What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-08-23 compared with 2019-09-24 · 11 added, 859 removed, 14 unchanged (98% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s common stock is traded on the OTC Markets under the symbol "DYNR".

The following table sets forth,

for the periods indicated, the high and low bid quotations which reflect inter-dealer prices, without retail mark-up or mark-down

and without commissions;

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the OTC Markets under the symbol "DYNR".

The following table sets forth, for the periods indicated, the high and low bid quotations which reflect inter-dealer prices, without retail mark-up or mark-down and without commissions;

and may not reflect actual transactions.

10 unchanged sentences

Fourth Quarter

of March 31, 2019, there were outstanding 17,722,825 shares of our common stock, which were held by approximately 569 shareholders

As of March 15, 2022, there were outstanding 18,091,293 shares of our common stock, which were held by approximately 439 shareholders of record.

This figure does not include shareholders that hold their shares in street name or with a broker.

cash dividends on the Company common stock have been declared or paid since the Company's inception.

Payment of future dividends,

if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of

any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for growth.

Dividend Policy

No cash dividends on the Company common stock have been declared or paid since the Company's inception.

Payment of future dividends, if any, will be at the discretion of our Board of Directors after considering various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for growth.

Our initial earnings, if any, will likely be retained to finance our growth.

At the present time, we are not party to any agreement

that would limit our ability to pay dividends.

the fiscal year ended December 31, 2018, except as included in our Quarterly Reports on Form 10-Q or in our Current Reports on

Form 10-K, we have not sold any equity securities not registered under the Securities Act.

the fiscal years ended December 31, 2018 and 2017, no securities of the Company were authorized for issuance under equity compensation

SELECTED FINANCIAL

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING

Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, which we refer to in this annual report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934,

as amended, which we refer to in this annual report as the Exchange Act.

Forward-looking statements are not statements of historical

fact but rather reflect our current expectations, estimates and predictions about future results and events.

These statements

may use words such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend,”

“predict,”

“project”

and similar expressions as they relate to us or our management.

When we make forward-looking

statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us.

These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties

and assumptions discussed in this annual report.

Factors that can cause or contribute to these differences include those described

under the heading “Management Discussion and Analysis and Plan of Operation.”

one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual

results may vary materially from what we projected.

Any forward-looking statement you read in this annual report reflects our

current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to

our operations, results of operations, growth strategy and liquidity.

All subsequent written and oral forward-looking statements

attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph.

You are cautioned

not to place undue reliance on forward-looking statements, which speak only as of the date of this annual report.

expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect

any change in its views or expectations.

The Company can give no assurances that such forward-looking statements will prove to

NOTE TO UNITED STATES INVESTORS—INFORMATION CONCERNING PREPARATION OF RESOURCE AND RESERVE ESTIMATES

Company is an “OTC Reporting Issuer”

as that term is defined in BC Multilateral Instrument 51-105, Issuers Quoted

Over-the-Counter Markets , promulgated by the British Columbia Securities Commission.

Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources,

if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements

of the United States Securities and Exchange Commission (the “SEC”) applicable to registration statements and reports

filed by United States companies pursuant to the Securities Act or the Exchange Act.

As such, certain disclosures of mineralization

under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting

and disclosure requirements of the SEC and not subject to Canadian securities legislation.

these terms are recognized and required by Canadian securities legislation (under National Instrument 43-101 (“NI 43-101”),

entitled Standards of Disclosure for Mineral Projects ), the SEC does not recognize these terms.

Investors in the United

States are cautioned not to assume that any part or all, of the mineral deposits in these categories, will ever be converted to

In addition, inferred mineral resources have a great amount of uncertainty as to their existence and economic and legal

It cannot be assumed that all or any part of a measured mineral resource, indicated mineral resource or inferred

mineral resource will ever be upgraded to a higher category.

Under Canadian securities legislation, estimates of inferred mineral

resources may not form the basis of feasibility or pre-feasibility studies, although they may form, in certain circumstances,

the basis of a “preliminary economic assessment”

as that term is defined in NI 43-101.

investors are cautioned

not to assume that any part or all, of any reported measured, indicated, or inferred mineral resource estimates referred to in

the DynaMéxico NI 43-101 Technical Report and DynaMéxico 43-101 Mineral Resource Estimate (compiled for DynaResource

de Mexico SA de CV), are economically or legally mineable.

standards, as set forth in SEC Industry Guide 7, mineralization may not be classified as a “reserve”

determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve

determination is made.

The SJG Property as described in this Annual Report on Form 10-K is without known reserves.

Mineral resources

which are not classified as mineral reserves do not have “demonstrated economic viability.”

The quantity of resources

and the quality (grade) of resources reported as “Indicated”

and “Inferred”

mineral resources in the DynaMéxico

43-101 Mineral Resource Estimate compiled for DynaResource de Mexico SA de CV, under Canadian National Instrument 43-101 and filed

by the Company with SEDAR, are not disclosed in this Form 10-Q .

There has been insufficient exploration to define any mineral

reserves on the SJG Property, and it is not certain if further exploration will result in the definition of mineral reserves.

Company is a minerals investment, management, and exploration company, and currently conducting test mining and pilot milling

operations through an operating subsidiary in México, with specific focus on precious and base metals in México.

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

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

(“DynaUSA”).

currently conduct operations in México through our operating subsidiaries.

We currently own 80% of the outstanding shares

of DynaResource de México, S.A.

(“DynaMéxico”).

DynaMéxico owns 100% of mining concessions,

equipment, camp and related facilities which comprise the San Jose de Gracia Property, in northern Sinaloa State, México.

We also own 100% of Mineras de DynaResource S.A.

(“DynaMineras”), the exclusive operator of the San José

de Gracia Project, under contract with DynaMéxico.

2000, the Company formed DynaResource de México S.A.

(“DynaMéxico”) for the purpose of acquiring

and holding mineral properties and mining concessions in México and, specifically for acquiring and consolidating the Mining

District of San Jose de Gracia.

DynaMéxico completed the consolidation of the entire SJG District to DynaMéxico

in 2003 (approx.

at that time), with the exception of the San Miguel Mining Concession (7 Hectares, for which DynaMéxico

is proceeding towards accomplishing the transfer of title, under previously signed sale and purchase agreements).

2005, the Company formed Mineras de DynaResource S.A.

(“DynaMineras”), a wholly owned subsidiary.

entered into an operating agreement with DynaMéxico on April 15, 2005.

As a consequence of that agreement and subsequent

amendments to that agreement, DynaMineras is the exclusive operating entity for the SJG Project.

in 2005, the Company formed another wholly owned subsidiary, DynaResource Operaciones, S.A.

