DYNARESOURCE, INC. 10-K

ITEM 1A. RISK FACTORS Not applicable for smaller reporting companies. ITEM 1B. UNRESO LVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY The Company has adopted processes designed to assess, identify, and manage material risks from cybersecurity threats that are integrated into the Company’s overall risk management system. The Company’s cybersecurity risk management processes are managed by Tuearis Cyber (“Tuearis”) an outside contractor with significant experience and expertise in designing and implementing cybersecurity programs for corporate entities such as the Company. During the year ended December 31, 2023, the Company did not experience any risks from cybersecurity threats that materially affected or were reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition. The Company’s Board of Directors, through its Audit Committee (the “Committee”), working closely with the Company’s corporate governance consultant, provides oversight of risks from cybersecurity threats by monitoring incident-based reports from Tuearis as to the existence and severity of such risks. When risks are identified, the Committee works with the Company’s corporate governance consultant to develop appropriate responses, based on the recommendations of Tuearis. The Company does not have an employee with specific expertise in cybersecurity risk management but relies on Tuearis to provide that expertise. All material cybersecurity risks, incidents, and responses are reported to the Committee as a routine matter. ITEM 2. PR OPERTIES Corporate Headquarters The Company leases office space for its corporate headquarters in Las Colinas, Irving, Texas. In February 2023, the Company entered into a 52-month extension of the original lease from September 2017 and added additional office space. As part of the agreement the new lease term commenced and the Company received four months free rent upon completion of the finish out of the expansion space. The expansion was complete and the Company occupied the office space effective August 1, 2023. The Company makes tiered lease payments on the first of each month. Administrative and Logistics Offices DynaMexico maintains administrative and logistics offices in Guamuchil and Matazalan, Mexico, both of which are under month-to-month payment terms. Mining Project Location The San Jose de Gracia mining project (“SJG Project”) is located on map sheet G13-A81 in the Culiacan mining district of Sinaloa State, Mexico, at Latitude 26 ̊ , 9’ N, Longitude 107 ̊, 53’ W, approximately 120 kilometers east northeast of the coastal city of Los Mochis. The property on which the SJG Project resides, straddles the border separating the Mexican States of Sinaloa and 7 Table of Contents Chihuahua. The SJG Project is located in the south-western portion of the property, and is located entirely within the State of Sinaloa, as shown in the maps below. DynaMexico owns the San Jose de Gracia mineral concessions, which are comprised of 33 distinct concessions covering an aggregate of approximately 9,920 hectares. The concessions are held 100% by DynaMexico and there are no royalty or other interests. The property on which the SJG Project resides is located in and around the village of San Jose de Gracia, approximately 100 km northeast of Guamuchil, on the west side of Mexico. The village of San Jose de Gracia has a small airstrip and can be accessed by a small airplane, or alternatively, by a dirt mountain road. There are roads providing access to the property on which the SJG Project resides. which are accessible throughout the year, with the possible exception of June and July when the rainy season sometimes causes flooding and runoff to make the roads too muddy to navigate. Local Resources and Infrastructure Accommodations The Village of San Jose de Gracia maintains a few stores which offer essential goods and services. The camp site area, which is closer to the mining activities, maintains facilities of twelve rooms with additional lodging available in the village which can accommodate a total of about 225 persons. 8 Table of Contents Power A power line to the San José de Gracia Project has been installed by the Comisión Federal de Electricidad, the only authorized power producer in Mexico. The power line was installed in March 2012 from the La Estancia area of the municipality of Sinaloa de Leyva, a distance of approximately 75 kilometers. The power line is currently 220 volts maximum capacity, which supports domestic use only, including the office and camp facilities at SJG, such as water pump, air conditioning, refrigeration, lights, internet, and fans, as well as local residential use. The SJG Project produces its own diesel-generated power as a backup to the power grid. Offices – Camp Facilities The SJG Project sources many of its supplies from nearby towns, Guamuchil, Los Mochis and Culiacan. There is a satellite dish installed at the SJG Project providing communications from the SJG Project. At the SJG Project, DynaMexico maintains a camp staff, including geologists, field helpers, consultants, security, cooks and cleaners. Most of these employees come from the local community. Mining Concessions The San José de Gracia Property consists of the following 33 contiguous mining concessions which covers an area of approximately 9,920 hectares (24,513 acres): Current Mining Concessions - San José de Gracia Claim Name Claim Number Staking date Expiry Hectares AMPL. SAN NICOLAS 183815 22/11/1988 21/11/2038 17.4234 AMPL. SANTA ROSA 163592 30/10/1978 29/10/2028 25.0000 BUENA VISTA 211087 31/03/2000 30/03/2050 17.9829 EL CASTILLO 214519 02/10/2001 01/10/2051 100.0000 EL REAL 212571 07/11/2000 07/11/2052 2038.0000 EL REAL 2 216301 30/04/2002 29/04/2052 280.1555 FINISTERRE FRACC. A 219001 28/01/2003 27/01/2053 18.7856 FINISTERRE FRACC. B 219002 28/01/2003 27/01/2053 174.2004 GUADALUPE 189470 05/12/1990 04/12/2040 7.0000 LA GRACIA I 215958 02/04/2002 01/04/2052 300.0000 LA GRACIA II 215959 02/04/2002 01/04/2052 230.0000 LA LIBERTAD 172433 15/12/1983 14/12/2033 97.0000 LA NUEVA AURORA 215119 08/02/2002 07/02/2052 89.3021 LA NUEVA