Vox Royalty (VOXR) 6-K Vox Receives Approval for Nasdaq Secondary Listing

EXHIBIT 99.7

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(EXPRESSED IN UNITED STATES DOLLARS)

1

VOX ROYALTY CORP.
 
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(EXPRESSED IN UNITED STATES DOLLARS)

INDEX

Unaudited Condensed Interim Consolidated Statements of Financial Position	3
Unaudited Condensed Interim Consolidated Statements of Income and Comprehensive Income	4
Unaudited Condensed Interim Consolidated Statements of Changes in Equity	5
Unaudited Condensed Interim Consolidated Statements of Cash Flows	6
Notes to the Unaudited Condensed Interim Consolidated Financial Statements	7-19

2

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars)

			As at
	Note		June 30, 2022			December 31, 2021
			$			$
Assets
Current assets
Cash and cash equivalents				1,532,542			5,064,802
Accounts receivable				3,214,625			545,494
Prepaid expenses				299,766			377,160
Investments		4		-			2,150,499
Total current assets				5,046,933			8,137,955
Non-current assets
Royalty, stream and other interests		5		32,611,130			17,625,689
Intangible assets		6		1,447,478			1,539,248
Restricted cash		5		700,000			-
Deferred royalty acquisitions				-			2,529
Total assets				39,805,541			27,305,421
Liabilities
Current liabilities
Accounts payable and accrued liabilities		7		1,166,069			1,129,807
Income taxes payable				638,900			395,331
Derivative and other liabilities		10		325,053			403,610
Total current liabilities				2,130,022			1,928,748
Non-current liabilities
Derivative and other liabilities		10		710,365			2,924,062
Deferred taxes payable				2,074,439			1,742,936
Total liabilities				4,914,826			6,595,746
Equity
Share capital		8		56,011,633			43,648,023
Equity reserves		9		2,875,890			1,163,397
Deficit				(23,996,808	)		(24,101,745	)
Total equity				34,890,715			20,709,675
Total liabilities and equity				39,805,541			27,305,421

Commitments and contingencies (Note 14)

Approved by the Board of Directors on August 15, 2022

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

See accompanying notes to the unaudited condensed interim consolidated financial statements

3

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Income and Comprehensive Income

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

	Note		Three months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2022			Six months ended June 30, 2021
			$			$			$			$
Revenue
Royalty revenue				1,750,754			1,314,030			2,906,689			1,854,010
Other revenue				-			-			315,084			-
Total revenue		16		1,750,754			1,314,030			3,221,773			1,854,010
Cost of sales
Depletion		5		(305,876	)		(260,543	)		(612,602	)		(321,252	)
Gross profit				1,444,878			1,053,487			2,609,171			1,532,758
Operating expenses
General and administration		11,13		(1,323,680	)		(1,143,217	)		(2,536,678	)		(2,376,946	)
Share-based compensation		9, 10, 13		(152,345	)		(224,929	)		(392,008	)		(389,792	)
Total operating expenses				(1,476,025	)		(1,368,146	)		(2,928,686	)		(2,766,738	)
Loss from operations				(31,147	)		(314,659	)		(319,515	)		(1,233,980	)
Other income (expenses)
Realized loss on investments		4		(448,036	)		-			(604,574	)		-
Unrealized gain on investments		4		40,309			-			-			-
Gain on royalty, stream and other interests				-			2,030,700			-			2,030,700
Other income		12		1,352,963			341,653			1,701,632			643,557
Income before income taxes				914,089			2,057,694			777,543			1,440,277
Income tax expense		17		(481,520	)		-			(585,366	)		-
Net income and comprehensive income				432,569			2,057,694			192,177			1,440,277
Weighted average number of shares outstanding
Basic				41,585,170			39,470,267			40,551,889			36,249,732
Diluted				41,592,486			39,470,267			40,606,891			36,249,732
Income per share
Basic				0.01			0.05			0.00			0.04
Diluted				0.01			0.05			0.00			0.04

See accompanying notes to the unaudited condensed interim consolidated financial statements

