Stockholders' Equity | Issuance of Series C Senior Convertible Preferred Shares On June 30, 2015, the Company issued 1,600,000 Series C Senior Convertible Preferred Shares (the Series C Preferred Shares) at $2.50 per share for gross proceeds of $ 4,000,000, as well as issuing 133,221 additional Series C Preferred Shares due to anti-dilution provisions (with no cash remuneration). These Series C Preferred Shares are convertible to common shares at $2.50 per share, through February 20, 2020. The Series C Preferred Shares may receive a 4% per annum dividend, payable if available, and in arrears. A description of the transaction which included the issuance of the Series C Preferred Shares is included below. Financing Agreement with Golden Post Rail, LLC, a Texas Limited Liability Company 1. On May 6, 2015, the Company, Golden Post Rail, LLC, a Texas limited liability company (Golden Post), and Mr. Koy W. (J.D.} Diepholz, Charman-CEO of the Company entered into a Securities Purchase Agreement (the SPA). Pursuant to the SPA, Golden Post acquired the following securities: a) 1,600,000 shares of Series C Senior Convertible Preferred Stock (the Series C Preferred) at a purchase price of $2.50 per share ($4M USD), plus an additional 133,221 shares of Series C Preferred pursuant to anti-dilution provisions. The Series C Preferred is entitled to receive dividends at the per share rate of four percent (4%) per annum, ranks senior (in priority) to the Common Stock, the Series A Preferred Stock, and each other class or series of equity security of the Company. The Series C Preferred is convertible into Common Stock of the Company at the price of $2.50 per share, and is entitled to anti-dilution protection for (i) subsequent equity issuances by the Company and (ii) changes in the Companys ownership of DynaResource de México SA de CV (DynaMéxico). The Series C Preferred is also entitled to preemptive rights, and the holder has the right to designate one person to the Companys Board of Directors as a Class III director. b) A Common Stock Purchase Warrant (the Golden Post Warrant) for the purchase of 2,166,527 shares of the Companys Common Stock, at an exercise price of $2.50 per share, and expiring June 30, 2020. The anti-dilution protections contained in the terms of the Series C Preferred are essentially replicated in the Golden Post Warrant. 2. On May 6, 2015, the Company executed a Promissory Note (the Golden Post Note) payable to Golden Post in the principal amount of $500,000, and bearing interest at 8%. The principal amount of the Golden Post Note and accrued interest to June 30, 2015 in the amount of $6,000 were credited against amounts payable to the Company pursuant to the Securities Purchase Agreement described above. 3. Pursuant to the SPA, the Company executed a Registration Rights Agreement pursuant to which Golden Post may require the Company to register the shares of Common Stock which may be issued upon the conversion of the Series C Preferred and the shares of Common Stock issuable upon the exercise of the Warrant, including any additional shares of Common Stock issuable pursuant to anti-dilution provisions. Due to underlying anti-dilutive provisions contained in the Series C Preferred Shares and the Golden Post Warrant, the Company incurred derivative liabilities of $2,152,700 in connection with the Series C Preferred Shares, and $3,025,758 in connection with the Golden Post Warrant. Additionally, the Company fully accreted the discount related to the Series C Preferred Shares and the Golden Post Warrant in the amount of $4,637,178, which is reflected below the net income (loss) amount. Legal fees of $45,000 was deducted from the proceeds of this transaction at closing. In the current quarter, these contracts were adjusted from mark to market and a reduction of the derivative liability was recorded in the amount of $60,517, with the offset to other expense. Also in the current quarter, the Company reported $40,000 deemed dividend for Golden Post Rail related to its 4% dividend terms. As the Company has not declared these dividends, it is required only as an item below the net income (loss) amount. Due to the nature of this transaction as mandatorily redeemable, the preferred shares are classified as temporary equity on the balance sheet. Common Stock Issuances During the three months ended September 30, 2015, the Company issued 407,162 common shares for the conversion of notes, accrued interest and advances at $2.50 per share. These stock issuances also included the issuance of 407,162 warrants exercisable at $2.50 per share, expiring December 31, 2017. During the nine months ended September 30, 2015, the Company issued 1,169,500 common shares for cash at $2.50 per share, and the Company also issued 1,319,000 Warrants, with 1,020,000 of these warrants exercisable at $2.50 per share expiring December 31, 2017 and 149,500 warrants exercisable at $5 per share through December 31, 2015 and 149,500 warrants exercisable at $7.50 per share, expiring December 31, 2016. During the nine months ended September 30, 2015, the Company issued 1,169,500 shares of common stock for cash of $2,917,750. During the nine months ended September 30, 2015, the Company issued 750,000 common shares to Mineras de DynaResource S.A. de C.V. (DynaMineras, a wholly owned subsidiary) in exchange for services at a fair value of $1.74 per share. The shares are carried in Treasury for consolidation purposes. During the nine months ended September 30, 2015, the Company issued 250,000 shares to Dynacap Group Ltd., a related party, for services rendered at a fair value of $1.74 per share. Treasury Stock Distributions During the current quarter, the Company recognized $791,400 of expense related to the distribution of 395,700 treasury shares for services rendered. During the first quarter 2015, the Company recognized $51,135 in expense for the distribution of 20,000 treasury shares. In August, 2014, the Company distributed 20,000 treasury shares. Note Conversions As described in Note 3, Six (6) Noteholders converted principal and interest in the amount of $809,784 plus $33,119 of accrued interest (total of $842,903) into 337,162 shares of common stock ($2.50 per share). In addition, 337,162 warrants were issued, exercisable at $2.50 per share, expiring December 31, 2017. Chairman / CEO Conversion of Advance During the current quarter and as noted above, the Company converted $175,000 of advances from the CEO for the issuance of 70,000 shares of common (at $2.50 per share) as well as issuing 70,000 warrants, exercisable at $2.50 per share, expiring December 31, 2017. |