DYNARESOURCE, INC. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Incorporated into and forming an integral part of this Form 10-K are the audited consolidated financial statements for the Company for the years ended December 31, 2021 and 2020. The consolidated financial statements as of December 31, 2021 and 2020 of the Company included in this Form 10-K have been audited by Armanino LLP, an independent registered public accounting firm, as set forth in their report. Consolidated Financial Statements included in the Form 10-K: Report of Independent Registered Public Accounting Firm PCAOB ID: 32 24 Consolidated Balance Sheets 26 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) 27 Consolidated Statement of Changes in Stockholders’ (Deficit) 28 Consolidated Statements of Cash Flows for the Years 29 Notes to the Consolidated Financial Statements 30 23 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders DynaResource, Inc. Irving, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of DynaResource, Inc. (the "Company") and subsidiaries as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. 24 Table of Contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Derivative Liabilities As described in Note 10 to the consolidated financial statements, the derivative liabilities represent the embedded conversion features of the Series C Preferred Stock, Preferred Series C Warrants, and Series D Notes Kicker Warrants. The Company has classified the derivative liabilities as Level 3 liabilities and the fair value of the liabilities are evaluated each reporting period. As of December 31, 2021, the derivative liabilities were $3,898,914. The derivative liabilities include both quantitative and qualitative components. The calculation of the fair value of the derivative liabilities used a Black-Scholes pricing model. Key components of the fair value calculation included: the annual volatility rate, the risk-free rate, the remaining term, and the fair value of the underlying common stock. The principal considerations for our determination that performing procedures relating to the fair value of the derivative liabilities is a critical audit matter are: there was significant judgment and estimation used by management in determining the fair value of the derivative liabilities, which led to an increased level of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence obtained relating to the derivative liabilities, including the qualitative component. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included documenting the control environment in which judgements were made. These procedures also included, testing the reasonableness of the assumptions management used in the Black-Scholes pricing model, recalculating the change in fair value, and performing a stress-test on the assumptions. Armanino LLP Dallas, Texas We have served as the Company's auditor since 2020. March 24, 2022 except for Note 16, as to which the date is August 23, 2022 25 Table of Contents DYNARESOURCE, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 and 2020 2021 2020 ASSETS Current assets Cash and cash equivalents $ 15,719,238 $ 1,504,016 Accounts receivable 577,118 840,743 Inventories 2,110,203 603,967 Foreign tax receivable 4,742,180 2,179,914 Appeal bond — 1,111,111 Other current assets 667,742 578,661 Total current assets 23,816,481 6,818,412 Property and equipment (net of accumulated depreciation of $ 116,425 and $ 113,176 ) 2,729 5,978 Right-of-use assets 648,381 735,220 Mining concessions 4,132,678 4,132,678 Other assets 162,174 165,380 TOTAL ASSETS $ 28,762,443 $ 11,857,668 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,275,679 $ 2,274,011 Accrued expenses 5,440,204 3,385,093 Customer advances 9,250,000 2,500,000 Derivative liabilities 3,898,914 2,371,560 Current portion of convertible notes payable 543,279 — Current portion of operating lease payable 98,169 82,733 Current portion of long-term debt 1,962,525 1,984,007 Total current liabilities 22,468,770 12,597,404 Convertible notes payable - Series D (net of amortized discount of $ 0 and $ 755,214 ) — 3,264,786 Convertible notes payable - Series I & II, less current portion — 543,279 Operating lease payable, less current portion 587,782 685,951 Long term debt, less current portion — 97,428 TOTAL LIABILITES 23,056,652 17,188,848 TEMPORARY EQUITY Series C Senior Convertible Preferred Stock, $ 0.0001 par value, 1,734,992 shares authorized, issued and outstanding 4,337,480 4,337,480 Series D Senior Convertible Preferred Stock, $ 0.0001 par value, 3,000,000 shares authorized, 760,000 and 0 shares issued and outstanding 1,520,000 — COMMITMENTS AND CONTINGENCIES — — STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock, Series A, $ 0.0001 par value, 1,000 shares authorized, issued and outstanding 1 1 Common Stock, $ 0.01 par value, 40,000,000 and 40,000,000 shares authorized 18,091,293 and 17,722,825 issued and outstanding 180,913 177,228 Preferred rights 40,000 40,000 Additional paid-in-capital 50,632,400 50,407,333 Treasury stock, 12,180 and 516,480 shares ( 34,773 ) ( 1,474,486 ) Accumulated other comprehensive income ( 247,665 ) 438,092 Accumulated deficit ( 50,722,465 ) ( 59,256,828 ) TOTAL STOCKHOLDERS’ DEFICIT ( 151,589 ) ( 9,668,660 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 28,762,443 $ 11,857,668 The accompanying notes are an integral part of these consolidated financial statements. 26 Table of Contents DYNARESOURCE, INC. CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2021 2020 REVENUE $ 35,886,046 $ 9,048,831 COSTS AND EXPENSES OF MINING OPERATION Production cost applicable to sales 2,909,401 1,166,135 Mine production costs 3,965,467 2,370,972 Mine exploration costs 5,198,057 1,610,747 Mine expansion costs 1,478,725 909,190 Camp, warehouse and facilities 2,913,832 2,036,610 Transportation 1,330,414 528,423 Property holding costs 127,731 137,377 General and administrative 4,773,473 2,966,073 Depreciation and amortization 3,249 3,249 TOTAL OPERATING EXPENSES 22,700,349 11,728,776 NET OPERATING INCOME (LOSS) 13,185,697 ( 2,679,945 ) OTHER INCOME (EXPENSE) Foreign currency gains (loss) 247,712 ( 361,127 ) Interest expense ( 1,573,125 ) ( 1,133,360 ) Derivatives mark-to-market gain (loss) ( 2,186,912 ) ( 1,186,964 ) Arbitration award expense ( 1,111,111 ) — Other income (expense) 1,072 ( 4,427 ) TOTAL OTHER INCOME (EXPENSE) ( 4,622,364 ) ( 2,685,878 ) NET INCOME (LOSS) BEFORE TAXES 8,563,333 ( 5,365,823 ) PROVISION FOR INCOME TAXES 28,970 — NET INCOME (LOSS) $ 8,534,363 $ ( 5,365,823 ) DEEMED DIVIDEND FOR SERIES C & D PREFERRED ( 188,699 ) ( 173,499 ) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST — 61,589 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 8,345,664 $ ( 5,477,733 ) EARNINGS PER SHARE ATTRIBUTABLE TO THE EQUITY HOLDERS OF DYNARESOURCE, INC. Basic and Diluted Income (loss) per common share $ 0.47 $ ( 0.31 ) Weighted average shares outstanding – Basic and Diluted 17,797,528 17,722,825 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss) ( 685,757 ) 100,582 TOTAL OTHER COMPREHENSIVE INCOME (LOSS) ( 685,757 ) 100,582 TOTAL COMPREHENSIVE INCOME (LOSS) $ 7,848,606 $ ( 5,265,241 ) ATTRIBUTABLE TO: EQUITY HOLDERS OF DYNARESOURCE, INC. $ 7,848,606 $ ( 5,191,983 ) NON-CONTROLLING INTEREST $ — $ ( 73,258 ) The accompanying notes are an integral part of these consolidated financial statements. 27 Table of Contents DYNARESOURCE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 2021 AND 2020 Preferred A Common Preferred Preferred Paid In Treasury Treasury Other Comp Accumulated Non Controlling Shares Amount Shares Amount Rights Amount Capital Shares Amount Income Deficit Interests Totals Balance January 1, 2020 1,000 $ 1 17,722,825 $ 177,228 1 $ 40,000 $ 56,622,159 778,980 $ ( 2,223,891 ) $ 325,841 $ ( 53,952,594 ) $ ( 5,723,663 ) $ ( 4,734,919 ) Treasury Stock Issued for Services ( 649,405 ) ( 262,500 ) 749,405 100,000 Other Comprehensive Income 112,251 ( 11,669 ) 100,582 Net Income (Loss) ( 5,304,234 ) ( 61,589 ) ( 5,365,823 ) Elimination of Non-Controlling Interest ( 5,565,421 ) 5,796,921 231,500 Balance, December 31, 2020 1,000 $ 1 17,722,825 $ 177,228 1 $ 40,000 $ 50,407,333 516,480 $ ( 1,474,486 ) $ 438,092 $ ( 59,256,828 ) $ - $ ( 9,668,660 ) Treasury Stock Issued for Services ( 434,490 ) ( 504,300 ) 1,439,713 1,005,223 Stock Warrants Exercised 368,468 3,685 659,557 663,242 Other Comprehensive Income ( 685,757 ) ( 685,757 ) Net Income (Loss) 8,534,363 8,534,363 Balance, December 31, 2021 1000 $ 1 18,091,293 $ 180,913 1 $ 40,000 $ 50,632,400 12,180 $ ( 34,773 ) $ ( 247,665 ) $ ( 50,722,465 ) $ - $ ( 151,589 ) The accompanying notes are an integral part of these consolidated financial statements. 