Draganfly closes roughly US$10M stock offering
Draganfly Inc. (DPRO) closed a registered direct offering of 1,869,159 common shares at US$5.35 per share, generating approximately US$10 million in gross proceeds before placement-agent discounts and offering expenses.
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Rhea-AI Filing Summary
Draganfly Inc. (DPRO) closed a registered direct offering of 1,869,159 common shares at US$5.35 per share, generating approximately US$10 million in gross proceeds before placement-agent discounts and offering expenses. Draganfly intends to use the net proceeds to accelerate development of advanced strategic capabilities and fund general working capital. Jett Capital Advisors, LLC and Northland Capital Markets acted as joint-lead placement agents. The shares were offered and sold in the United States only; none were offered or sold to Canadian purchasers.
The placement agreement provides for a cash fee equal to 6.0% of gross proceeds, reimbursement of documented out-of-pocket expenses up to US$75,000, and a US$50,000 payment to placement-agent counsel. It also provides for 112,150 placement-agent warrants with an exercise price of CAD$9.4595 per share, stated as equivalent to US$6.6875, expiring September 29, 2029. The agreement describes the offering as a reasonable-best-efforts placement and states that the placement agents did not commit to purchase the shares.
Filing Explained
The agent warrant permits contingent additional dilution, while the company accepted a temporary 60-day limit on further share issuance.
Alongside the completed offering, the placement agents received a warrant for up to 112,150 additional common shares; those shares would be issued only if the warrant is exercised and payment is made. An exercise would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.
The warrant caps beneficial ownership after exercise at
Separately, the placement agreement restricts the company from issuing common shares or equivalents for 60 days after closing without lead-agent consent, subject to exceptions in the purchase agreement. It also prohibits variable-rate transactions from the agreement date through 60 days after closing.
Key Figures
Key Terms
registered direct offering financial
gross proceeds financial
Beneficial Ownership Limitation regulatory
Demand Registration Statement regulatory
FAQ
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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: September 2026
Commission File Number: 001-40688
DRAGANFLY INC.
(Name of registrant)
235 103rd St. E.
Saskatoon, Saskatchewan, S7N 1Y8
Canada
(Address of principal executive offices)
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 |
INCORPORATION BY REFERENCE
Exhibits 99.2 and 99.3 to this report on Form 6-K furnished to the SEC are expressly incorporated by reference into the Registration Statement on Form F-10 of Draganfly Inc. (File No. 333-290823), as amended and supplemented.
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. | ||
| Date: September 30, 2026 | By: | /s/ Paul Sun |
| Name: | Paul Sun | |
| Title: | Chief Financial Officer | |
Form 6-K Exhibit Index
| Exhibit Number | Document Description | |
| 99.1 | Press Release dated September 29, 2026 | |
| 99.2 | Placement Agency Agreement, dated September 28, 2026 | |
| 99.3 | Placement Agent’s Common Share Purchase Warrant, dated September 29, 2026 |
Exhibit 99.1
Draganfly Announces Closing of US$10 Million Strategic Investment
TAMPA, Fla., September 29, 2026 — Draganfly Inc. (NASDAQ: DPRO) (CSE: DPRO) (FSE: 3U8) (“Draganfly” or the “Company”), an industry-leading developer of drone solutions, systems and technologies, today announced the closing of its previously announced registered direct offering of 1,869,159 common shares of the Company at a price of US$5.35, for gross proceeds of approximately US$10 million, before deducting placement agent discounts and offering expenses (the “Investment”).
Jett Capital Advisors, LLC and Northland Capital Markets acted as joint-lead placement agents for the Investment.
Draganfly intends to use the net proceeds to accelerate the development of advanced strategic capabilities and to fund general working capital in meeting demand for its products in the rapidly maturing U.S. and international markets.
The Investment was made pursuant to an effective shelf registration statement on Form F-10, as amended (File No. 333-290823), previously filed with the U.S. Securities and Exchange Commission (“SEC”) and which became automatically effective on February 25, 2026, and the Company’s Canadian short form base shelf prospectus dated October 24, 2025 (the “Base Shelf Prospectus”). Draganfly offered and sold the securities in the United States only. No securities were offered or sold to Canadian purchasers. The Nasdaq Stock Market was not required to be notified for this transaction.
