DYNARESOURCE, INC. (DYNR) SEC Filings

DYNARESOURCE, INC. (DYNR) discloses that investor Gareth Nichol has become a significant stockholder through the purchase of 2,000,000 units on September 1, 2026 at $0.45 per Unit, for an aggregate of $900,000, under a Securities Purchase Agreement. Each Unit includes one share of common stock and a warrant for one additional share at an exercise price of $0.51 per share, exercisable only after an Authorized Shares Condition is met through stockholder approval and a charter amendment to increase authorized shares or effect a reverse split. Nichol has also entered a Voting Agreement to vote his shares in favor of that amendment. As of this filing, he beneficially owns 7,425,768 common shares, representing 20.17% of the 36,815,725 common shares outstanding, excluding shares underlying 500,000 Series D Convertible Preferred Stock and the warrant, which are not currently exercisable or convertible under SEC beneficial ownership rules.

DynaResource, Inc. (DYNR) entered into privately negotiated Securities Purchase Agreements on September 1, 2026, issuing 6,666,666 units at $0.45 per unit for aggregate proceeds of $3,000,000. Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $0.51 per share.

The warrants become exercisable only after stockholders approve, and the company files, an amendment to its certificate of incorporation to either increase authorized common shares or effect a reverse stock split so sufficient shares are available. Warrants then remain exercisable until the later of 180 days from issuance and 30 days after this condition is satisfied.

Golden Post Rail, LLC, Ocean Partners UK Limited, and Gareth Nichol entered into voting agreements to support the amendment. In connection with the offering, Golden Post waived certain preemptive and antidilution rights, and certain stockholders agreed to waive reservation requirements and not exercise or convert specified derivative securities for up to 120 days, or earlier if the share-authorization condition is met.

DynaResource, Inc. reported Q2 2026 operating and financial results for the San Jose de Gracia gold mine. Revenue was $11.4 million, down from $15.9 million in Q2 2025 and $18.0 million in Q1 2026, as gold production decreased. Gold output was 3,703 ounces, compared with 5,701 ounces a year earlier, driven mainly by lower head grades during a transition to a new underground mining contractor. Despite this, the company generated net income of $0.6 million, slightly above Q2 2025, while Q2 adjusted EBITDA fell sharply to $35,645 from $3.6 million.

For the first six months of 2026, revenue was $29.5 million, roughly flat year over year, and net income increased to $3.2 million from $1.1 million. Optimization efforts included a new gravity gold circuit with three Falcon concentrators recovering about 30% of gold into a higher-payability concentrate, mill throughput averaging 758 tonnes per day, and a tailings dam with capacity of 670,751 cubic meters. The company obtained a favorable Amparo ruling in Mexico restoring procedural rights over eight mining concessions and announced a non-brokered private placement to raise $3.0 million (up to $6.4 million including warrants) to fund corporate needs, debt service and San Jose de Gracia capital projects.

DynaResource, Inc. reports six‑month 2026 revenue of $29.5 million, essentially flat versus 2025, but net income rose to $3.2 million from $1.1 million. Higher depletion, depreciation and mark‑to‑market hedging losses partly offset operating profits, while a foreign currency gain and lower derivative liability supported earnings.

Cash declined to $1.8 million from $4.2 million as mine development and equipment spending of about $4.5 million and $2.5 million of credit‑line repayments exceeded operating cash flow. The company used a $12.5 million concentrate credit facility and issued 833,333 new shares for $1.0 million.

DynaResource discloses negative working capital of $38.4 million, an accumulated deficit of $62.2 million and states these conditions raise substantial doubt about its ability to continue as a going concern. It records a $1.0 million accrual related to Mercuria arbitration awards and notes a new SAT tax assessment of about MXN 173.7 million (approximately US$10 million), which it is contesting and has not accrued.

DynaResource, Inc. announced a non-brokered private placement with certain existing stockholders to raise gross proceeds of US$3.0 million, with potential total gross proceeds of up to US$6.4 million if all associated warrants are exercised. Units will be issued at US$0.45 per unit, each consisting of one common share and one common share purchase warrant. Each warrant has an exercise price of US$0.51 per share and is conditional on an increase in authorized common shares to allow warrant exercise; warrants will be exercisable until the later of 180 days and 30 days after this condition is satisfied. Investing stockholders have committed an advance of US$851,250, but completion depends on final definitive documentation, and all advances would be returned if documentation is not executed. Net proceeds are expected to be used for general corporate purposes, working capital, debt service obligations (including overdue repayments), and capital expenditures at the San José de Gracia Project.

DynaResource, Inc. notified that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 later than the prescribed deadline. The company states it needs additional time for its auditors to review the appropriateness of a note disclosure related to a subsequent event.

The company indicates it is relying on Rule 12b-25 so that the Form 10-Q can be filed within the permitted extension period following the original due date.

DynaResource, Inc. reported that a Federal District Court in Mexico issued a favorable ruling in Amparo proceedings brought by its subsidiary DynaResource de México regarding eight mining concessions tied to the San José de Gracia gold project. The Court granted constitutional protection, finding the company had not been properly notified in prior administrative proceedings and had been denied due process.

The Court ordered authorities to restart the notification process in line with legal requirements before continuing any administrative action. The ruling, which is subject to appeal, does not finally resolve the underlying administrative matter but restores the company’s procedural rights over the impacted concessions.

DynaResource, Inc. reported strong Q1 2026 operating and financial results from its San Jose de Gracia gold mine. Revenue reached $18.0 million, up 31% from $13.7 million in Q1 2025, while net income rose to $2.5 million from $0.6 million. Adjusted EBITDA was $6.0 million, a 161% increase from $2.3 million and the company has now delivered six consecutive quarters of positive adjusted EBITDA.

Operationally, the mine processed 69,816 tons of ore, modestly higher than a year earlier, with mill throughput averaging 767 tons per day. Gold production declined to 4,840 ounces from 5,781 ounces as head grade fell to 2.90 g/t from 3.63 g/t, though recoveries stayed around 74%. A new gravity recovery circuit is capturing about 30% of gold into a higher-payability concentrate, and ventilation and development projects are expanding mining flexibility across multiple deposits.

Management highlights that ongoing capital investments in development, ventilation and tailings facilities support longer-term growth, but also note that future capital needs may require additional equity or debt financing, which may not always be available on favorable terms.

DynaResource, Inc. reported sharply stronger results for the three months ended March 31, 2026, driven by higher gold sales from its San José de Gracia mine in Mexico. Revenue rose to $18.0 million from $13.7 million, and net income increased to $2.53 million from $0.60 million. Basic earnings per share were $0.08, with diluted earnings per share of $0.07.

Operating income nearly tripled to $5.23 million as the mine processed more ore at lower unit costs, though grades declined. Cash from operations was $2.04 million, while heavy mine development and equipment spending led to a net cash outflow and reduced cash to $2.49 million. The balance sheet improved to positive stockholders’ equity of $2.24 million, but the company still carried a working capital deficit of $33.38 million and total liabilities of $50.72 million.

Management disclosed that the large working capital deficit, accumulated deficit of $62.82 million, reliance on a $14.17 million credit facility, and need to raise additional capital raise substantial doubt about the company’s ability to continue as a going concern. Subsequent to quarter-end, DynaResource completed a $1.0 million private placement to help strengthen its balance sheet.