Stockholders' Equity | Authorized Capital Preferred Stock Common Stock Series A Preferred Stock The Company has designated 1,000 shares of its Preferred Stock as Series A, having a par value of $0.0001 per share. Holders of the Series A Preferred Stock have the right to elect a majority of the Board of Directors of the Company. In October 2007, the Company issued 1,000 shares of Series A Preferred Stock to its CEO. At December 31, 2015 and December 31, 2014, there were 1,000 and 1,000 shares of Series A Preferred Stock outstanding, respectively. The par value changed from $1.00 to $0.0001 in 2012. Series B Preferred Stock The Company designated 1,000,000 shares of its Preferred Stock as Series B, having a par value of $0.0001 per share. Holders of the Series B Preferred Shares held the right to convert into Common Stock of the Company on the following schedule: Date of Conversion # of Common Shares Received on Conversion For Each Preferred Share # of Common Stock Warrants Received On Conversion for Each Preferred Share Company Can Force the Option? April 1 to December 31, 2014 2 0 N July 1 to Dec 31, 2014 1.5 .75 N January 1 to June 30, 2015 1 1 N July 1 to December 31, 2015 1 0 Y The holders of Series B Preferred Shares did not have voting rights and were not entitled to receive a dividend. During the years ended December 31, 2015 and 2014, the Company issued 0 and 266,200 shares, respectively of Series B preferred shares for $1,331,000 cash. In the year 2014, each share is convertible into 2 common shares at the option of the holder. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $668,952. The beneficial conversion feature was fully amortized and recorded as a deemed dividend in 2014. At June 30, 2014, all Series B Preferred Shares were converted to common shares: 726,646 shares of Preferred B converted to 1,453,292 common shares. On May 4, 2015, the Company filed a certificate of elimination of the Series B convertible preferred shares, and thereby eliminating the Series B preferred shares. Therefore, as of December 31, 2015, no Series B Preferred Shares were outstanding. 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). Legal fees of $45,000 were deducted from the proceeds of this transaction at closing. These Series C Preferred Shares were originally convertible to common shares at $2.50 per share, through February 20, 2020. As of December 31, 2015, the share exercise price was reset to $2.41 per share due to anti-dilution provisions. 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 · On May 6, 2015, the Company, Golden Post Rail, LLC, a Texas limited liability company (Golden Post), and Mr. Koy W. (K.D.) Diepholz, Chairman-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 was originally 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). Due to reset provisions at December 31, 2015, the price has been adjusted to $2.41 per share. 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, originally 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. As of December 31, 2015, the pricing of the warrants was reset to $2.41 per share due to anti-dilution provisions. 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 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 $2,419,359 in connection with the Series C Preferred Shares, and $2,963,378 in connection with the Golden Post warrants. Additionally, the Company fully accreted the discount related to the Series C Preferred Shares and the Golden Post warrants in the amount of $4,637,179, which is reflected below the net income (loss) amount. Also in the current year, the Company reported $87,374 for redemption of 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. Cumulative dividends on the Preferred C shares amounted to $87,374 in 2015. Preferred Series C Carrying Value, December 31, 2014 $ Issuances at Fair Value, net of issuance costs 3,955,000 Bifurcation of Derivative Liability 2,152,704 Relative Fair Value of Warrants-Preferred Stock Discount (2,106,422 ) Accretion of Preferred Stock to Redemption Value (4,637,179 ) Carrying Value, December 31, 2015 4,333,053 Preferred Stock (Undesignated) In addition to the 1,000 shares designated as Series A Preferred Stock and the 1,733,221 shares designated as Series C Preferred Shares, the Company is authorized to issue an additional 16,266,779 shares of Preferred Stock, having a par value of $0.0001 per share. The Board of Directors of the Company has authority to issue the Preferred Stock from time to time in one or more series, and with respect to each series of the Preferred Stock, to fix and state by the resolution the terms attached to the Preferred Stock. At December 31, 2015 and December 31, 2014, there were no other shares of Preferred Stock outstanding. Separate Series; Increase or Decrease in Authorized Shares Common Stock The Company is authorized to issue 25,000,000 common shares at a par value of $0.01 per share. These shares have full voting rights. At December 31, 2015 and December 31, 2014, there were 16,722,825 and 14,146,024 shares outstanding, respectively. No dividends were paid for the years ended December 31, 2015 and 2014, respectively. Preferred Rights The Company issued Preferred Rights for the rights to percentages of revenues generated from the San Jose de Gracia Pilot Production Plant, and received $158,500 in 2003 and $626,000 in 2002. This has been reflected as Preferred Rights in stockholders equity. As of December 31, 2004, $558,312 was repaid and as of December 31, 2005, an additional $186,188 was repaid, leaving a current balance of $40,000 and $40,000 as of December 31, 2015 and December 31, 2014, respectively. Stock Issuances 2015 Activity During the year ended December 31, 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. 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. The Company issued 2,166,527 warrants related to the Series C Convertible Preferred shares in the current year. These warrants were exercisable at $2.50 per share, and expire June 30, 2020. The exercise price has been reset to $2.41 per share due to anti-dilution provisions. During 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. These shares are carried as Treasury Shares for consolidation purposes. During 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 and recognized $435,000 in expense. Treasury Stock During the year ended December 31, 2015, the Company distributed 395,700 treasury shares to stockholders and recognized $1,187,100 expense related to same. The Company distributed 600,000 treasury shares for services rendered and recognized $1,044,000 expense for such distribution. Company recognized $51,135 in expense for the distribution of 20,000 treasury shares. Note Conversions As described in Note 6, Six (6) Noteholders converted principal and interest in the amount of $809,784 plus $33,120 of accrued interest (total of $842,904) 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. Conversion of AdvancesRelated Party The Company converted $175,000 of advances from its 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. 2014 Activity During the year ended December 31, 2014, the Company issued 266,200 Series B preferred shares for cash at $5.00 per share. During the year ended December 31, 2014, the Company issued 1,453,292 common shares for the conversion of 726,646 Series B Preferred Shares, at a conversion ratio of 2 common shares issued for 1 preferred series B share redeemed. The Company also issued 4,391 common shares for the conversion of an advance to the Company at $2.50 per share. During the year ended December 31, 2014, the Company issued 1,333,333 shares to Mineras de DynaResource (wholly owned subsidiary) in exchange for the receivable it held from DynaResource de México of $4,000,000 at a fair value cost of $2.50 per share. The shares are carried in Treasury for consolidation purposes. During 2014, $757,500 was received for the issuance of 303,000 shares at $2.50 per share. During 2014, 250,000 shares were issued for services rendered at a cost basis of $2.75 per share. Treasury Stock In 2014, the Company issued 1,333,333 shares to Mineras de DynaResource SA de CV (DynaMineras) in exchange for $4,000,000 in receivables owed by DynaMéxico to DynaMineras and these shares are held in treasury. Also in 2014, Mineras redistributed 250,000 shares of common for services and the Company recognized $687,500 in expense related to this transaction. In 2014, the Company repurchased 3,000 Common Shares for $7,500. In 2014, The Company redistributed 20,454 shares of treasury stock. In August, 2014, the Company distributed 20,000 treasury shares. Treasury stock is accounted for by the cost method. Warrants 2015 Activity The Company had 4,161,189 warrants outstanding at December 31, 2015. During 2015, the Company issued 149,500 warrants at $5/share, expiring December 31, 2016 and 149,500 warrants at $7.50/share expiring December 31, 2017. The Company also issued 1,001,150 warrants at $2.50/share, expiring December 31, 2017. The Company also issued 2,166,527 warrants with anti-dilution provisions originally priced at $2.50/share and expiring June 30, 2020. These warrants have been reset to $2.41 per share pricing due to anti-dilution provisions. The Company also issued 407,162 warrants at $2.50/share, expiring December 31, 2017. Expiration of 991,150 warrants occurred during the year. 2014 Activity During 2014, the Company issued 790,000 Warrants to purchasers of 395,000 common shares at $2.50 per share: (a) 395,000 warrants, exercisable at $5 per share, and expiring December 31, 2015, and (b) 395,000 warrants, exercisable at $7.50 per share, and expiring December 31, 2016. Also during the year ended December 31, 2014, 212,500 warrants expired on January 1, 2014, and 469,650 warrants expired at June 30, 2014. During the years ended December 31, 2015 and 2014, no warrants were exercised. The Company recorded no expense related to the issuance of these warrants since these warrants were issued in common stock for cash sales and note conversions. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Balance at December 31, 2013 1,151,800 $ 5.83 .90 $ - Granted 790,000 $ 6.25 $ Exercised - $ 0.00 $ - Forfeited (682,150) $ 4.69 $ - Balance at December 31, 2014 1,259,650 $ 5.80 .96 $ - Granted 3,892,689 $ 6.25 $ - Exercised - $ - $ - Forfeited (991,150) $ 4.69 $ - Balance at December 31, 2015 4,161,189 $ 5.80 .96 $ - Exercisable at December 31, 2015 4,161,189 5.80 .96 $ - |