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INVESTOR PRESENTATION
APRIL 2020
* Vo x R o y a l t y C o r p d / b / a S i l v e r S t r e a m S E Z C . I n t h e p r o c e s s o f c o m p l e t i n g a l e g a l c h a n g e o f n a m e .
INVESTOR PRESENTATION
APRIL 2020
2
DISCLAIMER
DISCLAIMER
THIS DOCUMENT IS BEING FURNISHED ON A CONFIDENTIAL BASIS, IN ORD ER FOR READERS TO CONSIDER AN OFFERING FROM SILVERSTREAM D/B/A V OX ROYALTY (THE “COMPANY”) AND MAY NOT BE USED
FOR ANY OTHER PURPOSE. THE INFORMATION CONTAINED IN THIS DOCUMEN T HAS BEEN COMPILED FROM SOURCES BELIEVED TO BE RELIABLE. THE CO MPANY DOES NOT GUARANTEE THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION. STATEMENTS IN THIS DOCUMENT AR E MADE AS OF THE DATE OF THIS DOCUMENT UNLESS STATED OTHERWISE, AND NEITHER THE DELIVERY OF THIS DOCUMENT AT
ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS C ORRECT AS OF ANY SUBSEQUENT DATE.
THIS DOCUMENT, WHICH HAS NOT BEEN VERIFIED AND IS SUBJECT TO UPD ATING, IS PROVIDED FOR INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE O R SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THIS DOCUMENT SH OULD NOT BE CONSIDERED AS A RECOMMENDATION BY ANY
PARTY TO ENTER INTO ANY TRANSACTION.
RESPONSIBILITY OR LIABILITY IS ACCEPTED FOR THE ACCURACY OF THIS DOCUMENT, OR FOR ANY ERRORS, OMISSIONS OR MISSTATEMENTS IN THIS DOCUMENT. IN SO FAR AS SUCH LIABILITY MAY BE
EXCLUDED BY LAW, NONE OF ANY PARTY MENTIONED IN THIS DOCUMENT, O R ANY OF THEIR RELATED BODIES CORPORATE OR AFFILIATES, OR ANY DI RECTORS, OFFICERS, EMPLOYEES OR ADVISERS OF ANY
OF THE FOREGOING, OR ANY OTHER PERSON, ACCEPTS ANY RESPONSIBILIT Y OR LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE SUFFERED BY ANY PERSON AS A RESULT OF
RELYING ON ANY STATEMENT IN OR OMISSION FROM THIS DOCUMENT.
EACH READER, BY ACCEPTING DELIVERY OF THIS DOCUMENT, AGREES NOT TO MAKE A PHOTOCOPY OR OTHER COPY OR TO DIVULGE THE CONTENTS HER EOF TO ANY PERSON OTHER THAN A LEGAL,
BUSINESS, INVESTMENT, OR TAX ADVISOR IN CONNECTION WITH OBTAININ G THE ADVICE OF SUCH PERSON WITH RESPECT TO THE OFFERING.
3
FORWARD-LOOKING STATEMENTS
THIS PRESENTATION CONTAINS FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF APPLICABLE CANADIAN SECURITIES LAWS. ANY STATEMENTS THAT EXPRESS
OR INVOLVE DISCUSSIONS WITH RESPECT TO PREDICTIONS, EXPECTATIONS , BELIEFS, PLANS, PROJECTIONS, OBJECTIVES, ASSUMPTIONS OR FUTURE EVENTS OR PERFORMANCE (OFTEN, BUT NOT ALWAYS,
IDENTIFIED BY WORDS OR PHRASES SUCH AS “EXPECTS”, “IS EXPECTED”, “ANTICIPATES”, “BELIEVES”, “PLANS”, “PROJECTS”, “ESTIMATES”, “ASSUMES”, “INTENDS”, “STRATEGY”, “GOALS”,
“OBJECTIVES”, “POTENTIAL”, “POSSIBLE” OR VARIATIONS THEREOF OR STATING THAT CERTAIN ACTIONS, EVENTS, CONDITIONS OR RESULTS “MAY” , “COULD”, “WOULD”, “SHOULD”, “MIGHT” OR “WILL”
BE TAKEN, OCCUR OR BE ACHIEVED, OR THE NEGATIVE OF ANY OF THESE TERMS AND SIMILAR EXPRESSIONS) ARE NOT STATEMENTS OF HISTORICAL FACT AND MAY BE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESENTATION INCLUD E, BUT ARE NOT LIMITED TO, STATEMENTS REGARDING TARGETED ANNUAL PRODUCTION AT THE PEDRA BRANCA PROJECT, THE
LIFE OF MINE ESTIMATE FOR THE BOWDENS PROJECT, THE ABILITY OF TH E COMPANY TO MAINTAIN RAPID GROWTH AND OTHER STATEMENTS THAT ARE NOT STATEMENTS OF FACT. THESE STATEMENTS
RELATE TO ANALYSES AND OTHER INFORMATION THAT ARE BASED ON FOREC ASTS OF FUTURE RESULTS, ESTIMATES OF AMOUNTS NOT YET DETERMINABL E AND ASSUMPTIONS OF MANAGEMENT.
FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS OF
MANAGEMENT AT THE DATE SUCH STATEMENTS ARE MADE, WHICH MANAGEMEN T BELIEVES TO BE REASONABLE, INCLUDING WITHOUT LIMITATION, ASSUM PTIONS ABOUT: FUTURE PRICES OF GOLD AND OTHER
METALS; THE ONGOING OPERATION OF THE PROPERTIES IN WHICH THE COM PANY HOLDS A STREAM/ROYALTY BY THE OWNER OR OPERATOR OF SUCH PRO PERTIES IN A MANNER CONSISTENT WITH PAST
PRACTICES; THE ACCURACY OF PUBLIC STATEMENTS AND DISCLOSURES MAD E BY THE OWNERS OR OPERATORS OF SUCH UNDERLYING PROPERTIES; NO M ATERIAL CHANGES TO EXISTING TAX TREATMENT; NO
ADVERSE DEVELOPMENT IN RESPECT OF ANY SIGNIFICANT PROPERTY IN WH ICH THE COMPANY HOLDS A ROYALTY; INTEGRATION OF ACQUIRED ASSETS; PERFORMANCE OF CONTRACTUAL OBLIGATIONS BY
COUNTERPARTIES; FINANCIAL VIABILITY OF THIRD PARTY OWNERS AND OP ERATORS; FINANCIAL PROJECTIONS AND BUDGETS; ACCURACY OF ANY MINE RAL RESOURCES, ANTICIPATED COSTS AND
EXPENDITURES; FUTURE CONSENSUS ROYALTY PRICE-TO-CASH-FLOW VALUATIONS ARE ACCURATE. MANY ASSUMPTIONS ARE BASED ON FACTORS AND EVENTS THAT ARE NOT WITHIN THE CONTROL OF THE
COMPANY AND THERE IS NO ASSURANCE THEY WILL PROVE TO BE CORRECT.
FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION ARE STATEMENTS ABOUT THE FUTURE, WHICH ARE INHERENTLY UNCERTAIN AND W HICH ARE SUBJECT TO A VARIETY OF KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL PERFORMANCE, ACHIEVEMENTS, ACTIONS, EVENTS, RESULTS OR CO NDITIONS TO DIFFER MATERIALLY FROM THOSE
REFLECTED IN THE FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION, INCLUDING, WITHOUT LIMITATION: THE COMPANY’S LACK O F CONTROL OVER THE MINING OPERATIONS IN WHICH
IT HOLDS ONLY ROYALTY INTERESTS; THE COMPANY’S DEPENDENCY ON THE FINANCIAL VIABILITY AND OPERATIONAL EFFECTIVENESS OF THIRD PART Y OWNERS AND OPERATORS; THE COMPANY’S RELIANCE
ON THIRD PARTY REPORTING AND POTENTIALLY LIMITED ACCESS TO DATA; CHANGES OR DISRUPTIONS IN THE SECURITIES MARKETS; FLUCTUATION I N THE PRICE OF GOLD AND BASE METALS AND FUTURE
COMMODITY PRICES; PRICE VOLATILITY OF THE COMPANY’S SECURITIES; RISKS FROM THE NEED FOR ADDITIONAL CAPITAL AND THE COMPANY’S ABI LITY TO RAISE ADDITIONAL FUNDS; ADEQUACY OF
FINANCIAL RESOURCES; THE INTRODUCTION OF NEW TAXES OR CHANGES IN TAX LAWS AND INTERPRETATIONS; THE PROPERTIES ON WHICH THE COMPA NY HOLDS ROYALTY AND OTHER INTERESTS WILL BE
SUBJECT TO EXPLORATION, DEVELOPMENT AND MINING RISKS (INCLUDING, AMONG OTHERS, THE SPECULATIVE NATURE OF MINERAL EXPLORATION AND DEVELOPMENT, RISKS RELATING TO MINING
OPERATIONS AND DEVELOPMENT, THE RESULTS OF CURRENT EXPLORATION, DEVELOPMENT AND MINING ACTIVITIES, LAND TITLE ISSUES AND RISKS, DEPENDENCE ON KEY PERSONNEL; FUTURE CONSENSUS;
AND ROYALTY PRICE-TO-NAV VALUATIONS WILL NOT BE ACCURATE. SHOULD ONE OR MORE OF THESE RISKS AND UNCERTAINTIES MATERIALIZE, OR SH OULD UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE CORPORATION, OR INDUSTRY RESULTS, MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION.
THE FORWARD-LOOKING STATEMENTS AND INFORMATION CONTAINED IN THIS PRESENTATION ARE MADE OR GIVEN AS AT THE DATE OF THIS PRESENTAT ION AND THE COMPANY DISCLAIMS ANY INTENTION OR
OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS OR INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVE NTS OR OTHERWISE, EXCEPT AS REQUIRED UNDER
APPLICABLE SECURITIES LAW. THE READER IS CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS OR FORWARD-LOOKING INFORMATION.
4
TECHNICAL AND THIRD PARTY INFORMATION
TECHNICAL AND THIRD PARTY INFORMATION
THIS PRESENTATION INCLUDES MARKET, INDUSTRY AND ECONOMIC DATA WH ICH WAS OBTAINED FROM VARIOUS PUBLICLY AVAILABLE SOURCES AND OTH ER SOURCES BELIEVED BY THE
COMPANY TO BE TRUE. ALTHOUGH THE COMPANY BELIEVES IT TO BE RELIA BLE, IT HAS INDEPENDENTLY VERIFIED ANY OF THE DATA FROM THIRD PA RTY SOURCES REFERRED TO IN THIS
PRESENTATION, OR ANALYZED OR VERIFIED THE UNDERLYING REPORTS REL IED UPON OR REFERRED TO BY SUCH SOURCES, OR ASCERTAINED THE UNDE RLYING ECONOMIC AND OTHER
ASSUMPTIONS RELIED UPON BY SUCH SOURCES. THE COMPANY BELIEVES TH AT ITS MARKET, INDUSTRY AND ECONOMIC DATA IS ACCURATE AND THAT I TS ESTIMATES AND ASSUMPTIONS
ARE REASONABLE, BUT THERE CAN BE NO ASSURANCE AS TO THE ACCURACY OR COMPLETENESS THEREOF. THE ACCURACY AND COMPLETENESS OF THE M ARKET, INDUSTRY AND
ECONOMIC DATA USED THROUGHOUT THIS PRESENTATION ARE NOT GUARANTE ED AND SAILFISH DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCUR ACY OR COMPLETENESS OF
SUCH INFORMATION.
IN ADDITION, THE DISCLOSURE IN THIS PRESENTATION RELATING TO PRO PERTIES AND OPERATIONS ON THE PROPERTIES IN WHICH THE COMPANY HO LDS (OR MAY ACQUIRE) ROYALTY,
STREAM OR OTHER INTERESTS IS BASED ON INFORMATION PUBLICLY DISCL OSED BY THE OWNERS OR OPERATORS OF THESE PROPERTIES, INCLUDING B Y MINERAL RESOURCES LIMITED
(“MINERAL RESOURCES") WITH RESPECT TO THE KOOLYANOBBING PROPERTY, BY VALORE METALS CORP (“VALORE METALS") WITH RESPECT TO THE PEDRA BRANCA PROPERTY, BY SILVER
MINES LIMITED (“SILVER MINES”) WITH RESPECT TO THE BOWDENS PROPERTY AND INFORMATION/DATA AVAILABLE IN THE PUBLIC DOMAIN AS AT THE DATE HEREOF. NONE OF THIS
INFORMATION HAS BEEN INDEPENDENTLY VERIFIED BY THE COMPANY. SPEC IFICALLY, AS A ROYALTY OR STREAM HOLDER (OR ACQUIRER), THE COMPA NY HAS LIMITED, IF ANY, ACCESS TO
PROPERTIES INCLUDED IN ITS ASSET PORTFOLIO. ADDITIONALLY, THE CO MPANY MAY FROM TIME TO TIME RECEIVE OPERATING INFORMATION FROM T HE OWNERS AND OPERATORS OF
THE PROPERTIES, WHICH IT IS NOT PERMITTED TO DISCLOSE TO THE PUB LIC. THE COMPANY IS DEPENDENT ON, (I) THE OPERATORS OF THE PROPERTIES AND THEIR QUALIFIED PERSONS
TO PROVIDE INFORMATION TO THE COMPANY, OR (II) ON PUBLICLY AVAIL ABLE INFORMATION TO PREPARE DISCLOSURE PERTAINING TO PROPERTIES AND OPERATIONS ON THE
PROPERTIES ON WHICH THE COMPANY HOLDS ROYALTY OR OTHER INTERESTS , AND GENERALLY HAS LIMITED OR NO ABILITY TO INDEPENDENTLY VERIF Y SUCH INFORMATION. ALTHOUGH
THE COMPANY DOES NOT HAVE ANY KNOWLEDGE THAT SUCH INFORMATION MA Y NOT BE ACCURATE, THERE CAN BE NO ASSURANCE THAT SUCH THIRD PAR TY INFORMATION IS COMPLETE
OR ACCURATE. SOME INFORMATION PUBLICLY REPORTED BY OPERATORS MAY RELATE TO A LARGER PROPERTY THAN THE AREA COVERED BY THE COMPANY’S ROYALTY OR OTHER
INTEREST. THE COMPANY’S ROYALTY OR OTHER INTERESTS MAY COVER LESS THAN 100% AND SOMETIME S ONLY A PORTION OF THE PUBLICLY REPORTED MINERAL RESERVES, MINE RAL
RESOURCES AND PRODUCTION.
❑ ADDITIONAL INFORMATION ON THE KOOLYANOBBING PROPERTY IS AVAILABLE IN MINERAL RESOURCES LIMITED’S ASX ANNOUNCEMENTS DATED NOVEMBER 20, 2019 (“MINERAL
RESOURCE STATEMENT – KOOLYANOBBING, MT DIMER & PARKER RANGE” AND “YILGARN – ORE RESERVE STATEMENT”) AND MINERAL RESOURCES LIMITED’S ASX ANNOUNCEMENT DATED
FEBRUARY 25, 2020 (“JP MORGAN HIGH YIELD CONFERENCE - PRESENTATION”) AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCED HEREIN.
❑ ADDITIONAL INFORMATION ON THE PEDRA BRANCA PROPERTY IS AVAILABLE IN THE “PEDRA BRANCA PROJECT MAY 2019 RESOURCE ESTIMATE TECHNICAL REPORT” AUTHORED BY
SUSAN LOMAS, P. GEO, AND ALI SHAHKAR, P. ENG. OF LIONS GATE GEOLOGICAL CONSULTING INC. AND BERT HULS, P. ENG, OF HULS CONSULTING INC. WITH AN EFFECTIVE DATE OF
MAY 28, 2019 AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCED HEREIN.
❑ ADDITIONAL INFORMATION ON THE BOWDENS PROPERTY IS AVAILABLE IN ASX ANNOUNCEMENT DATED JUNE 14, 2018 (FEASIBILITY STUDY – BOWDENS SILVER PROJECT) AND SILVER
MINES’ ASX ANNOUNCEMENT DATED MAY 30, 2018 (MAIDEN ORE RESERVE – BOWDENS SILVER PROJECT) AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCE D HEREIN.
NOTE THAT THE COMPANY IS TREATING THE BOWDENS FEASIBILITY STUDY AND THE MINERAL RESOURCE AND RESERVE ESTIMATE S THEREIN AS HISTORICAL IN NATURE AND NOTES THAT
A QUALIFIED PERSON HAS NOT DONE SUFFICIENT WORK TO CLASSIFY THE HISTORICAL ESTIMATES AS CURRENT MINERAL RESOURCES OR CURRENT MIN ERAL RESERVES. THE COMPANY IS
DISCLOSING THE BOWDENS FEASIBILITY STUDY AND THE ESTIMATES CONTAINED THEREIN FOR ILLUS TRATIVE PURPOSES, AS THE COMPANY BELIEVES IT PROVIDES READERS WI TH
RELEVANT INFORMATION REGARDING THE BOWDENS PROJECT. THERE ARE NUMEROUS UNCERTAINTIES INHERENT IN THE HISTO RICAL RESOURCE AND RESERVE ESTIMATES, WHICH ARE
SUBJECT TO ALL OF THE ASSUMPTIONS, PARAMETERS AND METHODS USED T O PREPARE SUCH HISTORICAL ESTIMATES.
MINERAL RESOURCES THAT ARE NOT MINERAL RESERVES DO NOT HAVE DEMO NSTRATED ECONOMIC VIABILITY. MINERAL RESOURCE ESTIMATES DO NOT ACCOUNT FOR MINEABILITY,
SELECTIVITY, MINING LOSS AND DILUTION. THESE MINERAL RESOURCE E STIMATES INCLUDE INFERRED MINERAL RESOURCES THAT ARE CONSIDERED TOO SPECULATIVE GEOLOGICALLY
TO HAVE ECONOMIC CONSIDERATIONS APPLIED TO THEM THAT WOULD ENABL E THEM TO BE CATEGORIZED AS MINERAL RESERVES. HOWEVER, IT IS REA SONABLY EXPECTED THAT THE
MAJORITY OF INFERRED MINERAL RESOURCES COULD BE UPGRADED TO INDI CATED MINERAL RESOURCES WITH CONTINUED EXPLORATION.
QUALIFIED PERSON
TIMOTHY J. STRONG, MIMMM, OF KANGARI CONSULTING LIMITED AND A QUALIFIED PERSON UNDER NATIONAL INSTRUMENT 43-101 – STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS, HAS REVIEWED AND
APPROVED THE SCIENTIFIC AND TECHNICAL DISCLOSURE CONTAINED IN TH IS PRESENTATION.
GROWTH FOCUSED
MINING ROYALTY
AND STREAMING
COMPANY
VOX ROYALTY
GROWTH FOCUSED
MINING ROYALTY
AND STREAMING
COMPANY
» HIGH GROWTH MINING ROYALTY AND STREAMING
COMPANY
» EXPECTING SIGNIFICANT NAV ACCRETIVE ROYALTY
ACQUISITIONS PROMPTLY POST LISTING
» ESTABLISHED IN 2014, PATIENTLY BUILT UNIQUE IP,
TECHNICAL TEAM AND GLOBAL SOURCING NETWORK
» INDUSTRY-LEADING GROWTH PROFILE: 11 ROYALTY
TRANSACTIONS SINCE JANUARY-2019, BRINGING IN 33
ROYALTIES
» PRECIOUS METALS ASSETS MAKE UP OVER 50% OF
PORTFOLIO BY NAV – REMAINING EXPOSURE ACROSS
PRECIOUS, BASE, BATTERY, AND BULK METALS
» 75%+ OF ASSETS IN AUSTRALIA
» TRACK RECORD OF BUYING ASSETS WITH SIGNIFICANT
NEAR TERM GROWTH AND DEVELOPMENT CATALYSTS
» EVALUATING MORE THAN $500M OF POTENTIAL ROYALTY
DEALS – ENABLED BY PROPRIETARY ROYALTY DATABASE
OF OVER 7,000 ROYALTIES AND OTHER IP
5
» Royalty-specific deal expertise with >$1.5B of royalty
transactions globally over the last 20 years
» Led innovation in the metal streaming markets
» Investment industry professionals with financing and
advisory experience on an additional $1B of metals &
mining transactions
» Deep cross-commodity technical and operational
mining expertise
» Local experts strategically located across the globe:
o Western Australia
o Toronto
o Denver
o Grand Cayman
6
MANAGEMENT
A WEALTH OF ROYALTY AND STREAMING EXPERTISE
Founded Vox Royalty; 10+ years of streaming and royalty acquisition
experience; instrumental in financing and advising approximately $1B
in transactions; Studied MSc Mineral Economics (Colorado School of
Mines) & BBus in Corporate Finance (University of Washington)
SIMON COOPER, EVP CORPORATE DEVELOPMENT
Geologist, Mining Engineer and Investment Professional; corporate
roles in evaluation, M&A and project finance; base and precious metals
experience across five continents; MSc Mining Engineering (Camborne
School of Mines) & BSc Geology (University of New South Wales).
SPENCER COLE, EVP NORTH AMERICA
Co-Founder of MRO, Mining Engineer and former Investment Banker;
+10 years’ experience with BHP (M&A, Feasibility Studies), South32
(Hermosa Project, Boddington Bauxite Mine, Corporate) and UBS
Investment Bank; historically involved in >$1B of royalty
transactions; BComm (Finance) and MEng (Mining Engineering).
RIAAN ESTERHUIZEN, EVP AUSTRALIA
Co-Founder and Principal Advisor of MRO; 20 years' experience in
multi-commodity exploration and commercial management roles with
BHP, Rio Tinto, Randgold and Goldfields; including significant exposure
to royalty transactions, due diligence and M&A; BComm (Economics)
and BSc (Hons) Geology.
KYLE FLOYD, CEO TEAM HIGHLIGHTS
7
EXTRAORDINARY GROWTH SET TO CONTINUE
READY TO EXECUTE ON A FULL PIPELINE OF OPPORTUNITIES
Highly accretive transaction history
» Unique sourcing capability resulting in
royalties acquired at attractive values
» Producing and near-term development
royalties consistently acquired for attractive
P/NAV
Pipeline fuller than ever
» Significant transactional momentum expected
to continue for the foreseeable future
» Currently evaluating more than $500M worth of
additional royalty transactions
» Targeting 80% of capital allocation to
production stage royalty assets
» Pipeline driven by proprietary database of
>7,000 royalties and global team with reach
into multiple local markets
11 Transactions & 33 Royalties Contracted Since January 2019
Vox Royalty
Metalla
Maverix
Ely Gold Royalties
EMX
Altius Minerals
Anglo Pacific
Abitibi
Morien
0
5
10
15
20
25
30
35
40
0 2 4 6 8 10 12 14
RoyaltiesAcquired
Transactions
Sources: press releases, company filings, Vox management
8
PROPRIETARY ROYALTY DATABASE
INHERENT COMPETITIVE ADVANTAGE FROM UNIQUE INTELLECTUAL PROPERTY
Vox entered into an agreement to acquire Mineral
Royalties Online (“MRO”) in March 2019
» Acquisition included a proprietary database of >7,000 global
royalties and >500 historical royalty transactions
» MRO founders elected to join the Vox management team, adding
expertise and involvement in >$1B in royalty transactions
Acquisition yields wider transactional opportunities
» Provides Vox the first-mover advantage to execute bilateral,
non-brokered royalty deals – the majority of 2019/2020 deals
have been completed on this basis
» Database of historical transactions benchmarked over a 40-year
period enables Vox to price royalties faster and more effectively
than competitors
Royalty Database example – Kalgoorlie, Australia
» Visually integrates global mining royalties (green below) with
mineral deposits (red below) and mining claims (black lines)
» Enables VOX management to evaluate and prioritize thousands of
royalty opportunities in a fraction of the time
9
PORTFOLIO OVERVIEW
A GLOBAL FOOTPRINT, WITH A STRONG AUSTRALIAN WEIGHTING
41%
British KingGraphmada
Yellow Giant
Montana Royalties
Mexican Royalties
Torrecillas
Pedra Branca
Ptombeiras
West Kundana, Kelly Well,
New Bore, Millrose, Kookynie
Greenbushes North,
Pilgangoora North &
Wodgina South
Koolyanobbing
Bowdens
Barabolar
Mt Ida
Forest Reefs
Mt Moss
Alce
Las Antas
Volga
Fortnum, Holleton,
Yalbra, Yamarna,
Green Dam
Sulphur Springs, Kangaroo
Caves, Thaduna
Ashburton, Merlin
Glen, Anthiby
Well
Precious
63%
Battery
16%
Base
13%
Bulk
8%
Precious
Battery
Base
Bulk
Asset Stage #
Producing 2
Development 7
Exploration 29
1) Pie chart shown by royalty count
2) Development assets include the following stages: feasibility study completed, care & maintenance and toll -treatment targeted to
commence within the next 12 months (based on public filings)
10
STRONG OPERATING PARTNERS
ROYALTIES OVER PROPERTIES HELD BY SEVERAL GLOBAL TIER 1 MINING COMPANIES
P A R T O F T H E
SENIOR
PRODUCERS
>$1B Market Cap
INTERMEDIATE
PRODUCERS
$100M-$1B Market Cap
EXPLORERS &
DEVELOPERS
<$100M Market Cap
11
1) Private or state-owned companies, company size is estimated
11
PORTFOLIO HIGHLIGHTS
CASH FLOWING AND NEAR-TERM ROYALTIES
Pedra Branca
Brazil, Platinum Group Metals
1.0% NSR
» Mineral resource of 1.1Moz @ 1.22 g/t
PGE+Au Inferred (3PGE+Au cutoff of 0.65gpt)
» PEA highlighted NPV7 US$192M, IRR of 67%,
1.6 year payback with capex of US$64.4M
» Target annual production of 64Koz PGM+Au
(2.2Mlb Ni, 1.2Mlb Cu, 44Klb Co, 30Kt Cr)
over 13 year mine life
Development
Bowdens
Australia, Silver
0.85% GRR
» Feasibility stage project, with forecast 16
year life of mine (LOM) and total forecast
LOM production of 52.9Moz Ag, 108Kt Zn and
79Kt Pb (recovered metal in concentrate)
» Tenement package covers 963km2
» 4,000m deep drilling program at Bowdens
underway in 2020
Development
Koolyanobbing
Australia, Iron Ore
2.0% FOB
» Mineral Resource for Deception/Altair
deposit of 15.6Mt @ 60.1% Fe Indicated
and 3.9Mt @ 59.3% Fe Inferred
(50% Fe cut-off grade)
» Deception is part of 11Mtpa Yilgarn Iron Ore
Business
» Operator completed study to expand Yilgarn
Iron Ore Business to 15Mtpa by end-2020
Producing
Source: ValOre Metals Corp, 28 May 2019 Resource Estimate Technical
Report. Jangada Mines Plc, 18 June 2018, Pedra Branca PEA Report.
An Inferred Mineral Resource has a lower level of confidence than that
applying to an Indicated Mineral Resource and must not be converted to
a Mineral Reserve. It is reasonably expected that the majority of
Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration.
Source: Mineral Resources Ltd, 20 November 2019 JORC Resource &
Reserve Statements. 15Mtpa expansion ASX referenced on 25-Feb-2020
Source: Silver Mines Ltd, 14 June 2018 Feasibility Study –
Bowdens Silver Project, ASX announcement. Drilling program
ASX referenced by Silver Mines Ltd on 30-Jan-2020
The Company is treating the Bowdens Feasibility Study and the
mineral resource and reserve estimates therein as historical in
nature and notes that a qualified person has not done
sufficient work to classify the historical estimates as current
mineral resources or current mineral reserves. See slide 4 for
more information.
Spot Gold Price
Royalty Companies
GDX
S&P/TSX Global Mining
0
50
100
150
200
250
300
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
✓
12
Exploration & mine expansion
upside at no additional cost
Fixed operating & cash costs,
strong margins
No capex or cost overrun
exposure
Leverage to commodity prices
No Dilution
10-Year Indexed Price Performance
✓
✓
✓
✓
Royalty companies have consistently outperformed other mining equities over the past 10 years
No limit to growth as execution
risk does not rise with each
acquisition
✓
ROYALTY & STREAMING MODEL BENEFITS
ONE OF THE BEST WAYS TO INVEST IN THE MINING SPACE
1
1) Market capitalization-weighted Index year over year increase. Index includes Franco -Nevada, Wheaton Precious Metals, Royal Gold,
Sandstorm Gold, Osisko Gold Royalties, Abitibi Royalties, EMX Royalties, Ely Gold Royalties, Maverix Metals, Metalla
13
ROYALTY INDUSTRY CASE STUDIES
DRAWING COMPARISON WITH NEW ENTRANTS
~525%
1
~330%
Vox Royalty is entering the market with critical mass and is positioned
well to maintain rapid growth
Share Price Appreciation Since
Go-Public Transaction
Portfolio Size & Market Capitalization Since Inception
13
24
28
81
107
0
4
19 22
45
38
0
20
40
60
80
100
120
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
Go-Public 2016 2017 2018 2019
TotalRoyaltiesinPortfolio
MarketCap(C$M)
MMX Royalties MTA Royalties VOX Royalties MMX Market Cap MTA Market Cap Vox Implied Market Cap2
1) Since name changed to Metalla and commenced trading under the symbol MTA on CSE
2) Post-$ implied market capitalization for Vox assuming C$15,000,000 raise
Sources: Capital IQ, press releases, company filings, Vox management
14
EMBEDDED ROYALTY VALUE MULTIPLE EXPANSION
UNDERVALUED VERSUS PEERS
EV / Royalty or Stream (C$M / Asset)
PROJECT GENERATORS
Vox is well positioned for a royalty value re-rate
through continued expansion of royalty portfolio
size, cash flow growth and development of near-
term producing assets
1.6
1.9
2.2
6.1
7.3
7.7 7.7
8.8
0.0M
1.0M
2.0M
3.0M
4.0M
5.0M
6.0M
7.0M
8.0M
9.0M
10.0M
EMX Ely VOX Metalla Abitibi Sandstorm Maverix Sailfish
Sources: Capital IQ, press releases, company filings, Vox management . Market data as of market close on April 9, 2020.
