What changed in this filing

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Item 1. Business

2026-04-02 compared with 2025-04-07 · 45 added, 48 removed, 65 unchanged (59% of the section changed)

1 unchanged sentence

DynaResource, Inc.

operates its 100% owned San Jose de Gracia producing gold mine in México.

The Company is a minerals investment, management, and exploration company, focused on the advancement of precious metals assets in México.

The Company was originally incorporated in the State of California on September 28, 1937, under the name West Coast Mines, Inc.

In November 1998, the Company re-domiciled from California to Delaware and changed its name to DynaResource, Inc.

Our common stock is traded on the OTCQX, the top tier of the OTC Markets Group under the symbol “DYNR”.

DynaUSA owns 100% of the outstanding shares of DynaResource de México, S.A.

(“DynaMexico”) which owns 100% of the mining concessions, equipment, camp and related facilities which comprise the San Jose de Gracia mining project.

We have one wholly owned subsidiary in the USA, DynaMéxico US Holding LLC (“US Holding”) and four in Mexico, DynaResource de Mexico S.A.

(“DynaMéxico”), Mineras de DynaResource S.A.

(“DynaMineras”), DynaResource Operaciones, S.A.

(the "Company” or "DynaResource”) was organized on September 28, 1937, as a California corporation under the name of West Coast Mines, Inc.

In 1998, the Company re-domiciled to Delaware and changed its name to DynaResource, Inc.

The Company, including its subsidiaries, is in the business of acquiring, investing in, and developing precious metal properties, and the production and sale of precious metals.

As of December 31, 2025, the Company had one wholly owned subsidiary in the United States, DynaMéxico US Holding, LLC ("US Holding”) and four wholly owned subsidiaries in Mexico, DynaResource de México, S.A.

("DynaMéxico”), Mineras de DynaResources S.A.

("DynaMineras”), DynaResource Operaciones de San José de Gracia S.A.

("DynaOperaciones”), and Minera de Alica S.A.

de C.V.(“DynaAlica”), collectively referred to as “the Company”.

Although we consider the four Mexican subsidiaries to be wholly owned, each has issued one qualifying share to a second shareholder as required under Mexican law, with such qualifying shares held by US Holding.

The Company currently conducts exploration, project developments, and site based processing activities at the San Jose de Gracia Property (“SJG”), in northern Sinaloa State, México.

The end use product resulting from the Company’s site-based processing activities at SJG is in the form of gold-silver concentrate.

("DynaAlica”).

Although the Company considers the four Mexican subsidiaries to be wholly owned, each has issued one qualifying share to a second shareholder as required under Mexican law, with such qualifying shares held by US Holding.

DynaMéxico owns a portfolio of mining concessions that currently comprises its interest in the San José de Gracia mine ("SJG”) in northern Sinaloa State, México.

The end use product resulting from the Company’s site-based processing activities at the SJG mine is in the form of gold-silver concentrate.

Gold-silver concentrate, or simply concentrate, is raw precious metals materials that has been crushed and ground finely to a sand-like product where gangue (waste) and non-precious metals are removed or reduced, thus concentrating the precious metals component.

Concentrate processed and produced from San Jose de Gracia is transported and sold to a third-party for further processing.

Concentrate processed and produced from the SJG mine is transported and sold to a third-party for further processing.

During 2025, we reported the delivery and sale of 20,848 ounces (Oz) gold (subject to final settlements) contained in concentrate.

All gold concentrate originated from the San Jose de Gracia Property in México.

All gold concentrate originated from the SJG mine.

Gold concentrates are sold at a small discount, the payability adjustment, to the prevailing spot market price, based on the price per ounce of gold quoted at the London PM gold fix, with the actual net payable precious metals prices received depending on the sales contract.

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Metals Prices

The results of the Company are substantially dependent upon the market prices of gold and silver, which fluctuate widely.

In September 2024, the Company entered into a derivative contract to protect the selling price for certain anticipated gold and silver production and to manage risks associated with foreign currencies with 75% of the production being sold at $2,495 per ounce for a total delivery under the contract of 9,000 ounces.

The effect of this hedging activity was approximately negative $850 thousand in fiscal 2024.

In March 2025, the Company fulfilled its delivery obligation under the commodity pricing contract.

Gold and Silver Pilot Processing Methods

Gold and silver are extracted from mined mineralized material, by crushing, grinding, milling, and further primarily by flotation recovery as well as some gravity recovery.

The mineralized material is extracted by underground mining methods.

The processing plant at the San José de Gracia mine site is composed of conventional crushing and grinding circuits, and primarily flotation recovery methods.

A single gravity concentrator is in operation which produces a separate gravity concentrate and the Company expects to expand the gravity circuit in 2025.

