8-K
Dynaresource, Inc. (DYNR)
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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 (Date of earliest event reported): August 22, 2025 |
|---|
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 August 22, 2025, DynaResource de Mexico, SA de CV (“Dyna Mex”), a subsidiary of DynaResource, Inc. (the “Company”), entered into an Amendment Agreement (the “Amendment”) by and among Dyna Mex, MK Metal Trading Mexico SA de CV (“Buyer”), and Ocean Partners UK Limited (“Ocean Partners UK”). The Amendment amends the Gold Concentrate Purchase Agreement dated February 1, 2021, as amended (the “Offtake Agreement”), by and between Dyna Mex, and Buyer.
The principal terms of the Amendment are as follows:
- To extend the term of the Offtake Agreement until December 31, 2030, with evergreen annual extensions thereafter until either party terminates the Offtake Agreement on at least 365 days’ notice.
- To add Ocean Partners UK as a Party to the Offtake Agreement as a joint buyer thereunder, with full rights and obligations as set out therein.
- To provide for a Concentrate Credit Facility (the “Credit Facility”) in the amount of $15 million to replace the $12.5 million line of credit under the prior Offtake Agreement amendment, the principal under the Credit Facility being repaid in equal monthly installments in months 7 through 24 at an interest rate of 3-month Secured Overnight Financing Rate (SOFR) + 6.75% payable monthly.
- To provide for a $3 million termination fee payable by Dyna Mex to Buyer in certain circumstances.
- To provide the following security for the increased line of credit: parent company guarantee from the Company, general security agreement and a pledge of shares of Dyna Mex.
In connection with Dyna Mex’s entry into the Amendment, on August 22, 2025, Dyna Mex and Ocean Partners UK entered into the Credit Facility described above and the Company, Dyna Mex and the Ocean Partners UK entered into a Parent Company Guarantee (the “Guarantee”), pursuant to which the Company agreed to guarantee the timely performance of all of the obligations of Dyna Mex under the Credit Facility.
The Credit Facility contains customary representations and warranties, covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, Ocean Partners UK would be entitled to take various actions, including the acceleration of amounts outstanding under the Credit Facility. Use of the Credit Facility proceeds includes repayment of existing advances, expansion capital, working capital and general corporate purposes.
The Guarantee contains customary terms and remedies with respect to the occurrence of an event of default thereunder. If an event of default occurs, the Ocean Partners UK has certain rights and may, among other options and in its discretion, assess default interest and penalties and seek payment of the full amount guaranteed.
The foregoing descriptions of the Amendment, the Credit Facility and the Guarantee are qualified in their entirety by reference to the full text of the Amendment, the Credit Facility and the Guarantee, copies of which will be filed with the Company's next periodic report filing with the Securities and Exchange Commission.. The representations, warranties and covenants contained in the Amendment, the Credit Facility and the Guarantee were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the agreements, and may be subject to limitations agreed upon by the contracting parties.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On August 27, 2025, the Company issued a press release announcing the entry into the Amendment and Credit Facility and the credit line facility expansion and the offtake extension contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
- Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued on August 27, 2025. |
| 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: | September 2, 2025 | By: | /s/ Rohan Hazelton |
| Rohan Hazelton, Chief Executive Officer |
EX-99.1
OTCQX: DYNR WWW.DYNARESOURCE.COM
DynaResource Announces Credit Line Facility Expansion and Offtake Extension
IRVING, TX / August 27, 2025 / DynaResource, Inc. (OTCQX:DYNR) (“DynaResource,” or the “Company”) is pleased to report the Company has entered into an updated agreement with Ocean Partners UK Limited (“Ocean Partners”) for a credit line facility expansion and offtake extension.
The Concentrate Credit Line (“Credit Facility”) replaces the previous agreement with Ocean Partners announced in June 2024 (see June 7, 2024 press release) increasing the amount from $12.5 million to $15.0 million, and offers a 6-month grace period on principal repayments. The key terms of the Credit Facility are set out below.
In addition, the Company and Ocean Partners have entered into an amended agreement for the purchase of 100% of the Gold Concentrate floatation and gravity production from the San Jose de Gracia Mine (“Offtake Agreement”). The contract has been extended to December 31, 2030 with improved gold payability terms.
Credit Facility Key Terms:
- Size: Up to $15 million in funding.
- Structure: Term credit facility.
- Repayment Terms: 6-month grace period, then 18 equal month installments (months 7-24).
- Competitive Interest Rate: 3M SOFR + 6.75%, payable monthly.
- Use of Proceeds: Repayment of existing advances, expansion capital, working capital and general corporate purposes.
- Security: Parent company guarantee, general security agreement and a pledge of shares of Mexican subsidiary, DynaResource de Mexico SA de CV.
- Offtake Commitment: Extended Offtake Agreement required for Credit Facility closing.
“We are pleased to announce this financial derisking milestone for the Company as it helps to improve working capital, and to continue to invest in critical mine development , positioning San Jose de Gracia for operational improvements and long-term growth,” stated Rohan Hazelton, President & CEO of DynaResource. “We would also like to acknowledge our relationship with Ocean Partners, which has been our offtake partner and key stakeholder throughout the past 5 years, supporting the optimization and turnaround of the San Jose de Gracia Mine. These new agreements further reinforce our strong working
relationship, demonstrating competitive terms, and providing security and confidence in our business plans to optimize operations and increase shareholder value”
On behalf of the Board of Directors of DynaResource, Inc. Rohan Hazelton President & CEO
About DynaResource DynaResource, Inc. (OTCQX: DYNR) is U.S.-based junior gold mining producer focusing on the advancement of the high-grade San José de Gracia gold mine in Sinaloa, Mexico. The Company is actively mining and exploring operations within this historic district, which has produced over one million ounces of gold and remains significantly underdeveloped.
For Information on DynaResource, Inc. please visit www.dynaresource.com, or contact:
Investor Relations: Katherine Pryde, Investor Relations Manager +1 972-869-9400 info@dynaresource.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Certain information contained in this news release, including any information relating to future financial or operating performance may be deemed “forward-looking”. All statements in this news release, other than statements of historical fact, that address events or developments that DynaResource expects to occur, are “forward-looking information”. These statements relate to future events or future performance and reflect the Company’s expectations regarding the future growth, results of operations, business prospects and opportunities of DynaResource. These forward-looking statements reflect the Company’s current internal projections, expectations or beliefs and are based on information currently available to DynaResource. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “projects”, “potential”, “scheduled”, “forecast”, “budget” or the negative of those terms or other comparable terminology. Certain assumptions have been made regarding the Company’s plans at the San Jose de Gràcia property. Many of these assumptions are based on factors and events that are not within the control of DynaResource and there is no assurance they will prove to be correct. Such factors include, without limitation: capital requirements, fluctuations in the international currency markets and in the rates of exchange of the currencies of the United States and México; price volatility in the spot and forward markets for commodities; discrepancies between actual and estimated production, between actual and estimated reserves and resources and between actual and estimated metallurgical recoveries; changes in national and local governments in any country which DynaResource currently or may in the future carry on business; taxation; controls; regulations and political or economic developments in the countries in which DynaResource currently or may in the future carry on business; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits, diminishing quantities or grades of reserves; competition; loss of key employees; additional funding requirements; actual results of current exploration or reclamation activities; changes in project parameters as plans continue to be refined; accidents; labor disputes; defective title to mineral claims or property or contests over claims to mineral properties. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance, to cover these risks) as well as those risks referenced in DynaResource's most recent annual report, and any subsequent quarterly and current reports, filed with the Securities and Exchange Commission. Forward-looking information is not a guarantee of future performance and actual results, and future events could differ materially from those discussed in the forward-looking information. All of the forward-looking information contained in this news release is qualified by these cautionary statements. Although DynaResource believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. DynaResource expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, unless required by law.