United States securities and exchange commission logo
September 7, 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 August 22, 2022
General
1. We note that in your
calculations of mineral royalties as a percentage of total assets with
respect to each of
SilverStream SEZC, Vox Royalty Australia Pty Ltd, and Vox Royalty
Canada Ltd.
(collectively, the Owning Subsidiaries ) in Response 1 of your August 22,
2022 letter you
excluded intercompany debt from the denominator in each of your
respective
calculations. Please calculate such figures inclusive of the applicable
intercompany debt in
the denominator with respect to each Owning Subsidiary. Please
base these calculations
on values, as that term is defined in section 2(a)(41) of the
Investment Company Act
of 1940 (the 1940 Act ), as of the end of the last preceding
fiscal quarter.
2. Please provide a
detailed legal analysis with respect to the 1940 Act as to why you believe
the intercompany debt
referenced in your response letters is appropriately excluded from
the denominator in the
calculations referenced in Comment 1 above. In your response,
Kyle Floyd
Vox Royalty Corp.
September 7, 2022
Page 2
please also describe whether such loans are interest-bearing or
require other forms of
payment in connection with the issuance of a loan.
3. With respect to Vox Royalty Corp. (the Company ), please
calculate the percentage of
the Company s total assets (inclusive of intercompany debt) on a
consolidated bases was
comprised of mineral royalties. 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.
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,
FirstName LastNameKyle Floyd
Division of
Corporation Finance
Comapany NameVox Royalty Corp.
Office of
International Corporate
September 7, 2022 Page 2 Finance
FirstName LastName