Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Person

  Golden Post Rail, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  655,361

  Shared Voting Power

  0

  Sole Dispositive Power

  655,361

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  655,361

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.9 % (1)

  Type of Reporting Person (See Instructions)

  OO

Based upon 22,246,654 shares of Common Stock outstanding as of March 31, 2023, as disclosed in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the Securities and Exchange Commission on April 17, 2023.

  Names of Reporting Person

  Matthew K. Rose

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  2,946,840 (1)

  Shared Voting Power

  0

  Sole Dispositive Power

  2,946,840 (1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,946,840 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  13.2% (2)

  Type of Reporting Person (See Instructions)

  IN; HC

Includes (i) 291,479 shares of Common Stock held by Matthew K. Rose, (ii) 655,361 shares of Common Stock held by Golden Post and (iii) 2,000,000 shares of Common Stock held by MKR GRAT.

Based upon 22,246,654 shares of Common Stock outstanding as of March 31, 2023, as disclosed in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the Securities and Exchange Commission on April 17, 2023.

  Names of Reporting Person

  MKR 2022 Grantor Retained Annuity Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  2,000,000

  Shared Voting Power

  0

  Sole Dispositive Power

  2,000,000

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,000,000

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  9.0% (1)

  Type of Reporting Person (See Instructions)

  IN; HC

Based upon 22,246,654 shares of Common Stock outstanding as of March 31, 2023, as disclosed in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the Securities and Exchange Commission on April 17, 2023.

sole power to vote or to direct the vote:

shared power to vote or to direct the vote:

sole power to dispose or to direct the disposition of:

shared power to dispose or to direct the disposition of:

Diepholz agreed to sell to the Issuer, and the Issuer agreed to redeem and purchase from Diepholz, all of the 1,000 outstanding shares (the A Shares) of the Issuers Series A Preferred Stock (the Series A Stock) held by Diepholz for a price of $1,250,000. The Series A Stock carried the right to elect a majority of the Issuers Board of Directors. Upon the redemption of the A Shares, the Issuer agreed to retire the A Shares, not to issue or sell any Series A Stock in the future, and not to create or issue any other class or series of preferred stock having the right to elect a majority of the Issuers Board of Directors without approval of the Issuers Board of Directors (including the director appointed by the holders of the Series C Preferred Stock (the Series C Director).

Within 90 days after closing of the Multi-Party Agreement, the Issuer will seek stockholder approval to amend its Certificate of Incorporation to eliminate the Series A Stock.

The Issuer will enter into executive employment agreements (the Employment Agreements) with its key executives Diepholz, Rene Mladosich, Jose Vargas, and License Santos (collectively, the Executives) that include the following primary terms:

A term of four years, terminating on December 31, 2026.

Specified base salaries for each of the Executives, ranging from $150,000 to $300,000 per year, subject to annual adjustment as specified in the Agreement.

Discretionary bonus opportunities of up to 100% of base salary for Diepholz and up to 50% of base salary for the other Executives.

Severance equal to the remaining base salary and target bonus for any Executive terminated by the Company without Cause (as defined in the relevant Employment Agreement) or by the Executive for Good Reason (as defined in the relevant Employment Agreement).

Prior to the redemption of the A Shares, Diepholz agreed to vote the A Shares to elect Ronald Vail as a fourth independent member of the Issuers Board of Directors, resulting in the Issuer having a majority-independent Board of Directors.

The Issuer will create an Audit Committee, consisting of three or more independent members of its Board of Directors, one of which must be the Series C Director as long as Golden Post has the right to appoint the Series C Director.

The Issuer will create a Nominating Committee, consisting of (a) all of the independent members of the Board of Directors, including the Series C Director as long as Golden Post has the right to appoint the Series C Director; and (b) the Chief Executive Officer, as long Diepholz holds that position and is serving as a director.

The Issuer will hold its annual meeting of stockholders within 90 days following closing of the Multi-Party Agreement.

Golden Post released all claims known as of the date of the Multi-Party Agreement against the Issuer and Diepholz for breach of the Purchase Agreement.

Golden Post and MKR GRAT agreed to a one-time waiver of their respective anti-dilution protections with respect to certain equity awards approved by the Issuers Compensation Committee.

Diepholz agreed to transfer his one share of DynaResource de Mexico, SA de CV (Dyna Mexico) to a newly formed subsidiary of the Issuer.

Diepholz agreed to certain limitations on his authority as the attorney-in-fact of Dyna Mexico to ensure that Dyna Mexicos corporate actions are subject to appropriate oversight by the Dyna Mexico Board of Directors under the ultimate supervision of the Issuers Board of Directors.

The Issuer agreed to reimburse Golden Post for its legal fees in connection with the matters covered by the Multi-Party Agreement in an amount not to exceed $30,000.

Exhibit

Description of Exhibit