Rose Group Amends DynaResource Stake Filing

TL;DR

Matthew K. Rose's group updated their DynaResource stake filing - watch for potential moves.

AI Summary

Matthew K. Rose, through Golden Post Rail, LLC, has amended their Schedule 13D filing for DynaResource, Inc. as of October 18, 2024. This amendment, the eighth, indicates a change in the beneficial ownership of DynaResource's common stock. The filing does not specify the exact percentage or number of shares now held, but it signifies an ongoing relationship and potential strategic interest from Rose and his associated entities in DynaResource.

Why It Matters

This filing indicates a potential shift in control or influence over DynaResource, Inc. by a significant stakeholder, which could impact future corporate strategy and shareholder value.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often signal changes in a significant shareholder's intentions, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• Matthew K. Rose (person) — Reporting Person
• Golden Post Rail, LLC (company) — Filing Entity
• DynaResource, Inc. (company) — Subject Company
• MKR 2022 GRANTOR RETAINED ANNUITY TRUST (company) — Group Member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $1.04 — mon Stock from the Issuer at a price of $1.04 per share, for aggregate consideration
• $1,554,800 — r share, for aggregate consideration of $1,554,800. Pursuant to the SPA, Golden Post waive

Filing Documents

• d864034dsc13da.htm (SC 13D/A) — 75KB
• d864034dex9922.htm (EX-99.22) — 55KB
• 0001193125-24-241299.txt ( ) — 132KB

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: On October 18, 2024, Golden Post entered into a Stock Purchase Agreement with the Issuer (the SPA), pursuant to which Golden Post purchased 1,495,000 shares of Common Stock from the Issuer at a price of $1.04 per share, for aggregate consideration of $1,554,800. Pursuant to the SPA, Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by the certain stock issuances contemplated by SPA. 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 99.22 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 agreed upon by the contracting parties.

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby

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 Common Stock 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, 20

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