Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 26, 2024, DynaResource, Inc. (the "Company") entered into a Stock Purchase Agreement (the "SPA") with Golden Post Rail, LLC ("Golden Post"). The SPA is the definitive agreement contemplated by the Memorandum of Understanding (the "MOU") dated June 3, 2024 (as disclosed in the Company's Form 8-K filed with the Securities Exchange Commission on June 7, 2024) with Ocean Partners Holdings Limited ("Ocean Partners") to memorialize Golden Post's intent to purchase shares of stock from the Company for a purchase price of $2,500,000 in a private placement transaction.

Pursuant to the SPA, as discussed below, the Company has adopted a Certificate of Designations creating the Series E Convertible Preferred Stock (the "Series E Preferred Stock") that is junior to the Company's outstanding Series C and Series D Preferred Stock and pari passuwith the Company's Common Stock. On June 27, 2024, the Company issued 1,552,795 shares of Series E Preferred Stock to Golden Post in exchange for a payment of $2,500,000, at a price of $1.61 per share as contemplated by the MOU and the SPA.

As contemplated by the MOU, at closing of the SPA, Golden Post waived certain preemptive and antidilution rights that would otherwise have been triggered by stock issuances contemplated by the MOU and employment-related transactions undertaken contemporaneously with the MOU.

The foregoing summary is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 10.1and incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA and as of specific dates, were solely for the benefit of the parties to the SPA, and may be subject to limitations agreed upon by the contracting parties.