8-K - DYNR - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 June 26, 2024 (Date of earliest event reported): June 28, 2024

DYNARESOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-30371	94-1589426
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
The Urban Towers<br><br>222 W. Las Colinas Blvd.<br><br>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<br>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 June 26, 2024, DynaResource, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Golden Post Rail, LLC (“Golden Post”). The SPA is the definitive agreement contemplated by the Memorandum of Understanding (the “MOU”) dated June 3, 2024 (as disclosed in the Company’s Form 8-K filed with the Securities Exchange Commission on June 7, 2024) with Ocean Partners Holdings Limited (“Ocean Partners”) to memorialize Golden Post’s intent to purchase shares of stock from the Company for a purchase price of $2,500,000 in a private placement transaction.

Pursuant to the SPA, as discussed below, the Company has adopted a Certificate of Designations creating the Series E Convertible Preferred Stock (the “Series E Preferred Stock”) that is junior to the Company’s outstanding Series C and Series D Preferred Stock and pari passuwith the Company’s Common Stock. On June 27, 2024, the Company issued 1,552,795 shares of Series E Preferred Stock to Golden Post in exchange for a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU and the SPA.

As contemplated by the MOU, at closing of the SPA, Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by stock issuances contemplated by the MOU and employment-related transactions undertaken contemporaneously with the MOU.

The foregoing summary is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA and as of specific dates, were solely for the benefit of the parties to the SPA, and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

As discussed above, pursuant to the SPA, on June 27, 2024 the Company issued and sold 1,552,795 shares of Series E Preferred Stock to Golden Post for a purchase price of $2,500,000, a price of $1.61 per share, in a privately negotiated transaction exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2). The Series E Preferred Stock is convertible on a one-for-one basis into shares of Common Stock of the Company, par value $0.01 per share.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed above, the Company adopted, by the affirmative vote of its Board of Directors, and filed 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 E Convertible Preferred Stock (the “Series E Designation”) with the Secretary of State of the State of Delaware on June 26, 2024. Pursuant to the Series E Designation, the Company designated 1,552,795 shares of its Preferred Stock, par value 0.001 per share, as Series E Convertible Preferred Stock.

The Series E Preferred Stock is junior in rank to the Company’s outstanding Series C and Series D Preferred Stock and pari passu with the Company’s Common Stock, having the same dividend, liquidation, and voting rights (on an as-converted basis) as Common Stock. The shares of Series E Preferred Stock are convertible at the holder’s request on a one-for-one basis (adjustable for certain recapitalizations and similar events) into shares of Common Stock.

The foregoing summary is qualified in its entirety by reference to the full text of the Series E Designation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description
3.1	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 E Convertible Preferred Stock
10.1	Stock Purchase Agreement dated as of June 26, 2024 by and between DynaResource, Inc. and Golden Post Rail, LLC.

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:	June 28, 2024	By:	/s/ Rohan Hazelton
			Rohan Hazelton

EX-3.1

CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

SERIES E CONVERTIBLE PREFERRED STOCK

for

DYNARESOURCE, INC.

DYNARESOURCE, INC., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby make this Certificate of Designations and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Amended and Restated Certificate of Incorporation”), the Board of Directors duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that, pursuant to paragraph 3 of Article IV of the Amended and Restated Certificate of Incorporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of 1,552,795 shares (the “Series E Preferred Shares”), par value $0.0001 per share, to be designated “Series E Convertible Preferred Stock”.

RESOLVED, that each of the Series E Preferred Shares shall rank equally in all respects and shall be subject to the following terms and provisions:

Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

“Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(d) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

(e) “Common Stock Equivalent” means any rights, warrants or options to purchase or other securities convertible into or exchangeable or exercisable for, directly or indirectly, any (1) shares of Common Stock or (2) securities convertible into or exchangeable or exercisable for, directly or indirectly, shares of Common Stock.

(f) “Equity Security” means (i) any shares of capital stock of the Corporation, (ii) any rights, options, warrants or similar securities to subscribe for, purchase or otherwise acquire any shares of capital stock of the Corporation, and (iii) debt or other evidences of indebtedness, capital stock or other securities directly or indirectly convertible into or exercisable or exchangeable for any shares of capital stock of the Corporation.

(g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(h) “Holder” means each holder of the Series E Preferred Shares.

(i) “Initial Issuance Date” means June 26, 2024.

(j) “Liquidation Event” means any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.

