Vox Royalty (US:VOXR)2024-01-26 00:17Financial Reporting Requirements - The Borrower must deliver interim unaudited financial statements within 60 days after each fiscal quarter, including a statement of financial position and a statement of income, with year-to-date figures compared to the previous fiscal year [324]. - Annual audited consolidated financial statements are required within 120 days after the fiscal year-end, including management's discussion and analysis and independent auditor's report [325]. - The Borrower is obligated to provide forecasts of revenues, expenses, and EBITDA for the current and following fiscal year within 120 days after the fiscal year-end [327]. - Any changes in accounting policies must be reported to the Agent and Lenders, ensuring comparability with previous reports [325]. - The Borrower must notify the Agent and Lenders of any material agreements or changes that could result in a Material Adverse Change within specified timeframes [329]. - The Borrower must notify the Agent of any changes in its auditors promptly [329]. - No Obligor shall make any material change in its accounting or reporting practices except as required by GAAP or Applicable Law [339]. Debt and Financial Restrictions - The Borrower is restricted from creating any liens on its property except for permitted liens [331]. - No Obligor shall incur debt beyond permitted debt without prior written consent from the Required Lenders [332]. - The Borrower may not make acquisitions unless they are classified as Permitted Acquisitions and no defaults exist at the time [334]. - Cash distributions to shareholders are limited to an aggregate amount not exceeding $4,000,000 per annum [336]. Events of Default - An Obligor's failure to pay any amount of principal or interest when due may trigger an Event of Default [340]. - If any Obligor becomes insolvent or unable to pay its debts, it may lead to an Event of Default [341]. - A judgment or order for payment exceeding $5,000,000 against any Obligor may result in an Event of Default [344]. - The occurrence of a Material Adverse Change is considered an Event of Default [344]. - If the security interest in favor of the Agent ceases to be a perfected first priority Lien, it may trigger an Event of Default [344]. - The Agent may declare the Advances immediately due and payable upon the occurrence of an Event of Default [346]. - Any failure to observe or perform agreements in the Loan Documents may result in an Event of Default if unremedied for 30 days [344]. - The occurrence of a Default or Event of Default relieves Lenders of all obligations to make any Advances [353]. Agent and Lender Rights - BMO is appointed as the Agent to act on behalf of the Lenders under the Loan Documents [358]. - The Agent has the same rights and powers as any other Lender and may engage in business with any Obligor [360]. - The Agent is not liable for actions taken with the consent of the Required Lenders or in the absence of gross negligence [362]. - The Agent may rely on documents believed to be genuine and is not liable for relying on oral statements [363]. - The Agent may delegate its duties to sub-agents appointed from among the Lenders [364]. - If a Lender receives a payment greater than its pro rata share, it must notify the Agent and purchase participations in the Advances [366]. - The Agent must ensure all conditions precedent are fulfilled before making an Advance [368]. - The Agent may amend or waive terms of the Agreement with unanimous consent from the Lenders [370]. - The Agent is not required to advance its own funds for any purpose, including insurance premiums or taxes [372]. - Each Lender must independently analyze and decide to enter into the Agreement without reliance on the Agent [374]. - The Agent may be removed by the Required Lenders with a 30-day notice, provided a successor is appointed [376]. - Erroneous Payments must be returned to the Agent within two Banking Days upon demand [380]. - Each Lender's obligation to advance its Applicable Percentage of Advances is independent of other Lenders [376]. - The Agent is entitled to rely on communications believed to be genuine and correct [372]. - The provisions regarding the rights and obligations of the Lenders and the Agent are operative only between them [379]. - The Agent may retain solicitors and experts at the expense of the Lenders if not recoverable from the Borrower [372]. - Each Lender agrees to indemnify the Agent for any losses incurred in relation to the Loan Documents [374]. - The Agent may recover an Erroneous Payment from any Lender that received such payment, and if not recovered, the Lender will be deemed to have assigned its Advances equal to the Erroneous Payment Return Deficiency [384]. Successor Corporations and Transactions - The Borrower may enter into transactions with Successor Corporations if they become parties to the Agreement and other Loan Documents [394]. - The Successor Corporation is a Guarantor and a Subsidiary of the Borrower, organized under the laws of Canada or the United States [396]. - The Successor Corporation must execute a supplemental agreement to assume liability under each