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

EXHIBIT 99.1

 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited – Expressed in United States Dollars)

 

 

 

 

VOX ROYALTY CORP.
 
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited – 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– 18

 

 

 

Table of Contents

 

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in United States Dollars)

 

 

 

 

 

As at

 

 

 

Note

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

 

 

$

 

 

$

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

15,895,054

 

 

 

8,084,572

 

Accounts receivable

 

 

4

 

 

 

2,106,733

 

 

 

2,857,202

 

Prepaid expenses and other

 

 

 

 

 

 

449,326

 

 

 

439,177

 

Total current assets

 

 

 

 

 

 

18,451,113

 

 

 

11,380,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Royalty interests

 

 

5

 

 

 

50,335,167

 

 

 

50,779,045

 

Streams and other interests – financial assets

 

 

6

 

 

 

72,818,859

 

 

 

59,964,224

 

Other assets

 

 

7

 

 

 

448,603

 

 

 

468,505

 

Intangible assets

 

 

8

 

 

 

757,969

 

 

 

803,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

142,811,711

 

 

 

123,396,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

9

 

 

 

2,650,863

 

 

 

2,999,323

 

Dividends payable

 

 

10

 

 

 

1,033,509

 

 

 

854,564

 

Income taxes payable

 

 

 

 

 

 

48,393

 

 

 

318,925

 

Total current liabilities

 

 

 

 

 

 

3,732,765

 

 

 

4,172,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Credit facility

 

 

7

 

 

 

-

 

 

 

6,700,000

 

Deferred tax liabilities

 

 

 

 

 

 

5,527,761

 

 

 

5,476,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

9,260,526

 

 

 

16,349,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

10

 

 

 

131,619,641

 

 

 

129,977,712

 

Equity reserves

 

 

11

 

 

 

6,759,647

 

 

 

5,346,955

 

Deficit

 

 

 

 

 

 

(4,828,103 )

 

 

(28,277,580 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

 

 

 

133,551,185

 

 

 

107,047,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 

 

 

 

142,811,711

 

 

 

123,396,632

 

 

Commitments and contingencies (Note 16)

Subsequent events (Note 21)

 

Approved by the Board of Directors on May 13, 2026

 

Signed                           “Kyle Floyd”                           , Director

 

Signed                              “Robert Sckalor”                                   , Director

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

 

 
1

Table of Contents

 

Vox Royalty Corp.

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

(Unaudited - Expressed in United States Dollars)

 

 

 

Note

 

 

Three months ended

March 31, 2026

 

 

Three months

ended

March 31, 2025

 

 

 

 

 

 

$ 

 

 

 

Royalty revenue

 

 

18

 

 

 

2,169,087

 

 

 

2,680,194

 

Net precious metals income

 

 

6,18

 

 

 

13,867,516

 

 

 

-

 

Depletion on royalties and depreciation-like charges

 

 

5,6

 

 

 

(4,457,876 )

 

 

(785,122 )

Gross profit

 

 

 

 

 

 

11,578,727

 

 

 

1,895,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

12,15

 

 

 

(1,539,801 )

 

 

(1,134,538 )

Share-based compensation

 

 

11,15

 

 

 

(2,143,606 )

 

 

(584,334 )

Project evaluation expenses

 

 

13

 

 

 

(780,101 )

 

 

(72,669 )

Total operating expenses

 

 

 

 

 

 

(4,463,508 )

 

 

(1,791,541 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

 

 

 

 

7,115,219

 

 

 

103,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Revaluation of streams and other interests

 

 

6

 

 

 

16,532,974

 

 

 

-

 

Amendment fee on streams and other interests

 

 

6

 

 

 

1,000,000

 

 

 

-

 

Interest and finance expenses

 

 

7

 

 

 

(150,999 )

 

 

(85,388 )

Other income (expenses), net

 

 

14

 

 

 

36,168

 

 

 

73,733

 

Income before income taxes

 

 

 

 

 

 

24,533,362

 

 

 

91,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

19

 

 

 

(50,376 )

 

 

(451,016 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) and comprehensive income (loss)

 

 

 

 

 

 

24,482,986

 

 

 

(359,140 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10

 

 

 

68,686,171

 

 

 

50,729,613

 

Diluted

 

 

10

 

 

 

71,351,433

 

 

 

50,729,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10

 

 

 

0.36

 

 

 

(0.01 )

Diluted

 

 

10

 

 

 

0.34

 

 

 

(0.01 )

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

 

 
2

Table of Contents

 

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited - Expressed in United States Dollars)

 

 

 

Note

 

 

Number of

Shares

 

 

Share

Capital

 

 

Equity

Reserves

 

 

Deficit

 

 

Total

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2025

 

 

 

 

 

50,658,776

 

 

 

69,528,762

 

 

 

4,722,776

 

 

 

(31,191,339 )

 

 

43,060,199

 

Share issue costs

 

 

 

 

 

-

 

 

 

(1,839 )

 

 

-

 

 

 

-

 

 

 

(1,839 )

Dividends declared

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(634,429 )

 

 

(634,429 )

Shares issued – dividends reinvestment plan

 

 

 

 

 

1,507

 

 

 

3,383

 

 

 

-

 

 

 

-

 

 

 

3,383

 

Settlement of RSUs

 

 

 

 

 

93,855

 

 

 

220,631

 

 

 

(220,631 )

 

 

-

 

 

 

-

 

Share-based compensation

 

 

 

 

 

-

 

 

 

-

 

 

 

584,334

 

 

 

-

 

 

 

584,334

 

Net loss and comprehensive loss

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(359,140 )

 

 

(359,140 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2025

 

 

 

 

 

50,754,138

 

 

 

69,750,937

 

 

 

5,086,479

 

 

 

(32,184,908 )

 

 

42,652,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2026

 

 

 

 

 

68,364,945

 

 

 

129,977,712

 

 

 

5,346,955

 

 

 

(28,277,580 )

 

 

107,047,087

 

