DynaResource Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

DYNR 8-K: New debt, stock sales, and exec changes filed June 7th.

AI Summary

On June 3, 2024, DynaResource, Inc. entered into a material definitive agreement related to a financial obligation. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and changes in directors or officers, including compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• DYNARESOURCE, INC. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• June 7, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $4,000,000 — in the amount of Four Million Dollars ($4,000,000) payable November 30, 2024, with intere
• $12,500,000 — Million Five Hundred Thousand Dollars ($12,500,000) after November 30, 2024. The Advance C
• $1,462,500 — ixty-Two Thousand Five Hundred Dollars ($1,462,500), with the remainder to be used as appr
• $2,000,000 — termination fee of Two Million Dollars ($2,000,000) to Ocean Partners. The Company will
• $1.62 — hase price expected to be approximately $1.62 per share. The Company may exercise the
• $2,500,000 — Million Five Hundred Thousand Dollars ($2,500,000). The GP Shares will be issued at the t
• $225,000 — he Employment Agreement: Base salary: $225,000 per year plus 10% in lieu of ordinary e
• $1.75 — of the Company at an exercise price of $1.75 per share, with such shares vesting one
• $150,000 — o Cash compensation in the amount of $150,000 for the remainder of 2024, $325,000 for
• $325,000 — of $150,000 for the remainder of 2024, $325,000 for 2025, and $350,000 for 2026. o An
• $350,000 — mainder of 2024, $325,000 for 2025, and $350,000 for 2026. o An annual bonus, payable
• $100,000 — ompany, of 186,355 shares for 2023, and $100,000 worth of shares in each of 2024, 2025,

Filing Documents

• dynr-20240603.htm (8-K) — 79KB
• dynr-ex10_1.htm (EX-10.1) — 21KB
• dynr-ex10_2.htm (EX-10.2) — 151KB
• dynr-ex10_3.htm (EX-10.3) — 174KB
• dynr-ex10_4.htm (EX-10.4) — 237KB
• dynr-ex99_1.htm (EX-99.1) — 24KB
• img73229931_0.jpg (GRAPHIC) — 12KB
• img73229931_1.jpg (GRAPHIC) — 4KB
• img259973804_0.jpg (GRAPHIC) — 4KB
• 0000950170-24-070921.txt ( ) — 939KB
• dynr-20240603.xsd (EX-101.SCH) — 25KB
• dynr-20240603_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 3, 2024, the Company entered into a Memorandum of Understanding (the "MOU") with Ocean Partners Holdings Limited ("Ocean Partners"), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The material terms of the MOU, are as follows, with such summary qualified in its entirety by reference to the full text of the MOU: Ocean Partners will provide the Company a temporary additional credit line (the "TACL") in the amount of Four Million Dollars ($4,000,000) payable November 30, 2024, with interest accruing at the same rate as the Company's outstanding Revolving Credit Line ("RCL") with Ocean Partners. The TACL may not be redrawn once repaid. The RCL may be redrawn when paid in full. Assuming full repayment of the TACL and RCL, the maximum principal amount of the RCL will be increased to Twelve Million Five Hundred Thousand Dollars ($12,500,000) after November 30, 2024. The Advance Credit Line previously available to the Company will no longer be available. The TACL proceeds will be used, in part, to pay installments due under the RCL in the aggregate amount of One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500), with the remainder to be used as approved by the Company's Board of Directors. The offtake contract pursuant to which an affiliate of Ocean Partners purchases 100% of the Company's ore production (the "Offtake Contract") is extended until December 31, 2028 with automatic annual extensions until either party provides notice of non-renewal at least 365 days prior to the date of termination. If there is a change of control of the Company prior to December 31, 2028 or if, following such change of control, the Company is unable to meet the notice requirements for termination of the Offtake Contract, the Company will pay an early termination fee of Two Million Dollars ($2,000,000) to Ocean Partners. The Company will have a put opti

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As described in Items 1.01 and 5.02, the Company has agreed to issue the GP Shares to GP and certain shares and options to Rohan Hazelton and K.D. Diepholz (the "Compensatory Shares"), which would aggregate (assuming full vesting of the Compensatory Shares) more than five percent (5%) of the total outstanding shares of the Company as of the date of this Form 8-K. The date of sale, title and amount of securities sold, consideration, and terms of exercise (where applicable) for the GP Shares and the Compensatory Shares are as stated in Items 1.01 and 5.02, respectively. The GP Shares are being issued under the exemption from registration found in Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). The Compensatory Shares are being issued under the exemption from registration found in Rule 701 promulgated under the Securities Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 3, 2024, the Company's Board of Directors approved the following changes to the Company's officers and Board: Mr. Rene Mladosich resigned his position as a director of the Company. Mr. Koy D. Diepholz resigned his position as President, Chief Executive Officer, and interim Chief Financial Officer of the Company. Mr. Diepholz was appointed to serve as the non-executive Chairman of the Board of Directors. Mr. Rohan Hazelton, age 50, was appointed to serve as a director, filling the vacancy arising from Mr. Mladosich's resignation, and as the Company's new President, Chief Executive Officer, and interim Chief Financial Officer. Mr. Rene Mladosich will remain as an employee of the Company in the role of General Manager at San Jose de Graca. Mr. Hazelton has over 20 years of leadership experience in the mining industry, with financing and operational expertise, and experience building and expanding

01 Other Events

Item 8.01 Other Events On June 7, 2024, the Company issued a press release discussing the changes to the Company's Board of Directors and CEO disclosed above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . d) Exhibits Exhibit No. Description 10.1 Memorandum of Understanding (the "MOU") with Ocean Partners Holdings Limited 10.2 Employment Agreement dated as of June 3, 2024 by and between the Company and Rohan Hazelton 10.3 Revised and Amended Agreement Concerning the Business Relationship Dated as of June 3, 2024 by and between K.D. Diepholz and the Company 10.4 Amended and Restated DynaResource, Inc. 2024 Equity Incentive Plan 99.1 Press Release dated June 7, 2024 Announcing Offtake Extension, Credit Line Expansion and Private Placement SIGNATURE 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 7, 2024 By: /s/ Rohan Hazelton Rohan Hazelton Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR