8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): October 21, 2024

   

DYNARESOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-30371	94-1589426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

The Urban Towers 222 W. Las Colinas Blvd. Suite 1910 - North Tower
Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (972) 869-9400

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2024, DynaResource, Inc. (the “Company”) caused its wholly-owned subsidiary, DynaResource de México S.A. de C.V. (“DynaResource Mexico”), to enter into an Amendment Agreement with Ocean Partners Holdings Limited’s affiliate, MK Metal Trading Mexico, S.A. de C.V. (the “Amendment”), pursuant to which DynaResource Mexico agreed to forego its right under that certain Gold Concentrate Purchase Agreement dated February 1, 2021 (as amended to date) (the “Agreement”) to convert up to US$9 million of the Temporary Increase and its then-current Revolving Credit Facility (each as defined in the Agreement) into equity securities of the Company at a conversion price of US$1.61 per share. The Amendment was entered into in consideration of Ocean Partners Holdings Limited and its affiliates’ (collectively, “Ocean Partners”) continued support of the business of the Company and its affiliates, including the purchase of the Company’s and its affiliates’ products and Ocean Partners’ participation in the Company’s recently reported private offering that closed on October 18, 2024.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits


Exhibit No.		Description
10.1		Amendment Agreement #5 dated October 21, 2024 between DynaResource de México S.A. de C.V. and MK Metal Trading Mexico, S.A. de C.V.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to 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 hereunto duly authorized.


			DYNARESOURCE, INC.

Date:	October 25, 2024	By:	/s/ Rohan Hazelton
			Rohan Hazelton, Chief Executive Officer

AMENDMENT AGREEMENT #5

THIS AMENDMENT AGREEMENT (the “Amendment Agreement #5”) is made the 21st day of October, 2024 (the “Effective Date”).

AMONG:

MK METAL TRADING MEXICO SA DE CV

Av. Ejercito Nacional Mexicano

No. 769, Torre B Piso 3 Oficina L02, Col. Granada, Mexico City,

11520 Mexico

(“Buyer”)

AND:

DynaResource de Mexico SA de CV.

Calle Cedro Number 303

Col. Alameda

Mazatlán, Sinaloa Mexico

CP 82123

52 (669) 991-4988

(“Seller”)

The Buyer and Seller together shall be known as the Parties

WITNESSES THAT WHEREAS:

Buyer and Mineras de DynaResource, S.A. de C.V. (“Dyna”) entered into a Gold Concentrate Purchase Agreement dated 1 February 2021 with reference OPUK.SP90731 (the “Original Agreement”);

On March 23, 2022, Dyna assigned its obligations to the Seller and Buyer consented to the assignment.

The Parties amended the Original Agreement on August 1, 2023 and November 6, 2023 and June 13, 2024 and September 11, 2024, which together with the Original Agreement shall be known as the Agreement.

The Buyer and Seller wish to further extend the contract and make other amendments to the commercial terms of the Agreement under this Amendment Agreement #5.

NOW THEREFORE in consideration of the following mutual promises hereunder and other good and valuable consideration (the receipt and sufficiency of which each party acknowledges), the parties covenant and agree as follows:

Clause 8, Payment, subsection Credit Facility shall delete in its entirety the following paragraph

Buyer shall provide Seller a one time option to convert up to US$9 million of the Temporary Increase and the current Revolving Credit Facility into DynaResource Inc. equity at a conversion price of US$1.61 per share. For any amounts exercised over US$4 million, the

Concentrate Amendment Agreement/ Dyna / MK Metals Page 2

RCF Limit shall reduce on a dollar for dollar basis. The Seller may only exercise the option between November 1, 2024 and November 30, 2024. If the Seller exercises the option, the Buyer may not sell the resultant shares issued for 180 days unless there is a takeover

bid accepted by the shareholders of DynaResource Inc.

All other terms and conditions of the Agreement dated the 1st February 2021 and the subsequent amendments remain un-changed, save as expressly varied herein.

Capitalized terms used in this Amendment Agreement #5 shall have the same meaning as in the Agreement unless herein stated otherwise.

This Amendment Agreement #5 is effective as of the 21st day of October, 2024.

This Amendment Agreement #5 shall be governed by and construed in accordance with the substantive laws of England and Wales, expressly excluding the United Nations Convention on Contracts for the International Sales of Goods of April 11, 1980 (CISG).

Any notices, demands and requests which may or are required to be given under this Amendment Agreement #5 related to the Agreement will be in writing and will be sufficiently given if delivered personally or by facsimile to the respective addresses set out below, or any other addresses as the parties may from time to time advise by notice in writing. The date of receipt of any notice, demand or request will be deemed to be the actual date of delivery of the notice, demand or request.

To Seller:

DynaResource de Mexico SA de CV

Calle Cedro Number 303

Col. Alameda

Mazatlan, Sinaloa Mexico

CP 82123

Email: [email protected]

Telephone: 52 (669) 991-4988

To Buyer:

MK METAL TRADING MEXICO SA DE CV

Av. Ejercito Nacional Mexicano

No. 769, Torre B Piso 3 Oficina L02, Col. Granada, Mexico City, 11520 Mexico

Email: [email protected]

Telephone No.: +44 1628 644 060

Fax No.: +44 1628 644 070

This Amendment Agreement #5 may be executed and delivered in separate counterparts and delivered by any party to the other parties by facsimile or electronic copy, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement.

Concentrate Amendment Agreement/ Dyna / MK Metals Page 3

IN WITNESS WHEREOF this Amendment Agreement #3 has been executed by the parties hereto as of the Effective Date.


MK METAL TRADING MEXICO SA DE CV, by its authorized signatory: Per:_/s/ Brent Omland _____________________________ Brent Omland	DynaResource de Mexico, de CV by its authorized signatory: Per:_/s/ Rohan Hazelton Rohan Hazelton