Draganfly (DPRO) 20-F2021 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

OR

OR

OR

Date of event requiring this shell company report . . . . . . . . . . . . . . .

For the transition period from ________________ to ___________

Draganfly Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Columbia, Canada

(Jurisdiction of Incorporation or Organization)

2108 St. George Avenue, Saskatoon, Saskatchewan, S7M 0K7, Canada

(Address of Principal Executive Offices)

Paul Sun, Chief Financial Officer

Telephone: 800.979.9794

E-mail: paul.sun@draganfly.com

2108 St. George Avenue, Saskatoon, Saskatchewan, S7M 0K7, Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to section 15(d) of the Act

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 33,197,984

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐Yes ☒No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)

☒Yes ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any updated issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐Yes ☒No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

☐Yes ☒No

Table of Contents

General Matters

Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company” or “Draganfly” refer to Draganfly Inc. and its subsidiaries.

Unless otherwise indicated, financial information in this Annual Report on Form 20-F (this “Annual Report”) has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Unless otherwise noted herein, all references to “$,” “C$,” “Canadian dollars,” or “dollars” are to the currency of Canada and “US$,” “United States dollars,” or “U.S. dollars” are to the currency of the United States.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and as such, we have elected to comply with certain reduced U.S. public company reporting requirements.

The Company prepares and reports its consolidated financial statements in accordance with IFRS. However, this Annual Report may make reference to certain non-IFRS measures including key ‎‎performance indicators used by management. These measures are not recognized measures under IFRS ‎‎and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable ‎‎to similar measures presented by other companies. Rather, these measures are provided as additional ‎‎information to complement those IFRS measures by providing further understanding of the Company’s ‎results of ‎operations from management’s perspective. Accordingly, these measures should not be ‎considered in ‎isolation nor as a substitute for analysis of the Company’s financial information reported ‎under IFRS.

The ‎Company uses non-IFRS measures including “gross profit,” “gross margin” and “working capital” ‎which may be calculated ‎differently by other companies. These non-IFRS measures and metrics are used ‎to provide investors with ‎supplemental measures of the Company’s operating performance and liquidity ‎and thus highlight trends in the Company’s ‎business that may not otherwise be apparent when relying ‎solely on IFRS measures. Management believes that gross profit, defined as revenue less operating expenses, is a useful supplemental measure of operations. Gross profit helps provide an understanding on the level of costs needed to create revenue. Gross margin illustrates the gross profit as a percentage of revenue. Management believes that working capital, defined as current assets less current liabilities, is an indicator of the Corporation’s liquidity and its ability to meet its current obligations. The Company also ‎believes that securities analysts, investors and other ‎interested parties frequently use non-IFRS measures ‎in the evaluation of companies in similar industries. ‎Management also uses non-IFRS measures and ‎metrics in order to facilitate operating performance ‎comparisons from period to period, to prepare ‎annual operating budgets and forecasts and to determine ‎components of executive compensation. For ‎ reconciliations of these non-IFRS measures ‎to the relevant reported measures, please ‎‎see ‎the “Results of Operations – Cost of Goods Sold / Gross Margin” for a discussion of gross profit and gross margin, and for a discussion of working capital, “Selected Financial Information” sections of the Company’s Management’s Discussion and Analysis for the year ended December 31, 2021, attached to this Annual Report in Exhibit ‎15.1.

Unless otherwise indicated, the Company has obtained the market and industry data contained in this Annual Report ‎from its internal research, management’s estimates and third-party public information and other industry ‎publications. While the Company believes such internal research, management’s estimates and third-‎party public information is reliable, such internal research and management’s estimates have not been ‎verified by any independent sources and the Company has not verified any third party public ‎information. While the Company is not aware of any misstatements regarding the market and industry ‎data contained in this Annual Report, such data involves risks and uncertainties and are subject to change based on ‎various factors, including those described under “Cautionary Statement Regarding Forward-Looking ‎Information and Statements” and “Item 3.D. Risk Factors”.‎

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements we make regarding the following matters are forward-looking by their nature and are based on certain of the assumptions noted below:

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, those factors identified under the Risk Factors listed below in Item 3.D. of this Annual Report. Furthermore, unless otherwise stated, the forward-looking statements contained in this Annual Report are made as of the date hereof, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes or otherwise, except as required by law.

Part I

Not required.

Not required.

3.A.

[Reserved]

Not required.

Not required.

An investment in the Company’s common shares, without par value, (the “Common Shares”) is highly speculative and involves significant risks. In addition to the other ‎information contained in this Annual Report and the documents incorporated by ‎reference herein and therein, you should review and carefully consider the risks described herein. The risks described herein are not the only risk factors facing us and should not be ‎considered exhaustive. Additional risks and uncertainties not currently known to us, or that we currently ‎consider immaterial, may also materially and adversely affect our business, operations and condition, financial ‎or otherwise.‎

Risks Related to the Company, its Business and Industry

The Company has a history of losses.

The Company has incurred net losses since its inception. The Company cannot assure that it can become profitable or avoid net losses in the future or that there will be any earnings or revenues in any future quarterly or other periods. The Company expects that its operating expenses will increase as it grows its business, including expending substantial resources for research, development and marketing. As a result, any decrease or delay in generating revenues could result in material operating losses.

A shareholder’s holding in the Company may be diluted if the Company issues additional Common ‎Shares or other securities in the future.‎

‎The Company may issue additional Common Shares or other securities in the future, which may dilute a ‎shareholder’s holding in the Company. ‎The Company’s articles permit the issuance of an unlimited ‎number of Common Shares, and shareholders have no pre-emptive rights in connection with further ‎issuances of any securities. The directors of the Company have the discretion to ‎determine if an ‎issuance of Common Shares or other securities is warranted, the price at which any such securities are ‎issued and the other ‎terms of issue of Common Shares or securities. In addition, the Company may ‎issue additional Common Shares upon the exercise of incentive stock options to ‎acquire Common ‎Shares under its share compensation plan or upon the exercise or conversion of other outstanding convertible securities of the Company, which will result in further dilution to shareholders. In addition, ‎the issuance of Common Shares or other securities in any potential ‎future acquisitions, if any, may also ‎result in further dilution to shareholder interests.‎

The Company expects to incur substantial research and development costs and devote significant resources to ‎identifying and commercializing new products and services, which could significantly reduce its profitability and ‎may never result in revenue to the Company.‎

‎The Company’s future growth depends on penetrating new markets, adapting existing products to new applications, ‎and introducing new products and services that achieve market acceptance. The Company plans to incur ‎substantial research and development costs as part of its efforts to design, develop and commercialize new ‎products and services and enhance its existing products. The Company believes that there are significant opportunities in a number of business areas. Because the Company accounts for research and development costs as ‎operating expenses, these expenditures will adversely affect its earnings in the future. Further, the Company’s ‎research and development programs may not produce successful results, and its new products and services may not ‎achieve market acceptance, create any additional revenue or become profitable, which could materially harm the ‎Company’s business, prospects, financial results and liquidity.‎

The Company’s adoption of new business models could fail to produce any financial returns.‎

‎Forecasting the Company’s revenues and profitability for new business models is inherently uncertain and ‎volatile. The Company’s actual revenues and profits for its business models may be significantly less ‎than the Company’s forecasts. Additionally, the new business models could fail for one or more of the ‎Company’s products and/or services, resulting in the loss of Company’s investment in the development and ‎infrastructure needed to support the new business models, and the opportunity cost of diverting management and ‎financial resources away from more successful businesses.‎

The Company will be affected by operational risks and may not be adequately insured for certain risks.‎

‎The Company will be affected by a number of operational risks and the Company may not be adequately insured ‎for certain risks, including: labour disputes; catastrophic accidents; fires; blockades or other acts of social activism; ‎changes in the regulatory environment; impact of non-compliance with laws and regulations; natural phenomena, ‎such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the ‎foregoing risks and hazards will not result in damage to, or destruction of, the Company’s technologies, personal ‎injury or death, environmental damage, adverse impacts on the Company’s operation, costs, monetary losses, ‎potential legal liability and adverse governmental action, any of which could have an adverse impact on the ‎Company’s future cash flows, earnings and financial condition. Also, the Company may be subject to or affected ‎by liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the ‎Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse ‎impact on the Company’s future cash flows, earnings, results of operations and financial condition.‎

The Company operates in evolving markets, which makes it difficult to evaluate the Company’s business and ‎future prospects.‎

‎The Company’s unmanned aerial vehicles (“UAVs”) are sold in rapidly evolving markets. The commercial UAV market is in early stages of ‎customer adoption. Accordingly, the Company’s business and future prospects may be difficult to evaluate. The ‎Company cannot accurately predict the extent to which demand for its products and services will increase, if at all. ‎The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could ‎impact the Company’s ability to do the following:‎

If the Company fails to address these and other challenges, risks and uncertainties successfully, its business, results ‎of operations and financial condition would be materially harmed.‎

The Company operates in a competitive market.

The Company faces competition and new competitors will continue to emerge throughout the world. Services offered by the Company’s competitors may take a larger share of consumer spending than anticipated, which could cause revenue generated from the Company’s products and services to fall below expectations. It is expected that competition in these markets will intensify. Some of the other publicly traded companies we may compete with include Alpine 4 Tech, Inc., Aerovironment Inc., EHang Holdings Limited, AgEagle, Drone Delivery Canada, Inc., and Red Cat Holdings, Inc.

If competitors of the Company develop and market more successful products or services, offer competitive products or services at lower price points, or if the Company does not produce consistently high-quality and well-received products and services, revenues, margins, and profitability of the Company will decline.

The Company’s ability to compete effectively will depend on, among other things, the Company’s pricing of services and equipment, quality of customer service, development of new and enhanced products and services in response to customer demands and changing technology, reach and quality of sales and distribution channels and capital resources. Competition could lead to a reduction in the rate at which the Company adds new customers, a decrease in the size of the Company’s market share and a decline in its customers. Examples include but are not limited to competition from other companies in the UAV industry.

In addition, the Company could face increased competition should there be an award of additional licenses in jurisdictions in which the Company operates in.

The markets in which the Company competes are characterized by rapid technological change, which requires ‎the Company to develop new products and product enhancements and could render the Company’s existing ‎products obsolete. ‎

‎Continuing technological changes in the market for the Company’s products could make its products less ‎competitive or obsolete, either generally or for particular applications. The Company’s future success will depend ‎upon its ability to develop and introduce a variety of new capabilities and enhancements to its existing product and ‎service offerings, as well as introduce a variety of new product offerings, to address the changing needs of the ‎markets in which it offers products. Delays in introducing new products and enhancements, the failure to choose ‎correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive ‎prices may cause existing and potential customers to purchase the Company’s competitors’ products.‎

If the Company is unable to devote adequate resources to develop new products or cannot otherwise successfully ‎develop new products or enhancements that meet customer requirements on a timely basis, its products could lose ‎market share, its revenue and profits could decline, and the Company could experience operating losses.‎

Failure to obtain necessary regulatory approvals from Transport Canada or other governmental agencies, or ‎limitations put on the use of small UAV in response to public privacy concerns, may prevent the Company from ‎expanding sales of its small UAV to non-military customers in Canada.‎

‎Transport Canada is responsible for establishing, managing, and developing safety and security ‎standards and regulations for civil aviation in Canada, and includes unmanned civil aviation ‎‎(drones). Civil operations include law enforcement, scientific research, or use by private sector ‎companies for commercial purposes. The Canadian Aviation Regulations (“CARs”) govern civil ‎aviation safety and security in Canada, and by extension govern operation of drones in Canada ‎to an acceptable level of safety.‎

While Transport Canada has been a leader in the development of regulations for the commercial ‎use of remotely piloted aircraft systems (“RPAS”) and continues to move forward rapidly with its regulatory development, it has ‎acknowledged the challenge of regulations keeping pace with the rapid development in ‎technology and the growing demand for commercial RPAS use, particularly in the beyond visual ‎line-of-sight environment. In 2012, the Canadian Aviation Regulation Advisory Council UAS ‎working group released its Phase 2 report which outlined a proposed set of revision to the CARs ‎to permit beyond visual line of sight operations. This report was the basis for the recently released Notice of Proposed Amendment (“NPA”) by Transport Canada on lower ‎risk beyond visual line-of-sight.‎

Failure to obtain necessary regulatory approvals from Transport Canada or other governmental ‎agencies, including the granting of certain Special Flight Operations Certificates (“SFOCs”), or limitations put on the use of RPAS in ‎response to public safety concerns, may prevent the Company from testing or operating its ‎aircraft and/or expanding its sales which could have an adverse impact on the Company’s ‎business, prospects, results of operations and financial condition.‎

There are risks associated with the regulatory regime and permitting requirements of the Company’s business.‎

‎A significant portion of the Company’s business is based on the operation of RPAS. The operation of ‎RPAS poses a risk or hazard to airspace users as well as personnel on the ground. As ‎the RPAS ‎industry is rapidly developing, the regulatory environment for RPAS is constantly evolving to keep pace. ‎‎As such, whenever a policy change with respect to operating regulations occurs, there is a risk that the ‎Company ‎could find itself to be in non-compliance with these new regulations. While the Company ‎endeavours to take all ‎necessary action to reduce the risks associated with the operations of RPAS and ‎to remain well-informed and up-‎to-date on any addendums and changes to the applicable regulations, ‎there is no assurance that an incident ‎involving an RPAS or the Company’s non-compliance would not ‎create a significant current or future liability for ‎the company.‎

The regulation of RPAS operations within the Canadian Domestic Airspace (“CDA”) is still evolving and is expected ‎to continue to change ‎with the proliferation of RPAS, advancements in technology, and standardization within the ‎industry. ‎Changes to the regulatory regime may be disruptive and result in the Company needing to adopt ‎‎significant changes in its operations and policies, which may be costly and time-consuming, and may ‎materially ‎adversely affect the Company’s ability to manufacture and make delivery of its products and ‎services in a timely ‎fashion.‎

The Company’s business and research and development activities are subject to oversight by Transport ‎Canada, the federal ‎institution responsible for transportation policies and programs, including the rules in ‎the CARs. Currently, Transport Canada requires that any non-recreational operators of RPAS have a ‎‎SFOC. The Company’s ability to develop, test, demonstrate, and sell products and ‎services depends on ‎its ability to acquire and maintain a valid SFOC.‎

‎In addition, there exists public concern regarding the privacy implications of Canadian commercial and ‎law ‎enforcement use of small UAV. This concern has included calls to develop explicit written policies ‎and procedures ‎establishing UAV usage limitations. There is no assurance that the response from ‎regulatory agencies, customers and ‎privacy advocates to these concerns will not delay or restrict the ‎adoption of small UAV by prospective non-military customers‎.‎

The Company may be subject to the risks associated with future acquisitions.

