Matthew K. Rose Amends Dynaresouce Stake

TL;DR

Rose updated his Dynaresouce stake filing. Watch for potential moves.

AI Summary

Matthew K. Rose, through Golden Post Rail, LLC, has amended their Schedule 13D filing regarding Dynaresouce, Inc. The filing, dated June 27, 2024, indicates a change in beneficial ownership. Rose is associated with MKR 2022 Grantor Retained Annuity Trust, which is also listed as a group member.

Why It Matters

This filing signals a potential shift in control or strategy for Dynaresouce, Inc. as a significant shareholder updates their ownership details.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or shifts in stock price.

Key Players & Entities

• Matthew K. Rose (person) — Filing party and beneficial owner
• Golden Post Rail, LLC (company) — Filing entity and holder of securities
• Dynaresouce, Inc. (company) — Issuer of the securities
• MKR 2022 Grantor Retained Annuity Trust (company) — Group member associated with Matthew K. Rose

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $497,416.76 — expended an aggregate of approximately $497,416.76 of his personal funds to purchase 200,0
• $2,500,000 — from the Issuer for a purchase price of $2,500,000 in a private placement transaction. P
• $1.61 — a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU an

Filing Documents

• d835839dsc13da.htm (SC 13D/A) — 74KB
• 0001193125-24-173510.txt ( ) — 75KB

Source and Amount of Funds or other Consideration

Item 3. Source and Amount of Funds or other Consideration

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: Between August 16, 2023 and December 4, 2023, Mr. Rose expended an aggregate of approximately $497,416.76 of his personal funds to purchase 200,000 shares of Common Stock in the open market at various purchase prices. On June 26, 2024, the Issuer entered into a Stock Purchase Agreement (the SPA) with Golden Post. The SPA is the definitive agreement contemplated by the Memorandum of Understanding (the MOU) dated June 3, 2024 (as disclosed in the Issuers Form 8-K filed with the Securities Exchange Commission on June 7, 2024) with Ocean Partners Holdings Limited (Ocean Partners) to memorialize Golden Posts intent to purchase shares of stock from the Issuer for a purchase price of $2,500,000 in a private placement transaction. Pursuant to the SPA, as discussed below, the Issuer adopted a Certificate of Designations creating the Series E Convertible Preferred Stock (the Series E Preferred Stock) that is junior to the Issuers outstanding Series C and Series D Preferred Stock and pari passu with the Issuers Common Stock. On June 27, 2024, the Issuer issued 1,552,795 shares of Series E Preferred Stock to Golden Post in exchange for a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU and the SPA. As contemplated by the MOU, at closing of the SPA, Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by stock issuances contemplated by the MOU and employment-related transactions undertaken contemporaneously with the MOU. The foregoing summary is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 99.21 and incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the SPA 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 agr

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The information set forth in Item 3 of this Amendment is incorporated by reference into this Item 4.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

is hereby amended and restated in its entirety as follows

Item 5 is hereby amended and restated in its entirety as follows: (a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is stated in Items 11 and 13 on the cover page(s) hereto. The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. (b) Number of shares of Common Stock as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto. As of the date hereof, the Reporting Persons do not own any shares of Common Stock other than as set forth in this Item 5. (c) Transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, are described below: The portions of Item 3 of this Amendment that relate to the acquisition by the Reporting Persons of shares of Series E Preferred Stock, and any anti-dilution adjustments or accrued and unpaid dividends or any other adjustments or modifications to the number of shares of Common Stock that may be acquired by the Reporting Persons upon exercise of such derivative security of the Issuer, are incorporated by reference into this Item 5(c). (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: The information set forth in Item 3 of this Amendment is incorporated by reference into this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

is hereby amended and restated in its entirety as follows

Item 7 is hereby amended and restated in its entirety as follows: The following exhibits are filed as exhibits to this Schedule 13D: Exhibit Description of Exhibit 99.1 Joint Filing Agreement, dated as of March 28, 2023, by and between Golden Post Rail, LLC, Matthew K. Rose and MKR 2022 Grantor Retained Annuity Trust, incorporated by reference to Exhibit 99.1 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons with the Securities Exchange Commission on March 29, 2023. 99.2 Securities Purchase Agreement, dated as of May 6, 2015, by and among DynaResource, Inc., Golden Post Rail, LLC and Koy W. Diepholz, incorporated by reference to Exhibit 10.1 to DynaResource, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015. 99.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 29, 2015, incorporated by reference to Exhibit 3.1 to DynaResource, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015. 99.4 Promissory Note, dated as of May 6, 2015, made by DynaResource, Inc. to Golden Post Rail, LLC, incorporated by reference to Exhibit 4.1 to DynaResource, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015. 99.5 Limited Consent Agreement, effective as of June 17, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC, incorporated by reference to Exhibit 99.5 to the Reporting Persons Schedule 13D, filed with the Securities and Exchange Commission on July 10, 2015. 99.6 Registration Rights Agreement, dated as of June 30, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC, incorporated by reference to Exhibit 4.2 to DynaResource, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015. 99.7 Co-Sale Agreement, dated as of June 30, 2

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