A prospectus supplement and accompanying Base Shelf Prospectus relating to the Investment and describing the terms thereof has been filed with the applicable securities commissions in Canada and with the SEC in the United States and is available for free by visiting the Company’s profiles on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca or the SEC’s website at www.sec.gov, as applicable. Copies of the prospectus supplement and accompanying Base Shelf Prospectus relating to the Investment may be obtained by contacting Jett Capital Advisors, LLC, at 712 Fifth Ave, 11th Floor, New York, NY 10019, Attention: General Inquiries, or by telephone at +1-212-616-0430 or by email at info@jettcapital.com, or Northland Securities, Inc., at 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, Attention: Valencia Day, or by telephone at +1-612-851-4917, or by email at vday@northlandcapitalmarkets.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Draganfly
Draganfly Inc. (NASDAQ: DPRO; CSE: DPRO; FSE: 3U8) is a leader in cutting-edge drone solutions and software that are transforming industries and serving stakeholders globally. Recognized for innovation and excellence for over 27 years, Draganfly delivers award-winning technology to the public safety, civil, military, agriculture, industrial inspection, security, mapping, and surveying markets. The Company is driven by passion, ingenuity, and a mission to provide efficient solutions and first-class services to customers worldwide, saving time, money, and lives.
For more information, visit www.draganfly.com.
For investor details, visit:
NASDAQ (DPRO)
CSE (DPRO)
FSE (3U8)
Media Contact
Erika Racicot
Email: media@draganfly.com
Company Contact
Cameron Chell
Chief Executive Officer
(306) 955-9907
Email: info@draganfly.com
Forward-Looking Statements
This release contains certain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements in this news release include, but are not limited to: statements regarding the intended use of proceeds; expansion of U.S. and North American manufacturing, development and commercialization of drone, counter-UAS and autonomous technologies, potential future orders under existing contracts, potential strategic relationships, acquisitions and partnerships, and the Company’s anticipated opportunities within U.S., Canadian and allied defense markets. Forward-looking statements are based on the current expectations of management, are subject to numerous assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied. Actual future events may differ from the anticipated events expressed in such forward-looking statements. Draganfly believes that expectations represented by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These forward-looking statements speak only as of the date made, and Draganfly is under no obligation and disavows any intention to update publicly or revise such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities laws. Investors are cautioned not to unduly rely on these forward-looking statements and are encouraged to read the Investment documents, as well as Draganfly’s continuous disclosure documents, including its current annual information form, as well as its audited annual consolidated financial statements which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
EXHIBIT 99.2
Jett Capital Advisors, LLC
712 5th Avenue, Floor 11
New York, NY 10019
Northland Securities, Inc.
27 W Ridgewood Avenue
Ridgewood, NJ 07450
September 28, 2026
Draganfly Inc.
235 103rd St. E.
Saskatoon, SK S7N 1Y8, Canada
Attention: Cameron Chell, Chief Executive Officer
Re: Placement Agency Agreement
Dear Mr. Chell,
This letter (the “Agreement”) constitutes the agreement between Jett Capital Advisors, LLC (the “Lead Placement Agent”), Northland Securities, Inc. (together with the Lead Placement Agent, the “Placement Agents”) and Draganfly Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), that the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best-efforts” basis, in connection with the proposed placement (the “Placement”) of 1,869,159 common shares (the “Shares”) of the Company, no par value per share (“Common Shares” or “Securities”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes (i) that the Placement Agents would have the power or authority to bind the Company or any Purchaser, or (ii) an obligation for the Company to issue any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a reasonable best-efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agents to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agents with respect to securing any other financing on behalf of the Company. The sale of Placement Agent Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. The Company agrees to sell to the Purchasers up to 100% of the Shares on the Closing Date for a purchase price of US$5.35 (the “Offering Price”) per Share. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.
The Company has filed a short form base shelf prospectus with the securities regulatory authorities in each of the provinces of British Columbia, Saskatchewan and Ontario (the “Canadian Prospectus”) pursuant to applicable Canadian securities laws and a registration statement on Form F-10 (Registration No. 333-290823) with the U.S. Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), originally filed on October 10, 2025, amended on February 25, 2026, and immediately effective (pursuant to Rule 467(b) under the Securities Act) on February 25, 2026, including the Canadian Final Base Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC (the “Registration Statement”). The Securities will be offered and sold pursuant to a prospectus supplement to the Canadian Prospectus and the Registration Statement (the “Prospectus Supplement”, and together with the Canadian Prospectus and the Registration Statement, the “Prospectuses”).
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A. Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, are hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agents. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder of the Company, except as set forth in the Purchase Agreement. The Company further represents and warrants that (i) it is not a “related issuer” or “connected issuer” (as those terms are defined in National Instrument 33-105 – Underwriting Conflicts of Canadian Securities Administrators) of either Placement Agent and (ii) it is eligible to use Form F-10 under the Securities Act to register the offering of the Securities.
B. Covenants of the Company. The Company covenants and agrees to continue to retain a firm of independent, Public Company Accounting Oversight Board registered public accountants for a period of at least two (2) years after the Closing Date. In addition, from the Closing Date until the date that is sixty (60) days after the Closing Date, without the Lead Placement Agent’s prior written consent, the Company shall not, directly or indirectly, issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option or right to purchase or other disposition of) any Common Shares or Common Share Equivalents (as defined in the Purchase Agreement), except as permitted under clauses (A) through (E) of Section 4(m) of the Purchase Agreement. In addition, from the date hereof until sixty (60) days following the Closing Date, the Company shall not, directly or indirectly, issue or sell any Common Shares or Common Share Equivalents pursuant to any Variable Rate Transaction (as defined in the Purchase Agreement).
SECTION 2. REPRESENTATIONS OF THE PLACEMENT AGENTS. Each of the Placement Agents represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the securities laws of each state in which an offer or sale of Placement Agent Securities is made (unless exempted from the respective state’s broker-dealer registration requirements), (iii) is licensed as a broker/dealer under the laws of the United States of America applicable to the offers and sales of the Placement Agent Securities by such Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of organization, and (v) has full power and authority to enter into and perform its obligations under this Agreement. Each of the Placement Agents will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. Each of the Placement Agents covenants that it will use its reasonable best-efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.
SECTION 3. COMPENSATION. (1) In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agents and/or their respective designees a cash fee equal to six percent (6.0%) of the gross proceeds raised from the sale of the Placement Agent Securities (the “Cash Fee”). The Cash Fee shall be paid on the Closing Date from immediately available funds. (2) In addition, at each closing date of the Placement, the Company shall grant and issue to the Placement Agents (or their designated affiliates, as allocated among them) warrants (the “Placement Agent Warrants”) to purchase such number of Common Shares of the Company equal to six percent (6.0%) of the Placement Agent Securities, and the exercise price of such Placement Agent Warrants shall be equal to 125% of the Offering Price in the Placement. (3) Concurrently out of the proceeds of the Closing, the Company also agrees to reimburse the Placement Agents for reasonable and documented out-of-pocket expenses incurred by the Placement Agents in connection with the transaction (including legal advisor’s fees) to a maximum of US$75,000. Each Placement Agent shall require prior written approval from the Company for any individual expense or series of related expenses in excess of US$25,000. (4) The Company shall pay $50,000 to counsel to the Placement Agents in respect of their legal fees and expenses incurred in connection with this Agreement. In addition, for any public or private offering or other financing or capital-raising transaction of any kind completed by the Company within the sixty (60) day period following the expiration or termination of the Term (as defined below) set forth in this Agreement, the Lead Placement Agent shall be entitled to compensation under clauses (1) and (2) of this Section 3, calculated in the manner set forth therein. The terms of the compensation described herein shall comply in all respects with the requirements of FINRA, including with respect to FINRA Rule 5110. The Placement Agents reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
SECTION 4. INDEMNIFICATION.
A. To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agents and their respective affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of their respective activities hereunder or pursuant to this Agreement, including as a result of the Company’s prior engagement of, or any other obligation to, any investment bank, placement agent, consultant or financial advisor, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agents’ fraud, willful misconduct or gross negligence in performing the services described herein. The Company agrees, upon request of any indemnified party, to advance payment of such expenses as they are incurred by an indemnified party prior to the final disposition of any matter referenced in this Section 4.A, subject to such indemnified party’s obligation to return any such advance if it is ultimately determined that such indemnified party was not entitled to indemnification in respect of such matter. If the Company shall default in its obligations to deliver Placement Agent Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company.
B. Promptly after receipt by the Placement Agents of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agents are entitled to indemnity hereunder, the Placement Agents will promptly notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by the Placement Agents, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agents and will pay the reasonable and documented fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agents will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agents reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agents. In such event, the reasonable fees and disbursements of no more than one such separate counsel for the Placement Agents will be paid by the Company, in addition to reasonable and documented fees of local counsel. The Company will have the right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agents, which will not be unreasonably withheld, conditioned or delayed. The Company shall not be liable for any settlement of any action effected without its written consent, which will not be unreasonably withheld, conditioned or delayed.
C. The Company agrees to notify the Placement Agents promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement.
D. If for any reason the foregoing indemnity is unavailable to the Placement Agents or insufficient to hold the Placement Agents harmless, other than as a result of the Placement Agents’ fraud, willful misconduct or gross negligence, then the Company shall contribute to the amount paid or payable by the Placement Agents as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agents on the other, but also the relative fault of the Company on the one hand and the Placement Agents on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any reasonable and documented legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agents’ aggregate share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agents under this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agents). Notwithstanding the foregoing, no person found to have committed fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not found to have committed such fraudulent misrepresentation.
E. These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.
SECTION 5. ENGAGEMENT TERM. The Placement Agents’ engagement hereunder shall expire following the completion of the Closing (the “Term”). Either party may terminate the engagement at any time upon thirty (30) days’ prior written notice to the other party. The date of termination or expiry of this Agreement is referred to herein as the “Termination Date.” Notwithstanding any termination, the Company will remain responsible for fees pursuant to Section 3 hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents agree not to use any confidential information concerning the Company provided to the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.
SECTION 6. PLACEMENT AGENTS’ INFORMATION. The Company agrees that any information or advice rendered by the Placement Agents in connection with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agents’ prior written consent.
SECTION 7. PERMITTED ACTS. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents, their respective officers, directors, employees, agents, associated persons and any individual or entity “controlling,” “controlled by,” or “under common control” with either Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct their respective businesses including without limitation the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
SECTION 8. LIMITATION OF ENGAGEMENT TO THE COMPANY. The Company acknowledges that the Placement Agents have been retained only by the Company, that each Placement Agent is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agents is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against either Placement Agent or any of their respective affiliates, or any of their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by the Placement Agents, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agents in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agents to the Company in connection with the Placement Agents’ engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Placement, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agents shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by either Placement Agent. If any Purchase Agreement and/or related transaction documents are entered into between the Company and the Purchasers in the Placement, the Placement Agents will be entitled to rely on the representations, warranties, agreements and covenants of the Company contained in any such Purchase Agreement and related transaction documents as if such representations, warranties, agreements and covenants were made directly to the Placement Agents by the Company.
SECTION 9. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (a) each of the Placement Agents has been retained solely to act as placement agent in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and either Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether either Placement Agent has advised or is advising the Company on other matters; (b) the Offering Price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arm’s-length negotiations with the Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement Agents and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that neither Placement Agent has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that each Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for its own benefit, and not on behalf of the Company, and that each Placement Agent may have interests that differ from those of the Company; and (e) the Placement Agents shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agents hereunder, all of which are hereby expressly waived. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agents arising from an alleged breach of fiduciary duty in connection with the Placement.
SECTION 10. LIMITATION OF LIABILITY. The Company agrees that the Placement Agents shall not have any liability to the Company for or in connection with the engagement of the Placement Agents pursuant to this Agreement, except for any losses, claims, damages, liabilities or expenses incurred by the Company that are finally judicially determined to have resulted from the gross negligence, willful misconduct or bad-faith breach of this Agreement by either Placement Agent. Notwithstanding the foregoing, the Placement Agents’ remedies under this Agreement shall be limited to actual, direct damages and shall exclude any consequential, indirect, special, punitive or exemplary damages.
SECTION 11. CLOSING. The obligations of the Placement Agents, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agents:
A. All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agents.
B. The Placement Agents shall have received a legal opinion from United States Counsel for the Company and a legal opinion of Canadian Counsel for the Company, each in a form reasonably acceptable to the Placement Agents, addressed to the Placement Agents and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents.
C. The Placement Agents shall have received customary certificates of the Company’s Chief Executive Officer or Chief Financial Officer in each case, in such capacity and not in their personal capacity, as to the accuracy of the representations and warranties contained in the Purchase Agreement, and a certificate of the Company’s secretary certifying that (i) the Company’s Notice of Articles and Articles are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (or any authorized committee thereof) relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company.
D. The Common Shares shall be registered under the Exchange Act and the Common Shares shall be listed and admitted and authorized for trading on the Nasdaq Capital Market under the symbol “DPRO” and the Canadian Securities Exchange under the symbol “DPRO,” and satisfactory evidence of such action shall have been provided to the Placement Agents. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Shares under the Exchange Act or delisting or suspending from trading the Common Shares from the Nasdaq Capital Market or the Canadian Securities Exchange, nor has the Company received any information suggesting that the SEC or such exchanges are contemplating terminating such registration or listing.
E. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect the business or operations of the Company.
F. The Company shall have entered into a Purchase Agreement with each of the Purchasers or the sole Purchaser (as the case may be) of the Placement Agent Securities and such agreements shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.
G. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement Agents’ reasonable judgment after consultation with the Company, there shall not have occurred any material adverse change or development involving a prospective material adverse change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectuses.
H. On or prior to the Closing Date, the Placement Agents shall have received executed lock-up agreements from each of the directors and executive officers of the Company, in form and substance reasonably satisfactory to the Placement Agents, which lock-up agreements shall remain in full force and effect on the Closing Date.
If any of the conditions specified in this Section 11 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agents hereunder may be cancelled by the Placement Agents at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
SECTION 12. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State, without regard to its conflict of laws principles. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the federal courts located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
SECTION 13. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. Notwithstanding anything herein to the contrary, the engagement letter dated August 12, 2026 (the “Engagement Letter”) between the Company and the Lead Placement Agent shall continue to be effective during its term and the terms therein shall continue to survive and be enforceable by the Lead Placement Agent, provided that, in the event of a conflict between the terms and conditions of this Agreement and the Engagement Letter, the terms and conditions of this Agreement shall control. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agents and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities for the applicable statute of limitations. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
SECTION 14. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if sent by an internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.
SECTION 15. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on their respective websites and to place advertisements in financial and other newspapers and journals, in each case at their own expense.
SECTION 16. PAYMENTS. All payments made or deemed to be made by the Company to the Placement Agents and their respective affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Payee”), if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income or similar taxes) imposed or levied by or on behalf of Canada, British Columbia, or any political subdivision or any taxing authority thereof or therein unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the receipt by the Payee of the amounts that would otherwise have been received had such deduction or withholding not been required. For the avoidance of doubt, all sums payable, paid or deemed payable under this Agreement shall be considered exclusive of value added tax, sales tax or other similar taxes which shall be borne by, paid, collected and remitted by the Company in accordance with applicable law.
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Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agents the enclosed copy of this Agreement.
Very truly yours,
| JETT CAPITAL ADVISORS, LLC | ||
| By: | /s/ Matthew Jurjevich | |
| Name: | Matthew Jurjevich | |
| Title: | Partner | |
| Address for notice: | ||
| 712 5th Avenue, Floor 11 | ||
| New York, NY 10019 | ||
| Attn: Matthew Jurjevich | ||
| Email: [***] |
| NORTHLAND SECURITIES, INC. | ||
| By: | /s/ David Levine | |
| Name: | David Levine | |
| Title: | Head of Investment Banking | |
| Address for notice: | ||
| 27 W Ridgewood Avenue | ||
| Ridgewood, NJ 07450 | ||
| Attn: David Levine | ||
| Email: [***] |
Accepted and agreed to as of the date first written above:
| DRAGANFLY INC. | ||
| By: | /s/ Cameron Chell | |
| Name: | Cameron Chell | |
| Title: | President and Chief Executive Officer | |
| Address for notice: | ||
| Draganfly Inc. | ||
| 235 103rd St. E. | ||
| Saskatoon, SK S7N 1Y8, Canada | ||
| Attention: Cameron Chell | ||
| President and Chief Executive Officer | ||
| Email: [***] |
[Signature Page to the Placement Agency Agreement]
EXHIBIT 99.3
PLACEMENT AGENT WARRANT
FOR THE PURCHASE OF 112,150 COMMON SHARES
OF
DRAGANFLY INC.
| Warrant Certificate Number: [*] | Issue Date: September 29, 2026 | |
| Number of Warrants: 112,150 | Expiration Date: September 29, 2029 |
1. Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Placement Agency Agreement by and between Draganfly Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), Jett Capital Advisors, LLC, and Northland Securities, Inc., dated September 28, 2026 (the “Placement Agency Agreement”), [*] or its assignee (the “Holder”), as the registered owner of this warrant (this “Placement Agent Warrant”), is entitled, at any time and from time to time from September 29, 2026, and at or before 5:00 p.m., Eastern Time, on September 29, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 112,150 common shares of the Company, no par value per share (“Common Shares”) (such Common Shares issuable hereunder, the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Placement Agent Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Placement Agent Warrant. This Placement Agent Warrant is initially exercisable at CAD$9.4595 per share (the Canadian dollar equivalent of USD$6.6875) (which is equal to one hundred and twenty-five percent (125%) of the Offering Price (as defined in the Placement Agency Agreement)) (the “Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Placement Agent Warrant, including the Exercise Price and the number of Common Shares to be received upon such exercise, shall be adjusted as therein specified. The Exercise Price shall also mean any adjusted exercise price resulting from the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Placement Agency Agreement.
2. Exercise.
2.1 Exercise Form. In order to exercise this Placement Agent Warrant, the exercise form attached hereto as Exhibit A must be duly executed and completed and delivered to the Company, together with this Placement Agent Warrant and payment of the Exercise Price for the Common Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check to the order of the Company. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on the Expiration Date, this Placement Agent Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
2.2 Mechanics of Exercise.
(i) Delivery of Shares Upon Exercise. The Company shall use its best efforts to cause the Shares purchased hereunder to be transmitted by the transfer agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Shares or resale of the Shares, and otherwise by delivery to the address specified by the Holder in the exercise form by the date that is one trading day after the latest of (A) the delivery to the Company of the exercise form, (B) surrender of this Placement Agent Warrant (if required) and (C) receipt by the Company of the aggregate Exercise Price as set forth above (such date, the “Share Delivery Date”). The Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Shares for all purposes, as of the date the Placement Agent Warrant has been exercised and payment to the Company of the aggregate Exercise Price has been received by the Company and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2(vi) prior to the issuance of such Shares have been paid.
(ii) Delivery of New Warrants Upon Exercise. If this Placement Agent Warrant shall have been exercised in part, the Company shall, at the written request of the Holder and upon surrender of this Placement Agent Warrant, at the time of delivery of the Shares, deliver to the Holder a new warrant evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Placement Agent Warrant, which new warrant shall in all other respects be identical with this Placement Agent Warrant.
(iii) Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Shares pursuant to Section 2.2(i) by the Share Delivery Date, unless such failure was not caused by the fault or negligence of the Company, then the Holder will have the right to rescind such exercise upon written notice to the Company within three (3) trading days after the Share Delivery Date.
(iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Placement Agent Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
(v) Charges, Taxes and Expenses. Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Shares, all of which taxes and expenses shall be paid by the Company, and such Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event Shares are to be issued in a name other than the name of the Holder, this Placement Agent Warrant when surrendered for exercise shall be accompanied by the assignment form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for processing of any exercise form to satisfy the required Share Delivery Date.
2.3 Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Placement Agent Warrant, and a Holder shall not have the right to exercise any portion of this Placement Agent Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable exercise form, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of Shares issuable upon exercise of this Placement Agent Warrant with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Placement Agent Warrant beneficially owned by the Holder or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Placement Agent Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Placement Agent Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an exercise form shall be deemed to be the Holder’s determination of whether this Placement Agent Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Placement Agent Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.3, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with or furnished to the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of the Holder, the Company shall within one trading day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Placement Agent Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by the Holder prior to the issuance of this Placement Agent Warrant, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Placement Agent Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Placement Agent Warrant held by the Holder and the provisions of this Section 2.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 2.3 shall apply to any successor holder of this Placement Agent Warrant.
3. Transfer.
3.1 General Restrictions. Pursuant to FINRA Rule 5110(e), the registered Holder of this Placement Agent Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Placement Agent Warrant or any of the Common Shares issued upon exercise hereof for a period ending on, and including, the date that is one hundred and eighty (180) days beginning on the date of commencement of sales of the Securities in the Placement (as defined in the Placement Agency Agreement) (the “Initial Transfer Date”), or (b) cause this Placement Agent Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Placement Agent Warrant or the securities hereunder, except for the transfer of any security as permitted by FINRA Rule 5110(e)(2). On and after the Initial Transfer Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with this Placement Agent Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) business days transfer this Placement Agent Warrant on the books of the Company and shall execute and deliver a new warrant or warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Common Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.
3.2 Restrictions Imposed by the Act. The securities evidenced by this Placement Agent Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by the Commission and compliance with applicable state securities law has been established.
4. Registration Rights.
4.1 Demand Registration.
4.1.1 Grant of Right. Unless all of the Registrable Securities (as defined below) are included in an effective registration statement with a current prospectus or a qualified offering statement with a current offering circular, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Shares (“Majority Holders”), agrees to register, on two occasions, all or any portion of the Common Shares underlying this Placement Agent Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the date of commencement of sales of the Securities.
4.1.2 Terms. The Company shall bear all fees and expenses attendant to the first Demand Registration Statement pursuant to Section 4.1.1, including any fees and expenses in connection with the issuance and delivery of legend-free Shares to the Holder. The Holder(s) shall bear all fees and expenses attendant to the second Demand Registration Statement pursuant to Section 4.1.1, including any fees and expenses in connection with the issuance and delivery of legend-free Shares to the Holder. The Company agrees to use commercially reasonable efforts to cause the filing of a Demand Registration Statement required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause: (i) the Company to be obligated to register or license to do business in such jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification or submit to general service of process in such jurisdiction, or (ii) the principal shareholders of the Company to be obligated to escrow their Common Shares of the Company. The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holder(s) shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder(s) that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder(s) shall be entitled to a Demand Registration Statement under this Section 4.1.2 on such two occasions and such demand registration right shall terminate on the fifth anniversary of the date of commencement of sales of the Securities in accordance with FINRA Rule 5110(g)(8)(C).
4.2 “Piggy-Back” Registration.
4.2.1 Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering statement with a current offering circular, the Holder shall have the right, for a period of three (3) years commencing on the date of commencement of sales of the Securities, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of ninety (90) days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all shareholders in such public offering shall be apportioned pro rata among all such selling shareholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling shareholders, including all holders of the Registrable Securities.
4.2.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, including any fees and expenses in connection with the issuance and delivery of legend-free Shares to the Holder. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holder(s) shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been registered under an effective registration statement. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Placement Agent Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2. Notwithstanding the provisions of this Section 4.2.2, such “piggy-back” registration rights shall terminate on the third anniversary of the date of commencement of sales of the Securities in accordance with FINRA Rule 5110(g)(8)(D).
5. New Placement Agent Warrants to be Issued.
5.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Placement Agent Warrant may be exercised or assigned in whole or in part. In the event of the exercise hereof in part only, the Holder shall deliver to the Company the duly executed exercise form and funds sufficient to pay any Exercise Price if exercised pursuant to Section 2.1 hereof, and in the event of the assignment hereof in part only, the Holder shall surrender this Placement Agent Warrant for cancellation, together with the duly executed assignment form and funds sufficient to pay any transfer tax. Partial exercises of this Placement Agent Warrant resulting in purchases of a portion of the total number of Common Shares available hereunder shall have the effect of lowering the outstanding number of Common Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. The Holder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Placement Agent Warrant to the Company until the Holder has purchased all of the Common Shares available hereunder and the Placement Agent Warrant has been exercised in full, in which case, the Holder shall surrender this Placement Agent Warrant to the Company for cancellation within three (3) trading days of the date on which the final exercise form is delivered to the Company.
5.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Placement Agent Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor and date. Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
6. Adjustments.
6.1 Adjustments to Exercise Price and Number of Common Shares. The Exercise Price and the number of Common Shares underlying this Placement Agent Warrant shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 Share Dividends; Split Ups. If, after the date hereof, the number of outstanding Common Shares is increased by a share dividend payable in Common Shares or by a split up of Common Shares or other similar event, then, on the effective date thereof, the number of Common Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Common Shares, and the Exercise Price shall be proportionately decreased.
6.1.2 Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 6.1.1 above, if at any time during which this Placement Agent Warrant is outstanding the Company grants, issues or sells any securities of the Company which by their terms are convertible into or exercisable for Common Shares (“Share Equivalents”) or other rights to purchase shares, warrants, other securities or other property, pro rata to all of the record holders of the Common Shares (the “Purchase Rights”), and not the Holder, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable upon complete exercise of this Placement Agent Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights. The provisions of this Section 6.1.2 will not apply to any grant, issuance or sale of Share Equivalents or other rights to purchase shares, warrants, other securities or other property of the Company which is not made pro rata to all of the record holders of Common Shares.
6.1.3 Aggregation of Common Shares. If, after the date hereof, the number of outstanding Common Shares is decreased by a consolidation, combination or reclassification of Common Shares or other similar event, then, on the effective date thereof, the number of Common Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.
6.1.4 Replacement of Common Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Shares other than a change covered by Section 6.1.1, Section 6.1.2 or Section 6.1.3 hereof or that solely affects the par value of such Common Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Placement Agent Warrant shall have the right thereafter (until the expiration of the right of exercise of this Placement Agent Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of Common Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Common Shares of the Company obtainable upon exercise of this Placement Agent Warrant immediately prior to such event; and if any reclassification also results in a change in Common Shares covered by Section 6.1.1, Section 6.1.2 or Section 6.1.3, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2, Section 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.5 Fundamental Transaction. If, at any time while this Placement Agent Warrant is outstanding, the Company enters into the following transactions with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other person or other persons making or party to, or associated or affiliated with, the other persons making or party to such stock or share purchase agreement or other business combination): (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another person or group of persons (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Placement Agent Warrant, the Holder shall have the right to receive, for each Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative consideration (the “Alternative Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Placement Agent Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternative Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives upon any exercise of this Placement Agent Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Placement Agent Warrant, and to deliver to the Holder in exchange for this Placement Agent Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Placement Agent Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Placement Agent Warrant immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction, the value of such shares of capital stock, the number of shares of such capital stock and the exercise price for such shares of capital stock for the purpose of protecting the economic value of this Placement Agent Warrant immediately prior to the consummation of such Fundamental Transaction). Furthermore, the foregoing adjustment of Exercise Price in consideration of the Alternative Consideration should be completed prior to the issuance of and reflected in the security of the Successor Entity issued in exchange for this Placement Agent Warrant. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Placement Agent Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and shall assume all of the obligations of the Company, under this Placement Agent Warrant with the same effect as if such Successor Entity had been named as the Company herein.
6.1.6 Changes in Form of Placement Agent Warrant. This form of Placement Agent Warrant need not be changed because of any change pursuant to this Section 6.1, and any warrants issued after such change, in exchange or replacement of this Placement Agent Warrant may state the same Exercise Price and the same number of Common Shares as are stated in the Placement Agent Warrant initially issued pursuant to this Placement Agent Warrant. The acceptance by any Holder of the issuance of a new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.
6.2 Substitute Placement Agent Warrant. Except as otherwise provided in Section 6.1.6, in case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Common Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental warrant providing that the holder of this Placement Agent Warrant shall have the right thereafter (until the stated expiration of this Placement Agent Warrant) to receive, upon exercise of such supplemental warrant, the kind and amount of Common Shares and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Common Shares of the Company for which this Placement Agent Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental warrant shall provide for adjustments which shall be substantially the same to the adjustments provided for in this Section 6. The above provisions of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.
6.3 Notice to Holder.
6.3.1 Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6, the Company shall promptly provide the Holder with a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Common Shares and setting forth a brief statement of the facts requiring such adjustment.
6.3.2 Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company shall authorize the granting to all holders of the Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall provide the Holder with, at least ten (10) days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Shares of record shall be entitled to exchange their Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein or in the provision thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Placement Agent Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. Notwithstanding the foregoing, no notice need be given to the Holder if the Company makes a public announcement of the applicable event via nationally distributed press release or via a publicly available and legally compliant filing with the Commission.
7. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issuance upon exercise of this Placement Agent Warrant, such number of Common Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Placement Agent Warrant and payment of the Exercise Price therefor in accordance with the terms hereof, all Common Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Placement Agent Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Common Shares issuable upon exercise of this Placement Agent Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on which the Common Shares are then listed and/or quoted (if at all).
8. Certain Notice Requirements.
8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of this Placement Agent Warrant and the exercise thereof, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, if not otherwise available on EDGAR or SEDAR+, the Company shall deliver to the Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.
8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Common Shares, any additional shares of the Company or securities convertible into or exchangeable for shares of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.
8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Executive Officer and Chief Financial Officer.
8.4 Transmittal of Notices. All notices, requests, consents and other communications under this Placement Agent Warrant shall be in writing and shall be deemed to have been duly made if made in accordance with the notice provisions of the Placement Agency Agreement to the addresses and contact information set forth below:
If to the Holder, then to:
[♦]
With a copy to:
Bevilacqua PLLC
800 Connecticut Ave NW, Suite 300
Washington, DC 20006
Attn: Louis A. Bevilacqua, Esq.
Email: [***]
If to the Company:
Draganfly Inc.
235 103rd St. E.
Saskatoon, SK S7N 1Y8, Canada
Attn: Cameron Chell, Chief Executive Officer
Email: [***]
With a copy (which shall not constitute notice) to:
DLA Piper (Canada) LLP
Suite 2700
1133 Melville Street
Vancouver, BC V6E 4E5
Attn: Denis Silva
Email: [***]
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, New Jersey 08830
Attn: Joseph Lucosky, Esq.
Email: [***]
9. Miscellaneous.
9.1 Amendments. The Company and the Holder may from time to time supplement or amend this Placement Agent Warrant in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Holder may deem necessary or desirable and that the Company and the Holder deem shall not adversely affect the interest of the Holder. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.
9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Placement Agent Warrant.
9.3 Entire Agreement. This Placement Agent Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Placement Agent Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding Effect. This Placement Agent Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Placement Agent Warrant or any provisions herein contained.
9.5 Governing Law; Submission to Jurisdiction; Trial by Jury. This Placement Agent Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Placement Agent Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Placement Agent Warrant or the transactions contemplated hereby.
9.6 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Placement Agent Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Placement Agent Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Placement Agent Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Placement Agent Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.7 Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Placement Agent Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Placement Agent Warrant be construed to confer upon the Holder, solely in its capacity as a holder of this Placement Agent Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Common Shares which it is then entitled to receive upon the due exercise of this Placement Agent Warrant. In addition, nothing contained in this Placement Agent Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Placement Agent Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
9.8 Restrictions. The Holder acknowledges that the Shares acquired upon the exercise of this Placement Agent Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
9.9 Severability. Wherever possible, each provision of this Placement Agent Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Placement Agent Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Placement Agent Warrant.
9.10 Execution in Counterparts. This Placement Agent Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Placement Agent Warrant to be signed by its duly authorized officer as of September 29, 2026.
| DRAGANFLY INC. | ||
| By: | /s/ Cameron Chell | |
| Name: | Cameron Chell | |
| Title: | Chief Executive Officer | |
EXHIBIT A
Exercise Form
Form to be used to exercise Placement Agent Warrant:
Date: __________, 202_
The undersigned hereby elects irrevocably to exercise the Placement Agent Warrant for ______ Common Shares of Draganfly Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), and hereby makes payment of CAD$____ (at the rate of CAD$____ per share) in payment of the Exercise Price pursuant thereto. Please issue the Common Shares as to which this Placement Agent Warrant is exercised in accordance with the instructions given below and, if applicable, a new Placement Agent Warrant representing the number of Common Shares for which this Placement Agent Warrant has not been exercised.
Please issue the Common Shares as to which this Placement Agent Warrant is exercised in accordance with the instructions given below and, if applicable, a new Placement Agent Warrant representing the number of Common Shares for which this Placement Agent Warrant has not been converted.
Signature:
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name:
(Print in Block Letters)
Address:
EXHIBIT B
Assignment Form
Form to be used to assign Placement Agent Warrant:
(To be executed by the registered Holder to effect a transfer of the within Placement Agent Warrant):
FOR VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase Common Shares of Draganfly Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), evidenced by the Placement Agent Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated: , 202
Holder’s Signature: _____________________________
Holder’s Address: _____________________________
Signature Guaranteed: ___________________________________________
NOTICE: The signature to this form must correspond with the name as written upon the face of the within Placement Agent Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Placement Agent Warrant.