ESPERANZA 226289 06/12/2005 05/12/2055 40.0000 LA UNION 176214 26/08/1985 25/08/2035 4.1098 LOS TRES AMIGOS 172216 27/10/1983 26/10/2033 23.0000 MINA GRANDE 163578 10/10/1978 09/10/2028 6.6588 NUEVO ROSARIO 184999 13/12/1989 12/12/2039 32.8781 PIEDRAS DE LUMBRE 2 215556 05/03/2002 04/03/2052 34.8493 PIEDRAS DE LUMBRE 3 218992 28/01/2003 27/01/2053 4.3098 PIEDRAS DE LUMBRE No.4 212349 29/09/2000 28/09/2050 0.2034 PIEDRAS DE LUMBRE UNO 215555 05/03/2002 04/03/2052 40.2754 SAN ANDRES 212143 31/08/2000 30/08/2050 385.0990 SAN JOSÉ 208537 24/11/1998 23/11/2048 27.0000 SAN MIGUEL 183504 26/10/1988 25/10/2038 7.0000 SAN NICOLAS 163913 14/12/1978 13/12/2028 55.5490 SAN SEBASTIAN 184473 08/11/1989 07/11/2039 40.0000 SANTA MARIA 218769 17/01/2003 16/01/2053 4.2030 SANTA ROSA 170557 13/05/1982 12/05/2032 31.4887 SANTO TOMAS 187348 13/08/1986 12/08/2036 312.0000 TRES AMIGOS 2 212142 31/08/2000 30/08/2050 54.4672 FINISTERRE 4 231166 18/01/2008 17/01/2058 2,142.1302 FRANCISCO ARTURO 230494 06/09/2007 27/03/2057 3,279.5600 TOTAL 9,920.0000 9 Table of Contents Title to 32 of the 33 mining concessions is registered in the sole name of DynaMexico. The one exception is the San Miguel concession. For the San Miguel concession, DynaMexico has entered into transfer agreements with the registered owners of 50% of the concession title, and DynaMexico has also entered into promise to sell and purchase agreements with registered owners of the balance of the concession title. Under Mexican law, such agreements require the consent or relinquishment of first rights of refusal from the registered owners of 100% of the concession title, in order to have legal effect and be eligible for registration before the Mines Recorders’ Office. Under amendments to the Mining Act of Mexico that came into effect in December 2006, the classifications of Mining Exploration Concessions and Mining Exploitation Concessions were replaced by a single classification of Mining Concessions valid for a renewable term of 50 years, commencing from the initial issuance date. To be converted into Mining Concessions at the time these amendments came into effect, former mining exploration and mining exploitation concessions had to be in good standing at the time of conversion. All of the SJG concessions were in good standing and consequently were converted to 50-year Mining Concessions in December 2006, at the time the amendments to the Mining Act came into effect. To renew the 50-year term, Mining Concessions must be in good standing at the time an application for renewal is filed, and an application for renewal must be filed within 5 years prior to expiration of the term. To maintain Mining Concessions in good standing, the registered owner must (a) pay bi-annual mining duties in advance, by January 31 and July 31 each year, (b) file assessment work reports by May 30 each year, for the preceding year (some exceptions apply), and (c) by January 31 each year, file statistical reports on exploration / exploitation work conducted for the preceding year. The Company believes it is in good standing regarding all above noted obligations. Notice of Commencement of Production Activities and Annual Production Reports must be filed annually by January 31 each year for those concessions where mineral ore extraction is taking place. As a general provision, registered owners of Mining Concessions must follow environmental and labor laws and regulations in order to maintain their Mining Concessions in good standing. The following claim location map shows the location of each of the concessions and the legend presents various areas of mining and drilling. 10 Table of Contents Surface Rights In addition to the surface rights held by DynaMéxico pursuant to the Mining Act of México and its Regulations ( Ley Minera y su Reglamento ), the Company maintains access and surface rights for the SJG Project pursuant to a 20-year Land Lease Agreement. This lease agreement with the Santa Maria Ejido Community (the owners of the surface rights) is dated January 6, 2014 and continues through 2033. The lease agreement covers an area of 4,399 hectares surrounding the main mineral resource areas of SJG and provides for annual lease payments of $1,359,443 Pesos (adjusted for inflation). The 2023 payment was $4,414,124 pesos (approx. $249,000 USD). The lease agreement provides the Company with surface access to the core resource areas of SJG (4,399 hectares), and allows for all permitted mining, pilot production and exploration activities. Water Concession The Company has secured the Water Rights Concession for the area surrounding SJG. The Director of Water Administration of the National Water Commission of México (CONAGUA) formally certified in writing the rights of DynaMéxico to legally “use”, exploit and extract 1,000,000 cubic meters of water per year from the DynaMéxico extraction infrastructure located within the perimeter of the mining concessions. CONAGUA determined that the DynaMéxico water rights are not subject to any water rights 11 Table of Contents concession or any other water extraction restriction. Water extracted by DynaMéxico will be subject to applicable levies imposed by the Mexican tax authorities in accordance with current Mexican tax laws. The water concession provides sufficient water for current operations, and for the anticipated future needs of the project. The Company recycles water from the tailings pond back through the test milling circuit, then back to the tailings pond. Royalties, Encumbrances and Environmental Liabilities The SJG Property is not subject to any royalties, encumbrances or environmental liabilities. Required Permits for Exploration, Drilling and Mining In respect of permit requirements for mineral exploration and mining in Mexico, the most relevant applicable laws, regulations and official technical norms are the Federal Mining Act (plus its regulations), the Federal Environmental Protection and Ecological Equilibrium Act (plus its regulations), the Federal Sustainable Forestry Development Act (plus its regulations), the Federal Explosives and Firearms Act, the National Waters Act and the Mexican Official Norm 120. To carry out mineral exploration activities, holders of mining concessions in Mexico are required to file at the offices of the Federal Secretariat of the Environment and Natural Resources (“SEMARNAT”) a “Notice of Commencement of Exploration Activities” or “Preventive Exploration Notice” in accordance with the guidelines of the Mexican Official Norm 120 (“NOM- 120”). If contemplated mineral exploration activities fall outside of the guidelines of the NOM-120 (e.g. exploration activities on rain forest areas), a “Change of Soil Use Permit Application” (“CSUP”) is required to be filed at SEMARNAT under the guidelines of the Federal Sustainable Forestry Development Act and its Regulations. To meet the requirements for issuance of a change of soil use permit, the applicant must file (together with the CSUP) a Technical Study (“Technical Justification Study”) to justify the change of soil use from forestry to mining, in order to demonstrate that biodiversity will not be compromised and that there will be no soil erosion or water quality deterioration on completion of the mineral exploration activities. To carry out mining activities in Mexico, holders of mining concessions are required to file an “Environmental Impact Assessment Study” under the guidelines of the Federal Environmental Protection and Ecological Equilibrium Act and its Regulations, in order to evaluate the environmental impact of the contemplated mining activities. If the use of explosives materials is required for execution of mineral exploration or mining activities, an Application for General Permit for Use, Consumption and Storage of Explosive (“GPCSE”) is required to be filed at the offices of the Secretariat of National Defense (“SEDENA”) under the guidelines of the Federal Explosives and Firearms Act. Under the Federal Mining Act, holders of mining concessions in Mexico have the right to the use of the water coming from the mining works. Certification of water rights and/or issuance of water rights concessions are required from the National Water Commission (“CONAGUA”) under the guidelines of the National Waters Act. Fees or Bonding Requirements Necessary To Explore or Mine As a pre-requisite for issuance of a CSUP, Article 118 of the Federal Sustainable Forestry Development Act provides the posting of a bond to the Mexican Forestry Fund for remediation, restoration and reforestation of the areas impacted by the mineral exploration activities. As a pre-requisite for approval of Preventive Exploration Notice and Environmental Impact Assessment Study, the Federal Environmental Protection and Ecological Equilibrium Act and its Regulations require the posting of a bond to guarantee remediation and rehabilitation of the areas impacted by the mining activities. Government Agencies Responsible For Any Applicable Permits SEMARNAT is the office of the Federal Government of Mexico responsible for the review and issuance of a CSUP, the review of a Technical Justification Study and the filing of NOM-120. The Federal Attorney’s Office for the protection of the Environment is the enforcement branch of SEMARNAT responsible for the monitoring and enforcement of environmental laws and regulations. SEDENA is the office responsible for issuance of a GPCSE. CONAGUA is the office responsible for certification of water rights and issuance of water rights concessions. 12 Table of Contents Time Frame to Obtain Any Permit or Approval To Explore or Mine NOM-120 is a notice to SEMARNAT only and has no prescribed processing time. Processing time for review and approval of a CSUP Application and Technical Justification Study varies depending on the workload of the SEMARNAT regional office where application is filed, but a processing time of four months is typical. Processing time for review and approval of an Environmental Impact Assessment Study varies depending on workload of SEMARNAT regional office where application is filed, but a processing time of six months is typical. Processing time for issuance of a GPCSE by SEDENA is approximately six months. Processing time for issuance of a Water Rights Concession by CONAGUA is approximately six months. DynaMexico Permits and Bonding Requirements Exploration Permit: On June 28, 2010, DynaMexico filed a Preventive Exploration Notice (Preventive Exploration Notice) at the office of SEMARNAT in connection with contemplated mineral exploration activities at the La Prieta, San Pablo, La Purísima, La Unión, Tres Amigos and La Ceceña areas of the SJG Project. On July 21, 2010, SEMARNAT approved, for a term of 36 months, the execution of the mineral exploration activities at SJG set out in the Preventive Exploration Notice, as it determined that such activities fall within the framework of the NOM-120, subject to the following conditions: (a) filing and approval by SEMARNAT of a CSUP with respect to SJG (see below), and (b) posting of a bond in the amount of $134,487 Pesos to guarantee remediation and rehabilitation measures following the conclusion of the mineral exploration activities. Change of Soil Use Permit On August 9, 2010, DynaMexico filed at the offices of SEMARNAT a CSUP Application and Technical Justification Study to carry out certain mineral exploration activities set out in the Preventive Exploration Notice approved by SEMARNAT on July 21, 2010 (see above) at the La Prieta, San Pablo, La Purísima, La Unión, Tres Amigos and La Ceceña areas of SJG). On December 20, 2010, SEMARNAT approved the CSUP Application filed by DynaMexico with respect to SJG and authorized DynaMexico the execution of mineral exploration activities on 5.463 hectares of SJG for a term of 36 months, and it is continually renewed as required. Water Rights Certification On March 8, 2012 the Director of Water Administration of CONAGUA certified in writing the rights of DynaMexico to use, exploit and extract 1,000,000 cubic meters of water per year from the Company’s extraction infrastructure located in SJG. CONAGUA determined that DynaMexico’s water rights are not subject to any other water rights concession or any other water extraction restriction. Bonding Requirements Under the CSUP issued to DynaMexico on December 20, 2010, SEMARNAT imposed upon DynaMexico the obligation to post a bond in the amount of $116,911 Pesos for reforestation and remediation measures in SJG. The Company maintains a greenhouse of 20,000 trees which are used in the reforestation efforts as necessary. Under Preventive Exploration Notice (Preventive Exploration Notice) approved by SEMARNAT on July 21, 2010, SEMARNAT imposed upon and DynaMexico complied, the obligation to post a bond in the amount of $134,487 Pesos, to guarantee remediation and rehabilitation measures following the conclusion of the mineral exploration activities. As required by US Generally Accepted Accounting Principles (“US GAAP”) the Company also has an asset retirement obligation recorded as of December 31, 2023 for the net present value of the cost to dismantle and dispose the plant and remove the tailings pond. DynaMexico has sought and obtained all required environmental permits, temporary land occupation rights and consent letters from the regulatory agencies, local municipalities and the State of Sinaloa, in order to conduct its mining, production, exploration and drilling activities on the four main deposit areas at SJG. DynaMexico will be required to obtain further permits in order to conduct drilling in these four areas and the other areas, and in order to carry out future mining, milling, and production activities, and will timely obtain such permits, as and when required. HISTORY OF SAN JOSE DE GRACIA Production at San José de Gracia dates from the 1800’s and totals approximately one million ounces of gold mined from high-grade quartz veins. Large-scale mining in the camp began in 1870 and ended in 1910 with the onset of the Mexican Revolution. The majority of the production came from the Anglo, Rosario and La Cruz Mines on the Purisima Ridge trend, and from the La Prieta 13 Table of Contents Mine on the La Prieta trend (reference Fig. 2). The remainder of the production was derived from as many as 60 smaller mines throughout the 12 square kilometer area, including the Palos Chinos, San Pablo, Tres Amigos, La Ceceña, Los Hilos, Santa Rosa, Veta Tierra, La Union, Santa Eduwiges, La Mochomera and La Parilla Mines. This table presents the historic reported gold production for San Jose de Gracia prior to 1970: Area Gold Production (oz) Gold Grade (g/t) Mined Width (m) Purisma Ridge Trend (includes the Anglo, Rosario, Jesus Maria and Laz Cruz Mines) 471,000 67.0 Unknown La Prieta Trend (La Prieta Mine) 215,000 28.0 1.5 – 3 m Other areas 300,000 Unknown Unknown It was not until the 1970’s when mining could resume at San José de Gracia, when the first road to SJG was opened, allowing Compaňia Rosarito to begin producing gold from the Palos Chinos, San Pablo, Tres Amigos and La Union mines. Recent Ownership of the Property By 1977, the underlying owners of the mining concessions and subsequent vendors to Minera Finisterre SA de CV. (“Finesterre”) succeeded in acquiring control of most of the district, and installed a 70 ton per day flotation concentrator. Finisterre subsequently acquired the property through option agreements with the underlying vendors and continued some exploration work, although most of its financial resources were expended in erecting a larger, 200 ton per day concentrator. Golden Hemlock Explorations Ltd., a Canadian company, obtained an option to acquire majority control of Finisterre and commenced work on the property in 1997. The actual exploration and development work was performed by Perforaciónes Quest de Mexico (“PQM”), which was under contract to Finesterre, and whose efforts consisted primarily of core drilling, trenching and mapping. PQM completed a 63-hole, 6,000-meter core drilling program in 1997. In 1998-1999, Pamicon Developments Ltd., a Canadian company, examined the results of the 1997 drilling program, including PQM’s technical work, in order to calculate possible mineral reserves, and to review the general status of the property. Results of this examination were presented in a report dated September 1999. During the first half of 1999, DynaResource, Inc. and its agents arranged to collect samples for metallurgical testing. In June of 2000, DynaResource formed its subsidiary DynaMexico, in order to acquire and consolidate ownership of the San Jose de Gracia Project. By December 2003, DynaMexico had completed the acquisition of and consolidation of 100% of the San Jose de Gracia Project from Golden Hemlock and Finisterre -- with the sole exception of the San Miguel mining concession. Test Mining Operations The Company has not determined mineral reserves and the test mining program is exploratory in nature. The Company has started extraction in identified areas after analysis of the results from the drilling program that was recommenced in 2021. All mines are underground and the ore is hard rock that needs to be blasted, removed from the mine and taken to the test mill to be crushed and ground before gold concentrate can be extracted. Summary of Test Mining and Pilot Mill Operations for 2018 to 2023: Estimated Total Tonnes Mined & Estimated Reported Mill Feed Grade Estimated Reported Recovery Estimated Gross Gold Concentrates Recovered Estimated Net Gold Concentrates Sold Year Processed (g/t Au) % (Au oz.) (Au oz.) 2018 52,038 9.82 86.11 % 14,147 13,418 2019 66,031 5.81 86.86 % 10,646 9,713 2020 44,218 5.65 87.31 % 7,001 5,828 2021 97,088 9.67 88.79 % 26,728 22,566 2022 137,740 8.18 88.05 % 31,905 25,554 2023 198,518 5.58 76.50 % 27,252 24,829 14 Table of Contents Test pilot operations in 2023 yielded 198,518 tonnes of material, mined and processed from underground test mining activity and pilot milling operations. These test pilot operations also yielded approximately a reported 27,252 gross ounces of gold, and net of dry weight adjustments at the buyer’s facilities of approximately a reported 24,829 ounces of gold. Infrastructure Improvements, Expansion and Increased Output (2017 To 2023) As part of the Company’s test mining activities, the Company continues to upgrade the facilities and the pilot mill. Significant improvements have been made such that the condition of the equipment is new, relatively new or in good condition. The Company has three ball mills of which the two largest are currently running 800 tons per 24-hour day at the end of 2023. The third is currently being used as a regrind mill. The Company continues its exploration at San Jose de Gracía, in order to increase production of gold ounces. Since January 2015 startup of the test mining and milling activities, the Company has increased daily output from an initial 75 tons per 24-hour operating day to a capacity of 800 tons per 24-hour operating day at the end of 2023. Since January 2017, the Company has expended approximately $28.3 million USD in non-recurring costs, generally classified as project improvements and expansion costs which have been expensed in the Company’s financial statements. These funds have been provided primarily from cash flows from operations. Of the approximately $28.3 million in non-recurring costs, the Company has spent the following on facilities expansion: Mill Expansion $ 7,893,000 Tailings Pond Expansion 1,464,000 Machinery and Equipment 3,165,000 Mining Camp Expansion 272,000 Total $ 12,794,000 The Company has spent the following amounts on mine development: Mine Development - San Pablo $ 4,968,000 Mine Expansion - San Pablo East 915,000 Mine Expansion - Tres Amigos 1,599,000 Exploration Drilling 5,000,000 SJG Mining Concessions 2,014,000 Surface Rights and Permitting 1,042,000 Total $ 15,538,000 The Company is currently reporting all costs of test mining operations, project improvements, and project expansion as expenses in accordance with the United States Securities & Exchange Commission requirements for an exploration stage company. The result of expensing all costs is that the Company has accumulated a net loss carry-forward from México operations of $22.0 million USD which is available to offset future taxable earnings. The Company is performing exploration drilling to further define mineralization and in 2023 and 2022 expended $2,514,544 and $2,484,072, respectively, for this drilling. The Company is currently an exploration stage issuer and is reporting all costs of mine operations, improvements, and expansion as expenses in accordance with Section 1300 of Regulation S-K and US GAAP requirements, and therefore the above costs are not reflected as capitalized assets on the Company’s balance sheet. ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY Topography, Physiography, and Vegetation The topography of the San José de Gracia district is generally rugged with elevations varying from 400 meters in the valley bottoms to over 1600 meters in the higher Sierra. A network of small roads and tracks winds around areas nearer the old workings at San José de Gracia. Access to the remainder of the large property at the current stage of development is difficult without the use of horse or helicopter. 15 Table of Contents The SJG Project can be accessed by road, from either the City of Culiacan or the City of Guamuchil. Either route goes through the small town of Sinaloa de Leyva, then from Sinaloa de Leyva by gravel mountainous road to the village of San José de Gracia (population 750), which covers approximately 90 kilometers and is roughly a five-hour trip. The SJG Project can also be accessed by air. A gravel airstrip is located adjacent to the San Jose de Gracia Village. The airstrip is suitable for light aircraft and charter flights of 45 minutes duration are available from the cities of Los Mochis or Culiacan. Much of the labor for mining and production activities of DynaMexico is provided by the local community of SJG. Climate and Operating Season The climate is semi-tropical with a rainy season dominating June and July. For some activities on the SJG project, operations may be suspended during the rainy season. MINERAL PROCESSING AND METALLURGICAL TESTING Bulk Sample, Hazen Process Development Metallurgical Report Ore and existing mill tailings samples were collected prior to DynaMexico’s acquisition and consolidation of San Jose de Gracia. The ore samples consisted of a bulk (about 500 kg) of stockpiled ore from the lower adit of the Tres Amigos mine (intercept of the Tres Amigos and Orange Tree veins). In addition, approximately 100 kg of ore as a bulk sample was taken from the surface at the Gossan Cap area. Three additional ore samples (approximately 5-15 kg each) were assembled from splits of the cores from several of the 1997 drilling program core holes to develop samples representing different ore types for testing. These included: 1) composite drill cores from Palos Chinos, 2) massive sulfide from the Tres Amigos vein and 3) disseminated, nonsurprise mineralized zones at the bottom of several Tres Amigos core holes. The logic was that major exploratory test work to define a metallurgical process would be done on the bulk sample from the adit at Tres Amigos and the other samples would have limited testing done at the selected metallurgical process conditions to verify the performance of the selected metallurgical process circuit on other types of San José mineralization. Finally, several bulk samples (50-100 kg) of existing tailings from the Rosarito mill and the old Rosarito mill were collected and used to conduct flotation, gravity, and limited leachability test work on the tailings.” Samples were shipped to the laboratory of Carbonyx Carbon Technologies in Plano, Texas where in 2000 and 2001 two separate preliminary test programs were conducted, one for the tailings, and the other for a portion of the bulk Tres Amigos ore. The Company developed a concept for the metallurgical processing to produce both gravity and flotation concentrates (rougher and cleaner). The tests confirmed a metallurgical flow sheet to be utilized at San José to recover up to 90% of the feed gold into the concentrates. The above “in-house” testing established a preliminary flowsheet for a mill circuit for processing either primary ore or for reprocessing the existing tailings. Subsequently Hazen Research Laboratories of Golden, Colorado (“Hazen”) was engaged to provide