4

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

For the six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

	Number of Shares			Share Capital			Additional Paid-in Capital			Equity Reserves			Deficit			Total Equity
	#			$			$			$			$			$
	(Note 8)			(Note 8)			(Note 8)			(Note 9)
Balance, December 31, 2020		32,412,324			3,241			29,147,603			3,878,964			(19,112,235	)		13,917,573
Share issuance for cash		5,615,766			562			11,981,692			-			-			11,982,254
Share issue costs		-			-			(980,708	)		-			-			(980,708	)
Shares issued for acquisition of royalties		252,878			25			636,826			-			-			636,851
Exercise of RSUs		1,716,453			171			3,472,193			(3,472,364	)		-			-
Share redemption (normal course issuer bid)		(280,800	)		(27	)		(690,980	)		-			-			(691,007	)
Share-based compensation		-			-			-			401,040			-			401,040
Net income and comprehensive income		-			-			-			-			1,440,277			1,440,277
Balance, June 30, 2021		39,716,221			3,972			43,566,626			807,640			(17,671,958	)		26,706,280
Balance, December 31, 2021		39,379,199			43,648,023			-			1,163,397			(24,101,745	)		20,709,675
Shares issued for acquisition of royalties		4,777,459			11,655,700			-			1,183,086			-			12,838,786
Share issue costs		-			(27,548	)		-			-			-			(27,548	)
Exercise of RSUs		84,474			170,112			-			(170,112	)		-			-
Exercise of warrants		226,234			663,970			-			(131,548	)		-			532,422
Share redemption (normal course issuer bid)		(70,100	)		(98,624	)		-			-			(87,240	)		(185,864	)
Share-based compensation		-			-			-			831,067			-			831,067
Net income and comprehensive income		-			-			-			-			192,177			192,177
Balance, June 30, 2022		44,397,266			56,011,633			-			2,875,890			(23,996,808	)		34,890,715

See accompanying notes to the unaudited condensed interim consolidated financial statements

5

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

	Note		Three months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2022			Six months ended June 30, 2021
			$			$			$			$
Cash flows used in operating activities
Net income for the period				432,569			2,057,694			192,177			1,440,277
Adjustments for:
Fair value change of embedded derivatives		10		(1,570,823	)		(162,174	)		(1,853,195	)		(541,392	)
Deferred tax expense		17		424,365			-			331,503			-
Foreign exchange (loss) gain on cash				(108,090	)		182,692			(59,195	)		216,386
Gain on royalty, stream and other interests				-			(2,030,700	)		-			(2,030,700	)
Share-based compensation		9, 10		152,345			224,929			392,008			389,792
Amortization		6		45,885			45,885			91,770			91,770
Depletion		5		305,876			260,543			612,602			321,252
Realized loss on investments		4		448,036			-			604,574			-
Unrealized gain on investments		4		(40,309	)		-			-			-
				89,854			578,869			312,244			(112,615	)
Changes in non-cash working capital:
Accounts receivable				(664,065	)		(712,811	)		(1,254,855	)		(1,349,473	)
Prepaid expenses				13,246			3,843			77,394			25,800
Accounts payable and accrued liabilities				304,275			(297,412	)		6,994			436,808
Income tax liability				46,861			-			243,569			-
Net cash flows used in operating activities				(209,829	)		(427,511	)		(614,654	)		(999,480	)
Cash flows used in investing activities
Acquisition of royalties		5		(4,144,265	)		(4,670,863	)		(4,144,265	)		(8,341,816	)
Restricted cash		5		(700,000	)		-			(700,000	)		-
Deferred royalty acquisitions				2,529			19,536			2,529			15,218
Proceeds from sale of investments		4		714,685			-			1,545,925			-
Net cash flows used in investing activities				(4,127,051	)		(4,651,327	)		(3,295,811	)		(8,326,598	)
Cash flows from (used in) financing activities
Share issuance		8		-			-			-			13,354,501
Share redemption (normal course issuer bid)		8		(120,754	)		-			(185,864	)		(691,007	)
Share issue costs		8		(27,548	)		(152,628	)		(27,548	)		(966,011	)
Exercise of warrants				288,069			-			532,422			-
Net cash flows from (used in) financing activities				139,767			(152,628	)		319,010			11,697,483
(Decrease) increase in cash and cash equivalents				(4,197,113	)		(5,231,466	)		(3,591,455	)		2,371,405
Change in unrealized foreign exchange loss (gain) on cash				108,090			(182,692	)		59,195			(216,386	)
Cash and cash equivalents, beginning of the period				5,621,565			10,723,135			5,064,802			3,153,958
Cash and cash equivalents, end of the period				1,532,542			5,308,977			1,532,542			5,308,977
Supplemental cash flow information (Note 15)

See accompanying notes to the unaudited condensed interim consolidated financial statements

6

Vox Royalty Corp.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

1. Nature of operations

Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on February 20, 2018. The Company’s registered office is 66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, ON, M5K 1E6, Canada. The Company’s common shares trade on the TSX Venture Exchange under the ticker symbol “VOX”, and on the OTCQX under the ticker symbol “VOXCF”.