(“DynaOperaciones”).

DynaOperaciones entered into a personnel management agreement with DynaMineras and, as a consequence of that agreement, is the

exclusive management company for personnel and consultants involved at the SJG Project.

DynaMéxico

currently owns a portfolio of mining concessions, equipment, camp and related facilities which comprise the San José

Gracia Project (“SJG”).

The mining concessions cover 69,121 hectares (170,802 acres) on the west side of the Sierra

Madre mountain range, in northern Sinaloa State.

Company currently owns 80% of the outstanding shares of DynaMéxico.

We also own 100% of Mineras de DynaResource S.A.

(“DynaMineras”), the exclusive operator of the San José

de Gracia Project, under contract with DynaMéxico,

and we own 100% of DynaResource Operaciones de San Jose de Gracia, S.A.

de C.V., (“DynaOperaciones”), a company which

manages the personnel registered to work at the San Jose de Gracia Project.

Jose de Gracia - History

production records from San Jose de Gracia (“SJG”) report 1,000,000 Oz gold production from a series of underground

The major areas report 471,000 Oz.

produced at the La Purisima area of SJG, at an average grade of 66.7 g/t.;

produced from the La Prieta area, at an average grade of 27.6 g/t.

Mineralization at SJG has been traced on surface and underground

DynaMéxico

was formed in March 2000, for the purpose of acquiring the concessions comprising the SJG District, and to consolidate all ownership

of SJG under DynaMéxico.

DynaMéxico focused on acquisition and consolidation work through 2003 and reported a virtually

clear title and consolidated ownership to the district at December 31, 2013.

Exploration Programs (1997 –

drill program was conducted at SJG in 1997 to 1998 by a prior majority owner.

Approximately 6,172 meters drilling was completed

in 63 core drill holes.

Significant intercepts, including bonanza grades, outlined the down dip potential of the Northeast section

(150 Meter NE to SW extent of the Drilling) of the Los Hilos to Tres Amigos Trend of SJG.

Surface and underground sampling in

1999 to 2000 confirmed high grades in historic workings and surface exposures throughout the project area.

These high grades outline

the presence of mineralization shoots developed within the veins.

The mineralized shoots appear to be controlled by dilational

jogs and/or vein intersections.

A total of 544 samples were collected in 1999 to 2000 and assayed an average 6.51 g/t gold.

of Company / Operations

in México are currently conducted by DynaMineras;

with the management of personnel being contracted by DynaMineras through

to DynaOperaciones.

Executive Management of DynaResource, Inc.

and consultants manage the operating companies in México;

while the Chairman/CEO of DynaUSA is the President of each of DynaMéxico, DynaMineras and DynaOperaciones.

Fees for management

and administration are charged by DynaMineras and DynaOperaciones, which are eliminated in consolidation.

Operating Entity at San Jose de Gracia

agreement with DynaMéxico, Mineras de DynaResource S.A.

(“DynaMineras”) has been named the exclusive

operating entity at the San Jose de Gracia Project.

DynaResource owns 100% of DynaMineras.

DynaMéxico

General Powers of Attorney

Chairman-CEO of DynaUSA also serves as the President of DynaMéxico.

The President of DynaMéxico holds broad powers

of attorney granted by the shareholders of DynaMéxico which gives the current President significant and broad authority

within DynaMéxico.

Ownership and Description of Subsidiaries

description of the subsidiaries owned by the Company and its ownership in each is summarized below:

de México, S.A.

Owned by DynaResource, Inc.

owner of the San Jose de Gracia Property;

de DynaResource, S.A.

100% Owned by DynaResource, Inc.

Operator of the San Jose de Gracia Project;

into Exploitation Agreement (“EAA”) with DynaMéxico (See EAA below);

into a 20-year Surface Rights Agreement with the Santa Maria Ejido (See Surface Rights Agreement below);

Operaciones de San Jose de Gracia, S.A.

Owned by DynaResource, Inc.

Management Company at San Jose de Gracia;

Production Activities (2003 –

DynaMéxico,

conducting operations through DynaMineras, mined high-grade veins at the San Pablo area of SJG from mid-2003 to June 2006.

gold was produced and sold from mill feed tonnage of 42,000 tonnes, at an average grade of approximately 15-20 g/t.

costs were reported at approximately $175/Oz.

gold in this small scale, pilot production operation (See results in table below).

The pilot operations at SJG consisted of the installation of a gravity/flotation processing circuit to an existing mill, and initial

test runs with tailings were completed in 2002.

Actual test mining at the high-grade San Pablo area of the property commenced

in March 2003.

and Milled Tonnage

Efficiency (Plant)

in Concentrate (Sales)

Cost (Average, 4 Years)

of Production Activities (2006)

Company initiated the test production activity in 2003 and, at that time, gold prices were depressed.

Exploration funding opportunities,

while available, were deemed to be too dilutive by Company management.

Subsequently, in 2006, commodities prices were improving,

and the Company was able to negotiate financing in order to fund exploration activities.

Therefore, the Company suspended test

mining activities in 2006 in order to focus on the exploration of the vast SJG District.

While the test mining and pilot milling

operations were considered successful (see results in the table above), a small-scale production operation was not expected to

provide the necessary capital in order to fund exploration of the vast SJG District.

The limited-scope pilot production activity

provided significant benefits through confirmation of production grades, metallurgy and process, efficiency of recoveries, and

production costs.

programs (2007 –

programs completed by the Company’s subsidiaries produced a total of 298 drill holes covering 68,741 meters of drilling

from 2007 through March 2011.

Results of the drilling activity, including the results of previous drilling in 1997-1998, appear

in an “SJG Drill Intercepts Summary File through 11-298”, as Exhibit 99.1 to our Form 10-Q for the period ended June

30, 2011 filed with the SEC on August 22, 2011, and available on EDGAR at:

[http://www.sec.gov/Archives/edgar/data/1111741/000112178111000241/ex99one.htm].

Additionally, the updated Drill Summary File is posted on the Company’s web site at www.dynaresource.com .

Report According to Canadian National Instrument 43-101 (2012)

2012, DynaMéxico commissioned Servicios y Proyectos Mineros (“SPM”)

for the production of a Technical Report according the Canadian National Instrument 43-101 (“the DynaMéxico NI 43-101

Technical Report”) at San Jose de Gracia.

Additionally, DynaMéxico commissioned Mr.

Robert Sandefur, a senior reserve

analyst for Chlumsky, Armbrust & Meyer LLC, Lakewood, CO (“CAM”) to produce a mineral resource estimate for the

4 main vein systems at the property (the “DynaMéxico NI 43-101 Mineral Resource Estimate”).

