EXHIBIT 99.1 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited – Expressed in United States Dollars)

 

 

 

 

 

 

VOX ROYALTY CORP.
 
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited – Expressed in United States Dollars)

 

INDEX

 

Condensed Interim Consolidated Statements of Financial Position

 

1

 

 

 

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

 

2

 

 

 

Condensed Interim Consolidated Statements of Changes in Equity

 

3

 

 

 

Condensed Interim Consolidated Statements of Cash Flows

 

4

 

 

 

Notes to the Condensed Interim Consolidated Financial Statements

 

5 – 20

 

 

Table of Contents

 

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - Expressed in United States Dollars)

 

 

 

As at

 

 

Note

June 30,

2026

December 31,

2025

 

 

$

$

Assets

 

 

 

Current assets

 

 

 

Cash

 

31,127,354

8,084,572

Accounts receivable

4

1,236,976

2,857,202

Prepaid expenses and other

 

319,667

439,177

Total current assets

 

32,683,997

11,380,951

 

 

 

 

Non-current assets

 

 

 

Royalty interests

5

49,383,807

50,779,045

Streams and other interests – financial assets

6

79,786,029

59,964,224

Other assets

7

403,365

468,505

Intangible assets

8

712,031

803,907

 

 

 

 

Total assets

 

162,969,229

123,396,632

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued liabilities

9

2,528,803

2,999,323

Dividends payable

10

1,041,787

854,564

Income taxes payable

 

788,702

318,925

Total current liabilities

 

4,359,292

4,172,812

 

 

 

 

Non-current liabilities

 

 

 

Credit facility

7

-

6,700,000

Deferred tax liabilities

 

5,936,835

5,476,733

 

 

 

 

Total liabilities

 

10,296,127

16,349,545

 

 

 

 

Equity

 

 

 

Share capital

10

133,098,604

129,977,712

Equity reserves

11

8,403,530

5,346,955

Retained earnings (deficit)

 

11,170,968

(28,277,580)

 

 

 

 

Total equity

 

152,673,102

107,047,087

 

 

 

 

Total liabilities and equity

 

162,969,229

123,396,632

 

Commitments and contingencies (Note 16)

Subsequent events (Note 21)

 

Approved by the Board of Directors on August 12, 2026

 

Signed                           “Kyle Floyd”                           , Director

 

Signed                              “Robert Sckalor”                                   , Director

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 
1

Table of Contents

  

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited - Expressed in United States Dollars)

 

 

 

 

Note

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

 

$

$

$

$

Royalty revenue

18

1,574,791

2,765,145

3,743,878

5,445,339

Net precious metals income

6,18

4,579,174

-

18,446,690

-

Depletion on royalties and depreciation-like charges

5, 6

(2,071,427)

(1,018,232)

(6,529,303)

(1,803,354)

Gross profit

 

4,082,538

1,746,913

15,661,265

3,641,985

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

General and administration

12

(1,420,829)

(1,111,125)

(2,960,630)

(2,245,663)

Share-based compensation

11

(1,962,009)

(670,582)

(4,105,615)

(1,254,916)

Gain on disposition of royalty interests

5

5,189,144

-

5,189,144

-

Gain on disposition of streams and other interests

6

2,190,437

 

2,190,437

 

Project evaluation expenses

13

(472,101)

(142,979)

(1,252,202)

(215,648)

Total operating income (expenses)

 

3,524,642

(1,924,686)

(938,866)

(3,716,227)

 

 

 

 

 

 

Income (loss) from operations

 

7,607,180

(177,773)

14,722,399

(74,242)

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

Revaluation of streams and other interests

6

10,990,966

-

27,523,940

-

Amendment fee on streams and other interests

6

-

-

1,000,000

-

Interest and finance expenses

7

(102,113)

(182,564)

(253,112)

(267,952)

Other income (expenses), net

14

(13,923)

200,208

22,245

273,941

Income (loss) before income taxes

 

18,482,110

(160,129)

43,015,472

(68,253)

 

 

 

 

 

 

Income tax expense

19

(1,441,252)

(227,828)

(1,491,628)

(678,844)

 

 

 

 

 

 

Net income (loss) and comprehensive income (loss)

 

17,040,858

(387,957)

41,523,844

(747,097)

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

Basic

10

68,913,691

50,756,027

68,800,560

50,742,893

Diluted

10

71,332,280

50,756,027

71,144,353

50,742,893

 

 

 

 

 

 

Income (loss) per share

 

 

 

 

 

Basic

10

0.25

(0.01)

0.60

(0.01)

Diluted

10

0.24

(0.01)

0.58

(0.01)

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 
2

Table of Contents

  

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited - Expressed in United States Dollars)

 

 

 Note

Number of

Shares

Share

Capital

Equity

Reserves

Retained earnings (deficit)

Total

Equity

 

 

#

$

$

$

$

Balance, January 1, 2025

 

50,658,776

69,528,762

4,722,776

(31,191,339)

43,060,199

Share issue costs

 

-

(2,241)

-

-

(2,241)

Dividends declared

 

-

-

-

(1,268,883)

(1,268,883)

Shares issued – dividends reinvestment plan

 

3,740

9,152

-

-

9,152

Settlement of RSUs

 

93,855

220,631

(220,631)

-

-

Share-based compensation

 

-

-

1,277,538

-

1,277,538

Net loss and comprehensive loss

 

-

-

-

(747,097)

(747,097)

 

 

 

 

 

 

 

Balance, June 30, 2025

 

50,756,371

69,756,304

5,779,683

(33,207,319)

42,328,668

 

 

 

 

 

 

 

Balance, January 1, 2026

 

68,364,945

129,977,712

5,346,955

(28,277,580)

107,047,087

Share issue costs

 

-

(1,469)

-

-

(1,469)

Dividends declared

10

-

-

-

(2,075,296)

(2,075,296)

Shares issued – dividends reinvestment plan

10

2,401

11,759

-

-

11,759

Settlement of RSUs

11

243,584

600,139

(600,139)

-

-

Exercise of stock options

11

841,541

2,510,463

(448,901)

-

2,061,562

Share-based compensation

11

-

-

4,105,615

-

4,105,615

Net income and comprehensive income

 

-

-

-

41,523,844

41,523,844

 

 

 

 

 

 

 

Balance, June 30, 2026

 

69,452,471

133,098,604

8,403,530

11,170,968

152,673,102

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 
3

Table of Contents

 

Vox Royalty Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in United States Dollars)

 

 

 

 

Note

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

 

$

$

$

$

Cash flows from operating activities

 

 

 

 

 

Net income (loss) for the period

 

17,040,858

(387,957)

41,523,844

(747,097)

Adjustments for:

 

 

 

 

 

Deferred tax expense (recovery)

