EX-99.1 2 voxr_ex991.htm UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS voxr_ex991.htm

EXHIBIT 99.1

 

 

 

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Expressed in United States Dollars)

 

 

 

 

 

 

VOX ROYALTY CORP.

 

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Expressed in United States Dollars)

 

INDEX

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

 

1

 

 

 

Unaudited Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

 

2

 

 

 

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

 

3

 

 

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

 

4

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

 

5 – 17

  

 

 

 

Vox Royalty Corp. 

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars)

 

 

 

 

 

As at

 

 

 

Note

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

 

 

 $

 

 

 $

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

12,146,280

 

 

 

8,754,391

 

Accounts receivable

 

 

4

 

 

 

4,290,755

 

 

 

2,917,680

 

Prepaid expenses

 

 

 

 

 

 

241,678

 

 

 

456,943

 

Total current assets

 

 

 

 

 

 

16,678,713

 

 

 

12,129,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Royalty interests

 

 

5

 

 

 

49,197,928

 

 

 

37,984,188

 

Streams and other interests

 

 

6

 

 

 

56,058,337

 

 

 

-

 

Other assets

 

 

7

 

 

 

564,007

 

 

 

279,491

 

Intangible assets

 

 

8

 

 

 

850,976

 

 

 

988,631

 

Deferred asset acquisitions

 

 

5

 

 

 

60,140

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

123,410,101

 

 

 

51,381,324

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

9

 

 

 

2,730,981

 

 

 

1,390,507

 

Dividends payable

 

 

10

 

 

 

849,837

 

 

 

607,905

 

Income taxes payable

 

 

 

 

 

 

1,393,921

 

 

 

896,263

 

Total current liabilities

 

 

 

 

 

 

4,974,739

 

 

 

2,894,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Credit facility

 

 

7

 

 

 

11,700,000

 

 

 

-

 

Deferred tax liabilities

 

 

 

 

 

 

5,561,120

 

 

 

5,426,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

22,235,859

 

 

 

8,321,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

10

 

 

 

129,200,933

 

 

 

69,528,762

 

Equity reserves

 

 

11

 

 

 

5,868,791

 

 

 

4,722,776

 

Deficit

 

 

 

 

 

 

(33,895,482 )

 

 

(31,191,339 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

 

 

 

101,174,242

 

 

 

43,060,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 

 

 

 

123,410,101

 

 

 

51,381,324

 

 

Commitments and contingencies (Note 15)

Subsequent events (Note 20)

 

Approved by the Board of Directors on November 12, 2025

 

Signed                                       “Kyle Floyd”,

Director

 

Signed“                                          Robert Sckalor”,

Director

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 1

 

 

 

 

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in United States Dollars)

  

 

 

Note

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty revenue

 

 

 

 

 

3,672,250

 

 

 

2,428,809

 

 

 

9,117,589

 

 

 

8,150,438

 

Precious metal sales

 

 

 

 

 

143,390

 

 

 

-

 

 

 

143,390

 

 

 

-

 

Total revenue

 

 

17

 

 

 

3,815,640

 

 

 

2,428,809

 

 

 

9,260,979

 

 

 

8,150,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depletion

 

 

5,6

 

 

 

(1,446,751

)

 

 

(541,308

)

 

 

(3,250,105

)

 

 

(1,741,810

)

Gross profit

 

 

 

 

 

 

2,368,889

 

 

 

1,887,501

 

 

 

6,010,874

 

 

 

6,408,628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

12,14

 

 

 

(1,052,784

)

 

 

(1,219,268

)

 

 

(3,298,447

)

 

 

(3,448,473

)

Share-based compensation

 

 

11,14

 

 

 

(335,684

)

 

 

(367,125

)

 

 

(1,590,600

)

 

 

(1,758,784

)

Project evaluation expenses

 

 

5

 

 

 

(157,741

)

 

 

(24,382

)

 

 

(373,389

)

 

 

(105,713

)

Total operating expenses

 

 

 

 

 

 

(1,546,209

)

 

 

(1,610,775

)

 

 

(5,262,436

)

 

 

(5,312,970

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

 

 

 

 

822,680

 

 

 

276,726

 

 

 

748,438

 

 

 

1,095,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and finance expenses

 

 

7

 

 

 

(216,230

)

 

 

(80,184

)

 

 

(484,182

)

 

 

(234,096

)

Other income

 

 

13

 

 

 

24,399

 

 

 

88,283

 

 

 

298,340

 

 

 

201,189

 

Income before income taxes

 

 

 

 

 

 

630,849

 

 

 

284,825

 

 

 

562,596

 

 

 

1,062,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

18

 

 

 

(469,176

)

 

 

(392,438

)

 

 

(1,148,020

)

 

 

(1,745,339

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) and comprehensive income (loss)

 

 

 

 

 

 

161,673

 

 

 

(107,613

)

 

 

(585,424

)

 

 

(682,588

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10

 

 

 

51,626,135

 

 

 

50,405,487

 

 

 

51,040,542

 

 

 

50,223,142

 

Diluted

 

 

10

 

 

 

51,968,254

 

 

 

50,405,487

 

 

 

51,040,542

 

 

 

50,223,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

0.00

 

 

 

(0.00

)

 

 

(0.01

)

 

 

(0.01

)

Diluted

 

 

 

 

 

 

0.00

 

 

 

(0.00

)

 

 

(0.01

)

 

 

(0.01

)

    

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

2

 

 

 

Vox Royalty Corp. 

