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Item 9A. Controls and Procedures

2026-04-02 compared with 2025-04-07 · 534 added, 90 removed, 59 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure on Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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, 2025.

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.

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 at a reasonable assurance level.

The evaluation did not include a 404A assessment.

For purposes of this section, the term disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C.

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

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

7 unchanged sentences

Based on its evaluation, our management concluded that, as of December 31, 2025, our internal controls over financial reporting were effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

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.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Controls over Financial Reporting

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

There have been no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

OT HER INFORMATION

4 unchanged sentences

Not applicable.

DIRECTORS, EXEC UTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

EXEC UTIVE COMPENSATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table lists the names and ages of the executive officers and directors of the Company as of December 31, 2025.

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

All executive officers serve at the discretion of the Board.

Position Held Since

Rohan Hazelton

Class I Director

Chief Executive Officer

Alonso Sotomayor

Chief Financial Officer

Chief Operating Officer

Class I Director

Quinton Hennigh

Class I Director

February 2024

Class I Director

December 2016

Maria Virginia Anzola

Class I Director

Class II Director

Business Experience of Directors and Executive Officers

Cabrera has over 25 years of experience as an equity analyst, covering the metals and mining industry for bulge bracket investment banks and Canadian financial institutions, including Goldman Sachs, Merrill Lynch Canada and CIBC World Markets.

He obtained recognition for industry thought leadership, fundamental commodity analysis and strong industry relationships, which has led to advisory roles for public and private mining companies, including Nexa Resources S.A.

and Karst Capital Partners.

He also participated in the vetting of and advising on primary and secondary offerings in Canada, the U.S.

Cabrera recently served as an independent director and Chair of Sierra Metals Inc.

He holds an MBA from York University, an M Eng.

in Structural Engineering from the University of Toronto and a B.

Sc in Civil Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey.

Cabrera is a Canadian Citizen, originally from Mexico.

The Company believes that Mr.

Cabrera’s experience in the mining sector with a history of industry involvement, familiarity with the capital markets and fluency in Spanish and English qualify him to serve as a member of the Board.

Five-Year Employment History:

• June 2025 to Present – Director (Chair) of the Company

• August 2024 to Present – Advisor, Karst Capital Partners Ltd.

• May 2021 to Present - Advisor, Oscar Cabrera Consulting Inc.

• October 2021 to June 2024 - Director, Sierra Metals Inc.

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 CEO of private silver miner, San Cristobal Mining.

The Company believes that Mr.

Hennigh’s experience in discovery and development of mineral resource projects in the Americas qualify him to serve as a member of the Board.

Five-Year Employment History:

• January 2022 to Present – CEO, San Cristobal Mining.

• September 2021 to January 2025 – Technical and Geologic Director, Crescat Capital Ltd.

• November 2011 to August 2021 – Executive Chairman, Novo Resources Corp.

Omland is a mining executive with 25 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).

Omland is CEO of Ocean Partners Holdings Limited, an international base and precious metals trading firm.

Omland also serves on the Board of Directors for Cygnus Metals Limited, Scottie Resources Inc., Galantas Gold Corporation and Nicola Mining Inc., all listed on the TSX-V as well as Canadian Copper Inc.

The Company believes that Mr.

Omland’s lifetime of involvement in the mining industry from production to financing to trading qualifies him to continue to serve as a member of the Board.

Five-Year Employment History:

• January 2024 to Present:

Chief Executive Officer, Ocean Partners Holdings Limited

• 2021 to December 2023:

Co-Chief Executive Officer, Ocean Partners Holdings Limited

Petrini brings over 40 years of extensive international project and manufacturing experience to the Board.

During his 40+ years with The Dow Chemical Company, Houston, Texas, Mr.

Petrini was the engineering sponsor, advisor and led the project development for several international mega projects totally over $50 billion USD.

In his latest role for Dow, he was responsible for the project development of mega project growth opportunities in Latin America.

Previously, Mr.

Petrini was responsible for Global Construction Management and Global Capital Procurement for Dow with offices and personnel located throughout the world.

In addition, he was the Plant Manager for several production units and led the respective business management teams.

Petrini earned his civil engineering degree from The University of Michigan and is a registered licensed professional engineer.

He holds dual citizenship in the US and EU.

The Company believes that Mr.

Petrini’s more than 40 years of engineering experience with senior management oversight of operations, both domestically and internationally, qualifies him to serve as a member of the Board.

Five-Year Employment History:

• January 2021 to Present – Corporate Director

Maria Virginia Anzola

Anzola brings over 27 years of extensive legal experience to the resource sector, with specific expertise in the mining industry and operations in Latin America.

She is called to the bar in both Venezuela and Ontario, which gives her a strong foundation in both civil law and common law.

Anzola holds a Master of Laws from The University of Michigan, Ann Arbor, and from Osgoode Hall Law School (York University), as well as a Certificate in Mining Law from Osgood Hall Law School.

She is fluent in Spanish and English and conversational in French.

