SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

DGSE COMPANIES, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

395304 10 8

(CUSIP Number)

Carl D. Gum, III

General Counsel

NTR Metals, LLC

10720 Composite Drive

Dallas, TX 75220

(469) 522-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 10, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

This Amendment No. 2 to the statement on Schedule 13D amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission on June 1, 2010, which relates to the common stock, $.01 par value per share (the “Common Shares”), of DGSE Companies, Inc., a Nevada corporation (the “Issuer”) as amended by Amendment No. 1 to the Statement on Schedule 13D filed on April 18, 2011. The principal executive offices of the Issuer are located at 11311 Reeder Road, Dallas, Texas 75229. Except as specifically amended by this Schedule 13D/A and the Schedule 13D/A filed on April 18, 2011, the original Schedule 13D remains in full force and effect.

The second paragraph of Item 2 is amended and restated in its entirety to read as follows:

The Reporting Person has executed an NTR Irrevocable Proxy To Vote Shares In DGSE Companies, Inc., dated May 25, 2010 (the “NTR Irrevocable Proxy”), in favor of Dr. L.S. Smith (“Dr. Smith”), as more fully described in Item 6 below, and the group formed by the Reporting Person and Dr. Smith beneficially owns in the aggregate 6,048,938 Common Shares, which represents 60.6% of the Common Shares. However, the Reporting Person disclaims any beneficial ownership in any securities that may be beneficially owned by Dr. Smith. In addition, Dr. Smith has executed an Agreement To Execute Smith Irrevocable Proxy in favor of the Reporting Person, as more fully described in Item 6 below.

No material change.

Item 4 is hereby amended and restated in its entirety to read as follows:

The Reporting Person made an initial investment in the Common Shares on May 25, 2010 (the “Initial Investment”) for the purpose of making a significant investment in the Issuer. In connection with the Initial Investment, the Reporting Person entered into (a) the NTR Irrevocable Proxy, as more fully described in Item 6 below, pursuant to which the Reporting Person granted an irrevocable proxy to Dr. Smith to vote all of its Common Shares until May 25, 2014 unless earlier terminated, and (b) the Lock-Up Agreement, as more fully described in Item 6 below, pursuant to which the Reporting Person agreed, subject to certain limited exceptions, not to sell or transfer the Common Shares until May 25, 2011. As a result, the Reporting Person will generally be unable to vote its Common Shares until May 25, 2014 or until the Reporting Person fully exercises the Option Contract (as defined) described below. These arrangements were consistent with the Reporting Person’s initial purpose to hold all of its Common Shares as an investment.

In connection with the closing of the transactions contemplated by the Closing Agreement, the Reporting Person entered into an Option Contract, dated as of May 25, 2010 (the “Option Contract”), by and between the Reporting Person and Dr. Smith, as more fully described in Item 6. Pursuant to the Option Contract, the Reporting Person obtained an option from Dr. Smith to purchase 1,000,000 Common Shares owned by Dr. Smith exercisable until May 25, 2014 as provided therein. On June 10, 2011, Dr. Smith and the Reporting Person entered into an option exercise agreement (the “Exercise Agreement”), which amended the terms of the Option Contract from June 10, 2011 to July 15, 2011 (the “Modified Exercise Period”) to allow the Reporting Person to exercise the Option Contract in increments of 100,000 shares. In connection with entering into the Exercise Agreement, the parties to the Exercise Agreement entered into an escrow agreement with K & L Gates LLP, as escrow agent, pursuant to which Dr. Smith will deposit the option shares and the Reporting Person will deposit any funds necessary to satisfy the exercise price with respect to any exercised options. After the termination of the Exercise Agreement, the Reporting Person will be subject to the terms of the original Option Contract, which only permitted the Reporting Person to exercise the option in its entirety. The number of shares subject to the Option Contract, however, will be reduced by the number of options exercised during the Modified Exercise Period. Following the Modified Exercise Period, Dr. Smith will cancel the Option Contract and deliver to the Reporting Person an amended Option Contract providing the Reporting Person the option to purchase the reduced number of Common Shares upon the same terms (except for the revised number of shares) as the Option Contract. The exercise price of the option from Dr. Smith is just below the current market price of the Common Shares. The Reporting Person has notified DGSE’s Chairman of its intention, subject to negotiation of final terms, to exercise its option. The exercise of the option, combined with the Smith Irrevocable Proxy Agreement described below, would result in the Reporting Person obtaining effective voting control of the Issuer. Also, Dr. Smith executed an Agreement To

Execute Smith Irrevocable Proxy (the “Smith Irrevocable Proxy Agreement”), dated as of May 25, 2010, in favor of the Reporting Person, as more fully described in Item 6 below. Pursuant to the Smith Irrevocable Proxy Agreement, Dr. Smith (or his legal guardian, executor, representative or heirs, as appropriate) will execute an irrevocable proxy in favor of the Reporting Person to vote his Common Shares with respect to any matter regarding the Issuer on which Dr. Smith is entitled to vote upon (a) the Reporting Person’s full exercise of the Option Contract or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition. If and when executed, the term of this proxy will be for the remainder of the four (4) year period commencing on the Effective Date of the Closing Agreement.

Following the Initial Investment, the Reporting Person has purchased, and may continue to purchase, Common Shares in the open market at market prices for the purpose of making additional investments in the Issuer. The Reporting Person intends to continuously review its investment in the Issuer, including its rights under the Option Contract and possible additional acquisitions of Common Shares, and may in the future change its present course of action.

The Reporting Person, from time to time, engages in commercial transactions with the Issuer in the regular course of business. Following the completion of the transactions described herein, the Reporting Person expects to continue to engage in such commercial transactions. The Reporting Person and the Issuer may also engage in more significant transactions that may not be in either party’s regular course of business.

Except as noted above, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of securities of the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) See rows 11 and 13 of the cover page for the Reporting Person above. Item 2 above and the description of the arrangements set forth in Item 6 are incorporated herein by reference.

(b) See rows 7 through 10 of the cover page for the Reporting Person above. Item 2 above and the description of the arrangements set forth in Item 6 are incorporated herein by reference.

(c) On May 27, 2011, the Reporting Person acquired 125,000 Common Shares of the Issuer in the open market at a price of $4.09 per share.

(d) Not applicable.

(e) Not applicable.

Item 6 is amended and restated in its entirety to read as follows:

Pursuant to the Partial Assignment Agreement, the Reporting Person was assigned the Issuer’s right to purchase 3,000,000 Common Shares for $3,600,000 under the Purchase and Sale Agreement, dated as of January 27, 2010, by and between the Issuer and Ralph S. Janvey, in his capacity as the court-appointed Receiver for Stanford International Bank, Ltd., as amended on March 24, 2010.

The Closing Agreement sets forth certain representations and warranties, agreements and closing conditions relating to the Reporting Person’s purchase of the Common Shares pursuant to the Partial Assignment Agreement.

Pursuant to the NTR Irrevocable Proxy, the Reporting Person appointed Dr. Smith as its irrevocable proxy to vote its Common Shares with respect to any matter regarding the Issuer on which the Reporting Person may be entitled to vote. The proxy expires on May 25, 2014 unless earlier terminated as a result of (a) the Reporting Person’s full exercise of its option to purchase Common Shares set forth in the Option Contract or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

The Lock-Up Agreement was entered into as of May 25, 2010 between the Issuer and the Reporting Person. Under the Lock-Up Agreement, the Reporting Person agreed subject to certain limited exceptions, not to sell or transfer its Common Shares until May 25, 2011.

Pursuant to the Option Contract, Dr. Smith granted the Reporting Person an option to purchase 1,000,000 Common Shares owned by Dr. Smith. During the first two years after the execution of the Option Contract, the exercise price will be $6.00 per share and the release of Dr. Smith’s guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. During the third and fourth years after the execution of the Option Contract, the exercise price will be $10.00 per share and the release of Dr. Smith’s guaranty of the Issuer’s $1,500,000 line of credit with Texas Capital Bank, N.A. The option expires on the fourth anniversary of the execution of the Option Contract if the option is not exercised by such date.

Pursuant to the Smith Irrevocable Proxy Agreement, Dr. Smith (or his legal guardian, executor, representative or heirs, as appropriate) agrees to appoint the Reporting Person as Dr. Smith’s irrevocable proxy to vote his Common Shares with respect to any matter regarding the Issuer on which Dr. Smith may be entitled to vote upon (a) the Reporting Person’s exercise of the option specified above or (b) Dr. Smith’s death or the appointment of a legal guardian for Dr. Smith due to incapacity by reason of physical or mental condition. If and when executed, the term of this proxy will be for the remainder of the four (4) year period commencing on the Effective Date of the Closing Agreement.

Pursuant to the Exercise Agreement, notwithstanding the terms of the Option Contract, the Reporting Person may exercise the Option Contract in increments of 100,000 shares during the Modified Exercise Period ending July 15, 2011. Upon the expiration of the Modified Exercise Period, the number of shares subject to the Option Contract will be reduced by the number of options exercised during such period.

Pursuant to the Escrow Agreement, K&L Gates LLP will serve as escrow agent. Dr. L.S. Smith will deposit the option shares under the Option Contract in escrow during the Modified Exercise Period and the Reporting Person will deposit any funds necessary to satisfy the exercise price with respect to any exercised options under the Option Contract, as amended by the Exercise Agreement.

The Partial Assignment Agreement, the Closing Agreement, the NTR Irrevocable Proxy, the Lock-Up Agreement, the Option Contract, the Smith Irrevocable Proxy Agreement, the Exercise Agreement and the Escrow Agreement are incorporated herein by reference and are exhibits to this Statement. Any descriptions in this Statement of the Partial Assignment Agreement, the Closing Agreement, the NTR Irrevocable Proxy, the Lock-Up Agreement, the Option Contract, the Smith Irrevocable Proxy Agreement, the Exercise Agreement and the Escrow Agreement are qualified in their entirety by reference to the actual text of such documents.

Item 7 is amended and restated in its entirety to read as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2011

EXHIBIT INDEX

Exhibit 99.7

OPTION EXERCISE AGREEMENT

This OPTION EXERCISE AGREEMENT (this “Agreement”) is dated as of June 10, 2011, by and between DR. L.S. SMITH (the “Seller”) and NTR METALS, LLC, a Texas limited liability company (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller and Purchaser (each, a “Party” and together, the “Parties”) have previously entered into that certain Option Contract (the “Option Contract”), dated as of May 25, 2010, by and between Purchaser and Seller, pursuant to which Purchaser has the option (the “Option”) to purchase from Seller 1,000,000 shares of the common stock, par value $0.01 per share (the “Option Shares”) of DGSE Companies, Inc., a Nevada corporation (the “Company”); and

WHEREAS, Purchaser wishes to exercise its Option to purchase the Option Shares; and

WHEREAS, simultaneously with the execution hereof, the Parties have entered into that certain Escrow Agreement, dated June 10, 2011, by and among K&L Gates LLP (the “Escrow Agent”), Purchaser and Seller (the “Escrow Agreement”), pursuant to which Seller shall deposit the Option Shares into escrow; and

WHEREAS, the Seller wishes to accommodate the Purchaser’s request to distribute the Option Shares from escrow in increments of no less than 100,000 shares (an “Option Share Increment”) upon Purchaser’s deposit into escrow of funds equal to the exercise price of $6.00 per share, or $600,000 per Option Share Increment, multiplied by the number of Option Share Increments that Purchaser desires to purchase (the “Aggregate Exercise Price”); and

WHEREAS, Purchaser wishes to grant Seller a proxy to vote the shares underlying each Option Share Increment actually distributed to Purchaser (the “Proxy”) until such time as Purchaser has (i) purchased all 1,000,000 Option Shares and (ii) complied with all other terms of the Option Contract; and

WHEREAS, the Parties intend for this Agreement to be read in conjunction with the Option Contract, and, with the exception of Sections 2, 3 and 5 hereof (which sections shall terminate, along with this Agreement, on the Termination Date), nothing herein should be read to modify or supersede the Option Contract; provided, that following the Termination Date, the Stock Option Shares (as defined in the Option Contract) shall equal the Balance as of the Termination Date.

NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, hereby agree as follows:

1. Right to Exercise. Purchaser shall have the right to exercise the Option and purchase the Option Shares from the date hereof until July 15, 2011 (the “Termination Date”). From and after the Termination Date, Purchaser shall only have the right to purchase the Option Shares pursuant to the terms of the Option Contract, and not this Agreement. Except for the provisions of this Section 1, this Agreement grants Purchaser no other rights, express or implied, with respect to the subject matter hereof.

2. Incremental Exercise. Purchaser must purchase the Option Shares only in whole, not partial, Option Share Increments. Purchaser may purchase Option Share Increments from time-to-time in its discretion until the Termination Date (each such purchase, a “Closing”); provided, however, that Purchaser shall purchase a minimum of one (1) Option Share Increment per Closing, and provided further, that Purchaser may purchase as many Option Share Increments per Closing as are then remaining in escrow (the “Balance”).

3. Exercise Price. From the date hereof until the Termination Date, the per share exercise price for the Option Shares shall be six dollars ($6.00) per share. Thereafter, the per share exercise price shall be as set forth in the Option Contract.

4. Method of Exercise. In order to purchase an Option Share Increment, Purchaser must:

5. Grant of Proxy. Each Proxy shall be in the form attached hereto as Exhibit B, shall be irrevocable and shall be coupled with an interest, and shall remain in effect up to a maximum period of four (4) years from the date of disbursement of the Option Share Increment subject to such Proxy; provided, however, that the Proxy will terminate upon the earlier of (i) (x) Purchaser’s purchase of all of the Option Shares AND (y) the release of Dr. Smith as guarantor of the Company’s $1,500,000 line of credit with Texas Capital Bank, N.A., (ii) the death of Dr. Smith, or (iii) the appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

6. Expiration. This Agreement shall terminate of the earlier of (i) the distribution of all of the Option Shares from escrow or (ii) the Termination Date. Upon the termination of this Agreement in accordance with this Section 6, the agreement of the Parties with respect to the subject matter hereof shall be governed only by the Option Contract. With the exception of Sections 2, 3 and 5 hereof (which sections shall terminate, along with this Agreement, on the Termination Date), nothing herein should be read to modify or supersede the Option Contract; provided, that following the Termination Date, the Stock Option Shares (as defined in the Option Contract) shall equal the Balance as of the Termination Date.

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7. Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign any of its rights hereunder without the prior written consent of the other Party. No assignment shall relieve the assigning Party of any of its obligations hereunder.

9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

11. Entire Agreement. This Agreement, together with the Escrow Agreement and Option Contract, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Upon the termination this Agreement in accordance with Section 6, the agreement of the Parties with respect to the subject matter hereof shall be governed only by the Option Contract. With the exception of Sections 2, 3 and 5 hereof (which sections shall terminate, along with this Agreement, on the Termination Date), nothing herein should be read to modify or supersede the Option Contract; provided, that following the Termination Date, the Stock Option Shares (as defined in the Option Contract) shall equal the Balance as of the Termination Date.

12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally-recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below.

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13. Duty to Cooperate. Each Party to this Agreement agrees to perform any further acts, and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.

14. Severability. If any term or provision of this Agreement is deemed invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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16. Attorneys’ Fees. The parties agree that the attorneys’ fees provision of Section 15 of the Option Contract shall apply to this Agreement.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Dated June 10, 2011

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EXHIBIT A

NOTICE OF INTENT TO PURCHASE

K&L Gates LLP

1717 Main Street, Suite 2800

Dallas, Texas 75201

Attention: I. Bobby Majumder, Esq.

Dear Mr. Majumder:

Please be advised that pursuant to the Option Exercise Agreement, dated as of June 10 2011, by and between NTR Metals, LLC, a Texas limited liability company (the “Company”), and Dr. L.S. Smith, the Company hereby requests the disbursement of              shares of the common stock of DGSE Companies, Inc. from escrow upon your receipt of our payment of the Aggregate Exercise Price.

All capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Option Exercise Agreement.

Dated this      day of             , 2011

EXHIBIT B

IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

                 , 2011

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the      day of             , 2011 (the “Effective Date”), by and between NTR METALS, LLC, a Texas limited liability company (“NTR”) and DR. L.S. SMITH, an individual (“Dr. Smith”).

WHEREAS, NTR has acquired              shares of the common stock, par value $0.01 per share (the “Shares”), of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), from an escrow account established under the terms of that certain Escrow Agreement, dated June 10, 2011 (the “Escrow Agreement”), by and among NTR, Dr. Smith and K&L Gates LLP; and

WHEREAS, as a condition to acquiring the Shares, NTR is required to grant Dr. Smith its proxy to vote the Shares until such time as NTR has purchased 1,000,000 Shares.

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) NTR hereby nominates and appoints Dr. Smith as the attorney or proxy to represent NTR and vote the percentage interest in DGSE represented by the Shares and any other votes or voting rights to which it may be entitled by virtue of NTR’s ownership of the Shares, with respect to any matter regarding DGSE on which NTR may be entitled to vote.

(2) This Proxy is given voluntarily and without any solicitations by any agent of DGSE. This Proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as NTR owns the Shares, up to a maximum period of four (4) years from the Effective Date; provided, however, that this proxy will terminate upon the earlier of (i) (x) NTR’s purchase of an aggregate of 1,000,000 Shares, and (y) the release of Dr. Smith as guarantor for DGSE’s $1,500,000 line of credit with Texas Capital Bank, N.A., (ii) the death of Dr. Smith, or (iii) the appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.

Exhibit 99.8

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) is dated as of June 10, 2011, by and among DR. L.S. SMITH (the “Seller”), NTR METALS, LLC, a Texas limited liability company (the “Purchaser”), and K&L GATES LLP (the “Escrow Agent,” and together with Seller and Purchaser, the “Parties”).

W I T N E S S E T H:

WHEREAS, Seller and Purchaser have previously entered into that certain Option Contract (the “Option Contract”), dated as of May 25, 2010, by and between Purchaser and Seller, pursuant to which Purchaser has the option (the “Option”) to purchase from the Seller 1,000,000 shares of the common stock, par value $0.01 per share (the “Option Shares”) of DGSE Companies, Inc., a Nevada corporation (the “Company”); and

WHEREAS, simultaneously with the execution hereof, Seller and Purchaser have entered into that certain Option Exercise Agreement, dated June 10, 2011 (the “Option Exercise Agreement”), which sets forth the terms and conditions pursuant to which Purchaser may exercise its Option until the termination of the Option Exercise Agreement; and

WHEREAS, to facilitate Purchaser’s exercise of the Option, the Purchaser and Seller each desire that Seller place the Option Shares in escrow and that Purchaser deposit the funds necessary to purchase such Option Shares; and

WHEREAS, Purchaser and Seller each desire that the Option Shares be distributed from escrow from time-to-time to the Purchaser in increments of no less than 100,000 shares (an “Option Share Increment”) upon Purchaser’s deposit into escrow of funds equal to the aggregate exercise price required to purchase the number of Option Share Increments requested by Purchaser (the “Aggregate Exercise Price”); and

WHEREAS, the per share exercise price for the Option Shares shall be six dollars ($6.00) per share until the Termination Date (as that term is defined herein); and

WHEREAS, the Parties intend for this Agreement to be read in conjunction with the Option Contract, and, with the exception of Sections 1, 2 and 4 hereof (which sections shall terminate, along with this Agreement, on the Termination Date), nothing herein should be read to modify or supersede the Option Contract; provided, that following the Termination Date, the Stock Option Shares (as defined in the Option Contract) shall equal the Balance as of the Termination Date.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

1. Deposit. Contemporaneously with the execution of this Agreement:

(a) Seller shall deposit the Option Shares with Escrow Agent, to be held in escrow under the terms hereof. Escrow Agent is hereby appointed to act as the escrow agent for the Option Shares pursuant to the terms of this Agreement;

(b) Purchaser shall deliver the originally-executed Option Contract to Escrow Agent, to be held in escrow under the terms hereof. Escrow Agent is hereby appointed to act as the escrow agent for the Option Contract pursuant to the terms of this Agreement; and

(c) From time-to-time from the date hereof until July 15, 2011 (the “Termination Date”), Purchaser may deposit the Aggregate Exercise Price into escrow (such escrowed Aggregate Exercise Price, the “Escrowed Funds”). Escrow Agent is hereby appointed to act as the escrow agent for the Escrowed Funds pursuant to the terms of this Agreement.

2. Incremental Exercise. Purchaser must purchase the Option Shares only in whole, not partial, Option Share Increments. Purchaser may purchase Option Share Increments from time-to-time in its discretion until the Termination Date (each such purchase, a “Closing”); provided, however, that Purchaser shall purchase a minimum of one (1) Option Share Increment per Closing, and provided further, that Purchaser may purchase as many Option Share Increments per Closing as are then remaining in escrow (the “Balance”). The Escrow Agent shall not disburse any Option Share Increments to Purchaser if: (i) Purchaser’s Instructions (as that term is defined herein) (x) request the disbursement of partial Option Share Increments, (y) request a number of Option Share Increments exceeding the Balance, or (z) set forth an aggregate exercise price that is less than the Aggregate Exercise Price; or (ii) Purchaser deposits into escrow an amount less than the Aggregate Exercise Price.