19

409,074

49,311

460,102

(3,649)

Foreign exchange on cash

 

7,556

7,767

25,278

24,566

Share-based compensation

11, 15

1,962,009

670,582

4,105,615

1,254,916

Interest and finance expenses

7

102,113

182,564

253,112

267,952

Amortization

8

45,938

45,885

91,876

91,770

Realized gain on sale of investments

14

(141,269)

-

(141,269)

-

Gain on disposition of royalty interests

5

(5,189,144)

-

(5,189,144)

-

Gain on disposition of streams and other interests

6

(2,190,437)

-

(2,190,437)

-

Depletion on royalties and depreciation-like charges

5,6

2,071,427

1,018,232

6,529,303

1,803,354

Revaluation of streams and other interests

6

(10,990,966)

-

(27,523,940)

-

 

 

3,127,159

1,586,384

17,944,340

2,691,812

Changes in non-cash working capital:

 

 

 

 

 

Accounts receivable

 

869,757

(80,428)

1,620,226

(68,972)

Prepaid expenses

 

129,659

122,668

119,510

(2,673)

Accounts payable and accrued liabilities

 

(168,322)

202,819

(242,541)

(207,932)

Income taxes payable

 

740,309

(74,714)

469,777

383,308

Net cash flows from operating activities

 

4,698,562

1,756,729

19,911,312

2,795,543

 

 

 

 

 

 

Cash flows from (used in) investing activities

 

 

 

 

 

Acquisition of royalties

5

(83,762)

(11,705,057)

(424,670)

(11,705,057)

Proceeds from disposition of royalty

5

5,620,317

-

5,620,317

-

Proceeds from the sale of investments

6

4,941,268

-

4,941,268

-

Net cash flows from (used in) investing activities

 

10,477,823

(11,705,057)

10,136,915

(11,705,057)

 

 

 

 

 

 

Cash flows from (used in) financing activities

 

 

 

 

 

Share issue costs paid

 

(595)

(402)

(246,828)

(2,241)

Exercise of stock options

 

1,155,399

-

2,061,562

-

Proceeds from credit facility

7

-

11,700,000

-

11,700,000

Credit facility repayments

7

-

-

(6,700,000)

-

Transaction costs related to credit facility

7

-

-

(57,849)

(2,615)

Payments of interest on credit facility

7

(63,857)

(88,614)

(160,738)

(110,177)

Dividends paid

10

(1,027,476)

(628,657)

(1,876,314)

(1,233,179)

Net cash flows from (used in) financing activities

 

63,471

10,982,327

(6,980,167)

10,351,788

 

 

 

 

 

 

Increase in cash

 

15,239,856

1,033,999

23,068,060

1,442,274

Impact of foreign exchange on cash

 

(7,556)

(7,767)

(25,278)

(24,566)

Cash, beginning of the period

 

15,895,054

9,145,867

8,084,572

8,754,391

 

 

 

 

 

 

Cash, end of the period

 

31,127,354

10,172,099

31,127,354

10,172,099

 

Supplemental cash flow information (Note 17)

 

See accompanying notes to the unaudited condensed interim consolidated financial statements.

 

 

 
4

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

1. Nature of operations

 

Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario). The Company’s head office is located at 1499 West 120th Ave, Suite 110, Westminster, CO, 80234, USA. The Company’s registered office is 100 King Street West, Suite 5700, Toronto, ON, M5X 1C7, Canada. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Stock Market LLC (“Nasdaq”), under the ticker symbol “VOXR”.

 

The Company holds a diversified portfolio of over 70 royalties, streams, and other interests, with primary exposure to gold and select industrial metals across top tier mining jurisdictions. Approximately 85% of the Company’s portfolio of royalty, streams and other interests by asset count are located in Australia, Canada and the United States.

 

The Company's net precious metals income on certain streams and other interests is subject to annual production caps which are typically met in the first half of the fiscal year. As a result, net precious metals income may be higher in the first half of the fiscal year, however, this can vary from time to time by changes in mine gold production throughout the year. As a result, the Company's net precious metals income and financial performance for any single quarter may not be indicative of revenue and financial performance which may be expected for the full year.

 

2. Material accounting policy information

 

(a) Statement of compliance

 

These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2025. They do not include all of the information and disclosures required by International Financial Reporting Standards as issued by the IASB (“IFRS Accounting Standards”) 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, 2026 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2025.

 

These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on August 12, 2026.

 

(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 (“$”), which is also the functional currency of the Company and its wholly-owned subsidiaries.

 

(c) Principles of consolidation

 

These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its wholly-owned subsidiaries: Vox Royalty Cayman SEZC (Cayman Islands), Vox Royalty Australia Pty Ltd. (Australia), Vox Royalty Canada Ltd. (Ontario, Canada), and Vox Royalty USA Ltd. (Delaware, USA). These unaudited condensed interim consolidated financial statements also incorporated the accounts of the Company’s previously wholly-owned subsidiary, SilverStream SEZC (Cayman Islands), which commenced a voluntary liquidation on November 19, 2025, and held a final meeting of the sole shareholder, Vox, to dissolve SilverStream SEZC, on December 19, 2025.

 

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) Recent accounting pronouncements adopted

 

Amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)

 

Effective January 1, 2026, the Company adopted amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities, introduce a new exception for certain financial liabilities settled through an electronic payment system prior to the settlement date and update the disclosures required for equity instruments designated at fair value through other comprehensive income. The Company elected to apply the option to derecognize financial liabilities settled in cash using an electronic payment system, before the settlement date when the related payment instruction cannot be withdrawn, stopped or cancelled, the Company no longer has access to the cash designated for settlement and the related settlement risk is insignificant. These amendments did not have a material impact on the Company's condensed interim consolidated financial statements.

 

 

 
5

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

(e) Recent accounting pronouncements not yet adopted

 

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

IFRS 18 introduces new categories and defined subtotals in the statement of profit or loss, new disclosures on management-defined performance measures (“MPMs”) and enhanced requirements to improve the aggregation and disaggregation of information in the financial statements. Under IFRS 18, the statement of profit or loss is divided into three categories: operating, investing, and financing. Concurrent amendments to IAS 7 Cash Flows align with these new subtotals so the cash flow statement will now begin with the IFRS 18-specified subtotal of operating profit rather than net earnings.

 

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The adoption of IFRS 18 is expected to change the presentation and structure of the Company’s primary financial statements but is not expected to have an impact on the measurement of net earnings or cash flows.

 

IFRS 18 will require additional note disclosures such as for MPMs where certain non-IFRS performance measures, representing subtotals of income and expenses, are used in public communications. Management is monitoring pronouncements from both the IASB and the regulators. The Company is continuing to evaluate the detailed impact of IFRS 18 on the Company’s financial statement presentation, disclosures, and internal controls.