Vox is a mining royalty company focused on building a portfolio of royalties across a diverse mix of precious metals assets. Vox has a mandate to acquire royalties over a diverse portfolio of underlying hard rock commodities including precious metals, base and battery metals as well as certain bulk commodities. Precious metals assets currently make up over 70% of the assets underlying the Company’s royalties by royalty count.

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 (“IAS34”), as issued by the International Accounting Standards Board (“IASB”) and apply the same accounting policies and application as disclosed in the annual financial statements for the year ended December 31, 2021. They do not include all of the information and disclosures required by 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 June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2022. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2021.

These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on August 15, 2022.

(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, unless otherwise indicated.

(c) Principles of consolidation

These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its three wholly-owned subsidiaries, SilverStream SEZC (Cayman Islands), 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) Currency translation

Functional and presentation currency

These unaudited condensed interim consolidated financial statements are presented in United States dollars (“$”), which is also the functional currency of the Company and all of its subsidiaries. All amounts have been rounded to the nearest dollar, unless otherwise noted.

(e) Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2023. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”)

IAS 1 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

7

3. Significant judgments, estimates and assumptions

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

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, 2021.

4. Investments

Investment activity for the six months ended June 30, 2022

During the period ended June 30, 2022, the Company sold 7,270,408 common shares of Electric for total cash proceeds of C$1,965,934 ($1,545,925). The total realized loss on investment was $604,574. As at June 30, 2022, the Company holds Nil shares in Electric.

5. Royalty, stream and other interests

As at and for the six months ended June 30, 2022:

		Cost				Accumulated Depletion
Royalty	Country	Opening	Additions	Disposal	Ending	Opening	Depletion	Disposal	Ending	Carrying Amount
		$	$	$	$	$	$	$	$	$
Wonmunna	Australia	-	14,322,107	-	14,322,107	-	(139,586)	-	(139,586)	14,182,521
Janet Ivy	Australia	2,494,285	-	-	2,494,285	(29,633)	-	-	(29,633)	2,464,652
Koolyanobbing	Australia	2,487,741	-	-	2,487,741	(797,157)	(244,465)	-	(1,041,622)	1,446,119
South Railroad	USA	2,316,757	-	-	2,316,757	(37,581)	(6,184)	-	(43,765)	2,272,992
Limpopo	South Africa	-	1,150,828	-	1,150,828	-	-	-	-	1,150,828
Bowdens	Australia	1,130,068	-	-	1,130,068	-	-	-	-	1,130,068
Bullabulling	Australia	953,349	-	-	953,349	-	-	-	-	953,349
Brits	South Africa	764,016	-	-	764,016	-	-	-	-	764,016
Otto Bore	Australia	583,612	-	-	583,612	-	-	-	-	583,612
Segilola	Nigeria	706,425	-	-	706,425	(18,587)	(203,089)	-	(221,676)	484,749
Lynn Lake  (MacLellan)	Canada	873,088	-	-	873,088	-	-	-	-	873,088
Bulong	Australia	544,957	-	-	544,957	-	-	-	-	544,957
Dry Creek	Australia	475,723	-	-	475,723	(70,767)	(13,928)	-	(84,695)	391,028
Sulfur Springs/ Kangaroo Caves	Australia	467,983	-	-	467,983	-	-	-	-	467,983
Pedra Branca	Brazil	450,131	-	-	450,131	-	-	-	-	450,131
Ashburton	Australia	355,940	-	-	355,940	-	-	-	-	355,940
Anthiby Well	Australia	311,742	-	-	311,742	-	-	-	-	311,742
Brauna	Brazil	262,328	-	-	262,328	(37,101)	(5,350)	-	(42,451)	219,877
Montanore	USA	61,572	-	-	61,572	-	-	-	-	61,572
Uley	Australia	212,393	-	-	212,393	-	-	-	-	212,393
Mt Ida	Australia	210,701	-	-	210,701	-	-	-	-	210,701
Other	Australia	1,393,686	-	-	1,393,686	-	-	-	-	1,393,686
Other	Peru	1,500,000	45,609	-	1,545,609	-	-	-	-	1,545,609
Other	Canada	60,018	79,499	-	139,517	-	-	-	-	139,517
Total		18,616,515	15,598,043	-	34,214,558	(990,826)	(612,602)	-	(1,603,428)	32,611,130

8

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

As at and for the year ended December 31, 2021:

		Cost				Accumulated Depletion
Royalty	Country	Opening	Additions	Disposal	Ending	Opening	Depletion	Disposal	Ending	Carrying Amount
		$	$	$	$	$	$	$	$	$
Janet Ivy	Australia	-	2,494,285	-	2,494,285	-	(29,633)	-	(29,633)	2,464,652
Koolyanobbing	Australia	1,130,010	1,357,731	-	2,487,741	-	(797,157)	-	(797,157)	1,690,584
South Railroad	USA	-	2,316,757	-	2,316,757	-	(37,581)	-	(37,581)	2,279,176
Bowdens	Australia	1,130,068	-	-	1,130,068	-	-	-	-	1,130,068
Bullabulling	Australia	-	953,349	-	953,349	-	-	-	-	953,349
Brits	South Africa	764,016	-	-	764,016	-	-	-	-	764,016
Otto Bore	Australia	-	583,612	-	583,612	-	-	-	-	583,612
Segilola	Nigeria	706,425	-	-	706,425	-	(18,587)	-	(18,587)	687,838
Lynn Lake  (MacLellan)	Canada	-	873,088	-	873,088	-	-	-	-	873,088
Bulong	Australia	544,957	-	-	544,957	-	-	-	-	544,957
Dry Creek	Australia	475,723	-	-	475,723	(9,338)	(61,429)	-	(70,767)	404,956
Sulfur Springs/  Kangaroo Caves	Australia	467,983	-	-	467,983	-	-	-	-	467,983
Pedra Branca	Brazil	450,131	-	-	450,131	-	-	-	-	450,131
Ashburton	Australia	355,940	-	-	355,940	-	-	-	-	355,940
Anthiby Well	Australia	311,742	-	-	311,742	-	-	-	-	311,742
Brauna	Brazil	262,328	-	-	262,328	(11,498)	(25,603)	-	(37,101)	225,227
Montanore	USA	-	61,572	-	61,572	-	-	-	-	61,572
Uley	Australia	212,393	-	-	212,393	-	-	-	-	212,393
Mt Ida	Australia	210,701	-	-	210,701	-	-	-	-	210,701
Graphmada	Madagascar	188,437	-	(188,437)	-	-	(2,602)	2,602	-	-
Other	Australia	1,173,883	302,758	(82,955)	1,393,686	-	-	-	-	1,393,686
Other	Peru	500,000	1,000,000	-	1,500,000	-	-	-	-	1,500,000
Other	Canada	-	60,018	-	60,018	-	-	-	-	60,018
Total		8,884,737	10,003,170	(271,392)	18,616,515	(20,836)	(972,592)	2,602	(990,826)	17,625,689

Total royalty, stream and other interests include carrying amounts in the following countries:

	June 30, 2022	December 31, 2021
	$	$
Australia	24,648,751	10,724,623
USA	2,334,564	2,340,748
South Africa	1,914,844	764,016
Canada	1,012,605	933,106
Brazil	670,008	675,358
Nigeria	484,749	687,838
Peru	1,545,609	1,500,000
	32,611,130	17,625,689

Royalty acquisitions for the six months ended June 30, 2022

Limpopo

On April 27, 2022, Vox completed the acquisition of a portfolio of two royalties from a private South African registered company (the “SA Vendor”). The royalties include a 1.0% gross receipts royalty over the Dwaalkop Project and a 0.704% gross receipts royalty over the Messina Project, which collectively cover the full extent of the Limpopo PGM Project (“Limpopo”). The upfront consideration was $1,139,628, settled by the issuance of 409,500 common shares of the Company.

The Company will make additional cash payments or issue additional common shares (at Vox’s sole election) of up to C$8,900,000 upon achievement of certain production milestones at Limpopo. As at June 30, 2022, these additional amounts have not been recorded in the statement of financial position, as the production milestones have not been achieved.

Wonmunna

On May 26, 2022, Vox completed the acquisition of a producing royalty over the Wonmunna iron ore mine (“Wonmunna”) from a private company. The royalty is a 1.25% to 1.50% sliding scale Gross Revenue Royalty (“GRR”), with 1.25% payable when the benchmark 62% iron ore price is below A$100/t and 1.50% GRR payable when the benchmark 62% iron ore price is above A$100/t. Notwithstanding the acquisition date of the royalty, all royalty payments due and payable to the holder of the royalty are for the benefit of Vox commencing April 1, 2022. Royalty revenues earned for the period April 1, 2022 to May 25, 2022 have been netted against the carrying amount of the corresponding royalty asset. The total consideration paid was $15,703,991, less revenue earned for the period between April 1, 2022 to May 25, 2022 of $1,414,276 and is broken down as follows:

9

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

- Cash of $4,050,000 (inclusive of a $50,000 deposit paid prior to closing);

- Issuance of 4,350,000 common shares of the Company, valued at $10,470,905;

- Issuance of 3,600,000 common share purchase warrants of the Company. Each whole warrant is exercisable to acquire one common share at a price of C$4.50, expiring March 25, 2024. The fair value of the warrants on the issuance date was $1,183,086. The fair value of the warrants is based on the Black-Scholes valuation model (“BSM”) option pricing model with the following assumptions: stock price C$3.09 ($2.41), expected dividend yield – 0%, expected volatility – 46%, risk-free interest rate – 2.53% and an expected life of 1.83 years; and

In addition, there was a holdback amount of $700,000 (recorded as restricted cash) that becomes due and payable following the completion of certain conditions for a period up to December 31, 2024.

Gold Portfolio

On June 3, 2022, Vox completed the acquisition of two royalties from an individual prospector residing in Canada, along with all personal rights held to a third potential royalty. The royalties include a 1.0% Net Smelter Royalty (“NSR”) royalty over part of the Goldlund Project in Ontario, an effective 0.60% NSR royalty over the Beschefer Project in Quebec, and any personal rights held to a 1.50% NSR royalty over the Gold River deposit in Ontario. The upfront consideration was a cash payment of $79,499.

The Company will make additional cash payments or issue additional common shares (at Vox’s sole election), subject to the satisfaction of certain conditions, as follows:

- C$500,000 or issue up to a maximum of 184,399 common shares in September 2022;

- C$700,000 or issue up to a maximum of 258,159 common shares in January 2023; and

- C$500,000 or issue up to a maximum of 184,399 common shares in December 2023.

As at June 30, 2022, these additional amounts have not been recorded in the statement of financial position, as the conditions have not yet been met.

El Molino

On June 9, 2022, Vox acquired all of Terrace Gold’s (a subsidiary of Nuheara Limited) rights and interests in an agreement with Lumina Copper S.A.C, which includes the right to receive the El Molino royalty (“El Molino”). The upfront consideration issued was $45,167, settled by the issuance of 17,959 common shares of the Company.

A further payment of $450,000 is payable in cash, following the registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions. As at June 30, 2022, this additional amount has not been recorded in the statement of financial position, as the registration of the El Molino royalty rights has not been completed.

6. Intangible assets

	Database
	$
Cost at:
December 31, 2021	1,837,500
Additions	-
June 30, 2022	1,837,500
Accumulated amortization at:
December 31, 2021	298,252
Additions	91,770
June 30, 2022	390,022
Net book value at:
December 31, 2021	1,539,248
June 30, 2022	1,447,478

10

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

7. Accounts payable and accrued liabilities

	June 30, 2022	December 31, 2021
	$	$
Trade payable	225,408	196,198
GST payable	269,608	150,832
Accrued liabilities	671,053	782,777
	1,166,069	1,129,807

8. Share capital

Authorized

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

The number of common shares issued and outstanding as at June 30, 2022 and at December 31, 2021 is as follows:

	June 30, 2022	December 31, 2021
	$	$
Issued and outstanding: 44,397,266 (December 31, 2021: 39,379,199) common shares	56,011,633	43,648,023

Share issuances for the six months ended June 30, 2022

On April 27, 2022, the Company issued 409,500 common shares for the purchase of the Limpopo royalties, for total consideration of $1,139,628.

On May 26, 2022, the Company issued 4,350,000 common shares for the purchase of the Wonmunna royalty, for total consideration of $10,470,905.

On June 9, 2022, the Company issued 17,959 common shares for the purchase of the El Molino royalty, for total consideration of $45,167.

On November 18, 2021, the Company renewed its normal course issuer bid (“NCIB”), allowing the Company to purchase up to 1,968,056 common shares from time to time during the period of November 19, 2021 through November 18, 2022. During the six months ended June 30, 2022, the Company purchased and cancelled 70,100 common shares, purchased at an average share price of C$3.39. The value was allocated $98,624 to share capital and $87,240 to deficit.

