basis, the basic and diluted loss per share was $0.02 per share for the current quarter vs. $0.01 per share in the comparable quarter. The net loss during the periods is from the results of operations discussed above.

Three Months Ended December 31, 2024 Compared to the Other Quarters Presented

Revenue

In December 2021, gold royalty revenue commenced from the Segilola gold royalty asset, and in May 2022, iron ore royalty revenue commenced from the Wonmunna iron ore royalty asset. On a relative basis, the Wonmunna royalty has performed consistently since it was acquired in May 2022. In Q1 2023, the Binduli North heap leach expansion project, which covers our Janet Ivy royalty, was completed. Since then, quarter-over-quarter revenue at Janet Ivy has continued to grow, driven by the continued ramp up of production at the mine. In Q2 2023, the Company’s Segilola royalty reached its $3.5 million revenue cap. In Q3 2023, Vox recognized inaugural revenue from the Puzzle Group gold deposits royalty, triggered by a maiden mineral reserves discovery payment linked to the Puzzle Group gold deposits. In June 2024, Mineral Resources announced a decision to ramp down and temporarily cease operations of its Yilgarn Hub (which includes Koolyanobbing) by the end of 2024 based on the results of a comprehensive evaluation of its operations, citing significant capital expenditure requirements and long lead times to develop new resources. Lastly, in Q4 2024, inaugural royalty revenue commenced from the Otto Bore, Myhree and Castle Hill gold projects.

Operating Expenses

In 2023, key drivers behind the increase in operating expenses was:

	·	Professional fees: the Company listing on the Nasdaq in October 2022, resulting in additional legal, regulatory and compliance-related expenses during the first full year of being listed on both the Nasdaq and TSX.
	·	TSX listing: graduated to the TSX in May 2023, incurring one-time fees of $143,767.
	·	Impairment charges: impairments of $1,500,000 in aggregate related to the Alce, Phoebe, Jaw, Cart and Colossus royalties, offset with an impairment reversal on the British King gold royalty during the period of $250,000.

A reduction in cash operating expenditures in 2024 is a result of management’s best efforts to decrease its corporate administration and professional fee expenses.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Liquidity and Capital Resources

The Company’s working capital and liquidity position as at December 31, 2024 comprised current assets of $12,129,014 including cash and cash equivalents of $8,754,391. Set against current liabilities of $2,894,675, the Company has net working capital of $9,234,339. This compares to current assets of $13,282,702 and net working capital of $10,378,752 as at December 31, 2023. 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 December 31, 2024, the Company had $15,000,000 available for borrowing under its Facility, which amount is subject to certain financial and restrictive covenants (see the disclosure heading “Credit Facility” above).

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 12M 2024 were $5,459,150 vs. $5,271,090 in 12M 2023. The increase in cash flows from operations during the period is primarily a result of:

	·	A decrease in income from operating activities prior to non-cash working capital changes of $2,277,437, which is primarily related to the results of operations discussed above.
	·	A decrease in accounts receivable at December 31, 2024 compared to the beginning of the year of $589,891 vs. an increase in accounts receivable in the comparative period of $1,507,509.
	·	An increase in current liabilities related to operating activities during 12M 2024 of $179,507 vs. a decrease of $197,519 in 12M 2023.

Cash flows earned from operations in Q4 2024 were $125,398 vs. $2,341,781 in Q4 2023. The decrease in cash flows from operations during the period is primarily a result of:

	·	A decrease in income from operating activities prior to non-cash working capital changes of $762,935, which is primarily related to the results of operations discussed above.
	·	An increase in accounts receivable at December 31, 2024 compared to September 30, 2024 of $92,204 vs. a decrease in accounts receivable in the comparative period of $507,371.
	·	A decrease in current liabilities related to operating activities during Q4 2024 of $884,555 vs. a decrease of $53,888 in Q4 2023. The significant decrease in current liabilities in Q4 2024 is primarily related to the final payment of corporate income taxes owing to the Australian Taxation Office for the taxation year ended June 30, 2024.

Cash Flows Used In Investing Activities

Cash flows used in investing activities in 12M 2024 were $3,155,851 vs. $5,332,731 in the comparable period. The primary activities in each period were as follows:

	·	In 12M 2024, the Company acquired the Castle Hill Royalty Portfolio, totalling $3,139,531. In addition, the Company paid $537,510, which was a holdback provision of the original purchase price for the Wonmunna royalty in May 2022. The holdback amount was paid from restricted cash on hand.
	·	In 12M 2023, the Company acquired: (i) an Australian gold royalty portfolio, and (ii) the Plutonic East gold royalty, for total consideration of $5,205,731.

Cash flows used in investing activities was $921,686 in Q4 2023, which primarily related to the acquisition of the Plutonic East gold royalty.

Cash Flows Used In Financing Activities

Cash flows used in financing activities for 12M 2024 were $2,866,837 vs. generating cash flows of $5,250,936 in the comparable period. In 12M 2024, cash was used primarily for (i) dividends paid to shareholders of $2,272,217, and (ii) transaction costs to set up the Facility of $502,884 vs. in 12M 2023, cash generated was from (i) the Company completing an underwritten public offering, including the exercise of the over-allotment option, for gross proceeds of $8,349,000, net of share issue costs related to the offering of $1,087,652, and (ii) dividends paid to shareholders of $2,010,412.

Cash flows used in financing activities for Q4 2024 were $660,721 vs. $551,857 in the comparable period. In Q4 2024, cash was used primarily for (i) dividends paid to shareholders of $596,219, and (ii) transaction costs to extend the maturity date of the Facility of $42,939 vs. in Q4 2023, cash was used primarily for dividends paid to shareholders of $536,761.

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.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

The Company’s management believes current financial resources will be adequate to cover anticipated expenditures for general and administration and project evaluation costs and anticipated minimal capital expenditures for the foreseeable future. Vox’s long-term capital requirements are primarily affected by ongoing activities related to the acquisition or creation of royalties. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of the acquisition of one or more significant royalties, Vox may seek additional debt, including use of the Facility or the accordion feature connected thereto, as detailed in the “Highlights and Key Accomplishments” section of this MD&A, or equity financing, as necessary.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Commitments and Contingencies

As at December 31, 2024, the Company did not have any right-of-use assets or lease liabilities.

Litigation matters

The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended December 31, 2024, individually or in the aggregate, is material to its consolidated financial condition or results of operations.

Titan

During the year ended December 31, 2023, the Company and its wholly-owned subsidiary, SilverStream SEZC (“SilverStream”), became aware that the operator of the Jaw, Phoebe, Cart and Colossus exploration projects did not renew all or substantially all of the relevant mining concessions and therefore the Peruvian Ministry of Energy and Mining extinguished the mining concessions. As a result, the Company fully impaired the four royalties as of December 31, 2023, and the carrying value of the investment of $1,000,000 was reduced to $nil. The Company has filed a statement of claim in the Supreme Court of Western Australia, as discussed below, against the operator of the Jaw, Phoebe, Cart and Colossus exploration projects. Pursuant to the original agreement signed with the operator on July 15, 2021, if any of the four exploration projects became relinquished within three years of signing the original agreement, the operator must promptly provide Vox with a replacement royalty for each relinquished royalty and with each replacement royalty having a value of at least $250,000. To the extent Vox is granted one or more replacement royalties, the Company expects to reverse up to $1,000,000 of the 2023 impairment charge, which would increase net income by the equivalent amount. As of the date of this MD&A, no replacement royalties have been granted.

