DEFSEC Technologies Inc.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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Jun 30, 2026 · Filed Aug 12, 2026
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Contents
EX-99.2 · FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
Certain statements in this document constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian and United States securities laws (together, "forward-looking statements"). Such forward-looking statements include, but are not limited to, information with respect to our objectives and our strategies to achieve these objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. These forward-looking statements may be identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking statements contain these terms and phrases. Forward-looking statements are provided for the purposes of assisting the reader in understanding us, our business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.
Forward-looking statements relating to us include, among other things, statements relating to:
our expectations regarding our business, financial condition and results of operations;
the future state of the legislative and regulatory regimes, both domestic and foreign, in which we conduct business and/or may conduct business in the future;
our expansion into domestic and international markets;
our ability to attract customers and clients;
our relationships with suppliers and the terms of our arrangements with them;
our marketing and business plans and short-term objectives;
our ability to obtain and retain the licenses and personnel we require to undertake our business;
our ability to deliver under contracts with customers;
anticipated revenue and related margin from professional service contracts with customers and related growth rates;
our strategic or other important relationships with third parties;
our anticipated trends and challenges in the markets in which we operate;
governance of us as a public company;
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DEFSEC TECHNOLOGIES INC.MANAGEMENT’S DISCUSSION AND ANALYSISTHREE AND NINE MONTHS ENDED JUNE 30, 2026
expectations regarding future developments of products and our ability to bring these products to market; and
achievement of milestones for various product development initiatives.
Forward-looking statements are based upon a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following risk factors, some of which are discussed in greater detail under the section "Risk Factors" in our 20-F dated December 29, 2025:
limited operating history;
failure to realize our growth strategy;
failure to complete transactions or realize anticipated benefits;
reliance on key personnel;
regulatory compliance;
competition;
changes in policy, laws, regulations, practices and guidelines;
demand for our products and services;
fluctuating prices of raw materials, and third party-labour rates;
pricing for products and services;
ability to supply sufficient product and services;
potential cancellation or loss of customer contracts if we are unable to meet contract performance requirements;
potential cancellation or loss of customer contracts due to changes in customer requirements or other reasons;
expansion to other jurisdictions;
cost and complexity of sales or operations due to expansion to international markets;
cost of redesign and retooling as a result of regulatory requirements or change;
damage to our reputation;
operating risk and insurance coverage;
negative operating cash flows;
management of growth and change;
product liability or contractual liability to third parties including contingent liability;
product recalls and warranty claims;
environmental policy, regulations, compliance and related risks;
ownership, use, protection and enforcement of intellectual property rights;
shutdown or impairment of access to United States' government deployed geospatial software suite for real-time situational awareness (the Team Awareness Kit, or "TAK") impairing deployment and operation of certain of our products and services;
constraints on marketing products and services;
reliance on management and key personnel;
fraudulent or illegal activity by our employees, suppliers, contractors and/or consultants;
breaches of security at our facilities or in respect of electronic documents and data storage and risks related to breaches of applicable security and privacy laws;
government regulations regarding public or employee health and safety regulations, including public health measures in the event of pandemics or epidemics;
safety and security of personnel working within our facilities or at third party sites;
regulatory or agency proceedings, investigations and/or audits;
additional capital requirements to support our operations and growth plans, leading to further dilution to shareholders;
the terms and timing of additional capital raises;
conflicts of interest;
litigation and disputes;
risks relating to Canadian policy impacting our operations, business or prospects;
risks related to United States' policy and other international activities, including regional conflicts that may impact our operations;
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DEFSEC TECHNOLOGIES INC.MANAGEMENT’S DISCUSSION AND ANALYSISTHREE AND NINE MONTHS ENDED JUNE 30, 2026
risks related to security clearances and controlled goods registrations and compliance;
risks relating to the ownership, trading or transfer of our securities, such as potential extreme volatility in the price of, or market for, our securities;
risks related to our U.S. foreign private issuer status;
risks related to our emerging growth company status;
risks related to meeting the continued listing requirements of the Nasdaq Capital Market ("Nasdaq") and the TSX Venture Exchange ("TSXV");
risks relating to new or revised Securities and Exchange Commission rules that negatively impact our Nasdaq listing or stock price. A rule change could affect our ability to satisfy the continued listing requirements of the Nasdaq and remain listed, which could negatively impact both the Company's share price and the Company's ability to continue to raise capital needed to sustain operations;
risks related to the liquidity of the Common Shares of the Company (the "Common Shares");
significant changes or developments in Canadian or United States trade policies and tariffs that may have a material adverse effect on our business and financial statements;
risks related to Canadian and United States tariffs and trade agreements, including potential supply chain disruptions, required operational adjustments, increased complexity and costs and potential logistical disruptions;
risks related specifically to United States tariffs on aluminum and steel;
risks relating to prolonged United States' government shutdowns; and
risks related to retaliatory tariffs imposed by Canada's government affecting potential foreign sales.
Although the forward-looking statements contained herein are based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking statements. Certain assumptions were made in preparing the forward-looking statements concerning availability of capital resources, business performance, market and regulatory conditions, supplies' availability and customer demand.
Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and we do not undertake to update or amend such forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
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