Exhibit 99.68

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in United States Dollars)

VOX ROYALTY CORP.

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in United States Dollars)

INDEX
Unaudited Condensed Interim Consolidated Statements of Financial Position	1
Unaudited Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)	2
Unaudited Condensed Interim Consolidated Statements of Changes in Equity	3
Unaudited Condensed Interim Consolidated Statements of Cash Flows	4
Notes to the Unaudited Condensed Interim Consolidated Financial Statements	5 - 22

Vox Royalty Corp.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars)

	Note	June 30, 2021			December 31, 2020
		$			$
Assets
Current assets
Cash			5,308,977			3,153,958
Amounts receivable	5		4,742,234			93,271
Prepaid expenses			289,220			315,020
Total current assets			10,340,431			3,562,249
Non-current assets
Amounts receivable	5		-			1,000,000
Deferred royalty acquisitions			-			37,697
Royalty, stream and other interests	7		18,189,841			8,863,901
Intangible assets	8		1,631,018			1,722,788
Total assets			30,161,290			15,186,635
Liabilities
Current liabilities
Accounts payable and accrued liabilities	9		1,655,446			226,420
Total current liabilities			1,655,446			226,420
Non-current liabilities
Derivative liabilities	10, 14		1,862,249			1,042,642
Total liabilities			3,517,695			1,269,062
Equity
Share capital	12		3,972			3,241
Additional paid-in capital	12		43,503,941			29,147,603
Equity reserves	13		807,640			3,878,964
Deficit			(17,671,958	)		(19,112,235	)
Total equity			26,643,595			13,917,573
Total liabilities and equity			30,161,290			15,186,635

Commitments and contingencies (Note 18)

Subsequent events (Note 22)

Approved by the Board of Directors on August 16, 2021

Signed “Kyle Floyd” , Director Signed “Robert Sckalor” , Director

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

 1

Vox Royalty Corp. 

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

For the three and six months ended June 30, 2021 and 2020

(Expressed in United States Dollars) 

	Note	Three months ended June 30, 2021			Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
		$			$			$			$
Revenue
Royalty revenue	20		1,314,030			-			1,854,010			-
Cost of sales
Depletion	7		(260,543	)		-			(321,252	)		-
Gross profit			1,053,487			-			1,532,758			-
Operating expenses
General and administration	15, 17		(1,143,217	)		(865,083	)		(2,376,946	)		(1,082,428	)
Share-based compensation	13, 14,17		(224,929	)		(1,590,108	)		(389,792	)		(1,590,108	)
Impairment of royalty, stream and other interests	7		-			(168,750	)		-			(168,750	)
Total operating expenses			(1,368,146	)		(2,623,941	)		(2,766,738	)		(2,841,286	)
Loss from operations			(314,659	)		(2,623,941	)		(1,233,980	)		(2,841,286	)
Other income (expenses)
Reverse take-over acquisition costs	4		-			(1,506,051	)		-			(1,771,672	)
Realized loss on investments	6		-			-			-			(1,037,600	)
Unrealized gain on investments	6		-			105,775			-			585,129
Gain on royalty, stream and other interests	5		2,030,700			-			2,030,700			-
Other income (expenses)	16		341,653			(131,026	)		643,557			(129,577	)
Net income (loss) and comprehensive income (loss)			2,057,694			(4,155,243	)		1,440,277			(5,195,006	)
Weighted average number of shares outstanding
Basic			39,470,267			28,195,938			36,249,732			26,309,200
Diluted			39,470,267			28,195,938			36,249,732			26,309,200
Income (Loss) per share
Basic			0.05			(0.15	)		0.04			(0.20	)
Diluted			0.05			(0.15	)		0.04			(0.20	)

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

 2

Vox Royalty Corp.  

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

For the three and six months ended June 30, 2021 and 2020

(Expressed in United States Dollars)

	Number of Shares			Share Capital			Additional Paid-in Capital			Equity Reserves			Deficit			Total Equity
	#			$			$			$			$			$
	(Note 12)			(Note 12)			(Note 12)			(Note 13)
Balance, December 31, 2019		24,422,462			6,049			12,095,946			-			(8,880,832	)		3,221,163
Shares issued for services		68,213			20			142,796			-			-			142,816
Share cancellation		(466,932	)		(4,737	)		-			-			-			(4,737	)
Share issuance for cash		4,579,361			1,134			9,098,772			-			-			9,099,906
Share issue costs		-			-			(314,915	)		42,000			-			(272,915	)
Settlement of convertible notes		400,859			99			771,299			-			-			771,398
Shares and warrants issued for acquisition of royalties		1,279,681			317			2,522,578			116,363			-			2,639,258
Shares issued for acquisition of intangible  asset and royalty		985,110			244			1,985,150			-			-			1,985,394
Reverse take-over transaction		800,000			80			1,612,243			128,122			-			1,740,445
Exercise of stock options		72,725			7			151,326			(79,830	)		-			71,503
Exercise of warrants		1,090			-			2,248			(1,169	)		-			1,079
Share-based compensation		-			-			-			1,490,164			-			1,490,164
Net loss and comprehensive loss		-			-			-			-			(5,195,006	)		(5,195,006	)
Balance, June 30, 2020		32,142,569			3,213			28,067,443			1,695,650			(14,075,838	)		15,690,468
Balance, December 31, 2020		32,412,324			3,241			29,147,603			3,878,964			(19,112,235	)		13,917,573
Share redemption (normal course issuer bid)		(280,800	)		(27	)		(690,980	)		-			-			(691,007	)
Share issuance for cash		5,615,766			562			11,981,692			-			-			11,982,254
Share issue costs		-			-			(980,708	)		-			-			(980,708	)
Shares issued for acquisition of royalties		252,878			25			574,141			-			-			574,166
Exercise of RSUs		1,716,453			171			3,472,193			(3,472,364	)		-			-
Share-based compensation		-			-			-			401,040			-			401,040
Net income and comprehensive income		-			-			-			-			1,440,277			1,440,277
Balance, June 30, 2021		39,716,621			3,972			43,503,941			807,640			(17,671,958	)		26,643,595

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

 3

Vox Royalty Corp. 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2021 and 2020

(Expressed in United States Dollars)