 

3. Significant judgments, estimates and assumptions

 

The preparation of the Company’s unaudited condensed interim consolidated financial statements in conformity with IFRS Accounting Standards 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, 2025.

 

4. Accounts receivable

 

 

June 30,

2026

December 31,

2025

 

$

$

Trade receivables from royalties

1,120,726

2,685,915

Trade receivables from streams and other interests

5,050

60,087

Sales tax recoverable

111,200

111,200

 

 

 

 

1,236,976

2,857,202

 

Trade receivables from royalties, streams and other interests are held in order to collect the contractual cash flows, are initially measured at the amounts communicated as receivable from the counterparties under the terms of the agreements and are generally collected within 45 days of quarter-end. None of the receivables are past due and impairment losses recognized based on lifetime expected credit losses are immaterial given the credit quality of the counterparties.

 

5. Royalty interests

 

As at and for the six months ended June 30, 2026:

 

 

 

Cost

 

 

Accumulated Depletion

 

 

 

 

Royalty interests

 

Opening

 

Additions

 

Reclass

 

Disposals

 

Ending

 

 

 

Opening

 

Depletion

 

Reclass 

      

Ending

 

Carrying

Amount

 

 

$

$

$

$

$

 

 

$

$

$

 

$

 

Producing

34,699,886

-

(262,328)

-

34,437,558

 

 

(9,570,488)

(1,430,400)

148,433 

(10,852,455)

 

23,585,103

 

Non-producing

27,863,974

443,185

284,346

(431,173)

28,160,332

 

 

(2,279,000)

(6,331)

(148,433) 

(2,433,764)

 

25,726,568

 

Deferred acquisition costs

64,673

72,136

(64,673)

-

72,136

 

 

-

-

-

 

72,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

62,628,533

515,321

(42,655)

(431,173)

62,670,026

 

 

  (11,849,488)

(1,436,731)

(13,286,219)

 

49,383,807

 

 

 

 
6

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

  

Non-producing royalty interests include development, advanced exploration and exploration stage assets, with exploration and evaluation stage assets comprising a carrying amount of $4,446,313 at June 30, 2026 (December 31, 2025 - $4,332,418).

 

Total royalty interests include carrying amounts in the following countries:

 

 

June 30,

2026

December 31,

2025

 

$

$

Australia

41,203,072

42,591,979

Canada

2,756,817

2,756,817

USA

2,159,906

2,166,237

Mali

1,503,549

1,503,549

South Africa

1,150,828

1,150,828

Brazil

564,026

564,026

Peru

45,609

45,609

 

 

 

 

49,383,807

50,779,045

 

Royalties acquired during the six months ended June 30, 2026

 

Gold and copper royalty portfolio

 

On February 26, 2026, the Company completed the acquisition of a portfolio of two Australian gold and copper royalties for a total consideration of up to $460,330 (A$650,000). The Company paid the royalty seller $318,697 (A$450,000) at closing, a further $69,351 (A$100,000) in June 2026, and a further $72,282 (A$100,000) is payable on the satisfaction of post-closing conditions, which has not occurred to date. In addition, the Company incurred $52,206 of legal and professional fees related to the acquisition.

 

Royalties sold during the six months ended June 30, 2026

 

Federation gold royalty sale

 

On June 22, 2026, the Company completed the disposition of a capped 4.5% gold royalty on remaining gold production from the Hera Tenement EL6162, acquired on February 26, 2026, to the owner of the Hera project for total cash consideration of $5,620,317 (A$8,030,000), resulting in a gain of $5,189,144.

 

Deferred asset acquisitions

 

Deferred asset acquisitions as at June 30, 2026 of $72,136 (December 31, 2025 - $64,673) relates to costs incurred prior to the execution and closing of an asset acquisition. Deferred asset acquisition costs are reallocated to royalty interests or streams and other interests upon signing of a definitive agreement. If management determines not to proceed with a proposed acquisition, the deferred costs are expensed as project evaluation expenses.

 

6. Streams and other interests

 

 

June 30,

2026

December 31,

2025

 

$

$

Balance, beginning of period

59,964,224

-

Acquisitions

-

56,119,811

Settlement receipts

(18,446,690)

(4,581,329)

Change in fair value:

 

 

Net precious metals income

18,446,690

4,581,329

Depreciation-like charges

(5,092,572)

(2,282,834)

Proceeds on disposition of i-80 offtake stream

(4,800,000)

-

Gain on disposition of i-80 offtake stream

2,190,437

-

Revaluation of streams and other interests

27,523,940

6,127,247

 

 

 

Balance, end of period

79,786,029

59,964,224

 

 

 
7

Table of Contents

  

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Total streams and other interests include fair value amounts in the following countries:

 

 

June 30,

2026

December 31,

2025

 

$

$

Canada

40,034,029

24,264,224

Côte d’Ivoire

26,963,000

13,300,000

South Africa

8,854,000

7,000,000

Mexico

3,935,000

-

USA

-

2,300,000

Brazil

-

13,100,000

 

 

 

 

79,786,029

59,964,224

 

Amendments to PMPAs during the six months ended June 30, 2026

 

On January 23, 2026, Vox entered into a definitive agreement with Equinox Gold Corp. (“Equinox”) to restructure Vox’s 35% gold purchase contract over the Santa Luz, Fazenda and RDM mines in Brazil, with another gold purchase contract over the Greenstone gold mine in Ontario, Canada. As part of the agreement, Equinox paid Vox $1,000,000 as an amendment fee, which is reflected in the consolidated statement of income (loss).

 

i-80 gold offtake stream sale during the six months ended June 30, 2026

 

On June 26, 2026, Vox completed the disposition of its capped gold offtake stream over the Ruby Hill, Cove and Granite Creek projects (“i-80 Stream”) in Nevada to i-80 Gold Corp. (“i-80 Gold”) for $4,800,000, satisfied through the issuance of 3,453,237 i-80 Gold common shares, resulting in a gain of $2,190,437. The i-80 shares were subsequently sold for $4,941,268, realizing a further gain of $141,269. The disposition of the i-80 Stream and the subsequent sale of the i-80 shares, resulted in a total gain of $2,331,706.

 

Assumptions

 

The fair value of these Precious Metals Purchase Agreements (“PMPAs”) is determined by calculating the discounted future cash flows. The valuation relies primarily on unobservable inputs and is therefore classified as a Level 3 fair value measurement. The key input assumptions used were a 7.54% discount rate (December 31, 2025: 8.0% discount rate), forecast blended realized margins of $74.74/oz (December 31, 2025: $65.36/oz), and projected production volumes from the individual mines.

