Vox Royalty (VOXR) - 2025 Q1 - Quarterly Report

Unaudited Condensed Interim Consolidated Statements of Financial Position This statement presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2025, and December 31, 2024 Condensed Interim Consolidated Statements of Financial Position (As at March 31, 2025 vs. December 31, 2024) | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :----------------------- | :------------------- | :-------------------- | | Assets | | | | Total current assets | 12,634,375 | 12,129,014 | | Royalty interests | 37,199,066 | 37,984,188 | | Other non-current assets | 1,173,438 | 1,268,122 | | Total assets | 51,006,879 | 51,381,324 | | Liabilities | | | | Total current liabilities | 2,980,881 | 2,894,675 | | Deferred tax liabilities | 5,373,490 | 5,426,450 | | Total liabilities | 8,354,371 | 8,321,125 | | Equity | | | | Share capital | 69,750,937 | 69,528,762 | | Equity reserves | 5,086,479 | 4,722,776 | | Deficit | (32,184,908) | (31,191,339) | | Total equity | 42,652,508 | 43,060,199 | | Total liabilities and equity | 51,006,879 | 51,381,324 | Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss This statement details the company's net loss and comprehensive loss for the three months ended March 31, 2025, compared to the prior year Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Three Months Ended March 31) | Metric | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------- | :------------------- | :------------------- | | Royalty revenue | 2,680,194 | 2,882,512 | | Depletion | (785,122) | (468,373) | | Gross profit | 1,895,072 | 2,414,139 | | Total operating expenses | (1,791,541) | (1,803,625) | | Income from operations | 103,531 | 610,514 | | Other income (expenses), net | (11,655) | (109,799) | | Income before income taxes | 91,876 | 500,715 | | Income tax expense | (451,016) | (742,102) | | Net loss and comprehensive loss | (359,140) | (241,387) | | Basic and Diluted Loss per share | (0.01) | (0.00) | Unaudited Condensed Interim Consolidated Statements of Changes in Equity This statement outlines changes in the company's equity components for the three months ended March 31, 2025, and 2024 Condensed Interim Consolidated Statements of Changes in Equity (Three Months Ended March 31, 2025 and 2024) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------- | :------------------- | :------------------- | | Balance, January 1 | 43,060,199 | 44,923,670 | | Share issue costs | (1,839) | (23,599) | | Dividends declared | (634,429) | (601,462) | | Shares issued – dividends reinvestment plan | 3,383 | - | | Settlement of RSUs | - | - | | Share-based compensation | 584,334 | 655,271 | | Net loss and comprehensive loss | (359,140) | (241,387) | | Balance, March 31 | 42,652,508 | 44,712,493 | Unaudited Condensed Interim Consolidated Statements of Cash Flows This statement presents the company's cash flows from operating, investing, and financing activities for the three months ended March 31 Condensed Interim Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------- | :------------------- | :------------------- | | Net cash flows from operating activities | 1,038,814 | 1,212,154 | | Net cash flows from investing activities | - | 3,113 | | Net cash flows used in financing activities | (630,539) | (983,659) | | Increase in cash and cash equivalents | 408,275 | 231,608 | | Impact of foreign exchange on cash | (16,799) | (9,259) | | Cash and cash equivalents, beginning of period | 8,754,391 | 9,342,880 | | Cash and cash equivalents, end of period | 9,145,867 | 9,565,229 | Notes to the Unaudited Condensed Interim Consolidated Financial Statements These notes provide detailed explanations and disclosures supporting the condensed interim consolidated financial statements 1. Nature of operations Vox Royalty Corp. acquires producing or near-term royalty assets, with 85% of its portfolio located in Australia, Canada, and the US - Vox Royalty Corp. is a mining royalty company focused on growing its royalty asset portfolio through accretive acquisitions[14] - The Company prioritizes acquiring royalties on producing or near-term