15
1) Assumes commodity prices at spot for precious metals (April 6, 2020) including $1,650 gold, and Paradigm Capital Research price forecasts for base metals
2) Assuming cash on hand, plus $15M financing less transaction costs and cash set aside for warrant cancellation
3) 0.5x NAV is an internal management target P/NAV for future acquisitions
Source: S&P Capital IQ as at market close on April 9, 2020
COMPARABLE VALUATION
Market Cap
(C$M)
EV
(C$M)
P/NAV
EV/ Royalty or
Stream (C$M / Asset)
Majors
Franco-Nevada Corporation $30,145 $30,081 2.3x $80.4
Wheaton Precious Metals Corp. $20,037 $21,042 1.8x $678.8
Royal Gold, Inc. $9,613 $9,726 2.1x $52.0
Osisko Gold Royalties Ltd $1,900 $2,151 0.9x $15.9
Sandstorm Gold Ltd. $1,416 $1,470 1.2x $7.7
Median $9,613 $9,726 1.8x $52.0
Juniors & Intermediates
Maverix Metals Inc. $719 $802 1.5x $7.7
Metalla Royalty & Streaming Ltd. $258 $255 1.6x $6.1
Abitibi Royalties Inc. $206 $205 n/a $7.3
Ely Gold Royalties Inc. $83 $81 n/a $1.9
EMX Royalty Corporation $182 $113 n/a $1.6
Sailfish Royalty Corp. $40 $53 n/a $8.8
Median $194 $159 1.5x $6.7
Vox Royalty Post-$15M Financing
(1) Current NAV1
- $74M
(A) @ $3.00 $97 $82 1.3x $2.2
(B) @ $2.77 (ex. 1/2 Warrant Value) $90 $75 1.2x $2.0
(2) NAV1
+ Deploying $12.6M2
@ 0.5x NAV3
- $86M
(A) @ $3.00 $97 $95 1.1x $2.2
(B) @ $2.77 (ex. 1/2 Warrant Value) $90 $87 1.0x $2.0
16
1) Assumes a raise of C$15,000,000.
2) See term sheet for details. Any capitalized terms not defined on this slide take their meaning from the term sheet.
3) Net proceeds after approximate transaction costs. Assumes a raise of C$15,000,000.
RTO AND CONCURRENT FINANCING DETAILS
RTO TRANSACTION
PRO FORMA CAPITALIZATION1
The company has entered into a definitive agreement
with AIM3 Ventures Inc. (a TSXV Capital Pool Company) to
complete a reverse takeover and rename the resulting
issuer to “Vox Royalty Corp.”
The RTO Transaction is expected to close approximately 2
weeks after the closing of the financing, at which point
the common shares, including those issued in the
financing, will be freely tradeable on the TSXV.
Basic Shares
Current Vox
Shareholders
23,027,543
Vox
Management
3,639,124
Current
Financing
5,000,000
AIM3 Shell
Shareholders
800,000
Total 32,466,667
70.9%
11.2%
15.4%
2.5%
Offering Up to 5,000,000 Subscription Receipts (subject to
overallotment).
Each Subscription Receipt will entitle the holder thereof
to receive Units upon completion of the RTO Transaction
and satisfaction of the Escrow Release Conditions. Each
Unit will consist of one common share and one half of
one Warrant.
Amount Up to C$15,000,000.
Price C$3.00 per Subscription Receipt.
Warrant Each Warrant will entitle the holder to purchase one
common share of the Company at a price of $4.50 for a
period of 24 months from the date of the Escrow
Release. If at any time following the closing of the RTO
Transaction, the trading price of the Company’s
common shares exceeds $4.00 for more than 15
consecutive trading days, the Company shall
immediately re-purchase for cash all the outstanding
Warrants for $1.00 per Warrant.
Use of
Proceeds3
C$11.8M for royalty acquisitions and working capital
C$2.5M set aside for warrant cancellation
FINANCING2
Management and existing large shareholders are expected
to participate in this financing.
17
WHY VOX?
OPPORTUNITY TO PARTICIPATE IN ACCELERATING GROWTH
Unmatched team of experts building
the business since 2014
» Management team has deep cross-
commodity metals and mining expertise
and a proven track record of royalty
acquisitions and capital raising across the
globe
Robust pipeline of opportunities
» Extensive proprietary database provides
Vox with access to over 7,000 royalties
» Current growth pipeline is largest in Vox’s
history
Shareholder base supportive and
long-term oriented
» Shareholder base not using go-public
transaction as an exit
» Most existing shareholders re-investing in
current financing to support Vox’s growth
Vox offers attractive valuation
with tangible near term catalysts
» Vox expects to close significant, highly
accretive royalty transactions post
listing
» Vox’s current offering includes an
attached ½ warrant with favorable
investor terms
Precedent entrants Maverix and
Metalla have experienced rapid
valuation increases immediately
post listing
» Maverix, in its first full quarter as a
public company increased in value by
over 155%1
» Metalla increased its market value over
its first full public quarter by over 145%2
COVID-19 crisis not a deterrent,
rather an opportunity – Deal flow
is increasing
WHY VOX? WHY NOW?
1) Source Capital IQ. From Quarter ending September 30 2016 – Quarter ending December 31 2016, Market Capitalization
2) Source Capital IQ. From Quarter ending August 31 2016 – Quarter ending November 30 2016, Market Capitalization
Appendix
19
FULL PORTFOLIO
ALL ROYALTY AND STREAMING INTERESTS
Asset Interest Commodity Stage Jurisdiction Operator Agreement Details
Koolyanobbing 2.0% FOB royalty Iron Ore Producing Australia
Mineral Resources
Ltd
Binding agreement to acquire
Pedra Branca 1.0% net smelter royalty
Nickel, Copper, Cobalt,
PGM’s, Chrome
Exploration Brazil ValOre Metals Held in Portfolio
Bowdens 0.85% gross revenue royalty Silver-lead-zinc Development Australia
Silver Mines
Limited
Binding agreement to acquire
Barabolar
Surrounds
1.0% gross revenue royalty Silver-lead –zinc Exploration Australia
Silver Mines
Limited
Graphmada
2.5% gross sales royalty
(A$5M or Jan-2029 cap)
Graphite Producing Madagascar Bass Metals Held in Portfolio
Torrecillas 2.0% net smelter royalty Gold Exploration Peru Titan Minerals Held in Portfolio
Mt Ida South /
Quinns Gold
1.5% net smelter royalty
(>10Koz gold production)
Gold Pre-production Australia Alt Resources Binding agreement to acquire
Yellow Giant
Stream on 100% of silver
produced on first 6,667 oz
monthly, then 50% of monthly
silver produced in excess
Silver Development Canada
MCC Canadian
Gold Ventures
Held in Portfolio
British King
1.5% NSR first 10,000oz; 5.25%
stream after
Gold Development Australia BK Gold Mines Held in Portfolio
Ptombeiras West 1.0% net smelter royalty
Vanadium, Titanium,
Iron
Exploration Brazil Jangada Mines Held In Portfolio
20
FULL PORTFOLIO - CONTINUED
ALL ROYALTY AND STREAMING INTERESTS
Asset Interest Commodity Stage Jurisdiction Operator Agreement Details
West Kundana
Sliding scale 1.5% to 2.5% net
smelter royalty (based on
gold price1)
Gold Exploration Australia
Northern Star Resources
and Tribune Resources
Binding agreement to
acquire
Kelly Well
10% free carry (converts to
1% net smelter royalty)
Gold Exploration Australia Dacian Gold
New Bore
10% free carry (converts to
1% net smelter royalty)
Gold Exploration Australia Dacian Gold
Millrose 1% gross revenue royalty Gold Exploration Australia Jindalee Resources
Kookynie (Melita)
A$1/t ore production royalty
(>650Kt ore mined & treated)
Gold Exploration Australia Nex Metals Exploration
Kookynie
(Consolidated
Gold)
A$1/t ore production royalty
(with gold grade escalator2)
Gold Exploration Australia Metalicity Limited
Montana Assets 1.5% net smelter royalty Copper, Gold Exploration USA Privately held Option to acquire until 2023
Mexican Assets 1% net smelter royalty Lead, Zinc, Silver Exploration Mexico Privately held Held in portfolio
Greenbushes
North
1% net smelter royalty Lithium Exploration Australia
SQM (Sociedad Quimica y
Minera de Chile)
Binding agreement to
acquire
Pilgangoora North 1% net smelter royalty Lithium Exploration Australia
SQM (Sociedad Quimica y
Minera de Chile)
Pilgangoora South 1% net smelter royalty Lithium Exploration Australia
SQM (Sociedad Quimica y
Minera de Chile)
1) If the gold price is less than or equal to A$450 per ounce, the royalty is 1.5% NSR, if the gold price is A$451 – A$500 per ounce,
then the royalty is calculated on a sliding scale between 1.5% – 2.5% NSR and if the gold price is greater than A$500 per ounce
then the royalty is equal to 2.5% NSR
2) $1 per tonne royalty for each ore reserve with a gold grade of at or less than 5 grams per Tonne, with a grade-linked escalator
above 5 grams per Tonne of (Grade – 5 x 0.5)
21
FULL PORTFOLIO - CONTINUED
ALL ROYALTY AND STREAMING INTERESTS
Asset Interest Commodity Stage Jurisdiction Operator Agreement Details
Forest Reefs 1.5% net smelter royalty Gold and Copper Exploration Australia Newcrest Mining Binding agreement to
acquireMt Moss 1.5% net smelter royalty Base Metals and Silver Care & Maintenance Australia Curtain Bros Qld
Fortnum/Peak
Hill*
1.0% gross revenue royalty Gold Exploration Australia Westgold Resources
Binding agreement to
acquire
Green Dam* 2.0% net smelter royalty Gold Exploration Australia St Barbara
Holleton 1.0% net smelter royalty Gold Exploration Australia Ramelius Resources
Yalbra* 0.75% gross revenue royalty Graphite Exploration Australia Buxton Resources
Yamarna A$7.50/oz discovery payment Gold Exploration Australia Gold Road Resources
Sulphur Springs
A$2/t ore production royalty
(A$3.7M royalty cap)
Copper-Zinc Feasibility Australia Venturex Resources
Binding agreement to
acquire
Kangaroo Caves
A$2/t ore production royalty
(40% interest)
Copper-Zinc Feasibility Australia Venturex Resources
Ashburton
1.75% gross revenue royalty
(>250koz)
Gold Exploration Australia Northern Star Resources
Merlin
0.75% gross revenue royalty
(>250koz)
Gold Exploration Australia Northern Star Resources
Thaduna 1.0% NSR Copper Exploration Australia Sandfire Resources
Glen 0.2% FOB Iron Ore Exploration Australia
Sinosteel Midwest
Corporation
Anthiby Well 0.25% GRR Iron Ore Exploration Australia Hancock Prospecting
*Subject to right of first refusal as at 12 April 2020
22
FULL PORTFOLIO - CONTINUED
ALL ROYALTY AND STREAMING INTERESTS
Asset Interest Commodity Stage Jurisdiction Operator Agreement Details
Alce 3% gross revenue royalty Base Metals Exploration Peru Titan Metals Held in Portfolio
Las Antas 2% gross revenue royalty Base Metals Exploration Peru Titan Metals Held in Portfolio
Volga 2% gross revenue royalty Copper Exploration Australia Novel Mining
Binding agreement to
acquire as part of acquisition
of Mineral Royalties Online
23
RISK FACTORS
In addition to all other information set out in this Presentation, the following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in
the Company. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition
and results of operations. The occurrence of any of the risks discussed below could materially adversely affect the Company’s business, prospects, financial condition, results of operations, cash flow or the
trading price of its securities. An investment in the Company is suitable only for investors ( i) who understand the potential risk of capital loss, (ii) for whom an investment in the Company is part of a
diversified investment program and (iii) who fully understand and are willing to assume the risks involved in such an investm ent program. Prospective investors in the Company should carefully consider the
following risks before investing.
Risks Related to Mining Operations
• The Company is not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams
that are or may be held by the Company.
• The Company may not be entitled to any compensation if the properties in which it holds or may hold royalties or streams disc ontinue exploration, development or operations on a temporary or permanent
basis;
• Royalties and streams are typically contractually based. Parties to contracts do not always honour contractual terms and contracts themselves may be subject to interpretation or technical defects;
• The Company is not, and will not be, the owner or operator of any of the properties underlying its current or future royaltie s or streams and has no input in the exploration, development or operation of
such properties. Consequently, the Company has limited or no access to related exploration, development or operational data o r to the properties themselves.
• To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of , the properties in which the Company holds or may hold royalties, streams or
similar interests, the Company will be subject to the risk factors applicable to the owners and operators of such mines or pr ojects.
• The Company will be dependent to a large extent on the financial viability and operational effectiveness of owners and operat ors of the properties underlying the royalties or streams that are or may be
held by the Company. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues.
• There is no guarantee that the Company will be able to effectively enforce any guarantees, indemnities or other security inte rests it may have.
• A defect in any business arrangement may arise to defeat or impair the claim of the Company to such transaction, which may ha ve a material adverse effect on the Company
• The revenue derived by the Company from its asset portfolio will be significantly affected by changes in the market price of the minerals underlying each of its royalty and streaming assets. Mineral prices
fluctuate on a daily basis and are affected by numerous factors beyond the control of the Company, including levels of supply and demand or industrial development levels
• As part of the Company’s business strategy, it will seek to purchase a diversity of royalties, streams or similar interests f rom third party mining companies and others. In pursuit of such opportunities, the
Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to fi nance acquisitions.
• The mineral reserves and resources on properties underlying the royalties, streams or similar interests that may or will be h eld by the Company are estimates only, and no assurance can be given that the
estimated reserves and resources are accurate or that the indicated level of minerals will be produced.
• Net profit royalties and similar interests allow the operator to account for the effect of prevailing cost pressures on the p roject before calculating a royalty. These cost pressures typically include costs of
labour, equipment, electricity, environmental compliance, and numerous other capital, operating and production inputs. Such costs w ill fluctuate in ways the Company will not be able to predict, will be
beyond the control of Company and can have a dramatic effect on the revenue payable on these royalties and similar interests.
• The Company’s, owners’ and operators’ operations will be subject to various laws, regulations and guidelines. The Company wil l endeavour to and cause its counterparties to comply with all relevant laws,
regulations and guidelines. However, there is a risk that the Company’s and its counterparties’ interpretation of laws, regul ations and guidelines, including applicable stock exchange rules and regulations,
may differ from those of others, and the Company’s and its counterparties’ operations may not be in compliance with such laws , regulations and guidelines.
• The Company will be subject to anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act ( Canada) and the Foreign Corruption Practices Act (United States). Failure to
comply with these laws could subject the Company to, among other things, reputational damage, civil or criminal penalties, ot her remedial measures and legal expenses, which may have a material
adverse effect on the Company’s business, results of operations and financial condition.
• Some royalty, stream and similar interests that are or may be held by the Company may be subject to buy -down right provisions, pursuant to which an operator may buy-back all or a portion of the stream
or royalty; pre-emptive rights, pursuant to which parties have the right of first refusal or first offer with respect to a propo sed sale or assignment of the stream or royalty; or claw back rights, pursuant to
which the seller of a stream or royalty has the right to re-acquire the stream or royalty.
24
RISK FACTORS – CONT’D
Risks Related to Mining Operations
• The Company has a very limited source of operating revenue and may require additional financing in order to fund its business plan.