	Note	Three months Ended June 30, 2021			Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
		$			$			$			$
Cash flows used in operating activities
Net income (loss) for the period			2,057,694			(4,155,243	)		1,440,277			(5,195,006	)
Adjustments for:
Fair value change of embedded derivatives	14		(162,174	)		319,216			(541,392	)		307,810
Interest expense on notes	10		-			5,843			-			17,355
Interest paid on notes	10		-			(13,646	)		-			(23,308	)
Foreign exchange effect on convertible notes	10		-			3,317			-			(25,462	)
Foreign exchange gain on cash			182,692			-			216,386			-
Accretion on convertible notes	10		-			21,961			-			34,241
Accretion on streaming receivable	5		-			(15,802	)		-			(38,913	)
Gain on royalty, stream and other interests	5		(2,030,700	)		-			(2,030,700	)		-
Share-based compensation	13, 14		224,929			1,590,108			389,792			1,590,108
Impairment of royalty, stream and other interests	7		-			168,750			-			168,750
Amortization	8		45,885			13,125			91,770			13,125
Depletion	7		260,543			-			321,252			-
Shares issued for services	12		-			142,816			-			142,816
Share cancellation	12		-			(4,737	)		-			(4,737	)
Realized loss on investments	6		-			-			-			1,037,600
Unrealized gain on investments	6		-			(105,775	)		-			(585,129	)
Reverse take-over acquisition costs	4		-			1,771,672			-			1,771,672
			578,869			(258,395	)		(112,615	)		(789,078	)
Changes in non-cash working capital:
Amounts receivable			(712,811	)		-			(1,349,473	)		-
Prepaid expenses			3,843			(129,090	)		25,800			(135,264	)
Accounts payable and accrued liabilities			(297,412	)		40,371			436,808			285,068
Net cash flows used in operating activities			(427,511	)		(347,114	)		(999,480	)		(639,274	)
Cash flows used in investing activities
Acquisition of royalties	7		(4,670,863	)		(2,391,717	)		(8,341,816	)		(2,419,510	)
Acquisition of intangible assets	8		-			(2,106	)		-			(2,106	)
Deferred royalty acquisitions			19,536			-			15,218			-
Proceeds from sale of investments	6		-			-			-			405,798
Net cash flows used in investing activities			(4,651,327	)		(2,393,823	)		(8,326,598	)		(2,015,818	)
Cash flows from financing activities
Shareholder advances	11		-			-			-			100,520
Shareholder repayment	11		-			(695,500	)		-			(695,500	)
Share issuance	12		-			9,749,918			13,354,501			9,749,918
Cash from reverse take-over	4		-			505,809			-			505,809
Transaction costs related to reverse take-over	4		-			(520,142	)		-			(520,142	)
Exercise of stock options	12		-			71,503			-			71,503
Exercise or warrants	12		-			1,079			-			1,079
Share redemption (normal course issuer bid)	12		-			-			(691,007	)		-
Share issue costs			(152,628	)		(272,915	)		(966,011	)		(272,915	)
Net cash flows from financing activities			(152,628	)		8,839,752			11,697,483			8,940,272
Increase (decrease) in cash			(5,231,466	)		6,098,815			2,371,405			6,285,180
Change in unrealized foreign exchange gain on cash			(182,692	)		-			(216,386	)		-
Cash, beginning of the period			10,723,135			216,680			3,153,958			30,315
Cash, end of the period			5,308,977			6,315,495			5,308,977			6,315,495

Supplemental cash flow information (Note 19)

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

 4

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020
(Expressed in United States Dollars)

1. Nature of operations

Vox Royalty Corp. (“Vox” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on February 20, 2018. The Company’s registered office is held at 66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, ON, M5K 1E6, Canada. The Company’s common shares trade on the Toronto Stock Exchange Venture under the ticker symbol “VOX”, and on the OTCQX under the symbol “VOXCF”.

On February 26, 2020, the Company and SilverStream SEZC (“SilverStream”) entered into a merger agreement (the “Merger Agreement”), providing for the acquisition by AIM3 Ventures Inc. (“AIM3”) of all the issued and outstanding common shares of SilverStream (the “Transaction”). Pursuant to the Merger Agreement, SilverStream and AIM3 Merger Sub Cayman Ltd. (a subsidiary of AIM3) amalgamated and continued under the name of SilverStream SEZC. As a result of the amalgamation, SilverStream became a wholly-owned subsidiary of AIM3, and AIM3 is continuing on with the business of SilverStream SEZC. The Transaction closed on May 19, 2020. As a result, the consolidated statements of financial position are presented as a continuance of SilverStream and comparative figures presented in the consolidated statements are those of SilverStream. See Note 4 for details. Concurrent with the closing of the Transaction, AIM3 changed its name to Vox Royalty Corp.

Vox is a mining royalty and streaming company focused on building a portfolio of royalties and streams across a diverse mix of precious metals. Vox seeks to acquire a diverse mix of precious metal royalties and purchase agreements (“Stream”) over development stage assets, advanced stage development projects or operating mines. In return for making an upfront payment to acquire a Stream or royalty, Vox receives the right to purchase, at a fixed price per unit, a percentage of a mine’s production for the life of the mine, in the case of a Stream, or a portion of revenue generated from the mine, in the case of a royalty.

On April 30, 2020, SilverStream completed a stock-split, pursuant to which all the outstanding common shares were subdivided on the basis of 2.01857075172723 for every 1 pre-stock split common share. All share and per share amounts for all periods presented in the consolidated financial statements have been adjusted retrospectively to reflect the stock-split.

2. Basis of preparation

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements are prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS34”), as issued by the International Accounting Standards Board (“IASB”) and apply the same accounting policies and application as disclosed in the annual financial statements for the year ended December 31, 2020. They do not include all of the information and disclosures required by IFRS 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, 2021 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2021. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2020.

These unaudited condensed interim consolidated financial statements were reviewed, approved, and authorized for issue by the Company’s Board of Directors on August 16, 2021.

(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. In addition, these unaudited condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

These unaudited condensed interim consolidated financial statements are presented in United States dollars, unless otherwise indicated.

(c) Principles of consolidation

These unaudited condensed interim consolidated financial statements incorporate the accounts of the Company and its three wholly-owned subsidiaries, SilverStream SEZC (Cayman Islands), Vox Royalty Australia Pty Ltd. (Australia) and Vox Royalty Canada Ltd. (Canada).

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) Currency translation

Functional and presentation currency

The functional currency for each entity within the Vox group is the currency of the primary economic environment in which it operates. 

 5

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

These unaudited condensed interim consolidated financial statements are presented in United States dollars (“$”), which is also the functional currency of the Company and its subsidiaries. All amounts have been rounded to the nearest dollar, unless otherwise noted.

Foreign currency translation

In preparing the unaudited condensed interim consolidated financial statements of the entity, transactions in currencies other than the Company’s United States dollar functional currency, being Canadian dollars (“C$”) and Australian dollars (“A$”), are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. All foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end foreign exchange rates are recognized in the consolidated statements of loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

(e) Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”)

IAS 1 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”)

IAS 37 was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e. a full-cost approach. Such costs include both the incremental costs of the contract (i.e. costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g. contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022.

3. Significant judgments, estimates and assumptions

The preparation of these unaudited condensed interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities at the date of the unaudited condensed interim consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual outcomes could 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, 2020.

COVID-19 estimation uncertainty

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and future impact on global commerce is far-reaching. To date there has been significant stock market volatility, significant volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions including the temporary suspension of mining activities and mine development, and the global movement of people and some goods has become restricted. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on demand and prices for the commodities relating to the Company’s Streams and royalties, on the operations of its partners, on its employees and on global financial markets. In the current environment, assumptions about future commodity prices, exchange rates, and interest rates are subject to greater variability than normal, which could in future significantly affect the valuation of the Company’s assets, both financial and non-financial. As at June 30, 2021, the Company has not recorded any adjustments related to the COVID-19 pandemic. 

4. Reverse take-over transaction

On May 19, 2020, AIM3 and SilverStream completed the Transaction. The Transaction constituted a reverse take-over (“RTO”), whereby, upon completion, the shareholders of SilverStream held a majority of the outstanding common shares of the resulting public entity (the “Resulting Issuer”). The substance of the Transaction is a reverse acquisition of a non-operating company. As a result, the Transaction has been accounted for as a capital transaction with SilverStream being identified as the acquirer and the equity consideration being measured at fair value, using the acquisition method of accounting. The RTO has been accounted for in the consolidated financial statements as a continuation of the financial statements of SilverStream, together with a deemed issuance of shares equivalent to the shares held by the former shareholders of AIM3.

 6

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

Details of the Transaction are as follows:

- Prior to the Transaction, AIM3 effected a share consolidation on the basis of one common share for every 13.3125 shares issued and outstanding;

- AIM3 changed its name to Vox Royalty Corp.;

- AIM3 acquired all of the issued and outstanding shares of SilverStream in exchange for post consolidation AIM3 shares, at an exchange ratio of one post-consolidation AIM3 share for each share of SilverStream; and

- Existing AIM3 post-consolidation stock options and warrants were replaced with stock options and warrants of the Resulting Issuer on an exchange ratio of 13.3125. The exercise prices of the instruments were multiplied by the share exchange ratio of 13.3125, to reflect the share consolidation. All other terms of the instruments remain unaltered.

Purchase price consideration paid
	$
Fair value of AIM3 common shares (i)		1,612,323
Fair value of AIM3 agent warrants (ii)		40,308
Fair value of AIM3 options (iii)		87,814
		1,740,445

Net identifiable assets acquired
	$
Cash		505,809
Accounts payable and accrued liabilities		(16,894	)
Total identifiable assets acquired		488,915
RTO acquisition costs (iv)		1,251,530
		1,740,445

(i) The fair value of the 800,000 common shares, retained by former AIM3 shareholders, was determined to be $1,612,323 based on the fair value of common shares issued through the private placement on May 7, 2020 (see Note 12). Immediately after the Transaction was completed, the number of shares held by AIM3 shareholders was approximately 2.49%.

(ii) The estimated fair value of 37,559 warrants issued as consideration are based on the Black-Scholes option pricing model with the following weighted average assumptions: stock price - C$2.80 ($2.02) per share, expected dividend yield – 0%, expected volatility – 57%, risk-free interest rate – 0.28% and an expected life of 0.49 years. In making assumptions for expected volatility, Vox used the industry average as sufficient historical data was not available for the Company’s stock price.

(iii) The estimated fair value of 80,000 options issued as consideration are based on the Black-Scholes option pricing model with the following weighted average assumptions: stock price - C$2.80 ($2.02) per share, expected dividend yield – 0%, expected volatility – 57%, risk-free interest rate – 0.28% and an expected life of 1 year. In making assumptions for expected volatility, Vox used the industry average as sufficient historical data was not available for the Company’s stock price.

(iv) The transaction costs relating to the RTO plus the excess of the fair value of the consideration paid over identifiable assets acquired disclosed in the table above, has been recognized as reverse take-over acquisition costs, in the consolidated statement of loss and comprehensive loss. In addition, the Company paid cash transaction costs of $520,142.

5. Amounts receivable

	June 30, 2021		December 31, 2020
	$		$
Current
Accounts receivable		2,422,563		93,271
Sale of royalties		2,319,671		-
Total current assets		4,742,234		93,271
Non-current
Amounts receivable		-		1,000,000

 7

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

Sale of royalties

On June 30, 2021, the Company entered into a definitive royalty sale and purchase agreement with Electric Royalties Ltd. (“Electric”), whereby Electric agreed to acquire two graphite royalties from Vox for total consideration of C$2,900,000, consisting of C$2,850,000 in common shares of Electric (the “Electric Shares”) and a C$50,000 cash non-refundable exclusivity payment, of which C$25,000 was received during the three months ended June 30, 2021. As at June 30, 2021, the balance owing to Vox is C$2,875,000 ($2,319,671), which has been included in accounts receivable. The Company received the Electric Shares and remaining non-refundable exclusivity payment subsequent to June 30, 2021.

The Company recognized a gain on sale of the two graphite royalties of $2,030,700.

The Company’s exposure to credit risk related to amounts receivables is disclosed in Note 21.

6. Investments

At June 30, 2021 and December 31, 2020, the Company held two investments, which had a total estimated fair value of $Nil.

Issuer	Security Description	Cost		Estimated Fair Value		% of Fair value
		$		$		$
BK Gold Mines Pty Ltd.	7,330,000 common shares		1,123,440		-		0.0	%
MCC Canadian Gold Ventures Inc.	40 common shares		-		-		0.0	%
Total			1,123,440		-		0.0	%

During the year ended December 31, 2020, the Company’s investment activity was as follows:

- sold 6,509,599 common shares of Titan for total cash proceeds of AUD$604,580 ($401,834). The total realized loss on investment was $1,036,965; and

- sold 70,000 common shares of BK Gold Mines Pty Ltd. (“BKGM”) for total cash proceeds of AUD$14,000 ($9,713). The total realized loss on investment was $1,017.

- the Company recognized an impairment of $1,123,235 related to the common shares held in BKGM. The Company carried out an impairment assessment during the year ended December 31, 2020, in accordance with the Company’s accounting policies. The impairment was recognized as a result of the carrying amount of the asset exceeding its recoverable amount.