Share issue costs

 

 

 

 

 

-

 

 

 

(874 )

 

 

-

 

 

 

-

 

 

 

(874 )

Dividends declared

 

 

10

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,033,509 )

 

 

(1,033,509 )

Shares issued – dividends reinvestment plan

 

 

10

 

 

 

1,266

 

 

 

5,726

 

 

 

-

 

 

 

-

 

 

 

5,726

 

Settlement of RSUs

 

 

11

 

 

 

197,714

 

 

 

504,571

 

 

 

(504,571 )

 

 

-

 

 

 

-

 

Exercise of stock options

 

 

11

 

 

 

336,686

 

 

 

1,132,506

 

 

 

(226,343 )

 

 

-

 

 

 

906,163

 

Share-based compensation

 

 

11

 

 

 

-

 

 

 

-

 

 

 

2,143,606

 

 

 

-

 

 

 

2,143,606

 

Net income and comprehensive income

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24,482,986

 

 

 

24,482,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2026

 

 

 

 

 

 

68,900,611

 

 

 

131,619,641

 

 

 

6,759,647

 

 

 

(4,828,103 )

 

 

133,551,185

 

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

 

 
3

Table of Contents

 

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in United States Dollars)

 

 

 

Note

 

 

Three months ended

March 31, 2026

 

 

Three months

ended

March 31, 2025

 

 

 

 

 

 $

 

 

$

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

 

 

 

24,482,986

 

 

 

(359,140 )

Adjustments for:

 

 

 

 

 

 

 

 

 

 

 

Deferred tax expense (recovery)

 

 

19

 

 

 

51,028

 

 

 

(52,960 )

Foreign exchange on cash

 

 

 

 

 

 

17,722

 

 

 

16,799

 

Share-based compensation

 

 

11,15

 

 

 

2,143,606

 

 

 

584,334

 

Interest and finance expenses

 

 

7

 

 

 

150,999

 

 

 

85,388

 

Amortization

 

 

8

 

 

 

45,938

 

 

 

45,885

 

Depletion on royalties and depreciation-like charges

 

 

5,6

 

 

 

4,457,876

 

 

 

785,122

 

Revaluation of streams and other interests

 

 

6

 

 

 

(16,532,974 )

 

 

-

 

 

 

 

 

 

 

 

14,817,181

 

 

 

1,105,428

 

Changes in non-cash working capital:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

 

750,469

 

 

 

11,456

 

Prepaid expenses

 

 

 

 

 

 

(10,149 )

 

 

(125,341 )

Accounts payable and accrued liabilities

 

 

 

 

 

 

(74,219 )

 

 

(410,751 )

Income taxes payable

 

 

 

 

 

 

(270,532 )

 

 

458,022

 

Net cash flows from operating activities

 

 

 

 

 

 

15,212,750

 

 

 

1,038,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of royalties

 

 

5

 

 

 

(340,908 )

 

 

-

 

Net cash flows used in investing activities

 

 

 

 

 

 

(340,908 )

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Share issue costs

 

 

 

 

 

 

(246,233 )

 

 

(1,839 )

Exercise of stock options

 

 

 

 

 

 

906,163

 

 

 

-

 

Credit facility repayments

 

 

7

 

 

 

(6,700,000 )

 

 

-

 

Transaction costs related to credit facility

 

 

7

 

 

 

(57,849 )

 

 

(2,615 )

Payments of interest on credit facility

 

 

7

 

 

 

(96,881 )

 

 

(21,563 )

Dividends paid

 

 

10

 

 

 

(848,838 )

 

 

(604,522 )

Net cash used in financing activities

 

 

 

 

 

 

(7,043,638 )

 

 

(630,539 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in cash

 

 

 

 

 

 

7,828,204

 

 

 

408,275

 

Impact of foreign exchange on cash

 

 

 

 

 

 

(17,722 )

 

 

(16,799 )

Cash, beginning of the period

 

 

 

 

 

 

8,084,572

 

 

 

8,754,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, end of the period

 

 

 

 

 

 

15,895,054

 

 

 

9,145,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information (Note 17)

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited condensed interim consolidated financial statements

 

 
4

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

1. Nature of operations

 

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

 

The Company holds a diversified portfolio of over 70 royalties, streams, and other interests, with primary exposure to gold and select industrial metals across top tier mining jurisdictions. Approximately 85% of the Company’s portfolio of royalty, streams and other interests by asset count are located in Australia, Canada and the United States.

 

2. Material accounting policy information

 

(a) Statement of compliance

 

These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2025. They do not include all of the information and disclosures required by International Financial Reporting Standards as issued by the IASB (“IFRS Accounting Standards”) for annual statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited condensed interim consolidated financial statements. Operating results for the period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2025.

 

These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on May 13, 2026.

 

(b) Basis of presentation

 

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

 

(c) Principles of consolidation

 

These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its wholly-owned subsidiaries: Vox Royalty Cayman SEZC (Cayman Islands), Vox Royalty Australia Pty Ltd. (Australia), Vox Royalty Canada Ltd. (Ontario, Canada), and Vox Royalty USA Ltd. (Delaware, USA). These unaudited condensed interim consolidated financial statements also incorporated the accounts of the Company’s previously wholly-owned subsidiary, SilverStream SEZC (Cayman Islands), which commenced a voluntary liquidation on November 19, 2025, and held a final meeting of the sole shareholder, Vox, to dissolve SilverStream SEZC, on December 19, 2025.

 

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

 

(d) Recent accounting pronouncements adopted

 

Amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)

 

Effective January 1, 2026, the Company adopted amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities, introduce a new exception for certain financial liabilities settled through an electronic payment system prior to the settlement date and update the disclosures required for equity instruments designated at fair value through other comprehensive income. The Company elected to apply the option to derecognize financial liabilities settled in cash using an electronic payment system, before the settlement date when the related payment instruction cannot be withdrawn, stopped or cancelled, the Company no longer has access to the cash designated for settlement and the related settlement risk is insignificant. These amendments did not have a material impact on the Company's condensed interim consolidated financial statements.

