What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 183 added, 162 removed, 219 unchanged (61% of the section changed)

2 unchanged sentences

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2023.

This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer and our financial consultant who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to them.

This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer and our financial consultant who concluded that our disclosure controls and procedures are effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to them.

The evaluation did not include a 404A assessment.

1 unchanged sentence

78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

7 unchanged sentences

Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OT HER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXEC UTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has a code of business conduct and ethics that applies to all employees, officers and directors.

The code of business conduct and ethics includes the Company’s insider trading policies and procedures, which are reasonably designed to promote compliance with insider trading laws, rules and regulations.

The code of business conduct and ethics is available on our website at www.dynaresource.com and we will post any amendments to, or waivers from, the code of ethics on that website.

The following table lists the names and ages of the executive officers, directors and key consultants of the Company.

The following table lists the names and ages of the executive officers and directors of the Company as of December 31, 2023.

The directors will continue to serve until the next annual shareholders meeting, or until their successors are elected and qualified.

All officers serve at the discretion of the President, Chairman of the Board of Directors, and members of the Board of Directors.

All officers serve at the discretion of the Board of Directors and Chief Executive Officer.

(“K.D.”) Diepholz

Chairman of The Board

Chairman of The Board of Directors

Las Colinas Blvd

CEO/President; CFO;

Suite 1910 N.

Chief Executive Officer, President, Acting Chief

Suite 1910 North Tower

Financial Officer and Treasurer

Irving, Texas 75039

Jose Vargas Lugo (1)

Director of Operations - México, President - México

Director of Operations - México

Enrique Dunant Y5 de Mayo #963

1 unchanged sentence

Guamuchil, Sin CP 81460

Independent Director

General Manager at San Jose de Gracía

Sierra Grande #134

Fraccionamiento Lomas de

Mazatlán, Sinaloa 82110

Independent Director, Chairman of the Compensation

December 2016

1 unchanged sentence

Suite 1901 North Tower

Irving, Texas 75039

Independent Director, Chairman of the Audit Committee

Las Colinas Blvd.

and Chairman of the Nominating Committee

Suite 1910 North Tower

Independent Director

December 2016

Las Colinas Blvd.

Suite 1910 North Tower

Irving, Texas 75039

Ronald Vail (1)

Independent Director

1 unchanged sentence

Suite 1910 North Tower

Vice President – Investor Relations

7618 Straits Lane

Rowlett, Texas 75088

General Manager at San Jose de Gracía

Sierra Grande #134

Fraccionamiento Lomas de

Mazatlán, Sinaloa 82110

Praxedis Martinez

Senior Consultant – Plant Operations

Sierra Grande #134

Fraccionamiento Lomas de Mazatlán, Sinaloa 82110

Praxedis Martinez

Irving, Texas 75039

(1) Effective February 16, 2024, the Company appointed Dr.

Quinton Hennigh and Mr.

Brent Omland as Directors to the Board of Directors of the Company;

and the Company accepted the resignations of Dr.

Jose Vargas Lugo and Mr.

Ronald Vail from the Company’s Board of Directors in order to make the two board seats available.

Vargas Lugo will remain in his position with the Company as Director of Operations – Mexico, and Mr.

Vail became a non-voting Board observer.

(“K.D.”) Diepholz.

6 unchanged sentences

Diepholz has been instrumental to the Company in the negotiations of the following:

the acquisition of 24.9% Net Profits Interest in the San José de Gracía in 1995; the acquisition of an additional 25% interest in San José de Gracía in 1998; the acquisition and consolidation of 100% of the rights to the San José de Gracía from prior owners, culminating in March 2000; the acquisition and consolidation of several outstanding Concessions at the San José de Gracía from previous Mexican owners during 2000- 2003; the direction and management of the test mining and pilot mill operations at San José de Gracía during 2003-2006; the negotiation of the Stock Purchase/Earn In Agreement in 2006; the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013; the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception.

the acquisition of 24.9% Net Profits Interest in the San José de Gracía in 1995; the acquisition of an additional 25% interest in San José de Gracía in

1998; the acquisition and consolidation of 100% of the rights to the San José de Gracía from prior owners, culminating in March 2000; the acquisition and consolidation of several outstanding Concessions at the San José de Gracía from previous Mexican owners during 2000- 2003; the direction and management of the test mining and pilot mill operations at San José de Gracía during 2003-2006; the negotiation of the Stock Purchase/Earn In Agreement in 2006; the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013; the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception.

In addition to his roles with the Company, Mr.

12 unchanged sentences

Mladosich speaks fluent Spanish and English and has studied French under the French Embassy Program in Mexico..

Mladosich was named General Manager at SJG in January 2016 – June 2017, and again in October 2019.

Jose Vargas Lugo .

16 unchanged sentences

Wasserman has been employed with the Ohio Attorney General office, as Special Counsel and with Ohio Bureau of Unemployment, as Hearing Officer; and as a Former Acting Judge, Maumee, Ohio Municipal Court Past Toledo Ohio Exchange Club Member (President).

Wasserman was selected one of Jaycees Top Ten Young men of Toledo, Ohio; was Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective October 1, 1979 published in Midwest Business Administration Association; was an Expert witness in real estate mandamus case:

Wasserman was selected one of Jaycees Top Ten Young men of Toledo, Ohio; was Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code published in Midwest Business Administration Association; was an Expert witness in real estate mandamus case:

Lucas County Common Pleas Court, State ex rel Ad Hoc Committee of Waterville Citizens for Initiative and Referendum Petitions, Etc., Realtor vs.

10 unchanged sentences

He holds dual citizenship in the US and EU.

Rose is a 2011 graduate of Texas Christian University in Fort Worth, Texas and is a Partner at Cross Tie Capital, Ltd, a Texas family investment office.

Rose’s focus is primarily on alternative assets.

Rose is a Partner at Cross Tie Capital, Ltd, a Texas family investment office with a focus on alternative assets.

Through this role, Mr.

Rose serves in various operating roles of Cross Tie’s portfolio companies, including COO of Horton World Solutions, a thermoplastic composites manufacturing company, and Managing Partner of KMO Burger, LLC, a quick-serve restaurant holding company.

Rose serves in various operating roles of Cross Tie’s portfolio companies, including Chief Operating Officer of Horton World Solutions, a thermoplastic composites manufacturing company, and Managing Partner of KMO Burger, LLC, a quick-serve restaurant holding company.

He is also responsible for investment origination, asset management and disposition oversight of Cross Tie’s holdings.

1 unchanged sentence

He is also a member of the firm’s investment committee.

Rose is a graduate of Texas Christian University in Fort Worth, Texas.

Rose is the appointee to the Board of Directors by Golden Post, LLC., the holder of the Series C convertible preferred shares.

Key Employees and Consultants

Praxedis Martinez (Senior Engineer – Advisor)

UNIVERSIDAD DE GUANAJUATO, Guanajuato, Gto.

Mine Engineer and metallurgist.

Graduate School:

Escuela de Graduados en Administración INSTITUTO TECNOLÓGICO Y DE ESTUDIOS SUPERIORES DE MONTERREY, México, D.F.

Company CÍA Minera La Campana, S.A.

, Reforma Mine.

Peñoles; Engineering Department Assistant; Dec.

1970; Shift Foreman, March 1969- Dec.

1971; Supervision of mine exploration and development works such as tunnels, crosscuts and raise shafts; Stope preparation works, Stope exploitation; Mercurio Mexicano, SA.

De C.V., Tiro General mine Superintendent, January 1972- Dec.

1972, Responsible for the operation of Tiro General Mine;

Servicios Industriales Peñoles, Briquetting plant Construction and other construction works inside the lead smelter of Met – Mex Peñoles in Torreon, Resident engineer, January 1973- December 1973; Responsible for supervising several contractor’s works.

Praxedis Martinez Ramos Company, Mining and ore sales, ore concentration and concentrates sales.

Mine plant equipment fabrication.

Metallurgical consulting and laboratory testing.

Mineral Perlite expansion, January 1974 – July 1993, which during this time, in society with Mr.

José Luis Martínez, exploited 6 different mines located in Zacatecas, Durango, and Coahuila States.

In one of them, his company operated a flotation plant.

In some of these mines the ore was sold as extracted to the Met-Mex Peñoles Smelter in Torreón; from some other mines the ore would be concentrated in custom flotation plants and the concentrates then sold to the Smelter; and in other cases, the ore was concentrated in the company’s own plant, a small shop for Mine Plant Equipment was started and operated, a Mineral Perlite expansion furnace was set up, and continued working until Dec.

Desarrollos Mineros del Centro, SA.

De CV., Luismin, Metallurgical Research Manager, August 1993 – January 1998, Responsible for the Research Area, which included the following laboratories:

Assay, Water analysis, Metallurgical, Pilot Plant, Biotechnology, Tests were done in Flotation, Bottle roll cyanidation, Column Cyanidation Acid leach, Filtration, Thickening, Gold diagnostic leach, Mass balance, Work index (Wi) determination, Equipment calculation, Statistical analysis of plant operation, Ore Bio-oxidation, Ore Bioleaching.

The Biotechnology testing was done in cooperation with Little Bear and McClelland Labs, and with Dr.

Corale Bryerley as consultant.

Praxedis Martinez Ramon, Mineral Perlite expansion, Metallurgical consulting, February 1998 – December 2004.

During this period, Mr.

Martinez continued to operate the Perlite expansion furnace.

Also, metallurgical consulting to several miners and mining Companies including Minas de San Luis;

Servicios Administrativos Luismin, SA de CV., Metallurgical troubleshooting in the Goldcorp Mexico plants, New projects metallurgical research design and supervision, January 2005 – June 2008, Part of the Technical Services Direction team, reporting to the Metallurgical manager.

SGS, Durango Laboratory, Planning and supervising test work for the different clients’ projects in Mexico, July 2008 – June 2013, together with the heads of the different section of the lab, examining the samples of ore that needed testing different of routine work.

La Salle University (ULSA), in the Laguna region, teaching in the mining and construction career, August 2013 to date.

Praxedis Martinez Ramos, Private mining and metallurgical consulting, July 2013 to date.

Consulting to Mineras de DynaResource SA de CV., since May 2017 to date, mainly in the plant expansion project at San Jose de Gracía.

– Shareholder Relations).

Attended University of Texas, Austin, Texas; Marketing Department of Metagram, Inc., a Dallas National Marketing Company; Regional Manager for Lugar, Lynch, & Associates, A Dallas Financial Services Company, Involved in Sales & Marketing of Various Investment Products; Independent Marketing Consultant; Series 22 & 63 Securities License; Vice President / Marketing - Dynacap Group Ltd.

(1992 - Present); Director:

Farm Partners, Inc.

(1992 - Present), Vice President – Investor Relations - DynaResource, Inc., Dallas, Texas (1995 to present).

Ronald Vail .

Vail graduated from the University of Toledo with degrees in Commercial Studies and Business Administration.

While at the University he participated in student government.

He started working for United Parcel Service the week before he started at the University and was there for nearly 40 years.

He held hourly positions as a loader/unloaded and delivery driver before going into management.

Vail held positions in Human Resources to include Employment, Safety, and Benefits.

He later became Employment Manager and then Human Resource Manager in two UPS Districts.

In the early 1980’s he transferred to a Divisional Operations Manager.

Assignments included major Sorting Facilities Divisions, an over-the-road FE, and then several delivery operations.

Vail taught UPS National Schools and was on loan to The Southern Christian Leadership Conference for five weeks.

He went on to coordinate UPS’s Management by Commitment (MBC) method of managing used by all functions and levels of management in the organization.

He held this position for several years both Regionally and Nationally and coordinated teams around the country working on Service, Cost, and Production concerns.

Vail was VP of Vail Products, a specialty hospital bed business the family developed, built, and distributed out of Toledo.

Since retiring in 2002, Mr.

Vail devotes time to The University of Toledo fund-raising, and mentoring student athletes.

Quinton Hennigh.