• While the Company plans to report its financial results in United States dollars, The Company’s investments are in other curr encies and many of its royalty interests are denominated and payable in other
currencies. Accordingly, the Company is exposed to foreign currency fluctuations.
• There is potential that the Company and its counterparties will face competition from other companies, some of which can be e xpected to have longer operating histories and greater financial resources.
• The Company’s success is highly dependent on the retention of key personnel who possess specialized expertise and are well ve rsed in the natural resource and finance sectors.
• The Company may be subject to various potential conflicts of interest because of the fact that some of its officers, director s and consultants may be engaged in a range of business activities, including
certain officers, directors and consultants that provide services to other companies involved in natural resources investment , exploration, development and production.
• The Company may become party to legal claims arising in the ordinary course of business. There can be no assurance that any s uch legal claims will not result in significant costs to the Company. In
addition, potential litigation may arise on a property underlying the royalties or streams that are or may be held by the Com pany.
Risks Related to the Concurrent Private Placement and Ownership of the Company’s Ordinary Shares
• Investors may lose their entire investment
• An active, liquid and orderly trading market for the Company’s ordinary shares may not develop, and you may not be able to re sell the Company’s ordinary shares at or above the subscription price
• The Company may not have the cash in hand required to repurchase the warrants issued in the concurrent Private Placement shou ld the call be triggered
• The TSX-V has not conditionally approved the proposed Transaction and the concurrent Private Placement
• The market price of the Company’s ordinary shares may be volatile, which could result in substantial losses for investors pur chasing ordinary shares in the concurrent Private Placement
• A significant portion of the Company’s total outstanding ordinary shares may be sold into the public market in the near futur e, which could cause the market price of the ordinary shares to drop
significantly
• Future offerings of debt securities, which would rank senior to the Company’s ordinary shares upon the Company’s bankruptcy o r liquidation, and future offerings of equity securities that may be senior to
the Company’s ordinary shares for the purposes of dividend and liquidating distributions, may adversely affect the market pri ce of the Company’s ordinary shares
• The issuance of additional ordinary shares may have a dilutive effect on the interests of the Shareholders. The Company may h ave to raise additional capital through the issuance of additional equity,
which could result in dilution to the Company’s shareholders
• The Company will incur increased expenses as a result of being a public company
• The ability of the Company to pay dividends will be dependent on the financial condition of the Company
• The CRA’s recent focus on foreign income earned by Canadian companies may result in adverse tax consequences for the Company
• If securities or industry analysts do not publish research or publish unfavorable research about the Company’s business, its common share price and trading volume could decline
• The forward-looking statements contained in this Presentation may prove to be incorrect
The Impact of the current COVID-19 pandemic may significantly impact the Company
• The current COVID-19 (corona virus) global health pandemic is significantly impacting the global economy and commodity and finan cial markets. The full extent and impact of the COVID-19 pandemic is
unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including gold) and has raised the prospect of an
extended global recession. The international response to COVID-19 has led to significant restrictions on travel, temporary busin ess closures, quarantines and a general reduction in consumer activity,
globally. As well, as efforts are undertaken to slow the spread of the COVID -19 pandemic, the operation and development of mining projects may be impacted. To date, a number of mining projects have
been suspended as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of e mergency or taken other actions if the operation or development of
one or more of the properties in which the Company will hold a royalty, stream or other interest following the proposed rever se-takeover transaction and from which it will receive or expect to receive
significant revenue is suspended or the development is delayed for precautionary purposes or as governments declare states of emergency or other actions are taken in an effort to combat the spread of
COVID-19, it may have a material adverse impact on the Company’s profitability, results of operations, financial condition and t he trading price of the Company’s securities.
25
STATUTORY RIGHTS
Right of Action for Damages and Right of Rescission
Securities legislation in certain of the provinces of Canada provides purchasers of securities pursuant to an offering memora ndum with remedies for rescission or damages, in addition to any other rights they
may have at law, if the offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make
any statement contained therein not misleading in light of the circumstances in which it was made (a “Misrepresentation”). Th ese rights, or notice with respect thereto, must be exercised or delivered, as the
case may be, by purchasers within the tie limits prescribed and are subject to the defences and limitations contained under t he applicable securities legislation.
The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinc es and territories of Canada and the regulations, rules and policy statements
thereunder. Purchasers should refer to the securities legislation applicable in their province or territory along with the re gulations, rules and policy statements thereunder for the complete text of these
provisions or should consult with their legal advisor. The statutory rights of action described herein are in addition to and without derogation from any other right or remedy that purchasers may have at law.
Alberta
Section 204 of the Securities Act (Alberta) provides that if an offering memorandum contains a Misrepresentation, an investor who purchases a security offered by the offering memorandum is deemed to
have relied on the representation, if it was a Misrepresentation at the time of the purchase, and has a right of action (a) f or damages against (i) the issuer, (ii) every director of the issuer at the date of the
offering memorandum, and (iii) every person or company who signed the offering memorandum, and (b) for rescission against the issuer, provided that:
(a) if the investor elects to exercise its right of rescission, it shall cease to have a right of action for damages against the person or company referred to above;
(b) no person or company referred to above will be liable if it proves that the investor had knowledge of the Misrepresentation;
(c) no person or company (other than the issuer) referred to above will be liable if it proves that the offering memorandum was sent to the investor without the person’s or company’s knowledge or
consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer th at it was sent without the knowledge and consent of the person or
company;
(d) no person or company (other than the issuer) referred to above will be liable if it proves that the person or company, on be coming aware of the Misrepresentation in the offering memorandum,
withdrew the person’s or company’s consent to the offering memorandum and gave reasonable notice to the issuer of the withdra wal and the reason for it;
(e) no person or company (other than the issuer) referred to above will be liable if, with respect to any part of the offering m emorandum purporting to be made on the authority of an expert or purporting
to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the perso n or company did not have any reasonable grounds to believe and did not
believe that:
(i) there had been a Misrepresentation; or
(ii) the relevant part of the offering memorandum
(A) did not fairly represent the report, opinion or statement of the expert, or
(B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert;
(f) the person or company (other than the issuer) will not be liable if with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be
a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company
(i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentat ion, or
(ii) believed there had been a Misrepresentation;
(g) in no case shall the amount recoverable exceed the price at which the securities were offered under the offering memorandum; and
(h) the defendant will not be liable for all or any part of the damages that the defendant proves do not represent the depreciat ion in value of the security as a result of the Misrepresentation;
Section 211 of the Securities Act (Alberta) provides that no action may be commenced to enforce these rights more than:
(a) in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action, or
(b) in the case of any action, other than an action for rescission, the earlier of
(i) 180 days from the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or
(ii) 3 years from the day of the transaction that gave rise to the cause of action.
The foregoing summary is subject to the express provisions of the securities legislation referred to above and the rules, reg ulations and other instruments thereunder, and reference is made to the complete
text of such provisions. Such provisions may contain limitations and statutory defences on which the issuer may rely.
26
STATUTORY RIGHTS – CONT’D
Manitoba
In Manitoba, the Securities Act (Manitoba) provides a statutory right of action for damages or rescission to investors reside nt in Manitoba in circumstances where an offering memorandum or an amendment
hereto contains a Misrepresentation, which rights are similar, but not identical, to the rights available to Ontario investor s.
The rights of action for damages or rescission discussed above are in addition to, and without derogation from, any other rig ht or remedy which investors may have at law.
New Brunswick
Section 150 of the Securities Act (New Brunswick) provides that where an offering memorandum contains a Misrepresentation, a purchaser who purchases securities shall be deemed to have relied on the
Misrepresentation if it was a Misrepresentation at the time of purchase and:
(a) the purchaser has a right of action for damages against
(i) the issuer,
(ii) the selling security holder on whose behalf the distribution was made;
(iii) every person who was a director of the issuer at the date of the offering memorandum;
(iv) every person who signed the offering memorandum, or
(b) if the purchaser purchased the securities from a person referred to in subparagraph (a)(i) or (ii) above, the purchaser may elect to exercise a right of rescission against the person referred to in that
subparagraph, in which case the purchaser shall have no right of action for damages against the person.
This statutory right of action is available to New Brunswick purchasers whether or not such purchaser relied on the Misrepres entation. However, there are various defences available to the issuer and the
selling security holder(s). One such defence is that no person will be liable for a Misrepresentation if such person proves t hat the purchaser purchased the securities with knowledge of the Misrepresentation.
Moreover, in an action for damages, the amount recoverable will not exceed the price at which the securities were offered und er the offering memorandum and any defendant will not be liable for all or any
part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the M isrepresentation.
If the purchaser intends to rely on the rights described in (a) or (b) above, such purchaser must do so within strict time li mitations. The purchaser must commence an action for rescission within 180 days
after the date of the transaction that gave rise to the cause of action. The purchaser must commence its action for damages w ithin the earlier of:
(a) one year after the purchaser first had knowledge of the facts giving rise to the cause of action; or
(b) six years after the date of the transaction that gave rise to the cause of action.
Newfoundland and Labrador and Prince Edward Island
In Newfoundland and Labrador, the Securities Act (Newfoundland and Labrador) and in Prince Edward Island, the Securities Act (PEI) provide a statutory right of action for damages or rescission to
purchasers resident in Newfoundland and Prince Edward Island, respectively, in circumstances where an offering memorandum or an amendment hereto contains a Misrepresentation, which rights are similar,
but not identical, to the rights available to Ontario purchasers.
Nova Scotia
The right of action for damages or rescission described herein is conferred by section 138 of the Securities Act (Nova Scotia ). Section 138 of the Securities Act (Nova Scotia) provides, in relevant part, that
in the event that an offering memorandum, together with any amendment thereto, or any advertising or sales literature (as def ined in the Securities Act (Nova Scotia)) contains a Misrepresentation, the
purchaser will be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for
damages against the issuer and, subject to certain additional defences, every director of the issuer at the date of the offer ing memorandum and every person who signed the offering memorandum or,
alternatively, while still the owner of the securities purchased by the purchaser, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser shall have no right
of action for damages against the issuer, directors of the issuer or persons who have signed the offering memorandum, provide d that, among other limitations:
(a) no action shall be commenced to enforce the right of action for rescission or damages by a purchaser resident in Nova Scotia later than 120 days after the date on which the initial payment was made
for the securities;
(b) no person will be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation;
(c) in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not r epresent the depreciation in value of the securities as a result of the
Misrepresentation relied upon; and
(d) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.
27
STATUTORY RIGHTS – CONT’D
Nova Scotia (cont’d)
In addition, a person or company, other than the issuer, will not be liable if that person or company proves that:
(a) the offering memorandum or amendment to the offering memorandum was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of
its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s kn owledge or consent;
(b) after delivery of the offering memorandum or amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any Misrepresentation in the
offering memorandum or amendment to the offering memorandum the person or company withdrew the person’s or company’s consent to the offering memorandum or amendment to the offering
memorandum, and gave reasonable general notice of the withdrawal and the reason for it; or
(c) with respect to any part of the offering memorandum or amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a
report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believ e that (A) there had been a Misrepresentation, or (B) the relevant part of the
offering memorandum or amendment to offering memorandum did not fairly represent the report, opinion or statement of the expe rt, or was not a fair copy of, or an extract from, the report, opinion or
statement of the expert.
Further, no person or company, other than the issuer, will be liable with respect to any part of the offering memorandum or a mendment to the offering memorandum not purporting (a) to be made on the
authority of an expert, or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the p erson or company: (i) failed to conduct a reasonable investigation to provide
reasonable grounds for a belief that there had been no Misrepresentation, or (ii) believed that there had been a Misrepresent ation.
If a Misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, the offering memorandum or amendment to the offering memorandum, the
Misrepresentation is deemed to be contained in the offering memorandum or an amendment to the offering memorandum.
Ontario
Section 130.1 of the Securities Act (Ontario) provides that every investor who purchases a security offered by an offering me morandum shall have a statutory right of action for damages or rescission against
the issuer in the event that the offering memorandum contains a Misrepresentation. An investor who purchases such security of fered by the offering memorandum during the period of distribution has, without
regard to whether the investor relied upon the Misrepresentation, a right of action for damages or, alternatively, while stil l the owner of the security, for rescission against the issuer provided that:
(a) if the investor exercises its right of rescission, it shall cease to have a right of action for damages as against the issue r;
(b) the issuer will not be liable if they prove that the investor purchased the security with knowledge of the Misrepresentation ;
(c) the issuer will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the security as a result of the Misrepresentation relied upon; and
(d) in no case shall the amount recoverable exceed the price at which the securities were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; o r
(b) in the case of an action for damages, the earlier of:
(i) 180 days after the date that the investor first had knowledge of the facts giving rise to the cause of action; or
(ii) three years after the date of the transaction that gave rise to the cause of action.
This offering memorandum is also being delivered to Ontario investors in reliance on the exemption from the prospectus requir ements contained under section 2.3 of NI 45-106 (the “accredited investor
exemption”). The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering m emorandum delivered to a prospective investor in connection with a distribution
made in reliance on the accredited investor exemption if the prospective investor is:
(a) a Canadian financial institution or a Schedule III bank (each as defined in NI 45 -106)
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
(c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the sub sidiary, except the voting securities required by law to be owned by directors
of that subsidiary.
28
STATUTORY RIGHTS – CONT’D
Saskatchewan
Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering m emorandum or any amendment to it is sent or delivered to an investor and it
contains a Misrepresentation (as defined in the Saskatchewan Act), an investor who purchases a security covered by the offeri ng memorandum or any amendment to it is deemed to have relied upon that
Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for rescission against th e issuer or has a right of action for damages against:
(a) the issuer;
(b) every promoter and director of the issuer at the time the offering memorandum or any amendment to it was sent or delivered;
(c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;
(d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and
(e) every person who or company that sells the security on behalf of the issuer under the offering memorandum or amendment to th e offering memorandum.
Such rights of rescission and damages are subject to certain limitations including the following:
(a) if the investor elects to exercise its right of rescission against the issuer it shall have no right of action for damages a gainst that party;
(b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the security resulting from the
Misrepresentation relied on;
(c) no person or company, other than the issuer, will be liable for any part of the offering memorandum or any amendment to it n ot purporting to be made on the authority of an expert and not purporting
to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to cond uct a reasonable investigation sufficient to provide reasonable grounds for a
belief that there had been no Misrepresentation or believed that there had been a Misrepresentation;
(d) in no case shall the amount recoverable exceed the price at which the security was offered; and
(e) no person or company is liable in an action for rescission or damages if that person or company proves that the investor pur chased the security with knowledge of the Misrepresentation.
In addition, no person or company, other than the issuer, will be liable if the person or company proves that:
(a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person
or company gave reasonable general notice that it was so sent or delivered; or
(b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expe rt, or purporting to be a copy of, or an extract from, a report, an opinion
or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had b een a Misrepresentation, the part of the offering memorandum or any
amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an ext ract from, the report, opinion or statement of the expert.
Not all defences upon which we or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing.
Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a Mis representation in advertising and sales literature disseminated in connection with
an offering of securities.
Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective invest or that contains a Misrepresentation relating to the securities purchased and
the verbal statement is made either before or contemporaneously with the purchase of the securities, the investor is deemed t o have relied on the Misrepresentation, if it was a Misrepresentation at the time
of purchase, and has a right of action for damages against the individual who made the verbal statement.