The Company applies the exception to equity accounting for its investments in BKGM and MCC Canadian Gold Ventures Inc. (“MCGV”). As at June 30, 2021 and December 31, 2020, SilverStream holds a 27.1% equity interest in BKGM and a 40% equity interest in MCGV. Management has determined that these investments qualify for the exemption from equity accounting given that they have the following typical characteristics of a venture capital investment:

- the businesses of BKGM and MCGV are unrelated as they are mining companies, not a royalty or streaming business which comprise the Company’s business;

- these investments are not for strategic interest, as the Company does not have an interest in operating mining companies and such activity is deleterious to the Company’s business and efforts; and

- Vox derives no synergy and it does not want to acquire these businesses, but rather exit with capital appreciation.

 8

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

7. Royalty, stream and other interests

As at and for the six months ended June 30, 2021:

		Cost									Accumulated Depletion
Royalty	Country	Opening		Additions		Disposal			Ending		Opening			Depletion			Disposal		Ending			Carrying Amount
		$		$					$		$			$					$			$
Koolyanobbing	AUS		1,130,010		1,357,731		-			2,487,741		-			(232,545	)		-		(232,545	)		2,255,196
Janet Ivy	AUS		-		2,352,475		-			2,352,475		-			(22,996	)		-		(22,996	)		2,329,479
South Railroad	USA		-		2,316,757		-			2,316,757		-			-			-		-			2,316,757
Bowdens	AUS		1,130,068		-		-			1,130,068		-			-			-		-			1,130,068
Bullabulling	AUS		-		947,013		-			947,013		-			-			-		-			947,013
Brits	RSA		764,016		-		-			764,016		-			-			-		-			764,016
Otto Bore	AUS		-		709,048		-			709,048		-			-			-		-			709,048
Segilola	NG		706,425		-		-			706,425		-			-			-		-			706,425
Lynn Lake (MacLellan)	CAN		-		575,438		-			575,438		-			-			-		-			575,438
Bulong	AUS		544,957		-		-			544,957		-			-			-		-			544,957
Dry Creek	AUS		475,723		-		-			475,723		(9,338	)		(48,334	)		-		(57,672	)		418,051
Sulfur Springs/Kangaroo Caves	AUS		467,983		-		-			467,983		-			-			-		-			467,983
Pedra Branca	BRA		450,131		-		-			450,131		-			-			-		-			450,131
Ashburton	AUS		355,940		-		-			355,940		-			-			-		-			355,940
Anthiby Well	AUS		311,742		-		-			311,742		-			-			-		-			311,742
Brauna	BRA		262,328		-		-			262,328		(11,498	)		(14,775	)		-		(26,273	)		236,055
Montanore	USA		-		239,840		-			239,840		-			-			-		-			239,840
Uley	AUS		212,393		-		-			212,393		-			-			-		-			212,393
Mt Ida	AUS		210,701		-		-			210,701		-			-			-		-			210,701
Graphmada	MG		188,437		-		(188,437	)		-		-			(2,602	)		2,602		-			-
Other	AUS		1,173,883		302,283		(82,955	)		1,393,211		-			-			-		-			1,393,211
Other	PER		500,000		1,000,000		-			1,500,000		-			-			-		-			1,500,000
Other	CAN		-		115,397		-			115,397		-			-			-		-			115,397
Total			8,884,737		9,915,982		(271,392	)		18,529,327		(20,836	)		(321,252	)		2,602		(339,486	)		18,189,841

As at and for the year ended December 31, 2020:

		Cost						Accumulated Depletion and Impairment
Royalty	Country	Opening		Additions		Ending		Opening		Depletion			Impairment			Ending			Carrying Amount
		$		$		$		$		$			$			$			$
Koolyanobbing	AUS		-		1,130,010		1,130,010		-		-			-			-			1,130,010
Bowdens	AUS		-		1,130,068		1,130,068		-		-			-			-			1,130,068
Brits	RSA		-		764,016		764,016		-		-			-			-			764,016
Segilola	NG		-		706,425		706,425		-		-			-			-			706,425
Bulong	AUS		-		544,957		544,957		-		-			-			-			544,957
Dry Creek	AUS		-		475,723		475,723		-		(9,338	)		-			(9,338	)		466,385
Sulfur Springs/ Kangaroo Caves	AUS		-		467,983		467,983		-		-			-			-			467,983
Pedra Branca	BRA		444,972		5,159		450,131		-		-			-			-			450,131
Ashburton	AUS		-		355,940		355,940		-		-			-			-			355,940
Anthiby Well	AUS		-		311,742		311,742		-		-			-			-			311,742
Brauna	BRA		-		262,328		262,328		-		(11,498	)		-			(11,498	)		250,830
Uley	AUS		-		212,393		212,393		-		-			-			-			212,393
Mt Ida	AUS		-		210,701		210,701		-		-			-			-			210,701
Graphmada	MG		188,437		-		188,437		-		-			-			-			188,437
Other	AUS		-		1,302,178		1,302,178		-		-			(128,295	)		(128,295	)		1,173,883
Other	PERU		1,338,750		-		1,338,750		-		-			(838,750	)		(838,750	)		500,000
Total			1,972,159		7,879,623		9,851,782		-		(20,836	)		(967,045	)		(987,881	)		8,863,901

 9

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

Total royalty, stream and other interests include carrying amounts in the following countries:

	June 30, 2021		December 31, 2020
	$		$
Australia		11,285,782		6,004,062
USA		2,556,597		-
Peru		1,500,000		500,000
South Africa		764,016		764,016
Nigeria		706,425		706,425
Brazil		686,186		700,961
Canada		690,835		-
Madagascar		-		188,437
		18,189,841		8,863,901

Royalty acquisitions for the six months ended June 30, 2021

On January 21, 2021, Vox completed the acquisition of a portfolio of five royalties from Breakwater Resources Ltd. and its affiliates (“Breakwater”). The total consideration paid to Breakwater was C$1,125,001 ($889,120), consisting of cash of C$400,001 ($314,954) and the issuance of 252,878 common shares of the Company, valued at C$725,000 ($574,166).

On March 12, 2021, Vox completed the acquisition of a portfolio of three royalties from Gibb River Diamonds Ltd. (“Gibb River”). The total consideration paid to Gibb River was A$325,000 ($251,408), paid in cash.

On March 30, 2021, Vox completed the acquisition of a portfolio of two royalties from Horizon Minerals Limited (“Horizon”). The upfront consideration paid to Horizon was A$4,000,000 ($3,056,607), paid in cash. A further payment of A$3,000,000 is payable, in cash or shares, at the Company’s sole discretion, on the satisfaction of certain future production milestones.

On April 8, 2021, 2021, Vox extinguished the outstanding balance of the Koolyanobbing royalty advance payment through a cash payment of A$1,782,032 ($1,357,731) to Mineral Resources Ltd.