Used to Estimate the DynaMéxico NI 43-101 Mineral Resource Estimate-- The data base for the San Jose de Gracia Project

consists of 372 drill holes of which 361 are diamond drill holes (“DDH”) and the remaining 11 were reverse circulation

holes “(RC”), with a total drilling of 75,878 meters.

The DynaMéxico NI 43-101 Mineral Resource Estimate, prepared

in 2012, concentrates on four main mineralized vein systems at SJG:

Tres Amigos, San Pablo, La Union, and La Purisima.

372 drill holes, 368 were drilled to test these four main vein systems and the remaining four holes tested the Argillic Zone.

Technical personnel of Minop S.A.

(“Minop”), a subsidiary (or affiliate) of Goldgroup Mining Inc.

dimensional solids to constrain estimation to the interpreted veins in each swarm.

The 172 holes most recently drilled (2009-2011),

were allocated as follows:

Tres Amigos (64 holes), San Pablo (49 holes), La Union (24 holes), La Purisima (32 holes) and Argillic

Zone (3 holes).

The data base also includes rock and chip sampling, regional stream sediment sampling, and IP Surveys.

total of 5,540 pieces of core were measured for specific gravity using the weight in air vs.

weight in water method.

This represents

an additional 3,897 measurements taken in the 2009-11 drill seasons with density measurements taken from all mineral zones.

samples were coated with paraffin wax before being measured.

The results tabulated have been sorted by lithology and mineralized

The average specific gravity of 5,051 wall rock samples was 2.59 while the average specific gravity for 489 samples of

vein material is 2.68.

CAM and Servicios y Proyectos Mineros have reviewed the procedures and results and opine that the results

are suitable for use in mineral resource estimation.

DynaMéxico

NI 43-101 Mineral Resource Estimate - Construction of Wireframes-- Mineral Resources were estimated by Mr.

Sandefur within

wireframes constructed by technical personnel of Minop.

Minop was contracted by DynaMineras.

DynaMéxico

NI 43-101 Mineral Resource Estimate - Explanation of Resource Estimation-- Resource estimation was done in MineSight and MicroModel

computer systems with only those composites that were inside the wireframe used in the estimate.

Estimation was done using kriging

with the omni-directional variogram derived from all the data in each area for gold using the relative variogram derived from

the log variogram.

High grades were restricted by capping the assays at a breakpoint based on the cumulative frequency curves.

Estimation was done using search radii of 100 x 100 x 50 m “blocks”

oriented subparallel to the general strike and

dip of the vein system in each area.

A sector search, corresponding to the faces of the search box with a maximum of two points

per sector was used in estimation.

A density of 2.68 based on within ‘vein density’

samples was used in the resource

Within each of the four areas there are approximately 20 to 40 veins in the vein swarm.

Resources were estimated by

kriging using data from all veins in the swarm.

In general, gold accounts for at least 80% of the value of contained metal at

the SJG Project, so the variograms for gold were used in estimation of the four other metals.

veins at San Jose de Gracia have been historically mined for many years and historic mined volumes are not available.

exception is the approximate 42,000 tonnes of ore processed by DynaMéxico during its pilot production activities in 2003-2006.

The resource table is not adjusted for any historic mining.

To validate that historic mining had not significantly reduced the

resource, CAM reviewed the database for all assays greater than 1 gram per ton gold that were next to missing values at the bottom

of drill holes.

Only four assays satisfying this criterion were found, and on the basis of this review, Mr.

Sandefur does not

believe that significant mining has occurred within the volumes defined by the wireframes.

y Proyectos Mineros performed a database review

and considers that a reasonable level of verification has been completed, and that no material issues have been left unidentified

from the drilling programs undertaken.

DynaMéxico

NI 43-101 Mineral Resource Estimate and DynaMéxico NI 43-101 Technical Report - Data Verification-- Mr.

Luna Espinoza (“Mr.

Luna”) initially visited the San Jose de Gracia Project in November 2010 and conducted site inspections

at SJG in November 2011 and January 2012.

Sandefur conducted a site inspection of the SJG Project in January 2012.

the Property in November 2011, Mr.

Luna inspected the areas of Tres Amigos, La Prieta, Gossan Cap, San Pablo, La Union, and La

Purisima, and historic mining sites.

In January 2012, Mr.

Sandefur and Mr.

Luna inspected the areas of Tres Amigos, San Pablo,

La Union, and La Purisima.

Pictures of the areas were taken.

Many of the drill pads for the drilling programs of 2007 to 2011

were clearly located and identified.

Luna also inspected San José

de Gracia’s core logging and storage facilities,

the geology offices, the meteorological station, the plant nursery, and the mill.

Sandefur also inspected San José

de Gracia’s core logging and storage facilities.

Company received from DynaMéxico on February 14, 2012, a Mineral Resource Estimate according to Canadian National Instrument

43-101 for San Jose de Gracia (the “DynaMéxico NI 43-101 Mineral Resource Estimate’).

The DynaMéxico

NI 43-101 Mineral Resource Estimate was prepared by Mr.

Robert Sandefur, BS, MSc, P.E., a Qualified Person as defined under NI

43-101, and a senior reserve analyst for Chlumsky, Armbrust & Meyer LLC, Lakewood, CO (“CAM”).

The DynaMéxico

NI 43-101 Mineral Resource Estimate concentrates on four separate main vein systems at SJG:

Tres Amigos, San Pablo, La Union,

and La Purisima.

DynaMéxico NI 43-101 Mineral Resource Estimate prepared by Mr.

Robert Sandefur for the DynaMéxico NI 43-101 Technical

Report included Indicated Resources at Tres Amigos and San Pablo.

The “DynaMéxico NI 43-101 Mineral Resource Estimate

also included an Inferred Resource for the four vein systems.

Table summaries of Indicated and Inferred Resources are contained

in the DynaMéxico NI 43-101 Mineral Resource Estimate.

The DynaMéxico NI 43-101 Mineral Resource Estimate has been

filed, along with the DynaMéxico NI 43-101 Technical Report, on SEDAR;

but is not disclosed in this Form 10-K/A.

Technical Report According to Canadian National Instrument 43-101 (2012)

Company received from DynaMéxico, an updated Technical Report according to Canadian National Instrument 43-101, which included

the DynaMéxico NI 43-101 Mineral Resource Estimate (the “Updated DynaMéxico NI 43-101 Technical Report”).

The Updated DynaMéxico NI 43-101 Technical Report was approved by DynaMéxico, and filed by the Company on SEDAR;

but is not disclosed in this Form 10-Q .