(k) “Pari Passu Securities” means the Common Stock and each other class or series of Equity Security of the Corporation (other than the Senior Securities), the terms of which do not expressly provide that it ranks senior

in preference or priority to or on parity, without preference or priority, with respect to the Common Stock or Series E Preferred Shares as to dividend rights or rights upon a Liquidation Event.

(l) “Preferred Stock Original Purchase Price” means $1.61 per share, subject to adjustment from any stock dividends, splits, combinations and similar events of the Series E Preferred Shares.

(m) “Primary Investor” means Golden Post Rail, LLC, a Texas limited liability company, Matthew K. Rose and his heirs, or any charitable organization or foundation.

(n) “Purchase Agreement” means the Stock Purchase Agreement, of even date herewith, by and among the Corporation and the initial purchaser of Series E Preferred Shares thereunder.

(o) “Required Holders” means the Holders of at least a majority of the aggregate Series E Preferred Shares then outstanding, which shall include the Primary Investor for so long as the Primary Investor holds any Series E Preferred Shares.

(p) “SEC” means the United States Securities and Exchange Commission.

(q) “Securities Act” means the Securities Act of 1933, as amended.

(r) “Senior Securities” means the Series C Preferred Shares, the Series D Preferred Shares and each other security of the Corporation which expressly provides that it ranks senior in preference or priority to or on parity, without preference or priority, with respect to the Series E Convertible Preferred Stock as to dividend rights or rights upon a Liquidation Event.

(s) “Series C Preferred Shares” means the Series C Senior Convertible Preferred Stock, par value $0.0001 per share, of the Corporation.

(t) “Series D Preferred Shares” means the Series D Senior Convertible Preferred Stock, par value $0.0001 per share, of the Corporation.

(u) “Subsidiary” shall have the meaning as set forth in the Purchase Agreement.

(v) “Trading Day” means 9:30AM to 3:59PM on any day on which the shares of Common Stock are traded on a Trading Market, or, if the shares of Common Stock are not so traded, a Business Day.

(w) “Trading Market” means the NYSE Amex Equities, the New York Stock Exchange or the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.

(x) “Transfer Agent” means Signature Stock Transfer, Inc., a Texas corporation, or such other person designated by the Corporation as the transfer agent for the shares of Common Stock.

Designation. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Series E Convertible Preferred Stock” (the “Preferred Stock”). The number of shares constituting such series shall be 1,552,795.
Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 5, Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Other than as set forth in the previous sentence, no other dividends shall be paid on shares of Preferred Stock, and the Corporation shall pay no dividends (other than dividends in the form of Common Stock) on shares of the Common Stock unless it simultaneously complies with the previous sentence.
Liquidation Preference. In the event of any Liquidation Event, the Holders of the Series E Preferred Shares shall be entitled to receive pari passu with the Pari Passu Securities, on a pro rata basis, out of the

assets of the Corporation available for distribution to stockholders (“Liquidation Funds”), the same amount that the Holders would be entitled to receive had the Series E Preferred Shares converted to Common Stock immediately prior to the Liquidation Event (the “Liquidation Preference”). If upon any such Liquidation Event, the Liquidation Funds shall be insufficient to pay the Holders of the Series E Preferred Shares and the holders of the Pari Passu Securities the full amount to which they shall be entitled, in the case of the Series E Preferred Shares, under this Section 4(a), the Holders of the Series E Preferred Shares and the holders of the Pari Passu Securities shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Optional Conversion by the Holders. Each Holder shall have the right at any time and from time to time, at the option of such Holder and without the payment of additional consideration by the Holder, to convert all or any portion of the Series E Preferred Shares held by such Holder, for such number of Common Shares per each Series E Preferred Share, free and clear of any liens, claims or encumbrances, as is determined by dividing (i) the sum of (A) the Preferred Stock Original Purchase Price plus (B) any accrued but unpaid dividends on such Series E Preferred Share by (ii) the Conversion Price (as defined below) in effect on the Conversion Date (as defined below). Immediately following such conversion, the persons entitled to receive the Common Shares upon the conversion of Series E Preferred Shares shall be treated for all purposes as having become the owners of such Common Shares, subject to the rights provided herein to Holders. The term “Conversion Price” means $1.61 per share, subject to adjustment as provided herein.

