DynaResource (OTCQX: DYNR) completes $1M private share financing
Rhea-AI Filing Summary
DynaResource, Inc. entered into privately negotiated stock purchase agreements with Ocean Partners on April 30, 2026, issuing 833,333 common shares at $1.20 per share for total proceeds of $1,000,000 in a non-brokered private placement exempt under Section 4(a)(2) of the Securities Act.
Golden Post waived certain preemptive and antidilution rights in connection with this financing. The company states it intends to use the cash to strengthen its balance sheet while focusing on mine grade, operational productivity, and recovery of Mexican IVA tax related to its wholly owned subsidiary operating the San Jose de Gracia gold project.
Positive
- None.
Negative
- None.
Insights
DynaResource raises $1M via small private equity placement.
DynaResource completed a non-brokered private placement of $1,000,000, issuing 833,333 common shares at $1.20 each to Ocean Partners. The shares were sold in a transaction exempt from registration under Section 4(a)(2), indicating a targeted institutional-style deal.
Management indicates the funds will support the balance sheet while they work on mine grade, operational productivity, and recovery of Mexican IVA tax at San Jose de Gracia. The filing also notes Golden Post waived certain preemptive and antidilution rights, removing a potential structural hurdle to this financing.
8-K Event Classification
Key Figures
Key Terms
non-brokered private placement financial
Section 4(a)(2) regulatory
preemptive and antidilution rights financial
Impuesto al Valor Agregado financial
forward-looking statements regulatory
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(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:
|
|
Trading |
|
|
|
|
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 April 30, 2026, DynaResource, Inc. (the “Company”) entered into privately negotiated Stock Purchase Agreements (the “SPA”) with Ocean Partners Holdings Limited (the “Purchaser”), pursuant to which Purchaser acquired an aggregate of 833,333 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $1.20 per share, resulting in proceeds of $1,000,000.
In connection with the above transaction, and pursuant to the terms of the SPA entered into with Golden Post (the “Golden Post SPA”), Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by transactions contemplated by the SPA.
The foregoing summary is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Form 8-K. The SPA contains customary representations, warranties and covenants, which 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 SPAs, on April 30, 2026 the Company issued and sold 833,333 shares of Common Stock to the Purchaser for a total purchase price of $1,000,000, at a price of $1.20 per share, in privately negotiated transactions exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2).
Item 8.01 Other Events.
On May 1, 2026, the Company issued a press release announcing the closing of a private placement for $1,000,000. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
10.1 |
|
Stock Purchase Agreement dated April 30, 2026, by and between DynaResource, Inc. and Ocean Partners UK Limited. |
99.1 |
|
Press Release issued on May 1, 2026. |
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: |
May 6, 2026 |
By: |
/s/ Rohan Hazelton |
|
|
|
Rohan Hazelton, Chief Executive Officer |
OTCQX: DYNR WWW.DYNARESOURCE.COM
DynaResource Announces $1.0 Million Financing from Ocean Partners
All figures in United States Dollars (“USD”).
IRVING, TX / May 1, 2026 / DYNR-DynaResource, Inc. (OTCQX:DYNR) (“DynaResource”, or “the Company”) is pleased to report is has completed a non-brokered private placement of $1,000,000 (the ‘Offering) with Ocean Partners UK Limited (“Ocean Partners”).
The Company issued a total of 833,333 common shares (each a ‘unit’) at a price of $1.20 per unit.
The Company intends to use the proceeds from the Offering to strengthen the Company's balance sheet while management continues to focus on grade and operational productivity and the recovery of Impuesto al Valor Agregado (“IVA”) tax payments relatable to its wholly owned Mexican subsidiary.
“These funds provide important near-term support as we continue to execute on operational improvements and focus on key value driving initiatives within the business,” stated Rohan Hazelton, President and Chief Executive Officer. “Our priority remains enhancing mine performance while maintaining financial discipline and positioning the Company for longer-term strategic growth.”
On behalf of the Board of Directors of DynaResource, Inc.
Rohan Hazelton
President & CEO
About DynaResource
DynaResource is a junior gold mining producer trading on the OTCQX under the symbol “DYNR”. DynaResource is actively mining and expanding the historic San Jose de Gracia gold mining district in Sinaloa, Mexico.
For More 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 does or may 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 the Annual Report on Form 10-K for DynaResource available at www.sec.gov. 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.