SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 1, 2026, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”), and DALE PETRINI, an individual (“Purchaser”).

RECITALS

A.

The Company intends to issue and sell up to 6,666,666 units, each unit consisting of one share of its common stock, par value $0.01 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $0.51 per share in a private offering with certain existing stockholders of the Company on the terms set forth below (the “Offering”).

B.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 1, 2026, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”), and GOLDEN POST RAIL, LLC, a Texas limited liability company (“Purchaser”).

RECITALS

A.

The Company intends to issue and sell up to 6,666,666 units, each unit consisting of one share of its common stock, par value $0.01 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $0.51 per share in a private offering with certain existing stockholders of the Company on the terms set forth below (the “Offering”).

B.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 1, 2026, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”), and GARETH NICHOL, an individual (“Purchaser”).

RECITALS

A.

The Company intends to issue and sell up to 6,666,666 units, each unit consisting of one share of its common stock, par value $0.01 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $0.51 per share in a private offering with certain existing stockholders of the Company on the terms set forth below (the “Offering”).

B.

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VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), is dated as of September 1, 2026 (the “Effective Date”), and is by and between DynaResource, Inc., a Delaware corporation (the “Company”), and the stockholder identified on the signature page hereto (the “Stockholder”). The Company and the Stockholder may also be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

Recitals

A.As of the date hereof, the Stockholder owns of record and/or beneficially the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and preferred stock, par value $0.0001 per share (the “Preferred Stock”), as set forth on the signature page hereto (together with any other shares of Common Stock and/or Preferred Stock hereafter acquired by the Stockholder prior to the termination of this Agreement) (collectively, the “Shares”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 1, 2026, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”), and DOUG METCALF, an individual (“Purchaser”).

RECITALS

A.

The Company intends to issue and sell up to 6,666,666 units, each unit consisting of one share of its common stock, par value $0.01 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $0.51 per share in a private offering with certain existing stockholders of the Company on the terms set forth below (the “Offering”).

B.

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WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Warrant Certificate No.: 6

Original Issue Date: September 1, 2026

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WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Warrant Certificate No.: 2

Original Issue Date: September 1, 2026

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WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Warrant Certificate No.: 4

Original Issue Date: September 1, 2026

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Form of FIRST AMENDMENT

To

DEVELOPMENT AND LICENSE AGREEMENT

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**This FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT **(“First Amendment”) is entered and made effective as the date of last signature (the “First Amendment Effective Date”), by and between:

	(a)	Northstrive Biosciences Inc., f/k/a Elevai Biosciences, Inc. (a subsidiary of PMGC Holdings, Inc. f/k/a Elevai Labs, Inc.), with an office at [***] (“NorthStrive”); and

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PLACEMENT AGENCY AGREEMENT

August 31, 2026

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,999,998 of unregistered securities of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), Series M Pre-Funded Common Stock purchase warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), Series N-1 Common Stock purchase warrants to purchase shares of Common Stock (the “N-1 Warrants”) and Series N-2 Common Stock purchase warrants to purchase shares of Common Stock (the “N-2 Warrants”, and together with the Pre-Funded Warrants and N-1 Warrants, the “Warrants”, and collectively with the Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through

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Exhibit 10.1

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2026, between Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2026, between Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

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