 

The sensitivity to the fair value of the financial asset that were attributed from the changes in the key inputs are summarized as follows:

 

 

·

Discount rate: a 1% increase (decrease) in discount rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $3,200,000.

 

·

Realized margins: a 5% increase (decrease) in realized margins would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $4,000,000. Realized margins is calculated using the Monte Carlo simulation method.

 

·

Projected production volume: this input is based on mine plans published by the individual operators and management’s best estimate of the ounces to be delivered under the contract. Material changes to the total volume of the production over the life of the mine during the three months ended June 30, 2026, were primarily a result of the following:

 

o

Bonikro (Côte d’Ivoire) mine life extension: In June 2026, Allied Gold Corporation (“Allied Gold”) announced a mine life extension at Bonikro, with an updated production plan extending mine life to 2036 (previously 2029) and supporting average annual production in excess of 120,000 ounces, an approximately 400% increase in life-of-mine production relative to the 2023 technical report. The mine life extension results in an additional fair value adjustment of $16,600,000.

 

o

Los Filos (Mexico): In June 2026, Equinox announced it had secured 20-year land access agreements with all three communities at the Los Filos Gold Mine. Equinox has initiated activities to support a gradual restart of heap leach operations. With the agreements in place with the three communities, it now allows Equinox to commence a restart of the mine in the coming years, which as a result, management has increased the fair value of this asset by $3,935,000. The main inputs for this include:

 

 

Annual production rate of 70,000oz, being 50% of the operator’s heap leach restart plan. A 10% increase (decrease) in production rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $400,000.

 

 

Probability of completing the restart of 25%. A 10% increase (decrease) in the probability rate would have increased (decreased) the revaluation of streams and other interests, along with net income and other comprehensive income, by approximately $1,600,000.

 

o

Other than the above, management does not anticipate material changes to the total volume of the production over the life of the mines, and any adjustments to the volume will therefore be primarily timing difference

 

 

 
8

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

7. Credit facility

 

Facility terms

 

The Company has a bank credit facility agreement providing for a $40,000,000 secured revolving credit facility (the “Credit Facility”). The Credit Facility includes an accordion feature which provides for an additional $35,000,000 of availability subject to certain conditions, resulting in total funding capacity under the Credit Facility of $75,000,000.

 

The Credit Facility, secured against certain royalty assets and PMPAs of the Company, as defined in the credit agreement, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations. At the Company’s election, amounts drawn on the Credit Facility bear interest at either (i) a rate determined by reference to the U.S. dollar prime rate plus a margin of 1.5% to 2.5% per annum, or (ii) the secured overnight financing rate plus a margin of 2.50% to 3.50% per annum. The undrawn portion of the Credit Facility is subject to a standby fee of 0.5625% to 0.7875% per annum, all of which is dependent on the Company’s leverage ratio (as defined in the amended credit agreement). The Credit Facility matures on September 23, 2028, and is extendable one-year at a time through mutual agreement between the Company and the lender. The Credit Facility includes covenants that require the Company to maintain certain financial ratios, including the Company’s leverage ratios and meet certain non-financial requirements.

 

As at June 30, 2026, no amounts are drawn on the facility and the Company was in compliance with all covenants and the Company expects to remain in compliance over the next year. The covenants, tested at the end of each fiscal quarter, include: (i) Leverage Ratio: less than or equal to 3.5:1; (ii) Interest Coverage Ratio: greater than or equal to 2.5:1; and (iii) Liquidity, comprising cash and the unadvanced portion under the Credit Facility, shall be no less than $5,000,000.

 

Credit facility

 

The following summarizes the outstanding balance under the Credit Facility as at June 30, 2026 and December 31, 2025:

 

 

June 30,

2026

December 31,

2025

 

$

$

Balance, beginning of period

6,700,000

-

Borrowings

-

16,700,000

Repayments

(6,700,000)

(10,000,000)

 

 

 

Balance, end of period

-

6,700,000

 

Other assets (Facility transaction costs)

 

The following summarizes the change in other assets as at June 30, 2026 and December 31, 2025:

 

 

June 30,

2026

December 31,

2025

 

$

$

Balance, beginning of period

468,505

279,491

Facility transaction costs incurred during the period

27,849

514,998

Amortization expense of Facility transaction costs

(92,989)

(325,984)

 

 

 

Balance, end of period

403,365

468,505

 

Interest and finance expenses

 

The following summarizes the interest and finance expenses for the three and six months ended June 30, 2026 and 2025:

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

$

$

$

$

Amortization expense of Facility transaction costs

45,238

64,295

92,989

128,589

Interest expense on Facility

56,875

118,269

160,123

139,363

 

 

 

 

 

 

102,113

182,564

253,112

267,952

 

 

 
9

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

8. Intangible assets

 

Intangible assets are comprised of the Mineral Royalties Online (“MRO”) royalty database, which was acquired in May 2020 for $1,837,500.  

 

 

Database

 

$

Cost at:

 

December 31, 2025 and June 30, 2026

1,837,500

 

 

Accumulated amortization at:

 

December 31, 2025

1,033,593

Amortization

91,876

June 30, 2026

1,125,469

 

 

Net book value at:

 

December 31, 2025

803,907

June 30, 2026

712,031

 

9. Accounts payable and accrued liabilities

 

 

June 30,

2026

December 31,

2025

 

$

$

Trade payables

653,337

959,795

Sales tax payable

870,842

658,740

Accrued liabilities

1,004,624

1,380,788

 

 

 

 

2,528,803

2,999,323

 

10. 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, 2026 and at December 31, 2025 is as follows:

 

 

June 30,

2026

December 31,

2025

 

$

$

Issued: 69,452,471 (December 31, 2025: 68,364,945) common shares

133,098,604

129,977,712

 

Share repurchase program

 

On March 12, 2025, the Board of Directors of the Company approved the renewal of a Share Repurchase Program (“SRP”) for the repurchase of up to $1,500,000 of its common shares. The SRP is administered through an independent broker.

 

Repurchases under the SRP may be made at times and in amounts as the Company deems appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with securities laws in the United States. The actual timing, number and value of repurchases under the SRP will be determined by management in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The SRP may be suspended or discontinued at any time. Open market repurchases will only be made outside of Canada through the facilities of the Nasdaq or any alternative open market in the United States, as applicable.

 

The SRP expired on March 12, 2026. The Company did not repurchase any shares under the SRP during the six months ended June 30, 2026.

