Vox Royalty : MD&A (June 30, 2022)

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Vox Royalty Corp.

Management Discussion & Analysis

For the three and six months ended June 30, 2022

Effective Date

This Management Discussion and Analysis ("MD&A") is prepared as of August 15, 2022. It contains certain forward-looking statements that involve known and unknown risks and uncertainties which are beyond the control of Vox Royalty Corp. ("Vox" or the "Company"). Readers should read the sections of this MD&A entitled "Risk Factors" and "Forward Looking Information". This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022 as well as the audited consolidated financial statements of the Company for the year ended December 31, 2021. The unaudited condensed interim consolidated financial statements for the period ended June 30, 2022 have been prepared in compliance with International Accounting Standard 34, Interim Financial Reporting. The policies applied in the unaudited condensed interim consolidated financial statements are based on International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board.

Management is responsible for the preparation of the consolidated financial statements and this MD&A. All dollar figures in this MD&A are expressed in United States dollars, unless stated otherwise.

Table of Contents

Effective Date .........................................................................................................................................................................................			2
Table of Contents ...................................................................................................................................................................................			2
Overview ................................................................................................................................................................................................				3
Highlights for the Three and Six Months Periods Ended June 30, 2022 .................................................................................................		3
Outlook for the Second Half of 2022.......................................................................................................................................................			7
Asset Portfolio ........................................................................................................................................................................................			7
Summary of Quarterly Results..............................................................................................................................................................			10
Liquidity and Capital Resources ...........................................................................................................................................................			12
Off-Balance Sheet Arrangements .........................................................................................................................................................			13
Commitments and Contingencies .........................................................................................................................................................			13
Related Party Transactions ..................................................................................................................................................................			13
Changes in Accounting Policies ...........................................................................................................................................................			14
Recent Accounting Pronouncements....................................................................................................................................................			14
Outstanding Share Data .......................................................................................................................................................................			14
Critical Accounting Judgements and Estimates ....................................................................................................................................			14
Financial Instruments ...........................................................................................................................................................................			14
Internal Controls Over Financial Reporting ...........................................................................................................................................			16
Risks and Uncertainties ........................................................................................................................................................................			17
Forward-Looking Information................................................................................................................................................................			23
Third-Party Market and Technical Information ......................................................................................................................................			24
Abbreviations Used in This Report
	Abbreviated Definitions
Periods Under Review	Interest Types	Currencies
Q2 2022	The three-month period ended June 30, 2022	"NSR"	Net smelter return royalty	"$"	United States dollars
Q1 2022	The three-month period ended March 31, 2022	"GRR"	Gross revenue royalty	"A$"	Australian dollars
Q4 2021	The three-month period ended December 31, 2021	"FC"	Free carry	"C$" Canadian dollars
Q3 2021	The three-month period ended September 30, 2021	"PR"	Production royalty
Q2 2021	The three-month period ended June 30, 2021	"GPR"	Gross proceeds royalty
Q1 2021	The three-month period ended March 31, 2021	"GSR"	Gross sales royalty
Q4 2020	The three-month period ended December 31, 2020	"FOB"	Free on board
Q3 2020	The three-month period ended September 30, 2020

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Vox Royalty Corp.

Management Discussion & Analysis

For the three and six months ended June 30, 2022

Overview

Vox is a mining royalty company focused on building a portfolio of royalties across a diverse mix of precious metals assets. Vox has a unique mandate to opportunistically acquire royalties on quality assets at attractive prices over a diverse portfolio of underlying hard rock commodities including precious metals, base and battery metals as well as certain bulk commodities. Precious metals assets currently make up over 70% of the assets underlying the Company's royalties by royalty count.

The Company was established in 2014 and has since built unique intellectual property, a technically focused transactional team and a global sourcing network which has allowed Vox to target the highest return on invested capital in the mining royalty sector. Since the beginning of 2019, Vox has announced over 20 separate transactions to acquire over 50 royalties.

The Company's common shares trade on the TSX Venture Exchange under the ticker symbol "VOX", and on the OTCQX under the symbol "VOXCF".

Further information on Vox can be found at www.voxroyalty.comand on SEDAR at www.sedar.com.
The following table shows the Company's asset count as of the date of this MD&A:
Asset stage	Current
Producing	6
Development(1)	23
Exploration	30
Total	59

1. Development assets include the following: mining study completed (Preliminary Economic Assessment ("PEA") / Pre-Feasibility Study / feasibility), construction, care & maintenance, toll-treatment, based on public filings.

