DYNARESOURCE, INC. Item 1.01. Entry into a Material Definitive Agreement.
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The principal terms of the Agreement are as follows:
· Diepholz agreed to sell to the Company, and the Company agreed to redeem
and purchase from Diepholz , all of the 1,000 outstanding shares (the "A
Shares") of Series A Preferred Stock (the "Series A Stock") held by
Diepholz for a price of $1,250,000 .
· The A Shares constitute all of the outstanding shares of Series A Stock of
the Company. The Series A Stock carried the right to elect a majority of
the Company's Board of Directors. Upon the redemption of the A Shares, the
Company agreed to retire the A Shares, not to issue or sell any Series A
Stock in the future, and not to create or issue any other class or series
of Preferred Stock having the right to elect a majority of the Board of
Directors without approval of the Board of Directors (including the
director appointed by the holders of the Series C Stock (the "Series C
Director").
· Within 90 days after closing of the Agreement, the Company will seek
stockholder approval to amend its Certificate of Incorporation to
eliminate the Series A Stock.
· The Company will enter into executive employment agreements (the
"Employment Agreements") with its key executives - Diepholz , Rene
Mladosich , Jose Vargas , and License Santos (collectively, the
"Executives") - that include the following primary terms:
o A term of four years, terminating on December 31, 2026 .
o Specified base salaries for each of the Executives, ranging from
$150,000 to $300,000 per year, subject to annual adjustment as
specified in the Agreement.
o Discretionary bonus opportunities of up to 100% of base salary for
Diepholz and up to 50% of base salary for the other Executives.
o Severance equal to the remaining base salary and target bonus for any
Executive terminated by the Company without Cause (as defined in the
relevant Employment Agreement) or by the Executive for Good Reason (as
defined in the relevant Employment Agreement).
· Prior to the redemption of the A Shares, Diepholz agreed to vote the A
Shares to elect Ronald Vail as a fourth independent member of the
Company's Board of Directors, resulting in the Company's having a
majority-independent Board of Directors.
· The Company will create an Audit Committee, consisting of three or more
independent members of its Board of Directors, one of which must be the
Series C Director as long as Golden Post has the right to appoint the
Series C Director.
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· The Company will create a Nominating Committee, consisting of (a) all of
the independent members of the Board of Directors, including the Series C
Director as long as Golden Post has the right to appoint the Series C
Director; and (b) the CEO, as long Diepholz holds that position and is
serving as a director.
· The Company will hold its annual meeting of stockholders within 90 days
following closing of the Agreement.
· Golden Post released all claims known as of the date of the Agreement
against the Company and Diepholz for breach of the Securities Purchase
Agreement, dated as of May 6, 2015 , by and among the Company, Golden Post,
and Diepholz .
· Golden Post and MKR GRAT agreed to a one-time waiver of their respective
anti-dilution protections with respect to certain Company equity awards
approved by the Company's Compensation Committee.
· Diepholz agreed to transfer his one share of DynaResource de Mexico, SA de
CV ("Dyna Mexico") to a newly formed subsidiary of the Company. Pursuant
to Mexican Law, a person other than the Company must own at least one
share of Dyna Mexico to ensure that Dyna Mexico has more than one
shareholder.
· Diepholz agreed to certain limitations on his authority as the
attorney-in-fact of Dyna Mexico to ensure that Dyna Mexico's corporate
actions are subject to appropriate oversight by the Dyna Mexico Board of
Directors under the ultimate supervision of the Company's Board of
Directors.
· The Company agreed to reimburse Golden Post for its legal fees in
connection with the matters covered by the Agreement in an amount not to
exceed $30,000 .
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties.
Item 5.01 Changes in Control of Registrant.
As described under Item 1.01, the Company's redemption of the A Shares from
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Multi-Party Agreement, dated as ofApril 19, 2023 by and amongDynaResource, Inc. ,Golden Post Rail, LLC , MKR 2022Grantor Retained Annuity Trust , and Koy W. ("K.D.")Diepholz 4
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