As part of the Company’s overall business strategy, the Company may pursue select strategic acquisitions that would provide additional product or service offerings, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Any such future acquisitions, if completed, may expose the Company to additional potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Company’s existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisitions; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval.

‎The Company’s inability to retain management and key employees could impair the future success of the Company.

The Company’s future success depends substantially on the continued services of its executive officers and its key development personnel. If one or more of its executive officers or key development personnel were unable or unwilling to continue in their present positions, the Company might not be able to replace them easily or at all. In addition, if any of its executive officers or key employees joins a competitor or forms a competing company, the Company may lose experience, know-how, key professionals and staff members as well as business partners. These executive officers and key employees could develop drone technologies that could compete with and take customers and market share away from the Company.

A significant growth in the number of personnel would place a strain upon the Company’s management and resources.

The Company may experience a period of significant growth in the number of personnel that could place a strain upon its management systems and resources. The Company’s future will depend in part on the ability of its officers and other key employees to implement and improve financial and management controls, reporting systems and procedures on a timely basis and to expand, train, motivate and manage its workforce. The Company’s current and planned personnel, systems, procedures and controls may be inadequate to support its future operations.

The Company faces uncertainty and adverse changes in the economy.‎

‎

Adverse changes in the economy could negatively impact the Company’s business. Future economic distress may ‎result in a decrease in demand for the Company’s products, which could have a material adverse impact on the ‎Company’s operating results and financial condition. Uncertainty and adverse changes in the economy could also ‎increase costs associated with developing and publishing products, increase the cost and decrease the availability of ‎sources of financing, and increase the Company’s exposure to material losses from bad debts, any of which could ‎have a material adverse impact on the financial condition and operating results of the Company.

The Company is subject to certain market-based financial risks associated with its operations.

The Company could be subject to interest rate risks, which is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities, however market fluctuations could increase the costs at which the Company can access capital and its ability to obtain financing and the Company’s cash balances carry a floating rate of interest. In addition, the Company engages in transactions in currencies other than its functional currency. Depending on the timing of these transactions and the applicable currency exchange rates, conversions to the Company’s functional currency may positively or negatively impact the Company.

The COVID-19‎ pandemic could negatively affect our business, operations and future financial performance.

In March 2020 the World Health Organization designated the outbreak of a novel strain of coronavirus, specifically identified ‎as COVID-19, as a global pandemic. This resulted in governments, companies, and individuals worldwide enacting emergency measures to combat the spread of ‎the virus, including the implementation of travel bans, mandated and self-imposed quarantine ‎periods and physical distancing, that have caused a material disruption to businesses globally. Throughout the course of the pandemic, the impact of COVID-19 has varied significantly due to both global and localized infection rates, notwithstanding widespread vaccine availability within Canada and the United States beginning in spring 2020.

As a result of the pandemic, global equity markets have experienced significant volatility and weakness. ‎Governments and central banks have reacted with significant monetary and fiscal interventions designed ‎to stabilize economic conditions. Such volatility has let to significant challenges to the global supply chain, disrupted labor markets and has recently contributed to rising levels of inflation. The Company has experienced material pandemic related impacts, including the loss of its primary customer engineering customer in 2020 due to mandated stay-at-home orders. The duration and impact of the COVID-19 outbreak is unknown at this ‎time, as is the efficacy of the government and central bank interventions. ‎ As such, the Company cannot predict with any certainty what the future impacts the pandemic may have on its business.

Management of the Company has and continues to closely monitor the impact of the COVID-19 global pandemic, with a focus on the health and safety of the Company’s employees, customers, and business continuity. Since the outbreak of the pandemic, the Company has taken various ‎steps to mitigate the impact of COVID-19, including following government or health authority guidelines and restrictions at its facilities to ‎ensure the safety of its staff and product consumers. The Company will continue to follow government or health authority guidelines and restrictions and has experienced minimal disruption to its operations and supply chain. However, there is no guarantee that the company’s mitigation efforts will prove successful in combating the spread of the virus or that supply chain disruptions will not occur in the future. As the ‎Company reintegrates its personnel to its workplace, it may incur additional costs to adapt the workplace to ‎meet applicable health and safety requirements. The occurrence of additional waves of the virus or its variants, or insufficient vaccination levels may require the Company to revise or delay such plans. ‎To the extent that it is unable to effectively protect its workforce against the transmission of the virus, the ‎Company may be forced to slow or reverse its reintegration efforts and could face allegations of liability.‎

Given the uncertainties associated with the ongoing COVID-19 pandemic, including ‎the uncertainty surrounding the remaining duration and outcome, COVID-19 variants and vaccine efficacy, the Company is unable to estimate the full impact of the COVID-19 pandemic on its business, financial condition, results of operations, and/or cash flows; however, the impact could be material. The Company cannot accurately predict ‎the future impact COVID-19 may have on, among others, the: (i) demand for drone ‎delivery services, (ii) severity and the length of potential measures taken by governments to manage the ‎spread of the virus and their effect on labour availability and supply lines, (iii) availability of essential ‎supplies, (iv) purchasing power of the Canadian dollar, or (v) ability of the Company to obtain necessary ‎financing. Despite global vaccination efforts, it is not possible to reliably estimate the length and ‎severity of these developments and the impact on the financial results and condition of the Company in ‎the future.‎

The conflict between Russia and Ukraine could destabilize global markets and threatens global peace.

On February 24, 2022, Russian military forces launched a full-scale military invasion of Ukraine. In response, Ukrainian military personal and civilians are actively resisting the invasion. Many countries throughout the world have provided aid to the Ukraine in the form of financial aid and in some cases military equipment and weapons to assist in their resistance to the Russian invasion. The North Atlantic Treaty Organization (“NATO”) has also mobilized forces to NATO member countries that are close to the conflict as deterrence to further Russian aggression in the region. The outcome of the conflict is uncertain and is likely to have wide ranging consequences on the peace and stability of the region and the world economy. Certain countries including Canada and the United States, have imposed strict financial and trade sanctions against Russia and such sanctions may have far reaching effects on the global economy. The long-term impacts of the conflict and the sanctions imposed on Russia remain uncertain.

Negative macroeconomic and geopolitical trends could affect the Company’s ability to access sources of ‎capital.‎

The COVID-19 pandemic and the Russian invasion of Ukraine could negatively impact the Company’s ability to obtain financing and access sources of capital. Both events have led to significant market volatility as governments undertake measures to prevent the spread of COVID-19 and discourage political conflict. These events have contributed to significant uncertainty in global markets, increased inflationary pressures, and could lead to a tightening of credit markets and a decline in economic activity. These impacts could have a material adverse effect on the Company’s ‎liquidity and ability to obtain financing in the future.‎ As the Company has a history of losses and present revenues do not allow it to sustain its operations, an inability to access credit or capital markets could undermine the Company’s ability to continue as a going concern.

‎‎The Company may be subject to the risks associated with foreign operations in other countries.

The Company’s primary revenues are expected to be achieved in Canada and the US. However, the Company may expand to markets outside of North America and become subject to risks normally associated with conducting business in other countries. As a result of such expansion, the Company may be subject to the legal, political, social and regulatory requirements and economic conditions of foreign jurisdictions. The Company cannot predict government positions on such matters as foreign investment, intellectual property rights or taxation. A change in government positions on these issues could adversely affect the Company’s business.

If the Company expands its business to foreign markets, it will need to respond to rapid changes in market conditions, including differing legal, regulatory, economic, social and political conditions in these countries. If the Company is not able to develop and implement policies and strategies that are effective in each location in which it does business, then the Company’s business, prospects, results of operations and financial condition could be materially and adversely affected.

There are tax risks the Company may be subject to in carrying on business in Canada.

The Company is a resident of Canada for purposes of the Income ‎Tax Act (Canada) (the “Tax Act”). Since the ‎Company is operating in a new and developing industry there is a risk that ‎foreign governments may look to ‎increase their tax revenues or levy additional taxes to level the playing ‎field for perceived disadvantages to ‎traditional brick and mortar businesses. There is no guarantee that ‎governments will not impose such additional ‎adverse taxes in the future‎.‎

If critical components or raw materials used to manufacture the Company’s products become scarce or ‎unavailable, then the Company may incur delays in manufacturing and delivery of its products, which could ‎damage its business.‎

‎The Company obtains hardware components, various subsystems and systems from a limited group of suppliers. ‎The Company does not have long-term agreements with any of these suppliers that obligate it to continue to sell ‎components, subsystems, systems or products to the Company. The Company’s reliance on these suppliers ‎involves significant risks and uncertainties, including whether its suppliers will provide an adequate supply of ‎required components, subsystems, or systems of sufficient quality, will increase prices for the components, ‎subsystems or systems and will perform their obligations on a timely basis.‎

‎Recently, the global supply chain has experienced significant disruptions caused by the COVID-19 pandemic and by geopolitical conflict, including the war in Ukraine. These disruptions have impacted a variety of products and goods and have had various downstream effects, making it more difficult to reliably and timely source and supply goods and has also resulted in shortages of labor and equipment. The macroeconomic impacts of the COVID-19 pandemic and global conflicts have contributed to inflationary pressure and increased market volatility, adding additional pricing uncertainty. These conditions, if not mitigated or remedied in a timely manner, could delay or preclude delivery of raw materials needed to manufacture our products or delivery of the Company’s products to customers, particularly in international markets. If the ‎Company is unable to obtain components from third-party suppliers in the quantities and of the quality that it ‎requires, on a timely basis and at acceptable prices, then it may not be able to deliver its products on a timely or ‎cost-effective basis to its customers, or at all, which could cause customers to terminate their contracts with the Company, ‎increase the Company’s costs and seriously harm its business, results of operations and financial condition. ‎Moreover, if any of the Company’s suppliers become financially unstable, then it may have to find new suppliers. ‎It may take several months to locate alternative suppliers, if required, or to redesign the Company’s products to ‎accommodate components from different suppliers. The Company may experience significant delays in ‎manufacturing and shipping its products to customers and incur additional development, manufacturing and other ‎costs to establish alternative sources of supply if the Company loses any of these sources or is required to redesign ‎its products. The Company cannot predict if it will be able to obtain replacement components within the time ‎frames that it requires at an affordable cost, if at all.‎

Natural outdoor elements such as wind and precipitation may have a material adverse effect on the ‎use and effectiveness of the Company’s products.

The Company’s business will involve the operation and flying of UAVs, a technology-based product ‎used outside. As such, the business is subject to various risks inherent in a technology-based ‎businesses operated in outdoor conditions, including faulty parts, breakdowns and crashes. Although ‎the Company anticipates the use of its UAVs in good climactic conditions and that adequate flying ‎conditions will be monitored by trained personnel, there can be no assurance that unpredictable natural ‎outdoor elements will not have a material adverse effect on the use and effectiveness of its products.‎

The Company’s products may be subject to the recall or return.

Manufacturers and distributors of products are sometimes subject to the recall or return of their products ‎‎for a variety of reasons, including product defects, safety concerns, packaging issues and inadequate ‎or inaccurate ‎labeling disclosure. If any of the Company’s equipment were to be recalled due to an ‎alleged product ‎defect, safety concern or for any other reason, the Company could be required to incur ‎unexpected expenses of the recall ‎and any legal proceedings that might arise in connection with the ‎recall. The Company may lose a significant ‎amount of sales and may not be able to replace those sales ‎at an acceptable margin or at all. In ‎addition, a product recall may require significant management time ‎and attention. Additionally, product recalls may lead to ‎increased scrutiny of the Company’s operations ‎by Transport Canada or other regulatory agencies, requiring ‎further management time and attention and ‎potential legal fees, costs and other expenses.‎‎

‎‎If the Company releases defective products or services, its operating results could suffer.‎

‎Products and services designed and released by the Company involve extremely complex software ‎programs and ‎are difficult to develop and distribute. While the Company has quality controls in place to ‎detect and prevent defects in its ‎products and services before they are released, these quality controls ‎are subject to human error, ‎overriding, and reasonable resource constraints. Therefore, these quality ‎controls and preventative measures may ‎not be effective in detecting and preventing defects in the ‎Company’s products and services before they have been released into ‎the marketplace. In such an ‎event, the Company could be required, or decide voluntarily, to suspend the availability of the product or ‎services, which could significantly harm its business and operating results‎.‎

‎The Company’s products and services are complex and could have unknown defects or errors, which may give ‎rise to legal claims against the Company, diminish its brand or divert its resources from other purposes.‎

The Company’s UAVs rely on complex avionics, sensors, user-friendly interfaces and tightly integrated, ‎electromechanical designs to accomplish their missions. Despite testing, the Company’s products have contained ‎defects and errors and may in the future contain defects, errors or performance problems when first introduced, ‎when new versions or enhancements are released, or even after these products have been used by the Company’s ‎customers for a period of time. These problems could result in expensive and time-consuming design modifications ‎or warranty charges, delays in the introduction of new products or enhancements, significant increases in the ‎Company’s service and maintenance costs, exposure to liability for damages, damaged customer relationships and ‎harm to the Company’s reputation, any of which could materially harm the Company’s results of operations and ‎ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial ‎and could significantly reduce the Company’s operating margins.‎

‎The existence of any defects, errors, or failures in the Company’s products or the misuse of the Company’s ‎products could also lead to product liability claims or lawsuits against it. A defect, error or failure in one of the ‎Company’s UAV could result in injury, death or property damage and significantly damage the Company’s ‎reputation and support for its UAV in general. The Company anticipates this risk will grow as its UAV begins to be ‎used in Canadian domestic airspace and urban areas. The Company’s UAV test systems also have the potential to ‎cause injury, death or property damage in the event that they are misused, malfunction or fail to operate properly ‎due to unknown defects or errors.‎ Although the Company maintains insurance policies, it cannot provide any assurance that this insurance will be ‎adequate to protect the Company from all material judgments and expenses related to potential future claims or ‎that these levels of insurance will be available in the future at economical prices or at all. A successful product ‎liability claim could result in substantial cost to us. Even if the Company is fully insured as it relates to a particular claim, the ‎claim could nevertheless diminish the Company’s brand and divert management’s attention and resources, which ‎could have a negative impact on the Company’s business, financial condition and results of operations.‎

Shortfalls in available external research and development funding could adversely affect the Company.‎

‎The Company depends on its research and development activities to develop the core technologies used in its UAV ‎products and for the development of the Company’s future products. A portion of the Company’s research and ‎development activities can depend on funding by commercial companies and the Canadian government. Canadian ‎government and commercial spending levels can be impacted by a number of variables, including general ‎economic conditions, specific companies’ financial performance and competition for Canadian government ‎funding with other Canadian government-sponsored programs in the budget formulation and appropriation ‎processes. Moreover, the Canadian, federal and provincial governments provide energy rebates and incentives to ‎commercial companies, which directly impact the amount of research and development that companies ‎appropriate for energy systems. To the extent that these energy rebates and incentives are reduced or eliminated, ‎company funding for research and development could be reduced. Any reductions in available research and ‎development funding could harm the Company’s business, financial condition and operating results.‎

The Company could be prohibited from shipping its products to certain countries if it is unable to obtain ‎Canadian government authorization regarding the export of its products, or if current or future export laws limit ‎or otherwise restrict the Company’s business.‎

The Company must comply with Canadian federal and provincial laws regulating the export of its products. In ‎some cases, explicit authorization from the Canadian government is needed to export its products. The export ‎regulations and the governing policies applicable to the Company’s business are subject to change. The Company ‎cannot provide assurance that such export authorizations will be available for its products in the future. ‎Compliance with these laws has not significantly limited the Company’s operations or sales in the recent past, but ‎could significantly limit them in the future. Non-compliance with applicable export regulations could potentially ‎expose the Company to fines, penalties and sanctions. If the Company cannot obtain required government ‎approvals under applicable regulations, the Company may not be able to sell its products in certain international ‎jurisdictions, which could adversely affect the Company’s financial condition and results of operations.‎

Negative consumer perception regarding the Company’s products‎ could have a material adverse effect on the demand for the Company’s ‎products and the business, results of operations, financial condition and cash flows of the Company.

The Company believes the UAV industry is highly dependent upon consumer perception regarding the ‎safety, efficacy, and quality of the UAV used. Consumer perception of these products can be ‎significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, ‎and other publicity regarding the use of UAV. There can be no assurance that future scientific research, ‎findings, regulatory proceedings, litigation, media attention, or other research findings or publicity will be ‎favourable to the UAV market. Future research reports, findings, regulatory proceedings, litigation, media ‎attention or other publicity that are perceived as less favourable than, or that question, earlier research ‎reports, findings or publicity could have a material adverse effect on the demand for the Company’s ‎products and the business, results of operations, financial condition and cash flows of the Company. The ‎dependence upon consumer perceptions means that adverse scientific research reports, findings, ‎regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, ‎could have a material adverse effect on the Company, the demand for the Company’s products, and the ‎business, results of operations, financial condition and cash flows of the Company. Further, adverse ‎publicity reports or other media attention regarding the safety, the efficacy, and quality of UAV based surveys in general, or the Company’s products specifically, ‎could have a material adverse effect.‎

If the Company fails ‎‎to successfully promote its product brand, this could have a material adverse ‎effect on the Company’s business, prospects, ‎‎financial condition and results of operations‎.

The Company believes that brand recognition is an important factor to its success. If the Company fails ‎‎to promote its brands successfully, or if the expenses of doing so are disproportionate to any increased ‎‎net sales it achieves, it would have a material adverse effect on the Company’s business, prospects, ‎‎financial condition and results of operations. This will depend largely on the Company’s ability to ‎‎maintain trust, be a technology leader, and continue to provide high-quality and secure technologies, ‎‎products and services. Any negative publicity about the Company or its industry, the quality and reliability of the Company’s technologies, products and services, the Company’s risk management ‎‎processes, changes to the Company’s technologies, products and services, its ability to effectively ‎‎manage and resolve customer complaints, its privacy and security practices, litigation, regulatory activity, and the experience of sellers and buyers with the Company’s products or services, could adversely affect the Company’s reputation and the confidence in and use of the ‎‎Company’s technologies, products and services. Harm to the Company’s brand can arise from ‎‎many sources, including; failure by the Company or its partners to satisfy expectations of service and quality; inadequate protection of sensitive information; compliance failures and claims; litigation and ‎‎other claims; employee misconduct; and misconduct by the Company’s partners, service ‎‎providers, or other counterparties. If the Company does not successfully maintain a strong and trusted brand, its business could be materially and adversely affected.‎ ‎

The Company may be subject to electronic communication security risks.

A significant potential vulnerability of electronic communications is the security of transmission of confidential information over public networks. Cyberattacks could result in unauthorized access to the Company’s computer systems or its third-party IT service provider’s systems and, if successful, misappropriate personal or confidential information. Anyone who is able to circumvent the Company’s security measures could misappropriate proprietary information or cause interruptions in its operations. The Company may be required to expend capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches.

Since the outset of the COVID-19 pandemic, there has been an increase in the volume and sophistication of targeted cyber-attacks. Pandemic-adjusted operations, such as work ‎from home arrangements and remote access to the Company’s systems, may pose heightened risk of ‎cyber security and privacy breaches and may put additional stress on the Company’s IT infrastructure. A failure of such infrastructure could severely limit the Company’s ability ‎to conduct ordinary operations or expose the Company to liability. To date, the Company’s systems have functioned capably, and it has not experienced a material impact to its ‎operations as a result of an IT infrastructure issue.‎ In addition, the outbreak of hostilities between Russia and Ukraine and the response of the global community to such aggression is widely seen as increasing the risk of state-sponsored cyberattacks.

Even the most well-protected IT networks, systems and facilities remain potentially vulnerable because the techniques used in attempted security breaches are continually evolving and generally are not recognized until launched against a target or, in some cases, are designed not to be detected and, in fact, may not be detected. Any such compromise of the Company’s or its third party’s IT service providers’ data security and access, public disclosure, or loss of personal or confidential business information, could result in legal claims and proceedings, liability under laws to protect privacy of personal information, and regulatory penalties, and could disrupt our operations, require significant management attention and resources to remedy any damages that result, and damage our reputation and customers willingness to transact business with us, any of which could adversely affect our business.

The Company’s business could be adversely affected if its consumer protection and data privacy practices are not ‎perceived as adequate or there are breaches of its security measures or unintended disclosures of its consumer data.‎

‎The rate of privacy law-making is accelerating globally and interpretation and application of consumer protection ‎and data privacy laws in Canada, the United States, Europe and elsewhere are often uncertain, contradictory and in ‎flux. As business practices are being challenged by regulators, private litigants, and consumer protection agencies ‎around the world, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with ‎the Company’s data and/or consumer protection practices. If so, this could result in increased litigation government ‎or court-imposed fines, judgments or orders requiring that the Company change its practices, which could have an ‎adverse effect on its business and reputation. Complying with these various laws could cause the Company to incur ‎substantial costs or require it to change its business practices in a manner adverse to its business.‎

‎The Company relies on its business partners, and they may be given access to sensitive and proprietary ‎information in order to provide services and support to the Company’s teams.‎

‎The Company relies on various business partners, including third-party service providers, vendors, licensing partners, ‎development partners, and licensees, among others, in some areas of the Company’s business. In some cases, these ‎third parties are given access to sensitive and proprietary information in order to provide services and support to the ‎Company’s teams. These third parties may misappropriate the Company’s information and engage in ‎unauthorized use of it. The failure of these third parties to provide adequate services and technologies, or the failure ‎of the third parties to adequately maintain or update their services and technologies, could result in a disruption to ‎the Company’s business operations. Further, disruptions in the financial markets and economic downturns may ‎adversely affect the Company’s business partners and they may not be able to continue honoring their obligations ‎to the Company. Alternative arrangements and services may not be available to the Company on commercially ‎reasonable terms or the Company may experience business interruptions upon a transition to an alternative partner ‎or vendor. If the Company loses one or more significant business partners, the Company’s business could be ‎harmed.‎

If the Company fails to protect, or incurs significant costs in defending, its intellectual property and other ‎proprietary rights, the Company’s business, financial condition, and results of operations could be materially ‎harmed.‎

‎The Company’s success depends, in large part, on its ability to protect its intellectual property and other proprietary ‎rights. The Company relies primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, ‎as well as license agreements and other contractual provisions, to protect the Company’s intellectual property and ‎other proprietary rights. However, a portion of the Company’s technology is not patented, and the Company may ‎be unable or may not seek to obtain patent protection for this technology. Moreover, existing Canadian legal ‎standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only ‎limited protection, may not provide the Company with any competitive advantages, and may be challenged by ‎third parties. The laws of countries other than Canada may be even less protective of intellectual property rights. ‎Accordingly, despite its efforts, the Company may be unable to prevent third parties from infringing upon or ‎misappropriating its intellectual property or otherwise gaining access to the Company’s technology. Unauthorized ‎third parties may try to copy or reverse engineer the Company’s products or portions of its products or otherwise ‎obtain and use the Company’s intellectual property. Moreover, many of the Company’s employees have access to ‎the Company’s trade secrets and other intellectual property. If one or more of these employees leave to work for ‎one of the Company’s competitors, then they may disseminate this proprietary information, which may as a result ‎damage the Company’s competitive position. If the Company fails to protect its intellectual property and other ‎proprietary rights, then the Company’s business, results of operations or financial condition could be materially ‎harmed. From time to time, the Company may have to initiate lawsuits to protect its intellectual property and other ‎proprietary rights. Pursuing these claims is time consuming and expensive and could adversely impact the ‎Company’s results of operations.‎

‎In addition, affirmatively defending the Company’s intellectual property rights and investigating whether the ‎Company is pursuing a product or service development that may violate the rights of others may entail significant ‎expense. Any of the Company’s intellectual property rights may be challenged by others or invalidated through ‎administrative processes or litigation. If the Company resorts to legal proceedings to enforce its intellectual property ‎rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, then the ‎proceedings could result in significant expense to the Company and divert the attention and efforts of the ‎Company’s management and technical employees, even if the Company prevails.‎

Obtaining and maintaining the Company’s patent protection depends on compliance with various procedural, document ‎submission, fee payment, and other requirements imposed by governmental patent agencies, and its patent ‎protection could be reduced or eliminated for non-compliance with these requirements.‎

‎The Canadian Intellectual ‎Property Office (“CIPO”), the United States Patent and ‎Trademark Office (“USPTO”) and various foreign national or international patent agencies ‎require compliance with a number of procedural, documentary, fee payment, and other similar provisions during ‎the patent application process. Periodic maintenance fees on any issued patent are due to be paid to the CIPO, the USPTO and ‎various foreign national or international patent agencies in several stages over the lifetime of the patent. While an ‎inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the ‎applicable rules, there are situations in which non-compliance can result in abandonment or lapse of the patent or ‎patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance ‎events that could result in abandonment or lapse of patent rights include, but are not limited to, failure to timely file ‎national and regional stage patent applications based on the Company’s international patent application, failure to respond to ‎official actions within prescribed time limits, non-payment of fees, and failure to properly legalize and submit ‎formal documents. If the Company fails to maintain the patents and patent applications covering its product candidates, its ‎competitors might be able to enter the market, which would have a material adverse effect on the Company’s business. ‎

While a patent may be granted by a national patent office, there is no guarantee that the granted patent is valid. ‎Options exist to challenge the validity of a patent which, depending upon the jurisdiction, may include re-‎examination, opposition proceedings before the patent office, and/or invalidation proceedings before the relevant ‎court. Patent validity may also be the subject of a counterclaim to an allegation of patent infringement.‎

Pending patent applications may be challenged by third parties in protest or similar proceedings. Third parties can ‎typically submit prior art material to patentability for review by the patent examiner. Regarding Patent Cooperation ‎Treaty applications, a positive opinion regarding patentability issued by the International Searching Authority does ‎not guarantee allowance of a national application derived from the Patent Cooperation Treaty application. The ‎coverage claimed in a patent application can be significantly reduced before the patent is issued, and the patent’s ‎scope can be modified after issuance. It is also possible that the scope of claims granted may vary from jurisdiction ‎to jurisdiction.‎

The grant of a patent does not have any bearing on whether the invention described in the patent application would ‎infringe the rights of earlier filed patents. It is possible to both obtain patent protection for an invention and yet still ‎infringe the rights of an earlier granted patent.‎

The Company may be sued by third parties for alleged infringement of their proprietary rights, which could be ‎costly, time-consuming and limit the Company’s ability to use certain technologies in the future.‎

‎The Company may become subject to claims that its technologies infringe upon the intellectual property or other ‎proprietary rights of third parties. Any claims, with or without merit, could be time-consuming and expensive, and ‎could divert the Company’s management’s attention away from the execution of its business plan. Moreover, any ‎settlement or adverse judgment resulting from these claims could require the Company to pay substantial amounts ‎or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit the Company’s use of ‎the technology. The Company cannot assure that it would be able to obtain a license from the third party asserting ‎the claim on commercially reasonable terms, if at all, that the Company would be able to develop alternative ‎technology on a timely basis, if at all, or that the Company would be able to obtain a license to use a suitable ‎alternative technology to permit the Company to continue offering, and the Company’s customers to continue ‎using, the Company’s affected product. An adverse determination also could prevent the Company from offering ‎its products to others. Infringement claims asserted against the Company may have a material adverse effect on its ‎business, results of operations or financial condition.‎

‎The Company may not be able to protect its intellectual property rights throughout the world.‎

‎Filing, prosecuting, and defending patents on all of the Company’s product candidates throughout the world would be ‎prohibitively expensive. Therefore, the Company has filed applications and/or obtained patents only in key markets ‎including the United States and Canada. Competitors may use the Company’s technologies in jurisdictions where it has not ‎obtained patent protection to develop their own products and their products may compete with products of the Company.‎‎

‎Failure to adhere to the Company’s financial reporting obligations and other public company requirements could adversely ‎affect the market price of the Common Shares.‎

‎The Company ‎is subject to ‎reporting and other obligations under applicable securities laws in Canada and the United States, and the rules ‎of the CSE and the Nasdaq. These reporting and other obligations ‎place significant demands on the Company’s management, administrative, operational and ‎accounting resources. If the Company is unable to meet such ‎demands in a timely and effective manner, ‎its ability to comply with its financial reporting obligations ‎and other rules applicable to reporting issuers ‎could be impaired. Moreover, any failure to maintain effective ‎internal controls could cause the Company ‎to fail to satisfy its reporting obligations or result in material misstatements in its ‎financial statements. If ‎the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating ‎‎results could be materially adversely affected which could also cause investors to lose confidence in its ‎reported ‎financial information, which could result in a reduction in the trading price of the Common ‎Shares.‎

In addition, the Company does not expect that its disclosure controls and procedures and internal ‎controls over financial reporting will ‎prevent all errors or fraud. A control system, no matter how well ‎designed and implemented, can provide only ‎reasonable, not absolute, assurance that the control ‎system’s objectives will be met. Further, the design of a control ‎system must reflect the fact that there ‎are resource constraints, and the benefits of controls must be considered ‎relative to their costs. Due to ‎the inherent limitations in all control systems, no evaluation of controls can provide ‎absolute assurance ‎that all control issues within an organization are detected. The inherent limitations include the ‎realities that ‎judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors ‎or ‎mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two ‎or more ‎people or by management override of the controls. Due to the inherent limitations in a control ‎system, ‎misstatements due to errors or fraud may occur and may not be detected in a timely manner or ‎at all‎.‎

We have limited operating experience as a publicly traded company in the U.S.