Section 141(1) of the Saskatchewan Act provides an investor with the right to void the purchase agreement and to recover all money and other consideration paid by the investor for the securities if the
securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Sa skatchewan Financial Services Commission.
Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to an investor of securities to whom an offering memorandum or any amendment to it was not sent or
delivered prior to or at the same time as the investor enters into an agreement to purchase the securities, as required by Se ction 80.1 of the Saskatchewan Act.
The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any oth er right which an investor may have at law.
29
STATUTORY RIGHTS – CONT’D
Saskatchewan (cont’d)
Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more th an:
(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; o r
(b) in the case of any other action, other than an action for rescission, the earlier of:
(i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or
(ii) six years after the date of the transaction that gave rise to the cause of action.
The Saskatchewan Act also provides an investor who has received an amended offering memorandum delivered in accordance with s ubsection 80.1(3) of the Saskatchewan Act has a right to withdraw from
the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the investor’s intention not to be bound by the purchase agreement,
provided such notice is delivered by the investor within two business days of receiving the amended offering memorandum.
General
The foregoing summary is subject to the express provisions of the securities legislation referred to above and the rules, reg ulations and other instruments thereunder, and reference is made to the complete
text of such provisions. Such provisions may contain limitations and statutory defences on which the Corporation may rely.
The statutory rights of action discussed above are in addition to, and without derogation from, any other right or remedy whi ch investors may have at law.
Strathvale House,
90 North Church St
Grand Cayman
Cayman Islands
KY1-1201
+1345 926 4209
info@voxroyalty.com
www.voxroyalty.com

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Vox Royalty Investor Presentation - April 2020

  • 1. INVESTOR PRESENTATION APRIL 2020 * Vo x R o y a l t y C o r p d / b / a S i l v e r S t r e a m S E Z C . I n t h e p r o c e s s o f c o m p l e t i n g a l e g a l c h a n g e o f n a m e . INVESTOR PRESENTATION APRIL 2020
  • 2. 2 DISCLAIMER DISCLAIMER THIS DOCUMENT IS BEING FURNISHED ON A CONFIDENTIAL BASIS, IN ORD ER FOR READERS TO CONSIDER AN OFFERING FROM SILVERSTREAM D/B/A V OX ROYALTY (THE “COMPANY”) AND MAY NOT BE USED FOR ANY OTHER PURPOSE. THE INFORMATION CONTAINED IN THIS DOCUMEN T HAS BEEN COMPILED FROM SOURCES BELIEVED TO BE RELIABLE. THE CO MPANY DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. STATEMENTS IN THIS DOCUMENT AR E MADE AS OF THE DATE OF THIS DOCUMENT UNLESS STATED OTHERWISE, AND NEITHER THE DELIVERY OF THIS DOCUMENT AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS C ORRECT AS OF ANY SUBSEQUENT DATE. THIS DOCUMENT, WHICH HAS NOT BEEN VERIFIED AND IS SUBJECT TO UPD ATING, IS PROVIDED FOR INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE O R SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THIS DOCUMENT SH OULD NOT BE CONSIDERED AS A RECOMMENDATION BY ANY PARTY TO ENTER INTO ANY TRANSACTION. RESPONSIBILITY OR LIABILITY IS ACCEPTED FOR THE ACCURACY OF THIS DOCUMENT, OR FOR ANY ERRORS, OMISSIONS OR MISSTATEMENTS IN THIS DOCUMENT. IN SO FAR AS SUCH LIABILITY MAY BE EXCLUDED BY LAW, NONE OF ANY PARTY MENTIONED IN THIS DOCUMENT, O R ANY OF THEIR RELATED BODIES CORPORATE OR AFFILIATES, OR ANY DI RECTORS, OFFICERS, EMPLOYEES OR ADVISERS OF ANY OF THE FOREGOING, OR ANY OTHER PERSON, ACCEPTS ANY RESPONSIBILIT Y OR LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE SUFFERED BY ANY PERSON AS A RESULT OF RELYING ON ANY STATEMENT IN OR OMISSION FROM THIS DOCUMENT. EACH READER, BY ACCEPTING DELIVERY OF THIS DOCUMENT, AGREES NOT TO MAKE A PHOTOCOPY OR OTHER COPY OR TO DIVULGE THE CONTENTS HER EOF TO ANY PERSON OTHER THAN A LEGAL, BUSINESS, INVESTMENT, OR TAX ADVISOR IN CONNECTION WITH OBTAININ G THE ADVICE OF SUCH PERSON WITH RESPECT TO THE OFFERING.
  • 3. 3 FORWARD-LOOKING STATEMENTS THIS PRESENTATION CONTAINS FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF APPLICABLE CANADIAN SECURITIES LAWS. ANY STATEMENTS THAT EXPRESS OR INVOLVE DISCUSSIONS WITH RESPECT TO PREDICTIONS, EXPECTATIONS , BELIEFS, PLANS, PROJECTIONS, OBJECTIVES, ASSUMPTIONS OR FUTURE EVENTS OR PERFORMANCE (OFTEN, BUT NOT ALWAYS, IDENTIFIED BY WORDS OR PHRASES SUCH AS “EXPECTS”, “IS EXPECTED”, “ANTICIPATES”, “BELIEVES”, “PLANS”, “PROJECTS”, “ESTIMATES”, “ASSUMES”, “INTENDS”, “STRATEGY”, “GOALS”, “OBJECTIVES”, “POTENTIAL”, “POSSIBLE” OR VARIATIONS THEREOF OR STATING THAT CERTAIN ACTIONS, EVENTS, CONDITIONS OR RESULTS “MAY” , “COULD”, “WOULD”, “SHOULD”, “MIGHT” OR “WILL” BE TAKEN, OCCUR OR BE ACHIEVED, OR THE NEGATIVE OF ANY OF THESE TERMS AND SIMILAR EXPRESSIONS) ARE NOT STATEMENTS OF HISTORICAL FACT AND MAY BE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESENTATION INCLUD E, BUT ARE NOT LIMITED TO, STATEMENTS REGARDING TARGETED ANNUAL PRODUCTION AT THE PEDRA BRANCA PROJECT, THE LIFE OF MINE ESTIMATE FOR THE BOWDENS PROJECT, THE ABILITY OF TH E COMPANY TO MAINTAIN RAPID GROWTH AND OTHER STATEMENTS THAT ARE NOT STATEMENTS OF FACT. THESE STATEMENTS RELATE TO ANALYSES AND OTHER INFORMATION THAT ARE BASED ON FOREC ASTS OF FUTURE RESULTS, ESTIMATES OF AMOUNTS NOT YET DETERMINABL E AND ASSUMPTIONS OF MANAGEMENT. FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS OF MANAGEMENT AT THE DATE SUCH STATEMENTS ARE MADE, WHICH MANAGEMEN T BELIEVES TO BE REASONABLE, INCLUDING WITHOUT LIMITATION, ASSUM PTIONS ABOUT: FUTURE PRICES OF GOLD AND OTHER METALS; THE ONGOING OPERATION OF THE PROPERTIES IN WHICH THE COM PANY HOLDS A STREAM/ROYALTY BY THE OWNER OR OPERATOR OF SUCH PRO PERTIES IN A MANNER CONSISTENT WITH PAST PRACTICES; THE ACCURACY OF PUBLIC STATEMENTS AND DISCLOSURES MAD E BY THE OWNERS OR OPERATORS OF SUCH UNDERLYING PROPERTIES; NO M ATERIAL CHANGES TO EXISTING TAX TREATMENT; NO ADVERSE DEVELOPMENT IN RESPECT OF ANY SIGNIFICANT PROPERTY IN WH ICH THE COMPANY HOLDS A ROYALTY; INTEGRATION OF ACQUIRED ASSETS; PERFORMANCE OF CONTRACTUAL OBLIGATIONS BY COUNTERPARTIES; FINANCIAL VIABILITY OF THIRD PARTY OWNERS AND OP ERATORS; FINANCIAL PROJECTIONS AND BUDGETS; ACCURACY OF ANY MINE RAL RESOURCES, ANTICIPATED COSTS AND EXPENDITURES; FUTURE CONSENSUS ROYALTY PRICE-TO-CASH-FLOW VALUATIONS ARE ACCURATE. MANY ASSUMPTIONS ARE BASED ON FACTORS AND EVENTS THAT ARE NOT WITHIN THE CONTROL OF THE COMPANY AND THERE IS NO ASSURANCE THEY WILL PROVE TO BE CORRECT. FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION ARE STATEMENTS ABOUT THE FUTURE, WHICH ARE INHERENTLY UNCERTAIN AND W HICH ARE SUBJECT TO A VARIETY OF KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL PERFORMANCE, ACHIEVEMENTS, ACTIONS, EVENTS, RESULTS OR CO NDITIONS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION, INCLUDING, WITHOUT LIMITATION: THE COMPANY’S LACK O F CONTROL OVER THE MINING OPERATIONS IN WHICH IT HOLDS ONLY ROYALTY INTERESTS; THE COMPANY’S DEPENDENCY ON THE FINANCIAL VIABILITY AND OPERATIONAL EFFECTIVENESS OF THIRD PART Y OWNERS AND OPERATORS; THE COMPANY’S RELIANCE ON THIRD PARTY REPORTING AND POTENTIALLY LIMITED ACCESS TO DATA; CHANGES OR DISRUPTIONS IN THE SECURITIES MARKETS; FLUCTUATION I N THE PRICE OF GOLD AND BASE METALS AND FUTURE COMMODITY PRICES; PRICE VOLATILITY OF THE COMPANY’S SECURITIES; RISKS FROM THE NEED FOR ADDITIONAL CAPITAL AND THE COMPANY’S ABI LITY TO RAISE ADDITIONAL FUNDS; ADEQUACY OF FINANCIAL RESOURCES; THE INTRODUCTION OF NEW TAXES OR CHANGES IN TAX LAWS AND INTERPRETATIONS; THE PROPERTIES ON WHICH THE COMPA NY HOLDS ROYALTY AND OTHER INTERESTS WILL BE SUBJECT TO EXPLORATION, DEVELOPMENT AND MINING RISKS (INCLUDING, AMONG OTHERS, THE SPECULATIVE NATURE OF MINERAL EXPLORATION AND DEVELOPMENT, RISKS RELATING TO MINING OPERATIONS AND DEVELOPMENT, THE RESULTS OF CURRENT EXPLORATION, DEVELOPMENT AND MINING ACTIVITIES, LAND TITLE ISSUES AND RISKS, DEPENDENCE ON KEY PERSONNEL; FUTURE CONSENSUS; AND ROYALTY PRICE-TO-NAV VALUATIONS WILL NOT BE ACCURATE. SHOULD ONE OR MORE OF THESE RISKS AND UNCERTAINTIES MATERIALIZE, OR SH OULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE CORPORATION, OR INDUSTRY RESULTS, MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE FORWARD-LOOKING STATEMENTS AND INFORMATION CONTAINED IN THIS PRESENTATION ARE MADE OR GIVEN AS AT THE DATE OF THIS PRESENTAT ION AND THE COMPANY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS OR INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVE NTS OR OTHERWISE, EXCEPT AS REQUIRED UNDER APPLICABLE SECURITIES LAW. THE READER IS CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS OR FORWARD-LOOKING INFORMATION.
  • 4. 4 TECHNICAL AND THIRD PARTY INFORMATION TECHNICAL AND THIRD PARTY INFORMATION THIS PRESENTATION INCLUDES MARKET, INDUSTRY AND ECONOMIC DATA WH ICH WAS OBTAINED FROM VARIOUS PUBLICLY AVAILABLE SOURCES AND OTH ER SOURCES BELIEVED BY THE COMPANY TO BE TRUE. ALTHOUGH THE COMPANY BELIEVES IT TO BE RELIA BLE, IT HAS INDEPENDENTLY VERIFIED ANY OF THE DATA FROM THIRD PA RTY SOURCES REFERRED TO IN THIS PRESENTATION, OR ANALYZED OR VERIFIED THE UNDERLYING REPORTS REL IED UPON OR REFERRED TO BY SUCH SOURCES, OR ASCERTAINED THE UNDE RLYING ECONOMIC AND OTHER ASSUMPTIONS RELIED UPON BY SUCH SOURCES. THE COMPANY BELIEVES TH AT ITS MARKET, INDUSTRY AND ECONOMIC DATA IS ACCURATE AND THAT I TS ESTIMATES AND ASSUMPTIONS ARE REASONABLE, BUT THERE CAN BE NO ASSURANCE AS TO THE ACCURACY OR COMPLETENESS THEREOF. THE ACCURACY AND COMPLETENESS OF THE M ARKET, INDUSTRY AND ECONOMIC DATA USED THROUGHOUT THIS PRESENTATION ARE NOT GUARANTE ED AND SAILFISH DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCUR ACY OR COMPLETENESS OF SUCH INFORMATION. IN ADDITION, THE DISCLOSURE IN THIS PRESENTATION RELATING TO PRO PERTIES AND OPERATIONS ON THE PROPERTIES IN WHICH THE COMPANY HO LDS (OR MAY ACQUIRE) ROYALTY, STREAM OR OTHER INTERESTS IS BASED ON INFORMATION PUBLICLY DISCL OSED BY THE OWNERS OR OPERATORS OF THESE PROPERTIES, INCLUDING B Y MINERAL RESOURCES LIMITED (“MINERAL RESOURCES") WITH RESPECT TO THE KOOLYANOBBING PROPERTY, BY VALORE METALS CORP (“VALORE METALS") WITH RESPECT TO THE PEDRA BRANCA PROPERTY, BY SILVER MINES LIMITED (“SILVER MINES”) WITH RESPECT TO THE BOWDENS PROPERTY AND INFORMATION/DATA AVAILABLE IN THE PUBLIC DOMAIN AS AT THE DATE HEREOF. NONE OF THIS INFORMATION HAS BEEN INDEPENDENTLY VERIFIED BY THE COMPANY. SPEC IFICALLY, AS A ROYALTY OR STREAM HOLDER (OR ACQUIRER), THE COMPA NY HAS LIMITED, IF ANY, ACCESS TO PROPERTIES INCLUDED IN ITS ASSET PORTFOLIO. ADDITIONALLY, THE CO MPANY MAY FROM TIME TO TIME RECEIVE OPERATING INFORMATION FROM T HE OWNERS AND OPERATORS OF THE PROPERTIES, WHICH IT IS NOT PERMITTED TO DISCLOSE TO THE PUB LIC. THE COMPANY IS DEPENDENT ON, (I) THE OPERATORS OF THE PROPERTIES AND THEIR QUALIFIED PERSONS TO PROVIDE INFORMATION TO THE COMPANY, OR (II) ON PUBLICLY AVAIL ABLE INFORMATION TO PREPARE DISCLOSURE PERTAINING TO PROPERTIES AND OPERATIONS ON THE PROPERTIES ON WHICH THE COMPANY HOLDS ROYALTY OR OTHER INTERESTS , AND GENERALLY HAS LIMITED OR NO ABILITY TO INDEPENDENTLY VERIF Y SUCH INFORMATION. ALTHOUGH THE COMPANY DOES NOT HAVE ANY KNOWLEDGE THAT SUCH INFORMATION MA Y NOT BE ACCURATE, THERE CAN BE NO ASSURANCE THAT SUCH THIRD PAR TY INFORMATION IS COMPLETE OR ACCURATE. SOME INFORMATION PUBLICLY REPORTED BY OPERATORS MAY RELATE TO A LARGER PROPERTY THAN THE AREA COVERED BY THE COMPANY’S ROYALTY OR OTHER INTEREST. THE COMPANY’S ROYALTY OR OTHER INTERESTS MAY COVER LESS THAN 100% AND SOMETIME S ONLY A PORTION OF THE PUBLICLY REPORTED MINERAL RESERVES, MINE RAL RESOURCES AND PRODUCTION. ❑ ADDITIONAL INFORMATION ON THE KOOLYANOBBING PROPERTY IS AVAILABLE IN MINERAL RESOURCES LIMITED’S ASX ANNOUNCEMENTS DATED NOVEMBER 20, 2019 (“MINERAL RESOURCE STATEMENT – KOOLYANOBBING, MT DIMER & PARKER RANGE” AND “YILGARN – ORE RESERVE STATEMENT”) AND MINERAL RESOURCES LIMITED’S ASX ANNOUNCEMENT DATED FEBRUARY 25, 2020 (“JP MORGAN HIGH YIELD CONFERENCE - PRESENTATION”) AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCED HEREIN. ❑ ADDITIONAL INFORMATION ON THE PEDRA BRANCA PROPERTY IS AVAILABLE IN THE “PEDRA BRANCA PROJECT MAY 2019 RESOURCE ESTIMATE TECHNICAL REPORT” AUTHORED BY SUSAN LOMAS, P. GEO, AND ALI SHAHKAR, P. ENG. OF LIONS GATE GEOLOGICAL CONSULTING INC. AND BERT HULS, P. ENG, OF HULS CONSULTING INC. WITH AN EFFECTIVE DATE OF MAY 28, 2019 AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCED HEREIN. ❑ ADDITIONAL INFORMATION ON THE BOWDENS PROPERTY IS AVAILABLE IN ASX ANNOUNCEMENT DATED JUNE 14, 2018 (FEASIBILITY STUDY – BOWDENS SILVER PROJECT) AND SILVER MINES’ ASX ANNOUNCEMENT DATED MAY 30, 2018 (MAIDEN ORE RESERVE – BOWDENS SILVER PROJECT) AND IN SUCH OTHER DOCUMENTS AS MAY BE REFERENCE D HEREIN. NOTE THAT THE COMPANY IS TREATING THE BOWDENS FEASIBILITY STUDY AND THE MINERAL RESOURCE AND RESERVE ESTIMATE S THEREIN AS HISTORICAL IN NATURE AND NOTES THAT A QUALIFIED PERSON HAS NOT DONE SUFFICIENT WORK TO CLASSIFY THE HISTORICAL ESTIMATES AS CURRENT MINERAL RESOURCES OR CURRENT MIN ERAL RESERVES. THE COMPANY IS DISCLOSING THE BOWDENS FEASIBILITY STUDY AND THE ESTIMATES CONTAINED THEREIN FOR ILLUS TRATIVE PURPOSES, AS THE COMPANY BELIEVES IT PROVIDES READERS WI TH RELEVANT INFORMATION REGARDING THE BOWDENS PROJECT. THERE ARE NUMEROUS UNCERTAINTIES INHERENT IN THE HISTO RICAL RESOURCE AND RESERVE ESTIMATES, WHICH ARE SUBJECT TO ALL OF THE ASSUMPTIONS, PARAMETERS AND METHODS USED T O PREPARE SUCH HISTORICAL ESTIMATES. MINERAL RESOURCES THAT ARE NOT MINERAL RESERVES DO NOT HAVE DEMO NSTRATED ECONOMIC VIABILITY. MINERAL RESOURCE ESTIMATES DO NOT ACCOUNT FOR MINEABILITY, SELECTIVITY, MINING LOSS AND DILUTION. THESE MINERAL RESOURCE E STIMATES INCLUDE INFERRED MINERAL RESOURCES THAT ARE CONSIDERED TOO SPECULATIVE GEOLOGICALLY TO HAVE ECONOMIC CONSIDERATIONS APPLIED TO THEM THAT WOULD ENABL E THEM TO BE CATEGORIZED AS MINERAL RESERVES. HOWEVER, IT IS REA SONABLY EXPECTED THAT THE MAJORITY OF INFERRED MINERAL RESOURCES COULD BE UPGRADED TO INDI CATED MINERAL RESOURCES WITH CONTINUED EXPLORATION. QUALIFIED PERSON TIMOTHY J. STRONG, MIMMM, OF KANGARI CONSULTING LIMITED AND A QUALIFIED PERSON UNDER NATIONAL INSTRUMENT 43-101 – STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS, HAS REVIEWED AND APPROVED THE SCIENTIFIC AND TECHNICAL DISCLOSURE CONTAINED IN TH IS PRESENTATION.
  • 5. GROWTH FOCUSED MINING ROYALTY AND STREAMING COMPANY VOX ROYALTY GROWTH FOCUSED MINING ROYALTY AND STREAMING COMPANY » HIGH GROWTH MINING ROYALTY AND STREAMING COMPANY » EXPECTING SIGNIFICANT NAV ACCRETIVE ROYALTY ACQUISITIONS PROMPTLY POST LISTING » ESTABLISHED IN 2014, PATIENTLY BUILT UNIQUE IP, TECHNICAL TEAM AND GLOBAL SOURCING NETWORK » INDUSTRY-LEADING GROWTH PROFILE: 11 ROYALTY TRANSACTIONS SINCE JANUARY-2019, BRINGING IN 33 ROYALTIES » PRECIOUS METALS ASSETS MAKE UP OVER 50% OF PORTFOLIO BY NAV – REMAINING EXPOSURE ACROSS PRECIOUS, BASE, BATTERY, AND BULK METALS » 75%+ OF ASSETS IN AUSTRALIA » TRACK RECORD OF BUYING ASSETS WITH SIGNIFICANT NEAR TERM GROWTH AND DEVELOPMENT CATALYSTS » EVALUATING MORE THAN $500M OF POTENTIAL ROYALTY DEALS – ENABLED BY PROPRIETARY ROYALTY DATABASE OF OVER 7,000 ROYALTIES AND OTHER IP 5
  • 6. » Royalty-specific deal expertise with >$1.5B of royalty transactions globally over the last 20 years » Led innovation in the metal streaming markets » Investment industry professionals with financing and advisory experience on an additional $1B of metals & mining transactions » Deep cross-commodity technical and operational mining expertise » Local experts strategically located across the globe: o Western Australia o Toronto o Denver o Grand Cayman 6 MANAGEMENT A WEALTH OF ROYALTY AND STREAMING EXPERTISE Founded Vox Royalty; 10+ years of streaming and royalty acquisition experience; instrumental in financing and advising approximately $1B in transactions; Studied MSc Mineral Economics (Colorado School of Mines) & BBus in Corporate Finance (University of Washington) SIMON COOPER, EVP CORPORATE DEVELOPMENT Geologist, Mining Engineer and Investment Professional; corporate roles in evaluation, M&A and project finance; base and precious metals experience across five continents; MSc Mining Engineering (Camborne School of Mines) & BSc Geology (University of New South Wales). SPENCER COLE, EVP NORTH AMERICA Co-Founder of MRO, Mining Engineer and former Investment Banker; +10 years’ experience with BHP (M&A, Feasibility Studies), South32 (Hermosa Project, Boddington Bauxite Mine, Corporate) and UBS Investment Bank; historically involved in >$1B of royalty transactions; BComm (Finance) and MEng (Mining Engineering). RIAAN ESTERHUIZEN, EVP AUSTRALIA Co-Founder and Principal Advisor of MRO; 20 years' experience in multi-commodity exploration and commercial management roles with BHP, Rio Tinto, Randgold and Goldfields; including significant exposure to royalty transactions, due diligence and M&A; BComm (Economics) and BSc (Hons) Geology. KYLE FLOYD, CEO TEAM HIGHLIGHTS
  • 7. 7 EXTRAORDINARY GROWTH SET TO CONTINUE READY TO EXECUTE ON A FULL PIPELINE OF OPPORTUNITIES Highly accretive transaction history » Unique sourcing capability resulting in royalties acquired at attractive values » Producing and near-term development royalties consistently acquired for attractive P/NAV Pipeline fuller than ever » Significant transactional momentum expected to continue for the foreseeable future » Currently evaluating more than $500M worth of additional royalty transactions » Targeting 80% of capital allocation to production stage royalty assets » Pipeline driven by proprietary database of >7,000 royalties and global team with reach into multiple local markets 11 Transactions & 33 Royalties Contracted Since January 2019 Vox Royalty Metalla Maverix Ely Gold Royalties EMX Altius Minerals Anglo Pacific Abitibi Morien 0 5 10 15 20 25 30 35 40 0 2 4 6 8 10 12 14 RoyaltiesAcquired Transactions Sources: press releases, company filings, Vox management
  • 8. 8 PROPRIETARY ROYALTY DATABASE INHERENT COMPETITIVE ADVANTAGE FROM UNIQUE INTELLECTUAL PROPERTY Vox entered into an agreement to acquire Mineral Royalties Online (“MRO”) in March 2019 » Acquisition included a proprietary database of >7,000 global royalties and >500 historical royalty transactions » MRO founders elected to join the Vox management team, adding expertise and involvement in >$1B in royalty transactions Acquisition yields wider transactional opportunities » Provides Vox the first-mover advantage to execute bilateral, non-brokered royalty deals – the majority of 2019/2020 deals have been completed on this basis » Database of historical transactions benchmarked over a 40-year period enables Vox to price royalties faster and more effectively than competitors Royalty Database example – Kalgoorlie, Australia » Visually integrates global mining royalties (green below) with mineral deposits (red below) and mining claims (black lines) » Enables VOX management to evaluate and prioritize thousands of royalty opportunities in a fraction of the time
  • 9. 9 PORTFOLIO OVERVIEW A GLOBAL FOOTPRINT, WITH A STRONG AUSTRALIAN WEIGHTING 41% British KingGraphmada Yellow Giant Montana Royalties Mexican Royalties Torrecillas Pedra Branca Ptombeiras West Kundana, Kelly Well, New Bore, Millrose, Kookynie Greenbushes North, Pilgangoora North & Wodgina South Koolyanobbing Bowdens Barabolar Mt Ida Forest Reefs Mt Moss Alce Las Antas Volga Fortnum, Holleton, Yalbra, Yamarna, Green Dam Sulphur Springs, Kangaroo Caves, Thaduna Ashburton, Merlin Glen, Anthiby Well Precious 63% Battery 16% Base 13% Bulk 8% Precious Battery Base Bulk Asset Stage # Producing 2 Development 7 Exploration 29 1) Pie chart shown by royalty count 2) Development assets include the following stages: feasibility study completed, care & maintenance and toll -treatment targeted to commence within the next 12 months (based on public filings)
  • 10. 10 STRONG OPERATING PARTNERS ROYALTIES OVER PROPERTIES HELD BY SEVERAL GLOBAL TIER 1 MINING COMPANIES P A R T O F T H E SENIOR PRODUCERS >$1B Market Cap INTERMEDIATE PRODUCERS $100M-$1B Market Cap EXPLORERS & DEVELOPERS <$100M Market Cap 11 1) Private or state-owned companies, company size is estimated
  • 11. 11 PORTFOLIO HIGHLIGHTS CASH FLOWING AND NEAR-TERM ROYALTIES Pedra Branca Brazil, Platinum Group Metals 1.0% NSR » Mineral resource of 1.1Moz @ 1.22 g/t PGE+Au Inferred (3PGE+Au cutoff of 0.65gpt) » PEA highlighted NPV7 US$192M, IRR of 67%, 1.6 year payback with capex of US$64.4M » Target annual production of 64Koz PGM+Au (2.2Mlb Ni, 1.2Mlb Cu, 44Klb Co, 30Kt Cr) over 13 year mine life Development Bowdens Australia, Silver 0.85% GRR » Feasibility stage project, with forecast 16 year life of mine (LOM) and total forecast LOM production of 52.9Moz Ag, 108Kt Zn and 79Kt Pb (recovered metal in concentrate) » Tenement package covers 963km2 » 4,000m deep drilling program at Bowdens underway in 2020 Development Koolyanobbing Australia, Iron Ore 2.0% FOB » Mineral Resource for Deception/Altair deposit of 15.6Mt @ 60.1% Fe Indicated and 3.9Mt @ 59.3% Fe Inferred (50% Fe cut-off grade) » Deception is part of 11Mtpa Yilgarn Iron Ore Business » Operator completed study to expand Yilgarn Iron Ore Business to 15Mtpa by end-2020 Producing Source: ValOre Metals Corp, 28 May 2019 Resource Estimate Technical Report. Jangada Mines Plc, 18 June 2018, Pedra Branca PEA Report. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. Source: Mineral Resources Ltd, 20 November 2019 JORC Resource & Reserve Statements. 15Mtpa expansion ASX referenced on 25-Feb-2020 Source: Silver Mines Ltd, 14 June 2018 Feasibility Study – Bowdens Silver Project, ASX announcement. Drilling program ASX referenced by Silver Mines Ltd on 30-Jan-2020 The Company is treating the Bowdens Feasibility Study and the mineral resource and reserve estimates therein as historical in nature and notes that a qualified person has not done sufficient work to classify the historical estimates as current mineral resources or current mineral reserves. See slide 4 for more information.
  • 12. Spot Gold Price Royalty Companies GDX S&P/TSX Global Mining 0 50 100 150 200 250 300 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 ✓ 12 Exploration & mine expansion upside at no additional cost Fixed operating & cash costs, strong margins No capex or cost overrun exposure Leverage to commodity prices No Dilution 10-Year Indexed Price Performance ✓ ✓ ✓ ✓ Royalty companies have consistently outperformed other mining equities over the past 10 years No limit to growth as execution risk does not rise with each acquisition ✓ ROYALTY & STREAMING MODEL BENEFITS ONE OF THE BEST WAYS TO INVEST IN THE MINING SPACE 1 1) Market capitalization-weighted Index year over year increase. Index includes Franco -Nevada, Wheaton Precious Metals, Royal Gold, Sandstorm Gold, Osisko Gold Royalties, Abitibi Royalties, EMX Royalties, Ely Gold Royalties, Maverix Metals, Metalla
  • 13. 13 ROYALTY INDUSTRY CASE STUDIES DRAWING COMPARISON WITH NEW ENTRANTS ~525% 1 ~330% Vox Royalty is entering the market with critical mass and is positioned well to maintain rapid growth Share Price Appreciation Since Go-Public Transaction Portfolio Size & Market Capitalization Since Inception 13 24 28 81 107 0 4 19 22 45 38 0 20 40 60 80 100 120 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 Go-Public 2016 2017 2018 2019 TotalRoyaltiesinPortfolio MarketCap(C$M) MMX Royalties MTA Royalties VOX Royalties MMX Market Cap MTA Market Cap Vox Implied Market Cap2 1) Since name changed to Metalla and commenced trading under the symbol MTA on CSE 2) Post-$ implied market capitalization for Vox assuming C$15,000,000 raise Sources: Capital IQ, press releases, company filings, Vox management
  • 14. 14 EMBEDDED ROYALTY VALUE MULTIPLE EXPANSION UNDERVALUED VERSUS PEERS EV / Royalty or Stream (C$M / Asset) PROJECT GENERATORS Vox is well positioned for a royalty value re-rate through continued expansion of royalty portfolio size, cash flow growth and development of near- term producing assets 1.6 1.9 2.2 6.1 7.3 7.7 7.7 8.8 0.0M 1.0M 2.0M 3.0M 4.0M 5.0M 6.0M 7.0M 8.0M 9.0M 10.0M EMX Ely VOX Metalla Abitibi Sandstorm Maverix Sailfish Sources: Capital IQ, press releases, company filings, Vox management . Market data as of market close on April 9, 2020.