Loan Document for the due payment of all money payable by any Obligors [397]. - The transaction must not impair the rights and powers of the Agent and the Lenders under the Agreement [398]. - All Other Taxes resulting from the transaction must be paid by the Successor Corporation [399]. - The transaction will not result in any claims for increased costs or taxes levied on the Agent or any Lender [400]. - The Successor Corporation does not carry on any material business other than acquiring and investing in specific contracts unless it is a holding corporation [402]. - The transaction must not result in a Change of Control or a Material Adverse Change [402]. Legal and Compliance - Each Loan Document is governed by the laws of the Province of Ontario and Canada applicable in Ontario [404]. - The Borrower is responsible for all reasonable out-of-pocket expenses incurred by the Agent and the Lenders in connection with the Agreement [410]. - The Borrower must indemnify the Agent and Lenders against any losses or claims arising from the execution or delivery of the Agreement [410]. - The Borrower is required to indemnify the Agent and each Lender for any Indemnified Taxes or Other Taxes paid, including penalties and interest, within 10 days after demand [415]. - The Borrower must pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law [415]. - If a Lender incurs increased costs due to changes in law, the Borrower will compensate the Lender for such additional costs [416]. - A Lender may request compensation for any increased costs incurred or reductions suffered due to changes in law, with a nine-month limit for claims [417]. - The Borrower must pay all reasonable costs and expenses incurred by any Lender in connection with designating a different Lending Office if requested [421]. - The Borrower may repay all Obligations to a Lender or require the Lender to assign its interests if compensation is requested or obligations are suspended [421]. - Notices and communications must be in writing and delivered by hand, courier, or electronic means as specified in the agreement [423]. - The agreement remains in effect until all Obligations are paid in full, with certain sections continuing beyond termination [425]. - Notices sent by electronic communication are deemed received upon acknowledgment from the recipient [426]. - The Borrower must indemnify the Agent or Lenders for any loss, cost, or expense incurred due to the failure to borrow or make repayments as specified [418]. Financial Performance Metrics - The total commitment under the Credit Agreement is US$15,000,000, representing 100% of the applicable percentage [448]. - The Borrower, Vox Royalty Corp., acknowledges that the Agent and Lenders have no liability regarding due diligence investigations conducted in connection with the transactions [431]. - The Borrower reported a Leverage Ratio of less than 3.50, with a maximum permitted ratio of 3.50 [464]. - The Interest Coverage Ratio was reported at greater than 2.50:1, exceeding the minimum requirement [464]. - Liquidity was confirmed at $[●], with a minimum liquidity requirement of $7,500,000 [464]. - The Borrower has no Defaults or Events of Default as of the reporting date [464]. - The Borrower has provided a complete list of Material Agreements that accounted for not less than 85% of Consolidated Revenue [466]. - The Borrower has acknowledged the addition of a New Subsidiary as an Obligor under the Credit Agreement [470]. - The Accordion Lender's Commitment is set at $<@>, amending Schedule 1 of the Credit Agreement accordingly [475]. - The Borrower has confirmed that no Default or Event of Default has occurred as a result of the Accordion Agreement [475]. - The Borrower has taken all necessary actions to execute and deliver the Assignment and Assumption [457]. - The Borrower has received a copy of the Credit Agreement and the most recent financial statements for credit analysis [461]. - Vox Royalty Corp. has confirmed that no Default or Event of Default has occurred as of the date of the request for the Advance [483]. - The Borrower is requesting an Advance amounting to US$15,000,000 [498]. - The Borrower has fulfilled all conditions precedents in Sections 5.1 and 5.2 of the Credit Agreement [483]. - The Borrower has multiple places of business, including locations in Toronto, Ontario, and Perth, Australia [484]. - The material agreements include the Wonmunna Project, Janet Ivy Project, and Koolyanobbing Project, all located in Australia [489]. - The Borrower has various insurance policies, including Cyber and D&O insurance, with expiration dates ranging from September 2024 to November 2024 [496]. - The Borrower will notify the lender immediately if any event occurs that would affect the truth of the representations made [483]. - The Advance requested may include a Base Rate Advance or a Term Benchmark Advance, details of which are to be specified [482]. - The Borrower has confirmed that the representations and warranties made in the Credit Agreement are true as of the date of the request [483]. - The Borrower has a designated account for the proceeds of the Advance, which is to be specified [481].