DYNR on OTC

DYNARESOURCE, INC.

DYNARESOURCE, INC. is an American metal mining company that raised $9 million in 2026 (SEC Form D).1 It is headquartered in Irving, Texas.1 Its shares trade on OTC under the symbol DYNR.1

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Last updated Oct 20, 2026.

Overview

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  • TickerDYNR on OTC1
  • IndustryMetal Mining1
  • HeadquartersIrving, Texas1
  • Incorporated inDE2
  • Business address222 W. Las Colinas Blvd, Suite 1910 North Tower, Irving, Tx 750392
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

DynaResource, Inc. (the "Company” or "DynaResource”) was organized on September 28, 1937, as a California corporation under the name of West Coast Mines, Inc. In 1998, the Company re-domiciled to Delaware and changed its name to DynaResource, Inc. The Company, including its subsidiaries, is in the business of acquiring, investing in, and developing precious metal properties, and the production and sale of precious metals.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

29.6%Gross margin5
16.5%Operating margin5
6.5%Net margin5
25.7%Revenue growth, 20255
$3.1MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs84¢$49.3M
  • Income tax9¢$5.4M
  • Profit7¢$3.8M

Out of $58.5M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending45¢$2.6M
  • Kept or used elsewhere55¢$3.1M

Out of $5.8M of cash from operations.5

Financial statements

Revenue6789105$58.5M in 2025+403% since 2019
0$20.0M$40.0M$60.0M2019: $11.6M$11.6M20192020: $9.0M$9.0M2020−22%2021: $35.9M$35.9M2021+297%2022: $39.8M$39.8M2022+11%2023: $35.6M$35.6M2023−11%2024: $46.5M$46.5M2024+31%2025: $58.5M$58.5M2025+26%
Gross profit5$17.3M in 2025
-$5.0M0$5.0M$10.0M$15.0M$20.0M2024: -$1.4M-$1.4M20242025: $17.3M$17.3M2025
Operating income6789105$9.7M in 2025
-$20.0M-$10.0M0$10.0M$20.0M2019: -$1.7M-$1.7M20192020: -$2.7M-$2.7M2020+62%2021: $13.2M$13.2M20212022: $2.8M$2.8M2022−79%2023: -$15.2M-$15.2M20232024: -$6.9M-$6.9M2024−54%2025: $9.7M$9.7M2025
Net income6789105$3.8M in 2025
-$20.0M-$10.0M0$10.0M2019: -$860.8K-$860.8K20192020: -$5.4M-$5.4M2020+523%2021: $8.5M$8.5M20212022: $6.7M$6.7M2022−22%2023: -$14.5M-$14.5M20232024: -$8.5M-$8.5M2024−41%2025: $3.8M$3.8M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
REVENUE$58.5M$46.5M
Operating costs-$40.2M-$47.9M
Depreciation and depletion-$964.3K$0
GROSS PROFIT$17.3M-$1.4M
General and administrative$6.2M$4.2M
Stock-based compensation (Note 13)$1.2M$1.2M
Accretion expense (Note 11)$42.0K$18.3K
Right of use asset amortization$98.4K$114.6K
Depreciation and amortization$31.6K$30.5K
TOTAL OPERATING EXPENSES$7.6M$5.5M
OPERATING INCOME (LOSS)$9.7M-$6.9M
Foreign currency losses-$5.1M$506.4K
Interest expense$1.6M$1.7M
Derivative mark-to-market loss (gain) (Note 8)$356.9K-$905.2K
Other expenses (income)$3.6M-$50.2K
TOTAL OTHER (INCOME) EXPENSE$471.6K$1.2M
NET INCOME (LOSS) BEFORE TAXES$9.2M-$8.2M
Mining tax expense (Note 14)$1.8M$890.5K
Income tax expense (Note 14)$3.6M-$551.4K
TOTAL TAX EXPENSE$5.4M$339.1K
NET INCOME (LOSS)$3.8M-$8.5M
DEEMED DIVIDEND FOR SERIES C & D PREFERRED-$234.3K-$234.3K
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$3.6M-$8.8M
Basic income (loss) per common share$0.12-$0.35
Weighted average shares outstanding - Basic29.3M shares24.7M shares
Diluted income (loss) per common share$0.13-$0.35
Weighted average shares outstanding - Diluted37.9M shares24.7M shares
Unrealized foreign currency translation loss-$6.9M-$2.5M
TOTAL OTHER COMPREHENSIVE LOSS-$6.9M-$2.5M
TOTAL COMPREHENSIVE LOSS-$3.0M-$11.0M

Compare DYNARESOURCE, INC. with another company

Corporate structure

DYNARESOURCE, INC. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of DYNARESOURCE, INC.

  • Gareth Nichol Filed SCHEDULE 13D on DYNARESOURCE, INC., latest Sep 3, 2026 (2 filings since Oct 22, 2024)
  • Matthew K. Rose Filed SCHEDULE 13D/A on DYNARESOURCE, INC., latest Sep 3, 2026
  • Golden Post Rail, LLC Filed SC 13D/A on DYNARESOURCE, INC., latest Oct 22, 2024 (6 filings since May 3, 2022)
  • MKR 2022 Grantor Retained Annuity Trust Filed SC 13D/A on DYNARESOURCE, INC., latest Mar 29, 2023
  • Koy W. Diepholz Filed SC 13D/A on DYNARESOURCE, INC., latest Jun 3, 2022
  • DYNARESOURCE, INC. Irving, Texas
    • DynaMexico US Holding, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What DYNARESOURCE, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$5.4M5 Dec 31, 2025$122.0K5 Dec 31, 2024+4291.3%
Accumulated depreciation$130.5K5 Dec 31, 2025$42.7K5 Dec 31, 2024+205.5%
Property and equipment, net$5.2M5 Dec 31, 2025$79.3K5 Dec 31, 2024+6493.6%
Operating-lease assets (leased space)$500.4K5 Dec 31, 2025$734.2K5 Dec 31, 2024−31.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$05 Dec 31, 2025$05 Dec 31, 2024

Inventory

ItemLatestA year beforeChange
Inventory, total$1.6M5 Dec 31, 2025$1.6M5 Dec 31, 2024+1.2%

Properties, in its own words

Corporate Headquarters

The Company leases office space for its corporate headquarters in Las Colinas, Irving, Texas. In February 2023, the Company entered into a 52-month extension of the original lease from September 2017 and added additional office space. As part of the agreement, the new lease term commenced and the Company received four months free rent upon completion of the finish out of the expansion space. The expansion was complete and the Company occupied the office space effective August 1, 2023. The Company makes tiered lease payments on the first of each month.

The rest of Item 2

Administrative and Logistics Offices

DynaMéxico maintains administrative and logistics offices in Guamuchil and Mazatlan, Mexico, both of which are under month-to-month payment terms.

Mining Project Location

The SJG mine is located on map sheet G13-A81 in the Culiacan mining district of Sinaloa State, Mexico, at Latitude 26 ̊ , 9’ N, Longitude 107 ̊, 53’ W, approximately 120 kilometers east northeast of the coastal city of Los Mochis. The property on which the SJG mine resides, straddles the border separating the Mexican States of Sinaloa and Chihuahua. The SJG mine is located in the south-western portion of the property, and is located entirely within the State of Sinaloa, as shown in the maps below.

DynaMéxico claims an ownership interest in the San Jose de Gracia mineral concessions, which are comprised of 33 distinct concessions covering an aggregate of approximately 9,920 hectares.

The property on which the SJG mine resides is located in and around the village of San Jose de Gracia, approximately 100 km northeast of Guamuchil, on the west side of Mexico. The village of San Jose de Gracia has a small airstrip and can be accessed by a small airplane, or alternatively, by a dirt mountain road. There are roads providing access to the property on which the SJG mine resides which are accessible throughout the year, with the possible exception of June and July when the rainy season sometimes causes flooding and runoff to make the roads too muddy to navigate.

Local Resources and Infrastructure

Accommodations

The village of San Jose de Gracia maintains a few stores which offer essential goods and services. The camp site area, which is closer to the mining activities, maintains facilities of twelve rooms with additional lodging available in the village which can accommodate a total of about 238 persons.

Power

A power line to the SJG mine has been installed by the Comisión Federal de Electricidad, the only authorized power producer in

Mexico. The power line was installed in March 2012 from the La Estancia area of the municipality of Sinaloa de Leyva, a distance of approximately 75 kilometers.

The power line is currently 220 volts maximum capacity, which supports domestic use only, including the office and camp facilities at the SJG mine, such as water pump, air conditioning, refrigeration, lights, internet, and fans, as well as local residential use. The SJG mine produces its own diesel-generated power as a backup to the power grid.

Offices – Camp Facilities

The SJG mine sources many of its supplies from nearby towns, Guamuchil, Los Mochis and Culiacan. There is a satellite dish installed at the SJG mine providing communications to and from the SJG mine. At the SJG mine, DynaMexico maintains a camp staff, including geologists, field helpers, consultants, security, cooks and cleaners. Most of these employees come from the local community.

Mining Concessions

The SJG mine consists of the following 33 contiguous mining concessions which covers an area of approximately 9,920 hectares (24,513 acres):

Current Mining Concessions - San José de Gracia

Claim Name · Claim Number · Staking date · Expiry · Hectares

AMPL. SAN NICOLAS · 183815 · 22/11/1988 · 21/11/2038 · 17.4234

AMPL. SANTA ROSA · 163592 · 30/10/1978 · 29/10/2028 · 25.0000

BUENA VISTA · 211087 · 31/03/2000 · 30/03/2050 · 17.9829

EL CASTILLO · 214519 · 02/10/2001 · 01/10/2051 · 100.0000

EL REAL · 212571 · 07/11/2000 · 07/11/2052 · 2038.0000

EL REAL 2 · 216301 · 30/04/2002 · 29/04/2052 · 280.1555

FINISTERRE FRACC. A · 219001 · 28/01/2003 · 27/01/2053 · 18.7856

FINISTERRE FRACC. B · 219002 · 28/01/2003 · 27/01/2053 · 174.2004

GUADALUPE · 189470 · 05/12/1990 · 04/12/2040 · 7.0000

LA GRACIA I · 215958 · 02/04/2002 · 01/04/2052 · 300.0000

LA GRACIA II · 215959 · 02/04/2002 · 01/04/2052 · 230.0000

LA LIBERTAD · 172433 · 15/12/1983 · 14/12/2033 · 97.0000

LA NUEVA AURORA · 215119 · 08/02/2002 · 07/02/2052 · 89.3021

LA NUEVA ESPERANZA · 226289 · 06/12/2005 · 05/12/2055 · 40.0000

LA UNION · 176214 · 26/08/1985 · 25/08/2035 · 4.1098

LOS TRES AMIGOS · 172216 · 27/10/1983 · 26/10/2033 · 23.0000

MINA GRANDE · 163578 · 10/10/1978 · 09/10/2028 · 6.6588

NUEVO ROSARIO · 184999 · 13/12/1989 · 12/12/2039 · 32.8781

PIEDRAS DE LUMBRE 2 · 215556 · 05/03/2002 · 04/03/2052 · 34.8493

PIEDRAS DE LUMBRE 3 · 218992 · 28/01/2003 · 27/01/2053 · 4.3098

PIEDRAS DE LUMBRE No.4 · 212349 · 29/09/2000 · 28/09/2050 · 0.2034

PIEDRAS DE LUMBRE UNO · 215555 · 05/03/2002 · 04/03/2052 · 40.2754

SAN ANDRES · 212143 · 31/08/2000 · 30/08/2050 · 385.0990

SAN JOSÉ · 208537 · 24/11/1998 · 23/11/2048 · 27.0000

SAN MIGUEL · 183504 · 26/10/1988 · 25/10/2038 · 7.0000

SAN NICOLAS · 163913 · 14/12/1978 · 13/12/2028 · 55.5490

SAN SEBASTIAN · 184473 · 08/11/1989 · 07/11/2039 · 40.0000

SANTA MARIA · 218769 · 17/01/2003 · 16/01/2053 · 4.2030

SANTA ROSA · 170557 · 13/05/1982 · 12/05/2032 · 31.4887

SANTO TOMAS · 187348 · 13/08/1986 · 12/08/2036 · 312.0000

TRES AMIGOS 2 · 212142 · 31/08/2000 · 30/08/2050 · 54.4672

FINISTERRE 4 · 231166 · 18/01/2008 · 17/01/2058 · 2,142.1302

FRANCISCO ARTURO · 230494 · 06/09/2007 · 27/03/2057 · 3,279.5600

TOTAL · 9,920.0000

Item 2 of the 10-K filed Apr 2, 2026.4

Leadership

Who has led DYNARESOURCE, INC., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Diaz Alonso David Sotomayor2024
2010201520202025
Board members and other officers (9)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerAlonso Sotomayor named Nov 1, 2024 to Sep 16, 202623
  • Executive OfficerDavid Charles Keough named Sep 16, 202623
  • DirectorBrent Charles Omland named Sep 16, 202623
  • DirectorDale Charles Petrini named Sep 16, 202623
  • DirectorBrent W. Omland named Nov 1, 202424
  • DirectorDale W. Petrini named Nov 1, 202424
  • DirectorJohn W. Wasserman named Nov 1, 202424

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • DynaMexico US Holding, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • DYNARESOURCE INCMay 14, 2008 to Oct 22, 20242
  • DYNA RESOURCE INCJun 12, 2000 to May 25, 20002

Timeline

  1. Sep 25, 20268-K Director nominations25
  2. Sep 4, 20268-K Other events26
  3. Sep 2, 20268-K Entered a material agreement; Unregistered sale of shares27
  4. Aug 18, 20268-K Other events28
  5. Aug 17, 20268-K Other events29
  6. Aug 10, 20268-K Financial statements and exhibits30
  7. May 18, 20268-K Other events31
  8. May 6, 20268-K Entered a material agreement; Unregistered sale of shares; Other events32
  9. Apr 2, 20268-K Financial statements and exhibits33
  10. Mar 4, 20268-K Executive or director change34
  11. Jan 16, 20268-K Financial statements and exhibits35
  12. Nov 26, 20258-K Executive or director change36
  13. Oct 22, 2024New chief executive Rohan Hazelton becomes CEO13
  14. Sep 24, 2009New chief executive Koy W. Diepholz becomes CEO14

Calendar

When it reported results

  1. Aug 20, 2025Reported quarterly or annual results37
  2. Jan 22, 2025Reported quarterly or annual results38

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

158 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 57 major events, 32 insider forms, 11 large holders, 2 private raises, 33 other. The latest 20:

  1. Oct 7, 2026DEFA14A EDGAR
  2. Oct 5, 2026ARS EDGAR
  3. Oct 5, 2026DEFA14A EDGAR
  4. Oct 5, 2026DEF 14A EDGAR
  5. Sep 25, 2026PRE 14A EDGAR
  6. Sep 25, 20268-K EDGAR
  7. Sep 16, 2026D EDGAR
  8. Sep 8, 20264 EDGAR
  9. Sep 4, 20268-K EDGAR
  10. Sep 3, 20264 EDGAR
  11. Sep 3, 2026SCHEDULE 13D/A EDGAR
  12. Sep 3, 2026SCHEDULE 13D EDGAR
  13. Sep 2, 20268-K EDGAR
  14. Aug 18, 20268-K EDGAR
  15. Aug 18, 202610-Q EDGAR
  16. Aug 17, 20268-K EDGAR
  17. Aug 14, 2026NT 10-Q EDGAR
  18. Aug 10, 20268-K EDGAR
  19. May 18, 20268-K EDGAR
  20. May 15, 202610-Q EDGAR

The 158 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

32 open-market trades by officers, directors and large owners since October 2021: 32 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026NICHOL GARETH10% ownerBuy2,000,000Form 4
Sep 1, 2026ROSE MATTHEW KDirectorBuy1,913,889Form 4
Aug 13, 2025DIEPHOLZ KOY W10% ownerBuy50,000$1.50$75.0KForm 4
Apr 17, 2025Golden Post Rail, LLCDirectorBuy200,000$1.00$200.0KForm 4
Mar 28, 2025DIEPHOLZ KOY W10% ownerBuy100$0.91$91Form 4
Mar 26, 2025DIEPHOLZ KOY W10% ownerBuy695$0.92$639Form 4
Oct 18, 2024Golden Post Rail, LLCDirectorBuy1,495,000$1.04$1.6MForm 4
Oct 18, 2024NICHOL GARETH10% ownerBuy2,778,846$1.04$2.9MForm 4
Oct 17, 2024DIEPHOLZ KOY W10% ownerBuy100$0.81$81Form 4
Oct 15, 2024DIEPHOLZ KOY W10% ownerBuy250$0.89$223Form 4
Dec 4, 2023ROSE MATTHEW KDirectorBuy42,698$2.24$95.6KForm 4
Nov 17, 2023ROSE MATTHEW KDirectorBuy24,000$2.22$53.3KForm 4
Sep 22, 2023ROSE MATTHEW KDirectorBuy39,900$2.57$102.5KForm 4
Sep 20, 2023Golden Post Rail, LLCDirectorBuy20,000$2.62$52.4KForm 4
Sep 5, 2023Golden Post Rail, LLCDirectorBuy10,000$2.60$26.0KForm 4
Aug 24, 2023Golden Post Rail, LLCDirectorBuy10,000$2.70$27.0KForm 4
Aug 23, 2023Golden Post Rail, LLCDirectorBuy9,900$2.68$26.5KForm 4
Aug 21, 2023ROSE MATTHEW KDirectorBuy13,560$2.69$36.5KForm 4
Aug 18, 2023ROSE MATTHEW KDirectorBuy20,142$2.65$53.4KForm 4
Aug 16, 2023ROSE MATTHEW KDirectorBuy9,800$2.45$24.0KForm 4

All 32 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David Keough62$211.0K$751.0K44
2025Rohan Hazelton52$247.5K$377.6K44
2025Alonso Sotomayor42$162.5K$232.1K44
2024Chief Executive Officer$118.1K$1.2M44
2024Chief Financial Officer$64.9K$409.3K44

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 1, 2026Raised $3 million in a private offering of equity Form D: 7 investors so far Form D
  2. Oct 18, 2024Raised $6 million in a private offering of equity Form D: 5 investors so far Form D

SEC filer profile

How DYNARESOURCE, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDYNARESOURCE, INC.1
  • CIK0001111741
  • Employer ID (EIN)94-15894264
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)1000 Metal Mining1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address222 W. Las Colinas Blvd, Suite 1910 North Tower, Irving, TX 750391
  • Phone(972) 868-90661
  • Shares outstanding30,149,059 as of Aug 17, 202612
  • Public float$21.6M as of Dec 31, 20254
  • AuditorDAVIDSON & COMPANY LLP, Vancouver, Canada PCAOB ID 731; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceApr 17, 20001
  • Filings419 in all: 8-K (93), 10-Q (55), 4 (49), CORRESP (25), UPLOAD (25), NT 10-Q (24), 10-Q/A (20), 10-K (18)1
    All 35 form types

    DEF 14A (13), NT 10-K (13), 3 (12), 5 (10), SC 13D/A (9), 10-K/A (7), PRE 14A (6), DEFA14A (5), 8-K/A (4), D (4), 10-12G/A (3), ARS (3), 4/A (2), NT 10-Q/A (2), PRER14A (2), SC 13D (2), SC 13G (2), SC 13G/A (2), 10-12G (1), 10SB12G (1), 10SB12G/A (1), DEFR14A (1), NT 10-K/A (1), NTN 10Q (1), RW (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Apr 2, 2026
    Quarterly report (10-Q) Aug 18, 2026
    Proxy statement (DEF 14A) Oct 5, 2026
    Latest 8-K (8-K) Sep 25, 2026

Risk factors and legal proceedings

The risks DYNARESOURCE, INC. names in Item 1A of its 10-K filed Apr 2, 2026: 51 risks under these headings, as written.4

  • Risks Related to Our Industry
  • Our results of operations, cash flows and operating costs are highly dependent upon the market prices of gold and silver and of key input commodities used in our business, which are volatile and beyond our control.
  • Volatility in metals prices may also impact the price of our outstanding securities.
  • Estimated mineral reserves and mineral resources are imprecise and depend upon subjective factors and may not be realized in actual production.
  • A significant delay or disruption in sales of concentrates as a result of the unexpected disruption in services provided by customer(s) or other third parties could have a material adverse effect on our results of operations.
  • There are significant hazards associated with mining activities.
  • Competition in the mining industry is intense, and the Company has limited financial and personnel resources with which to compete.
  • Risks Related to Our Operations
  • Our future growth will depend upon our ability to expand existing mines and develop and start-up new mines, either through exploration at our existing property or by acquisition of other mining companies or properties.
  • Significant investment risks and operational costs are associated with exploration and development activities. These risks and costs may result in lower economic returns and may adversely affect our business.
  • We may be affected by global supply chain disruptions.
  • We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. Such write-downs may adversely affect our results of operations and financial condition.
The other 41 risks
  • We operate in a foreign jurisdiction and are exposed to political and social risks associated with our foreign operations.
  • Our operations outside the United States also expose us to economic and operational risks.
  • Our success depends on developing and maintaining relationships with local communities and other stakeholders.
  • Our mining assets are subject to geotechnical and hydrological risks, and a related incident could materially and adversely impact our production, profitability and financial condition, as well as the value of our common stock.
  • Our estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.
  • We may make use of derivative contracts to protect against market price volatility exposes us to risk of opportunity loss, mark-to-market fair value adjustments, potential cash collateral calls and exposure to counterparty credit risk.
  • If we acquire another property, we may be unable to successfully integrate, may not realize the expected benefits of recent or future acquisitions or may face risks associated with divestitures.
  • We are dependent upon information technology and operational technology, which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.
  • We may be expected to continue enhancing our ESG practices to meet evolving and inconsistent standards.
  • Our operations may be disrupted, and our financial results may be adversely affected by an outbreak of infectious disease or pandemic.
  • Our business depends on good relations with, and the retention and hiring of, personnel.
  • Continuation of our mining operations is dependent on the availability of sufficient and affordable water supplies.
  • We may not be able to recognize the benefits of deferred tax assets.
  • Our accounting and other estimates may be imprecise.
  • A significant amount of our mining properties is subject to exchange control policies, the effects of inflation, and currency fluctuations between the U.S. dollar and the Mexican peso.
  • Lack of infrastructure could forestall or prevent further exploration and advancement.
  • There is substantial doubt about our ability to continue as a going concern.
  • Risks Related to Indebtedness and Financing
  • Our future operating performance may not generate cash flows sufficient to meet debt payment obligations.
  • The terms of our debt impose restrictions on our operations.
  • Risks Related to Applicable Laws and Regulations
  • We are subject to significant governmental regulations and related costs and delays associated with compliance may negatively affect our business.
  • Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
  • The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.
  • We are required to obtain and renew governmental permits in order to conduct operations, a process which is often costly and time-consuming. Our ability to obtain necessary government permits to expand operations or begin new operations may be materially affected by third-party activists.
  • We are subject to litigation and may be subject to additional litigation in the future.
  • Disputes regarding our mining claims, concessions or surface rights to land in the vicinity of our mining projects could adversely impact operations.
  • The Company’s effective tax rate could be volatile and materially change as a result of changes in tax laws, mix of earnings and other factors.
  • Risks Related to Our Common Stock, Securities Markets and Investment in Our Common Stock
  • We have the ability to issue additional equity securities, including in connection with any acquisition of other companies, which would lead to dilution of our issued and outstanding common stock and may materially and adversely affect the price of our common stock.
  • Holders of our common stock may not receive dividends.
  • Our common stock price may be volatile and as a result you could lose all or part of your investment.
  • There has been a limited public market for our common stock and there is no assurance that a more active, liquid and orderly trading market will develop for our common stock or what the market price of our common stock will be.
  • Potential future sales pursuant to registration rights granted by the Company and under Rule 144 may depress the market price for our shares of common stock.
  • Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our common stock.
  • We face risks related to compliance with corporate governance laws and financial reporting standards.
  • Volatility in the price of our common stock may subject us to securities litigation.
  • A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, may be currently leading to, and could again lead to, extreme price volatility in shares of our common stock.
  • If securities or industry analysts do not publish research or reports about the Company, or publish negative reports, the Company’s share price and trading volume could decline.
  • Because the Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.
  • Potential future offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities, which may be senior to our common stock for purposes of distributions or upon liquidation, could adversely affect the market price of our common stock.
  • Anti-takeover provisions of Delaware law could impair a takeover attempt.
  • If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.
  • Our business will be subject to the risks of climate change, natural catastrophic events, world events, and man-made problems such as power disruptions or terrorism.

Legal proceedings

From time to time, the Company becomes involved in legal matters in the ordinary course of its business. The Company intends to defend itself vigorously against any such claims. It is the Company’s policy to accrue for amounts related to lawsuits brought against it if it is probable that a liability has been incurred and an amount can be reasonably estimated. Although the outcome of such matters cannot be predicted with certainty, the Company believes that the outcome of those ordinary-course matters in which it is currently involved will not have a material adverse effect on its results of operations, liquidity, or financial position.

DynaMexico Tax Re-assessment

On March 3, 2025, the Mexican tax authority, Servicio de Administración Tributaria ("SAT”), issued a reassessment for the 2021 tax year of DynaMexico asserting an aggregate adjustment totaling approximately $19 million USD ($368 million MXN), inclusive of inflationary adjustments, surcharges, interest, and penalties, arising from a combination of tax basis adjustments, expense deductibility matters, mining duties, including mining concession fees, and related items. Among other things, the Company believes that certain aspects of the reassessment do not appropriately reflect the application of an arm’s length transfer pricing methodology in connection with intercompany management fees.

On March 28, 2025, the Company submitted a request for a Conclusive Agreement (Acuerdo Conclusivo) with SAT through the Mexican Taxpayer Ombudsman, Procuraduría de la Defensa del Contribuyente ("Prodecon”), seeking to resolve the reassessment through an administrative dispute-resolution process.

The opening of Item 3, Legal Proceedings.4

Sources

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