She has served as General Counsel and Corporate Secretary for Ascendant Resources Inc (TSX:ASND), and Cerrado Gold Inc (TSXV:CERT).

She previously held the position of Assistant General Counsel at Primero Mining Corp.

and served as Senior Counsel at Hudbay Minerals Inc.

Her career also includes experience in the oil and gas industry, further broadening her understanding of international resource operations and regulatory landscapes.

She also serves on the Board of Directors of Cerrado Gold Inc.

The Company believes that Ms.

Anzola’s experience as a lawyer, her leadership experience in senior positions in mining companies, including experience with regulatory and compliance matters both in common law and civil law, as well as her fluency in Spanish and English qualify her to serve as a member of the Board.

Five-Year Employment History:

• January 2021 to Present – Corporate Director

• June 2021 to May 2025 - Founder, The FlipSide Plan Inc.

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 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.

Rose has extensive experience in private investments, in a variety of asset classes and a broad array of investment structures.

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 Preferred Stock.

Five-Year Employment History:

• 2018 to Present – Partner, Cross Tie Capital, Ltd.

Rohan Hazelton

Hazelton has 23 years of leadership experience in the mining industry, with financing and operational expertise, and experience building and expanding mines and leading high-performance teams which are the foundations for world-class companies.

Hazelton has significant operational experience in Mexico.

Prior to joining the Company, Mr.

Hazelton was Chief Executive Officer of NorZinc Ltd, a zinc-lead-silver developer, Chief Financial Officer of both Cerrado Gold (TSXV:

CERT) and Ascendant Resources (TSX:

ASND), and co-founded KORE Mining (TSXV:

KORE), serving as KORE’s CEO.

Prior to that, he worked at Goldcorp, and its predecessor Wheaton River Minerals, as one of its earliest employees and held roles of increasing leadership and responsibility throughout the organization including CFO Goldcorp Mexico and VP Strategy.

Hazelton has served on the Board of Directors of NorZinc, Primero Mining, Terrane Metals and Gryphon Gold as well as several non-profits.

He holds the Chartered Professional Accountant designation and graduated from Harvard University with Honors, with a Bachelor of Arts in Applied Math and Economics.

Hazelton holds dual citizenship in Canada and the US.

The Company believes that Mr.

Hazelton’s experience in the mining sector with a history of operational efficiencies and fluency in Spanish and English qualify him to continue to serve as a member of the Board.

Five-Year Employment History:

• June 2024 to Present – President & CEO of the Company

• December 2023 to May 2024 – Mining Consultant, Self-employed

• May 2021 to Nov 2023 – Chief Executive Officer, NorZinc Ltd.

• January 2021 to May 2021 – Chief Financial Officer, Cerrado Gold Inc.

and Ascendant Resources Inc.

Alonso Sotomayor

Alonso Sotomayor.

Sotomayor is a Chartered Professional Accountant bilingual in English and Spanish with 18 years of combined experience in audit, finance, and accounting within the mining industry.

He began his career in public accounting and held progressively senior roles, including Audit Manager, within the Toronto Mining Groups at McGovern Hurley, KPMG Canada, and Deloitte Canada, where he led audit engagements for numerous Canadian publicly listed mining companies.

He later subsequently transitioned into senior finance and accounting leadership roles in the mining sector, serving as Corporate Controller at Ascendant Resources and Cerrado Gold, and most recently as Chief Financial Officer of Voyager Metals.

Sotomayor holds a B.B.A.

Bachelor of Business Administration in Management and Accounting from the University of Toronto.

Five-Year Employment History:

• July 2024 to Present – CFO of the Company

• April 2017 to July 2024 – Corporate Controller, Ascendant Resources Inc.

• March 2020 to July 2024 – Corporate Controller, Cerrado Gold Inc.

• January 2020 to May 2023 – Chief Financial Officer, Voyager Metals Inc.

(Voyager acquired by Cerrado)

Keough is an experienced mining executive with over 35 years of experience in the mining industry, spanning exploration, engineering, mine operations (open pit and underground), corporate development, contracting, consulting, project development, and construction.

His extensive geographic and corporate experience includes operations across Latin America, North America, Europe, Africa, and the Asia-Pacific region.

He has direct experience across a range of commodities, including precious metals, base metals, mineral sands, and lithium, and has held a number of executive director roles with both private and public companies in Australia and Canada.

During his career, Mr.

Keough worked with Placer Dome (Australia) and Minera Alumbrera (Argentina) and spent six years with Goldcorp Inc.

in senior corporate development and operational roles across multiple jurisdictions, prior to his appointment as Executive Vice President and Chief Operating Officer of Crocodile Gold.

He later served as Executive Director and Chief Operating Officer of Goldrock Inc., which successfully permitted the Lindero Gold Project in Argentina and was subsequently acquired by Fortuna Silver Mines Inc.

Since January 2021, Mr.

Keough has provided mining consultancy services through Vulcan’s Forge Capital Pty.