Hennigh is an exploration geologist with 33 years’ experience, predominantly in the gold industry.

He holds a M.Sc.

in geology and geochemistry from the Colorado School of Mines.

Early in his career, he explored for gold for major mining companies including Homestake Mining Company, Newcrest Mining Ltd., and Newmont Mining Corporation.

Beginning in 2007, Dr.

Hennigh shifted focus to the junior mining space where he has worked for several successful gold explorers, notably Gold Canyon Resources where he led the discovery of the 5.2 million ounce Springpole gold deposit, Ontario.

Currently, Dr.

Hennigh is Technical and Geologic Director to Crescat Capital and is CEO of private miner, San Cristobal Mining.

On February 19, 2024, the Company issued 400,000 stock option awards to Mr.

Hennigh at an exercise price of $5.00 per share, with such options vesting in 25% increments on each of the first four anniversaries of the date of the award.

Brent Omland.

Omland is a mining executive with 20 years of experience in the mining and metals trading industry.

Omland is a graduate of the University of British Columbia and a Canadian CPA.

Omland has also worked in finance roles for Teck Resources and in senior finance roles for an integrated lead mining and smelting group based in Australia (Ivernia/Enirgi Metals).

He also serves on the Board of Directors for Dore Copper Mining Corp, Galantas Gold Corporation and Nicola Mining Inc., all listed on the TSX-v.

Omland was elected pursuant to the terms of the Stock Purchase Agreement (the "Stock Purchase Agreement”) dated August 2, 2023, by and between the Company and Ocean Partners Holdings Limited ("Ocean Partners”) filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 10, 2023, which is incorporated herein by reference.

Omland is the co-CEO of Ocean Partners, which purchases gold produced by the Company pursuant to that certain Gold Concentrate Purchase Agreement dated February 1, 2021, as amended (the "Offtake Agreement”), by and between the Company’s affiliate, DynaResource de Mexico, SA de CV, and an affiliate of Ocean Partners, MK Metal Trading Mexico SA de CV, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 10, 2023, which is incorporated herein by reference.

In 2023, Ocean Partners paid the Company $35.3 million under the Offtake Agreement.

Involvement in Certain Legal Proceedings

To the knowledge of the Company, none of the events specified in Regulation S-K, Item 401(f), has occurred during the past 10 years that are material to an evaluation of the ability or integrity of any director, executive officer, or person nominated to become a director or executive officer of the Company.

EXECUTIVE COMPENSATION

The following officers received the following compensation for the years ended December 31, 2022, and 2021.

These officers(*) do not have employment contracts with the Company.

EXEC UTIVE COMPENSATION

The following officers earned the following compensation for the years ended December 31, 2023 and 2022:

Name and Principal Position

All Other Compensation

Total Compensation

Market Value of Shares Not Vested

(“K.D.”) Diepholz

CEO/President

Jose Vargas Lugo; EVP.,

President of México Operation

GM of San Jose de Gracía Project

VP., Investor Relations

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

CEO and President

Jose Vargas Lugo

Director of Operations - Mexico

GM of SJG Project

(1) The CEO’s bonus for the year ended December 31, 2023 is to be determined at an upcoming meeting of the Compensation Committee and will be reported on Form 8-K.

(2 ) Compensation amounts paid to these executives were denominated in pesos and therefore varies from his employment agreement due to exchange rate differences.

(3) Represents payroll tax paid on behalf of the recipient in lieu of bonus.

(4) 2023 bonuses have been approved by the compensation committee to the paid in 2024.

In December 2022, the Compensation Committee approved restricted stock awards to employees, directors and consultants of the Company.

The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each years on December 31 for the next three years, subject to resignation or termination provisions.

None of the officers have employment agreements with the Company.

Each of the above named executive officers signed three-year employment agreements with the Company in July 2023 with customary terms and change of control provisions.

The following directors received the following compensation for the years ended December 31, 2023 and 2022:

Name of Director

Compensation *

Total compensation

Market Value of Shares Not Vested

* Payments made for services

Independent Director

Ronald Vail (1)

Independent Director

Vail was appointed to the board of directors in April 2023 and his compensation was prorated for his length of service in 2023.

Beginning in calendar year 2023 at the recommendation of an outside valuation consultant, the Compensation Committee approved cash compensation to the non-employee directors of $100,000 per year for service on the Company’s Board of Directors and all committees thereof.

As of December 31, 2023 there was $25,000 in annual board compensation accrued but not paid for each of the independent directors.

Stock Issued to Officers and Directors

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

The Compensation Committee approved restricted stock awards to employees, directors and consultants of the Company.

The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 28 for the next three years, subject to resignation or termination provisions.

The awards totaled 1,500,000 shares of which 1,175,000 were awarded to officers and/or directors.

Officers and directors received the following stock as compensation during the year ended December 31, 2022:

The Compensation Committee approved stock awards to employees, directors and consultants of the Company.

The stock awards approved, issued and vested 25% immediately and the remainder vest 25% each year on December 28 for the next three years, subject to resignation or termination provisions.

Officers and directors received the following restricted stock during the year ended December 31, 2022.

No stock was issued for compensation during the year ended December 31, 2023.

Name of Officer/Director

Number of Restricted

Common Stock Shares

Koy W (“K.D.”) Diephotz

700,000 shares of Common Stock

225,000 shares of Common Stock

Jose Vargas Lugo

100,000 shares of Common Stock

John Wasserman

75,000 shares of Common Stock

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 31 for the next three years, subject to resignation or termination provisions.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is comprised of three independent directors:

Dale Petrini, John C.

Wasserman, and Phillip Rose.

None of the Compensation Committee members has ever been an officer or employee of the Company or had any relationship requiring disclosure under any paragraph of Reg.

S-K, Item 404.

The following presents the market value of outstanding equity awards for the Company’s named executive officers as of December 31, 2023:

Name of Named Executive Officer

Unvested Shares

Outstanding Equity Awards

at December 31, 2023

Koy W (“K.D.”) Diephotz

Restricted Stock

Jose Vargas Lugo

Restricted Stock

Board Committees

Although the Company is not a listed issuer and therefore not subject to the requirements pertaining to audit and compensation committees in Exchange Act Rules 10A-3 and 10C-1, the Company has established the following three committees of its Board of Directors:

• Audit Committee.

The Company’s Audit Committee Charter requires the Audit Committee to consist of at least three directors, all of whom are determined by the Board of Directors to be “independent” under the definition adopted by NASDAQ.

The Company’s Audit Committee, as of December 31, 2023, consisted of independent directors Phillip Rose (Chair), Dale Petrini, Ronald Vail and John Wasserman.

• Compensation Committee .

The Company’s Compensation Committee Charter requires the Compensation Committee to consist of at least three directors, all of whom are determined by the Board of Directors to be “independent” under the definition adopted by NASDAQ.

The Company’s Compensation Committee, as of December 31, 2023, consisted of independent directors Dale Petrini (Chair), Phillip Rose, Ronald Vail and John Wasserman.

• Nominating Committee.

The Company’s Nominating Committee Charter requires the Nominating Committee to consist of at least three directors, all of whom are determined by the Board of Directors to be “independent” under the definition adopted by NASDAQ, plus K.D.

Diepholz for as long as he serves as the Company’s CEO.

The Company’s Audit Committee, as of December 31, 2023, consisted of independent directors Phillip Rose (Chair), Dale Petrini, Ronald Vail, and John Wasserman, and K.D.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

2 unchanged sentences

Beneficial Owner

Shares (1) (2)

Shares Beneficially Owned

Percent of Outstanding

(“K.D.”) Diepholz

Las Colinas Blvd.

Chairman / CEO

Suite 1910 North Tower

Irving, Texas 75039

Gareth Nichol

Denver, Colorado

Jose Vargas Lugo

Plutarco Elías Calles 47

EVP, Director

Guamúchil Sin.

Hermosillo, Sonora México

EVP; Director

Las Colinas Blvd.