On May 25, 2021, Vox completed the acquisition of the Bullabulling gold royalty from a private Australian-registered entity (“Vendor”). The upfront consideration paid to the Vendor was A$1,200,000 ($931,308), paid in cash. Two milestone payments (A$500,000 in each case) become payable on the satisfaction of certain future production milestones. Each milestone payment may be paid (i) 100% in cash or (ii) 50% in cash and 50% in common shares, at the Company’s sole discretion.

On June 7, 2021, Vox completed the acquisition of the South Railroad gold royalty from a group of private individuals. The upfront consideration paid to the private individuals was $1,980,000, paid in cash. In addition, a cash finders’ fee of $99,000 was paid to a private entity.

On June 11, 2021, Vox entered into a royalty purchase and sale agreement with Golden Cross Resources Ltd. (“Golden Cross”) to acquire the Brightstar Alpha royalty. The total purchase price paid to Golden Cross was A$50,000 in cash.

On June 30, 2021, the Company entered into binding agreements with Titan to acquire a portfolio of four royalties. The upfront cash consideration to be paid to Titan was $1,000,000. As at June 30, 2021, the balance of the cash consideration has been included in accounts payable and accrued liabilities.

Royalties sold during the six months ended June 30, 2021

On June 30, 2021, the Company entered into a definitive royalty sale and purchase agreement with Electric, as described in Note 5.

The Company recognized a gain on sale of the two graphite royalties of $2,030,700.

 10

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

8. Intangible assets

	Database
	$
Cost at:
December 31, 2019		-
Additions		1,837,500
December 31, 2020		1,837,500
Additions		-
June 30, 2021		1,837,500
Accumulated amortization at:
December 31, 2019		-
Additions		114,712
December 31, 2020		114,712
Additions		91,770
June 30, 2021		206,482
Net book value at:
December 31, 2020		1,722,788
June 30, 2021		1,631,018

9. Accounts payable and accrued liabilities

	June 30, 2021		December 31, 2020
	$		$
Trade payable		256,064		180,246
Royalty, stream and other interests		1,000,000		-
Taxes payable		44,978		-
Accrued liabilities		354,404		46,174
		1,655,446		226,420

10. Convertible notes

On May 15, 2020, the Company issued 400,859 common shares for $771,398 to settle all outstanding convertible notes.

The convertible notes are classified as a compound financial instrument, with the principal debt component being recorded at amortized cost using the effective interest rate method, and the conversion feature classified as an embedded derivative liability measured at fair value through profit or loss.

The changes to the convertible notes are as follows:

	June 30, 2021		December 31, 2020
	$		$
Balance, beginning of period		-		723,522
Interest payments		-		(23,308	)
Interest for the period		-		17,355
Foreign exchange effect on convertible notes		-		(25,462	)
Accretion for the period		-		34,241
Conversion of convertible notes		-		(726,348	)
Balance, end of period		-		-

The changes to the embedded derivatives related to the convertible notes are as follows:

	June 30, 2021		December 31, 2020
	$		$
Balance, beginning of period		-		61,697
Estimated fair value change of embedded derivatives during the period		-		(16,647	)
Conversion of convertible notes		-		(45,050	)
Balance, end of period		-		-

 11

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

11. Due to shareholder

Amounts due to shareholders bore interest at 6% per annum, secured against all the assets of the Company, including certain shares of Titan, and was repayable in full on or before March 30, 2020, or within 7 days of the shareholder providing the Company with written notice of demand.

On April 29, 2020, the Company signed an amendment to the shareholder loan agreement, whereby, the Company shall repay the amounts due to shareholders, together with all outstanding and unpaid interest accrued, immediately following the release of proceeds from the May 2020 private placement.

On May 15, 2020, a cash payment of $695,500 plus accrued interest was paid in full settlement of the outstanding shareholder loan.

The changes to the due to shareholder balance are as follows:

	June 30, 2021		December 31, 2020
	$		$
Balance, beginning of period		-		594,980
Interest payments		-		(30,784	)
Interest included in accounts payable and accrued liabilities		-		18,336
Interest for the period		-		12,448
Proceeds received		-		100,520
Repayments		-		(695,500	)
Balance, end of period		-		-

12. Share capital and additional paid-in capital

Authorized

The authorized share capital of the Company is C$50,000 divided into 500,000,000 shares with a par value of C$0.0001 each. The holders of all common shares are entitled to share equally in dividends declared by the Board of Directors. In the event of a winding-up or dissolution of the Company, the common shareholders share equally and ratably in the assets of the Company, after payment of all debts and liabilities of the Company and after liquidation of any issued and outstanding preferred shares. The Memorandum and Articles of Association (“the Articles”) provide that the holders of common shares generally are entitled to one vote per share.

On July 6, 2021, Vox continued from Cayman Islands to Ontario, Canada. As a result, the authorized share capital of the Company effective July 6, 2021, is an unlimited number of common shares.

Common shares issued and outstanding is as follows:

	June 30, 2021		December 31, 2020
	$		$
Issued: 39,716,621 (December 31, 2020: 32,412,324) common shares		3,972		3,241

Additional paid-in-capital outstanding is as follows:

	June 30, 2021		December 31, 2020
	$		$
Balance, end of period		43,503,941		29,147,603

Share issuances for the six months ended June 30, 2021

On March 25, 2021, the Company closed an offering of units with a syndicate of underwriters pursuant to which the underwriters purchased, on a bought deal basis, 5,615,766 units at C$3.00 per share for total gross proceeds of C$16,847,298 ($13,242,786) (the “Offering”). The units were offered pursuant to a final prospectus supplement dated March 22, 2021 to the Company’s short form base shelf prospectus dated October 2, 2020. Each unit issued consisted of one common share of the Company and one half of one share purchase warrant of the Company. In consideration for services provided in connection with the Offering, the underwriters received a cash commission equal to 6.0% of the gross proceeds of the Offering. The value of the Offering was allocated $562 to share capital, $11,981,692 to additional paid-in capital, $1,372,247 to derivative liabilities and $111,715 to other income (expenses).

Each whole warrant will be exercisable to acquire one common share at a price of C$4.50 for a period of 3 years. The warrants have been presented as a derivative liability (see Note 14). The fair value of the warrants on the issuance date was $1,372,247. The fair value of the warrants is based on the Black-Scholes option pricing model with the following assumptions: stock price C$2.62 ($2.13), expected dividend yield - 0%, expected volatility - 58%, risk-free interest rate - 0.46% and an expected life of 3 years. In making assumptions for expected volatility, Vox used the industry average as sufficient historical data was not available for the Company’s stock price.

 12

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

A director of the Company subscribed for 33,300 units as part of the offering, for gross proceeds of C$99,900 ($78,526).

