DYNR Dynaresource Inc (QX)

 

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:

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. ☐

 

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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.

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).

 

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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

 

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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:

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:

 

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

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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.

 

 

 

 

 

 

To Seller:

DynaResource de Mexico SA de CV

Calle Cedro Number 303

Col. Alameda

Mazatlan, Sinaloa Mexico

CP 82123

Email: KDD@Dynaresource.com

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: brent.omland@oceanpartners.com

Telephone No.: +44 1628 644 060

Fax No.: +44 1628 644 070

 

 

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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

 

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v3.24.3

Document And Entity Information	Oct. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 21, 2024
Entity Registrant Name	DYNARESOURCE, INC.
Entity Central Index Key	0001111741
Entity Emerging Growth Company	false
Entity File Number	000-30371
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-1589426
Entity Address, Address Line One	The Urban Towers
Entity Address, Address Line Two	222 W. Las Colinas Blvd.
Entity Address, Address Line Three	Suite 1910 - North Tower
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	(972)
Local Phone Number	869-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE

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