VP., Investor Relations

Suite 1910 North Tower

Irving, Texas 75039

Waterville, Ohio 43566

Houston, Texas 77027

Westlake, Texas

All Officers, Directors and Beneficial owners as a Group holders)

Does Not Include (i) 1,734,992 shares of common stock issuable upon the conversion of 1,734,992 shares of Series C Convertible Preferred Stock, which are currently convertible.

Does not include 760,000 shares of common stock issuable upon the conversion of 760,000 share of Series D Convertible Preferred Stock, which is currently convertible.

Does not include 892,165 shares of common stock issuable upon the exercise of a cashless warrant which is exercisable.

Rose is a Director of the Company, elected by the holder of the Series C Preferred Shares.

No officer or director holds options which are either (a) vested or (b) will vest within 60 days.

OPTIONS/WARRANTS

The officers and directors and those 5% beneficial owners held the following options/warrants as of December 31, 2022:

Equity Compensation Plan Information.

The only equity compensation plans the Company has in effect are certain stock awards that the Compensation Committee approved for employees, directors, and consultants of the Issuer as performance-based compensation.

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

A summary of the restricted stock awards follows:

All Officers, Directors and Beneficial Owners as a group (9 persons)

(1) Does not include 1,734,992 shares of common stock issuable upon the conversion of 1,734,992 shares of Series C Senior Convertible Preferred Stock, which are currently convertible or 783,976 shares of common stock issuable upon the exercise of a cashless warrant which is currently exercisable.

(2) Does not include 500,000 shares of common stock issuable upon the conversion of 500,000 shares of Series D Senior Convertible Preferred Stock, which are currently convertible.

(3) Does not include 50,000 shares of common stock issuable upon the conversion of 50,000 shares of Series D Senior Convertible Preferred Stock, which are currently convertible..

(4) Does not include 100,000 shares of common stock issuable upon the conversion of 100,000 shares of Series D Senior Convertible Preferred Stock, which are currently convertible or 62,718 shares of common stock issuable upon the exercise of a cashless warrant which is currently exercisable.

Equity Compensation Plans

As of December 31, 2023, the Company has a restricted stock award plan that the Compensation Committee approved in 2022 for employees, directors, and consultants of the Company.

Plan Category

2 unchanged sentences

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation not approved by security holders

PREFERRED SHARES (SERIES A)

Preferred Series

Beneficial Owner

Preferred Shares

Percent Ownership

Diepholz, CEO

1303 Regency Court

Southlake, Texas76092

2022 Equity Compensation Plan (Approved by security holders in 2023 annual meeting)

On February 19, 2024, the Board of Directors approved the DynaResource, Inc.

2024 Equity Incentive Plan (the “Plan”), which the Company intends to submit for stockholder approval at the 2024 annual meeting of stockholders.

Pursuant to the Plan, the Company may issue various types of equity incentives, including stock options, restricted stock, and stock appreciation rights, to employees, directors, and consultants.

The Plan has a term of 10 years and provides for the issuance of no more than an aggregate 2,700,000 shares of common stock over the life of the Plan.

The Plan is administered by the Compensation Committee of the Board of Directors.

PREFERRED SHARES (SERIES C)

1 unchanged sentence

Beneficial Owner

Preferred Shares

Percent Ownership

Golden Post Rail LLC

4 unchanged sentences

Beneficial Owner

Preferred Shares

Percent Ownership

Dale Petrini.

Houston, TX 77027

Gareth Nichol

5 Greenridge Rd

Village Co 80111

5 Greenwood Rd

Greenwood Village, CO 80111

6766 Pine Circle Toledo, OH 43617

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Dynacap Group Ltd.

The Company paid $184,583 and $285,999 to Dynacap Group, Ltd.

an entity formerly controlled by the CEO of the Company, for consulting and other fees during the years ended December 31, 2022 and 2021, respectively.

Director Independence.

The Board of Directors has determined that Dale Petrini, Phillip Rose, and John Wasserman are independent directors under the definition adopted by NASDAQ in its listing rules.

The Board of Directors has determined that Dale Petrini, Phillip Rose, John Wasserman and Ronald Vail are independent directors under the definition adopted by NASDAQ in its listing rules.