  • 15. 15 1) Assumes commodity prices at spot for precious metals (April 6, 2020) including $1,650 gold, and Paradigm Capital Research price forecasts for base metals 2) Assuming cash on hand, plus $15M financing less transaction costs and cash set aside for warrant cancellation 3) 0.5x NAV is an internal management target P/NAV for future acquisitions Source: S&P Capital IQ as at market close on April 9, 2020 COMPARABLE VALUATION Market Cap (C$M) EV (C$M) P/NAV EV/ Royalty or Stream (C$M / Asset) Majors Franco-Nevada Corporation $30,145 $30,081 2.3x $80.4 Wheaton Precious Metals Corp. $20,037 $21,042 1.8x $678.8 Royal Gold, Inc. $9,613 $9,726 2.1x $52.0 Osisko Gold Royalties Ltd $1,900 $2,151 0.9x $15.9 Sandstorm Gold Ltd. $1,416 $1,470 1.2x $7.7 Median $9,613 $9,726 1.8x $52.0 Juniors & Intermediates Maverix Metals Inc. $719 $802 1.5x $7.7 Metalla Royalty & Streaming Ltd. $258 $255 1.6x $6.1 Abitibi Royalties Inc. $206 $205 n/a $7.3 Ely Gold Royalties Inc. $83 $81 n/a $1.9 EMX Royalty Corporation $182 $113 n/a $1.6 Sailfish Royalty Corp. $40 $53 n/a $8.8 Median $194 $159 1.5x $6.7 Vox Royalty Post-$15M Financing (1) Current NAV1 - $74M (A) @ $3.00 $97 $82 1.3x $2.2 (B) @ $2.77 (ex. 1/2 Warrant Value) $90 $75 1.2x $2.0 (2) NAV1 + Deploying $12.6M2 @ 0.5x NAV3 - $86M (A) @ $3.00 $97 $95 1.1x $2.2 (B) @ $2.77 (ex. 1/2 Warrant Value) $90 $87 1.0x $2.0
  • 16. 16 1) Assumes a raise of C$15,000,000. 2) See term sheet for details. Any capitalized terms not defined on this slide take their meaning from the term sheet. 3) Net proceeds after approximate transaction costs. Assumes a raise of C$15,000,000. RTO AND CONCURRENT FINANCING DETAILS RTO TRANSACTION PRO FORMA CAPITALIZATION1 The company has entered into a definitive agreement with AIM3 Ventures Inc. (a TSXV Capital Pool Company) to complete a reverse takeover and rename the resulting issuer to “Vox Royalty Corp.” The RTO Transaction is expected to close approximately 2 weeks after the closing of the financing, at which point the common shares, including those issued in the financing, will be freely tradeable on the TSXV. Basic Shares Current Vox Shareholders 23,027,543 Vox Management 3,639,124 Current Financing 5,000,000 AIM3 Shell Shareholders 800,000 Total 32,466,667 70.9% 11.2% 15.4% 2.5% Offering Up to 5,000,000 Subscription Receipts (subject to overallotment). Each Subscription Receipt will entitle the holder thereof to receive Units upon completion of the RTO Transaction and satisfaction of the Escrow Release Conditions. Each Unit will consist of one common share and one half of one Warrant. Amount Up to C$15,000,000. Price C$3.00 per Subscription Receipt. Warrant Each Warrant will entitle the holder to purchase one common share of the Company at a price of $4.50 for a period of 24 months from the date of the Escrow Release. If at any time following the closing of the RTO Transaction, the trading price of the Company’s common shares exceeds $4.00 for more than 15 consecutive trading days, the Company shall immediately re-purchase for cash all the outstanding Warrants for $1.00 per Warrant. Use of Proceeds3 C$11.8M for royalty acquisitions and working capital C$2.5M set aside for warrant cancellation FINANCING2 Management and existing large shareholders are expected to participate in this financing.
  • 17. 17 WHY VOX? OPPORTUNITY TO PARTICIPATE IN ACCELERATING GROWTH Unmatched team of experts building the business since 2014 » Management team has deep cross- commodity metals and mining expertise and a proven track record of royalty acquisitions and capital raising across the globe Robust pipeline of opportunities » Extensive proprietary database provides Vox with access to over 7,000 royalties » Current growth pipeline is largest in Vox’s history Shareholder base supportive and long-term oriented » Shareholder base not using go-public transaction as an exit » Most existing shareholders re-investing in current financing to support Vox’s growth Vox offers attractive valuation with tangible near term catalysts » Vox expects to close significant, highly accretive royalty transactions post listing » Vox’s current offering includes an attached ½ warrant with favorable investor terms Precedent entrants Maverix and Metalla have experienced rapid valuation increases immediately post listing » Maverix, in its first full quarter as a public company increased in value by over 155%1 » Metalla increased its market value over its first full public quarter by over 145%2 COVID-19 crisis not a deterrent, rather an opportunity – Deal flow is increasing WHY VOX? WHY NOW? 1) Source Capital IQ. From Quarter ending September 30 2016 – Quarter ending December 31 2016, Market Capitalization 2) Source Capital IQ. From Quarter ending August 31 2016 – Quarter ending November 30 2016, Market Capitalization
  • 19. 19 FULL PORTFOLIO ALL ROYALTY AND STREAMING INTERESTS Asset Interest Commodity Stage Jurisdiction Operator Agreement Details Koolyanobbing 2.0% FOB royalty Iron Ore Producing Australia Mineral Resources Ltd Binding agreement to acquire Pedra Branca 1.0% net smelter royalty Nickel, Copper, Cobalt, PGM’s, Chrome Exploration Brazil ValOre Metals Held in Portfolio Bowdens 0.85% gross revenue royalty Silver-lead-zinc Development Australia Silver Mines Limited Binding agreement to acquire Barabolar Surrounds 1.0% gross revenue royalty Silver-lead –zinc Exploration Australia Silver Mines Limited Graphmada 2.5% gross sales royalty (A$5M or Jan-2029 cap) Graphite Producing Madagascar Bass Metals Held in Portfolio Torrecillas 2.0% net smelter royalty Gold Exploration Peru Titan Minerals Held in Portfolio Mt Ida South / Quinns Gold 1.5% net smelter royalty (>10Koz gold production) Gold Pre-production Australia Alt Resources Binding agreement to acquire Yellow Giant Stream on 100% of silver produced on first 6,667 oz monthly, then 50% of monthly silver produced in excess Silver Development Canada MCC Canadian Gold Ventures Held in Portfolio British King 1.5% NSR first 10,000oz; 5.25% stream after Gold Development Australia BK Gold Mines Held in Portfolio Ptombeiras West 1.0% net smelter royalty Vanadium, Titanium, Iron Exploration Brazil Jangada Mines Held In Portfolio
  • 20. 20 FULL PORTFOLIO - CONTINUED ALL ROYALTY AND STREAMING INTERESTS Asset Interest Commodity Stage Jurisdiction Operator Agreement Details West Kundana Sliding scale 1.5% to 2.5% net smelter royalty (based on gold price1) Gold Exploration Australia Northern Star Resources and Tribune Resources Binding agreement to acquire Kelly Well 10% free carry (converts to 1% net smelter royalty) Gold Exploration Australia Dacian Gold New Bore 10% free carry (converts to 1% net smelter royalty) Gold Exploration Australia Dacian Gold Millrose 1% gross revenue royalty Gold Exploration Australia Jindalee Resources Kookynie (Melita) A$1/t ore production royalty (>650Kt ore mined & treated) Gold Exploration Australia Nex Metals Exploration Kookynie (Consolidated Gold) A$1/t ore production royalty (with gold grade escalator2) Gold Exploration Australia Metalicity Limited Montana Assets 1.5% net smelter royalty Copper, Gold Exploration USA Privately held Option to acquire until 2023 Mexican Assets 1% net smelter royalty Lead, Zinc, Silver Exploration Mexico Privately held Held in portfolio Greenbushes North 1% net smelter royalty Lithium Exploration Australia SQM (Sociedad Quimica y Minera de Chile) Binding agreement to acquire Pilgangoora North 1% net smelter royalty Lithium Exploration Australia SQM (Sociedad Quimica y Minera de Chile) Pilgangoora South 1% net smelter royalty Lithium Exploration Australia SQM (Sociedad Quimica y Minera de Chile) 1) If the gold price is less than or equal to A$450 per ounce, the royalty is 1.5% NSR, if the gold price is A$451 – A$500 per ounce, then the royalty is calculated on a sliding scale between 1.5% – 2.5% NSR and if the gold price is greater than A$500 per ounce then the royalty is equal to 2.5% NSR 2) $1 per tonne royalty for each ore reserve with a gold grade of at or less than 5 grams per Tonne, with a grade-linked escalator above 5 grams per Tonne of (Grade – 5 x 0.5)
  • 21. 21 FULL PORTFOLIO - CONTINUED ALL ROYALTY AND STREAMING INTERESTS Asset Interest Commodity Stage Jurisdiction Operator Agreement Details Forest Reefs 1.5% net smelter royalty Gold and Copper Exploration Australia Newcrest Mining Binding agreement to acquireMt Moss 1.5% net smelter royalty Base Metals and Silver Care & Maintenance Australia Curtain Bros Qld Fortnum/Peak Hill* 1.0% gross revenue royalty Gold Exploration Australia Westgold Resources Binding agreement to acquire Green Dam* 2.0% net smelter royalty Gold Exploration Australia St Barbara Holleton 1.0% net smelter royalty Gold Exploration Australia Ramelius Resources Yalbra* 0.75% gross revenue royalty Graphite Exploration Australia Buxton Resources Yamarna A$7.50/oz discovery payment Gold Exploration Australia Gold Road Resources Sulphur Springs A$2/t ore production royalty (A$3.7M royalty cap) Copper-Zinc Feasibility Australia Venturex Resources Binding agreement to acquire Kangaroo Caves A$2/t ore production royalty (40% interest) Copper-Zinc Feasibility Australia Venturex Resources Ashburton 1.75% gross revenue royalty (>250koz) Gold Exploration Australia Northern Star Resources Merlin 0.75% gross revenue royalty (>250koz) Gold Exploration Australia Northern Star Resources Thaduna 1.0% NSR Copper Exploration Australia Sandfire Resources Glen 0.2% FOB Iron Ore Exploration Australia Sinosteel Midwest Corporation Anthiby Well 0.25% GRR Iron Ore Exploration Australia Hancock Prospecting *Subject to right of first refusal as at 12 April 2020
  • 22. 22 FULL PORTFOLIO - CONTINUED ALL ROYALTY AND STREAMING INTERESTS Asset Interest Commodity Stage Jurisdiction Operator Agreement Details Alce 3% gross revenue royalty Base Metals Exploration Peru Titan Metals Held in Portfolio Las Antas 2% gross revenue royalty Base Metals Exploration Peru Titan Metals Held in Portfolio Volga 2% gross revenue royalty Copper Exploration Australia Novel Mining Binding agreement to acquire as part of acquisition of Mineral Royalties Online
  • 23. 23 RISK FACTORS In addition to all other information set out in this Presentation, the following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in the Company. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and results of operations. The occurrence of any of the risks discussed below could materially adversely affect the Company’s business, prospects, financial condition, results of operations, cash flow or the trading price of its securities. An investment in the Company is suitable only for investors ( i) who understand the potential risk of capital loss, (ii) for whom an investment in the Company is part of a diversified investment program and (iii) who fully understand and are willing to assume the risks involved in such an investm ent program. Prospective investors in the Company should carefully consider the following risks before investing. Risks Related to Mining Operations • The Company is not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams that are or may be held by the Company. • The Company may not be entitled to any compensation if the properties in which it holds or may hold royalties or streams disc ontinue exploration, development or operations on a temporary or permanent basis; • Royalties and streams are typically contractually based. Parties to contracts do not always honour contractual terms and contracts themselves may be subject to interpretation or technical defects; • The Company is not, and will not be, the owner or operator of any of the properties underlying its current or future royaltie s or streams and has no input in the exploration, development or operation of such properties. Consequently, the Company has limited or no access to related exploration, development or operational data o r to the properties themselves. • To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of , the properties in which the Company holds or may hold royalties, streams or similar interests, the Company will be subject to the risk factors applicable to the owners and operators of such mines or pr ojects. • The Company will be dependent to a large extent on the financial viability and operational effectiveness of owners and operat ors of the properties underlying the royalties or streams that are or may be held by the Company. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. • There is no guarantee that the Company will be able to effectively enforce any guarantees, indemnities or other security inte rests it may have. • A defect in any business arrangement may arise to defeat or impair the claim of the Company to such transaction, which may ha ve a material adverse effect on the Company • The revenue derived by the Company from its asset portfolio will be significantly affected by changes in the market price of the minerals underlying each of its royalty and streaming assets. Mineral prices fluctuate on a daily basis and are affected by numerous factors beyond the control of the Company, including levels of supply and demand or industrial development levels • As part of the Company’s business strategy, it will seek to purchase a diversity of royalties, streams or similar interests f rom third party mining companies and others. In pursuit of such opportunities, the Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to fi nance acquisitions. • The mineral reserves and resources on properties underlying the royalties, streams or similar interests that may or will be h eld by the Company are estimates only, and no assurance can be given that the estimated reserves and resources are accurate or that the indicated level of minerals will be produced. • Net profit royalties and similar interests allow the operator to account for the effect of prevailing cost pressures on the p roject before calculating a royalty. These cost pressures typically include costs of labour, equipment, electricity, environmental compliance, and numerous other capital, operating and production inputs. Such costs w ill fluctuate in ways the Company will not be able to predict, will be beyond the control of Company and can have a dramatic effect on the revenue payable on these royalties and similar interests. • The Company’s, owners’ and operators’ operations will be subject to various laws, regulations and guidelines. The Company wil l endeavour to and cause its counterparties to comply with all relevant laws, regulations and guidelines. However, there is a risk that the Company’s and its counterparties’ interpretation of laws, regul ations and guidelines, including applicable stock exchange rules and regulations, may differ from those of others, and the Company’s and its counterparties’ operations may not be in compliance with such laws , regulations and guidelines. • The Company will be subject to anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act ( Canada) and the Foreign Corruption Practices Act (United States). Failure to comply with these laws could subject the Company to, among other things, reputational damage, civil or criminal penalties, ot her remedial measures and legal expenses, which may have a material adverse effect on the Company’s business, results of operations and financial condition. • Some royalty, stream and similar interests that are or may be held by the Company may be subject to buy -down right provisions, pursuant to which an operator may buy-back all or a portion of the stream or royalty; pre-emptive rights, pursuant to which parties have the right of first refusal or first offer with respect to a propo sed sale or assignment of the stream or royalty; or claw back rights, pursuant to which the seller of a stream or royalty has the right to re-acquire the stream or royalty.
