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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-03-24 · 181 added, 156 removed, 200 unchanged (63% of the section changed)

10 unchanged sentences

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

13 unchanged sentences

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

All Directors have been elected to serve through 2022.

All officers serve at the discretion of the President, Chairman of the Board of Directors, and members of the Board of Directors.

2 unchanged sentences

Las Colinas Blvd

CEO/President;

CEO/President; CFO;

Suite 1910 N.

5 unchanged sentences

Guamuchil, Sin CP 81460

Pedro Ignacio Teran Cruz

Executive Vice President, Director of Exploration and Resource Development;

Sierra Grande #134

Fraccionamiento Lomas de Mazatlán,

Mazatlán, Sinaloa 82110

Independent Director

March 2016 – Oct.

Las Colinas Blvd.

December, 2014

Las Colinas Blvd.

Suite 1910 North Tower

24 unchanged sentences

Diepholz has served in a variety of capacities with DynaResource, Inc.

from 1994 to the present, and has served as Chairman of the Board, President, CEO and Treasurer since 1995.

from 1994 to the present, and has served as Chairman of the Board, President, CEO, CFO, and Treasurer for more than the past 20 years.

Diepholz has special skills in the areas of negotiation, business development, project planning and management, corporate financing, acquisition analysis, investment program interpretation and structuring, and executive management.

Diepholz has been instrumental to the Company in the negotiations of the following:

the acquisition of 24.9% Net Profits Interest in the San José de Gracía in 1995;

the acquisition of an additional 25% interest in San José de Gracía in 1998;

the acquisition and consolidation of 100% of the rights to the San José de Gracía from prior owners, culminating in March 2000;

the acquisition and consolidation of several outstanding Concessions at the San José de Gracía from previous Mexican owners during 2000-2003;

the direction and management of the test mining and pilot mill operations at San José de Gracía during 2003-2006;

the negotiation of the Stock Purchase/Earn In Agreement in 2006;

the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013;

the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception.

the acquisition of 24.9% Net Profits Interest in the San José de Gracía in 1995; the acquisition of an additional 25% interest in San José de Gracía in 1998; the acquisition and consolidation of 100% of the rights to the San José de Gracía from prior owners, culminating in March 2000; the acquisition and consolidation of several outstanding Concessions at the San José de Gracía from previous Mexican owners during 2000- 2003; the direction and management of the test mining and pilot mill operations at San José de Gracía during 2003-2006; the negotiation of the Stock Purchase/Earn In Agreement in 2006; the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013; the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception.

In addition to his roles with the Company, Mr.

9 unchanged sentences

Mladosich holds a B.S.

degree from the University of Sonora, where he was awarded First of the Class 6 times;

degree from the University of Sonora, where he was awarded First of the Class 6 times; and Mr.

Mladosich studied 1 year of metallurgy in the Master’s Degree work program at the University.

2 unchanged sentences

Jose Vargas Lugo .

Vargas is a licensed physician with graduate from the Universidad Nacional Autonoma de México (UNAM) and is a 4th year law student at Universidad Autonoma de Sinaloa (UAS).

Vargas is a licensed physician who graduated from the Universidad Nacional Autonoma de México (UNAM) and is a 4th year law student at Universidad Autonoma de Sinaloa (UAS).

Vargas commenced his involvement with the mining business with Minera Industrial Peñoles as a Medical Assistant to the Mining Services Division of Peñoles in Fresnillo, Zacatecas.

3 unchanged sentences

Vargas later provided services and supplies to Mineras Finesterre at San Jose de Gracía, and to Minera Pangea, which was owned by Queenstake Resources, then Nevada Pacific, and now US.

Vargas began working with DynaResource de México in spring 2000;

as it commenced activities to acquire and consolidate the San Jose de Gracía District.

Over the past + 10 Years, Dr.

Vargas has proven to be an integral part of the Company’s activities at San Jose de Gracía and in Sinaloa State;

involved in all facets of the Company’s business.

Vargas began working with DynaResource de México in spring 2000; as it commenced activities to acquire and consolidate the San Jose de Gracía District.

Over more than the past 10 years, Dr.

Vargas has proven to be an integral part of the Company’s activities at San Jose de Gracía and in Sinaloa State, involved in all facets of the Company’s business.

Vargas has proven instrumental in the areas of public relations, community relations, governmental affairs, environmental matters, and overall management of the company’s business activities in México.

Pedro Ignacio Teran Cruz.

Teran is a graduate Geologist from the Universidad de Sonora, México.

He has over 28 years’ experience in mineral exploration, mine development is a successful and respected Geological Consultant in México and is credited with defining significant resources at several projects.

From 1986 to 1992, he was Project Geologist for Minera Real de Angeles, SA de CV (Frisco/Placer Dome Inc, now Alamos Gold), in which under his participation, explored and discovered the "Mulatos Gold Deposit" Sonora, México, and later as a Project Manager, the "San Felipe Gold Project" BC, México, both now in production.

From 1992 to 1996, Mr.

Teran worked as a Mine Geologist with Hecla Mining Co and explored and advanced into production the open pit "La Choya Gold Mine".

From 1996 to 1999, Mr.

Teran worked as Geology Superintendent for Compañia Minera Lluvia de Oro (Santa Cruz Gold, Now NWM Mining Corp.) and at the open pit "Lluvia de Oro Gold Mine", Sonora, México.

From 1999 to 2001, Mr.

Teran worked as a Consultant Geology performing due diligences for Tara Gold Resources in several projects located in la Sierra Madre Occidental.

From 2001 to 2005, he worked as Manager of Geology Department for the Compañia Minera Pangea SA de CV (Queenstake Resources, Nevada Pacific and now McEwen Mining), in the "El Magistral Gold Mine" Sinaloa, México.

Under his direction of exploration, the reserves were increased substantially and formed part of the team to put the project in production.

During 2005 and part of 2006, Mr.

Teran worked as Data Manager for Linear Gold Corp.

in the "Ixhuatan Project" Chiapas, México.

He built the computer block model and Resources Estimation.

From 2006 to 2008, he worked as Project Manager for Pediment Exploration Ltd., now Argonaut Gold Inc.

in the "San Antonio Gold Project" located in BCS, México.

Since 2008, Mr.

Teran began working as a Consultant Geologist with DynaResource, Inc.

in the "San Jose de Gracía Gold Project" located in Sinaloa, México, an advanced exploration project.

Wasserman is a Partner with Wasserman, Bryan, Landry & Honold, LLP Law firm, Perrysburg Ohio.

He is a stockholder of the Company and brings the following credentials to the Board of Directors:

University of Detroit (PHB);

Ohio State University, Law School (JD) – Graduate work in business administration;

University of Toledo – Undergraduate and Graduate work in business administration;

Admitted to practice before Ohio Supreme Court, U.S.

University of Detroit (PHB); Ohio State University, Law School (JD) – Graduate work in business administration; University of Toledo – Undergraduate and Graduate work in business administration; Admitted to practice before Ohio Supreme Court, U.S.

Supreme Court, U.S.

District Court for Northern District of Ohio, Sixth Circuit U.S.

Court of Appeals;

Member, Ohio State, Lucas County, Ohio (past President) and Toledo, Ohio Bar Associations;

Board Member, Corporate and Board Secretary, Blue Water Satellite, Inc.;

Board Member, TechTol of Toledo, Inc.;

Member and current chair of the City of Waterville, Ohio Planning Commission;

Member of the ten year Plan Committee of Waterville, Ohio;

Member, Past Board Member, Secretary Treasurer and President of Toledo, Ohio Rotary;

Past Assistant District Governor, Area 4 of District 6600 of Rotary International;

Member of Timberlake Investments, LLC, an investment LLC;

Board Member, Victory Center of Toledo, Ohio;

Member, Succession Committee, DynaResource, Inc.;

Member/Managing Partner/Member, numerous LLCs/Partnerships for real estate developments and investments.

Wasserman has been employed with the Ohio Attorney General office, as Special Counsel;

and with Ohio Bureau of Unemployment, as Hearing Officer;

and as a Former Acting Judge, Maumee, Ohio, Municipal Court;

Past Toledo, Ohio Exchange Club Member (President).

Wasserman was selected one of Jaycees Top Ten Young men of Toledo, Ohio;

was Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective October 1, 1979 published in Midwest Business Administration Association;

was an Expert witness in real estate mandamus case:

Court of Appeals; Member, Ohio State, Lucas County, Ohio (past President) and Toledo, Ohio Bar Associations; Board Member, Corporate and Board Secretary, Blue Water Satellite, Inc.; Board Member, TechTol of Toledo, Inc.; Member and current chair of the City of Waterville, Ohio Planning Commission; Member of the ten year Plan Committee of Waterville, Ohio; Member, Past Board Member, Secretary Treasurer and President of Toledo, Ohio Rotary; Past Assistant District Governor, Area 4 of District 6600 of Rotary International; Member of Timberlake Investments, LLC, an investment LLC; Board Member, Victory Center of Toledo, Ohio; Member, Succession Committee, DynaResource, Inc.; Member/Managing Partner/Member, numerous LLCs/Partnerships for real estate developments and investments.

Wasserman has been employed with the Ohio Attorney General office, as Special Counsel; and with Ohio Bureau of Unemployment, as Hearing Officer; and as a Former Acting Judge, Maumee, Ohio, Municipal Court; Past Toledo, Ohio Exchange Club Member (President).

Wasserman was selected one of Jaycees Top Ten Young men of Toledo, Ohio; was Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective October 1, 1979 published in Midwest Business Administration Association; was an Expert witness in real estate mandamus case:

Lucas County Common Pleas Court, State ex rel Ad Hoc Committee of Waterville Citizens for Initiative and Referendum Petitions, Etc., Realtor vs.

10 unchanged sentences

He holds dual citizenship in the US and EU.

Rose is a 2011 graduate of Texas Christian University in Fort Worth, Texas and is a Partner at Cross Tie Capital, Ltd, a Texas family investment office.

Rose’s focus is primarily on alternative assets.

Through this role, Mr.

Rose serves in various operating roles of Cross Tie’s portfolio companies, including COO of Horton World Solutions, a thermoplastic composites manufacturing company, and Managing Partner of KMO Burger, LLC, a quick-serve restaurant holding company.

He is also responsible for investment origination, asset management and disposition oversight of Cross Tie’s holdings.

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

He is also a member of the firm’s investment committee.

Rose is the appointee to the Board of Directors by Golden Post, LLC., the holder of the Series C convertible preferred shares.

Rose is a 2011 graduate of Texas Christian University in Fort Worth, Texas.

Key Employees and Consultants

6 unchanged sentences

, Reforma Mine.

Engineering Department Assistant;

Peñoles; Engineering Department Assistant; Dec.

1970; Shift Foreman, March 1969- Dec.

Supervision of mine exploration and development works such as tunnels, crosscuts and raise shafts;

Stope preparation works, Stope exploitation;

Mercurio Mexicano, SA.

1971; Supervision of mine exploration and development works such as tunnels, crosscuts and raise shafts; Stope preparation works, Stope exploitation; Mercurio Mexicano, SA.

De C.V., Tiro General mine Superintendent, January 1972- Dec.

1972, Responsible for the operation of Tiro General Mine;

Servicios Industriales Peñoles, Briquetting plant Construction and other construction works inside the lead smelter of Met – Mex Peñoles in Torreon, Resident engineer, January 1973- December 1973;

Responsible for supervising several contractor’s works.

Praxedis Martinez Ramos Company, Mining and ore sales, ore concentration and concentrates sales.

1 unchanged sentence

Metallurgical consulting and laboratory testing.

Mineral Perlite expansion, January 1974 – July 1993, during this time, in society with Mr.

José Luis Martínez, we exploited 6 different mines located in Zacatecas, Durango, and Coahuila States, in one of them we operated a flotation plant.

In some of these mines the ore was sold as extracted to the Met-Mex Peñoles Smelter in Torreón;

from some other mines the ore would be concentrated in custom flotation plants and the concentrates then sold to the Smelter;

and in other cases, the ore was concentrated in our own plant, a small shop for Mine Plant Equipment was started and operated, a Mineral Perlite expansion furnace was set up, and continued working until Dec.

Mineral Perlite expansion, January 1974 – July 1993, which during this time, in society with Mr.

José Luis Martínez, exploited 6 different mines located in Zacatecas, Durango, and Coahuila States.

In one of them, his company operated a flotation plant.

In some of these mines the ore was sold as extracted to the Met-Mex Peñoles Smelter in Torreón; from some other mines the ore would be concentrated in custom flotation plants and the concentrates then sold to the Smelter; and in other cases, the ore was concentrated in the company’s own plant, a small shop for Mine Plant Equipment was started and operated, a Mineral Perlite expansion furnace was set up, and continued working until Dec.

Desarrollos Mineros del Centro, SA.

1 unchanged sentence

Assay, Water analysis, Metallurgical, Pilot Plant, Biotechnology, Tests were done in Flotation, Bottle roll cyanidation, Column Cyanidation Acid leach, Filtration, Thickening, Gold diagnostic leach, Mass balance, Work index (Wi) determination, Equipment calculation, Statistical analysis of plant operation, Ore Bio-oxidation, Ore Bioleaching.

The Biotechnology testing was done in cooperation with Little Bear and McClelland Labs.

The Biotechnology testing was done in cooperation with Little Bear and McClelland Labs, and with Dr.

Corale Bryerley as consultant.

Praxedis Martinez Ramon, Mineral Perlite expansion, Metallurgical consulting, February 1998 – December 2004, during this period I continued to operate the Perlite expansion furnace.

Praxedis Martinez Ramon, Mineral Perlite expansion, Metallurgical consulting, February 1998 – December 2004.

During this period, Mr.

Martinez continued to operate the Perlite expansion furnace.

Also, metallurgical consulting to several miners and mining Companies including Minas de San Luis;

2 unchanged sentences

La Salle University (ULSA), in the Laguna region, teaching in the mining and construction career, August 2013 to date.

Praxedis Martinez Ramos, Private mining and metallurgical consulting, July 2013 to date, Consulting to Mineras de DynaResource SA de CV., since May 2017 to date, mainly in the plant expansion project at San Jose de Gracía.

Praxedis Martinez Ramos, Private mining and metallurgical consulting, July 2013 to date.

Consulting to Mineras de DynaResource SA de CV., since May 2017 to date, mainly in the plant expansion project at San Jose de Gracía.

– Shareholder Relations).

Attended University of Texas, Austin, Texas;

Marketing Department of Metagram, Inc., a Dallas National Marketing Company;

Regional Manager for Lugar, Lynch, & Associates, A Dallas Financial Services Company, Involved in Sales & Marketing of Various Investment Products;

Independent Marketing Consultant;

Series 22 & 63 Securities License;

Vice President / Marketing - Dynacap Group Ltd.

(1992 - Present);

Attended University of Texas, Austin, Texas; Marketing Department of Metagram, Inc., a Dallas National Marketing Company; Regional Manager for Lugar, Lynch, & Associates, A Dallas Financial Services Company, Involved in Sales & Marketing of Various Investment Products; Independent Marketing Consultant; Series 22 & 63 Securities License; Vice President / Marketing - Dynacap Group Ltd.

(1992 - Present); Director:

Farm Partners, Inc.

(1992 - Present), Vice President – Investor Relations - DynaResource, Inc., Dallas, Texas (1995 to present).

To the knowledge of the Company, no present or former director, executive officer, or person nominated to become a director or executive of the Company, or consultants to the Company, has ever:

Filed a bankruptcy petition by or against any business of which such person was a general partner or executive officer whether at the time of the bankruptcy or with two years prior to that time;

Had any conviction in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed suspended or vacated.

Involvement in Certain Legal Proceedings

To the knowledge of the Company, none of the events specified in Regulation S-K, Item 401(f), has occurred during the past 10 years that are material to an evaluation of the ability or integrity of any director, executive officer, or person nominated to become a director or executive officer of the Company.

EXECUTIVE COMPENSATION

2 unchanged sentences

Name and principal position

incentive plan compensation

Nonqualified deferred compensation

All Other Compensation

Total compensation

Market Value of Shares Not Vested

(“K.D.”) Diepholz,

CEO/President

Jose Vargas Lugo;

Jose Vargas Lugo; EVP.,

President of México Operation

GM of San Jose de Gracía Project

Pedro Ignacio Teran Cruz,

VP., Investor Relations

Option Awards

Name and principal position

Number of Securities Underlying Unexercised options (#) exercisable

Number of Securities Underlying Unexercised options (#) un-exercisable

Equity incentive plan awards

Option exercise price

Option expiration date

Number of share awards that have not vested

(“K.D.”) Diepholz

CEO/President

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each years on December 31 for the next three years, subject to resignation or termination provisions.

None of the officers have employment agreements with the Company.

The following directors received the following compensation for the years ended December 31, 2022, and 2021.

Name of Director

Compensation *

Total compensation

Market Value of Shares Not Vested

* Payments made for services

Stock Issued to Officers and Directors

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 31 for the next three years, subject to resignation or termination provisions.

The awards totaled 1,500,00 shares of which 475,000 were awarded to officers and/or directors.

Officers and directors received the following stock as compensation during the year ended December 31, 2022:

Koy W (“K.D.”) Diephotz

700,000 shares of Common Stock

225,000 shares of Common Stock

Jose Vargas Lugo

President of México Operations

GM of San Jose de Gracía Project (2016-2017;

Pedro Ignacio Teran Cruz;

100,000 shares of Common Stock

John Wasserman

75,000 shares of Common Stock

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is comprised of three independent directors:

Dale Petrini, John C.

Wasserman, and Phillip Rose.

None of the Compensation Committee members has ever been an officer or employee of the Company or had any relationship requiring disclosure under any paragraph of Reg.

S-K, Item 404.

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

2 unchanged sentences

Beneficial Owner

Common Shares

Percent Ownership

Shares (1) (2)

(“K.D.”) Diepholz

Chairman / CEO

Las Colinas Blvd.

Chairman / CEO

Suite 1910 North Tower

3 unchanged sentences

Jose Vargas Lugo

EVP, Director

Plutarco Elías Calles 47

EVP, Director

Guamúchil Sin.

Hermosillo, Sonora México

VP., Investor Relations

EVP; Director

Las Colinas Blvd.

VP., Investor Relations

Suite 1910 North Tower

3 unchanged sentences

Westlake, Texas

All Officers, Directors and Beneficial owners as a Group holders)

Does Not Include (i) 1,734,992 shares of common stock issuable upon the conversion of 1,737,992 shares of Series C Convertible Preferred Stock, which are currently convertible, and (ii) 2,168,833 shares of common stock issuable upon the exercise of a warrant, which is exercisable, and subsequent conversion into common shares.

Does Not Include (i) 1,734,992 shares of common stock issuable upon the conversion of 1,734,992 shares of Series C Convertible Preferred Stock, which are currently convertible.

Does not include 760,000 shares of common stock issuable upon the conversion of 760,000 share of Series D Convertible Preferred Stock, which is currently convertible.

4 unchanged sentences

The officers and directors and those 5% beneficial owners held the following options/warrants as of December 31, 2022:

Equity Compensation Plan Information.

The only equity compensation plans the Company has in effect are certain stock awards that the Compensation Committee approved for employees, directors, and consultants of the Issuer as performance-based compensation.

The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation.

A summary of the restricted stock awards follows:

Plan Category

Number of Securities to be Issued Upon exercise of options, warrants or rights

Weighted Average exercise Price of outstanding options, warrants or rights

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation not approved by security holders

PREFERRED SHARES (SERIES A)

14 unchanged sentences

Westlake, Texas 76262

PREFERRED SHARES (SERIES D)

Preferred Series

Beneficial Owner

Preferred Shares

Percent Ownership

Dale Petrini.

Houston, TX 77027

Gareth Nichol

5 Greenridge Rd

Village Co 80111

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

1 unchanged sentence

The Company paid $184,583 and $285,999 to Dynacap Group, Ltd.

(“Dynacap”, an entity controlled by the CEO of the Company) for consulting and other fees during the years ended December 31, 2021 and 2020, respectively.

Dynacap retained two subcontractors who provided accounting, administrative and executive support services to the Company during recent years.

Cash Advances by Management

Stock Issued to Management

Officers and directors received the follow stock as compensation during the year ended December 31, 2021

Koy W (“K.D.”) Diephotz

400,000 shares of Common Stock

50,000 shares of Common Stock

an entity formerly controlled by the CEO of the Company, for consulting and other fees during the years ended December 31, 2022 and 2021, respectively.

Director Independence.

The Board of Directors has determined that Dale Petrini, Phillip Rose, and John Wasserman are independent directors under the definition adopted by NASDAQ in its listing rules.

The Company is not aware of any other material relationships or related transactions between the Company and any officers, directors or holders of more than five percent of any class of outstanding securities of the issuer.

3 unchanged sentences

The aggregate fees billed for professional services rendered by our auditors, for the audit of the registrant's annual consolidated financial statements and review of the consolidated financial statements included in the registrant's Form 10-K and Form 10-Q(s) or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, for fiscal years 2022 and 2021 was $130,748 and $222,202, respectively.

(2) Audit Related Fees

(4) All Other Fees

(2) Audit Related Fees None.

(3) Tax Fees None.

(4) All Other Fees None.

(5) Audit Committee Policies and Procedures

The Company does not have an audit committee.

The Company’s compensation committee serves as the audit committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

2 unchanged sentences

The exhibits listed in the accompanying exhibit index are filed (except as otherwise indicated) as part of this report.

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Note Purchase Agreement (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 10.1.

Letter regarding change in Registrant’s Certifying Accountant (incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 18, 2017, Exhibit 16.1, File No.

Letter regarding change in Registrant’s Certifying Accountant (incorporated by reference from the Current Report on Form 8-K filed with the SEC on October 8, 2020, Exhibit 16.1, File No.

List of subsidiaries of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 21, File No.

Consent of Armanino LLP, Independent Registered Public Accounting Firm

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Koy W.

Diepholz, principal executive officer.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Koy W.

Diepholz, principal financial officer.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Koy W.

Diepholz, chief accounting officer.

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are filed herewith, formatted in Inline XBRL (Extensible Business Reporting Language):

(i) the Audited Consolidated Statements of Operations and Other Comprehensive (Loss) for the years ended December 31, 2021, 2020 and 2019, (ii) the Audited Consolidated Balance Sheets as of December 31, 2021 and 2020, (iii) the Audited Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019, (iv) the Audited Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019, and (v) the Notes to the Audited Consolidated Financial Statements

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

Not Applicable.

Exhibit Number;

Name of Exhibit

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

DynaResource, Inc.

March 31, 2022 By:

(“K.D.”) DIEPHOLZ

(K.D.) Diepholz,

Chairman of the Board of Directors and Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

(“K.D.”) DIEPHOLZ

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

March 24, 2022

(K.D.) Diepholz

(“K.D.”) DIEPHOLZ

Acting Chief Financial Officer (Principal Financial and Accounting Officer)

March 24, 2022

April 17, 2023 By:

(“K.D.”) Diepholz

(“KD”) Diepholz,

Chairman / CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.

/s/ Rene LF Mladosich

Diepholz, Chairman

Rene LF Mladosich

Jose Vargas Lugo

/s/ Phillip Rose

April 17, 2023

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

What changed 10-K

Item 9A. Controls and Procedures