Known Reserves

SJG property is without known reserves.

standards, mineralization may not be classified as a “reserve”

unless a determination has been made that the mineralization could be economically and legally produced or extracted at the time

the reserve determination is made.

Amendment Agreement (“EAA”)

May 15, 2013, DynaMineras entered into an Exploitation Amendment Agreement (“EAA”) with DynaMéxico.

grants to DynaMineras the right to finance, explore, develop and exploit the SJG Property, in exchange for:

Reimbursement of all costs associated with financing, maintenance, exploration, development and exploitation of the SJG Property,

which costs are to be charged and billed by DynaMineras to DynaMéxico;

After Item (A) above, the receipt by DynaMineras of 75% of gross receipts received by DynaMéxico from the sale of all minerals

produced from SJG, to the point that DynaMineras has received 200% of its advanced funds;

after items (A) and (B) above;

the receipt by DynaMineras of 50% of all gross receipts received by DynaMéxico from the

sale of all minerals produced from SJG, and throughout the term of the EAA;

in addition to Items (A), (B), and (C) above, DynaMineras shall receive a 2.5% NSR (“Net Smelter Royalty”) on all

minerals sold from SJG over the term of the EAA.

total unpaid advances made by DynaMineras to DynaMéxico as of December 31, 2018 is $2,373,500.

And, in addition, the total

balance owed by DynaMéxico to the Company as of December 31, 2018 is $4,000,000.

The EAA is the third and latest Amendment

to the original Contract Mining Services and Mineral Production Agreement (the “Operating Agreement”), which was previously

entered into by DynaMineras with DynaMéxico in April 2005, wherein DynaMineras was named the Exclusive Operating Entity

The Operating Agreement was previously amended in September 2006 (the “First Amendment”) and amended again

at July 15, 2011 (the “Second Amendment”).

The Term of the Second Amendment is 20 years, and the EAA (Third Amendment)

provides for the continuation of the 20 Year Term from the date of the Second Amendment (July 15, 2011).

Rights Agreement

January 6, 2014 DynaMineras entered into a 20-year surface rights agreement with the Santa

Maria Ejido Community surrounding the San Jose de Gracia Property (the “20 Year SRA”).

The 20 Year SRA covers an area

of 4,399 hectares surrounding the main mineral resource areas of SJG and provides for annual lease payments by DynaMineras of

$1,359,443 Pesos (approx.

$74,000 USD), commencing in 2014.

The 20-year SRA provides DynaMineras with surface access to

the core resource areas of SJG, and allows for all permitted mining, pilot production and exploration activities from the owners

of the surface rights (Santa Maria Ejido community).

Additionally,

DynaMineras expects to construct a Medical Facility and a Community Center within the SJG community in year 2015.

reports that land and building for which the medical facility and community center will be constructed have been approved for

re-zoning by the local community;

and plans are being drawn for constructing the facilities.

Rehabilitation

and Start-up of Pilot Mill Facility at San Jose de Gracia

the terms of the Exploitation Amendment Agreement (“EAA”), as described above, DynaMineras has rehabilitated the pilot

mill facility at SJG and it has rehabilitated the San Pablo mine.

The SJG pilot mill facility (a gravimetric-flotation circuit)

is designed to process bulk samples mined from selected target areas of SJG, including San Pablo.

Operations at SJG are managed

by DynaMineras and are projected to be similar to those conducted by DynaMéxico during 2003-2006.

Underground Mining and Pilot Mill Operations

Investment Program (2015 and 2016 )

July 2015, the Company commenced a capital investment program designed to increase tonnage from the test mining operations and,

to increase volume and output through the pilot mill facility.

Through DynaMineras, the Company was engaged in the implementation

of this capital investment program from July through December 2015.

And, in 2016, the Company was carrying out operations utilizing

the improvements and increased outputs from test mining and pilot milling activities.

capital investment program consisted of a net total of $3,565,000 USD as generally described below:

including @250,000 Deposit (advance for services).

And $513,000 in direct

mining costs, explosives, and payments to contractor;

related Costs;

including mine plan development, permits, assays, consulting, mine supplies,

and equuipment items;

Improvements to the Mill andCamp, including pre-operation expenses;

including payroll and consulting expenses;

long term equipment purchases including transportation, mine loading and

hauling, generators, compressors and pumps;

including legal expenses, consulting, and administration;

Value added taxes paid, and refundable;

Use and Rental;

Improvements, Expansion and Increased Output (2017 AND 2018)

Company continues its business plan of operations at San Jose de Gracia, which is to improve, increase and expand test mining

and pilot milling operations and generally, to increase production output.

Since 2015 startup of the test mining and milling activities,

the Company has increased daily output from an initial 75 tons per day, to a current 200 tons per day, and during fiscal year

2019 the Company expects to achieve production output of 250 tons per day.

(Note the Summary of Test Mining and Pilot Mill Operations

for 2015, 2016, 2017, and 2018 below).

January 2017, the Company has expended over $7.9 million USD in non-operating costs, generally classified as project improvements

and expansion costs which have been expensed in the company’s financial statements.

These funds have been provided primarily

from cash flows from operations.

An itemized list of these non-operating costs is described below:

Pond Expansion

and Equipment

Camp Expansion

Development - San Pablo

Expansion - San Pablo East

Mining Concessions

Roghts andPermitting

Company is currently reporting all costs of mine operations, improvements, and expansion as expenses in accordance with United

States General Accepted Accounting Principal (GAAP) requirements.

The results of expensing all costs is that the Company has accumulated

a net loss carry forward from Mexico operations of $28 million USD which is available to offset future taxable earnings.

of Test Mining and Pilot Mill Operations for 2015, 2016, 2017 and 2018:

Mill Feed Grade

Gold Concentrates Produced

Gold Concentrates Sold

expects to continue to increase its test underground mining activity and pilot milling operations in 2019;

and projects the increased

output to 250 tons/day from the mine(s) and mill during 2019.

of Company / Operations

in México are conducted by Mineras de DynaResource S.A.

(“DynaMineras”);

with the management of personnel

being contracted by DynaMineras through to the personnel management subsidiary, DynaResource Operaciones, S.A.

(“DynaOperaciones”).

Management of DynaResource, Inc.

and consultants continue to manage the operating companies in México;

while the Chairman/CEO

of DynaUSA is the President of each of the operating companies in México.

Fees for Management and administration are charged

by DynaMineras and DynaOperaciones, which are eliminated in consolidation.

Amendment Agreement

2013, DynaMineras, in accordance with the terms of the Exploitation Amendment Agreement, commenced the rehabilitation of the San

Pablo Mine and the refurbishment of the pilot production facility at SJG.

DynaMéxico received permits as discussed above

for the rehabilitation and operation of the pilot mill facility and the exploitation and mining of the San Pablo area of SJG.

The basis for the mining activity and the operation of the pilot mill facility are the NI 43-101 Mineral Resource Estimate, the

Technical Report, the block models prepared as a result of the recent drilling activity, and the recent production history of

Company, through its subsidiaries, has been conducting business in México since March 2000.

During this period the Company

believes it has structured its subsidiaries properly and strategically, and during which time the Company has retained key personnel

and developed key relationships and support.

The Company believes its experience and accomplishments and relationships in México

give it a competitive advantage, even though many competitors may be larger and have more capital resources.

DynaMéxico

retains 100% of the rights to concessions over the area of the San José

de Gracia property and it currently sees no competition

for mining on the lands covered by those concessions.

The sale of gold and any bi-products would be subject to global market prices,

which prices fluctuate daily.

DynaMéxico was successful in selling gold concentrates produced from SJG in prior years,

and the Company expects a competitive market for produced concentrates and/or other mineral products in the future.

Actual prices

received by DynaMineras in the sale of concentrates or other products produced from San Jose de Gracia would depend upon these

global market prices, less deductions.

Company’s operating subsidiaries, DynaMineras and DynaOperaciones, receive monthly fees for management of the SJG activities

and personnel.

These fee amounts are eliminated in consolidation.

Other than those intercompany fees, the Company reported revenue

of $14,059,697 in 2018 and $10,850,091 in 2017.

mining industry in general requires significant capital in order to take a property from the exploration, to development to production.

These costs remain a significant barrier to entry for the average company but once in production, there is a ready market for

the final products, In the case of SJG, the final product would be mainly gold, the price of which is determined by global markets,

so there is not a dependence on a customer base.

Gold generally is used for fabrication or investment.

Fabricated gold has a variety of end uses,

including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins.

Gold investors

buy gold bullion, official coins and jewelry.

A combination of current mine production, recycling and draw-down of existing gold stocks held

by governments, financial institutions, industrial organizations and private individuals make up the annual gold supply.

on public information available for the years 2008 through 2014, on average, current mine production has accounted for approximately

64% of the annual gold supply.

The following table presents the annual high, low and average daily afternoon fixing prices

for gold over the past ten years on the London Bullion Market ($/ounce):

Kitco, Reuters and the London Bullion Market Association

March 19, 2019, the afternoon fixing gold price on the London Bullion Market was $1,295 per ounce.

of Physical Assets and Insurance

business is capital intensive and requires ongoing capital investment for the replacement, modernization or expansion of equipment

and facilities.

We and our subsidiaries maintain insurance policies against property loss.

Such insurance, however, contains exclusions

and limitations on coverage, particularly with respect to environmental liability and political risk.

There can be no assurance

that claims would be paid under such insurance policies in connection with a particular event.

Environmental

activities are largely outside the United States and subject to governmental regulations for the protection of the environment.

We conduct our operations so as to protect public health and the environment and believe our operations are in compliance with

applicable laws and regulations in all material respects.

DynaMéxico is involved with maintaining tailings ponds and test

mining and pilot production activities (through DynaMineras) with the oversight of SEMARNAT, the federal environmental agency

of México.

for the Years Ended December 31, 2018 and 2017

of Test Mining and Pilot Mill Operations for 2017 and 2018:

Mill Feed Grade

Gold Concentrates Produced

Gold Concentrates Sold

expects to continue to increase its test underground mining activity and pilot milling operations in 2018;

and projects the increased

output from to 250 tons/day from the mine and mill during 2018.

pilot operations in 2018 yielded 52,038 Tons mined and processed from underground test mining activity and pilot milling operations;

and the production of approximately 14,147 gross Oz Au, and net of dry weight adjustments at the buyer’s facilities, the

production of approximately 13,418 Oz Au.

The Company reports net revenue of $14,059,697 net of buyer’s price discount and

refining and treatment costs.

pilot operations in 2017 yielded 35,170 Tons mined and processed from underground test mining activity and pilot milling operations;

and the production of approximately 12,636 gross Oz Au, and net of dry weight adjustments at the buyer’s facilities, the

production of approximately 10,740 Oz Au.

The Company reports net revenue of $10,850,091 net of buyer’s price discount and

refining and treatment costs.

expects to continue its test underground mining activity and pilot milling operations in 2019;

and projects the output of 300

tons/day from the mine and mill in 2019.

Revenues for the years ended December 31, 2018 and 2017 were $14,059,697 and $10,850,091, respectively.

The Company continued

the test mining and pilot mill processing at San Jose de Gracia, including the production and sale of precious metals concentrates.

The increase is reflective of the increase tonnage mined detailed above as a result of the opening of the San Jose Garcia East

mine as well as increase production activity from the expansion of operating in the second half of 2017.

COSTS RELATED TO SALES.

Production costs related to sales for the years ended December 31, 2018 and 2017 were $1,716,721 and $1,558,084,

respectively.

These are expenses directly related to the milling, packaging and shipping of gold and other precious metals product.

The increase is consistent with the increase production and revenue.

PRODUCTION COSTS.

Mine production costs for the years ended December 31, 2018 and 2017 were $2,807,474 and $1,178,162 respectively.

These costs are directly related to the extraction of mine tonnage to be processed at the mill.

The increase is consistent with

the increase tonnage mined.

EXPLORATION COSTS.

Mine exploration costs for the years ended December 31, 2018 and 2017 were $3,639,791 and $3,218,831, respectively.

These are the cost of extracting waste material to reach the materials to be extracted for processing.

The percentage increase

was less than the production increase as a result of more targeted mining.

EXPANSION COSTS:

Mine expansion costs for the years ended December 31, 2018 and 2017 were $1,466,287 and $1,514,104, respectively.

These are the cost associated with the expansion of the mining facilities and the cost associated with preparing the San Jose

de Gracia East Mine for production.

TRANSPORTATION.

Transportation costs for the years ended December 31, 2018 and 2017 were $645,504 and $576,315, respectively.

These are the costs

of transporting the product to the customer for treatment and sale.

The increase was consistent with the increased revenue

WAREHOUSE AND SUPPORT FACILITIES.

Camp, warehouse and support facility cost for the years ended December 31, 2018 and 2017 were

$2,796,279 and $1,226,897, respectively.

These are the support cost of the mining facilities including housing, food, security

and warehouse operations.

The camp capacity was doubled in the second half of 2017 resulting in a full year of expenses in 2018.

HOLDING COSTS.

Property holding costs for the years ended December 31, 2018 and 2017 were $1,310,220 and $702,599, respectively.

These costs are concessions taxes, leases on land and other direct costs of maintaining the property.

The increase was a result

of increase concessions on the Francisco Arturo lease and settlement of prior year concessions for amount in excess of the accrual.

AND ADMINISTRATIVE EXPENSES.

General and administrative expenses for the years ended December 31, 2018 and 2017 were $2,203,366

and $2,609,675 respectively.

These are the cost of operating the Company not directly associated with the mine operations including

management, accounting and legal expenses.

INCOME (EXPENSE).

Other income for the years ended December 31, 2018 and 2017 was $1,567,074 and $3,155,274, respectively.

in this category in 2018 is interest expense of $(391,757), other expense of $(323,034), Change in Derivative Liability of $2,206,825,

gain on sale of assets of $23,715 and currency transaction gain (loss) of $51,325.

Included in this category in 2017 is interest

expense of $(158,944), change in derivative of $1,924,582 and currency transaction gain or (loss) of $1,388,573.

NON-CONTROLLING

The non-controlling interest portion of the net loss for the years ended December 31, 2018 and 2017 was $383,630 and

$122,184, respectively.

This represents the non-controlling interest share of DynaMéxico’s loss.

COMPREHENSIVE INCOME (LOSS).

Comprehensive income (loss) includes the Company’s net income (loss) plus the unrealized currency

translation gain (loss) for the period.

The Company’s other comprehensive loss for the years ended December 31, 2018 and

2017 consisted of unrealized currency losses of $178,473 and $(1,781,773) respectively.

and Capital Resources

of December 31, 2018, the Company had working capital of $(1,783,693), comprised of current assets of $6,567,578 and current liabilities

of $8,351,271, of which $974,683 is a derivative liability.

This represents an increase of $41,161 from the working capital maintained

by the Company of $(1,824,854) with a derivative liability of $3,181,508 as of December 31, 2017.

The primary reason for this

deficit is recognition of financial statement derivatives incurred in the issuance of Preferred C shares in 2015.

continued to ramp up the operations to the refurbishment of the pilot mill facility and the rehabilitation of the San Pablo mine

at San Jose de Gracia.

cash provided (used) in operations for the year ended December 31, 2018 was $(531,142) compared to $797,713 in the year ended

December 31, 2017.

The decrease is primarily the result of the decrease in net income from $1,415,068 for the year ended December

31, 2017 to a net (loss) of $(966,727) in the current year offset by an increase in payables and customer advances.

cash provided by(used) in investing activities for the years ended December 31, 2018 and 2017 was $19,784 and $(12,316), respectively.

In 2017 and 2018 expenditures necessary for the expansion of mining operations totaling $1,260,873 and $1,039,000, respectively

which would normally have been included in this category were expenses due to the company’s lack of proven and probable

provided (used) provided by financing activities for the year ended December 31, 2018 was $(512,136) compared to $2,328,106 for

the year ended December 31, 2017.

The swing was a result of $2,500,000 in proceeds from the issuance of stock as a result of the

exercise of warrants in the year ended December 31, 2017.

There were no funds raised from the issuance of stock in the current

In additions cash used for repayment of debt rose from $171,894 in the prior year to $512,136 this year.

Non-controlling

the terms of the Earn In Agreement (September 1, 2006 to March 15, 2011), Goldgroup Mining Inc.

and its wholly owned subsidiary

Goldgroup Resources, Inc.

(Goldgroup), through 2010, had contributed capital to DynaMéxico in order to acquire 25% of the

outstanding shares (a shareholder interest) of DynaResource de México, S.A.

(DynaMéxico).

In March 2011,

Goldgroup had contributed a total of $18 M USD capital to DynaMéxico in order to acquire a total of 50% of the outstanding

shares (a shareholder interest) of DynaMéxico.

From March 2011 through May 2013, Goldgroup owned 50% of the outstanding

shares of DynaMéxico, and since May 2013 to current date Goldgroup owns 20% of the outstanding shares of DynaMéxico.

The applicable portion of the earnings or loss attributable to Goldgroup is offset in this section.

In the years ended December

31, 2018 and 2017 the portion of the net loss attributable to Goldgroup was $(383,630) and $(122,184), respectively.

Sheet Arrangements

of December 31, 2018, we did not have any off-balance sheet arrangements (as that phrase is defined by SEC rules applicable

to this report) which have or are reasonably likely to have a material adverse effect on our financial condition, results of operations

or liquidity.

Plan of operation for the next twelve months includes DynaMineras continuing the improvement and expansion of the test mining

and pilot milling operations at SJG.

The Company funds its general and administrative expenses in the US.

The Company’s

operating subsidiaries, DynaMineras and DynaOperaciones, receive monthly fees for management of SJG activities and personnel.

These amounts are eliminated in consolidation.

The Company believes that cash on hand, and including cash flow generated from

its current operations, is adequate to fund its ongoing general and administrative expenses through 2018.

The Company may seek

additional debt funding during the next 24 months depending on results of its pilot operations, market conditions, and other factors.

Company’s primary activities relate to the exploitation of the SJG property through its 100% owned operating subsidiary,

DynaMineras is conducting activities at SJG under the terms of the Exploitation Amendment Agreement (the “EAA”,

or, “operating agreement”) with DynaMéxico.

Process-Core Drill Holes

geological data reported from core drill holes contained in this report was verified by an appropriate quality control person

using industry standard quality controls and quality assurance protocols utilized in exploration activities.

Standard reference

samples and various duplicates are inserted in each batch of assays.

Drill core samples are cut by saw on site and samples splits

are prepared for shipment, sealed and then shipped for assaying.

Samples were sent to a certified assayer (Inspectorate Exploration

& Mining Services Ltd., Vancouver, BC.) and analyzed for gold by fire assay and for silver and 34 other trace and major elements

in accordance with standard industry practices.

the period September 2006 through December 31, 2011, funding from Goldgroup provided for DynaMéxico’s completing

approximately 68,741 meters drilling at San Jose de Gracia, resulting in a defined NI 43-101 Mineral Resource Estimate as described

in the 2012 DynaMéxico-CAM SJG Mineral Resource Estimate.

The Company expects DynaMineras to plan continued and subsequent

drilling programs at San Pablo, Tres Amigos, La Ceceña, Palos Chinos, La Union, La Purisima, and La Prieta / Rosario /

The Company expects further drilling programs to confirm extensions to mineralization in all directions and down dip

from the main target areas.

Mineralization

at San José

Company was informed by DynaMéxico that it had outlined significant mineralization from drilling activity at San Pablo,

Tres Amigos, La Union, and La Purisima areas of SJG as described in the recent NI 43-101 2012 DynaMéxico-CAM SJG Mineral

Resource Estimate.

Further drilling is expected to outline additional mineralization at these 4 major target areas at SJG, while

additional mineralization is also expected to be defined at La Prieta and the area Northeast of Tres Amigos.

Other areas at SJG

indicate clear potential to develop additional mineralization.

Known Reserves

SJG property is without known reserves.

standards, mineralization may not be classified as a “reserve”

unless a determination has been made that the mineralization could be economically and legally produced or extracted at the time

the reserve determination is made.

Amendment Agreement (“EAA”)

May 15, 2013, DynaMineras entered into an Exploitation Amendment Agreement (“EAA”) with DynaMéxico.

grants to DynaMineras the right to finance, explore, develop and exploit the SJG Property, in exchange for:

(A) Reimbursement

of all costs associated with financing, maintenance, exploration, development and exploitation of the SJG Property, which costs

are to be charged and billed by DynaMineras to DynaMéxico;

and, (B) After Item (A) above, the receipt by DynaMineras of

75% of gross receipts received by DynaMéxico from the sale of all minerals produced from SJG, to the point that DynaMineras

has received 200% of its advanced funds;

and, (C) after items (A) and (B) above;

the receipt by DynaMineras of 50% of all gross

receipts received by DynaMéxico from the sale of all minerals produced from SJG, and throughout the term of the EAA;

(D) in addition to Items (A), (B), and (C) above, DynaMineras shall receive a 2.5% NSR (“Net Smelter Royalty”) on

all minerals sold from SJG over the term of the EAA.

The total Advances made by DynaMineras to DynaMéxico as of December

31, 2014 is $4,025,000.

The EAA is the third and latest Amendment to the original Contract Mining Services and Mineral Production

Agreement (the “Operating Agreement”), which was previously entered into by DynaMineras with DynaMéxico in

April 2005, wherein DynaMineras was named the Exclusive Operating Entity at SJG.

The Operating Agreement was previously amended

in September 2006 (the “First Amendment”) and amended again at July 15, 2011 (the “Second Amendment”).

The Term of the Second Amendment is 20 years, and the EAA (Third Amendment) provides for the continuation of the 20 Year Term

from the date of the Second Amendment (July 15, 2011).

Operating Entity at San Jose de Gracia

agreement with DynaMéxico, Mineras de DynaResource S.A.

(“DynaMineras”) has been named the exclusive

operating entity at the San Jose de Gracia Project.

DynaResource owns 100% of DynaMineras.

DynaMéxico

General Powers of Attorney

Chairman-CEO of DynaUSA also serves as the President of DynaMéxico and as the President of DynaMineras.

The President of

DynaMéxico holds broad powers of attorney granted by the shareholders of DynaMéxico which gives the current President

significant and broad authority within DynaMéxico.

Rehabilitation

and Start-up of Pilot Mill Facility at San Jose de Gracia

the terms of the Exploitation Amendment Agreement (“EAA”), as described above, DynaMineras has rehabilitated the pilot

mill facility at SJG.

The SJG pilot mill facility (a gravimetric-flotation circuit) is now processing bulk samples mined from

selected target areas of SJG.

Operations at SJG are managed by DynaMineras and are similar to those conducted by DynaMéxico

during 2003-2006.

Advances to Subsidiaries

de México (“DynaMéxico”)

May 2013, the Company acquired additional shares in the outstanding equity in DynaMéxico in exchange for the retirement

of accounts receivable of $2,393,803, which amount was due from DynaMéxico at December 31, 2012.

As a result, as of May

17, 2013, the Company owns 80% of the outstanding equity of DynaMéxico.

December 31, 2014, the Company issued 1,333,333 shares of its common stock to DynaMineras in exchange for $4,000,000 receivable

it held from DynaMéxico.

of December 31, 2018, and December 31, 2017 DynaMineras owed the Company $6,392,705 and $6,346,500, respectively.

of December 31, 2018, and December 31, 2017 DynaMéxico owed the Company $4,000,000 and $4,000,000, respectively.

of December 31, 2018, and December 31, 2017 DynaOperaciones owed the Company $225,000 and $225,000, respectively.

of December 31, 2018, and December 31, 2017 DynaMéxico owed DynaMineras $2,373,500 and $2,539,639, respectively.

of December 31, 2018, and December 31, 2017 DynaOperaciones owed DynaMineras $7,134,808 and $6,077,325, respectively.

on December 31, 2012, the Company and DynaMineras agreed with DynaMéxico to accrue interest on the total amount receivable

until repaid or otherwise retired.

The interest rate to be accrued is agreed to be simple annual interest at the rate quoted by

the Bank of México.

Advances to DynaMineras and DynaMéxico from the Company

Company expects to make additional advances to DynaMineras and DynaMéxico.

Future advances from DynaMineras to DynaMéxico

will be made under the terms of the Exploitation Amendment Agreement.

Other advances are agreed to be accrued in the same manner

as previous receivables, until or unless otherwise agreed between DynaMéxico and the Company.

from Goldgroup Mining Inc.

(“Goldgroup”) to Dyna México

2014, Goldgroup advanced $111,500 to DynaMéxico and in 2013 Goldgroup advanced $120,000 USD to DynaMéxico.

total $231,500 is being carried by DynaMéxico as a Due to Non-Controlling Interest at December 31, 2018 and 2017.

Receivable and Investments in Affiliate

Nevada, Inc., a Nevada Corporation (“DynaNevada”), with one operating subsidiary in México, DynaNevada de México,

(“DynaNevada de México”) have common officers, directors and shareholders.

The total amount loaned

by the Company to DynaNevada at December 31, 2010 was $805,760.

The terms of the Note Receivable provided for a “Convertible

repayable at 5% interest over a 3-year period, and convertible at the Company’s option into Common Stock of

DynaNevada at $0.25 / Share.

On December 31, 2010, the Company converted its receivable from DynaNevada into 3,223,040

Shares of DynaNevada;

and as a result, the Company owns 19.92% of the outstanding share capital of DynaNevada.

DynaNevada is a

related entity, and through its subsidiary in México (DynaNevada de México), (“DynaNevada de México”),

has entered into an Option agreement with Grupo México (“IMMSA”) in México, for the exploration and

development of approximately 3,000 hectares in the State of San Luis Potosi (“the Santa Gertrudis Property”).

2010, DynaNevada de México completed the Option with IMMSA so that it now owns 100% of Santa Gertrudis.

