UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a party other than the Registrant [_]
Check
the appropriate box:
[X]
Preliminary Proxy Statement
[_]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[_]
Definitive Proxy Statement
[_]
Definitive Additional Materials
[_]
Soliciting Material under Rule 14a-12
DYNARESOURCE,
INC.
(Name
of the Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required.
[
] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1.
Title of each class of securities to which the transaction applies:
_________________________________
2.
Aggregate number of securities to which the transaction applies:
_________________________________
3.
Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
_________________________________
4.
Proposed maximum aggregate value of the transaction:
_________________________________
5.
Total fee paid:
_________________________________
[
] Fee paid previously with preliminary materials.
[
] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
1.
Amount Previously Paid:
_________________________________
2.
Form, Schedule or Registration Statement No.:
_________________________________
3.
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_________________________________
4.
Date filed:
_________________________________
DYNARESOURCE,
INC.
The
Urban Towers of Las Colinas
222
W. Las Colinas Blvd. / Suite 744 East Tower
Las
Colinas / Irving, TX 75039
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
the Stockholders of DynaResource, Inc.:
A
special meeting (the “Special Meeting”) of stockholders of DynaResource, Inc., a Delaware corporation (the “Company”)
will be held at the Company’s office, located in The Urban Towers of Las Colinas, at 222 W. Las Colinas Blvd., Suite 744
East Tower, Irving, Texas 75039, on Friday, June 26, 2015, at 3:00 PM Central Standard Time. The meeting will be convened for
the following purposes:
| (1) | To
amend the Certificate of Incorporation of the Company, as amended to date, to provide
that the Board of Directors will be divided into three classes of directors – Class
I Directors, Class II Directors and Class III Directors – with the Class III director
to be selected by the holder of the Series C Senior Convertible Preferred Stock of the
Corporation; and |
| (2) | To
amend the Certificate of Incorporation of the Company, as amended to date, to provide
that to the fullest extent permitted by the Delaware
General Corporation Law, a director of the Company will not be liable to the Company
or its stockholders for monetary damages for breach
of fiduciary duty as a director; and |
| (3) | To
transact any other business as may properly come before the Special Meeting or any adjournment
or postponement thereof. |
Even
if you expect to attend the Special Meeting, you are requested to mark, sign, date, and return the accompanying proxy card by
fax or by mail. If you attend the Special Meeting, you may vote in person, whether or not you have sent in your proxy. A proxy
may be revoked at any time prior to the voting thereof.
|
By Order of the Board of Directors |
|
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|
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|
|
|
|
/s/ K.W. (“K.D.”) Diepholz |
|
|
K.W. (“K.D.”) Diepholz |
|
|
Chairman and Chief Executive Officer |
|
|
May 13, 2015 |
|
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DYNARESOURCE,
INC.
The
Urban Towers of Las Colinas
222
W. Las Colinas Blvd. / Suite 744 East Tower
Las
Colinas / Irving, TX 75039
PROXY
STATEMENT
This
Proxy Statement is furnished to the stockholders of DynaResource, Inc., a Delaware corporation (the “Company”) in
connection with the solicitation on behalf of the Board of Directors (the “Board”) of proxies for use at the special
meeting of stockholders (the “Special Meeting”) to be held at the Company’s offices, located in The Urban Towers
of Las Colinas, at 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039, on Friday, June 26, 2015, at 3:00 PM Central
Standard Time.
This
Proxy Statement and the enclosed form of proxy are first being made available to stockholders on or about May 25, 2015, and the
cost of soliciting proxies in the enclosed form will be borne by the Company. Proxies may be solicited by personal interview,
telephone, facsimile and electronic means. Banks, brokerage houses and other nominees or fiduciaries have been requested to forward
the soliciting material to their principals and to obtain authorization for the execution of proxies, and the Company will, upon
request, reimburse them for their expenses in so acting.
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND
OUR SPECIAL MEETING
Q: What
is the purpose of the Special Meeting?
A: The
Special Meeting is being held to permit our stockholders to consider and vote upon the following:
| (1) | An
amendment of the Certificate of Incorporation of the Company, as amended to date, to
provide that the Board of Directors will be divided into three classes of directors –
Class I Directors, Class II Directors and Class III Directors – with the Class
III director to be selected by the holder of the Series C Senior Convertible Preferred
Stock of the Corporation; and |
| (2) | An
amendment of the Certificate of Incorporation of the Company, as amended to date, to
provide that to the fullest extent permitted by
the Delaware General Corporation Law, a director of the Company will not be liable to
the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. |
Q: What
is the Board’s Recommendation regarding these proposals?
| A: | The
Board’s recommendations are set forth below together with a description of the proposals
in this Proxy Statement. In summary, the Board recommends that you vote: |
| • | FOR
the amendment of the Certificate of Incorporation of the Company to provide that
the Board of Directors will be divided into three classes of directors – Class
I Directors, Class II Directors and Class III Directors – with the Class III director
to be selected by the holder of the Series C Senior Convertible Preferred Stock of the
Corporation; and |
| • | FOR
the amendment of the Certificate of Incorporation of the Company to provide that
to the fullest extent permitted by the Delaware
General Corporation Law, a director of the Company will not be liable to the Company
or its stockholders for monetary damages for breach
of fiduciary duty as a director. |
Q: Who
is entitled to vote at the Special Meeting?
| A: | Only
holders of record of shares of Common Stock as of the close of business (5:00 p.m., Eastern
Standard Time) on May 15, 2015, the record date fixed by the Board (the “Record
Date”), will be entitled to receive notice of and to vote at the Special Meeting.
As of May 15, 2015, there were 15,295,663 shares of Common Stock outstanding, of which
13,212,330 shares of Common Stock are entitled to vote. As a point of information, the
2,083,333 shares of Common Stock held by Mineras de DynaResource S.A. de C.V., a subsidiary
of the Company, are neither counted for purposes of a quorum, nor entitled to vote. To
facilitate the amendment of the Certificate of Incorporation of the Company,
a limited number of stockholders of the Company have executed a Voting and Support
Agreement among the stockholders who are signatories
thereto (10 in total), the Company, and Golden Post Rail, LLC. |
Q: What
shares can I vote?
| A: | You
may vote all shares of the Company’s Common Stock owned by you as of the close
of business on the Record Date. You may cast one vote per share of Common Stock that
you held on the Record Date. A list of record stockholders entitled to vote at the Special
Meeting will be available during ordinary business hours at the Company’s principal
executive offices located at 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving,
Texas 75039, for a period of at least 10 days prior to the Special Meeting. |
Q: How
can I vote my shares?
A: You
can vote your shares using one of the following methods:
| • | Vote
through the Internet at www.proxyvote.com using the instructions included in the proxy
card or voting instruction card; |
| • | Vote
by telephone using the instructions on the proxy card or voting instruction card if you
received a paper copy of the proxy materials; |
| • | Complete
and return a written proxy or voting instruction card using the proxy card or voting
instruction card if you received a paper copy of the proxy materials; or |
| • | Attend
and vote in person at the meeting. If your shares are held in street or account name
by a broker and you intend to vote in person at the meeting, you will need a copy of
your account statement and verification from your broker that you were the beneficial
owner of the shares in the account as of the Record Date. |
Internet
and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a proxy or voting
instruction card. Unless you are planning to vote in person at the Special Meeting, your vote must be received by 11:59 p.m. Eastern
Standard Time, on June 25, 2015.
Even
if you submit your vote by one of the first three methods mentioned above, you may still vote at the meeting if you are the record
holder of your shares or hold a legal proxy from the record holder. Your vote at the Special Meeting will constitute a revocation
of your earlier proxy or voting instructions.
Q: How
will my shares be voted if I return a blank proxy card?
| A: | If
you send in your proxy card, but do not specify how you want to vote your shares, your
shares will be voted by the named proxies as follows: |
| • | FOR
the amendment of the Certificate of Incorporation of the Company to provide that
the Board of Directors will be divided into three classes of directors – Class
I Directors, Class II Directors and Class III Directors – with the Class III director
to be selected by the holder of the Series C Senior Convertible Preferred Stock of the
Corporation (Proposal No. 1); and |
| • | FOR
the amendment of the Certificate of Incorporation of the Company to provide that
to the fullest extent permitted by the Delaware
General Corporation Law, a director of the Company will not be liable to the Company
or its stockholders for monetary damages for breach
of fiduciary duty as a director (Proposal No. 2). |
Q: What
happens if additional matters are presented at the Special Meeting?
| A: | Other
than the two proposals described in this Proxy Statement, we are not aware of any other
business to be acted upon at the Special Meeting. If you grant a proxy, the person named
as proxy holder, K.W. (“K.D.”) Diepholz, Chairman and Chief Executive Officer,
will have the discretion to vote your shares on any additional matters properly presented
for a vote at the Special Meeting. |
Q: Who
will count the votes?
| A: | A
representative of Signature Stock Transfer, Inc., the transfer agent for the Company,
will be appointed at the Special Meeting to tabulate the votes and act as Inspector of
Elections. |
Q: Where
can I find the voting results of the Special Meeting?
| A: | We
will announce preliminary voting results at the Special Meeting and publish final results
in a Current Report on Form 8-K filed with the Securities and Exchange Commission within
four business days following the Special Meeting. |
Q: Who
will bear the cost of soliciting votes for the Special Meeting?
| A: | The
solicitation of proxies will be conducted primarily by mail and electronically over the
Internet, and the Company will bear all attendant costs. These costs will include the
expense of preparing and mailing proxy solicitation materials for the Special Meeting
and reimbursements paid to brokerage firms and others for their expenses incurred in
forwarding solicitation materials regarding the Special Meeting to beneficial owners
of our Common Stock. We may conduct further solicitation personally, telephonically,
through the Internet or by facsimile through our officers, directors and employees, none
of whom will receive additional compensation for assisting with the solicitation. We
may generate other expenses in connection with the solicitation of proxies for the Special
Meeting, which we will pay. |
Q: What
do I need for admission to the Special Meeting?
| A: | You
are entitled to attend the Special Meeting only if you are a stockholder of record or
a beneficial owner as of the Record Date, or you hold a valid proxy for the Special Meeting
from a stockholder of record. You should be prepared to present photo identification
for admittance. If you are the stockholder of record, your name will be verified against
the list of stockholders of record prior to your being admitted to the Special Meeting.
If you hold your shares in street name, you must provide proof of beneficial ownership
on the Record Date, such as a brokerage account statement showing that you owned the
Company stock as of the Record Date, a copy of the Voting Instruction Form provided by
your broker, bank or other nominee, or other similar evidence of ownership as of the
Record Date. If you do not provide photo identification or comply with the other procedures
outlined above upon request, you will not be admitted to the Special Meeting. |
PROPOSAL
NO. 1
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION /
CLASSIFICATION
OF DIRECTORS
Background
The
Certificate of Incorporation of the Company, as amended to date, currently provides for two classes of directors. Proposal No.
1 contemplates that the Certificate of Incorporation be amended to provide that the Board of Directors shall be divided into three
classes of directors – Class I Directors, Class II Directors and Class III Directors – with the Class III director
to be selected by the holder of the Series C Senior Convertible Preferred Stock of the Corporation.
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, executed a Securities Purchase Agreement (the “SPA”),
which contemplates the acquisition by Golden Post of the following securities, at such time as the Company’s Certificate
of Incorporation has been amended:
| 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); and |
| b) | A
Common Stock Purchase Warrant (the “Warrant”) for the purchase of 2,000,000
shares of the Company’s Common Stock, at an exercise price of $2.50 per share. |
The
transaction contemplated by the SPA, and the related acquisition of the shares of Series C Preferred, will close (and fund) at
such time as the Company’s Certificate of Incorporation is amended as contemplated by this Proposal No. 1 and Proposal No.
2 described below. The approval of the amendment contemplated by this Proposal No.
1 is a pre-condition to the closing of the transaction contemplated by the SPA.
Effect
of Amendment
The
effect of the amendment contemplated by Proposal No. 1 is that the Class III Directors shall be elected by the vote of the holders
of the issued and outstanding shares of Series C Preferred voting together as a single class. Upon its acquisition of shares of
the Series C Preferred, Golden Post will be entitled to designate a Class III Director. Each director, including a Class III Director,
shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s
earlier death, resignation or removal.
To
the extent that no shares of Series C Preferred are issued and outstanding, then the Class III directors shall be elected by the
vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class.
The
classified structure of the Board of Directors may have the effect of delaying, deferring or preventing a change in control of
the Company, even if the transaction could be determined to be beneficial to Company stockholders as a whole.
The
affirmative vote of a majority of the 15,295,663 shares of Common Stock outstanding is required for the approval of Proposal No.
1.
The
Certificate of Amendment of Certificate of Incorporation that reflects the amendment contemplated by Proposal No. 1 is attached
hereto as Appendix I.
The
Certificate of Amendment will become effective upon the filing thereof with the Secretary of State of the State of Delaware, which
is expected to occur as soon as is reasonably practicable following stockholder approval of this proposal.
Recommendation
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 1.
PROPOSAL
NO. 2
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION /
ELIMINATE
DIRECTOR LIABILITY FOR MONETARY DAMAGES
Background
As
noted above, the transaction contemplated by the SPA, and the related acquisition of the shares of Series C Preferred, will close
(and fund) at such time as the Company’s Certificate of Incorporation is amended as contemplated by Proposal No. 1 described
above, and this Proposal No. 2.
Section
102(b)(7) of the Delaware General Corporation Law provides that the certificate of incorporation of a Delaware corporation may
contain “A provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. . . .”
Accordingly,
Proposal No. 2 contemplates that the Certificate of Incorporation
of the Company be amended to provide that “To the fullest extent permitted by the
General Corporation Law, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.” The language of the proposed amendment goes on to provide for a high
voting threshold for such provision to be amended, effectively making more difficult an amendment of such provision.
Effect
of Amendment
Once
adopted, the amendment will serve as a protective mechanism for directors of the Company, and make it easier for the Company to
attract qualified individuals to serve on the Board of Directors.
The
approval of the amendment contemplated by this Proposal No. 2 is a pre-condition to the closing of the transaction contemplated
by the SPA. Upon its acquisition of shares of the Series C Preferred, Golden Post will be entitled to designate a Class III Director,
and Golden Post desires that its board designee have the protection afforded by the amendment.
The
affirmative vote of a majority of the 15,295,663 shares of Common Stock outstanding is required for the approval of Proposal No.
2.
The
Certificate of Amendment of Certificate of Incorporation that reflects the amendment contemplated by Proposal No. 2 is attached
hereto as Appendix I.
The
Certificate of Amendment will become effective upon the filing thereof with the Secretary of State of the State of Delaware, which
is expected to occur as soon as is reasonably practicable following stockholder approval of this proposal.
Recommendation
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.
QUORUM
AND VOTING REQUIREMENTS
Quorum
Requirement
A
majority of the votes of a voting group entitled to be cast at the Special Meeting on all matters constitutes a quorum of that
voting group. If you submit a properly completed proxy or if you appear at the Special Meeting to vote in person, your shares
will be considered part of the quorum. Directions to withhold authority to vote for any proposal, abstentions and broker non-votes
(described below) will be counted to determine if a quorum for the transaction of business is present. Once a quorum is present,
voting on specific proposals may proceed. If less than a quorum of our shares is represented at the Special Meeting, a majority
of the shares actually represented may adjourn the meeting without further notice for a period not to exceed 30 days at any one
adjournment. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might
have been transacted at the Special Meeting as originally notified. Once a share is represented for any purpose at the Special
Meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder
of the meeting and any adjournment thereof, unless a new record date is set for the adjourned meeting. The stockholders present
at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders
so that less than a quorum remains.
Record
Date and Voting Power
The
Company has fixed the close of business (5:00 p.m. Eastern Standard Time) on May 15, 2015 as the “Record Date” to
determine those shares eligible to vote at the Special Meeting. Only persons holding shares of the Company’s Common Stock
as of the Record Date are entitled to vote at the Special Meeting. As of May 15, 2015, there were 15,295,663 shares of Common
Stock outstanding, of which 13,212,330 shares of Common Stock are entitled to vote. As a point of information, the 2,083,333 shares
of Common Stock held by Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, are neither counted for purposes of
a quorum, nor entitled to vote.
Effect
of Abstentions and Broker Non-Votes
Because
the approval of a majority of shares present and entitled to vote is required to approve the adoption of the amendments to our
Certificate of Incorporation, abstentions have the same effect as a vote against these proposals.
If
you hold shares through a broker or other nominee, your broker or nominee is permitted to exercise voting discretion only with
respect to certain, routine matters. Broker non-votes are shares held by brokers or other nominees that do not have discretionary
voting authority with respect to a matter and have not received specific voting instructions from the beneficial owner. Broker
non-votes will be counted for purposes of establishing a quorum but will otherwise have no effect on the outcome of the vote on
any of the matters presented for your vote, except as described above.
How
You Can Vote
You
can vote your shares using one of the following methods:
| • | Vote
through the Internet at www.proxyvote.com using the instructions included in the proxy
card or voting instruction card; |
| • | Vote
by telephone using the instructions on the proxy card or voting instruction card if you
received a paper copy of the proxy materials; |
| • | Complete
and return a written proxy or voting instruction card using the proxy card or voting
instruction card if you received a paper copy of the proxy materials; or |
| • | Attend
and vote in person at the meeting. If your shares are held in street or account name
by a broker and you intend to vote in person at the meeting, you will need a copy of
your account statement and verification from your broker that you were the beneficial
owner of the shares in the account as of the Record Date. |
Internet
and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a proxy or voting
instruction card. Unless you are planning to vote in person at the Special Meeting, your vote must be received by 11:59 p.m. Eastern
Standard Time, on June 25, 2015.
Even
if you submit your vote by one of the first three methods mentioned above, you may still vote at the meeting if you are the record
holder of your shares or hold a legal proxy from the record holder. Your vote at the Special Meeting will constitute a revocation
of your earlier proxy or voting instructions.
You
May Revoke or Change Your Vote
You
may revoke a proxy at any time prior to its exercise by filing with the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date. A stockholder who votes in person at the Special Meeting in a manner inconsistent with a
proxy previously filed on the stockholder’s behalf will be deemed to have revoked such proxy as it relates to the matter
voted upon in person. Attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial stock ownership as of May 13, 2015 of (i) all persons known
to us to be beneficial owners of more than 5% of the Company’s outstanding Common Stock; (ii) each director of the Company
and our executive officers, and (iii) all of our officers and directors as a group. Each of the persons in the table below has
sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by such persons, except as otherwise
indicated.
Name
of Beneficial Owner(1) |
Number
of Shares
Beneficially
Owned |
Percent
of
Outstanding
Shares |
K.W.
(“K.D.”) Diepholz
Chairman,
CEO
|
1,925,100(2) |
12.58% |
Mineras
de DynaResource,
SA
de CV.
(100%
owned subsidiary of the Company)
|
2,083,333(3) |
13.62% |
Dr.
Jose Vargas Lugo
President
of Mexican Operations,
Director
|
274,508 |
1.80% |
Pedro
Ignacio Teran Cruz
Executive
Vice President, Director of Exploration and Resource Development, Director
|
37,500 |
0.245% |
David
Hall, Executive V.P,
CFO,
Director
|
175,000 |
1.14% |
Bradford
J. Saulter
VP.,
Investor Relations
|
124,439 |
0.81% |
Officers
and directors as a group
(6
persons) |
4,619,880
|
30.20%
|
(1) |
The
address for each such beneficial owner is 222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039. |
(2) |
Includes
150,000 shares of Common Stock held by Dynacap Group Ltd., a Texas limited liability company, for which Mr. Diepholz serves
as the sole manager; accordingly, Mr. Diepholz is the beneficial owner of such shares. Mr. Diepholz disclaims all
but 2.5% beneficial ownership in the shares held by Dynacap Group Ltd. |
(3) |
The
shares of Common Stock held by Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, are neither counted for
purposes of a quorum, nor entitled to vote. |
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1939, under which we file annual,
quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we have
filed with the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public
on the SEC’s website at http://www.sec.gov.
You
may request a copy of any of our filings with the SEC at no cost, by contacting us at the following address or phone number:
DynaResource,
Inc.
The
Urban Towers of Las Colinas
222
W. Las Colinas Blvd. / Suite 744 East Tower
Las
Colinas / Irving, TX 75039
Attention:
K.W. (“K.D.”) Diepholz
Chairman
and Chief Executive Officer
(972)
868-9066
APPENDIX
I
CERTIFICATE
OF AMENDMENT
OF
DYNARESOURCE,
INC.
DynaResource,
Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law,
DOES
HEREBY CERTIFY:
FIRST: That
at a meeting of the Board of Directors of DynaResource, Inc. (the “Corporation”), resolutions were duly adopted setting
forth proposed amendments to the Certificate of Incorporation of the Corporation (as amended to date), declaring said amendments
to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting
forth the amendments are as follows:
RESOLVED,
that Article V of the Certificate of Incorporation of the Corporation (as amended to date) be amended and restated to read in
its entirety as follows:
The
Board of Directors shall be divided into three classes of directors, Class I Directors, Class II Directors and Class III Directors,
all of whom shall be eligible for election at each annual meeting of the stockholders. The Board of Directors shall have the right
to fix the number of directors from time to time; provided that the number of Class I Directors shall at all times comprise a
majority of the directors and there shall always be at least one Class III Director. The Class I Directors shall be elected by
the vote of the holders of the issued and outstanding shares of Series A Preferred Stock voting together as a single class (and
to the extent that no shares of Series A Preferred Stock are issued and outstanding, then the Class I directors shall be elected
by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class), the Class
II Directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together
as a single class, and the Class III Directors shall be elected by the vote of the holders of the issued and outstanding shares
of Series C Preferred Stock voting together as a single class (and to the extent that no shares of Series C Preferred Stock are
issued and outstanding, then the Class III directors shall be elected by the vote of the holders of the issued and outstanding
shares of Common Stock voting together as a single class).
RESOLVED,
that a new Article XII be added to the Certificate of Incorporation of the Corporation (as amended to date) to read in its entirety
as follows:
To
the fullest extent permitted by the General Corporation Law, a director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding
sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liabilities
of a director, then the liability of a director of the Corporation will be eliminated or limited to the fullest extent permitted
by the General Corporation Law, as so amended. This Article XII may only be amended with the vote of 95% of the outstanding equity
of the Corporation, voting on a fully-diluted and as-converted to Common Stock basis.
SECOND: That
thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly
called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in favor of the amendments.
THIRD: That
the amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN
WITNESS WHEREOF, DynaResource, Inc. has caused this certificate to be signed by its Chairman and CEO, this ___ day of June,
2015.
|
DYNARESOURCE, INC. |
|
|
|
|
|
By: K.W. (“K.D.”) Diepholz |
|
|
Chairman & CEO |
|
|
|
|
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting –
The
Notice and Proxy Statement and Annual Report are available at:
www.proxyvote.com.
DYNARESOURCE,
INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR
A SPECIAL MEETING OF STOCKHOLDERS
THE
UNDERSIGNED, revoking all previous proxies, hereby appoints K.W. (“K.D.”) Diepholz as attorney, agent and proxy with
power of substitution, and with all powers the undersigned would possess if personally present to vote all shares of Common Stock
of DynaResource, Inc. (the “Company”) which the undersigned is entitled to vote at the Special Meeting of Stockholders
of the Company, to be held on Friday, June 26, 2015, at 3:00 PM Central Standard Time at the Company’s offices located at
222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039, and at all adjournments thereof.
(Continued
and to be Signed on the Reverse Side)
|
DynaResource,
Inc.
222
W. Las Colinas Blvd.
Suite
744 East Tower
Irving,
Texas 75039
Attn:
K.W. (“K.D.”) Diepholz |
VOTE
BY INTERNET – www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m.
Central Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web
site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via email or the Internet. To sign up for electronic
delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree
to receive or access proxy materials electronically in future years.
VOTE
BY PHONE – 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Central Time the day before
the voting deadline or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. |
KEEP
THIS PORTION FOR YOUR RECORDS
DETACH
AND RETURN LOWER PORTION ONLY
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK, AS FOLLOWS:
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the following Proposals: |
For |
Against |
Abstain |
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1. Amend the Certificate of Incorporation to provide that the Board of Directors will be divided into three classes of directors – Class I Directors, Class II Directors and Class III Directors – with the Class III director to be selected by the holder of the Series C Senior Convertible Preferred Stock of the Corporation. |
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2. Amend the Certificate of Incorporation to provide that to the fullest extent permitted by the Delaware General Corporation Law, a director of the Company will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. |
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☐ |
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3. In their discretion, the proxy is authorized to vote upon such other business as may properly come before the meeting. |
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NOTE:
The shares represented by this proxy will be voted in accordance with the instructions given. If no such instructions are given,
the shares represented by this proxy will be voted in favor of: (1) Amending the Certificate of Incorporation to provide that
the Board of Directors will be divided into three classes of directors; (2) Amending the Certificate of Incorporation to provide
that a director of the Company will not be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty; and (3) such other business as may properly come
before the meeting.
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign
in full corporate or partnership name by authorized officer.
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Signature (please
sign within box) |
Date |
Signature
(Joint Owners) |
Date |
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