Streamex Corp (NASDAQ: STEX) takes 9.9% Empress Royalty stake via share swap

Rhea-AI Filing Summary

Streamex Corp. entered into a Share Purchase Agreement with Terra Capital Natural Resources Fund Pty Ltd on December 11, 2025 to acquire a 9.9% equity interest in Empress Royalty Corp. Streamex is acquiring 12,671,297 shares of Empress common stock in exchange for issuing 2,443,750 shares of its own common stock at an implied price of US$5.00 per STEX share.

The exchange values the transaction at C$17,106,251.62, or US$12,218,751.00 in aggregate. Streamex explains that the deal gives it direct exposure to Empress’ portfolio of gold and silver royalty and streaming assets, supporting its strategy of expanding into real-world, yield-generating commodity assets alongside regulated digital asset infrastructure. The share issuance was an unregistered sale of equity securities with no underwriters or placement agents involved.

Insights

Equity capital markets and strategy analyst

Streamex uses stock to buy a 9.9% stake in a gold and silver royalty company, adding commodity exposure while diluting shareholders by new share issuance.

Streamex Corp. is acquiring a 9.9% equity interest in Empress Royalty Corp. by issuing 2,443,750 shares of its own common stock to Terra Capital Natural Resources Fund Pty Ltd. In return, Streamex receives 12,671,297 Empress shares, with the exchange based on an implied price of US$5.00 per STEX share and an aggregate value of C$17,106,251.62, or US$12,218,751.00.

The company states that this structure gives it direct exposure to Empress’ portfolio of gold and silver royalty and streaming assets, aligning with a strategy to expand into real-world, yield-generating commodity assets and connect them with regulated digital asset infrastructure. This shifts part of Streamex’s value toward commodity-linked cash flows and introduces dependence on Empress’ asset performance and royalty pipeline.

The issuance is reported as an unregistered sale of equity securities with no underwriters or placement agents, indicating a negotiated stock-for-stock transaction rather than a marketed offering. The impact on existing shareholders will depend on how the additional Streamex shares compare with total shares outstanding and on the long-term performance of the Empress royalty portfolio as disclosed in future company communications.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

STREAMEX CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38659		26-4333375
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

2431 Aloma Avenue, Suite 243

Winter Park, Florida 32792

(Address of principal executive offices)

  90025

(Zip Code)

(203) 409-5444

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.001 per share		STEX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On December 11, 2025, Streamex Corp. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Terra Capital Natural Resources Fund Pty Ltd. (“Purchaser”) pursuant to which the Company acquired a 9.9% equity interest in Empress Royalty Corp. (“Empress”). Pursuant to the Purchase Agreement, the Company acquired 12,671,297 shares of common stock of Empress from Purchaser in exchange for 2,443,750 shares of common stock of the Company, par value $0.001 per share (“Common Stock”), at an implied price of US$5.00 per STEX share for an aggregate value of C$17,106,251.62, resulting in an aggregate transaction value of US$12,218,751.00.

The transaction is structured to provide the Company with direct exposure to Empress’ portfolio of gold and silver royalty and streaming assets, which aligns with the Company’s strategy to expand into real-world, yield-generating commodity assets and supports its broader mission of integrating traditional commodities with regulated digital asset infrastructure. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Purchase Agreement, the Company issued 2,443,750 shares of Common Stock to Purchaser in exchange for 12,671,297 shares of Empress common stock held by Purchaser. The consideration was determined based on the aggregate value of the securities exchanged, as set forth in the Purchase Agreement.

No underwriters or placement agents were involved in the transaction.

Item 8.01 Other Information

On December 11, 2025, the Company issued a press release announcing entry into the Purchase Agreement.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Share Purchase Agreement dated December 11, 2025 between Streamex Corp and Terra Capital Natural Resources Fund Pty Ltd.
99.1		Press Release dated December 11, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2025

	STREAMEX CORP.
	By:	/s/ Karl Henry McPhie
	Name:	Karl Henry McPhie
	Title:	Chief Executive Officer

FAQ

What transaction did Streamex Corp. announce with Empress Royalty Corp?

Streamex Corp. entered into a Share Purchase Agreement with Terra Capital Natural Resources Fund Pty Ltd under which it acquired a 9.9% equity interest in Empress Royalty Corp. by exchanging Streamex common stock for shares of Empress common stock.

How many Streamex (STEX) shares were issued in the Empress Royalty deal and at what implied price?

Streamex issued 2,443,750 shares of its common stock to the purchaser at an implied price of US$5.00 per STEX share as consideration for the Empress Royalty Corp. shares.

What is the total value of Streamex Corp.’s 9.9% stake in Empress Royalty Corp?

The aggregate value of the securities exchanged is stated as C$17,106,251.62, resulting in an aggregate transaction value of US$12,218,751.00 for Streamex’s 9.9% equity interest in Empress Royalty Corp.

How many Empress Royalty Corp shares did Streamex receive in this transaction?

Streamex acquired 12,671,297 shares of Empress Royalty Corp common stock from Terra Capital Natural Resources Fund Pty Ltd in exchange for its own common shares.

Why is Streamex Corp acquiring a stake in Empress Royalty Corp?

Streamex explains that the transaction provides direct exposure to Empress’ portfolio of gold and silver royalty and streaming assets, supporting its strategy to expand into real-world, yield-generating commodity assets and integrate traditional commodities with regulated digital asset infrastructure.

Was the Streamex share issuance in this deal a registered offering with underwriters?

No. Streamex reports the issuance of 2,443,750 shares of its common stock as an unregistered sale of equity securities under Item 3.02, and states that no underwriters or placement agents were involved in the transaction.

When was the Share Purchase Agreement involving Streamex Corp and Terra Capital signed?

The Share Purchase Agreement between Streamex Corp. and Terra Capital Natural Resources Fund Pty Ltd was entered into on December 11, 2025.