9. Equity reserves

Warrants

The following summarizes the warrant activity for the six months ended June 30, 2022 and 2021:

	June 30, 2022		June 30, 2021
	Number	Weighted average exercise price	Number	Weighted average exercise price
	#	C$	#	C$
Outstanding, beginning of period	251,762	3.00	272,341	3.00
Granted	3,600,000	4.50	-	-
Exercised	(226,234)	3.00	-	-
Expired	(25,528)	3.00	-	-
Outstanding, end of period	3,600,000	4.50	272,341	3.00
Exercisable, end of period	3,600,000	4.50	272,341	3.00

11

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

The following table summarizes information of warrants outstanding and exercisable as at June 30, 2022:

Expiry date	Number of warrants outstanding	Exercise price	Weighted average  remaining contractual  life
	#	C$	Years
March 25, 2024	3,600,000	4.50	1.74
	3,600,000	4.50	1.74

See Note 10 for additional warrants classified under derivative and other liabilities.

The Company used the BSM to estimate the grant date fair value of warrants granted during the period using the following weighted average assumptions:

	Six months ended June 30, 2022	Six months ended June 30, 2021
Expected stock price volatility	46%	N/A
Risk-free interest rate	2.53%	N/A
Expected life	1.83 years	N/A
Grant date share price	$ 2.41	N/A
Expected forfeiture rate	-	N/A
Expected dividend yield	-	N/A

See Note 5 for warrants issuance as part of the acquisition of the Wonmunna royalty.

Options

The Company maintains an omnibus long-term incentive plan dated May 19, 2020 (the “Plan”) whereby certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The maximum number of common shares that are issuable under the Plan is fixed at 20% of the number of common shares issued and outstanding as of May 19, 2020. As at June 30, 2022, the maximum number of common shares that are issuable under the Plan is 6,413,750. The exercise price and vesting terms are determined by the Board of Directors.

The following table summarizes the stock option activity for the six months ended June 30, 2022 and 2021:

	June 30, 2022		June 30, 2021
	Number	Weighted  average  exercise price	Number	Weighted average exercise price
	#	C$	#	$
Outstanding, beginning of period	799,826	3.25	6,000	3.50
Granted	804,158	4.16	819,826	3.27
Expired	-	-	(6,000)	3.50
Outstanding, end of period	1,603,984	3.71	819,826	3.27
Exercisable, end of period	399,914	3.25	20,000	4.00

The following table summarizes information of stock options outstanding as at June 30, 2022:

		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	799,826	4.00	399,914	4.00
March 9, 2027	4.16	804,158	4.69	-	-
		1,603,984	4.35	399,914	4.00

12

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

The Company used the BSM to estimate the grant date fair value of stock options granted during the period using the following weighted average assumptions:

	Six months ended June 30, 2022	Six months ended June 30, 2021
Expected stock price volatility	35%	36%
Risk-free interest rate	1.65%	0.96%
Expected life	5 years	4.91 years
Grant date share price	$ 3.09	$ 2.62
Expected forfeiture rate	-	-
Expected dividend yield	-	-

During the six months ended June 30, 2022, 804,158 stock options were granted and vest in 25% increments on each of September 9, 2022, March 9, 2023, September 9, 2023 and March 9, 2024.

In making assumptions for expected volatility, the Company used the industry average as sufficient historical data was not available for the Company’s stock price.

Restricted Share Unit Plan

The Plan provides 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 issue cash or equity settle the vested RSUs. The RSUs issued were treated as equity-settled instruments and measured at the grant date fair value because the Company does not have a present obligation to settle the issued RSUs in cash.

During the six months ended June 30, 2022, 263,548 RSUs were granted and vest in 25% increments on each of September 9, 2022, March 9, 2023, September 9, 2023 and March 9, 2024.

The share-based compensation expense related to the RSUs will be recorded over the vesting period.

The following summarizes the RSU activity for the six months ended June 30, 2022 and 2021:

	June 30, 2022		June 30, 2021
	Number	Weighted average fair value	Number	Weighted average fair  value
	#	$	#	$
Outstanding, beginning of period	581,696	2.13	2,124,906	2.04
Granted	263,548	3.01	292,842	2.16
Exercised	(84,474)	2.01	(1,716,453)	2.02
Outstanding, end of period	760,770	2.45	701,295	2.12
Vested, end of period	142,516	2.22	12,901	2.40

10. Derivative and other liabilities

The following summarizes the derivative and other liabilities balance:

	June 30, 2022	December 31, 2021
	$	$
Warrants	792,333	2,645,528
PSUs	243,085	682,144
	1,035,418	3,327,672
Less: current portion	325,053	403,610
Non-current portion	710,365	2,924,062

13

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

Warrants

The following summarizes the warrant activity for six months ended June 30, 2022 and 2021:

	June 30, 2022		June 30, 2021
	Number	Weighted average exercise price	Number	Weighted average  exercise price
	#	C$	#	C$
Outstanding, beginning of period	5,097,550	4.50	2,289,667	4.50
Granted	-	-	2,807,883	4.50
Outstanding, end of period	5,097,550	4.50	5,097,550	4.50
Exercisable, end of period	5,097,550	4.50	5,097,550	4.50

The following table summarizes information of warrants outstanding and exercisable as at June 30, 2022:

Expiry date	Number of warrants outstanding	Exercise price	Weighted average remaining contractual  life
	#	C$	Years
May 14, 2023	2,289,667	4.50	0.87
March 25, 2024	2,807,883	4.50	1.74
	5,097,550	4.50	1.35

The Company used the BSM to estimate the grant date fair value of warrants during the period using the following weighted average assumptions:

	Six months ended June 30, 2022	Six months ended June 30, 2021
Expected stock price volatility	44%	57%
Risk-free interest rate	3.09%	0.56%
Expected life	1.35 years	2.35 years
Grant date share price	2.18	1.96
Expected forfeiture rate	-	-
Expected dividend yield	-	-

On February 3, 2021, the Company held a Warrant Holder Meeting (“Meeting”). At the Meeting, the holders of 2,289,667 common share purchase warrants that were originally set to expire on May 14, 2022 (“Warrants”), unanimously voted in favour to amend the Warrants to (a) remove the compulsory call option held by the Company, and (b) in conjunction with the foregoing, extend the term of the Warrants by 12 months, such that the warrants will now expire on May 14, 2023.

See Note 8 for warrants issuance as part of the Offering on March 25, 2021.

Performance Share Unit Plan

The Plan provides that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants, non-transferable Performance Share Units (“PSUs”) based on the value of the Company’s share price at the date of grant. The Board of Directors has the discretion to issue cash or equity settle the vested PSUs. The PSUs issued were treated as derivative instruments because the number of shares to be eventually issued is based on a percentage of the common shares outstanding at the time the performance hurdle is met. The share-based compensation expense will be recorded over the vesting period, which is the date that specific share price hurdles are met.

14

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

The following summarizes the PSU activity for the six months ended June 30, 2022 and 2021:

	June 30, 2022		June 30, 2021
	Number	Weighted average fair value	Number	Weighted average fair value
	#	$	#	$
Outstanding, beginning of period	787,584	1.36	648,246	1.36
Increase for the period	100,362	0.41	146,086	0.79
Outstanding, end of period	887,946	0.41	794,332	0.79
Vested, end of period	-	-	-	-

The Company used the Monte Carlo simulation model to estimate the grant date fair value of PSUs during the period using the following weighted average assumptions:

	Six months ended June 30, 2022	Six months ended June 30, 2021
Expected stock price volatility	44%	57%
Risk-free interest rate	3.03%	0.31%
Expected life	1.05 years	3.50 years
Grant date share price	C$ 2.81	C$ 2.50
Expected forfeiture rate	-	-
Expected dividend yield	-	-

11. General and administration

The Company’s general and administrative expenses incurred for three and six months ended June 30, 2022 and 2021 are as follows:

	Three months  ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Corporate administration	390,201	248,817	757,867	547,247
Nasdaq listing costs	145,898	-	145,898	-
Professional fees	151,435	310,938	265,522	471,352
Salaries and benefits	590,261	537,577	1,275,621	1,266,577
Depreciation	45,885	45,885	91,770	91,770
	1,323,680	1,143,217	2,536,678	2,376,946

12. Other income

The Company’s other income earned for the three and six months ended June 30, 2022 and 2021 are as follows:

	Three months ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Fair value change of embedded derivatives	1,570,823	162,174	1,853,195	541,392
Transaction costs related to Offering (Note 8)	-	-	-	(111,715)
Foreign exchange gain (expense)	(226,206)	173,151	(162,980)	206,694
Interest income	8,346	6,328	11,417	7,186
	1,352,963	341,653	1,701,632	643,557

15

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

13. Related party transactions

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.

The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2022 and 2021 are as follows:

	Three months ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Short-term employee benefits	468,765	419,584	1,044,625	975,834
Share-based compensation	21,576	205,499	181,830	171,405
	490,341	625,083	1,226,455	1,147,239

14. Commitments and contingencies

As at June 30, 2022, the Company did not have any right-of-use assets or lease liabilities.

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

	July 1, 2022 to June 30, 2023
	$
Leases	12,980
Consulting agreements	21,837
	34,817

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

Royalty	$
Limpopo(1)	6,906,720
Janet Ivy(1)	2,070,154
Goldlund(1)	1,319,261
Brits(1)	1,250,000
Bullabulling(2)	690,051
Koolyanobbing	517,538
El Molino	450,000
Uley(1)	151,811
	13,355,535

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

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

15. Supplemental cash flow information

	Three months ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Change in accrued royalty acquisition costs	29,266	(363,156)	29,266	1,000,000
Change in accrued deferred royalty acquisitions	-	(170,852)	-	(22,479)
Change in accrued share issue costs	-	(142,115)	-	14,697
Change in accounts receivable related to Wonmunna pre-acquisition royalty revenues	(1,414,276)	-	(1,414,276)	-
Share issuance for royalty acquisition costs	11,655,700	-	11,655,700	636,851
Warrants issuance for royalty acquisition costs	1,183,086	-	1,183,086	-

16

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

16. Segment information

For the six months ended June 30, 2022 and 2021, the Company operated in one reportable segment being the acquisition of royalty interests.

For the three and six months ended June 30, 2022 and 2021, revenues generated from each geographic location is as follows:

	Three months ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Australia	1,125,539	1,296,528	1,867,217	1,768,108
Nigeria	625,215	-	1,006,210	-
Canada	-	-	315,084	-
Brazil	-	17,502	17,757	30,983
USA	-	-	15,505	-
Madagascar	-	-	-	54,919
Total	1,750,754	1,314,030	3,221,773	1,854,010

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

	June 30, 2022	December 31, 2021
	$	$
Australia	25,348,751	10,724,623
USA	2,334,564	2,340,748
South Africa	1,914,844	764,016
Peru	1,545,609	1,500,000
Cayman Islands	1,447,478	1,541,777
Canada	1,012,605	933,106
Brazil	670,008	675,358
Nigeria	484,749	687,838
Total	34,758,608	19,167,466

17. Income taxes

	Three months ended June 30, 2022	Three months ended June 30, 2021	Six months ended June 30, 2022	Six months ended June 30, 2021
	$	$	$	$
Current tax expense	57,155	-	253,863	-
Deferred tax recovery	424,365	-	331,503	-
Income tax expense	481,520	-	585,366	-

18. Financial instruments

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the six months ended June 30, 2022 and the year ended December 31, 2021.

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 accounts receivable 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 accounts receivable balances. The Company’s accounts receivable are subject to the credit risk of the counterparties who own and operate the mines underlying Vox’s royalty and streaming portfolio.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations and holding of cash and cash equivalents. As at June 30, 2022, the Company had cash and cash equivalents of $1,532,542 (December 31, 2021 - $5,064,802) and working capital of $2,916,911 (December 31, 2021 - $6,209,207).

17

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(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 and cash equivalents, accounts receivable, accounts payable and accrued liabilities, income taxes payable and derivative and other liabilities denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at June 30, 2022, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net income and other comprehensive income by $616,000.

Interest rate risk

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

Commodity and share price risk

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

The Company’s financial results may be significantly affected by a decline in the price of precious and/or base metals. The price of precious and base 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 tax liabilities on the unaudited condensed interim consolidated statements of financial position approximate fair value because of the limited term of these instruments.

The fair value of the derivative and other liabilities were estimated based on the assumptions disclosed in Note 10.

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

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

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

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

As at June 30, 2022 and December 31, 2021, the Company does not have any financial instruments measured at fair value after initial recognition, except derivative and other liabilities, which are estimated using Level 3 inputs.

The following table provides information about financial assets and liabilities measured at fair value in the unaudited condensed interim consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

As at June 30, 2022:

	Level 1	Level 2	Level 3	Total
	$	$	$	$
Derivative and other liabilities	-	-	(1,035,418)	(1,035,418)
	-	-	(1,035,418)	(1,035,418)

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at June 30, 2022 and December 31, 2021. These financial instruments are measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income and comprehensive income.

	June 30, 2022	December 31, 2021
	$	$
Balance, beginning of year	3,327,672	1,042,642
Issuance of Offering warrants (Note 10)	-	1,372,247
Change in valuation of financing warrants (Note 10)	(1,853,195)	517,971
Share-based compensation expense on PSUs (Note 10)	(439,059)	394,812
Balance, end of period	1,035,418	3,327,672

18

Vox Royalty Corp.   

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

(Expressed in United States Dollars)

Capital management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. As at June 30, 2022, the capital structure of the Company consists of $34,890,715 (December 31, 2021 - $20,709,675) of total equity, comprising of share capital, equity reserves, and deficit. The Company was not subject to any externally imposed capital requirements.

19