UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2024

 

Commission File Number: 001-40688

 

DRAGANFLY INC.

(Translation of registrant’s name into English)

 

235 103rd St. E.

Saskatoon, Saskatchewan S7N 1Y8

Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

☒ Form 20-F ☐ Form 40-F

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Draganfly Inc.
  (Registrant)
     
Date: August 13, 2024 By: /s/ Paul Sun
  Name: Paul Sun
  Title: Chief Financial Officer

 

 

 

 

Form 6-K Exhibit Index

 

Exhibit Number   Document Description
     
99.1   Unaudited Condensed Consolidated Interim Financial Statements for the Three and Six Months Ended June 30, 2024.
99.2   Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2024.
99.3   Certification of the CEO Pursuant to NI 52-109.
99.4   Certification of the CFO Pursuant to NI 52-109.

 

 

 

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Exhibit 99.1

 

 

Draganfly Inc.

 

Condensed Consolidated Interim Financial Statements - Unaudited

 

For the Three and Six Months Ended June 30, 2024

 

(Expressed in Canadian Dollars)

 

 
 

 

Draganfly Inc.

Condensed Consolidated Interim Statements of Financial Position - Unaudited

Expressed in Canadian Dollars

 

      June 30,   December 31, 
As at  Notes  2024   2023 
            
ASSETS             
Current Assets             
Cash  4  $5,290,547   $3,093,612 
Receivables  5   878,389    649,612 
Inventory  6   1,576,129    1,596,536 
Prepaids and Deposits  7   645,618    1,342,215 
 Total current assets      8,390,683    6,681,975 
              
Equipment  9   572,529    680,801 
Intangible assets      50,783    56,426 
Investments  8   179,727    189,403 
Receivable  5   156,200    - 
Right of use assets  10   550,617    721,687 
TOTAL ASSETS     $9,900,539   $8,330,292 
              
LIABILITIES AND SHAREHOLDERS’ EQUITY             
Current Liabilities             
Trade payables and accrued liabilities  12,19  $2,312,709   $2,638,981 
Customer deposits      110,993    104,715 
Deferred income  13   9,239    12,112 
Loans payable  14   1,686    85,058 
Derivative liability  15   9,382,960    4,196,125 
Lease liabilities  11   264,036    362,001 
 Total current liabilities      12,081,623    7,398,992 
              
Non-current Liabilities             
Deferred Income  13   86,567    95,562 
Lease liabilities  11   354,486    428,022 
TOTAL LIABILITIES      12,522,676    7,922,576 
              
SHAREHOLDERS’ EQUITY (DEFICIT)             
Share capital  15   102,448,909    97,070,976 
Reserve – share-based payments  15   7,444,407    6,870,139 
Accumulated deficit      (112,543,713)   (103,588,356)
Accumulated other comprehensive income      28,260    54,957 
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)      (2,622,137)   407,716 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)     $9,900,539   $8,330,292 

 

Nature and Continuance of Operations (Note 1)

Subsequent event (Note 21)

 

Approved and authorized for issuance by the Board of Directors on August 13, 2024.

 

“Scott Larson”   “Cameron Chell”
Director   Director

 

 2
 

 

Draganfly Inc.

Condensed Consolidated Interim Statements of Comprehensive loss - Unaudited

Expressed in Canadian Dollars

 

                        
      For the three months ended   For the six months ended 
      June 30, 2024   June 30, 2023   June 30, 2024   June 30, 2023 
                    
Sales of goods  16  $1,387,350   $1,581,358   $2,625,298   $2,962,174 
Provision of services  16   345,640    317,681    437,273    538,351 
TOTAL REVENUE      1,732,990    1,899,039    3,062,571    3,500,525 
                        
COST OF SALES  6   (1,271,317)   (1,431,922)   (2,320,886)   (2,589,974)
                        
GROSS PROFIT      461,673    467,117    741,685    910,551 
                        
OPERATING EXPENSES                       
Amortization     $2,821   $8,990   $5,643   $17,979 
Depreciation  9,10   141,559    166,737    284,681    224,243 
Director fees  19   91,463    151,577    243,900    303,240 
Insurance      355,705    508,424    719,980    1,006,430 
Office and miscellaneous  17   521,161    1,437,404    867,430    4,238,056 
Professional fees      888,480    1,573,887    1,468,740    2,421,074 
Research and development      191,068    555,460    312,459    1,348,684 
Share-based payments  15,19   305,147    478,915    504,054    1,019,478 
Travel      76,911    204,324    116,931    293,586 
Wages and salaries  19   1,821,608    2,148,317    3,403,039    3,969,398 
 Total operating expenses      (4,395,923)   (7,234,035)   (7,926,857)   (14,842,168)
OTHER INCOME (EXPENSE)                       
Change in fair value of derivative liability  15   (2,604,394)   -    (786,825)   57,314 
Finance and other gain      41,980    10,891    46,805    46,752 
Foreign exchange gain (loss)      7,823    (174,919)   74,560    (193,075)
Gain (loss) on disposal of assets      (19,226)   (5,508)   24,302    15,695 
Gain (loss) on recovery (impairment) of notes receivable      4,110    -    10,861    - 
Government income      -    1,297    -    2,572 
Other income (expense)  18   (587,592)   26,193    (1,139,888)   25,769 
 Total Other income (expenses)     $(3,157,299)  $(142,046)  $(1,770,185)  $(44,973)
                        
NET INCOME (LOSS)     $(7,091,549)  $(6,908,964)  $(8,955,357)  $(13,976,590)
OTHER COMPREHENSIVE INCOME (LOSS)                       
Items that may be reclassified to profit or loss                       
Foreign exchange translation      (7,459)   (21,775)   (17,021)   (108,177)
Items that will not be reclassified to profit or loss                       
Change in fair value of equity investments at FVOCI  8   1,370    39,927    (9,676)   96,960 
COMPREHENSIVE INCOME (LOSS)      (7,097,638)   (6,890,812)   (8,982,054)   (13,987,807)
                        
Net Income (Loss) per share – Basic & diluted     $(0.10)  $(0.16)  $(0.14)  $(0.36)
Weighted average number of common shares outstanding – Basic & diluted      70,654,779    43,195,602    62,794,276    38,965,859 

 

 3
 

 

Draganfly Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity - Unaudited

Expressed in Canadian Dollars

 

                                    
                   Accumulated Other
Comprehensive
Income (Loss)
     
   Number of
Shares
   Share
Capital
   Reserve –
Share-
Based
Payments
   Accumulated
Deficit
   Change in
Fair
Value of Investments
at FVTOCI
   Exchange
Differences on
Translation of
Foreign
Operations
   Total
Shareholders’
Equity (Deficit)
 
Balance at December 31, 2022   34,270,579   $83,600,089   $7,264,340   $(79,976,546)  $(431,123)  $584,121   $11,040,881 
Shares issued for financing – ATM (“At-the-Market”)   650,729    1,748,946    -    -    -                   -         1,748,946 
Share issue costs   -    (222,136)   -    -    -    -    (222,136)
Shares issued for financing   8,000,000    10,856,166    -    -    -    -    10,856,166 
Share issue costs   -    (1,707,128)   -    -    -    -    (1,707,128)
Shares issued for the exercise of RSUs   418,654    545,677    (545,677)   -    -    -    - 
Share-based payments   -    -    1,019,478    -    -    -    1,019,478 
Net loss   -    -    -    (13,976,590)   -    -    (13,976,590)
Change in fair value of equity investments at FVOCI   -    -    -    -    96,960    -    96,960 
Translation of foreign operations   -    -    -    -    -    (108,177)   (108,177)
Balance at June 30, 2023   43,339,962   $94,821,614   $7,738,141   $(93,953,136)  $(334,163)  $475,944   $8,748,400 
Shares issued for financing   4,800,000    520,064    -    -    -    -    520,064 
Share issue costs   -    (365,758)   224,868                   (140,890)
Shares issued for the exercise of RSUs   1,089,601    2,095,056    (2,095,056)   -    -    -    - 
Share-based payments   -    -    1,002,186    -    -    -    1,002,186 
Net loss   -    -    -    (9,635,220)   -    -    (9,635,220)
Change in fair value of equity investments at FVOCI   -    -    -    -    (100,140)   -    (100,140)
Translation of foreign operations   -    -    -    -    -    13,316    13,316 
Balance at December 31, 2023   49,229,563   $97,070,976   $6,870,139   $(103,588,356)  $(434,303)  $489,260   $407,716 
Shares issued for financing   18,263,514    2,414,103    -    -    -    -    2,414,103 
Share issue costs   -    (446,705)   227,045    -    -    -    (219,660)
Shares issued for the exercise of warrants   8,691,700    3,253,704    -    -    -    -    3,253,704 
Shares issued for the exercise of RSUs   114,992    156,831    (156,831)   -    -    -    - 
Shares returned to treasury   (900,000)   -    -    -    -    -    - 
Share-based payments   -    -    504,054    -    -    -    504,054 
Net loss   -    -    -    (8,955,357)   -    -    (8,955,357)
Change in fair value of equity investments at FVOCI   -    -    -    -    (9,676)   -    (9,676)
Translation of foreign operations   -    -    -    -    -    (17,021)   (17,021)
Balance at June 30, 2024   75,399,769   $102,448,909   $7,444,407   $(112,543,713)  $(443,979)  $472,239   $(2,622,137)

 

 4
 

 

Draganfly Inc.

Condensed Consolidated Interim Statements of Cash Flows - Unaudited

Expressed in Canadian Dollars

 

           
   For the six months ended June 30, 
   2024   2023 
         
OPERATING ACTIVITIES          
Net loss  $(8,955,357)  $(13,976,590)
Adjustments for:          
Amortization   5,643    17,979 
Depreciation   284,681    224,243 
Impairment of accounts receivable   -    198,513 
Change in fair value of derivative liability   786,825    (57,314)
Impairment of inventory   148,760    199,647 
Impairment (Gain) on recovery of notes receivable   (10,861)   - 
Finance and other costs   839,374    2,573 
Gain on disposal of assets   (24,302)   (15,695)
Share-based payments   504,054    1,019,478 
 Adjustments for profit loss   (6,421,183)   (12,387,166)
Net changes in non-cash working capital items:          
Receivables   (384,977)   882,164 
Inventory   (128,353)   (787,690)
Prepaids   696,597    959,434 
Trade payables and accrued liabilities   (157,841)   (208,099)
Customer deposits   6,278    (82,354)
Deferred income   (11,868)   (47,802)
Cash used in operating activities   (6,401,347)   (11,671,513)
           
INVESTING ACTIVITIES          
Purchase of equipment   (47,891)   (134,605)
Disposal of equipment   73,366    45,774 
Repayment of notes receivable   10,861    50,307 
Cash provided by (used in) investing activities   36,336    (38,524)
           
FINANCING ACTIVITIES          
Proceeds from issuance of common shares for financing   9,759,643    12,605,112 
Share issue costs   (1,298,367)   (1,929,264)
Proceeds from issuance of common shares for warrants exercised   371,500    - 
Repayment of loans   (83,372)   (3,373)
Repayment of lease liabilities   (170,437)   (27,918)
Cash provided by (used in) financing activities   8,578,967    10,644,557 
           
Effects of exchange rate changes on cash   (17,021)   (108,177)
Change in cash   2,213,956    (1,065,480)
Cash and cash equivalents, beginning of period   3,093,612    7,894,781 
Cash and cash equivalents, end of period  $5,290,547   $6,721,124 
           
SUPPLEMENTARY CASH FLOW DISCLOSURE          
Interest paid  $18,730   $49,021 
Share issue costs in accounts payable   114,432    246,836 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 5
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Draganfly Inc. (the “Company”) was incorporated on June 1, 2018 under the Business Corporations Act (British Columbia). The Company creates quality, cutting-edge unmanned and remote data collection and analysis platforms and systems that are designed to revolutionize the way companies do business. The Company’s shares trade on the Canadian Securities Exchange (the “CSE”), on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “DPRO” and on the Frankfurt Stock Exchange under the symbol “3U8A”. The Company’s head office is located at 235 103rd St. E, Saskatoon, SK, S7N 1Y8 and its registered office is located at 2800 – 666 Burrard Street, Vancouver, BC, V6C 2Z7.

 

These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. To date, the Company has not been profitable and has an accumulated deficit of $112,543,713. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing and or achieve profitable operations in the future. These factors raise substantial doubt over the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

 

2. BASIS OF PREPARATION

 

Statement of Compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed consolidated interim financial statements include all necessary disclosures required for interim financial statements but do not include all disclosures required for annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 13, 2024.

 

Basis of consolidation

 

Each subsidiary is fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date when such control ceases.

 

The condensed consolidated interim financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries listed in the following table:

 

Name of Subsidiary   Place of Incorporation   Ownership Interest
Draganfly Innovations Inc. (DII)   Canada   100%
Draganfly Innovations USA, Inc. (DI USA)   US   100%
Dronelogics Systems Inc. (“Dronelogics”)   Canada   100%

 

All intercompany balances and transactions were eliminated on consolidation.

 

 6
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

3. MATERIAL ACCOUNTING POLICY INFORMATION, ESTIMATES, AND JUDGEMENTS

 

These condensed consolidated interim financial statements have been prepared following the same accounting principles and methods of computation as in outlined in the Company’s consolidated financial statements for the year ended December 31, 2023. A description of the accounting standards and interpretations that have been adopted by the Company can be found in the notes of the annual financial statements for the year ended December 31, 2023.

 

The preparation of the condensed consolidated interim financial statements requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These condensed consolidated interim financial statements include estimates, which by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. As such, actual results may differ from estimates and the effect of such differences may be material. Significant estimates and judgements used in the preparation of these condensed consolidated interim financial statements remained unchanged from those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2023.

 

4. CASH

 

As at  June 30, 2024   December 31, 2023 
Cash held in banks  $5,290,547   $3,093,612 

 

5. RECEIVABLES

 

As at  June 30, 2024   December 31, 2023 
Trade accounts receivable  $961,348   $610,443 
Sales tax receivable   73,241    39,169 
 Trade and other receivables  $1,034,589   $649,612 
Current portion  $878,389   $649,612 
Long term portion   156,200    - 
 Trade and other receivables  $1,034,589   $649,612 

 

During the six months ended June 30, 2024, the Company recorded a provision for doubtful accounts of $nil (2023 – $198,513).

 

The long-term receivable represents a refundable deposit that the Company has asked to have returned . The agreement allows for a two-year repayment term once the request has been made.

 

6. INVENTORY

 

As at  June 30, 2024   December 31, 2023 
Finished goods  $1,399,719   $904,858 
Parts   176,410    691,678 
 Inventories  $1,576,129   $1,596,536 

 

During the three and six months ended June 30, 2024, $1,177,811 (2023 - $1,259,183) and $2,144,150 (2023 – $2,272,064) of inventory was recognized in cost of sales respectively including an allowance to value its inventory for obsolete and slow-moving inventory of $134,410 (2023 -$77,047) and $283,169 (2023 - $199,647) respectively.

 

Cost of sales consist of the following:

 

For the six months ended  June 30, 2024   June 30, 2023 
Inventory  $2,144,150   $2,272,064 
Consulting and services   138,437    215,801 
Other   38,299    102,109 
 Cost of sales  $2,320,886   $2,589,974 

 

 7
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

7. PREPAIDS AND DEPOSITS

 

As at  June 30, 2024   December 31, 2023 
Insurance  $144,526   $838,445 
Prepaid other   121,326    142,124 
Deposits   379,766    361,646 
 Prepaid expenses and deposits  $645,618   $1,342,215 

 

8. INVESTMENTS

 

Balance at December 31, 2023  $189,403 
Change in fair value   (9,676)
Balance at June 30, 2024  $179,727 

 

Fair value of investments is comprised of:

Public company shares  $42,857 
Private company shares   136,780 
Balance at June 30, 2024  $179,727 

 

The Company holds 1,428,571 shares of a publicly listed company with an initial cost of $500,000.

 

The Company holds 50,000 common shares of a private company with an initial value of USD$100,000. The Company considers if observable market data exists on a quarterly basis to value the investment. Since inception, the Company has not had any adjustments to the fair value of the investment based on observable market data.

 

9. EQUIPMENT

 

   Computer
Equipment
   Furniture
and
Equipment
   Leasehold
Improvements
   Vehicles   Total 
Cost                         
Balance at December 31, 2022  $95,662   $834,453   $-   $36,033   $966,148 
Additions   58,611    320,943    86,530    24,310    490,394 
Disposals   (21,000)   (115,204)   -    -    (136,204)
Balance at December 31, 2023   133,273    1,040,192    86,530    60,343    1,320,338 
Additions   2,567    42,965    2,358    -    47,890 
Disposals   -    (128,615)   -    -    (128,615)
Balance at June 30, 2024  $135,840   $954,542   $88,888   $60,343   $1,239,613 
                          
Accumulated depreciation                         
Balance at December 31, 2022  $41,998   $502,790   $-   $16,669   $561,457 
Charge for the year   22,762    112,361    6,790    12,497    154,410 
Disposals   (6,582)   (69,748)   -    -    (76,330)
Balance at December 31, 2023   58,178    545,403    6,790    29,166    639,537 
Charge for the period   20,432    73,087    8,902    4,677    107,098 
Disposals   -    (79,551)   -    -    (79,551)
Balance at June 30, 2024  $78,610   $538,939   $15,692   $33,843   $667,084 
                          
Net book value:                         
December 31, 2023  $75,095   $494,789   $79,740   $31,177   $680,801 
June 30, 2024  $57,230   $415,603   $73,196   $26,500   $572,529 

 

 8
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

10. RIGHT OF USE ASSETS

 

   Vehicles   Buildings   Land   Total 
                 
Balance at December 31, 2022  $2,385   $342,361   $-   $344,746 
Additions   -    322,354    418,001    740,355 
Depreciation   (2,385)   (149,644)   (211,057)   (363,086)
Foreign exchange translation   -    -    (328)   (328)
Balance at December 31, 2023  $-   $515,071   $206,616   $721,687 
Depreciation  $-   $(71,364)  $(106,219)  $(177,583)
Foreign exchange translation   -    -    6,513    6,513 
Balance at June 30, 2024  $-   $443,707   $106,910   $550,617 

 

The Company added two new leases during the year ended December 31, 2023. A lease for land in the amount of $418,001 with an expiration date of December 31, 2024, and another lease for a facility in the amount of $322,354 with an expiration date of September 30, 2028. The Company has four leases with expiration dates of December 31, 2024, May 31, 2026, January 31, 2027, and September 30, 2028.

 

11.LEASE LIABILITIES

 

The Company leases certain assets under lease agreements. The lease liabilities consist of leases of facilities and vehicles with terms ranging from one to five years. The leases are calculated using incremental borrowing rates ranging from 7.5% to 13.25%. Extension options are included in a majority of the leases with options that are only exercisable by the Company and not the other party.

 

As at  Total 
Balance at December 31, 2022  $378,643 
Interest expense   96,423 
Additions   734,903 
Lease payments   (423,410)
Foreign exchange translation   3,464 
Balance at December 31, 2023   790,023 
Interest expense   38,057 
Lease payments   (205,746)
Foreign exchange translation   (3,812)
Balance at June 30, 2024  $618,522 

 

Which consists of:

 

   June 30, 2024   December 31, 2023 
Current lease liability  $264,036   $362,001 
Non-current lease liability   354,486    428,022 
Ending balance  $618,522   $790,023 

 

Maturity analysis  Total 
Less than one year  $313,080 
One to three years   308,582 
Four to five years   93,387 
Total undiscounted lease liabilities   715,049 
Amount representing interest   (96,527)
Lease liability  $618,522 

 

 9
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

12. TRADE PAYABLES AND ACCRUED LIABILITIES

 

As at  June 30, 2024   December 31, 2023 
Trade accounts payable  $1,317,921   $1,259,623 
Accrued liabilities   961,079    1,345,649 
Government grant payable   33,709    33,709 
Trade payables and accrued liabilities  $2,312,709   $2,638,981 
13. DEFERRED INCOME

 

At times, the Company may take payment in advance for services to be rendered. These amounts are held and recognized as services are rendered.

 

As at  June 30, 2024   December 31, 2023 
Deferred income from customers  $-   $12,112 
Deferred income from government   95,806    95,562 
Deferred income gross  $95,806   $107,674 
Current portion  $9,239   $12,112 
Long-term portion   86,567    95,562 
Deferred income net  $95,806   $107,674 

 

Deferred revenue of $9,239 as of June 30, 2024 is expected to be recognized as revenue within one year. The remaining is related to a long-term support and maintenance arrangements and will be recognized according to the terms of these arrangements over the next 4.0 years.

 

14.LOANS PAYABLE

 

As at  June 30, 2024   December 31, 2023 
Opening balance  $85,058   $86,571 
Repayment of loans payable   (83,372)   (6,747)
Accretion expense   -    5,234 
Ending balance  $1,686   $85,058 

 

   Start Date  Maturity Date  Rate   Carrying
Value
June 30, 2024
   Carrying
Value
December 31, 2023
 
CEBA  2020-05-19  2024-03-28   0%  $-   $                 40,000 
CEBA  2021-04-23  2024-03-28   0%   -    40,000 
Vehicle loan  2019-08-30  2024-09-11   6.99%   1,686    5,058 
Total             $1,686   $85,058 

 

The CEBA loans are unsecured, and the vehicle loan is secured by the vehicle. The CEBA loans were repaid March 25, 2024.

 

 10
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15.SHARE CAPITAL

 

Authorized share capital

 

Unlimited number of common shares without par value.

 

Issued share capital

 

During the six months ended June 30, 2024,

 

The Company issued 114,992 common shares for the vesting of restricted share units.
The Company issued 8,691,700 common shares for the exercise of warrants
The Company issued 11,200,000 units consisting of one common share and one warrant and 2,200,000 units consisting of one prefunded warrant and one warrant in a financing for $4,877,475 with share issuance costs of $752,498 for net proceeds of $4,124,977. Of the total share issuance costs $441,166 was expensed in other income (expense). The value of the issuance was allocated $2,017,966 to the shares, and $2,859,509 to the warrants, including $431,084 allocated to prefunded warrants. The prefunded warrants were exercised on the date of issue. May 1, 2024 the exercise price of the warrants was amended to CAD $0.3583 from the original exercise price of USD $0.6123 and the cashless exercise provision was removed. This amended exercise price is the Canadian equivalent of the USD trading price on October 30, 2024 of USD$ 0.259, the date of issue of these warrants.
900,000 shares were returned to treasury that were held in escrow related to the Vital Intelligence Inc. acquisition for failure to meet required milestones. All value that had been recorded related to these shares had been previously written off.
The Company issued 7,063,514 units consisting of one common share and one warrant and 6,450,000 units consisting of one prefunded warrant and one warrant in a financing for $4,818,952 with share issuance costs of $779,615 for net proceeds of $4,039,337. Of the total share issuance costs $671,747 was expensed in other income (expense). The value of the issuance was allocated $396,137 to the shares, and $4,422,815 to the warrants, including $1,248,343 allocated to prefunded warrants.

 

During the year ended December 31, 2023,

 

The Company issued 1,508,255 common shares for the vesting of restricted share units.
The Company issued 8,000,000 common shares in a financing for $10,856,166 with share issuance costs of $1,953,032 for net proceeds of $8,903,134.
The Company issued 650,729 common shares in an ATM (“At – the - market”) financing for $1,748,946 with share issuance costs of $222,136 for net proceeds of $1,526,810.
The Company issued 4,800,000 common shares in a financing for proceeds of $4,858,995 with share issuance costs of $889,623 for net proceeds of $3,969,372. Of the total share issuance costs $793,979 were expensed in other income (expense). Value of the issuance was allocated $520,064 to the shares and $4,338,931 to derivative liability.

 

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.

 

 11
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following 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    5.57    278,332    278,332 
November 19, 2019  November 19, 2029  $2.50    5.63    50,000    50,000 
April 30, 2020  April 30, 2030  $2.50    6.07    10,000    10,000 
April 30, 2020  April 30, 2030  $3.85    6.07    110,000    110,000 
July 3, 2020  July 3, 2025  $3.20    1.25    100,000    100,000 
November 24, 2020  November 24, 2030  $2.50    6.64    32,000    32,000 
February 2, 2021  February 2, 2031  $13.20    6.83    30,000    30,000 
March 8, 2021  March 8, 2026  $13.90    1.93    10,000    10,000 
April 27, 2021  April 27, 2031  $10.15    7.06    132,665    132,665 
September 9, 2021  September 9, 2026  $4.84    2.44    25,826    17,217 
November 9, 2023  November 9, 2033  $0.626    9.59    30,000    10,000 
                 808,823    780,214 

 

   Number of
Options
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   877,157   $4.60 
Forfeited   (9,999)   3.77 
Issued   30,000    0.63 
Outstanding, December 31, 2023   897,158   $4.48 
Forfeited   (88,335)   3.65 
Outstanding, June 30, 2024   808,823   $4.57 

 

No options were granted by the Company during the six months ended June 30, 2024.

 

During the three and six months ended June 30, 2024, the Company recorded $26,690 (2023 – $27,425) and $53,379 (2023 - $130,437) respectively in stock-based compensation in relation to the vesting of stock options. The fair values of stock options granted were estimated using the Black-Scholes Option Pricing Model.

 

Restricted Share Units

 

During the three and six months ended June 30, 2024, the Company recorded share-based payment expense of $278,457 (2023 - $451,490) and $420,340 (2023 - $889,041) for RSUs, based on the fair values of RSUs granted which were calculated using the closing price of the Company’s stock on the day prior to grant.

 

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 15% (in the aggregate) of the issued and outstanding common shares from time to time.

 

 12
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following RSUs outstanding:

 

   Number of RSUs 
Outstanding, December 31, 2022   1,198,875 
Vested   (1,508,255)
Issued   1,685,316 
Forfeited   (262,969)
Outstanding, December 31, 2023   1,112,967 
Vested   (114,992)
Issued   4,630,443 
Forfeited   (64,237)
Outstanding, June 30, 2024   5,564,181 

 

Warrants

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company issued pre-funded warrants (“USD pre-funded Warrants”) where a portion of the funds related to the eventual exercise have already been received with the remaining exercise price in USD. As part of these same issuances, shares with warrants attached were issued. Being in a foreign currency that is not the Company’s functional currency and these pre-funded warrants were not issued in exchange for services, the value related to the future exercise price of the USD pre-funded Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, the portion of the USD pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also in USD so are also accounted for as a liability. In addition, the Company also issued pre-funded warrants with an exercise price in Canadian dollars (“Pre-funded Warrants”). These are also treated as a liability as the agreement contains clauses that do not meet the fixed for fixed test. As a financial liability, the portion of the Pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also accounted for as a liability as these also contain clauses that do not meet the fixed for fixed test.

 

To reach a fair value of the warrants, a Black Scholes calculation is used, calculated in USD for those with a USD exercise price and in CAD for those with a Canadian exercise price. The Black Scholes value per warrant is then multiplied by the number of outstanding warrants and then multiplied by the foreign exchange rate at the end of the period for those denominated in USD. At the dates of issue the warrants were valued with a risk free rate of 4.33% and 4.65% (2023 – 4.8%), volatility of 119.23% and 119.80% (2023 – 115.35%), expected life of 5 years and an expected dividend yield rate of 0%. The broker warrants were valued with a risk free rate of 4.48% and 4.62% (2023 – 4.87%), volatility of 107.8% and 108.67% (2023 – 138.83%), expected life of 3 years and an expected dividend yield of 0%.

 

Warrant Derivative Liability

 

Balance at December 31, 2022  $- 
Warrants issued   3,985,015 
Change in fair value of warrants outstanding   211,110 
Balance at December 31, 2023  $4,196,125 
Warrants issued   7,282,325 
Warrants exercised   (2,882,315)
Change in fair value of warrants outstanding   786,825 
Balance at June 30, 2024  $9,382,960 

 

 13
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

Details of these warrants and their fair values are as follows:

Issue Date  Exercise Price   Number of
Warrants
Outstanding at
June 30,
2024
   Fair
Value at
June 30,
2024
   Number of
Warrants
Outstanding at
December 31,
2023
(5)
   Fair
Value at
December 31,
2023
 
October 30, 2023 (1)  CAD$0.3583    6,400,000    1,622,425    6,400,000    3,180,543 
October 30, 2023 (2)  US$0.0001    -    -    1,600,000    1,015,582 
February 26, 2024 (3)  US$0.1761    11,859,300         3,216,492    -    - 
February 26, 2024 (4)  US$0.0001     -    -    -    - 
April 29, 2024 (5)  CAD$0.354    13,513,514    3,551,850    -    - 
April 29, 2024 (6)  CAD$0.00014    3,099,000    992,193    -    - 
         34,871,814   $9,382,960    8,000,000   $4,196,125 

 

1)The warrants expire October 30, 2028.
2)The warrants have no expiry date. They were exercised January 5, 2024.
3)The warrants expire February 26, 2029.
4)The warrants have no expiry date. They were exercised February 26, 2024.
5)The warrants expire April 29, 2029
6)The warrants have no expiry date. 3,351,000 of the total issue of 6,450,000 were exercised May 21, 2024 and 3,099,000 were exercised subsequent to June 30, 2024 on July 23, 2024.

 

The fair values of these warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

 

   June 30, 2024   December 31, 2023 
Risk free interest rate   4.44%   3.84%
Expected volatility   119.23%   113.78%
Expected life   4.34.8 years    4.8 years 
Expected dividend yield   0%   0%

 

   Number of
Warrants
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   7,916,797   $5.08 
Issued   8,320,000    0.50 
Expired   (7,661,999)   5.89 
Outstanding, December 31, 2023   8,574,798   $0.63 
Issued   36,909,190    0.23 
Exercised   (8,691,700)   0.0428 
Outstanding June 30, 2024   36,792,288   $0.39 

 

 14
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following warrants outstanding:

 

Date issued  Expiry date  Exercise price   Number of
warrants
outstanding
 
July 29, 2021  July 29, 2024  US$5.00    250,000 
September 14, 2021  September 14, 2024  US$5.00    4,798 
October 30, 2023  October 30, 2026  US$0.6875    320,000 
October 30, 2023  October 30, 2028  CAD$0.3583    6,400,000 
February 26, 2024  February 26, 2027  US$0.3375    670,000 
February 26, 2024  February 26, 2029  US$0.1761    11,859,300 
April 29, 2024  April 29, 2029  CAD$0.354    13,513,514 
April 29, 2024  April 29, 2024  CAD$0.00014    3,099,000 
April 29, 2024  April 29, 2024  CAD$0.4425    675,676 
            36,792,288 

 

The weighted average remaining contractual life of warrants outstanding as of June 30, 2024, was 4.43 years (December 31, 2023 – 4.63 years).

 

16. SEGMENTED INFORMATION

 

The Company organizes its three segments based on product lines as well as a Corporate segment. The three segments are Drones, Vital (Vital Intelligence), and Corporate. The Drones segment derives its revenue from products and services related to the sale of unmanned aerial vehicles (UAV). The Vital segment derives its revenue from the sale of products that measure vitals to help detect symptoms from large groups of people from a distance. The Corporate segment includes all costs not directly associated with the Drone and Vital segments. The Company aggregates the information for the segments by analyzing the revenue steam and allocating direct costs to that respective segment. The Corporate segment is aggregated by relying on the entity that includes corporate costs (Draganfly Inc.).

 

June 30, 2024  Drones   Vital   Corporate   Total 
Sales of goods  $2,625,298   $-   $-   $2,625,298 
Provision of services   437,273    -    -    437,273 
Total revenue   3,062,571    -    -    3,062,571 
Segment loss (income)   2,866,980    -    6,392,802    9,259,782 
Finance and other costs   46,805    -    -    46,805 
Depreciation   276,655    -    8,026    284,681 
Amortization   5,643    -    -    5,643 
Change in fair value of derivative liability   -    -    (786,825)   (786,825)
Loss on write-off of notes receivable   -    -    10,861    10,861 
Loss on write down of inventory   134,410    -    -    134,410 
Net loss for the period  $3,330,493   $-   $5,624,864   $8,955,357 

 

 15
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

16. SEGMENTED INFORMATION (CONT’D)

 

June 30, 2023  Drones   Vital   Corporate   Total 
Sales of goods  $2,962,174   $-   $-   $2,962,174 
Provision of services   538,351    -    -    538,351 
Total revenue   3,500,525    -    -    3,500,525 
Segment loss   8,972,201    153,641    4,512,945    13,638,787 
Finance and other costs   (43,689)   -    (3,063)   (46,752)
Depreciation   219,422    -    4,821    224,243 
Amortization   17,979    -    -    17,979 
Change in fair value of derivative liability   -    -    (57,314)   (57,314)
Loss on write-off of notes receivable   199,647    -    -    199,647 
Net loss for the period  $9,365,560   $153,641   $4,457,389   $13,976,590 

 

Geographic revenue is measured by aggregating sales based on the country and the entity where the sale was made.

 

         
Geographic segmentation is as follows:  As of December 31, 
   2024   2023 
Non-current assets          
Canada  $1,402,947   $1,441,701 
United States   106,909    206,616 
Non-current assets  $1,509,856   $1,648,317 

 

                 
Geographic segmentation is as follows:  For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Revenue                    
Canada  $1,726,160   $1,899,039   $3,053,493   $3,491,133 
United States   6,830    -    9,078    9,392 
Revenue  $1,732,990   $1,899,039   $3,062,571   $3,500,525 

 

17. OFFICE AND MISCELLANEOUS

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Advertising, Marketing, and Investor Relations  $232,685   $951,659   $342,758   $3,287,712 
Compliance fees   74,967    108,328    138,999    135,635 
Impairment of accounts receivable   -    -    -    198,513 
Contract Work   -    47,082    -    114,429 
Other   213,509    330,335    385,673    501,767 
Office and Miscellaneous Expenses  $521,161   $1,437,404   $867,430   $4,238,056 

 

18. OTHER EXPENSE

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Share issue costs  $595,921   $   -   $1,194,450   $- 
Write off of accounts (payable) receivable   -    -    (48,833)   - 
Gain on settlement of debt   

-

    (26,193)        (26,193)
Other   (8,329)   -    (5,729)   424 
Total Other expenses  $587,592   $(26,193)  $1,139,888   $(25,769) 

 

 16
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

19. RELATED PARTY TRANSACTIONS

 

Trade receivables/payables and accrued receivables/payables:

 

As at June 30, 2024, the Company had $18,000 (2023 - $95,345) payable to related parties that was included in accounts payable. The balances outstanding are unsecured, non-interest bearing and due on demand.

 

Key management compensation

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. Compensation awarded to key management for the three and six months ended June 30, 2024 and 2023 included:

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Director fees  $91,463   $151,577   $243,900   $303,240 
Salaries   127,518    431,407    269,586    533,522 
Share-based payments   181,749    267,638    303,861    530,880 
Total   $400,730   $850,622   $817,347   $1,367,642 

 

During the three months ended June 30, 2024, the directors agreed to a 20% reduction in their fees for the first and second quarter resulting in an adjustment of $30,488 to the first quarter directors’ fees which flowed through the second quarter.

 

Other related party transactions

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Management fees paid to a company controlled by CEO and director  $65,702   $280,000   $125,702   $380,000 
Management fees paid to a company that the CEO holds an economic interest in   109,437    123,153    215,687    226,782 
Management fees paid to a company controlled by the former President and director   36,991    86,754    77,424    145,152 
Management fees paid to a company, total  $212,130   $489,907   $418,813   $751,934 

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

Credit risk

 

Credit risk is the risk that of an unexpected loss if a customer or third party fails to meet its contractual obligations.

 

The Company is subject to credit risk on its cash and receivables. The majority of cash is deposited in bank accounts held with a major bank in Canada and the United States. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies.

 

 17
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONT’D)

 

Receivables

 

Receivables primarily consist of trade receivables and taxes receivable. The Company provides credit in the normal course of business in the form of payment terms and has an established process for determining terms to offer customers to mitigate credit risk. Receivables are shown net of any provision made for impairment of the receivables. Due to this factor, the Company believes that no additional credit risk, beyond amounts provided for collection loss, is inherent in receivables.

 

Expected credit loss (“ECL”) analysis is performed at each reporting date using an objective approach to measure expected credit losses. The provision amounts are based on direct management interface with the customer. The calculations reflect the probability-weighted outcome, the time value of money and reasonable supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, business failure, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments over the negotiated contract period.

 

Trade receivables include balances of $229,077 that are past due with no corresponding allowance recorded. However, upon review of these balances,the expected credit loss rate for overdue balances is estimated to be nominal. A total of $126,027 of past due balances without allowances  booked against them has been collected subsequent to period end and $106,521 is being pursued by legal means for collection.

 

Fair value

 

A number of the Company’s accounting policies and disclosures require the measurement of fair values for financial assets and liabilities. The Company has established a control framework with respect to the measurement of fair values. Fair values are categorized into different levels of a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

 

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

 

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

Equity securities in investee companies and warrants are measured at fair value. The financial assets and liabilities measured at fair value by hierarchy are shown in the table below. The amounts shown are based on the amounts recognized in the condensed consolidated interim statements of financial position. These financial assets are measured at fair value through profit and loss.

 

June 30, 2024  Level 1   Level 3   Total 
Cash and cash equivalents  $5,290,547   $-   $5,290,547 
Equity securities in investee companies   42,857    136,870    179,727 
Derivative liability   -    9,382,960    9,382,960 
Total  $5,333,404   $9,519,830   $14,853,234 

 

December 31, 2023  Level 1   Level 3   Total 
Cash and cash equivalents  $3,093,612    -   $3,093,612 
Equity securities in investee companies  $57,143   $132,260   $189,403 
Derivative liability   -    4,196,125    4,196,125 
Total  $3,150,755   $4,328,385   $7,479,140 

 

 18
 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONT’D)

 

The following table shows the valuation techniques used in measuring Level 3 fair values for the derivative liability as well as the significant unobservable inputs used.

 

Type   Valuation technique   Key inputs   Inter-relationship between significant inputs and fair value measurement
Warrant   The fair value of the  

Key observable inputs

 

The estimated fair value would increase

derivative   warrants derivative   Share price   (decrease) if:
liability   liability at initial   Risk free interest rate   The price was higher (lower)
  recognition and at   Dividend yield   The risk-free rate was higher (lower)
    year end has been   Key unobservable inputs   The dividend yield was lower (higher)
    calculated using the   Expected volatility   The expected volatility was higher (lower)
    Black Scholes        
    Option Pricing Model            

 

For the fair value of the derivative liability, reasonable possible changes to the expected volatility, the most significant unobservable input would have the following effects:

 

Unobservable Inputs  Change   Impact on comprehensive loss 
       Six months ended
June 30, 2024
   Year ended
December 31, 2023
 
Volatility   20%  $589,059   $291,149 

 

21. SUBSEQUENT EVENT

 

August 7, 2024 the terms of the remaining outstanding warrants from the October 2023 issuance of 6,400,000 and the remaining outstanding warrants from the April issuance of 13,513,514 were all amended such that they will be moved to equity presentation from the current liability presentation. The amendment updated the terms such that they are all now fixed-for-fixed.

 

 19

 

 

Exhibit 99.2

 

 

Management Discussion and Analysis

For the Three and Six Months ended June 30, 2024

 

 
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

This Management’s Discussion and Analysis (“MD&A”) of Draganfly Inc. (“Draganfly” or the “Company”) is presented and dated as of August 13, 2024, and should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the three and six months ended June 30, 2024 and the annual consolidated financial statements and related notes for the year ended December 31, 2023. The Company’s audited consolidated financial statements have been prepared on a “going concern” basis, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

 

The operations of the Company have been primarily funded through its Regulation A+ Offering of units, its Nasdaq prospectus financing, internally generated cashflow and private placements of equity and convertible debentures. The continued operations of the Company are dependent on the Company’s ability to generate profitable operations in the future, develop and execute a sufficient financing plan for future operations and receive continued financial support from shareholders and other providers of finance.

 

The consolidated financial statements do not reflect the adjustments, if any, or changes in presentation that may be necessary should the Company not be able to continue on a going concern basis.

 

All currency amounts in the accompanying financial statements and this management discussion and analysis are in Canadian dollars unless otherwise noted.

Special Note Regarding Forward Looking Information

 

This Management Discussion & Analysis is intended to provide readers with the information that management believes is required to gain an understanding of the current results of the Company and to assess the Company’s future prospects. Accordingly, certain sections of this report, other than statements of historical fact, may contain forward-looking statements that are based on current plans and expectations and are subject to certain 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 intentions, plans and future actions of the Company;
statements relating to the business and future activities of the ‎Company;
anticipated developments in operations of the Company;
market position, ability to compete and future ‎financial or operating performance of the Company;
the timing and amount of funding required to execute the ‎Company’s business plans;
capital expenditures;
the effect on the Company of any changes to existing or new ‎legislation or policy or government regulation;
‎the availability of labor;
requirements for additional capital;
goals, strategies and future ‎growth;
the adequacy of financial resources;
expectations regarding revenues, ‎expenses and anticipated cash needs‎;
general market conditions and macroeconomic trends driven by geopolitical conflicts, including supply chain disruptions, market volatility, inflation, and labor challenges, among other factors.

 

2
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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. Furthermore, unless otherwise stated, the forward-looking statements contained in these statements 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.

 

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. These include, without limitation, the Company’s current and planned operations and the expected results of new operations and new clients. These risks and uncertainties include, but are not restricted to:

 

The Company’s history of losses;
The dilution of holdings in the Company’s securities;
Research and development costs;
The failure of new business models to produce financial returns;
Operational risks for which the Company may not be adequately insured;
The Company operates in an evolving market that makes it difficult to evaluate business and future prospects;
Competitive market conditions and challenges from competitors;
The pace of technological change and the Company’s ability to stay on top of market and technology changes;
The failure to obtain necessary regulatory approvals and permits or limitations placed on the development, operation, and sale of unmanned aerial vehicles (“UAVs”) by governments;
Risks associated with any particular future acquisitions that would allow the company to provide additional product or service offerings;
The Company’s ability to retain key employees and personnel and the Company’s ability to manage growth;
Adverse economic changes;
Negative macroeconomic and geopolitical trends that could restrict the Company’s ability to access capital;
Uncertainties associated with operations in foreign countries;
Adverse tax policies;
An inability to access critical components or raw materials used to manufacture the Company’s products and supply chain disruptions;
Weather and other natural outdoor conditions that can imperil the use of UAVs;
The Company’s products may be subject to recalls or returns or defective products or services that could negatively affect the Company’s operating results;
An inability to secure adequate funding for research and development;
Export controls or restrictions on the Company’s ability to deliver its product outside of Canada;
Consumer perception regarding the use and safety of UAVs;
A failure to successfully market the Company’s products;
Security risks associated with electronic communications and IT infrastructure;
Inadequate consumer protection and data privacy practices;
An inability of our business partners to fulfill their obligations to us or to secure company information;
A failure to protect the Company’s intellectual property, proprietary rights, and trade secrets, including through a failure to adequately apply for or seek such protections;
Failure to adhere to financial reporting obligations and mandates associated with being a public company;
The Company’s limited experience operating as publicly traded corporation;
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to ‎complex accounting matters;
Write-downs of goodwill or other intangible assets;
Legal proceedings in which the Company may become involved;
Conflicts of interests among our directors and officers;

 

3
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Volatility related to our share price;
A failure to maintain an active trading market for our common shares;
The Company may never pay dividends, and a return on an investment in the Company will depend upon an appreciation in the price of our shares after purchase;
The Company may be classified as a “passive foreign investment company” for U.S. federal income tax purposes;
United States investors may not be able to obtain an enforcement of civil liabilities against the Company
The Company’s status as an “emerging growth company”;
Increased costs and compliance matters related to our status as a public company in the United States; and
The Company’s status as a “foreign private issuer.”

 

Readers are cautioned to read more about the potential risks the Company faces under the heading “Business Risks” at the end of this MD&A.

 

Non-GAAP Measures and Additional GAAP Measures

 

In this MD&A we describe certain income and expense items that are unusual or non-recurring. There are terms not defined by International Financial Reporting Standards (“IFRS”). Our usage of these terms may vary from the usage adopted by other companies. Specifically, Gross profit, Gross margin and Cash flow from operations are undefined terms by IFRS that may be referenced herein. We provide this detail so that readers have a better understanding of the significant events and transactions that have had an impact on our results.

 

Throughout this document, reference is made to “gross profit,” “gross margin,” and “working capital”, which are non-IFRS measures. Management believes that gross profit, defined as revenue less cost of sales, is a useful supplemental measure of operations. Gross profit helps provide an understanding of 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 Company’s liquidity and its ability to meet its current obligations. Readers are cautioned that these non-IFRS measures may not be comparable to similar measures used by other companies. Readers are also cautioned not to view these non-IFRS financial measures as an alternative to financial measures calculated in accordance with IFRS.

 

Core Business and Strategy

 

Draganfly creates quality, cutting-edge unmanned and remote data collection and analysis platforms and systems that are designed to revolutionize the way companies do business. The Company is incorporated under the British Columbia Business Corporations Act and has its registered office located at 2800 – 666 Burrard Street, Vancouver, BC, V6C 2Z7 with a head office at 235 103rd St. E, Saskatoon, SK, S7N 1Y8.

 

Recognized as being at the forefront of UAV (unmanned aerial vehicles) technology for two decades, Draganfly is an award-winning, industry-leading manufacturer, contract engineering, and product development company within the commercial UAV space serving the public safety, agriculture, industrial inspections, and mapping and surveying markets. Draganfly is a company driven by passion, ingenuity, and the need to provide efficient solutions and first-class services to its customers around the world with the goal of saving time, money, and lives.

 

Founded in 1998, Draganfly is recognized as one of the first commercial multi-rotor manufacturers and has a legacy for its innovation and superior customer service. The company has sold products and services to over 50 countries.

 

4
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Draganfly can provide its customers with an entire suite of products and services that include quad-copters, fixed-wing aircrafts, handheld controllers, flight training, and software used for tracking, live streaming, data collection, and health monitoring. The integrated UAV system is equipped for automated take-offs and landings with altitude and return to home functions as well as in-house created survey software. Draganfly’s standard features combined with custom fit camera payloads ranging from multi-spectral, hyper-spectral, LIDAR, thermal, and infrared allows Draganfly to offer a truly unique solution to clients.

 

With 23 issued and one pending fundamental UAV patents in the portfolio, Draganfly will continue to expand and grow its intellectual property portfolio.

 

Historically, the main business of the Company was as a manufacturing company offering commercial UAVs directly to its customer base across various industry verticals. The Company has evolved to offer drone solutions, including continuing to sell and develop its own OEM products, providing engineering procurement, drone services, and reselling third party products.

 

Draganfly works with its customers to customize a product or platform from idea to research and development (R&D) to completion and testing. A work plan is created with timelines and budgets which includes materials, travel, testing, and engineering time. The work plan is approved by the customer before work begins. To date, the majority of this work is considered proprietary in nature and is protected by trade secrets and other intellectual property protections.

 

The Company’s scope includes providing custom built parts, accessories, drone services, and the ability to sell third-party manufactured UAVs along with support services.

 

On May 1, 2024, the Company completed a public offering for 7,063,514 units consisting of one common share and one warrant and 6,450,000 units consisting of one pre-funded warrant and one warrant. Each unit was sold at a price of CAD $0.259 USD for gross proceeds of USD $3,500,000 million ($4,882,169 million CAD). Net proceeds of CAD $4,102,553 million was received after share issue costs of $779,615 CAD. The prefunded warrants have an exercise price of $0.0014 CAD which are exercisable immediately with a term of 5 years. The remaining warrants have an exercise price of $0.3583 CAD and are exercisable immediately with a term of 5 years. As part of the transaction 676,576 warrants were issued to the underwriter with an exercise price of $0.4425 CAD and will have a term of 3 years.

 

Pursuant to a prior underwritten public offering, the Company issued 6,400,000 common share warrants (the “October Warrants”) with each warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of US$ 0.6123, until October 28, 2028. In connection with the closing of the offering above, the Company and the holder of the October Warrants have entered into an amendment agreement whereby the exercise price of the October Warrants was reduced and converted to Canadian dollars for a new exercise price of $ 0.3583 and the cashless exercise provision was removed.

 

On February 26, 2024, the Company completed an underwritten share placement of 11,200,000 units with each unit consisting of one common share and one warrant to purchase one common share and 2,200,000 units consisting of one pre-funded warrant to purchase one common share and one warrant to purchase one common share. Each unit was sold at a price of $0.27 USD for gross proceeds of $3,617,780 million ($4,075,946 million CAD). Net proceeds of $3,289,520 million USD ($4,433,831 million CAD) was received after share issue costs of $328,260 USD ($442,450 thousand CAD). The pre-funded warrants have an exercise price of $0.0001 USD and were exercised on the date of issue bringing the total gross proceeds to $3,618,000 USD. The remaining warrants have an exercise price of $0.36 USD, subject to adjustment, and are exercisable immediately with a term of 5 years. On March 27, 2024 the exercise price on these warrants was updated to $0.1761 USD per the terms of the agreement allowing for a one-time adjustment to the exercise price. As part of this transaction 670,000 warrants were issued to the underwriter with an exercise price of $0.3375 USD and will have a term of 3 years.

 

5
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

On October 30, 2023, the Company completed a public offering and issued 6,400,000 share units at an offering price of USD $0.55 per unit for gross proceeds of USD $3,520,000. The units were issued as follows: 4,800,000 units comprised of one share and one warrant and 1,600,000 units comprised of one pre-funded warrant with an exercise price of $0.0001 USD and have no expiry date, and one warrant. The warrants had an exercise price of USD $0.61 per share, are exercisable immediately and expire five years from the date of issuance.

 

On March 31, 2023 the Company closed an underwritten public offering of 8,000,000 common shares at a price of $1.00 USD per share for total gross proceeds of $8,000,000 USD ($10,856,166 million CAD) with share issue costs of $1,443,163 USD ($1,953,032 million CAD) for net proceeds of $6,556,837 ($8,903,134 million CAD).

 

On January 31, 2023, the Company entered into an equity distribution agreement. The agreement will allow the Company from time to time, to distribute in an at-the-market offering (“ATM”) up to $15,000,000 (USD) in common shares. Draganfly intends to use the net proceeds from the ATM for general corporate ‎purposes, including to fund ongoing operations, growth initiatives and/or ‎for working capital requirements ‎including the continuing development and marketing of the Company’s ‎core products, potential acquisitions and ‎research and development‎.

 

From February 1, 2023 to February 17, 2023, the Company distributed 650,759 ATM shares under the ATM offering at an average price of $2.69 per share for net proceeds of $1,526,810.

 

On July 30, 2021, the Company’s shares began trading on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “DPRO”. The Company’s shares continue to trade on the Canadian Stock Exchange (the “CSE”), however, as of July 30, 2021 they now trade under the symbol “DPRO” on that exchange as well. The Company’s shares also trade on the Frankfurt Stock Exchange under the Symbol “3U8A”.

 

In order to become compliant with Nasdaq regulations, the company also underwent a stock consolidation. Effective July 29, 2021, the Company consolidated its issued and outstanding common shares on a 5 to 1 basis, which resulted in 27,045,909 common shares outstanding post-consolidation.

 

Subsequent to the period ending June 30, 2024, on July 23, 2024, the remaining 3,099,000 of the pre-funded warrants from the May 1, 2024 issuance were exercised.

 

Additional information relating to the Company may be found at the Company’s website, www.draganfly.com.

 

2024 Q2 Highlights

 

2024 Q2 Total Revenues of $1,732,990 with Product Sales of $ 1,387,350

 

2024 Q2 revenues decreased by $166,049 from $1,899,039 in Q2 2023 to $1,732,990 with the bulk of this revenue coming from product revenue. Service revenue increased by $27,959 from $317,681 in Q2 2023 to $345,640 in Q2 2024.

 

(1)Gross Profit was $461,673 with a Gross Margin increase of 2.0% in Q2 2024 compared to Q2 2023. Gross Profit (as a % of revenues) would have been 34.4% and 31.1% not including a non-cash write down of inventory for $134,410 and $122,600 respectively for the three-month period ending June 30, 2024 and 2023. Gross Profit (as a % of revenues) would have been 33.5% and 31.7% not including a non-cash write down of inventory for $283,169 and $199,647 respectively for the six-month period ending June 30, 2024 and 2023.

 

In Q2 2024, the Company’s total gross margin was 26.6% compared to 24.6% in Q2 2023.

 

Continued Diversification of its Product and Services Offering

 

Given the Company’s deep engineering talent, the Company continues to expand its product and services available to its customers. Doing this leverages the Company’s core skill set of innovation that tends to lead to future projects, bringing in more consistent revenue. The Company continues to increase its scope of products and services to include the sale of third-party manufactured UAVs and drone-as-a-service type work. Having a larger breadth of products and services, in part mitigates some risk for the Company given its offering covers a broader market.

 

Risks Related to Operations

 

The Company’s 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:

 

generate sufficient revenue to maintain profitability;
acquire and maintain market share;
achieve or manage growth in operations;
develop and renew contracts;
attract and retain additional engineers and other highly qualified personnel;
successfully develop and commercially market new products;
adapt to new or changing policies and spending priorities of governments and government agencies; and
access additional capital when required and on reasonable terms.

 

For further and more detailed risk disclosure, please reference “Business Risks” at the end of this MD&A.

 

6
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Outlook and Guidance

 

General

 

The Company believes that drone regulations are gradually evolving in favor of additional use cases, which could lead to more revenue opportunities from a greater pool of customers. The Company is positioned properly to take advantage of this dynamic given its legacy and ongoing innovative product development coupled with being publicly traded providing greater market awareness than its private competitors. The Company will increasingly focus on some of its growth initiatives beyond Canada and into the United States and abroad. All else being equal, accessing more capital will help the Company expand and diversify its engineering and drone services businesses. The Company has already built the infrastructure including human resources from an oversight, sales, and engineering perspective. Further, the Company will continue to focus on innovation, product development, and expanding its hardware offerings opportunistically into niche segments of the UAV and related sectors. Finally, the Company has considered providing various other non-engineering services and it may make more sense to buy an existing industry player than to build out this offering. The Company expects to be active in this regard reviewing partnerships and acquisitions in the current fiscal year and the near future.

 

Selected Financial Information

 

The following selected financial data has been extracted from the unaudited condensed consolidated interim financial statements, prepared in accordance with International Financial Reporting Standards, for the fiscal years indicated and should be read in conjunction with the unaudited condensed consolidated interim financial statements. All earnings per share calculations are shown post-consolidation.

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Total revenues  $1,732,990   $1,899,039   $3,062,571   $3,500,525 
Gross Margin (as a % of revenues) (1)   26.6%   24.6%   24.2%   26.0%
Net income (loss)   (7,091,549)   (6,908,964)   (8,955,537)   (13,976,590)
Net income (loss) per share ($)                    
- Basic   (0.10)   (0.16)   (0.14)   (0.36)
- Diluted   (0.10)   (0.16)   (0.14)   (0.36)
Comprehensive income (loss)   (7,097,638)   (6,890,812)   (8,982,054)   (13,987,807)
Comprehensive income (loss) per share ($)                    
- Basic   (0.10)   (0.20)   (0.14)   (0.40)
- Diluted   (0.10)   (0.20)   (0.14)   (0.40)
Change in cash and cash equivalents  $950,811    (6,647,812)  $2,196,935   $1,173,657 

 

(1)Gross Profit (as a % of revenues) would have been 34.4% and 31.1% not including a non-cash write down of inventory for $134,410 and $122,600 respectively for the three-month period ending June 30, 2024 and 2023. Gross Profit (as a % of revenues) would have been 33.5% and 31.7% not including a non-cash write down of inventory for $283,169 and $199,647 respectively for the six-month period ending June 30, 2024 and 2023.

 

7
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

The net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2024, includes non-cash changes comprised of a change in fair value of derivative liability of $2,604,394 and $786,825, a write down of inventory of $134,410 and $283,169, and an impairment gain on notes receivable of $4,110 and $10,861. The net loss and comprehensive loss for the three and six month period ended June 30, 2024 would otherwise have been a losses of $4,356,855 and $7,896,224 for the net loss, and a loss of $4,362,944 and $7,922,921 for the comprehensive loss.

 

The net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2023, includes non-cash changes comprised of a change in fair value of derivative liability of $nil and $(57,314) and a write down of inventory of $122,600 and $199,647. The net loss and comprehensive loss for the three and six month period ended June 30, 2023 would otherwise have been a losses of $6,786,364 and $13,834,257 for the net loss, and a loss of $6,768,212 and $13,845,474 for the comprehensive loss.

 

As at  June 30, 2024   December 31, 2023 
Total assets  $9,900,539   $8,330,292 
Working capital   (3,690,940)   (717,017)
Total non-current liabilities   441,053    523,584 
Shareholders’ equity  $(2,622,137)  $407,716 
Number of shares outstanding   75,399,769    49,229,563 

 

Shareholders’ equity and working capital as at June 30, 2024, includes a fair value of derivative liability of $9,382,960 (2023 - $4,196,125) and would otherwise be $6,760,823 (2023 - $4,603,841) and $5,692,020 (2023 - $3,479,108), respectively.

 

Results of Operations

 

Revenue

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Sales of goods  $1,387,350   $1,581,358   $2,625,298   $2,962,174 
Provision of services   345,640    317,681    437,273    538,351 
Total revenue  $1,732,990   $1,899,039   $3,062,571   $3,500,525 

 

Total revenue for the three months ended June 30, 2024, decreased by $166,049 or 8.7% as compared to Q2 2023. The decrease in revenue is largely due to decreased revenue from the sales of goods from Draganfly Innovations USA, Inc. (“DI USA”) and Dronelogics Systems Inc. (“Dronelogics”).

 

Services revenue increased $27,959 or 8.8% in Q2 2024 as compared to Q2 2023. The increase in revenue is largely due to increased service revenue from Dronelogics.

 

Total revenue for the six months ended June 30, 2024, decreased by $437,954 or 12.5% as compared to the six months ended June 30, 2023. The decrease in revenue is largely due to decreased revenue from the sales of goods from Draganfly Innovations USA, Inc. (“DI USA”) and Dronelogics Systems Inc. (“Dronelogics”).

 

Total revenue for the three months ended June 30, 2024, increased by $403,409 or 30.3% as compared to Q1 2024. The increase in revenue is largely due to increased revenue from the provision of services.

 

8
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Cost of sales / Gross Margin

 

   Three months ended June 30,   Six months ended June 30, 
           2024   2023 
Cost of sales (1)  $(1,271,317)  $(1,431,922)  $(2,320,886)  $(2,589,974)
Gross profit   461,673    467,117   $741,685   $910,551 
Gross margin (%)   26.6%   24.6%   24.2%   26.0%

 

(1)Cost of sales would have been $1,136,907 and $1,309,322 not including a non-cash write down of inventory for $134,410 and $122,600, respectively for the three-month periods ending June 30, 2024 and 2023. Cost of sales would have been $2,037,717 and $2,390,327 not including a non-cash write down of inventory for $283,169 and $199,647, respectively for the six-month periods ending June 30, 2024 and 2023.

 

Gross profit is the difference between the revenue received and the direct cost of that revenue. Gross margin is gross profit divided by revenue and is often presented as a percent.

 

For the three months ended June 30, 2024, the Company’s Gross Profit decreased by $5,444 or 1.2% compared to Q2 2023. As a percentage of sales, gross margin increased from 24.6% in Q2 2023 to 26.6% in Q2 2024. Not including the non-cash write down of inventory of $134,410 (2023 - $122,600), the Company’s Gross Profit increased by $5,444 or 1.2% compared to Q2 2023. The increase in gross margin percentage was due to a larger increase in sales than in cost of sales.

 

For the six months ended June 30, 2024, the Company’s Gross Profit decreased by $168,866 or 18.5% compared to the six months ended June 30, 2023. As a percentage of sales, gross margin decreased from 26.0% in 2023 to 24.2% in 2024. Not including the non-cash write down of inventory of $283,169 (2023 - $199,647), the Company’s Gross Profit decreased by $85,344 or 7.7% compared to the six months ending June 30, 2023.

 

Selling, General, and Administrative (SG&A)

 

   Three months ended June 30   Six months ended June 30, 
   2024   2023   2024   2023 
Insurance  $355,705   $508,424   $719,980   $1,006,430 
Office and Miscellaneous   521,161    1,437,404    867,430    4,238,056 
Professional Fees   888,480    1,573,887    1,468,740    2,421,074 
Research and development   191,068    555,460    312,459    1,348,684 
Share-based payments   305,417    478,915    504,054    1,019,478 
Travel   76,911    204,324    116,931    293,586 
Wages and salaries   1,821,608    2,148,317    3,403,039    3,969,398 
Total  $4,160,080   $6,906,731   $7,392,633   $14,296,706 

 

For the three months ended June 30, 2024, SG&A expenses decreased by 39.8% from $6,906,731 in Q2 2023 to $4,160,080 in Q2 2024. The largest contributors to the decrease are professional fees, research and development, office and miscellaneous, wages and salaries and share-based compensation.

 

For the six months ended June 30, 2024, SG&A expenses decreased by 48.3%, from $14,296,706 for the six months ended June 30, 2023 to $7,392,633 for the six months ended June 30, 2024. The largest contributors to the decrease are professional fees, research and development, office and miscellaneous, and share-based compensation.

 

9
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Net and Comprehensive Income (Loss)

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Loss from operations  $(3,934,250)  $(6,766,918)  $(7,185,172)  $(13,931,617)
Change in fair value of derivative liability   (2,604,394)   -    (786,825)   57,314 
Finance and other costs   41,980    10,891    46,805    46,752 
Foreign exchange gain (loss)   7,823    (174,919)   74,560    (193,075)
Gain (loss) on disposal of assets   (19,226)   (5,508)   24,302    15,695 
Recovery of notes receivable   4,110    -    10,861    - 
Income from government assistance   -    1,297    -    2,572 
Other income (loss)   (587,592)   26,193    (1,139,888)   25,769 
Net income (loss)   (7,091,549)   (6,908,964)   (8,955,357)   (13,976,590)
Cumulative translation differences   (7,459)   (21,775)   (17,021)   (108,177)
Change in fair value of equity investments at FVOCI   1,370    39,927    (9,676)   96,960 
Comprehensive income (loss)  $(7,097,638)  $(6,890,812)  $(8,982,054)  $(13,987,807)

 

For the three months ended June 30, 2024, the Company recorded a comprehensive loss of $7,097,638 compared to comprehensive loss of $6,890,812 in Q2 2024.

 

The net and comprehensive loss for the three months ended June 30, 2024, includes non-cash changes comprised of a change in fair value of derivative liability of $2,604,394, a write down of inventory of $134,410, and a recovery of notes receivable of $4,110 and would otherwise be a loss of $4,356,855 and comprehensive loss of $4,362,944. The net and comprehensive loss for the same period last year, included an inventory write down of $122,600 and would otherwise be a loss of $6,786,364 and a comprehensive loss of $6,768,212.

 

For the six months ended June 30, 2024, the Company recorded a comprehensive loss of $8,982,054 compared to a loss of $13,987,807 in 2023.

 

The net and comprehensive loss for the six months ended June 30, 2024, includes non-cash changes compromised of change in fair value of derivative liability of $786,825, a write down of inventory of $283,169, and an impairment gain on notes receivable of $10,861, and would otherwise be losses of $7,896,224 and $7,922,921 respectively. The net and comprehensive income for the same period last year, included a change in fair value of derivative liability of $57,314, and a write down of inventory of $199,647, and would otherwise be losses of $13,834,257 and $13,845,474, respectively.

 

Authorized share capital

 

Unlimited number of common shares without par value.

 

Issued share capital

 

During the three months ended June 30, 2024,

 

The Company issued 114,992 common shares for the vesting of restricted share units.
The Company issued 8,691,700 common shares for the exercise of warrants
The Company issued 11,200,000 units consisting of one common share and one warrant and 2,200,00 units consisting of one prefunded warrant and one warrant in a financing for $4,877,475 with share issuance costs of $752,498 for net proceeds of $4,124,977. Of the total share issuance costs $441,166 were expensed in other income (expense). Value of the issuance was allocated $2,017,966 to the shares, and $2,859,509 to the warrants, including $431,084 allocated to prefunded warrants. The prefunded warrants were exercised on the date of issue. May 1, 2024 the exercise price of the warrants was amended to CAD $0.3583 from the original exercise price of USD $0.6123 and the cashless exercise provision was removed. This amended exercise price is the Canadian equivalent of the USD trading price on October 30, 2024 of USD$ 0.259, the date of issue of these warrants.

 

10
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

900,000 shares were returned to treasury that were held in escrow related to the Vital Intelligence Inc. acquisition for failure to meet required milestones. All value that had been recorded related to these shares had been previously written off.
The Company issued 7,063,514 units consisting of one common share and one warrant and 6,450,000 units consisting of one prefunded warrant and one warrant in a financing for $4,818,952 with share issuance costs of $779,615 for net proceeds of $4,102,553. Of the total share issuance costs $671,747 was expensed in other income (expense). The value of the issuance was allocated $396,137 to the shares, and $4,42,815 to the warrants, including $1,248,343 allocated to prefunded warrants.

 

During the year ended December 31, 2023,

 

The Company issued 1,508,255 common shares for the vesting of restricted share units.
The Company issued 8,000,000 common shares in a financing for $10,856,166 with share issuance costs of $1,953,032 for net proceeds of $8,903,134.
The Company issued 650,729 common shares in an ATM (“At – the - market”) financing for $1,748,946 with share issuance costs of $222,136 for net proceeds of $1,526,810.
The Company issued 4,800,000 common shares in a financing for proceeds of $4,858,995 with share issuance costs of $889,623 for net proceeds of $3,969,372. Of the total share issuance costs $793,979 were expensed in other income (expense). Value of the issuance was allocated $520,064 to the shares and $4,338,931 to derivative liability.

 

Summary of Quarterly Results

 

The following selected quarterly financial data has been extracted from the financial statements, prepared in accordance with International Financial Reporting Standards.

 

Total revenue for the three months ended June 30, 2024, decreased by $166,049 or 8.7% as compared to the same period in 2023. The decrease was mainly due to lower revenue from products.

 

SG&A expenses for the three months ended June 30, 2024 decreased 39.8% compared to the same period in 2023 due to the decrease are professional fees, research and development, office and miscellaneous, wages and salaries and share-based compensation. The other income (expense) and comprehensive loss for the second quarter of 2024 includes non-cash changes of a change in fair value of derivative liability of $2,604,394, a write down of inventory of $134,410, an impairment recovery on notes receivable of $4,110 and would otherwise be an other expense of $422,605 and comprehensive loss of $4,332,609, respectively.

 

Total revenue for the three months ended June 30, 2024, increased by $403,409 or 30.3% as compared to the three months ended March 31, 2024. The primary increase in revenue is due to the increase in services revenue. Product sales increased by $149,402 or 12.1% in the second quarter of 2024 as compared to the first quarter primarily due to increased demand.

 

SG&A expenses increased by $927,528 or 28.7% compared to the first quarter of 2024 due to increased wages and salaries, office and miscellaneous and professional fees.

 

11
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

The table below summarizes the quarterly results over the past eight fiscal quarters. All earnings per share calculations are shown post-consolidation.

 

   2024 Q2   2024 Q1   2023 Q4   2023 Q3 
Revenue  $1,732,990   $1,329,581   $916,299   $2,138,017 
Cost of sales(2)  $(1,271,317)  $(1,049,570)  $(657,420)  $(1,243,334)
Gross profit(3)  $461,673   $280,011   $258,879   $894,683 
Gross margin – percentage   26.6%   21.1%   28.3%   41.8%
Operating expenses  $(4,395,923)  $(3,530,933)  $(3,482,141)  $(6,356,139)
Operating income (loss)  $(3,934,250)  $(3,250,922)  $(3,223,262)  $(5,461,456)
Operating loss per share - basic  $(0.05)  $(0.05)  $(0.08)  $(0.13)
Operating loss per share - diluted  $(0.05)  $(0.05)  $(0.08)  $(0.13)
Other income (expense)  $(3,157,299)  $1,387,114   $(965,075)  $14,571 
Change in fair value of derivative liability (1)  $(2,604,394)  $1,817,569   $153,798   $- 
Other comprehensive income (loss)  $(6,089)  $(20,608)  $(3,461)  $(83,363)
Comprehensive income (loss)  $(7,097,638)  $(1,884,416)  $(4,191,796)  $(5,530,248)
Comprehensive income (loss) per share - basic  $(0.10)  $(0.03)  $(0.10)  $(0.13)
Comprehensive income (loss) per share - diluted  $(0.10)  $(0.03)  $(0.10)  $(0.13)

 

   2023 Q2   2023 Q1   2022 Q4   2022 Q3 
Revenue  $1,899,039   $1,601,486   $1,314,162   $1,876,221 
Cost of sales  $(1,431,922)  $(1,158,052)  $(2,980,133)  $(1,249,313)
Gross profit  $467,117   $443,434   $(1,665,971)  $626,908 
Gross margin – percentage   24.6%   27.7%   -126.8%   33.4%
Operating expenses  $(7,234,034)  $(7,608,132)  $(7,342,669)  $(7,007,690)
Operating loss  $(6,766,917)  $(7,164,698)  $(9,008,640)  $(6,380,783)
Operating loss per share - basic  $(0.16)  $(0.21)  $(0.26)  $(0.19)
Operating loss per share - diluted  $(0.16)  $(0.21)  $(0.26)  $(0.19)
Other income (expense)  $(142,046)  $97,073   $(7,575,889)  $1,039,968 
Change in fair value of derivative liability (1)  $-   $57,312   $334,016   $305,094 
Other comprehensive income (loss)   18,152   $(29,369)  $(76,073)  $348,282 
Comprehensive income (loss)  $(6,890,812)  $(7,096,995)  $(16,660,602)  $(4,992,533)
Comprehensive income (loss) per share - basic  $(0.16)  $(0.20)  $(0.49)  $(0.15)
Comprehensive income (loss) per share - diluted  $(0.16)  $(0.20)  $(0.49)  $(0.15)

 

(1)Included in other income (expense).
(2)Cost of goods sold would have been $1,136,907 in Q2 2024 not including a non-cash write down of inventory for $134,410. For the comparative quarters cost of goods sold not including inventory write-downs of $77,047 in Q1 2023, $122,600 in Q2 2023, $8,600 in Q3 2023, $123,424 in Q4 2023 and $148,760 in Q1 2024 would have been $1,081,005 in Q1 2023, $1,309,322 in Q2 2023, $1,234,734 in Q3 2023, $533,996 in Q4 2023 and $900,810 in Q1 2024 before these write downs.
(3)Gross profit would have been $596,083 not including a one-time non-cash write down of inventory for $134,410 (2023 - $122,600). Gross profit would have been $520,481 in Q1 2023, $589,717 in Q2 2023, $903,283 in Q3 2023, $382,303 in Q4 2023 and $428,771 in Q1 2024 without the write downs. Gross profit would have been $310,543 in Q4 of 2022 without the write downs noted in number 2 above.

 

12
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Liquidity and Capital Resources

 

The Company’s liquidity risk is derived from its loans, accounts payable, and accrued liabilities, as it may encounter difficulty discharging those obligations, but the Company endeavors to mitigate that risk through the careful management of its debt holders and the assertive pursuit of capital inflow for its operations. The Company’s working capital deficit of ($3,690,940) as at June 30, 2024 would be increased to working capital of $5,692,020 if the non-cash derivative liability was excluded. The Company’s working capital at December 31, 2023 was a deficit of $717,017 and would be increased to a surplus of $3,479,108 if the non-cash derivative liability was excluded.

 

The Company considers the items included in capital to include shareholders’ equity. The Company manages its capital structure and makes adjustments to it in light of changes in economic and business conditions, financing environment, and the risk characteristics of the underlying assets. The Company does not have any contracted or committed capital expenditures as of the date of this MD&A. The Company utilizes its credit card facilities from time to time to make various purchases for their operations.

 

On May 1, 2024, the Company completed a public offering for 7,063,514 units consisting of one common share and one warrant and 6,450,000 units consisting of one pre-funded warrant and one warrant. Each unit was sold at a price of CAD $0.259 USD for gross proceeds of USD $3,500,000 million ($4,818,952 million CAD). Net proceeds of CAD $4,039,337 million was received after share issue costs of $779,615 CAD. The prefunded warrants have an exercise price of $0.0014 CAD which are exercisable immediately with a term of 5 years. The remaining warrants have an exercise price of $0.3583 CAD and are exercisable immediately with a term of 5 years. As part of the transaction 676,576 warrants were issued to the underwriter with an exercise price of $0.4425 CAD and will have a term of 3 years.

 

Pursuant to a prior underwritten public offering, the Company issued 6,400,000 common share warrants (the “October Warrants”) with each warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of US$ 0.6123, , until October 28, 2028. In connection with the closing of the offering above, the Company and the holder of the October Warrants have entered into an amendment agreement whereby the exercise price of the October Warrants was reduced and converted to Canadian dollars for a new exercise price of $ 0.3583 and the cashless exercise provision was removed.

 

On February 26, 2024, the Company completed an underwritten share placement of 11,200,000 units with each unit consisting of one common share and one warrant to purchase one common share and 2,200,000 units consisting of one pre-funded warrant to purchase one common share and one warrant to purchase one common share. Each unit was sold at a price of $0.27 USD for gross proceeds of $3,617,780 million ($4,075,946 million CAD). Net proceeds of $3,289,520 million USD ($4,433,831 million CAD) was received after share issue costs of $328,260 USD ($442,450 thousand CAD). The pre-funded warrants have an exercise price of $0.0001 USD and were exercised on the date of issue bringing the total gross proceeds to $3,618,000 USD. The remaining warrants have an exercise price of $0.36 USD, subject to adjustment, and are exercisable immediately with a term of 5 years. On March 27, 2024 the exercise price on these warrants was updated to $0.1761 USD per the terms of the agreement allowing for a one-time adjustment to the exercise price. As part of this transaction 670,000 warrants were issued to the underwriter with an exercise price of $0.3375 USD and will have a term of 3 years.

 

Further, in order to maintain or adjust its capital structure, the Company may issue new shares, new debt, or scale back the size and nature of its operations. The Company is not subject to externally imposed capital requirements.

 

The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing and or achieve profitable operations in the future. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Based on the Company’s existing operations, the Company will need to raise additional capital during the next twelve months and beyond to support its business plan.

 

We expect, from time to time, to evaluate the acquisition of businesses, intellectual property, products and technologies for which a portion of the net proceeds may be used. There is always the potential that any acquisition or investment in a company or product has a negative impact on future cash flows of the Company.

 

13
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Our plan of operations for the next year includes the following: (i) ensure production capacity is adequate to meet demand for products; (ii) continuing to hone existing product offerings; (iii) streamline workflow efficiencies; (iv) diversifying and expanding business lines organically and by considering potential acquisitions; (v) continuing to patent innovative ideas for new products; and (vi) developing and increasing current product offering to various niche industries that are not currently being served.

 

As of the date of this MD&A, we cannot predict with certainty all of the particular uses for the net proceeds received from the closing of past financings. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors.

 

Off-Balance Sheet Arrangements

 

The Company has no material undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on our results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources.

 

Contractual Obligations

 

As of June 30, 2024, and as of the date of this MD&A, and in the normal course of business, the following is a summary of the Company’s material obligations to make future payments, representing contracts, and other commitments that are known and committed.

 

Right of Use Assets

 

   Vehicles   Buildings   Land   Total 
Balance at December 31, 2022  $2,385   $342,361   $-   $344,746 
Additions   -    322,354    418,001    740,355 
Depreciation   (2,385)   (149,644)   (211,057)   (363,086)
Foreign exchange translation   -    -    (328)   (328)
Balance at December 31, 2023  $-   $515,071   $206,616   $721,687 
Depreciation   -    (71,364)   (106,219)   (177,583)
Foreign exchange translation   -    -    6,513    6,513 
Balance at June 30, 2024  $-   $443,707   $106,910   $550,617 

 

The Company added two new leases during the year ended December 31, 2023. A lease for land in the amount of $418,001 with an expiration date of December 31, 2024, and another lease for a facility in the amount of $322,354 with an expiration date of September 30, 2028. The Company has five leases with expiration dates of December 31, 2023, December 31, 2024, May 31, 2026, January 31, 2027, and September 30, 2028

 

14
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Lease Liability

 

As at  Total 
Balance at December 31, 2022  $378,643 
Interest expense   96,423 
Additions   734,903 
Lease payments   (423,410)
Foreign exchange translation   3,464 
Balance at December 31, 2023   790,023 
Interest expense   38,057 
Lease payments   (205,746)
Foreign exchange translation   (3,812)
Balance at June 30, 2024  $618,522 

 

Which consists of:

 

   June 30, 2024   December 31, 2023 
Current lease liability  $264,036   $362,001 
Non-current lease liability   354,486    428,022 
Ending balance  $618,522   $790,023 

 

Maturity analysis  Total 
Less than one year  $313,080 
One to three years   308,582 
Four to five years   93,387 
Total undiscounted lease liabilities   715,049 
Amount representing interest   (96,527)
   $618,522 

 

Related Party Transactions

 

On August 1, 2019, the Company entered in a business services agreement (the “Agreement”) with Business Instincts Group (“BIG”), a company that Cameron Chell, CEO and director has a material interest in that he previously controlled, to provide: corporate development and governance, strategic facilitation and management, general business services, office space, corporate business development video content, website redesign and management, and online visibility management. The services are provided by a team of consultants and the costs of all charges are based on the fees set in the Agreement. For the six months ended June 30, 2024, the company incurred fees of $125,702 (2023 - $380,000).

