DYNARESOURCE, INC. 10-K

ITEM 2. PROPERTIES 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 DynaMéxico maintains administrative and logistics offices in Guamuchil and Mazatlan, Mexico, both of which are under month-to-month payment terms. Mining Project Location The SJG mine 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 mine resides, straddles the border separating the Mexican States of Sinaloa and Chihuahua. The SJG mine 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. 23 Table of Contents DynaMéxico claims an ownership interest in the San Jose de Gracia mineral concessions, which are comprised of 33 distinct concessions covering an aggregate of approximately 9,920 hectares. The property on which the SJG mine 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 mine 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 238 persons. Power A power line to the SJG mine has been installed by the Comisión Federal de Electricidad, the only authorized power producer in 24 Table of Contents 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 the SJG mine, such as water pump, air conditioning, refrigeration, lights, internet, and fans, as well as local residential use. The SJG mine produces its own diesel-generated power as a backup to the power grid. Offices – Camp Facilities The SJG mine sources many of its supplies from nearby towns, Guamuchil, Los Mochis and Culiacan. There is a satellite dish installed at the SJG mine providing communications to and from the SJG mine. At the SJG mine, 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 SJG mine 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 Title of 32 of the 33 mining concessions is registered in the sole name of DynaMéxico. The one exception is the San Miguel concession. For the San Miguel concession, DynaMéxico has entered into transfer agreements with the registered owners of 50% 25 Table of Contents of the concession title, and DynaMéxico 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 with the Mines Recorders’ Office. Refer to Item 3. Legal Proceedings for description of the current legal proceedings to confirm the Company’s right to nine of its concessions. Under amendments to the Mining Law 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 mine 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 Law 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. 26 Table of Contents Surface Rights In addition to the surface rights held by DynaMéxico pursuant to the Mining Law, the Company maintains access and surface rights for the SJG mine 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 the SJG mine and provides for annual lease payments of $1,359,443 Pesos (adjusted for inflation). The 2025 payment was $5,932,583 pesos (approx. $304,000 USD). The lease agreement provides the Company with surface access to the core resource areas of the SJG mine (4,399 hectares), and allows for all permitted mining, production and exploration activities. Water Rights Concession The Company has secured the Water Rights Concession for the area surrounding the SJG mine. 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 concession or any other water extraction restriction. Water extracted by DynaMéxico will be 27 Table of Contents 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 SJG mine. The Company recycles water from the tailings pond back through the milling circuit, then back to the tailings pond. Royalties, Encumbrances and Environmental Liabilities The SJG mine is not subject to any royalties or encumbrances, other than in accordance with our Revolving Credit Line, and there are no known 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 Mining Law, 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 Mining Law, 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 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. 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 the application is filed, but a processing time of four months is typical. 28 Table of Contents Processing time for review and approval of an Environmental Impact Assessment Study varies depending on the workload of the SEMARNAT regional office where the 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. DynaMéxico Permits and Bonding Requirements Exploration Permit: On June 28, 2010, DynaMéxico 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 mine. On July 21, 2010, SEMARNAT approved, for a term of 36 months, the execution of the mineral exploration activities at the SJG mine 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 the SJG mine (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, DynaMéxico 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 the SJG mine). On December 20, 2010, SEMARNAT approved the CSUP Application filed by DynaMéxico with respect to the SJG mine and authorized the execution of mineral exploration activities by DynaMéxico on 5,463 hectares of the SJG mine 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 DynaMéxico to use, exploit and extract 1,000,000 cubic meters of water per year from the Company’s extraction infrastructure located at the SJG mine. CONAGUA determined that DynaMéxico’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 DynaMéxico on December 20, 2010, SEMARNAT imposed upon DynaMéxico the obligation to post a bond in the amount of $116,911 Pesos for reforestation and remediation measures at the SJG mine. The Company maintains a greenhouse of 10,000 trees which are used in the reforestation efforts as necessary. Under the Preventive Exploration Notice, SEMARNAT imposed upon and DynaMéxico complied with, 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 generally accepted accounting principals generally in the United States (“GAAP”) the Company also has an asset retirement obligation recorded as of December 31, 2025 for the net present value of the cost to dismantle and dispose the plant and remove the tailings pond at the SJG mine. DynaMéxico 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 the SJG mine. DynaMéxico 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 Historical 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 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. 