United States securities and exchange commission logo
August 5, 2022
Kyle Floyd
Chairman and Chief Executive Officer
Vox Royalty Corp.
66 Wellington Street West, Suite 5300
Toronto, Ontario
Canada M5K 1E6
Re: Vox Royalty Corp.
Form 40FR12B filed
June 27, 2022
File No. 001-41437
Dear Mr. Floyd:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information. If you do not
believe our comments apply to your facts and circumstances, please tell
us why in your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Response to Comments Dated July 21, 2022
General
1. We note your assertion
that royalty, stream, and other interests comprise approximately
74.6%, 77.7%, and 100%
of the total assets of SilverStream SEZC, Vox Royalty Australia
Pty. Ltd., and Vox
Royalty Canada Ltd. (collectively, the Owning Subsidiaries ). Please
identify each
constituent part of the numerators and denominators for your calculations. In
your response, please
also (i) explain why you believe each asset included in such
numerators, including
each asset comprising other interests, is a qualifying asset under
section 3(c)(9) of the
Investment Company Act of 1940 (the 1940 Act ), and (ii) describe
the intercompany debt
referenced in your response letter, including its value (as that term
is defined in section
2(a)(41) of the 1940 Act) and the counterparties. Please base these
calculations on values,
as that term is defined in section 2(a)(41) of the 1940 Act, as of the
end of the last
preceding fiscal quarter.
2. Please describe and
identify the value, as that term is defined in section 2(a)(41) of the
Kyle Floyd
FirstName LastNameKyle Floyd
Vox Royalty Corp.
Comapany
August NameVox Royalty Corp.
5, 2022
August
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1940 Act, of each of the assets held by Vox Royalty Corp. (the
Company ) on an
unconsolidated basis, including the common shares (or other assets)
representing the
Company s interests in the Owning Subsidiaries. In your response,
please specifically
identify any qualifying assets under section 3(c)(9) that are directly
held by the Company.
3. To the extent that you have concluded that (i) less than 100% of the
assets held by each of
the Owning Subsidiaries are qualifying assets under section 3(c)(9)
and/or (ii) less than
100% of the assets held by the Company consist of the Company s
interests in the Owning
Subsidiaries and qualifying assets under section 3(c)(9), please
explain your basis for
concluding that substantially all of the businesses of the
Owning Subsidiaries and the
Company consist of owning or holding qualifying assets. In this
regard, we note your
assertion in the response letter that the described mix of assets and
operations are
indicative of an issuer that would fall within the scope set forth by
Section 3(c)(9) of the
1940 Act. Please explain.
4. It appears that most, if not all, of the royalties and streams held by
the Owning
Subsidiaries were entered into when mines were not producing, such
that no metals could
yet have been sold. It would, therefore, appear that any obligations
acquired by the
Owning Subsidiaries (e.g., the obligation of the miner to deliver
metals or revenue to the
Owning Subsidiaries) do not relate to any sale of merchandise.
Accordingly, the facts
presented in your response do not appear to demonstrate a direct nexus
between
obligations acquired by the Owning Subsidiaries and the sale of any
specific merchandise.
To the extent you believe the exemption at section 3(c)(5)(A) is
available to the Owning
Subsidiaries (or the Company), please supplement your analysis to
address each
requirement of the exemption, including (i) what specific note, draft,
acceptance, open
accounts receivable, or other obligation has been acquired and (ii)
how such an asset
represent[s] part or all of the sales price of merchandise,
insurance, [or] services. Please
also explain your analogy to Royalty Pharma, in light of the fact
that, in that case,
products sold could be matched to specific royalty obligations being
purchased; whereas,
here, no actual sales have been identified.
5. Reviewer's Note: Please upload documentation for the consultation with
IM staff and that
they provided recommended comments.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Corey Jennings, Special Counsel, at (202) 551-3258 or
Michael Coco,
Chief, at (202) 551-3253 with any questions.
Sincerely,
Kyle Floyd
Vox Royalty Corp.
August 5, 2022
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FirstName LastNameKyle Floyd
Division of Corporation Finance
Comapany NameVox Royalty Corp.
Office of International Corporate
August 5, 2022 Page 3 Finance
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