Keough holds a Bachelor of Science degree and a postgraduate diploma in Mineral Economics from James Cook University (Queensland).

He is a Fellow of the Australian Institute of Mining and Metallurgy and an accredited Chartered Professional (Management) and holds Open Pit Mine Manager’s Certificates of Competency in Western Australia.

Five-Year Employment History:

• January 2021 to Present – Mining Consultant, Vulcan’s Forge Capital Pty.

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 of the Company.

Code of Ethics and Insider Trading Policy

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.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and NEOs, and anyone who beneficially owns ten percent (10%) or more shares of common stock of the Company, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of such shares.

Persons required to file such reports also need to provide us with copies of all Section 16(a) forms they file.

Based solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2025, and (ii) certain written representations of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to 2025 were filed in a timely manner, except as follows:

• A Form 3 for Ms.

Maria Virginia Anzola was filed late on January 28, 2025 to report Ms.

Anzola’s appointment as a director on January 6, 2025.

• A Form 3 for Mr.

Oscar Cabrera was filed late on July 17, 2025 to report Mr.

Cabrera’s appointment as a director on June 23, 2025.

• A Form 4 for Mr.

Rohan Hazelton was not filed to report the March 28, 2025 grant of 50,000 shares of common stock as 2024 bonus shares.

• A Form 4 for Mr.

Quinton Hennigh was not filed to report the March 28, 2025 grant of 54,945 restricted stock units (“RSUs”) for serving as a director, vesting one-third on the grant date and one-third on each of the first two anniversaries of the grant date.

• A Form 4 for Mr.

Phillip Rose was not filed to report the March 28, 2025 grant of 54,945 RSUs for serving as a director, vesting one-third on the grant date and one-third on each of the first two anniversaries of the grant date.

• A Form 4 for Mr.

Brent Omland was not filed to report the March 28, 2025 grant of 54,945 RSUs for serving as a director, vesting one-third on the grant date and one-third on each of the first two anniversaries of the grant date.

• A Form 4 for Mr.

Dale Petrini was not filed to report the March 28, 2025 grant of 54,945 RSUs for serving as a director, vesting one-third on the grant date and one-third on each of the first two anniversaries of the grant date.

• A Form 3 for Mr.

David Keough was filed late on March 4, 2026 to report Mr.

Keough’s appointment as COO effective June 23, 2025.

• A Form 4 for Mr.

David Keough was not filed to report the August 12, 2025 grant of 450,000 RSUs, vesting one-third on each of the first three anniversaries of the grant date.

Audit Committee

The Company has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of Exchange Act and is currently comprised of Mr.

Phillip Rose (Chairman), Mr.

Brent Omland and Mr.

Dale Petrini., each of whom the Board has determined satisfies the applicable SEC and Nasdaq independence requirements for audit committee members.

The Board has also determined that Mr.

Rose is an “audit committee financial expert,” as defined by the applicable rules of the SEC and Nasdaq.

Family Relationships

There are no family relationships between any of the directors, executive officers, and/or persons nominated to become directors of the Company.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation paid by the Company to its named executive officers (“NEOs”) for the fiscal years ended December 31, 2025 and 2024.

Summary of Compensation Table

Name and Principal Position

Option Awards (2)

Total Compensation

Rohan Hazelton

Chief Executive Officer (4)

Alonso Sotomayor

Chief Financial Officer (5)

Chief Operating Officer (6)

(1) The amounts reported represent bonuses earned in the applicable year but paid in the following year.

Note that for fiscal year 2024, certain bonuses were awarded as a combination of cash and shares.

The amounts included in this column represent the cash portion only.

(2) The amounts reported represent the aggregate grant date fair value of stock options subject to time vesting computed in accordance with FASB ASC Topic 718.

The assumptions used in the calculation of these amounts are included in the notes to our audited financial statements included in this Annual Report on Form 10-K.

(3) The amounts reported represent the aggregate grant date fair value of stock-based awards awarded in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718.

The assumptions used in the calculation of these amounts are included in the notes to our audited financial statements included in this Annual Report on Form 10-K.

Hazelton was appointed as President & Chief Executive Officer effective June 3, 2024.

Sotomayor was appointed as Chief Financial Officer effective July 22, 2024.

Keough served as a consultant to the Company prior to his appointment as Chief Operating Officer on June 23, 2025.

(7) Comprised of 750,000 options granted to Mr.

Hazelton in connection with his appointment as Chief Executive Officer.

(8) Comprised of (a) 500,000 RSUs granted to Mr.

Hazelton in connection with his appointment as Chief Executive Officer;

and (b) 50,000 bonus shares granted to Mr.

Hazelton in April 2025 as a portion of his bonus earned for fiscal year 2024.

(9) Comprised of 225,000 RSUs granted to Mr.

Sotomayor in connection with his appointment as Chief Financial Officer.

(10) Comprised of 450,000 RSUs granted to Mr.

Keough in connection with his appointment as Chief Operating Officer.

