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, 2016 and December 31, 2015, there were 1,000 and 1,000 shares of Series A Preferred Stock outstanding, respectively. 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 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. During 2016 the company paid Dividends of $160,000 to the holder of Series C Convertible Preferred Stock. The Dividend is calculated at 4.0% of $4,000,000 payable annually on June 30. 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. (“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 is convertible into Common Stock of the Company at the price of $2.41 per share, and is entitled to anti-dilution protection for (i) subsequent equity issuances by the Company and (ii) changes in the Company’s 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 Company’s 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 Company’s 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. 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. In 2015, 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 Warrant. Additionally, the Company fully accreted the discount related to the Series C Preferred Shares and the Golden Post Warrant in the amount of $4,637,179, which is reflected “below” the net income (loss) amount. Also in 2015, the Company reported $87,374 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. In 2016 the total Derivative Liability was $5,106,090 which included $2,592,452 for the Series C Preferred Shares, and $2,513,638 in connection with the Golden Post Warrant. The Deemed Dividend for 2016 and 2015 was $173,797, and $87,374 respectively Due to the nature of this transaction as mandatorily redeemable, the preferred shares are classified as “temporary equity” on the balance sheet. Preferred Series C Carrying Value, December 31, 2014 $ - Issuances at Fair Value, net of issuance costs 3,955,000 Bifurcation of Derivative Liability (2,152,700 ) Relative Fair Value of Warrants – Preferred Stock Discount (2,106,426 ) Accretion of Preferred Stock to Redemption Value 4,637,179 Carrying Value, December 31, 2015 4,333,053 Issuances at Fair Value, net of issuance costs 0 Bifurcation of Derivative Liability 0 Relative Fair Value of Warrants – Preferred Stock Discount 0 Accretion of Preferred Stock to Redemption Value 0 Carrying Value, December 31, 2016 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, 2016 and December 31, 2015, 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, 2016 and December 31, 2015, there were 16,722,825 shares outstanding, respectively. No dividends were paid for the years ended December 31, 2016 and 2015, 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, 2016 and December 31, 2015, respectively. Stock Issuances 2016 Activity None. 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 total cash received of, $2,917,750 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, 2016 and 149,500 warrants exercisable at $7.50 per share, expiring December 31, 2016. The Company issued 2,166,527 warrants related the Preferred Series C shares issued in the current year. These warrants are exercisable at $2.50 per share and expire June 30, 2020. 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. The shares are carried in Treasury 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 for services rendered and recognized $791,400 expense related to same. The Company distributed 600,000 treasury shares for services rendered and recognized $924,000 expense for such distribution. Company recognized $51,135 in expense for the distribution of 20,000 treasury shares. At December 31, 2016 and 2015, 1,112,313 treasury shares were outstanding. 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 Advances- Related Party The Company converted $175,000 of advances 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. Warrants 2016 activity The Company had 3,593,689 warrants outstanding at December 31, 2016. There were no warrants issued or exercised in 2016 and 567,500 warrants expired in 2016. 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 1,020,000 warrants at $2.50/share, expiring December 31, 2017. The Company also issued 2,166,527 warrants with anti-dilution provisions at $2.50/share, subsequently reset to $2.41/share and expiring June 30, 2020. The Company also issued 407,162 warrants at $2.50/share, expiring December 31, 2017. Expiration of 991,150 warrants occurred during the year. During the years ended December 31, 2016 and 2015, 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, 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 $ 3.07 3.17 $ - Granted - $ - $ - Exercised - $ - $ - Forfeited (567,500 ) $ 7.02 $ - Balance at December 31, 2016 3,593,689 $ 2.45 2.51 $ - Exercisable at December 31, 2016 3,593,689 2.45 2.51 $ - |