X0306 4 2020-07-01 0 0001111741 DYNARESOURCE INC DYNR 0001647774 Golden Post Rail, LLC 1110 POST OAK PLACE WESTLAKE TX 76262 1 0 1 0 0001200246 ROSE MATTHEW K 1110 POST OAK PLACE WESTLAKE TX 76262 1 0 1 0 July 2020 Warrant (Right to Buy) 2.05 2020-07-01 4 A 0 2645992 A 2022-07-01 Common Stock 2645992 2645992 D Convertible Promissory Note Series D Convertible Preferred Stock 1250000 D 2020 Warrant (Right to Buy) 0.01 2030-05-14 Common Stock 783975 783975 D Series C Convertible Preferred Stock 2.05 Common Stock 2460315 1734992 D 2015 Warrant (Right to Buy) 2.05 2027-05-13 Common Stock 2708 2306 D In connection with the issuance of the convertible promissory note (the "Note") on May 14, 2020, which is payable by the issuer to Golden Post Rail, LLC ("Golden Post"), the issuer also agreed to issue to the reporting persons, on July 1, 2020, a common stock purchase warrant (the "July 2020 Warrant") representing the right to purchase 2,645,992 shares of common stock of the issuer, at an exercise price of $2.05 per share, and expiring on the 2-year anniversary of the date of issuance. The July 2020 Warrant is subject to anti-dilution adjustments for stock splits, stock dividends, and similar matters. Immediately exercisable. Matthew K. Rose is the Manager, President, Secretary and Treasurer of Golden Post and may be deemed to beneficially own the securities held by Golden Post. Mr. Rose disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Mr. Rose states that neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Rose is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of these securities. As a result of certain contractual rights, the reporting persons may be deemed to be a director by deputization with respect to the issuer. The reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. The Note is payable by the issuer to Golden Post in the aggregate principal amount of $2,500,000, bearing an interest rate of 10% per annum, and maturing on the two-year anniversary of the date of issuance. As of June 30, 2020, there was $1,875,000 in principal amount outstanding under the Note, excluding any accrued and unpaid interest thereon, and the balance of the aggregate principal amount of the Note may be subsequently drawn down by and funded to the issuer in accordance with an agreed-upon draw summary and budget under the Note. The outstanding principal amount under the Note and any accrued and unpaid interest thereon is immediately convertible, at the option of Golden Post, into shares of Series D Senior Convertible Preferred Stock (the "Series D Preferred Stock") at a conversion price of $2.00 per share of Series D Preferred Stock. (Continued from Footnote 5) Any subsequent increase or decrease in the number of shares of Series D Preferred Stock issuable upon the conversion of the Note as a result of any subsequent increase or decrease in the outstanding principal amount of indebtedness under the Note and any accrued and unpaid interest thereon is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) thereunder. Though the Note matures two years from the date of issuance, the Note is convertible into Series D Preferred Stock for so long as there is any principal amount outstanding under the Note. If converted into Series D Preferred Stock, the shares of Series D Preferred Stock, which are convertible into shares of common stock at any time at the holder's election, have no expiration date. Though any shares of Series D Preferred Stock are initially convertible into shares of common stock on a 1:1 basis at any time at the holder's election, the conversion price and the number of shares of common stock into which any shares of Series D Preferred Stock is convertible are subject to anti-dilution adjustments, which generally provide that any shares of Series D Preferred Stock will retain their percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. The common stock purchase warrants (the "2020 Warrants") are subject to anti-dilution adjustments for stock splits, stock dividends, and similar matters. The conversion price, and the number of shares of common stock into which the shares of Series C Senior Convertible Preferred Stock (the "Series C Preferred Stock") is convertible, are subject to anti-dilution adjustments, which generally provide that the shares of Series C Preferred Stock retain their percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. The amount of underlying securities also includes 344,471 shares of common stock that may be issuable upon conversion of the Series C Preferred Stock as a result of accrued and unpaid dividends as of June 30, 2020. Any increase or decrease in the number of shares of common stock issuable upon the conversion of the Series C Preferred Stock as a result of any prior or subsequent increase or decrease in accrued and unpaid dividends is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) thereunder. The shares of Series C Preferred Stock are convertible into shares of common stock at any time, at the holder's election, and have no expiration date. The number of shares of common stock for which the 2015 Warrants are exercisable is subject to anti-dilution adjustments, which generally provide that the 2015 Warrants will retain their aggregate percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. In connection with any such anti-dilution adjustment, the exercise price per share decreases such that the aggregate exercise price of the warrant remains constant. Golden Post Rail, LLC, By: /s/ Matthew K. Rose, manager 2020-07-06 By: /s/ Matthew K. Rose 2020-07-06