producing assets (six months to three years from first production)[14] - Approximately 85% of the Company's royalty assets by royalty count are located in Australia, Canada, and the United States[14] 2. Basis of preparation Prepared under IAS 34, these interim financial statements use consistent policies, are in USD on a historical cost basis, consolidating subsidiaries - Statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, applying the same material accounting policies as the prior annual financial statements[15] - Statements are presented on a historical cost basis (except for financial instruments measured at fair value) and expressed in United States dollars[17] - The financial statements incorporate the accounts of Vox Royalty Corp. and its wholly-owned subsidiaries, fully consolidated from the date control is obtained[18][19] - The Company is currently assessing the impact of IFRS 18, effective for reporting periods beginning on or after January 1, 2027[21] 3. Significant judgments, estimates and assumptions The preparation of financial statements requires significant management judgments, estimates, and assumptions, consistent with prior annual statements - Management makes judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities, as well as revenues and expenses[22] - Estimates and assumptions are continuously evaluated based on management's experience and expectations of future events[22] - The areas involving a higher degree of judgment or complexity were the same as those applied to the Company's annual financial statements for the year ended December 31, 2024[24] 4. Accounts receivable Accounts receivable, primarily royalties, totaled $2,906,224 as of March 31, 2025, generally collected within 45 days Accounts Receivable (As at March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------ | :------------------- | :-------------------- | | Royalties receivable | 2,880,531 | 2,897,870 | | Sales tax recoverable | 25,693 | 19,810 | | Total | 2,906,224 | 2,917,680 | - Royalties receivable generally collected within 45 days of quarter-end[25] 5. Royalty interests Royalty interests decreased to $37,199,066 as of March 31, 2025, primarily due to depletion, with Australia holding the largest share Royalty Interests by Country (As at March 31, 2025 vs. December 31, 2024) | Country | March 31, 2025 ($) | December 31, 2024 ($) | | :------------ | :------------------- | :-------------------- | | Australia | 29,681,719 | 30,452,281 | | Canada | 2,756,817 | 2,756,817 | | USA | 2,204,452 | 2,210,330 | | South Africa | 1,914,844 | 1,914,844 | | Brazil | 595,625 | 604,307 | | Peru | 45,609 | 45,609 | | Total | 37,199,066 | 37,984,188 | Royalty Interests Breakdown (As at March 31, 2025) | Royalty | Country | Carrying Amount ($) | | :---------------------- | :---------- | :------------------ | | Wonmunna | Australia | 10,157,059 | | Royalty portfolio | Australia | 5,205,731 | | Janet Ivy | Australia | 3,764,741 | | Castle Hill portfolio | Australia | 2,956,942 | | Koolyanobbing | Australia | 727,063 | | South Railroad | USA | 2,142,880 | | Limpopo | South Africa | 1,150,828 | | Bowdens | Australia | 1,130,068 | | Bullabulling | Australia | 953,349 | | Goldlund | Canada | 1,258,810 | | Brits | South Africa | 764,016 | | Otto Bore | Australia | 539,631 | | Lynn Lake (MacLellan) | Canada | 873,088 | | Bulong | Australia | 497,557 | | Dry Creek | Australia | 361,331 | | Sulfur Springs/Kangaroo Caves | Australia | 467,983 | | Pedra Branca | Brazil | 450,131 | | Ashburton | Australia | 355,940 | | Anthiby Well | Australia | 311,742 | | Cardinia | Australia | 302,850 | | Brauna | Brazil | 145,494 | | Montanore | USA | 61,572 | | Mt Ida | Australia | 210,701 | | Other | Australia | 1,739,031 | | Other | Canada | 624,919 | | Other | Peru | 45,609 | | Total | | 37,199,066 | - Deferred royalty acquisitions as at March 31, 2025, were $15,495, representing costs incurred prior to the execution and closing of a royalty acquisition[28] 6. Credit facility The company has a $15,000,000 secured revolving credit facility with BMO, with no outstanding amounts as of