Vox Royalty Announces Agreement to Acquire Transformational Global Gold Portfolio, Overnight Marketed Offering of Common Shares and Expanded Revolving Credit Facility

Executive Summary

• Vox Royalty Corp. entered definitive agreements to acquire a ten‑asset, twelve‑mine gold offtake and royalty portfolio from Deterra Royalties for $57.5 M cash plus $2.5 M in deferred milestones.
• The purchase will be funded by an up‑to‑$55 M overnight marketed common‑share offering (price ≈ $3.70 per share) and a newly upsized $40 M secured revolving credit facility (total capacity $75 M).
• Pro‑forma the transaction is expected to more than double revenue per share (~115% increase), boost cash flow per share, and raise annualised gold cash flow run‑rate to >$20 M, expanding Vox’s producing asset count to 14 and positioning it for potential inclusion in the GDXJ index.

Key Details

• Transaction Consideration – $57.5 M upfront cash; $2.5 M deferred milestones ($1.25 M on first royalty receipt, $1.25 M on 500 koz royalty production).
• Financing Structure –
• Overnight marketed offering of up to $55 M of common shares at ~$3.70 per share; underwriters may purchase an additional 15% within 30 days post‑closing.
• Upsized secured revolving credit facility with BMO: $40 M base, accordion feature for extra $35 M (total $75 M). Interest = SOFR + 2.50–3.50%; standby fee on undrawn amount 0.5625–0.7875% p.a.; upfront fee 0.25% p.a.; maturity 23‑Sep‑2028 with one‑year extensions.
• Use of Proceeds – Primary use is to fund the $60 M purchase price; any excess will be allocated to additional royalty acquisitions over the next 12–24 months.
• Portfolio Composition – Ten gold offtake contracts and two royalties covering 12 mines/projects in Australia, Brazil, Canada, Côte d’Ivoire, Mali, Mexico, South Africa, USA. Highlights:
• Fazenda (Brazil) – 35% of production, up to 658 koz; RDM & Santa Luz – 100% up to 58.5 koz/yr.
• i‑80 Gold assets (USA) – 100% up to 40 koz/yr.
• Bonikro (Côte d’Ivoire) – 50% un‑capped; Blyvoor (South Africa) – 100% up to 2.7 Moz.
• Additional assets include Sugar Zone, Los Filos, Eagle, St Ives, Dandoko with varying production stages and royalty structures.
• Financial Impact (Pro‑Forma) –
• Revenue increase: Q2‑2025 Vox revenue $2.8 M vs. portfolio $5.6 M; LTM Vox $10.8 M vs. portfolio $16.3 M.
• Expected revenue per share growth ≈ 115%; cash flow per share similarly accretive.
• Portfolio generated >$16 M gold cash flow over trailing four quarters; Q2‑2025 run‑rate ≈ $20 M annualised.
• Strategic Rationale – Accretion to revenue and cash flow, diversification into large‑cap operators (Equinox, Allied Gold, Gold Fields, B2Gold), increased exposure to gold (potential GDXJ index eligibility), and access to >300 k oz of physical gold per year.
• Closing Timeline – Offering expected to close on or about 26‑Sep‑2025; transaction closing subject to customary conditions and regulatory approvals.

Notable Quotes

• Kyle Floyd, CEO: “We are excited to announce this highly accretive gold portfolio transaction that is expected to grow revenue per share by over 100%, expand our producing asset count to 14, and expand our large‑cap operator exposure.”