The gravity and flotation concentrates are partially dewatered and transported to purchasers in armored and secured semi-trailer trucks.

The results of the Company are substantially dependent upon the market prices of gold and silver, which are subject to significant volatility and fluctuate widely due to factors beyond the Company’s control.

Pursuant to the terms of the Company’s Gold Concentrate Purchase Agreement (as amended, the “Offtake Agreement”), the Company has entered into commodity pricing arrangements from time to time to manage exposure to fluctuations in gold and silver prices.

In September 2024, the Company entered into a commodity pricing arrangement under the Offtake Agreement to protect the selling price of a portion of its anticipated gold and silver production.

Under this arrangement, approximately 75% of anticipated production, or 9,000 ounces, was hedged at a fixed price of $2,495 per ounce.

The impact of this hedging activity was approximately negative $1.1 million in fiscal 2025, and the Company fulfilled its delivery obligations under this arrangement in March 2025.

In August 2025, the Company entered into an additional commodity pricing arrangement pursuant to the Offtake Agreement.

Under this min/max pricing structure, the Company hedged the sales price of 6,000 troy ounces of gold, representing 1,000 ounces per month for the period from September 30, 2025 through February 27, 2026.

This arrangement utilizes monthly expiring options that establish a minimum price of $3,200 per ounce (put strike) and a maximum price of $3,500 per ounce (call strike).

The effect of this hedging activity was approximately negative $2.6 million in fiscal 2025.

In addition, during November 2025 and December 2025, the Company entered into two further commodity pricing arrangements pursuant to the Offtake Agreement, each structured as min/max option‑based collars, to hedge a portion of anticipated gold

production during periods extending into 2026.

These arrangements were not effective during fiscal 2025 and accordingly had no impact on the Company’s results of operations for the year ended December 31, 2025.

We purchase materials and supplies from third parties to conduct our business, including electricity, fuel, chemical reagents, explosives, steel and concrete.

Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to

predict, including inflation, currency fluctuations, global competition for resources, consumer or industrial demand and other factors.

Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to predict, including inflation, currency fluctuations, global competition for resources, consumer or industrial demand and other factors.

For most of these commodities, we have existing alternate sources of supply or alternate sources of supply are readily available.

We continuously monitor supply and cost trends for these items.

Exploration Stage

The Company is an exploration stage issuer as defined in Section 1300 of Regulation S-K.

Production Stage

The Company is currently classified as a Production Stage issuer under S-K 1300.

Prior to January 1, 2025, the Company was considered an Exploration Stage issuer, having engaged in mining, milling, and extraction activities without having established proven and probable mineral reserves.

Segment Information

The Company operates in one reportable segment focused on exploration and related site-based processing activities at its gold-silver project in Mexico.

Any concentrate produced is incidental to exploration and evaluation efforts and not the result of commercial production.

The Company operates as one reportable segment, focused on the exploration, development, production and sale of gold and silver in Mexico.

General Government Regulations

4 unchanged sentences

Exploration and exploitation of minerals in México may be carried out through Mexican companies incorporated under Mexican law by means of obtaining mining concessions.

The Company’s mining concessions were granted by the Mexican government for a period of fifty years from the date of their recording in the Public Registry of Mining and are renewable for a further period of fifty years upon application within five years prior to the expiration of such concession in accordance with the Mining Law and its regulations at their issuance.

These mining concessions are subject to annual work requirements and payment of annual surface taxes which are assessed and levied on a semi-annual basis.

2 unchanged sentences

During the month of May of each year, the concessionaire must file the work assessment reports made on each concession or group of concessions for the preceding calendar year with the General Bureau of Mines.

The regulations of the Mining Law provide tables containing the minimum investment amounts that must be made on a concession.

The Mining Law provide tables containing the minimum investment amounts that must be made on a concession.

This amount is updated annually in accordance with the changes in the Consumer Price Index.

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Three main permits required before construction can begin are:

Environmental Impact Statement (known in México as Manifesto Impacto Ambiental ) ("MIA"), Land Use Change (known in México as Estudio Tecnico Justificativo Para Cambio de Uso de Suelo ) ("ETJ"), and Risk Analysis (known in México as Análisis de Riesgo ) ("RA").

A construction permit is required from the local municipality and an archaeological release letter must be obtained from the National Institute of Anthropology and History (known as "INAH").

Environmental Impact Statement (known in México as Manifesto Impacto Ambiental ), Land Use Change (known in México as Estudio Tecnico Justificativo Para Cambio de Uso de Suelo ), and Risk Analysis (known in México as Análisis de Riesgo ).

A construction permit is required from the local municipality and an archaeological release letter must be obtained from the National Institute of Anthropology and History.

An explosives permit is required from the ministry of defense before construction can begin.

The Environmental Impact Statement is required to be prepared by a third-party contractor and submitted to SEMARNAT and must include a detailed analysis of climate, air quality, water, soil, vegetation, wildlife, cultural resources and socio-economic impacts.

The Risk Analysis study (which is included into the Environmental Impact Statement and submitted as one complete document) identifies potential environmental releases of hazardous substances and evaluates the risks in order to establish methods to prevent, respond to, and control environmental emergencies.

The Risk Analysis (which is included in the Environmental Impact Statement and submitted as one

complete document) identifies potential environmental releases of hazardous substances and evaluates the risks in order to establish methods to prevent, respond to, and control environmental emergencies.

The Land Use Change requires that an evaluation be made of the existing conditions of the land, including a plant and wildlife study, an evaluation of the current and proposed use of the land, impacts to naturally occurring resources, and an evaluation of reclamation/re-vegetation plans.

We believe we operate in compliance with all applicable governmental laws and regulations and the costs of compliance are paid for on an ongoing basis.

Due to the nature of our permit, we have requirements for landscape restoration which are fulfilled on an

ongoing basis.

We are working under a permit which required a Forest Fund bond of approximately 134,487 pesos and does not require, other than the replanting of like vegetation material, any reclamation work since we are mining underground.

Due to the nature of our mining permits, we have requirements for landscape restoration which are fulfilled on an ongoing basis.

We are working under mining permits, which require a Forest Fund bond of approximately $134,487 Pesos and does not require, other than the replanting of like vegetation material, any reclamation work since we are mining underground.

We maintain a greenhouse of approximately 10,000 trees and a full-time gardener to undertake rehabilitation work programs.

The Company sells its concentrates to the buyer who offers the best terms based upon price, treatment costs, refining costs, and other terms of payment.

During the year ended December 31, 2024 and 2023, the Company sold gold-silver concentrates to one purchaser pursuant to an Advance Credit Line Facility (“ACL”) and a Revolving Credit Line Facility (the “RCL”) in accordance with the Commercial Offtake Agreement.

During the year ended December 31, 2025 and 2024, the Company sold gold-silver concentrates to one purchaser pursuant to an Advance Credit Line Facility (“ACL”) and a Revolving Credit Line Facility (the “RCL”) in accordance with the Offtake Agreement.

As gold-silver concentrate can be sold through numerous gold and silver market traders worldwide, and the price paid to the Company under the ACL/RCL varies based on market conditions, the Company is effectively not economically dependent on a limited number of customers for the sale of its product.

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Human Capital Resources

As of December 31, 2024, we had approximately 220 employees in Mexico and 5 in the United States and Canada.

As of December 31, 2025, the Company had approximately 238 employees in Mexico and 3 in the United States and Canada.

All our employees based in the United States and Canada work in an executive, technical or administrative position, while our employees in Mexico include management, laborers, craftsmen, mining, geologist environmental specialists, information technologists, accountants and various other support roles.

1 unchanged sentence

For the United States and Canada, we also engage independent contractors for technical and professional expertise.

None of our employees in México are covered by union contracts and the Company believes it has good relations with our employees.

None of our employees in México are covered by union contracts and the Company believes it has good relations with its employees.

As part of our fundamental need to attract, reward and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings.

2 unchanged sentences

The San Jose de Gracia community is home to DynaMéxico activities.

We’ve devoted significant capital and resources to ensuring our project is a good neighbor to SJG and the surrounding villages.

We’ve devoted significant capital and resources to ensuring our project is a good neighbor to San Jose de Gracia and the surrounding villages.

We strive for best-in-class safety and environmental policies through an approach of responsible production, including the sole use of biodegradable and organic solvents and a focus on best safety practices.

DynaResource has constructed and donated a medical clinic to the SJG community and contributed funds for repairs and upgrades to the local church and school, and provided education and business training to adults, creating new opportunities for current residents.

Additionally, we’ve funded and constructed roads within the community and improved a road from Sinaloa de Leyva to SJG, a distance of over 60 kilometers.

DynaResource has constructed and donated a medical clinic to the San Jose de Gracia community and contributed funds for repairs and upgrades to the local church and school, and provided education and business training to adults, creating new opportunities for current residents.

Additionally, we’ve funded and constructed roads within the community and improved a road from Sinaloa de Leyva to San Jose de Gracia, a distance of over 60 kilometers.

Available Information

2 unchanged sentences

These filings are also available at http://www.sec.gov.

Copies of our Code of Business Conduct and Ethics, applicable to the executive officers, are also available on our website.

Information contained on our website is not a part of this report.

A copy of our Code of Business Conduct and Ethics is also available on our website.

Information contained on our website is not a part of or incorporated into this Annual Report on Form 10-K.

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 1. Business