March 31, 2025 - The Company has a $15,000,000 secured revolving credit facility with the Bank of Montreal, with an accordion feature for an additional $10,000,000, maturing on December 31, 2026[29] - As at March 31, 2025, there were no outstanding amounts under the Facility, and Vox was in compliance with all covenants[29][30] Interest and Finance Expenses (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------------------- | :------------------- | :------------------- | | Amortization expense of Facility transaction costs | 64,294 | 48,767 | | Interest expense on Facility | 21,094 | 24,938 | | Total | 85,388 | 73,705 | Other Assets (Facility Transaction Costs) (As at March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :-------------------------------- | :------------------- | :-------------------- | | Balance, beginning of period | 279,491 | 271,029 | | Facility transaction costs incurred | - | 234,470 | | Amortization expense | (64,294) | (226,008) | | Balance, end of period | 215,197 | 279,491 | 7. Intangible assets Intangible assets, primarily the MRO royalty database, had a net book value of $942,746 as of March 31, 2025, after amortization Intangible Assets (MRO Database) (As at March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------------ | :------------------- | :-------------------- | | Cost | 1,837,500 | 1,837,500 | | Accumulated amortization | 894,754 | 848,869 | | Net book value | 942,746 | 988,631 | - Intangible assets are comprised of the Mineral Royalties Online (MRO) royalty database[33] 8. Accounts payable and accrued liabilities Total accounts payable and accrued liabilities decreased to $992,167 as of March 31, 2025, mainly due to reduced accrued liabilities Accounts Payable and Accrued Liabilities (As at March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 ($) | December 31, 2024 ($) | | :-------------------- | :------------------- | :-------------------- | | Trade payables | 200,223 | 118,481 | | Sales tax payable | 499,159 | 487,901 | | Accrued liabilities | 292,785 | 784,125 | | Total | 992,167 | 1,390,507 | 9. Share capital As of March 31, 2025, 50,754,138 common shares were outstanding ($69,750,937), and a $1,500,000 SRP renewal was approved Issued and Outstanding Common Shares (As at March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 | December 31, 2024 | | :---------------------------------------------------------------- | :------------- | :---------------- | | Number of common shares issued and outstanding | 50,754,138 | 50,658,776 | | Value of common shares issued and outstanding ($) | 69,750,937 | 69,528,762 | - On March 12, 2025, the Board of Directors approved the renewal of a Share Repurchase Program (SRP) for the repurchase of up to $1,500,000 of its common shares[38] - The Company did not repurchase any shares under the SRP during the three months ended March 31, 2025[40] Dividends Declared (Three Months Ended March 31, 2025) | Declaration date | Dividend per common share ($) | Record date | Payment date | Dividends payable ($) | | :---------------- | :---------------------------- | :---------- | :----------- | :-------------------- | | February 20, 2025 | 0.0125 | March 31, 2025 | April 14, 2025 | 634,429 | | Total | 0.0125 | | | 634,429 | - Total dividends paid for the three months ended March 31, 2025, included $3,383 paid in shares through the dividend reinvestment program, issuing 1,507 common shares at a 5% discount[44] 10. Equity reserves Equity reserves include 1,346,838 outstanding stock options and 829,915 RSUs granted during the three months ended March 31, 2025 Stock Option Activity (Three Months Ended March 31) | Item | March 31, 2025 (Number) | March 31, 2025 (Weighted average exercise price C$) | March 31, 2024 (Number) | March 31, 2024 (Weighted average exercise price C$) | | :-------------------------------- | :---------------------- | :----------------------------------------------- | :---------------------- | :----------------------------------------------- | | Outstanding, beginning and end of period | 1,346,838 | 3.70 | 1,347,398 | 3.70 | | Exercisable, end of