  • 24. 24 RISK FACTORS – CONT’D Risks Related to Mining Operations • The Company has a very limited source of operating revenue and may require additional financing in order to fund its business plan. • While the Company plans to report its financial results in United States dollars, The Company’s investments are in other curr encies and many of its royalty interests are denominated and payable in other currencies. Accordingly, the Company is exposed to foreign currency fluctuations. • There is potential that the Company and its counterparties will face competition from other companies, some of which can be e xpected to have longer operating histories and greater financial resources. • The Company’s success is highly dependent on the retention of key personnel who possess specialized expertise and are well ve rsed in the natural resource and finance sectors. • The Company may be subject to various potential conflicts of interest because of the fact that some of its officers, director s and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved in natural resources investment , exploration, development and production. • The Company may become party to legal claims arising in the ordinary course of business. There can be no assurance that any s uch legal claims will not result in significant costs to the Company. In addition, potential litigation may arise on a property underlying the royalties or streams that are or may be held by the Com pany. Risks Related to the Concurrent Private Placement and Ownership of the Company’s Ordinary Shares • Investors may lose their entire investment • An active, liquid and orderly trading market for the Company’s ordinary shares may not develop, and you may not be able to re sell the Company’s ordinary shares at or above the subscription price • The Company may not have the cash in hand required to repurchase the warrants issued in the concurrent Private Placement shou ld the call be triggered • The TSX-V has not conditionally approved the proposed Transaction and the concurrent Private Placement • The market price of the Company’s ordinary shares may be volatile, which could result in substantial losses for investors pur chasing ordinary shares in the concurrent Private Placement • A significant portion of the Company’s total outstanding ordinary shares may be sold into the public market in the near futur e, which could cause the market price of the ordinary shares to drop significantly • Future offerings of debt securities, which would rank senior to the Company’s ordinary shares upon the Company’s bankruptcy o r liquidation, and future offerings of equity securities that may be senior to the Company’s ordinary shares for the purposes of dividend and liquidating distributions, may adversely affect the market pri ce of the Company’s ordinary shares • The issuance of additional ordinary shares may have a dilutive effect on the interests of the Shareholders. The Company may h ave to raise additional capital through the issuance of additional equity, which could result in dilution to the Company’s shareholders • The Company will incur increased expenses as a result of being a public company • The ability of the Company to pay dividends will be dependent on the financial condition of the Company • The CRA’s recent focus on foreign income earned by Canadian companies may result in adverse tax consequences for the Company • If securities or industry analysts do not publish research or publish unfavorable research about the Company’s business, its common share price and trading volume could decline • The forward-looking statements contained in this Presentation may prove to be incorrect The Impact of the current COVID-19 pandemic may significantly impact the Company • The current COVID-19 (corona virus) global health pandemic is significantly impacting the global economy and commodity and finan cial markets. The full extent and impact of the COVID-19 pandemic is unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including gold) and has raised the prospect of an extended global recession. The international response to COVID-19 has led to significant restrictions on travel, temporary busin ess closures, quarantines and a general reduction in consumer activity, globally. As well, as efforts are undertaken to slow the spread of the COVID -19 pandemic, the operation and development of mining projects may be impacted. To date, a number of mining projects have been suspended as cases of COVID-19 have been confirmed, for precautionary purposes or as governments have declared a state of e mergency or taken other actions if the operation or development of one or more of the properties in which the Company will hold a royalty, stream or other interest following the proposed rever se-takeover transaction and from which it will receive or expect to receive significant revenue is suspended or the development is delayed for precautionary purposes or as governments declare states of emergency or other actions are taken in an effort to combat the spread of COVID-19, it may have a material adverse impact on the Company’s profitability, results of operations, financial condition and t he trading price of the Company’s securities.
  • 25. 25 STATUTORY RIGHTS Right of Action for Damages and Right of Rescission Securities legislation in certain of the provinces of Canada provides purchasers of securities pursuant to an offering memora ndum with remedies for rescission or damages, in addition to any other rights they may have at law, if the offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a “Misrepresentation”). Th ese rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the tie limits prescribed and are subject to the defences and limitations contained under t he applicable securities legislation. The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinc es and territories of Canada and the regulations, rules and policy statements thereunder. Purchasers should refer to the securities legislation applicable in their province or territory along with the re gulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The statutory rights of action described herein are in addition to and without derogation from any other right or remedy that purchasers may have at law. Alberta Section 204 of the Securities Act (Alberta) provides that if an offering memorandum contains a Misrepresentation, an investor who purchases a security offered by the offering memorandum is deemed to have relied on the representation, if it was a Misrepresentation at the time of the purchase, and has a right of action (a) f or damages against (i) the issuer, (ii) every director of the issuer at the date of the offering memorandum, and (iii) every person or company who signed the offering memorandum, and (b) for rescission against the issuer, provided that: (a) if the investor elects to exercise its right of rescission, it shall cease to have a right of action for damages against the person or company referred to above; (b) no person or company referred to above will be liable if it proves that the investor had knowledge of the Misrepresentation; (c) no person or company (other than the issuer) referred to above will be liable if it proves that the offering memorandum was sent to the investor without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer th at it was sent without the knowledge and consent of the person or company; (d) no person or company (other than the issuer) referred to above will be liable if it proves that the person or company, on be coming aware of the Misrepresentation in the offering memorandum, withdrew the person’s or company’s consent to the offering memorandum and gave reasonable notice to the issuer of the withdra wal and the reason for it; (e) no person or company (other than the issuer) referred to above will be liable if, with respect to any part of the offering m emorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the perso n or company did not have any reasonable grounds to believe and did not believe that: (i) there had been a Misrepresentation; or (ii) the relevant part of the offering memorandum (A) did not fairly represent the report, opinion or statement of the expert, or (B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert; (f) the person or company (other than the issuer) will not be liable if with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentat ion, or (ii) believed there had been a Misrepresentation; (g) in no case shall the amount recoverable exceed the price at which the securities were offered under the offering memorandum; and (h) the defendant will not be liable for all or any part of the damages that the defendant proves do not represent the depreciat ion in value of the security as a result of the Misrepresentation; Section 211 of the Securities Act (Alberta) provides that no action may be commenced to enforce these rights more than: (a) in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action, or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days from the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) 3 years from the day of the transaction that gave rise to the cause of action. The foregoing summary is subject to the express provisions of the securities legislation referred to above and the rules, reg ulations and other instruments thereunder, and reference is made to the complete text of such provisions. Such provisions may contain limitations and statutory defences on which the issuer may rely.
  • 26. 26 STATUTORY RIGHTS – CONT’D Manitoba In Manitoba, the Securities Act (Manitoba) provides a statutory right of action for damages or rescission to investors reside nt in Manitoba in circumstances where an offering memorandum or an amendment hereto contains a Misrepresentation, which rights are similar, but not identical, to the rights available to Ontario investor s. The rights of action for damages or rescission discussed above are in addition to, and without derogation from, any other rig ht or remedy which investors may have at law. New Brunswick Section 150 of the Securities Act (New Brunswick) provides that where an offering memorandum contains a Misrepresentation, a purchaser who purchases securities shall be deemed to have relied on the Misrepresentation if it was a Misrepresentation at the time of purchase and: (a) the purchaser has a right of action for damages against (i) the issuer, (ii) the selling security holder on whose behalf the distribution was made; (iii) every person who was a director of the issuer at the date of the offering memorandum; (iv) every person who signed the offering memorandum, or (b) if the purchaser purchased the securities from a person referred to in subparagraph (a)(i) or (ii) above, the purchaser may elect to exercise a right of rescission against the person referred to in that subparagraph, in which case the purchaser shall have no right of action for damages against the person. This statutory right of action is available to New Brunswick purchasers whether or not such purchaser relied on the Misrepres entation. However, there are various defences available to the issuer and the selling security holder(s). One such defence is that no person will be liable for a Misrepresentation if such person proves t hat the purchaser purchased the securities with knowledge of the Misrepresentation. Moreover, in an action for damages, the amount recoverable will not exceed the price at which the securities were offered und er the offering memorandum and any defendant will not be liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the M isrepresentation. If the purchaser intends to rely on the rights described in (a) or (b) above, such purchaser must do so within strict time li mitations. The purchaser must commence an action for rescission within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence its action for damages w ithin the earlier of: (a) one year after the purchaser first had knowledge of the facts giving rise to the cause of action; or (b) six years after the date of the transaction that gave rise to the cause of action. Newfoundland and Labrador and Prince Edward Island In Newfoundland and Labrador, the Securities Act (Newfoundland and Labrador) and in Prince Edward Island, the Securities Act (PEI) provide a statutory right of action for damages or rescission to purchasers resident in Newfoundland and Prince Edward Island, respectively, in circumstances where an offering memorandum or an amendment hereto contains a Misrepresentation, which rights are similar, but not identical, to the rights available to Ontario purchasers. Nova Scotia The right of action for damages or rescission described herein is conferred by section 138 of the Securities Act (Nova Scotia ). Section 138 of the Securities Act (Nova Scotia) provides, in relevant part, that in the event that an offering memorandum, together with any amendment thereto, or any advertising or sales literature (as def ined in the Securities Act (Nova Scotia)) contains a Misrepresentation, the purchaser will be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for damages against the issuer and, subject to certain additional defences, every director of the issuer at the date of the offer ing memorandum and every person who signed the offering memorandum or, alternatively, while still the owner of the securities purchased by the purchaser, may elect instead to exercise a statutory right of rescission against the issuer, in which case the purchaser shall have no right of action for damages against the issuer, directors of the issuer or persons who have signed the offering memorandum, provide d that, among other limitations: (a) no action shall be commenced to enforce the right of action for rescission or damages by a purchaser resident in Nova Scotia later than 120 days after the date on which the initial payment was made for the securities; (b) no person will be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation; (c) in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not r epresent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and (d) in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.
  • 27. 27 STATUTORY RIGHTS – CONT’D Nova Scotia (cont’d) In addition, a person or company, other than the issuer, will not be liable if that person or company proves that: (a) the offering memorandum or amendment to the offering memorandum was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s kn owledge or consent; (b) after delivery of the offering memorandum or amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any Misrepresentation in the offering memorandum or amendment to the offering memorandum the person or company withdrew the person’s or company’s consent to the offering memorandum or amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it; or (c) with respect to any part of the offering memorandum or amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believ e that (A) there had been a Misrepresentation, or (B) the relevant part of the offering memorandum or amendment to offering memorandum did not fairly represent the report, opinion or statement of the expe rt, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert. Further, no person or company, other than the issuer, will be liable with respect to any part of the offering memorandum or a mendment to the offering memorandum not purporting (a) to be made on the authority of an expert, or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the p erson or company: (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation, or (ii) believed that there had been a Misrepresent ation. If a Misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, the offering memorandum or amendment to the offering memorandum, the Misrepresentation is deemed to be contained in the offering memorandum or an amendment to the offering memorandum. Ontario Section 130.1 of the Securities Act (Ontario) provides that every investor who purchases a security offered by an offering me morandum shall have a statutory right of action for damages or rescission against the issuer in the event that the offering memorandum contains a Misrepresentation. An investor who purchases such security of fered by the offering memorandum during the period of distribution has, without regard to whether the investor relied upon the Misrepresentation, a right of action for damages or, alternatively, while stil l the owner of the security, for rescission against the issuer provided that: (a) if the investor exercises its right of rescission, it shall cease to have a right of action for damages as against the issue r; (b) the issuer will not be liable if they prove that the investor purchased the security with knowledge of the Misrepresentation ; (c) the issuer will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the security as a result of the Misrepresentation relied upon; and (d) in no case shall the amount recoverable exceed the price at which the securities were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; o r (b) in the case of an action for damages, the earlier of: (i) 180 days after the date that the investor first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. This offering memorandum is also being delivered to Ontario investors in reliance on the exemption from the prospectus requir ements contained under section 2.3 of NI 45-106 (the “accredited investor exemption”). The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering m emorandum delivered to a prospective investor in connection with a distribution made in reliance on the accredited investor exemption if the prospective investor is: (a) a Canadian financial institution or a Schedule III bank (each as defined in NI 45 -106) (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or (c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the sub sidiary, except the voting securities required by law to be owned by directors of that subsidiary.
  • 28. 28 STATUTORY RIGHTS – CONT’D Saskatchewan Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering m emorandum or any amendment to it is sent or delivered to an investor and it contains a Misrepresentation (as defined in the Saskatchewan Act), an investor who purchases a security covered by the offeri ng memorandum or any amendment to it is deemed to have relied upon that Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for rescission against th e issuer or has a right of action for damages against: (a) the issuer; (b) every promoter and director of the issuer at the time the offering memorandum or any amendment to it was sent or delivered; (c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and (e) every person who or company that sells the security on behalf of the issuer under the offering memorandum or amendment to th e offering memorandum. Such rights of rescission and damages are subject to certain limitations including the following: (a) if the investor elects to exercise its right of rescission against the issuer it shall have no right of action for damages a gainst that party; (b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the security resulting from the Misrepresentation relied on; (c) no person or company, other than the issuer, will be liable for any part of the offering memorandum or any amendment to it n ot purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to cond uct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation or believed that there had been a Misrepresentation; (d) in no case shall the amount recoverable exceed the price at which the security was offered; and (e) no person or company is liable in an action for rescission or damages if that person or company proves that the investor pur chased the security with knowledge of the Misrepresentation. In addition, no person or company, other than the issuer, will be liable if the person or company proves that: (a) the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company gave reasonable general notice that it was so sent or delivered; or (b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expe rt, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had b een a Misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an ext ract from, the report, opinion or statement of the expert. Not all defences upon which we or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing. Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a Mis representation in advertising and sales literature disseminated in connection with an offering of securities. Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a prospective invest or that contains a Misrepresentation relating to the securities purchased and the verbal statement is made either before or contemporaneously with the purchase of the securities, the investor is deemed t o have relied on the Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal statement. Section 141(1) of the Saskatchewan Act provides an investor with the right to void the purchase agreement and to recover all money and other consideration paid by the investor for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Sa skatchewan Financial Services Commission. Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to an investor of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the investor enters into an agreement to purchase the securities, as required by Se ction 80.1 of the Saskatchewan Act. The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any oth er right which an investor may have at law.
  • 29. 29 STATUTORY RIGHTS – CONT’D Saskatchewan (cont’d) Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more th an: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; o r (b) in the case of any other action, other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) six years after the date of the transaction that gave rise to the cause of action. The Saskatchewan Act also provides an investor who has received an amended offering memorandum delivered in accordance with s ubsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the investor’s intention not to be bound by the purchase agreement, provided such notice is delivered by the investor within two business days of receiving the amended offering memorandum. General The foregoing summary is subject to the express provisions of the securities legislation referred to above and the rules, reg ulations and other instruments thereunder, and reference is made to the complete text of such provisions. Such provisions may contain limitations and statutory defences on which the Corporation may rely. The statutory rights of action discussed above are in addition to, and without derogation from, any other right or remedy whi ch investors may have at law.
  • 30. Strathvale House, 90 North Church St Grand Cayman Cayman Islands KY1-1201 +1345 926 4209 info@voxroyalty.com www.voxroyalty.com