Outstanding Equity Awards at December 31, 2025

The following table presents information about equity awards held by each of the NEOs as of December 31, 2025.

Option awards

unexercisable

Rohan Hazelton

Alonso Sotomayor

(1) These options vest one-third per year on each of the first three anniversaries of the grant date of June 3, 2024.

(2) Comprised of (i) 500,000 RSUs of which one-third have vested and the remaining vest one-third on each of June 3, 2026 and June 3, 2027, and (ii) 500,000 deferred stock units (“DSUs”) that vest based on achievement of certain performance criteria as determined by the Company’s Compensation & Human Resources Committee (the “CHR Committee”).

(3) Comprised of 225,000 RSUs that, once issued, will vest in accordance with Mr.

Sotomayor’s Offer of Continued Employment dated November 20, 2025 (described below), being one-third per year on each of the first three anniversaries of the original grant date of July 22, 2024.

(4) These RSUs vest one-third on each of the first three anniversaries of the grant date of August 12, 2025.

Employment Arrangements

Rohan Hazelton

On June 3, 2024, the Company entered into an employment agreement with Mr.

Hazelton, which was amended on November 20, 2025 (the “Employment Agreement”).

Pursuant to the Employment Agreement, Mr.

Hazelton receives an annual base salary of $247,500 and is eligible to receive a discretionary annual bonus of up to 50% of his base salary, payable in the calendar year to which the bonus relates.

In connection with the Employment Agreement, Mr.

Hazelton was granted equity-based awards consisting of (i) options to purchase up to 750,000 shares of the Company’s common stock at an exercise price of $1.75 per share, (ii) 500,000 RSUs, and (iii) 500,000 DSUs.

The options and RSUs vest in three equal installments, with one-third vesting on June 3, 2025, one-third vesting on June 3, 2026, and one-third vesting on June 3, 2027.

The DSUs are subject to performance conditions established by the CHR Committee.

The equity awards described above were originally granted in June 2024;

however, were later cancelled and reissued to Mr.

Hazelton on November 20, 2025.

The vesting schedules remain consistent with the original grant dates and vesting terms.

Alonso Sotomayor

On July 22, 2024, the Company entered into an employment agreement with Mr.

Sotomayor pursuant to which he receives an annual base salary of $162,500, plus an additional 10% of base salary in lieu of ordinary executive benefits while he works primarily from his Canadian office.

Sotomayor is also eligible to receive a discretionary annual bonus of up to 40% of his base salary.

On November 20, 2025, the Company and Mr.

Sotomayor entered into a new employment arrangement pursuant to an Offer of Continued Employment with the Company, which replaced the prior employment agreement.

In connection with this arrangement, the Company agreed to provide Mr.

Sotomayor with a retention award (the “Retention Bonus”), subject to his continued active employment and compliance with applicable laws, including securities laws.

The Retention Bonus is intended to be delivered in the form determined by the Board, in its discretion, of either (i) 225,000 RSUs or (ii) a number of RSUs having an aggregate value of C$470,000, calculated at the time of issuance.

Issuance of the RSUs is subject to the lifting (or non‑applicability) of the Company’s Canadian cease trade order (the “CTO”).

Sotomayor remains actively employed at the time the CTO is lifted, the RSUs will be issued promptly following such lifting, in compliance with applicable laws.

Subject to the issuance of the RSUs and continued active employment, the RSUs are intended to vest in accordance with the vesting schedule set forth in Mr.

Sotomayor’s original employment agreement dated July 22, 2024:

one‑third on July 22, 2025, one‑third on July 22, 2026, and one‑third on July 22, 2027.

Keough initially provided services to the Company pursuant to a consulting arrangement through his consulting company, Vulcan’s Forge Capital Pty.

(“Vulcan”), which commenced in November 2024 and expired on December 31, 2025.

During this period, Mr.

Keough provided technical and operational consulting services to the Company.

In June 2025, Mr.

Keough was appointed Chief Operating Officer of the Company, and his consulting arrangement was amended in August 2025 to reflect his expanded role and responsibilities.

In connection with this amendment, Mr.

Keough was granted 450,000 RSUs under the Company’s equity incentive plans.

The RSUs were granted on August 12, 2025, and vest in three equal installments:

one‑third vesting on August 12, 2026, one-third on August 12, 2027, and one-third on August 12, 2028.

On February 26, 2026, the Company entered into a consulting agreement with Vulcan that continued Mr.

Keough’s services to the Company and was effective as of August 15, 2025.

Under this agreement, Vulcan receives a monthly consulting fee of $20,000 and is eligible to receive an annual discretionary cash bonus of up to 50% of the consulting fees billed in the prior calendar year, as determined by the Compensation & Human Resources Committee.

Keough is also eligible to receive equity‑based compensation under the Company’s equity incentive plans, with the type and amount of any such equity compensation to be determined in the discretion of the CHR Committee.

Retirement Benefits

There are no retirement benefit arrangements covering our NEOs.

Termination and Change in Control Benefits

Rohan Hazelton

Pursuant to the terms of the employment agreement entered into by Mr.