period | 1,346,838 | 3.70 | 1,347,398 | 3.70 | Stock Options Outstanding as at March 31, 2025 | Expiry date | Exercise price (C$) | Number of options outstanding | Weighted average remaining contractual life (Years) | Number of options exercisable | Weighted average remaining contractual life (Years) | | :------------ | :------------------ | :---------------------------- | :-------------------------------------------------- | :---------------------------- | :-------------------------------------------------- | | June 30, 2026 | 3.25 | 680,703 | 1.25 | 680,703 | 1.25 | | March 9, 2027 | 4.16 | 666,135 | 1.94 | 666,135 | 1.94 | | Total | | 1,346,838 | 1.59 | 1,346,838 | 1.59 | - During the three months ended March 31, 2025, 829,915 Restricted Share Units (RSUs) were granted, vesting in 25% increments on July 2, 2025, January 2, 2026, July 2, 2026, and January 2, 2027[49] RSU Activity (Three Months Ended March 31) | Item | March 31, 2025 (Number) | March 31, 2025 (Weighted average fair value $) | March 31, 2024 (Number) | March 31, 2024 (Weighted average fair value $) | | :----------------------- | :---------------------- | :--------------------------------------------- | :---------------------- | :--------------------------------------------- | | Outstanding, beginning of period | 1,309,061 | 2.23 | 952,018 | 2.62 | | Granted | 829,915 | 2.26 | 964,564 | 2.00 | | Exercised | (93,855) | 2.35 | (136,748) | 2.67 | | Outstanding, end of period | 2,045,121 | 2.23 | 1,779,834 | 2.28 | | Vested, end of period | 713,376 | 2.36 | 436,098 | 2.66 | 11. General and administration General and administration expenses totaled $1,134,538 for the three months ended March 31, 2025, with salaries and benefits as the largest component General and Administration Expenses (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------- | :------------------- | :------------------- | | Corporate administration | 254,441 | 268,477 | | Professional fees | 117,101 | 103,652 | | Salaries and benefits | 676,981 | 662,141 | | Director fees | 40,130 | 29,979 | | Amortization | 45,885 | 45,885 | | Total | 1,134,538 | 1,110,134 | 12. Other income (expenses) Other income (expenses) resulted in a net income of $73,733 for the three months ended March 31, 2025, a significant improvement from the prior year Other Income (Expenses) (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :-------------------- | :------------------- | :------------------- | | Interest income | 92,284 | 121,651 | | Foreign exchange expense | (18,551) | (157,745) | | Total | 73,733 | (36,094) | 13. Related party transactions Key management personnel compensation, including short-term benefits and share-based compensation, totaled $1,101,862 for the three months ended March 31, 2025 Key Management Personnel Compensation (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :------------------------ | :------------------- | :------------------- | | Short-term employee benefits | 572,018 | 538,337 | | Share-based compensation | 529,844 | 595,364 | | Total | 1,101,862 | 1,133,701 | 14. Commitments and contingencies The company faces ongoing litigation and has contingent milestone payments totaling $9,051,149 related to royalty acquisitions - The Company has filed a statement of claim against Titan Minerals Limited in the Supreme Court of Western Australia seeking replacement royalties or damages for relinquished Peruvian mining concessions[60][61] - Vox Australia filed a writ and statement of claim against Aurenne MIT Pty Ltd regarding the unreasonable withholding of consent to transaction and assignment documentation for the Mt Ida royalty asset[62] Minimum Annual Lease Payments and Consulting Agreements (As at April 1, 2025 to March 31, 2026) | Item | Amount ($) | | :-------------------- | :--------- | | Leases | 3,872 | | Consulting agreements | 49,493 | | Total | 53,365 | Contingent Milestone Payments for Royalty Acquisitions | Royalty | Amount ($) | | :-------------- | :--------- | | Limpopo | 6,190,874 | | Brits | 1,250,000 | | Bullabulling | 624,026 | | Koolyanobbing | 312,013 | | El Molino | 450,000 | | Uley | 