 

 

 
10

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Income (loss) per share

 

For the three and six months ended June 30, 2026 and 2025, the basic income (loss) per share is calculated based on the following weighted average number of shares outstanding:

 

 

 

 

Three months

ended

June 30, 2026

 

 

 

Three months

ended

June 30, 2025

 

 

 

Six months

ended

June 30, 2026

 

 

 

Six months

ended

June 30, 2025

Basic income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

17,040,858

 

 

$

(387,957)

 

 

$

41,523,844

 

 

 

(747,097)

Weighted average shares outstanding

 

 

68,913,691

 

 

 

50,756,027

 

 

 

68,800,560

 

 

 

50,742,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$

0.25

 

 

$

(0.01)

 

 

$

0.60

 

 

$

(0.01)

 

For the three and six months ended June 30, 2026 and 2025, the diluted income (loss) per share is calculated based on the following weighted average number of shares outstanding:

 

 

 

 

 

Three months

ended

June 30, 2026

 

 

 

Three months

ended

June 30, 2025

 

 

 

Six months

ended

June 30, 2026

 

 

 

Six months

ended

June 30, 2025

Diluted income (loss) per share

 

 

$

 

 

 

$

 

 

 

$

 

 

 

$

Net income (loss)

 

$

17,040,858

 

 

$

(387,957)

 

 

$

41,523,844

 

 

$

(747,097)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

68,913,691

 

 

 

50,756,027

 

 

 

68,800,560

 

 

 

50,742,893

Adjustments for calculation of diluted income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

392,822

 

 

 

-

 

 

 

318,026

 

 

 

-

RSUs

 

 

2,025,767

 

 

 

-

 

 

 

2,025,767

 

 

 

-

Weighted average shares outstanding in calculating diluted income (loss) per share

 

 

71,332,280

 

 

 

50,756,027

 

 

 

71,144,353

 

 

 

50,742,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share

 

$

0.24

 

 

$

(0.01)

 

 

$

0.58

 

 

$

(0.01)

 

For the period ended June 30, 2026, nil stock options (June 30, 2025: 1,346,838 stock options) and nil RSUs (June 30, 2025: 2,063,216 RSUs) were excluded in the computation of diluted income (loss).

 

Dividends

 

The following table provides details on the dividends declared for the six months ended June 30, 2026.

 

 

Declaration date

Dividend per common share

Record

date

Payment

date

Dividends

declared

 

$

 

 

$

March 5, 2026

0.015

March 31, 2026

April 14, 2026

1,033,509

May 13, 2026

0.015

June 30, 2026

July 14, 2026

1,041,787

 

 

 

 

 

 

0.030

 

 

2,075,296

 

On March 18, 2024, the Company adopted a Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible shareholders of Vox with the opportunity to have all, or a portion of any cash dividends declared on common shares by the Company automatically reinvested into additional common shares, without paying brokerage commissions. Based on the current terms of the DRIP, the common shares are issued under the DRIP at a 5% discount to the average market price, as defined in the DRIP.

 

During the period ended June 30, 2026, the Company issued 2,401 common shares under the DRIP, representing dividends paid of $11,759.

 

11. Equity reserves

 

Options

 

The Company maintains an omnibus long-term incentive plan dated June 8, 2023 (the “LTIP”), as well as a prior omnibus long-term incentive plan dated May 19, 2020, which remains in force only until all awards granted thereunder have been exercised or have expired (together with the LTIP, the “Plans”). The Plans provide that certain key employees, officers, directors and consultants may be granted options to acquire common shares of the Company. The exercise price, expiry date and vesting terms are determined by the Board of Directors. The Plans permit the issuance of options, which, together with the Company’s other share compensation arrangements, may not exceed 10% of the Company’s issued common shares as at the date of grant.

 

 

 
11

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

The following summarizes the stock option activity for the six months ended June 30, 2026 and 2025:

 

 

June 30, 2026

June 30, 2025

 

 

Number

Weighted average exercise price

Number

Weighted average exercise price

 

#

$

#

$

Outstanding, beginning of period

1,346,838

2.65

1,346,838

3.70

Granted

2,400,001

4.99

-

-

Exercised

(841,541)

2.45

-

-

 

 

 

 

 

Outstanding, end of period

2,905,298

4.63

1,346,838

3.70

 

 

 

 

 

Exercisable, end of period

505,297

2.93

1,346,838

3.70

 

The following table summarizes information of stock options outstanding as at June 30, 2026:

 

 

 

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

 

$

#

Years

#

Years

March 9, 2027

2.93

505,297

0.69

505,297

0.69

January 21, 2031

4.99

2,400,001

4.56

-

-

 

 

 

 

 

 

 

 

2,905,298

3.89

505,297

0.69

 

The Company used the Black-Scholes valuation model (“BSM”) to estimate the grant date fair value of stock options granted during the period using the following weighted average assumptions:

 

 

January 21, 2026 Issuance

Expected stock price volatility

33%

Risk-free interest rate

2.95%

Expected life

5 years

Grant date share price

$   4.99

Expected forfeiture rate

-

Expected dividend yield

1.20%

 

During the six months ended June 30, 2026, 2,400,001 stock options were granted of which ¼ vest on each of July 2, 2026, January 2, 2027, July 2, 2027 and January 2, 2028.

 

The share-based compensation expense related to stock option grants is recorded over the vesting period. For the three and six months ended June 30, 2026, total share-based compensation of $1,012,295 and $1,779,859, respectively, was recognized.

 

Restricted Share Units

 

The Plans provide 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. All RSU agreements granted by the Board of Directors from the date of incorporation through June 30, 2026, do not give the Company or the holder the option to settle in cash and can only be equity settled. As the Company does not have a present obligation to settle the issued RSUs in cash, the RSUs issued have been treated as equity-settled instruments and measured at the grant date fair value.

 

During the six months ended June 30, 2026, 699,656 RSUs were granted to directors, officers and employees, and vest as follows:

 

 

·

121,308 RSUs vested immediately on January 21, 2026;

 

·

571,729 RSUs vest in 25% increments on each of July 2, 2026, January 2, 2027, July 2, 2027, and January 2, 2028; and

 

·

6,619 RSUs vest 50% on February 6, 2026 and the remaining in 25% increments on July 2, 2026 and January 2, 2027.

 

The share-based compensation expense related to RSU grants is recorded over the vesting period. For the three and six months ended June 30, 2026, total share-based compensation of $949,714 and $2,325,756, respectively, (three and six months ended June 30, 2025 of $474,815 and $1,254,916, respectively), was recognized.