 

(e) Recent accounting pronouncements not yet adopted

 

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

IFRS 18 introduces new categories and defined subtotals in the statement of profit or loss, new disclosures on management-defined performance measures (“MPMs”) and enhanced requirements to improve the aggregation and disaggregation of information in the financial statements. Under IFRS 18, the statement of profit or loss is divided into three categories: operating, investing, and financing. Concurrent amendments to IAS 7 Cash Flows align with these new subtotals so the cash flow statement will now begin with the IFRS 18-specified subtotal of operating profit rather than net earnings.

 

 
5

Table of Contents

  

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The adoption of IFRS 18 is expected to change the presentation and structure of the Company’s primary financial statements but is not expected to have an impact on the measurement of net earnings or cash flows.

 

IFRS 18 will require additional note disclosures such as for MPMs where certain non-IFRS performance measures, representing subtotals of income and expenses, are used in public communications. Management is monitoring pronouncements from both the IASB and the regulators. The Company is continuing to evaluate the detailed impact of IFRS 18 on the Company’s financial statement presentation, disclosures, and internal controls.

 

3. Significant judgments, estimates and assumptions

 

The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the unaudited condensed interim consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The unaudited condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences.

 

The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements were the same as those applied to the Company’s annual financial statements for the year ended December 31, 2025.

 

4. Accounts receivable

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

$

 

Trade receivables from royalties

 

 

1,794,766

 

 

 

2,685,915

 

Trade receivables from streams and other interests

 

 

200,767

 

 

 

60,087

 

Sales tax recoverable

 

 

111,200

 

 

 

111,200

 

 

 

 

 

 

 

 

 

 

 

 

 

2,106,733

 

 

 

2,857,202

 

 

Trade receivables from royalties, streams and other interests are held in order to collect the contractual cash flows, are initially measured at the amounts communicated as receivable from the counterparties under the terms of the agreements and are generally collected within 45 days of quarter-end. None of the receivables are past due and impairment losses recognized based on lifetime expected credit losses are immaterial given the credit quality of the counterparties.

 

5. Royalty interests

 

As at and for the three months ended March 31, 2026:

 

 

 

Cost

 

 

Accumulated Depletion

 

 

Royalty interests

 

Opening

 

 

Additions

 

 

Reclassification

 

 

Ending

 

 

Opening

 

 

Depletion

 

 

Reclassification

 

 

Ending

 

 

Carrying Amount

 

 

 

 $

 

 

 $

 

 

 $

 

 

$

 

 

 $

 

 

$

 

 

 $

 

 

 $

 

 

$

 

Producing

 

 

34,699,886

 

 

 

-

 

 

 

(262,328)

 

 

34,437,558

 

 

 

(9,570,488)

 

 

(773,206)

 

 

148,433

 

 

 

(10,195,261)

 

 

24,242,297

 

Non-producing

 

 

27,863,974

 

 

 

369,306

 

 

 

284,346

 

 

 

28,517,626

 

 

 

(2,279,000)

 

 

(6,331)

 

 

(148,433 )

 

 

(2,433,764)

 

 

26,083,862

 

Deferred acquisition costs

 

 

64,673

 

 

 

9,008

 

 

 

(64,673)

 

 

9,008

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

62,628,533

 

 

 

378,314

 

 

 

(42,655)

 

 

62,964,192

 

 

 

(11,849,488)

 

 

(779,537)

 

 

-

 

 

 

(12,629,025)

 

 

50,335,167

 

 

Non-producing royalty interests include development, advanced exploration and exploration stage assets, with exploration and evaluation stage assets comprising a carrying amount of $4,803,606 at March 31, 2026 (December 31, 2025 - $4,332,418). 

 
6

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Total royalty interests include carrying amounts in the following countries:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

 $

 

 

$

 

Australia

 

 

42,154,432

 

 

 

42,591,979

 

Canada

 

 

2,756,817

 

 

 

2,756,817

 

USA

 

 

2,159,906

 

 

 

2,166,237

 

Mali

 

 

1,503,549

 

 

 

1,503,549

 

South Africa

 

 

1,150,828

 

 

 

1,150,828

 

Brazil

 

 

564,026

 

 

 

564,026

 

Peru

 

 

45,609

 

 

 

45,609

 

 

 

 

 

 

 

 

 

 

 

 

 

50,335,167

 

 

 

50,779,045

 

 

Royalties acquired during the three months ended March 31, 2026

 

Gold and copper royalty portfolio

 

On February 26, 2026, the Company completed the acquisition of a portfolio of two Australian gold and copper royalties for a total consideration of up to $460,330 (A$650,000). The Company paid the royalty seller $318,697 (A$450,000) at closing and a further $141,633 (A$200,000) is payable on the satisfaction of post-closing conditions, which Vox expects to be satisfied later in 2026. In addition, the Company incurred $38,600 of legal and professional fees related to the acquisition.

 

Deferred asset acquisitions

 

Deferred asset acquisitions as at March 31, 2026 of $9,008 (December 31, 2025 - $64,673) relates to costs incurred prior to the execution and closing of an asset acquisition. Deferred asset acquisition costs are reallocated to royalty interests or streams and other interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are expensed as project evaluation expenses.