Highlights for the Three and Six Months Periods Ended June 30, 2022

Financial and Operating

• Record Q2 royalty revenue receipts of $3,165,030. Revenue receipts were allocated $1,750,754 to the income statement and $1,414,276 capitalized as a reduction to the acquisition purchase price of the Wonmunna royalty, covering the period April 1, 2022 to May 25, 2022 (the pre-acquisition period);
• Record Q2 2022 recognized revenues of $1,750,754 and year-to-date revenues of $3,221,773 for the six months ended June 30, 2022;
• Record gross profit of $1,444,878 and $2,609,171 for the three and six months ended June 30, 2022;
• Increased producing royalty asset count to six during the quarter, with inaugural revenues received from the Wonmunna royalty, an uncapped 1.25% to 1.50% GRR (>A$100/t iron ore);
• Completed the acquisition of six royalties during Q2 2022, including the producing Wonmunna royalty asset;
• Achieved full payback on Segilola gold royalty purchase price of C$900,000 during the quarter, within 6 months of first royalty receipt;
• Strong balance sheet position at quarter end, including:

• 1. Cash and accounts receivable of $4,747,167; o Working capital of $2,916,911;
     o Total assets of $39,805,541; and
• Purchased and cancelled 70,100 common shares pursuant to the Company's normal course issuer bid ("NCIB"), during the six months ended June 30, 2022.

Royalty Acquisitions

On April 27, 2022, Vox completed the acquisition of a portfolio of two royalties from a private South African registered company (the "SA Vendor"). The royalties include a 1.0% gross receipts royalty over the Dwaalkop Project and a 0.704% gross receipts royalty over the Messina Project, which collectively cover the full extent of the Limpopo PGM Project ("Limpopo"). The upfront consideration issued to the SA Vendor was C$1,500,000, settled by the issuance of 409,500 common shares of the Company. The Company will make additional cash payments or issue additional common shares (at Vox's sole election) of up to C$8,900,000 upon achievement of certain production milestones at Limpopo.

On May 26, 2022, Vox completed the acquisition of a producing royalty over the Wonmunna iron ore mine from a private company. The royalty is a 1.25% to 1.50% sliding scale GRR, with 1.25% payable when the benchmark 62% iron ore price is below A$100/t and 1.50% GRR payable when the benchmark 62% iron ore price is above A$100/t. Notwithstanding the acquisition date of the royalty, all royalty payments due and payable to the holder of the royalty are for the benefit of Vox commencing April 1, 2022. Royalty revenues earned for the period April 1, 2022 to May 25, 2022 have been netted against the carrying amount of the corresponding royalty asset in the

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Vox Royalty Corp.

Management Discussion & Analysis

For the three and six months ended June 30, 2022

Company's Q2 2022 consolidated financial statements and subsequent to May 25, 2022, recorded as royalty revenue on the income statement. The consideration paid on closing was as follows:

• Cash $4,050,000 (inclusive of a $50,000 deposit paid prior to closing);
• 4,350,000 common shares;
• 3,600,000 common share purchase warrants with an exercise price of C$4.50 and an expiry date of March 25, 2024; and
• In addition, there was a holdback amount of $700,000 (recorded as restricted cash) that becomes due and payable following the completion of certain conditions for a period up to December 31, 2024.

On June 3, 2022, Vox completed the acquisition of two royalties from an individual prospector residing in Canada, along with any personal rights held to a third potential royalty. The royalties include a 1.0% NSR royalty over part of the Goldlund Project in Ontario, an effective 0.60% NSR royalty over the Beschefer Project in Quebec, and any personal rights held to a 1.50% NSR royalty over the Gold River deposit in Ontario. The upfront consideration paid to the individual prospector was a cash payment of C$100,000. The Company will make additional cash payments or issue additional common shares (at Vox's sole election), subject to the satisfaction of certain conditions, as follows: C$500,000 or issue up to a maximum of 184,399 common shares in September 2022, C$700,000 or issue up to a maximum of 258,159 common shares in January 2023 and C$500,000 or issue up to a maximum of 184,399 common shares in December 2023 .

On June 9, 2022, Vox acquired all of Terrace Gold's (a subsidiary of Nuheara Limited) rights and interests in an agreement with Lumina Copper S.A.C, which includes the right to receive the El Molino royalty. The upfront consideration issued to Nuheara Limited was $50,000, settled by the issuance of 17,959 common shares of the Company. A further payment of $450,000 is payable in cash, following the registration of the El Molino royalty rights on the applicable mining title in Peru and the satisfaction of other customary completion conditions.

Development of Royalty Assets

During the quarter ended June 30, 2022, the Company's operating partners continued to explore, develop, and expand the projects underlying the Company's royalty assets.

Key development news for Q2 2022 is summarized as follows:

• On April 18, 2022, Gold Standard Ventures Corp. ("GSV") announced that the first stage exploration program for 2022 includes approximately 5,700 meters of reverse-circulation and core drilling over 20 holes with drilling scheduled to start in May 2022. Based on the results of the first stage exploration program, GSV intends to develop a second stage exploration program to be completed in the fall and winter of 2022.
• On April 19, 2022, Black Cat Syndicate Limited ("Black Cat") announced that it entered into binding agreements to acquire 100% of the Coyote and Paulsens gold operations from Northern Star Resources Limited ("Northern Star") for total consideration of up to A$44.5M (cash, stock and contingent deferred cash), which Vox holds a 0.75% GRR (>250koz cumulative production) over the Merlin gold deposit, and a 1.75% GRR (>250koz cumulative production hurdle that is combined with the Ashburton gold royalty) over the Electric Dingo gold deposit.
• On April 21, 2022, Black Cat included in its investor presentation that it is undertaking a tender to mine and toll-treat the fully approved royalty-linked Myhree open pit deposit with interested toll milling partners around Kalgoorlie. If acceptable toll milling terms are agreed, Black Cat will mine Myhree during 2022/2023.
• On April 21, 2022, Jangada Mines plc ("Jangada") announced that it has updated the Pitombeiras technical report, which supersedes the PEA published in 2021. The updated technical report includes the titanium component of the project and provides for the following updated results:
  o 100.3% post-tax IRR;
  o $96.5 million post-tax Net Present Value ("NPV") at an 8% discount rate; o All-in capital expenditures totaling $18.5 million;
  o Post-tax payback time of 13 months;
  o Approximately 9 year Life of Mine ("LOM") based on the current estimated minable resource of 5.5Mt, producing total
  forecast contained metal tonnages of 1.74Mt Fe / V2O5 and 66kt TiO2; o $415 million total gross revenue, applicable to Vox's 1% NSR; and
  o Exploration potential to increase LOM remains open.
• On April 27, 2022 and May 3, 2022, Northern Star announced preparation for open pit mining operations at the Otto Bore deposit have commenced, confirmed by open pit pre-stripping observed by Vox management via satellite imagery, and all required environment studies have been completed and relevant vegetation clearance, dewatering permit have been granted. The Mining Proposal has been approved, however it will be revised and resubmitted to accommodate extension of the new reserve pit.
• On May 16, 2022, Develop Global Limited ("Develop") announced exceptional final results from the A$10M drilling program and that a resource update for Sulphur Springs is scheduled for release in the September 2022 quarter.
• On May 25, 2022, Tartisan Nickel Corp. ("Tartisan") announced that it has commenced construction on an all-season road into the Kenbridge nickel-copper project and that it has received the necessary work permit from the Ministry of Northern

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Vox Royalty Corp.

Management Discussion & Analysis

For the three and six months ended June 30, 2022

Development, Mines, Natural Resources and Forestry to conduct the road maintenance and all necessary upgrades, including brushing, ditching, graveling and installing culverts.

