Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the Cayman Islands.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the Regulation) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF VOX ROYALTY CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of Vox Royalty Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares). As of June 15, 2020, 32,142,569 Common Shares were issued and outstanding. All of the issued and outstanding Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the TSXV) under the symbol "VOX".

3. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue into the Cayman Islands under the Companies Law (2020 Revision), as amended (the Companies Law).

4. The Companies Law permits foreign jurisdiction corporations to continue under the laws of the Cayman Islands.

5. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act) and the securities legislation in each of the provinces of Canada (together with the Act, the Legislation) and will remain a reporting issuer in these jurisdictions following the Continuance.

6. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

7. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.

8. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

9. The Commission is the principal regulator of the Applicant and will remain the Applicant's principal regulator following the Continuance.

10. The common shares of the Applicant will continue to be listed on the TSXV following the Continuance.

11. A summary of the material provisions respecting the Continuance was provided to the shareholders of the Applicant in the management information circular of the Applicant dated February 26, 2020 (the Circular) in respect of the Applicant's annual and special meeting held on March 26, 2020 (the Meeting). The Circular was mailed to shareholders of record at the close of business on March 5, 2020 and was filed on the System for Electronic Document Analysis and Retrieval (SEDAR) on March 5, 2020.

12. The Circular included the reasons for the Continuance and its implications. The Circular also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

13. The board of directors of the Applicant (the Board) has submitted that the principal reason for the Continuance is to harmonize the legal and financial infrastructure of the Applicant with its wholly owned subsidiary, SilverStream SEZC, a Special Economic Zone Company incorporated in the Cayman Islands. The Board believes that the Continuance complements the Applicant's business plan of seeking diverse investment opportunities across many geographies, including emerging markets, and that being organized under the laws of the Cayman Islands may facilitate the Applicant's access to international financial sources.

14. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.087% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

15. The material rights, duties and obligations of a corporation governed by the Companies Law are substantially similar to those of a corporation governed by the OBCA.

16. Following the Continuance, the Applicant's name will remain "Vox Royalty Corp."

17. Following the Continuance, the Applicant's head office will be relocated to Grand Cayman, Cayman Islands.

18. As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the Undertaking) to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Exhibit "A" thereto (the Submission to Jurisdiction Form) with the Commission through SEDAR promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix A.

19. Upon receipt of the consent to continue from the Commission, the Applicant will apply to the Registrar of Companies in the Cayman Islands to continue under the Companies Law, with a planned effective date of June 30, 2020.

20. Subsection 4(b) of the Regulation requires the application for continuance be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the Continuance of the Applicant under the Companies Law.

DATED at Toronto, Ontario this 26th day of June 2020.

"Cecilia Williams"
"Mary Anne De Monte-Whelan"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission

Appendix "A"

UNDERTAKING

To:

Ontario Securities Commission

Re: Undertaking of Vox Royalty Corp. (the "Corporation") in connection with the continuance of the Corporation from Ontario to the Cayman Islands (the "Continuance")

The Corporation hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" (the "Form") substantially in the form of Exhibit "A" attached hereto with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the Continuance. The Corporation further undertakes that it will maintain and update the information contained in the Form, or furnish a new Form, in accordance with the provisions contained therein.

Dated this 16th day of June, 2020

VOX ROYALTY CORP.
Per: ____________________
Pascal Attard, Chief Financial Officer

Exhibit "A"

Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

1. Name of issuer (the "Issuer"):

Vox Royalty Corp.

2. Jurisdiction of incorporation, or equivalent, of Issuer:

Cayman Islands

_____________________

3. Address of principal place of business of Issuer:

Level 5, Strathvale House
Cayman Enterprise City
90 North Church St
Grand Cayman
Cayman Islands
KY1 1003

4. Description of securities (the "Securities"):

Common Shares

5. Name of agent for service of process (the "Agent"):

McCarthy Tétrault LLP

6. Address for service of process of Agent in Canada (the address may be anywhere in Canada):

66 Wellington Street West
Suite 5300, TD Bank Tower Box 48
Toronto ON M5K 1E6
Canada

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring the Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the securities have been distributed; and

(b) any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

11. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of Ontario.

Dated:

____________________

Signature of Issuer

____________________

Print name and title of signing officer of Issuer

AGENT

The undersigned accepts the appointment as agent for service of process of Vox Royalty Corp. under the terms and conditions of the appointment of agent for service of process stated above.

Dated:

Signature of Agent

____________________

Print name of person signing and, if Agent is

not an individual, the title of the person