independent verification of the in-house work and carry out additional optimization test work. Lockwood Greene/ Mr. Henderson prepared and verified completion of the scope of work. In summary, various interim reports and the final metallurgical report, the Official Hazen Test Report, (“Hazen Report”)” provided results as follows: a) The initial gravity beneficiation/flotation test work on the Tres Amigos and Gossan Cap bulk ore samples were very encouraging with up to 80% recovery of the feed gold into the gravity concentrates while maintaining a minimum concentrate grade of 100 g Au/t ; b) The existing tailings samples (feed grades of 3 -8 g Au/t) returned similar recovery results, but had to be cleaned to produce a final concentrate with > 100 g Au/t ; c) The overall gold recoveries into the gravity cleaner concentrate still were in excess of 50% of the total feed gold; d) Flotation tests on primary ore samples resulted in recoveries of 85 - 90% of the feed gold into the rougher concentrates, however, recoveries after cleaning (to get > 100 g Au/t grade) dropped to the 65-75% range. A combination circuit of a gravity pre-concentration stage with flotation on the gravity tailings indicated the potential to recover > 90% of the feed gold into the gravity concentrate, the rougher flotation and the cleaner flotation concentrates while maintaining a 100 g Au/t grade in all of the concentrates. EXPLORATION DynaResource uses a multiple phase method of exploration. The initial activity consists of surface mapping and sampling to identify areas of interest. The next phase is detailed mapping and systematic sampling. Mapping and sampling of mine workings are also 16 Table of Contents performed to define potential areas for future work. Geological mapping and samples have been collected in the past and sent for laboratory analysis by the Company. The prospects are then catalogued and prioritized for drilling. Since January 2021, seven areas have been drill-tested. They are: Tres Amigos, La Union, San Pablo, Tepehuaje, La Ceceña, Palos Chinos and La Mochomera. Since 2021, 241 holes for approximately 53,285 meters of diamond drilling has been completed and approximately 33,566 core samples were collected of which approximately 1,175 quality assurance/quality control (“QA/QC”) samples were shipped for laboratory analysis and verification. Exploration and Drilling Protocol The Company’s internal controls are designed to provide reasonable assurance that information and processes utilized in assessing its exploration results and resource estimates are reasonable and in line with industry best practices. These internal controls include QA/QC in the collection, analysis, verification, storage, reporting and use of drillhole, assay, metallurgical and other technical and scientific information, including the following internal control protocols in place for exploration data: • Written procedures and guidelines to support preferred sampling methods and approaches, with periodic compliance reviews of adherence to such written procedures and guidelines; • Maintenance of a complete chain-of-custody, ensuring the traceability and integrity of the samples at all handling stages from collection, transportation, sample preparation and analysis to long-term sample storage; • Geological logs are checked and verified, and there is a physical sign-off to attest to the validation protocol required; • Quality control checks on collar and downhole survey data for errors or significant deviations; • Third-party fully certified labs are used for assays used in public disclosure or resource models; • Appropriate types of quality control samples are inserted into the sample stream at appropriate frequencies to assess analytical data quality; • Regular inspection of analytical and sample preparation facilities by appropriately experienced personnel; • QA/QC data are regularly verified to ensure that outliers, sample mix-ups, contamination, or laboratory biases during the sample preparation and analysis steps are correctly identified, mitigated or remediated. Changes to database entries are required to be documented; • Database upload and verification procedures to ensure the accuracy and integrity of the data being entered into the project database. These are typically performed using software data-checking routines. Changes to database entries are required to be documented. Data are subject to regular backups. Mineral Resource Estimation DynaResource has the following internal control protocols in place for mineral resource estimation: • Prior to use in mineral resource estimation, the selected data to support estimation are downloaded from the database into a project file and reviewed for improbable entries and high values; • Written procedures and guidelines are used to support estimation methods and approaches; • Completion of annual technical statements on each mineral resource estimate by qualified persons. These technical statements include evaluation of modifying and technical factors, incorporate available reconciliation data, and are based on a cashflow analysis; • Internal reviews of block models, mineral resources using a “layered responsibility” approach with qualified person involvement at the site and corporate levels. Development of our mineral resource estimates use tools and processes such as mine design, scheduling and geostatistical tools that conform to industry best practices and are regularly reviewed and reconciled by internal and external parties. There are internal and external audit processes for mineral resource estimation. Mineral resources are estimates that contain inherent risk and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. 17 Table of Contents EXPLORATION PLANS FOR 2024 The Company plans to continue its exploration drilling program with two to six rigs on site. Management and geologists will make decisions based on capital available, the drill results, corporate strategies and market conditions, surface mapping, sampling and target generation. The Company has contracted with a "Qualified Person" within the meaning of subpart 1300 of Regulation S-K and Canadian Standard NI 43-101 to interpret the data collected for a formal Mineral Resource update in 2024. TECHNICAL DISCLOSURE All technical disclosures and resource estimate covering the Company's mineral property was prepared under the supervision of Mr. Francisco M Carranza Sr, CPG-11933, Consulting Geologist for the Company and a "Qualified Person" within the meaning of subpart 1300 of Regulation S-K. The following is a summary and results of the data validation process of the 2023 and 2024 drilling campaigns, as well as an estimation of the resource potential, in the exploration area named La Mochomera, at the San Jose de Gracia Project of Dyna Resources Company. Database The drilling campaign consists of 100 drill holes with description, sampling, and dumped in an excel file, Dyna Resources delivered this information of drill cores, these files have information of geological description, sampling intervals, type of control sample (standard/blank), considering that this is the main source of more original data for the validation. Bureau Veritas Laboratory provided us with access to the original certificates for both the 2023 and 2024 campaigns, the sum of these certificates is a total of 102 certificates, with Au, Ag, and ICP analysis. Only 58 drill holes out of the 100 holes in the database are considered in the modeling of the area's resource potential. These generate continuities in geological and grade continuities. The orientation of the bodies are very similar to the other areas of the San Jose de Gracia district, bodies of mineralized veins, with variable thicknesses, with a general strike of 36° Az, and general strike of -30° of inclination to the NW. La Mochomera has 11 zones of mineralization "veins" parallel, in a train of extension of little more than 400 meters, not all the veins present the same dimensions, but nevertheless it is possible to observe the orientations and similar inclinations. Mineral Resource Estimate for the Mochomera area 2024. Resource estimation was done in MineSight software using kriging with the omni-directional variogram used in the district due to similarity and prior knowledge of previous estimates. To each of the structures was assigned a code, this code in turn was assigned to the blocks and composites belonging to these domains, so that the interpolation is controlled by domains and to control the interpolation Resources were estimated by kriging using data from 2024 and 2023 data. La Mochomera Resources was not classified. Capping used was similar to the previous estimation, no variability was observed at the breakpoint of the probability plot. Au Cut off g/t Tonnes Volume Au ppm Ag ppm Cu pct Pb pct Zn pct AuOz AgOz CuKg Pb Kg Zn Kg 0.2 4,150,533 1,660,213 1.11 2.51 0.04 0.01 0.02 148,138 334,979 2,019,676 415,053 830,107 0.4 2,309,195 923,678 1.78 3.47 0.06 0.01 0.03 132,166 257,650 1,391,988 230,919 692,758 1 1,093,769 437,507 3.07 4.55 0.08 0.02 0.04 107,970 160,021 790,833 218,754 437,507 2 576,958 230,783 4.55 5.66 0.10 0.02 0.05 84,410 105,003 576,958 115,392 288,479 3 354,950 141,980 5.86 6.19 0.12 0.02 0.05 66,881 70,648 425,940 70,990 177,475 Resource Estimate as of December 31, 2022 The following resource information at Tres Amigos and San Pablo were classified as indicated as follows: block they are within 25 m of the nearest sample point and the block was estimated by at least 2 drill holes to be considered the indicated category. The remaining blocks that were interpolated are classified as inferred, La Purisima inferred estimate is provided by DynaResource de 18 Table of Contents Mexico SA de CV. However, for the purpose to elaborate for an official technical report with all the data process and verifications it is essential to validate the QA/QC protocols, field verification of drill sites, drill core, specific gravity procedures, rejects and pulps storage for re-assays if it is required. The following table summarizes the estimated bulk tonnage resource at San Jose de Gracia after the drilling results in 2022: Tres Amigos Indicated Au Cut off g/t Tonnes Au g/t Au Oz Ag g/t Ag Oz Cu% CuKg Pb% PbKg Zn% Zn Kgs. 0.2 7,617,106 1.15 281,634 2.84 695,514 0.051 3,887,771 0.027 2,019,676 0.184 14,042,744 0.4 4,849,964 1.64 255,729 3.36 523,933 0.066 3,180,364 0.029 1,391,988 0.202 9,813,659 1 2,168,925 2.90 202,227 4.90 341,695 0.098 2,118,497 0.036 790,833 0.247 5,361,798 2 977,773 4.73 148,695 6.45 202,766 0.127 1,239,983 0.046 447,497 0.314 3,072,965 3 583,067 6.28 117,727 7.35 137,785 0.140 816,148 0.052 300,443 0.360 2,096,854 Tres Amigos Inferred Au Cut off g/t Tonnes Au g/t Au Oz Ag g/t Ag Oz Cu% CuKg Pb% PbKg Zn% Zn Kgs. 0.2 2,049,678 1.22 80,398 3.85 253,714 0.070 1,443,732 0.027 560,280 0.207 4,249,372 0.4 1,241,112 1.83 73,023 4.76 189,940 0.095 1,174,340 0.034 417,336 0.245 3,042,028 1 630,208 3.00 69,786 6.81 137,984 0.140 880,118 0.049 311,329 0.360 2,265,719 2 321,043 4.54 46,862 8.87 91,555 0.184 589,470 0.048 155,115 0.475 1,526,115 3 187,049 6.05 36,384 10.24 61,582 0.212 396,220 0.047 87,254 0.608 1,137,464 San Pablo - La Union Indicated Au Cut off g/t Tonnes Au g/t Au Oz Ag g/t Ag Oz Cu% CuKg Pb% PbKg Zn% Zn Kgs. 0.2 9,189,220 1.26 372,261 3.66 1,081,329 0.050 4,583,494 0.007 648,024 0.021 1,906,856 0.4 5,254,179 1.99 336,167 4.80 810,856 0.073 3,834,447 0.009 457,425 0.024 1,239,934 1 2,651,248 3.34 284,705 6.67 568,557 0.109 2,882,065 0.013 332,148 0.032 842,354 2 1,478,944 4.86 231,902 8.78 417,488 0.136 2,018,478 0.016 242,695 0.039 583,784 3 936,197 6.26 188,425 10.69 321,768 0.160 1,495,949 0.020 190,928 0.047 440,696 San Pablo - La Union Inferred Au Cut off g/t Tonnes Au g/t Au Oz Ag g/t Ag Oz Cu% CuKg Pb% PbKg Zn% Zn Kgs. 0.20 3,225,681 0.92 95,383 3.16 327,621 0.037 1,208,482 0.005 175,455 0.017 559,966 0.40 1,515,252 1.65 80,383 4.27 208,023 0.058 880,270 0.007 108,477 0.021 317,218 1.00 680,531 2.91 63,371 5.67 124,059 0.084 569,652 0.009 60,424 0.026 178,047 2.00 349,774 4.37 49,144 6.72 75,571 0.105 366,046 0.011 38,947 0.032 111,417 3.00 227,225 5.40 39,450 7.92 57,860 0.115 261,613 0.013 29,889 0.037 84,312 La Purisma Inferred Au Cut off g/t