137,286 | | Other | 86,950 | | Total | 9,051,149 | - Milestone payments may be settled in either cash or common shares of the Company, at the Company's election[66] 15. Supplemental cash flow information Supplemental cash flow information for the three months ended March 31, 2025, details changes in accrued assets, royalty acquisitions, and interest expense Supplemental Cash Flow Information (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :------------------------------------ | :------------------- | :------------------- | | Change in accrued other assets | (2,615) | (246,436) | | Change in accrued deferred royalty acquisitions | 15,495 | 12,930 | | Change in accrued interest expense on Facility | 469 | - | 16. Segment information The company operates in one segment: royalty interest acquisition, with Australia generating the majority of revenue and non-current assets - The Company operated in one reportable segment: the acquisition of royalty interests[67] Revenue by Geographic Location (Three Months Ended March 31) | Geographic Location | March 31, 2025 ($) | March 31, 2024 ($) | | :------------------ | :------------------- | :------------------- | | Australia | 2,647,509 | 2,862,195 | | Brazil | 17,180 | 4,812 | | USA | 15,505 | 15,505 | | Total | 2,680,194 | 2,882,512 | Non-Current Assets by Geographic Location (As at March 31, 2025 vs. December 31, 2024) | Geographic Location | March 31, 2025 ($) | December 31, 2024 ($) | | :------------------ | :------------------- | :-------------------- | | Australia | 29,691,719 | 30,452,281 | | Canada | 2,977,509 | 3,036,308 | | USA | 2,204,452 | 2,210,330 | | South Africa | 1,914,844 | 1,914,844 | | Cayman Islands | 942,746 | 988,631 | | Brazil | 595,625 | 604,307 | | Peru | 45,609 | 45,609 | | Total | 38,372,504 | 39,252,310 | 17. Income taxes Income tax expense for the three months ended March 31, 2025, was $451,016, a decrease from the prior year due to a deferred tax recovery Income Tax Expense (Three Months Ended March 31) | Item | March 31, 2025 ($) | March 31, 2024 ($) | | :------------------------ | :------------------- | :------------------- | | Current tax expense | 503,976 | 591,151 | | Deferred tax expense (recovery) | (52,960) | 150,951 | | Income tax expense | 451,016 | 742,102 | 18. Financial instruments The company manages credit, liquidity, currency, interest rate, and commodity price risks, with $9,653,494 in working capital as of March 31, 2025 - Credit risk is primarily attributable to liquid financial assets and royalty receivables, mitigated by maintaining cash in high-quality financial institutions and closely monitoring receivables[73] - As at March 31, 2025, the Company had cash and cash equivalents of $9,145,867 and working capital of $9,653,494, ensuring sufficient liquidity[74] - A 10% increase (decrease) of the Canadian and Australian dollar relative to the United States dollar would increase (decrease) net loss and other comprehensive loss by $452,000[75] - A 1% increase (decrease) in nominal interest rates would have increased (decreased) net loss and other comprehensive loss by approximately $37,500, due to the floating interest rates on the Facility[76] - The Company's royalties are subject to fluctuations from changes in market prices of underlying commodities (precious and base metals), which are the primary drivers of profitability, and future revenue is not hedged[78][79] - The Company's primary objective in capital management is to maximize returns for shareholders by growing its asset base through accretive acquisitions of royalty interests, while optimizing its capital structure[82] 19. Subsequent events Subsequent to March 31, 2025, the company drew $11.7 million from its BMO Facility to fund the Kanmantoo royalty acquisition and declared a quarterly dividend - On May 14, 2025, the Company initiated a draw down of $11.7 million under the BMO Facility to purchase the Kanmantoo royalty acquisition, which was completed on May 15, 2025[86] - On May 15, 2025, the Board of Directors declared a quarterly dividend of $0.0125 per common share, payable on July 14, 2025[87]