 

6. Streams and other interests

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

$

 

Balance, beginning of period

 

 

59,964,224

 

 

 

-

 

Acquisitions

 

 

-

 

 

 

56,119,811

 

Settlement receipts

 

 

(13,867,516)

 

 

(4,581,329)

Change in fair value:

 

 

 

 

 

 

 

 

Net precious metals income

 

 

13,867,516

 

 

 

4,581,329

 

Depreciation-like charges

 

 

(3,678,339)

 

 

(2,282,834)

Revaluation of streams and other interests

 

 

16,532,974

 

 

 

6,127,247

 

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

72,818,859

 

 

 

59,964,224

 

 

Total streams and other interests include fair value amounts in the following countries:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

 $

 

 

 $

 

Canada

 

 

45,818,859

 

 

 

24,264,224

 

Côte d’Ivoire

 

 

15,500,000

 

 

 

13,300,000

 

South Africa

 

 

8,900,000

 

 

 

7,000,000

 

USA

 

 

2,600,000

 

 

 

2,300,000

 

Brazil

 

 

-

 

 

 

13,100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

72,818,859

 

 

 

59,964,224

 

 

 
7

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Amendments to PMPAs during the three months ended March 31, 2026

 

On January 23, 2026, Vox entered into a definitive agreement with Equinox Gold Corp. (“Equinox”) to restructure Vox’s 35% gold purchase contract over the Santa Luz, Fazenda and RDM mines in Brazil, with another gold purchase contract over the Greenstone gold mine in Ontario, Canada. As part of the agreement, Equinox paid Vox $1,000,000 as an amendment fee.

 

Assumptions

 

The fair value of these Precious Metals Purchase Agreements (“PMPAs”) is determined by calculating the discounted future cash flows. The valuation relies primarily on unobservable inputs and is therefore classified as a Level 3 fair value measurement. The key input assumptions used were an 8.16% discount rate (December 31, 2025: 8.0% discount rate), forecast realized margins of $85.44/oz (December 31, 2025: $65.36/oz), and projected production volumes from the individual mines.

 

The sensitivity to the fair value of the financial asset that were attributed from the changes in the key inputs are summarized as follows:

 

 

·

Discount rate: a 1% increase (decrease) in discount rate would have increased (decreased) net income (loss) and other comprehensive income (loss) by approximately $2,300,000.

 

·

Realized margins: a 5% increase (decrease) in realized margins would have increased (decreased) net income (loss) and other comprehensive income (loss) by approximately $3,500,000. Realized margins comprise: (i) the proceeds received from the sale of the refined gold to the customer; less (ii) the purchase price paid to the mining operator for the refined gold and sales commissions.

 

·

Projected production volume: this input is based on mine plans published by the individual operators and management’s best estimate of the ounces to be delivered under the contract. Management does not anticipate material changes to the total volume of the production over the life of the mine, and any adjustments to the volume will therefore be primarily timing differences. As a result these changes are not expected to materially impact the fair value.

 

7. Credit facility

 

Facility terms

 

The Company has a bank credit facility agreement providing for a $40,000,000 secured revolving credit facility (the “Credit Facility”). The Credit Facility includes an accordion feature which provides for an additional $35,000,000 of availability subject to certain conditions, resulting in total funding capacity under the Credit Facility of $75,000,000.

 

The Credit Facility, secured against certain royalty assets and PMPAs of the Company, as defined in the credit agreement, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Credit Facility bear interest at either (i) a rate determined by reference to the U.S. dollar prime rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.50% to 3.50% per annum. The undrawn portion of the Credit Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the amended credit agreement). The Credit Facility matures on September 23, 2028, and is extendable one-year at a time through mutual agreement between the Company and the lender. The Credit Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements.

 

As at March 31, 2026, no amounts are drawn on the facility and the Company was in compliance with all covenants and the Company expects to remain in compliance over the next year. The covenants, tested at the end of each fiscal quarter, include:

 

 

·

Leverage Ratio: less than or equal to 3.5:1;

 

·

Interest Coverage Ratio: greater than or equal to 2.5:1; and

 

·

Liquidity, comprising cash and the unadvanced portion under the Credit Facility, shall be no less than $5,000,000.

 

Credit facility

 

The following summarizes the outstanding balance under the Credit Facility as at March 31, 2026 and December 31, 2025:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

$

 

Balance, beginning of period

 

 

6,700,000

 

 

 

-

 

Borrowings

 

 

-

 

 

 

16,700,000

 

Repayments

 

 

(6,700,000)

 

 

(10,000,000)

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

-

 

 

 

6,700,000

 

 

 

 
8

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Other assets (Facility transaction costs)

 

The following summarizes the change in other assets as at March 31, 2026 and December 31, 2025:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

 $

 

Balance, beginning of period

 

 

468,505

 

 

 

279,491

 

Facility transaction costs incurred during the period

 

 

27,849

 

 

 

514,998

 

Amortization expense of Facility transaction costs

 

 

(47,751)

 

 

(325,984)

 

 

 

 

 

 

 

 

 

Balance, end of period

 

 

448,603

 

 

 

468,505

 

 

Interest and finance expenses

 

The following summarizes the interest and finance expenses for the three months ended March 31, 2026 and 2025:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

 $

 

 

$

 

Amortization expense of Facility transaction costs

 

 

47,751

 

 

 

64,294

 

Interest expense on Facility

 

 

103,248

 

 

 

21,094

 

 

 

 

 

 

 

 

 

 

 

 

 

150,999

 

 

 

85,388

 

 

8. Intangible assets

 

Intangible assets are comprised of the Mineral Royalties Online (“MRO”) royalty database, which was acquired in May 2020 for $1,837,500.

 

 

 

Database

 

 

 

$

 

Cost at:

 

 

 

December 31, 2025 and March 31, 2026

 

 

1,837,500

 

 

 

 

 

 

Accumulated amortization at:

 

 

 

 

December 31, 2025

 

 

1,033,593

 

Amortization

 

 

45,938

 

March 31, 2026

 

 

1,079,531

 

 

 

 

 

 

Net book value at:

 

 

 

 

December 31, 2025

 

 

803,907

 

March 31, 2026

 

 

757,969

 

 

9. Accounts payable and accrued liabilities

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

$

 

Trade payables

 

 

1,661,583

 

 

 

959,795

 

Sales tax payable

 

 

427,042

 

 

 

658,740

 

Accrued liabilities

 

 

562,238

 

 

 

1,380,788

 

 

 

 

 

 

 

 

 

 

 

 

 

2,650,863

 

 

 

2,999,323

 

 

10. Share capital

 

Authorized

 

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

 

 

 
9

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

The number of common shares issued and outstanding as at March 31, 2026 and at December 31, 2025 is as follows:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

 $

 

Issued: 68,900,611 (December 31, 2025: 68,364,945) common shares

 

 

131,619,641

 

 

 

129,977,712

 

  

Share repurchase program

 

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

 

Repurchases under the SRP may be made at times and in amounts as the Company deems appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with securities laws in the United States. The actual timing, number and value of repurchases under the SRP will be determined by management in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The SRP may be suspended or discontinued at any time. Open market repurchases will only be made outside of Canada through the facilities of the Nasdaq or any alternative open market in the United States, as applicable.