28 Table of Contents DYNARESOURCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2021 2020 CASH FLOWS FROM OPERATING ACTIVITES: Net Income (Loss) $ 8,534,363 $ ( 5,365,823 ) Adjustments to reconcile net income (loss) to cash used in operating activities Change in derivatives 2,186,912 1,186,964 Depreciation and amortization 3,249 3,249 Amortization of loan discount 755,214 343,279 Stock issued for services 1,005,223 100,000 Non-dilution stock issuance — 4,427 Change in operating assets and liabilities Accounts receivable 263,625 262,462 Inventories ( 1,506,236 ) ( 80,878 ) Foreign tax receivable ( 2,562,266 ) ( 882,527 ) Appeal bond 1,111,111 ( 1,111,111 ) Right-of-use assets 86,839 77,641 Other assets ( 85,875 ) ( 237,849 ) Accounts payable ( 998,332 ) 214,582 Accrued expenses 2,055,111 1,633,622 Customer advances 6,750,000 1,500,000 Operating lease liabilities ( 82,733 ) ( 69,146 ) CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES 17,516,205 ( 2,421,108 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock warrants 3,685 — Proceeds from borrowing — 4,020,000 Payments of convertible notes ( 2,500,000 ) ( 359,033 ) Payments of long-term debt ( 61,406 ) ( 66,644 ) CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES ( 2,557,721 ) 3,594,323 Effects of foreign currency exchange ( 743,262 ) ( 23,771 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVILANTS 14,215,222 1,149,444 CASH AND CASH EQUIVILANTS AT BEGINNING OF PERIOD 1,504,016 354,572 CASH AND CASH EQUIVILANTS AT END OF PERIOD $ 15,719,238 $ 1,504,016 SUPPLEMENTAL DISCLOSURES Cash paid for interest $ 583,144 $ 206,642 Cash paid for income taxes $ — $ — NON-CASH TRANSACTION Accrued interest rolled into notes payable $ — $ 23,933 The accompanying notes are an integral part of these consolidated financial statements. 29 Table of Contents DYNARESOURCE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 and 2020 NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Nature of Activities, History and Organization DynaResource, Inc. (The “Company”, “DynaResource”, or “DynaUSA”) was organized September 28, 1937, as a California corporation under the name of West Coast Mines, Inc. In 1998, the Company re-domiciled to Delaware and changed its name to DynaResource, Inc. The Company is in the business of acquiring, investing in, and developing precious metal properties, and the production of precious metals. In 2000, the Company formed a wholly owned subsidiary, DynaResource de México S.A. de C.V., chartered in México (“DynaMéxico”). This Company was formed to acquire, invest in and develop resource properties in México. DynaMéxico owns a portfolio of mining concessions that currently includes its interests in the San José de Gracía Project (“SJG”) in northern Sinaloa State, México. The SJG District covers 9,920 hectares (24,513 acres) on the west side of the Sierra Madre mountain range. DynaUSA currently owns 80% of the outstanding capital of DynaMéxico. DynaMéxico currently holds 20% of the Shares of DynaMéxico as treasury shares, after complete foreclosure and recovery of those shares on February 20, 2020 from Goldgroup Resources Inc., a wholly owned subsidiary of Goldgroup Mining Inc. Vancouver, BC (“Goldgroup”). In 2005, the Company formed DynaResource Operaciones de San Jose De Gracía S.A. de C.V. (“DynaOperaciones”) as an operating subsidiary to manage registered employees, and acquired effective control of Mineras de DynaResource, S.A. de C.V. (formerly Minera Finesterre S.A. de C.V., “DynaMineras”). The Company owns 100% of DynaMineras and 100% of DynaOperaciones. The Company elected to become a voluntary reporting issuer in Canada in order to avail itself of Canadian regulations regarding reporting for mining properties and, more specifically, National Instrument 43-101 (“NI 43-101”). This regulation sets forth standards for reporting resources in a mineral property and is a standard recognized in the mining industry. Significant Accounting Policies The consolidated financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items that: 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the consolidated financial condition, results of operations and cash flows of the Company for the respective periods presented. Basis of Presentation The Company prepares its consolidated financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States. Use of Estimates In order to prepare consolidated financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the consolidated financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from the resolution currently anticipated by management and on which the consolidated financial statements are based. Principles of Consolidation The consolidated financial statements include the accounts of DynaResource, Inc., as well as DynaResource de México, S.A. de C.V. (100% ownership), DynaResource Operaciones S.A. de C.V. ( 100 % ownership) and Mineras de DynaResource S.A. de C.V. (100% ownership). All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. 30 Table of Contents Non-Controlling Interest The Company’s subsidiary, DynaResource de México S.A. de C.V, was 20 % owned by Goldgroup Resources, Inc. until February 20, 2020 when the Company recovered the shares as partial satisfaction of a legal judgement. See Note 11 for further details. The Company accounted for this outside interest as a “non-controlling interest” through February 2020. A 20% share of operating income (loss) and comprehensive income (loss) was allocated to the non-controlling interest through the date of the recovery of the shares. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of December 31, 2021, the Company had $ 15,266,823 of deposits in U.S. Banks in excess of the FDIC limit. The Company does not believe it is at a risk of loss. Accounts Receivable and Allowances for Doubtful Accounts The allowance for accounts receivable is recorded when receivables are considered to be doubtful of collection. As of December 31, 2021, and 2020, respectively, no allowance has been made. During the year the Company recorded a $381,871 bad debt write off of receivables from a former customer of the Company. At, December 31, 2021 management believes all current receivables are fully collectable. Inventories Inventories are carried at the lower of cost or net realizable value and consist of mined tonnage, gravity and flotation concentrates, and gravity tailings or flotation feed material. The inventories were $ 2,110,203 and $ 603,967 as of December 31, 2021 and December 31, 2020, respectively. Foreign Tax Receivable Foreign Tax Receivable is comprised of recoverable value-added taxes (“IVA”) charged by the Mexican government on goods and services rendered to the company in Mexico and paid by the company. Under certain circumstances, these taxes are recoverable by filing a tax return and application for reimbursement. IVA amounts charged to and paid by the company are recorded and carried as receivables until the funds are collected by the company. The total amounts of the IVA receivable as of December 31, 2021 and December 31, 2020 were $ 4,742,180 and $ 2,179,914 , respectively. Exploration Stage According to Section 1300 of Regulation S-K, the Registrant is an exploration stage company with an exploration stage property since it does not have an opinion from a qualified person that the project can be economically viable. 31 Table of Contents Property and Equipment Substantially all mine development costs, including design, engineering, mine construction, and installation of equipment are expensed as incurred as the Company has not established proven and probable reserves on any of its properties. Only certain types of mining equipment which has alternative uses or significant salvage value, may be capitalized without proven and probable reserves. Depreciation is computed using the straight-line method. Office furniture and equipment are being depreciated on a straight-line method over estimated economic lives ranging from 3 to 5 years. Leasehold improvements, which relate to the Company's corporate office, are being amortized over the term of the lease of 10 years. Design, Construction, and Development Costs: Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Mineral Properties Interests Mineral property interests include acquired interests in development and exploration stage properties, which are considered tangible assets. The amount capitalized relating to a mineral property interest represents its fair value at the time of acquisition. When a property does not contain mineralized material that satisfies the definition of proven and probable reserves, such as with the San Jose de Gracía Property, capitalized costs and mineral property interests are amortized using the straight-line method once production begins. As of December 31, 2021, the mining interests have been in the pilot production stage and therefore, no amortization has been expensed. Mining properties consist of 33 mining concessions covering approximately 9,920 hectares at the San Jose de Gracía property (“SJG”), the basis of which are amortized on the unit of production method based on estimated recoverable resources. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts at which mineral properties and the related costs are recorded do not necessarily reflect present or future values. Impairment of Assets: The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Mineral properties are monitored for impairment based on factors such as mineral prices, government regulation and taxation, the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and its continued plans to fund exploration programs on the property. 32 Table of Contents For operating mines, recoverability is measured by comparing the undiscounted future net cash flows to the net book value. When the net book value exceeds future net undiscounted cash flows, an impairment loss is measured and recorded based on the excess of the net book value over fair value. Fair value for operating mines is determined using a combined approach, which uses a discounted cash flow model for the existing operations and a market approach for the fair value assessment of exploration land claims. Future cash flows are estimated based on quantities of recoverable mineralized material, expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term "recoverable mineralized material" refers to the estimated amount of gold or other commodities that will be obtained after considering losses during processing and treatment of mineralized material. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. The recoverability of the book value of each property is assessed annually for indicators of impairment such as adverse changes to any of the following: ● estimated recoverable ounces of gold, silver or other precious minerals; ● estimated future commodity prices; ● estimated expected future operating costs, capital expenditures and reclamation expenditures. A write-down to fair value will be recorded when the expected future cash flow is less than the net book value of the property or when events or changes in the property indicate that carrying amounts are not recoverable. This analysis is completed as needed, and at least annually. As of the date of this filing, no events have occurred that would require write-down of any assets. As of December 31, 2021, and 2020, no indications of impairment existed. Asset Retirement Obligation As the Company is not obligated to remediate the mining properties, no Asset Retirement Obligation (“ARO”) has been established. Changes in regulations or laws, any instances of non-compliance with laws or regulations that result in fines, or any unforeseen environmental contamination could result in a material impact to the amounts charged to operations for reclamation and remediation. Transactions in and Translations of Foreign Currency The functional currency for the subsidiaries of the Company is the Mexican Peso. As a result, the financial statements of the subsidiaries have been translated from Mexican Pesos into U.S. dollars using (i) year-end exchange rates for balance sheet accounts, and (ii) the weighted average exchange rate of the reporting period for all income statement accounts. Foreign currency translation gains and losses are reported as a separate component of stockholders’ equity and comprehensive income (loss). The financial statements of the subsidiaries should not be construed as representations that Mexican Pesos have been, could have been or may in the future be converted into U.S. dollars at such rates or any other rates. Relevant exchange rates used in the preparation of the financial statements for the subsidiaries are as follows for the years ended December 31, 2021 and 2020 (Mexican Pesos per one U.S. dollar): Dec 31, 2021 Dec 31, 2020 Current exchange rate Pesos 20.48 19.91 Weighted average exchange rate for the period ended Pesos 20.29 21.47 The Company recorded currency transaction gains (losses) of $247,712 for the year ended December 31, 2021 and $(361,127) for the year ended December 31, 2020. 33 Table of Contents Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes” using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income tax charge or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. Income from the Company’s subsidiaries in México are taxed in accordance with applicable Mexican tax law. Comprehensive Income (Loss) ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose consolidated financial statements. The Company’s comprehensive income consists of net income and other comprehensive income (loss), consisting of unrealized net gains and losses on the translation of the assets and liabilities of its foreign operations. Revenue Recognition The Company accounts for revenue recognition under ASC 606 “ Revenue from contracts with customers ”. The Company generates revenue by selling gold and silver produce from its mining operations. The Company recognizes revenue for gold and silver concentrate production, net of treatment and refining costs, when it satisfies the performance obligation of transferring control of the concentrate to the customer. This is generally when the material is delivered to the customer facility for treatment and processing as the customer has the ability to direct the use of and obtain substantially all the remaining benefits from the material and the customer has the risk of loss. The amount of revenue recognized is initially recorded on a provisional basis based on the contract price and the estimated metal quantities based on assay data. The revenue is adjusted upon final settlement of the sale. The chief risk associated with the recognition of sales on a provisional basis is the fluctuations between the estimated quantities of precious metals based on the initial assay and the actual recovery from treatment and processing. As of December 31, 2021, there are $ 9,250,000 in customer advances for payments received during the period for contracts expected to be settled in 2022. During the years ended December 31, 2021, and December 31, 2020, there was $ 1,500,000 and $0 of revenue recognized during the period from customer deposit liabilities (deferred contract revenue) from prior periods, and $0 of customer deposits refunded to the customer due to order cancellation. As of and for the year ended December 31, 2021, and December 31, 2020, there are no deferred contract costs or commissions. We have elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the concentrate. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, receivables, payables and long-term debt. The carrying amount of cash, receivable and payables approximates fair value because of the short-term nature of these items. The carrying amount of long-term debt approximates fair value due to the relationship between the interest rate on long-term debt and the Company’s incremental risk adjusted borrowing rate. Earnings Per Share Earnings per share are calculated in accordance with ASC 260 “ Earnings per Share ”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock warrants, convertible preferred shares and convertible notes and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive. 34 Table of Contents The Company had 3,060,998 warrants outstanding at December 31, 2021 which upon exercise, would result in the issuance of 3,060,998 shares of common stock. Of these warrants 2,168,833 were exercisable at $2.05 per share and 892,165 were exercisable at $.01 per share. The Company also had convertible debt instruments as of December 31, 2021 which, upon conversion at $2.50 per share, would result in the issuance of 217,312 shares of common stock. The Company had 3,429,466 warrants outstanding at December 31, 2020 which upon exercise, would result in the issuance of 3,429,466 shares of common stock. Of these warrants 2,168,833 were exercisable at $ 2.05 per share and 1,260,633 were exercisable at $.01 per share. The Company also had convertible debt instruments as of December 31, 2020 which, upon conversion at valuations from $2.00 to $2.50 per share, would result in the issuance of 2,227,312 shares of common stock. Years ended December 31 2021 2020 Net income (loss) attributable to common shareholders $ 8,345,664 $ ( 5,477,733 ) Shares: Weighted average number of common shares outstanding, Basic 17,797,528 17,722,825 Weighted average number of common shares outstanding, Diluted 17,797,528 17,722,825 Basic income (loss) per share $ 0.47 $ ( 0.31 ) Diluted income (loss) per share $ 0.47 $ ( 0.31 ) At December 31, 2021, 2,168,833 shares of potentially dilutive common stock related to outstanding stock warrants and 217,312 shares of potentially dilutive common stock related to convertible debt were excluded from the diluted earnings per share calculation, using the treasury stock method, because the exercise and conversion prices exceeded the average stock price and therefore their effect would be anti-dilutive. In addition, at December 31, 2021, 892,165 of potentially dilutive common stock related to outstanding stock were excluded from the diluted earnings per share calculation as the net income impact of the converted shares would cause earnings per share to increase, therefore their effect would be antidilutive. At December 31, 2020, potentially dilutive common shares related to stock warrants and convertible debt were excluded from the diluted earnings per share computation because the Company incurred a net loss and therefore their effect would be anti-dilutive. Related Party Transactions FASB ASC 850 "Related Party Disclosures" requires companies to include in their consolidated financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. 35 Table of Contents NOTE 2 – INVENTORIES Inventories are carried at the lower of cost or fair value and consist of mined tonnage, gravity-flotation concentrates, and gravity tailings (or, flotation feed material). Inventory balances at December 31, 2021 and 2020, respectively, were as follows: 2021 2020 Mined Tonnage $ 2,042,633 $ 555,608 Gold-Silver Concentrates 67,570 48,359 Total Inventories $ 2,110,203 $ 603,967 NOTE 3 – PROPERTY Property consists of the following at December 31, 2021 and 2020: 2021 2020 Leasehold improvements $ 9,340 $ 9,340 Office equipment 31,012 31,012 Office furniture and fixtures 78,802 78,802 Sub-total 119,154 119,154 Less: Accumulated depreciation ( 116,425 ) ( 113,176 ) Total Property $ 2,729 $ 5,978 Depreciation and amortization has been provided over each asset’s estimated useful life. Depreciation and amortization expense was $ 3,249 and $ 3,249 for the years ended December 31, 2021 and 2020 respectively. NOTE 4 – MINING CONCESSIONS Mining properties consist of the San Jose de Gracía (“SJG”) concessions. Mining Concessions were $ 4,132,678 and $ 4,132,678 at December 31, 2021 and December 31, 2020, respectively. There was no depletion expense for the years ended December 31, 2021 and 2020. NOTE 5 – CONVERTIBLE PROMISSORY NOTES Notes Payable – Series I In April and May 2013, the Company entered into note agreements with shareholders in the principal amount of $ 1,495,000 , of which $ 340,000 was then converted to preferred shares within the same year, netting proceeds of $ 1,155,000 (the “Series I Notes”). The Series I Notes bear simple interest at twelve and a half percent ( 12.5 %), accrued for twelve months, and with the accrued interest to be added to the principal, and then interest will be paid by the Company, quarterly in arrears. The Notes originally matured on December 31, 2015 . As of December 31, 2018, seven of the Series I Notes totaling $ 646,875 had subsequently been extended to December 30, 2019. On December 31, 2019, the Company entered into agreements to extend seven outstanding notes totaling $646,875 plus accrued interest totaling $ 34,277 for new total notes of $ 681,152 until December 31, 2020. On March 31, 2020, the Company entered into agreements to extend the seven outstanding notes totaling $ 681,152 plus accrued interest totaling $ 21,286 for a new total of $ 702,438 until June 30, 2022. At December 31, 2020 one note for $ 246,533 was paid off leaving six Series I Notes remaining outstanding with a total balance of $ 455,905 . At December 31, 2021, six Series I Notes remained outstanding with a total balance of $ 455,905 . The Company has the right to prepay the Series I Notes with a ten percent (10%) penalty. The Series I Note holders retain the option, at any time prior to maturity or prepayment, to convert any unpaid principal and accrued interest into Common Stock at $2.50 per share. If the Series I Note is converted into Common Stock, at the time of conversion, the holder would also receive warrants, in the same number as the number of common shares received upon conversion, to purchase additional common shares of the Company for $ 7.50 per share, with such warrants expiring one year from their conversion date. 36 Table of Contents Notes Payable – Series II In 2013 and 2014, the Company entered into additional note agreements of $ 199,808 and $ 250,000 , respectively (the “Series II Notes”) with similar terms as the Series I Notes. The Series II Notes bear simple interest at twelve and a half percent ( 12.5 %), accrued for twelve months, and with the accrued interest to be added to the principal, and then interest will be paid by the Company, quarterly in arrears The Notes originally matured on December 31, 2015 . On December 31, 2019 the Company entered into agreements to extend the two notes totaling $ 78,750 plus accrued interest of $ 5,977 for total new notes of $ 84,726 to December 31, 2020. One note for $112,500 was not extended and was past due as of December 31, 2019. At December 31, 2019 three Series II notes remained outstanding for $ 197,226 . On March 31, 2020, the Company entered into agreements to extend the two notes totaling $84,726 plus accrued interest of $ 2,648 for total new notes of $87,374 to June 30, 2022. One note for $ 112,500 was not extended and was paid off in May 2020. At December 31, 2020, two Series II notes remained outstanding for $ 87,374 . At December 31, 2021, two Series II notes remained outstanding with a balance of $87,374. The Company has the right to prepay the Series II Notes with a ten percent (10%) penalty. The Note holder may, at any time prior to maturity or prepayment, convert any unpaid principal and accrued interest into common stock of the Company at $2.50 per share. At the time of conversion, the holder would receive a warrant to purchase additional common shares of the Company for $ 7.50 per share, such warrant expiring one year from their conversion date. NOTE 6 – INCOME TAXES FASB ASC 740-10, Income Taxes, mandates the asset and liability approach to determine the income tax provision or benefit. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analysis of uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: · Cumulative profits/losses in recent years, adjusted for certain nonrecurring items; · Income/losses expected in future years; · Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels; · The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and · The carryforward period associated with the deferred tax assets and liabilities. We consider many factors when evaluating our uncertain tax positions, and such judgments are subject to periodic review. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. 37 Table of Contents The Company's pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2021 and December 31, 2020: Year ended December 31, Year ended December 31, 2021 2020 Domestic $ ( 10,064,644 ) $ ( 3,955,124 ) Foreign 18,627,977 ( 1,410,699 ) Total $ 8,563,333 $ ( 5,365,823 ) The provision for income taxes for continuing operations for the year ended December 31, 2021 and 2020 consist of the following: Year ended December 31, Year ended December 31, 2021 2020 Current income taxes Federal $ - $ - State - - Foreign 28,970 - Total current income taxes 28,970 - Deferred income taxes Federal - - State - - Foreign - - Total deferred income taxes - - Total income tax expense (benefit) $ 28,970 $ - A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. Income tax expense for the year ended December 31, 2021 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed. A corresponding tax expense is included for the year ended December 31, 2021 to reflect the decrease in the valuation allowance. Year ended December 31, Year ended December 31, 2021 2020 Tax Expense at statutory federal rate of 21% $ 1,798,300 $ ( 1,126,823 ) State income taxes, net of federal income tax benefit Permanent Differences 501,707 342,351 Foreign Rate Differential 1,103,990 ( 126,963 ) Change in Valuation Allowance ( 1,144,539 ) 953,120 Other ( 2,230,488 ) ( 41,685 ) Income tax expense (benefit) $ 28,970 $ - 38 Table of Contents Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance: 2021 2020 Long-term deferred tax assets: Federal Net Operating Loss Carryforwards $ 12,327,599 $ 13,473,000 State Net Operating Loss Carryforwards Other 862 Total deferred tax assets before valuation allowance 12,328,461 13,473,000 Deferred tax liabilities: Total deferred tax liabilities - - Valuation Allowance ( 12,328,461 ) ( 13,473,000 ) Net deferred tax assets and liabilities $ - $ - During the year ended December 31, 2021, the valuation allowance decreased by $ 1.2 million. The Company believes a full valuation allowance against the net deferred tax asset is appropriate based on the negative evidence against future taxable income. The Company is currently in a three-year cumulative loss and does not believe there is evidence to suggest future taxable income to realize its deferred tax assets. The Company will continue to evaluate the realiziability of its deferred tax assets in future years. We account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The following table summarized the total changes in unrecognized tax benefits in continuing operations during the years ended December 31, 2021 and 2020. Such amounts include unrecognized tax benefits that have impacted deferred tax assets and liabilities as of December 31, 2021 and 2020. 2021 2020 Balance - beginning of year $ - $ - Gross increases - tax positions in prior period - - Gross decreases - tax positions in prior period - - Gross increases - tax positions in current period - - Settlement - - Lapse of Statute of limitations - - Uncertain Tax Benefit - end of year $ - $ - The total amount of unrecognized tax benefits as of December 31, 2021 was $ 0 , of which none, if recognized, would affect our effective tax rate and income tax benefit from continuing operations. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. We did not have any interest or penalties on unrecognized tax benefits accrued at December 31, 2021. The Company is subject to income taxes in the US federal jurisdiction and various state jurisdictions and Mexico. With few exceptions, the Company is no longer subject to US federal, state and local tax examinations by tax authorities for years prior to fiscal year 2017. The Company is no longer subject to Mexican tax examinations for years prior to fiscal year 2017. The Company is currently not under audit by any tax authority. 39 Table of Contents At December 31, 2021, our carryforwards available to offset future taxable income consisted of (1) federal net operating loss (“NOL”) carryforwards of approximately $ 19.1 million pre-tax, $ 16.4 million of which expires in 2029 to 2037 and $ 2.7 million of which has no expiration date, (2) foreign net operating losses of $ 12.5 million. Our ability to utilize NOL carryforwards to reduce future taxable income may be limited under Section 382 of the Internal Revenue Code if certain ownership changes in our company occur during a rolling three-year period. These ownership changes include purchases of common stock under share repurchase programs, the offering of stock by us, the purchase or sale of our stock by 5% shareholders, as defined in the Treasury regulations, or the issuance or exercise of rights to acquire our stock. If such ownership changes by 5 % shareholders result in aggregate increases that exceed 50 percentage points during the three-year period, then Section 382 imposes an annual limitation on the amount of our taxable income that may be offset by the NOL carryforwards or tax credit carryforwards at the time of ownership change. 2021 2020 U.S. earnings (loss) from continuing operations $ 8,563,333 $ - U.S. federal income tax expense (benefit) State income tax expense (benefit) Foreign income tax expense (benefit) 28,970 - Total tax expense (benefit) from continuing operations 28,970 - Federal Deferred Incoome Taxes State Deferred Income Taxes Foreign income tax expense (benefit) Total Deferred Income taxes from continuing operations - - Total Provision for income taxes $ 28,970 $ - NOTE 7 – STOCKHOLDERS’ EQUITY Authorized Capital . The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 60,001,000 shares, consisting of (i) twenty million and one thousand (20,001,000) shares of Preferred Stock, par value $ 0.0001 per share (“Preferred Stock”), of which one thousand (1,000) shares shall be designated as Series A Preferred Stock, 1,734,992 are designated as Series C Preferred Stock, and 3,000,000 shares are designated as Series D Preferred Stock and (ii) forty million (40,000,000) shares of Common Stock, par value $0.01 per share (“Common Stock”). As of December 31, 2021, 15,265,008 of Preferred stock remain undesignated. Series A Preferred Stock The Company has designated 1,000 shares of its Preferred Stock as Series A, having a par value of $0.0001 per share. Holders of the Series A Preferred Stock have the right to elect a majority of the Board of Directors of the Company. The Company issued 1,000 shares of Series A Preferred Stock to its CEO. At December 31, 2021 and December 31, 2020, there were 1,000 shares of Series A Preferred Stock outstanding. Series C Senior Convertible Preferred Stock At December 31, 2021 and December 31, 2020 there were 1,734,992 and 1,734,992 Series C Preferred shares outstanding, respectively. These Series C Preferred Shares are convertible to common shares at $ 2.50 per share, through June 30, 2022 and include anti-dilution protection. The Series C Preferred Shares may receive a 4 % per annum dividend, payable if available, and in arrears. The Dividend is calculated at 4.0% of $ 4,337,480 payable annually on June 30. At December 31, 2021 dividends for the years 2017 to 2021 totaling $ 866,940 were in arrears. 40 Table of Contents Due to the nature of this transaction as mandatorily redeemable by the Company at the election of the Series C preferred stock shareholder at maturity, the Series C Senior Convertible Preferred Shares are classified as “temporary equity” on the balance sheet. Preferred Series C Carrying Value, December 31, 2019 $ 4,333,053 Issuances at Fair Value, Net of Issuance Costs - Bifurcation of Derivative Liability - Relative Fair Value of Warrants – Preferred Stock Discount 4,427 Accretion of Preferred Stock to Redemption Value - Carrying Value, December 31, 2020 4,337,480 Bifurcation of Derivative Liability - Issuances at Fair Value, Net of Issuance Costs - Relative Fair Value of Warrants – Preferred Stock Discount - Accretion of Preferred Stock to Redemption Value - Carrying Value, December 31, 2021 $ 4,337,480 Series D Senior Convertible Preferred Stock Financing Agreement with Golden Post Rail, LLC, a Texas Limited Liability Company, and with Shareholders of DynaResource, Inc. On May 14, 2020, the Company closed an additional financing agreement with Golden Post, and with certain individual shareholders of DynaUSA (“DynaUSA Shareholders”), and related agreements. A summary of the transactions and related agreements are set forth below: 1. Pursuant to the May 14, 2020 Note Purchase Agreement (the “NPA”) among the Company, Golden Post Rail, LLC (the “Lead Purchaser”), and the other parties listed on Exhibit A of the NFP (the “Remaining Purchasers”): • Golden Post acquired the following securities : (a) A convertible promissory note (the “Golden Post Note”) payable to Golden Post in the principal amount of $ 2,500,000 , bearing interest at 10%, and maturing two years from the date of execution. One half of the principal amount of the Golden Post Note, or $ 1,250,000 , has been fully funded in accordance with an agreed-upon draw summary and budget. The balance of the principal amount will also be funded in accordance with agreed-upon draw summaries and the budget. The Golden Post Note is convertible, at the option of Golden Post, into shares of Series D Senior Convertible Preferred Stock (the “Series D Preferred”) at a conversion price of $ 2.00 per share; and (b) A common stock purchase warrant (the “2020 Warrant”) for the purchase of 783,976 shares of the Company’s common stock, at an exercise price of $0.01 per share, and maturing on the 10-year anniversary of the date of issuance. The 2020 Warrant contains anti-dilution provisions; and • The Remaining Purchasers acquired the following securities : (a) Convertible promissory notes (the “Remaining Notes”) in the aggregate principal amount of $ 1,400,000 , bearing interest at 10%, and maturing two years from the date of issuance. The Remaining Notes have been fully funded. The Remaining Notes are convertible, at the option of each individual Remaining Purchaser, into shares of Series D Preferred at a conversion price of $ 2.00 per share; and (b) Common stock purchase warrants (the “Remaining Purchasers Warrants”) for the purchase of an aggregate of 439,026 shares of the Company’s common stock, at an exercise price of $0.01 per share, and maturing on the 10-year anniversary of the date of issuance. The Remaining Purchasers Warrants contain anti-dilution provisions. 41 Table of Contents 3. As part of the transaction contemplated by the NPA, the Company executed an Amended and Restated Registration Rights Agreement pursuant to which Golden Post may require the Company to register the shares of common stock which may be issued upon (i) the conversion of the Series C Senior Convertible Preferred Stock (“Series C Preferred”), (ii) the conversion of the Series D Preferred, and (iii) the shares of common stock issuable upon the exercise of the 2015 Warrant, the 2020 Warrant, and a compensatory warrant issued to the Lead Purchaser on May 13, 2020 (described below under the heading “Compensatory Issuances”), including any additional shares of common stock issuable pursuant to anti-dilution provisions of such securities. 4. Pursuant to the transaction contemplated by the NPA, the Company agreed to call a special meeting of Company stockholders, to be held not later than July 14, 2020, to solicit stockholder approval of (a) an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 25,000,000 shares to 40,000,000 shares , and (b) an amendment of the Certificate of Designations of the Series C Preferred, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into common stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred. The special meeting was properly called and held on July 13, 2020, whereby Company stockholders confirmed approval for each item referenced in item 4 above. 5. Compensatory Issuances . On May 13, 2020, one business day prior to the NPA, the Company issued to the Lead Purchaser the following: (i) a common stock purchase warrant for 2,306 shares, at an exercise price of $0.01 per share, and maturing on the 7-year anniversary of the date of issuance (the “Compensatory Warrant”); and (ii) 1,771 shares of Series C Preferred Shares. These issuances were occasioned by the Company’s obligations under the Securities Purchase Agreement dated as of May 6, 2015 . 6. In order to accommodate the issuance of the additional 1,771 shares of Series C Preferred, on May 13, 2020 the Company filed with the Secretary of State of Delaware a Certificate of Increase of Series C Senior Convertible Preferred Stock, to increase the number of shares of preferred stock designated as Series C Preferred from 1,733,221 shares to 1,734,992 shares (“Certificate of Increase”). 7. Also, on May 13, 2020, the Company filed with the Secretary of State of Delaware a Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series D Senior Convertible Preferred Stock, contemplating the authorization of 3,000,000 shares of Series D Preferred (“Certificate of Designation”). On October 11, 2021 the Company filed an amended designation of Series D Preferred Stock with the State of Delaware which removed the anti-dilution provisions of the original designation. Retirement of Series D Convertible Debt On October 7, 2021, the Company paid $ 2,500,000 to repurchase one note that was convertible into Series D Preferred Stock. The remaining ten noteholders of notes convertible into Series D Preferred Stock elected to convert their notes totaling $ 1,520,000 into Series D Preferred stock at $ 2.00 per share. On October 18, 2021 the Company issued 760,000 shares of Series D Preferred Stock for these notes. 42 Table of Contents In addition the redemption of the Series D notes trigged an acceleration of the amortization of the original loan discount booked at the issuance of the Series D notes (see discussion below) and being amortized over the 24 month life of the notes of $ 287,508 in October 2021. As part of the transaction all Series D noteholders agreed to waive the non-dilution rights contained in the original note and an amendment of the Series D Preferred Stock designation was filed with the State of Delaware. At December 31, 2021 and December 31, 2020, there were 760,000 and 0 Series D Preferred shares outstanding, respectively. These Series D Preferred Shares are convertible to common shares at $2.00 per share, through October 18, 2026. The Series D Preferred Shares may receive a 4% per annum dividend, payable if available, and in arrears. The Dividend is calculated at 4.0% of $1,520,000 payable annually on October 18. At December 31, 2021 , no dividends were in arrears. Due to the nature of this transaction as mandatorily redeemable by the Company at the election of the Series D preferred stock holder at maturity, the Series D preferred shares are classified as “temporary equity” on the balance sheet. Due to underlying anti-dilutive provisions contained in the Series C Preferred Stock and the Golden Post Warrant, the Company incurred derivative liabilities. On May 14, 2020 in connection with the Series D Convertible Note financing, the expiration date for the Series C Preferred Stock and the Golden Post warrants were extended to June 30, 2022. In addition, a new derivative liability was incurred due to the issuance of warrants for kicker shares. At December 31, 2021, the total derivative liability was $ 3,898,914 which included $ 1,019,431 for the Series C Preferred Stock, and $ 1,320,380 in connection with the Golden Post Warrants and $ 1,559,103 in connection with the Series D Convertible Note Kicker Warrants. At December 31, 2020, the total derivative liability was $ 2,371,560 which included $ 601,313 for the Series C Preferred Stock, and $ 817,613 in connection with the Golden Post Warrants and $ 952,634 in connection with the Series D Convertible Note Kicker Warrants. The deemed dividend for the years ending December 31, 2021, and December 31, 2020 were $ 188,699 and $ 173,490 , respectively. As the Company has not declared these dividends, it is required only as an item “below” the net income (loss) amount on the accompanying consolidated statements of income (loss). A discount of $ 1,098,492 was recorded on the Series D financing as a result of the valuation the total liabilities including the derivatives . The discount was amortized over the two year life of the loan on a straight line basis. Preferred Stock (Undesignated) In addition to the 1,000 shares designated as Series A Preferred Stock, the 1,734,992 shares designated as Series C Preferred Shares and 3,000,000 shares designated as Series D Preferred Stock, the Company is authorized to issue an additional 15,265,008 shares of Preferred Stock, having a par value of $0.0001 per share. The Board of Directors of the Company has authority to issue the Preferred Stock from time to time in one or more series, and with respect to each series of the Preferred Stock, to fix and state by the resolution the terms attached to the Preferred Stock. At December 31, 2021 and December 31, 2020, there were no other shares of Preferred Stock outstanding. Separate Series; Increase or Decrease in Authorized Shares . The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects and in any other manner. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing series by a resolution adding to such series authorized and unissued shares of Preferred Stock not designated for any other series. Unless otherwise provided in the Preferred Stock Designation, the Board of Directors may decrease the number of shares of Preferred Stock designated for any existing series by a resolution subtracting from such series authorized and unissued shares of Preferred Stock designated for such existing series, and the shares so subtracted shall become authorized, unissued and undesignated shares of Preferred Stock. Common Stock The Company is authorized to issue 40,000,000 common shares at a par value of $ 0.01 per share. These shares have full voting rights. At December 31, 2021 and December 31, 2020, there were 18,091,293 and 17,722,825 shares outstanding, respectively. No dividends were paid for the years ended December 31, 2021 and 2020, respectively. 43 Table of Contents Preferred Rights The Company issued “Preferred Rights” for the rights to percentages of revenues generated from the San Jose de Gracía Pilot Production Plant and received $ 784,500 for these rights. This has been reflected as “Preferred Rights” in stockholders’ equity. As of December 31, 2021, $ 744,500 had been repaid, leaving a current balance of $ 40,000 and $ 40,000 as of December 31, 2021 and 2020, respectively Stock Issuances On October 18, 2021, the Company issued 368,468 shares of common stock upon the exercise of 368,468 warrants by five warrant holders for $.01 a share. There were no issuances of common stock during the year ending December 31, 2020. Treasury Stock During the year ending December 31, 2021, 504,300 treasury shares were transferred for services provided to the Company. At December 31, 2021, 12,180 treasury shares remained outstanding. During the year ending December 31, 2020, 262,500 treasury shares were transferred for services provided to the Company. At December 31, 2020, 516,480 treasury shares remained outstanding. Warrants 2021 Activity On October 18, 2021, five warrant holders exercised a total of 368,468 warrant to purchase 368,468 shares of common stock for $ 0.01 a share. At December 2021, the Company had a total of 3,060,998 warrants outstanding. 2020 Activity On May 13, 2020 the Company issued 2,306 warrants to purchase shares of common stock with an exercise price of $ 2.05 per share related to anti-dilution provisions of the Series C preferred stock. These warrants expire on June 30, 2022. On May 14, 2020, the Company issued 1,260,633 warrants to purchase shares of common stock with an exercise price of $ 0.01 per share as kicker shares as part of the Series D note agreements. These warrants expire on May 14, 2030. On June 30, 2020, as part of the Series D note agreement the Company issued 2,166,527 warrants to purchase shares of common stock with an exercise price of $ 2.05 per share to replace the 2,166,527 warrants previously outstanding which expired on that date. These warrants expire on June 30, 2022. At December 2020, the Company had a total of 3,429,466 warrants outstanding. The Company recorded no expense related to the issuance of these warrants since these warrants were issued in common stock for cash sales and note conversions. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Balance at December 31, 2019 2,166,527 $ 2.45 0.51 Granted 3,429,466 $ 1.30 4.33 - Exercised - $ - Forfeited 2,166,527 $ - - Balance at December 31, 2020 3,429,466 $ 1.30 4.33 Granted - $ - - Exercised 368,468 $ 0.01 Forfeited - $ - - Balance at December 31, 2021 3,060,998 $ 1.46 2.79 Exercisable at December 31, 2021 3,060,998 $ 1.46 2.79 - 44 Table of Contents NOTE 8 – RELATED PARTY TRANSACTIONS Related Party Transactions Dynacap Group Ltd. The Company paid $ 285,999 and $ 114,250 to Dynacap Group, Ltd. (“Dynacap”, an entity controlled by the CEO of the Company) for consulting and other services during the years ended December 31, 2021 and 2020, respectively. NOTE 9 – COMMITMENTS AND CONTINGENCIES Concession Taxes The Company is required to pay taxes in México in order to maintain mining concessions owned by DynaMéxico. Additionally, the Company is required to incur a minimum amount of expenditures each year for all concessions held. The minimum expenditures are calculated based upon the land area, as well as the age of the concessions. Amounts spent in excess of the minimum may be carried forward indefinitely over the life of the concessions and are adjusted annually for inflation. Based on Management’s recent business activities and current and forward plans and considering expenditures on mining concessions from 2002-2017 and continuing expenditures in current and forward activities, the Company does not anticipate that DynaMéxico will have any difficulties meeting the minimum annual expenditures for the concessions ($388 – $2,400 Mexican Pesos per hectare). DynaMéxico retains sufficient carry-forward amounts to cover over 10 years of the minimum expenditure (as calculated at the 2017 minimum, adjusted for annual inflation of 4%) . Leases In addition to the surface rights held by DynaMéxico pursuant to the Mining Act of México and its Regulations ( Ley Minera y su Reglamento ), DynaMineras maintains access and surface rights to the SJG Project pursuant to the 20 -year Land Lease Agreement. The 20 Year Land Lease Agreement with the Santa Maria Ejido Community surrounding San Jose de Gracía was dated January 6, 2014 and continues through January 2033. It covers an area of 4,399 hectares surrounding the main mineral resource areas of SJG and provides for annual lease payments on January 1 st each year by DynaMineras of $ 1,359,443 pesos adjusted for inflation based on the Mexico minimum wage increase commencing in 2014. Rent was $ 3,015,112 Pesos (approx. $ 149,000 USD) for the year ended December 31, 2021. The Land Lease Agreement provides DynaMineras with surface access to the core resource areas of SJG (4,399 hectares), and allows for all permitted mining and exploration activities from the owners of the surface rights (Santa Maria Ejido community). The Company leases office space for its corporate headquarters in Irving, Texas. In September 2017, the Company entered into a sixty-six-month extension of the lease through January 2023. As part of the agreement the Company received six months free rent as a finish out allowance. The Company capitalized the leasehold improvement costs and amortized them over the rent abatement period as rent expense. The Company makes tiered lease payments on the 1 st of each month. Effective January 1, 2019, the Company adopted ASC 842, which requires recognition of a right-of-use asset and lease liability for all leases at the commencement date based on the present value of lease payments over the lease term. Additional qualitative and quantitative disclosures regarding the Company's leasing arrangements are also required. The Company adopted ASC 842 prospectively and elected the package of transition practical expedients that does not require reassessment of (1) whether any existing or expired contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company has elected other available practical expedients to not separate lease and non-lease components, which consist principally of common area maintenance charges, for all classes of underlying assets and to exclude leases with an initial term of 12 months or less. The Company determines if a contract is or contains a lease at inception. As of December 31, 2021, the Company has two operating leases - a six- and one-half year lease for office space with a remaining term of twenty-four months and a twenty-year ground lease in association with its México mining operations with a remaining term of thirteen years. Variable lease costs consist primarily of variable common area maintenance, storage parking and utilities. The Company’s leases do not have any residual value guarantees or restrictive covenants. 45 Table of Contents As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company's interest rate of promissory notes. The Company’s components of lease cost are as follows: Year Ended December 31, 2021 Operating Lease – Office Lease $ 86,237 Operating Lease – Ground Lease 148,636 Short Term Lease Costs 12,471 Variable Lease Costs — TOTAL $ 247,344 Weighted average remaining lease term and weighted average discount rate are as follows: Weighted Average Remaining Lease Term (Years) – Operating Leases 11.00 % Weighted Average Discount Rate – Operating Leases 12.50 % Estimated future minimum lease obligations are as follow for the years ending December 31: YEAR 2022 $ 179,377 2023 101,499 2024 96,896 2025 99,803 2026 102,797 Thereafter 684,884 Total $ 1,265,256 Less Imputed Interest ( 579,305 ) OPERATING LEASE LIABILITY $ 685,951 NOTE 10 – DERIVATIVE LIABILITIES Preferred Series C Stock As discussed in Note 7, the Company analyzed the embedded conversion features of the Series C Preferred Stock and determined that the stock qualified as a derivative liability and is required to be bifurcated and accounted for as such since the host and the embedded instrument are not clearly and closely related. The Company performed a valuation of the conversion feature. In performing the valuation, the Company applied the guidance in ASC 820, “Fair Value Measurements”, to nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To measure fair value, the Company incorporates assumptions that market participants would use in pricing the asset or liability and utilizes market data to the maximum extent possible. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. 46 Table of Contents The Company considered the inputs in this valuation to be level 3 in the fair value hierarchy under ASC 820 and used an equity simulation model to determine the value of conversion feature of the Series C Preferred Stock based on the assumptions below: 2021 2020 Annual volatility rate 147 % 156 % Risk free rate 0.73 % 0.13 % Remaining Term 0.50 years 1.50 years Fair Value of common stock $ 1.75 $ 0.78 For the years ended December 31, 2021, and December 31, 2020, an active market for the Company’s common stock did not exist. Accordingly, the fair value of the Company’s common stock was estimated using a valuation model with level 3 inputs. The table below represents the change in the fair value of the derivative liability during the years ended December 31, 2021, and December 31, 2020. Period Ended 2021 2020 Fair value of derivative (stock), beginning of period $ 601,313 $ 37,038 Change in fair value of derivative 418,118 276,547 Fair value of derivative on the date of issuance - 287,728 Fair value of derivative (stock), end of period $ 1,019,431 $ 601,313 Preferred Series C Warrants As discussed in Note 7, the Company analyzed the embedded conversion features of the Series C Preferred Stock and determined that the Warrants qualified as a derivative liability and is required to be bifurcated and accounted for as such since the host and the embedded instrument are not clearly and closely related. The Company performed a valuation of the conversion feature. In performing the valuation, the Company applied the guidance in ASC 820, “Fair Value Measurements”, to nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To measure fair value, the Company incorporates assumptions that market participants would use in pricing the asset or liability and utilizes market data to the maximum extent possible. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company considered the inputs in this valuation to be level 3 in the fair value hierarchy under ASC 820 and used an equity simulation model to determine the value of conversion feature of the Warrants based on the assumptions below: 2021 2020 Annual volatility rate 147 % 156 % Risk free rate 0.73 % 0.13 % Remaining Term 0.50 years 1.5 years Fair Value of common stock $ 1.75 $ 0.78 For the years ended December 31, 2021, and December 31, 2020, an active market for the Company’s common stock did not exist. Accordingly, the fair value of the Company’s common stock was estimated using a valuation model with level 3 inputs. 47 Table of Contents The table below represents the change in the fair value of the derivative liability during years ended December 31, 2021, and December 31, 2020. Period Ended 2021 2020 Fair value of derivative (warrants), beginning of period $ 817,613 $ 49,066 Change in fair value of derivative 502,767 367,781 Fair value of derivative on the date of issuance - 400,766 Fair value of derivative(warrants), end of period $ 1,320,380 $ 817,613 Series D Notes Kicker Warrants As discussed in Note 7, the Company analyzed the conversion features of the Series D Notes and determined that the Warrants qualified as a derivative liability. The fair value was required to be allocated among the notes, conversion features, and the warrants, and then remeasured at each reporting date. The Company performed a valuation of the conversion feature. In performing the valuation, the Company applied the guidance in ASC 820, “Fair Value Measurements”, to nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To measure fair value, the Company incorporates assumptions that market participants would use in pricing the asset or liability and utilizes market data to the maximum extent possible. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company considered the inputs in this valuation to be level 3 in the fair value hierarchy under ASC 820 and used an equity simulation model to determine the value of conversion feature of the Series D Warrants based on the assumptions below: 2021 2020 Annual volatility rate 147 % 156 % Risk free rate 0.73 % 0.13 % Remaining Term 8.37 years 9.37 yrs Fair Value of common stock $ 1.75 $ 0.78 For the years ended December 31, 2021, and December 31, 2020, an active market for the Company’s common stock did not exist. Accordingly, the fair value of the Company’s common stock was estimated using a valuation model with level 3 inputs. The table below represents the change in the fair value of the derivative liability during the years ended December 30, 2021, and December 31, 2020. Period Ended 2021 2020 Fair value of derivative (warrants), beginning of period $ 952,634 $ - Fair value of derivative on the date of issuance - 409,998 Exercise of warrants ( 659,558 ) - Change in fair value of derivative 1,266,027 542,636 Fair value of derivative(warrants), end of period $ 1,559,103 $ 952,634 48 Table of Contents NOTE 11 – NON-CONTROLLING INTEREST The Company’s Non-Controlling Interest recorded in the consolidated financial statements relates to an interest in DynaResource de México, S.A. de C.V. of 50% through May 13, 2013, and 20% until February 24, 2020 when the minority interest was eliminated. Changes in Non-Controlling Interest for the year ended December 31, 2020. 2020 Beginning balance $ ( 5,723,663 ) Operating income (loss) ( 61,589 ) Share of Other Comprehensive Income (loss) ( 11,669 ) Elimination of Non-Controlling Interest 5,796,921 Ending balance $ — NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs – Quoted prices for identical instruments in active markets. Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs – Instruments with primarily unobservable value drivers. As of December 31, 2021, and December 31, 2020, the Company’s financial assets were measured at fair value using Level 3 inputs, with the exception of cash, which was valued using Level 1 inputs. A description of the valuation of the Level 3 inputs is discussed in Note 10. Fair Value Measurement at December 31, 2021 Using: Quoted Prices in Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Derivative Liabilities $ 3,898,914 — — $ 3,898,914 Totals $ 3,898,914 $ — $ — $ 3,898,914 Fair Value Measurement at December 31, 2020 Using: Liabilities: Derivative Liabilities $ 2,371,560 — — $ 2,371,560 Totals $ 2,371,560 $ — $ — $ 2,371,560 NOTE 13 – REVENUE CONCENTRATION The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For each of the years ended December 31, 2021 and 2020, three and three customers accounted for 100 % of revenue, respectively. At December 31, 2021 and 2020, one and four customers accounted for 100 % of accounts receivable, respectively. 49 Table of Contents NOTE 14 – NOTES PAYABLE In June 2018, the Company entered into financing agreements for the unpaid mining concession taxes on the Francisco Arturo mining concession for the year ended December 31, 2017 and the period ending June 30, 2018 in the amount of $ 1,739,392 . The Company paid an initial 20 % payment of $ 347,826 and financed the balance over 36 months at 22 % In February 2019, the Company entered into a financing agreement for unpaid mining concession taxes on the Francisco Arturo mining concession for the year ended December 31, 2018 in the amount of $ 335,350 . The Company paid an initial 20 % payment of $ 67,070 and financed the balance over 36 months at an interest rate of 22 %. In June 2018, the Company applied for a reduction of the Francisco Arturo mining concession, from 69,121 hectares to 3,280 hectares . On July 31, 2018, the application for reduction was approved and the Company paid an initial amount of 985,116 MNP (Pesos), for the second semester 2018 mining concessions taxes on the reduced Francisco Arturo mining concession. The Company continues to accrue an amount of $ 22,500 (USD) per semester on the reduced Francisco Arturo mining concession. As of June 2019, the Company ceased making monthly payments on the above noted Francisco Arturo concession notes and has petitioned the Hacienda for a reduction in the liability equal to the reduction in the Francisco Arturo concession above. For financial reporting purposes the Company continues to carry all notes at unpaid principal amount and accrues interest on a monthly basis. At December 31, 2021, $ 1,061,243 of accrued interest on the notes was included in accrued liabilities on the consolidated balance sheet. In October 2019, the Company entered into a financing agreement for unpaid mining concession taxes on the core mining concessions in the amount of $ 299,474 . The Company paid an initial 20 % payment of $ 59,895 and financed the balance over 36 months at an interest rate of 22 %. The following is a summary of the transaction during the years ended December 30, 2021, and December 31, 2020: Balance December 31, 2019 $ 2,272,431 Exchange Rate Adjustment ( 124,352 ) 2020 Principal Payments ( 66,644 ) Balance December 31, 2020 2,081,435 Exchange Rate Adjustment ( 57,504 ) 2021 Principal Payments ( 61,406 ) Balance December 31, 2021 $ 1,962,525 NOTE 15 – REVOLVING CREDIT LINE FACILITY On February 4, 2021 Mineras de DynaResource SA de CV (“Seller”) entered into a Revolving Credit Line Facility and Commercial Offtake Agreement (the “RCL”), with a commercial buyer. Under the terms of the RCL: • The Company will deliver 100 % of its produced concentrates to the buyer and provider of the RCL, through December 31, 2022; unless extended by the Company; • An initial RCL was established by buyer in the amount of $ 3.75 M USD; • At May 1, 2021, the RCL increased to an amount equal to 80 % of prior 3 month’s revenue; • Each successive month, the RCL shall be adjusted according to the company’s prior 3 month’s revenue; • The RCL shall never be less than $ 3.75 M USD; • The RCL will be interest free for 45 days; • The RCL is to be repaid through deliveries of Concentrates or Cash within 120 days; The RCL is included under Customer Advances on the consolidate balance sheet 50 Table of Contents Deposits under Revolving Credit Line Facility Under the terms of the RCL, Mineras de DynaResource received the following advances from the buyer: (1) $ 2.5 M advance on February 4, 2021. Settled on March 26, 2021 . (2) $ 3.75 M advance on March 30, 2021. Settled on May 12, 2021 . (3) $ 3.75 M advance on May 12, 2021. Settled on June 16, 2021 . (4) $ 6.75 M advance on June 18, 2021. Settled on August 5, 2021 . (5) $ 8.25 M advance on August 9, 2021. Settled on September 27, 2021 (6) $ 8.25 M advance on September 29, 2021. Settled on November 17, 2021 (7) $ 8.25 M advance on November 19, 2021. Settled on December 30, 2021 (8) $ 9.25 M advance on December 30, 2021 NOTE 16 – SUBSEQUENT EVENTS The Company has evaluated events from December 31, 2021, through the date whereupon the consolidated financial statements were issued, and has described below the events subsequent to the end of the period. London Court of International Arbitration In 2020, Mercuria Energy Trading, S.A. (“Mercuria”) initiated an arbitration proceeding against Mineras de Dynaresource, S.A. de C.V. (“Mineras”), arising out of the earlier-terminated supply agreement between the parties. In January 2022, The arbitration panel awarded Mercuria the sum of US$ 1,822,674 , plus interest at 2 % over the quarterly compounded USD 3-month LIBOR rate, from February 2020 forward. In August 2022, the panel also assessed costs of the arbitration proceeding against Mineras, in the aggregate amount of £ 376,232 .75. DynaResource has accrued $ 1,000,000 for the arbitration award and related costs. The Company notes the following: since Mineras is a company of Mexican nationality, under Mexican law Mineras has the right to legally oppose the recognition and enforcement of the award to Mercuria, the assessment of any costs, and any supplemental award. 51 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.