Aurenne

Commitments

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

	2025
	$
Leases	3,872
Consulting agreements	93,136
	97,008

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Contingencies

Royalty	$
Limpopo(1)(3)		6,185,280
Brits(1)(4)		1,250,000
Bullabulling(2)(5)		619,571
Koolyanobbing(6)		309,785
El Molino(7)		450,000
Uley(1)(8)		136,306
Other(9)		86,872
		9,037,814

(1)	The milestone payment(s) may be settled in either cash or common shares of the Company, at the Company’s election.
(2)	Half of the milestone payment may be settled in cash or common shares of the Company, at the Company’s election.
(3)	Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000.
(4)	Milestone payments include: (i) $1,000,000 once 210,000t have been mined over a continuous six-month period, and (ii) a further $250,000 once 1,500,000t have been mined over a rolling 3-year time horizon.
(5)	Milestone payments include: (i) A$500,000 upon the project operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project.
(6)	Milestone payment due upon achievement of cumulative 5M dmt of ore processed.
(7)	Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.
(8)	Milestone payment due upon commencement of commercial production.
(9)	Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox.

The Company’s management believes current and expected future financial resources will be adequate to cover cash-based milestone payments, as and when each payment is expected to become payable, for the foreseeable future.

Related Party Transactions

Key management personnel compensation

The remuneration of directors and other members of key management personnel during the years ended December 31, 2024 and 2023 were as follows:

	December 31, 2024		December 31, 2023
	$		$
Short-term employee benefits		2,115,432		2,080,826
Share-based compensation		1,934,571		1,512,375

		4,050,003		3,593,201

Changes in Accounting Policies

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Amendments – IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)

Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.

	·	the carrying amount of the liability;
	·	information about the covenants; and
	·	facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants.

The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a significant impact on the consolidated financial statements.

Recent Accounting Pronouncements

IFRS 18 – Presentation and Disclosure in Financial Statements

Outstanding Share Data

The authorized share capital of the Company is an unlimited number of common shares without par value.

As at December 31, 2024 and February 20, 2025, the issued and outstanding securities were as follows:

	February 20, 2025		December 31, 2024
	#		#
Common shares issued and outstanding		50,734,138		50,658,776
Stock options		1,346,838		1,346,838
Restricted share units		2,065,121		1,309,061

Fully diluted common shares		54,146,097		53,314,675

Critical Accounting Judgements and Estimates

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

The Company’s material accounting policy information and estimates are disclosed in Notes 2 and 3 of the December 31, 2023 audited consolidated financial statements.

Financial Instruments

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Credit risk

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

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account the amount available under the Company’s revolving credit facility, anticipated cash flows from operations and holding of cash and cash equivalents. As at December 31, 2024, the Company had cash and cash equivalents of $8,754,391 (December 31, 2023 - $9,342,880) and working capital of $9,234,339 (December 31, 2023 - $10,378,752).

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Financial instruments that impact the Company’s net loss due to currency fluctuations include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at December 31, 2024, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net loss by $440,000.

Interest rate risk

Commodity and share price risk

The Company’s royalties are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of precious and base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. 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.

	·	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 December 31, 2024 and 2023, the Company does not have any financial instruments measured at fair value after initial recognition.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at December 31, 2024. These financial instruments were measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the consolidated statements of loss. On March 25, 2024, the warrants, which were classified as Level 3, expired unexercised, resulting in nil warrants remaining issued and outstanding by the Company.

	December 31, 2023
	$
Balance, beginning of year		601,715
Change in valuation of financing warrants		(445,216	)
Share-based compensation recovery on PSUs		(156,499	)

Balance, end of period		-

Capital management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, while optimizing its capital structure by balancing debt and equity. As at December 31, 2024, the capital structure of the Company consists of $43,060,199 (December 31, 2023 - $44,923,670) of total equity, consisting of share capital, equity reserves, and deficit.

The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Disclosure Controls and Procedures

The Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”) of the Company are responsible for establishing and maintaining the Company’s disclosure controls and procedures (“DCP”) including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.

The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

As required by applicable Canadian securities laws and Rule 13a-15(b) under the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s DCP as of December 31, 2024. 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, 2024.

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 year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings in Canada (“NI 52-109”) and under the Securities Exchange Act of 1934, as amended, in the United States. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes:

	·	maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company;
	·	providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;
	·	providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and
	·	providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2024 the Company’s internal control over financial reporting is effective and no material weaknesses were identified.

There were no changes to the Company’s internal controls over financial reporting during the year ended December 31, 2024 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting or disclosure controls and procedures.

Limitations of Controls and Procedures

The Company’s management, including the CEO and the CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Forward-Looking Information

Certain statements contained in this MD&A may be deemed “forward looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Vox expects to occur including management’s expectations regarding Vox’s growth, results of operations, estimated future revenue, carrying value of assets, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on commodities and currency markets are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur including, without limitation, the performance of the assets of Vox, the realization of the anticipated benefits deriving from Vox’s investments and transactions, the expected developments at the assets underlying Vox’s royalties and Vox’s ability to seize future opportunities. Although Vox believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Vox, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: the impact of general business and economic conditions; the absence of control over mining operations from which Vox will purchase precious metals or from which it will receive royalty payments, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; the volatility of the stock market; competition; risks related to the Company’s dividend policy; epidemics, pandemics or other public health crises, including the global outbreak of the novel coronavirus, geopolitical events and other uncertainties, such as the conflicts in Ukraine and 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, 2023, available on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Vox holds a royalty by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property in which Vox holds a royalty; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Vox cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Vox believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. This MD&A contains future-orientated information and financial outlook information (collectively, “FOFI”) about the Company’s revenue from royalties which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company’s anticipated business operations. Vox disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.

Vox Royalty Corp.

Management Discussion & Analysis

For the year ended December 31, 2024

Third-Party Market and Technical Information

This MD&A includes market information, industry data and forecasts obtained from independent industry publications, market research and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein nor ascertained the underlying assumptions relied on by such sources.

Timothy J. Strong, B.Sc (Hons) MBA ACSM MIMMM QMR R.Sci, of Kangari Consulting LLC and a “Qualified Person” under NI 41-103, has reviewed and approved the scientific and technical disclosure contained in this document.

EX-99.3 4 voxr_ex993.htm PRESS RELEASE voxr_ex993.htm

EXHIBIT 99.3

VOX ROYALTY ANNOUNCES Q4 2024 FINANCIAL RESULTS,

ACHIEVES 2024 REVENUE GUIDANCE, PROVIDES 2025 OUTLOOK

AND INCREASES QUARTERLY DIVIDEND

TORONTO, CANADA – February 20, 2025 – Vox Royalty Corp. (TSX: VOXR) (NASDAQ: VOXR) (“Vox” or the “Company”), a returns focused mining royalty company, is pleased to announce its operating and financial results for the fourth quarter ended December 31, 2024. All amounts in U.S. dollars unless otherwise indicated.

Kyle Floyd, Chief Executive Officer, stated: “We are pleased to announce record annual cashflows from operations, achievement of annual revenue guidance for the fourth consecutive year and finishing 2024 with three new producing gold royalties in Western Australia. We are also encouraged to deliver annual G&A expenditure reduction of 9%, demonstrating management’s ongoing focus on operating efficiency. From a capital markets perspective, we are excited by our significant market liquidity growth, particularly in the U.S. through our NASDAQ listing, which management believes is attributable to continued interest from the generalist investor market in the U.S. Our management team is optimistic for 2025, both in terms of organic growth from new Australian gold royalty assets, rapidly advancing development assets Plutonic East, Cardinia and Horseshoe Lights, and potential accretive asset acquisitions that our team is currently progressing.”