(a) Delivery of Conversion Notice. To convert Series E Preferred Shares into Common Shares on any date (a “Conversion Date”), the Holder shall give written notice (a “Conversion Notice”) to the Corporation in the form of Exhibit A hereto (which Conversion Notice will be given by facsimile transmission, e-mail or other electronic means no later than 11:59 p.m. New York City Time on such date, or sent via overnight delivery no later than one (1) Trading Day after such date) stating that such Holder elects to convert the same and shall state therein the number of Series E Preferred Shares to be converted and the name or names in which such Holder wishes the certificate or certificates (or book-entry if the Series E Preferred Shares are uncertificated) for Common Shares to be issued.

(b) Mechanics of Conversion. The Corporation shall, promptly upon receipt of a Conversion Notice (but in any event not less than one (1) Trading Day after receipt of such Conversion Notice), (i) send, via facsimile, e-mail or other electronic means a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (ii) on or before the first (1st) Trading Day following the date of receipt by the Corporation of such Conversion Notice (the “Share Delivery Date”), credit such aggregate number of Common Shares to which the Holder shall be entitled to such Holder’s or its designee’s balance account with the Depository Trust Company (“DTC”) via its Deposit Withdrawal Agent Commission system. If the number of Series E Preferred Shares represented by the Preferred Stock certificate(s) delivered to the Corporation in connection with a Conversion Notice, to the extent requested by the Holder, is greater than the number of Series E Preferred Shares being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) Business Days after receipt of such Preferred Stock certificate(s) and at its own expense, issue and deliver to the Holder a new Preferred Stock certificate representing the number of Series E Preferred Shares not converted. The person or persons entitled to receive the Common Shares issuable upon a conversion of Series E Preferred Shares shall be treated for all purposes as the record holder or holders of such Common Shares on the Conversion Date.

The Corporation’s obligation to issue Common Shares upon conversion of Series E Preferred Shares shall, except as set forth below, be absolute, is independent of any covenant of any Holder, and shall not be subject to: (i) any offset or defense; or (ii) any claims against the Holders of Series E Preferred Shares whether pursuant to this Certificate of Designations, the Purchase Agreement or otherwise, including, without limitation, any claims arising out of any selling or short-selling activity by Holders.

(d) Adjustments to the Conversion Price.

(i) Adjustments for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Initial Issuance Date effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Corporation shall at any time or from time to time after the Initial Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 5(d)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Corporation shall at any time or from time to time on or after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in Common Shares then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(A) the numerator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(B) the denominator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution.

(iii) Adjustment for Other Dividends and Distributions. If the Corporation shall at any time or from time to time on or after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a non-cash dividend or other distribution payable in securities or property other than Common Shares, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holders of Series E Preferred Shares shall receive upon conversions thereof, in addition to the number of Common Shares receivable thereon, the number of securities of the Corporation or other issuer (as applicable) or other property that they would have received had the Series E Preferred Shares been converted into Common Shares on the date of such event (provided, however, that, to the extent the right of a Holder of Series E Preferred Shares to participate in any such distribution would result in such Holder of Series E Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series E Preferred Shares shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of such Holder of Series E Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series E Preferred Shares exceeding the Beneficial Ownership Limitation).

(e) Notice of Record Date. In the event of any taking by the Corporation of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible into or entitling the holder thereof to receive additional Common Shares, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall deliver to each Holder at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.

(f) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purposes of effecting the conversion and/or redemption of the Series E Preferred Shares, an amount of shares of Common Stock equal to 100% of the number of shares issuable upon conversion of the Series E Preferred Shares at the current Conversion Price (the “Required Reserve Amount”). If at any time while any of the Series E Preferred Shares remain outstanding the Corporation does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion and/or redemption of the Series E Preferred Shares at least a number

of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall promptly take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow the Corporation to reserve the Required Reserve Amount for the Series E Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days (or the lesser of (i) ninety (90) days if the proxy statement is reviewed by the staff of the SEC or (ii) ten (10) days after the staff of the SEC indicates that it has no further comments to such proxy statement) after the occurrence of such Authorized Share Failure (the “Meeting Outside Date”), the Corporation shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Corporation shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if at such time of an Authorized Share Failure, the Corporation is able to obtain the necessary consent of the holders of its capital stock to approve the increase in the number of authorized shares of Common Stock, the Corporation may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.