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in United States Dollars)

  

 

 

Note

 

 

Number of

Shares

 

 

Share

Capital

 

 

Equity

Reserves

 

 

Deficit

 

 

Total

Equity

 

 

 

 

 

 

 #

 

 

 $

 

 

 $

 

 

 $

 

 

 $

 

Balance, January 1, 2024

 

 

 

 

 

49,985,102

 

 

 

67,889,465

 

 

 

4,157,153

 

 

 

(27,122,948 )

 

 

44,923,670

 

Share issue costs

 

 

 

 

 

-

 

 

 

(24,003 )

 

 

-

 

 

 

-

 

 

 

(24,003 )

Dividends declared

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,811,404 )

 

 

(1,811,404 )

Shares issued – dividends reinvestment plan

 

 

 

 

 

36,063

 

 

 

78,183

 

 

 

-

 

 

 

-

 

 

 

78,183

 

Settlement of RSUs

 

 

 

 

 

567,088

 

 

 

1,425,132

 

 

 

(1,425,132 )

 

 

-

 

 

 

-

 

Share-based compensation

 

 

 

 

 

-

 

 

 

-

 

 

 

1,758,784

 

 

 

-

 

 

 

1,758,784

 

Net loss and comprehensive loss

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(682,588 )

 

 

(682,588 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2024

 

 

 

 

 

50,588,253

 

 

 

69,368,777

 

 

 

4,490,805

 

 

 

(29,616,940 )

 

 

44,242,642

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2025

 

 

 

 

 

50,658,776

 

 

 

69,528,762

 

 

 

4,722,776

 

 

 

(31,191,339 )

 

 

43,060,199

 

Share issuance

 

 

10

 

 

 

17,094,750

 

 

 

63,250,575

 

 

 

-

 

 

 

-

 

 

 

63,250,575

 

Share issue costs

 

 

10

 

 

 

-

 

 

 

(4,098,821 )

 

 

-

 

 

 

-

 

 

 

(4,098,821 )

Dividends declared

 

 

10

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,118,719 )

 

 

(2,118,719 )

Shares issued – dividends reinvestment plan

 

 

10

 

 

 

5,608

 

 

 

14,852

 

 

 

-

 

 

 

-

 

 

 

14,852

 

Settlement of RSUs

 

 

11

 

 

 

227,704

 

 

 

505,565

 

 

 

(505,565 )

 

 

-

 

 

 

-

 

Share-based compensation

 

 

11

 

 

 

-

 

 

 

-

 

 

 

1,651,580

 

 

 

-

 

 

 

1,651,580

 

Net loss and comprehensive loss

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(585,424 )

 

 

(585,424 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2025

 

 

 

 

 

 

67,986,838

 

 

 

129,200,933

 

 

 

5,868,791

 

 

 

(33,895,482 )

 

 

101,174,242

 

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

3

 

 

 

Vox Royalty Corp. 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

  

 

 

Note

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

 

161,673

 

 

 

(107,613

)

 

 

(585,424

)

 

 

(682,588

)

Adjustments for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax expense (recovery)

 

 

18

 

 

 

138,319

 

 

 

(56,319

)

 

 

134,670

 

 

 

118,196

 

Foreign exchange gain on cash and cash equivalents

 

 

 

 

 

 

7,284

 

 

 

885

 

 

 

31,850

 

 

 

13,878

 

Share-based compensation

 

 

11,14

 

 

 

335,684

 

 

 

367,125

 

 

 

1,590,600

 

 

 

1,758,784

 

Interest and finance expenses

 

 

7

 

 

 

216,230

 

 

 

80,184

 

 

 

484,182

 

 

 

234,096

 

Amortization

 

 

8

 

 

 

45,885

 

 

 

45,885

 

 

 

137,655

 

 

 

137,655

 

Depletion

 

 

5,6

 

 

 

1,446,751

 

 

 

541,308

 

 

 

3,250,105

 

 

 

1,741,810

 

 

 

 

 

 

 

 

2,351,826

 

 

 

871,455

 

 

 

5,043,638

 

 

 

3,321,831

 

Changes in non-cash working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

 

(1,304,103

)

 

 

485,391

 

 

 

(1,373,075

)

 

 

682,095

 

Prepaid expenses

 

 

 

 

 

 

86,283

 

 

 

131,651

 

 

 

83,610

 

 

 

265,764

 

Accounts payable and accrued liabilities

 

 

 

 

 

 

510,431

 

 

 

196,511

 

 

 

302,499

 

 

 

(211,161

)

Income taxes payable

 

 

 

 

 

 

114,350

 

 

 

427,160

 

 

 

497,658

 

 

 

1,275,223

 

Net cash flows from operating activities

 

 

 

 

 

 

1,758,787

 

 

 

2,112,168

 

 

 

4,554,330

 

 

 

5,333,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of royalties

 

 

5

 

 

 

(2,645,082

)

 

 

(5,500

)

 

 

(14,439,760

)

 

 

(3,170,673

)

Acquisition of streams and other interests

 

 

6

 

 

 

(55,930,648

)

 

 

-

 

 

 

(55,930,648

)

 

 

-

 

Pre-acquisition royalty revenues

 

 

5

 

 

 

-

 

 

 

-

 

 

 

104,551

 

 

 

-

 

Restricted cash

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

34,280

 

Deferred asset acquisitions

 

 

5

 

 

 

(10,210

)

 

 

(12,940

)

 

 

(25,140

)

 

 

(18,956

)

Net cash flows used in investing activities

 

 

 

 

 

 

(58,585,940

)

 

 

(18,440

)

 

 

(70,290,997

)

 

 

(3,155,349

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issuance

 

 

10

 

 

 

63,250,575

 

 

 

-

 

 

 

63,250,575

 

 

 

-

 

Share issue costs

 

 

 

 

 

 

(3,400,425

)

 

 

-

 

 

 

(3,402,666

)

 

 

(24,003

)

Credit facility drawdowns

 

 

7

 

 

 

5,000,000

 

 

 

-

 

 

 

16,700,000

 

 

 

-

 

Credit facility repayments

 

 

7

 

 

 

(5,000,000

)

 

 

-

 

 

 

(5,000,000

)

 

 

-

 

Transaction costs related to credit facility

 

 

7

 

 

 

(249,026

)

 

 

-

 

 

 

(251,641

)

 

 

(459,944

)

Payments of interest on credit facility

 

 

7

 

 

 

(163,750

)

 

 

(21,233

)

 

 

(273,927

)

 

 

(46,171

)

Dividends paid

 

 

10

 

 

 

(628,756

)

 

 

(573,034

)

 

 

(1,861,935

)

 

 

(1,675,998

)

Net cash flows from (used in) financing activities

 

 

 

 

 

 

58,808,618

 

 

 

(594,267

)

 

 

69,160,406

 

 

 

(2,206,116

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

 

 

 

1,981,465

 

 

 

1,499,461

 

 

 

3,423,739

 

 

 

(27,713

)

Impact of foreign exchange on cash and cash equivalents

 

 

 

 

 

 

(7,284

)

 

 

(885

)

 

 

(31,850

)

 

 

(13,878

)

Cash and cash equivalents, beginning of the period

 

 

 

 

 

 

10,172,099

 

 

 

7,802,713

 

 

 

8,754,391

 

 

 

9,342,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of the period

 

 

 

 

 

 

12,146,280

 

 

 

9,301,289

 

 

 

12,146,280

 

 

 

9,301,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information (Note 16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 

4

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

1. Nature of operations

 

Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario). The Company’s head office is located at 1499 West 120th Ave, Suite 110, Westminster, CO, 80234, USA. The Company’s registered office is 100 King Street West, Suite 5700, Toronto, ON, M5X 1C7, Canada. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “VOXR”.

 

Vox is a mining royalty and streaming company focused on growing the size of its asset portfolio through accretive acquisitions. Approximately 85% of the Company’s portfolio of royalty, streams and other interests assets by asset count are located in Australia, Canada and the United States. In the near and medium-term, the Company is prioritizing acquiring royalties and streams on producing or near-term producing assets (i.e. ranging from six months to three years from first production) to complement its existing portfolio of producing, development and exploration stage royalties, streams and other interests.

 

2. Basis of preparation

 

(a) Statement of compliance

 

These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2024. They do not include all of the information and disclosures required by International Financial Reporting Standards (“IFRS”) for annual statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited condensed interim consolidated financial statements. Operating results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2025. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2024.

 

These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on November 12, 2025.

 

(b) Basis of presentation

 

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

 

(c) Principles of consolidation

 

These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its wholly-owned subsidiaries: Vox Royalty USA Ltd. (Delaware, USA); Vox Royalty Cayman SEZC (Cayman Islands); 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).

 

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) New accounting policies

 

Inventories

 

Commodity inventory is recognised when the Company controls the commodity, the determination of which includes consideration of price risk. Commodity inventory is measured at fair value less costs to sell in accordance with the broker-trader exemption, on the basis that such assets are held with the purpose of selling in the near future and generating a profit from fluctuations in price or broker traders’ margin. Commodity contracts reflect agreements for the purchase and sale of commodities where, despite the Company having control over the commodity, the Company has no intention to exercise its control, and where the expected outcome is that the commodity will be sold to the third party financial institution or broker. Such contracts are measured at fair value through the consolidated statements of income (loss) and comprehensive income (loss).

 

Precious metal sales

 

The Company enters into gold purchase contracts with mining operators whereby the operator of the mine agrees to sell, and the Company agrees to purchase, refined gold produced from the mine over which the contract is granted. The purchased gold is sold to the Company at the lowest COMEX or LBMA AM/PM fixed price within a quotation period that is typically between six and eight days.

 

Vox sells the refined gold to third party financial institutions or brokers (the “Customer”) within the quotation period. The Company transfers control over the commodity on the date the commodity is delivered to the Customer’s metal account, which is the date that title to the commodity and the risks and rewards of ownership transfer to the Customer and the Customer is able to direct the use of and obtain substantially all of the benefits from the commodity.

 

 

5

 

 

 

Vox Royalty Corp.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

Precious metal sales comprise:

 

 

·

The proceeds received from the sale of the refined gold to third party financial institutions or brokers; less

 

·

The purchase price paid to the mining operator for the refined gold and sales commissions.

 

Financial assets

 

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 income (loss) and comprehensive income (loss).

 

On September 26, 2025, Vox acquired a portfolio of gold assets comprising Precious Metals Purchase Agreements (“PMPAs,” historically referred to as “offtakes”) and conventional royalties from Deterra Royalties Limited. Although originally labeled as offtakes by previous owners, these PMPAs are, in substance, more closely aligned with streaming arrangements. Under the terms of these agreements, Vox purchases a defined percentage of payable gold at a dynamic price that is typically set by market reference prices (LBMA or COMEX) and grants the ability to Vox to capture margin at the time of on-sale of metal on each delivered ounce. This pricing and physical metal delivery mechanism provides Vox with direct exposure to metal production and price movements, similar to traditional streaming agreements. These PMPAs are economically driven by cash flows linked to both metal pricing fluctuations and production volumes, analogous to streams. Accordingly, Vox considers these PMPAs to be more equivalent to streams and will refer to them as such in its portfolio reporting and future disclosure.

 

PMPAs are classified and measured as FVPL.

 

(e) Recent accounting pronouncements

 

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2025, 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 unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the unaudited condensed interim consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The unaudited condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences.

 

The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements were the same as those applied to the Company’s annual financial statements for the year ended December 31, 2024.

 

 

6

 

 

  

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

4. Accounts receivable

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

 $

 

 

 $

 

Trade receivables from royalties

 

 

4,065,602

 

 

 

2,897,870

 

Trade receivables from streams and other interests

 

 

143,390

 

 

 

-

 

Sales tax recoverable

 

 

81,763

 

 

 

19,810

 

 

 

 

 

 

 

 

 

 

 

 

 

4,290,755

 

 

 

2,917,680

 

 

Trade receivables represent amounts that are generally collected within 45 days of quarter-end.

 

5. Royalty interests

 

As at and for the nine months ended September 30, 2025:

 

 

 

Cost

 

Accumulated Depletion

 

 

 

 

Royalty

 

 

Country

 

 

Opening

 

 

Additions

 

 

Ending

 

 

 

Opening

 

 

Depletion

 

 

Ending

 

 

Carrying Amount

 

 

 

$

$

$

 

$

$

$

 

$

 

Kanmantoo

Australia

-

11,751,838

11,751,838

 

-

(636,809)

(636,809)

 

11,115,029

 

Wonmunna

Australia

15,211,023

-

15,211,023

 

(4,594,445)

(1,328,484)

(5,922,929)

 

9,288,094

 

Royalty portfolio

Australia

5,205,731

-

5,205,731

 

-

-

-

 

5,205,731

 

Janet Ivy

Australia

4,457,600

-

4,457,600

 

(582,117)

(409,533)

(991,650)

 

3,465,950

 

Castle Hill portfolio

Australia

3,139,531

-

3,139,531

 

(47,292)

(616,193)

(663,485)

 

2,476,046

 

South Railroad

USA

2,316,757

-

2,316,757

 

(167,999)

(24,138)

(192,137)

 

2,124,620

 

Dandoko

Mali

-

1,500,000

1,500,000

 

-

-

-

 

1,500,000

 

Goldlund

Canada

1,258,810

-

1,258,810

 

-

-

-

 

1,258,810

 

Limpopo

South Africa

1,150,828

-

1,150,828

 

-

-

-

 

1,150,828

 

Bowdens

Australia

1,130,068

-

1,130,068

 

-

-

-

 

1,130,068

 

Wyloo North

Australia

-

1,012,281

1,012,281

 

-

-

-

 

1,012,281

 

Bullabulling

Australia

953,349

-

953,349

 

-

-

-

 

953,349

 

Lynn Lake   

  (MacLellan)

 

Canada

 

873,088

 

-

 

873,088

 

 

-

 

-

 

-

 

 

873,088

 

Brits

South Africa

764,016

-

764,016

 

-

-

-

 

764,016

 

Koolyanobbing

Australia

2,649,738

-

2,649,738

 

(1,922,675)

-

(1,922,675)

 

727,063

 

Otto Bore

Australia

583,612

-

583,612

 

(10,155)

(43,070)

(53,225)

 

530,387

 

Pedra Branca

Brazil

450,131

-

450,131

 

-

-

-

 

450,131

 

Bulong

Australia

544,957

-

544,957

 

(16,222)

(92,174)

(108,396)

 

436,561

 

Brauna

Brazil

262,328

-

262,328

 

(108,152)

(32,048)

(140,200)

 

122,128

 

Montanore

USA

61,572

-

61,572

 

-

-

-

 

61,572

 

Other

Australia

3,893,812

132,070

4,025,882

 

(144,234)

-

(144,234)

 

3,881,648

 

Other

Canada

624,919

-

624,919

 

-

-

-

 

624,919

 

Other

Peru

45,609

-

45,609

 

-

-

-

 

45,609

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

45,577,479

14,396,189

59,973,668

 

(7,593,291)

(3,182,449)

(10,775,740)

 

49,197,928

 

 

Total royalty interests include carrying amounts in the following countries:

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Australia

 

 

40,222,207

 

 

 

30,452,281

 

Canada

 

 

2,756,817

 

 

 

2,756,817

 

USA

 

 

2,186,192

 

 

 

2,210,330

 

South Africa

 

 

1,914,844

 

 

 

1,914,844

 

Mali

 

 

1,500,000

 

 

 

-

 

Brazil

 

 

572,259

 

 

 

604,307

 

Peru

 

 

45,609

 

 

 

45,609

 

 

 

 

 

 

 

 

 

 

 

 

 

49,197,928

 

 

 

37,984,188

 

 

 

7

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

Royalties acquired during the nine months ended September 30, 2025

 

Kanmantoo

 

On May 15, 2025, the Company completed the acquisition of the producing Kanmantoo copper-gold royalty in Australia for a purchase price net of pre-acquisition royalties received by Vox of $11,751,838. The net purchase price of $11,712,749 comprised the following:

 

 

·

Cash consideration of $11,700,000 paid to the royalty seller;

 

·

Legal and professional fees of $95,409;

 

·

Share-based compensation of $60,980; and

 

·

Reduced for the royalty revenues earned for the period May 1, 2025 to May 14, 2025 of $104,551.

 

Wyloo North

 

On September 3, 2025, the Company completed the acquisition of the Wyloo North 1.5% gross revenue iron ore royalty in Australia for total cash consideration of A$1,544,812 ($1,012,281). The royalty is payable on the first 15 million tonnes of iron ore production from the Wyloo North deposit.

 

Dandoko

 

On September 26, 2025, the Company completed the acquisition of the Dandoko 1.0% net smelter return gold royalty in Mali for total consideration of $4,000,000. The consideration comprised the following:

 

 

·

Cash consideration of $1,500,000 paid to the royalty seller on completion of the acquisition;

 

·

Contingent consideration #1 of $1,250,000 upon first royalty receipts; and

 

·

Contingent consideration #2 of $1,250,000 on receipt of payment of 500Koz production from the royalty area.

 

St Ives

 

On September 26, 2025, the Company completed the acquisition of the St Ives 1.04% net gross revenue gold royalty in Australia for total cash consideration of $50,000.

 

Deferred asset acquisitions

 

Deferred asset acquisitions as at September 30, 2025 of $60,140 (December 31, 2024 - $Nil) relates to costs incurred prior to the execution and closing of an asset acquisition. Deferred asset acquisition costs are reallocated to royalty interests or streams and other interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are expensed as project evaluation expenses.

 

6. Streams and other interests

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Balance, beginning of period

 

 

-

 

 

 

-

 

Additions

 

 

56,125,993

 

 

 

-

 

Depletion

 

 

(67,656 )

 

 

-

 

Revaluation of asset

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

56,058,337

 

 

 

-

 

 

On September 26, 2025, Vox acquired a portfolio of eight PMPAs, historically referred to as “offtakes” from Deterra Royalties Limited for total upfront cash consideration of $55,950,000. The contracts cover ten mines and projects across 6 jurisdictions, including Brazil, Canada, Côte d’Ivoire, Mexico, South Africa and the USA.

 

Although originally labeled as offtakes by previous owners, these PMPAs are, in substance, more closely aligned with streaming arrangements. Under the terms of these agreements, Vox purchases a defined percentage of payable gold at a dynamic price that is typically set by market reference prices (LBMA or COMEX) and grants the ability to Vox to capture margin at the time of on-sale of metal on each delivered ounce. This pricing and physical metal delivery mechanism provides Vox with direct exposure to metal production and price movements, similar to traditional streaming agreements. These PMPAs are economically driven by cash flows linked to both metal pricing fluctuations and production volumes, analogous to streams. Accordingly, Vox considers these PMPAs to be more equivalent to streams and will refer to them as such in its portfolio reporting and future disclosure.

 

Net proceeds from precious metal sales was $143,390 for the three and nine months ended September 30, 2025, which comprised gross revenue of $2,503,655 and cost of sales of $2,360,265.

 

 

8

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

7. Credit facility

 

On September 23, 2025, the Company amended its credit agreement with the Bank of Montreal (“BMO”) providing for an upsized $40,000,000 million secured revolving credit facility (the “Facility”). The Facility includes an accordion feature which provides for an additional $35,000,000 of availability subject to certain conditions, resulting in total funding capacity under the Facility of $75,000,000. The Company executed a second amendment subject to satisfaction of conditions precedent for the effectiveness thereof for the increase of the Facility and the accordion feature. The previous credit facility was a $15,000,000 million secured revolving credit facility that included an accordion feature for an additional $10,000,000.

 

The Facility, secured against all material assets of the Company, as defined in the credit agreement, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Facility bear interest at either (i) a rate determined by reference to the U.S. dollar prime rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.50% to 3.50% per annum. The undrawn portion of the Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the amended credit agreement with BMO). The Facility matures on September 23, 2028, 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 September 30, 2025, Vox was in compliance with all such covenants.

 

The following summarizes the outstanding balance under the Facility as at September 30, 2025 and December 31, 2024:

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Balance, beginning of period

 

 

-

 

 

 

-

 

Borrowings

 

 

16,700,000

 

 

 

 

 

Repayments

 

 

(5,000,000 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

11,700,000

 

 

 

-

 

 

A summary of the borrowings and repayment activities for the period was as follows:

 

 

·

On May 14, 2025, the Company initiated an initial drawdown of $11,700,000 under the BMO Facility. The proceeds were allocated to the acquisition of the Kanmantoo copper-gold royalty.

 

·

On July 14, 2025, the Company repaid $5,000,000 under the BMO Facility.

 

·

On September 26, 2025, the Company initiated a drawdown of $5,000,000 under the BMO Facility.

 

The following summarizes the change in other assets as at September 30, 2025 and December 31, 2024:

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Balance, beginning of period

 

 

279,491

 

 

 

271,029

 

Facility transaction costs incurred during the period

 

 

480,738

 

 

 

234,470

 

Amortization of Facility transaction costs

 

 

(196,222 )

 

 

(226,008 )

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

564,007

 

 

 

279,491

 

 

The following summarizes the interest and finance expenses for the three and nine months ended September 30, 2025 and 2024:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Amortization of Facility transaction costs

 

 

67,633

 

 

 

58,716

 

 

 

196,222

 

 

 

166,362

 

Interest expense on Facility

 

 

148,597

 

 

 

21,468

 

 

 

287,960

 

 

 

67,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216,230

 

 

 

80,184

 

 

 

484,182

 

 

 

234,096

 

 

 

9

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

8. Intangible assets

 

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

 

 

 

Database

 

 

 

$

 

Cost at:

 

 

 

December 31, 2024

 

 

1,837,500

 

September 30, 2025

 

 

1,837,500

 

 

 

 

 

 

Accumulated amortization at:

 

 

 

 

December 31, 2024

 

 

848,869

 

Amortization

 

 

137,655

 

September 30, 2025

 

 

986,524

 

 

 

 

 

 

Net book value at:

 

 

 

 

December 31, 2024

 

 

988,631

 

September 30, 2025

 

 

850,976

 

 

9. Accounts payable and accrued liabilities

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Trade payables

 

 

1,213,463

 

 

 

118,481

 

Sales tax payable

 

 

618,154

 

 

 

487,901

 

Accrued liabilities

 

 

899,364

 

 

 

784,125

 

 

 

 

 

 

 

 

 

 

 

 

 

2,730,981

 

 

 

1,390,507

 

 

10. Share capital

 

Authorized

 

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

 

The number of common shares issued and outstanding as at September 30, 2025 and at December 31, 2024 is as follows:

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Issued and outstanding: 67,986,838 (December 31, 2024: 50,658,776) common shares

 

 

129,200,933

 

 

 

69,528,762

 

 

Share issuance

 

On September 26, 2025, the Company announced the closing of a primary underwritten public offering (the “Offering”) through a syndicate of underwriters (the “Underwriters”) co-led by BMO Capital Markets, Cantor Fitzgerald Canada Corporation and National Bank Financial Inc., who served as joint book-running managers for the Offering. In connection with the closing of the Offering, the Company issued 17,094,750 common shares (inclusive of common shares issued pursuant to the full exercise by the Underwriters of a 15% over-allotment option) at a price of $3.70 per share for total gross proceeds to the Company of $63,250,575. In connection with the Offering, total share issue costs incurred was $4,098,821.

 

Share repurchase program

 

On March 12, 2025, the Board of Directors of the Company approved the renewal of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is 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.

 

 

10

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

The Company did not repurchase any shares under the SRP during the nine months ended September 30, 2025.

 

Income (loss) per share

 

For the three and nine months ended September 30, 2025 and 2024, the diluted income (loss) per share is calculated based on the following weighted average number of shares outstanding:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Basic weighted average number of shares outstanding

 

 

51,626,135

 

 

 

50,405,487

 

 

 

51,040,542

 

 

 

50,223,142

 

Effect of dilutive securities - stock options

 

 

342,119

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,968,254

 

 

 

50,405,487

 

 

 

51,040,542

 

 

 

50,223,142

 

 

Dividends

 

The following table provides details on the dividends declared for the nine months ended September 30, 2025.

 

Declaration date

 

Dividend per common share

 

 

Record

date

 

Payment

date

 

Dividends

declared

 

 

 

$

 

 

 

 

$

 

February 20, 2025

 

 

0.0125

 

 

March 31, 2025

 

April 14, 2025

 

 

634,426

 

May 15, 2025

 

 

0.0125

 

 

June 30, 2025

 

July 14, 2025

 

 

634,456

 

August 13, 2025

 

 

0.0125

 

 

September 30, 2025

 

October 14, 2025

 

 

849,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.0375

 

 

 

 

 

 

 

2,118,719

 

 

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.

 

Total dividends paid for the nine months ended September 30, 2025, included $14,852 paid in shares through the dividend reinvestment program, being 5,608 common shares issued at a discount rate of 5%.

 

11. Equity reserves

 

Options

 

The Company maintains an omnibus long-term incentive plan dated June 8, 2023 (the “Plan”) whereby certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The exercise price, expiry date, and vesting terms are determined by the Board of Directors. The Plan permits the issuance of options which, together with the Company’s other share compensation arrangements, may not exceed 10% of the Company’s issued common shares as at the date of grant.

 

The following summarizes the stock option activity for the nine months ended September 30, 2025 and 2024:

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

 

Number

 

 

Weighted average exercise price

 

 

Number

 

 

Weighted average exercise price

 

 

 

#

 

 

C$

 

 

#

 

 

C$

 

Outstanding, beginning of period

 

 

1,346,838

 

 

 

3.70

 

 

 

1,347,398

 

 

 

3.70

 

Granted

 

 

-

 

 

 

-

 

 

 

240,000

 

 

 

4.16

 

Cancelled

 

 

-

 

 

 

-

 

 

 

(240,560 )

 

 

4.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

1,346,838

 

 

 

3.70

 

 

 

1,346,838

 

 

 

3.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, end of period

 

 

1,346,838

 

 

 

3.70

 

 

 

1,286,838

 

 

 

3.68

 

 

 

11

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

The following table summarizes information of stock options outstanding as at September 30, 2025:

 

 

 

 

 

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

 

 

 

1.00

 

 

 

680,703

 

 

 

1.00

 

March 9, 2027

 

 

4.16

 

 

 

666,135

 

 

 

1.44

 

 

 

666,135

 

 

 

1.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,346,838

 

 

 

1.09

 

 

 

1,346,838

 

 

 

1.09

 

 

Restricted Share Unit Plan

 

Each of the Company’s omnibus long-term incentive plan dated May 19, 2020, which was replaced by the Plan, 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 September 30, 2025, 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 nine months ended September 30, 2025:

 

 

·

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

 

·

18,095 RSUs were granted to an employee and vest on September 16, 2025.

 

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

 

The following summarizes the RSU activity for the nine months ended September 30, 2025 and 2024:

 

 

September 30, 2025

September 30, 2024

 

Number

Weighted

 average fair

 value

Number

Weighted

 average fair

 value

 

#

$

#

$

Outstanding, beginning of period

1,309,061

2.23

952,018

2.62

Granted

848,010

2.28

968,448

2.00

Exercised

(227,704)

2.22

(567,088)

2.51

 

 

 

 

 

Outstanding, end of period

1,929,367

2.25

1,353,378

2.22

 

 

 

 

 

Vested, end of period

1,036,566

2.29

425,155

2.46

 

Warrants

 

During the nine months ended September 30, 2024, 6,407,883 warrants expired, unexercised.

 

12. General and administration

 

The Company’s general and administration expenses incurred for the three and nine months ended September 30, 2025 and 2024 are as follows:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Corporate administration

 

 

242,037

 

 

 

370,840

 

 

 

816,676

 

 

 

932,356

 

Professional fees

 

 

117,424

 

 

 

121,644

 

 

 

333,152

 

 

 

328,212

 

Salaries and benefits

 

 

607,284

 

 

 

640,752

 

 

 

1,890,530

 

 

 

1,943,645

 

Director fees

 

 

40,154

 

 

 

40,147

 

 

 

120,434

 

 

 

106,605

 

Amortization

 

 

45,885

 

 

 

45,885

 

 

 

137,655

 

 

 

137,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,052,784

 

 

 

1,219,268

 

 

 

3,298,447

 

 

 

3,448,473

 

 

 

12

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

13. Other income

 

The Company’s other expenses for the three and nine months ended September 30, 2025 and 2024 are as follows:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Interest income

 

 

65,676

 

 

 

122,498

 

 

 

264,222

 

 

 

368,680

 

Foreign exchange income (loss)

 

 

(41,277 )

 

 

(34,215 )

 

 

34,118

 

 

 

(167,491 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,399

 

 

 

88,283

 

 

 

298,340

 

 

 

201,189

 

 

14. Related party transactions

 

Related parties include the Company’s Board of Directors and management, as well as close family and enterprises that are controlled by these individuals and certain persons performing similar functions. Other than indicated below, the Company entered into no related party transactions during the three and nine months ended September 30, 2025 and 2024.

 

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 former EVP – Australia.

 

The remuneration of directors and other members of key management personnel during the three and nine months ended September 30, 2025 and 2024 are as follows:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Short-term employee benefits

 

 

468,386

 

 

 

532,685

 

 

 

1,520,657

 

 

 

1,601,564

 

Share-based compensation

 

 

303,717

 

 

 

322,040

 

 

 

1,441,041

 

 

 

1,586,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

772,103

 

 

 

854,725

 

 

 

2,961,698

 

 

 

3,187,785

 

 

15. Commitments and contingencies

 

The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended September 30, 2025, individually or in the aggregate, is material to its consolidated financial condition or results of operations.

 

Litigation matter

 

Mt Ida

 

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. On May 28, 2025, Vox Australia discontinued its claim in the Supreme Court of Western Australia after reaching a settlement agreement with Aurenne, which included Vox obtaining a deed of assignment and assumption for the Aurenne royalty executed by Aurenne.

 

Red Hill

 

Vox Australia was served with a writ of summons and statement of claim in the Supreme Court of Western Australia pursuant to which Vox Australia has been named as a second defendant.

 

The plaintiff alleges, among other things, that the first defendant breached its obligations to the plaintiff in connection with the assignment of the Red Hill royalty to Vox Australia in September 2023 on the basis that the plaintiff had a right of first refusal. The plaintiff is seeking declaratory relief in respect of the assignment of the first defendant’s royalty to Vox Australia, or alternatively, damages. Vox Australia acquired the Red Hill royalty as part of a portfolio of nine royalties from the first defendant for a combination of A$6,750,000 in cash and non-cash consideration comprised of Vox providing ongoing royalty related services to the first defendant.

 

Each of the defendants deny that the purported right of first refusal applied in the circumstances. The Company will take all appropriate steps to defend the action. As at September 30, 2025, the proceeding is ongoing.

 

 

13

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(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 nine months ended September 30, 2025, 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 September 30, 2025, the proceeding is ongoing.

 

Commitments

 

The Company or affiliates of the Company are committed to minimum annual lease payments for its premises and certain consulting agreements, as follows:

 

 

 

October 1, 2025

to

September 30, 2026

 

 

 

$

 

Leases

 

 

3,872

 

Consulting agreements

 

 

39,585

 

 

 

 

 

 

 

 

 

43,457

 

 

Contingencies

 

The Company or affiliates of the Company are responsible for making the following certain milestone payments in connection with royalty acquisitions, which become payable on certain royalty revenue or cumulative production thresholds being achieved.

 

Royalty

 

$

 

Limpopo(1)(4)

 

 

6,393,219

 

Dandoko(2)

 

 

2,500,000

 

Brits(1)(5)

 

 

1,250,000

 

Bullabulling(3)(6)

 

 

657,400

 

Koolyanobbing(7)

 

 

328,700

 

El Molino(8)

 

 

450,000

 

Uley(1)(9)

 

 

144,628

 

Other(10)

 

 

89,792

 

 

 

 

 

 

 

 

 

11,813,739

 

 

(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 must be settled in cash. Milestone payments include: (i) $1,250,000 upon first royalty receipts; and (ii) $1,250,000 on receipt of payment of 500Koz production from the royalty area.

(3)

The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election

(4)

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.

(5)

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.

(6)

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.

(7)

Milestone payment due upon achievement of cumulative 5Mdmt of ore processed.

(8)

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.

(9)

Milestone payment due upon commencement of commercial production.

(10)

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.

 

 

14

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

16. Supplemental cash flow information

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Change in accrued other assets

 

 

231,712

 

 

 

-

 

 

 

229,097

 

 

 

(271,029 )

Change in accrued deferred asset acquisitions

 

 

22,943

 

 

 

(12,463 )

 

 

35,000

 

 

 

477

 

Change in accrued royalty, streams and other interests

 

 

195,345

 

 

 

(5,500 )

 

 

195,345

 

 

 

-

 

Change in accrued interest expense on Facility

 

 

(15,153 )

 

 

235

 

 

 

14,033

 

 

 

21,563

 

Change in accrued share issue costs

 

 

564,500

 

 

 

-

 

 

 

564,500

 

 

 

-

 

 

17. Segment information

 

For the nine months ended September 30, 2025 and 2024, the Company operated in one reportable segment being the acquisition of royalty, streams and other interests.

 

For the three and nine months ended September 30, 2025 and 2024, revenues generated from each geographic location is as follows:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Australia

 

 

3,594,245

 

 

 

2,428,809

 

 

 

8,990,789

 

 

 

8,130,121

 

South Africa

 

 

78,428

 

 

 

-

 

 

 

78,428

 

 

 

-

 

Brazil

 

 

29,839

 

 

 

-

 

 

 

63,129

 

 

 

4,812

 

USA

 

 

113,128

 

 

 

-

 

 

 

128,633

 

 

 

15,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

3,815,640

 

 

 

2,428,809

 

 

 

9,260,979

 

 

 

8,150,438

 

 

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

 

 

 

September 30,

2025

 

 

December 31,

2024

 

 

 

$

 

 

$

 

Australia

 

 

40,240,843

 

 

 

30,452,281

 

Canada

 

 

21,420,824

 

 

 

3,036,308

 

South Africa

 

 

15,573,181

 

 

 

1,914,844

 

Ivory Coast

 

 

11,700,000

 

 

 

-

 

Brazil

 

 

10,713,763

 

 

 

604,307

 

USA

 

 

4,686,192

 

 

 

2,210,330

 

Mali

 

 

1,500,000

 

 

 

-

 

Cayman Islands

 

 

850,976

 

 

 

988,631

 

Peru

 

 

45,609

 

 

 

45,609

 

 

 

 

 

 

 

 

 

 

Total

 

 

106,731,388

 

 

 

39,252,310

 

 

18. Income taxes

 

For the three and nine months ended September 30, 2025 and 2024, income tax recognized in net income (loss) and comprehensive income (loss) is comprised of the following:

 

 

 

Three months ended

September 30, 2025

 

 

Three months ended

September 30, 2024

 

 

Nine months ended

September 30, 2025

 

 

Nine months ended

September 30, 2024

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Current tax expense

 

 

330,857

 

 

 

448,757

 

 

 

1,013,350

 

 

 

1,627,143

 

Deferred tax expense (recovery)

 

 

138,319

 

 

 

(56,319 )

 

 

134,670

 

 

 

118,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

469,176

 

 

 

392,438

 

 

 

1,148,020

 

 

 

1,745,339

 

 

 

15

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

19. Financial instruments

 

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the nine months ended September 30, 2025, and 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 trade receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in high quality financial institutions and closely monitors its trade receivable balances. The Company’s trade receivables and gold purchase contracts are subject to the credit risk and performance of the counterparties who own and operate the mines underlying Vox’s asset portfolio.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account the anticipated cash flows from operations and holding of cash and cash equivalents. As at September 30, 2025, the Company had cash and cash equivalents of $12,146,280 (December 31, 2024 - $8,754,391) and working capital of $11,703,974 (December 31, 2024 - $9,234,339).

 

Currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Financial instruments that impact the Company’s net income (loss) due to currency fluctuations include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian-denominated monetary assets and liabilities at September 30, 2025, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income (loss) and other comprehensive income (loss) by $580,000.

 

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 September 30, 2025, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net income (loss) and other comprehensive income (loss) by approximately $300,000.

 

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

 

Commodity and share price risk

 

The Company’s royalties, streams and other interests are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of precious and base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the Company’s future 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 unaudited condensed interim Consolidated Statements of Financial Position approximate fair value because of the limited term of these instruments.

 

The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

 

·

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·

Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

16

 

 

 

Vox Royalty Corp. 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in United States Dollars)

 

As at September 30, 2025 and December 31, 2024, the Company does not have any financial instruments measured at fair value after initial recognition, except for streams and other interests, with a carrying value at September 30, 2025 of $56,058,337, which are estimated using Level 3 inputs. See Note 6 for the changes in fair value measurements of streams and other interests classified as Level 3 as at September 30, 2025. These financial instruments are measured at fair value utilizing inputs other than quoted prices included in Level 1. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income (loss) and comprehensive income (loss).

 

Capital management

 

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalty, streams and other interests, while optimizing its capital structure by balancing debt and equity. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities. As at September 30, 2025, the capital structure of the Company consists of $101,174,242 (December 31, 2024 - $43,060,199) 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.

 

20. Subsequent events

 

On November 12, 2025, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on January 14, 2025, to shareholders of record as of the close of business on December 31, 2025.

 

 

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