 

 

 
12

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

The following summarizes the RSU activity for the six months ended June 30, 2026 and 2025:

 

 

June 30, 2026

June 30, 2025

 

Number

Weighted average fair value

Number

Weighted average fair value

 

#

$

#

$

Outstanding, beginning of period

1,569,695

2.23

1,309,061

2.23

Granted

699,656

4.99

848,010

2.28

Exercised

(243,584)

2.46

(93,855)

2.35

 

 

 

 

 

Outstanding, end of period

2,025,767

3.15

2,063,216

2.24

 

 

 

 

 

Vested, end of period

1,079,566

2.47

962,939

2.27

 

12. General and administration

 

The Company’s general and administration expenses incurred for the three and six months ended June 30, 2026 and 2025 are as follows:

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

 June 30, 2025

 

$

$

$

$

Corporate administration

368,425

320,198

782,243

574,639

Professional fees

227,117

98,627

498,934

215,728

Salaries and benefits

699,237

606,265

1,427,090

1,283,246

Director fees

80,112

40,150

160,487

80,280

Amortization

45,938

45,885

91,876

91,770

 

 

 

 

 

 

1,420,829

1,111,125

2,960,630

2,245,663

 

13. Project evaluation expenses

 

The Company’s project evaluation expenses for the three and six months ended June 30, 2026 and 2025 is as follows:

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

$

$

$

$

Business development costs

2,488

123,606

60,871

54,903

Royalty enforcement costs

469,613

19,373

1,191,331

160,745

 

 

 

 

 

 

472,101

142,979

1,252,202

215,648

 

Business development costs relate to due diligence expenditures incurred in the evaluation of royalty interests acquisition opportunities that management elected not to pursue to completion.

 

Royalty enforcement costs relate to litigation matters that were settled or ongoing during the period, as disclosed in Note 16.

 

14.  Other income (expenses), net

 

The Company’s other income for the three and six months ended June 30, 2026 and 2025 are as follows:

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

 Six months

 ended

June 30, 2026

Six months

ended

June 30, 2025

 

$

$

$

$

Interest income

40,767

106,262

75,377

198,546

Unrealized loss on investments

(21,660)

-

(44,405)

-

Realized gain on sale of investments

141,269

-

141,269

-

Foreign exchange income (loss)

(174,299)

93,946

(149,996)

75,395

 

 

 

 

 

 

(13,923)

200,208

22,245

273,941

 

 

 
13

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

On February 25, 2026, Lipari Mining Ltd. (“Lipari”) issued the Company 431,307 Lipari common shares in connection with a debt settlement agreement relating to unpaid royalties by Lipari pertaining to the Braúna mine, in the amount of $44,405. During the three months ended March 31, 2026, the Company recorded an unrealized loss on investments of $21,660, representing the decline in the Lipari’s share price from the date of issuance to the end of the first quarter. In the three months ended June 30, 2026 the remaining carrying value of the investment was written off as Lipari has been subject to a cease trade order since early April 2026.

 

During the period, the Company recorded a realized gain on investments of $141,269 related to the disposition of the i-80 Gold common shares, which were obtained as result of the disposition of the i-80 Stream during the period (see Note 6).

 

15.  Related party transactions

 

Related parties include the Company’s Board of Directors and management, as well as close family and enterprises that are controlled by these individuals and certain persons performing similar functions. Other than indicated below, the Company entered into no related party transactions during the six months ended June 30, 2026 and 2025.

 

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. Key management personnel include the Company’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, former EVP – Australia (up to April 30, 2025), and the board of directors.

 

The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2026 and 2025 are as follows:

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

$

$

$

$

Short-term employee benefits

550,687

480,253

1,125,176

1,052,271

Share-based compensation

1,802,573

607,480

3,775,725

1,137,324

 

 

 

 

 

 

2,353,260

1,087,733

4,900,901

2,189,595

 

16. Commitments and contingencies

 

The Company is, from time to time, involved in legal proceedings of a nature considered normal to its business. Other than as noted below, the Company believes that none of the litigation in which it is currently involved or have been involved with during the period ended June 30, 2026, individually or in the aggregate, is material to its consolidated financial condition or results of operations.

 

Litigation matter

 

Red Hill (ongoing)

 

In June 2025, Vox Australia was served with a writ of summons and statement of claim in the Supreme Court of Western Australia pursuant to which Vox Australia has been named as a second defendant.

 

The plaintiff alleges, among other things, that the first defendant, being the previous royalty owner of the royalty, breached its obligations to the plaintiff in connection with the assignment of the Red Hill royalty to Vox Australia in September 2023 on the basis that the plaintiff had a right of first refusal. The plaintiff is seeking declaratory relief in respect of the assignment of the first defendant’s royalty to Vox Australia, or alternatively, damages. Vox Australia acquired the Red Hill royalty as part of a portfolio of nine royalties from the first defendant for a combination of A$6,750,000 in cash and non-cash consideration comprised of Vox providing ongoing royalty related services to the first defendant.

 

Each of the defendants deny that the purported right of first refusal applied in the circumstances. The Company is taking all appropriate steps to defend the action. The Company anticipates expenditures related to this matter to continue to increase considerably in 2026 as the matter evolves, subject to achieving settlement. It is difficult to predict whether the matter will be resolved before or after a trial or the timing of such resolution or trial. If the matter proceeds to trial, a final binding decision may take a number of years to be delivered.

 

As of June 30, 2026, the proceeding is ongoing.

 

Titan (ongoing)

 

SilverStream SEZC filed a writ and statement of claim in the Supreme Court of Western Australia against Titan Minerals Limited (“Titan”) on February 23, 2024, along with an amended writ and statement of claim on March 28, 2024, in respect of the Jaw, Phoebe, Cart and Colossus exploration projects. SilverStream is seeking to enforce its rights to be issued replacement royalties and/or damages in respect of Titan’s failure to maintain certain mining concessions in Peru in accordance with various royalty deeds entered into between Titan and SilverStream in 2021. On April 24, 2025, SilverStream assigned its interests in the royalties and legal proceeding to Vox Australia in order to permit SilverStream to complete the Restructuring Transaction. As of June 30, 2026, the proceeding is ongoing.

  

 

 
14

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

  

Commitments

 

The St Ives royalty is effectively a 1.04% GRR. The royalty is a 3.0% GRR, but the transaction also includes an obligation for Vox Australia to pay a 1.96% GRR royalty to a third party.

 

The Company or affiliates of the Company are committed to the following minimum lease payments for its premises over the remainder of its lease term and certain consulting agreements, as follows:

 

 

July 1, 2026

to

June 30, 2027

 

$

Leases

34,256

Consulting agreements

15,940

 

 

 

50,196

 

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

$

Stockman(1)(2)

6,900,000

Limpopo(1)(3)

6,263,000

Dandoko(4)

2,500,000

Bullabulling(5)

690,000

Koolyanobbing(6)

345,000

El Molino(7)

450,000

Uley(1)(8)

152,800

Other(9)

157,000

 

 

 

17,457,000

 

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

(2) Milestone payment due upon two consecutive quarters where royalty revenue from the royalty interest is paid in respect of a quarterly processing throughput rate of equal to greater than 150,000 tonnes.