29 Table of Contents 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 La 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 the SJG mine, when the first road to the SJG mine was opened, allowing Compañia 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. (“Finisterre”) 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 Perforaciones Quest de Mexico (“PQM”), which was under contract to Finisterre, 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. During the first half of 1999, DynaResource 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 SJG mine. By December 2003, DynaMexico had completed the acquisition of and consolidation of 100% of the SJG mine from Golden Hemlock and Finisterre - with the sole exception of the San Miguel mining concession. ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 30 Table of Contents 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. The SJG mine can be accessed by road, from either the City of Culiacán 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 mine can also be accessed by air. A gravel airstrip is located adjacent to San Jose de Gracia. The airstrip is suitable for light aircraft and charter flights of 45 minutes duration are available from the cities of Los Mochis or Culiacán. Much of the labor for mining and production activities of DynaMéxico is provided by the local community of San José de Gracia. Climate and Operating Season The climate is semi-tropical with a rainy season dominating June and July. For some activities on the SJG mine, operations may be suspended during the rainy season. 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 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. 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 quality assurance and quality control (“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: 1. Written procedures and guidelines to support preferred sampling methods and approaches, with periodic compliance reviews of adherence to such written procedures and guidelines; 2. 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; 3. Geological logs are checked and verified, and there is a physical sign-off to attest to the validation protocol required; 4. Quality control checks on collar and downhole survey data for errors or significant deviations; 5. Third-party fully certified labs are used for assays used in public disclosure or resource models; 6. Appropriate types of quality control samples are inserted into the sample stream at appropriate frequencies to assess analytical data quality; 7. Regular inspection of analytical and sample preparation facilities by appropriately experienced personnel; 8. 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; and 9. 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. EXPLORATION PLANS FOR 2026 31 Table of Contents The Company plans to continue its exploration drilling program, supported by ongoing underground geological mapping to refine structural interpretations of the SJG mine. Exploration priorities and timing will be determined by available capital, drilling results, corporate strategy, and market conditions, with data interpretation conducted by a “Qualified Person” within the meaning of S-K 1300 to support formal mineral resource analysis. ITEM 3. LEGA L PROCEEDINGS From time to time, the Company becomes involved in legal matters in the ordinary course of its business. The Company intends to defend itself vigorously against any such claims. It is the Company’s policy to accrue for amounts related to lawsuits brought against it if it is probable that a liability has been incurred and an amount can be reasonably estimated. Although the outcome of such matters cannot be predicted with certainty, the Company believes that the outcome of those ordinary-course matters in which it is currently involved will not have a material adverse effect on its results of operations, liquidity, or financial position. DynaMexico Tax Re-assessment On March 3, 2025, the Mexican tax authority, Servicio de Administración Tributaria ("SAT”), issued a reassessment for the 2021 tax year of DynaMexico asserting an aggregate adjustment totaling approximately $19 million USD ($368 million MXN), inclusive of inflationary adjustments, surcharges, interest, and penalties, arising from a combination of tax basis adjustments, expense deductibility matters, mining duties, including mining concession fees, and related items. Among other things, the Company believes that certain aspects of the reassessment do not appropriately reflect the application of an arm’s length transfer pricing methodology in connection with