• On June 10, 2022, Black Cat announced that reverse circulation ("RC") drilling at Myhree has commenced to complete the remaining 50% of grade control drilling over the upper 50m of the ore reserve, with the program expected to be completed in June 2022. Once completed, all pre-development drilling at Myhree will be completed. This will allow mining to commence either as part of a toll treatment arrangement or as the first open pit to be development once the Kal East processing facility is constructed.
• On June 13, 2022, GSV, operator of the South Railroad gold project, announced that they have entered into a definitive agreement with Orla Mining Ltd., whereby Orla Mining Ltd. will acquire all of the issued and outstanding shares of GSV by way of a court-approved plan of arrangement.
• On June 28, 2022, Silver Mines Limited ("Silver Mines") announced that drilling has resumed at the Barabolar silver-lead-zinc project. The initial program of 2,000 metres to be completed by the end of the September quarter, is the first modern exploration in the area.
• On June 29, 2022, Kalamazoo Resources Limited ("Kalamazoo") announced that planning is underway for an extensive Phase III exploration drilling program to commence in the second half of 2022.
• On June 29, 2022, Mineral Resources Limited announced that it received approval for the amended Wonmunna Mining Proposal that was submitted in February 2022 to the Western Australian Environmental Protection Authority to expand the annual maximum production rate at Wonmunna from 10Mtpa to 13.5Mtpa.

Subsequent to the end of Q2 2022, the following key development news flow was released:

• In its July 5, 2022 presentation, Genesis Minerals Limited ("Genesis") disclosed that it has received firm commitments to raise up to A$100M, with proceeds to include funding of the development of Ulysses gold project.
• On July 8, 2022, the Binduli North heap leach project was officially opened at a ceremony organized by Norton Gold Fields, a subsidiary of Zijin Mining Group Co., Ltd. ("Zijin") and attended by the Western Australian Government.
• On July 11, 2022, Brightstar Resources Limited ("Brightstar") announced that 12 holes were drilled for 1,278m at the Alpha
  West target to test for opportunities to mine a shallow open pit where previous anomalous drilling had been recorded. According to Brightstar, historic drilling has shown indications of near surface mineralisation that may support a small open pit in this area 800m north-west of the current open pit and provide a second access to deeper mineralisation should it be confirmed as an opportunity for underground mining in the future.
• On July 12, 2022, Tartisan announced the completion of a positive PEA for the Kenbridge nickel project. Highlights of the PEA include:
  o 9-year mine plan based on 1,500 tonne per day underground mining and processing operation;
  o Measured and Indicated Mineral Resources represent 3,508,000 tonnes at 0.70% Ni, 0.35% Cu and 0.01% Co (54 Mlb Ni, 27 Mlb Cu);
  o Inferred Mineral Resources represent 1,013,000 tonnes at 1.21% Ni, 0.56% Cu and 0.01% Co (27 Mlb Ni, 13 Mlb Cu; o USD metal prices used in the PEA were $10/lb Ni, $4/lb Cu and $26/lb Co;
  o LOM revenues from net smelter returns are estimated at $837M; o LOM operating costs are estimated at $292M;
  o LOM capital costs are estimated at $227M and include pre-production capital costs of $134M; o After-tax NPV is estimated at $109M using a 5% discount rate; and
  o After-tax Internal Rate of Return ("IRR") is 20%.
• On July 13, 2022, Corazon Mining Limited provided an update on activities at the Lynn Lake nickel-copper-cobalt project, which included mining study results that are expected in Q3 2022.
• On July 14, 2022, Silver Mines reported that drilling had returned the deepest, high-grade intercept of silver at the Bowdens Project from a vertical depth of 415 metres in the Bundarra Zone and that the underground mineral resource estimate is expected to be finalized by H&S Consultants in the current quarter.
• On July 20, 2022, Northern Star announced that:

1. Open pit mining continues with D Zone pre-strip(non-royalty linked at Thunderbox mine) and the installation of key

infrastructure at Otto Bore to support open pit mining operation (royalty-linked); and

• 1. 12% of the groups growth CAPEX in fiscal year 2023 of A$650M is to be spent on the Yandal hub for the completion of the Thunderbox mill expansion which is on track and on budget for commissioning and ramp up in the first half of 2023, establishment of the Otto Bore mine, and a new tailings dam.
• On July 21, 2022, Quantum Graphite Limited announced that it received commitments from sophisticated investors to raise approximately A$4M. The funds will include being used to expand the Uley 2 definitive feasibility study from the existing production capacity of 55,000tpa to a target capacity of approximately 95,000tpa.

Key earlier development news for the first quarter of 2022 is summarized as follows:

• On January 18, 2022, Silver Mines announced that it has four drill rigs on site continuing a 30,000m diamond drilling program. The results from this drilling program will form the basis for a mineral resource estimate as part of a Scoping Study of underground mining scenarios.

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