(g) Fractional Shares. No fractional shares shall be issued upon the conversion of any Series E Preferred Shares. All Common Shares (including fractions thereof) issuable upon conversion of more than one Series E Preferred Share by a Holder thereof and all Series E Preferred Shares issuable upon the purchase thereof shall be aggregated for purposes of determining whether the conversion and/or purchase would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion and/or purchase would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any fractional share, either round up the number of shares to the next highest whole number or, at the Corporation’s option, pay the Holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the Conversion Date (as determined in good faith by the Board of Directors of the Corporation).

(h) Reorganization, Merger or Going Private. In case of any reorganization or any reclassification of the capital stock of the Corporation or any consolidation or merger of the Corporation with or into any other corporation or corporations or a sale or transfer of all or substantially all of the assets of the Corporation to any other person or a “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, then, as part of such reorganization, consolidation, merger, or transfer if the holders of shares of Common Stock receive any publicly traded securities as part or all of the consideration for such reorganization, reclassification, consolidation, merger or sale, then it shall be a condition precedent of any such event or transaction that provision shall be made such that each Series E Preferred Share shall thereafter be convertible into such new securities at a conversion price and pricing formula which places the Holders of Series E Preferred Shares in an economically equivalent position as they would have been if not for such event. The Corporation shall give each Holder written notice at least ten (10) Trading Days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale.

(i) Certificate for Conversion Price Adjustment. The Corporation shall promptly furnish or cause to be furnished to each Holder a certificate prepared by the Corporation setting forth any adjustments or readjustments of the Conversion Price pursuant to this Section 5.

(j) Conversion Limitations. The Corporation shall not effect any conversion of Series E Preferred Shares, and a Holder of Series E Preferred Shares shall not have the right to convert any portion of its Series E Preferred Shares, pursuant to this Section 5, to the extent that after giving effect to such conversion as set forth in this Section 5, the Holder of Series E Preferred Shares (together with its Affiliates, and any other persons acting as a group together with such holder or any of its Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder of Series E Preferred Shares and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon conversion of any Series E Preferred Shares, but shall exclude the number of Common Shares which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Corporation (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder of Series E Preferred Shares or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 5(j), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

it being acknowledged by each Holder of Series E Preferred Shares that the Corporation is not representing to such Holder of Series E Preferred Shares that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder of Series E Preferred Shares is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 5(j) applies, the determination of whether the Series E Preferred Shares are convertible (in relation to other securities owned by the Holder of such Series E Preferred Shares together with any Affiliates and Attribution Parties) and of which portion of the Series E Preferred Shares is convertible shall be in the sole discretion of the Holder of such Series E Preferred Shares, and the submission of any Conversion Notice shall be deemed to be such Holder’s determination of whether the Series E Preferred Shares are convertible (in relation to other securities owned by such Holder together with its Affiliates and Attribution Parties) and of which portion of such Series E Preferred Shares is convertible, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(j), in determining the number of outstanding Common Shares, a Holder of Series E Preferred Shares may rely on the number of outstanding Common Shares as reflected in (A) the Corporation’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Corporation, or (C) a more recent written notice by the Corporation or Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder of Series E Preferred Shares, the Corporation shall within one (1) Business Day confirm orally and in writing to such Holder of Series E Preferred Shares the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including Series E Preferred Shares, held by such Holder and/or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of Series E Preferred Shares for Common Shares. Each Holder of Series E Preferred Shares, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(j); provided, that the Beneficial Ownership Limitation in no event exceeds 49.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of the Series E Preferred Shares held by such Holder of Series E Preferred Shares and the provisions of this Section 5(j) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(j) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of any Series E Preferred Shares.

Voting Rights. Each Holder of Series E Preferred Shares shall be entitled to the number of votes equal to the number of Common Shares into which such Series E Preferred Shares could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class) and shall be entitled to notice of any stockholders’ meeting in accordance with the Amended and Restated Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which Series E Preferred Shares held by each Holder could be converted) shall be rounded down to the nearest whole number.
Notices. The Corporation shall distribute to the Holders of Series E Preferred Shares copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the holders of shares of Common Stock of the Corporation, at such times and by such method as such documents are distributed to such holders of such Common Stock.
Replacement Certificates. The certificate(s) representing or the book-entries evidencing the Series E Preferred Shares held by any Holder may be exchanged by such Holder at any time and from time to time for certificates or book-entries with different denominations representing an equal aggregate number of Series E Preferred Shares, as reasonably requested by such Holder, upon surrendering the same (with respect to certificates) or upon written instruction (with respect to uncertificated shares). No service charge will be made for such registration or transfer or exchange.
Attorneys’ Fees. In connection with enforcement by a Holder of any obligation of the Corporation hereunder, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and expenses incurred.
No Reissuance. No Series E Preferred Shares acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued. Series E Preferred Shares issued and reacquired by the Corporation, whether upon redemption, conversion or otherwise, shall have the status of authorized and unissued undesignated shares of “blank check” preferred stock.
Severability of Provisions. If any right, preference or limitation of the Series E Preferred Shares set forth in this Certificate of Designations (as this Certificate of Designations may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this Certificate of Designations, which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any such other right, preference or limitation unless so expressed herein.
Limitations. Except as may otherwise be required by law and as may be set forth in the Purchase Agreement, the Series E Preferred Shares shall not have any powers, preference or relative participating, optional or other special rights other than those specifically set forth in this Certificate of Designations (as may be amended from time to time) or otherwise in the Amended and Restated Certificate of Incorporation.

****

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be executed by a duly authorized officer of the Corporation as of June 25, 2024.

DYNARESOURCE, INC.
By:	/s/ Rohan hazelton
	Name: Rohan Hazelton
	Title: CEO

Certificate of Designations Signature Page

EXHIBIT A

(To be Executed by Holder in order to Convert Series E Preferred Shares)

CONVERSION NOTICE

FOR

SERIES E CONVERTIBLE PREFERRED STOCK

The undersigned, as a holder (“Holder”) of shares of Series E Convertible Preferred Stock (“Series E Preferred Shares”) of DynaResource, Inc. (the “Corporation”), hereby irrevocably elects to convert _____________ Series E Preferred Shares for shares of common stock, par value $0.01 per share, of the Corporation (“Common Shares”) according to the terms and conditions of the Certificate of Designations for the Series E Preferred Shares as of the date written below. The undersigned hereby requests the Common Shares to be issued pursuant to this Conversion Notice in the name of, and delivered via Deposit Withdrawal Agent Commission system to, the undersigned or its designee as indicated below. No fee will be charged to the Holder of Series E Preferred Shares for any conversion. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Certificate of Designations.

Conversion Date: __________________________

Conversion Information: NAME OF HOLDER:

By:
Print Name:
Print Title:
Print Address of Holder:
______________________________________
______________________________________
DWAC Instructions:
_________________________________________________________________
_________________________________________________________________

If Common Shares are to be issued to a person other than Holder, Holder’s signature must be guaranteed below:

SIGNATURE GUARANTEED BY:

THE COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED IS SET FORTH ON PAGE 2 OF THE CONVERSION NOTICE.

Page 1 to Conversion Notice

Page 2 to Conversion Notice dated	___________________	for:	_______________________________
	(Conversion Date)		(Name of Holder)

COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED

Number of Series E Preferred Shares converted:	_______________
Number of Series E Preferred Shares converted times the Preferred Stock Original Purchase Price:	$_____________<br><br>(Total dollar amount converted)
Conversion Price in effect on the Conversion Date:	$______________
Total dollar amount converted divided by Conversion Price =	_______________<br><br>(Number of Common Shares to be issued)

Please issue and deliver _____ certificate(s) for Common Shares in the following amount(s):

Page 2 to Conversion Notice

EX-10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made as of June 26, 2024, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”) and GOLDEN POST RAIL, LLC, a Texas limited liability company (“Purchaser”).

RECITALS

The Company and Ocean Partners Holdings Limited (“OP”) entered into a Memorandum of Understanding dated June 3, 2024 (the “MOU”), pursuant to which, among other things, OP granted the Company a put option to require OP to purchase shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in connection with the repayment of a credit facility provided to the Company by OP (the “Option”). Contemporaneously with the MOU, the Company entered into agreements with certain officers and directors that included the issuance of shares of Common Stock and options and other rights to acquire shares of Common Stock. In connection with the MOU, (a) Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, one million five hundred fifty-two thousand seven hundred and ninety-five (1,552,795) shares of Series E Convertible Preferred Stock (the “Shares”) for a purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the “Purchase Price”); and (b) Purchaser desires to waive those certain antidilution protections and preemptive rights described in Section 1.2 hereof as they apply to the Option and stock issuances set forth on Schedule I hereto, which protections and rights are included in the 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 Convertible Preferred Stock to the Company’s Certificate of Incorporation (the “Series C Designation”) and that certain Securities Purchase Agreement dated May 6, 2015 (the “SPA”) by and between the Company and Purchaser. The parties desire to use this Agreement to document the definitive terms of the foregoing agreements.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, it is agreed as follows:

PURCHASE AND SALE OF SHARES; WAIVER OF ANTIDILUTION.
Purchase and Sale. In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing (as defined below), Purchaser shall purchase, and the Company shall sell and issue to Purchaser, the Shares in exchange for the Purchase Price. Upon issuance of the Shares, Purchaser shall pay the Purchase Price to the Company by wire transfer of good funds to the account specified by the Company.
Waiver. Purchaser hereby waives (i) the preemptive rights set forth in Section 9 of the Series C Designation, (ii) the adjustments to the conversion price set forth in Section 6(d) of the Series C Designation and (iii) the adjustment to the conversion price set forth in Section 3.13 of the SPA, in each case, solely as applicable to the stock issuances set forth on Schedule I hereto.
CLOSING.
Date and Time. The sale of Shares will take place at a closing (the “Closing”) at the offices of the Company or at such other place (or remotely) as the Company and Purchaser shall agree in writing on or about June 27, 2024.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As a material inducement to Purchaser to enter into this Agreement and to purchase the Shares, the Company represents and warrants that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.

Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business in all jurisdictions as presently conducted and as proposed to be conducted. The Company and its subsidiaries have all government and other licenses and permits and authorizations to do business in all jurisdictions where their activities require such license, permits and authorizations, except where failure to obtain any such license, permit or authorization will not have a material adverse effect on the Company’s business.
Capitalization. As of May 31, 2024, the Company was authorized to issue 60,001,000 shares of capital stock, consisting of 40,000,000 shares of Common Stock and 20,001,000 shares of Preferred Stock (the “Preferred Stock”), of which 23,371,708 shares of Common Stock, 1,734,992 shares of Series C Preferred Stock, and 760,000 shares of Series D Preferred Stock were issued and outstanding. All outstanding shares of the Company’s capital stock have been duly authorized and validly issued, and are fully paid, non-assessable, and free of any preemptive rights. There is only one class and series of Common Stock of the Company, without any special series, rights, preferences or designations assigned to any particular shares of Common Stock.
Authorization and Enforcement. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and thereunder.
Reservation and Valid Issuance of Shares. Upon payment of the Purchase Price and issuance of the Shares, the Shares will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.
No Conflict, Breach, Violation or Default; Third Party Consents. The execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Shares will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Amended and Restated Certificate of Incorporation, as amended, or the Company’s Bylaws, both as in effect on the date hereof (collectively, the “Company Documents”), (ii) any shareholder agreement or voting agreement to which any officer, director or holder of more than 5% of the Company’s securities is a party to, (iii) any statute, rule, regulation or order of any governmental agency, self-regulatory agency, securities regulatory or insurance regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its assets or properties, or (iv) any material agreement or instrument to which the Company is a party or

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by which the Company is bound or to which any of its assets or properties is subject; except in the case of each of clauses (iii) and (iv), such as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the Company or its ability to perform its obligations hereunder. No approval of or filing with any governmental authority or other third-party entity or person is required for the Company to enter into, execute or perform this Agreement or any related transaction document.
SEC Reports and Financial Statements.
SEC Reports. The Company has made available to Purchaser through the SEC’s EDGAR system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Company with the United States Securities and Exchange Commission (“SEC”) since December 31, 2022 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed. To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Financial Statements. The financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of the Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included.
Securities Law Compliance. Assuming the accuracy of the representations and warranties of Purchaser, set forth in Section 4 of this Agreement, the offer and sale of the Shares will constitute an exempted transaction under the Securities Act, and registration of the Shares is not required. The Company shall make such filings as may be necessary to comply with the federal securities laws and the “blue sky” laws of any state in connection with the offer and sale of the Shares, which filings will be made in a timely manner.
For the purposes of this agreement, “Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company.
Compliance with Law; No Disqualification.

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OFAC. Neither the Company nor any of its affiliates or any of their respective directors, officers, employees or agents is a Person that is, or is owned or controlled by Persons that are: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions. Neither the Company nor any of its affiliates has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions.
Foreign Corrupt Practices Act. Neither the Company nor any director, officer, or employee of the Company, or to the Company’s Knowledge, any other person associated with or acting on behalf of the Company, including, without limitation, any agent or affiliate of the Company has (a) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or (d) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder; and the Company has instituted and maintains policies and procedures designed to ensure compliance therewith.
No Disqualification Events. With respect to the Shares, neither the Company, nor any of its predecessors, directors, executive officers, or any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale of any Sales (each, an “Company Covered Person” and, collectively, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine (i) the identity of each person that is a Company Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the Securities Act, and has furnished to the Purchaser a copy of any disclosures provided thereunder.
No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person, as defined below, acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act) in connection with the offer or sale of any of the Shares. For purposes of this Agreement, “Person” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization or entity.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser hereby represents warrants and covenants with the Company as follows:

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Legal Power. Purchaser has the limited liability company power and is authorized to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.
Due Execution. This Agreement has been duly authorized, executed and delivered by Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of Purchaser.
Access to Information. Purchaser understands that an investment in the Shares involves a high degree of risk and long term or permanent illiquidity, including, risk of loss of their entire investment. Purchaser has been given full and complete access to the Company for the purpose of obtaining such information as Purchaser or its qualified representative has reasonably requested in connection with the decision to purchase the Shares. Purchaser represents that Purchaser has received and reviewed copies of the SEC Reports. Purchaser represents that Purchaser has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares, all as Purchaser or Purchaser’s investor’s representatives have deemed necessary to make an informed investment decision to purchase the Shares.
Restricted Securities.
Purchaser has been advised that none of the Shares have been registered under the Securities Act or any other applicable securities laws and that the Shares are being offered and sold pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D is predicated in part on such Purchaser representations as contained herein. Purchaser acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.
Purchaser represents that Purchaser is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws.
Purchaser understands and acknowledges that the certificates representing the Shares will bear substantially the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (ii) THE SECURITIES ARE SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, NO NOTICE TO OR CONSENT OF

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THE COMPANY SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALE OR TRANSFERS.”

Purchaser acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. Purchaser acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares. Purchaser is an “accredited investor” as defined in Rule 501 of the Securities Act.
Purchaser Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to protect its interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a material adverse change in Purchaser’s financial condition. Purchaser, either alone or with such Purchaser’s representative(s), otherwise has such knowledge and experience in financial or business matters that Purchaser is capable of evaluating the merits and risks of the investment in the Shares.
No Advertising. Purchaser has not received any general solicitation or advertising regarding the offer of the Shares.
Public Statements. Purchaser agrees not to issue any public statement with respect to the offering of the Shares, Purchaser’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law.
Confidential. Purchaser acknowledges that the information made available to Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by Purchaser and neither used by Purchaser for Purchaser’s own benefit (other than in connection with this subscription) nor disclosed to any third party for any reason; provided, however, that (a) Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company) and (c) Purchaser may disclose such information as is necessary to enforce the terms of this Agreement.
Exempt Offering. Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of Purchaser in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Shares.

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CONDITIONS.
Conditions Precedent to the Obligation of the Company to Close and to Sell the Shares. The obligation hereunder of the Company to close and issue and sell the Shares to Purchaser at the Closing is subject to the satisfaction or waiver, at or before such Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in their sole discretion.
Accuracy of Purchaser’s Representations and Warranties. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Performance by Purchaser. Purchaser shall have performed, satisfied, and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing.
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
Delivery of Purchase Price. The Purchase Price for the Shares shall be available in cleared funds and authorized by the Company and Purchaser, in their sole and absolute discretion, for distribution on the Closing in accordance with the terms hereof.
Conditions Precedent to the Obligation of Purchaser to Close and to Purchase the Shares. The obligation hereunder of Purchaser to purchase the Shares and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by Purchaser at any time in its sole discretion.
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.
Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing.
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by

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any governmental authority shall have been initiated, against the Company, or any of the officers, directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.
Certificate of Designation. At or prior to the Closing, the Company shall have duly filed the 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 E Convertible Preferred Stock, substantially in form attached hereto as Exhibit A (the “Series E Designation”), with the Office of the Secretary of State of the State of Delaware.
Shares. At the Closing, the Company shall have delivered to Purchaser evidence of delivery of the Shares along with all appropriate board resolutions or other necessary documentation, including evidence that the Series E Designation has been duly filed, in order to issue the Shares in such denominations as Purchaser may request. The Company shall also deliver this Agreement, duly executed by the Company.
COVENANTS AND AGREEMENTS
Use of Proceeds. The Company will use the net proceeds from the sale of the Shares for a repayment of the credit facility provided to the Company by OP and for general corporate and working capital purposes. The Company agrees that, until such time as the Shares are no longer outstanding, without the prior written consent of the Purchaser, the Company will not use any such proceeds (i) to redeem, repurchase or otherwise acquire, or to make any distributions in respect of, any of the Company’s securities, (ii) to repay or otherwise satisfy any indebtedness of the Company (other than the aforementioned credit facility), or (iii) for any personal, family, or household purpose.
MISCELLANEOUS.
Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of Delaware, and the United States District Court for the State of Delaware with respect to any matter relating to this Agreement and performance of the parties’ obligations hereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the parties’ obligations thereunder and each of the parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of Delaware by registered or certified mail to the parties and their representatives at their respective addresses specified in Section 7.6, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

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Entire Agreement. This Agreement and the Exhibit attached hereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.
Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company and Purchaser. Any amendment or waiver effected in accordance with this Section 7.5 shall be binding upon each future holder of any security purchased under this Agreement (including securities into which such securities have been converted) and the Company.
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by facsimile and in each case with a confirming email (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Company: DynaResource, Inc.

The Urban Towers of Las Colinas

222 W. Las Colinas Blvd.

Suite 1910 North Tower

Las Colinas / Irving, TX 75039

Email: rhazelton@dynaresource.com

Attention: Rohan Hazelton

With a copy to: Spencer Fane LLP

1000 Walnut Street, Suite 1400

Kansas City, MO 64106

Facsimile: (816) 474-3216

Email: pmirakian@spencerfane.com

Attention: Pete Mirakian

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If to the Purchaser: Golden Post Rail, LLC

1110 Post Oak Place

Westlake, TX 76262

Email: mrose@xtiecapital.com

Attention: Matthew Rose

With a copy to: Haynes and Boone, LLP

2801 N. Harwood Street

Suite 2300

Dallas, TX 75201

Email: matt.fry@haynesboone.com

Attention: Matthew L. Fry

Faxes, Electronic Mail and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any exhibit attached hereto by facsimile transmission or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.
Expenses. Except as specifically provided herein, each party shall bear its own costs and expenses, including legal and accounting fees, in connection with this Agreement and the transactions contemplated hereunder; provided, however, that at the Closing, the Company shall pay the reasonable fees and expenses of Haynes and Boone, LLP, the counsel for the Purchaser, in an amount not to exceed, in the aggregate, $15,000.
Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
Further Assurances. At any time and from time to time after the Closing, upon reasonable request of the other, each party shall do, execute, acknowledge and deliver such further acts, assignments, transfers, conveyances and assurances as may be reasonably required for the more complete consummation of the transactions contemplated herein.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

DYNARESOURCE, INC.

By: /s/ Rohan Hazelton

Name:Rohan Hazelton

Title: CEO

GOLDEN POST RAIL, LLC

By: /s/ Matthew K. Rose

Name: Matthew K. Rose

Title: Manager

[Signature page to Stock Purchase Agreement]

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EXHIBIT A

Series E Designation

SCHEDULE I

Option and Stock Issuances Applicable to Waiver

Up to 5,590,062 shares of Common Stock issuable to OP under the Option at a price of $1.61 per share.
The following stock issuances as described in that certain Revised and Amended Agreement Concerning the Business Relationship Between K.D. Diepholz and DynaResource, Inc. (the “KD Agreement”) dated as of June 3, 2024:
To the extent not previously waived, the vesting, pursuant to Section 1.7 of the KD Agreement, of 700,000 shares of restricted Common Stock awarded to K.D. Diepholz (“Diepholz”) on December 28, 2022.
186,355 shares of Common Stock issuable to Diepholz pursuant to Section 2.2 of the KD Agreement with respect to his 2023 annual bonus.
$100,000 worth of shares of Common Stock, calculated at the applicable VWAP share prices, issuable to Diepholz pursuant to Section 2.2 of the KD Agreement with respect to his 2024, 2025, and 2026 annual bonuses.
500,000 shares of Common Stock issuable to Diepholz pursuant to Section 2.3 of the KD Agreement.
The issuance of 46,584 shares of Common Stock to Jose Vargas Lugo in lieu of his 2023 annual cash bonus.
The issuance of 54,348 shares of Common Stock to Jose Santos Ceja Rodriguez in lieu of his 2023 annual cash bonus.

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