Draganfly Investments : 24.06.16 – Circular

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the

r.ction you should take you should seek your own personal financial advice from your stockbroker, solicitor, accountant or other iildependent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares please forward this document and the accompanying Form of Proxy at once to t'ie purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred only some of your Ordinary Shares you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. Subject to, inter alia, the passing of the Resolutions at the General Meeting, It is expected that admission of the Subscription Shares to AIM will become effective and dealings in the Subscription Shares will commence on AIM on or around 15 July 2016.

DRAGANFLY INVESTMENTS LIMITED

(Incorporated and registered under the Companies Law with registered number 89889)

PROPOSED SUBSCRIPTION OF up to 35,000,000 NEW ORDINARY SHARES AT 0.8 PENCE PER SHARE NOTICE OF GENERAL MEETING

Northland Capital Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Nominated Adviser to the Company and no one else and will not be responsible to any person other than the Company under the Financial Services and Markets Act 2000, the rules of the Financial Services Authority or otherwise for providing the protections afforded to its client. or for advising any other person in relation to the contents of this document, the Proposals or any matter, transaction or arrangement referred to in this document. Northland Capital Partners Limited is not making any representation or warranty, express or implied, as to the contents of this document.

This document does not constitute or form part of any ofter or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities. This document provides you with information about the Subscription but does not invite you to participate in it.

This document should be read as a whole. Your attention is drawn to the letter from the Chairma n of the Company which is set out on pages 7 to 8 of this document and in which the Board recommends that Shareholders vote in favour of the Resolutions.

Notice of the General Meeting to be held at 26 Esplanade, St. Helier, Jersey JE4 8PS at 10.00 a.m. on 14 July 2016 is set out on page 9 of this document. The Form or Proxy for use at the General Meeting forms part of this document and should be returned, together with the power of attorney or other authority (if any) under which the Form of Proxy is signed or a certified copy of such power or authority, to the rcgistered office of the Company by hand or by post, or by fax to +44 (0) 1534 787879 (in each case marked for the attention of the Company Secretary) so as to be received not less than 48 hours before the time fixed for the holding of the meeting or any adjournment faereof (as the case may be). Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.

Copies of this document will be available, free of charge, for a period of one month from the date of this document, at the Company's registered office during normal business hours (Saturdays, Sundays and public holidays excepted) and at the Company's website, www.draganflyinvestments.com .

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this docwnent and/or the accompanying Form of Proxy comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of tl1e securities law of any suchjurisdiction.

TABLE OF CONTENTS Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3

DIRECTORS, SECRETARY AND ADVISORS 4

DEFINITIONS 5

LETTER FROM THE EXECUTIVE CHAIRMAN 7

NOTICE OF GENERAL MEETING 10

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publishing of circular 24 June 2016

Latest time and date for receipt of Forms of Proxy General Meeting

Completion of the Subscription

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10.00 a.m. 13 July 2016

10.00 a.m. 14 July 2016

14 July 2016

DIRECTORS, SECRETARY AND ADVISORS

Directors Edward Bayman (Executive Chairman) Dennis Vernon Edmonds (Director) Jamie Hamilton (Executive Director) Lee De Ste Croix (Executive Director)

Registered Office P.O. Box 79, 26 Esplanade, St. Relier, Jersey JE4 8PS

Company Secretary Liburna Secretaries Limited

P.O. Box 79, 26 Esplanade, St. Belier, Jersey JE4 8PS

Nominated Adviser Northland Capital Partners Ltd 60 Gresham Street

London EC2V 7BB

Brokers Beaufort Securities Ltd, 131 Finsbury Pavement, London, EC2A 1NT

Auditors RSM UK Audit Plc

Portland, 25 High Street, Crawley, West Sussex

RHIO IBG

Solicitors to the Company MJ Hudson Limited

8 Old Jewry, London EC2R 8DN

Registrar Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY

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