SHARE CAPITAL | 20. SHARE CAPITAL Authorized share capital Unlimited number of common shares without par value. Issued share capital During the year ended December 31, 2021, - The Company issued 1,580,525 3,951,312 - The Company issued 149,999 - The Company issued 392,999 987,248 - The Company issued 15,000 - The Company issued 6,488,691 units for the Regulation A+ financing in the United States for proceeds of $ 18,815,485 . Each unit is comprised of one common share and one share purchase warrant. These warrants had a fair value of $0.57 USD allocated to them, have an exercise price of $3.55 USD per warrant, each convert to one common share, and have a life of two years. 8,261,511 - The Company issued 1,200,000 Each unit is comprised of one common share and one warrant. These warrants have an exercise price of $13.35 per warrant, each convert to one common share, and have a life of two years. - The Company issued 5,095,966 25,538,213 - The Company issued 359,009 978,478 - The Company issued 298,661 - The Company issued 12,500 26,875 - The Company issued 356,901 For the year ended December 31, 2020, - The Company issued 24,000 60,000 - The Company issued 20,000 50,000 - The Company issued 210,320 105,160 - The Company issued 73,000 36,500 - The Company issued 294,840 147,420 - The Company issued 121,840 60,920 - The Company issued 126,000 115,000 - The Company issued 645,088 common shares for the acquisition of Dronelogics and an additional 40,000 common shares as finder’s fees. - The Company issued 12,000 30,000 - The Company issued 45,600 114,000 - The Company issued 192,308 500,000 - The Company issued 111,082 344,354 38,879 - The Company issued 2,000 5,000 - The Company issued 2,200 5,500 - The Company issued 637,975 1,594,938 - The Company issued 7,117 - The Company issued 511,299 1,518,845 Each unit is comprised of one common share and one share purchase warrant. These warrants have an exercise price of $3.55 USD per warrant, each convert to one common share, and have a life of two years, expiring on November 30, 2022. - The Company issued 2,040 - The Company issued 2,647 - The Company issued 188,194 - The Company issued 15,000 37,500 Draganfly Inc. Notes to the Consolidated Financial Statements For The Year Ended December 31, 2021 Expressed in Canadian Dollars 20. SHARE CAPITAL (CONT’D) For the year ended December 31, 2019, - The Company issued 143,985 799,341 153,566 - The Company issued 222,965 1,000,000 - The Company issued 8,517,671 - The Company issued 9,065 22,662 2.50 - The Company issued 423,698 740,000 319,246 - The Company issued 63,388 8,833 212,908 - The Company issued 2,810,300 Each unit consists of one common share and one warrant. These warrants have an exercise price of $2.50 per warrant, each convert to one common share, and have a life of one year, expiring on October 25, 2020 Stock Options The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the CSE requirements, grant to directors, officers, employees, and technical consultants to the Company, non-transferable stock options to purchase common shares. The total number of common shares reserved and available for grant and issuance pursuant to this plan shall not exceed 20% (in the aggregate) of the issued and outstanding common shares from time to time. The number of options awarded and underlying vesting conditions are determined by the Board of Directors in its discretion. As at December 31, 2021, the Company had the following options outstanding and exercisable: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Grant Date Expiry Date Exercise Price Remaining Contractual Life (years) Number of Options Outstanding Number of Options Exercisable October 30, 2019 October 30, 2029 $ 2.50 7.84 296,665 296,665 November 19, 2019 November 19, 2029 $ 2.50 7.89 50,000 50,000 April 30, 2020 April 30, 2030 $ 2.50 8.33 87,000 78,666 April 30, 2020 April 30, 2030 $ 3.85 8.33 110,000 70,000 July 3, 2020 July 3, 2025 $ 3.20 3.51 200,000 166,666 November 24, 2020 November 24, 2030 $ 2.50 8.90 32,000 21,000 December 11, 2020 December 11, 2030 $ 2.15 8.95 12,500 12,500 February 2, 2021 February 2, 2031 $ 13.20 9.09 30,000 10,000 March 8, 2021 March 8, 2026 $ 13.90 4.19 10,000 5,000 April 27, 2021 April 27, 2031 $ 10.15 9.23 182,000 - September 9, 2021 September 9, 2026 $ 4.84 4.69 25,826 - 1,035,991 710,497 SUMMARY OF CHANGES IN STOCK OPTIONS Number of Options Weighted Average Exercise Price Outstanding, December 31, 2019 744,993 $ 2.50 Forfeited (43,334 ) 2.50 Granted 492,000 3.08 Outstanding, December 31, 2020 1,193,659 $ 2.75 Exercised (405,494 ) 2.50 Granted 247,826 10.12 Outstanding, December 31, 2021 1,035,991 $ 4.60 During the year ended December 31, 2021, - The Company granted 30,000 13.20 10 years - The Company granted 10,000 13.90 5 years - The Company granted 182,000 10.15 10 years - The Company granted 25,826 4.84 5 years Draganfly Inc. Notes to the Consolidated Financial Statements For The Year Ended December 31, 2021 Expressed in Canadian Dollars 20. SHARE CAPITAL (CONT’D) Stock Options (cont’d) During the year ended December 31, 2020, - The Company granted 89,000 2.50 10 years - The Company granted 120,000 options to consultants. Each option is exercisable at $ 3.85 per share for a period of 10 years from the grant date. - The Company granted 200,000 3.20 5 years - The Company granted 33,000 2.50 10 years - The Company granted 50,000 2.15 10 years During the year ended December 31, 2021, the Company recorded $ 1,660,894 1,724,853 and 2019 – $ 599,701 ) in stock-based compensation for stock options, based on the fair values of stock options granted which were estimated using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS Year ended December 31, 2021 2020 2019 Risk free interest rate 0.69% 1.40% 0.43% 0.66% 1.45% 1.46 % Expected volatility 62.84% 113.16% 113.53% 119.03% 100 % Expected life 5 years 5 10 7.5 Expected dividend yield 0 % 0 % 0 % Exercise price $ 4.84 13.90 $ 2.15 3.85 $ 2.50 Volatility is calculated using the historical volatility method based on a comparative company’s stock price. Restricted Share Units The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and technical consultants to the Company, restricted stock units (RSUs). The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion. RSUs will have a 3-year vesting period following the award date. The total number of common shares reserved and available for grant and issuance pursuant to this plan, and the total number of Restricted Share Units that may be awarded pursuant to this plan, shall not exceed 20% (in the aggregate) of the issued and outstanding common shares from time to time. As at December 31, 2021, the Company had the following RSUs outstanding: SUMMARY OF CHANGES IN RESTRICTED STOCK UNITS Number of RSUs Outstanding, December 31, 2019 634,997 Vested (199,998 ) Forfeited (68,333 ) Issued 248,000 Outstanding, December 31, 2020 614,666 Vested (448,660 ) Issued 348,826 Outstanding, December 31, 2021 514,832 Draganfly Inc. Notes to the Consolidated Financial Statements For The Year Ended December 31, 2021 Expressed in Canadian Dollars 20. SHARE CAPITAL (CONT’D) Restricted Share Units (cont’d) During the year ended December 31, 2021, 323,661 124,999 348,826 During the year ended December 31, 2020, the Company committed to grant 248,000 During the year ended December 31, 2021, the Company recorded share-based payment expense of $ 2,291,701 943,611 161,858 Warrants During the years ended December 31, 2021 and 2020, the Company issued warrants (“USD Warrants”) with a USD exercise price. Being in a foreign currency that is not the Company’s functional currency, these USD Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, these USD Warrants are revalued on a quarterly basis to fair market value with the change in fair value being recorded profit or loss. The initial fair value of these USD Warrants was parsed out from equity and recorded as a financial liability. To reach a fair value of the USD Warrants, a Black Scholes calculation is used, calculated in USD as the Company also trades on the Nasdaq. The Black Scholes value per USD Warrant is then multiplied by the number of outstanding warrants and then multiplied by the foreign exchange rate at the end of the period from the Bank of Canada. Warrant Derivative Liability SCHEDULE OF WARRANT DERIVATIVE LIABILITY Balance at January 1, 2020 $ - Warrant issuance 281,732 Change in fair value of warrants outstanding 466,902 Balance at December 31, 2020 $ 748,634 Warrant issuance 8,261,511 Exercised (98,048 ) Change in fair value of warrants outstanding (4,046,325 ) Warrant Balance at December 31, 2021 4,865,772 Derivative liability Warrants $ 4,865,772 Contingent consideration (note 4) 694,230 Contingent consideration at December 31, 2021 $ 5,560,002 Details of these warrants and their fair values are as follows: SCHEDULE OF WARRANTS AND FAIR VALUE OUTSTANDING Issue Date Exercise Price Number of Warrants Outstanding at December 31, 2021 Fair Value at December 31, 2021 Number of Warrants Outstanding at December 31, 2020 Fair Value at December 31, 2020 November 30, 2020 US$ 3.55 482,425 $ 182,262 511,299 $ 748,634 February 5, 2021 US$ 3.55 1,323,275 951,226 - - March 5, 2021 US$ 3.55 5,154,321 3,731,285 - - July 29, 2021 US$ 5.00 250,000 84,625 - - September 14, 2021 US$ 5.00 4,798 1,685 - - 7,214,819 $ 4,865,772 511,299 $ 748,634 Draganfly Inc. Notes to the Consolidated Financial Statements For The Year Ended December 31, 2021 Expressed in Canadian Dollars 20. SHARE CAPITAL (CONT’D) Warrants (cont’d) The fair values of these warrants were estimated using the Black-Scholes option pricing model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION FOR WARRANTS Year ended December 31, 2021 2020 Risk free interest rate 0.23% - 0.95 0.20% 0.24% Expected volatility 70.95% 144.59% 72.76% 74.10% Expected life 2 3 2 Expected dividend yield 0% 0% Volatility is calculated using the historical volatility method. During the year ended December 31, 2020, the Company amended the expiry date of the November 5, 2019 warrants from November 5, 2020 to November 5, 2021 provided that 25% of the warrants were exercised by October 21, 2020 and 25% were exercised by May 5, 2021. SUMMARY OF CHANGES IN WARRANTS Number of Warrants Weighted Average Exercise Price Outstanding, December 31, 2019 3,610,340 $ 2.05 Exercised (1,584,775 ) 1.50 Forfeited (120,000 ) 2.50 Issued 511,299 3.55 Outstanding, December 31, 2020 2,416,864 $ 2.95 Exercised (1,939,534 ) 2.54 Forfeited (6,000 ) 2.50 Issued 7,943,489 5.10 Outstanding, December 31, 2021 8,414,819 $ 4.99 As at December 31, 2021, the Company had the following warrants outstanding: SCHEDULE OF WARRANTS OUTSTANDING Date issued Expiry date Exercise price Number of warrants outstanding November 30, 2020 November 30, 2022 US$ 3.55 482,425 February 5, 2021 February 5, 2023 US$ 3.55 1,323,275 March 5, 2021 March 5, 2023 US$ 3.55 5,154,321 March 22, 2021 March 22, 2023 CDN$ 13.35 1,200,000 July 29, 2021 July 29, 2024 US$ 5.00 250,000 September 14, 2021 September 14, 2024 US$ 5.00 4,798 8,414,819 The weighted average remaining contractual life of warrants outstanding as of December 31, 2021, was 1.20 years (December 31, 2020 – 1.07 years). Of 1,200,000 900,000 Draganfly Inc. Notes to the Consolidated Financial Statements For The Year Ended December 31, 2021 Expressed in Canadian Dollars |