UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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DYNARESOURCE, INC.

(Name of Registrant as Specified in its Charter)In Its Charter

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DYNARESOURCE, INC.

The Urban Towers of Las Colinas
222 W. Las Colinas Blvd., / Suite 744 East1910 North Tower

Las Colinas / Irving, TexasTX 75039

October 30, 2017

Dear Stockholders:

It is our pleasure to invite you to attend the 2017 Annual Meeting of Stockholders of DynaResource, Inc., to be held on Thursday, December 7, 2017, at 2:00 P.M. CST, in the Amphitheater Room at the Four Seasons Hotel, 4150 N. MacArthur Blvd., Irving, Texas 75039.

The matters to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. A copy of our Annual Report at December 31, 2016 is also enclosed.

Whether you plan to attend the Annual Meeting, or not, it is important that your shares be represented and voted at the meeting regardless of the number of shares you may hold. Therefore, I urge you to vote as promptly as possible. You may vote your shares by returning the enclosed proxy card. Timely voting will ensure your representation at the Annual Meeting. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Thank you for your continued support of DynaResource, Inc. I look forward to seeing you at the Annual Meeting.

Sincerely,

K.W. (“K.D.”) Diepholz

Chairman and Chief Executive Officer

 

DYNARESOURCE, INC.

222 W. Las Colinas Blvd., Suite 744 East Tower

Irving, Texas 75039

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 7, 2017

To the Stockholders of DynaResource, Inc.:

Notice is hereby given that the 2017 Annual Meeting

A special meeting (the “Special Meeting”) of Stockholdersstockholders of DynaResource, Inc., a Delaware corporation (the “Company”), will be held on Thursday, December 7, 2017, at 2:00 P.M. CST, in the Amphitheater Room at the Four Seasons HotelCompany’s office, located in The Urban Towers of Las Colinas, at 4150 N. MacArthur222 W. Las Colinas Blvd., Suite 1910 North Tower, Irving, Texas 75039. The Annual Meeting75039, on Monday, July 13, 2020, at 3:00 PM Central Standard Time. In light of Stockholderscurrent circumstances and various restrictions that are being imposed because of COVID-19, it may become necessary to change the venue of the meeting. Any such change will be heldannounced in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The meeting will be convened for the following purposes, as more fully described inpurposes:
(1)
To amend the Proxy Statement accompanying this notice:

(1)To elect four Class I Directors to the Company’s Board of Directors. The Class I Directors are elected by the holders of the outstanding shares of Series A Preferred Stock voting together as a single class;
(2)To elect two Class II Directors to the Company’s Board of Directors. The Class II Directors are elected by the holders of the outstanding shares of Common Stock voting together as a single class;
(3)To elect one Class III Director to the Company’s Board of Directors. The Class III Director is elected by the holders of the outstanding shares of Series C Convertible Preferred Stock voting together as a single class;
·Note that the Board of Directors has fixed the number of directors at seven, to be comprised of (A) four Class I Directors; (B) two Class II Directors; and (C) one Class III Director.
(4)To approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. While we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on us, our Board of Directors or the Compensation Committee. Our Board of Directors and Compensation Committee value the opinions of all our stockholders and will consider the outcome of this vote when making future compensation decisions for the Company’s named executive officers. It is currently expected that stockholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s 2018 Annual Meeting of Stockholders;
(5)To approve, on an advisory basis, the frequency of a stockholder advisory vote approving the compensation to executive officers required by paragraph (a) of Rule 14a-21 and whether it should occur every 1, 2 or 3 years.While we intend to carefully consider the voting results of this proposal, the final vote is advisory in nature and therefore not binding on us, our Board of Directors or the Compensation Committee;
(6)To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof;

Only stockholdersCertificate of record asIncorporation of the close of business on November 3, 2017 are entitledCompany, as amended to receive notice of anddate, to vote at the Annual Meeting and any adjournment or postponement thereof.

You are cordially invited to attend the Annual Meeting in person. Whether you plan to attend the Annual Meeting, or not, it is important that your shares be represented and voted at the meeting regardless ofincrease the number of shares you may hold. You may vote your shares by returning the enclosed proxy card. If you attend the Annual Meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

By Order of the Board of Directors

/s/ K.W. (“K.D.”) Diepholz
K.W. (“K.D.”) Diepholz

Irving, Texas

October 30, 2017

Chairman and Chief Executive Officer

DYNARESOURCE, INC.

PROXY STATEMENT

FOR

2017 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Page

Questions and Answers about the 2017 Annual Meeting and this Proxy Statement1
Proposal One: Election of Class I Directors5
Proposal Two: Election of Class II Directors7
Proposal Three: Election of Class III Director8
Proposal Four: Advisory Vote to Approve Executive Compensation8
Proposal Five: Advisory Vote on the Frequency of an Advisory Vote to Approve Executive Compensation9
Corporate Governance10
Director Independence10
Board Meetings and Committees10
Annual Meeting Attendance11
Communications with Directors11
Code of Ethics11
Security Ownership of Certain Beneficial Owners and Management12
Section 16(a) Beneficial Ownership Reporting Compliance13
Executive Officers13
Executive Compensation14
Compensation Discussion and Analysis14
Summary Compensation Table14-15
Employment Agreements15
Grants of Equity-Based Awards in Fiscal Year 201616
Outstanding Equity Awards at Fiscal Year End17
Option Exercises and Stock Vested17

Potential Payments upon Termination or Change in Control17
Retirement Plans17
Equity Compensation Plans17
Compensation of Directors18
Certain Relationships and Related Person Transactions18
Householding of Proxy Materials18
Other Matters18

DYNARESOURCE, INC.

PROXY STATEMENT

FOR

2017 ANNUAL MEETING OF STOCKHOLDERS

The enclosed proxy is solicited on behalf of the Board of Directors of DynaResource, Inc., a Delaware corporation, for use at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, December 7, 2017, in the Amphitheater Room at the Four Seasons Hotel, at 4150 N. MacArthur Blvd., Irving, Texas 75039. The proxy solicitation materials are being sent on or about November 3, 2017 to all stockholders entitled to vote at the Annual Meeting. In this proxy statement, “DynaResource,” the “Company,” “we,” “us” and “our” refer to DynaResource, Inc.

QUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL MEETING

AND THIS PROXY STATEMENT

What is the purpose of the Annual Meeting?

At the Annual Meeting, holders of the outstanding shares of Series A Preferred Stock will vote to:

  • Elect four Class I Directors to the Board of Directors of the Company (Proposal One);

At the Annual Meeting, holders of the outstandingauthorized shares of Common Stock will vote to:

  • Elect two Class II Directorsfrom 25,000,000 shares to 40,000,000 shares; and
(2)
To amend the BoardCertificate of DirectorsDesignations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock (“Series C Preferred Certificate of Designations”) of the Company, (Proposal Two);

Atin order to (a) extend the Annual Meeting, holdersmaturity date of the outstanding sharesSeries C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Senior Convertible Preferred Stock will vote to:

  • Elect one Class III Director to the Board of Directors(“Series C Preferred”) into Common Stock of the Company, (Proposal Three);

Atand (iii) add certain restrictions on the Annual Meeting, holdersability of the outstanding shares of Common Stock will vote to:

  • Cast an advisory voteCompany to approve the compensation paid to the Company’s named executive officers (Proposal Four);
  • issue Series C PreferredCast an advisory vote to approve the frequency of a stockholder advisory vote on executive compensation (Proposal Five); and
  • Transact
(3)
To transact any other business as may properly come before the AnnualSpecial Meeting or any adjournment or postponement thereof.

What


Even if you expect to attend the Special Meeting, you are requested to mark, sign, date, and return the Board’saccompanying proxy card by fax or by mail. If you attend the Special Meeting, you may vote in person, whether or not you have sent in your proxy. A proxy may be revoked at any time prior to the voting recommendations?

Ourthereof.

By Order of the Board of Directors recommends that holders
/s/ K.W. (“K.D.”) Diepholz
K.W. (“K.D.”) Diepholz
Chairman and Chief Executive Officer
June 12, 2020
DYNARESOURCE, INC.
The Urban Towers of the outstanding shares of Common Stock cast their votes:

Las Colinas

222 W. Las Colinas Blvd. / Suite 1910 North Tower
Las Colinas / Irving, TX 75039
PROXY STATEMENT
“FOR”the two (2) Nominees for Class II Director who have been nominated by the Company (Proposal Two);

Our Board of Directors recommends that holders of the outstanding shares of Common Stock cast non-binding advisory votes:

“FOR”approval of the compensation paidThis Proxy Statement is furnished to the Company’s named executive officers (Proposal Four);

Our Boardstockholders of Directors recommends that holders of the outstanding shares of Common Stock cast non-binding advisory votes for:

“One Year” as to the frequency ofDynaResource, Inc., a stockholder advisory vote on executive compensation (Proposal Five).

1

While we intend to carefully consider the voting results of Proposals Four and Five, the final votes are advisory in nature and therefore not binding on us, our Board of Directors or the Compensation Committee. Our Board of Directors and Compensation Committee value the opinions of all our stockholders and will consider the outcome of these votes when making future compensation decisions for our executive officers and the frequency of advisory votes on executive compensation. It is currently expected that stockholders will be given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurringDelaware corporation (the “Company”) in connection with the Company’s 2017 Annual Meetingsolicitation on behalf of Stockholders.

Where arethe Board of Directors (the “Board”) of proxies for use at the special meeting of stockholders (the “Special Meeting”) to be held at the Company’s principal executive offices, located and what is the Company’s main telephone number?

in The Company’s principal executive offices are locatedUrban Towers of Las Colinas, at 222 W. Las Colinas Blvd., Suite 744 East1910 North Tower, Irving, Texas 75039. 75039, on Monday, July 13, 2020, at 3:00 PM Central Standard Time. In light of current circumstances and various restrictions that are being imposed because of COVID-19, it may become necessary to change the venue of the meeting. Any such change will be announced in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”).

This Proxy Statement and the enclosed form of proxy are first being made available to stockholders on or about June 11, 2020, and the cost of soliciting proxies in the enclosed form will be borne by the Company. Proxies may be solicited by officers, directors, and employees of the Company, by personal interview, telephone, facsimile and electronic means. The Company’s main telephoneCompany will pay the officers, directors, and employees no additional compensation for these services. Banks, brokerage houses and other nominees or fiduciaries have been requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies, and the Company will, upon request, reimburse them for their expenses in so acting.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND OUR SPECIAL MEETING
Q:            
What is the purpose of the Special Meeting?
A:            
The Special Meeting is being held to permit our stockholders to consider and vote upon the following:
(1)
An amendment of the Certificate of Incorporation of the Company, as amended to date, to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares; and
(2)
An amendment of the Series C Senior Convertible Preferred Stock of the Company, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into Common Stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred.

Q:            
What is (972) 868-9066.

the Board’s Recommendation regarding these proposals?

A: 
We sent you this proxy statement and the enclosed proxy card because the Board of Directors of the Company is soliciting your proxy to vote at the Special Meeting. The Board’s recommendations are set forth together with a description of the proposals in this Proxy Statement. In summary, the Board recommends that you vote:
●
FOR the amendment of the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares; and
●
FOR the amendment of the Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock of the Company, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into Common Stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred.



Q:            
Who is entitled to vote at the AnnualSpecial Meeting?
A: 
For Proposal No. 1

The record date for the Annual Meeting is November 3, 2017. Only stockholders, only holders of record atof shares of Common Stock as of the close of business (5:00 p.m., Eastern Standard Time) on thatMay 14, 2020, the record date arefixed by the Board (the “Record Date”), will be entitled to receive notice of and to vote on Proposal No. 1 at the AnnualSpecial Meeting. As of the record date, May 14, 2020, 17,722,825 shares of our Common Stock were outstanding, of which 16,635,19217,218,525 shares of Common Stock are entitled to vote. By wayvote. As a point of explanation,information, the 1,087,633504,300 shares of Common Stock currentlyheld by Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, are neither counted for purposes of a quorum, nor entitled to vote.

For Proposal No. 2, the holders of the shares of Series C Preferred will vote on an “as converted” basis, together with the holders of the shares of Common Stock, as a single class. Each holder of Series C Preferred is be entitled to the number of votes equal to the number of Common Shares into which such holder’s shares of Series C Preferred could be converted. Accordingly, holders of record of shares of Common Stock and shares of Series C Preferred as of the close of business on the Record Date will be entitled to receive notice of and to vote on Proposal No. 2 at the Special Meeting. As of May 14, 2020, 17,722,825 shares of Common Stock were outstanding, of which 17,218,525 shares of Common Stock are entitled to vote. The 504,300 shares of Common Stock held by Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, are neither counted for purposes of a quorum, nor entitled to vote. Also as of the record date, 1,000May 14, 2020, 1,734,992 shares of our Series AC Preferred Stock were outstanding, and entitled to vote. Holdersconvertible into an aggregate of 2,450,363 shares of Common Stock.
Q:            
What shares can I vote?
A: 
You may vote all shares of the Company’s Common Stock owned by you, or issuable upon conversion of the Company’s Series AC Preferred Stock have the authority to elect a majorityyou own, in each instance as of the Boardclose of Directors (the Class I Directors). Additionally, holdersbusiness on the Record Date. You may cast one vote per share of the sharesCommon Stock that you held or were entitled to receive upon conversion of our Series C Senior Convertible Preferred Stock (“Series C Convertible Preferred Stock”) haveon the authority to elect one Class III Director.

Our stock transfer books will remain open between the date of the Notice of Annual Meeting and the date of the Annual Meeting.Record Date. A list of record stockholders entitled to vote at the AnnualSpecial Meeting will be available for inspectionduring ordinary business hours at ourthe Company’s principal executive offices.

offices located at 222 W. Las Colinas Blvd., Suite 1910 North Tower, Irving, Texas 75039, for a period of at least 10 days prior to the Special Meeting.

Q:            
How manycan I vote my shares?
A:            
You can vote your shares using one of the following methods:
●
Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper copy of the proxy materials; or
●
Attend and vote in person at the meeting. If your shares are held in street or account name by a broker and you intend to vote in person at the meeting, you will need a copy of your account statement and verification from your broker that you were the beneficial owner of the shares in the account as of the Record Date.
Unless you are planning to vote in person at the Special Meeting, your vote must be received by 5:00 p.m. Central Standard Time, on Friday, July 10, 2020.
You may still vote at the meeting if you are the record holder of your shares or hold a legal proxy from the record holder. Your vote at the Special Meeting will constitute a revocation of your earlier proxy or voting instructions.
Q:            
How will my shares be voted if I return a blank proxy card?
A: 
If you send in your proxy card, but do not specify how you want to vote your shares, your shares will be voted by the named proxies as follows:


●
FOR the amendment of the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares (Proposal No. 1); and
●
FOR the amendment of the Series C Preferred Certificate of Designation of the Company, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into Common Stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred (Proposal No. 2).
Q:            
What happens if additional matters are presented at the Special Meeting?
A: 
Other than the two proposals described in this Proxy Statement, we are not aware of any other business to be acted upon at the Special Meeting. If you grant a proxy, the person named as proxy holder, K.W. (“K.D.”) Diepholz, Chairman and Chief Executive Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Special Meeting.
Q:            
Who will count the votes?
A: 
A representative of Signature Stock Transfer, Inc., the transfer agent for the Company, will be appointed at the Special Meeting to tabulate the votes and act as Inspector of Elections.
Q:            
Where can I find the voting results of the Special Meeting?
A: 
We will announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the Special Meeting.
Q:            
Who will bear the cost of soliciting votes for the Special Meeting?
A: 
The solicitation of proxies will be conducted primarily by mail and electronically over the Internet, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy solicitation materials for the Special Meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials regarding the Special Meeting to beneficial owners of our Common Stock. We may conduct further solicitation personally, telephonically, through the Internet or by facsimile through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. We may generate other expenses in connection with the solicitation of proxies for the Special Meeting, which we will pay.
Q:            
What do I have?

Except asneed for admission to the Special Meeting?

A: 
You are entitled to attend the Special Meeting only if you are a stockholder of record or a beneficial owner as of the Record Date, or you hold a valid proxy for the Special Meeting from a stockholder of record. You should be prepared to present photo identification for admittance. If you are the stockholder of record, your name will be verified against the list of stockholders of record prior to your being admitted to the Special Meeting. If you hold your shares in street name, you must provide proof of beneficial ownership on the Record Date, such as a brokerage account statement showing that you owned Company stock as of the Record Date, a copy of the Voting Instruction Form provided by your broker, bank or other nominee, or other similar evidence of ownership as of the Record Date. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the Special Meeting.

BACKGROUND TO PROPOSALS NO. 1 AND NO. 2 – THE NOTE PURCHASE AGREEMENT
On May 14, 2020, the Company closed a financing agreement with Golden Post Rail, LLC, a Texas limited liability company and certain individual investors.
1.
Pursuant to the May 14, 2020 Note Purchase Agreement (the “Note Purchase Agreement”) among the Company, Golden Post Rail, LLC, and the other parties listed on Exhibit A thereto (the “Remaining Purchasers”):
o
Golden Post acquired the following securities:
a)
A convertible promissory note; and
b)
A Common Stock purchase warrant; and
o
The Remaining Purchasers acquired the following securities:
a)
Convertible promissory notes; and
b)
Common stock purchase warrants.
2.
Also pursuant to the Note Purchase Agreement, the Company and Golden Post Rail, LLC have agreed to amend the common stock purchase warrant dated June 30, 2015, issued to Golden Post Rail, LLC in connection with that certain Securities Purchase Agreement dated as of May 6, 2015.
3.
The Note Purchase Agreement requires that the Company solicit from each stockholder entitled to vote at a special or annual meeting of the stockholders of the Company, which shall be held not later than July 14, 2020, such stockholders’ affirmative vote at the Shareholder Meeting for approval of the matters set forth in Proposal No. 1 and Proposal No. 2.


PROPOSAL NO. 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION /
INCREASE AUTHORIZED SHARES OF COMMON STOCK

The Certificate of Incorporation of the Company, as amended to date, currently authorizes the issuance of 25,000,000 shares of Common Stock of the Company.
The Board of Directors has approved, subject to stockholders’ approval, an amendment to the Certificate of Incorporation of the Company, as amended to date, to increase the number of shares of Common Stock authorized for issuance from 25,000,000 to 40,000,000. The primary purpose of the proposed increase is to accommodate (i) the conversion and/or exercise of the securities acquired in the Note Purchase Agreement transaction, (ii) the conversion and/or exercise of other outstanding securities of the Company, and (iii) the anti-dilution provisions of those securities of the Company containing such provisions. The Company also wishes to maintain flexibility to conduct future issuances of Common Stock, as well as future issuances of securities convertible into or exercisable for Common Stock from time to time to fund Company operations, consistent with its historical practice of raising financing through equity and debt issuances.
The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares of Common Stock that would become available if the proposed amendment to the Certificate of Incorporation of the Company is adopted. Furthermore, the Board of Directors is not proposing the increase with the intent of using the newly-authorized reserve as an anti-takeover device.
Accordingly, the Company is proposing that paragraph 1 of Article IV of the Amended and Restated Certificate of Incorporation be amended and restated to read in its entirety as follows (proposed new text is underlined and text proposed to be deleted is struck-through):
1.          
Authorized Capital. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 60,001,00045,001,000 shares, consisting of (i) forty million (40,000,000)twenty-five million (25,000,000) shares of Common Stock, par value $.01 per share (“Common Stock”), and (ii) twenty million and one thousand (20,001,000) shares of Preferred Stock, par value $.0001 per share (“Preferred Stock”), of which one thousand (1,000) shares shall be designated as Series A Preferred Stock.

Required Vote
Section 242(b) of the Delaware General Corporation Law provides thatthe holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, if the amendment would increase or decrease the aggregate number of authorized shares of such class. Accordingly,the affirmative vote of a majority of the 17,218,525 shares of Common Stock outstanding and entitled to vote, is required for the approval of Proposal No. 1.
The Certificate of Amendment that reflectsthe amendment contemplated by Proposal No. 1is attached hereto as Appendix I.
The Certificate of Amendment will become effective upon the filing thereof with the Secretary of State of the State of Delaware, which is expected to occur as soon as is reasonably practicable following stockholder approval of this proposal.
Recommendation
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 1.
***

PROPOSAL NO. 2
AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS FOR THE SERIES C PREFERRED
As noted above, the Note Purchase Agreement requires that the Company solicit from each stockholder of the Company, such stockholders’ affirmative vote for approval of an amendment of the Series C Preferred Certificate of Designation of the Company, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into Common Stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred.

Effect of Amendment
The Series C Preferred Certificate of Designation of the Company currently provides for a June 30, 2020 maturity date. The effect of the maturity date is this: to the extent the Series C Preferred is not converted to Common Stock of the Company, the Series C Preferred is subject to mandatory repurchase on the maturity date. The proposed extension of the maturity date of the Series C Preferred, would defer for two years – to June 30, 2022 -- the maturity date of the Series C Preferred. The deferral of the maturity date was a negotiated element of the Note Purchase Agreement and is highly favorable to the Company.
The proposed amendment also adds an equity cap in respect of the conversion of Series C Preferred into Common Stock of the Company. The proposed amendment would implement a “Beneficial Ownership Limitation” equal to 9.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of Series C Preferred to Common Stock. The Beneficial Ownership Limitation may be increased or decreased at the holder’s request. The Beneficial Ownership Limitation has been requested by Golden Post Rail, LLC and the Board of Directors wishes to accommodate that request.
The proposed amendment also adds certain restrictions on the ability of the Company to issue Series C Preferred. More specifically, the proposed amendment would add to the listing of Company actions that require the approval of holders of at least a majority of the aggregate Series C Preferred then outstanding, the following: “issue or authorize the issuance of any shares of Series C Preferred Stock to any entity or person.” The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares of Series C Preferred to any party other than Golden Post Rail, LLC. The proposed amendment simply harmonizes the Company’s plans, with the Company’s obligations under the Series C Preferred Certificate of Designation.
Required Vote
For Proposal No. 2, the holders of the shares of Series C Preferred will vote on an “as converted” basis, together with the holders of the shares of Common Stock, as a single class. As of May 14, 2020, 17,722,825 shares of Common Stock were outstanding, of which 17,218,525 shares of Common Stock are entitled to vote. Also as of May 14, 2020, 1,734,992 shares of Series C Preferred were outstanding, convertible into an aggregate of 2,450,363 shares of Common Stock.
The affirmative vote of a majority of the sum of (i) the 17,218,525 shares of Common Stock outstanding and entitled to vote, plus (ii) the2,450,363 shares of Common Stockissuable upon conversion of the Series C Preferred, is required for the approval of Proposal No. 2.
The Certificate of Amendment to the Series C Preferred Certificate of Designation that reflectsthe amendment contemplated by Proposal No. 2is attached hereto as Appendix II.
The Certificate of Amendment will become effective upon the filing thereof with the Secretary of State of the State of Delaware, which is expected to occur as soon as is reasonably practicable following stockholder approval of this proposal.

Recommendation
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.


QUORUM AND VOTING REQUIREMENTS
Quorum Requirement
A majority of the votes of a voting group entitled to be cast at the Special Meeting on all matters constitutes a quorum of that voting group. If you submit a properly completed proxy or if you appear at the Special Meeting to vote in person, your shares will be considered part of the quorum. Directions to withhold authority to vote for any proposal, abstentions and broker non-votes (described below) will be counted to determine if a quorum for the transaction of business is present. Once a quorum is present, voting on specific proposals may proceed. If less than a quorum of our shares is represented at the Special Meeting, a majority of the shares actually represented may adjourn the meeting without further notice for a period not to exceed 30 days at any one adjournment. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the Special Meeting as originally notified. Once a share is represented for any purpose at the Special Meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof, unless a new record date is set for the adjourned meeting. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.
Record Date and Voting Power
The Company has fixed the close of business (5:00 p.m. Eastern Standard Time) on May 14, 2020 as the “Record Date” to determine those shares eligible to vote at the Special Meeting. Only persons holding shares of the Company’s Common Stock or Series C Preferred as of the Record Date are entitled to vote at the Special Meeting. As of May 13, 2020, there were 17,722,825 shares of Common Stock outstanding, of which 17,218,525 shares of Common Stock are entitled to vote. As a point of information, the 504,300 shares of Common Stock held by Mineras de DynaResource S.A. de C.V., each holder of Common Stock is entitled to one vote per share held. A total of 16,635,192 votes may be cast by the holders of Common Stock on each matter for which the vote of the holders of Common Stock is required – Proposals Two, Four, and Five. Additionally, holders of the Company’s Series A Preferred Stock have the authority to elect a majority of the Board of Directors (the Class I Directors). Currently, Mr. K.W. (“K.D.”) Diepholz, Chairman, President and Chief Executive Officersubsidiary of the Company, is the holderare neither counted for purposes of 100%a quorum, nor entitled to vote. Also as of the outstandingMay 14, 2020, 1,734,992 shares of Series AC Preferred Stock and, accordingly, Mr. Diepholz has the authority to elect a majoritywere outstanding, convertible into an aggregate of the Board of Directors (the Class I Directors). Additionally, holders of the Company’s Series C Convertible Preferred Stock have the authority to elect one Class III Director. Currently, Golden Post Rail, LLC is the holder of 100% of the outstanding Series C Convertible Preferred Stock, and accordingly, Golden Post Rail, LLC has the authority to elect one Class III Director.

What is the difference between a stockholder of record and a beneficial owner of2,450,363 shares held in street name?

Stockholder of Record.If your shares are registered directly in your name with the Company’s transfer agent, Signature Stock Transfer, Inc., you are considered the stockholder of record with respect to those shares.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct that organization to vote the shares held in your account, in the manner you specify.

If I am a stockholder of record of Common Stock, how do I cast my vote?Stock.

If you are a stockholder of record, you may vote by mailing or faxing a completed proxy card. To vote by mailing a proxy card, please sign and return the enclosed proxy card in the enclosed prepaid and self-addressed envelope and your shares will be voted at the Annual Meeting in the manner you direct. To vote by fax, please sign and return the enclosed proxy card by fax to the transfer agent for the Company, Signature Transfer, Inc. at (972) 767-3924; or by fax direct to the Company at (972) 869-9400. You may also vote your shares in person at the Annual Meeting. If you are a stockholder of record, you may request a ballot at the Annual Meeting. 

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If I am a beneficial owner

Effect of shares held in street name, how do I cast my vote?

If you areAbstentions and Broker Non-Votes

Because the beneficial owner of shares held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the “record holder”) that must be followed for the record holder to vote your shares per your instructions. Please complete and return the voting instruction card in the self-addressed postage paid envelope provided; or, in some cases you may vote your shares on-line.

If your shares are held in street name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the record holder and bring it with you to the meeting. We recommend that you vote your shares in advance as described above, so that your vote will be counted if you later decide not to attend the Annual Meeting.

What is a quorum?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, either in person or by proxy, of holdersapproval of a majority of the outstanding capital stock of the Companyshares present and entitled to vote atis required to approve the adoption of the amendments to our Certificate of Incorporation, abstentions have the same effect as a meeting of stockholders will constitutevote against these proposals.

If you hold shares through a quorum. Abstentionsbroker or other nominee, your broker or nominee is permitted to exercise voting discretion only with respect to certain, routine matters. Broker non-votes are shares held by brokers or other nominees that do not have discretionary voting authority with respect to a matter and “broker non-votes”have not received specific voting instructions from the beneficial owner. Broker non-votes will be counted for the purposepurposes of determining whetherestablishing a quorum is present for the transaction of business.

If a quorum is not present, the Annual Meetingbut will be adjourned until a quorum is obtained.

What is a broker non-vote?

If you are a beneficial owner of shares held in street name and do not provide the record holder with specific voting instructions, under the rules of various national securities exchanges, the record holder may generally vote on routine matters but cannot vote on non-routine matters. If the record holder does not receive instructions from you on how to vote your shares on a non-routine matter, the record holder will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

What vote is required for each item?

For Proposal One, the Class I Directors are elected by the vote of the holders of the issued and outstanding shares of Series A Preferred Stock. For Proposal Two, the Class II Directors are elected by a plurality of the votes cast by the holders of the issued and outstanding shares of Common Stock entitled to vote. Accordingly, as to the Class II Directors, the two nominees receiving the highest number of votes cast will be elected as Directors. Abstentions willotherwise have no effect on the outcome of the election of candidates for Class II Directors. Due to the enactmentvote on any of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the election of directors is now considered a non-routine matter on which brokers are not empowered to vote without instructions. Accordingly, there may be broker non-votes on Proposal Two. Should any nominee for Class II Director become unavailable to serve before the Annual Meeting, the proxies will be voted by the proxy holders for such other person as may be designated by our Board of Directors or for such lesser number of nominees as may be prescribed by the Board of Directors. Votes cast for the election of any nominee for Class II Director who has become unavailable will be disregarded. For Proposal III, the Class III Director is elected by the vote of the holders of the Series C Convertible Preferred Stock. For Proposal Four, the measure will be approved or disapproved based on the highest number of votes cast. For Proposal Five, the measure will be approved or disapproved based on the highest number of votes cast.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you do not specify how your shares are to be voted, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement andfor your vote, except as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and you do not specify how your shares are to be voted, your broker may generally exercise its discretionary authority todescribed above.

How You Can Vote
You can vote your shares on routine matters, but your broker will not be permitted to vote your shares with respect to non-routine matters (Proposal Two).

What if I receive more thanusing one set of the following methods:

●
Complete and return a written proxy materials,or voting instruction card using the proxy card or voting instruction form?

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card if you received a paper copy of the proxy materials; or
 

If you receive more than one set of proxy materials, proxy card or voting instruction form because your shares are held

●
Attend and vote in multiple accounts or registered in different names or addresses, please vote your shares held ineach account to ensure that all of your shares will be voted.

Who will count the votes and how will my vote be counted?

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. If your proxy is properly submitted, the shares represented thereby will be votedperson at the Annual Meeting in accordance with your instructions.

Can I change my vote after I have voted?

meeting. If you are a stockholder of record, you may revoke or change your vote at any time before the Annual Meeting by filing a notice of revocation or another proxy card with a later date with the Corporate Secretary at DynaResource, Inc., 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039. If you are a stockholder of record and attend the Annual Meeting and vote by ballot, any proxy that you submitted previously to vote the same shares will be revoked automatically and only your vote at the Annual Meeting will be counted.

If you are a beneficial owner of shares held in street name, you should contact the record holder to obtain instructions if you wish to revoke or change your vote before the Annual Meeting. Please note, however, that if your shares are held in street or account name yourby a broker and you intend to vote in person at the Annualmeeting, you will need a copy of your account statement and verification from your broker that you were the beneficial owner of the shares in the account as of the Record Date.

Unless you are planning to vote in person at the Special Meeting, your vote must be received by5:00 p.m. Central Standard Time, on Friday, July 10, 2020.


You may still vote at the meeting if you are the record holder of your shares or hold a legal proxy from the record holder. Your vote at the Special Meeting will constitute a revocation of your earlier proxy or voting instructions.
You May Revoke or Change Your Vote
You may revoke a proxy at any time prior to its exercise by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date. A stockholder who votes in person at the Special Meeting in a manner inconsistent with a proxy previously filed on the stockholder’s behalf will be deemed to have revoked such proxy as it relates to the matter voted upon in person. Attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy.
SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial stock ownership as of May 14, 2020 of (i) all persons known to us to be effective unless you have obtained and present a proxy issued in your name from the record holder.

Where can I find the voting resultsbeneficial owners of more than 5% of the Annual Meeting?

The preliminaryCompany’s outstanding Common Stock, (ii) each director of the Company and our executive officers, and (iii) all of our officers and directors as a group. Each of the persons in the table below has sole voting results will be announced atpower and sole dispositive power as to all of the Annual Meeting. The final voting results will be talliedshares shown as beneficially owned by such persons, except as otherwise indicated.

Name of
Beneficial Owner
Number of Shares
Beneficially Owned
Percent of
Outstanding Common Shares
K.W. (“K.D.”) Diepholz
Chairman, CEO
 
 1,864,000(1)
10.5%
Mineras de DynaResource,
SA de CV.
(100% owned subsidiary of the Company)
 
504,300 (2)
2.8%
Golden Post Rail, LLC
1110 Post Oak Place
Westlake, Texas 76262
 
2,450,363(3)
12.1%(4)
Gareth Nichol
Denver, Colorado
 
2646,924(5)
14.7%
Dr. Jose Vargas Lugo
 Executive Vice President, Director
 
274,5081.50%
Pedro Ignacio Teran Cruz
Executive Vice President, Director
 
37,5000.2%
Bradford J. Saulter
VP., Investor Relations
 
124,4390.7%
John C. Wasserman
Director
 
134,3890.7%
Dale G. Petrini
Director
 
187,689(6)
1.0%
Officers and directors as a group
(7 persons)
 
2,622,525
 
14.8%
 
(1) Such shares are pledged pursuant to a pledge agreement for the benefit of Golden Post Rail, LLC, in connection with the transaction evidenced by the inspectorNote Purchase Agreement.
(2) The shares of electionCommon Stock held by Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, are neither counted for purposes of a quorum, nor entitled to vote.
(3)Includes (i) 2,116,793 shares of Common Stock issuable upon the conversion of 1,734,992 shares of Series C Preferred Stock and published(ii) 333,570 shares of Common Stock that may be issuable upon the conversion of those 1,734,992 shares of Series C Preferred Stock as a result of accrued and unpaid dividends as of May 14, 2020.
(4)Based upon 17,722,825 shares of the Common Stock outstanding as of October 31, 2019, as disclosed in a Currentthe Company’s Quarterly Report on Form 8-K, which10-Q for the quarterly period ended September 30, 2019, that was originally filed by the Company is required to file with the SecuritiesSEC on November 22, 2019, and Exchange Commission (“SEC”) within four days followingan aggregate of 2,450,363 shares of Common Stock issuable upon the Annual Meeting.

Howconversion of 1,734,992 shares of Series C Preferred Stock, including accrued and when may I submitunpaid dividends thereon.

(5)Includes 313,591 shares of Common Stock issuable upon the exercise of a stockholder proposal for any Annual Meetingcommon stock purchase warrant.
(6)Includes 31,359 shares of Stockholders?

InCommon Stock issuable upon the event thatexercise of a stockholder desirescommon stock purchase warrant.



WHERE YOU CAN FIND MORE INFORMATION
We are subject to have a proposal considered for presentation at an Annual Meeting of Stockholders,the information and included in our proxy statement and form of proxy card used in connection with that meeting, the proposal must be forwarded in writing to our Corporate Secretary so that it is received by a reasonable time before the Company begins to print and mail its proxy solicitation materials. Any such proposal must comply with thereporting requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

To forward1939, under which we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any stockholder proposals or notices of proposals ormaterials we have filed with the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to receivethe public on the SEC’s website at http://www.sec.gov.

You may request a copy of any of our Bylaws, write tofilings with the Corporate SecretarySEC at no cost, by contacting us at the following address or phone number:
DynaResource, Inc.,
The Urban Towers of Las Colinas
222 W. Las Colinas Blvd., / Suite 744 East1910 North Tower
Las Colinas / Irving, Texas 75039.

Who will bear the cost of soliciting proxies?

We will bear the entire cost of the solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional solicitation materials furnished to stockholders. Copies of solicitation materials will be furnished to brokerage firms, banks, broker-dealers or other similar organizations holding shares that are beneficially owned by others, so that such organizations may forward the solicitation materials to the beneficial owners. We may reimburse such organizations for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies may be supplemented by solicitation by personal contact, telephone, facsimile, email or any other means by our directors, officers or employees, and we will reimburse any reasonable expenses incurred for that purpose. No additional compensation will be paid to those individuals for any such services.

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TX 75039

INTRODUCTION TO PROPOSALS ONEthrough FIVE

ELECTION OF DIRECTORS

General

Directors are elected at annual meetings of stockholders. As provided in the certificate of incorporation and amendments thereto, the holders of the Company’s Series A Preferred Stock have the authority to elect a majority of the Board of Directors (the Class I directors). Currently, Mr.Attention: K.W. (“K.D.”) Diepholz

Chairman President and Chief Executive Officer of the Company, is the sole holder of the Company’s Series A Preferred Stock and, accordingly, Mr. Diepholz has the authority to elect a majority of the Board of Directors (the Class I Directors). The Class II Directors are elected by a plurality of the votes cast by the holders of the issued and outstanding shares of Common Stock. The Class III Director is elected by the holders of the Series C Convertible Preferred Stock.

Proposal One (Nominees to Serve as Class I Directors (Term to Expire at the 2018 Annual Meeting))

The nominees for election to the Board as Class I Directors, are as follows:

NameAgePositionDirector Since

K.W. (“K.D.”) Diepholz

 

60Chairman of the Board, President, Chief Executive Officer and Treasurer1995
Dr. Jose Vargas Lugo57Director, President of Mexican Operations2013

 

Eduardo Luna

73Director, Advisor to the President of Mineras de DynaResource2017
  Pedro Ignacio Teran Cruz54  Executive VP - Director of Exp. and Resource Development2015

The principal occupations and business experience, for at least the past five years, of each nominee for election to the Board as Class I Directors are as follows:

K.W. (“K.D.”) Diepholz

Mr. Diepholz has been involved in the resource sectors, primarily as an investor/entrepreneur, since 1980. He founded KWD Properties Corp. an Oil and Gas exploration and production company in 1983, and served as an executive manager to this Oil and Gas concern, and as a General partner to several limited partnerships. Mr. Diepholz has served in a variety of capacities with DynaResource, Inc. from 1994 to the present, and has served as Chairman of the Board, President, CEO and Treasurer since 1995. Mr. Diepholz has special skills in the areas of negotiation, business development, project planning and management, corporate financing, acquisition analysis, investment program interpretation and structuring, and executive management. Mr. Diepholz has been instrumental to the Company in the negotiations of the following: the acquisition of 24.9% Net Profits Interest in the San José de Gracia in 1995; the acquisition of an additional 25% interest in San José de Gracia in 1998; the acquisition and consolidation of 100% of the rights to the San José de Gracia from prior owners, culminating in March 2000; the acquisition and consolidation of several outstanding Concessions at the San José de Gracia from previous Mexican owners during 2000-2003; the direction and management of the test mining and pilot mill operations at San José de Gracia during 2003-2006; the negotiation of the Stock Purchase/Earn In Agreement in 2006; the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013; the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception. In addition to his roles with the Company, Mr. Diepholz serves as Chairman and CEO of DynaResource Nevada, Inc., an affiliated company, and as President of DynaNevada de Mexico, a wholly owned subsidiary of DynaResource Nevada Inc. Mr. Diepholz is also the current President of the following subsidiaries of the Company in Mexico: DynaResource de Mexico, Mineras de DynaResource, and DynaResource Operaciones.

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(972) 868-9066
 


APPENDIX I
CERTIFICATE OF AMENDMENT
OF
DYNARESOURCE, INC.
Mr. Eduardo LunaDYNARESOURCE, INC.,

Mr. Luna is a respected, successful senior executive with over 40 years’ experience in the mining industry. Mr. Luna’s experience includes serving asDelaware corporation (the “Corporation”),

DOES HEREBY CERTIFY:
FIRST: That at a Member of the Board of Directors for major mining companies which have achieved success at the highest level of the mining industry. Mr. Luna currently serves as a membermeeting of the Board of Directors of Silver Wheaton Corp., which is the largest pure precious metals streaming company inCorporation, resolutions were duly adopted setting forth a proposed amendment to the world. Mr. Luna has also served as a MemberAmended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”), filed on November 28, 2012 with the Secretary of State of Delaware, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the amendment are as follows:
RESOLVED, that paragraph 1 of Article IV of the Amended and Restated Certificate of Incorporation be amended and restated to read in its entirety as follows:
1.          
Authorized Capital. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 60,001,000 shares, consisting of (i) forty million (40,000,000) shares of Common Stock, par value $.01 per share (“Common Stock”), and (ii) twenty million and one thousand (20,001,000) shares of Preferred Stock, par value $.0001 per share (“Preferred Stock”), of which one thousand (1,000) shares shall be designated as Series A Preferred Stock.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment noted above.
THIRD: That the amendment noted above was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, DynaResource, Inc. has caused this certificate to be signed by its Chairman and CEO, this ___ day of July, 2020.

                 DYNARESOURCE, INC.
By: _______________________
K.W. (“K.D.”) Diepholz
     Chairman & CEO

APPENDIX II
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF
of
SERIES C SENIOR CONVERTIBLE PREFERRED STOCK
for
DYNARESOURCE, INC.
DYNARESOURCE, INC., a Delaware corporation (the “Corporation”), does hereby state and certify that:
FIRST: The name of the Corporation is DynaResource, Inc.
SECOND: The Corporation’s Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock (“Series C Certificate of Designations”) was filed with the Secretary of State of the State of Delaware on June 29, 2015.
THIRD: The Corporation filed a Certificate of Increase of Series C Senior Convertible Preferred Stock with the Secretary of State of the State of Delaware on May 13, 2020, to increase the number of shares constituting “Series C Senior Convertible Preferred Stock” to 1,734,992.
FOURTH: The Board of Directors of Goldcorp Inc., Alamos Gold Inc., and Primero Mining Corp.

In addition to his roles on company boards, Mr. Luna has servedthe Corporation, acting in a variety of operational capacities. From 1991 to 2005, Mr. Luna served as President of Luismin SA de CV in Mexico, which operated the Tayoltita Project for Goldcorp in Mexico. Mr. Luna also served as an Executive Vice President of Goldcorp. More recently, Mr. Luna served as President of Mexican Operations for Primero Mining from 2010-2015, during which time Primero Mining operated the Tayoltita Project.

During his distinguished career, Mr. Luna has received several mining industry recognitions and appointments, which include:

•National Mining Award, Mexico, 1997;
•President of the Mexican Chamber of Mines;
•President of the Consulting Board for the School of Mines, Universidad de Guanajuato;
•Member of the Advisory Boards of the School of Mines of National University of Mexico and University of Zacatecas;
•President of The Silver Institute 2002 – 2003.

Mr. Luna received a Bachelor’s degree in Mining Engineering from Universidad de Guanajuato, 1971; an MBA from Tecnológico de Monterrey, 1979; and an Advanced Management degree from Harvard Business School.

In 1997 Mr. Luna was appointed Trustee of Fundación Pro Niños de la Calle, a charity that works with children living on the streets of Mexico City.

Dr. Jose Vargas Lugo

Dr. Vargas is a licensed physician who graduated from the Universidad Nacional Autonoma de Mexico (UNAM); and is a graduated law student from the Universidad Autonoma de Sinaloa (UAS). Dr. Vargas commenced his involvementaccordance with the mining business with Minera Industrial Peñoles as a Medical Assistant to the Mining Services Divisionprovision of Peñoles in Fresnillo, Zacatecas. Since 1993, Dr. Vargas has been a supplier of industrial goodsSections 141 and services in and around the municipalities of Sinaloa de Leyva and Mocorito Sinaloa.

Dr. Vargas has worked with companies such as Compañía Minera El Rosarito, which was conducting operations at San Jose de Gracia during the period 1993 – 1995. Dr. Vargas later provided services and supplies to Mineras Finesterre at San Jose de Gracia, and to Minera Pangea, which was owned by Queenstake Resources, then Nevada Pacific, and now McEwen Mining. Dr. Vargas began working with DynaResource de Mexico in spring, 2000 as it commenced activities to acquire and consolidate the San Jose de Gracia District. Over the past plus 10 Years, Dr. Vargas has proven to be an integral part242 of the Company’s activities at San Jose de Gracia and in Sinaloa State, involved in all facetsDelaware General Corporation Law, adopted resolutions to amend the Series C Certificate of the Company’s business. Dr. Vargas has proven instrumental in the areas of public relations, community relations, governmental affairs, environmental matters, and overall management of the Company’s business activities in Mexico.

Pedro Ignacio Teran Cruz

Mr. Teran is a graduate Geologist from the Universidad de Sonora, Mexico. He has over 28 years’ experience in mineral exploration, mine development is a successful and respected Geological Consultant in Mexico, and is credited with defining significant resources at several projects. From 1986 to 1992, he was Project Geologist for Minera Real de Angeles, SA de CV (Frisco/Placer Dome Inc, now Alamos Gold), which under his participation, explored and discovered the “Mulatos Gold Deposit” Sonora, Mexico, and laterDesignations as a Project Manager, the “San Felipe Gold Project” BC, Mexico, both now in production. From 1992 to 1996, Mr. Teran worked as a Mine Geologist with Hecla Mining Co and explored and advanced into production the open pit “La Choya Gold Mine”. From 1996 to 1999, Mr. Teran worked as Geology Superintendent for Compañia Minera Lluvia de Oro (Santa Cruz Gold, Now NWM Mining Corp.) and at the open pit “Lluvia de Oro Gold Mine”, Sonora, Mex. From 1999 to 2001, Mr. Teran worked as a Consultant Geologist for due diligence for Tara Gold Resources in several projects located in la Sierra Madre Occidental. From 2001 to 2005, he worked as Manager of Geology Department for the Compañía Minera Pangea SA de CV (Queenstake Resources, Nevada Pacific and now McEwen Mining), in the “El Magistral Gold Mine” Sinaloa, Mexico. Under his direction of exploration, the reserves were increased substantially and he formed part of the team to put the project in production. During 2005 and part of 2006, Mr. Teran worked as Data Manager for Linear Gold Corp. in the “Ixhuatan Project” Chiapas, Mexico. He built the computer block model and Resources Estimation. From 2006 to 2008, he worked as Project Manager for Pediment Exploration Ltd., now Argonaut Gold Inc. in the “San Antonio Gold Project” located in BCS, Mexico.

6
follows:
1.            

Since 2008, Mr. Teran began working as a Consultant Geologist with DynaResource, Inc. in the “San Jose de Gracia Gold Project” located in Sinaloa, Mexico. In July 2015, Mr. Teran was retained 100% by DynaResource, and with full focus at San Jose de Gracia.

Proposal Two (Nominees to Serve as Class II Directors (Term to Expire at the 2018 Annual Meeting))

The following arethe Company’s nominees for election to the Board as Class II Directors:

NameAgePositionDirector Since
Dale G. Petrini63Stockholder2016
John C. Wasserman78Attorney and Stockholder2015

Company Nominees: The principal occupations and business experience, for at least the past five years, of the Company’s nominees for election to the Board as Class II Directors are as follows:

John C. Wasserman

Mr. Wasserman is a Partner with Wasserman, Bryan, Landry & Honold, LLP Law firm, Perrysburg Ohio. He is a stockholder of the Company and would bring the following credentials to the Board of Directors:

University of Detroit (PHB); Ohio State University, Law School (JD) – Graduate work in business administration; University of Toledo – Undergraduate and Graduate work in business administration; Admitted to practice before Ohio Supreme Court, U.S. Supreme Court, U.S. District Court for Northern District of Ohio, Sixth Circuit U.S. Court of Appeals; Member, Ohio State, Lucas County, Ohio (past President) and Toledo, Ohio Bar Associations; Board Member, Corporate and Board Secretary, Blue Water Satellite, Inc.; Board Member, TechTol of Toledo, Inc.; Member and current chair of the City of Waterville, Ohio Planning Commission; Member of the ten year Plan Committee of Waterville, Ohio; Member, Past Board Member, Secretary Treasurer and President of Toledo, Ohio Rotary; Past Assistant District Governor, Area 4 of District 6600 of Rotary International; Member of Timberlake Investments, LLC, an investment LLC; Board Member, Victory Center of Toledo, Ohio; Member, Succession Committee, DynaResource, Inc.; Member/Managing Partner/Member, numerous LLCs/Partnerships for real estate development, investments.

Mr. Wasserman formerly worked with the Ohio Attorney General’s Office, as Special Counsel, formerly worked with the Ohio Bureau of Unemployment, as Hearing Officer, and formerly served as Acting Judge, Maumee, Ohio, Municipal Court. Past Toledo, Ohio Exchange Club Member (President); Selected one of Jaycees Top Ten Young men of Toledo, Ohio; Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective October 1, 1979 published in Midwest Business Administration Association; Expert witness in real estate mandamus case: Lucas County Common Pleas Court, State ex rel Ad Hoc Committee of Waterville Citizens for Initiative and Referendum Petitions, Etc., Realtor vs. City of Waterville and Dale Knepper, Clerk of Council, City of Waterville, Respondents, Case No. CI-2013-1137.

Dale G. Petrini

Mr. Petrini brings over 40 years of extensive international project and manufacturing experience to the Board of DynaResource, Inc. During his 40+ years with The Dow Chemical Company, Houston, Texas, Mr. Petrini was the engineering sponsor, advisor and led the project development for several international mega projects totally over $50 billion USD. In his latest role for Dow, he was responsible for the project development of mega project growth opportunities in Latin America.

7

Previously, Mr. Petrini was responsible for Global Construction Management and Global Capital Procurement for Dow with offices and personnel located throughout the world. In addition, he was the Plant Manager for several production units and led the respective business management teams.

Mr. Petrini earned his civil engineering degree from The University of Michigan and is a registered licensed professional engineer. He holds dual citizenship in the US and EU.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the election of each of the nominees as Class II Director to the Board of Directors.

John C. Wasserman Class II Director

Dale G. Petrini Class II Director

Proposal Three(Nominee to Serve as Class III Director (Term to Expire at the 2018 Annual Meeting))

The current members of the Board of Directors, who are nominees for election to the Board as Class III Directors, are as follows:

               Phillip A. Rose Class III Director

The holderSubsection 1(q) of the Series C ConvertibleCertificate of Designations is hereby amended in its entirety to read as follows:

““Maturity Date” means the date that is seven years after the Initial Issuance Date.”
2.            
Subsection 6(d)(iii) of the Series C Certificate of Designation is hereby amended in its entirety to read as follows:
“(iii)           Adjustment for Other Dividends and Distributions.  If the Corporation shall at any time or from time to time on or after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a non-cash dividend or other distribution payable in securities or property other than Common Shares, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holders of Series C Preferred Shares shall receive upon conversions thereof, in addition to the number of Common Shares receivable thereon, the number of securities of the Corporation or other issuer (as applicable) or other property that they would have received had the Series C Preferred Shares been converted into Common Shares on the date of such event (provided, however, that, to the extent the right of a Holder of Series C Preferred Shares to participate in any such Distribution would result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series C Preferred Shares shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder of Series C Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation).”


3.            
Subsection 6(d)(iv) of the Series C Certificate of Designation is hereby amended to add the following to the end of Subsection 6(d)(iv):
“Notwithstanding anything herein to the contrary, to the extent that a Holder of Series C Preferred Shares’ right to participate in any such issuance of any Common Stock retainsor Common Stock Equivalents would result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series C Preferred Shares shall not be entitled to participate in such issuance to such extent (or beneficial ownership of such shares of Common Stock as a result of such issuance to such extent) and such issuance to such extent shall be held in abeyance for such Holder of Series C Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation).”
4.            
Subsection 6(d)(vi) of the Series C Certificate of Designation is hereby amended to add the following to the end of Subsection 6(d)(vi):
“Notwithstanding anything herein to the contrary, to the extent that a Holder of Series C Preferred Shares’ right to participate in any such issuance of any DynaMexico Shares or DynaMexico Share Equivalents would result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series C Preferred Shares shall not be entitled to participate in such issuance to such extent (or beneficial ownership of such DynaMexico Shares as a result of such issuance to such extent) and such issuance to such extent shall be held in abeyance for such Holder of Series C Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series C Preferred Shares exceeding the Beneficial Ownership Limitation).”
5.            
Section 6 of the Series C Certificate of Designation is hereby amended to add subsection (j) as follows:
“(j)            
Conversion Limitations. The Company shall not effect any conversion of Series C Preferred Shares, and a Holder of Series C Preferred Shares shall not have the right to elect the Class III Directorconvert any portion of its Series C Preferred Shares, pursuant to this Section 6, to the Boardextent that after giving effect to such conversion as set forth in this Section 6, the Holder of Directors.

***

Proposal Four

The Company is providingSeries C Preferred Shares (together with its stockholdersAffiliates, and any other persons acting as a group together with the opportunity to cast a non-binding, advisory vote to approve the compensationsuch holder or any of its Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Named Executive OfficersBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder of Series C Preferred Shares and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon conversion of any Series C Preferred Shares, but shall exclude the number of Common Shares which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder of Series C Preferred Shares or any of its Affiliates or Attribution Parties. Except as disclosed in this proxy statement (includingset forth in the compensation tables and narratives accompanying those tables as well aspreceding sentence, for purposes of this Section 6(j), beneficial ownership shall be calculated in the Compensation Discussion and Analysis). This Proposal is referred to as a “say-on-pay” proposal.

In accordance with the requirements of Section 14A13(d) of the Exchange Act (which was addedand the rules and regulations promulgated thereunder, it being acknowledged by each Holder of Series C Preferred Shares that the Company is not representing to such Holder of Series C Preferred Shares that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder of Series C Preferred Shares is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(j) applies, the determination of whether the Series C Preferred Shares are convertible (in relation to other securities owned by the Dodd-Frank Wall Street ReformHolder of such Series C Preferred Shares together with any Affiliates and Consumer Protection Act)Attribution Parties) and of which portion of the Series C Preferred Shares is convertible shall be in the sole discretion of the Holder of such Series C Preferred Shares, and the related rulessubmission of any Conversion Notice shall be deemed to be such Holder’s determination of whether the Series C Preferred Shares are convertible (in relation to other securities owned by such Holder together with its Affiliates and Attribution Parties) and of which portion of such Series C Preferred Shares is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the SEC,Exchange Act and the Board requests your advisory voterules and regulations promulgated thereunder. For purposes of this Section 6(j), in determining the number of outstanding Common Shares, a Holder of Series C Preferred Shares may rely on the following resolution atnumber of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual meeting:

RESOLVED,report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder of Series C Preferred Shares, the Company shall within one Business Day confirm orally and in writing to such Holder of Series C Preferred Shares the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including Series C Preferred Shares, held by such Holder and/or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of Series C Preferred Shares for Common Shares. Each Holder of Series C Preferred Shares, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(j); provided, that the compensation paidBeneficial Ownership Limitation in no event exceeds 19.99% of the number of Common Shares outstanding immediately after giving effect to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant toconversion of the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tablesSeries C Preferred Shares held by such Holder of Series C Preferred Shares and the narrative discussion that accompaniesprovisions of this Section 6(j) shall continue to apply. Any increase in the compensation tables), is hereby approved.

This vote is an advisory vote only andBeneficial Ownership Limitation will not be binding oneffective until the Company,61st day after such notice is delivered to the Board or the Compensation Committee, and will notCompany. The provisions of this paragraph shall be construed as overrulingand implemented in a decision by,manner otherwise than in strict conformity with the terms of this Section 6(j) to correct this paragraph (or any portion hereof) which may be defective or creatinginconsistent with the intended Beneficial Ownership Limitation herein contained or implyingto make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of any additional fiduciary duty for, the Board or the Compensation Committee. However, the Compensation Committee will consider the outcomeSeries C Preferred Shares.”

6.            
Subsection 8(c) of the vote when making future compensation decisions forSeries C Certificate of Designation is hereby amended to add subsection (ix) as follows:
“(ix)            
issue or authorize the Named Executive Officers.

The Company’s current policy isissuance of any shares of Series C Preferred Stock to provideany entity or person.”

FIFTH:                      
This Certificate of Amendment to the Series C Certificate of Designations was submitted to the stockholders with an opportunity to approve the compensation of the Named Executive Officers each year atCorporation and was duly approved by the annual meeting of stockholders. It is expected that the next such vote will occur at the 2017 annual meeting of stockholders.

Required Vote

Approval of this Proposal Four requires the affirmativerequired vote of the holders of a majoritystockholders of the Company’s Common Stock present at the Annual MeetingCorporation in person or by proxyaccordance with Sections 222 and entitled to vote on this Proposal.

Recommendation242 of the Board of DirectorsDelaware General Corporation Law.

[Remainder left blank; signature page follows

8
.]
 

The Board


IN WITNESS WHEREOF, the Corporation has caused this Certificate of Directors unanimously recommendsAmendment to the Series C Certificate of Designations to be executed by a vote “FOR” the approvalduly authorized officer of the compensation paid to the Company’s named executive officers.

***

Proposal Five

Approve the frequencyCorporation as of a stockholder advisory vote approving the compensation to executive officers required by paragraph (a)________ of Rule 14a-21 and whether it should occur every 1, 2 or 3 years.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote for “One Year” as the frequency of a stockholder advisory vote on executive compensation.

****************

9
July, 2020.
 

CORPORATE GOVERNANCE

Director Independence

The Board of Directors has determined that, with the exceptions of John C. Wasserman, Dale Petrini and Phillip A. Rose, none of its current directors and nominees for election at the Annual Meeting meets the definition of independent director under the current standards for “independence” established by NASDAQ.

Board Committees

We do not presently have

DYNARESOURCE, INC.,
a separately constituted audit committee, nominating committee, compensation committee, or committees performing similar functions.

At present, our entire Board of Directors acts as our audit committee. None of the current directors or the nominees for election at the Annual Meeting meets the definition of “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated by the Securities and Exchange Commission.

At present, our entire Board of Directors acts as our nominating committee.

At present, our entire Board of Directors acts as our compensation committee and accordingly, each director participates in the consideration of executive officer and director compensation.

Board Meetings in Fiscal Year 2016

During fiscal year 2016, our Board of Directors consisted of the following members:

Delaware corporation

By:                                                                 
K.W. (“K.D.”) Diepholz

Robert M. Allender, Jr.

Dr. Jose Vargas Lugo

David S. Hall*

Pedro I. Teran Cruz

Phillip A. Rose (elected by the holders of the Series C Convertible Preferred Stock on June 29, 2015)

*Mr. Hall resigned for personal reasons on July 13, 2016.

During fiscal year 2016, there were four regular meetings, three special meeting of the Board of Directors, as well as several informal discussions or meetings. Each member of the Board of Directors during fiscal year 2016 attended or participated in 100 percent of the total number of meetings of the Board of Directors held during the fiscal year, with the exception of (i) Mr. Hall, who resigned effective July 13, 2016, and (ii) Mr. Allender, who did not participate in meetings after March 12, 2016.

Board Meetings in Fiscal Year 2017

During fiscal year 2017 and through the date of this Proxy Statement, our Board of Directors consisted of the following members:

K.W. (“K.D.”) Diepholz

Eduardo Luna*

Dr. Jose Vargas Lugo

Pedro I. Teran Cruz

Rene L.F. Mladosich**

John C. Wasserman

Dale G. Petrini

Phillip A. Rose

* Mr. Luna was appointed to the Board effective March 1, 2017.

** Mr. Mladosich resigned for personal reasons on July 13, 2017.

During fiscal year 2017, there have been four regular meetings, one special meeting of the Board of Directors, as well as several informal discussions or informal meetings. Each member of the Board of Directors during fiscal year 2017 attended or participated in 100 percent of the total number of meetings of the Board of Directors held during the fiscal year, with the exception of (i) Mr. Mladosich, who resigned effective July 13, 2017; and Mr. Rose, who was absent for the July 29, 2017 meeting.

10
Chairman & CEO
 

Annual Meeting Attendance

Although the Company does not have a formal policy regarding attendance by members of the Board of Directors at the annual meetings of stockholders, directors are encouraged to attend such meetings. All members of the Board of Directors attended the 2016 annual meeting held on December 10, 2016, with the exception of: (a) Mr. Rose, who was unavailable; and (b) Mr. Luna, who was not yet appointed.

Communications with Directors

We have not in the past adopted a formal process for stockholder communications with the Board of Directors. Nevertheless, the directors have endeavored to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Communications to the Board of Directors may be submitted in writing to our Corporate Secretary at our principal executive offices at 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039. The Board of Directors relies upon the Corporate Secretary to forward written questions or comments to named directors or committees thereof, as appropriate. General comments or inquiries from stockholders are forwarded to the appropriate individual within the Company, including the President, as appropriate.

Code of Ethics and Standards of Business Conduct

The Company has adopted a Code of Ethics and Standards of Business Conduct which is available on the Company’s Web Site. An Introduction to the Code of Ethics and Standards of Business Conduct is included below:

The Company is committed to maintaining the highest standards of business ethics and complying with both the letter and the spirit of the law in everything that we do and in every country in which we do business. Doing so will also maintain the hard-earned respect and good corporate citizen reputation that we have established over the years with our customers, business partners and alliances. Consequently, employees are prohibited from participating in or condoning illegal or unethical activity. Remember that illegal acts by employees can subject the Company to fines, and the penalties for corporations convicted of federal crimes are severe. And employees who violate the Company’s ethical standards will be subject to disciplinary action up to and including termination.

To ensure compliance with this Company policy, we have adopted these Standards of Business Conduct and Ethics for all employees. These Standards apply to all Directors, Officers, and Employees of DynaResource, Inc. and to all Directors, Officers, and Employees of all subsidiary companies.

These Standards also apply to all agents, consultants, contractors, and other third parties when they are representing or acting for the Company and all subsidiaries. We expect our vendors and suppliers to be guided by these principles.

11
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the amount and nature of beneficial ownership of each of the executive officers and directors of the Company and each person known to be a beneficial owner of more than five percent of the issued and outstanding shares of common stock of the Company as of October 30, 2017.  The following table sets forth the information based on 17,722,825 common shares issued and outstanding as of October 30, 2017.

COMMON STOCK

 

Beneficial Owner

 

Address

Common Shares

Percent

Ownership

(17,722,825)

     
Common StockGolden Post Rail, LLCWestlake, Texas3,899,7480%
     
Common Stock

K.W. (“K.D.”) Diepholz

Chairman / CEO

222 W. Las Colinas Blvd.

Suite 744 East Tower

Irving, Texas 75039

1,865,10010.5%
Common Stock

Mineras de DynaResource

SA de CV.

CP 82110, Mazatlán,

Sinaloa, Mexico

 

1,087,6336.1%

Common Stock

 

Gareth NicholDenver, Colorado2,000,00011.3%
Common Stock

Eduardo Luna

Director; Advisor to the

President of Mineras de

DynaResource SA de CV

222 W. Las Colinas Blvd.

Suite 744 East Tower 

Irving, Texas 75039

________
     
Common Stock

Dr. Jose Vargas Lugo

EVP, Director

Plutarco Elias Calles 47

Guamuchil Sin. 81450

Mexico

274,5081.5%
     
Common Stock

Dale G. Petrini

Director;

222 W. Las Colinas Blvd.

Suite 744 East Tower

Irving, Texas 75039

156,330.88%

 

Common Stock

 

 

Pedro I. Teran Cruz

EVP; Director

 

 

Hermosillo, Sonora

Mexico

 

37,500

 

.21%

Common Stock

 

 

Common Stock

John C. Wasserman

Director;

 

 

Bradford J. Saulter

VP., Investor Relations

222 W. Las Colinas Blvd.

Suite 744 East Tower

Irving, Texas 75039

 

222 W. Las Colinas Blvd.

Suite 744 East Tower

Irving, Texas 75039

134,389

 

 

124,439

 

.76%

 

 

.70%

 

All Officers and Directors and 5% Owners as a Group (9 holders)

 

 

5,679,899

 

 

32.05%

 

No officer or director holds options which (a) are currently vested or (b) will vest within 60 days.

12

 

BENEFICIAL OWNERSHIP OF PREFERRED STOCK

Series A Preferred Stock

Beneficial OwnerSeries A Preferred StockPercent Ownership

K.W. Diepholz 1,000 100 %

  • Mr. K.D. Diepholz, the Chairman, President and CEO of the Company, holds 100% (1,000 shares) of the outstanding Series A Preferred Stock of the Company. The holder of the Series A Preferred Stock retains the right to elect a majority of the Members of the Board of Directors.

Series C Convertible Preferred Stock

Beneficial OwnerSeries C Convertible Preferred StockPercent Ownership

Gold Post Rail, LLC 1,733,221 100 %

  • Golden Post Rail, LLC holds 100% (1,733,221 shares) of the outstanding Series C Convertible Preferred Stock of the Company. The holder of the Series C Convertible Preferred Stock retains the right to elect the Class III Director to the Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers of the Company and persons who own more than ten percent of the common stock of the Company to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in ownership of the common stock of the Company. Such directors, officers and ten percent stockholders are required to furnish to the Company copies of all Section 16(a) reports that they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended December 31, 2015, its directors, executive officers and ten percent stockholders complied with all applicable Section 16(a) filing requirements.

EXECUTIVE OFFICERS

The Company’s executive officers are as follows:

NameAgePositionServed in Position Since
    
K.W. (“K.D.”) Diepholz60

President, CEO

and Treasurer

1995
    
Bradford J. Saulter56V.P., Investor Relations1995
    
Dr. Jose Vargas Lugo57

Director of Operations

-Mexico Operations

2006

2014

    

Eduardo Luna

 

 

 

73

 

 

Advisor to the President 

of Mineras de

DynaResource SA de CV

 

2017

 

 

 

    
Pedro I. Teran Cruz57

Executive Vice-President-

Director of Exploration and

Resource Development

2015

The principal occupations and business experience, for at least the past five years, of Mr. K.D. Diepholz, Mr. Eduardo Luna, Dr. Jose Vargas Lugo and Mr. Pedro I. Teran Cruz are set forth in the discussion of Proposal One, Nominees to serve as Class I Directors. The principal occupation and business experience of Mr. Wasserman and Mr. Petrini (Non-Management, Class II Directors), for at least the past 5 years, are set forth in the discussion of Proposal Two, Nominees to serve as Class II Directors.

13

Bradford J. Saulter

Mr. Saulter attended the University of Texas, Austin, Texas. Mr. Saulter worked in the marketing department of Metagram, Inc., a Dallas National marketing company; and was Regional Manager for Lugar, Lynch, & Associates, a Dallas based Financial Services Company, involved in sales & marketing of various investment products. Mr. Saulter has also worked as an independent Marketing Consultant, and has obtained Series 22 & 63 Securities Licenses. Mr. Saulter has been the Vice President of Marketing for Dynacap Group Ltd. (1992 - Present); and has been employed as Vice President – Investor Relations for DynaResource, Inc., Dallas, Texas (1995 to present).

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides disclosure about the policies and objectives underlying the compensation programs for our executive officers. Accordingly, we will address and analyze each element of the compensation provided to our Chief Executive Officer, our Chief Financial Officer and the other executive officers named in the Summary Compensation Table which follows this discussion. These individuals are referred to as the named executive officers.

Compensation Policy for Executive Officers.We have designed the various elements comprising the compensation packages of our executive officers to achieve the following objectives:

  • reflect individual accomplishments and contributions to the Company as well as overall Company performance;
  • align each executive officer’s interests with those of the Company’s stockholders; and
  • attract and retain qualified executives who will help the Company meets its goals.

Each executive officer’s compensation package has historically consisted of three elements: (i) a base salary, (ii) a cash bonus based upon the individual officer’s personal performance, and (iii) participation in long-term, stock-based incentive awards, in the form of restricted stock, designed to align and strengthen the mutuality of interests between our executive officers and our stockholders.

When establishing the compensation levels for the executive officers, we consider the Company’s overall performance and its evaluation of each executive officer’s individual performance level and his potential contribution to the Company’s future growth. Over the years, the Company has endeavored to follow a pay-for-performance philosophy when Company performance measures have been achieved.

Elements of Compensation.    Each of the major elements comprising the compensation package for executive officers (salary, bonus and equity) is (i) designed to reflect individual accomplishments and contributions to the Company as well as overall Company performance, (ii) align the executive’s interests with those of our stockholders and (iii) attract and retain qualified executives who will help the Company meet its goals. The manner in which each element of compensation has been structured may be explained as follows:

Salary.    The base salary level of each executive officer is reviewed once each year. The Company targets base salaries to be in the range of 80 percent to 90 percent of market. However, the Company may also consider the performance of the executive, contributions by the executive towards the Company’s mission/goals and tenure at the Company. The Company believes that this component of compensation should provide a level of security and stability from year to year and not be dependent to any material extent on the Company’s financial performance.

Incentive Compensation.    The bonus structure is generally designed to bring the total cash compensation for our executives up to market in a typical year and to exceed market when justified by Company performance.

Long-Term Incentives.    We currently have no contractual long-term incentives for our executive officers.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by the Company’s Chief Executive Officer, and its three other most highly compensated executive officers. These officers are referred to as the “named executive officers”. The Company has not entered into employment-related agreements with any of the named executive officers.

14

Name and Year Salary Bonus Stock Option Nonequity Nonqualified All other Total
principal       Awards Awards incentive plan deferred compensation compensation
position           compensation compensation    
K.W. Diepholz 2016 $225,000 None None None None None $14,750 $239,750
CEO, Pres, Treas, Director 2015 $225,000 None None None None None $28,145 $253,145
                   
Rene L.F. Mladosich 

2016

2015

 

$137,500

$50,000

 

$10,000

None

 

None

None

 

None

None

 

None

None

 

None

None

 

None

None

 

$147,500

$50,000

                   
Bradford J. Saulter, 2016 $72,000 None None None None None None $72,000
VP., Investor Relations 2015 $72,000 None None None None None None $72,000
                   
Dr. Jose Vargas Lugo 2016 $90,000 None None None None None None $90,000
Exec. VP; Director 2015 $90,000 None $412,500 None None None None $502,500
                   
Robert M. Allender, Jr. 2016 $54,405 None None None None None None $54,405
Exec. VP., Director 2015 $162,500 None $130,500 None None None None $293,000
                   
Pedro I. Teran Cruz 2016 $120,000 None None None None None None $120,000
Exec. VP, Director 2015 $60,000 None None None None None None $60,000

Note regarding Employment Agreements:The Company does not have any formal employment agreements with any of its named executive officers. Rather, the terms of their respective employment with the Company were established pursuant to mutual agreement of the Board of Directors and each individual executive.

15

Grants of Equity-Based Awards in Fiscal Year 2016

Grant dateEstimated future payouts under non-equity incentive plan awardsEstimated future payouts under equity incentive plan awardsAll other stock awards: Number of shares of stock or units(#)All other option awards: Number of securities underlying options(#)Exercise or base price of option awards($/Sh)Grant date fair value of stock and option awards
Threshold($)Target($)Maximum($)Threshold (#)

Target

(#)

Maximum(#)

KW Diepholz,

CEO, President,

Director 

---------------------------------

Rene L.F. Mladosich

Exec. VP., Director of Mining Operations

---------------------------------

Bradford J Saulter

Vice-President, Investor Relations

--- 

---

---

---

---

---

---

---

---

---

---

Dr. Jose Vargas

Lugo,

Director of

Mexican

Operations,

Director

---------------------------------

Eduardo Luna,

Advisor to

President of

Mineras de

DynaResource

---------------------------------

Pedro I. Teran Cruz,

Executive Vice-

President, Director

of Exploration and

Resource Development,

Director

---------------------------------

16

Outstanding Equity Awards at Fiscal Year End

The following table provides certain summary information concerning outstanding equity awards held by the named executive officers as of December 31, 2016:

Outstanding Equity Awards at Fiscal Year-End

NameOption awardsStock awards
Number of securities underlying unexercised options(#) exercisableNumber of securities underlying unexercised options(#) un-exercisableEquity incentive plan awards: number of securities underlying unexercised unearned options(#)Option exercise price($)Option expiration dateNumber of shares or units of stock that have not vested(#)Market value of shares or units of stock that have not vested(#)Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#)Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($)

K W Diepholz

CEO, President, Director

---------------------------
Rene L. F. Mladosich, Director of Mining Operations---------------------------

Bradford J Saulter

Vice-President, Investor Relations

---

---

---

---

---

---

---

---

---

Dr. Jose Vargas

Lugo

President of Mexican

Operations

---------------------------

Robert M. Allender,

Jr.; Exec. Vice-

Director of Mining

Operations

---------------------------

Pedro I. Teran Cruz

Executive Vice-

President, Director of

Exploration and

Resource Development,

---------------------------

Option Exercises and Stock Vested

No named executive officer held options to purchase shares of stock that vested during 2016.

Potential Payments upon Termination or Change in Control

The Company does not have any contract, agreement, plan or arrangement with its named executive officers that provides for payments to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company, or a change in the named executive officer’s responsibilities following a change in control.

Retirement Plans

The Company does not have any plan that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.

Equity Compensation Plans

The Company does not have any plan that provides for equity compensation.

17

Compensation of Directors

In the past, the Company has not instituted a policy of compensating non-management directors. However, the Company plans to use stock-based compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting director compensation, the Company will consider the significant amount of time that directors expend in fulfilling their duties to the Company, as well as the skill-level required by the Company of its Board members. Directors are not subject to a minimum share ownership requirement.

The Company currently has no compensation plans for non-management directors.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Board of Directors is responsible for review, approval, or ratification of “related-person transactions” involving the Company or its subsidiaries and related persons. Under SEC rules, a related person is a director, officer, nominee for director, or five percent stockholder of the Company since the beginning of the previous fiscal year, and their immediate family members. We have adopted written policies that apply to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. If the Board determines a related person has a material interest in a transaction, the Board may approve, ratify, rescind, or take other action with respect to the transaction in its discretion.

During the years ended December 31, 2016 and 2015, the Company paid compensation to Dynacap Group, Ltd., a private consulting firm, in the following amounts:

In 2016:    $116,750 for consulting and other fees;

In 2015:    $81,500 for consulting and other fees;

Mr. K.W. (“K.D.”) Diepholz, Chairman and CEO of the Company and Mr. Charles Smith, former Chief Financial Officer, are the Managers of Dynacap Group, Ltd.

The Company is not aware of any other relationships or transactions, since the beginning of the previous fiscal year, in which the Company and one or more of its directors, officers, nominees for director, five percent stockholders and/or their immediate family members have a direct or indirect material interest.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” the proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (i) notify your broker, (ii) direct your written request to our Corporate Secretary at our principal executive offices at 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039, or (3) contact DynaResource directly at (972) 868-9066. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request at the address or telephone number above, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of these materials was delivered.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that the proxies in the enclosed form will be voted in accordance with the judgment of the person voting the proxies.

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WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. THEREFORE, WE URGE YOU TO VOTE AS PROMPTLY AS POSSIBLE. YOU MAY VOTE YOUR SHARES BY RETURNING THE ENCLOSED PROXY CARD. TIMELY VOTING WILL ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING, YOU WILL BE ABLE TO VOTE IN PERSON, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED YOUR PROXY.

By Order of the Board of Directors

K.W. (K.D.) Diepholz,Chief Executive Officer

Irving, Texas

October 30, 2017

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DYNARESOURCE, INC.

PROXY FOROF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 7, 2017

JULY 13, 2020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, having received the Notice of AnnualSpecial Meeting of Stockholders and Proxy Statement, hereby revokes all previous proxies and appoints K.W. (“K.D.”) Diepholz, the proxy of the undersigned, with full power of substitution, to vote all shares of common stock of DynaResource, Inc. that the undersigned is entitled to vote, either on his or her own behalf or on behalf of an entity or entities, at the AnnualSpecial Meeting of Stockholders of DynaResource, Inc. to be held in the Amphitheater Room at the Four Seasons HotelCompany’s office, located in The Urban Towers of Las Colinas, at 4150 N. MacArthur222 W. Las Colinas Blvd., Suite 1910 North Tower, Irving, Texas 75039, on Saturday, December 7, 2017Monday, July 13, 2020, at 2:3:00 P.M. CST,PM Central Standard Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could have if personally present at the AnnualSpecial Meeting.


THE CHAIRMANof the Board and the Current BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION APPROVAL OF THE TWO CLASS II DIRECTORS NOMINATED BY THE COMPANY.PROPOSAL NO. 1 AND PROPOSAL NO. 2

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK.

INK

Proposal One (Election by No. 1 (AMENDMENT TO THE CERTIFICATE OF INCORPORATION): To increase the Holdersnumber of Series A Preferred Stock): To electshares of Common Stock authorized for issuance from 25,000,000 to the Company’s Board of Directors, four Class I Directors, to a term of office expiring at the next Annual Meeting of Stockholders. The Nominees for Class I Directors are: K.W. (“K.D.”) Diepholz, Eduardo Luna, Dr. Jose Vargas Lugo, and Pedro I. Teran Cruz.40,000,000

.

All Nominees for Class I Directors (Holders of Series A Preferred Stock to Elect):

 [ X ] FOR                        [ ] WITHHOLD AUTHORITY

Proposal TwoNo. 2 (AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS FOR THE SERIES C PREFERRED STOCK): To elect to (a) extend the Company’s Boardmaturity date of Directors,the Series C Preferred by an additional two Class II Directors, to a term(2) years, (ii) add an equity cap in respect of office expiring at the next Annual Meetingconversion of Stockholders.

Class II Nominees (Holders ofSeries C Preferred into Common Stock of the Company, and (iii) add certain restrictions on the ability of the Company to elect)issue Series C Preferred.

Dale G. Petrini                [ ] FOR                        [ ] WITHHOLD AUTHORITY

John C. Wasserman       [ ] FOR           [ ] WITHHOLD AUTHORITY

Proposal Three (Election by the Holders of Series C Convertible Preferred Stock): To elect to the Company’s Board of Directors, One Class III Director, to a term of office expiring at the next Annual Meeting of Stockholders. The Nominee for Class III Director is: Philip A. Rose.

Nominee for Class III Director:

Philip A. Rose               [ X ] FOR          [ ] WITHHOLD AUTHORITY

Proposal Four: To cast an advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

                                           [ ] FOR           [ ] WITHHOLD AUTHORITY

Proposal Five: To cast an advisory vote to approve the frequency ofa stockholder advisory vote approving the compensation to executive officers required by paragraph (a) of Rule 14a-21 and whether it should occur every 1, 2 or 3 years.

[ ] One Year [ ] Two Years [ ] Three Years

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL NO. 1 AND PROPOSAL NO. 2. THE COMPANY-NOMINATED CLASS II NOMINEES TO THE BOARD OF DIRECTORS. THE PROXIES AREPROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.

   
Signature of Stockholder Signature of Stockholder

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

person
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