During the period, the Company issued 252,878 common shares for the purchase of the Breakwater royalty portfolio, as disclosed in Note 7, for total consideration of C$725,000 ($574,166). The value was allocated $25 to share capital and $574,141 to additional paid-in capital. The amount of the shares issued was based on the amount necessary to meet the estimated fair value of the royalty portfolio. The valuation methodologies used for the royalties include a conventional discounted cashflow approach and related transactional benchmarking.

During the period, the Company issued 1,716,453 common shares at a value of $3,472,364 related to RSUs exercised. The value was allocated $171 to share capital and $3,472,193 to additional paid-in capital. In addition, equity reserves were reduced by $3,472,364.

Under the Company’s normal course issuer bid (“NCIB”), the Company is able to purchase up to 1,628,289 common shares until November 18, 2021. The NCIB provides the Company with the option to purchase its common shares for cancellation from time to time. During the three months ended March 31, 2021, the Company purchased and cancelled 280,800 common shares. During the three months ended June 30, 2021, the Company did not purchase and cancel any shares. The value was allocated $27 to share capital and $690,980 to additional paid-in capital.

13. Equity reserves

Warrants

The following summarizes the warrant activity for the six months ended June 30, 2021 and 2020:

	June 30, 2021				June 30, 2020
	Number		Weighted average exercise price		Number			Weighted average exercise price
	#		C$		#			C$
Outstanding, beginning of period		272,341		3.00		-			-
Granted		-		-		309,900			2.80
Exercised		-		-		(1,090	)		1.33
Outstanding, end of period		272,341		3.00		308,810			2.80
Exercisable, end of period		272,341		3.00		308,810			2.80

The following table summarizes information of warrants outstanding and exercisable as at June 30, 2021:

Expiry date	Number of warrants outstanding		Exercise price		Weighted average remaining contractual life
	#		C$		Years
April 29, 2022		200,000		3.00		0.83
May 7, 2022		72,341		3.00		0.85
		272,341		3.00		0.84

See Note 14 for additional warrants classified under derivative liabilities.

The following summarizes the warrant equity reserve balance:

	June 30, 2021		December 31,   2020
	$		$
Balance, beginning of period		158,506		-
Issuance of warrants		-		198,671
Exercise of warrants		-		(40,165	)
Balance, end of period		158,506		158,506

 13

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

The Company used the Black-Scholes valuation model to estimate the grant date fair value of warrants issued during the period using the following weighted average assumptions:

	Six months ended June 30, 2021		Six months ended June 30, 2020
Expected stock price volatility		N/A		57	%
Risk-free interest rate		N/A		0.30	%
Expected life		N/A		1.82 years
Grant date share price		N/A	$	2.01
Expected forfeiture rate		N/A		-
Expected dividend yield		N/A		-

Options

The Company maintains a long-term incentive plan (the “Plan”) whereby certain key employees, officers, directors and consultants may be granted stock options for common shares of the Company. The maximum number of common shares that are issuable under the Plan is fixed at 20% of the number of common shares issued and outstanding as of May 19, 2020. As of June 30, 2021, the maximum number of common shares that are issuable under the Plan is 6,413,750. The exercise price and vesting terms are determined by the Board of Directors.

The following summarizes the stock option activity for the six months ended June 30, 2021 and 2020:

	June 30, 2021					June 30, 2020
	Number			Weighted average exercise price		Number			Weighted average exercise price
	#			C$		#			$
Outstanding, beginning of period		6,000			3.50		-			-
Granted		819,826			3.27		92,000			1.61
Expired		(6,000	)		3.50		(72,725	)		1.33
Outstanding, end of period		819,826			3.27		19,275			2.68
Exercisable, end of period		20,000			4.00		7,275			1.33

The following table summarizes information of stock options outstanding as at June 30, 2021:

			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
	C$		#		Years		#		Years
July 17, 2022		4.00		20,000		1.30		20,000		1.05
June 30, 2026		3.25		799,826		5.00		-		-
				819,826		4.91		20,000		1.05

The following summarizes the stock option equity reserve balance:

	June 30, 2021		December 31, 2020
	$		$
Balance, beginning of period		4,043		-
RTO stock options		-		87,814
Share-based compensation expense		8,582		4,043
Exercise of stock options		-		(87,814	)
Balance, end of period		12,625		4,043

 14

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

The Company used the Black-Scholes valuation model to estimate the grant date fair value of stock options issued during the period using the following weighted average assumptions:

	Six months ended June 30, 2021			Six months ended June 30, 2020
Expected stock price volatility		36	%		58	%
Risk-free interest rate		0.96	%		0.28	%
Expected life		4.91 years			1.62 years
Grant date share price	$	2.62		$	2.23
Expected forfeiture rate		-			-
Expected dividend yield		-			-

During the six months ended June 30, 2021, 819,826 stock options were granted and vest as follows:

- 20,000 stock options: one-third on each of the grant date, March 31, 2021 and June 30, 2021; and

- 799,826 stock options: one-quarter on each of December 31, 2021, June 30, 2022, December 31, 2022 and June 30, 2023.

In making assumptions for expected volatility, the Company used the industry average as sufficient historical data was not available for the Company’s stock price.

Restricted Share Units

The Plan provides 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. The Board of Directors has the discretion to issue cash or to equity settle the vested RSUs. The RSUs issued were treated as equity-settled instruments and measured at the grant date fair value because the Company does not have a present obligation to settle the issued RSUs in cash.

During the six months ended June 30, 2021, 292,842 RSUs were granted and vest as follows:

- 116,108 RSUs: 25,802 RSUs on the grant date and 45,153 on each of February 19, 2022 and February 19, 2023; and

- 176,734 RSUs: one-quarter on each of December 31, 2021, June 30, 2022, December 31, 2022 and June 30, 2023.

The share-based compensation expense related to the RSUs will be recorded over the vesting period.

The following summarizes the RSU activity for the six months ended June 30, 2021 and 2020: 

	June 30, 2021					June 30, 2020
	Number			Weighted average fair value		Number		Weighted average fair value
	#			$		#		$
Outstanding, beginning of period		2,124,906			2.04		-		-
Granted		292,842			2.16		2,202,799		2.04
Exercised		(1,716,453	)		2.02		-		-
Outstanding, end of period		701,295			2.12		2,202,799		2.04
Vested, end of period		12,901			2.40		297,773		2.02

The following summarizes the RSU equity reserve balance:

	June 30, 2021			December 31, 2020
	$			$
Balance, beginning of period		3,716,415			-
Share-based compensation expense		392,458			3,873,401
Exercise of RSUs		(3,472,364	)		(156,986	)
Balance, end of period		636,509			3,716,415

 15

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

14. Derivative liabilities

The following summarizes the derivative liabilities balance:

	June 30, 2021		December 31, 2020
	$		$
Warrants		1,586,165		755,310
PSUs		276,084		287,332
Non-current portion		1,862,249		1,042,642

Warrants

The following summarizes the warrant activity for six months ended June 30, 2021 and 2020:

	June 30, 2021				June 30, 2020
	Number		Weighted average exercise price		Number		Weighted average exercise price
	#		C$		#		C$
Outstanding, beginning of period		2,289,667		4.50		-		-
Granted		2,807,883		4.50		2,289,667		4.50
Outstanding, end of period		5,097,550		4.50		2,289,667		4.50
Exercisable, end of period		5,097,550		4.50		2,289,667		4.50

The following table summarizes information of warrants outstanding and exercisable as at June 30, 2021:

Expiry date	Number of warrants outstanding		Exercise price		Weighted average remaining contractual life
	#		C$		Years
May 14, 2023		2,289,667		4.50		1.87
March 25, 2024		2,807,883		4.50		2.74
		5,097,550		4.50		2.35

The following summarizes the warrant derivative liabilities balance:

	June 30, 2021			December 31, 2020
	$			$
Balance, beginning of period		755,310			-
Issuance of warrants		1,372,247			650,012
Change in valuation of warrants		(541,392	)		105,298
Balance, end of period		1,586,165			755,310

The Company used the Black-Scholes valuation model to estimate the grant date fair value of stock options issued during the period using the following weighted average assumptions:

	Six months ended June 30, 2021			Six months ended June 30, 2020
Expected stock price volatility		57	%		57	%
Risk-free interest rate		0.56	%		0.27	%
Expected life		2.35 years			2 years
Grant date share price	$	1.96		$	2.02
Expected forfeiture rate		-			-
Expected dividend yield		-			-

On February 3, 2021, the Company held a Warrantholder Meeting (“Meeting”). At the Meeting, the holders of 2,289,667 common share purchase warrants that were originally set to expire on May 14, 2022 (“Warrants”), unanimously voted in favour to amend the Warrants to (a) remove the compulsory call option held by the Company, and (b) in conjunction with the foregoing, extend the term of the Warrants by 12 months, such that the warrants will now expire on May 14, 2023.

 16

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

See Note 12 for warrants issuance as part of the Offering.

Performance Share Units

The Plan provides that the Board of Directors may, at its discretion, grant directors, officers, employees and consultants, non-transferable PSUs based on the value of the Company’s share price at the date of grant. The Board of Directors has the discretion to issue cash or to equity settle the vested PSUs. The PSUs issued were treated as derivative instruments because the number of shares to be eventually issued is based on a percentage of the common shares outstanding at the time the performance hurdle is met. The share-based compensation expense will be recorded over the vesting period, which is the date that specific share price hurdles are met.

The following summarizes the PSU activity for the six months ended June 30, 2021 and 2020:

	June 30, 2021				June 30, 2020
	Number		Weighted average fair value		Number		Weighted average fair value
	#		$		#		$
Outstanding, beginning of period		648,246		1.36		-		-
Increase for the period		146,086		0.79		642,851		1.71
Outstanding, end of period		794,332		0.79		642,851		1.71
Vested, end of period		-		-		642,851		1.71

The following summarizes the PSU derivative liabilities balance:

	June 30, 2021			December 31, 2020
	$			$
Balance, beginning of period		287,332			-
Share-based compensation expense		(11,248	)		287,332
Balance, end of period		276,084			287,332

The Company used the Black-Scholes valuation model to estimate the grant date fair value of PSUs issued during the period using the following weighted average assumptions:

	Six months ended June 30, 2021			Six months ended June 30, 2020
Expected stock price volatility		57	%		58	%
Risk-free interest rate		0.57	%		0.31	%
Expected life		2.50 years			3.50 years
Grant date share price	$	1.96		$	2.50
Expected forfeiture rate		-			-
Expected dividend yield		-			-

Convertible notes

The following summarizes the derivative liabilities balance:

	June 30, 2021		December, 2020
	$		$
Balance, beginning of period		-		61,697
Change in valuation related to convertible notes (Note 10)		-		(16,647	)
Conversion of convertible notes		-		(45,050	)
Balance, end of period		-		-

 17

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

The Company used the Black-Scholes valuation model to estimate the fair value of convertible notes that were remeasured during the six months ended June 30, 2020 using the following weighted average assumptions:

	Six months ended June 30, 2021		Six months ended June 30, 2020
Expected stock price volatility		N/A		100	%
Risk-free interest rate		N/A		0.46	%
Expected life		N/A		0.61 years
Expected forfeiture rate		N/A		-
Expected dividend yield		N/A		-

15. General and administration

The Company’s general and administrative expenses incurred for three and six months ended June 30, 2021 and 2020 are as follows:

	Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
	$		$		$		$
General and administration		248,817		128,055		547,247		205,612
Professional fees		310,938		153,591		471,352		116,601
Salaries and benefits		537,577		570,312		1,266,577		747,090
Depreciation		45,885		13,125		91,770		13,125
		1,143,217		865,083		2,376,946		1,082,428

16. Other income (expenses)

The Company’s other income earned for the three and six months ended June 30, 2021 and 2020 are as follows:

	Three months ended June 30, 2021		Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
	$		$			$			$
Fair value change of embedded derivatives		162,174		(319,216	)		541,392			(307,810	)
Transaction costs related to financing (Note 12)		-		-			(111,715	)		-
Foreign exchange gain		173,151		212,294			206,694			212,294
Interest income		6,328		15,994			7,186			39,105
Interest expense		-		(40,098	)		-			(73,166	)
		341,653		(131,026	)		643,557			(129,577	)

17.    Related party transactions

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.

The remuneration of directors and other members of key management personnel during the three and six months ended June 30, 2021 and 2020 are as follows:

	Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
	$		$		$		$
Short-term employee benefits		419,584		532,685		975,834		688,959
Share-based compensation		205,499		1,360,670		171,405		1,360,670
		625,083		1,893,355		1,147,239		2,049,629

See also Notes 11, 12 and 22.

 18

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

18. Commitments and contingencies

As at June 30, 2021, the Company did not have any right-of-use assets or lease liabilities.