Full Year 2024 Highlights

	·	Record annual cash flows from operations of $5,459,150, compared to $5,271,090 in 2023.
	·	Year-over-year general and administration expenditures reduction of $450,823, representing a decrease of ~9%. The Company has successfully realized reductions to its cost profile and the management team has continued to drive further operational efficiencies.
	·	Annual revenues of $11,047,763, compared to $12,310,594 in 2023. The comparative period revenue figure included development milestone revenue of $1,329,767 related to maiden mineral reserves declared for the Puzzle Group gold deposits at the Kookynie royalty.
	·	Strong balance sheet position at period end includes: (i) cash and accounts receivable of $11,672,071, (ii) working capital of $9,234,339 and (iii) a fully undrawn credit facility of up to $15,000,000 with BMO (plus accordion feature for up to an additional $10,000,000, subject to certain conditions).
	·	On March 7, 2024, increased quarterly cash dividend by 9.1% to $0.012 per common share.
	·	Acquired a total of five new royalty and milestone payment assets in 2024, all located in Australia, including the Castle Hill gold royalty which Evolution Mining Limited (“Evolution”) fast-tracked into production in Q3 2024.

Fourth Quarter Highlights

·	Q4 2024 revenue of $2,897,325, compared to revenue of $2,997,426 in Q4 2023.
·	Inaugural revenues achieved from three producing gold assets in Western Australia during the quarter:
	o	Myhree gold mine (operated by Black Cat Syndicate Limited (“Black Cat”)):
		■	Vox has a 1% NSR royalty over key areas of the Bulong Mining Centre, including the high-grade Myhree and Boundary gold deposits.
		■	On December 3, 2024, Vox received inaugural royalty revenue related to gold produced for Q3 2024.
		■	Black Cat has progressed Myhree from discovery in 2018 to first gold doré production in 2024, over an accelerated six-year timeline.
	o	Castle Hill gold mine (operated by Evolution):
		■	Vox holds an A$40/oz gold royalty (payable up to 75,000oz gold production), plus a net milestone payment of A$2,000,000, triggered at 140,000oz of cumulative gold production. Vox also holds an uncapped 2% royalty over the Kunanalling tenure which surrounds Castle Hill, payable post 75,000oz of gold production from the Castle Hill royalty tenure.
		■	On November 22, 2024, Vox received inaugural royalty revenue related to gold production for Q3 2024 from the Rayjax gold deposit on mining lease M15/1831.
	o		Otto Bore gold mine (operated by Northern Star Resources Limited):
		■	Vox has a 2.5% NSR royalty applicable on production between 42,000oz and 100,000oz of gold recovered.
		■	The hurdle was reached in Q4 2024, with inaugural royalty revenues recognized during the quarter.

Summary of Quarterly Results

	Three months ended December 31, 2024			Three months ended December 31, 2023			For the year ended December 31, 2024			For the year ended December 31, 2023
	$			$			$			$
Statement of Cash Flows
Cash flows from operating activities		125,398			2,341,781			5,459,150			5,271,090

Income Statement
Revenue		2,897,325			2,997,426			11,047,763			12,310,594
Gross profit		1,506,197			2,072,497			7,914,825			9,978,660
Operating expenses		(1,507,706	)		(2,667,645	)		(6,820,676	)		(8,249,712	)
Income (loss) from operations		(1,509	)		(595,148	)		1,094,149			1,728,948
Interest and finance expenses(1)		(81,208	)		-			(315,304	)		-
Other income(2)		(4,003	)		366,184			197,186			683,998
Income tax expense – current and deferred		(879,774	)		(188,998	)		(2,625,113	)		(2,514,058	)
Net loss		(966,494	)		(417,962	)		(1,649,082	)		(101,112	)
Loss per share – basic and diluted		(0.02	)		(0.01	)		(0.03	)		(0.00	)

Dividends declared per share		0.012			0.011			0.048			0.044

	(1)	Interest and finance expenses comprise BMO credit facility finance charges.
	(2)	Other income comprises interest income, foreign exchange differences, and the comparative period also includes the fair value change of warrants which expired on March 25, 2024.

For complete details, please refer to the consolidated financial statements and associated Management Discussion and Analysis for the years ended December 31, 2024 and 2023, available on SEDAR+ (www.sedarplus.ca), the SEC’s website (www.sec.gov) or on Vox’s website (www.voxroyalty.com).

Quarterly Dividend

The Company is also pleased to announce that its Board of Directors has raised its quarterly dividend and declared a quarterly dividend of $0.0125 per common share, to be paid on April 14, 2025, to shareholders of record as of the close of business in Toronto on March 31, 2025. This marks the third consecutive annual increase for Vox shareholders.

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 March 31, 2025. 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.

Outlook

For 2025, Vox estimates royalty revenue to total $12 million to $14 million. Management’s 2025 outlook on royalty revenue is based on publicly available information of the owners or operators of projects on which the Company has a royalty 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.

Key growth assets for the Company for 2025 include, based primarily on public disclosure of third-party operators:

	·	The Binduli North gold heap leach project in Western Australia, which officially opened in Q3 2022 and continues to be optimised by Zijin Mining Group Co., Ltd. and where Vox holds an A$0.50/t royalty over material from the Janet Ivy mining lease.
	·	The Bulong 1.0% NSR gold royalty in Western Australia, with operator Black Cat commencing production in Q3 2024 at the Myhree open pit.
	·	The Castle Hill A$40/oz gold royalty in Western Australia, with operator Evolution commencing small-scale production in Q3 2024 at the Rayjax open pit prior to commencement of larger-scale mining at the Castle Hill open pit deposit in 2026.
	·	The Otto Bore 2.5% NSR gold royalty (on cumulative 42Koz-100Koz production) in Western Australia, where Northern Star Resources Limited reached the 42Koz hurdle in Q4 2024, with inaugural royalty revenue recognized during the quarter and ore stockpile processing ongoing.

About Vox

Vox is a returns focused mining royalty company with a portfolio of over 60 royalties spanning six jurisdictions. The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network which has allowed Vox to target the highest returns on royalty acquisitions in the mining royalty sector. Since the beginning of 2020, Vox has announced over 30 separate transactions to acquire over 60 royalties.

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

For further information contact:

Kyle Floyd

Pascal Attard

Chief Executive Officer

Chief Financial Officer

info@voxroyalty.com

+1-345-815-3939

pascal@voxroyalty.com

+1-345-815-3939

Cautionary Statements to U.S. Securityholders

The financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP.

Cautionary Note Regarding Forward-Looking Statements and Forward-Looking Information

This press release contains “forward-looking statements”, within the meaning of the U.S. Securities Act of 1933, as amended, the U.S. Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results “ may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.

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 April 2025 and on any future date thereafter, development expectations at key growth assets during 2025, expectations to realize revenue from producing and development stage royalty assets in the near-term, and revenue expectations for fiscal year 2025. Achievement of the 2025 royalty revenue 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 actual royalty revenue for 2025 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 subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Vox will purchase precious metals or from which it will receive royalty payments, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; the volatility of the stock market; competition; risks related to Vox’s dividend policy; epidemics, pandemics or other public health crises, geopolitical events and other uncertainties, such as the conflicts in Ukraine and Israel, as well as those factors discussed in the section entitled “Risk Factors” in Vox’s annual information form for the financial year ended December 31, 2023 available at www.sedarplus.ca and the SEC’s website at www.sec.gov (as part of Vox’s Form 40-F).

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Vox cautions that the foregoing list of material factors is not exhaustive. When relying on Vox’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

Vox has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change, and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Vox as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Vox may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

None of the TSX, its Regulation Services Provider (as that term is defined in policies of the TSX) or The Nasdaq Stock Market LLC accepts responsibility for the adequacy or accuracy of this press release.

Technical and Third-Party Information

Except where otherwise stated, the disclosure in this press release is based on information publicly disclosed by project operators based on the information/data available in the public domain as at the date hereof and none of this information has been independently verified by Vox. Specifically, as a royalty investor, Vox has limited, if any, access to the royalty operations. Although Vox does not have any knowledge that such information may not be accurate, there can be no assurance that such information from the project operators is complete or accurate. Some information publicly reported by the project operators may relate to a larger property than the area covered by Vox’s royalty interests. Vox’s royalty interests often cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources and production of a property.