We have limited operating experience as a publicly traded company in the U.S. Although our management team have experience managing a publicly-traded company, there is no assurance that the past experience of our management team will be sufficient to operate the Company as a publicly traded company in the United States, including timely compliance with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”). We are required to develop and implement internal control systems and procedures in order to satisfy the periodic and current reporting requirements under applicable SEC regulations and comply with the listing standards of the Nasdaq. These requirements place significant strain on our management team, infrastructure and other resources. In addition, our management team may not be able to successfully or efficiently manage the Company as a U.S. public reporting company that is subject to significant regulatory oversight and reporting obligations.

‎If the Company is required to write down goodwill and other intangible assets, the Company’s financial ‎condition and results could be negatively affected. ‎

‎Goodwill impairment arises when there is deterioration in the capabilities of acquired assets to generate cash flows, ‎and the fair value of the goodwill dips below its book value. The Company is required to review its goodwill for ‎impairment at least annually. Events that may trigger goodwill impairment include deterioration in economic ‎conditions, increased competition, loss of key personnel, and regulatory action. Should any of these occur, an impairment of ‎goodwill relating to the acquisition of Dronelogics Systems Inc. could have a negative effect on the assets of the ‎Company.‎

From time to time, the Company may become involved in legal proceedings, which could adversely affect the ‎Company.‎

‎The Company may, from time to time in the future, become subject to legal proceedings, claims, litigation and ‎government investigations or inquiries, which could be expensive, lengthy, and disruptive to normal business ‎operations. In addition, the outcome of any legal proceedings, claims, litigation, investigations or inquiries may be ‎difficult to predict and could have a material adverse effect on the Company’s business, operating results, or ‎financial condition.‎

The Company’s directors and officers may have conflicts of interest in conducting their duties.

Because directors and officers of the Company are or may become directors or officers of other ‎reporting companies or have significant shareholdings in other technology companies, the directors and ‎officers of the Company may have conflicts of interest in conducting their duties. The Company and its ‎directors and officers will attempt to minimize such conflicts. In the event that such a conflict of interest ‎arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from ‎voting for or against a particular matter in which the director has the conflict. In appropriate cases, the ‎Company will establish a special committee of independent directors to review a particular matter in ‎which several directors, or officers, may have a conflict. In determining whether or not the Company will ‎participate in a particular program and the interest therein to be acquired by it, the directors will primarily ‎consider the potential benefits to the Company, the degree of risk to which the Company may be ‎exposed and its financial position at that time. Other than as indicated, the Company has no other ‎procedures or mechanisms to deal with conflicts of interest.‎

Our Articles ‎provide that the Company must indemnify a director or former director against all judgments, penalties ‎or fines to which such person is or may be liable by reason of such person being or having been a director of the ‎Company and the executive officers and directors may also have rights to indemnification from the Company, ‎including ‎pursuant to directors’ and officers’ liability insurance policies, that will survive termination of their ‎‎agreements‎.‎

Risks Related to Our Common Shares

The market price of the Common Shares may be highly volatile.‎

The market price of the Common Shares may be highly volatile and could be subject to wide fluctuations ‎in response to a number of factors that are beyond our control, including but not limited ‎to‎

If the market price of our Common Shares drops significantly, shareholders could institute securities class action ‎lawsuits against us, regardless of the merits of such claims. Such a lawsuit could cause us to incur substantial ‎costs and could divert the time and attention of our management and other resources from our business. This ‎could harm our business, results of operations and financial condition.‎

There is no guarantee that an active trading market for our Common Shares will be maintained on ‎the CSE and/or the Nasdaq. Investors may not be able to sell their Common Shares quickly or at the ‎latest market price if the trading in our Common Shares is not active.‎

Our Common Shares are currently listed on the CSE, Nasdaq, and the Frankfurt Stock Exchange, however, our shareholders may be unable to sell significant quantities of Common Shares into the public ‎trading markets without a significant reduction in the price of their Common Shares, or at all and there can be no guarantee that an active trading market for the Common Shares ‎may be maintained. There can be no assurance that ‎there will be sufficient liquidity of our Common Shares on the trading market, and that we will continue to meet ‎the listing requirements of the CSE, the Nasdaq or any other public listing exchange.

Future issuances of equity securities by us or sales by our existing shareholders may cause the price ‎of our Common Shares to fall.‎

The market price of our Common Shares could decline as a result of issuances of securities or sales by our ‎existing shareholders in the market, including by our directors, executive officers and significant shareholders, or ‎the perception that these sales could occur. Sales of our Common Shares by shareholders might also make it ‎more difficult for us to sell Common Shares at a time and price that we deem appropriate. We also expect to ‎issue Common Shares in the future. Future issuances of Common Shares, or the perception that such issuances ‎are likely to occur, could affect the prevailing trading prices of the Common Shares.‎

We may never pay dividends over the foreseeable future.‎

Investors should not rely on an investment in our Common Shares to provide dividend ‎income. The Company does not anticipate that it will pay any cash dividends to holders of its Common ‎Shares in the foreseeable future. Instead, the Company plans to retain any earnings to maintain and expand ‎its operations. In addition, any future debt financing arrangement may contain terms prohibiting or limiting ‎the amount of dividends that may be declared or paid on its Common Shares. Accordingly, investors must ‎rely on sales of their Common Shares after price appreciation, which may never occur, as the only way to ‎realize any return on their investment. As a result, investors seeking cash dividends should not purchase the ‎Company’s Common Shares.‎

The Company may be classified as a “passive foreign investment company” for U.S. federal income tax purposes, which would subject U.S. investors that hold the Company’s Common Shares to potentially significant adverse U.S. federal income tax consequences.

If the Company is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any taxable year, U.S. investors holding Common Shares generally will be subject, in that taxable year and all subsequent taxable years (whether or not the Company continued to be a PFIC), to certain adverse US federal income tax consequences. The Company will be classified as a PFIC in respect of any taxable year in which, after taking into account its income and gross assets (including the income and assets of 25% or more owned subsidiaries), either (i) 75% or more of its gross income consists of certain types of  “passive income” or (ii) 50% or more of the average quarterly value of its assets is attributable to “passive assets” (assets that produce or are held for the production of passive income). Based upon the current and expected composition of the Company’s income and assets, the Company believes that it was not a PFIC for the taxable year ended December 31, 2021 and expects that it will not be a PFIC for the current taxable year. Nevertheless, because the Company’s PFIC status must be determined annually with respect to each taxable year and will depend on the composition and character of the Company’s assets and income, and the value of the Company’s assets (which may be determined, in part, by reference to the market value of Common Shares, which may be volatile) over the course of such taxable year, the Company may be a PFIC in any taxable year. The determination of whether the Company will be or become a PFIC may also depend, in part, on how, and how quickly, the Company uses its liquid assets and the cash raised in an offering. If the Company determines not to deploy significant amounts of cash for active purposes, the Company’s risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that the Company will not be a PFIC for any future taxable year. In addition, it is possible that the U.S. Internal Revenue Service may challenge the Company’s classification of certain income and assets as non-passive, which may result in the Company being or becoming a PFIC in the current or subsequent years.

If the Company is a PFIC for any year during a U.S. holder’s holding period, then such U.S. holder generally will be required to treat any gain realized upon a disposition of Common Shares, or any “excess distribution” received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution, unless the U.S. holder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to its Common Shares. A U.S. holder who makes a QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. holders should be aware that there can be no assurance that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. holders with information that such U.S. holders require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. holder wishes to make a QEF Election. Thus, U.S. holders may not be able to make a QEF Election with respect to their Common Shares. A U.S. holder who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s basis therein. Each U.S. holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.‎

United States investors may not be able to obtain enforcement of civil liabilities against us.

‎

The Company is incorporated under the laws of British Columbia, Canada, and its principal executive offices are located in Canada. Most of the Company’s directors and officers and most of the experts named in this Annual Report reside outside of the United States and all or a substantial portion of the Company’s assets and the assets of these persons are located outside the United States. Consequently, it may not be possible for an investor to effect service of process within the United States on the Company or those persons. Furthermore, it may not be possible for an investor to enforce judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws or other laws of the United States against those persons or the Company. There is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon United States federal securities laws and as to the enforceability in Canadian courts of judgments of United States courts obtained in actions based upon the civil liability provisions of the United States federal securities laws. Therefore, it may not be possible to enforce those actions against the Company, certain of the Company’s directors and officers or the experts named in this Annual Report.

We are an emerging growth company and intend to take advantage of reduced disclosure requirements ‎applicable to emerging growth companies, which could make our Common Shares less attractive to ‎investors.‎

We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth ‎company until the earliest to occur of (i) the last day of the fiscal year in which we have total annual gross ‎revenue of $1.07 billion or more; (ii) December 31, 2026 (the last day of the fiscal year ending after the fifth ‎anniversary of the date of the completion of the first sales of its common equity pursuant to an effective ‎registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”)); (iii) ‎the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-‎year period; or (iv) the date we qualify as a “large accelerated filer” under the rules of the SEC, which means the ‎market value of our Common Shares held by non-affiliates exceeds $700 million as of the last business day of ‎its most recently completed second fiscal quarter after we have been a reporting company in the United States ‎for at least 12 months. For so long as we remain an emerging growth company, we are permitted to and intend to ‎rely upon exemptions from certain disclosure requirements that are applicable to other public companies that ‎are not emerging growth companies. These exemptions include not being required to comply with the auditor ‎attestation requirements of Section 404 (“Section 404”) of the Sarbanes-Oxley Act (2002), as amended (the “Sarbanes-Oxley Act”).‎

We may take advantage of some, but not all, of the available exemptions available to emerging growth ‎companies. We cannot predict whether investors will find our Common Shares less attractive if we rely on these ‎exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active ‎trading market for our Common Shares and the price of our Common Shares may be more volatile.

We will incur increased costs as a result of operating as a public company in the United States ‎and our management will be required to devote substantial time to new compliance initiatives.‎

As a U.S. public company, particularly if or when we are no longer an “emerging growth company” as defined ‎under the JOBS Act, we will incur significant legal, accounting and other expenses, in addition to those we ‎currently incur as a Canadian public company, that we did not incur prior to being listed in the United States. In ‎addition, the Sarbanes-Oxley Act, and rules implemented by the SEC and Nasdaq impose various other ‎requirements on public companies, and we will need to spend time and resources to ensure compliance with our ‎reporting obligations in both Canada and the United States.‎

For example, pursuant to Section 404, we will be required to furnish a report by our management on our internal ‎control over financial reporting (“ICFR”), which, if or when we are no longer an emerging growth company, must ‎be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm. ‎To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, ‎which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the ‎adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that ‎controls are functioning as documented and implement a continuous reporting and improvement process for ‎ICFR. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will ‎be able to conclude within the prescribed timeframe that our ICFR is effective as required by Section 404. This ‎could result in a determination that there are one or more material weaknesses in our ICFR, which could cause an ‎adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated ‎financial statements.‎

In addition, becoming a public company in the United States will increase legal and financial compliance as well ‎as regulatory costs, such as additional Nasdaq fees, and will make some of our public company obligations ‎more time consuming. We intend to invest resources to comply with evolving laws, regulations and standards in ‎both Canada and the United States, and this investment may result in increased general and administrative ‎expenses and increased diversion of management’s time and attention from revenue-generating activities to ‎compliance activities. If our efforts to comply with public company laws, regulations and standards in the ‎United States are insufficient, regulatory authorities may initiate legal proceedings against us and our business ‎may be harmed.‎

We also expect that being a public company in the United States and complying with applicable rules and ‎regulations will make it more expensive for us to obtain sufficient levels of director and officer liability insurance ‎coverage. This factor could also make it more difficult for us to attract and retain qualified executive officers and ‎members of our Board of Directors.‎

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. ‎issuer, which may limit the information publicly available to our U.S. shareholders.‎

We currently qualify as a “foreign private issuer” under applicable U.S. federal securities laws and, therefore, are ‎not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. As a result, we do ‎not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file ‎with or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under ‎Canadian securities laws. In addition, our officers, directors and principal shareholders are exempt from the ‎reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our ‎shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase ‎or sell our securities as the reporting periods under the corresponding Canadian insider reporting requirements are ‎longer. In addition, as a foreign private issuer, we are exempt from the proxy rules under the Exchange Act. We ‎are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-‎public information. While we expect to comply with the corresponding requirements relating to proxy statements ‎and disclosure of material non-public information under Canadian securities laws, these requirements differ from ‎those under the Exchange Act and Regulation FD and shareholders should not expect to receive in every case the ‎same information at the same time as such information is provided by U.S. domestic issuers.‎

