DYNARESOURCE, INC.:
"NOTICE OF MATERIAL TRANSACTION"
JULY 15, 2007:
DynaResource, Inc. sets forth the following Notice of Material Transaction, (The "Stock Purchase and EARN IN" Agreement ("EARN IN"), DATED September 1, 2006; Between: DynaResource, Inc. ("DynaResource") and DynaResource de Mexico SA. de CV. ("DynaMexico"), ("Seller"); and Goldgroup Resources, Inc., of Vancouver, British Columbia ("Goldgroup"), ("Buyer"), and Together, ("the Parties").
The EARN IN provides for the sale of up to Fifty per cent (50 %) of the Total Outstanding Shares of DynaMexico, the wholly owned subsidiary of DynaResource, and the Owner of the San Jose de Gracia District in Northern Sinaloa Mexico ("SJG"); In Exchange for the Total Cash Contributions from Goldgroup to DynaMexico, and Expenditures through DynaMexico related to the Exploration and Development of the SJG, in the amount of Eighteen Million Dollars USD. ($ 18,000,000.); Contributed and Expended in Four (4) Phases, as set forth below:
PHASE 1: Completion Date - June 15, 2007; Capital Expended -$ 1,000,000. USD.; Interest Earned - 0% (total of 0% of DynaMexico Shares); PHASE 2: Completion Date - March 15, 2008; Capital Expended - $ 2,000,000. USD.; Interest Earned - 15% (Total Capital Expended of $ 3 M. USD, Total Earned of 15% of DynaMexico Shares); PHASE 3: Completion Date - September 15, 2009; Capital Expended - $3,000,000. USD.; Interest Earned - 10% (Total Capital Expended of $ 6 M. USD., Total Earned of 25% of DynaMexico Shares); PHASE 4: Completion Date - March 15, 2011; Capital Expended - $ 12,000,000. USD.; Interest Earned - 25% (Total Capital Expended of $ 18 M. USD., Total Interest Earned of 50% of DynaMexico Shares).
Pursuant to the Earn In Agreement:
1. DynaResource attached the "SJG Title Opinion", compiled by Urias Romero y Asociados, Abraham Urias, Mazatlan, Sinaloa, with attachments and schedules; describing the status and position of DynaMexico and it's Affiliates in Mexico, and confirming the Ownership and Status of the Mining Concessions comprising the SJG District in Sinaloa, Mexico;
2. DynaResource attached its Audited, Consolidated Financial Statement at December 31, 2005;
3. The Parties agree to a Revised Setting of the Board of Directors of DynaMexico, to: a. Two (2) Members of DynaResource; K.D. Diepholz, Chairman / CEO of DynaResource, as President; and, Charles E. Smith; CFO of DynaResource; and, b. One (1) Member of Goldgroup; Keith Piggott, CEO of Goldgroup;
4. A Management Committee is formed to approve Budgets and Expenditures pursuant to the Earn In. The setting of the Management Committee is: a. Two (2) Members of Goldgroup; Keith Piggott, CEO of Goldgroup as Chairman; and, John Sutherland, CFO of Goldgroup; and, b. One (1) Member of DynaResource; K.D. Diepholz, Chairman / CEO of DynaResource; (Members of the Management Committee may be changed as subsequently agreed);
5. The Parties agree to cooperate to develop the SJG Property, in the best interests of the Project;
Pursuant to the Earn In, and the Schedule of Phase 1, The Parties plan a Drilling Program at SJG of approx. 3,500 Meters, commencing at January 2007, together with Sampling, Mapping, and Data Consolidation into a Modeling program.
Following the completion of Phase 1, the Parties plan a Phase 2 Drilling Program of approx. 100 Drill Holes, commencing at approximately September 15, 2007.
For further Information, Please Contact DynaResource at its Irving, Texas Offices.
DYNARESOURCE, INC.
By: K.D. DIEPHOLZ; CHAIRMAN / CEO
(972) 868-9066