Tonnes Au g/t Au Oz Ag g/t Ag Oz Cu% CuKg Pb% PbKg Zn% Zn Kgs. 0.20 1,902,000 3.62 221,063 4.67 285,578 0.081 1,540,620 0.017 323,340 0.064 1,217,280 0.40 1,900,000 3.62 221,136 4.81 293,830 0.084 1,596,000 0.017 323,000 0.066 1,254,000 1.00 1,766,712 3.83 217,324 4.64 263,732 0.082 1,448,704 0.017 300,341 0.062 1,095,361 2.00 1,119,202 5.30 188,951 5.63 202,732 0.103 1,152,778 0.019 212,648 0.063 705,097 3.00 800,824 6.34 163,239 5.85 150,726 0.114 912,939 0.021 168,173 0.073 584,602 19 Table of Contents The above resource estimate has been prepared using industry standard methods and software in accordance with the necessary requirements in order to calculate a reliable resource estimate. There can be no assurance that there is no overlap of the underground and bulk tonnage resources. There can be no assurance that a full Technical Report commissioned under Canadian Standard NI 43-101 will reflect the same results as those reported above. There can be no assurance that the Company will be able to extract the value of the resources indicated in the table above. In addition to the recent resource estimate described above, in 2012, the Company commissioned a Technical report under Canadian standards NI-43-101 to define resource at San Jose de Gracia which can be viewed in more detail in the Technical report dated December 31, 2012 at https://dynaresource.com/wp-content/uploads/2023/12/2012-dynamexico-sjg-43-101-technical-report-revised-for-tsx-final-123112-1.pdf . The Company expects to update this report in 2024. The following tables summarizes (1) the underground resource reflected in the 2012 Technical report referred to in the preceding paragraph, (2) the amount mining through December 2022, and (3) and the amount of that resource remaining at December 31, 2022: 43-101 UNDERGROUND RESOURCES 2011 ORE GRADE CONTAINED Au Cut off tonnes Au g/t Ag g/t Cu% Pb% Zn% Au oz Ag oz Cu Kgs. Pb Kgs. Zn Kgs. 2.00 6,154,000 5.778 10.697 0.206 0.031 0.171 1,143,000 2,117,000 12,675,000 1,929,000 10,510,000 TOTAL MINING UNTIL DECEMBER 2022 Total Mining 511,750 9.287 3.628 0.059 0.060 0.364 152,802 59,700 299,485 307,333 1,862,021 The above resource estimate has been prepared using industry standard methods and software in accordance with the necessary requirements in order to calculate a reliable resource estimate. The total mining until December 2022 is approximate and subject to the results when an updated full technical report is commissioned. In 2023, an additional 198,516 tons with a reported grade of 5.58 containing 27,252 oz of gold was reported. There can be no assurance that there is no overlap of the underground and bulk tonnage resources. There can be no assurance that a full Technical Report commissioned under Canadian Standard NI 43-101 will reflect the same results. There can be no assurance that the Company will be able to extract the value of the resources indicated in the table(s) above. ITEM 3. LEGA L PROCEEDINGS 2014 Arbitration Proceeding Filed by Goldgroup Resources Inc. On March 14, 2014, Goldgroup Resources, Inc. ("Goldgroup") filed for arbitration in the United States with the American Arbitration Association (“AAA”), seeking monetary and nonmonetary relief under an Earn In/Option Agreement. On August 25, 2016, the AAA issued a ruling in favor of Goldgroup against the Company and DynaMéxico (the “Arbitration Award”). On May 9, 2019, the United States District Court for the District of Colorado (the “Colorado U.S. District Court”) confirmed the Arbitration Award. The Company fulfilled its obligations under the Arbitration Award prior to the beginning of 2023. On March 5, 2024, the Colorado U.S. District Court issued an Order denying requests for additional relief by both the Company and Goldgroup and stating that the case is closed. DynaResource de Mexico SA de CV Legal Update and Disclosure: On March 3, 2023, Goldgroup Resources Inc. (“Goldgroup”) filed a formal notice with the México Federal Legal Authorities, which confirmed Goldgroup’s complete withdrawal of all legal claims in Mexico and under Mexican law against DynaResource de México SA de CV. Goldgroup’s complete legal withdrawal is the result and culmination of 7 years of legal actions undertaken in Mexico by DynaMéxico. Accordingly, all matters before the courts in México with respect to DynaMéxico and Goldgroup Resources Inc. are fully resolved and are no longer subject to appeal. Consequence of the México legal rulings and the Goldgroup legal withdrawal: • The $48,280,808 USD damages award (dated October 05, 2015) in favor of DynaMéxico and against Goldgroup Resources Inc., confirmed by Mexican courts in 2019, is final, conclusive, and enforceable under Mexican law. Goldgroup Resources’ challenges to that award have been fully denied and the damages award is final. • Goldgroup’s challenges to DynaMéxico’s share ownership have also been fully denied and consequently, under Mexican law, Goldgroup owns no shares in DynaMexico. 20 Table of Contents Mercuria Energy Trading S.A vs Mineras de DynaResource S.A. de C.V. In 2020, Mercuria Energy Trading, S.A. (“Mercuria”) initiated an arbitration proceeding against Mineras de DynaResource, S.A. de C.V. (“Mineras”), arising out of the earlier-terminated supply agreement between the parties. In January 2022, the arbitration panel awarded Mercuria the sum of US$1,822,674, plus interest at 2% over the quarterly compounded USD three- month LIBOR rate, from February 2020 forward. In August 2022, the panel also assessed costs of the arbitration proceeding against Mineras, in the aggregate amount of £ 376,232.75. DynaResource has accrued $1,000,000 for the arbitration award and related costs. The Company notes the following: since Mineras is a company of Mexican nationality, under Mexican law Mineras has the right to legally oppose the recognition and enforcement of the award to Mercuria, the assessment of any costs, and any supplemental award. ITEM 4. MINE SAFE TY DISCLOSURES As the Company has no mines located in the United States or any of its territories, the disclosure required by this Item is not applicable. 21 Table of Contents PAR T II