Hazelton and the Company, upon a termination by the Company without cause or by Mr.

Hazelton for good reason, within 12 months following a change of control, or upon Mr.

Hazelton’s death or disability, Mr.

Hazelton will be entitled to a lump sum severance payment equal to 24 months of his then current base salary plus his maximum annual discretionary bonus.

Alonso Sotomayor

Pursuant to the terms of the employment agreement entered into by Mr.

Sotomayor and the Company, upon a termination by the Company without cause or by Mr.

Sotomayor for good reason, Mr.

Sotomayor’s death or disability, or the occurrence of a triggering event following a change in control, Mr.

Sotomayor will be entitled to a lump sum severance payment equal to 12 months of his then current base salary.

Pursuant to the terms of the agreement entered into by Mr.

Keough through his consulting Company, Vulcan Forge Capital Pty.

(“Vulcan”), and the Company, upon a termination by the Company without cause or by Mr.

Keough for good reason, Mr.

Sotomayor’s death or disability, or the occurrence of a triggering event following a change in control, Mr.

Keough will be entitled to a lump sum severance payment equal to 9 months of fees plus a prorated portion of the Consultant’s annual target bonus for such nine (9) month period.

Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee directors who served as directors during 2025:

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option awards ($)

All other compensation ($)

Oscar Cabrera

Quinton Hennigh

$ 311,175 (1)

Maria Virginia Anzola

(1) The amounts reported represent the aggregate grant date fair value of stock options awarded in 2025, calculated in accordance with FASB ASC Topic 718.

The assumptions used in calculating the grant date fair value are set forth in the notes to our audited financial statements included in our Annual Report.

These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the director upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.

As of December 31, 2025, Mr.

Hennigh held options to purchase 400,000 shares of common stock that vest in 25% increments on each of the first four anniversaries of the grant date of February 16, 2024.

In April 2025, the CHR Committee recommended and the Board approved compensation for non-employee directors of $25,000 cash annually, $4,000 cash annually for each committee a director serves on, $2,000 cash annually for each committee a director chairs, and equity awards valued at $50,000, subject to certain vesting requirements.

Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The CHR Committee approves all equity awards granted to the Company’s NEOs on or before the applicable grant date.

The Company does not maintain a practice of granting equity awards on a periodic or pre-established schedule .

From time to time, however, the CHR Committee may approve equity awards in connection with new hires, promotions, retention, recognition, or other appropriate circumstances.

While the CHR Committee has discretion to approve equity awards to NEOs, it does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information .

The Company does not time the release of material nonpublic information in coordination with equity award grants in a manner intended to benefit NEOs or to affect the value of executive compensation.

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

The following table sets forth the amount and nature of beneficial ownership of each of the executive officers and directors of the Company and each person known to be a beneficial owner of more than five percent of the issued and outstanding shares of common stock of the Company as of April 1, 2026.

The following table sets forth the information based on 29,315,726 (1) shares of the Company’s common stock issued and outstanding as of April 1, 2026.

Name and Address of Beneficial Owner

Shares Beneficially Owned

Percent of Outstanding (1)

Rohan Hazelton

Alonso Sotomayor

(“K.D.”) Diepholz

1303 Regency Court

Southlake, Texas 76092

1110 Post Oak Place

Westlake, Texas 76262

Golden Post Rail, LLC

1110 Post Oak Place

Westlake, Texas 76262

MKR 2022 Grantor Retained Annuity Trust

1110 Post Oak Place

Westlake, Texas 76262

Gareth Nichol

5 Greenwood Rd.

Greenwood Village, CO 80111

Quinton Hennigh

Maria Virginia Anzola

All directors and executive officers as a group (9 persons)

(1) The table assumes 29,315,726 shares of common stock issued and outstanding as of April 1, 2026.

For purposes of the table, we determined the number of shares of each class as beneficially owned by each person under Rule 13d-3(d)(1) of the Exchange Act.

Under this rule, shares of voting stock not outstanding that are subject to issuance pursuant to options, warrants, rights or conversion privileges exercisable by a person within 60 days of the date indicated are deemed outstanding for the purpose of calculating the number and percentage beneficially owned by such person, but are not deemed outstanding for the purpose of calculating the number or percentage beneficially owned by any other person listed in the table.

Except where otherwise noted, we believe that each individual or entity named has sole investment and voting power with respect to the shares beneficially owned by such person, subject to community property laws, where applicable.

Beneficial ownership and voting power representing less than one percent of the outstanding shares of a class is denoted with an asterisk (*).

Hazelton was appointed as our President and Chief Executive Officer on June 3, 2024.

Includes 250,000 shares of common stock issuable upon exercise of vested stock options.

Sotomayor was appointed as our Chief Financial Officer on July 22, 2024.

Keough was appointed as our Chief Operating Officers on June 23, 2025.

(5) Based upon Schedule 13D/A filed by such beneficial owner with the SEC on October 22, 2024 and Form 4 filed on April 17, 2025.

Includes shares of common stock beneficially owned by Golden Post Rail, LLC and MKR 2022 Grantor Retained Annuity Trust, and includes 329,881 shares of common stock issuable upon the conversion of derivative securities beneficially owned by Golden Post Rail, LLC.

Rose holds sole voting and dispositive power with respect to 736,479 of the shares and shares voting and dispositive power with respect to 4,260,296 of the shares.

(6) Based upon Schedule 13D/A filed by such beneficial owner with the SEC on October 22, 2024 and Form 4 filed on April 17, 2025.

Includes 329,881 shares of common stock issuable upon the conversion of derivative securities beneficially owned by such beneficial owner.

Golden Post Rail, LLC shares voting and dispositive power with respect to all of the shares.

(7) Based upon Schedule 13D/A filed by such beneficial owner with the SEC on October 22, 2024 and Form 4 filed on April 17, 2025.

Includes 329,881 shares of common stock issuable upon the conversion of derivative securities beneficially owned by Golden Post Rail, LLC.

MKR 2022 Grantor Retained Annuity Trust holds sole voting and dispositive power with respect to all of the shares.

(8) Based upon Schedule 13G/A filed by such beneficial owner with the SEC on October 24, 2024.

Includes 500,000 shares of common stock issuable upon the conversion of derivative securities beneficially owned by such beneficial owner.

Nichol holds sole voting and dispositive power with respect to all of the shares.

(9) Includes 50,000 shares of common stock issuable upon the conversion of derivative securities beneficially owned by such beneficial owner.

(10) Consists of 200,000 shares of common stock issuable upon the exercise of vested stock options.

PREFERRED SHARES (SERIES C)

Preferred Series

Beneficial Owner

Golden Post Rail LLC

1110 Post Oak Place

Westlake, Texas 76262

PREFERRED SHARES (SERIES D)

Preferred Series

Beneficial Owner

Houston, TX 77027

Gareth Nichol

5 Greenwood Rd.

Greenwood Village, CO 80111

6766 Pine Circle

Toledo, OH 43617

PREFERRED SHARES (SERIES E)

Preferred Series

Beneficial Owner

Golden Post Rail LLC

1110 Post Oak Place

Westlake, Texas 76262

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of December 31, 2025:

Plan Category

Number of Securities to be Issued Upon Exercise of Options, Warrants or Rights

Weighted Average exercise Price of Outstanding Options, Warrants or Rights

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

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

(1) Includes awards outstanding under our 2024 Amended and Restated Equity Incentive Plan (the “2024 Plan”).

(2) Includes awards outstanding under our 2022 Stock Incentive Plan (the “2022 Plan”).

Material Features of the 2022 Plan

Effective Date;

Duration of the Plan .

The 2022 Plan became effective on September 30, 2022 and will remain in effect until September 30, 2032, unless earlier terminated by the Board.

Plan Administration .

The 2022 Plan is administered by the CHR Committee.

The CHR Committee has the authority to, among other things, interpret the 2022 Plan, determine who is granted awards under the 2022 Plan, determine the terms and conditions of each award, and take action as it determines to be necessary or advisable for the administration of the 2022 Plan.

Eligibility .

The CHR Committee may grant awards to any employee or other individual that performs services for the Company and/or its subsidiaries.

Shares Available for Awards .

The 2022 Plan authorizes the issuance of up to 2,000,000 shares of common stock.

If any outstanding award expires or is forfeited for any reason, the shares of common stock which were subject to the award will, unless the 2022 Plan has been terminated, become available for future awards under the 2022 Plan.

Types of Awards that May Be Granted .

Subject to the limits in the 2022 Plan, the CHR Committee has the authority to set the size and type of award and any vesting or performance conditions.

The types of awards that may be granted under the Plan are restricted stock.

A restricted stock award is an award of actual shares of common stock which are subject to certain restrictions for a period of time determined by the CHR Committee.

Restricted stock may be held by the Company in escrow or delivered to the participant pending the release of the restrictions.

Participants who receive restricted stock awards generally have the rights and privileges of stockholders regarding the shares of restricted stock during the restricted period, including the right to vote and the right to receive dividends.

Adjustment Upon Changes in Stock .

In the event of changes in the outstanding common stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the 2022 Plan and any award agreements, the maximum number of shares of common stock subject to all awards will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award.

Change in Control .

Upon a change in control of the Company, any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any award will be automatically accelerated or waived.

Amendment or Termination of the Plan .

The Board may suspend, amend, modify or terminate the 2022 Plan at any time;

provided that, except as otherwise provided on the 2022 Plan, no such suspension, termination, amendment or modification of the 2022 Plan may adversely affect in any material way any award previously granted under the 2022 Plan without the applicable participant’s consent.

Amendment of Awards .

The CHR Committee may amend the terms of any one or more awards.

However, the CHR Committee may not amend an award that would impair a participant’s rights under the award without the participant’s consent.

Federal Income Tax Consequences of Awards .

Unless a participant makes an election to accelerate the recognition of income to the grant date (as described below), the grant of restricted stock awards will not result in taxable income to the participant.

When the restrictions lapse, the participant will recognize ordinary income on the excess of the fair market value of the shares on the vesting date over the amount paid for the shares, if any, and the Company will be entitled to a corresponding deduction.

If the participant makes an election under Section 83(b) of the Code within thirty days after the grant date, the participant will recognize ordinary income as of the grant date equal to the fair market value of the shares on the grant date over the amount paid, if any, and the Company will be entitled to a corresponding deduction.

Any future appreciation will be taxed at capital gains rates.

However, if the shares are later forfeited, the participant will not be able to recover any taxes paid.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence.

Other than the compensation arrangements for the Company’s NEOs, which are described elsewhere in this proxy statement, below are transactions since January 1, 2024 in which the Company has participated or will be a participant and:

• the amounts involved exceeded or will exceed the lesser of (i) $120,000, and (ii) 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years;

• any of the Company’s directors, executive officers or holders of more than 5% of our voting securities, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

During the year ended December 31, 2025, the Company paid or accrued $406,292 in fees to its directors.

On June 26, 2024, the Company entered into privately negotiated stock purchase agreements with one accredited investor, pursuant to which the Company issued and sold to the investor in a private placement an aggregate of 1,552,795 shares of Series E Preferred Stock, which is convertible into shares of the Company’s common stock on a 1:1 ratio.

The Company received aggregate net proceeds from the private placement of approximately $2.5 million.

The following table summarizes the shares of the Company’s common stock that holders of more than 5% of its voting securities purchased in the private placement:

Number of Shares of Common Stock Purchased

Purchase Price Paid

Golden Post Rail, LLC

On October 18, 2024, the Company entered into privately negotiated stock purchase agreements with several accredited investors, pursuant to which the Company issued and sold to the investors in a private placement an aggregate of 5,769,231 shares of common stock.

The Company received aggregate net proceeds from the private placement of approximately $6.0 million.

The following table summarizes the shares of the Company’s common stock that holders of more than 5% of its voting securities purchased in the private placement:

Number of Shares of Common Stock Purchased

Purchase Price Paid

Golden Post Rail, LLC

Gareth Nichol

Review, Approval, or Ratification of Transactions with Related Persons

The Board reviews matters involving potential conflicts of interest and reviews and approves all related party transactions, including transactions required to be disclosed under applicable federal securities laws.

The Company has not adopted formal written procedures governing the review of potential conflicts of interest and instead evaluates each transaction based on its specific facts and circumstances.

When a potential related party transaction is presented, the Board expects to be fully informed of the material facts regarding the transaction and the interests of the related party and to deliberate on the matter outside the presence of the related party.

The Company expects that the Board would approve only those related party transactions that are in the best interests of the Company and fair to the Company and would seek to ensure that such transactions are on terms no less favorable than those that could be obtained from an unaffiliated third party.

Board of Directors Independence

The Board has determined that the following directors are independent within the meaning of the applicable Nasdaq rules:

Petrini and Ms.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

The following table summarizes the fees paid by us to our independent registered public accounting firm during fiscal years 2025 and 2024.

Type of Service and Fee

Audit Fees (1)

Audit Related Fees

All Other Fees

(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and internal control over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Pre-Approval Policies and Procedures

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.

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.

Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 8, 1997 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.1, File No.

First Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 13, 1998 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.2, File No.

Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 3, 2007 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.3, File No.

Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 15, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.4, File No.

Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on November 28, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.5, File No.

Certificate of Designation of Series B Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on August 28, 2013 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.6, File No.

Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.7, File No.

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on July 15, 2020 (incorporated by reference from the Current Report on Form 8 K filed with the SEC on July 2, 2020, Exhibit 3.1, File No.

First Amendment to the Amended and Restated Bylaws of the Company dated June 29, 2015 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 23, 2015, Exhibit 3.1, File No.

Certificate of Elimination of the Series B Convertible Preferred Stock (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.1.

Certificate of Designation, filed with the Secretary of State of the State of Delaware on June 29, 2015 (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.2.

Registration Rights Agreement (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.4.

Certificate of Amendment to Certificate of Designations of the Powers, Preferences and relative, participating, optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock (incorporated by reference to Form 8-K filed with the SEC on July 16, 2020, Exhibit 3.2.

Certificate of Increase (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.31.

Certificate of Designations (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.2.

Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on November 28, 2012 (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.5, File No.

Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.7, File No.

Certificate of Amendment of DynaResource, Inc., filed with the Secretary of State of the State of Delaware on June 29, 2015 (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.1, File No.

Certificate of Designations of the Powers, Preferences and relative, participating, optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on June 29, 2015 (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.2.

First Amendment to the Amended and Restated Bylaws of the Company dated June 29, 2015 (incorporated by reference to Form 8-K filed with the SEC on December 23, 2015, Exhibit 3.1, File No.