Quinton Hennigh and Brent Omland, who were appointed as Directors to the Board of Directors of the Company on February 16, 2024 are also determined to be independent directors under the definition adopted by NASDAQ.

The Company is not aware of any other material relationships or related transactions between the Company and any officers, directors or holders of more than five percent of any class of outstanding securities of the issuer.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is Armanino LLP, San Ramon, CA, Auditor Firm ID:

Our independent registered public accounting firm is Davidson & Company LLP, Vancouver, BC , Auditor Firm ID:

(1) Audit Fees

4 unchanged sentences

(5) Audit Committee Policies and Procedures

The Company’s compensation committee serves as the audit committee.

The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of the Company’s independent auditor to perform audit services, as well as permissible non-audit services.

AUDIT SERVICES:

The terms and fees for the Company’s annual audit are subject to the specific pre-approval of the Audit Committee.

Audit services include the annual financial statement audit, required quarterly reviews, subsidiary audits and other procedures required to be performed by the auditor to form an opinion on our financial statements, and such other procedures including information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control.

Other audit services may also include statutory audits or financial audits for subsidiaries and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or used in connection with securities offerings.

AUDIT RELATED SERVICES:

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.

Audit-related services are subject to the specific pre-approval of the Audit Committee.

Audit-related services include, among others, due diligence services relating to potential business acquisitions/dispositions;

accounting consultations relating to accounting, financial reporting or disclosure matters not classified as audit services;

assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities;

financial audits of employee benefit plans;

agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters;

and assistance with internal control reporting requirements.

TAX SERVICES :

Tax services are subject to the specific pre-approval of the Audit Committee.

The Audit Committee will not approve the retention of the independent auditor in connection with a transaction the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

ALL OTHER SERVICES:

Pre-approval by the Audit Committee is required for those permissible non-audit services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Not applicable.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND F INANCIAL STATEMENT SCHEDULES

The exhibits listed in the accompanying exhibit index are filed (except as otherwise indicated) as part of this report.

48 unchanged sentences

Voting and Support Agreement, dated as of May 6, 2015, between the Company and Certain Purchasers (incorporated by reference from the Current Report on Form 8-K filed with the SEC on May 8, 2015, Exhibit 10.2, File No.

Note Purchase Agreement (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 10.1.

Note Purchase Agreement (incorporated by reference from the Current Report on Form 8-K filed with the SEC on July 2, 2015, Exhibit 10.1.

Gold Concentrate Purchase Agreement dated 1 February 2021 with reference OPUK.SP90731, by and between MK Metal Trading Mexico SA de CV and Mineras de DynaResource SA de CV

Multi-Party Agreement, dated as of April 19, 2023 by and among DynaResource, Inc., Golden Post Rail, LLC, MKR 2022 Grantor Retained Annuity Trust, and Koy W.

(“K.D.”) Diepholz (incorporated by reference to Form 8-K dated April 26, 2023).

Amendment Agreement dated as of August 2, 2023 by and between DynaResource Inc.

and MK Metal Trading México de CV (incorporated by reference to Form 8-K dated August 10, 2023).

Stock Purchase Agreement dated as of August 2, 2023 by and between DynaResource, Inc.

and Ocean Partners UK Limited.

(incorporated by reference to Form 8-K dated August 10, 2023).

DynaResource, Inc.

2024 Equity Incentive Plan

Form of Non-Qualified Stock Option Agreement

Letter regarding change in Registrant’s Certifying Accountant (incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 18, 2017, Exhibit 16.1, File No.

1 unchanged sentence

List of subsidiaries of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 21, File No.

Consent of Armanino LLP, Independent Registered Public Accounting Firm

Consent of Davidson & Company LLP, Independent Registered Accounting Firm

Consent of Armanino LLP, Independent Registered Public Accounting

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Koy W.

11 unchanged sentences

DynaResource, Inc.

April 17, 2023 By:

April 15, 2024

(“K.D.”) Diepholz

9 unchanged sentences

/s/ Phillip Rose

/s/ Ronald Vail

April 15, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures