SHARE CAPITAL | 17. SHARE CAPITAL Authorized share capital Unlimited number of common shares without par value. Issued share capital During the year ended December 31, 2023, ● The Company issued 1,508,255 ● 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 1,748,946 222,136 1,526,810 ● The Company issued 4,800,000 4,858,995 889,623 3,969,372 793,979 During the year ended December 31, 2022, ● The Company issued 16,538 87,170 ● The Company issued 12,500 26,875 ● The Company issued 1,072,595 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 Consolidated Financial Statements For the Year Ended December 31, 2023 Expressed in Canadian Dollars 17. SHARE CAPITAL (CONT’D) As at December 31, 2023, the Company had the following options outstanding and exercisable: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Grant Date Expiry Date Exercise Price Remaining Contractual Life (years) Number of Options Outstanding Number of Options Exercisable October 30, 2019 October 30, 2029 $ 2.50 5.84 278,332 278,332 November 19, 2019 November 19, 2029 $ 2.50 5.89 50,000 50,000 April 30, 2020 April 30, 2030 $ 2.50 6.33 85,000 85,000 April 30, 2020 April 30, 2030 $ 3.85 6.33 110,000 110,000 July 3, 2020 July 3, 2025 $ 3.20 1.51 100,000 100,000 November 24, 2020 November 24, 2030 $ 2.50 6.90 32,000 32,000 February 2, 2021 February 2, 2031 $ 13.20 7.10 30,000 30,000 March 8, 2021 March 8, 2026 $ 13.90 2.19 10,000 10,000 April 27, 2021 April 27, 2031 $ 10.15 7.33 146,000 97,326 September 9, 2021 September 9, 2026 $ 4.84 2.69 25,826 17,217 November 9, 2023 November 9, 2033 $ 0.626 9.87 30,000 10,000 897,158 819,875 SCHEDULE OF STOCK OPTIONS OUTSTANDING Number of Options Weighted Average Exercise Price Outstanding, December 31, 2021 1,035,991 $ 4.60 Exercised (12,500 ) 2.15 Forfeited (146,334 ) 4.77 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 During the year ended December 31, 2023, ● The Company granted 30,000 0.626 10 No options were granted by the Company for the year ended December 31, 2022 During the year ended December 31, 2023, the Company recorded $ 151,174 (2022- $ 502,837 ) 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 with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS Year ended December 31, December 31, 2023 December 31, 2022 Risk free interest rate 4.58 % - Expected volatility 115.1 % - Expected life 10 - Expected dividend yield 0 % - Exercise price $ 0.63 $ - Draganfly Inc. Notes to the Consolidated Financial Statements For the Year Ended December 31, 2023 Expressed in Canadian Dollars 17. SHARE CAPITAL (CONT’D) Restricted Share Units The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company 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). RSUs will have a 3-year vesting period following the award date. The total number of common shares reserved and available for grant and issuance pursuant to this plan, and the total number of Restricted Share Units that may be awarded pursuant to this plan, shall not exceed 20% (in the aggregate) of the issued and outstanding common shares from time to time. As at December 31, 2023, the Company had the following RSUs outstanding: SUMMARY OF CHANGES IN RESTRICTED STOCK UNITS Number of RSU’s Outstanding, December 31, 2021 514,832 Vested (1,072,595 ) Issued 1,820,972 Forfeited (64,334 ) 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 During the year ended December 31, 2023, 1,508,255 1,687,014 264,668 During the year ended December 31, 2022, 1,072,595 1,820,972 64,334 During the year ended December 31, 2023, the Company recorded share-based payment expense of $ 1,866,490 (2022: $ 2,808,187) for RSU’s, based on the fair values of RSU’s granted which are calculated using the closing price of the Company’s stock on the day prior to grant. Warrants During the year ended December 31, 2023, the Company issued 1,600,000 0.5499 0.0001 6,400,000 0.6123 5 October 30, 2028 320,000 0.6875 3 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 date of issue the warrants were valued with a risk free rate of 4.8 115.35 5 0 4.87 138.83 3 0 Draganfly Inc. Notes to the Consolidated Financial Statements For the Year Ended December 31, 2023 Expressed in Canadian Dollars 17. SHARE CAPITAL (CONT’D) Warrant Derivative Liability SCHEDULE OF WARRANT DERIVATIVE LIABILITY Balance at December 31, 2021 $ 4,865,772 Change in fair value of warrants outstanding (4,865,772 ) 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 Derivative liability balance at December 31, 2023 December 31, 2022 Warrants $ 4,196,125 $ - Contingent consideration - 57,314 Ending balance $ 4,196,125 $ 57,314 The contingent liability is related to an acquisition on March 22, 2021, whereby 1,200,000 900,000 2,000,000 6,000,000 March 25, 2023 Details of these warrants and their fair values are as follows: SCHEDULE OF WARRANT AND FAIR VALUE OUTSTANDING Issue Date Exercise Price Number of Warrants Outstanding at December 31, 2023 Fair Value at December 31, 2023 Number of Warrants Outstanding at December 31, 2022 Fair Value at December 31, 2022 February 5, 2021 US$ 3.55 - $ - 1,319,675 $ - March 5, 2021 US$ 3.55 - - 5,142,324 - October 30, 2023 US$ 0.6123 6,400,000 3,180,543 - - October 30, 2023 US$ 0.0001 1,600,000 1,015,582 - - 8,000,000 $ 4,196,125 6,461,999 $ - 1) The warrants expired on February 5, 2023. 2) The warrants expired on March 5, 2023. 3) The warrants expire October 30, 2028. 4) The warrants have no expiry date. Draganfly Inc. Notes to the Consolidated Financial Statements For the Year Ended December 31, 2023 Expressed in Canadian Dollars 17. SHARE CAPITAL (CONT’D) The fair values of these warrants were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION FOR WARRANTS December 31, 2023 December 31, 2022 Risk free interest rate 3.84 4.07 % Expected volatility 113.78 % 91.66% 93.48 % Expected life 4.8 0.10 0.18 Expected dividend yield 0 % 0 % SUMMARY OF CHANGES IN WARRANTS Number of Warrants Weighted Average Exercise Price Outstanding, December 31, 2021 8,414,819 $ 4.99 Exercised (16,538 ) 4.51 Issued (481,484 ) 4.61 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 As at December 31, 2023, the Company had the following warrants outstanding: SCHEDULE OF 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 US$ 0.6123 6,400,000 October 30, 2023 No expiry date US$ 0.0001 1,600,000 8,574,798 The weighted average remaining contractual life of warrants outstanding as of December 31, 2023, was 4.63 0.47 years). |