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on July 15, 2020 (incorporated by reference to Form 8-K filed with the SEC on July 16, 2020, Exhibit 3.1, File No.

Certificate of Increase of Series C Senior Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on May 13, 2020 (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 3.1, File No.

Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series D Senior Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on May 13, 2020 (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 3.2.

Certificate of Amendment of DynaResource, Inc.

(incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed with the SEC on June 12, 2023, Appendix I, File No.

Certificate of Designations (incorporated by reference to Form 8-K filed with the SEC on June 28, 2024, Exhibit 3.1.

Description of Capital Stock (incorporated by reference to Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 24, 2022, File No.

Promissory Note – Series I (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.1, File No.

Promissory Note – Series I Amendment (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.2, File No.

Promissory Note – Series II (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.3, File No.

Promissory Note – Series II Amendment (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.4, File No.

Promissory Note (incorporated by reference to Form 8-K filed with the SEC on May 8, 2015, Exhibit 4.1, File No.

Common Stock Purchase Warrant issued by the Company in connection with June 2015 financing (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.3.

Convertible Promissory Note with Golden Post Rail, LLC (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.1.

Convertible Promissory Note with other Purchasers (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.2.

Common Stock Purchase Warrant with Golden Post Rail, LLC (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.3.

Common Stock Purchase Warrant with other Purchasers (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.4.

Amendment to the June 30, 2015 Warrant (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.5.

Common Stock Purchase Warrant (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.6.

Amended and Restated Registration Rights Agreement (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.7.

April 15, 2005 Mining and Production Services Agreement between DynaResource de Mexico S.A.

de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.1, File No.

September 15, 2006 Amending Agreement to the Mining Services Agreement between DynaResource de Mexico S.A.

de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.2, File No.

July 15, 2011 Second Amendment to the Contract Mining Services and Mineral Production Agreement between DynaResource de Mexico S.A.

de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.3, File No.

May 15, 2013 Exploitation Amendment (Third Amendment) to the Contract Mining Services and Mineral Production Agreement between DynaResource de Mexico S.A.

de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.4, File No.

May 15, 2005 Provision of Personnel Services Agreement between Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company, and DynaResource Operaciones de San Jose de Gracia, S.A.

, a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.5, File No.

September 15, 2006 Amending Agreement to Personnel Services Agreement between Mineras de DynaResource S.A.

de C.V., a subsidiary of the Company, and DynaResource Operaciones de San Jose de Gracia, S.A.

, a subsidiary of the Company (incorporated by reference to Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.6, File No.

Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series E Convertible Preferred Stock (incorporated by reference to Form 8-K filed with the SEC on June 28, 2024, Exhibit 3.1, File No.

Second Amendment to Amended and Restated Bylaws of DynaResource, Inc.

(incorporated by reference to Form 10-Q filed with the SEC on May 20, 2025, Exhibit 3.1, File No.

Description of Capital Stock

Common Stock Purchase Warrant issued by the Company in connection with June 2015 financing (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 4.1, File No.

Registration Rights Agreement (incorporated by reference to Form 8-K filed with the SEC on July 2, 2015, Exhibit 4.2.

Common Stock Purchase Warrant with Golden Post Rail, LLC (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.3, File No.

Common Stock Purchase Warrant with other Purchasers (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.4, File No.

Amendment to the June 30, 2015 Warrant (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.5, File No.

Amended and Restated Registration Rights Agreement (incorporated by reference to Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.7, File No.

Securities Purchase Agreement, dated as of May 6, 2015, between the Company and Certain Purchasers (incorporated by reference to Form 8-K filed with the SEC on May 8, 2015, Exhibit 10.1, File No.

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

Note Purchase Agreement (incorporated by reference to 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 (incorporated by reference to Form 10-K filed with the SEC on April 16, 2024, Exhibit 10.10, File No.

DynaResource, Inc.

2022 Stock Incentive Plan

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 filed with the SEC on April 26, 2023, Exhibit 10.1 File No.

2022 Stock Incentive Plan (incorporated by reference to Form 10-K/A filed with the SEC on April 30, 2025, Exhibit 10.11, File No.

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

1 unchanged sentence

Form of Non-Qualified Stock Option Agreement (incorporated by reference to Form 8-K filed with the SEC on February 22, 2024, Exhibit 10.2 File No.

Memorandum of Understanding (the “MOU”) with Ocean Partners Limited (incorporated by reference to Form 8-K filed with the SEC on June 7, 2024, Exhibit 10.1 File No.

Employment Agreement dated as of June 3, 2024 by and between the Company and Rohan Hazelton (incorporated by reference to Form 8-K filed with the SEC on June 7, 2024, Exhibit 10.2 File No.

1 unchanged sentence

Diepholz and the Company (incorporated by reference to Form 8-K filed with the SEC on June 7, 2024, Exhibit 10.3 File No.

Amended and Restated DynaResource, Inc.

2024 Equity Incentive Plan (incorporated by reference to Form 8-K filed with the SEC on June 7, 2024, Exhibit 10.4 File No.