The Company is committed to minimum annual lease payments for its premise, which renews on a quarterly basis and certain consulting agreements, as follows:

	July 1, 2021 to September 30, 2022
	$
Leases		12,980
Consulting agreements		110,909
		123,889

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	$
Janet Ivy		2,259,150
Brits		1,250,000
Bullabulling		753,050
Koolyanobbing		564,788
Uley		165,671
		4,992,659

19. Supplemental cash flow information

	Three months ended June 30, 2021			Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
	$			$			$			$
Change in accrued royalty acquisitions		(363,156	)		622,951			1,000,000			721,088
Change in accrued deferred royalty acquisitions		(170,852	)		11,514			(22,479	)		11,514
Share issuance for royalty acquisition		-			2,522,895			574,166			2,522,895
Change in accrued share issue costs		(142,115	)		-			14,697			-
Warrants issuance for royalty acquisitions		-			116,363			-			116,363
Share issuance for intangible asset and royalty acquisition		-			1,985,394			-			1,985,394
Share issuance for settlement of convertible notes		-			771,398			-			771,398
Broker warrants		-			42,000			-			42,000
Accounts payable acquired on RTO		-			(16,864	)		-			(16,864	)

20. Segment information

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company’s operating segments are components of the Company’s business for which discrete financial information is available and which are reviewed regularly by the Company’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance.

For the six months ended June 30, 2021 and 2020, the Company operated in one reportable segment being the acquisition of royalty interests and stream metal purchase agreements.

For the three and six months ended June 30, 2021, royalty revenues generated from each geographic location is as follows:

	Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
	$		$		$		$
Australia		1,296,528		-		1,768,108		-
Brazil		17,502		-		30,983		-
Madagascar		-		-		54,919		-
Total		1,314,030		-		1,854,010		-

 19

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

The Company has the following non-current assets in three geographic locations:

	June 30, 2021		December 31, 2020
	$		$
Australia		11,285,782		6,041,759
USA		2,556,597		-
Cayman Islands		1,631,018		1,722,788
Peru		1,500,000		1,500,000
South Africa		764,016		764,016
Nigeria		706,425		706,425
Canada		690,835		-
Brazil		686,186		700,961
Madagascar		-		188,437
Total		19,820,859		11,624,386

21. 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, 2021 and the year ended December 31, 2020.

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 amounts receivable in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash in high quality financial institutions and closely monitors its accounts receivable balances. The Company’s amounts receivable are subject to the credit risk of (i) the counterparties who own and operate the mines underlying Vox’s royalty and streaming portfolio, and (ii) Electric, as described in Note 5.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company endeavors to have sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot be reasonably predicted.

At June 30, 2021, the Company has a cash balance of $5,308,977 (December 31, 2020 - $3,153,958) to settle current liabilities of $1,655,446 (December 31, 2020 - $226,420). All of the Company’s financial liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms, except for derivative liabilities (Note 14).

In addition to the commitments disclosed in Note 18, the Company is obligated to the following contractual maturities of undiscounted cash flows as at June 30, 2021:

	Carrying amount		Contractual cash flows		Year 1		Year 2-3		Year 4-5		Thereafter
	$		$		$		$		$		$
Accounts payable and accrued liabilities		1,655,446		1,655,446		1,655,446		-		-		-
Total		1,655,446		1,655,446		1,655,446		-		-		-

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. The Company is subject to foreign exchange risk related to cash in Canadian dollars, with a value of C$4,511,096 ($3,639,742) and derivative liabilities held in Canadian dollars, with an estimated fair value of C$2,243,084 ($1,862,249) as at June 30, 2021. The Company is therefore subject to gains and losses due to fluctuations in the related currency relative to the US dollar. As at June 30, 2021, a 10% change in the Canadian dollar, would have an impact of $364,000 and $185,000, on cash and derivative liabilities, respectively, and on the unaudited condensed interim consolidated statement of loss and comprehensive loss.

 20

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

Interest rate risk

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 royalty streams are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of base metals are the primary drivers of the Company’s profitability and ability to generate free cash flow. All of the Company’s future revenue 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 base metals. The price of base metals can fluctuate widely, and is affected by numerous factors beyond the Company’s control.

Fair value of financial instruments

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

The fair value of the derivative liabilities were estimated based on the assumptions disclosed in Note 14.

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, 2021 and December 31, 2020, the Company does not have any financial instruments measured at fair value after initial recognition, except for derivative liabilities, which are estimated using Level 3 inputs.

The following table provides information about financial assets and liabilities measured at fair value in the unaudited condensed interim consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

As at June 30, 2021:

	Level 1		Level 2		Level 3			Total
	$		$		$			$
Derivative liabilities		-		-		(1,862,249	)		(1,862,249	)
		-		-		(1,862,249	)		(1,862,249	)

As at December 31, 2020:

	Level 1		Level 2		Level 3			Total
	$		$		$			$
Derivative liabilities		-		-		(1,042,642	)		(1,042,642	)
		-		-		(1,042,642	)		(1,042,642	)

Level 2 Hierarchy

During the six months ended June 30, 2021 and the year ended December 31, 2020, there were no transfers between levels.

	June 30, 2021		December 31, 2020
	$		$
Balance, beginning of period		-		1,035,097
Disposal at cost - shares		-		(10,730	)
Realized loss on investments		-		(1,016	)
Unrealized loss on investment		-		(1,023,351	)
Balance, end of period		-		-

 21

Vox Royalty Corp.  

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2021 and 2020

(Expressed in United States Dollars)

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at June 30, 2021 and December 31, 2020. These financial instruments are measured at fair value utilizing non-observable market inputs. The gains and losses are recognized in the unaudited condensed interim consolidated statements of loss and comprehensive loss.

	June 30, 2021			December 31, 2020
	$			$
Balance, beginning of period		1,042,642			61,697
Issuance of financing warrants (Note 14)		1,372,247			650,012
Change in valuation of financing warrants (Note 14)		(541,392	)		105,298
Share-based compensation expense on PSUs (Note 14)		(11,248	)		287,332
Change in valuation related to convertible notes (Note 10)		-			(16,647	)
Conversion of convertible notes (Note 10)		-			(45,050	)
Balance, end of period		1,862,249			1,042,642

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 royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. At June 30, 2021, the capital structure of the Company consists of $26,643,595 (December 31, 2020 - $13,917,573) of total equity, comprising of share capital, additional paid-in capital, equity reserves, and deficit. The Company was not subject to any externally imposed capital requirements.

22. Subsequent events

On July 6, 2021, Vox continued from Cayman Islands to Ontario, Canada. As a result, the authorized share capital of the Company effective July 6, 2021, is an unlimited number of common shares.

Subsequent to June 30, 2021, 98,916 common shares were issued related to RSUs exercised.

During the month of July, 2021, the Company purchased and cancelled 236,800 common shares under the NCIB.

On August 13, 2021, the Company received 7,270,408 common shares in Electric Royalties at a fair value of C$2,850,000, as settlement of the accounts receivable, as described in Note 5.

 22