This Amendment No. 1 to Schedule 13D (this Amendment) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of DynaResource, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by Golden Post Rail, LLC, a Texas limited liability company (Golden Post), and Matthew K. Rose, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all
previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 1. Security and the Issuer
Item 1 is hereby amended and restated in its entirety as follows:
This statement on Schedule 13D (this Schedule 13D) relates to shares of common stock, par value $0.01 per share (the
Common Stock), of DynaResource, Inc., a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 222 W. Las Colinas Boulevard, Suite 1910 North Tower, Irving, Texas 75039.
Item 2. Identity and Background
Item 2(c) is hereby amended and restated in its entirety as follows:
(c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities and other financial instruments
for investment purposes. Mr. Rose is the Manager, President, Secretary and Treasurer of Golden Post. Mr. Rose is also a member of the board of directors of each of AT&T Inc. and Fluor Corporation. Each of the Reporting Persons may also
serve as general partner, managing member, director or executive officer of certain other entities engaged in purchasing, holding and selling of securities and other financial instruments for investment purposes.
Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended and supplemented as follows:
As a result of various dilutive issuances by the Issuer, the Issuer advised the Reporting Persons that each of the conversion price of
the Series C Preferred Stock and the exercise price of the Warrant has decreased to $2.41 per share, as of May 13, 2020, and the number of shares of Common Stock issuable upon (i) the conversion of the Series C Preferred Stock increased by
an aggregate of 67,423 shares of Common Stock, and (ii) the exercise of the Warrant increased by an aggregate of 84,279 shares of Common Stock. Further, the aggregate number of shares of Common Stock underlying the Series C Preferred Stock also
may include additional shares of Common Stock that may be issuable upon any conversion of Series C Preferred Stock as a result of accrued and unpaid dividends as of the applicable conversion date. Such increases in the number of shares of Common
Stock underlying the Series C Preferred Stock and the Warrant resulted from anti-dilution adjustments pursuant to the terms thereof, and no additional consideration was paid by any of the Reporting Persons in connection therewith. To the extent that
any proposed exercise of the Warrant, in whole or in part, would result in the Reporting Persons beneficially owning more than 9.9% of the Common Stock of the Issuer, the Warrant will not be exercisable at the option of the Reporting Persons to such
extent.
The foregoing descriptions of the Series C Preferred Stock and the Warrant, and the anti-dilution adjustments thereto do not
purport to be complete and are qualified in their entirety by reference to the Certificate of Designations and the Warrant attached as Exhibit 99.8 and Exhibit 99.9, respectively, hereto and incorporated by reference herein.
On May 13, 2020, one business day prior to the May 14, 2020 Note Purchase Agreement (the NPA), among the Issuer, Golden
Post, and the other parties listed on Exhibit A thereto (the Remaining Purchasers), the Issuer issued to Golden Post the following: (i) an additional warrant representing the right to purchase 2,306 shares of Common Stock, at an
exercise price of $2.41 per share, and maturing on the 7-year anniversary of the date of issuance (the Compensatory Warrant); and (ii) an additional 1,771 shares of Series C Preferred Stock.
These issuances were occasioned by the Issuers obligations under the Purchase Agreement, pursuant to which the Warrants and Series C