STOCK TITAN

Form 3: Frank Giustra Discloses 17.19M Exchangeable Shares in Streamex (STEX)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

The filing is an initial Form 3 by Frank Giustra reporting indirect beneficial ownership in Streamex Corp. (STEX). Mr. Giustra beneficially holds 17,193,640 Exchangeable Shares that are exchangeable into Common Stock of the issuer. Approximately 5.01% of the Exchangeable Shares are currently exchangeable into Common Stock, with the remaining Exchangeable Shares becoming exchangeable upon a pending stockholder approval expected within 60 days. Nasdaq rules limit exchanges to 19.9% of outstanding Common Stock until stockholder approval is obtained.

Positive

  • Transparent disclosure of insider holdings by a director via Form 3
  • Precise quantification of the exchangeable position: 17,193,640 Exchangeable Shares
  • Clear statement that only ~5.01% of Exchangeable Shares are currently exchangeable absent stockholder approval

Negative

  • Potential dilution if remaining Exchangeable Shares are approved for conversion into Common Stock
  • Conversion constraint due to Nasdaq rule limiting exchanges to 19.9% of outstanding Common Stock until shareholder approval

Insights

TL;DR: Director discloses sizable indirect stake via exchangeable shares; shareholder approval and Nasdaq limits constrain immediate conversion.

This Form 3 shows a director-level insider holding exchangeable shares rather than direct common stock, creating a two-step ownership that depends on internal and shareholder approvals. The filing clarifies that ~5.01% of the Exchangeable Shares can currently convert and that further conversion is subject to a shareholder vote and a Nasdaq-imposed 19.9% cap. For governance, that means potential future dilution and voting-power shifts are contingent on the upcoming approval process documented in the filing.

TL;DR: Initial insider disclosure of 17.19M exchangeable shares is neutral but notable for potential future share issuance.

From a securities perspective, the report is a routine Section 16 disclosure but highlights a non-standard instrument: Exchangeable Shares held indirectly through controlled entities and a trust. The filing specifies the absence of an expiration date for the Exchangeable Shares and quantifies holdings precisely, which informs capitalization and potential future supply of common shares pending the disclosed shareholder approval.

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
GIUSTRA FRANK

(Last) (First) (Middle)
17 CHESTER ROW

(Street)
LONDON, X0 SW1W 9JF

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2025
3. Issuer Name and Ticker or Trading Symbol
Streamex Corp. [ STEX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable Shares(1) (1) (1) Common Stock 17,193,640(1)(2) (1) I(2) I(2)
Explanation of Responses:
1. Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer that may be issued from time to time upon the exchange, retraction, or redemption of exchangeable shares of BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly owned subsidiary of the Issuer (the "Exchangeable Shares"). Currently, approximately 5.01% of the Exchangeable Shares are exchangeable for Common Stock, with the remainder becoming exchangeable upon stockholder approval, which is expected within 60 days. Pursuant to applicable rules of the Nasdaq Stock Market, the aggregate number of Exchangeable Shares that may be exchanged for Common Stock may not exceed 19.9% of the total outstanding Common Stock until such issuance is approved by the Issuer's stockholders. The Exchangeable Shares do not have an expiration date.
2. Consists of (i) 16,170,209 Exchangeable Shares indirectly held by the Reporting Person through Avanico Limited, an entity controlled by the Reporting Person and (ii) 1,023,431 Exchangeable Shares held by the Reporting Person through the Frank Giustra 2018 Trust.
/s/ Giustra Frank 09/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 3 and which company does it concern (ticker)?

Frank Giustra filed the Form 3 reporting beneficial ownership in Streamex Corp. (STEX).

How many exchangeable shares does the reporting person beneficially own?

The filing reports beneficial ownership of 17,193,640 Exchangeable Shares.

What portion of the Exchangeable Shares are currently exchangeable into common stock?

Approximately 5.01% of the Exchangeable Shares are currently exchangeable into Common Stock; the remainder requires stockholder approval.

Are there limits on how many Exchangeable Shares can be converted immediately?

Yes. Under Nasdaq rules, exchanges may not exceed 19.9% of outstanding Common Stock until approved by the issuer's stockholders.

Through what entities are the Exchangeable Shares held?

The filing states holdings are indirect: 16,170,209 Exchangeable Shares via Avanico Limited and 1,023,431 via the Frank Giustra 2018 Trust.
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