 

The SRP expired on March 12, 2026. The Company did not repurchase any shares under the SRP during the three months ended March 31, 2026.

 

Income (loss) per share

 

For the three months ended March 31, 2026 and 2025, the basic income (loss) per share is calculated based on the following weighted average number of shares outstanding:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

Basic income (loss) per share

 

 

 

 

 

 

Net income (loss)

 

$ 24,482,986

 

 

$ (359,140 )

Weighted average shares outstanding

 

 

68,686,171

 

 

 

50,729,613

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$ 0.36

 

 

$ (0.01 )

 

For the three months ended March 31, 2026 and 2025, the diluted income (loss) per share is calculated based on the following weighted average number of shares outstanding:

 

 

 

Three months

ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

Diluted income (loss) per share

 

$

 

 

$

 

Net income (loss)

 

$ 24,377,600

 

 

$ (359,140)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

68,686,171

 

 

 

50,729,613

 

Adjustments for calculation of diluted income per share:

 

 

 

 

 

 

 

 

Stock options

 

 

593,625

 

 

 

-

 

RSUs

 

 

2,071,637

 

 

 

-

 

Weighted average shares outstanding in calculating diluted income (loss) per share

 

 

71,351,433

 

 

 

50,729,613

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share

 

$ 0.34

 

 

$ (0.01)

 

For the period ended March 31, 2026, nil stock options (March 31, 2025: 1,346,838 stock options) and nil RSUs (March 31, 2025: 2,045,121 RSUs) were excluded in the computation of diluted income (loss).

 

Dividends

 

The following table provides details on the dividends declared for the three months ended March 31, 2026.

 

Declaration date

 

Dividend per common share

 

 

Record

date

 

Payment

date

 

Dividends

declared

 

 

 

 $

 

 

 

 

 

 

$

 

 March 5, 2026

 

 

0.015

 

 

March 31, 2026

 

April 14, 2026

 

 

1,033,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.015

 

 

 

 

 

 

 

1,033,509

 

 

 
10

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

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

 

During the period ended March 31, 2026, the Company issued 1,266 common shares under the DRIP, representing dividends paid of $5,726.

 

11. Equity reserves

 

Options

 

The Company maintains an omnibus long-term incentive plan dated June 8, 2023 (the “LTIP”), as well as a prior omnibus long-term incentive plan dated May 19, 2020, which remains in force only until all awards granted thereunder have been exercised or have expired (together with the LTIP, the “Plans”). The Plans provide that certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The exercise price, expiry date and vesting terms are determined by the Board of Directors. The Plans permit the issuance of options, which, together with the Company’s other share compensation arrangements, may not exceed 10% of the Company’s issued common shares as at the date of grant.

 

The following summarizes the stock option activity for the three months ended March 31, 2026 and 2025:

 

 

 

March 31, 2026

 

 

March 31, 2025

 

 

 

Number

 

 

Weighted average exercise price

 

 

Number

 

 

Weighted average exercise price

 

 

 

#

 

 

$

 

 

 #

 

 

$

 

Outstanding, beginning of period

 

 

1,346,838

 

 

 

2.65

 

 

 

1,346,838

 

 

 

2.65

 

Granted

 

 

2,400,001

 

 

 

4.99

 

 

 

-

 

 

 

-

 

Exercised

 

 

(336,686)

 

 

2.69

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

3,410,153

 

 

 

4.29

 

 

 

1,346,838

 

 

 

2.65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, end of period

 

 

1,010,152

 

 

 

3.71

 

 

 

1,346,838

 

 

 

2.65

 

 

The following table summarizes information of stock options outstanding as at March 31, 2026:

 

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Expiry date

 

Exercise

price

 

 

Number of

options

outstanding

 

 

Weighted average remaining contractual life

 

 

Number of options exercisable

 

 

Weighted average remaining contractual life

 

 

 

$

 

 

#

 

 

Years

 

 

#

 

 

Years

 

June 30, 2026

 

 

2.33

 

 

 

504,855

 

 

 

0.25

 

 

 

504,855

 

 

 

0.25

 

March 9, 2027

 

 

2.98

 

 

 

505,297

 

 

 

0.94

 

 

 

505,297

 

 

 

0.94

 

January 21, 2031

 

 

4.99

 

 

 

2,400,001

 

 

 

4.81

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,410,153

 

 

 

3.56

 

 

 

1,010,152

 

 

 

0.59

 

 

The Company used the Black-Scholes valuation model (“BSM”) to estimate the grant date fair value of stock options granted during the period using the following weighted average assumptions:

 

 

 

Three months ended

March 31, 2026

 

Expected stock price volatility

 

 

33%

Risk-free interest rate

 

 

2.95%

Expected life

 

5 years

 

Grant date share price

 

$4.99

 

Expected forfeiture rate

 

 

-

 

Expected dividend yield

 

 

1.20%

 

During the three months ended March 31, 2026, 2,400,001 stock options were granted of which ¼ vest on each of July 2, 2026, January 2, 2027, July 2, 2027 and January 2, 2028.

 

The share-based compensation expense related to stock option grants is recorded over the vesting period. For the three months ended March 31, 2026, total share-based compensation of $767,564 was recognized.

 
11

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Restricted Share Units

 

The Plans provide that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants non-transferable RSUs based on the value of the Company’s share price at the date of grant. All RSU agreements granted by the Board of Directors from the date of incorporation through March 31, 2026, do not give the Company or the holder the option to settle in cash and can only be equity settled. As the Company does not have a present obligation to settle the issued RSUs in cash, the RSUs issued have been treated as equity-settled instruments and measured at the grant date fair value.

 

During the three months ended March 31, 2026, 699,656 RSUs were granted to directors, officers and employees, and vest as follows:

 

 

·

121,308 RSUs vested immediately on January 21, 2026;

 

·

571,729 RSUs vest in 25% increments on each of July 2, 2026, January 2, 2027, July 2, 2027, and January 2, 2028; and

 

·

6,619 RSUs vest 50% on February 6, 2026 and the remaining in 25% increments on July 2, 2026 and January 2, 2027.

 

The share-based compensation expense related to RSU grants is recorded over the vesting period. For the three months ended March 31, 2026, total share-based compensation of $1,376,042 was recognized.

 

The following summarizes the RSU activity for the three months ended March 31, 2026 and 2025:

 

 

 

March 31, 2026

 

 

March 31, 2025

 

 

 

Number

 

 

Weighted average fair value

 

 

Number

 

 

Weighted average fair value

 

 

 

#

 

 

 $

 

 

 #

 

 

$

 

Outstanding, beginning of period

 

 

1,569,695

 

 

 

2.23

 

 

 

1,309,061

 

 

 

2.23

 

Granted

 

 

699,656

 

 

 

4.99

 

 

 

829,915

 

 

 

2.26

 

Exercised

 

 

(197,714)

 

 

2.55

 

 

 

(93,855 )

 

 

2.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

2,071,637

 

 

 

3.13

 

 

 

2,045,121

 

 

 

2.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested, end of period

 

 

1,081,641

 

 

 

2.47

 

 

 

713,376

 

 

 

2.36

 

 

12. General and administration

 

The Company’s general and administration expenses incurred for the three months ended March 31, 2026 and 2025 are as follows:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

 March 31, 2025

 

 

 

 $

 

 

 $

 

Corporate administration

 

 

413,818

 

 

 

254,441

 

Professional fees

 

 

271,817

 

 

 

117,101

 

Salaries and benefits

 

 

727,853

 

 

 

676,981

 

Director fees

 

 

80,375

 

 

 

40,130

 

Amortization

 

 

45,938

 

 

 

45,885

 

 

 

 

 

 

 

 

 

 

 

 

 

1,539,801

 

 

 

1,134,538

 

 

13. Project evaluation expenses

 

The Company’s project evaluation expenses for the three months ended March 31, 2026 and 2025 is as follows:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

 $

 

 

$

 

Business development costs

 

 

58,383

 

 

 

53,296

 

Royalty enforcement costs

 

 

721,718

 

 

 

19,373

 

 

 

 

 

 

 

 

 

 

 

 

 

780,101

 

 

 

72,669

 

 

Business development costs relate to due diligence expenditures incurred in the evaluation of royalty interests acquisition opportunities that management elected not to pursue to completion.

 

Royalty enforcement costs relate to litigation matters that were settled or ongoing during the period, as disclosed in Note 16. 

 
12

Table of Contents

  

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

14. Other income (expenses), net

 

The Company’s other income for the three months ended March 31, 2026 and 2025 are as follows:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

 $

 

 

$

 

Interest income

 

 

34,610

 

 

 

92,284

 

Unrealized loss on investments

 

 

(22,745)

 

 

-

 

Foreign exchange income (loss)

 

 

24,303

 

 

 

(18,551 )

 

 

 

 

 

 

 

 

 

 

 

 

36,168

 

 

 

73,733

 

 

On February 25, 2026, Lipari Mining Ltd. (“Lipari”) issued the Company 431,307 Lipari common shares in connection with a debt settlement agreement relating to unpaid royalties by Lipari pertaining to the Braúna mine, in the amount of $44,405. During the period, the Company recorded an unrealized loss on investments of $22,745, representing the decline in Lipari’s share price from the date of issuance to March 31, 2026.

 

15. Related party transactions

 

Related parties include the Company’s Board of Directors and management, as well as close family and enterprises that are controlled by these individuals and certain persons performing similar functions. Other than indicated below, the Company entered into no related party transactions during the three months ended March 31, 2026 and 2025.

 

Key management personnel compensation

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company. Key management personnel include the Company’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, former EVP – Australia (up to April 30, 2025), and the board of directors.

 

The remuneration of directors and other members of key management personnel during the three months ended March 31, 2026 and 2025 are as follows:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

 $

 

 

$

 

Short-term employee benefits

 

 

574,489

 

 

 

572,018

 

Share-based compensation

 

 

1,973,152

 

 

 

529,844

 

 

 

 

 

 

 

 

 

 

 

 

 

2,547,641

 

 

 

1,101,862

 

 

16. Commitments and contingencies

 

The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended March 31, 2026, individually or in the aggregate, is material to its consolidated financial condition or results of operations.

 

Litigation matter

 

Red Hill (ongoing)

 

In June 2025, Vox Australia was served with a writ of summons and statement of claim in the Supreme Court of Western Australia pursuant to which Vox Australia has been named as a second defendant.

 

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

 

Each of the defendants deny that the purported right of first refusal applied in the circumstances. The Company is taking all appropriate steps to defend the action. The Company anticipates expenditures related to this matter to continue to increase considerably in 2026 as the matter evolves, subject to achieving settlement. It is difficult to predict whether the matter will be resolved before or after a trial or the timing of such resolution or trial. If the matter proceeds to trial, a final binding decision may take a number of years to be delivered.

 

 

 
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Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

As of March 31, 2026, the proceeding is ongoing.

 

Titan (ongoing)

 

SilverStream SEZC filed a writ and statement of claim in the Supreme Court of Western Australia against Titan Minerals Limited (“Titan”) on February 23, 2024, along with an amended writ and statement of claim on March 28, 2024, in respect of the Jaw, Phoebe, Cart and Colossus exploration projects. SilverStream is seeking to enforce its rights to be issued replacement royalties and/or damages in respect of Titan’s failure to maintain certain mining concessions in Peru in accordance with various royalty deeds entered into between Titan and SilverStream in 2021. On April 24, 2025, SilverStream assigned its interests in the royalties and legal proceeding to Vox Australia in order to permit SilverStream to complete the Restructuring Transaction. As of March 31, 2026, the proceeding is ongoing.

 

Commitments

 

The St Ives royalty is effectively a 1.04% GRR. The royalty is a 3.0% GRR, but the transaction also includes an obligation for Vox Australia to pay a 1.96% GRR royalty to a third party.

 

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

 

 

 

April 1, 2026

to

March 31, 2027

 

 

 

$

 

Leases

 

 

34,256

 

Consulting agreements

 

 

37,071

 

 

 

 

 

 

 

 

 

71,327

 

 

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

 

Royalty

 

$

 

Stockman(1)(2)

 

 

6,880,000

 

Limpopo(1)(3)

 

 

6,384,963

 

Dandoko(4)

 

 

2,500,000

 

Bullabulling(5)

 

 

688,000

 

Koolyanobbing(6)

 

 

344,000

 

El Molino(7)

 

 

450,000

 

Uley(1)(8)

 

 

151,360

 

Other(9)

 

 

227,276

 

 

 

 

 

 

 

 

 

17,625,599

 

 

(1)

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

(2)

Milestone payment due upon two consecutive quarters where royalty revenue from the royalty interest is paid in respect of a quarterly processing throughput rate of equal to greater than 150,000 tonnes.

(3)

Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000.

(4)

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

(5)

The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. Milestone payments include: (i) A$500,000 upon the operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project.

(6)

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

(7)

Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.

(8)

Milestone payment due upon commencement of commercial production.

(9)

Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox.

   

 

 
14

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

17. Supplemental cash flow information

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

$

 

 

$

 

Income taxes paid

 

 

233,985

 

 

 

41,595

 

Decrease in accrued financing costs

 

 

(30,000)

 

 

(2,615)

Increase in accrued interest expense on Facility

 

 

6,367

 

 

 

469

 

(Decrease) increase in accrued royalty interests

 

 

(5,249)

 

 

15,495

 

Decrease in accrued share issue costs

 

 

(245,359)

 

 

-

 

 

18. Segment information

 

The Company’s business is organized into two operating segments, consisting of i) acquiring and managing royalty interests, and ii) acquiring and managing streams and other interests. Prior to the September 26, 2025 acquisition of the PMPAs, the Company presented one reportable segment, consisting of acquiring and managing royalty interests. Following the acquisition, the Company’s chief operating decision-maker, the CEO, now reviews operating results and assesses performance at these two segment levels. Material capital allocation decisions are subject to the approval of the Board of Directors of the Company.

 

The Company’s reportable segments for the purposes of assessing performance are presented as follows:

 

 

 

Three months ended March 31,2026

 

 

 

Royalty Interests

 

 

Streams and other interests

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Royalty revenue

 

 

2,169,087

 

 

 

-

 

 

 

2,169,087

 

Net precious metals income

 

 

-

 

 

 

13,867,516

 

 

 

13,867,516

 

Depletion on royalties and depreciation-like charges

 

 

(779,537 )

 

 

(3,678,339 )

 

 

(4,457,876 )

Project evaluation expenses

 

 

(756,593 )

 

 

(23,508 )

 

 

(780,101 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit

 

 

632,957

 

 

 

10,165,669

 

 

 

10,798,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

 

 

 

 

 

 

 

 

(1,539,801 )

Share-based compensation

 

 

 

 

 

 

 

 

 

 

(2,143,606 )

Interest and finance expenses

 

 

 

 

 

 

 

 

 

 

(150,999 )

Revaluation of streams and other interests

 

 

 

 

 

 

 

 

 

 

16,532,974

 

Amendment fee on streams and other interests

 

 

 

 

 

 

 

 

 

 

1,000,000

 

Other income (expenses), net

 

 

 

 

 

 

 

 

 

 

36,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

 

 

 

 

 

 

 

 

 

24,533,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

 

52,129,933

 

 

 

73,019,626

 

 

 

125,149,559

 

Other assets1

 

 

 

 

 

 

 

 

 

 

17,662,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets2

 

 

 

 

 

 

 

 

 

 

142,811,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment liabilities

 

 

5,527,761

 

 

 

-

 

 

 

5,527,761

 

Other liabilities3

 

 

 

 

 

 

 

 

 

 

3,732,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

5,527,761

 

 

 

-

 

 

 

9,260,526

 

 

1

Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.

2

Net additions to non-current assets for the royalty interest segment were $335,659 (see Note 5) and for the stream and other segment were $nil (see Note 6).

3

Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.

 

 

 
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Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

 

 

Three months ended March 31,2025

 

 

 

Royalty Interests

 

 

Streams and other interests

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Royalty revenue

 

 

2,680,194

 

 

 

-

 

 

 

2,680,194

 

Depletion on royalties and depreciation-like charges

 

 

(785,122 )

 

 

-

 

 

 

(785,122 )

Project evaluation expenses

 

 

(72,669 )

 

 

-

 

 

 

(72,669 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment profit

 

 

1,822,403

 

 

 

-

 

 

 

1,822,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

 

 

 

 

 

 

 

 

(1,134,538 )

Share-based compensation

 

 

 

 

 

 

 

 

 

 

(584,334 )

Interest and finance expenses

 

 

 

 

 

 

 

 

 

 

(85,388 )

Other income (expenses), net

 

 

 

 

 

 

 

 

 

 

73,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

 

 

 

 

 

 

 

 

 

91,876

 

 

Segment assets

 

 

40,079,597

 

 

 

-

 

 

 

40,079,597

 

Other assets1

 

 

 

 

 

 

 

 

 

 

10,927,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets2

 

 

 

 

 

 

 

 

 

 

51,006,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment liabilities

 

 

5,373,490

 

 

 

-

 

 

 

5,373,490

 

Other liabilities3

 

 

 

 

 

 

 

 

 

 

2,980,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

 

 

 

 

8,354,371

 

 

1

Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.

2

Additions to non-current assets for the royalty interest segment were $15,495.

3

Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.

 

For the three months ended March 31, 2026 and 2025, revenues generated from each geographic location is as follows:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

Royalty

revenue

 

 

Net precious metals income

 

 

Royalty

revenue

 

 

Net precious

metals income

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Australia

 

 

2,152,389

 

 

 

-

 

 

 

2,647,509

 

 

 

-

 

Canada

 

 

-

 

 

 

7,729,745

 

 

 

-

 

 

 

-

 

Ivory Coast

 

 

-

 

 

 

4,094,675

 

 

 

-

 

 

 

-

 

South Africa

 

 

-

 

 

 

1,217,742

 

 

 

-

 

 

 

-

 

Brazil

 

 

-

 

 

 

556,095

 

 

 

17,180

 

 

 

-

 

USA

 

 

16,698

 

 

 

269,259

 

 

 

15,505

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

2,169,087

 

 

 

13,867,516

 

 

 

2,680,194

 

 

 

-

 

 

For the three months ended March 31, 2026, four interests generated 42%, 25%, 18%, and 14% of the Company’s royalty revenue, totaling $2,130,578, and two interests generated 56% and 30% of the Company’s net precious metals income totalling, $11,824,420. Comparatively, for the three months ended March 31, 2025, three interests generated 64%, 14% and 10% of the Company’s royalty revenue, totaling $2,359,389.

 

 

 
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Table of Contents

  

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

For the three months ended March 31, 2026 and 2025, royalty revenue and net precious metals income comprised the following commodity mix:

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

Royalty

revenue

 

 

Net precious metals income

 

 

Royalty

revenue

 

 

Net precious

metals income

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Gold

 

 

850,525

 

 

 

13,867,516

 

 

 

937,678

 

 

 

-

 

Copper

 

 

776,907

 

 

 

-

 

 

 

-

 

 

 

-

 

Iron ore

 

 

541,655

 

 

 

-

 

 

 

1,725,336

 

 

 

-

 

Other

 

 

-

 

 

 

-

 

 

 

17,180

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

2,169,087

 

 

 

13,867,516

 

 

 

2,680,194

 

 

 

-

 

 

As at March 31, 2026 and December 31, 2025, non-current assets were located in the following jurisdictions:

 

 

 

March 31,

2026

 

 

December 31,

2025

 

 

 

$

 

 

$

 

Australia

 

 

42,154,432

 

 

 

42,591,979

 

Canada

 

 

49,782,248

 

 

 

28,293,453

 

South Africa

 

 

10,050,828

 

 

 

8,150,828

 

Ivory Coast

 

 

15,500,000

 

 

 

13,300,000

 

Brazil

 

 

564,026

 

 

 

13,664,026

 

USA

 

 

4,759,906

 

 

 

4,466,237

 

Mali

 

 

1,503,549

 

 

 

1,503,549

 

Peru

 

 

45,609

 

 

 

45,609

 

 

 

 

 

 

 

 

 

 

Total

 

 

124,360,598

 

 

 

112,015,681

 

 

19. Income taxes

 

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

 

 

 

Three months ended

March 31, 2026

 

 

Three months ended

March 31, 2025

 

 

 

$

 

 

$

 

Current tax expense (recovery)

 

 

(652)

 

 

503,976

 

Deferred tax expense (recovery)

 

 

51,028

 

 

 

(52,960 )

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

50,376

 

 

 

451,016

 

 

20. Financial instruments

 

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the three months ended March 31, 2026, and the year ended December 31, 2025.

 

Credit risk

 

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

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account the anticipated cash flows from operations and holding of cash. As at March 31, 2026, the Company had cash of $15,895,054 (December 31, 2025 - $8,084,572) and working capital (current assets less current liabilities) of $14,718,348 (December 31, 2025 - $7,208,139).

 

 

 
17

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Financial instruments that impact the Company’s net income due to currency fluctuations include cash, accounts receivable, accounts payable and accrued liabilities and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at March 31, 2026, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income (loss) and other comprehensive income (loss) by $398,000.

 

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 March 31, 2026, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net income (loss) and other comprehensive income (loss) by approximately $100,000.

 

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

 

Commodity and share price risk

 

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

 

The Company’s financial results may be significantly affected by a decline in the price of precious, base and/or ferrous metals. The price of precious, base and ferrous metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.

 

Fair value of financial instruments

 

The carrying amounts for cash, accounts receivable, accounts payable and accrued liabilities, and income taxes payable on the unaudited condensed interim consolidated statements of financial position approximate fair value because of the limited term of these instruments.

 

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

 

 

·

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

 

·

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

 

·

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

 

As at March 31, 2026 and December 31, 2025, the Company does not have any financial instruments measured at fair value after initial recognition, except for streams and other interests, with a carrying value at March 31, 2026 of $72,818,859, which are estimated using Level 3 inputs. These financial instruments are measured at fair value utilizing inputs other than quoted prices included in Level 1. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income (loss) and comprehensive income (loss).

 

Level 3 Hierarchy

 

Note 6 presents the Company’s streams and other interests which are classified as Level 3 instruments measured at fair value utilizing non-observable market inputs.

 

Capital management

 

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalty, streams and other interests, while optimizing its capital structure by balancing debt and equity. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities. As at March 31, 2026, the capital structure of the Company consists of $133,551,185 (December 31, 2025 - $107,047,087) 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.

 

21. Subsequent events

 

On May 13, 2026, the Board of Directors of the Company declared a quarterly dividend of $0.015 per common share payable on July 14, 2026, to shareholders of record as of the close of business on June 30, 2026. 

 
18