(3) Milestone payments include: (i) C$1,500,000 upon cumulative royalty receipts from Limpopo exceeding C$500,000; (ii) C$400,000 upon cumulative royalty receipts from Limpopo exceeding C$1,000,000; and (iii) C$7,000,000 upon cumulative royalty receipts from Limpopo exceeding C$50,000,000.

(4) The milestone payments must be settled in cash. Milestone payments include: (i) $1,250,000 upon first royalty receipts; and (ii) $1,250,000 on receipt of payment of 500Koz production from the royalty area.

(5) The milestone payments may be settled in cash or ½ cash and ½ common shares of the Company, at the Company’s election. Milestone payments include: (i) A$500,000 upon the operator receiving approval of a mining proposal from the West Australian Department of Mines, Industry Regulation and Safety; and (ii) A$500,000 upon the Company receiving first royalty revenue receipt from the Bullabulling project.

(6) Milestone payment due upon achievement of cumulative 5Mdmt of ore processed.

(7) Milestone payment due upon registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.

(8) Milestone payment due upon commencement of commercial production.

(9) Milestone payment due upon (i) the exercise of a separate third-party option agreement, (ii) the issuance of the royalty to the previous royalty owner, and (iii) the assignment of the royalty to Vox.

 

17. Supplemental cash flow information

 

 

Three months

ended

June 30, 2026

Three months

ended

June 30, 2025

Six months

ended

June 30, 2026

Six months

ended

June 30, 2025

 

$

$

$

$

Income taxes paid

258,064

249,141

492,049

290,736

Decrease in accrued financing costs

-

-

(30,000)

(2,615)

(Decrease) increase in accrued interest expense on Facility

(6,982)

29,655

(615)

29,186

Increase (decrease) in accrued royalty interests

53,245

(3,438)

47,996

12,057

Decrease in accrued share issue costs

-

-

(245,359)

-

 

 

 
15

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

18. Segment information

 

The Company’s business is organized into two operating segments, consisting of i) acquiring and managing royalty interests, and ii) acquiring and managing streams and other interests. Prior to the September 26, 2025 acquisition of the PMPAs, the Company presented one reportable segment, consisting of acquiring and managing royalty interests. Following the acquisition, the Company’s chief operating decision-maker, the CEO, now reviews operating results and assesses performance at these two segment levels. Material capital allocation decisions are subject to the approval of the Board of Directors of the Company.

 

The Company’s reportable segments for the purposes of assessing performance are presented as follows:

 

 

Six months ended June 30, 2026

 

Royalty Interests

Streams and other interests

Total

 

$

$

$

Royalty revenue

3,743,878

-

3,743,878

Net precious metals income

-

18,446,690

18,446,690

Depletion on royalties and depreciation-like charges

(1,436,731)

(5,092,572)

(6,529,303)

Gain on disposition of royalty interests

5,189,144

-

5,189,144

Gain on disposition of streams and other interests

-

2,190,437

2,190,437

Project evaluation expenses

(1,221,291)

(30,911)

(1,252,202)

 

 

 

 

Segment profit

6,275,000

15,513,644

21,788,644

General and administration

 

 

(2,960,630)

Share-based compensation

 

 

(4,105,615)

Interest and finance expenses

 

 

(253,112)

Revaluation of streams and other interests

 

 

27,523,940

Amendment fee on streams and other interests

 

 

1,000,000

Other income (expenses), net

 

 

22,245

 

 

 

 

Profit before tax

 

 

43,015,472

 

 

 

 

Segment assets

50,504,533

79,791,079

130,295,612

Other assets1

 

 

32,673,617

 

 

 

 

Total assets2

 

 

162,969,229

 

 

 

 

Segment liabilities

6,397,190

-

6,397,190

Other liabilities3

 

 

3,898,937

 

 

 

 

Total liabilities

 

 

10,296,127

 

1 Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.

2 Net additions to non-current assets for the royalty interest segment were $515,321 (see Note 5) and for the stream and other segment were $nil (see Note 6).

3 Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.

 

 

Three months ended June 30, 2026

 

Royalty Interests

Streams and other interests

 

Total

 

$

$

$

Royalty revenue

1,574,791

-

1,574,791

Net precious metals income

-

4,579,174

4,579,174

Depletion on royalties and depreciation-like charges

(657,194)

(1,414,233)

(2,071,427)

Gain on disposition of royalties

5,189,144

-

5,189,144

Gain on disposition of streams and other interests

-

2,190,437

2,190,437

Project evaluation expenses

(464,698)

(7,403)

(472,101)

 

 

 

 

Segment profit

5,642,043

5,347,975

10,990,018

General and administration

 

 

(1,420,829)

Share-based compensation

 

 

(1,962,009)

Interest and finance expenses

 

 

(102,113)

Revaluation of streams and other interests

 

 

10,990,966

Other income (expenses), net

 

 

(13,923)

 

 

 

 

Profit before tax

 

 

18,482,110

 

 

 
16

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

  

 

Six months ended June 30,2025

 

Royalty Interests

Streams and other interests

 

Total

 

$

$

$

Royalty revenue

5,445,339

-

5,445,339

Depletion on royalties and depreciation-like charges

(1,803,354)

-

(1,803,354)

Project evaluation expenses

(215,648)

-

(215,648)

 

 

 

 

Segment profit

3,426,337

-

3,426,337

 

 

 

 

General and administration

 

 

(2,245,663)

Share-based compensation

 

 

(1,254,916)

Interest and finance expenses

 

 

(267,952)

Other income (expenses), net

 

 

273,941

 

 

 

 

Loss before tax

 

 

(68,253)

 

 

 

 

Segment assets

47,920,570

-

47,920,570

Other assets1

 

 

14,666,130

 

 

 

 

Total assets2

 

 

62,586,700

 

 

 

 

Segment liabilities

5,422,801

-

5,422,801

Other liabilities3

 

 

14,835,231

 

 

 

 

Total liabilities

 

 

20,258,032

 

1 Other assets represents cash, prepaids, other accounts receivable, intangible assets and other assets.

2 Additions to non-current assets for the royalty interest segment were $11,712,749.

3 Other liabilities represent accounts payable and accrued liabilities, income taxes payable, dividends payable and credit facility.

 

 

Three months ended June 30,2025

 

Royalty Interests

Streams and other interests

 

Total

 

$

 $

 $

Royalty revenue

2,765,145

-

2,765,145

Depletion on royalties and depreciation-like charges

(1,018,232)

-

(1,018,232)

Project evaluation expenses

(142,979)

-

(142,979)

 

 

 

 

Segment profit

1,603,934

-

1,603,934

 

 

 

 

General and administration

 

 

(1,111,125)

Share-based compensation

 

 

(670,582)

Interest and finance expenses

 

 

(182,564)

Other income (expenses), net

 

 

200,208

 

 

 

 

Loss before tax

 

 

(160,129)

 

 

 
17

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

For the three and six months ended June 30, 2026 and 2025, royalty revenues generated and net precious metals income earned on the PMPAs from each geographic location is as follows:

 

 

Three months ended

June 30, 2026

Three months ended

June 30, 2025

Six months ended

June 30, 2026

Six months ended

June 30, 2025

 

Royalty

revenue

Net precious metals income

Royalty

revenue

Net precious

metals income

Royalty

revenue

Net precious metals income

Royalty

revenue

Net precious

metals income

 

$

$

$

$

$

$

$

$

Australia

1,574,791

-

2,749,035

-

3,727,180

-

5,396,544

-

Canada

-

2,880,632

-

-

-

10,610,377

-

-

Ivory Coast

-

1,006,090

-

-

-

5,100,765

-

-

South Africa

-

588,160

-

-

-

1,805,902

-

-

Brazil

-

-

16,110

-

-

556,095

33,290

-

USA

-

104,292

-

-

16,698

373,551

15,505

-

 

 

 

 

 

 

 

 

 

Total

1,574,791

4,579,174

2,765,145

-

3,743,878

18,446,690

5,445,339

-

 

For the three months ended June 30, 2026, three interests generated 68%, 19% and 11% of the Company’s royalty revenue, totaling $1,551,562, and three interests generated 63%, 22% and 13% of the Company’s net precious metals income totalling, $4,474,882. Comparatively, for the three months ended June 30, 2025, four interests generated 48%, 16%, 15% and 13% of the Company’s royalty revenue, totaling $2,529,229.

 

For the six months ended June 30, 2026, three interests generated 53%, 19% and 18% of the Company’s royalty revenue, totaling $3,382,140, and two interests generated 58% and 28% of the Company’s net precious metals income totalling, $15,711,142. Comparatively, for the six months ended June 30, 2025, three interests generated 56%, 15% and 13% of the Company’s royalty revenue, totaling $4,536,598.

 

For the three and six months ended June 30, 2026 and 2025, royalty revenue and net precious metals income comprised the following commodity mix:

 

 

Three months ended

June 30, 2026

Three months ended

June 30, 2025

Six months ended

June 30, 2026

Six months ended

June 30, 2025

 

Royalty

revenue

Net precious metals income

Royalty

revenue

Net precious

metals income

Royalty

revenue

Net precious metals income

Royalty

revenue

Net precious

metals income

 

$

$

$

$

$

$

$

$

Gold

537,591

4,579,174

1,111,465

-

1,388,116

18,446,690

2,049,143

-

Copper

858,373

-

321,339

-

1,635,280

-

321,339

-

Iron ore

178,827

-

1,316,231

-

720,482

-

3,041,567

-

Other

-

-

16,110

-

-

-

33,290

-

 

 

 

 

 

 

 

 

 

Total

1,574,791

4,579,174

2,765,145

-

3,743,878

18,446,690

5,445,339

-

 

As at June 30, 2026 and December 31, 2025, non-current assets were located in the following jurisdictions:

 

 

June 30,

2026

December 31,

2025

 

$

$

Canada

43,906,242

28,293,453

Australia

41,203,072

42,591,979

Côte d’Ivoire

26,963,000

13,300,000

South Africa

10,004,828

8,150,828

Mexico

3,935,000

-

USA

2,159,906

4,466,237

Mali

1,503,549

1,503,549

Brazil

564,026

13,664,026

Peru

45,609

45,609

 

 

 

Total

130,285,232

112,015,681

 

 

 
18

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

19. Income taxes

 

The Income taxes recognized in net income (loss) and comprehensive income (loss) are comprised of the following:

 

 

Three months ended

June 30, 2026

Three months ended

June 30, 2025

Six months ended

June 30, 2026

Six months ended

June 30, 2025

 

$

$

$

$

Current tax expense

1,032,178

178,517

1,031,526

682,493

Deferred tax expense (recovery)

409,074

49,311

460,102

(3,649)

 

 

 

 

 

Income tax expense

1,441,252

227,828

1,491,628

678,844

 

20. 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, 2026, and the year ended December 31, 2025.

 

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 trade receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in recognized financial institutions and closely monitors its trade receivable balances. The Company’s trade receivables and gold purchase contracts are subject to the credit risk and performance of the counterparties who own and operate the mines underlying Vox’s asset 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 the anticipated cash flows from operations and holding of cash. As at June 30, 2026, the Company had cash of $31,127,354 (December 31, 2025 - $8,084,572) and working capital (current assets less current liabilities) of $28,324,705 (December 31, 2025 - $7,208,139).

 

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, accounts receivable, accounts payable and accrued liabilities and income taxes payable denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian denominated monetary assets and liabilities at June 30, 2026, 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 for the three and six months ended June 30, 2026 by $236,000.

 

Interest rate risk

 

The Company is exposed to interest rate risk due to the Facility being subject to floating interest rates. The Company monitors its exposure to interest rates. During the period ended June 30, 2026, a 1% increase (decrease) in nominal interest rates would have increased (decreased) net income and other comprehensive income by approximately $200,000.

 

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, streams and other interests 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 royalty revenue and net precious metals income 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, base and/or ferrous metals. The price of precious, base and ferrous metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.

 

 

 
19

Table of Contents

 

Vox Royalty Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in United States Dollars)

 

Fair value of financial instruments

 

The carrying amounts for cash, accounts receivable, accounts payable and accrued liabilities, and income taxes payable on the unaudited condensed interim consolidated statements of financial position approximate fair value because of the limited term of these instruments.

 

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, 2026 and December 31, 2025, the Company does not have any financial instruments measured at fair value after initial recognition, except for streams and other interests, with a carrying value at June 30, 2026 of $79,786,029, which are estimated using Level 3 inputs. These financial instruments are measured at fair value utilizing inputs other than quoted prices included in Level 1. The gains and losses are recognized in the unaudited condensed interim consolidated statements of income (loss) and comprehensive income (loss).

 

Level 3 Hierarchy

 

Note 6 presents the Company’s streams and other interests which are classified as Level 3 instruments measured at fair value utilizing non-observable market inputs.

 

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 royalty, streams and other interests, while optimizing its capital structure by balancing debt and equity. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and discretionary business development opportunities. As at June 30, 2026, the capital structure of the Company consists of $152,673,102 (December 31, 2025 - $107,047,087) of total equity, comprising of share capital, equity reserves, and retained earnings.

 

The Company is not subject to any externally imposed capital requirements other than as disclosed for the Facility.

 

21. Subsequent events

 

On August 12, 2026, the Board of Directors of the Company declared a quarterly dividend of $0.015 per common share payable on October 14, 2026, to shareholders of record as of the close of business on September 30, 2026.

 

 

 

20