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance ‎practices, except to the extent that such laws would be contrary to U.S. federal securities laws and Nasdaq ‎listing rules and provided that we disclose the requirements we are not following and describe the Canadian ‎practices we follow instead. We plan to rely on this exemption in part. As a result, our shareholders may not have ‎the same protections afforded to shareholders of U.S. domestic issuers that are subject to all U.S. corporate ‎governance requirements.‎

At some point in the future, we may cease to qualify as a foreign private issuer. If we cease to ‎qualify, we will be subject to the same reporting requirements and corporate governance requirements as a U.S. ‎domestic issuer, which may increase our costs of being a public company in the ‎United States.‎

Name, Address and Incorporation

The Company was incorporated as Drone Acquisition Corp. (“DAC”) under the Business Corporations Act (British Columbia) (the “BCBCA”) on June 1, 2018 ‎for the purpose of reorganizing and recapitalizing the business of Draganfly Innovations Inc. (“Former Draganfly”). Effective July 17, 2019, the Company amended its articles to ‎remove various classes of ‎authorized but unissued preferred shares and replace them with only one class of preferred ‎shares (the “Preferred Shares”). Effective August 15, 2019, the Company changed its name to “Draganfly Inc.” On ‎August 22, 2019, the Company amended its articles to re-designate its Class A Common Shares as ‎Common ‎Shares‎.‎

The Company’s head office is located at 2108 St. George Avenue, Saskatoon, Saskatchewan S7M 0K7. The Company’s telephone number is (800) 979-9794. The Company’s registered office is located at Suite 2800, Park Place, 666 Burrard Street, Vancouver, British ‎Columbia V6C 2Z7. ‎ The Company’s registered agent in the United States is C T Corporation System, 1015 15^th Street N.W., Suite 1000, Washington, D.C., 20005 and its telephone number is (202) 572-3133.

General Development of the Business of the Company

Founded in 1998, we believe that Former Draganfly, is recognized as one of the first commercial multi-rotor manufacturers and has a legacy for its innovation and superior customer service. Zenon Dragan is the founder of Former Draganfly and is a recognized leading expert on UAV.

Former Draganfly introduced its first systems in 1999 and since evolved and shaped the UAV industry. The Company’s aircraft are widely used by public safety agencies worldwide and we believe that we were one of the first UAV to receive a FAA (Federal Aviation Administration) Certificate of ‎‎Authorization in the fall of 2009 with the Mesa County Colorado Sheriff’s Office. In 2013, the Royal Canadian Mounted Police flew one of the Company’s drones to locate and save the life of an accident victim.

We believe that Draganfly aircraft have achieved many industry firsts, including:

Three Year History

A detailed description on the significant developments of the business of the Company over the last three completed financial years is set out below.

Financial year ended December 31, 2019

On August 15, 2019, DAC, its wholly-owned subsidiary 1187607 B.C. Ltd. (“Subco”) and Former Draganfly completed a business combination transaction (the “Going Public Transaction”) pursuant to a ‎business combination agreement dated January 31, 2019 among the Company, Subco and Former Draganfly (the ‎‎”Combination Agreement”) whereby: (i) Former Draganfly completed settlement of certain overdue debt in the aggregate ‎of $2,779,726; (ii) Former Draganfly continued to British Columbia (being the corporate law ‎jurisdiction of the Company and Subco); (iii) Subco amalgamated (the “Amalgamation”) with Former ‎Draganfly to form the amalgamated wholly-owned subsidiary of the Company, Draganfly Innovations Inc.; and (iv) the Company changed its name to “Draganfly Inc.”‎

Under the Amalgamation, holders of common shares of Former Draganfly (“Former Draganfly Shares”) (other than ‎dissenting shareholders) received 1.794 Common Shares for each Former Draganfly share held by such Former ‎Draganfly shareholder. Consequently, the Company owns 100% of Draganfly Innovations Inc. and the Former Draganfly ‎shareholders became shareholders of the Company.

‎‎The Company completed a non-brokered private placement offering on May 22, 2019 and August 6, 2019 (the “Subscription Receipt Offering”) of securities raising aggregate gross proceeds of $7,025,749.50 through the issuance of 14,051,499 ‎subscription receipts of the Company (“Subscription Receipts”) at a price of $0.50 per Subscription Receipt. The ‎Subscription Receipt Offering was required in order to satisfy closing conditions of the Going Public Transaction. Each subscription ‎receipt automatically converted, without payment of additional consideration and without any ‎further action on the part of the holder, into one unit of the Company upon the completion of the Going Public Transaction and the listing of the Common Shares on the CSE. Each unit consisted of one Common Share and one transferable Common ‎Share purchase warrant. Each warrant entitled the holder to purchase one Common Share at a ‎price of $0.50 for a period 12 months following the issuance of the warrants.

‎The Company completed the listing of its Common Shares for trading on the CSE under ‎the symbol “DFLY” on November 5, 2019.

The Board and the ‎Company’s senior management were reconstituted in conjunction with the completion of the ‎Going Public Transaction to consist of four directors, Cameron Chell, Denis Silva, ‎Scott Larson and Olen Aasen, and Cameron Chell as Chairman and CEO and Paul Sun as CFO and Corporate ‎Secretary.

On November 7, 2019, the Company announced that Andrew Hill Card Jr. was appointed to the Board.

On November 15, 2019, the Company completed the listing of its Common Shares for trading ‎on the Frankfurt Stock Exchange under the trading symbol “3U8”.

Financial year ended December 31, 2020

On January 9, 2020, the Company completed the listing of its Common Shares for trading ‎on the OTCQB Venture Market of the OTC Markets under the symbol “DFLYF”.

On March 26, 2020, the Company announced that it had been selected as the exclusive global systems integrator for a project with Vital Intelligence Inc. (“Vital”), a healthcare data services and deep learning company, in conjunction with the University of South Australia, using technology developed with help from the Australian Department of Defence Science and Technology Group.

On April 30, 2020, the Company completed the acquisition of all of the shares of Dronelogics Systems Inc. for a purchase price of $2,000,000 paid by way of a cash payment of $500,000 and 3,225,438 Common Shares at a deemed price of $0.50 per Common Share. In connection with the acquisition, Justin Hannewyk, President of Dronelogics Systems Inc., was appointed to the Board.

‎On June 18, 2020, the Company announced that John M. Mitnick was appointed to the Board.

On July 3, 2020, the Company announced that Scott Larson, a director of the Company, was appointed President of the Company.

On July 6, 2020, Draganfly completed a non-brokered private placement of 961,538 Common Shares at a price of $0.52 per Common Share for gross proceeds of $500,000.

On July 16, 2020, Draganfly completed an issuance of shares for a debt transaction for payment of a third-party strategic vendor’s invoices. Draganfly issued an aggregate of 555,409 Common Shares at a deemed price of $0.55 per Common Share to settle $305,475.03 of outstanding debt.

On December 2, 2020, the Company announced that it had completed an initial closing of its Regulation A+ offering of units of the Company (the “Regulation A+ Offering”). The Company issued 2,556,496 units at price of US$0.47 per unit for gross proceeds in the amount of US$1,201,553 in the first closing. Each unit is comprised of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to acquire one Common Share at a price of US$0.71 per Common Share until November 30, 2022. The Common Shares and Warrants issued in connection with the offering were subject to a nine month hold period which expired on August 30, 2021.

On December 22, 2020, the Company announced that it had been selected by Coldchain Technology Services, LLC (“Coldchain”) to immediately develop and provide flight services of a robust vaccine delivery payload for use in critical regions for drone delivery of the COVID-19 vaccine.

Financial year ended December 31, 2021

On January 6, 2021, the Company announced the awarding of a new patent for a vertical take-off and landing cargo delivery drone with variable center of gravity.

On January 21, 2021, the Company announced that it had been selected to provide engineering and development services for a drone-based air support defense system for Integrated Launcher Solutions Inc. (“ILS”). The Company entered into a memorandum of understanding with ILS with the objective to create the terms and conditions surrounding a project management and development agreement for the production of ILS’s multi-launching air support defence system.

On March 2, 2021, the Company announced that it will be the exclusive supplier of drones to Woz ED’s drone program across its ‎national K-12 curriculum with the expected deployment of approximately 3000 drones in ‎‎2021‎. The Company entered into a memorandum of understanding with Woz ED with the objective to create the terms and conditions surrounding a business agreement. The memorandum of understanding automatically terminated after 60 days.

On March 9, 2021, the Company announced that it had completed the final closing of the Regulation A+ Offering. The Company issued 32,443,457 units at price of US$0.47 per unit for gross proceeds in the amount of approximately US$15.3 million in the final closing. Each unit is comprised of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to acquire one Common Share at a price of US$0.71 per Common Share for a period of two years from the date of issuance. The Common Shares and Warrants issued in connection with the offering were subject to a nine month hold period.

On March 9, 2021, the Company also announced that it has entered into an asset purchase agreement with Vital to purchase all the assets of Vital (the “Vital Asset Acquisition”) in consideration for: (a) a cash payment of $500,000 with $50,000 paid upon execution of the asset purchase agreement, $200,000 to be paid at closing and $250,000 to be paid on the six-month anniversary date of closing; and (b) 6,000,000 units of the Company with each unit being comprised of one Common Share and one common share purchase warrant. Each warrant will entitle the holder to acquire one Common Share for a period of 24 months following closing at an exercise price of $2.67 per Common Share and the Company will be able to accelerate the expiry date of the warrants after one year in the event the underlying common shares have a value of at least 30% greater than the exercise price of the warrants. The units will be held in escrow following closing with 1,500,000 units being released at closing and the remainder to be released upon the Company reaching certain revenue milestones received from the purchased assets. The Company completed the Vital Asset Acquisition on March 25, 2021.

On March 23, 2021, the Company announced that it signed a services deal to deploy EagleEye™ AI flight services with Windfall Geotek Inc. Windfall Geotek Inc. contractually agreed to have Draganfly provide $1,000,000 in flight services over the course of the next year with $500,000 already directly funded and allocated.

On May 13, 2021, the Company announced that it entered into a definitive agreement with Coldchain to develop, deploy and operate solutions for the delivery of medical supplies, medicine, and vaccines. The definitive agreement provides for phase one of a planned five-phase roll-out for the comprehensive development, deployment, and operation of a medical drone delivery service as well as the development of a solution for the timely delivery of medical supplies, medicine, and vaccines. Phase one will also include working with various regulatory bodies, including the FAA, to obtain licenses and approvals for initial non-commercial beta test delivery routes. Phase one has a value of US$125,000, to be executed over a maximum of 10 months and the parties have agreed to negotiate an extension to the definitive agreement for phase two prior to the expiry of phase one. Under phase two, Coldchain will commit to purchasing no less than US$625,000 in equipment and services from Draganfly.

On May 19, 2021, the Company announced that it signed a contract with ILS for the development, prototyping, and eventual production of a non-lethal 40 mm ‎multi-‎launching systems that can be mounted and deployed from drones, drone systems, robots, ‎robotic systems, and other stationary platforms or similar systems. As part of the contract, Draganfly provided ILS with strategic vendor financing of US$150,000 to assist in the development of the project and in consideration ILS granted Draganfly a worldwide royalty equal to 8% of the gross revenue received from the project for a period of five years from earlier of the repayment date or maturity date of the loan. The loan is secured against the intellectual property related to the project.

On July 22, 2021, the Company announced the expected listing of its Common Shares on the Nasdaq, subject to meeting the final listing requirements of the Nasdaq.

On July 27, 2021, the Company announced that in connection with the proposed listing of the Common Shares on the Nasdaq, the Company will consolidate its Common Shares effective July 29, 2021 (the “Consolidation”) on a basis of one new Common Share for every five then issued and outstanding Common Shares under a new CSE stock symbol “DPRO”.

On July 29, 2021, the Company announced that its application to list its Common Shares on the Nasdaq was approved by The Nasdaq Stock Market LLC and the Common Shares began trading on July 30, 2021 under the ticker “DPRO”.

On August 3, 2021, the Company announced that it completed an underwritten public offering in the United States (the “US Offering”) of 5,000,000 post-Consolidation Common Shares at a price of US$4.00 per Common Share, for total gross proceeds of approximately US$20,000,000, before deducting underwriting discounts and expenses of the US Offering. ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the US Offering.

On August 12, 2021, the Company announced that it launched its new, North American designed and built, Draganflyer Commander2 drone system. The Draganflyer Commander2 is a small Unmanned Aerial System (sUAS) and replaced the Company’s Commander platform launched in 2015.

On September 9, 2021, the Company announced that Julie Myers Wood was appointed to the Board and that Justin Hannewyk resigned from the Board.

On September 15, 2021, the Company announced that the over-allotment option granted to the underwriters in connection with the US Offering was exercised in respect of 95,966 post-Consolidation Common Shares. The exercise of the over-allotment at US$4.00 per Common Share produced additional gross proceeds of US$383,864, bringing the aggregate gross proceeds to Draganfly under the US Offering to US$20,383,864, before deducting underwriting discounts and expenses of the US Offering.

On September 22, 2021, the Company announced that it entered into an exclusive manufacturing agreement with Valqari LLC (“Valqari”) to produce Valqari’s Drone Delivery Stations. As per the manufacturing agreement, Draganfly will be the exclusive manufacturer of Valqari’s Drone Delivery Stations. Valqari will be ordering at least $400,000 of manufacturing services during the initial phase of the agreement.

On October 12, 2021, the Company announced that it signed a minimum $9 million manufacturing agreement with Digital Dream Labs, Inc. (“DDL”) to design and develop an AI consumer companion robot drone. As per the terms of the agreement, Draganfly will be the exclusive manufacturer and assembler of the drone. DDL will order at least 50,000 units annually with delivery starting in 2022. The drone will be integrated into DDL’s existing product family, including support, sales and distribution channels used for its other consumer robots. Draganfly has also been granted a right of first refusal to become the exclusive manufacturer and assembler of subsequent drone or UAV-based robots to be added to DDL’s product portfolio. The parties have entered into a binding letter agreement reflecting the above terms and will use commercially reasonable efforts to enter into a definitive agreement. The binding letter agreement will govern the relationship between DDL and Draganfly and there can be no assurance that a definitive agreement will be completed or entered into amongst the parties.

January 1, 2022 to the Effective Date

On March 22, 2022, the Company announced that it had received an order for the Company’s Medical Response and Search and Rescue Drones from Coldchain for immediate deployment with Revived Soldiers Ukraine. Draganfly will provide an immediate combined total of 10 North American-made Medical Response and Search and Rescue Drones. In addition, Draganfly will be donating three drone systems to Revived Soldiers Ukraine. The total initial order size (subject to conditions) is up to 200 units.

Significant Acquisitions During 2021

Draganfly did not complete any significant acquisitions during its most recently completed financial year for which disclosure is required under Part 8 of National Instrument 51-102 — Continuous Disclosure Obligations of the Canadian Securities Administrators.

Market for Securities

Trading Price and Volume of Common Shares

The Common Shares are listed and posted for trading on the CSE under the symbol “DPRO”. The ‎following table sets forth the price range (high and low prices) in Canadian dollars of the Common ‎Shares (on a post-Consolidation basis) and volume traded on the CSE, for the periods indicated ‎(as reported by the CSE)‎‎.

Note:

Prior Sales

The following table summarizes the issuances of unlisted securities (on a post-Consolidation basis) for the year ended December 31, ‎‎2021: ‎

Notes:

Escrowed Securities

The following table summarizes the Company’s securities (on a post-Consolidation basis) that remain in escrow or subject to restrictions ‎‎on transfer as of the date hereof:

Notes:

Dividends

The Company has not declared or paid a dividend. Other than the requirements of the BCBCA, there are ‎‎no restrictions on the Company that would prevent it from paying a dividend. However, as of April 3, 2022, the Board intends to retain any future earnings (when available) for ‎reinvestment in ‎the Company’s business, and therefore, it has no current intention to declare or pay ‎dividends on the ‎Common Shares in the foreseeable future. Any future determination to pay dividends ‎on the Common ‎Shares will be at the sole discretion of the Board of Directors after considering a variety ‎of factors and ‎conditions existing from time to time including its earnings, financial condition and other ‎relevant factors.

Legal Proceedings and Regulatory Actions

Draganfly is not, and has not been at any time within the most recently completed financial year, a party ‎to any legal proceedings, nor is or was Draganfly’s property the subject of any legal proceedings, known ‎or contemplated, that involves a claim for damages exclusive of interest and costs that met or exceeded ‎‎10% of the Company’s current assets.‎

Further, there have not been any (a) penalties or sanctions imposed against the Company by a court ‎relating to securities legislation or by a securities regulatory authority during the year ended December ‎‎31, 2020, (b) any other penalties or sanctions imposed by a court or regulatory body against the ‎Company that would likely be considered important to a reasonable investor in making an investment ‎decision, or (c) settlement agreements entered into by the Company before a court relating to securities ‎legislation or with a securities regulatory authority during the year ended December 31, 2021‎.

Interests of Management and Others in Material Transactions

Other than as set forth herein, or as previously disclosed, the Company is not aware of any material ‎interests, ‎direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or ‎executive officer ‎or any shareholder holding more than 10% of the Common Shares or any associate or ‎affiliate of any of the ‎foregoing in any transaction within the three most recently completed financial ‎years or during the current ‎financial year or any proposed or ongoing transaction of the Company which ‎has or will materially affect the ‎Company.

Auditor, Transfer Agent and Registrar

The auditors of the Company are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional ‎Accountants, 1500-1700, 1140 W Pender Street, Vancouver, BC V6E 4G1.‎

Endeavor Trust Corporation is the transfer agent and registrar for the Common Shares at its principal ‎office in Vancouver, British Columbia‎.

Interests of Experts

There is no person or company whose profession or business gives authority to a statement made by ‎such person or company and who is named as having prepared or certified a statement, report or ‎valuation described or included in a filing, or referred to in a filing, made under NI 51-102 by the ‎Company during, or related to, the Company’s most recently completed financial year other than Dale ‎Matheson Carr-Hilton Labonte LLP, the Company’s auditors.‎

Dale Matheson Carr-Hilton Labonte LLP are the auditors of the Company and have confirmed that they ‎are independent with respect to the Company within the meaning of the relevant rules and related ‎interpretations prescribed by the relevant bodies in Canada and any applicable legislation or regulations.‎

Denis Silva, a director of the Company, is a lawyer at DLA Piper (Canada) LLP, which law firm provides ‎legal services to the Company. As of the date hereof, the associates and partners of DLA Piper ‎‎(Canada) LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding ‎Common Shares. ‎

Additional Information

Additional information about the Company is available on SEDAR at www.sedar.com and on our website at www.draganfly.com. We do not incorporate the contents of our website or of www.sedar.com into this Annual Report. Information on our website does not constitute part of this Annual Report. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which can be viewed as www.sec.gov.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal ‎holders of ‎Draganfly’s securities and securities authorized for issuance under equity compensation ‎plans, where applicable, ‎will be contained in ‎Draganfly’s information circular for the next annual meeting ‎of shareholders that involves the ‎election of directors and additional information as provided in ‎‎Draganfly’s comparative financial statements for its ‎most recently completed financial year. Draganfly ‎will provide this information to any person, upon request made ‎to the Chief Financial Officer of ‎‎Draganfly at 2108 St. George Avenue Saskatoon, Saskatchewan S7M 0K7. The ‎documents will also be ‎located on SEDAR at www.sedar.com.‎

Additional financial information is provided in the Company’s comparative financial statements and ‎‎management’s discussion and analysis for the period ended December 31, 2021, which are also ‎available on ‎SEDAR.‎

General

The Company is a manufacturer, contract engineering, and product development ‎company within the UAV and ‎health space, serving the public safety, agriculture, industrial inspections, monitoring, spraying, and mapping and ‎surveying ‎markets. We provide sustainable, custom and “off-the-shelf” ‎hardware, services, and solutions to ‎companies and government agencies. Our mission is to deliver products that ‎provide vital information to our ‎customers with the hopes of saving time, money and lives‎.

Drone Industry Overview

Drones or UAV have rapidly evolved from a military origin to commercial and civil government ‎applications from security to farming. The increased automation of drones provides additional value to ‎existing workflows, triggering more widespread adoption. A global shift to sustainable and eco-friendly ‎options has further increased demand for drone usage.

Drone applications are being utilized in multiple industries on a global basis. A portion of manned ‎military aircraft (“MMA”) created the drone industry as a safe, inexpensive option. Defense will remain the ‎largest market over the foreseeable future. However, the mobile phone industry created an affordable ‎technology stack for drones. The ability to carry a camera enabled many people to utilize the platforms ‎for media production and beyond. That demand initiated in the consumer market and has migrated along ‎with technological advancements into the growth of commercial drone industry.‎

The major segments of the drone market are drone hardware, software and services. Drone hardware are ‎the physical goods, including drone platforms, aerial mobility platforms and components and systems. ‎The software segment includes flight planning, navigation and computer vision, unmanned traffic ‎management (“UTM”), fleet operations, ecosystems, networks and software development kits (“SDKs”). The ‎services aid the drone hardware and software manufacturers. They include drone service providers ‎‎(“DSPs”), system integrators, pilot training providers, retailers and marketplaces, coalitions and ‎organizations, drone test sites, insurance providers and university/educational facilities.‎

Drone application methods are being used by a variety of industries today. There are approximately ‎eight methods that are garnering the most attention: mapping, surveying, inspection, ‎filming/photography, dispensing/spraying, warehousing, monitoring/detection, and delivery. These ‎applications are being used today by the civil government, educational facilities, agricultural, ‎construction, health care, real estate, energy, transportation, insurance, security, and scientific industries. ‎According to Drone Industry Insights, the fastest growing drone application method will be delivery and ‎is forecasted at 28.6% CAGR over the next five years¹; however, this will not happen without intense ‎industry scrutiny and regulation.‎

Products and Services

The Company can provide its customers with an entire suite of products and services that include: quadcopters, ‎fixed wing ‎aircrafts, ground based robots, handheld controllers, flight training, and software used for tracking, live ‎streaming, ‎and data collection. In addition, Draganfly has launched a health/telehealth platform. The initial focus of the platform is a COVID-19 screening set of technologies that remotely detects a number of key COVID-19 respiratory symptoms. The Company is also offering sanitary spraying services to indoor and outdoor public gathering spaces such as sport stadiums and fields to provide additional protection against the spread of contagious viruses such as COVID-19. ‎

¹ See Global Drone Market Report 2020-2025

The Company generates revenues across the following categories

The Company did not derive significant revenue from any customers that exceed 10% ‎of total revenues for ‎the year ended December 31, 2021. At December 31, 2020 the Company had one custom engineering customer from which it received revenues in excess of 10% of total revenues for the fiscal year ($474,701).‎

Draganfly Products

‎‎Quadcopters and Multirotors

‎The Company is among the longest-running manufacturers of quadcopters and multirotor drones in the world. Draganfly’s quadcopters and multirotor drones include the following:‎

Universal Control System

The Draganfly Universal Control System is a complete, handheld ground control system that is built to ‎integrate with other software and hardware systems. The Draganfly Universal Control System is designed ‎to provide precise control over sUAS helicopters, fixed-wing, and ground-based robots. Draganfly ‎software provides sophisticated flight planning, automated takeoff, grid following, waypoints, landing, ‎data collection, and video downlink.‎

Software

The Draganfly Surveyor drone flight planning software is an intuitive, easy to use, application that ‎enables customers to quickly plan, fly, and process meaningful data. Based on the project, camera type, ‎optics, and altitude, the drone software determines the appropriate camera shutter interval, aircraft ‎speed, and flight plan to capture the optimum required photo overlap to generate 2D and 3D maps and ‎models. The Draganfly Surveyor directly integrates with Pix4Dmapper for survey-grade results and can ‎be used alongside other third-party photogrammetry programs.‎

Vital Intelligence

Draganfly installs standalone and airborne health ‎assessment systems at locations such as universities, hotels, casinos, family entertainment complexes, ‎shopping centers, and other high-traffic locations. These systems effectively measure social distancing ‎and visitors’ vital signs like temperature, cough, and respiratory rate to identify high-risk visitors. Vital ‎Intelligence is a data platform that turns an existing camera into a touchless symptom detection system, ‎measuring vital signs and social distancing. Draganfly integrates this technology into a variety of ‎platforms and camera systems – both on the ground and in the air – to assess people coming into and ‎traveling throughout a facility.‎

Draganfly Services

Custom Engineering

Draganfly is a contract engineering partner for government agencies, enterprise organizations, academic ‎institutions, and businesses of all sizes. The Draganfly team’s truest capabilities are actualized during the ‎engineering process as hardware designers, software designers, engineers, project managers, and ‎vertical-specific experts come together to build custom drone solutions for its partners. Draganfly’s end-‎to-end engineering services include:‎

Training

Draganfly offers custom-designed training packages that are tailored to specific operations and use ‎cases. The Company also offers basic training for new UAV owners, up to advanced classes for users ‎who understand the fundamentals and are looking for new ways to increase flight efficiency or comply ‎with federal regulations.‎

Flight Services

Draganfly has a team of qualified pilots that conduct flights on behalf of its customers. The team ‎specializes in working with emergency services including police, fire, and search and rescue personnel. ‎Draganfly also supports industrial applications, utility and power companies, environmental and ‎agricultural entities and others.‎

Spraying Services

Draganfly operates, in partnership with a leader in natural and organic disinfectants, to ‎administer a sanitization spraying service in large public venues by misting a surface spray across the ‎entire venue in four to six hours.‎

Principal Markets

Draganfly has more than 20 years of experience designing and manufacturing professional drones for ‎military, public safety, energy, agriculture, and insurance. Draganfly has sold products and services to a number of countries but predominantly focuses on the North American market given its geographical ‎location.‎

Military and Government

Military and government contractors have partnered with Draganfly to improve personnel and infrastructure ‎safety. Draganfly works with partners to design and manufacture custom airframes, design and develop ‎payloads, and manage complex flight operations. Draganfly team members hold advanced pilot ‎certificates and are approved to fly in controlled airspace and at airports. Since the Company’s ‎development team is cleared by Canada’s Controlled Goods Program, the team is permitted to handle ‎ITAR equipment and technologies, and the Company’s facilities are built to protect those technologies ‎and ensure they are only handled by approved personnel.‎

Public Safety

In 2013, the Royal Canadian Mounted Police flew one of the Company’s drones to locate and save the life of an accident victim, which we believe was one of the first times a public safety organization used a UAV to save a life. Years later, the Company is still a ‎leader in using drone technology to keep the public safe. Draganfly works with its partners to identify ‎unknowns, such as substances, spills, packages, and chemicals while not putting human lives at risk‎. ‎Draganfly builds aerial and ground systems with custom payloads and sensors to scan scenes, survey ‎public events, locate objects, and clear debris faster and more safely than on-the-ground manpower. The ‎Company also empowers its partners to maximize existing infrastructures via custom API integrations ‎that ensure Draganfly’s technology enhances their safety systems.‎

Environmental and Energy

Draganfly offers a suite of commercial UAV solutions for energy companies and those servicing the ‎energy market, like surveyors and consultants. Draganfly equips energy companies with the hardware ‎and software they need to optimize existing operations, improve safety, and respond after a natural ‎disaster. Partners can use Draganfly hardware and 3D modeling software to remotely inspect sites that ‎would put human lives at risk. They also conduct environmental monitoring with Draganfly’s sample ‎collection solutions, assessing water and ground pollution, gas composition, infrastructure, and other ‎environments.‎

Agriculture

Draganfly works with its partners to collect high-quality data, using multi- and hyper-spectral imaging, 3D ‎modeling, and a suite of sophisticated sensor technology that assesses environmental factors. Seed ‎companies use Draganfly technology to optimize growth season, measuring seed trial results throughout ‎the research and development process. Farmers can use Draganfly flight and data collection services to ‎monitor hectares of land year-round, assessing factors like fertilizer efficiency, weed production, and ‎more. ‎

Operations

Canadian Operations

Draganfly Innovation Inc.’s products are manufactured at its machine shop within its leased head office ‎based in Saskatoon, Saskatchewan, Canada. Draganfly Innovations Inc. operates the fully operational ‎facility located at 2108 St. George Avenue, Saskatoon, SK S7M 0K7. This facility is to be used only for ‎the purposes of Draganfly Innovations Inc. operating its business of design, development, production, ‎distribution, sale and/or licensing of drones or robots, or such other use as permitted by the landlord ‎from time to time. ‎

Dronelogics Systems Inc.’s products and services are provided through its leased space located at Unit 319, 2999 ‎Underhill Avenue, ‎Burnaby, British Columbia‎. ‎

‎United States Operations

‎The Company, through its wholly-owned subsidiary, Draganfly Innovations USA Inc., has an ‎office in ‎Palm Beach ‎Gardens, Florida that currently stores some inventory for operations in the ‎United States‎. ‎

The Company has derived its revenues across the following primary geographic market segments for the last three fiscal years:

Competitive Conditions

Although Draganfly is acknowledged as a drone industry pioneer that we believe was the first to develop the commercial multi rotor ‎helicopter, there ‎are now many drone hardware companies in the world. As technology ‎has improved ‎and costs for hardware and software have come down, the line between consumer and commercial ‎‎drones has blurred. Historically, Draganfly has serviced early adopters in the public safety industry. At ‎this stage of ‎the commercial drone adoption curve, the average public safety organization (local, ‎regional, and even federal law ‎enforcement, for example), are quite budget conscious. Hence, these ‎organizations tend to use lower cost drones ‎that have become quite sophisticated that can accomplish ‎most of their use cases. The dominant company in the industry is ‎DJI, the Chinese drone company that ‎is reputed to own over 70% of the consumer and now commercial drone ‎market. The majority of DJI’s ‎drones are geared towards broad applications involving the masses. Draganfly has ‎moved away from ‎competing directly with DJI and in some cases sells DJI products through its subsidiary, Dronelogics Systems Inc., or ‎has chosen to serve niche markets outside of where DJI tends to ‎be. ‎There are also some organizations that tend to be US based that either prefer or are mandated to not use ‎foreign ‎drones such as those produced by DJI. Some of these organizations are sensitive to their work ‎being exposed to that ‎of overseas governments which has at least for the time being, created a niche ‎market for players such as ‎Draganfly. The combined shift away from foreign made drones (national security issues) and regulatory improvements by the FAA in respect of drone usage is driving industry demand. As Draganfly has evolved to move with the industry trends, the ‎Company now uses DJI drones as part ‎of some of its customization and engineering services work. ‎Draganfly has also moved into innovative engineering ‎procurement which is very specialized. As the drone industry matures, this may bring more competitors to this space or ‎the ‎Company’s customers may choose to develop the in-house expertise to do the work that they currently ‎‎outsource to Draganfly. However, it is the Company’s view that there will be a growing customer base ‎that will ‎require very specialized work that only a handful of companies can do.‎

The market remains highly competitive. Private equity continues to significantly capitalize drone start-ups at industry high valuations. The publicly-traded companies in the drone segment trade at different valuations, with a steep discount to private-equity backed ventures. Some of the other publicly traded companies we may compete with include Alpine 4 Tech, Inc., Aerovironment Inc., EHang Holdings Limited, AgEagle, Drone Delivery Canada, Inc., and Red Cat Holdings, Inc.

Regulatory Framework

A new regulatory framework relating to the use of drones in Canada was published by Transport ‎Canada ‎in January 2019 and came into effect on June 1, 2019. The changes, published in the ‎Canadian Aviation ‎Regulations (“CARs”), Part IX, introduce new rules based on the weight of the RPA and the intended ‎operation. This framework creates three broad ‎categories of RPAS: (i) small RPAS in limited (low risk) ‎operations (“Small RPAS Basic”); (ii) ‎small RPAS in advanced (complex) operations (“Small RPAS ‎Advanced”); and (iii) all other RPA ‎operations that fall outside (i) and (ii) above. These regulations focus ‎on foundational issues ‎such as aircraft marking and registration, pilot knowledge and certification, ‎airworthiness of the ‎aircraft, and flight rules.‎

Small RPAS Basic are defined as RPAS weighing between 250 grams and 25 kilograms and operated in ‎rural ‎and unpopulated areas. These RPAS will require identification markings, including name, address ‎‎and contact information of the owner and pilot of the RPA. Pilots must be at least 14 years of ‎age and ‎must hold a valid Basic RPA licence that is specific to small drones. Additional ‎restrictions are imposed ‎that include that the RPA cannot operate: (i) within approximately 30 meters of ‎people or open-air ‎assemblies of people, (ii) above 400 feet, (iii) within approximately 1.85 kilometers of ‎heliports or (iv) ‎within approximately 5.5 kilometers of airports. These regulations require the RPA to ‎always be operated ‎within visual line-of-sight.‎

Small RPAS Advanced are defined as RPAS weighing between 250 grams and 25 kilograms and ‎operated in ‎urban and/or populated areas. These RPAS will require identification, marking and ‎registration ‎with Transport Canada as well as meeting specified design standards acceptable to ‎Transport ‎Canada. The RPA will be assigned a unique identification/registration number issued by ‎Transport ‎Canada. Pilots must be at least 16 years of age and must hold a valid Advanced RPAS licence ‎‎that is specific to small drones. Approval for operation must be granted by Air Traffic Control ‎when ‎operating in controlled airspace or near controlled aerodromes. A set of flight rules must be ‎followed at ‎all times for these more complex operations. Restrictions, including distances from ‎people, are ‎determined based on the safety certification of the RPA being operated. The RPA ‎must always be ‎operated within visual line-of-sight.‎

The current legislation utilizes a similar Special Flight Operations Certificate (“SFOC”) application ‎‎process, as the previous regulations, to approve any operations that do not fit within the ‎regulatory ‎regime set out above, such as operating beyond visual-line-of-sight. For those wishing ‎to operate ‎outside of the regulatory framework set out in CARs, part IX, there will be a variety of ‎SFOC application ‎processes tailored to the nature and use of the RPA. The more complex and ‎riskier the proposed ‎operation, the more thorough and detailed the SFOC application process.‎

Those operators requiring an SFOC must apply to the Transport Canada Civil Aviation Regional ‎Office at ‎least 30 working days prior to the date of the proposed RPAS operation. Transport ‎Canada has wide ‎discretion in reviewing and approving SFOC applications; however, to date the ‎Company has never been ‎refused an SFOC for which it has applied. The purpose of the SFOC ‎application review is to ensure that ‎the proposed operation is safe and associated risks have ‎been adequately mitigated by the Company.‎

In April 2020, Transport Canada published a Notice of Proposed Amendment (defined herein as “NPA”) as the first ‎step in ‎the publication of new regulations for beyond visual line-of-sight operations. The NPA ‎provided a ‎synopsis of the high-level policies Transport Canada is proposing to support beyond ‎visual line-of-sight ‎operations in lower risk environments such as remote and isolated areas. ‎These new regulations will also ‎provide clear direction and guidance on the use of heavier aircraft ‎‎(up to 650 kilograms), operations at ‎higher altitudes than currently permitted in CARs, Part IX, and will ‎set the foundation for an operator ‎certification program. Once published, these regulations will ‎permit routine beyond visual-line-of-sight ‎operations without the need for the Company to request ‎specific permission for each operation, as is ‎currently required with the current SFOC process. ‎ The first draft of these regulations were expected to be published in Canada Gazette in Spring of 2021; however, as at the date of this Annual Report, the first draft has not been published.‎

The Company is currently fully compliant with all current regulatory requirements and has applied ‎for, and ‎received Transport Canada approval for several SFOCs.‎

Components

The Company obtains hardware components, various subsystems and systems, and raw materials from ‎a limited group of suppliers. The Company does not have long-term agreements with any of these ‎suppliers that obligate such suppliers to continue to sell components, subsystems, systems or products ‎to the Company. The Company’s reliance on these suppliers involves significant risks and uncertainties, ‎including whether suppliers will provide an adequate supply of required raw materials, components, ‎subsystems, or systems of sufficient quality, will increase prices for the raw materials, components, ‎subsystems or systems, and will perform their obligations on a timely basis. See “‎Item 3.D.‎ Risk Factors”.‎

Intangible Properties

Intangibles such as patents, software, specific technology know-how, and applications expertise all have ‎a significant effect on the Company’s business. The Company has been focused on developing ‎proprietary technology which meets or exceeds anticipated Canadian government requirements relating to drone delivery. By virtue ‎of being one of the first commercial ‎UAV companies in the industry, the Company’s subsidiary, Draganfly ‎Innovations Inc., holds commercial patents. ‎

The Company has the following patents and patents pending in the application ‎stage in its portfolio and intends to continue to expand and grow its intellectual property portfolio:‎

The Company also has the following registered trademarks and pending ‎applications‎:‎

Market Opportunity

Drones have rapidly evolved from their military origin to commercial and civil government applications from ‎security to farming. The increased automation of drones provides additional value to existing workflows, triggering ‎more widespread adoption. A global shift to sustainable and eco-friendly options has further increased demand for ‎drone usage. Lastly, regulatory amendments are anticipated to have an ongoing impact on the drone industry. ‎According to Drone Industry Insights, the commercial and private drone market could grow from $22.5 billion in ‎‎2020 to $42.8 billion in 2025, representing compound annual growth rate (“CAGR”) of 13.8%.³‎

Drone application methods are being used by a variety of industries today. The most active segments are Mapping, ‎Surveying, Inspection, Filming/photography, dispensing/spraying, warehousing, monitoring/detection, and delivery. ‎These applications are being used today by the civil government, educational facilities, agricultural, construction, ‎health care, real estate, energy, transportation, insurance, security, and scientific industries for public safety, data ‎collection and profit. According to the Drone Industry Insights, the fastest growing drone application method will be ‎delivery and is forecasted at 28.6% CAGR over the next five years and it is widely believed over 100,000 new jobs will ‎be created in the drone market by 2025.⁴ However, regulatory hurdles and intense industry scrutiny need to be ‎addressed.‎

² The US application is suspended pending registration of the Canadian mark

³ See Global Drone Market Report 2020-2025

⁴ See Global Drone Market Report 2020-2025

Our existing products are configured to meet the needs of multiple industries. We continue to add new customers in ‎different market verticals. We are actively designing and developing new products and services to meet increased ‎customer demands.‎

Growth Strategy

Draganfly markets its products and services as a drone solution platform that enables customer to do things not ‎easily done before and to collect data not easily available before. Draganfly provides solutions to our customers ‎utilizing drones and adjunct technologies. Sensors, software, AI and more all make up this ability to provide ‎solutions that only a company with end-to-end capabilities can provide. Draganfly grows by dealing with the ‎decision makers in organizations who generally have budget control and/or profit and loss responsibility. Draganfly will ‎continue to develop specific solutions and IP for industry verticals by working directly with customers. Draganfly ‎will also pursue an acquisition strategy focused on adding additional capabilities to its platform that strengthen its ‎value proposition of being able to provide new and total solutions that other drone companies cannot. Draganfly is focused on growth through developing new products, expanding its customer base, and pursuing accretive acquisition opportunities, both within and outside North America, in new markets that complement its existing portfolio.

Sales and Marketing

Draganfly plans to expand it sales and market capabilities in three key areas. First, Draganfly intends to implement a sales force that has the ability ‎to build relationships and sell specifically designed solutions into industry verticals. This sales force will be ‎specialized into segments that sell either direct or into a channel dependent on the specific product or service ‎solution being provided. Draganfly plans to expand business development personnel that can work with specific industries to envision ‎and develop new product lines and services not yet contemplated by our customers. Second, Draganfly plans to drive greater market ‎awareness of the Draganfly brand via public relations as well as an expanded marketing pushing via specific ‎sponsorships of events that complement and highlight the Draganfly technology. i.e., sporting events where ‎Draganfly’s Vital Intelligence Technology is used to provide health screening for spectators and/or staff; or, where ‎Draganfly’s 20hr + spraying solution via drones is used to disinfect and coat the stadium from pathogens. ‎Third, Draganfly plans targeted marketing and advertising via tradeshows/conferences which are virtual or physical (post ‎COVID restrictions) as well as target digital advertising campaigns used to generate inbound inquires for specific products, services or ‎solution opportunities.

Customers

Key customers are customers looking to gain strategic advantage in particular markets via the use of drones and ‎drone technology. These are often large organization with a specific problem that they are currently solving in an ‎expensive manner which usually means the use of teams of people or expensive personnel. By designing solution ‎and providing everything from design to manufacturing to sensor development and even giving recognition on ‎patents of IP development (not with commercial interest) to providing the services and housing the data we develop ‎customer relationships that are very “sticky”. ‎

Specialized Skill and Knowledge

There is a specialized skill required for the development, operations, maintenance, sales and marketing ‎of the Company’s technology. The Company’s current staff possesses the necessary skills and ‎knowledge required for the Company’s business; however, additional employees may be added to staff ‎as needed. All operational staff hold the appropriate licenses and certificate as mandated by Transport ‎Canada.‎

Changes to Contracts

No aspect of Draganfly’s business is anticipated to ‎be affected in the current financial year by renegotiation or termination of any contract. ‎

Capital Expenditures

During the years ended December 31, 2021, 2020 and 2019, we did not undertake any capital expenditures.

We have three wholly-owned subsidiaries. The following chart shows the Company’s subsidiaries:‎

Draganfly Innovation Inc.’s products are manufactured at its machine shop within its leased head office ‎located at ‎‎‎2108 St. George Avenue, Saskatoon, SK S7M 0K7 (approximately 3,800 square feet in size).‎

Dronelogics Services Inc.’s services are provided through its leased space located at Unit 319, 2999 Underhill ‎‎Avenue, ‎Burnaby, British Columbia (approximately 2,752 square feet in size). ‎‎

The Company, through its wholly-owned subsidiary, Draganfly Innovations USA Inc., has a leased ‎office at 3910 ‎RCA Boulevard, Suite 1015, Palm Beach Gardens, Florida where inventory is stored (approximately 1,600 square ‎feet in size).‎

See also “‎Item 4.B.‎ Business Overview Operations – Operations”.

Not applicable.

The management’s discussion and analysis of the Company for the year ended December 31, 2021 is included in this Annual Report in Exhibit 15.1.

The following table sets forth the name, office held, age, and functions and areas of experience in the Company of each of our directors and senior management:

Notes:‎

The directors listed above will hold office until the next annual meeting of the Company or until their ‎successors are elected or appointed. ‎There are no family relationships among our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of our directors or executive officers was selected.

As at March 28, 2022, the directors and senior officers of Draganfly, as a group, beneficially own or ‎control, directly or indirectly, 738,389 Common Shares or 2.2% of the issued and outstanding Common ‎Shares.‎

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of management, no director or executive officer as at the date hereof, is or was within ‎‎10 years before the date hereof, a director, chief executive officer or chief financial officer of any ‎company (including Draganfly), that (a) was subject to an order that was issued while the director or ‎executive officer was acting in the capacity as director, chief executive officer or chief financial officer, ‎or (b) was subject to an order that was issued after the director or executive officer ceased to be a ‎director, chief executive officer or chief financial officer and which resulted from an event that occurred ‎while that person was acting in the capacity as director, chief executive officer or chief financial officer. ‎For the purposes hereof, “order” means (a) a cease trade order, (b) an order similar to a cease trade ‎order, or (c) an order that denied the relevant company access to any exemption under securities ‎legislation, that was in effect for a period of more than 30 consecutive days.‎

To the knowledge of management, other than as disclosed herein, no director or executive officer of ‎Draganfly, or a shareholder holding a sufficient number of securities of Draganfly to affect materially the ‎control of the company (a) is, as at the date hereof, or has been within the 10 years before the date ‎hereof, a director or executive officer of any company (including Draganfly) that, while that person was ‎acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, ‎made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted ‎any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or ‎trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become ‎bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject ‎to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver ‎manager or trustee appointed to hold the assets of the director, executive officer or shareholder.‎

By Order of the Supreme Court of Newfoundland and Labrador dated June 17, 2020, Deloitte ‎Restructuring Inc. ‎was appointed as the receiver and manager of all current and future assets, ‎undertakings, and properties of the ‎Kami Mine Limited Partnership, Kami General Partner Limited, and ‎Alderon Iron Ore Corp. The receivership was ‎initiated by a secured creditor of the Kami Mine Limited ‎Partnership after its failure to refinance the secured debt ‎due to the COVID-19 pandemic. Mr. Aasen was ‎Corporate Secretary of Alderon Iron Ore Corp. and Secretary and ‎Director of Kami General Partner ‎Limited until April 28, 2020.‎

Penalties or Sanctions

Other than as disclosed herein‎, no director, executive officer or shareholder holding a sufficient number ‎of securities of Draganfly to materially affect the control of the Company has been subject to: (i) any ‎penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory ‎authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other ‎penalties or sanctions imposed by a court or regulatory body that would likely be considered important ‎to a reasonable investor in making an investment decision.‎

Pursuant to a settlement agreement (the “Settlement Agreement”) dated November 6, 1998 that Cameron ‎Chell, Chief Executive Officer, Chairman and a director of the Company, signed with the Alberta Stock ‎Exchange (the “ASE”), Mr. Chell agreed to the following sanctions: ‎

The matters respecting the Settlement Agreement are as set forth in an ASE Notice to Members dated ‎November 12, 1998, which provides that: ‎

Conflicts of Interest

There are potential conflicts of interest to which the directors and officers of Draganfly will be subject to ‎in connection with the operations of Draganfly. In particular, certain of the directors and officers of ‎Draganfly are involved in managerial or director positions with other companies whose operations may, ‎from time to time, be in direct competition with those of Draganfly or with entities which may, from time ‎to time, provide financing to, or make equity investments in, competitors of Draganfly. ‎

In accordance with the applicable corporate and securities legislation, directors who have a material ‎interest or any person who is a party to a material contract or a proposed material contract with ‎Draganfly are required, subject to certain exceptions, to disclose that interest and generally abstain from ‎voting on any resolution to approve the contract. In addition, the directors are required to act honestly ‎and in good faith with a view to the best interests of Draganfly. Certain of the directors and each of the ‎executive officers of Draganfly have either other employment or other business or time restrictions ‎placed on them and accordingly, these directors of Draganfly will only be able to devote part of their ‎time to the affairs of Draganfly. To the extent that conflicts of interest arise, such conflicts will be ‎resolved in accordance with the provisions of the applicable corporate law.‎

Summary Compensation Table

For the year ended December 31, 2021, our directors and executive officers received compensation for services, as follows:

Notes:‎

All of our directors are elected at the annual general meeting of our shareholders and each holds such office until his or her successor is elected or appointed, unless his or her office is earlier vacated by way of the director’s resignation or death or under any of the relevant provisions of our Articles or the BCBCA.

Employment, Consulting and Directors’ Service Contracts

The Company is not a party to any contract, agreement, plan or arrangement that provides for ‎‎payments to a director or executive officer at, following or in connection with any termination (whether ‎‎voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company, its ‎‎subsidiaries or affiliates or a change in a director or executive officer responsibilities, other than as ‎‎described below.‎

The Company’s consulting agreement, as amended, (the “Chell Consulting Agreement”) with 1502372 Alberta Ltd. (the “Consultant”) requires the Company to pay monthly fees of C$33,333.33 (amounting to C$400,000 annually) for the provision by of executive services by the Consultant to the Company, and in this regard, has Cameron Chell hold the position of Chairman and Chief Executive Officer of the Company and contains the following provisions: (a) where termination notice is given by the Company, other than for certain specified reasons as set out in the Chell Consulting Agreement, the Company shall give the Consultant at least 60 days’ advance notice in writing; and (b) where termination is given by the Consultant, the Consultant shall give the Company 60 days’ advance notice in writing. If the Chell Consulting Agreement is terminated pursuant to either (a) or (b) above, then the Consultant will be entitled to the fees earned to the effective date of termination and any expenses incurred on behalf of the Company prior to the effective date of termination which are otherwise reimbursable by the Company pursuant to the terms of the Chell Consulting Agreement. The Consultant is also entitled a bonus as determined by the Compensation Committee equal to 100% of the Consultant annual fees. The Consultant is a private company controlled by Cameron Chell. During the year ended December 31, 2021, the Company and the Consultant entered into an amending agreement to the Chell Consulting Agreement to increase the monthly fees from US$14,166.67 (amounting to US$170,000 annually) to C$33,333.33 (amounting to C$400,000 annually).

The Company’s consulting agreement, as amended, (the “Larson Consulting Agreement”) with Scott Larson requires the Company pay (a) an annual base salary of C$250,000 and (b) as determined by the Compensation Committee, an annual bonus of up to the base salary, for the provision by of executive services as President to the Company. If the Larson Consulting Agreement is terminated by the Company without just cause, Mr. Larson will be entitled to remuneration in the amount equal the base salary for a period of four months. During the year ended December 31, 2021, the Company and Mr. Larson entered into an amending agreement to the Larson Consulting Agreement to increase the annual base salary from US$140,000 to C$250,000.

The Company’s employment agreement, as amended, (the “Sun Agreement”) with Paul Sun requires the Company pay (a) an annual base salary of C$220,000 and (b) as determined by the Company’s Compensation Committee, an annual bonus of up to the base salary, for the provision of executive services as Chief Financial Officer to the Company. If the Sun Agreement is terminated by the Company without just cause, Mr. Sun will be entitled to remuneration in the amount equal the base salary and Mr. Sun’s last bonus earned divided by 12 and multiplied by six. Mr. Sun is also entitled to receive a lump sum payment equal to 18 months of his base salary and average bonus upon a change of control of the Company. During the year ended December 31, 2021, the Company and Mr. Sun entered into an amending agreement to the Sun Agreement to increase the annual base salary from C$150,000 to C$220,000.

The Company’s employment agreement, as amended, (the “Hannewyk Agreement”) with Justin ‎Hannewyk requires the Company pay (a) an annual base salary of C$180,000 and (b) as determined by the Company’s Compensation Committee, an annual bonus of up to the base salary, for the provision of executive services as President of ‎Dronelogics ‎Systems Inc‎. ‎If the Hannewyk Agreement is terminated by the Company without just cause, Mr. Hannewyk will be entitled to 12 months’ notice less the minimum amount of notice required under the British Columbia Employment Standards Act, or, in the Company’s sole discretion, payment of the base salary plus the cost of Mr. Hannewyk’s group benefits. The Company may terminate the Hannewyk Agreement at any time without cause during the six months following a change of control of the Company, and Mr. Hannewyk will be entitled to terminate the Hannewyk Agreement for good reason during the six months following a change of control of the Company, and Mr. Hannewyk would be entitled to receive a lump sum payment equal to the base salary plus the cost of Mr. Hannewyk’s group benefits. During the year ended December 31, 2021, the Company and Mr. Hannewyk entered into an amending agreement to the Hannewyk Agreement to increase the annual base salary from C$120,000 to C$180,000.

Audit Committee

The Audit Committee is a committee of the Board to which the Board delegates its responsibility for oversight of the financial reporting process. The Audit Committee is also responsible for managing, on behalf of our shareholders, the relationship between the Company and the external auditor.

Pursuant to National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators‎ (“NI 52-110”), the Company is required to disclose certain information with respect to its Audit Committee, as summarized below.

Audit Committee Terms of Reference

The Company must, pursuant to NI 52-110, have a written charter which sets out the duties and ‎responsibilities of its Audit Committee. The terms of reference of the Audit Committee are attached ‎hereto as Exhibit 15.2.‎

Audit Committee Composition

The following are the members of the Audit Committee:‎

Notes:

Relevant Education and Experience

All members of the Audit Committee have been either directly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or as a member of the Audit Committee. All members have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.

Olen Aasen

Mr. Aasen is a corporate and securities lawyer with more than 15 years of experience in corporate, ‎securities ‎and regulatory matters. He has been the Corporate Secretary, General Counsel or Vice ‎President, Legal at ‎various Canadian and U.S. listed companies. Mr. Aasen obtained a J.D. from the ‎University of British ‎Columbia in 2006 and was called to the British Columbia Bar in 2007. Mr. Aasen was ‎also appointed to the ‎‎2016 Legal 500 GC Powerlist for Canada‎.‎

Julie Myers Wood

Ms. Myers was appointed by President Bush to serve as Assistant Secretary of Homeland Security for Immigration and Customs Enforcement (ICE). Previously, Ms. Myers worked for the Office of Independent Counsel under Kenneth Starr and was appointed Assistant Secretary for Export Enforcement at the Department of Commerce. She currently is CEO for Guidepost Solutions, LLC, a leading investigative and compliance consulting firm where she leads a global team of investigators, experienced security and technology consultants, and compliance and monitoring experts across a multitude of industries including government and public service agencies.

John M. ‎Mitnick

Mr. Mitnick is an American attorney with 32 years of experience serving at the highest levels of government and the private sector. From February 2018 until September 2019, he served as the General Counsel of the U.S. Department of Homeland Security (DHS), having been confirmed for that position unanimously by the U.S. Senate. From March 2014 to February 2018, he served as Senior Vice President, General Counsel, and Secretary of The Heritage Foundation, an influential think tank, and from November 2007 to April 2013, he served as Vice President, General Counsel, and Secretary of a Raytheon division with more than US$3 billion in annual sales, more than 9,000 employees, and business operations in more than 40 countries and on all continents. Mr. Mitnick has also served on the Board of Directors of Valaurum, Inc., a private mint, from March 2016 to February 2018 and since October 2019. He received his Juris Doctor degree from the University of Virginia School of Law and a Bachelor of Arts degree in Jurisprudence from the University of Oxford. He also holds a Bachelor of Arts degree in History and Political Science (summa cum laude) from Emory University.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s financial year ended December 31, 2021, has the ‎Company relied on any exemption from NI 52-110, including Section 2.4 of NI 52-110 (De Minimis Non-‎Audit Services), or an exemption granted under Part 8 of NI 52-110.‎

The Company has relied upon the exemption provided by section 6.1 of NI 52-110 which exempts ‎venture issuers from the requirement to comply with the restrictions on the composition of its Audit ‎Committee‎.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board to review the performance of the Company’s external ‎auditors and approve in advance provision of services other than auditing and to consider the ‎independence of the external auditors, including reviewing the range of services provided in the context ‎of all consulting services bought by the Company. The Audit Committee is authorized to approve any ‎non-audit services or additional work which the Chairman of the Audit Committee deems as necessary ‎who will notify the other members of the Audit Committee of such non-audit or additional work‎.

External Auditor Service Fees

See “Item 16C. Principal Accountant Fees and Services”‎.

Compensation Committee

The Compensation Committee has the responsibility for reviewing matters relating to the ‎‎compensation of the directors, officers and employees of ‎‎the Company and its subsidiaries in the context of the budget and business plan of ‎‎the Company. As part of the mandate and responsibility of the Compensation ‎‎Committee, it is responsible for formulating and making recommendations to the Board ‎‎in respect of compensation issues relating to directors, officers and employees of the ‎‎Company. Without limiting the generality of the foregoing, the Compensation ‎‎Committee has the following responsibilities:‎

The Compensation Committee is composed of a majority of independent directors‎, being Scott Larson, Olen Aasen and Denis Silva. The Chairman of the ‎Compensation Committee is Scott Larson. ‎The Compensation Committee meets at least once per year and at such other times ‎‎as the Chairman of the Compensation Committee determines.‎

As at December 31, 2021, the Company had 41 employees (37 employees located in Canada and three employees located in the U.S.) and three full-‎time and three part-time consultants whose ‎services were, and continue to be, used on a regular basis for day-‎to-day operations.

The following table sets out the number of Common Shares, Options and RSUs (on a post-Consolidation basis) owned or over which control or direction is exercised by each our directors and executive officers and, where known after reasonable enquiry, by their respective associates or affiliates as at April 3, 2022.