3. Escrow Account. Escrow Agent will deposit the Escrowed Funds into one or more separate accounts in a federally-insured financial institution having minimum regulatory capital not less than fifty-million dollars ($50,000,000.00) (collectively, the “Account”). At the sole discretion of the Escrow Agent, the Escrowed Funds may be deposited in an interest-bearing account. All interest earned on the Escrowed Funds (i) shall be held as and deemed for all purposes to be a part of the Escrowed Funds, and (ii) shall be taxed to and be for the account of the Party entitled to such funds as set forth herein, subject to the rights of the Escrow Agent to recover against the Escrowed Funds pursuant to this Agreement. Seller and Purchaser shall provide their federal tax identification number to the Escrow Agent.

4. Escrow Agent’s Duties. Escrow Agent shall have no implied duties under this Agreement, but only the express duties set forth herein, and Seller and Purchaser hereby unequivocally and irrevocably authorize, direct, and empower Escrow Agent to act in accordance with this Section 4 as follows:

(a) If:

(i) Purchaser issued an instruction to the Escrow Agent (with a copy to Seller), in the form attached hereto as Exhibit A, requesting the disbursement of one or more Option Share Increments (the “Purchaser’s Instructions”);

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(ii) Purchaser delivers to Seller an executed proxy, in the form attached hereto as Exhibit B, granting Seller full voting power over the shares underlying the Option Share Increment(s) requested to be purchased (with a copy to the Escrow Agent) (the “Proxy”); and

(iii) Purchaser deposits into escrow the Aggregate Exercise Price,

then the Escrow Agent shall, within three (3) business days:

(i) Deliver instructions to the Company’s transfer agent to issue a stock certificate representing the aggregate number of shares underlying the Option Share Increment(s) set forth in Purchaser’s Instructions to Purchaser; and

(ii) As soon as possible upon delivery of instructions to the Company’s transfer agent, disburse the Escrowed Funds to the Seller, together with all interest (if any) earned on the Escrowed Funds. Transfer of the Escrowed Funds to the Seller shall be made via wire transfer of immediately-available funds to Seller’s account as provided to the Escrow Agent.

(b) Purchaser shall issue the Purchaser’s Instructions in good faith. The Escrow Agent shall have no duty to verify the good faith nature of the Purchaser’s Instructions and shall be entitled to fully rely on the Purchaser’s Instructions.

(c) If Seller disputes the terms of the Purchaser’s Instructions, Seller shall deliver written notice of such dispute to Escrow Agent (with copy to the Purchaser) (“Dispute Notice”). If Escrow Agent receives a Dispute Notice before the Termination Date, then notwithstanding the provisions of Sections 4(a) or 4(c), the Escrow Agent shall not release either the Escrowed Funds or the Option Share Increments until either (i) the rights of Purchaser and Seller to the Escrowed Funds and Option Share Increments have been fully and finally adjudicated by a court of competent jurisdiction in Dallas County, Texas and Escrow Agent has been provided with a certified copy of such final order, judgment or other adjudication containing specific directions with respect to distribution of the Escrowed Funds and Option Share Increments, or (ii) all differences with respect to the Escrowed Funds and Option share Increments shall have been resolved by agreement among Purchaser and Seller, and Escrow Agent shall have been notified thereof in a writing (which writing will contain specific directions with respect to the distribution of the Escrowed Funds and Option Share Increments) signed by Purchaser and Seller. The writing evidencing subparts (i) or (ii) of this Section 4(c) is referred to herein as a “Final Determination”.

(d) Each Party to this Agreement agrees to adhere to standards of good faith and fair dealing with respect to this Agreement, the Escrowed Funds and the Option Share Increments and with respect to actions taken hereunder or pursuant hereto.

(e) Any and all Purchaser’s Instructions shall constitute representations and warranties by the Purchaser as to the truth of the matters so instructed, and Purchaser shall have a duty to investigate prior to issuing any Purchaser’s Instructions.

5. Termination of Escrow. If Purchaser does not purchase all of the Option Shares by the Termination Date, then:

(a) Escrow Agent shall disburse the Balance to Seller;

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(b) Seller shall cancel the Option Contract and deliver to Purchaser an amended Option Contract providing Purchaser the option to purchase the Balance upon the same terms (except for the revised number of shares) as the Option Contract; and

(c) This Agreement shall terminate and shall be of no further force or effect.

Notwithstanding anything herein to the contrary, Seller and Purchaser may extend the Termination Date by written agreement signed by each of Seller and Purchaser, notice of which shall be provided to Escrow Agent prior to the Termination Date.

6. Compensation and Expenses of Escrow Agent. Purchaser and Seller shall each pay Escrow Agent a fee of twelve thousand five-hundred dollars ($12,500), for a total of twenty-five thousand dollars ($25,000.00), for services rendered pursuant to this Agreement. In addition, Purchaser shall pay all and any reasonable expenses, including attorneys’ fees, incurred by Escrow Agent in connection with its performance under this Agreement. If Escrow Agent incurs any additional or other charges, costs or expenses as a result of the wrongful or improper act of the Purchaser, then the Purchaser shall be liable to the Seller for the additional amounts paid by Seller to the Escrow Agent as a result of the Purchaser’s wrongful or improper act. Notwithstanding anything herein or in the Purchaser’s Instructions to the contrary, Escrow Agent shall be entitled to retain from the Escrowed Funds any outstanding fees and/or expenses then due to it hereunder. Escrow Agent is hereby granted a lien on the Escrowed Funds and Option Shares for all indebtedness that may become owing to Escrow Agent pursuant to this agreement, which may be enforced by Escrow Agent by appropriate foreclosure proceedings. Such lien shall be extinguished as to so much of the Escrowed Funds as are distributed by Escrow Agent.

7. Escrow Agent’s Standard of Care. Escrow Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement. Escrow Agent shall not incur any liability or be responsible for the consequences of any breach on the part of the Parties, or either of them, of any of the covenants contained herein or of any acts of agents or representatives of the Parties.

8. Indemnification of Escrow Agent. Each of Purchaser and Seller hereby irrevocably agrees, jointly and severally, to indemnify and hold Escrow Agent and all its employees, representatives, officers, attorneys and agents (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of every kind whatsoever, including reasonable attorneys’ fees in defending against any of the foregoing, incurred by or asserted against the Indemnified Parties or any of them relating to or arising out of this Agreement or any action taken or omitted by any of the Indemnified Parties under this Agreement.

9. No Statements or Notice of Agreements. Escrow Agent is not obligated to render any statements or notices of non-performance hereunder to any Party hereto, but may, in its discretion inform Purchaser and Seller (or their authorized representatives) of any matters pertaining to this Agreement. Escrow Agent is not a party to, and is not bound by or charged with notice of, and has no knowledge of the terms or provisions, and has no duty to inquire into

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the terms and provisions of, and has no liability under, any other agreement, document or instrument which Purchaser or Seller are party to, or bound by, including without limitation the Option Contract and the Option Exercise Agreement.

10. Submission of Disputes to Court. In the event that the Escrow Agent is in doubt as to what action is to be taken hereunder, then Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, and in any such event Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Agent shall be entitled to continue to so refrain from acting until receipt of a Final Determination. In case any Escrowed Funds held by Escrow Agent hereunder shall be the subject of any order of any court or the delivery thereof shall be stayed or enjoined by any judgment or order of any court affecting the Escrowed Funds or any part thereof, Escrow Agent is hereby expressly authorized in its sole discretion to comply with all judgments and orders so entered or issued. In such event, Escrow Agent shall give written notice of such compliance to the Purchaser and Seller, and Escrow Agent shall not be liable to either of Purchaser or Seller, nor to their successors or assigns or to any other person, by reason of such compliance.

11. No Financial Obligation of Escrow Agent. Escrow Agent is not required to expend any of its own funds pursuant to, or to cause compliance with, this Agreement.

12. Miscellaneous.

(a) Failure by any Party to insist upon or enforce any of its rights under this Agreement shall not constitute a waiver thereof by such Party or a waiver of any subsequent breach of the same or a different provision hereof.

(b) Neither this Agreement nor any right created hereby shall be assignable by any of the Parties hereto, without the written consent of the other of such Parties hereto.

(c) Subject to the provisions of Section 12(b) hereof, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

(d) This Agreement may not be amended or changed in any respect except by a written instrument signed by all Parties hereto.

(e) All certifications, notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly-given when received by the person to whom the notice was directed; provided, however, that notice to either of Purchaser or Seller shall be conclusively deemed given at 10:00 a.m. on the third business day after the date of deposit in the United States mail when sent by certified or registered mail, postage prepaid, return receipt requested, to the addresses set forth on the signature page (or at such other address as shall be given in writing by Purchaser or Seller to the other Parties). Notices to Escrow Agent will be effective only upon actual receipt thereof.

(f) This Agreement and the terms and provisions thereof shall be construed and enforced in accordance with the laws of the State of Texas. This Agreement is performable in Dallas County, Texas, and venue in any litigation pursuant hereto shall be in Dallas County, Texas.

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(g) Each of the Parties hereto acknowledges and agrees that the remedy at law in the event of a breach of any provision of this Agreement by each such Party would be inadequate, and each Party hereto agrees that the other, non-breaching Party, in addition to all other remedies such other Party may have, shall have the right to injunctive relief.

This Agreement, together with the Option Exercise Agreement and Option Contract, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Upon the termination this Agreement in accordance with Section 6, the agreement of the Seller and Purchaser with respect to the subject matter hereof shall be governed only by the Option Contract. With the exception of Sections 1, 2 and 4 hereof (which sections shall terminate, along with this Agreement, on the Termination Date), nothing herein should be read to modify or supersede the Option Contract; provided, that following the Termination Date, the Stock Option Shares (as defined in the Option Contract) shall equal the Balance as of the Termination Date.

(h) .

(i) Each Party hereto (excluding Escrow Agent) agrees that the attorneys’ fees provision of Section 15 of the Option Contract shall apply to this Agreement.

(j) This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same agreement.

(k) Each of the Parties represents and warrants that the person whose signature appears below as an officer of a corporation, if the signing Party is a corporation or other entity other than a person that the signing Party is the duly-elected officer and representative of said corporation or entity and is duly authorized, and has full power, to sign this Agreement for and on behalf of the Party or entity for which they are signing.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement effective as of the date first written above.

[Signature page to Escrow Agreement]

EXHIBIT A

NOTICE OF INTENT TO PURCHASE

K&L Gates LLP

1717 Main Street, Suite 2800

Dallas, Texas 75201

Attention: I. Bobby Majumder, Esq.

Dear Mr. Majumder:

Please be advised that pursuant to the Option Exercise Agreement, dated as of June 10, 2011, by and between NTR Metals, LLC, a Texas limited liability company (the “Company”), and Dr. L.S. Smith, the Company hereby requests the disbursement of              shares of the common stock of DGSE Companies, Inc. from escrow upon your receipt of our payment of the Aggregate Exercise Price.

All capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Option Exercise Agreement.

Dated this      day of             , 2011

11311 Reeder Road

Dallas, Texas 75229

Email: lssmith1@airmail.net

Exhibit A

EXHIBIT B

IRREVOCABLE PROXY TO VOTE

SHARES IN

DGSE COMPANIES, INC.

                 , 2011

This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the      day of             , 2011 (the “Effective Date”), by and between NTR METALS, LLC, a Texas limited liability company (“NTR”) and DR. L.S. SMITH, an individual (“Dr. Smith”).

WHEREAS, NTR has acquired              shares of the common stock, par value $0.01 per share (the “Shares”), of DGSE Companies, Inc., a Nevada Corporation (“DGSE”), from an escrow account established under the terms of that certain Escrow Agreement, dated June 10, 2011 (the “Escrow Agreement”), by and among NTR, Dr. Smith and K&L Gates LLP; and

WHEREAS, as a condition to acquiring the Shares, NTR is required to grant Dr. Smith its proxy to vote the Shares until such time as NTR has purchased 1,000,000 Shares.

NOW, THEREFORE, in consideration of the mutual covenants and consideration as described in this Proxy, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

(1) NTR hereby nominates and appoints Dr. Smith as the attorney or proxy to represent NTR and vote the percentage interest in DGSE represented by the Shares and any other votes or voting rights to which it may be entitled by virtue of NTR’s ownership of the Shares, with respect to any matter regarding DGSE on which NTR may be entitled to vote.

(2) This Proxy is given voluntarily and without any solicitations by any agent of DGSE. This Proxy is irrevocable and coupled with an interest, and will remain in effect as to the Shares for so long as NTR owns the Shares, up to a maximum period of four (4) years from the Effective Date; provided, however, that this proxy will terminate upon the earlier of (i) (x) NTR’s purchase of an aggregate of 1,000,000 Shares, and (y) the release of Dr. Smith as guarantor for DGSE’s $1,500,000 line of credit with Texas Capital Bank, N.A., (ii) the death of Dr. Smith, or (iii) the appointment of a legal Guardian for Dr. Smith due to incapacity by reason of physical or mental condition.

Exhibit B

IN WITNESS WHEREOF, the undersigned has signed this proxy on the date above first written.

Exhibit B