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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 | ||
| 99.1 | ||
| 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 | |
Exhibit 10.1
Exhibit 99.1
Streamex Corp. (NASDAQ: STEX) Acquires 9.9% Strategic Equity Stake in Royalty and Streaming Firm Empress Royalty Corp. Through a Premium Priced Share-for-Share Transaction at US$5.00 STEX with a Leading Institutional Investment Firm
LOS ANGELES, CA – December 11, 2025 — Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a leader in institutional-grade tokenization and real-world asset infrastructure, today announced that it has acquired a 9.9% equity interest in Empress Royalty Corp. (“Empress”) (TSXV: EMPR) through a strategic share purchase from Terra Capital Natural Resources Fund Pty Ltd. (“Terra Capital”), a prominent institutional investor.
Under the executed Share Purchase Agreement, Streamex acquired 12,671,297 common shares of Empress in exchange for 2,443,750 restricted common shares of Streamex at a US$5.00 STEX share price, representing a premium to the current market price of STEX and an aggregate transaction value equal to US$12,218,751.
Why This Transaction Matters for Streamex
Positive Deal Structure Completed at a Premium to Market
Executing the transaction at a premium STEX share price with a leading institutional investment firm further establishes demand for STEX stock with the exchange set at a US$5.00 share price following the previous equity financing which occurred in August 2025 at US$3.90 for US$15,023,381.
Strategic Expansion into Royalty & Streaming Assets
Empress Royalty is a pure-play precious metals royalty and streaming company with a diversified global portfolio spanning producing, development-stage, and exploration-stage assets. Its focus on gold and silver royalties and streams aligns directly with Streamex long-term strategy of enhancing exposure to real-world, yield-generating commodity assets, royalties and streams.
Alignment With Streamex’s Mission
This strategic investment supports Streamex’s broader vision to integrate royalties and streams with modern, regulated on-chain digital infrastructure, accelerating the adoption of real-world asset tokenization across global markets.
Executive Commentary
Jeremy Bond, CEO of Terra Capital Natural Resources Fund Pty Ltd., commented:
“We are very pleased to complete this transaction and to align Terra Capital with the Streamex team. Streamex is building one of the most forward-thinking platforms in the real-world asset space, and we believe their vision for bringing commodity-backed assets into modern financial infrastructure is both compelling and timely. This transaction represents a strong outcome for our fund, and we are excited to be long-term partners alongside Streamex as they continue to grow their footprint in the commodities and tokenization sectors.”
Henry McPhie, CEO of Streamex, said:
“Securing a 9.9% strategic position in Empress Royalty Corp. is an important milestone for Streamex as we advance our mission to expand deeply into the commodities space. Empress’s portfolio gives us direct exposure to real, cash-flowing precious-metal assets that complement our broader strategy of building institutional pathways for tokenized commodity markets. This investment strengthens our foundation as we continue developing regulated, on-chain infrastructure for a new generation of asset-backed financial products across gold, silver, royalties and streams.”
About Streamex Corp. (NASDAQ: STEX)
Streamex Corp. is a vertically integrated technology and infrastructure company focused on the tokenization and digitalization of real-world assets. Streamex provides institutional-grade solutions that bring traditional commodities and financial assets on-chain through secure, regulated, and yield-bearing instruments. The Company is committed to delivering transparent, scalable, and compliant digital-asset solutions that bridge the gap between traditional finance and blockchain-enabled markets.
For more information, visit www.streamex.com or follow the company on X @Streamex
About Terra Capital Natural Resources Fund Pty Ltd.
Founded in 2010, Terra Capital is an Australian based specialist investment manager for wholesale and sophisticated investors. Based in Sydney, the firm has established itself as one of the best performing Fund managers in Australia. Terra Capital has a proven track record of performance.
For more information, visit www.terracapital.com.au
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Streamex’s strategic investment in Empress Royalty Corp.; expected benefits from the acquisition; Streamex’s plans for expanding exposure to real-world assets; and the Company’s long-term strategy in digital asset infrastructure and commodity tokenization. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those projected.
Such risks include, but are not limited to, fluctuations in the price of precious metals which could impact the value of the investment; market demand for digital securities and tokenized assets; regulatory developments; geopolitical factors; technological challenges; and other factors described in Streamex’s filings with the U.S. Securities and Exchange Commission. Streamex undertakes no obligation to update forward-looking statements except as required by law.
Press & Investor Relations
Adele Carey – Alliance Advisors Investor Relations
IR@streamex.com | acarey@allianceadvisors.com
Henry McPhie
Chief Executive Officer, Streamex Corp.
contact@streamex.com | www.streamex.com | X.com/streamex