 

On October 1, 2019, the Company entered into an independent consultant agreement (“Consultant Agreement”) with 1502372 Alberta Ltd, a company controlled by Cameron Chell, CEO and director, to provide executive consulting services to the Company. The costs of all charges are based on the fees set in the Consultant Agreement. For the six months ended June 30, 2024, the Company incurred fees of $215,687 (2023 - $226,782). As at June 30, 2024, the Company was indebted to this company in the amount of $nil (2023 - $37,187).

 

On July 3, 2020, the Company entered into an executive consultant agreement (“Executive Agreement”) with Scott Larson, a director of the Company, to provide executive consulting services, as President, to the Company. On May 9, 2022, Scott Larson ceased to be President of the Company and entered into an agreement to provide executive consulting services to the Company and all fees are set in the consulting agreement. For the six months ended June 30, 2024, the Company incurred fees of $77,424 (2023 - $145,152). As at June 30, 2024, the Company was indebted to this company in the amount of $nil (2023 - $58,157).

 

15
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Trade receivables/payables and accrued receivables/payables:

 

As at June 30, 2024, the Company had $18,000 (2023 - $95,345) payable to related parties that was included in accounts payable. The balances outstanding are unsecured, non-interest bearing and due on demand.

 

Key management compensation

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. Compensation awarded to key management for the three and six months ended June 30, 2024 and 2023 included:

 

   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Director fees  $91,463   $151,577   $243,900   $303,240 
Salaries   127,518    431,407    269,586    533,522 
Share-based payments   181,749    267,638    303,861    530,880 
   $400,730   $850,622   $817,347   $1,367,642 

 

During the three months ended June 30, 2024, the directors agreed to a 20% reduction in their fees for the first and second quarter resulting in an adjustment of $30,488 to the first quarter directors’ fees which flowed through the second quarter.

 

Other related parties

 

   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Management fees paid to a company controlled by CEO and director  $65,702   $280,000   $125,702   $380,000 
Management fees paid to a company that the CEO holds an economic interest in   109,437    123,153    215,687    226,782 
Management fees paid to a company controlled by the former President and director   36,991    56,754    77,424    145,152 
   $212,130   $489,907   $418,813   $751,934 

 

Share Capital

 

   Number of Common Shares   Share Capital 
Balance, December 31, 2022   34,270,579   $83,600,089 
Shares issued for financing - ATM   650,729    1,748,946 
Share issue costs   -    (222,136)
Shares issued for financing   12,800,000    11,376,230 
Share issue costs   -    (2,072,886)
Shares issued for the exercise of RSU’s   1,508,255    2,640,733 
Balance, December 31, 2023   49,229,563    97,070,976 
Shares issued for financing   18,263,514    2,391,862 
Share issue costs   -    (442,853)
Shares issued for the exercise of warrants   8,691,700    3,027,335 
Shares returned to treasury   (900,000)   - 
Shares issued for the exercise of RSU’s   114,992    156,831 
Balance, June 30, 2024   75,399,769   $102,204,151 

 

16
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Stock options

 

The following is the summary of the Company’s stock option activity. Number of options and weighted average exercise prices in the table below are shown as they were outstanding, forfeited, granted, and exercised:

 

   Number of Options   Weighted Average Exercise Price 
Outstanding, December 31, 2022   877,157   $4.60 
Forfeited   (9,999)   3.77 
Issued   30,000    0.63 
Outstanding, December 31, 2023   897,158   $4.48 
Forfeited   (88,335)   3.65 
Outstanding, June 30, 2024   808,823   $4.57 

 

Restricted Share Units (RSUs)

 

The following is the summary of the Company’s RSU activity. Number of RSUs in the table below are shown as they were outstanding, exercised, forfeited, and issued:

 

   Number of RSUs 
Outstanding, December 31, 2022   1,198,875 
Vested   (1,508,255)
Issued   1,685,316 
Forfeited   (262,969)
Outstanding, December 31, 2023   1,112,967 
Vested   (114,992)
Issued   4,630,443 
Forfeited   (64,237)
Outstanding, June 30, 2024   5,564,181 

 

Warrants

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company issued pre-funded warrants (“USD pre-funded Warrants”) where a portion of the funds related to the eventual exercise have already been received with the remaining exercise price in USD. Being in a foreign currency that is not the Company’s functional currency and these pre-funded warrants were not issued in exchange for services, the value related to the future exercise price of the USD pre-funded Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, the portion of the USD pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The initial fair value of these USD pre-funded Warrants was parsed out from equity and recorded as a financial liability.

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company issued warrants (“USD Warrants”) with a USD exercise price. Being in a currency that is not the Company’s functional currency and these warrants were not issued in exchange for services, 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.

 

17
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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. At the dates of issue the warrants were valued with a risk free rate of 4.33% and 4.65% (2023 – 4.8%), volatility of 119.23% and 119.80% (2023 – 115.35%), expected life of 5 years and an expected dividend yield rate of 0%. The broker warrants were valued with a risk free rate of 4.48% and 4.62% (2023 – 4.87%), volatility of 107.8% and 108.67% (2023 – 138.83%), expected life of 3 years and an expected dividend yield of 0%.

 

Warrant Derivative Liability

 

Balance at December 31, 2022  $- 
Warrants issued   3,985,015 
Change in fair value of warrants outstanding   211,110 
Balance at December 31, 2023  $4,196,125 
Warrants issued   7,282,325 
Warrants exercised   (2,882,315)
Change in fair value of warrants outstanding   786,825 
Balance at June 30, 2024  $9,382,960 

 

Details of these warrants and their fair values are as follows:

 

Issue Date  Exercise Price   Number of Warrants Outstanding at June 30, 2024   Fair Value at June 30, 2024   Number of Warrants Outstanding at December 31, 2023(5)   Fair Value at December 31, 2023 
October 30, 2023 (1)  CAD$0.3583    6,400,000    1,622,425    6,400,000    3,180,543 
October 30, 2023 (2)  US$0.0001    -    -    1,600,000    1,015,582 
February 26, 2024 (3)  US$0.1761    11,859,300    3,216,492    -    - 
February 26, 2024 (4)  US$0.0001    -    -    -    - 
April 29, 2024 (5)  CAD$0.354    13,513,514    3,551,850    -    - 
April 29, 2024 (6)  CAD$0.00014    3,099,000    992,193    -    - 
         34,871,814   $9,382,960    8,000,000   $4,196,125 

 

1)The warrants expire October 30, 2028.
2)The warrants have no expiry date. They were exercised January 5, 2024.
3)The warrants expire February 26, 2029.
4)The warrants have no expiry date. They were exercised February 26, 2024.
5)The warrants expire April 29, 2029
6)The warrants have no expiry date. 3,351,000 of the total issue of 6,450,000 were exercised May 21, 2024 and 3,099,000 were exercised subsequent to June 30, 2024 on July 23, 2024.

 

The fair values of these warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

 

   June 30, 2024   December 31, 2023 
Risk free interest rate   4.44%   3.84%
Expected volatility   119.23%   113.78%
Expected life   4.3 – 4.8 years    4.8 years 
Expected dividend yield   0%   0%

 

18
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

   Number of Warrants   Weighted Average Exercise Price 
Outstanding, December 31, 2022   7,916,797   $5.08 
Issued   8,320,000    0.50 
Expired   (7,661,999)   5.89 
Outstanding, December 31, 2023   8,574,798   $0.63 
Issued   36,909,190    0.23 
Exercised   (8,691,700)   0.0428 
Outstanding June 30, 2024   36,792,288   $0.39 

 

As at June 30, 2024, the Company had the following warrants outstanding:

 

Date issued  Expiry date  Exercise price   Number of warrants outstanding 
July 29, 2021  July 29, 2024  US$ 5.00    250,000 
September 14, 2021  September 14, 2024  US$5.00    4,798 
October 30, 2023  October 30, 2026  US$0.6875    320,000 
October 30, 2023  October 30, 2028  CAD$0.3583    6,400,000 
February 26, 2024  February 26, 2027  US$0.3375    670,000 
February 26, 2024  February 26, 2029  US$0.1761    11,859,300 
April 29, 2024  April 29, 2029  CAD$0.354    13,513,514 
April 29, 2024  April 29, 2024  CAD$0.00014    3,099,000 
April 29, 2024  April 29, 2024  CAD$0.4425    675,676 
            36,792,288 

 

The weighted average remaining contractual life of warrants outstanding as of June 30, 2024, was 4.43 years (December 31, 2023 – 4.63 years).

 

Critical Accounting Policies and Estimates

 

Significant estimates and assumptions

 

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make estimates and assumptions about reported amounts at the date of the consolidated financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

 

Share-based payments

 

The cost of share-based payment transactions with directors, officers and employees are measured by reference to the fair value of the equity instruments. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, risk-free interest rate, expected forfeiture rate and dividend yield.

 

19
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Income taxes

 

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the Company is likely to recognize their recovery from the generation of taxable income.

 

Inventory

 

Inventory is valued at the lower of cost and net realizable value. Net realizable value is determined with reference to the estimated selling price less costs to sell. The Company estimates selling price based upon assumptions about future demand and current and anticipated retail market conditions. The future realization of these inventories may be affected by future technology or other market- driven changes that may reduce future selling prices.

 

Investments in Private companies

 

Where the fair value of investments in private companies recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair value and this value may not be indicative of the eventual recoverable value.

 

Expected credit losses on trade receivables and notes receivable

 

When determining expected credit losses (“ECLs”), the Company considers the historic credit losses observed by the Company, customer-specific payment history and economic conditions. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL’s, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience, informed credit assessment and forward-looking information.

 

Useful lives of equipment and intangible assets

 

Estimates of the useful lives of equipment and intangible assets are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

 

20
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Other Significant judgements

 

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applied to the Company’s consolidated financial statements include:

 

The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
the classification of financial instruments;
the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable;
the determination of whether a set of assets acquired and liabilities assumed constitute a business; and
the determination of the functional currency of each entity in the group.

 

Foreign currency translation

 

Transactions in foreign currencies are translated into the functional currency at rates of exchange at the time of such transactions. Monetary assets and liabilities are translated at the reporting period rate of exchange. Non-monetary assets and liabilities are translated at historical exchange rates. Gains and losses resulting from foreign exchange adjustments are included in profit or loss.

 

The functional currencies of the parent company and each subsidiary are as follows:

 

Draganfly Inc. Canadian Dollar
Draganfly Innovations Inc. Canadian Dollar
Draganfly Innovations USA, Inc. US Dollar
Dronelogics Systems Inc. Canadian Dollar

 

Financial statements of subsidiaries for which the functional currency is not the Canadian dollar are translated into Canadian dollars as follows: all asset and liability accounts are translated at the year-end exchange rate and all revenue and expense accounts and cash flow statement items are translated at average exchange rates for the year. The resulting translation gains and losses are recorded as exchange differences on translation of foreign operations in other comprehensive loss.

 

Share-based payments

 

The Company may grant stock options or restricted share units (“RSU’s”) to its directors, officers, employees and consultants. The Company records share-based compensation related to stock options using the Black-Scholes Option Pricing Model.

 

The RSU’s granted entitle an employee, director or officer to either the issuance of common shares or cash payments payable upon vesting with terms determined by the Company’s Board of Directors at the time of the grant. If on the grant date it is determined there is an obligation to settle in cash, the RSU’s are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and on the settlement date. Changes in fair value are recognized in profit and loss. Expense is recognized over the vesting period.

 

21
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of setting in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

 

a)If the Company elects to settle in cash, the cash payment is accounted for as the repurchase of an equity interest (i.e. as a deduction from equity), except as noted in (c) below.
b)If the Company elects to settle by issuing shares, the value of RSUs initially recognized in reserves is reclassified to share capital, except as noted in (c) below.
c)If the Company elects the settlement alternative with the higher fair value, as at the date of settlement, the Company recognizes an additional expense for the excess value given (i.e. the difference between the cash paid and the fair value of shares that would otherwise have been issued, or the difference between the fair value of the shares and the amount of cash that would otherwise have been paid, whichever is applicable).

 

The aggregate sales price or amount of common shares issued during any consecutive 12-month period will not exceed the greatest of the following: (i) USD $1,000,000; (ii) 15% of the total assets of the Company, measured at the Company’s most recent balance sheet date; or (iii) 15% of the outstanding amount of the common shares of the Company, measured at the Company’s most recent balance sheet date. At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of common shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a common share, calculated as the closing price of the common shares on the CSE for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

 

In conjunction with private placements or brokered financings, the Company may issue compensatory warrants to agents as consideration for services provided. Awards of grants are accounted for in accordance with the fair value method of accounting and result in an increase in share issue costs and a credit to warrants within shareholders’ equity when warrants are issued.

 

Loss per share

 

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the year.

 

Diluted income per share is calculated by dividing the profit attributable to common shareholders of the parent by the weighted average number of common shares outstanding during the year plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potential common shares into common shares. The Company had 8,574,798 warrants, 897,158 options and 1,112,967 RSU’s that would be potentially dilutive if the Company were not in a loss position and were to calculate diluted income per share.

 

22
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Financial Instruments

 

Financial instruments are accounted for in accordance with IFRS 9 Financial Instruments: Classification and Measurement. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

 

Financial assets/liabilities   Classification
Cash and cash equivalents   Fair value through profit or loss
Receivables   Amortized cost
Notes receivable   Fair value through profit or loss
Investments   Fair value through other comprehensive income
Trade payables   Amortized cost
Customer deposits   Amortized cost
Loans payable   Amortized cost
Derivative liability   Fair value through profit or loss

 

a)Financial assets

 

Classification and measurement

 

The Company classifies its financial assets in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

The classification of debt instruments is driven by the business model for managing the financial assets and their contractual cash flow characteristics. Debt instruments are measured at amortized cost if the business model is to hold the instrument for collection of contractual cash flows and those cash flows are solely principal and interest. If the cash flows are not solely principal and interest, it is classified as FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

 

Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL, for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument by-instrument

basis) to designate them as at FVTOCI.

 

Financial assets at FVTPL

 

Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are recorded to profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the profit or loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges.

 

Financial assets at FVTOCI

 

Financial assets carried at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

 

Financial assets at amortized cost

 

Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date.

 

23
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision.

 

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

 

Derecognition of financial assets

 

Financial assets are derecognized when the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recorded to profit or loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive loss.

 

b)Financial liabilities

 

The Company classifies its financial liabilities into one of two categories as follows:

 

FVTPL - This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

 

Other financial liabilities - This category consists of liabilities carried at amortized cost using the effective interest method. Trade payables, customer deposits and loans payable are included in this category.

 

Derecognition of financial liabilities

 

Financial liabilities are derecognized when its contractual obligations are discharged, cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are recognized in profit or loss.

 

Impairment of non-financial assets

 

The carrying amounts of the non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If indicators exist, then the asset’s recoverable amount is estimated. The recoverable amounts of the following types of intangible assets are measured annually, whether or not there is any indication that it may be impaired:

 

an intangible asset with an indefinite useful life; and
an intangible asset not yet available for use;

 

The recoverable amount of an asset or cash-generating unit (“CGU”) is the greater of its value in use and its fair value less

costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

 

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

 

24
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

In respect of assets other than goodwill and intangible assets that have indefinite useful lives, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed in a subsequent period when there has been an increase in the recoverable amount of a previously impaired asset or CGU. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

Income taxes

 

Current income tax

 

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

 

Current income taxes relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Deferred income tax

 

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

 

Inventory

 

Inventory consists of raw materials and finished goods for manufacturing of multi-rotor helicopters, industrial areal video systems, civilian small unmanned aerial systems or vehicles, health monitoring equipment, and wireless video systems. Inventory is initially valued at cost and subsequently at the lower of cost and net realizable value. Cost is determined using the first-in-first-out method. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of purchase include the purchase price, import duties and non-recoverable taxes and transport, handling and other costs directly attributable to the acquisition of finished goods, materials or services. The costs of conversion include direct materials and labour costs and a systematic allocation of fixed and variable overheads incurred in converting materials into finished goods. The Company reviews inventory for obsolete and slow-moving goods and any such inventory is written-down to net realizable value.

 

25
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Revenue recognition

 

Revenue comprises the fair value of consideration received or receivable for the sale of goods and consulting services in the ordinary course of the Company’s business. Revenue is shown net of return allowances and discounts.

 

Sales of goods

 

The Company manufactures and sells a range of multi-rotor helicopters, industrial aerial video systems, and civilian small unmanned aerial systems or vehicles. Sales are recognized at a point-in-time when control of the products has transferred. The control transfer for Dronelogics Systems Inc. (“Dronelogics”) and Draganfly Innovations USA, Inc. is when the products are shipped to the customer and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. At this point revenue is recognized. For Draganfly Innovations Inc. transfer occurs for sales outside of North America when shipped and for sales within North America on delivery which occurs in proximity to shipping. Revenue is recognized when the transfer of control has occurred.

 

Revenue from these sales is recognized based on the price specified in the contract, net of the estimated discounts and returns. Accumulated experience is used to estimate and provide for the discounts and returns, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. To date, returns have not been significant. No element of financing is deemed present as the sales are made with a credit term of 30 days, which is consistent with market practice.

 

Some contracts include multiple performance obligations, such as the sale of hardware and support or maintenance. Where support or maintenance is performed by another party and does not include an integration service it is accounted for as a separate performance obligation. In this case, the transaction price will be allocated to each performance obligation based on stand-alone selling price. Where the stand-alone selling price is not directly observable, the price is estimated based on expect cost plus margin. Where the support or maintenance is provided by the Company, the contract is analyzed to identify the performance obligations and transaction price. The price is then allocated across the obligations identified in the contract. Revenue is recognized when the Company satisfies a performance obligation.

 

Services

 

The Company provides consulting, custom engineering, drones as a service, and investigating and solving on a project-by-project basis under fixed-price and variable price contracts. Revenue from providing services is recognized over time as the services are rendered.

 

The Company provides rental of equipment which is measured based on rates through contracts or other written agreements with customers. Revenue is recognized in the period when services are performed and only when there is reasonable assurance that the revenue will be collected.

 

Deferred Income

 

A payment received is included as deferred revenue when products have yet to be shipped to the customers as of the period end or there are unfulfilled obligations related to the revenue received. The amount to be recognized within twelve months following the year-end date is classified as current.

 

Cost of Goods Sold

 

Cost of sales includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight costs, as well as provisions for reserves related to product shrinkage, or lower of cost and net realizable value adjustments as required.

 

26
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Intangible Assets

 

An intangible asset is an identifiable asset without physical substance. An asset is identifiable if it is separable, or arises from contractual or legal rights, regardless of whether those rights are transferrable or separable from the Company or from other rights and obligations. Intangible assets include intellectual property, which consists of patent and trademark applications, brands and software.

 

Intangible assets acquired externally are measured at cost less accumulated amortization and impairment losses. The cost of a group of intangible assets acquired is allocated to the individual intangible assets based on their relative fair values. The cost of intangible assets acquired externally comprises its purchase price and any directly attributable cost of preparing the asset for its intended use. Research and development costs incurred subsequent to the acquisition of externally acquired intangible assets and on internally generated intangible assets are accounted for as research and development costs.

 

Intangible assets with finite useful lives are amortized on a straight-line basis over the expected life of each intellectual property to write off the cost of the assets from the date they are available for use.

 

Class of intangible asset   Useful live
Customer relationship   5 years
Brand   5 years
Software   5 years
Patents   5 years

 

Goodwill represents the excess of the value of the consideration transferred over the fair value of the net identifiable assets and liabilities acquired in a business combination. Goodwill is allocated to the cash generating unit to which it relates.

 

Equipment

 

Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses.

 

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the consolidated statement of comprehensive loss during the financial period in which they are incurred.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statement of comprehensive loss.

 

Depreciation is generally calculated on a declining balance method to write off the cost of the assets to their residual values over their estimated useful lives. Depreciation for leasehold improvements is fully expensed over the expected term of the lease. The depreciation rates applicable to each category of equipment are as follows:

 

Class of equipment   Depreciation rate
Computer equipment   3 year straight line
Furniture and equipment   5 year straight line
Leasehold improvements   Expected lease term
Vehicles   30% declining balance

 

27
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

Research and development expenditures

 

Expenditures on research are expensed as incurred. Research activities include formulation, design, evaluation and final selection of possible alternatives, products, processes, systems or services. Development expenditures are expensed as incurred unless the Company can demonstrate all of the following:

 

(i)the technical feasibility of completing the intangible asset so that it will be available for use or sale;
(ii)its intention to complete the intangible asset and use or sell it;
(iii)its ability to use or sell the intangible asset;
(iv)how the intangible asset will generate probable future economic benefits. The Company can also demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
(v)the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
(vi)its ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

Government assistance

 

Government grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the period that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, the cost of the asset is reduced by the amount of the grant and the grant is recognized as income in equal amounts over the expected useful life of the asset.

 

Leases

 

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date, the lease liability is recognized at the present value of the future lease payments and discounted using the interest rate implicit in the lease or the Company’s incremental borrowing rate. A corresponding right-of-use (“ROU”) asset will be recognized at the amount of the lease liability, adjusted for any lease incentives received and initial direct costs incurred. Over the term of the lease, financing expense is recognized on the lease liability using the effective interest rate method and charged to net income, lease payments are applied against the lease liability and depreciation on the ROU asset is recorded by class of underlying asset.

 

The lease term is the non-cancellable period of a lease and includes periods covered by an optional lease extension option if reasonably certain the Company will exercise the option to extend. Conversely, periods covered by an option to terminate are included if the Company does not expect to end the lease during that time frame. Leases with a term of less than twelve months or leases for underlying low value assets are recognized as an expense in net income on a straight-line basis over the lease term.

 

A lease modification will be accounted for as a separate lease if it materially changes the scope of the lease. For a modification that is not a separate lease, on the effective date of the lease modification, the Company will remeasure the lease liability and corresponding ROU asset using the interest rate implicit in the lease or the Company’s incremental borrowing rate. Any variance between the remeasured ROU asset and lease liability will be recognized as a gain or loss in net income to reflect the change in scope.

 

28
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

BUSINESS RISKS

 

The Company does engage in significant transactions and activities in currencies other than its functional currency. Depending on the timing of the transactions and the applicable currency exchange rates such conversions may positively or negatively impact the Company.

 

An investment in the Company’s Common Shares is highly speculative and involves significant risks. In addition to the other ‎information contained in this MD&A 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.‎

 

29
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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’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:‎

 

  generate sufficient revenue to reach and maintain profitability;
  acquire and maintain market share;‎
  achieve or manage growth in operations;‎
  develop and renew contracts;‎
  attract and retain additional engineers and other highly-qualified personnel;‎
  successfully develop and commercially market new products;‎
  adapt to new or changing policies and spending priorities of governments and government agencies; and
  access additional capital when required and on reasonable terms.‎

 

30
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.

 

‎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.‎

 

31
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

32
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

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.‎

 

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

 

‎ ‎There can be no assurance that the Company’s business and corresponding financial performance will not be ‎adversely affected by general negative economic or consumer trends or events, including pandemics, public health ‎crises, weather catastrophes, acts of terrorism, war, and political instability. In particular, global economic markets ‎have seen extensive volatility over the past few years owing to the outbreak of the COVID-19 pandemic, the war ‎between Russia and Ukraine, and the war between Israel and Hamas, the closing of certain financial institutions by ‎regulators in March 2023, and political instability. These events have created, and may continue to create, ‎significant disruption of the global economy, supply chains and distribution channels, and financial and labor ‎markets. If such conditions continue, recur or worsen, this may have a material adverse effect on the Company’s ‎business, financial condition and results of operations as consumer demand and its ability to access capital on ‎favorable terms, or at all, could be negatively impacted as a result of such conditions and consequences. ‎Furthermore, such economic conditions have produced downward pressure on share prices and on the availability ‎of credit for financial institutions and corporations while also driving up interest rates, further complicating ‎borrowing and lending activities. If current levels of market disruption and volatility continue or increase, the ‎Company might experience reductions in business activity, increases in funding costs, decreases in asset values, ‎additional write-downs and impairment charges and lower profitability.‎

 

33
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

‎The global supply chain has experienced significant disruptions recently, caused by the COVID-19 ‎pandemic and ‎by geopolitical conflict, including the wars in Ukraine and Gaza, and the possibility of widening conflict in the ‎Middle East. 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, including the ‎disruption of global shipping lanes in the Middle East, have contributed to ‎inflationary pressure, rising interest rates, ‎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 the ‎Company’s products or delivery of its 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.‎

 

34
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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, which could be exacerbated due to risks associated with climate change, will not have a material adverse effect on the use and effectiveness of its products.‎

 

The Company’s products may be subject to 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.‎

 

35
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

‎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 returns, recalls, or 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.‎

 

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.‎

 

36
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

‎The last few years have seen an increase in the volume and sophistication ‎of targeted cyber-attacks. A failure of ‎the Company’s IT ‎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. Data security breaches ‎suffered by well-known companies and institutions have attracted a substantial amount of media attention, ‎prompting new foreign, federal, provincial and state laws and legislative proposals addressing data privacy and ‎security. As a result, the Company may become subject to more extensive requirements to protect the customer ‎information that it processes in connection with the purchase of its products, resulting in increased compliance ‎costs.‎

 

While the Company has taken measures to protect against 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 the Company’s operations, require significant ‎‎management attention and resources to remedy any damages that result, and damage its reputation and ‎customers ‎willingness to transact business with us, any of which could adversely affect our business.‎ ‎

 

37
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

38
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎

 

39
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

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.‎‎

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.‎

 

40
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

The Company’s 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.‎

 

Changes in accounting standards and subjective assumptions, estimates and judgments by ‎management ‎related to ‎complex accounting matters could significantly affect the Company’s ‎reported financial results ‎or financial condition.‎

 

Changes in accounting standards and subjective assumptions, estimates and judgments by ‎management ‎related to ‎complex accounting matters could significantly affect the Company’s ‎reported financial results ‎or financial condition.‎

Generally accepted accounting principles and related accounting pronouncements, implementation ‎‎guidelines and ‎interpretations with regard to a wide range of matters that are relevant to the Company’s ‎‎business, including but not limited to ‎revenue recognition, impairment of goodwill and intangible assets, ‎‎inventory, income taxes and litigation, are highly ‎complex and involve many subjective assumptions, ‎‎estimates and judgments. Changes in these rules or their ‎interpretation or changes in underlying ‎‎assumptions, estimates or judgments could significantly change the Company’s reported ‎financial ‎‎performance or financial condition in accordance with generally accepted accounting principles.‎

 

Risks Related to Our Common Shares

 

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

 

The market price of the Common Shares is highly volatile and has been subject to wide fluctuations ‎in response to a number of factors that are beyond the Company’s control, including but not limited ‎to‎

 

  revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of ‎the investment community;‎
  actual or anticipated changes or fluctuations in its results of operations;‎
  announcements by us or the Company’s competitors of new products or new or terminated significant contracts, ‎commercial relationships or capital commitments;‎
  rumors and market speculation involving it or other companies in its industry;‎
  changes in its executive management team or the composition of the board of directors of the Company (the “Board”);‎
  fluctuations in the share prices of other companies in the technology and emerging growth sectors;‎
  general market conditions and macroeconomic trends driven by factors outside the Company’s control, such as pandemics, geopolitical conflicts, supply chain disruptions, market volatility, inflation, rising interest rate, political instability, and labor challenges, among other factors;
  actual or anticipated developments in its business or its competitors’ businesses or the competitive ‎landscape generally;‎
  litigation involving us, the Company’s industry or both, or investigations by regulators into its operations or those of ‎competitors;‎
  announced or completed acquisitions of businesses or technologies by the Company or its competitors;‎
  new laws or regulations or new interpretations of existing laws or regulations applicable to its ‎business;‎
  shareholder activism and related publicity;‎
  foreign exchange rates; and
  other risk factors as set out in this Annual Report and in the documents incorporated by ‎reference into this Annual Report.‎

 

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

 

41
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

There is no guarantee that an active trading market for the Company’s Common Shares will be maintained on ‎the CSE and/or 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.‎

 

The Company’s Common Shares are currently listed on the Canadian Stock Exchange (“CSE”), the Nasdaq Stock Market, LLC (“Nasdaq”), and the Frankfurt Stock Exchange, ‎however, it 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 its Common Shares on the trading market, and ‎that we will continue to meet ‎the listing requirements of the CSE, Nasdaq or any other public listing ‎exchange.‎

 

Failure to meet Nasdaq’s continued listing requirements could result in the delisting of the Company’s Common Shares, negatively impact the price of the Company’s Common Shares and negatively impact its ability to raise additional capital.

 

If the Company fails to satisfy the continued listing requirements of the Nasdaq, such as corporate governance requirements or the minimum closing bid price requirement, the exchange may take steps to delist the Company’s Common Shares. Such a delisting would likely have a negative effect on the price of the Company’s Common Shares and would impair shareholders’ ability to sell or purchase its Common Shares when they wish to do so.

 

As previously disclosed, on September 22, 2023, the Company received a letter from the Listing Qualifications ‎Department of Nasdaq notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid ‎Price Rule”) by failing to maintain a minimum bid price for the Company’s common shares of at least $1.00 per ‎share for 30 consecutive business days. The Company was allowed an initial 180-day grace period, or until March ‎‎20, 2024, (the “Bid Price Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance ‎with the Bid Price Rule the closing bid price of the Company’s common shares needed to be at least $1.00 per share ‎for a minimum of ten consecutive business days during the Bid Price Compliance Period.

 

On March 21, 2024, the Company received notification that it had failed to regain compliance with the Bid Price ‎Rule and is not eligible for a second 180 day compliance period because of its failure to comply with the $5 million ‎minimum stockholders’ equity initial listing requirement for the period ended September 30, 2023. Unless the ‎Company timely requests a hearing before an independent Nasdaq Hearings Panel (the “Nasdaq Panel”), the ‎Company’s securities will be subject to delisting. Accordingly, the Company will request a hearing before the ‎Nasdaq Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing ‎and the expiration of any additional extension period granted by the Nasdaq Panel following the hearing. In that ‎regard, pursuant to the Nasdaq Listing Bid Price Rules, the Nasdaq Panel has the discretion to grant an additional ‎extension period that can expire as late as September 17, 2024. At the hearing, the Company will be asked to ‎provide a plan to regain compliance to the Nasdaq Panel. The Company intends to present a plan to regain ‎compliance with the Bid Price Rule and request the continued listing of its common shares on Nasdaq pending such ‎compliance. However, there can be no assurance that the Nasdaq Panel will grant the Company’s request or that ‎the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.‎

 

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

 

The market price of the Company’s Common Shares could decline as a result of issuances of securities or sales by its ‎existing shareholders in the market, including by its directors, executive officers and significant ‎shareholders, or ‎the perception that these sales could occur. Sales of the Company’s Common Shares by ‎shareholders might also make it ‎more difficult for it to sell Common Shares at a time and price that it ‎deems appropriate. The Company also expects 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.‎

 

42
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

We may never pay dividends over the foreseeable future.‎

 

Investors should not rely on an investment in the Company’s 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.‎

 

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 the Company’s 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 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 the Company’s 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 the Company’s Common Shares less attractive if it relies on these ‎‎exemptions. If some investors find the Company’s Common Shares less attractive as a result, there may be a less ‎active ‎trading market for its Common Shares and the price of its Common Shares may be more volatile. ‎

 

43
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

We will incur increased costs as a result of operating as a public company in the United States ‎and the ‎Company’s 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 incur significant legal, accounting and other expenses, in addition to ‎those we ‎incur as a ‎Canadian public company, that we did not incur prior to being listed on Nasdaq. In ‎‎addition, the Sarbanes-Oxley ‎Act, and rules implemented by the SEC and Nasdaq impose various other ‎‎requirements on public companies, and ‎the Company spends time and resources to ensure compliance with its ‎‎reporting obligations in both Canada and the ‎United States.‎

 

For example, pursuant to Section 404, we are 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, we must document and evaluate our ‎ICFR, ‎which is both costly and challenging. In this regard, we must 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 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 has increased legal and financial ‎compliance as well ‎as regulatory costs, such as additional Nasdaq fees, and has made some of our ‎public company obligations ‎more time consuming. We invest resources to comply with evolving laws, ‎regulations and standards in ‎both Canada and the United States, and this investment results 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.‎

 

Being a public company in the United States and complying with applicable rules and ‎regulations also ‎makes it more expensive for us to obtain sufficient levels of director and officer liability insurance ‎‎coverage. This factor may 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 the Company’s 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 are 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, ‎the Company’s officers, directors and principal shareholders are exempt from the ‎reporting and “short swing” profit ‎recovery provisions of Section 16 of the Exchange Act. Therefore, the Company’s ‎shareholders may not know on as ‎timely a basis when its 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, the Company is exempt from the proxy rules under the Exchange Act. The Company is ‎also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material ‎non-‎public information. While the Company expects 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 rely on this exemption in part. As a result, the Company’s ‎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 be 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 the Company’s costs of being a public company in the ‎United States.

 

44
 

 

Draganfly Inc.
Management Discussion and Analysis
For the three and six months ended June 30, 2024

 

REGULATORY POLICIES

 

Disclosure Controls and Procedures

 

Disclosure Controls and Procedures (“DC&P”) are designed to provide reasonable assurance that all material information is gathered and reported on a timely basis to senior management so that appropriate decisions can be made regarding public disclosure and that information required to be disclosed by the issuer under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), along with other members of management, have designed, or caused to be designed under the CEO and CFO’s supervision, DC&P and established processes to ensure that they are provided with sufficient knowledge to support the representations made in the interim certificates required to be filed under National Instrument 52-109.

 

Internal Controls over Financial Reporting

 

The CEO and CFO, along with participation from other members of management, are responsible for establishing and maintaining adequate ICFR to provide reasonable assurance regarding the reliability of financial statements prepared in accordance with IFRS. During the six months ended June 30, 2024, there has been no change in the Company’s ICFR that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR.

 

Limitations of Controls and Procedures

 

The Company’s management, including its CEO and CFO, believe that any DC&P or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Other Information

 

Additional information about the Company is available at www.draganfly.com

 

Approval

 

This MD&A is authorized for issue by the Board on August 13, 2024

 

45

 

 

Exhibit 99.3

 

 

 
 

 

 

 

 

Exhibit 99.4

 

 

 
 

 

 

 

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Cover
6 Months Ended
Jun. 30, 2024
Cover [Abstract]  
Document Type 6-K
Amendment Flag false
Document Period End Date Jun. 30, 2024
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-40688
Entity Registrant Name DRAGANFLY INC.
Entity Central Index Key 0001786286
Entity Address, Address Line One 235 103rd St. E.
Entity Address, City or Town Saskatoon
Entity Address, State or Province SK
Entity Address, Country CA
Entity Address, Postal Zip Code S7N 1Y8
v3.24.2.u1
Condensed Consolidated Interim Statements of Financial Position (Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash $ 5,290,547 $ 3,093,612
Receivables 878,389 649,612
Inventory 1,576,129 1,596,536
Prepaids and Deposits 645,618 1,342,215
 Total current assets 8,390,683 6,681,975
Equipment 572,529 680,801
Intangible assets 50,783 56,426
Investments 179,727 189,403
Receivable 156,200
Right of use assets 550,617 721,687
TOTAL ASSETS 9,900,539 8,330,292
Current Liabilities    
Trade payables and accrued liabilities 2,312,709 2,638,981
Customer deposits 110,993 104,715
Deferred income 9,239 12,112
Loans payable 1,686 85,058
Derivative liability 9,382,960 4,196,125
Lease liabilities 264,036 362,001
 Total current liabilities 12,081,623 7,398,992
Non-current Liabilities    
Deferred Income 86,567 95,562
Lease liabilities 354,486 428,022
TOTAL LIABILITIES 12,522,676 7,922,576
SHAREHOLDERS’ EQUITY (DEFICIT)    
Share capital 102,448,909 97,070,976
Reserve – share-based payments 7,444,407 6,870,139
Accumulated deficit (112,543,713) (103,588,356)
Accumulated other comprehensive income 28,260 54,957
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) (2,622,137) 407,716
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) $ 9,900,539 $ 8,330,292
v3.24.2.u1
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2024
$ / shares
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2023
$ / shares
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2024
$ / shares
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2023
$ / shares
Profit or loss [abstract]                
Sales of goods $ 1,387,350   $ 1,581,358   $ 2,625,298   $ 2,962,174  
Provision of services 345,640   317,681   437,273   538,351  
TOTAL REVENUE 1,732,990   1,899,039   3,062,571   3,500,525  
COST OF SALES (1,271,317)   (1,431,922)   (2,320,886)   (2,589,974)  
GROSS PROFIT 461,673   467,117   741,685   910,551  
OPERATING EXPENSES                
Amortization 2,821   8,990   5,643   17,979  
Depreciation 141,559   166,737   284,681   224,243  
Director fees 91,463   151,577   243,900   303,240  
Insurance 355,705   508,424   719,980   1,006,430  
Office and miscellaneous 521,161   1,437,404   867,430   4,238,056  
Professional fees 888,480   1,573,887   1,468,740   2,421,074  
Research and development 191,068   555,460   312,459   1,348,684  
Share-based payments 305,147   478,915   504,054   1,019,478  
Travel 76,911   204,324   116,931   293,586  
Wages and salaries 1,821,608   2,148,317   3,403,039   3,969,398  
 Total operating expenses (4,395,923)   (7,234,035)   (7,926,857)   (14,842,168)  
OTHER INCOME (EXPENSE)                
Change in fair value of derivative liability (2,604,394)     (786,825)   57,314  
Finance and other gain 41,980   10,891   46,805   46,752  
Foreign exchange gain (loss) 7,823   (174,919)   74,560   (193,075)  
Gain (loss) on disposal of assets (19,226)   (5,508)   24,302   15,695  
Gain (loss) on recovery (impairment) of notes receivable 4,110     10,861    
Government income   1,297     2,572  
Other income (expense) (587,592)   26,193   (1,139,888)   25,769  
 Total Other income (expenses) (3,157,299)   (142,046)   (1,770,185)   (44,973)  
NET INCOME (LOSS) (7,091,549)   (6,908,964)   (8,955,357)   (13,976,590)  
Items that may be reclassified to profit or loss                
Foreign exchange translation (7,459)   (21,775)   (17,021)   (108,177)  
Items that will not be reclassified to profit or loss                
Change in fair value of equity investments at FVOCI 1,370   39,927   (9,676)   96,960  
COMPREHENSIVE INCOME (LOSS) $ (7,097,638)   $ (6,890,812)   $ (8,982,054)   $ (13,987,807)  
Net Income (Loss) per share - Basic | $ / shares   $ (0.10)   $ (0.16)   $ (0.14)   $ (0.36)
Net Income (Loss) per share - Diluted | $ / shares   $ (0.10)   $ (0.16)   $ (0.14)   $ (0.36)
Weighted average number of common shares outstanding - Basic | shares 70,654,779   43,195,602   62,794,276   38,965,859  
Weighted average number of common shares outstanding - Diluted | shares 70,654,779   43,195,602   62,794,276   38,965,859  
v3.24.2.u1
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)
Issued capital [member]
Reserve of share-based payments [member]
Retained earnings [member]
Reserve of gains and losses from investments in equity instruments [member]
Reserve of exchange differences on translation [member]
Total
Balance at Dec. 31, 2022 $ 83,600,089 $ 7,264,340 $ (79,976,546) $ (431,123) $ 584,121 $ 11,040,881
Balance, shares at Dec. 31, 2022 34,270,579          
Shares issued for financing – ATM (“At-the-Market”) $ 1,748,946 1,748,946
Shares issued for financing - ATM ("At-the-market"), shares 650,729          
Share issue costs $ (222,136) (222,136)
Shares issued for financing $ 10,856,166 10,856,166
Shares issued for financing, shares 8,000,000          
Share issue costs $ (1,707,128) (1,707,128)
Shares issued for the exercise of RSUs $ 545,677 (545,677)
Shares issued for the exercise of RSUs, shares 418,654          
Share-based payments 1,019,478 1,019,478
Net loss (13,976,590) (13,976,590)
Change in fair value of equity investments at FVOCI 96,960 96,960
Translation of foreign operations (108,177) (108,177)
Balance at Jun. 30, 2023 $ 94,821,614 7,738,141 (93,953,136) (334,163) 475,944 8,748,400
Balance, shares at Jun. 30, 2023 43,339,962          
Balance at Dec. 31, 2022 $ 83,600,089 7,264,340 (79,976,546) (431,123) 584,121 11,040,881
Balance, shares at Dec. 31, 2022 34,270,579          
Shares issued for financing           520,064
Balance at Dec. 31, 2023 $ 97,070,976 6,870,139 (103,588,356) (434,303) 489,260 407,716
Balance, shares at Dec. 31, 2023 49,229,563          
Balance at Jun. 30, 2023 $ 94,821,614 7,738,141 (93,953,136) (334,163) 475,944 8,748,400
Balance, shares at Jun. 30, 2023 43,339,962          
Share issue costs $ (365,758) 224,868       (140,890)
Shares issued for financing $ 520,064 520,064
Shares issued for financing, shares 4,800,000          
Shares issued for the exercise of RSUs $ 2,095,056 (2,095,056)
Shares issued for the exercise of RSUs, shares 1,089,601          
Share-based payments 1,002,186 1,002,186
Net loss (9,635,220) (9,635,220)
Change in fair value of equity investments at FVOCI (100,140) (100,140)
Translation of foreign operations 13,316 13,316
Balance at Dec. 31, 2023 $ 97,070,976 6,870,139 (103,588,356) (434,303) 489,260 407,716
Balance, shares at Dec. 31, 2023 49,229,563          
Share issue costs $ (446,705) 227,045 (219,660)
Shares issued for financing $ 2,414,103 2,414,103
Shares issued for financing, shares 18,263,514          
Shares issued for the exercise of RSUs $ 156,831 (156,831)
Shares issued for the exercise of RSUs, shares 114,992          
Share-based payments 504,054 504,054
Net loss (8,955,357) (8,955,357)
Change in fair value of equity investments at FVOCI (9,676) (9,676)
Translation of foreign operations (17,021) (17,021)
Shares issued for the exercise of warrants $ 3,253,704 3,253,704
Shares issued for the exercise of warrants, shares 8,691,700          
Shares returned to treasury
Shares returned to treasury, shares (900,000)          
Balance at Jun. 30, 2024 $ 102,448,909 $ 7,444,407 $ (112,543,713) $ (443,979) $ 472,239 $ (2,622,137)
Balance, shares at Jun. 30, 2024 75,399,769          
v3.24.2.u1
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
OPERATING ACTIVITIES    
Net loss $ (8,955,357) $ (13,976,590)
Adjustments for:    
Amortization 5,643 17,979
Depreciation 284,681 224,243
Impairment of accounts receivable 198,513
Change in fair value of derivative liability 786,825 (57,314)
Impairment of inventory 148,760 199,647
Impairment (Gain) on recovery of notes receivable (10,861)
Finance and other costs 839,374 2,573
Gain on disposal of assets (24,302) (15,695)
Share-based payments 504,054 1,019,478
 Adjustments for profit loss (6,421,183) (12,387,166)
Net changes in non-cash working capital items:    
Receivables (384,977) 882,164
Inventory (128,353) (787,690)
Prepaids 696,597 959,434
Trade payables and accrued liabilities (157,841) (208,099)
Customer deposits 6,278 (82,354)
Deferred income (11,868) (47,802)
Cash used in operating activities (6,401,347) (11,671,513)
INVESTING ACTIVITIES    
Purchase of equipment (47,891) (134,605)
Disposal of equipment 73,366 45,774
Repayment of notes receivable 10,861 50,307
Cash provided by (used in) investing activities 36,336 (38,524)
FINANCING ACTIVITIES    
Proceeds from issuance of common shares for financing 9,759,643 12,605,112
Share issue costs (1,298,367) (1,929,264)
Proceeds from issuance of common shares for warrants exercised 371,500
Repayment of loans (83,372) (3,373)
Repayment of lease liabilities (170,437) (27,918)
Cash provided by (used in) financing activities 8,578,967 10,644,557
Effects of exchange rate changes on cash (17,021) (108,177)
Change in cash 2,213,956 (1,065,480)
Cash and cash equivalents, beginning of period 3,093,612 7,894,781
Cash and cash equivalents, end of period 5,290,547 6,721,124
SUPPLEMENTARY CASH FLOW DISCLOSURE    
Interest paid 18,730 49,021
Share issue costs in accounts payable $ 114,432 $ 246,836
v3.24.2.u1
NATURE AND CONTINUANCE OF OPERATIONS
6 Months Ended
Jun. 30, 2024
Nature And Continuance Of Operations  
NATURE AND CONTINUANCE OF OPERATIONS

 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Draganfly Inc. (the “Company”) was incorporated on June 1, 2018 under the Business Corporations Act (British Columbia). The Company creates quality, cutting-edge unmanned and remote data collection and analysis platforms and systems that are designed to revolutionize the way companies do business. The Company’s shares trade on the Canadian Securities Exchange (the “CSE”), on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “DPRO” and on the Frankfurt Stock Exchange under the symbol “3U8A”. The Company’s head office is located at 235 103rd St. E, Saskatoon, SK, S7N 1Y8 and its registered office is located at 2800 – 666 Burrard Street, Vancouver, BC, V6C 2Z7.

 

These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. To date, the Company has not been profitable and has an accumulated deficit of $112,543,713. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing and or achieve profitable operations in the future. These factors raise substantial doubt over the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

v3.24.2.u1
BASIS OF PREPARATION
6 Months Ended
Jun. 30, 2024
Basis Of Preparation  
BASIS OF PREPARATION

 

2. BASIS OF PREPARATION

 

Statement of Compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed consolidated interim financial statements include all necessary disclosures required for interim financial statements but do not include all disclosures required for annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 13, 2024.

 

Basis of consolidation

 

Each subsidiary is fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date when such control ceases.

 

The condensed consolidated interim financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries listed in the following table:

 

Name of Subsidiary   Place of Incorporation   Ownership Interest
Draganfly Innovations Inc. (DII)   Canada   100%
Draganfly Innovations USA, Inc. (DI USA)   US   100%
Dronelogics Systems Inc. (“Dronelogics”)   Canada   100%

 

All intercompany balances and transactions were eliminated on consolidation.

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
MATERIAL ACCOUNTING POLICY INFORMATION, ESTIMATES, AND JUDGEMENTS
6 Months Ended
Jun. 30, 2024
Material Accounting Policy Information Estimates And Judgements  
MATERIAL ACCOUNTING POLICY INFORMATION, ESTIMATES, AND JUDGEMENTS

 

3. MATERIAL ACCOUNTING POLICY INFORMATION, ESTIMATES, AND JUDGEMENTS

 

These condensed consolidated interim financial statements have been prepared following the same accounting principles and methods of computation as in outlined in the Company’s consolidated financial statements for the year ended December 31, 2023. A description of the accounting standards and interpretations that have been adopted by the Company can be found in the notes of the annual financial statements for the year ended December 31, 2023.

 

The preparation of the condensed consolidated interim financial statements requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These condensed consolidated interim financial statements include estimates, which by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. As such, actual results may differ from estimates and the effect of such differences may be material. Significant estimates and judgements used in the preparation of these condensed consolidated interim financial statements remained unchanged from those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2023.

v3.24.2.u1
CASH
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
CASH

 

4. CASH

 

As at  June 30, 2024   December 31, 2023 
Cash held in banks  $5,290,547   $3,093,612 
v3.24.2.u1
RECEIVABLES
6 Months Ended
Jun. 30, 2024
Schedule Of Amounts Receivable  
RECEIVABLES

 

5. RECEIVABLES

 

As at  June 30, 2024   December 31, 2023 
Trade accounts receivable  $961,348   $610,443 
Sales tax receivable   73,241    39,169 
 Trade and other receivables  $1,034,589   $649,612 
Current portion  $878,389   $649,612 
Long term portion   156,200    - 
 Trade and other receivables  $1,034,589   $649,612 

 

During the six months ended June 30, 2024, the Company recorded a provision for doubtful accounts of $nil (2023 – $198,513).

 

The long-term receivable represents a refundable deposit that the Company has asked to have returned . The agreement allows for a two-year repayment term once the request has been made.

v3.24.2.u1
INVENTORY
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
INVENTORY

 

6. INVENTORY

 

As at  June 30, 2024   December 31, 2023 
Finished goods  $1,399,719   $904,858 
Parts   176,410    691,678 
 Inventories  $1,576,129   $1,596,536 

 

During the three and six months ended June 30, 2024, $1,177,811 (2023 - $1,259,183) and $2,144,150 (2023 – $2,272,064) of inventory was recognized in cost of sales respectively including an allowance to value its inventory for obsolete and slow-moving inventory of $134,410 (2023 -$77,047) and $283,169 (2023 - $199,647) respectively.

 

Cost of sales consist of the following:

 

For the six months ended  June 30, 2024   June 30, 2023 
Inventory  $2,144,150   $2,272,064 
Consulting and services   138,437    215,801 
Other   38,299    102,109 
 Cost of sales  $2,320,886   $2,589,974 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
PREPAIDS AND DEPOSITS
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
PREPAIDS AND DEPOSITS

 

7. PREPAIDS AND DEPOSITS

 

As at  June 30, 2024   December 31, 2023 
Insurance  $144,526   $838,445 
Prepaid other   121,326    142,124 
Deposits   379,766    361,646 
 Prepaid expenses and deposits  $645,618   $1,342,215 
v3.24.2.u1
INVESTMENTS
6 Months Ended
Jun. 30, 2024
Disclosure of detailed information about investment property [abstract]  
INVESTMENTS

 

8. INVESTMENTS

 

Balance at December 31, 2023  $189,403 
Change in fair value   (9,676)
Balance at June 30, 2024  $179,727 

 

Fair value of investments is comprised of:

Public company shares  $42,857 
Private company shares   136,780 
Balance at June 30, 2024  $179,727 

 

The Company holds 1,428,571 shares of a publicly listed company with an initial cost of $500,000.

 

The Company holds 50,000 common shares of a private company with an initial value of USD$100,000. The Company considers if observable market data exists on a quarterly basis to value the investment. Since inception, the Company has not had any adjustments to the fair value of the investment based on observable market data.

v3.24.2.u1
EQUIPMENT
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
EQUIPMENT

 

9. EQUIPMENT

 

   Computer
Equipment
   Furniture
and
Equipment
   Leasehold
Improvements
   Vehicles   Total 
Cost                         
Balance at December 31, 2022  $95,662   $834,453   $-   $36,033   $966,148 
Additions   58,611    320,943    86,530    24,310    490,394 
Disposals   (21,000)   (115,204)   -    -    (136,204)
Balance at December 31, 2023   133,273    1,040,192    86,530    60,343    1,320,338 
Additions   2,567    42,965    2,358    -    47,890 
Disposals   -    (128,615)   -    -    (128,615)
Balance at June 30, 2024  $135,840   $954,542   $88,888   $60,343   $1,239,613 
                          
Accumulated depreciation                         
Balance at December 31, 2022  $41,998   $502,790   $-   $16,669   $561,457 
Charge for the year   22,762    112,361    6,790    12,497    154,410 
Disposals   (6,582)   (69,748)   -    -    (76,330)
Balance at December 31, 2023   58,178    545,403    6,790    29,166    639,537 
Charge for the period   20,432    73,087    8,902    4,677    107,098 
Disposals   -    (79,551)   -    -    (79,551)
Balance at June 30, 2024  $78,610   $538,939   $15,692   $33,843   $667,084 
                          
Net book value:                         
December 31, 2023  $75,095   $494,789   $79,740   $31,177   $680,801 
June 30, 2024  $57,230   $415,603   $73,196   $26,500   $572,529 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
RIGHT OF USE ASSETS
6 Months Ended
Jun. 30, 2024
RIGHT OF USE ASSETS

 

10. RIGHT OF USE ASSETS

 

   Vehicles   Buildings   Land   Total 
                 
Balance at December 31, 2022  $2,385   $342,361   $-   $344,746 
Additions   -    322,354    418,001    740,355 
Depreciation   (2,385)   (149,644)   (211,057)   (363,086)
Foreign exchange translation   -    -    (328)   (328)
Balance at December 31, 2023  $-   $515,071   $206,616   $721,687 
Depreciation  $-   $(71,364)  $(106,219)  $(177,583)
Foreign exchange translation   -    -    6,513    6,513 
Balance at June 30, 2024  $-   $443,707   $106,910   $550,617 

 

The Company added two new leases during the year ended December 31, 2023. A lease for land in the amount of $418,001 with an expiration date of December 31, 2024, and another lease for a facility in the amount of $322,354 with an expiration date of September 30, 2028. The Company has four leases with expiration dates of December 31, 2024, May 31, 2026, January 31, 2027, and September 30, 2028.

v3.24.2.u1
LEASE LIABILITIES
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
LEASE LIABILITIES

 

11.LEASE LIABILITIES

 

The Company leases certain assets under lease agreements. The lease liabilities consist of leases of facilities and vehicles with terms ranging from one to five years. The leases are calculated using incremental borrowing rates ranging from 7.5% to 13.25%. Extension options are included in a majority of the leases with options that are only exercisable by the Company and not the other party.

 

As at  Total 
Balance at December 31, 2022  $378,643 
Interest expense   96,423 
Additions   734,903 
Lease payments   (423,410)
Foreign exchange translation   3,464 
Balance at December 31, 2023   790,023 
Interest expense   38,057 
Lease payments   (205,746)
Foreign exchange translation   (3,812)
Balance at June 30, 2024  $618,522 

 

Which consists of:

 

   June 30, 2024   December 31, 2023 
Current lease liability  $264,036   $362,001 
Non-current lease liability   354,486    428,022 
Ending balance  $618,522   $790,023 

 

Maturity analysis  Total 
Less than one year  $313,080 
One to three years   308,582 
Four to five years   93,387 
Total undiscounted lease liabilities   715,049 
Amount representing interest   (96,527)
Lease liability  $618,522 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
TRADE PAYABLES AND ACCRUED LIABILITIES
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
TRADE PAYABLES AND ACCRUED LIABILITIES

 

12. TRADE PAYABLES AND ACCRUED LIABILITIES

 

As at  June 30, 2024   December 31, 2023 
Trade accounts payable  $1,317,921   $1,259,623 
Accrued liabilities   961,079    1,345,649 
Government grant payable   33,709    33,709 
Trade payables and accrued liabilities  $2,312,709   $2,638,981 
v3.24.2.u1
DEFERRED INCOME
6 Months Ended
Jun. 30, 2024
Schedule Of Deferred Income  
DEFERRED INCOME
13. DEFERRED INCOME

 

At times, the Company may take payment in advance for services to be rendered. These amounts are held and recognized as services are rendered.

 

As at  June 30, 2024   December 31, 2023 
Deferred income from customers  $-   $12,112 
Deferred income from government   95,806    95,562 
Deferred income gross  $95,806   $107,674 
Current portion  $9,239   $12,112 
Long-term portion   86,567    95,562 
Deferred income net  $95,806   $107,674 

 

Deferred revenue of $9,239 as of June 30, 2024 is expected to be recognized as revenue within one year. The remaining is related to a long-term support and maintenance arrangements and will be recognized according to the terms of these arrangements over the next 4.0 years.

v3.24.2.u1
LOANS PAYABLE
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
LOANS PAYABLE

 

14.LOANS PAYABLE

 

As at  June 30, 2024   December 31, 2023 
Opening balance  $85,058   $86,571 
Repayment of loans payable   (83,372)   (6,747)
Accretion expense   -    5,234 
Ending balance  $1,686   $85,058 

 

   Start Date  Maturity Date  Rate   Carrying
Value
June 30, 2024
   Carrying
Value
December 31, 2023
 
CEBA  2020-05-19  2024-03-28   0%  $-   $                 40,000 
CEBA  2021-04-23  2024-03-28   0%   -    40,000 
Vehicle loan  2019-08-30  2024-09-11   6.99%   1,686    5,058 
Total             $1,686   $85,058 

 

The CEBA loans are unsecured, and the vehicle loan is secured by the vehicle. The CEBA loans were repaid March 25, 2024.

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
SHARE CAPITAL
6 Months Ended
Jun. 30, 2024
SHARE CAPITAL

 

15.SHARE CAPITAL

 

Authorized share capital

 

Unlimited number of common shares without par value.

 

Issued share capital

 

During the six months ended June 30, 2024,

 

The Company issued 114,992 common shares for the vesting of restricted share units.
The Company issued 8,691,700 common shares for the exercise of warrants
The Company issued 11,200,000 units consisting of one common share and one warrant and 2,200,000 units consisting of one prefunded warrant and one warrant in a financing for $4,877,475 with share issuance costs of $752,498 for net proceeds of $4,124,977. Of the total share issuance costs $441,166 was expensed in other income (expense). The value of the issuance was allocated $2,017,966 to the shares, and $2,859,509 to the warrants, including $431,084 allocated to prefunded warrants. The prefunded warrants were exercised on the date of issue. May 1, 2024 the exercise price of the warrants was amended to CAD $0.3583 from the original exercise price of USD $0.6123 and the cashless exercise provision was removed. This amended exercise price is the Canadian equivalent of the USD trading price on October 30, 2024 of USD$ 0.259, the date of issue of these warrants.
900,000 shares were returned to treasury that were held in escrow related to the Vital Intelligence Inc. acquisition for failure to meet required milestones. All value that had been recorded related to these shares had been previously written off.
The Company issued 7,063,514 units consisting of one common share and one warrant and 6,450,000 units consisting of one prefunded warrant and one warrant in a financing for $4,818,952 with share issuance costs of $779,615 for net proceeds of $4,039,337. Of the total share issuance costs $671,747 was expensed in other income (expense). The value of the issuance was allocated $396,137 to the shares, and $4,422,815 to the warrants, including $1,248,343 allocated to prefunded warrants.

 

During the year ended December 31, 2023,

 

The Company issued 1,508,255 common shares for the vesting of restricted share units.
The Company issued 8,000,000 common shares in a financing for $10,856,166 with share issuance costs of $1,953,032 for net proceeds of $8,903,134.
The Company issued 650,729 common shares in an ATM (“At – the - market”) financing for $1,748,946 with share issuance costs of $222,136 for net proceeds of $1,526,810.
The Company issued 4,800,000 common shares in a financing for proceeds of $4,858,995 with share issuance costs of $889,623 for net proceeds of $3,969,372. Of the total share issuance costs $793,979 were expensed in other income (expense). Value of the issuance was allocated $520,064 to the shares and $4,338,931 to derivative liability.

 

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.

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following 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    5.57    278,332    278,332 
November 19, 2019  November 19, 2029  $2.50    5.63    50,000    50,000 
April 30, 2020  April 30, 2030  $2.50    6.07    10,000    10,000 
April 30, 2020  April 30, 2030  $3.85    6.07    110,000    110,000 
July 3, 2020  July 3, 2025  $3.20    1.25    100,000    100,000 
November 24, 2020  November 24, 2030  $2.50    6.64    32,000    32,000 
February 2, 2021  February 2, 2031  $13.20    6.83    30,000    30,000 
March 8, 2021  March 8, 2026  $13.90    1.93    10,000    10,000 
April 27, 2021  April 27, 2031  $10.15    7.06    132,665    132,665 
September 9, 2021  September 9, 2026  $4.84    2.44    25,826    17,217 
November 9, 2023  November 9, 2033  $0.626    9.59    30,000    10,000 
                 808,823    780,214 

 

   Number of
Options
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   877,157   $4.60 
Forfeited   (9,999)   3.77 
Issued   30,000    0.63 
Outstanding, December 31, 2023   897,158   $4.48 
Forfeited   (88,335)   3.65 
Outstanding, June 30, 2024   808,823   $4.57 

 

No options were granted by the Company during the six months ended June 30, 2024.

 

During the three and six months ended June 30, 2024, the Company recorded $26,690 (2023 – $27,425) and $53,379 (2023 - $130,437) respectively in stock-based compensation in relation to the vesting of stock options. The fair values of stock options granted were estimated using the Black-Scholes Option Pricing Model.

 

Restricted Share Units

 

During the three and six months ended June 30, 2024, the Company recorded share-based payment expense of $278,457 (2023 - $451,490) and $420,340 (2023 - $889,041) for RSUs, based on the fair values of RSUs granted which were calculated using the closing price of the Company’s stock on the day prior to grant.

 

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 15% (in the aggregate) of the issued and outstanding common shares from time to time.

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following RSUs outstanding:

 

   Number of RSUs 
Outstanding, December 31, 2022   1,198,875 
Vested   (1,508,255)
Issued   1,685,316 
Forfeited   (262,969)
Outstanding, December 31, 2023   1,112,967 
Vested   (114,992)
Issued   4,630,443 
Forfeited   (64,237)
Outstanding, June 30, 2024   5,564,181 

 

Warrants

 

During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company issued pre-funded warrants (“USD pre-funded Warrants”) where a portion of the funds related to the eventual exercise have already been received with the remaining exercise price in USD. As part of these same issuances, shares with warrants attached were issued. Being in a foreign currency that is not the Company’s functional currency and these pre-funded warrants were not issued in exchange for services, the value related to the future exercise price of the USD pre-funded Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, the portion of the USD pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also in USD so are also accounted for as a liability. In addition, the Company also issued pre-funded warrants with an exercise price in Canadian dollars (“Pre-funded Warrants”). These are also treated as a liability as the agreement contains clauses that do not meet the fixed for fixed test. As a financial liability, the portion of the Pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also accounted for as a liability as these also contain clauses that do not meet the fixed for fixed test.

 

To reach a fair value of the warrants, a Black Scholes calculation is used, calculated in USD for those with a USD exercise price and in CAD for those with a Canadian exercise price. The Black Scholes value per warrant is then multiplied by the number of outstanding warrants and then multiplied by the foreign exchange rate at the end of the period for those denominated in USD. At the dates of issue the warrants were valued with a risk free rate of 4.33% and 4.65% (2023 – 4.8%), volatility of 119.23% and 119.80% (2023 – 115.35%), expected life of 5 years and an expected dividend yield rate of 0%. The broker warrants were valued with a risk free rate of 4.48% and 4.62% (2023 – 4.87%), volatility of 107.8% and 108.67% (2023 – 138.83%), expected life of 3 years and an expected dividend yield of 0%.

 

Warrant Derivative Liability

 

Balance at December 31, 2022  $- 
Warrants issued   3,985,015 
Change in fair value of warrants outstanding   211,110 
Balance at December 31, 2023  $4,196,125 
Warrants issued   7,282,325 
Warrants exercised   (2,882,315)
Change in fair value of warrants outstanding   786,825 
Balance at June 30, 2024  $9,382,960 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

Details of these warrants and their fair values are as follows:

Issue Date  Exercise Price   Number of
Warrants
Outstanding at
June 30,
2024
   Fair
Value at
June 30,
2024
   Number of
Warrants
Outstanding at
December 31,
2023
(5)
   Fair
Value at
December 31,
2023
 
October 30, 2023 (1)  CAD$0.3583    6,400,000    1,622,425    6,400,000    3,180,543 
October 30, 2023 (2)  US$0.0001    -    -    1,600,000    1,015,582 
February 26, 2024 (3)  US$0.1761    11,859,300         3,216,492    -    - 
February 26, 2024 (4)  US$0.0001     -    -    -    - 
April 29, 2024 (5)  CAD$0.354    13,513,514    3,551,850    -    - 
April 29, 2024 (6)  CAD$0.00014    3,099,000    992,193    -    - 
         34,871,814   $9,382,960    8,000,000   $4,196,125 

 

1)The warrants expire October 30, 2028.
2)The warrants have no expiry date. They were exercised January 5, 2024.
3)The warrants expire February 26, 2029.
4)The warrants have no expiry date. They were exercised February 26, 2024.
5)The warrants expire April 29, 2029
6)The warrants have no expiry date. 3,351,000 of the total issue of 6,450,000 were exercised May 21, 2024 and 3,099,000 were exercised subsequent to June 30, 2024 on July 23, 2024.

 

The fair values of these warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

 

   June 30, 2024   December 31, 2023 
Risk free interest rate   4.44%   3.84%
Expected volatility   119.23%   113.78%
Expected life   4.34.8 years    4.8 years 
Expected dividend yield   0%   0%

 

   Number of
Warrants
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   7,916,797   $5.08 
Issued   8,320,000    0.50 
Expired   (7,661,999)   5.89 
Outstanding, December 31, 2023   8,574,798   $0.63 
Issued   36,909,190    0.23 
Exercised   (8,691,700)   0.0428 
Outstanding June 30, 2024   36,792,288   $0.39 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

15. SHARE CAPITAL (CONT’D)

 

As at June 30, 2024, the Company had the following warrants outstanding:

 

Date issued  Expiry date  Exercise price   Number of
warrants
outstanding
 
July 29, 2021  July 29, 2024  US$5.00    250,000 
September 14, 2021  September 14, 2024  US$5.00    4,798 
October 30, 2023  October 30, 2026  US$0.6875    320,000 
October 30, 2023  October 30, 2028  CAD$0.3583    6,400,000 
February 26, 2024  February 26, 2027  US$0.3375    670,000 
February 26, 2024  February 26, 2029  US$0.1761    11,859,300 
April 29, 2024  April 29, 2029  CAD$0.354    13,513,514 
April 29, 2024  April 29, 2024  CAD$0.00014    3,099,000 
April 29, 2024  April 29, 2024  CAD$0.4425    675,676 
            36,792,288 

 

The weighted average remaining contractual life of warrants outstanding as of June 30, 2024, was 4.43 years (December 31, 2023 – 4.63 years).

v3.24.2.u1
SEGMENTED INFORMATION
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SEGMENTED INFORMATION

 

16. SEGMENTED INFORMATION

 

The Company organizes its three segments based on product lines as well as a Corporate segment. The three segments are Drones, Vital (Vital Intelligence), and Corporate. The Drones segment derives its revenue from products and services related to the sale of unmanned aerial vehicles (UAV). The Vital segment derives its revenue from the sale of products that measure vitals to help detect symptoms from large groups of people from a distance. The Corporate segment includes all costs not directly associated with the Drone and Vital segments. The Company aggregates the information for the segments by analyzing the revenue steam and allocating direct costs to that respective segment. The Corporate segment is aggregated by relying on the entity that includes corporate costs (Draganfly Inc.).

 

June 30, 2024  Drones   Vital   Corporate   Total 
Sales of goods  $2,625,298   $-   $-   $2,625,298 
Provision of services   437,273    -    -    437,273 
Total revenue   3,062,571    -    -    3,062,571 
Segment loss (income)   2,866,980    -    6,392,802    9,259,782 
Finance and other costs   46,805    -    -    46,805 
Depreciation   276,655    -    8,026    284,681 
Amortization   5,643    -    -    5,643 
Change in fair value of derivative liability   -    -    (786,825)   (786,825)
Loss on write-off of notes receivable   -    -    10,861    10,861 
Loss on write down of inventory   134,410    -    -    134,410 
Net loss for the period  $3,330,493   $-   $5,624,864   $8,955,357 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

16. SEGMENTED INFORMATION (CONT’D)

 

June 30, 2023  Drones   Vital   Corporate   Total 
Sales of goods  $2,962,174   $-   $-   $2,962,174 
Provision of services   538,351    -    -    538,351 
Total revenue   3,500,525    -    -    3,500,525 
Segment loss   8,972,201    153,641    4,512,945    13,638,787 
Finance and other costs   (43,689)   -    (3,063)   (46,752)
Depreciation   219,422    -    4,821    224,243 
Amortization   17,979    -    -    17,979 
Change in fair value of derivative liability   -    -    (57,314)   (57,314)
Loss on write-off of notes receivable   199,647    -    -    199,647 
Net loss for the period  $9,365,560   $153,641   $4,457,389   $13,976,590 

 

Geographic revenue is measured by aggregating sales based on the country and the entity where the sale was made.

 

         
Geographic segmentation is as follows:  As of December 31, 
   2024   2023 
Non-current assets          
Canada  $1,402,947   $1,441,701 
United States   106,909    206,616 
Non-current assets  $1,509,856   $1,648,317 

 

                 
Geographic segmentation is as follows:  For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Revenue                    
Canada  $1,726,160   $1,899,039   $3,053,493   $3,491,133 
United States   6,830    -    9,078    9,392 
Revenue  $1,732,990   $1,899,039   $3,062,571   $3,500,525 
v3.24.2.u1
OFFICE AND MISCELLANEOUS
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
OFFICE AND MISCELLANEOUS

 

17. OFFICE AND MISCELLANEOUS

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Advertising, Marketing, and Investor Relations  $232,685   $951,659   $342,758   $3,287,712 
Compliance fees   74,967    108,328    138,999    135,635 
Impairment of accounts receivable   -    -    -    198,513 
Contract Work   -    47,082    -    114,429 
Other   213,509    330,335    385,673    501,767 
Office and Miscellaneous Expenses  $521,161   $1,437,404   $867,430   $4,238,056 
v3.24.2.u1
OTHER EXPENSE
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
OTHER EXPENSE

 

18. OTHER EXPENSE

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Share issue costs  $595,921   $   -   $1,194,450   $- 
Write off of accounts (payable) receivable   -    -    (48,833)   - 
Gain on settlement of debt   

-

    (26,193)        (26,193)
Other   (8,329)   -    (5,729)   424 
Total Other expenses  $587,592   $(26,193)  $1,139,888   $(25,769) 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

v3.24.2.u1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
RELATED PARTY TRANSACTIONS

 

19. RELATED PARTY TRANSACTIONS

 

Trade receivables/payables and accrued receivables/payables:

 

As at June 30, 2024, the Company had $18,000 (2023 - $95,345) payable to related parties that was included in accounts payable. The balances outstanding are unsecured, non-interest bearing and due on demand.

 

Key management compensation

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. Compensation awarded to key management for the three and six months ended June 30, 2024 and 2023 included:

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Director fees  $91,463   $151,577   $243,900   $303,240 
Salaries   127,518    431,407    269,586    533,522 
Share-based payments   181,749    267,638    303,861    530,880 
Total   $400,730   $850,622   $817,347   $1,367,642 

 

During the three months ended June 30, 2024, the directors agreed to a 20% reduction in their fees for the first and second quarter resulting in an adjustment of $30,488 to the first quarter directors’ fees which flowed through the second quarter.

 

Other related party transactions

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Management fees paid to a company controlled by CEO and director  $65,702   $280,000   $125,702   $380,000 
Management fees paid to a company that the CEO holds an economic interest in   109,437    123,153    215,687    226,782 
Management fees paid to a company controlled by the former President and director   36,991    86,754    77,424    145,152 
Management fees paid to a company, total  $212,130   $489,907   $418,813   $751,934 
v3.24.2.u1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
6 Months Ended
Jun. 30, 2024
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

Credit risk

 

Credit risk is the risk that of an unexpected loss if a customer or third party fails to meet its contractual obligations.

 

The Company is subject to credit risk on its cash and receivables. The majority of cash is deposited in bank accounts held with a major bank in Canada and the United States. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies.

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONT’D)

 

Receivables

 

Receivables primarily consist of trade receivables and taxes receivable. The Company provides credit in the normal course of business in the form of payment terms and has an established process for determining terms to offer customers to mitigate credit risk. Receivables are shown net of any provision made for impairment of the receivables. Due to this factor, the Company believes that no additional credit risk, beyond amounts provided for collection loss, is inherent in receivables.

 

Expected credit loss (“ECL”) analysis is performed at each reporting date using an objective approach to measure expected credit losses. The provision amounts are based on direct management interface with the customer. The calculations reflect the probability-weighted outcome, the time value of money and reasonable supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, business failure, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments over the negotiated contract period.

 

Trade receivables include balances of $229,077 that are past due with no corresponding allowance recorded. However, upon review of these balances,the expected credit loss rate for overdue balances is estimated to be nominal. A total of $126,027 of past due balances without allowances  booked against them has been collected subsequent to period end and $106,521 is being pursued by legal means for collection.

 

Fair value

 

A number of the Company’s accounting policies and disclosures require the measurement of fair values for financial assets and liabilities. The Company has established a control framework with respect to the measurement of fair values. Fair values are categorized into different levels of a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

 

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

 

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

Equity securities in investee companies and warrants are measured at fair value. The financial assets and liabilities measured at fair value by hierarchy are shown in the table below. The amounts shown are based on the amounts recognized in the condensed consolidated interim statements of financial position. These financial assets are measured at fair value through profit and loss.

 

June 30, 2024  Level 1   Level 3   Total 
Cash and cash equivalents  $5,290,547   $-   $5,290,547 
Equity securities in investee companies   42,857    136,870    179,727 
Derivative liability   -    9,382,960    9,382,960 
Total  $5,333,404   $9,519,830   $14,853,234 

 

December 31, 2023  Level 1   Level 3   Total 
Cash and cash equivalents  $3,093,612    -   $3,093,612 
Equity securities in investee companies  $57,143   $132,260   $189,403 
Derivative liability   -    4,196,125    4,196,125 
Total  $3,150,755   $4,328,385   $7,479,140 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

20. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONT’D)

 

The following table shows the valuation techniques used in measuring Level 3 fair values for the derivative liability as well as the significant unobservable inputs used.

 

Type   Valuation technique   Key inputs   Inter-relationship between significant inputs and fair value measurement
Warrant   The fair value of the  

Key observable inputs

 

The estimated fair value would increase

derivative   warrants derivative   Share price   (decrease) if:
liability   liability at initial   Risk free interest rate   The price was higher (lower)
  recognition and at   Dividend yield   The risk-free rate was higher (lower)
    year end has been   Key unobservable inputs   The dividend yield was lower (higher)
    calculated using the   Expected volatility   The expected volatility was higher (lower)
    Black Scholes        
    Option Pricing Model            

 

For the fair value of the derivative liability, reasonable possible changes to the expected volatility, the most significant unobservable input would have the following effects:

 

Unobservable Inputs  Change   Impact on comprehensive loss 
       Six months ended
June 30, 2024
   Year ended
December 31, 2023
 
Volatility   20%  $589,059   $291,149 

 

v3.24.2.u1
SUBSEQUENT EVENT
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SUBSEQUENT EVENT

21. SUBSEQUENT EVENT

 

August 7, 2024 the terms of the remaining outstanding warrants from the October 2023 issuance of 6,400,000 and the remaining outstanding warrants from the April issuance of 13,513,514 were all amended such that they will be moved to equity presentation from the current liability presentation. The amendment updated the terms such that they are all now fixed-for-fixed.

v3.24.2.u1
BASIS OF PREPARATION (Policies)
6 Months Ended
Jun. 30, 2024
Basis Of Preparation  
Statement of Compliance

Statement of Compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed consolidated interim financial statements include all necessary disclosures required for interim financial statements but do not include all disclosures required for annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 13, 2024.

 

Basis of consolidation

Basis of consolidation

 

Each subsidiary is fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date when such control ceases.

 

The condensed consolidated interim financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries listed in the following table:

 

Name of Subsidiary   Place of Incorporation   Ownership Interest
Draganfly Innovations Inc. (DII)   Canada   100%
Draganfly Innovations USA, Inc. (DI USA)   US   100%
Dronelogics Systems Inc. (“Dronelogics”)   Canada   100%

 

All intercompany balances and transactions were eliminated on consolidation.

v3.24.2.u1
BASIS OF PREPARATION (Tables)
6 Months Ended
Jun. 30, 2024
Basis Of Preparation  
SCHEDULE OF WHOLLY OWNED SUBSIDIARIES

The condensed consolidated interim financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries listed in the following table:

 

Name of Subsidiary   Place of Incorporation   Ownership Interest
Draganfly Innovations Inc. (DII)   Canada   100%
Draganfly Innovations USA, Inc. (DI USA)   US   100%
Dronelogics Systems Inc. (“Dronelogics”)   Canada   100%
v3.24.2.u1
CASH (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF CASH

 

As at  June 30, 2024   December 31, 2023 
Cash held in banks  $5,290,547   $3,093,612 
v3.24.2.u1
RECEIVABLES (Tables)
6 Months Ended
Jun. 30, 2024
Schedule Of Amounts Receivable  
SCHEDULE OF AMOUNTS RECEIVABLE

As at  June 30, 2024   December 31, 2023 
Trade accounts receivable  $961,348   $610,443 
Sales tax receivable   73,241    39,169 
 Trade and other receivables  $1,034,589   $649,612 
Current portion  $878,389   $649,612 
Long term portion   156,200    - 
 Trade and other receivables  $1,034,589   $649,612 
v3.24.2.u1
INVENTORY (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF INVENTORIES

As at  June 30, 2024   December 31, 2023 
Finished goods  $1,399,719   $904,858 
Parts   176,410    691,678 
 Inventories  $1,576,129   $1,596,536 
SCHEDULE OF COST OF SALES

Cost of sales consist of the following:

 

For the six months ended  June 30, 2024   June 30, 2023 
Inventory  $2,144,150   $2,272,064 
Consulting and services   138,437    215,801 
Other   38,299    102,109 
 Cost of sales  $2,320,886   $2,589,974 
v3.24.2.u1
PREPAIDS AND DEPOSITS (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

As at  June 30, 2024   December 31, 2023 
Insurance  $144,526   $838,445 
Prepaid other   121,326    142,124 
Deposits   379,766    361,646 
 Prepaid expenses and deposits  $645,618   $1,342,215 
v3.24.2.u1
INVESTMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Disclosure of detailed information about investment property [abstract]  
SCHEDULE OF INVESTMENTS

Balance at December 31, 2023  $189,403 
Change in fair value   (9,676)
Balance at June 30, 2024  $179,727 
SCHEDULE OF FAIR VALUE OF INVESTMENT

Fair value of investments is comprised of:

Public company shares  $42,857 
Private company shares   136,780 
Balance at June 30, 2024  $179,727 
v3.24.2.u1
EQUIPMENT (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

   Computer
Equipment
   Furniture
and
Equipment
   Leasehold
Improvements
   Vehicles   Total 
Cost                         
Balance at December 31, 2022  $95,662   $834,453   $-   $36,033   $966,148 
Additions   58,611    320,943    86,530    24,310    490,394 
Disposals   (21,000)   (115,204)   -    -    (136,204)
Balance at December 31, 2023   133,273    1,040,192    86,530    60,343    1,320,338 
Additions   2,567    42,965    2,358    -    47,890 
Disposals   -    (128,615)   -    -    (128,615)
Balance at June 30, 2024  $135,840   $954,542   $88,888   $60,343   $1,239,613 
                          
Accumulated depreciation                         
Balance at December 31, 2022  $41,998   $502,790   $-   $16,669   $561,457 
Charge for the year   22,762    112,361    6,790    12,497    154,410 
Disposals   (6,582)   (69,748)   -    -    (76,330)
Balance at December 31, 2023   58,178    545,403    6,790    29,166    639,537 
Charge for the period   20,432    73,087    8,902    4,677    107,098 
Disposals   -    (79,551)   -    -    (79,551)
Balance at June 30, 2024  $78,610   $538,939   $15,692   $33,843   $667,084 
                          
Net book value:                         
December 31, 2023  $75,095   $494,789   $79,740   $31,177   $680,801 
June 30, 2024  $57,230   $415,603   $73,196   $26,500   $572,529 
v3.24.2.u1
RIGHT OF USE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
SCHEDULE OF RIGHT OF USE ASSETS

   Vehicles   Buildings   Land   Total 
                 
Balance at December 31, 2022  $2,385   $342,361   $-   $344,746 
Additions   -    322,354    418,001    740,355 
Depreciation   (2,385)   (149,644)   (211,057)   (363,086)
Foreign exchange translation   -    -    (328)   (328)
Balance at December 31, 2023  $-   $515,071   $206,616   $721,687 
Depreciation  $-   $(71,364)  $(106,219)  $(177,583)
Foreign exchange translation   -    -    6,513    6,513 
Balance at June 30, 2024  $-   $443,707   $106,910   $550,617 
v3.24.2.u1
LEASE LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF OPERATING LEASE LIABILITIES

As at  Total 
Balance at December 31, 2022  $378,643 
Interest expense   96,423 
Additions   734,903 
Lease payments   (423,410)
Foreign exchange translation   3,464 
Balance at December 31, 2023   790,023 
Interest expense   38,057 
Lease payments   (205,746)
Foreign exchange translation   (3,812)
Balance at June 30, 2024  $618,522 

 

Which consists of:

 

   June 30, 2024   December 31, 2023 
Current lease liability  $264,036   $362,001 
Non-current lease liability   354,486    428,022 
Ending balance  $618,522   $790,023 
SCHEDULE OF OPERATING MATURITY ANALYSIS

 

Maturity analysis  Total 
Less than one year  $313,080 
One to three years   308,582 
Four to five years   93,387 
Total undiscounted lease liabilities   715,049 
Amount representing interest   (96,527)
Lease liability  $618,522 
v3.24.2.u1
TRADE PAYABLES AND ACCRUED LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES

 

As at  June 30, 2024   December 31, 2023 
Trade accounts payable  $1,317,921   $1,259,623 
Accrued liabilities   961,079    1,345,649 
Government grant payable   33,709    33,709 
Trade payables and accrued liabilities  $2,312,709   $2,638,981 
v3.24.2.u1
DEFERRED INCOME (Tables)
6 Months Ended
Jun. 30, 2024
Schedule Of Deferred Income  
SCHEDULE OF DEFERRED INCOME

 

As at  June 30, 2024   December 31, 2023 
Deferred income from customers  $-   $12,112 
Deferred income from government   95,806    95,562 
Deferred income gross  $95,806   $107,674 
Current portion  $9,239   $12,112 
Long-term portion   86,567    95,562 
Deferred income net  $95,806   $107,674 
v3.24.2.u1
LOANS PAYABLE (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF LOANS PAYABLE

 

As at  June 30, 2024   December 31, 2023 
Opening balance  $85,058   $86,571 
Repayment of loans payable   (83,372)   (6,747)
Accretion expense   -    5,234 
Ending balance  $1,686   $85,058 
SCHEDULE OF LOANS

   Start Date  Maturity Date  Rate   Carrying
Value
June 30, 2024
   Carrying
Value
December 31, 2023
 
CEBA  2020-05-19  2024-03-28   0%  $-   $                 40,000 
CEBA  2021-04-23  2024-03-28   0%   -    40,000 
Vehicle loan  2019-08-30  2024-09-11   6.99%   1,686    5,058 
Total             $1,686   $85,058 
v3.24.2.u1
SHARE CAPITAL (Tables)
6 Months Ended
Jun. 30, 2024
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

As at June 30, 2024, the Company had the following 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    5.57    278,332    278,332 
November 19, 2019  November 19, 2029  $2.50    5.63    50,000    50,000 
April 30, 2020  April 30, 2030  $2.50    6.07    10,000    10,000 
April 30, 2020  April 30, 2030  $3.85    6.07    110,000    110,000 
July 3, 2020  July 3, 2025  $3.20    1.25    100,000    100,000 
November 24, 2020  November 24, 2030  $2.50    6.64    32,000    32,000 
February 2, 2021  February 2, 2031  $13.20    6.83    30,000    30,000 
March 8, 2021  March 8, 2026  $13.90    1.93    10,000    10,000 
April 27, 2021  April 27, 2031  $10.15    7.06    132,665    132,665 
September 9, 2021  September 9, 2026  $4.84    2.44    25,826    17,217 
November 9, 2023  November 9, 2033  $0.626    9.59    30,000    10,000 
                 808,823    780,214 
SCHEDULE OF STOCK OPTIONS OUTSTANDING

 

   Number of
Options
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   877,157   $4.60 
Forfeited   (9,999)   3.77 
Issued   30,000    0.63 
Outstanding, December 31, 2023   897,158   $4.48 
Forfeited   (88,335)   3.65 
Outstanding, June 30, 2024   808,823   $4.57 
SUMMARY OF CHANGES IN RESTRICTED STOCK UNITS

As at June 30, 2024, the Company had the following RSUs outstanding:

 

   Number of RSUs 
Outstanding, December 31, 2022   1,198,875 
Vested   (1,508,255)
Issued   1,685,316 
Forfeited   (262,969)
Outstanding, December 31, 2023   1,112,967 
Vested   (114,992)
Issued   4,630,443 
Forfeited   (64,237)
Outstanding, June 30, 2024   5,564,181 
SCHEDULE OF WARRANT DERIVATIVE LIABILITY

Warrant Derivative Liability

 

Balance at December 31, 2022  $- 
Warrants issued   3,985,015 
Change in fair value of warrants outstanding   211,110 
Balance at December 31, 2023  $4,196,125 
Warrants issued   7,282,325 
Warrants exercised   (2,882,315)
Change in fair value of warrants outstanding   786,825 
Balance at June 30, 2024  $9,382,960 
SCHEDULE OF WARRANT AND FAIR VALUE OUTSTANDING

Details of these warrants and their fair values are as follows:

Issue Date  Exercise Price   Number of
Warrants
Outstanding at
June 30,
2024
   Fair
Value at
June 30,
2024
   Number of
Warrants
Outstanding at
December 31,
2023
(5)
   Fair
Value at
December 31,
2023
 
October 30, 2023 (1)  CAD$0.3583    6,400,000    1,622,425    6,400,000    3,180,543 
October 30, 2023 (2)  US$0.0001    -    -    1,600,000    1,015,582 
February 26, 2024 (3)  US$0.1761    11,859,300         3,216,492    -    - 
February 26, 2024 (4)  US$0.0001     -    -    -    - 
April 29, 2024 (5)  CAD$0.354    13,513,514    3,551,850    -    - 
April 29, 2024 (6)  CAD$0.00014    3,099,000    992,193    -    - 
         34,871,814   $9,382,960    8,000,000   $4,196,125 

 

1)The warrants expire October 30, 2028.
2)The warrants have no expiry date. They were exercised January 5, 2024.
3)The warrants expire February 26, 2029.
4)The warrants have no expiry date. They were exercised February 26, 2024.
5)The warrants expire April 29, 2029
6)The warrants have no expiry date. 3,351,000 of the total issue of 6,450,000 were exercised May 21, 2024 and 3,099,000 were exercised subsequent to June 30, 2024 on July 23, 2024.
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION FOR WARRANTS

The fair values of these warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

 

   June 30, 2024   December 31, 2023 
Risk free interest rate   4.44%   3.84%
Expected volatility   119.23%   113.78%
Expected life   4.34.8 years    4.8 years 
Expected dividend yield   0%   0%
SUMMARY OF CHANGES IN WARRANTS

 

   Number of
Warrants
   Weighted Average
Exercise Price
 
Outstanding, December 31, 2022   7,916,797   $5.08 
Issued   8,320,000    0.50 
Expired   (7,661,999)   5.89 
Outstanding, December 31, 2023   8,574,798   $0.63 
Issued   36,909,190    0.23 
Exercised   (8,691,700)   0.0428 
Outstanding June 30, 2024   36,792,288   $0.39 
SCHEDULE OF WARRANTS OUTSTANDING

As at June 30, 2024, the Company had the following warrants outstanding:

 

Date issued  Expiry date  Exercise price   Number of
warrants
outstanding
 
July 29, 2021  July 29, 2024  US$5.00    250,000 
September 14, 2021  September 14, 2024  US$5.00    4,798 
October 30, 2023  October 30, 2026  US$0.6875    320,000 
October 30, 2023  October 30, 2028  CAD$0.3583    6,400,000 
February 26, 2024  February 26, 2027  US$0.3375    670,000 
February 26, 2024  February 26, 2029  US$0.1761    11,859,300 
April 29, 2024  April 29, 2029  CAD$0.354    13,513,514 
April 29, 2024  April 29, 2024  CAD$0.00014    3,099,000 
April 29, 2024  April 29, 2024  CAD$0.4425    675,676 
            36,792,288 
v3.24.2.u1
SEGMENTED INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF SEGMENTED INFORMATION

June 30, 2024  Drones   Vital   Corporate   Total 
Sales of goods  $2,625,298   $-   $-   $2,625,298 
Provision of services   437,273    -    -    437,273 
Total revenue   3,062,571    -    -    3,062,571 
Segment loss (income)   2,866,980    -    6,392,802    9,259,782 
Finance and other costs   46,805    -    -    46,805 
Depreciation   276,655    -    8,026    284,681 
Amortization   5,643    -    -    5,643 
Change in fair value of derivative liability   -    -    (786,825)   (786,825)
Loss on write-off of notes receivable   -    -    10,861    10,861 
Loss on write down of inventory   134,410    -    -    134,410 
Net loss for the period  $3,330,493   $-   $5,624,864   $8,955,357 

 

 

Draganfly Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2024

Expressed in Canadian Dollars (unaudited)

 

16. SEGMENTED INFORMATION (CONT’D)

 

June 30, 2023  Drones   Vital   Corporate   Total 
Sales of goods  $2,962,174   $-   $-   $2,962,174 
Provision of services   538,351    -    -    538,351 
Total revenue   3,500,525    -    -    3,500,525 
Segment loss   8,972,201    153,641    4,512,945    13,638,787 
Finance and other costs   (43,689)   -    (3,063)   (46,752)
Depreciation   219,422    -    4,821    224,243 
Amortization   17,979    -    -    17,979 
Change in fair value of derivative liability   -    -    (57,314)   (57,314)
Loss on write-off of notes receivable   199,647    -    -    199,647 
Net loss for the period  $9,365,560   $153,641   $4,457,389   $13,976,590 
SCHEDULE OF GEOGRAPHIC REVENUE

 

         
Geographic segmentation is as follows:  As of December 31, 
   2024   2023 
Non-current assets          
Canada  $1,402,947   $1,441,701 
United States   106,909    206,616 
Non-current assets  $1,509,856   $1,648,317 

 

                 
Geographic segmentation is as follows:  For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Revenue                    
Canada  $1,726,160   $1,899,039   $3,053,493   $3,491,133 
United States   6,830    -    9,078    9,392 
Revenue  $1,732,990   $1,899,039   $3,062,571   $3,500,525 
v3.24.2.u1
OFFICE AND MISCELLANEOUS (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF OFFICE AND MISCELLANEOUS EXPENSES

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Advertising, Marketing, and Investor Relations  $232,685   $951,659   $342,758   $3,287,712 
Compliance fees   74,967    108,328    138,999    135,635 
Impairment of accounts receivable   -    -    -    198,513 
Contract Work   -    47,082    -    114,429 
Other   213,509    330,335    385,673    501,767 
Office and Miscellaneous Expenses  $521,161   $1,437,404   $867,430   $4,238,056 
v3.24.2.u1
OTHER EXPENSE (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF OTHER EXPENSES

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Share issue costs  $595,921   $   -   $1,194,450   $- 
Write off of accounts (payable) receivable   -    -    (48,833)   - 
Gain on settlement of debt   

-

    (26,193)        (26,193)
Other   (8,329)   -    (5,729)   424 
Total Other expenses  $587,592   $(26,193)  $1,139,888   $(25,769) 
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF KEY COMPENSATION AWARDS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. Compensation awarded to key management for the three and six months ended June 30, 2024 and 2023 included:

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Director fees  $91,463   $151,577   $243,900   $303,240 
Salaries   127,518    431,407    269,586    533,522 
Share-based payments   181,749    267,638    303,861    530,880 
Total   $400,730   $850,622   $817,347   $1,367,642 
SCHEDULE OF KEY MANAGEMENT TRANSACTIONS

Other related party transactions

 

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2024   2023   2024   2023 
Management fees paid to a company controlled by CEO and director  $65,702   $280,000   $125,702   $380,000 
Management fees paid to a company that the CEO holds an economic interest in   109,437    123,153    215,687    226,782 
Management fees paid to a company controlled by the former President and director   36,991    86,754    77,424    145,152 
Management fees paid to a company, total  $212,130   $489,907   $418,813   $751,934 
v3.24.2.u1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Tables)
6 Months Ended
Jun. 30, 2024
SCHEDULE OF FINANCIAL ASSETS MEASURED FAIR VALUE THROUGH PROFIT AND LOSS

 

June 30, 2024  Level 1   Level 3   Total 
Cash and cash equivalents  $5,290,547   $-   $5,290,547 
Equity securities in investee companies   42,857    136,870    179,727 
Derivative liability   -    9,382,960    9,382,960 
Total  $5,333,404   $9,519,830   $14,853,234 

 

December 31, 2023  Level 1   Level 3   Total 
Cash and cash equivalents  $3,093,612    -   $3,093,612 
Equity securities in investee companies  $57,143   $132,260   $189,403 
Derivative liability   -    4,196,125    4,196,125 
Total  $3,150,755   $4,328,385   $7,479,140 
SCHEDULE OF FAIR VALUE FOR DERIVATIVE LIABILITY

For the fair value of the derivative liability, reasonable possible changes to the expected volatility, the most significant unobservable input would have the following effects:

 

Unobservable Inputs  Change   Impact on comprehensive loss 
       Six months ended
June 30, 2024
   Year ended
December 31, 2023
 
Volatility   20%  $589,059   $291,149 
v3.24.2.u1
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Nature And Continuance Of Operations    
Retained earnings $ 112,543,713 $ 103,588,356
v3.24.2.u1
SCHEDULE OF WHOLLY OWNED SUBSIDIARIES (Details)
6 Months Ended
Jun. 30, 2024
Draganfly Innovations Inc [member]  
DisclosureOfBasisOfPreparationLineItems [Line Items]  
Name of subsidiary Draganfly Innovations Inc. (DII)
Country of incorporation of subsidiary Canada
Proportion of ownership interest in subsidiary 100.00%
Draganfly Innovations USA Inc [member]  
DisclosureOfBasisOfPreparationLineItems [Line Items]  
Name of subsidiary Draganfly Innovations USA, Inc. (DI USA)
Country of incorporation of subsidiary US
Proportion of ownership interest in subsidiary 100.00%
Dronelogics Systems Inc [member]  
DisclosureOfBasisOfPreparationLineItems [Line Items]  
Name of subsidiary Dronelogics Systems Inc. (“Dronelogics”)
Country of incorporation of subsidiary Canada
Proportion of ownership interest in subsidiary 100.00%
v3.24.2.u1
SCHEDULE OF CASH (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Cash held in banks $ 5,290,547 $ 3,093,612
v3.24.2.u1
SCHEDULE OF AMOUNTS RECEIVABLE (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule Of Amounts Receivable    
Trade accounts receivable $ 961,348 $ 610,443
Sales tax receivable 73,241 39,169
 Trade and other receivables 1,034,589 649,612
Current portion 878,389 649,612
Long term portion $ 156,200
v3.24.2.u1
RECEIVABLES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule Of Amounts Receivable    
Provision for doubtful account $ 198,513
v3.24.2.u1
SCHEDULE OF INVENTORIES (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Finished goods $ 1,399,719 $ 904,858
Parts 176,410 691,678
 Inventories $ 1,576,129 $ 1,596,536
v3.24.2.u1
SCHEDULE OF COST OF SALES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Notes and other explanatory information [abstract]        
Inventory     $ 2,144,150 $ 2,272,064
Consulting and services     138,437 215,801
Other     38,299 102,109
 Cost of sales $ 1,271,317 $ 1,431,922 $ 2,320,886 $ 2,589,974
v3.24.2.u1
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Insurance $ 144,526 $ 838,445
Prepaid other 121,326 142,124
Deposits 379,766 361,646
 Prepaid expenses and deposits $ 645,618 $ 1,342,215
v3.24.2.u1
INVENTORY (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
IfrsStatementLineItems [Line Items]        
Cost of sales $ 1,271,317 $ 1,431,922 $ 2,320,886 $ 2,589,974
Reserve inventory write down 134,410 77,047 283,169 199,647
Inventory [member]        
IfrsStatementLineItems [Line Items]        
Cost of sales $ 1,177,811 $ 1,259,183 $ 2,144,150 $ 2,272,064
v3.24.2.u1
SCHEDULE OF INVESTMENTS (Details)
6 Months Ended
Jun. 30, 2024
USD ($)
Disclosure of detailed information about investment property [abstract]  
Beginning balance $ 189,403
Change in fair value (9,676)
Ending balance $ 179,727
v3.24.2.u1
SCHEDULE OF FAIR VALUE OF INVESTMENT (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Disclosure of detailed information about investment property [line items]    
Fair value of investments $ 179,727 $ 189,403
Public company shares [member]    
Disclosure of detailed information about investment property [line items]    
Fair value of investments 42,857  
Private company shares [member]    
Disclosure of detailed information about investment property [line items]    
Fair value of investments $ 136,780  
v3.24.2.u1
INVESTMENTS (Details Narrative)
6 Months Ended
Jun. 30, 2024
USD ($)
shares
Publicly Listed Company [member]  
Disclosure of detailed information about investment property [line items]  
Number of common shares holds | shares 1,428,571
Common shares holding value | $ $ 500,000
Private Company [member]  
Disclosure of detailed information about investment property [line items]  
Number of common shares holds | shares 50,000
Common shares holding value | $ $ 100,000
v3.24.2.u1
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Property, plant and equipment, beginning balance $ 1,320,338 $ 966,148
Additions 47,890 490,394
Disposals (128,615) (136,204)
Property, plant and equipment, ending balance 1,239,613 1,320,338
Accumulated depreciation Property, plant and equipment, beginning balance 639,537 561,457
Charge for the period 107,098 154,410
Disposals (79,551) (76,330)
Accumulated depreciation Property, plant and equipment, ending balance 667,084 639,537
Property, plant and equipment 572,529 680,801
Computer equipment [member]    
IfrsStatementLineItems [Line Items]    
Property, plant and equipment, beginning balance 133,273 95,662
Additions 2,567 58,611
Disposals (21,000)
Property, plant and equipment, ending balance 135,840 133,273
Accumulated depreciation Property, plant and equipment, beginning balance 58,178 41,998
Charge for the period 20,432 22,762
Disposals (6,582)
Accumulated depreciation Property, plant and equipment, ending balance 78,610 58,178
Property, plant and equipment 57,230 75,095
Furniture and equipment [member]    
IfrsStatementLineItems [Line Items]    
Property, plant and equipment, beginning balance 1,040,192 834,453
Additions 42,965 320,943
Disposals (128,615) (115,204)
Property, plant and equipment, ending balance 954,542 1,040,192
Accumulated depreciation Property, plant and equipment, beginning balance 545,403 502,790
Charge for the period 73,087 112,361
Disposals (79,551) (69,748)
Accumulated depreciation Property, plant and equipment, ending balance 538,939 545,403
Property, plant and equipment 415,603 494,789
Leasehold improvements [member]    
IfrsStatementLineItems [Line Items]    
Property, plant and equipment, beginning balance 86,530
Additions 2,358 86,530
Disposals
Property, plant and equipment, ending balance 88,888 86,530
Accumulated depreciation Property, plant and equipment, beginning balance 6,790
Charge for the period 8,902 6,790
Disposals
Accumulated depreciation Property, plant and equipment, ending balance 15,692 6,790
Property, plant and equipment 73,196 79,740
Vehicles [member]    
IfrsStatementLineItems [Line Items]    
Property, plant and equipment, beginning balance 60,343 36,033
Additions 24,310
Disposals
Property, plant and equipment, ending balance 60,343 60,343
Accumulated depreciation Property, plant and equipment, beginning balance 29,166 16,669
Charge for the period 4,677 12,497
Disposals
Accumulated depreciation Property, plant and equipment, ending balance 33,843 29,166
Property, plant and equipment $ 26,500 $ 31,177
v3.24.2.u1
SCHEDULE OF RIGHT OF USE ASSETS (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Right of use assets, Cost, Balance $ 721,687 $ 344,746
Additions   740,355
Depreciation (177,583) (363,086)
Foreign exchange translation 6,513 (328)
Rights of use assets, Cost, Balance 550,617 721,687
Vehicles [member]    
IfrsStatementLineItems [Line Items]    
Right of use assets, Cost, Balance 2,385
Additions  
Depreciation (2,385)
Foreign exchange translation
Rights of use assets, Cost, Balance
Buildings [member]    
IfrsStatementLineItems [Line Items]    
Right of use assets, Cost, Balance 515,071 342,361
Additions   322,354
Depreciation (71,364) (149,644)
Foreign exchange translation
Rights of use assets, Cost, Balance 443,707 515,071
Land [member]    
IfrsStatementLineItems [Line Items]    
Right of use assets, Cost, Balance 206,616
Additions   418,001
Depreciation (106,219) (211,057)
Foreign exchange translation 6,513 (328)
Rights of use assets, Cost, Balance $ 106,910 $ 206,616
v3.24.2.u1
RIGHT OF USE ASSETS (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Additions to right of use assets   $ 740,355
Land [member]    
IfrsStatementLineItems [Line Items]    
Additions to right of use assets   418,001
Land [member] | Lease One [member]    
IfrsStatementLineItems [Line Items]    
Additions to right of use assets   $ 418,001
Lease expiration date   December 31, 2024
Buildings [member]    
IfrsStatementLineItems [Line Items]    
Additions to right of use assets   $ 322,354
Buildings [member] | Lease Two [member]    
IfrsStatementLineItems [Line Items]    
Additions to right of use assets   $ 322,354
Lease expiration date   September 30, 2028
Lease one facilities [member]    
IfrsStatementLineItems [Line Items]    
Lease expiration date December 31, 2024  
Lease two facilities [member]    
IfrsStatementLineItems [Line Items]    
Lease expiration date May 31, 2026  
Lease three facilities [member]    
IfrsStatementLineItems [Line Items]    
Lease expiration date January 31, 2027  
Lease four facilities [member]    
IfrsStatementLineItems [Line Items]    
Lease expiration date September 30, 2028  
v3.24.2.u1
SCHEDULE OF OPERATING LEASE LIABILITIES (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Disclosure of quantitative information about leases for lessee [abstract]    
Balance - Beginning of period $ 790,023 $ 378,643
Interest expense 38,057 96,423
Additions   734,903
Lease Payments (205,746) (423,410)
Foreign exchange translation (3,812) 3,464
Balance - Ending of period 618,522 790,023
Current lease liabilities 264,036 362,001
Non-current lease liabilities 354,486 428,022
Lease liabilities $ 618,522 $ 790,023
v3.24.2.u1
SCHEDULE OF OPERATING MATURITY ANALYSIS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Disclosure of quantitative information about right-of-use assets [line items]      
Total undiscounted lease liabilities $ 715,049    
Amount representing interest (96,527)    
Lease liability 618,522 $ 790,023 $ 378,643
Not later than one year [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Total undiscounted lease liabilities 313,080    
Later than one year and not later than three years [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Total undiscounted lease liabilities 308,582    
Later than four years and not later than five years [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Total undiscounted lease liabilities $ 93,387    
v3.24.2.u1
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Trade accounts payable $ 1,317,921 $ 1,259,623
Accrued liabilities 961,079 1,345,649
Government grant payable 33,709 33,709
Trade payables and accrued liabilities $ 2,312,709 $ 2,638,981
v3.24.2.u1
LEASE LIABILITIES (Details Narrative)
6 Months Ended
Jun. 30, 2024
IfrsStatementLineItems [Line Items]  
Depreciation lease liability The Company leases certain assets under lease agreements. The lease liabilities consist of leases of facilities and vehicles with terms ranging from one to five years.
Bottom of range [member]  
IfrsStatementLineItems [Line Items]  
Weighted average lessee's incremental borrowing rate applied to lease 7.50%
Top of range [member]  
IfrsStatementLineItems [Line Items]  
Weighted average lessee's incremental borrowing rate applied to lease 13.25%
v3.24.2.u1
SCHEDULE OF DEFERRED INCOME (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule Of Deferred Income    
Deferred income from customers $ 12,112
Deferred income from government 95,806 95,562
Deferred income gross 95,806 107,674
Current portion 9,239 12,112
Long-term portion 86,567 95,562
Deferred income net $ 95,806 $ 107,674
v3.24.2.u1
DEFERRED INCOME (Details Narrative)
6 Months Ended
Jun. 30, 2024
USD ($)
Schedule Of Deferred Income  
Deferred revenues $ 9,239
Deferred revenue recognition period 4 years
v3.24.2.u1
SCHEDULE OF LOANS PAYABLE (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Opening balance $ 85,058 $ 86,571
Repayment of loans payable (83,372) (6,747)
Accretion expense 5,234
Ending balance $ 1,686 $ 85,058
v3.24.2.u1
SCHEDULE OF LOANS (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Total Carrying Value $ 1,686 $ 85,058
CEBA [member]    
IfrsStatementLineItems [Line Items]    
Total Carrying Value 40,000
Start Date May 19, 2020  
Maturity Date Mar. 28, 2024  
Rate 0.00%  
CEBA loan [member]    
IfrsStatementLineItems [Line Items]    
Total Carrying Value 40,000
Start Date Apr. 23, 2021  
Maturity Date Mar. 28, 2024  
Rate 0.00%  
Vehicle loan [member]    
IfrsStatementLineItems [Line Items]    
Total Carrying Value $ 1,686 $ 5,058
Start Date Aug. 30, 2019  
Maturity Date Sep. 11, 2024  
Rate 6.99%  
v3.24.2.u1
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2024
shares
$ / shares
Dec. 31, 2023
shares
Dec. 31, 2022
shares
IfrsStatementLineItems [Line Items]      
Remaining Contractual Life (years) 4 years 5 months 4 days 4 years 7 months 17 days  
Number of Options Outstanding 808,823 897,158 877,157
Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Number of Options Outstanding 808,823    
Number of Options Exercisable 780,214    
Exercise price one [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Oct. 30, 2019    
Expiry Date Oct. 30, 2029    
Exercise Price | $ / shares $ 2.50    
Remaining Contractual Life (years) 5 years 6 months 25 days    
Number of Options Outstanding 278,332    
Number of Options Exercisable 278,332    
Exercise price two [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Nov. 19, 2019    
Expiry Date Nov. 19, 2029    
Exercise Price | $ / shares $ 2.50    
Remaining Contractual Life (years) 5 years 7 months 17 days    
Number of Options Outstanding 50,000    
Number of Options Exercisable 50,000    
Exercise price three [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Apr. 30, 2020    
Expiry Date Apr. 30, 2030    
Exercise Price | $ / shares $ 2.50    
Remaining Contractual Life (years) 6 years 25 days    
Number of Options Outstanding 10,000    
Number of Options Exercisable 10,000    
Exercise price four [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Apr. 30, 2020    
Expiry Date Apr. 30, 2030    
Exercise Price | $ / shares $ 3.85    
Remaining Contractual Life (years) 6 years 25 days    
Number of Options Outstanding 110,000    
Number of Options Exercisable 110,000    
Exercise price five [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Jul. 03, 2020    
Expiry Date Jul. 03, 2025    
Exercise Price | $ / shares $ 3.20    
Remaining Contractual Life (years) 1 year 3 months    
Number of Options Outstanding 100,000    
Number of Options Exercisable 100,000    
Exercise price six [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Nov. 24, 2020    
Expiry Date Nov. 24, 2030    
Exercise Price | $ / shares $ 2.50    
Remaining Contractual Life (years) 6 years 7 months 20 days    
Number of Options Outstanding 32,000    
Number of Options Exercisable 32,000    
Exercise price seven [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Feb. 02, 2021    
Expiry Date Feb. 02, 2031    
Exercise Price | $ / shares $ 13.20    
Remaining Contractual Life (years) 6 years 9 months 29 days    
Number of Options Outstanding 30,000    
Number of Options Exercisable 30,000    
Exercise price eight [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Mar. 08, 2021    
Expiry Date Mar. 08, 2026    
Exercise Price | $ / shares $ 13.90    
Remaining Contractual Life (years) 1 year 11 months 4 days    
Number of Options Outstanding 10,000    
Number of Options Exercisable 10,000    
Exercise price nine [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Apr. 27, 2021    
Expiry Date Apr. 27, 2031    
Exercise Price | $ / shares $ 10.15    
Remaining Contractual Life (years) 7 years 21 days    
Number of Options Outstanding 132,665    
Number of Options Exercisable 132,665    
Exercise price ten [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Sep. 09, 2021    
Expiry Date Sep. 09, 2026    
Exercise Price | $ / shares $ 4.84    
Remaining Contractual Life (years) 2 years 5 months 8 days    
Number of Options Outstanding 25,826    
Number of Options Exercisable 17,217    
Exercise price eleven [member] | Incentive share compensation plan [member]      
IfrsStatementLineItems [Line Items]      
Grant Date Nov. 09, 2023    
Expiry Date Nov. 09, 2033    
Exercise Price | $ / shares $ 0.626    
Remaining Contractual Life (years) 9 years 7 months 2 days    
Number of Options Outstanding 30,000    
Number of Options Exercisable 10,000    
v3.24.2.u1
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2024
shares
$ / shares
Dec. 31, 2023
shares
$ / shares
Number of options outstanding, Beginning Balance | shares 897,158 877,157
Weighted average exercise price, Beginning Balance | $ / shares $ 4.48 $ 4.60
Number of options outstanding, Forfeited | shares (88,335) (9,999)
Weighted average exercise price, Forfeited | $ / shares $ 3.65 $ 3.77
Number of options outstanding, Issued | shares   30,000
Weighted average exercise price, Issued | $ / shares   $ 0.63
Number of options outstanding, Ending Balance | shares 808,823 897,158
Weighted average exercise price, Ending Balance | $ / shares $ 4.57 $ 4.48
v3.24.2.u1
SUMMARY OF CHANGES IN RESTRICTED STOCK UNITS (Details) - shares
6 Months Ended 12 Months Ended
May 21, 2024
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]      
Number of RSUs outstanding, Beginning of the period   8,000,000  
Number of RSUs, Forfeited (6,450,000)    
Number of RSUs outstanding, Ending of the period   34,871,814 8,000,000
Restricted stock units [member]      
IfrsStatementLineItems [Line Items]      
Number of RSUs outstanding, Beginning of the period   1,112,967 1,198,875
Number of RSUs, Vested   (114,992) (1,508,255)
Number of RSUs,Issued   4,630,443 1,685,316
Number of RSUs, Forfeited   (64,237) (262,969)
Number of RSUs outstanding, Ending of the period   5,564,181 1,112,967
v3.24.2.u1
SCHEDULE OF WARRANT DERIVATIVE LIABILITY (Details) - Warrants [member] - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Beginning of the period $ 4,196,125
Warrants issued 7,282,325 3,985,015
Change in fair value of warrants outstanding 786,825 211,110
Warrants exercised (2,882,315)  
Ending of the period $ 9,382,960 $ 4,196,125
v3.24.2.u1
SCHEDULE OF WARRANT AND FAIR VALUE OUTSTANDING (Details)
6 Months Ended
Jun. 30, 2024
USD ($)
shares
$ / shares
Jun. 30, 2024
$ / shares
Dec. 31, 2023
USD ($)
shares
IfrsStatementLineItems [Line Items]      
Number of Warrants Outstanding | shares 34,871,814   8,000,000
Fair Value of warrants | $ $ 9,382,960   $ 4,196,125
Range 1 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [1] Oct. 30, 2023    
Exercise price | $ / shares [1]   $ 0.3583  
Number of Warrants Outstanding | shares [1] 6,400,000   6,400,000
Fair Value of warrants | $ [1] $ 1,622,425   $ 3,180,543
Range 2 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [2] Oct. 30, 2023    
Exercise price | $ / shares [2] $ 0.0001    
Number of Warrants Outstanding | shares [2]   1,600,000
Fair Value of warrants | $ [2]   $ 1,015,582
Range 3 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [3] Feb. 26, 2024    
Exercise price | $ / shares [3] $ 0.1761    
Number of Warrants Outstanding | shares [3] 11,859,300  
Fair Value of warrants | $ [3] $ 3,216,492  
Range 4 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [4] Feb. 26, 2024    
Exercise price | $ / shares [4] $ 0.0001    
Number of Warrants Outstanding | shares [4]  
Fair Value of warrants | $ [4]  
Range 5 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [5] Apr. 29, 2024    
Exercise price | $ / shares [5]   0.354  
Number of Warrants Outstanding | shares [5] 13,513,514  
Fair Value of warrants | $ [5] $ 3,551,850  
Range 6 [member]      
IfrsStatementLineItems [Line Items]      
Issue date [6] Apr. 29, 2024    
Exercise price | $ / shares [6]   $ 0.00014  
Number of Warrants Outstanding | shares [6] 3,099,000  
Fair Value of warrants | $ [6] $ 992,193  
[1] The warrants expire October 30, 2028.
[2] The warrants have no expiry date. They were exercised January 5, 2024.
[3] The warrants expire February 26, 2029.
[4] The warrants have no expiry date. They were exercised February 26, 2024.
[5] The warrants expire April 29, 2029
[6] The warrants have no expiry date. 3,351,000 of the total issue of 6,450,000 were exercised May 21, 2024 and 3,099,000 were exercised subsequent to June 30, 2024 on July 23, 2024.
v3.24.2.u1
SCHEDULE OF WARRANT AND FAIR VALUE OUTSTANDING (Details) (Parenthetical) - shares
Jul. 23, 2024
May 21, 2024
IfrsStatementLineItems [Line Items]    
Number of shares issued   3,351,000
Number of shares exercised   6,450,000
Non-adjusting Events After Reporting Period [member]    
IfrsStatementLineItems [Line Items]    
Number of shares exercised 3,099,000  
v3.24.2.u1
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION FOR WARRANTS (Details) - Warrants [member]
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Risk free interest rate 4.44% 3.84%
Expected volatility 119.23% 113.78%
Expected life   4 years 9 months 18 days
Expected dividend yield 0.00% 0.00%
Bottom of range [member]    
IfrsStatementLineItems [Line Items]    
Expected life 4 years 3 months 18 days  
Top of range [member]    
IfrsStatementLineItems [Line Items]    
Expected life 4 years 9 months 18 days  
v3.24.2.u1
SUMMARY OF CHANGES IN WARRANTS (Details)
6 Months Ended 12 Months Ended
May 21, 2024
shares
Jun. 30, 2024
shares
$ / shares
Dec. 31, 2023
shares
$ / shares
IfrsStatementLineItems [Line Items]      
Number of RSUs outstanding, Beginning of the period   8,000,000  
Warrants, Issued 3,351,000    
Warrants, Expired (6,450,000)    
Number of RSUs outstanding, Ending of the period   34,871,814 8,000,000
Warrants [member]      
IfrsStatementLineItems [Line Items]      
Number of RSUs outstanding, Beginning of the period   8,574,798 7,916,797
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares   $ 0.63 $ 5.08
Warrants, Issued   36,909,190 8,320,000
Weighted Average Exercise Price, Issued | $ / shares   $ 0.23 $ 0.50
Warrants, Expired   (8,691,700) (7,661,999)
Weighted Average Exercise Price, Expired | $ / shares   $ 0.0428 $ 5.89
Number of RSUs outstanding, Ending of the period   36,792,288 8,574,798
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares   $ 0.39 $ 0.63
v3.24.2.u1
SCHEDULE OF WARRANTS OUTSTANDING (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Jun. 30, 2024
$ / shares
shares
Warrant one [member]    
IfrsStatementLineItems [Line Items]    
Date issued Jul. 29, 2021  
Expiry date Jul. 29, 2024  
Exercise price | $ / shares $ 5.00  
Number of warrants outstanding 250,000 250,000
Warrant two [member]    
IfrsStatementLineItems [Line Items]    
Date issued Sep. 14, 2021  
Expiry date Sep. 14, 2024  
Exercise price | $ / shares $ 5.00  
Number of warrants outstanding 4,798 4,798
Warrant three [member]    
IfrsStatementLineItems [Line Items]    
Date issued Oct. 30, 2023  
Expiry date Oct. 30, 2026  
Exercise price | $ / shares $ 0.6875  
Number of warrants outstanding 320,000 320,000
Warrant four [member]    
IfrsStatementLineItems [Line Items]    
Date issued Oct. 30, 2023  
Expiry date Oct. 30, 2028  
Exercise price | $ / shares   $ 0.3583
Number of warrants outstanding 6,400,000 6,400,000
Warrant five [member]    
IfrsStatementLineItems [Line Items]    
Date issued Feb. 26, 2024  
Expiry date Feb. 26, 2027  
Exercise price | $ / shares $ 0.3375  
Number of warrants outstanding 670,000 670,000
Warrant six [member]    
IfrsStatementLineItems [Line Items]    
Date issued Feb. 26, 2024  
Expiry date Feb. 26, 2029  
Exercise price | $ / shares $ 0.1761  
Number of warrants outstanding 11,859,300 11,859,300
Warrant Seven [Member]    
IfrsStatementLineItems [Line Items]    
Date issued Apr. 29, 2024  
Expiry date Apr. 29, 2029  
Exercise price | $ / shares   $ 0.354
Number of warrants outstanding 13,513,514 13,513,514
Warrant Eight [member]    
IfrsStatementLineItems [Line Items]    
Date issued Apr. 29, 2024  
Expiry date Apr. 29, 2024  
Exercise price | $ / shares   $ 0.00014
Number of warrants outstanding 3,099,000 3,099,000
Warrant Nine [member]    
IfrsStatementLineItems [Line Items]    
Date issued Apr. 29, 2024  
Expiry date Apr. 29, 2024  
Exercise price | $ / shares   $ 0.4425
Number of warrants outstanding 675,676 675,676
Warrants [member]    
IfrsStatementLineItems [Line Items]    
Number of warrants outstanding 36,792,288 36,792,288
v3.24.2.u1
SHARE CAPITAL (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
shares
Oct. 30, 2024
$ / shares
May 01, 2024
$ / shares
May 01, 2024
$ / shares
IfrsStatementLineItems [Line Items]                  
Number of shares issued | shares       8,000,000   8,000,000      
[custom:SharesIssuedForFinancingCost]           $ 10,856,166      
[custom:IssuedCapitalCost-0]       $ 1,953,032   1,953,032      
Proceeds from issuing shares           8,903,134      
Other operating income (expense) $ (3,157,299) $ (142,046) $ (1,770,185)   $ (44,973)        
Shares issued for financing     2,414,103 520,064 10,856,166 520,064      
Shares issued for financing - ATM           1,748,946      
Share issue costs           222,136      
Proceeds from issue of shares           1,526,810      
Share issue related cost     219,660 140,890 222,136        
Derivative liability       $ 4,338,931   $ 4,338,931      
Stock-based compensation 305,147 478,915 $ 504,054   1,019,478        
Weighted average remaining contractual life of outstanding share options     4 years 5 months 4 days     4 years 7 months 17 days      
Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
[custom:SharesIssuedForExerciseOfWarrantsOfDerivatives]     $ 7,282,325     $ 3,985,015      
Stock options [member]                  
IfrsStatementLineItems [Line Items]                  
Stock-based compensation 26,690 27,425 53,379   130,437        
Restricted stock units [member]                  
IfrsStatementLineItems [Line Items]                  
Share-based payment expense $ 278,457 $ 451,490 $ 420,340   $ 889,041        
USD Prefunded Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued | shares 11,200,000   11,200,000            
[custom:NumberOfWarrantsExercised-0] | shares 2,200,000   2,200,000            
[custom:SharesIssuedForFinancingCost]     $ 4,877,475            
[custom:IssuedCapitalCost-0] $ 752,498   752,498            
Proceeds from issuing shares     4,124,977            
Shares issued for financing     2,017,966            
Warrants exercise price per share | (per share)             $ 0.259 $ 0.6123 $ 0.3583
USD Prefunded Warrants [member] | Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
[custom:SharesIssuedForExerciseOfWarrantsOfDerivatives]     2,859,509            
[custom:SharesIssuedForExerciseOfPrefundedWarrantsOfDerivatives]     $ 431,084            
CAD Prefunded Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued | shares 7,063,514   7,063,514            
[custom:NumberOfWarrantsExercised-0] | shares 6,450,000   6,450,000            
[custom:SharesIssuedForFinancingCost]     $ 4,818,952            
[custom:IssuedCapitalCost-0] $ 779,615   779,615            
Proceeds from issuing shares     4,039,337            
Shares issued for financing     396,137            
CAD Prefunded Warrants [member] | Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
[custom:SharesIssuedForExerciseOfWarrantsOfDerivatives]     4,422,815            
[custom:SharesIssuedForExerciseOfPrefundedWarrantsOfDerivatives]     $ 1,248,343            
Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Risk free interest rate     4.33%   4.80%        
Volatility     119.23%   115.35%        
Expected life     5 years            
Expected dividend yield rate     0.00%            
Warrants [member] | CANADA                  
IfrsStatementLineItems [Line Items]                  
Risk free interest rate     4.65%            
Volatility     119.80%            
Broker Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Risk free interest rate     4.48%   4.87%        
Volatility     107.80%   138.83%        
Expected life     3 years            
Expected dividend yield rate     0.00%            
Broker Warrants [member] | CANADA                  
IfrsStatementLineItems [Line Items]                  
Risk free interest rate     4.62%            
Volatility     108.67%            
Common stock 1 [member]                  
IfrsStatementLineItems [Line Items]                  
Number of stock issued for restrcited share units | shares     114,992     1,508,255      
Shares isued for exercise of warrants | shares     8,691,700            
Number of stock issued for treasury | shares     900,000            
Common shares [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued | shares       4,800,000   4,800,000      
Proceeds from issuing shares           $ 3,969,372      
Other operating income (expense)           $ 793,979      
Shares issued for financing - ATM, shares | shares           650,729      
Proceeds from shares issuance cost           $ 4,858,995      
Share issue related cost           $ 889,623      
Common shares [member] | USD Prefunded Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Other operating income (expense)     $ 441,166            
Common shares [member] | CAD Prefunded Warrants [member]                  
IfrsStatementLineItems [Line Items]                  
Other operating income (expense)     $ 671,747            
v3.24.2.u1
SCHEDULE OF SEGMENTED INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
IfrsStatementLineItems [Line Items]          
Sales of goods $ 1,387,350 $ 1,581,358 $ 2,625,298   $ 2,962,174
Provision of services 345,640 317,681 437,273   538,351
Total revenue 1,732,990 1,899,039 3,062,571   3,500,525
Segment loss (income)     9,259,782   13,638,787
Finance and other costs     46,805   (46,752)
Depreciation     284,681   224,243
Amortization     5,643   17,979
Change in fair value of derivative liability     (786,825)   (57,314)
Loss on write-off of notes receivable     10,861   199,647
Loss on write down of inventory     134,410    
Net loss for the period $ 7,091,549 $ 6,908,964 8,955,357 $ 9,635,220 13,976,590
Drones [member]          
IfrsStatementLineItems [Line Items]          
Sales of goods     2,625,298   2,962,174
Provision of services     437,273   538,351
Total revenue     3,062,571   3,500,525
Segment loss (income)     2,866,980   8,972,201
Finance and other costs     46,805   (43,689)
Depreciation     276,655   219,422
Amortization     5,643   17,979
Change in fair value of derivative liability      
Loss on write-off of notes receivable       199,647
Loss on write down of inventory     134,410    
Net loss for the period     3,330,493   9,365,560
Vital [member]          
IfrsStatementLineItems [Line Items]          
Sales of goods      
Provision of services      
Total revenue      
Segment loss (income)       153,641
Finance and other costs      
Depreciation      
Amortization      
Change in fair value of derivative liability      
Loss on write-off of notes receivable      
Loss on write down of inventory        
Net loss for the period       153,641
Corporates [member]          
IfrsStatementLineItems [Line Items]          
Sales of goods      
Provision of services      
Total revenue      
Segment loss (income)     6,392,802   4,512,945
Finance and other costs       (3,063)
Depreciation     8,026   4,821
Amortization      
Change in fair value of derivative liability     (786,825)   (57,314)
Loss on write-off of notes receivable     10,861  
Loss on write down of inventory        
Net loss for the period     $ 5,624,864   $ 4,457,389
v3.24.2.u1
SCHEDULE OF GEOGRAPHIC REVENUE (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
IfrsStatementLineItems [Line Items]          
Non-current assets $ 1,509,856   $ 1,509,856   $ 1,648,317
Revenue          
Revenue 1,732,990 $ 1,899,039 3,062,571 $ 3,500,525  
CANADA          
IfrsStatementLineItems [Line Items]          
Non-current assets 1,402,947   1,402,947   1,441,701
Revenue          
Revenue 1,726,160 1,899,039 3,053,493 3,491,133  
UNITED STATES          
IfrsStatementLineItems [Line Items]          
Non-current assets 106,909   106,909   $ 206,616
Revenue          
Revenue $ 6,830 $ 9,078 $ 9,392  
v3.24.2.u1
SCHEDULE OF OFFICE AND MISCELLANEOUS EXPENSES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Notes and other explanatory information [abstract]        
Advertising, Marketing, and Investor Relations $ 232,685 $ 951,659 $ 342,758 $ 3,287,712
Compliance fees 74,967 108,328 138,999 135,635
Impairment of accounts receivable 198,513
Contract Work 47,082 114,429
Other 213,509 330,335 385,673 501,767
Office and Miscellaneous Expenses $ 521,161 $ 1,437,404 $ 867,430 $ 4,238,056
v3.24.2.u1
SCHEDULE OF OTHER EXPENSES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Notes and other explanatory information [abstract]        
Share issue costs $ 595,921 $ 1,194,450
Write off of accounts (payable) receivable (48,833)
Gain on settlement of debt (26,193)   (26,193)
Other (8,329) (5,729) 424
Total Other expenses $ 587,592 $ (26,193) $ 1,139,888 $ 25,769
v3.24.2.u1
SCHEDULE OF KEY COMPENSATION AWARDS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Notes and other explanatory information [abstract]        
Director fees $ 91,463 $ 151,577 $ 243,900 $ 303,240
Salaries 127,518 431,407 269,586 533,522
Share-based payments 181,749 267,638 303,861 530,880
Total  $ 400,730 $ 850,622 $ 817,347 $ 1,367,642
v3.24.2.u1
SCHEDULE OF KEY MANAGEMENT TRANSACTIONS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
IfrsStatementLineItems [Line Items]        
Management fees paid to a company, total $ 400,730 $ 850,622 $ 817,347 $ 1,367,642
CEO and Director [member]        
IfrsStatementLineItems [Line Items]        
Management fees paid to a company, total 65,702 280,000 125,702 380,000
CEO [member]        
IfrsStatementLineItems [Line Items]        
Management fees paid to a company, total 109,437 123,153 215,687 226,782
President and Director [member]        
IfrsStatementLineItems [Line Items]        
Management fees paid to a company, total 36,991 86,754 77,424 145,152
Other related parties [member]        
IfrsStatementLineItems [Line Items]        
Management fees paid to a company, total $ 212,130 $ 489,907 $ 418,813 $ 751,934
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Notes and other explanatory information [abstract]    
Amounts payable, related party transactions $ 18,000 $ 95,345
Percentage of directors reduction fees 20.00%  
Adjustment of directors fees $ 30,488  
v3.24.2.u1
SCHEDULE OF FINANCIAL ASSETS MEASURED FAIR VALUE THROUGH PROFIT AND LOSS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Cash and cash equivalents $ 5,290,547 $ 3,093,612
Equity securities in investee companies 179,727 189,403
Derivative liability 9,382,960 4,196,125
Total 14,853,234 7,479,140
Level 1 of fair value hierarchy [member]    
IfrsStatementLineItems [Line Items]    
Cash and cash equivalents 5,290,547 3,093,612
Equity securities in investee companies 42,857 57,143
Derivative liability
Total 5,333,404 3,150,755
Level 3 of fair value hierarchy [member]    
IfrsStatementLineItems [Line Items]    
Cash and cash equivalents
Equity securities in investee companies 136,870 132,260
Derivative liability 9,382,960 4,196,125
Total $ 9,519,830 $ 4,328,385
v3.24.2.u1
SCHEDULE OF FAIR VALUE FOR DERIVATIVE LIABILITY (Details) - Historical volatility for shares, measurement input [member] - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Change in volatility percentage 20.00%  
Impact on comprehensive loss $ 589,059 $ 291,149
v3.24.2.u1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Details Narrative)
Jun. 30, 2024
USD ($)
Current trade receivables $ 229,077
Trade receivable past due without allowances 126,027
Trade receivables legal $ 106,521
v3.24.2.u1
SUBSEQUENT EVENT (Details Narrative) - Non adjustment Events [Member]
Aug. 07, 2024
shares
October Issuance [Member]  
IfrsStatementLineItems [Line Items]  
Number of warrants remaining outstanding 6,400,000
April Issuance [Member]  
IfrsStatementLineItems [Line Items]  
Number of warrants remaining outstanding 13,513,514

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