intercompany management fees. On March 28, 2025, the Company submitted a request for a Conclusive Agreement (Acuerdo Conclusivo) with SAT through the Mexican Taxpayer Ombudsman, Procuraduría de la Defensa del Contribuyente ("Prodecon”), seeking to resolve the reassessment through an administrative dispute-resolution process. Based on the most recent correspondence issued by SAT through Prodecon in January 2026, approximately $5.7 million USD ($112 million MXN) of the originally assessed amount has been successfully defended or otherwise resolved. The remaining $13.3 million USD ($256 million MXN) continues to be under review within the Conclusive Agreement process. The matters still under review primarily relate to the tax treatment of certain deposits, expense deductibility, mining duties, and the associated inflationary adjustments, surcharges, and penalties. The Company continues to cooperate fully with SAT and Prodecon and is actively pursuing resolution of the remaining matters. While the ultimate outcome cannot be predicted with certainty, management believes that the reassessment amount will be further reduced through the ongoing administrative process. During the course of its review, the Company identified previously unrecorded obligations related to Special and Extraordinary Mining Duties for fiscal years 2021, 2022, 2023 and 2024. As a result, a liability of $3 million USD has been recognized in the consolidated financial statements to reflect the Company’s current estimate of the amount owed in respect of these items. See Note 2 to the consolidated financial statements. Title of Properties On July 17, 2025, the Company’s Board of Directors (the “Board”) authorized Company management to commence a legal process under Mexican law referred to as "amparo” in order to protect the Company’s rights with respect to the following nine mining concessions (the "Impacted Concessions”) related to the SJG mine: TITLE NO. NAME AREA (ha) 172216 LOS TRES AMIGOS 23.0000 184473 SAN SEBASTIÁN 40.0000 184999 NUEVO ROSARIO 32.8781 208537 SAN JOSÉ 27.0000 215555 PIEDRAS DE LUMBRE UNO 40.2754 215556 PIEDRAS DE LUMBRE 2 34.8493 226289 LA NUEVA ESPERANZA 40.0000 230494 FRANCISCO ARTURO 3,279.5600 231166 FINISTERRE 4 2,142.1302 32 Table of Contents During a review by the Company’s executive management of information related to the Company’s mining concessions, the Company became aware that a public website hosted by the Mexican Secretariat of Economy (Secretaría de Economía) (the "Website”) includes information indicating that the Impacted Concessions are not currently active. Although the Website also indicates that the published information is for informational purposes only and that such information is not officially valid, and the Company has not received any formal notification from any Mexican authority asserting adverse action that could result in the nullification or cancellation of the rights under any of the Impacted Concessions, the Board determined it prudent, as a precautionary measure, to authorize the Company to commence the amparo process to challenge the inactive status of the Impacted Concessions indicated on the Website and any related administrative action(s) taken in violation of the Company’s due process rights. Notwithstanding the information on the Website, the Company has continued to comply with all obligations required under applicable Mexican law to maintain its concessions in good standing, and all corresponding payments have been duly made and accepted without objection by the applicable authorities. The Company continues to review information available to it and intends to take appropriate action to protect its rights to the Impacted Concessions; however, no assurance can be provided regarding the outcome of its actions or the availability of the Impacted Concessions to the Company in the future. Environmental Fine and Installment Arrangement On July 19, 2024, the Federal Attorney for Environmental Protection (“PROFEPA”) issued a resolution determining a fine of MXN $8,251,320 against DynaMexico, in connection with alleged irregularities in the construction and operation of the tailings dam and related facilities at the SJG mine. The Company filed a nullity trial before the Federal Court of Administrative Justice, and on May 28, 2025, obtained a suspension of enforcement of the fine. The Company continues to contest the PROFEPA assessment through all available legal remedies. On September 11, 2025, the Mexican tax authority (“SAT”) notified the Company of the updated fine amount of MXN $8.7 million, inclusive of adjustments. Pursuant to a Board resolution dated October 6, 2025, the Company authorized DynaMexico to enter into an installment arrangement with SAT, requiring a 20% upfront payment and the balance to be paid over thirty-six (36) monthly installments. The total cost under the plan is approximately MXN $9.57 million, including principal of MXN $6.98 million and interest. The Company expressly reserves its right to continue contesting the underlying PROFEPA fine and, if successful, to seek recovery of amounts paid under the SAT arrangement. ITEM 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is not applicable to the Company because its mining operations are conducted exclusively in Mexico through its subsidiary DynaMéxico, and are not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. 33 Table of Contents PAR T II