In June 2010, DynaNevada

de México acquired an additional 6,000 Hectares in the State of Sinaloa (“the San Juan Property”).

has loaned additional funds to DynaNevada since 2010 for maintenance of concessions and other nominal required fees and expenses.

The Company had a receivable from DynaResource Nevada, Inc.

of $0 and $0 at December 31, 2018 and 2017 respectively.

has investment balance in DynaResource Nevada, Inc.

of $70,000 and $70,000 as of December 31, 2018 and 2017, respectively.

Interest Holder in DynaMéxico Attempts to Interfere with Activities at San Jose de Gracia (2016)

Mining Inc., Vancouver, BC.

(“GGA.TO”

“Goldgroup Mining”), a Minority Interest Holder in DynaMéxico

through a Mexican subsidiary Goldgroup Resources Inc., issued a press release on June 27, 2016 claiming to announce a closing

of mining operations at the SJG Project, which was misleading, deceptive, and proved to be false.

Goldgroup Mining issued the

June 27 press release without independently confirming the facts –

and admitted its failure to confirm the facts in the

DynaMéxico corrected the misleading press release issued by Goldgroup Mining as described below:

DynaMéxico herein states the facts:

Following an unscheduled inspection of the mining operations at the SJG Project on June 26, 2016 by a Sinaloa State governmental

agency, an order of temporary work stoppage was quickly overturned by Sinaloa State court order.

The Sinaloa State Court ruled that the unscheduled inspection and the temporary suspension of mining operations at the SJG Project,

were improper.

The Sinaloa State Court further ordered the immediate removal of the temporary suspension.

Following the Sinaloa State Court Order, all mining operations at SJG promptly resumed normal activities.

DynaMéxico herein states further facts:

Following a second unscheduled inspection of the mining and milling operations at the SJG Project on August 18, 2016 by a Sinaloa

State governmental agency, an order of temporary work stoppage was quickly overturned by a second Sinaloa State court order.

The Sinaloa State Court ruled that the unscheduled inspection and the temporary suspension of mining and milling operations at

the SJG Project, were again improper.

Once again, the Sinaloa State Court further ordered the immediate removal of the temporary

Following the second Order issued by the Sinaloa State Court, all mining and milling operations at SJG once again promptly resumed

normal activities.

The award of damages in excess of $48 million USD against Goldgroup Resources Inc.

(“Goldgroup Resources”, a wholly

owned subsidiary of Goldgroup Mining Inc.), by virtue of a sentence issued on October 5, 2015 by the Thirty Sixth Civil Court

of the Superior Court of Justice of the Federal District of México, remains as ordered by the court.

On October 5, 2016, the Thirty-Sixth Civil Court of the Superior Court of Justice of the Federal District of Mexico (Tribunal

Superior de Justicia del Distrito Federal) approved a Lien (referred to by the court as an “Embargo”), in favor of

DynaMéxico, upon Stock Certificates in the name of Goldgroup Resources Inc.

(“Goldgroup”).

The Stock Certificates

subject to the Lien (“Embargo”) constitute Shares of DynaMéxico (“the Goldgroup DynaMéxico Shares”).

Goldgroup Mining Inc., the parent company (“Goldgroup Mining”), has not disclosed the $48 million award of damages,

Nor the Lien against the Shares, nor has Goldgroup Mining disclosed the unsuccessful efforts of its subsidiary to challenge the

$ 48 million damages award, in its Annual Information Form -- the equivalent of its annual report to shareholders.

An unrelated lawsuit, in which the amount in controversy was only $3 million, was disclosed by Goldgroup Mining Inc.

Goldgroup Resources currently holds a minority interest in the outstanding share capital of DynaMéxico.

Goldgroup Resources

has challenged this level of ownership through the legal system, but this challenge has also been unsuccessful.

The ownership

of Goldgroup Resources in the capital of DynaMéxico remains at 20%.

Goldgroup Mining, the parent company, has not disclosed the unsuccessful efforts of Goldgroup Resources to challenge this ownership

level in DynaMéxico, in its Annual Information Form.

Since 2005, the exclusive operator of the SJG Project, under contract with (and an affiliate of) DynaMéxico, is Mineras

de DynaResource S.A.

(“DynaMineras”).

This operating control of the SJG Project has continued uninterrupted

since 2005, before Goldgroup Resource contributed any capital investment to DynaMéxico.

Goldgroup Mining, the parent company, has not disclosed that DynaMineras has operating control of the SJG Project, in its Annual

Information Form.

Since 2000, the President of DynaMéxico holds broad powers of attorney granted by the shareholders of DynaMéxico.

The powers of attorney give the President broad authority to act for DynaMéxico.

The powers of attorney existed before

Goldgroup Resources contributed any capital investment to DynaMéxico.

Goldgroup Mining, the parent company, has not disclosed the existence of the powers of attorney held by the President of DynaMéxico,

in its Annual Information Form.

DynaMéxico’s

further clarifying statements regarding the SJG Project:

In recent years, Goldgroup Mining and Goldgroup Resources (“Goldgroup”) have continuously misrepresented ownership

interest and shareholder position related to DynaMéxico and the SJG Project;

DynaMéxico, since May 2000, owns 100% of the mining concessions and related interest comprising the SJG Project;

At no time has Goldgroup owned any interest in the SJG Project;

rather its only ownership interests have been earned under agreement

as a common shares equity interest (shareholder’s interest) of DynaMéxico;

DynaResource, Inc., Irving, Texas (OTCQB:

DYNR - “DynaUSA”) currently owns 80% of the outstanding share Capital of

DynaMéxico;

Goldgroup currently owns 20% of the outstanding share capital of DynaMéxico;

At no time during its involvement as a common shares equity interest holder (shareholder) of DynaMéxico, has Goldgroup

been an operator at the SJG Project;

is no joint venture agreement with Goldgroup involving the SJG Project;

the earning of its shareholder’s interest in DynaMéxico (March 2011), Goldgroup has continuously refused to contribute

funds to the ongoing maintenance, advance, and further development of the SJG Project;

and continuously since March 2011, Goldgroup has sought to, and threatened to stop, delay, or otherwise impair and negatively

impact the financing, maintenance, advance and further development of the SJG Project;

Company believes that no material adverse change will occur as a result of the actions taken, and the Company further believes

that there is little to no potential for the assessment of a material monetary judgment against the Company for legal actions

it has filed in México.

For purposes of confidentiality, the Company does not provide more specific disclosure in this

AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At the present time, we are not party to any agreement that would limit our ability to pay dividends.

During the fiscal years ended December 31, 2021 and 2020, no securities of the Company were authorized for issuance under equity compensation plans.

SELECTED FINANCIAL DATA

Not applicable for smaller reporting companies.

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

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity