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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: ____________________________________

For the transition period from _________________ to __________________

Commission File No.: 001-39557

SIYATA MOBILE INC.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

British Columbia, Canada

(Jurisdiction of incorporation or organization)

7404 King George Blvd., Suite 200, King’s Cross Surrey,

British Columbia V3W 1N6, Canada

514-500-1181

(Address of principal executive offices)

Marc Seelenfreund

(514) 500-1181

marc@siyata.net

7404 King George Blvd., Suite 200, King’s Cross Surrey,

British Columbia V3W 1N6

Canada

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Shares, no par value per common share |  | SYTA |  | Nasdaq Capital Market
Common Share Purchase Warrants, no par value per common share |  | SYTAW |  | Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

787,733 common shares, no par value per common share, as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer | ☒
|  | Emerging growth company | ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

TABLE OF CONTENTS

|  | Page
NOTE ON PRESENTATION | ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii
PART I
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1
ITEM 3. | KEY INFORMATION | 1
A. | [Reserved.] | 1
B. | Capitalization and Indebtedness | 1
C. | Reasons for the Offer and Use of Proceeds | 1
D. | Risk Factors | 1
ITEM 4. | INFORMATION ON THE COMPANY | 63
A. | History and Development of the Company | 63
B. | Business Overview | 65
C. | Organizational Structure | 76
D. | Property, Plants and Equipment | 79
ITEM 4A. | UNRESOLVED STAFF COMMENTS | 77
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 77
A. | Operating Results | 77
B. | Liquidity and Capital Resources | 86
C. | Research and development, patents and licenses, etc. | 93
D. | Trend information. | 95
E. | Critical Accounting Estimates | 95
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 98
A. | Directors and Senior Management | 98
B. | Compensation | 100
C. | Board Practices | 104
D. | Employees | 107
E. | Share Ownership | 107
F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. | 107
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 108
A. | Major Shareholders | 108
B. | Related Party Transactions | 109
C. | Interests of Experts and Counsel | 109
ITEM 8. | FINANCIAL INFORMATION | 109
A. | Consolidated Statements and Other Financial Information | 109
B. | Significant Changes | 110
ITEM 9. | THE OFFER AND LISTING | 110
A. | Offer and Listing Details | 110
B. | Plan of Distribution | 110
C. | Markets | 110
D. | Selling Shareholders | 110
E. | Dilution | 110
F. | Expenses of the Issue | 110
ITEM 10. | ADDITIONAL INFORMATION | 110
A. | Share Capital | 110
B. | Articles | 110
C. | Material Contracts | 110
D. | Exchange Controls | 110
E. | Taxation | 111
F. | Dividends and Paying Agents | 119
G. | Statement by Experts | 119
H. | Documents on Display | 119
I. | Subsidiary Information | 119
J. | Annual Report to Security Holders | 119
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 120
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 120
A. | Debt Securities | 120
B. | Warrants and Rights | 120
C. | Other Securities | 121
D. | American Depositary Shares | 121
|  | 121
PART II
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 121
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 121
ITEM 15. | CONTROLS AND PROCEDURES | 121
ITEM 16 | [RESERVED]. | 122
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 123
ITEM 16B. | CODE OF ETHICS | 123
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 123
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 123
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 123
ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 123
ITEM 16G. | CORPORATE GOVERNANCE | 124
ITEM 16H. | MINE SAFETY DISCLOSURE | 124
ITEM 16I | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 124
ITEM 16J | INSIDER TRADING POLICIES | 124
ITEM 16K | CYBERSECURITY | 124
PART III
ITEM 17. | FINANCIAL STATEMENTS | 126
ITEM 18. | FINANCIAL STATEMENTS | 126
ITEM 19. | EXHIBITS | 126
SIGNATURES | 129

i

CERTAIN DEFINED TERMS

Unless otherwise indicated, all references to “Siyata,” the “Company,” “we,” “our,” “us” or similar terms refer to Siyata Mobile Inc. and its subsidiaries.

NOTE ON PRESENTATION

Our audited consolidated financial statements for the year ended December 31, 2024, included elsewhere in this annual report on Form 20-F, or the Annual Report, are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and none of the financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”).

On September 24, 2020, we effected a reverse share split of our issued and outstanding Common Shares on the basis of one (1) Common Share for one hundred and forty-five (145) Common Shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split.

On August 9, 2023, we effected a reverse share split of our issued and outstanding Common Shares on the basis of one (1) Common Share for one hundred (100) Common Shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split.

On December 4, 2023, we effected a reverse share split of our issued and outstanding Common Shares on the basis of one (1) Common Share for seven (7) Common Shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split.

On August 2, 2024, we effected a reverse share split of our issued and outstanding Common Shares on the basis of one (1) Common Share for eighteen (18) Common Shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split.

On December 27, 2024, we effected a reverse share split of our issued and outstanding Common Shares on the basis of one (1) Common Share for ten (10) Common Shares, or the Reverse Split. Unless otherwise indicated, the share and per share information in this Annual Report, reflects the Reverse Split

References to “U.S. dollars” and “US$” are to currency of the United States of America, references to “CAD$” are to the currency of Canada, also known as the Canadian dollar and references to “NIS” are to the New Israeli Shekel, the currency of Israel. All financial information presented in this Annual Report is in U.S. dollars unless otherwise expressly stated.

Certain monetary amounts, percentages, and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In addition, the section of this annual report on Form 20-F entitled “Item 4. Information on the Company” contains information obtained from independent industry sources and other sources that we have not independently verified.

EMERGING GROWTH COMPANY STATUS

We qualify as an “emerging growth company,” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or JOBS Act, and we may take advantage of certain exemptions, including exemptions from various reporting requirements that are otherwise applicable to public traded entities that do not qualify as emerging growth companies. These exemptions include:

| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and

| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

ii

We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate worldwide market value of our common shares, including common shares represented by warrants, held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.

TRADEMARKS

All trademarks or trade names referred to in this Annual Report on Form 20-F are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Annual Report on Form 20-F are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains “forward-looking statements,” which includes information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

| ● | the size and growth potential of the markets for our products, and our ability to serve those markets;
| ● | global economic conditions, foreign exchange rate fluctuations, international trade activity, import/export tariffs and high inflation, as well as local economic conditions in the markets we serve, which can be impacted by geopolitical developments outside of our principal geographic markets;
| ● | the rate and degree of market acceptance of our products;
| ● | our ability to expand our sales organization to address effectively existing and new markets that we intend to target;
| ● | impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries;
| ● | our ability to compete effectively in a competitive industry;
| ● | our ability to obtain funding for our operations and effectively utilize the capital raised therefrom;
| ● | our ability to attract collaborators and strategic partnerships;
| ● | our ability to meet the continued listing requirements and standards of the Nasdaq Capital Market, or Nasdaq;
| ● | our ability to meet our financial operating objectives;

iii

| ● | the availability of, and our ability to attract, qualified employees for our business operations;
| ● | general business and economic conditions;
| ● | our ability to meet our financial obligations as they become due;
| ● | positive cash flows and financial viability of our operations and any new business opportunities;
| ● | our ability to secure intellectual property rights over our proprietary products or enter into license agreements to secure the legal use of certain patents and intellectual property;
| ● | our ability to be successful in new markets;
| ● | our ability to avoid infringement of intellectual property rights; and
| ● | the effects of the global COVID-19 pandemic and the war in Ukraine.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Item 3. Key Information – D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” for additional factors that could adversely impact our business and financial performance.

Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all the risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Annual Report are based on information available to us on the date of this Annual Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Annual Report.

Readers are urged to carefully review and consider the various disclosures made throughout this Annual Report which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Annual Report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

MARKET, INDUSTRY AND OTHER DATA

Market data and certain industry data and forecasts used throughout this Annual Report on Form 20-F were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies, and industry publications and surveys. We have relied on certain data from third party sources, including industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. While we are not aware of any misstatements regarding the industry data presented in this Annual Report on Form 20-F, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and elsewhere in this Annual Report on Form 20-F.

Statements made in this Annual Report on Form 20-F concerning the contents of any agreement, contract or other document are summaries of such agreements, contracts or documents and are not a complete description of all of their terms. If we filed any of these agreements, contracts or documents as exhibits to this Report or to any previous filing with the Securities and Exchange Commission, or SEC, you may read the document itself for a complete understanding of its terms.

iv

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. | [Reserved]

B. | Capitalization and Indebtedness

Not applicable.

C. | Reasons for the Offer and Use of Proceeds

Not applicable.

D. | Risk Factors

You should carefully consider the risks described below, together with all of the other information in this Annual Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer and the price of our Common Shares and warrants to purchase Common Shares, or the Warrants, could decline.

Summary of Risk Factors

Risks Related to Our Financial Condition and Capital Requirements

| ● | We have a history of operating losses and we may never achieve or maintain profitability.
| ● | Our consolidated audited financial statements for the fiscal year ended December 31, 2024 and December 31, 2023, both include a “going concern” explanatory paragraph expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months.
| ● | In 2024, 2023, and 2022 our independent registered public accountants identified material weaknesses in our internal controls over financial reporting which have been partially remediated.

Risks Related to Our Business and Industry

| ● | We rely on our channel partners to generate a substantial majority of our revenues.
| ● | We participate in a competitive industry, which may become more competitive.
| ● | Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation, which would adversely impact our business.
| ● | We may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances.
| ● | The markets for our devices and related accessories may not develop as quickly as we expect, or may not develop at all. Our dependence on our cellular carrier channel partners and their success in promoting Push to Talk over Cellular to their client base is key for the success of the business.
| ● | If we are unable to sell our solutions into new markets, our revenues may not grow.

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| ● | If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted.
| ● | A security breach or other significant disruption of our information technology (“IT”) systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results.
| ● | We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.

Risks Related to our Reliance on Third Parties

| ● | As we work with multiple vendors for our components, if we fail to adequately forecast demand for our inventory and supply needs, we could incur additional costs or experience manufacturing delays, which could reduce our gross margin or cause us to delay or even lose sales.
| ● | Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales.
| ● | Changes in the availability of federal funding to support local public safety or other public sector efforts could impact our opportunities with public sector end customers.
| ● | We are exposed to risks associated with strategic acquisitions and investments.
| ● | We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.

Risks Related to the Pending Merger with Core Gaming Inc. (“Core Gaming”)

| ● | The consummation of the Merger is subject to the closing conditions contained in the Merger Agreement and the Merger could be delayed or may never occur.
| ● | Siyata Mobile and Core Gaming will incur significant transaction and transition costs in connection with the Merger.
| ● | After the Merger, Siyata Mobile may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price.
| ● | Due to potential fluctuations in the market value of Siyata Mobile Common Shares Core Gaming Shareholders cannot be sure of the market value of the consideration that they will receive in the Merger.
| ● | If the Merger is not completed by December 31, 2025, either Siyata Mobile or Core Gaming may have the right to terminate the Merger Agreement.
| ● | The Merger Agreement contains restrictions on the ability of Siyata Mobile to pursue alternatives to the Merger.
| ● | It is unlikely that Siyata Mobile Shareholders will be afforded any opportunity to evaluate or approve the Merger.
| ● | Siyata Mobile may experience difficulties in integrating the operations of Core Gaming into its current business and in realizing the expected benefits of the Merger.
| ● | Siyata Mobile could face a variety of risks as it expands into Core Gaming’s new businesses and/or makes certain investments or acquisitions.

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| ● | If we complete an enter into the Merger, it may disrupt or have a negative impact on Siyata Mobile’s current business.
| ● | Termination of the Merger Agreement could negatively impact Siyata Mobile and Core Gaming.
| ● | If the Merger is consummated, Siyata Mobile Shareholders will experience immediate and material dilution.
| ● | Siyata Mobile’s ability to be successful following the Merger will depend upon the efforts of Core Gaming’s officers and the loss of such persons could negatively impact the operations and profitability of the post-Merger business.
| ● | If Siyata Mobile is a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of Siyata Mobile Common Shares could be subject to adverse United States federal income tax consequences.

Risks Related to Government Regulation

| ● | We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations.
| ● | Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business.
| ● | We are subject to a wide range of privacy and data security laws, regulations and other legal obligations.

Risks Related to Our Intellectual Property

| ● | If we are unable to successfully protect our intellectual property, our competitive position may be harmed.
| ● | Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products.
| ● | Our use of open source software could subject us to possible litigation or otherwise impair the development of our products.
| ● | Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial condition and results of operations.

Risks Related to our Locations in Israel and Canada and Our International Operations

| ● | Conditions in Israel could materially and adversely affect our business.
| ● | It may be difficult to enforce a U.S. judgment against us, our officers and directors named herein in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.
| ● | We have operations in China, which exposes us to risks inherent in doing business there.
| ● | The impact of potential changes in customs, tariffs, and trade policies in the United States and the potential corresponding actions by other countries, in which we do business could adversely impact our financial performance.
| ● | Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.

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Risks Related to Ownership of Our Securities

| ● | The exercise by the Company of future put notices under the Company’s equity line of credit or future sales of our Common Shares may further dilute the Common Shares and adversely impact the price of our Common Shares.
| ● | Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
| ● | We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
| ● | The exercise of the outstanding warrants may further dilute the Common Shares and adversely impact the price of our Common Shares.
| ● | The conversion of any outstanding Class ‘C’ preferred shares may further dilute the Common Shares and adversely impact the price of our Common Shares.

Risks Related to Core’ Gaming, its Business and its Industry

| ● | Core Gaming has a limited operating history, especially with respect to its Core Gaming apps, which makes it difficult to evaluate its current business and future performance and the risks it/we may encounter.
| ● | Security breaches, improper access to or disclosure of its data or user data, other hacking and phishing attacks on its systems, or other cyber incidents could harm its reputation and adversely affect its business.
| ● | Its business depends in part on its ability to maintain and scale its apps, and any significant disruption to its technologies or apps could damage its reputation, result in a potential loss of engagement, and adversely affect its business, financial condition, and results of operations.
| ● | If Core Gaming is unable to launch new apps and successfully monetize them, or continue to improve the experience and monetization of its existing apps, its business, financial condition, and results of operations could be adversely affected.
| ● | Core Gaming has entered into strategic partnerships with mobile gaming developers, and a failure to maintain such relationships may harm its ability to launch new apps as well as its brand and reputation.
| ● | Core Gaming’s international operations are subject to increased challenges and risks.
| ● | Core Gaming generally does not have long-term agreements with its clients.

Risks Related to Core Gaming’s Legal and Regulatory Matters

| ● | The development and use of AI in its business, combined with an uncertain regulatory environment, may adversely affect its business, reputation, financial condition or results of operations.
| ● | Core Gaming is subject to governmental export controls and economic sanctions laws that could impair its ability to compete in global markets or subject it to liability if it violates the controls.
| ● | Core Gaming may require additional capital to meet its financial obligations and support business growth, and this capital may not be available on acceptable terms or at all.
| ● | Core Gaming may have exposure to greater than anticipated tax liabilities.
| ● | If Core Gaming is found liable for content that is distributed through or advertising that is served through its apps, its business could be adversely affected.

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Risks Related to Core Gaming’s Intellectual Property

| ● | Core Gaming is, and may in the future be, subject to intellectual property disputes, which are costly to defend and could require it to pay significant damages and could limit its ability to use certain technologies in the future.
| ● | Core Gaming’s ability to acquire and maintain licenses to intellectual property may affect its business, financial condition, and results of operations. Competition for these licenses may make them more expensive and increase its costs.

Risks Related to Our Financial Position and Capital Requirements

We have a history of operating losses and we may never achieve or maintain profitability.

We have a limited operating history and a history of losses from operations. As of December 31, 2024, we had an accumulated deficit of $116,021,171. Our existing cash and cash equivalents will be insufficient to fully fund our business plan. Our ability to achieve profitability will depend on whether we can obtain additional capital when we need it, complete the development of our technology, obtain required regulatory approvals and continue to develop arrangements with channel partners. There can be no assurance that we will ever achieve profitability.

Our independent registered public accounting firm, in its report on our financial statements for the year ended December 31, 2024, concurs with management representation that raises substantial doubt about our ability to continue as a going concern.

We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, in addition to the revenues we generate from our business, we may need to engage in additional equity or debt financing to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Common Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results and financial condition.

Our independent registered public accountants have noted that we may not survive as a going concern.

Our independent registered public accountants have included a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 203, concurring with management representation of expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us.

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Our independent registered public accountants have identified material weaknesses in our internal controls over financial reporting in 2024, 2023, and 2022. If we are unable to remediate these material weaknesses, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2024, 2023, and 2022, our independent registered public accountants identified several material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In 2024, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting.

In 2023, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to our revenue recognition practices where we do not sufficiently determine for specific transactions the correct timing in which the revenue should be recorded after title transfer terms were met. The second material weakness related to insufficient documentation of inventory controls relating to our inventory balances, transfer between sites and off-site inventory tracking is limited. The third material weakness related to internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.

For the material weaknesses identified in our 2023 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:

| ● | With respect to the revenue recognition weakness, management has implemented a process that will scrutinize the delivery date for each sale that occurs to ensure that the revenue recognition for each period is calculated properly. This will ensure proper matching of revenues in the period incurred.
| ● | With respect to the inventory transfers, management has implemented manual processes as a back up to ensure all inventory transfers are recorded properly so that the inventory valuation is correct.

With respect to the research and development process, our research and development team will be required to approve all invoices from the research and development subcontractor and ensure they fall within the budget and to ensure that new contracts and agreements are made to extend and expand the previous contract once total payments reached the sum in the agreement to ensure the amounts capitalized are not in excess of the original budget with its discounted cash flows. Once the research and development team has approved the invoice based on the above criteria, the Company’s Chief Executive Officer will review the documentation and, once approved, will forward the documentation to the Company’s Chief Financial Officer in Canada for wire initiation.

In 2022, our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting. The first material weakness related to our revenue recognition practices where we do not sufficiently review (i) product returns in relation to product sales and (ii) for title transfer terms to determine when revenue should be recorded. The second material weakness related to insufficient documentation of inventory controls relating to our inventory balances, advances to suppliers, and off-site inventory tracking is limited. The third material weakness related to internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.

For the material weaknesses identified in our 2022 audit, we have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as detailed below:

| ● | With respect to the revenue recognition practices, management will consistently apply of IFRS15 with respect to the five criterion for revenue recognition, In addition, management will institute peer review of North American sales by the Israeli subsidiary’s chief financial officer and peer review by Company’s Chief Financial Officer of Israeli sales recognition policy on a quarterly basis and engage in dialogue on new customers to ensure the revenue recognition policy and the customer contracts are consistently applied.

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| ● | With respect to the inventory control weaknesses, management will institute the following remediation procedures:
| ● | Monthly comparison of inventory first and last cost in USD$ between periods to note any changes and to investigate the reason for these discrepancies to provide a more accurate quantum of write downs and consistent costing.
| ● | The implementation of an IT system to track the inventory movements in North America.
| ● | Monthly comparison of inventory units between periods to note any changes and to investigate the reason for any inconsistencies.
| ● | Obtain confirmation of goods in transit with external vendors and consignment customers on a more timely basis.
| ● | With respect to the development cost weaknesses, the research and development team will be required to approve all invoices from the R&D sub-contractor and ensure they fall within the budget to ensure the amounts capitalized are not in excess of the original budget with its discounted cash flows. Once the R&D team has approved the invoice based on the above criteria, the Company’s Chief Executive Officer will review the documentation and once approved, will forward said documentation to the Company’s Chief Financial Officer in Canada for wire initiation.

To date, we have only partially remediated the material weaknesses identified in 2022. We cannot be certain that other material weaknesses and control deficiencies will not be discovered in the future. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Common Shares to decline.

We began to take steps to remediate these material weaknesses and strengthen our internal control over financial reporting, including the following:

| (i) | documenting and formally assessing our accounting and financial reporting policies and procedures; and
| (ii) | increasing the use of third-party consultants in assessing significant accounting transactions and other technical accounting and financial reporting issues, preparing accounting memoranda addressing these issues and maintaining these memoranda in our corporate records.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis.

Risks Related to Our Business and Industry

We rely on our channel partners to generate a substantial majority of our revenues. If these channel partners fail to perform or if we cannot enter into agreements with channel partners on favorable terms, our operating results could be significantly harmed.

Over 60% of our revenues for both the years ended December 31, 2024 and 2023 were generated through sales by our channel partners, which are primarily wireless carriers who sell our devices through their sales channels. To the extent our channel partners are unsuccessful in selling or do not promote our products, or we are unable to obtain and retain a sufficient number of high-quality channel partners, our business and operating results could be significantly harmed. Our channel partners are wireless carriers who have direct and indirect sales channels which we are leveraging to get to their customers. Our wireless carrier channel partners currently include:

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| ● | AT&T, in the United States;
| ● | FirstNet, in the United States;
| ● | Verizon, in the United States;
| ● | T-Mobile, in the United States;
| ● | Bell Mobility, in Canada;
| ● | Rogers, in Canada; and
| ● | a leading global land mobile radio, or LMR, vendor and distributor in North America and international markets.

While these arrangements are typically long term, they generally do not contain any firm purchase volume commitments. As a result, our channel partners are not contractually obligated to purchase from us any minimum number of products. We are generally required to satisfy any and all purchase orders delivered to us within specified delivery windows, with limited exceptions (such as orders significantly in excess of forecasts). If we are unable to efficiently manage our supply and satisfy purchase orders on a timely basis to our channel partners, we may be in breach of our sales arrangements and lose potential sales. If a technical issue with any of our covered products exceeds certain present failure thresholds for the relevant performance standard or standards, the channel partner typically has the right to cease selling the product, cancel open purchase orders and levy certain monetary penalties. If our products suffer technical issues or failures following sales to our channel partners, we may be subject to significant monetary penalties and our channel partners may cease making purchase orders, which would significantly harm our business and results of operations. In addition, our channel partners retain sole discretion in which of their stocked products to offer their customers. While we may offer limited customer incentives, we generally have limited to no control over which products our channel partners decide to offer or promote, which directly impacts the number of products that our partners will purchase from us.

In addition, our channel partners may be unsuccessful in marketing, selling and supporting our solutions. They may also market, sell and support solutions that are somewhat competitive with ours, and may devote more resources to the marketing, sales and support of such products. They may have incentives to promote our competitors’ products in lieu of our products, particularly for our bigger competitors with larger volumes of orders, more diverse product offerings and a longer relationship with our generally large-scale channel partners. As a result, our channel partners may stop selling our products completely. While we employ a small direct sales force, our channel partners have significantly larger sales teams who are not contractually obligated to promote any of our devices and often have multiple competing devices in stock to offer their customers. In addition, downstream sales by our channel partners often succeed due to attractive device prices and monthly rate plans, which we do not control. In certain cases, we may promote our own devices through customer incentives, however, there can be no assurance that any such incentives would contribute to increased purchases of our products. Further, given the impact of attractive pricing on ultimate sales, we generally must offer increased promotional funding or price reductions for our more expensive products. This promotional funding or price reductions operate to reduce our margins and significantly impact our profitability.

New sales channel partners may take several months or more to achieve significant sales. Our channel partner sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresents the functionality of our products or services to their customers, or violate laws or our corporate policies.

If we fail to effectively manage our existing or future sales channel partners, our channel partners fail to promote our products effectively, we are unable to meet our obligations under our sales arrangements or future agreements that we may enter into with wireless carrier customers have terms that are more favorable to the customer, our business and results of operations would be harmed.

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We are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets, and if end customers in those markets do not purchase our solutions, our revenues will be adversely impacted, and we may not be able to expand into other markets.

Our revenues have been primarily in the industrial enterprise market, and we are materially dependent on the adoption of our solutions by both the industrial enterprise and public sector markets. End customers in the public sector market may remain, for reasons outside our control, tied to LMR solutions or other competitive alternatives to our devices. Sales of our products to these buyers may also be delayed or limited by these competitive conditions. If our products are not widely accepted by buyers in those markets, we may not be able to expand sales of our products into new markets, and our business, results of operations and financial condition may be adversely impacted.

We participate in a competitive industry, which may become more competitive. Competitors with greater resources and significant experience in high-volume product manufacturing may be able to respond more quickly and cost-effectively than we can to new or emerging technologies and changes in customer requirements.

We face significant competition in developing and selling our solutions. Our primary competitors in the non-rugged mobile device market include LG Corporation, Apple Inc. and Samsung Electronics Co. Ltd. Our primary competitors in the rugged mobile device market include Sonim Technologies Inc., Bullitt Mobile Ltd., and Kyocera Corporation. We also face competition from large system integrators and manufacturers of private and public wireless network equipment and devices. Competitors in this space include Harris Corporation, JVC KENWOOD Corporation, Motorola, and Tait International Limited. Within the Cellular Booster category, we have several direct competitors, including Wilson Electronics, LLC, or Wilson Electronics, Nextivity, Inc. and SureCall Company.

We cannot assure you that we will be able to compete successfully against current or future competitors. Increased competition in mobile computing platforms, data capture products, or related accessories and software developments may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products, which may create additional pressures on our competitive position in the marketplace.

Most of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources and experience than we do. In addition, because of the higher volume of components that many of our competitors purchase from their suppliers, they are able to keep their supply costs relatively low and, as a result, may be able to recognize higher margins on their product sales than we do. Many of our competitors may also have existing relationships with the channel partners who we use to sell our products, or with our potential customers. This competition may result in reduced prices, reduced margins and longer sales cycles for our products. Our competitors may also be able to more quickly and cost-effectively respond to new or emerging technologies and changes in customer requirements. The combination of brand strength, extensive distribution channels and financial resources of the larger vendors could cause us to lose market share and could reduce our margins on our products. If any of our larger competitors were to commit greater technical, sales, marketing and other resources to our markets, our ability to compete would be adversely impacted. If we are unable to successfully compete with our competitors, our sales would suffer and as a result our financial condition will be adversely impacted.

Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and injury to our reputation, which would adversely impact our business.

Complex software, as well as multiple components, displays, plastics and assemblies used in our products may contain undetected defects that are subsequently discovered at any point in the life of the product. Defects in our products may result in a loss of sales, product malfunction, delay in market acceptance and potential injuries to our customers which can bring to injury in our reputation and increased warranty costs.

Additionally, our software may contain undetected errors, defects or bugs. Although we have not suffered significant harm from any errors, defects or bugs to date, we may discover significant errors, defects, or bugs in the future that we may not be able to correct or correct in a timely manner. It is possible that errors, defects or bugs will be found in our existing or future software and/or hardware products and related services with the potential for delays in, or loss of market acceptance of, our products and services, diversion of our resources, injury to our reputation, increased service and warranty expenses, and payment of damages.

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Further, errors, defects or bugs in our solutions could be exploited by hackers or could otherwise result in an actual or perceived breach of our information systems. Alleviating any of these problems could require significant expense and could cause interruptions, delays or cessation of our product licensing, which would reduce demand for our products and result in a loss of sales, delay in market acceptance and injure our reputation and could adversely impact our business, results of operations and financial condition.

If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business would suffer.

Our ability to successfully grow our business depends on a number of factors including our ability to:

| ● | accelerate the adoption of our solutions by new end customers;
| ● | expand into new vertical markets;
| ● | develop and deliver new products and services;
| ● | increase awareness of the benefits that our solutions offer; and
| ● | expand our domestic and international footprint.

As usage of our solutions grows, we will need to continue to make investments to develop and implement new or updated solutions, software, technologies, security features and cloud-based infrastructure operations. In addition, we will need to appropriately scale our internal business systems and our services organization, including the suppliers of our products and customer support services, to serve our growing customer base. Any failure of, or delay in, these efforts could impair the performance of our solutions and reduce customer satisfaction.

Further, our growth could increase quickly and place a strain on our managerial, operational, financial and other resources, and our future operating results depend to a large extent on our ability to successfully manage our anticipated expansion and growth. To manage our growth successfully, we will need to continue to invest in sales and marketing, research and development, and general and administrative functions and other areas. We are likely to recognize the costs associated with these investments earlier than receiving some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely impact our operating results.

If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities or develop new solutions or upgrades to our existing solutions, satisfy customer requirements, maintain the quality and security of our solutions or execute on our business plan, any of which could harm our business, operating results and financial condition.

We may not be able to continue to develop solutions to address user needs effectively in an industry characterized by ongoing change and rapid technological advances.

To be successful, we must adapt to rapidly changing technological and application needs by continually improving our products, as well as introducing new products and services, to address user demands.

Our industry is characterized by:

| ● | evolving industry standards;
| ● | frequent new product and service introductions;
| ● | increasing demand for customized product and software solutions;

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| ● | rapid competitive developments;
| ● | changing customer demands; and
| ● | evolving distribution channels.

Future success will depend on our ability to effectively and economically adapt in this evolving environment. We could incur substantial costs if we must modify our business to adapt to these changes, and may even be unable to adapt to these changes.

The markets for our devices and related accessories may not develop as quickly as we expect, or may not develop at all. Our dependence on our cellular carrier channel partners and their success in promoting Push to Talk over Cellular to their client base is key for the success of the business.

Our future success is substantially dependent upon continued adoption of devices and related accessories in the industrial enterprise and public sector markets, including the transition from LMR to Push to Talk over Cellular and LTE networks. These market developments and transitions may take longer than we expect or may not occur at all, and may not be as widespread as we expect. If the market does not develop as we expect, our business, operating results and financial condition would be significantly harmed.

Our future success is dependent on our ability to create independent brand awareness for our company and products with end customers, and our inability to achieve such brand awareness could limit our prospects.

We depend on wireless carriers to promote and distribute our products. While we intend to ramp up direct marketing and end-customer brand awareness initiatives in the future, our sales and marketing efforts have historically been predominantly focused on channel partners. To increase end-customer brand awareness, we intend to develop sales tools for key verticals within our target markets, increase usage of social media and expand product training efforts, among other things. As a result, we expect our sales and marketing expenses to increase in the future, primarily from increased sales personnel expenses, which will require us to cost-efficiently ramp up our sales and marketing capabilities and effectively target end customers. However, there can be no assurance that we will successfully increase our brand awareness or do so in a cost-efficient manner while maintaining market share within our existing sales channels. Our failure to establish stand-alone brand awareness with end customers of our products will leave us vulnerable to the marketing and selling success of others, including our channel partners, and these developments could have an adverse impact on our prospects. If we are unable to significantly increase the awareness of our brand and solutions with end customers in a cost-efficient manner, we will remain significantly dependent on our channel partners for sales of our products, and our business, financial condition and results of operations could be adversely impacted.

We are dependent on the continued services and performance of a concentrated group of senior management and other key personnel, the loss of any of whom could adversely impact our business.

Our future success depends in large part on the continued contributions of a concentrated group of senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, the development of our solutions and our strategic direction. We also depend on the contributions of key technical personnel. Our senior management and key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The loss of any of our key personnel could significantly delay or prevent the achievement of our development and strategic objectives and harm our business.

We compete in a rapidly evolving market, and the failure to respond quickly and effectively to changing market requirements could cause our business and operating results to decline.

The mobile device market is characterized by rapidly changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. In order to deliver a competitive mobile device, our solutions must be capable of operating in an increasingly complex network environment. As new wireless phones are introduced and standards in the mobile device market evolve, we may be required to modify our phones and services to make them compatible with these new products and standards. Likewise, if our competitors introduce new devices and services that compete with ours, we may be required to reposition our solutions or introduce new phones and solutions in response to such competitive pressure. We may not be successful in modifying our current devices or introducing new ones in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be significantly harmed.

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If we are unable to sell our solutions into new markets, our revenues may not grow.

Any new market into which we attempt to sell our solutions may not be receptive. Our ability to penetrate new markets depends on the quality of our solutions, the continued adoption of our public safety solution by first responders, the perceived value of our solutions as a risk management tool and our ability to design our solutions to meet the demands of our customers. If the markets for our solutions do not develop as we expect, our revenues may not grow.

Our ability to successfully face these challenges depends on several factors, including increasing the awareness of our solutions and their benefits, the effectiveness of our marketing programs, the costs of our solutions, our ability to attract, retain and effectively train sales and marketing personnel, and our ability to develop relationships with wireless carriers and other partners. If we are unsuccessful in developing and marketing our solutions into new markets, new markets for our solutions might not develop or might develop more slowly than we expect, either of which would harm our revenues and growth prospects.

If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely impacted.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements on a timely basis or at all, our business will be adversely impacted.

Volatility or lack of positive performance in our stock price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and other key employees have become, or will soon become, vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that they hold are significantly above the market price of our Common Shares. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating results and financial condition would be adversely impacted.

A security breach or other significant disruption of our IT systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results.

All IT systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, energy blackouts, natural disasters, terrorism, sabotage, war, insider trading and telecommunication failures. A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or manufacturers could result in the unauthorized release of proprietary, confidential or sensitive information of ours or result in virus and malware installation on our devices. Such unauthorized access to, or release of, this information or other security breaches could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, (iii) subject us to claims for breach of contract, tort, and other civil claims, and (iv) damage our reputation. Any or all of the foregoing could have a negative impact on our business, financial condition and results of operations.

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We experience lengthy sales cycles for our products and the delay of an expected large order could result in a significant unexpected revenue shortfall.

The purchase of our products is often an enterprise-wide decision for prospective customers, which requires us to engage in sales efforts over an extended period of time and provide a significant level of education to prospective customers regarding the uses and benefits of such devices. Prospective customers, especially the wireless carriers that sell our products, often undertake a prolonged evaluation process that may take from several months to several years in certain cases. Consequently, if our forecasted sales from a specific customer are not realized, we may not be able to generate revenues from alternative sources in time to compensate for the shortfall. The loss or delay of an expected large order could also result in a significant unexpected revenue shortfall. Moreover, to the extent we enter into and deliver our products pursuant to significant contracts earlier than we expected, our operating results for subsequent periods may fall below expectations. We may spend substantial time, effort and money on our sales and marketing efforts without any assurance that our efforts will produce any sales. If we are unable to succeed in closing sales with new and existing customers, our business, operating results and financial condition will be harmed.

We have a limited history of contracting with third party manufacturers in Asia for the high-volume commercial production of our devices, and we may face manufacturing capacity constraints.

We have limited history and experience in contracting with third party manufacturers in Asia for the high-volume commercial production of our devices. Because of this limited production history, we face challenges in predicting our business and evaluating its prospects, which may result in breakdowns of our ability to timely supply our devices to our customers. Moreover, we face manufacturing capacity constraints that present further risks to our business. If overall demand of our devices increases in the future, we will need to expand our third party manufacturing capacity in a cost-efficient manner. Failing to meet customer demand due to our failure to successfully address these risks and challenges could adversely impact our reputation and future sales, which would significantly harm our business, results of operations and financial condition.

Our financial condition and results of operations as well as those of potential customers could be adversely affected by the Middle East War, which may cause a material adverse effect on the level of economic activity around the world, including in the markets we serve.

In October 2023, war broke out in the Middle East between Israel and Hamas and possibly with other regional powers. As a result of this war, various nations, including the United States, have been monitoring the situation closely. While we currently have customers, assets, liabilities, employees and suppliers in the region we have not experienced any supply disruptions directly related to this war. As this war continues or possibly escalates, this may lead to further disruption, instability and volatility in global markets and industries that could negatively impact our customers, operations and our supply chain. The impact of the conflict and related sanctions on the world economy are subject to rapid change and are difficult to predict. The war could create disruptions in the supply chain for certain of our products which, to date, has not had a substantive impact on our operations. None of our critical raw materials are sourced from, and none of our finished products are manufactured in, the Middle East region. We have no operations or other projects in that region.

We are monitoring any broader economic impact from the Middle East war, including heightened risk of cyberattacks, property damage, employee inaccessibility to the workplace, increased prices of fuel and other commodities, and potential impacts to our partners’ supply chains. Our financial condition, results of operations, and cash flows may be materially adversely affected, but the specific impact on our financial condition, results of operations, and cash flows is currently difficult to determine.

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Our financial condition and results of operations as well as those of potential customers could be adversely affected by the Russian invasion of Ukraine, which has caused a material adverse effect on the level of economic activity around the world, including in the markets we serve.

In February 2022, the Russian Federation invaded Ukraine. As a result of the invasion, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus and certain of their citizens. While we currently have no customers or suppliers located in Belarus, the Russian Federation or Ukraine, nor have we experienced any supply disruptions directly related to the Russian invasion of Ukraine as we do not knowingly source any materials originating from Belarus, the Russian Federation or Ukraine, as the war in Ukraine continues or possibly escalates, this may lead to further disruption, instability and volatility in global markets and industries that could negatively impact our customers, operations and our supply chain. The impact of the conflict and related sanctions on the world economy are subject to rapid change and are difficult to predict. The war has created disruptions in the supply chain for certain of our products which, to date, has not had a substantive impact on our operations. None of our critical raw materials are sourced from, and none of our finished products are manufactured in, the sanctioned regions. We have no operations or other projects in that region.

We are monitoring any broader economic impact from Russia’s invasion of Ukraine and the ongoing war between the two nations, including heightened risk of cyberattacks, increased prices of fuel and other commodities, and potential impacts to our partners’ supply chains. Our financial condition, results of operations, and cash flows may be materially adversely affected, but the specific impact on our financial condition, results of operations, and cash flows is currently difficult to determine.

We rely on industry data and projections which may prove to be inaccurate.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. These industry data, including the vehicle communications industry, include projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The vehicle communications industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Common Shares. In addition, the rapidly changing nature of the vehicle communications industry subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

Risks Related to our Reliance on Third Parties

As we work with multiple vendors for our components, if we fail to adequately forecast demand for our inventory and supply needs, we could incur additional costs or experience manufacturing delays, which could reduce our gross margin or cause us to delay or even lose sales.

Because our production volumes are based on a forecast of channel partner demand rather than purchase commitments from our major customers, there is a risk that our forecasts could be inaccurate and that we will be unable to sell our products at the volumes and prices we expect, which may result in excess inventory. We provide, and will continue to provide, forecasts of our demand to our third-party suppliers prior to the scheduled delivery of products to our channel partners. If we overestimate our requirements, our contract manufacturers may have excess component inventory, which could increase our costs. If we underestimate our requirements, our contract manufacturers may have inadequate component inventory, which could interrupt the manufacturing of our products and result in delays in shipments and revenues or even lost sales, or could incur unplanned overtime costs to meet our requirements, resulting in significant cost increases. For example, certain materials and components used to manufacture our products may reach end of life during any of our product’s life cycles, following which suppliers no longer provide such expired materials and components. This would require us to either source and qualify an alternative component, which could require a re-certification of the device by the wireless carriers and/or regulatory agencies, or forecast product demand for a final purchase of such materials and components that may reach end of life to ensure that we have sufficient product inventory through a product’s life cycle. If we overestimate forecasted demand, we would hold excess end-of-life materials and components resulting in increased costs. If we underestimate forecasted demand, we could experience delays in shipments and loss of revenues.

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In addition, if we underestimate our requirements and the applicable supplier becomes insolvent or is no longer able to timely supply our needs in a cost-efficient manner or at all, we may be required to acquire components, which may need to be customized for our products, from alternative suppliers, including at significantly higher costs. If we cannot source alternative suppliers and/or alternative components, we may suffer delays in shipments or lost sales. Similarly, credit constraints at our suppliers could require us to accelerate payment of our accounts payable, impacting our cash flow. Further, lead times for materials and components that we order vary significantly and depend on factors such as the specific supplier, contract terms, customization needed for any particular component and demand for each component at a given time. Any such failure to accurately forecast demand and manufacturing and supply requirements, and any need to obtain alternative supply sources, could materially harm our business, results of operations and financial condition.

Our dependence on third-party suppliers for key components of our products could delay shipment of our products and reduce our sales.

We depend on certain suppliers for the delivery of components used in the assembly of our products. Our reliance on third-party suppliers creates risks related to our potential inability to obtain an adequate supply of components and reduced control over pricing and timing of delivery of components. In particular, we have little to no control over the prices at which our suppliers sell materials and components to us. Certain supplies of our components are available only from a single source or limited sources and we may not be able to diversify sources in a timely manner. We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future.

We also do not have long-term supply agreements with any of our suppliers. Our current contracts with certain suppliers may be cancelled or not extended by such suppliers and, therefore, do not afford us with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these suppliers breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate us for any damages we may suffer.

Any interruption of supply for any material components of our products, or inability to obtain required components from our third-party suppliers, could significantly delay the production and shipment of our products and harm our revenues, profitability and financial condition.

Because we rely on a small number of channel partners/customers for a large portion of our revenue, the loss of any of these customers would have a material adverse effect on our operating results and cash flows.

For our fiscal years ended December 31, 2024 and 2023, we derived 70% and 52% of our revenue, respectively, from five customers/channel partners. Any termination of a business relationship with, or a significant sustained reduction in business from, one or more of these channel partners/customers could have a material adverse effect on our operating results and cash flows.

If dedicated public safety LTE networks are not deployed at the rate we anticipate or at all, demand for our solutions may not grow as expected.

A key part of our strategy is to further expand the use of our solutions over dedicated LTE networks in the public safety market. If the deployment of dedicated LTE networks is delayed or such networks are not adopted at the rate we anticipate, demand for our solutions may not develop as we anticipate, which would have a negative effect on our revenues.

The application development ecosystem supporting our devices and related accessories is new and evolving.

The application development ecosystem supporting our devices and related accessories is new and evolving. Specifically, the number of application developers in the ecosystem supporting our devices and accessories is small. If the market or the application development ecosystem does not develop, timely or at all, demand for our products may be limited, and our business and results of operations will be significantly harmed.

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Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason, could negatively impact our business.

We do not control the labor and other business practices of our suppliers, subcontractors, distributors, resellers and third-party sales representatives, or TPSRs, and cannot provide assurance that they will operate in compliance with applicable rules, and regulations regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark a copyright and patent licensing. If one of our suppliers, subcontractors, distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be cancelled, relationships could be terminated, and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure the necessary license rights to trademarks, copyrights or patents, legal action could be taken against us that could impact the saleability of our products and expose us to financial obligations to a third party. Any of these events could have a negative impact on our sales and results of operations.

Moreover, any failure of our suppliers, subcontractors, distributors, resellers and TPSRs, for any reason, including bankruptcy or other business disruption, could disrupt our supply or distribution efforts and could have a negative impact on our sales and results of operations.

Our products are subject to risks associated with sourcing and manufacturing.

We do not own or operate any of the manufacturing facilities for our products and rely on a concentrated number of independent suppliers to manufacture all of the products we sell. For our business to be successful, our suppliers must provide us with quality products in substantial quantities, in compliance with regulatory requirements, at acceptable costs and on a timely basis. Our ability to obtain a sufficient selection or volume of merchandise on a timely basis at competitive prices could suffer as a result of any deterioration or change in our supplier relationships or events that adversely affect our suppliers.

There can be no assurance we will be able to detect, prevent or fix all defects that may affect our products manufactured by our suppliers. Failure to detect, prevent or fix defects, or the occurrence of real or perceived quality or safety problems or material defects in our current and future products, could result in a variety of consequences, including a greater number of product returns than expected from customers and our wholesale partners, litigation, product recalls and credit, warranty or other claims, among others, which could harm our brand, results of operations and financial condition. Such problems could hurt our brand image, which is critical to maintaining and expanding our business. Any negative publicity or lawsuits filed against us related to the perceived quality and safety of our products could harm our brand and decrease demand for our products.

If one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business, results of operations and financial condition.

In addition, if any of our primary suppliers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations.

Our contractors and suppliers buy raw materials and are subject to wage rates that are oftentimes regulated by the governments of the countries in which our products are manufactured. The raw materials used to manufacture our products are subject to availability constraints and price volatility. There could be a significant disruption in the supply of raw materials from current sources or, in the event of a disruption, our suppliers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all. Our business is dependent upon the ability of our unaffiliated suppliers to locate, train, employ and retain adequate personnel. Our unaffiliated suppliers have experienced, and may continue to experience in the future, unexpected increases in work wages, whether government-mandated or otherwise. Our suppliers may increase their pricing if their raw materials became more expensive. Our suppliers may pass the increase in sourcing costs to us through price increases, thereby impacting our margins. Material changes in the pricing practices of our suppliers could negatively impact our profitability.

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In addition, we cannot be certain that our unaffiliated suppliers will be able to fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of materials, or need to replace an existing supplier, there can be no assurance additional supplies of raw materials or additional manufacturing capacity will be available when required on terms acceptable to us, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers in our methods, products, quality control standards and labor, health and safety standards. Any delays, interruption or increased costs in labor or wages, or the supply of materials or manufacture of our products, could have an adverse effect on our ability to meet wholesale partner and customer and consumer demand for our products and result in lower revenue and net income both in the short and long term.

Events that adversely impact our suppliers could impair our ability to obtain adequate and timely supplies. Such events include, among others, difficulties or problems associated with our suppliers’ business, the financial instability and labor problems of suppliers, merchandise quality and safety issues, natural or man-made disasters, inclement weather conditions, war, acts of terrorism and other political instability, economic conditions, transportation delays and shipment issues. Our suppliers may be forced to reduce their production, shut down their operations or file for bankruptcy. Our suppliers may consolidate, increasing their market power. The occurrence of one or more of these events could impact our ability to get products to our customers and/or wholesale partners, result in disruptions to our operations, increase our costs and decrease our profitability.

Global sourcing and foreign trade involve numerous factors and uncertainties beyond our control, including:

| ● | increased shipping costs;
| ● | the imposition of additional import or trade restrictions;
| ● | legal or economic restrictions on overseas suppliers’ ability to produce and deliver products;
| ● | increased custom duties and tariffs;
| ● | unforeseen delays in customs clearance of goods;
| ● | more restrictive quotas;
| ● | loss of a most favored nation trading status;
| ● | currency exchange rates;
| ● | transportation delays;
| ● | port of entry issues; and
| ● | foreign government regulations, political instability and economic uncertainties in the countries from which we or our suppliers source our products.

Our sourcing operations may also be hurt by health concerns regarding the outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the novel Coronavirus (Covid-19) and its potential impact on our financial results) in countries in which our merchandise is produced. Moreover, negative press or reports about internationally manufactured products may sway public opinion, and thus customer confidence, away from our products. Furthermore, changes in U.S. trade policies, including new restrictions, tariffs or other changes could lead to additional costs, delays in shipments, embargos and other uncertainties that could negatively impact our relationships with our international suppliers and materially adversely affect our business. These and other issues affecting our international suppliers or internationally manufactured merchandise could have a material adverse effect on our business, results of operations and financial condition.

In addition, some of our suppliers may not have the capacity to supply us with sufficient merchandise to keep pace with our growth plans, especially if we need significantly greater amounts of inventory. In such cases, our ability to pursue our growth strategy will depend in part upon our ability to develop new supplier relationships.

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The nature of our business may result in undesirable press coverage or other negative publicity, which would adversely impact our brand identity, future sales and results of operations.

Our solutions are used to assist law enforcement and other public safety personnel in situations involving public safety. The incidents in which our solutions are deployed may involve injury, loss of life and other negative outcomes, and such events are likely to receive negative publicity. Such negative publicity could have an adverse impact on new sales or renewals or expansions of coverage areas by existing customers, which would adversely impact our financial results and business.

Changes in the availability of federal funding to support local public safety or other public sector efforts could impact our opportunities with public sector end customers.

Many of our public sector end customers rely to some extent on funds from the U.S. federal government in order to purchase and pay for our solutions. Any reduction in federal funding for local public safety or other public sector efforts could result in our end customers having less access to funds required to continue, renew, expand or pay for our solutions. For example, changes in policies with respect to “sanctuary cities” may result in a reduction in federal funds available to our current or potential end customers. Additionally, any future U.S. government shutdowns could result in delayed public safety spending or re-allocation of funding into other areas of public safety. If federal funding is reduced or eliminated and our end customers cannot find alternative sources of funding to purchase our solutions, our business will be harmed.

Economic uncertainties or downturns, or political changes, could limit the availability of funds available to our customers and potential customers, which could significantly adversely impact our business.

Current or future economic uncertainties or downturns could adversely impact our business and operating results. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, changes in general interest rates, decisions of central banks, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks in North America, Europe, the Asia Pacific region or elsewhere, could cause a decrease in funds available to our customers and potential customers and negatively affect the growth rate of our business.

These economic conditions may make it extremely difficult for our customers and us to forecast and plan future budgetary decisions or business activities accurately, and they could cause our customers to re-evaluate their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times or as a result of political changes, our customers may tighten their budgets and face constraints in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely impact our financial results.

We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry, or the impact of political changes. If the economic conditions of the general economy or industries in which we operate worsen from present levels, or if recent political changes result in less funding being available to purchase our solutions, our business, operating results and financial condition could be adversely impacted.

Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our operating results and financial condition.

Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks, and power outages, which may render it difficult or impossible for us to operate our business for some period of time. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business and operating results, and harm our reputation. In addition, we may not carry business insurance or may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a significant adverse impact on our business, operating results and financial condition. In addition, the facilities of significant vendors may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or significant adverse impact on our business.

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We are exposed to risks associated with strategic acquisitions and investments.

We may consider strategic acquisitions of companies with complementary technologies or intellectual property in the future. Acquisitions hold special challenges in terms of successful integration of technologies, products, services and employees. We may not realize the anticipated benefits of these acquisitions or the benefits of any other acquisitions we have completed or may complete in the future, and we may not be able to incorporate any acquired services, products or technologies with our existing operations, or integrate personnel from the acquired businesses, in which case our business could be harmed.

Acquisitions and other strategic decisions involve numerous risks, including:

| ● | problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations;
| ● | unanticipated costs, taxes, litigation and other contingent liabilities;
| ● | continued liability for discontinued businesses and pre-closing activities of divested businesses or certain post-closing liabilities which we may agree to assume as part of the transaction in which a particular business is divested;
| ● | adverse impacts on existing business relationships with suppliers and customers;
| ● | cannibalization of revenues as customers may seek multi-product discounts;
| ● | risks associated with entering into markets in which we have no, or limited, prior experience;
| ● | incurrence of significant restructuring charges if acquired products or technologies are unsuccessful;
| ● | significant diversion of management’s attention from our core business and diversion of key employees’ time and resources;
| ● | licensing, indemnity or other conflicts between existing businesses and acquired businesses;
| ● | inability to retain key customers, distributors, suppliers, vendors and other business relations of the acquired business; and
| ● | potential loss of our key employees or the key employees of an acquired organization or as a result of discontinued businesses.

Financing for future acquisitions may not be available on favorable terms, or at all. If we identify an appropriate acquisition candidate for any of our businesses, we may not be able to negotiate the terms of the acquisition successfully, finance the acquisition or integrate the acquired business, products, service offerings, technologies or employees into our existing business and operations. Future acquisitions and divestitures may not be well-received by the investment community, which may cause the value of our stock to fall. We cannot ensure that we will be able to identify or complete any acquisition, divestiture or discontinued business in the future. Further, the terms of our indebtedness constrain our ability to make and finance additional acquisitions or divestitures.

If we acquire businesses, new products, service offerings or technologies in the future, we may incur significant acquisition-related costs. In addition, we may be required to amortize significant amounts of finite-lived intangible assets and we may record significant amounts of goodwill or indefinite-lived intangible assets that would be subject to testing for impairment. We have in the past and may in the future be required to write off all or part of the intangible assets or goodwill associated with these investments that could harm our operating results. If we consummate one or more significant future acquisitions in which the consideration consists of stock or other securities, our existing stockholders’ ownership could be significantly diluted. If we were to proceed with one or more significant future acquisitions in which the consideration included cash, we could be required to use a substantial portion of our cash and investments. Acquisitions could also cause operating margins to fall depending on the businesses acquired.

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Our strategic investments may involve joint development, joint marketing, or entry into new business ventures, or new technology licensing. Any joint development efforts may not result in the successful introduction of any new products or services by us or a third party, and any joint marketing efforts may not result in increased demand for our products or services. Further, any current or future strategic acquisitions and investments by us may not allow us to enter and compete effectively in new markets or enhance our business in our existing markets and we may have to impair the carrying amount of our investments.

We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.

International Financial Reporting Standards and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our businesses, including, but not limited to, revenue recognition, asset impairment, inventories, customer rebates and other customer consideration, tax matters, and litigation and other contingent liabilities are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition. New accounting guidance may also require systems and other changes that could increase our operating costs and/or change our financial statements. For example, implementing future accounting guidance related to revenue, accounting for leases and other areas could require us to make significant changes to our accounting systems, impact existing debt agreements and result in adverse changes to our financial statements.

Risks Related to the Pending Merger with Core Gaming Inc.

The consummation of the Merger is subject to the closing conditions contained in the Merger Agreement and the Merger could be delayed or may never occur.

The consummation of the Merger is subject to the closing conditions contained in the Merger Agreement and the Merger could be delayed or may never occur. Accordingly, any common shares of the Company (“Siyata Mobile Common Shares”) offered and purchased (including newly issued Siyata Mobile Common Shares sold under Siyata Mobile’s equity line of credit program or through other capital raising activities) following the announcement of the Merger but prior to the closing of the Merger is an investment in the Company. The closing conditions that must be satisfied or waived before the closing of the Merger can occur are specified in the Merger Agreement and include: (i) the representations and warranties of Siyata Mobile and Core Gaming being true and correct subject to the materiality standards contained in the Merger Agreement; (ii) material compliance by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement; (iii) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) with respect to Core Gaming since the effective date of the Merger Agreement that is continuing; (iv) the absence of any Purchaser Material Adverse Effect (as defined in the Merger Agreement) with respect to Siyata Mobile since the effective date of the Merger Agreement that is continuing; (v) the receipt of all approvals from any governmental authority necessary to consummate the Merger; (vi) that no governmental authority of competent jurisdiction shall have enacted any law or order in effect at the time of the closing that has the effect of making illegal or otherwise prohibiting consummation of the transactions contemplated by the Merger Agreement; (vii) the entry into certain ancillary agreements as of the closing; (viii) the approval of the Company’s initial listing application in connection with the transactions contemplated by the Merger Agreement and the Siyata Mobile Common Shares being approved for listing on Nasdaq; and (ix) the receipt of certain closing deliverables. Siyata Mobile and Core Gaming may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Merger will not occur, or will be delayed pending later satisfaction or waiver, which could have a material adverse effect on the Company’s business, results of operations, cash flows and financial position.

Further, the issuance of new Siyata Mobile Common Shares following announcement of the Merger Agreement, including through the Company’s equity line of credit program or other capital raises, will not increase the aggregate ownership percentage of the current shareholders of Siyata Mobile (“Siyata Mobile Shareholders”), and will dilute the ownership percentage that each Siyata Mobile Shareholder currently holds/owns in Siyata Mobile.

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Siyata Mobile and Core Gaming will incur significant transaction and transition costs in connection with the Merger.

Siyata Mobile and Core Gaming have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Merger, including legal, accounting, consulting, investment banking and other fees, expenses and costs. In addition, Siyata Mobile will continue to incur significant costs operating as a public company following the consummation of the Merger and may also incur additional costs to retain key employees. Generally, transaction expenses incurred in connection with the Merger will be paid by the party incurring those expenses (unless the Merger is consummated, in which case Siyata Mobile will pay all such expenses), and many of those expenses might not be paid until after the closing of the Merger. Accordingly, these expenses could result in Siyata Mobile having less money following the closing to spend on other aspects of its business, particularly if the actual expenses turn out to be higher than anticipated.

Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with transactions like the Merger, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that their disclosures related to the transaction contain false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Merger, it is possible that such actions may arise and, if they do arise, to seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Siyata Mobile and Core Gaming to incur significant costs and draw the attention of Siyata Mobile’s and Core Gaming’s management teams away from the consummation of the Merger and the management of their respective businesses. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is consummated may adversely affect Siyata Mobile’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Merger from being consummated within the expected timeframe.

After the Merger, Siyata Mobile may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price.

It is possible that the due diligence conducted in relation to Core Gaming and Siyata Mobile and their respective businesses has not identified all of the material issues or risks associated with Core Gaming and Siyata Mobile or the industries in which they compete.

Furthermore, factors outside of the parties’ control could arise later. As a result of these factors, Siyata Mobile may be exposed to liabilities and incur additional costs and expenses and be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if the due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the parties’ preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the Siyata Mobile’s financial condition and results of operations and could contribute to negative market perceptions about Siyata Mobile’s securities.

Due to potential fluctuations in the market value of Siyata Mobile Common Shares Core Gaming Shareholders cannot be sure of the market value of the consideration that they will receive in the Merger.

The current shareholders of Core Gaming (the “Core Gaming Shareholders”) and the Siyata Mobile Shareholders are expected to own, immediately following consummation of the Merger, approximately 90% and 10%, respectively, of Siyata Mobile.

Changes in the price of the Siyata Mobile Common Shares may result from a variety of factors, including, among others, changes in Siyata Mobile’s business, operations or prospects, regulatory considerations, governmental actions, legal proceedings and general business, market, industry, political or economic conditions. Many of these factors are beyond Siyata Mobile’s control. As a result, the aggregate market value of the Siyata Mobile Common Shares that a Core Gaming Shareholder is entitled to receive at the closing of the Merger could vary significantly from the value of the equivalent Siyata Mobile Common Shares on the date of the Merger Agreement, the date of this report or at other times, and Core Gaming Shareholders will neither know nor be able to calculate the value of the Siyata Mobile Common Shares that they would receive upon the closing.

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If the Merger is not completed by December 31, 2025, either Siyata Mobile or Core Gaming may have the right to terminate the Merger Agreement.

If the conditions to the obligations of Core Gaming and Siyata Mobile to consummate the Merger Agreement are not satisfied or waived (if applicable) by December 31, 2025, either Siyata Mobile or Core Gaming may have the right to terminate the Merger Agreement. Siyata Mobile or Core Gaming may elect to terminate the Merger in certain other circumstances, and Siyata Mobile and Core Gaming can mutually decide to terminate the Merger Agreement at any time prior to the Merger Effective Time.

The Merger Agreement contains restrictions on the ability of Siyata Mobile to pursue alternatives to the Merger.

The Merger Agreement contains provisions that may discourage a third party from submitting a competing business combination proposal that might result in greater value to the Siyata Mobile Shareholders than the Merger. These provisions include, among others, a general prohibition on Siyata Mobile from soliciting or entering into discussions with any third party regarding, among other things, any business combination proposal, during the period between the signing of the Merger Agreement and the closing of the Merger.

It is unlikely that Siyata Mobile Shareholders will be afforded any opportunity to evaluate or approve the Merger.

It is unlikely that Siyata Mobile Shareholders will be afforded the opportunity to evaluate and approve the Merger. In most cases, business combinations like the Merger do not require shareholder approval under applicable law, and Siyata Mobile’s articles of incorporation and bylaws do not afford its shareholders with the right to approve such a transaction. Accordingly, Siyata Mobile Shareholders will be relying almost exclusively on the judgement of Siyata Mobile’s board of directors and management and any persons on whom they may rely with respect to the Merger.

Siyata Mobile may experience difficulties in integrating the operations of Core Gaming into its current business and in realizing the expected benefits of the Merger.

The success of the Merger depends in part on Siyata Mobile’s ability to realize the anticipated business opportunities from combining the operations of Core Gaming with its business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect its ability to maintain relationships with customers, employees or other third parties, or its ability to achieve the anticipated benefits of the Core Gaming acquisition, and could harm its financial performance. If Siyata Mobile is unable to successfully or timely integrate the operations of Core Gaming with its business, it may incur unanticipated liabilities and be unable to realize the anticipated benefits resulting from the Core Gaming acquisition, and its business, results of operations and financial condition could be materially and adversely affected.

Siyata Mobile could face a variety of risks as it expands into Core Gaming’s new businesses and/or makes certain investments or acquisitions.

Siyata Mobile is entering into a new businesses as it enters into the Merger with Core Gaming. Given that Siyata Mobile is entering into a new industry and business in which it has not had any prior experience, risks of this expansion may include, among other risks: unanticipated liabilities or contingencies including counter-party risks such as inadvertent breaches or collection difficulties; potential diversion of management’s attention and other resources, including available cash, from our existing businesses; loss on investments due to poor performance by the Core Gaming’s business; inability to integrate the new business successfully; revaluations of debt and equity investments as well as market, credit and interest-rate risks (any of which could result in impairment charges and other costs); competition from other companies with more experience in such business; loss of current business and projections; and possible additional regulatory requirements and compliance costs, all of which could affect Siyata Mobile’s business, financial condition and operating results.

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If we complete an enter into the Merger, it may disrupt or have a negative impact on Siyata Mobile’s current business.

If Siyata Mobile completes the Merger, it could have difficulty integrating Core Gaming’s assets, personnel and operations with its own. Additionally, the Merger is and will result in a change of control of the Company, and a change in the board of directors and key officers of the Company. In addition, the key personnel of the Core Gaming and Siyata Mobile itself may/may not be willing to work for Siyata Mobile. Further, Siyata Mobile cannot predict the effect that the expansion may have on its current business. Regardless of whether Siyata Mobile and Core Gaming are successful in completing the Merger, preparing for its completion and the integration of their companies could disrupt their ongoing business, distract their management and employees and increase their expenses.

Siyata Mobile’s business could be severely impaired if and to the extent that it is unable to succeed in addressing any of these risks or other problems encountered in connection with the Merger, many of which cannot be presently identified.

Termination of the Merger Agreement could negatively impact Siyata Mobile and Core Gaming.

If the Merger is not completed for any reason, including as a result of the Core Gaming Shareholders declining to approve the Merger Agreement or any other matters required to effect the Merger, the ongoing businesses of Siyata Mobile and Core Gaming may be adversely impacted and, without realizing any of the anticipated benefits of completing the Merger, Siyata Mobile and Core Gaming would be subject to a number of risks, including the following:

| ● | Siyata Mobile may experience negative reactions from the financial markets, including negative impacts on Siyata Mobile’s share price (including to the extent that the current market price reflects a market assumption that the Merger will be completed);
| ● | Core Gaming may experience negative reactions from its customers, vendors and employees;
| ● | Siyata Mobile and Core Gaming will have incurred substantial expenses and will be required to pay certain costs relating to the Merger whether or not the Business Combination is completed, with respect to Siyata Mobile, and if the Merger is not completed, with respect to Core Gaming; and
| ● | since the Merger Agreement restricts the conduct of Siyata Mobile’s and Core Gaming’s businesses prior to completion of the Merger, each of Siyata Mobile and Core Gaming may not have been able to take certain actions during the pendency of the Merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

If the Merger is consummated, Siyata Mobile Shareholders will experience immediate and material dilution.

Following consummation of the Merger, the Siyata Mobile Shareholders will own approximately 10% of the outstanding Siyata Mobile Common Shares and the Core Gaming Shareholders will own approximately 90% (inclusive of shares to be distributed to advisors) of the outstanding Siyata Mobile Common Shares immediately following the effective time of the Merger. As such, the Siyata Mobile Shareholders will experience immediate and material dilution upon closing of the Merger.

Siyata Mobile’s ability to be successful following the Merger will depend upon the efforts of Core Gaming’s officers and the loss of such persons could negatively impact the operations and profitability of the post-Merger business.

Siyata Mobile’s ability to be successful following the Merger will be dependent upon the efforts of the certain key personnel of Core Gaming. Although the parties expect key personnel to remain with Siyata Mobile following the Merger, there can be no assurance that they will do so. It is possible that Core Gaming will lose some key personnel, the loss of which could negatively impact Siyata Mobile’s operations and profitability. Furthermore, following the closing of the Merger, certain of the key personnel of Core Gaming may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause Siyata Mobile to have to expend time and resources helping them become familiar with such requirements.

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If Siyata Mobile is a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of Siyata Mobile Common Shares could be subject to adverse United States federal income tax consequences.

If Siyata Mobile is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Siyata Mobile Common Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holders. A non-U.S. corporation, such as Siyata Mobile, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Core Gaming does not believe that Siyata Mobile will be treated as a PFIC for its current taxable year and does not expect to become one in the near future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

If Siyata Mobile determines that it is a PFIC for any taxable year, Siyata Mobile will endeavor to provide, and will endeavor to cause its non-U.S. subsidiaries that are PFICs, to provide, U.S. holders with tax information necessary to enable a U.S. holder to make a qualified electing fund (QEF) election with respect to Siyata Mobile and its non-U.S. subsidiaries.

If Siyata Mobile is treated as a PFIC, a U.S. holder of Siyata Mobile Common Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. U.S. holders of Siyata Mobile Common Shares should consult with their tax advisors regarding the potential application of these rules.

Risks Related to Government Regulation

The impact of potential changes in customs, tariffs, and trade policies in the United States and the potential corresponding actions by other countries, including recent trade initiatives announced by the U.S. presidential administration against China, in which we do business could adversely impact our financial performance.

The U.S. government has made proposals that are intended to address trade imbalances, which include encouraging increased production in the United States. These proposals could result in increased customs duties and tariffs, and the renegotiation of some U.S. trade agreements. We import a significant percentage of our products into the United States, and an increase in customs duties and tariffs with respect to these imports could negatively impact our financial performance. If such customs duties and tariffs are implemented, it also may cause U.S. trading partners to take actions with respect to U.S. imports or U.S. investment activities in their respective countries. Any potential changes in trade policies in the United States and the potential corresponding actions by other countries in which we do business could adversely impact our financial performance. Given the level of uncertainty over which provisions will be enacted, we cannot predict with certainty the impact of the proposals.

For example, in 2018, the U.S. presidential administration and Chinese government imposed significant tariffs on exports between the two countries. This evolving policy dispute between China and the United States is likely to have significant impact on the industries in which we participate, directly and indirectly, and no assurance can be given that any individual customer or significant groups of companies or a particular industry, will not be adversely impacted by any governmental actions taken by either China or the United States. In addition, we manufacture our mobile phones at our facility in Shenzhen, China, which could result in significant additional costs to us when shipping our products to various customers in the United States. It is not possible to predict with any certainty the outcome of the trade dispute between the United States and China, and prolonged or increased tariffs on imports from China to the United States would adversely impact our business, results of operations and financial condition.

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In 2020, a Phase One trade agreement was signed imposing specific targets for Chinese purchases of various exports from the United States. These ambitious commitments specified numerical targets in U.S. goods and services exports to China for increases of $77 billion in 2020 and $123 billion in 2021 from the 2017 baseline. The Phase One agreement also imposed numerous tariffs on a variety of goods including but not limited to imports from China along with steel and aluminum imports from across the world, creating an upward pressure on prices in the United States. These tariffs currently impact over $350 billion of imports and exports and increase consumer costs by roughly $51 billion annually based on 2021 import levels. The uncertainty of the Phase One deal, unilaterally imposed in 2020 and substantially still in effect today, lie in their conditions. For instance, Section 301 enables the president to impose tariffs or quotas wherever the United States Trade Representative (USTR) finds that other nations are engaging in unfair trade practices and Section 232 allows the president to impose trade barriers if the Department of Commerce finds that imports threaten U.S. national security. The Company will be unable to pre-empt decisions of this nature, and as such, the risks and consequences which accompany them.

In 2021, the U.S. presidential administration signed Executive Order 14017 into order, assessing vulnerabilities in four priority product areas: semiconductors, large capacity batteries, critical minerals and materials, and pharmaceuticals and active pharmaceutical ingredients. Executive Order 14017 established an interagency Supply Chain Trade Task Force led by USTR. This task force was directed to identify foreign trade practices that the U.S. deemed unfair or otherwise determined to cause erosion to U.S. critical supply chains. The impact and decisions of this task force may cause consequential action from other trading partners, potentially impacting the Company’s financial performance.

Later in 2021 and into 2022, the U.S. Administration replaced the Section 232 tariffs on steel and aluminum imports from the EU with a tariff rate quota system (TRQ), replaced the Section 232 tariffs on steel imports from Japan with a TRQ (the Section 232 aluminum imports from Japan are still in effect) and, as of March 2022, replaced the Section 232 tariffs on steel and aluminum imports from the UK with a TRQ. To date, the US Administration has kept in place all of the Section 301 tariffs on Chinese imports, which might influence importers to shift away from China and reorganize supply chains or otherwise cause decreased trade altogether – both imports and exports – raising prices and reducing options for consumers and businesses in the U.S. While a number of exclusions and extensions to these tariffs exist and evolve within the current administration, retaliatory actions by other nations remain a possibility.

In 2022, five nations had levied retaliatory tariffs up to 70 percent on approximately $73.2 billion of U.S. exports. These tariffs do not include retaliation by Canada and Mexico; following the reversal of U.S. steel and aluminum tariffs, both Canada and Mexico withdrew their retaliatory tariffs of 7 percent to 25 percent on approximately $20 billion of U.S. exports. These tariffs also no longer include retaliation by the EU, as it cancelled its retaliatory tariffs in exchange for the United States replacing the aluminum and steel tariffs with a TRQ for EU imports.

The invasion of Ukraine by Russia has resulted increased sanctions on trade with Russia which could reverberate to other countries, other economies and other markets. On February 24, 2023, the United States, in coordination with allies and G7 partners, announced a new set of sanctions, export controls and tariffs targeting key, revenue-generating sectors of the Russian economy and restricting trade with over 200 persons, including both Russian and third-country actors across Europe, Asia and the Middle East. These new measures, taken by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, US Department of Commerce’s Bureau of Industry and Security, or BIS, Office of the US Trade Representative, or USTR and U.S. Department of State, mark the one-year anniversary of Russia’s war against Ukraine. These measures include the following:

| ● | OFAC: (i) announced a new determination targeting the metals and mining sector of the Russian Federation economy under Executive Order 14024; (ii) added 83 entities and 22 individuals to the Specially Designated Nationals and Blocked Persons List, including over 30 third-country individuals and entities, resulting in the freezing of their assets within U.S. jurisdiction and prohibitions on transactions by U,S, persons or within the U.S. that involve such persons and their 50 percent or more owned entities; and (iii) made additions and revisions to several existing general licenses.

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| ● | BIS: (i) announced four new rules targeting Russia’s defense-industrial base and military and third countries supporting Russia; (ii) expanded export controls under the Export Administration Regulations, including licensing requirements on several commercial and industrial items; and (iii) added 86 entities to the Entity List determined to have engaged in sanctions evasion and backfill activities in support of Russia’s defense-industrial sector, prohibiting the targeted companies from purchasing items, such as semiconductors, whether made in the US or with certain US technology or software abroad.
| ● | USTR announced additional tariff increases, primarily targeting metals, minerals and chemical products.

These sanctions, export controls and tariffs are part of the U.S.’s ongoing to impose economic costs on Russia in response to its actions in Ukraine.

In 2025, the Trump administration has significantly changed is policies on import tariffs and has imposed retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.

Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results.

If significant tariffs or other restrictions are imposed on imports by the U.S. and related countermeasures are taken by impacted foreign countries, our business, including results of operations, cash flows and financial condition, may be adversely affected. In January 2025, during the initial days of President Trump’s second term, the U.S. announced the imposition of additional substantial tariffs on imports from various countries, including China, Canada and Mexico, and the subject countries have imposed or indicated their intention to impose counter measures. In February 2025, the U.S. imposed tariffs of 10% on all imported goods from China, followed by an additional 10% tariff in March 2025. The U.S. also imposed a 25% tariff on all steel and aluminum imports, beginning in March 2025. On February 13, 2025, President Trump ordered his trade advisers to come up with “reciprocal” tariffs on U.S. trade partners to retaliate against taxes, tariffs, regulations and subsidies and on April 2, 2025, announced new tariffs on many U.S. trading partners, including a universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the E.U. Specific products that are being tariffed, such as automobiles, were to be exempted from the new tariffs, and tariffs on products such as pharmaceutical drugs were to be announced at a later date. Following a period of market turbulence, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries. Countries subject to the pause on the tariffs are still to be subject to the baseline 10% tariff. This consequently lowers the tariff rate for the E.U., Japan, and South Korea, among other countries. However, President Trump announced an increased tariff rate against Chinese imports of a minimum 145%. These and other tariffs and countermeasures could increase the cost of materials and components that we utilize, disrupt global supply chains and create additional operational challenges. If further tariffs are imposed on a broader range of imports, or if retaliatory trade measures are enacted by affected countries, these factors could reduce demand for our products, and result in the loss of customers and harm our competitive position in key markets. Additionally, ongoing trade tensions and uncertainty regarding future trade policies could negatively impact global economic conditions and confidence, further affecting our business performance.

We are subject to anti-corruption, anti-bribery, anti-money laundering, economic sanctions, export control, and similar laws. Non-compliance with such laws can subject us to criminal or civil liability and harm our business, revenues, financial condition and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. Section 201, the U.S. Travel Act, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies and their employees and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international presence, we may engage with distributors and third-party intermediaries to market our solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

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The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. In particular, the United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. OFAC rules prohibit U.S. persons from engaging in, or facilitating a foreign person’s engagement in, transactions with or relating to the prohibited individual, entity or country, and require the blocking of assets in which the individual, entity or country has an interest. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Other countries in which we operate, including Canada and the United Kingdom, also maintain economic and financial sanctions regimes.

Some of our solutions, including software updates and third-party accessories, may be subject to U.S. export control laws, including the Export Administration Regulations; however, the vast majority of our products are non-U.S.-origin items, developed and manufactured outside of the United States, and therefore not subject to these laws. For third-party accessories, we rely on manufacturers to supply the appropriate export control classification numbers that determine our obligations under these laws.

We cannot assure you that our employees and agents will not take action in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international presence, our risks under these laws, rules, and regulations may increase. Further, any change in the applicability or enforcement of these laws, rules, and regulations could adversely impact our business operations and financial results.

Detecting, investigating and resolving actual or alleged violations can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, anti-money laundering, or economic sanctions laws, rules, and regulations could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, revenues, financial condition, and results of operations would be significantly harmed. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, financial condition and results of operations.

We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations.

Our operations and the products we manufacture and/or sell are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws and regulations. Compliance with such existing or future laws and regulations could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, restrict what solutions we can offer and generally impact our financial performance. Our products are designed for use in potentially explosive or hazardous environments. If our product design fails for any reason in such environments, we may be subject to product liabilities and future costs. In addition, some of these laws are environmental and relate to the use, disposal, remediation, emission and discharge of, and exposure to hazardous substances. These laws often impose liability and can require parties to fund remedial studies or actions regardless of fault. Environmental laws have tended to become more stringent over time and any new obligations under these laws could have a negative impact on our operations or financial performance.

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Laws focused on the energy efficiency of electronic products and accessories, recycling of both electronic products and packaging, reducing or eliminating certain hazardous substances in electronic products, and the transportation of batteries continue to expand significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors and power supplies, the transportation of lithium-ion batteries, and other aspects are also proliferating. There are also demanding and rapidly changing laws around the globe related to issues such as product safety, radio interference, radio frequency radiation exposure, medical related functionality, and consumer and social mandates pertaining to use of wireless or electronic equipment. These laws, and changes to these laws, could have a substantial impact on whether we can offer certain products, solutions, and services, and on what capabilities and characteristics our products or services can or must include.

These laws and regulations impact our products and could negatively impact our ability to manufacture and sell products competitively. In addition, we anticipate that we will see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency and providing additional accessibility.

Changes in laws and regulations concerning the use of telecommunication bandwidth could increase our costs and adversely impact our business.

Our business depends on our ability to sell devices that use telecommunication bandwidth allocated to licensed and unlicensed wireless services, and that use of that bandwidth is subject to laws and regulations that are subject to change over time. Changes in the permitted uses of telecommunication bandwidth, reallocation of such bandwidth to different uses, and new or increased regulation of the capabilities, manufacture, importation, and use of devices that depend on such bandwidth could increase our costs, require costly modifications to our products before they are sold, or limit our ability to sell those products into our target markets. In addition, we are subject to regulatory requirements for certification and testing of our products before they can be marketed or sold. Those requirements may be onerous and expensive. Changes to those requirements could result in significant additional costs and could adversely impact our ability to bring new products to market in a timely fashion.

We are subject to a wide range of privacy and data security laws, regulations and other legal obligations.

Personal privacy and information security are significant issues in the United States and the other jurisdictions in which we operate or make our products and applications available. The legislative and regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the U.S. Federal Trade Commission, or FTC, and various state, local and foreign agencies. We may collect personally identifiable information, or PII, and other data from our customers. We use this information to provide services to our customers and to support, expand and improve our business. We may also share customers’ PII with third parties as allowed by applicable law and agreements and authorized by the customer or as described in our privacy policy.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, transfer, use and storage of PII. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws as imposing standards for the online collection, use and dissemination of data. Many foreign countries and governmental bodies, including Canada, the European Union and other relevant jurisdictions, have laws and regulations concerning the collection and use of PII obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol, or IP, addresses. Within the European Union, legislators have adopted the General Data Protection Regulation, or GDPR, effective May 2018 which may impose additional obligations and risk upon our business, and which may increase substantially the penalties to which we could be subject in the event of any non-compliance. We may incur substantial expense in complying with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our revenues and our business overall.

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Although we are working to comply with those federal, state, and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products or applications. At state level, lawmakers continue to pass new laws concerning privacy and data security. Particularly notable in this regard is the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020. The CCPA will introduce significant new disclosure obligations and provide California consumers with significant new privacy rights. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of PII or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse impact on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely impact our business.

We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Such laws and regulations may require companies to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use PII for certain purposes. In addition, a foreign government could require that any PII collected in a country not be disseminated outside of that country, and we are not currently equipped to comply with such a requirement.

Risks Related to Our Intellectual Property

If we are unable to successfully protect our intellectual property, our competitive position may be harmed.

Our ability to compete is heavily affected by our ability to protect our intellectual property. We rely on a combination of patent licenses, confidentiality procedures and contractual provisions to protect our proprietary rights. We also enter, and plan to continue to enter, into confidentiality, invention assignment or license agreements with our employees, consultants and other parties with whom we contract, and control access to and distribution of our software, documentation and other proprietary information. The steps we take to protect our intellectual property may be inadequate, and it is possible that some or all of our confidentiality agreements will not be honored and certain contractual provisions may not be enforceable. Existing trade secret, trademark and copyright laws offer only limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information which we regard as proprietary. Policing unauthorized use of our products is difficult, time consuming and costly, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of either of which would harm our competitive position in the market. Furthermore, disputes can arise with our strategic partners, customers or others concerning the ownership of intellectual property.

Others may claim that we infringe on their intellectual property rights, which may result in costly and time-consuming litigation and could delay or otherwise impair the development and commercialization of our products.

In recent years, there has been a significant increase in litigation in the United States involving patents and other intellectual property rights, and because our products are comprised of complex technology, we are often involved in or impacted by assertions, including both requests to take licenses and litigation, regarding infringement of patent and other intellectual property rights of third parties. Third parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our channel partners, end customers and suppliers. For example, we had been approached by Wilson Electronics about potential infringement of several of their patents involving cellphone boosters. As a result, the Company entered into a product technology licensing agreement with Wilson Electronics that resolved their claim whereby Wilson is entitled to a 4.5% licensing fee on the revenues earned by the Company for every booster product sold Many of these assertions are brought by non-practicing entities whose principal business model is to secure patent licensing revenues from product manufacturing companies. Claims for alleged infringement and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our intellectual property rights. Defending any such claims, with or without merit, including pursuant to indemnity obligations, could be time consuming, expensive, cause product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products or reduce our margins. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a license, or if the terms of the license are burdensome to us, our operations could be significantly harmed.

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Our use of open source software could subject us to possible litigation or otherwise impair the development of our products.

A portion of our technologies incorporates open source software, including open source operating systems such as Android, and we expect to continue to incorporate open source software into our platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and their application to the open source software integrated into our proprietary technology platform may be uncertain. If we fail to comply with these licenses, then pursuant to the terms of these licenses, we may be subject to certain requirements, including requirements that we make available the source code for our software that incorporates the open source software. We cannot assure you that we have not incorporated open source software in our software in a manner that is inconsistent with the terms of the applicable licenses or our current policies and procedures. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could incur significant legal expenses defending against such allegations. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our technology platform.

With respect to open source operating systems, if third parties cease continued development of such operating systems or restrict our access to such operating system, our business and financial results could be adversely impacted. We are dependent on third parties’ continued development of operating systems, software application ecosystem infrastructures, and such third parties’ approval of our implementations of their operating and system and associated applications. If such parties cease to continue development or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy for our devices. As a result, our financial results could be negatively impacted because a resulting shift away from the operating systems we currently use, and the associated applications ecosystem could be costly and difficult.

Our inability to obtain and maintain any third-party license required to develop new products and product enhancements could seriously harm our business, financial condition and results of operations.

From time to time, we are required to license technology from third parties to develop new products or product enhancements. Third-party licenses may not be available to us on commercially reasonable terms, or at all. If we fail to renew any intellectual property license agreements on commercially reasonable terms, or any such license agreements otherwise expire or terminate, we may not be able to use the patents and technologies of these third parties in our products, which are critical to our success. We cannot assure you that we will be able to effectively control the level of licensing and royalty fees paid to third parties, and significant increase in such fees could have a significant and adverse impact on our future profitability. Seeking alternative patents and technologies may be difficult and time-consuming, and we may not be successful in finding alternative technologies or incorporating them into our products. Our inability to obtain any third-party license necessary to develop new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards, or at greater cost, which could seriously harm our business, financial condition and results of operations.

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Risks relating to our locations in Israel and Canada and our international operations

Changes to U.S. tariff and import/export regulations may have a negative effect on our business, financial condition and results of operations

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion, commentary and actions regarding potential significant changes to U.S. trade policies, treaties and tariffs. In 2025, the Trump administration indicated that the United States will impose retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. As of the date of this Annual Report, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from Canada, China and Mexico, as well as retaliatory tariffs enacted in response to such actions. In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. We have operations, customers and suppliers in the U.S., Canada and other countries and regularly import and export goods and services to and from those countries. An increase in tariffs could have a material impact on our costs and on the demand for our products and services.

We also conduct our operations in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations.

On October 7, 2023 a war broke out in Israel and many reservists were called up to the Israeli army. Several of our employees are or may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the timing of importing and exporting of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

It is currently not possible to predict the duration or severity of the ongoing conflict in the Middle East or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

Since 2015, we operate a cellular technology company in Israel and a number of our officers, directors and employees are residents of Israel, and because of this our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. During November 2012 and from July through August 2014, Israel was engaged in an armed conflict with a militia group and political party who controls the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel, as well as at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem. In October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a grater regional conflict.

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Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our operations and results of operations and could make it more difficult for us to raise capital. Parties and our employees/contractors with whom we may do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. The conflict situation in Israel could cause situations where our operational/functional or auditing bodies could not be able to function adequately, thus possibly leading to temporary suspensions or even cancellations of our product deliveries, our work-flow clearance or other certifications.

The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the import of inputs and the export of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

There have been travel advisories imposed as related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Additionally, members of our management and employees are located and reside in Israel. Shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our management and employees’ ability to effectively perform their daily tasks.

The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. Several of our employees are or now may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

Conditions in Israel could materially and adversely affect our business.

A number of our officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. During November 2012 and from July through August 2014, Israel was engaged in an armed conflict with a militia group and political party who controls the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel, as well as at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel. This pattern of activity erupts from time to time with varying degrees of intensity and for varying periods of time and typically ends with a cease fire until hostilities flare up again.

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Since February 2011, Egypt has experienced political turbulence and an increase in terrorist activity in the Sinai Peninsula. Such political turbulence and violence may damage peaceful and diplomatic relations between Israel and Egypt, and could affect the region as a whole. Similar civil unrest and political turbulence has occurred in other countries in the region, including Syria, which shares a common border with Israel, and is affecting the political stability of those countries. Since April 2011, internal conflict in Syria has escalated and chemical weapons have been used in the region. Foreign actors have intervened and may continue to intervene in Syria. This instability and any intervention may lead to deterioration of the political and economic relationships that exist between the State of Israel and some of these countries and may lead to additional conflicts in the region. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Iran also has a strong influence among extremist groups in the region, including Hamas in Gaza, Hezbollah in Lebanon and various rebel militia groups in Syria. These situations have escalated at various points in recent years and may escalate in the future to more violent events, which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.

It may be difficult to enforce a U.S. judgment against us, our officers and directors named in this annual report on Form 20-F in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.

Not all of our directors or officers are residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Additionally, Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S. our directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. For more information, see “Enforceability of Civil Liabilities.”

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Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Montreal, Canada. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents’ judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

We have operations in China, which exposes us to risks inherent in doing business there.

We use multiple third-party suppliers and manufacturers based primarily in China. With the rapid development of the Chinese economy, the cost of labor has increased and may continue to increase in the future. Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Our results of operations will be materially and adversely affected if the labor costs of our third-party suppliers and manufacturers increase significantly. In addition, we and our manufacturers and suppliers may not be able to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China.

Operating in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable. Our ability to utilize parties that operate in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to, among other things, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property, currency controls, network security, employee benefits, hygiene supervision and other matters. In addition, we may not obtain or retain the requisite legal permits to continue utilizing third-parties that operate in China, and costs or operational limitations may be imposed in connection with obtaining and complying with such permits. In addition, Chinese trade regulations are in a state of flux, and we may potentially become subject to other forms of taxation, tariffs and duties in China. Furthermore, the third parties we rely on in China may disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition and results of operations could be materially and adversely affected.

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Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.

Most of our employee base and operations are located outside the United States, primarily in Canada and Israel. Most of our software development, third-party contract manufacturing, and product assembly operations are conducted outside the United States.

Risks associated with operations outside the United States include:

| ● | effectively managing and overseeing operations that are distant and remote from corporate headquarters may be difficult and may impose increased operating costs;
| ● | fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and impact collection of receivables outside of the United States;
| ● | volatility in foreign credit markets may affect the financial well-being of our customers and suppliers;
| ● | violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act could result in large fines and penalties;
| ● | violations of privacy and data security laws could result in large fines and penalties; and
| ● | tax disputes with foreign taxing authorities, and any resultant taxation in foreign jurisdictions associated with operations in such jurisdictions, including with respect to transfer pricing practices associated with such operations.

Foreign currency fluctuations may reduce our competitiveness and sales in foreign markets.

The relative change in currency values creates fluctuations in product pricing for international customers. These changes in foreign end-customer costs may result in lost orders and reduce the competitiveness of our products in certain foreign markets. These changes may also negatively impact the financial condition of some foreign customers and reduce or eliminate their future orders of our products. We also face adverse changes in, or uncertainty of, local business laws or practices, including the following:

| ● | foreign governments may impose burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions;
| ● | restrictions on the export or import of technology may reduce or eliminate the ability to sell in or purchase from certain markets;
| ● | political and economic instability, including deterioration of political relations between the United States and other countries, may reduce demand for our solutions or put our non-U.S. assets at risk;
| ● | potentially limited intellectual property protection in certain countries may limit recourse against infringing on our solutions or cause us to refrain from selling in certain geographic territories;
| ● | staffing may be difficult along with higher turnover at international operations;
| ● | a government-controlled exchange rate and limitations on the convertibility of currencies, including the Chinese yuan;
| ● | transportation delays and customs related delays that may affect production and distribution of our products; and
| ● | integration and enforcement of laws vary significantly among jurisdictions and may change significantly over time.

Our failure to manage any of these risks successfully could harm our international operations and adversely impact our business, operating results and financial condition.

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Risks Related to Ownership of Our Securities

We do not know whether an active, liquid and orderly trading market will develop for our Common Shares or Warrants or what the market price of our Common Shares or Warrants will be and as a result it may be difficult for you to sell your Common Shares.

You may not be able to sell your shares or Warrants quickly or at the market price if trading in our Common Shares or Warrants is not active. The initial public offering price for our Common Shares and Warrants was determined through negotiations with the underwriters, and the negotiated price may not have been indicative of the market price of the Common Shares and Warrants after the offering. As a result of these and other factors, an investor may be unable to resell its Common Shares or Warrants at or above the initial public offering price. Further, an inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to enter into strategic partnerships or acquire companies or products by using our Common Shares as consideration.

We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the price at which you purchased our Common Shares.

The trading price of our Common Shares is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

| ● | market conditions in the broader stock market in general, or in our industry in particular;
| ● | actual or anticipated fluctuations in our quarterly financial and operating results;
| ● | introduction of new products and services by us or our competitors;
| ● | sales, or anticipated sales, of large blocks of our stock;
| ● | issuance of new or changed securities analysts’ reports or recommendations;
| ● | failure of industry or securities analysts to maintain coverage of our company, changes in financial estimates by any industry or securities analysts that follow our company, or our failure to meet such estimates;
| ● | additions or departures of key personnel;
| ● | regulatory or political developments;
| ● | changes in accounting principles or methodologies;
| ● | acquisitions by us or by our competitors;
| ● | litigation and governmental investigations; and
| ● | economic, political and geopolitical conditions or events.

These and other factors may cause the market price and demand for our Common Shares to fluctuate substantially, which may limit or prevent investors from readily selling their Common Shares and may otherwise negatively affect the liquidity of our Common Shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The market for our Common Shares may not provide investors with adequate liquidity.

Liquidity of the market for our Common Shares depends on a number of factors, including our financial condition and operating results, the number of holders of our Common Shares, the market for similar securities and the interest of securities dealers in making a market in the securities. We cannot predict the extent to which investor interest in the Company will maintain a trading market in our Common Shares, or how liquid that market will be. If an active market is not maintained, investors may have difficulty selling Common Shares that they hold.

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Since we do not expect to pay any cash dividends for the foreseeable future, investors may be forced to sell their stock in order to obtain a return on their investment.

We do not anticipate declaring or paying in the foreseeable future any cash dividends on our capital stock. Instead, we plan to retain any earnings to finance our operations and growth plans discussed elsewhere or incorporated by reference in this prospectus. Accordingly, investors must rely on sales of their Common Shares after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Common Shares.

Outstanding warrants and future sales of our Common Shares may further dilute the Common Shares and adversely impact the price of our Common Shares.

As of December 31, 2024, we had 787,733 Common Shares issued (2,336,798 as of the date of this report) and 909 Class “C” preferred shares outstanding (712 Class “C” preferred shares at the date of this report). As of December 31, 2024 up to an additional 150 Common Shares underlying outstanding warrants that have been registered with the SEC for resale are unrestricted and freely tradeable. We also have other outstanding unexercised agents’ options to purchase 101 Common Shares that expire between September 28, 2025 and October 31, 2028. We also have 24 restricted share units outstanding at December 31, 2024. We also have 11 stock options outstanding at December 31, 2024. If the holder of our free trading shares wanted to sell these shares, there might not be enough purchasers to maintain the market price of our Common Shares on the date of such sales. Any such sales, or the fear of such sales, could substantially decrease the market price of our Common Shares and the value of your investment.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Common Shares could decline.

We cannot predict whether future issuances of our Common Shares or the availability of shares for resale in the open market will decrease the market price per Common Share. We are not restricted from issuing additional Common Shares of, including any securities that are convertible into or exchangeable for, or that represent the right to receive Common Shares. Sales of a substantial number of our Common Shares in the public market or the perception that such sales might occur could materially adversely affect the market price of our Common Shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of any future stock issuances reducing the market price of our Common Shares and diluting their stock holdings in us.

If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our Common Shares

In order to maintain the listing of our Common Shares and Warrants on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with such applicable listing standards.

If we do not regain compliance with the Bid Price Rule during the additional 180-day extension, Nasdaq will notify us that our Common Shares will be delisted. At that time, we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if we do appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. We intend to actively monitor the closing bid price of our Common Shares and may, if appropriate, consider implementing available options to regain compliance with the Bid Price Rule under the Nasdaq Listing Rules.

The Company remediated the de-listing by affecting a 100-1 reverse stock split on August 3, 2023 and a further 7-1 reverse stock split on December 4, 2023.

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The Company also affected a 18-1 reverse stock split on August 2, 2024 and a further 10-1 reverse stock split on December 27, 2024.

If the Common Shares are not listed on Nasdaq at any time after this offering, we could face significant material adverse consequences, including:

| ● | a limited availability of market quotations for our securities;
| ● | reduced liquidity;
| ● | a determination that the Common Shares are a “penny stock” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the Common Shares;
| ● | a limited amount of news and analyst coverage for our Company; and
| ● | a decreased ability to issue additional securities or obtain additional financing in the future.

Upon delisting from the Nasdaq Capital Market, our Common Shares would be traded over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or Exchange-listed Stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed Stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the values of OTC stocks are often more volatile than Exchange-listed Stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed.

In addition, if our Common Shares are delisted, your ability to transfer or sell your Common Shares may be limited and the value of those securities will be materially adversely affected.

If our Common Shares become subject to the penny stock rules, it may be more difficult to sell our Common Shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The OTC Bulletin Board does not meet such requirements and if the price of our Common Shares is less than $5.00 and our Common Shares are no longer listed on a national securities exchange such as Nasdaq, our stock may be deemed a penny stock. The penny stock rules require a broker-dealer, at least two business days prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver to the customer a standardized risk disclosure document containing specified information and to obtain from the customer a signed and dated acknowledgment of receipt of that document. In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive: (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Shares, and therefore shareholders may have difficulty selling their shares.

Warrants are speculative in nature.

The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Shares and pay the Warrant exercise price per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value.

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Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, and certain Common Share issuances. We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Our executive officers and directors, and their affiliated entities, along with our two other largest stockholders, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Based on shares outstanding as of April 21, 2025, our executive officers and directors, together with entities affiliated with such individuals, will beneficially own approximately 0.006% of our Common Shares based on 3,286,519 Common Shares issued and outstanding on such date.

As of December 31, 2024, the Company had 787,733 Common Shares issued and outstanding.

General Risk Factors

The unfavorable outcome of any future litigation, arbitration or administrative action could have a significant adverse impact on our financial condition or results of operations.

From time to time, we are a party to litigation, arbitration, or administrative actions. Our financial results and reputation could be negatively impacted by unfavorable outcomes to any future litigation or administrative actions, including those related to the Foreign Corrupt Practices Act, the U.K. Bribery Act, or other anti-corruption laws. There can be no assurances as to the favorable outcome of any litigation or administrative proceedings. In addition, it can be very costly to defend litigation or administrative proceedings and these costs could negatively impact our financial results.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our securities would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our securities could decrease, which might cause our stock price and trading volume to decline.

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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We incur significant increased costs as a result of operating as a public company in the United States, and our management is required to devote substantial time to new compliance initiatives.

As a public company in the United States, we incur significant legal, accounting and other expenses that we did not incur previously. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which requires, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive-compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of their initial public offering. We intend to take advantage of this new legislation, but cannot assure you that we will not be required to implement these requirements sooner than planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our consolidated net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Although as a Foreign Private Issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

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If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with International Financial Reporting Standards.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2024, 2023, and 2022, our independent registered public accountants identified three, three and six material weaknesses, respectively, in our internal control over financial reporting.

We have taken steps to remediate these material weaknesses, and to further strengthen our accounting staff and internal controls, as described above. These measures have only partially remediated the material weaknesses identified in 2024, 2023, and 2022 as discussed above. We cannot be certain that other material weaknesses and control deficiencies will not be discovered in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting, cause the market price of our Common Shares to decline, and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Risks Related to Core’ Gaming, its Business and its Industry

Core Gaming has a limited operating history, especially with respect to its Core Gaming apps, which makes it difficult to evaluate its current business and future performance and the risks it may encounter.

Core Gaming has a limited operating history, especially with respect to its Core Gaming apps, which may make it difficult to evaluate its current business and its future performance. Core Gaming has encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, such as the mobile app industry, including its ability to:

| ● | accurately forecast its revenue and plan its operating expenses;
| ● | attract new and retain existing users of its apps;
| ● | successfully compete with current and future competitors, some of whom are also its clients;
| ● | successfully expand its business in existing markets and enter new markets and geographies;
| ● | successfully expand partnerships;
| ● | develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage of its apps by consumers, as well as the deployment of new features and services;
| ● | comply with existing and new laws and regulations applicable to its business;
| ● | anticipate and respond to macroeconomic changes and changes in the markets in which it operates;

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| ● | establish and maintain its brand and reputation;
| ● | adapt to rapidly evolving trends in the ways businesses and consumers interact with technology;
| ● | effectively manage its rapid growth;
| ● | avoid interruptions or disruptions in its Core Gaming technologies or apps; and
| ● | hire, integrate, and retain key personnel.

Further, because Core Gaming has a limited historical financial data and operates in a rapidly evolving market, any financial planning and forecasting, including predictions about its future revenue and expenses, may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market. If its assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations. If it fails to address the risks and uncertainties that it faces, including those described elsewhere in this “Risk Factors” section, its business, financial condition, and results of operations could be adversely affected.

Core Gaming’s results of operations have fluctuated in the past and are likely to fluctuate significantly from quarter-to-quarter and year-to-year in the future for a variety of reasons, many of which are outside of its control and are difficult to predict. As a result, you should not rely upon its historical results of operations as indicators of future performance. Numerous factors can influence its results of operations, including:

| ● | its ability to maintain and grow its business client and user bases;
| ● | changes to its technologies, apps, or other offerings, or the development and introduction of new software or development of new mobile apps by its studios or its competitors;
| ● | changes to the policies or practices of companies or governmental agencies that determine access to third-party platforms, such as the Apple App Store and the Google Play Store, apps, website, or the internet generally;
| ● | changes to the policies or practices of third-party platforms, such as the Apple App Store and the Google Play Store, including with respect to Apple’s Identifier for Advertisers (“IDFA”), which helps advertisers assess the effectiveness of their advertising efforts, and with respect to transparency regarding data processing;
| ● | its ability to achieve the anticipated synergies from its strategic acquisitions and effectively integrate new assets and businesses acquired by us;
| ● | the actions of its competitors, both with respect to their own offerings and, to the extent such competitors are also its clients, with respect to their use of its services;
| ● | costs and expenses related to the strategic acquisitions and partnerships, including costs related to integrating mobile gaming studios or other companies that it acquires, as well as costs and expenses related to the development of its technologies, BI platform, or apps;
| ● | its ability to maintain and increase profitability;
| ● | increases in and timing of operating expenses that it may incur to expand its operations and to remain competitive;
| ● | changes in the legislative or regulatory environment, including with respect to privacy and data protection, or actions by governments or regulators, including fines, orders, or consent decrees;

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| ● | charges associated with impairment of any assets on its balance sheet;
| ● | adverse litigation judgments, settlements, or other litigation-related costs and the fees associated with investigating and defending claims;
| ● | the overall tax rate for its business, which may be affected by the mix of income it earns in the United States and in jurisdictions with comparatively lower tax rates;
| ● | the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;
| ● | the application of new or changing financial accounting standards or practices; and
| ● | changes in regional or global business or macroeconomic conditions, which may impact the other factors described above.

In particular, it is difficult to predict if, when, or how quickly newly-launched apps may begin to generate revenue or decline in popularity. Further, it cannot be certain if a new app will become popular amongst users and generate revenue. The success of its business depends in part on its ability to develop and enhance its technologies and consistently and timely launch new apps. It is difficult for us to predict with certainty when it will launch a new app as it may require longer development schedules or soft launch periods to meet its quality standards and expectations. If it is unable to successfully launch or acquire new apps or maintain or improve existing apps, its business and results of operations could be adversely affected.

The failure to attract new users, the loss of users, or a reduction in playing by these users could adversely affect its business, financial condition, and results of operations.

A significant portion of its revenue is advertising revenue. Core Gaming collects revenue from advertisers spending on its apps. Revenue generated from its apps comes from advertisers that purchase ad inventory from its diverse portfolio of mobile games. As is common in the mobile app industry its advertisers do not have long-term advertising commitments with it. Its success depends in part on its ability to satisfy its advertising clients.

Its revenue could also be impacted by a number of other factors, including:

| ● | its ability to attract and retain users;
| ● | its ability to maintain or increase advertiser demand and third-party publisher supply, the quantity, or quality of advertisements shown to users, or its pricing of advertisements;
| ● | its ability to continue to increase user engagement with its apps;
| ● | mobile app changes or inventory management decisions it may make that changes the size, format, frequency, or relative prominence of advertisements displayed on its apps;
| ● | its ability to recruit, train, and retain personnel to support its continued growth;
| ● | its ability to establish and maintain its brand and reputation;
| ● | government actions or legislative, regulatory, or other legal developments relating to advertising, including developments that may impact its ability to deliver, target, or measure the effectiveness of advertising;
| ● | changes that limit its ability to deliver, target, or measure the effectiveness of advertising, including changes to policies by mobile operating system and third-party platform providers, and the degree to which users opt out of certain types of ad targeting as a result of changes and controls implemented in connection with such policy changes and with the E.U. General Data Protection Regulation (the “GDPR”), ePrivacy Directive, the California Consumer Privacy Act (the “CCPA”), and the Children’s Online Privacy Protection Act (“COPPA”);

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| ● | decisions by clients to reduce their advertising due to concerns about legal liability or uncertainty regarding their own legal and compliance obligations, or due to negative publicity, regardless of its accuracy, involving us, its user data practices, advertising metrics or tools, its apps, or other companies in its industry; and
| ● | the impact of macroeconomic conditions, whether in the advertising industry in general, or among specific types of clients within particular geographies.

The occurrence of any of these or other factors in the future could result in a reduction in demand for its services and use of its apps, which may reduce the prices it receives for its advertisements or cause clients to stop advertising with it altogether, either of which would adversely affect its business and results of operations. The failure to attract new advertising clients, loss of clients, or reduction in spending by its clients could adversely affect its business, financial condition, and results of operations.

Security breaches, improper access to or disclosure of its data or user data, other hacking and phishing attacks on its systems, or other cyber incidents could harm its reputation and adversely affect its business.

Like companies in the mobile app industry in general, it is prone to cyberattacks by third parties seeking unauthorized access to its data or the data of its clients or users or to disrupt its ability to provide app marketing services. Its technologies and apps involve the collection, storage, processing, and transmission of a large amount of data, including personal information, and Core Gaming and its third-party service providers otherwise store and process information, including its confidential and proprietary business information, and personal information and other information relating to its employees and clients or other third parties. Any failure to prevent or mitigate security breaches or incidents impacting its systems or other systems used in its business, or improper access to or disclosure of its data, including source code, or user data, including personal information, content, or payment information from users, or information from clients or other third parties, that it stores or otherwise process, could result in the unauthorized loss, modification, disclosure, destruction, or other misuse of such data, or unavailability of data. Any such event, or the perception that it has occurred, could adversely affect its business and reputation, damage its operations, result in claims, litigation or regulatory investigations or enforcement actions, fines, penalties, or other liability or obligations, and diminish its competitive position. In particular, a breach or incident, whether electronic, or otherwise, impacting systems on which source code or other sensitive data are stored could lead to loss, disruption, unavailability, or piracy of, or damage to, its offerings, lost or reduced ability to protect its intellectual property, and diminished competitive position.

Computer malware (including ransomware), viruses, social engineering (predominantly spear phishing attacks or credential stuffing), and general hacking have become more prevalent in the mobile app industry. Any actual or attempted breaches, incidents, or attacks may cause disruptions or interruptions to its technologies, apps, or other offerings, degrade the user experience, impair, disrupt, or interrupt its internal systems and other systems and networks used in its business, or adversely affect its reputation, business, financial condition, and results of operations. Its efforts to protect its data, user data, and information from clients, partners, and other third parties, and to disable or otherwise respond to undesirable activities on its technologies or apps, may also be unsuccessful due to: software bugs or other technical defects, errors, or malfunctions; employee, contractor, vendor, or partner error or malfeasance, including defects or vulnerabilities in information technology systems or offerings; cyberattacks, attacks designed to disrupt systems or facilities, or breaches of physical security of its facilities or technical infrastructure; or other threats that evolve. Additionally, any such breach, incident, attack, malfunction, defect, or vulnerability, or the perception that any of these has occurred, may cause clients or users to lose confidence and trust in its apps and otherwise harm its reputation and market position.

In addition, some developers or other business partners may receive or store information provided by it or by its users through mobile or web apps or other means. These third parties may misappropriate its information and engage in unauthorized use of it. If these third parties fail to adopt or adhere to adequate data security practices, or experience a breach of, or other security incident impacting, their networks or systems, its data or its users’ data may be lost, destroyed, or improperly accessed, modified, disclosed, or otherwise misused. In such an event, or if such an event is perceived to have occurred, Core Gaming may suffer damage to its reputation, may have increased costs arising from the restoration or implementation of additional security measures, and Core Gaming may face claims, demands, investigations and other proceedings by private parties or governmental actors, and fines, penalties, and other liability or obligations, any of which could adversely affect its business, financial condition, and results of operations. Any theft or unauthorized use or publication of its confidential business information as a result of such an event could also adversely affect its business, competitive position, and results of operations.

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Cyberattacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although Core Gaming has developed systems and processes that are designed to protect its data, user data, and information from its partners, to prevent data loss, disable undesirable accounts and activities on its technologies or apps, and to prevent and detect security breaches, it cannot assure that such measures will provide comprehensive security, that it will be able to identify breaches or other incidents or to react to them in a timely manner or that its remediation efforts will be successful. Core Gaming experiences cyberattacks and other security incidents of varying degrees from time to time, and it may incur significant costs in investigating, protecting against, litigating, or remediating such incidents.

Additionally, its offerings operate in conjunction with, and are in some cases dependent upon, third-party products, services, and components. Its ability to monitor its third-party service providers’ data security is limited, and in any event, attackers may be able to circumvent its third-party service providers’ data security measures. There have been and may continue to be significant attacks on certain third-party providers, and Core Gaming cannot guarantee that its or its third-party providers’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to its systems and networks or the systems and networks of third parties that support it. If there is a security vulnerability, error, or other bug in one of these third-party products, services, and components and if there is a security exploit targeting them, Core Gaming could face increased costs, claims, liability, and additional or new obligations, reduced revenue, and harm to its reputation or competitive position. Core Gaming and its service providers may be unable to anticipate these techniques, react, remediate or otherwise address any security vulnerability, breach or other security incident in a timely manner, or implement adequate preventative measures.

In addition to its efforts to mitigate cybersecurity risks, Core Gaming is making significant investments in privacy, safety, security, and content review efforts. As a result of these efforts, Core Gaming anticipates that it will discover incidents of misuse of user data or other undesirable activity by third parties. Core Gaming may not discover all such incidents or activity, whether as a result of its data limitations, the reallocation of resources to other projects, or other factors, and it may be notified of such incidents or activity by users, the media, or other third parties. Such incidents and activities have in the past, and may in the future, include the use or other processing of user data or its systems in a manner inconsistent with its terms, contracts or policies, the existence of false or undesirable user accounts, improper advertising practices, activities that threaten people’s safety on- or offline or instances of spamming, scraping, data harvesting, or unsecured datasets. Core Gaming may also be unsuccessful in its efforts to enforce its policies or otherwise remediate or respond to any such incidents effectively or in a timely manner. Any of the foregoing developments, or any reports of them occurring or the perception that any of them has occurred, could adversely affect user trust and engagement, harm its brand and reputation, require it to change its business practices, result in claims, demands, investigations and other proceedings by private parties or governmental actors, and fines, penalties, and other liability or obligations, and adversely affect its business, financial condition, and results of operations.

Core Gaming is subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data protection, a number of which also provide a private right of action. Affected users or government authorities could initiate legal or regulatory actions against it in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the past and which could cause it to incur significant expense and liability, distract management and technical personnel, and result in orders or consent decrees forcing it to modify its business practices. Such actual or perceived incidents or its efforts to remediate such incidents may also result in a decline in its active user base or engagement levels. Any of these events could adversely affect its reputation, business, financial condition, or results of operations.

Its insurance coverage may not extend to all types of privacy and data security breaches or other incidents, and it may be insufficient to cover all costs and expenses associated with such incidents. Further, such insurance may not continue to be available to it in the future on economically reasonable terms, or at all, and insurers may deny us coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in its insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on its business, including its reputation, financial condition, or results of operations.

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The mobile app industry is intensely competitive. If clients or users prefer Core Gaming’s competitors’ products or services over its own, its business, financial condition, and results of operations could be adversely affected.

Core Gaming faces significant competition. Core Gaming offers services for developers to get their mobile apps discovered and downloaded by the users. Core Gaming collects revenue from advertising fees paid by mobile app advertisers from the sale of advertising in its apps and sale of advertising in co-developed or third-party apps. Core Gaming also faces competition from providers of developer tools that enable developers to reach their audiences or manage or optimize their advertising campaigns. These companies vary in size and include Facebook, Google, and Unity Software as well as various private companies. Several of these companies are also its clients. Clients who are also competitors may decide to invest in their own offerings rather than continue to use its technology or advertise on its apps.

Additionally, Core Gaming also competes with businesses that develop online and mobile games and other mobile apps, which vary in size and include companies such as Activision Blizzard (expected to be acquired by Microsoft), Tencent, and Zynga (expected to be acquired by Take-Two Interactive), as well as other public and private companies. Many of these companies are also its partners and clients. As it expand its global operations and mobile app offerings, it increasingly faces competition from high-profile companies with significant online presences that may introduce new or expanded offerings, such as Apple, Facebook, Google, Microsoft, and Snap. In addition, other large companies that to date have not actively focused on mobile apps or gaming may decide to develop mobile apps or gaming offerings, such as Amazon’s recently introduced games platform, or work with other developers. Some of these current and potential competitors have significantly greater resources than it does that they can use to develop, acquire, or brand additional mobile apps or gaming alternatives, and may have more diversified revenue sources than it does and therefore may be less severely affected by changes in consumer preferences, regulations, or other developments that may impact its business or industry.

Further, as there are relatively low barriers to entry to develop and publish a mobile app, Core Gaming expects new competitors to enter the market and existing competitors to allocate more resources towards developing and marketing competing games and apps. As its mobile games are free to play, its apps compete primarily on the basis of user experience rather than price. The proliferation of apps makes it difficult for it to differentiate itself from its competitors and compete for users.

Core Gaming also faces competition for advertising spending and for the discretionary spending, leisure time, and attention of its users from game platforms such as personal computer and console games, and other leisure time activities, such as television, movies, music, sports, and the internet. In addition, non-game applications for mobile devices, such as social media and messaging, television, movies, music, dating, and sports, have become increasingly popular, making the overall mobile app industry highly fragmented and making it more difficult for any mobile app to differentiate itself. Its future growth depends in part on the overall health of the mobile app ecosystem and in particular, mobile gaming. Increasing competition could result in decreases in the number of users of its apps, increased user acquisition costs, lower engagement with its apps, and loss of key personnel, all of which could adversely affect its business, financial condition, or results of operations.

Some of its current and potential competitors may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than it, particularly those located outside of the United States. Some of its current and potential competitors may have greater resources, more diversified revenue streams, better technological or data analytics capabilities, or stronger brands or competitive positions in certain product segments, geographic regions, or user demographics than it does. If clients or users prefer its competitors’ products or services over its own, or if its competitors are better able to adapt to changes in the preferences of publishers or users, regulations, or other developments, its business, financial condition, and results of operations could be adversely affected.

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The mobile app industry is subject to rapid technological change, and if Core Gaming do not adapt to, and appropriately allocate its resources among, emerging technologies and business models, its business, financial condition, and results of operations could be adversely affected.

Technology changes rapidly in the mobile app industry. Its future success depends in part on its ability to adapt to trends and to innovate. To attract new clients and users and increase revenue from its current clients and users, it will need to enhance and improve its technologies and apps. It may not introduce enhancements of its existing technology and offerings, and new offerings, in a timely or cost-effective manner and any such enhancements may contain errors or defects.

Its business also currently depends in part on the growth and evolution of the internet, especially mobile internet-enabled devices. The number of people using mobile internet-enabled devices has increased rapidly over time, and it expects that this trend will continue. The mobile app industry, however, may not grow in the way that it anticipates. Core Gaming must continually anticipate and adapt to emerging technologies to stay competitive. As the technological infrastructure for internet access continues to improve and evolve, consumers will be presented with more opportunities to access apps and play games on a variety of devices and platforms and to experience other leisure activities that may compete with mobile apps. Forecasting the financial impact of these emerging technologies and business models is inherently uncertain and volatile. If it decides to support a new technology or business model in the future, it may require entering into business arrangements with new platforms or other third parties, which may be on terms that are less favorable to it than those for traditional technologies or business models.

To invest in a new technology or expand its offerings, it must invest financial resources and management attention. Core Gaming may invest significant resources in a new offering or in a strategic acquisition or partnership, which could prove unsuccessful or prevent it from directing these resources towards other opportunities. Core Gaming may never recover the often-substantial up-front costs of developing and marketing emerging technologies or business models, or recover the opportunity cost of diverting management and financial resources. Further, its competitors may adopt an emerging technology or business model more quickly or effectively than it does, creating products that are technologically superior to its or attract more users than it.

If, on the other hand, Core Gaming does not continue to enhance its technologies or apps, or does not appropriately allocate its resources amongst opportunities, or it otherwise elects not to pursue new business models that achieve significant commercial success, it may face adverse consequences. For example, it does not currently offer its apps on all devices or all gaming platforms. If the devices on which its apps are available decline in popularity or become obsolete faster than anticipated, or if new platforms emerge other than those on which its games are offered, it could experience a decline in revenue and in its number of app users, and it may not achieve the anticipated return on its development efforts. It may take significant time and expenditures to shift product development resources to new technologies, and it may be more difficult to compete against existing products incorporating such technologies. If new technologies render mobile devices obsolete or it is unable to successfully adapt to and appropriately allocate its resources amongst current and new technologies, its business, financial condition, and results of operations could be adversely affected.

Its technologies, apps, and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in its systems, could adversely affect its business, financial condition, and results of operations.

Its technologies, apps and internal systems rely on software and hardware that is highly technical and complex. In addition, its technologies, apps and internal systems depend in part on the ability of such software and hardware to store, retrieve, process, and manage large amounts of data. The software and hardware on which it relies has contained, and will in the future contain, errors, bugs, or vulnerabilities and its systems are subject to certain technical limitations that may compromise its ability to meet its objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which it relies have in the past led to, and may in the future lead to, outcomes including a negative experience for clients and users who use its offerings, compromised ability of its offerings to perform in a manner consistent with its terms, contracts, or policies, delayed app launches or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of its users and/or its intellectual property, or reductions in its ability to provide some or all of its services. To the extent that any such errors, bugs, vulnerabilities, or defects impact its apps or services, its clients may become dissatisfied with its offerings, its brand and reputation may be harmed, and it may make operational decisions, such as with respect to its apps, that are based on inaccurate data. Any errors, bugs, vulnerabilities, or defects in its systems or the software and hardware on which it relies, failures to properly address or mitigate the technical limitations in its systems, or associated degradations or interruptions of service may lead to outcomes including damage to its reputation, increased product engineering expenses, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect its business, financial condition, and results of operations.

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Its business depends in part on its ability to maintain and scale its apps, and any significant disruption to its technologies or apps could damage its reputation, result in a potential loss of engagement, and adversely affect its business, financial condition, and results of operations.

Its reputation and ability to attract and retain its clients and users depends in part on the reliable performance of its technologies and apps. Core Gaming has in the past experienced, and may in the future experience, interruptions in the availability or performance of its offerings from time to time. Its systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid performance delays or outages that could be harmful to its business. If its apps are unavailable when users attempt to access them, or if they do not load as quickly as expected, users may not use its offerings as often in the future, or at all, which could adversely affect its business and results of operations. As it continues to grow, it will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy its needs and the needs of its clients and users. It may fail to continue to effectively scale and grow its technical infrastructure to accommodate these increased demands, which may adversely affect its user engagement and revenue growth. Additionally, it relies in part on third-party data centers and cloud hosting infrastructure. Its business may be subject to interruptions, delays, or failures resulting from natural disasters and other events outside of its control that impact it or these third-party providers. If such an event were to occur, users may be subject to service disruptions or outages and it may not be able to recover its technical infrastructure and user data in a timely manner to restart or provide its services. If it fails to efficiently scale and manage its infrastructure, or if events disrupt its infrastructure or those of its third-party providers, its business, financial condition, and results of operations could be adversely affected.

If Core Gaming is unable to launch new apps and successfully monetize them, or continue to improve the experience and monetization of its existing apps, its business, financial condition, and results of operations could be adversely affected.

Its business depends in part on launching or acquiring, and continuing to service, mobile apps. Core Gaming has devoted and it expects to continue to devote substantial resources to the research, development, and marketing of its apps. Its development and marketing efforts are focused on improving the experience of its existing apps, developing new apps, and successfully monetizing its apps. Its apps generate revenue primarily through the sale of advertising. For apps distributed through third-party platforms, it is required to share a portion of the proceeds from in-game sales with the platform providers, which share may be subject to changes or increases over time. In order to maintain and increase its profitability, it needs to generate sufficient revenue from its existing and new apps to offset its ongoing development, marketing, and other operating expenses.

The success of its apps depends in part on unpredictable and volatile factors beyond its control including user preferences, competing apps, new third-party platforms, and the availability of other entertainment experiences. If its apps do not meet user expectations or if they are not brought to market in a timely and effective manner, its business and results of operations could be adversely affected.

In addition, its ability to successfully launch apps and their ability to achieve commercial success will depend in part on its ability to:

| ● | effectively market its apps to existing and new users;
| ● | achieve a positive return on investment from its marketing and user acquisition costs or achieve organic, non-paid user growth;

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| ● | adapt to changing trends, user preferences, new technologies, and new feature sets for mobile and other devices, including determining whether to invest in development for any new technologies, and achieve a positive return on the costs associated with such adaptation;
| ● | continue to adapt mobile app feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth, and varying processing power and screen sizes;
| ● | achieve and maintain successful user engagement and effectively monetize its apps;
| ● | develop mobile games that can build upon or become franchise games and expand and enhance its mobile games after their initial releases;
| ● | continue to attract publishers to advertise on its apps;
| ● | work with third-party platforms and obtain opportunities to feature its apps to their audience;
| ● | compete successfully against a large and growing number of competitors;
| ● | accurately forecast the timing and expense of its operations, including mobile app and feature development, marketing, and user acquisition;
| ● | minimize and quickly resolve bugs or outages; and
| ● | retain and motivate talented and experienced developers and other key personnel

These and other uncertainties make it difficult to know whether it will succeed in continuing to develop and launch new apps. Further, casual games, which are the part of the mobile app market Core Gaming focuses on, has a relatively short lifespan, which means it needs to be constantly innovating and updating its gaming apps and/or introducing new ones

If Core Gaming fails to retain existing users or add new users cost-effectively, or if its users decrease their level of engagement with its apps, its business, financial condition, and results of operations could be adversely affected.

The size of its user base and the level of user engagement with its apps are critical to its success. Its results of operations have been and will continue to be significantly determined by its success in acquiring and engaging app users, which drives the amount of advertising it can place and the rates that advertising clients will pay for such ad placements. It expects that the number of its app users may fluctuate or decline in one or more markets from time to time, particularly in markets where it has achieved higher penetration rates. In addition, if people do not perceive its apps as useful or entertaining, it may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement, which could harm its revenue. A number of mobile apps that achieved early popularity have since seen their user bases or user engagement levels decline. There is no guarantee that it will not experience a similar erosion of its app users or user engagement levels. Any number of factors can adversely affect user growth and engagement, including if:

| ● | users increasingly engage with mobile apps offered by competitors or mobile apps in categories other than those of its apps;
| ● | it fails to introduce new apps or features that users find engaging or that achieve a high level of market acceptance or it introduces new apps, or make changes to existing apps, that are not favorably received;
| ● | users feel that their experience is diminished as a result of the decisions it makes with respect to the frequency, prominence, format, size, and quality of advertisements that it displays;
| ● | users have difficulty installing, updating, or otherwise accessing its apps as a result of actions by it or third parties;

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| ● | it is unable to continue to develop apps that work with a variety of mobile operating systems and networks; and
| ● | concerns emerge among its user and potential user base about the quality of its apps, its data practices or concerns related to privacy and sharing of personal information and other user data, safety, security, or other factors.

Additionally, it expects that it will become increasingly difficult and more expensive for it to acquire users for its apps for a variety of reasons, including the increasingly competitive nature of the mobile app industry and the significant amount of time and attention users are dedicating to competing entertainment options. If its competitors increase their user acquisition spending, it could experience higher costs per an install for its apps, which would adversely affect its margins and profit. Furthermore, its spending on user acquisition is based on certain assumptions about their projected behavior, particularly for new apps for which it does not have similar apps in its portfolio to aid it in its modeling efforts. If Core Gaming is unable to grow its user base and increase its user engagement levels, or unable to do so cost effectively, its business, financial condition, and results of operations could be adversely affected.

Core Gaming is highly dependent on Newbyera’s former parent company to provide it with labor and back-office operations, and any disruption to the provision of such outsourced services could materially and adversely affect its business, financial condition, and results of operations.

Pursuant to a Labor Service Contract on Dispatch and Employment between Moremo and Newbyera, it relies on contractors provided through Moremo to conduct much of its operations. Core Gaming also relies on Moremo for administrative services pursuant to an Outsourcing Service Contract between Newbyera and Moremo. Its dependence on Moremo presents a number of risks that could materially and adversely affect its business, financial condition, and results of operations.

While its agreements with Moremo provide Moremo only limited termination rights, primarily for non-payment, this does not guarantee that it will continue to receive services from Moremo, nor from the contractors that it has retained both on an ongoing and ad-hoc basis through its arrangement with Moremo. Core Gaming primarily relies on highly skilled, technically trained and creative contractors retained through Moremo to run its business and develop new technologies and create innovative games. Such employees, particularly game designers, engineers and project managers with desirable skill sets, are in high demand and would be difficult to replace if it loses a significant number of them due to the termination of its agreement with Moremo or otherwise (such as if Moremo was no longer able to retain a sufficient number of contractors on its behalf). The loss of such contract personnel could cause it to experience material interruptions in product development, delays in bringing new games to market, difficulties in its relationships with customers, and the inability to successfully serve ads and to increase or maintain its revenue as a result, and could otherwise adversely affect its business and prospects.

In addition, while it might be able to retain other service providers to replace Moremo should its agreements with them be terminated or they otherwise cease providing services to it under these agreements, there is no guarantee that it could do so, or that it could do so on terms equally favorable to it as those in its agreements with Moremo. Further, its business operations would be disrupted, potentially materially, while it was in the process of retaining new service providers, which could have a material adverse impact on its business, reputation, prospects, results of operation and financial condition.

While Newbyera has a contractual right to supervise the personnel contracted through Moremo, it has less control over and oversight of the work performed by contractors than it would if the work were performed by its own employees. There could be instances where these independent contractors fail to comply with applicable law or with its policies and procedures. For example, new mobile games may not be developed on time, or there could be a delay in the learning of problems or errors and thus a delay in its response to those issues. If any such delays, problems or errors were to occur, or any of these independent contractors violated applicable law with respect to the work they do for it, it could materially and adversely affect its business, reputation and prospects as well as its revenue, financial condition and cash flow. In addition, it is possible that it could be held civilly or criminally accountable based on vicarious liability because of the actions of its independent contractors or if Moremo does not comply with applicable law, particularly applicable employment laws, in connection with its provision of services to it even though Moremo has indemnified it for losses it incurs on account of its actions or inactions.

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Finally, laws and regulations relating to the use of contractors may vary in the jurisdictions in which it operates. These contractors could be deemed employees of Newbyera despite its outsourcing arrangements, or changes in legal and regulatory restrictions could impact its ability to use contractors in the future.

Core Gaming has entered into strategic partnerships with mobile gaming developers, and a failure to maintain such relationships may harm its ability to launch new apps as well as its brand and reputation.

From time to time, it has entered into strategic partnerships with mobile gaming studios. Core Gaming has historically allowed these studios to continue their operations with a degree of autonomy. In certain of these transactions, it has bought games from such studios and entered into development agreements whereby such studios provide it support in developing and improving games and grant it a right of first refusal with respect to future games. These agreements typically have a fixed term, after which the studios may choose not to continue working with it. Any deterioration in its relationship with these studios may harm its ability to monetize the games it co-develops and launches and future mobile games that it co-develops with these studios and may lead to such studios choosing not to renew their agreements with it. Further, if such a studio becomes dissatisfied with it, its brand and reputation may be harmed and it may have more difficulty entering into similar agreements in the future. Additionally, international studios with whom it enters into such partnerships may be located in areas with less certain legal and regulatory regimes or more potential risks, which may increase its costs to maintain such strategic partnership. If it are unable to maintain any of these partnerships, it may be required to invest significant resources in expanding its development program or entering into agreements with additional mobile gaming studios in order to continue producing the same volume and quality of apps, and its business, financial condition, and results of operations could be adversely affected.

Core Gaming relies on third-party platforms to distribute its apps and collect revenue, and if its ability to do so is harmed, or such third-party platforms change their policies in such a way that restricts its business, increases its expenses, or limits the information it derives from its apps, its business, financial condition, and results of operations could be adversely affected.

The mobile app industry depends in part on a relatively small number of third-party distribution platforms, such as the Apple App Store, the Google Play Store, and Meta, some of which are direct competitors. It derives significant revenue from the distribution of its apps through these third- party platforms. it is subject to the standard policies and terms of service of such third-party platforms, which generally govern the promotion, distribution, content, and operation of applications on such platforms. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to it and other mobile app companies, and those changes may be unfavorable to it. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how mobile apps are labeled or are able to advertise on its platform, change how the personal information of its users is made available to developers on its platform, limit the use of personal information for advertising purposes, restrict how users can share information on its platform or across platforms, or significantly increase the level of compliance or requirements necessary to use its platform. It relies in part on IDFA to provide it with data that helps it better market and monetize apps.

If it violates, or a distribution platform provider believes that it has violated, a distribution platform’s terms of service, or if there is any change or deterioration in its relationship with such a distribution provider, that platform provider could limit or discontinue its access to its platform. If one of its distribution platform partners were to limit or discontinue the distribution of its apps on their platform, it could adversely affect its business, financial condition, and results of operations.

It also relies on the continued popularity, user adoption, and functionality of third-party platforms. In the past, some of these platform providers have been unavailable for short periods of time. In addition, third-party platforms also impose certain file size limitations, which may limit the ability of users to download some of its larger apps in over-the-air updates. Aside from these over-the-air file size limitations, a larger game file size could cause users to delete its mobile games once the file size grows beyond the capacity of their devices’ storage limitations or could reduce the number of downloads of these mobile games.

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If issues arise with third-party platforms that impact the visibility or availability of its apps, its users’ ability to access its apps or its ability to monetize its apps, or otherwise impact the design or effectiveness of its business, financial condition, and results of operations could be adversely affected.

Its revenue has been concentrated in various ways and the loss of, or a significant reduction in, any such revenue source, or its failure to successfully expand and diversify its revenue sources could adversely affect its business, financial condition, and results of operations.

Core Gaming has historically experienced revenue concentration with respect to certain apps and the in-app advertising portion of its business. Its future success depends, in part, on launching and successfully monetizing additional apps and on establishing and maintaining successful relationships with a diverse set of clients. While its apps consist of hundreds of mobile games, currently a limited number of those are responsible for a significant portion of its revenue. The loss or failure to continuously monetize one of these apps could have a significant impact on its results of operations. Similarly, its future success depends, in part, on its ability to successfully develop and monetize additional mobile games and other mobile apps. If it is unable to successfully launch new apps, its reliance on a limited number of apps may increase.

More generally, it faces concentration risk in that its apps operate primarily in the mobile app industry and specifically mobile gaming. As such, its business depends, in part, on the continued health and growth of these industries. Further, a significant amount of its total revenue is derived through a limited number of third-party distribution platforms, such as the Apple App Store, the Google Play Store, and Facebook.

Core Gaming has experienced recent rapid growth, which may not be indicative of its future growth. It may be unable to effectively manage the growth of its business, which could adversely affect its business, financial condition, and results of operations.

Core Gaming’s growth until now should not be relied upon as an indication of its future performance, as it may not be able to sustain its growth rate in the future. Even if its revenue continues to increase, it expects that its revenue growth rate may decline in the future as a result of a variety of factors, including because of more difficult comparisons to prior periods and the saturation of the market. The overall growth of its revenue depends in part on its ability to execute on its business plans.

Additionally, the growth and expansion of its business has placed and continues to place a significant strain on its management, operations, financial infrastructure, and corporate culture. Its future success depends in part on its ability to manage this expanded business. If not managed effectively, this growth could result in the over-extension of its management systems and information technology systems and its internal controls and procedures may not be adequate to support this growth. Failure to adequately manage its growth in any of these ways may cause damage to its brand and reputation and adversely

Core Gaming’s international operations are subject to increased challenges and risks.

It expects to continue to expand its international operations in the future by opening new offices, entering into strategic partnerships with new international game studios, acquiring companies that may have international operations, and providing its apps in additional countries and languages. Expanding its international operations may subject it to risks associated with:

| ● | recruiting and retaining talented and capable management and employees in foreign countries;
| ● | the diversion of senior management attention;
| ● | challenges caused by distance, language, and cultural differences;
| ● | developing and customizing apps that appeal to the tastes and preferences of users in international markets;
| ● | the inability to offer certain services or apps in certain foreign countries;

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| ● | competition from local mobile app developers with intellectual property rights and significant market share in those markets and with a better understanding of user preferences;
| ● | utilizing, protecting, defending, and enforcing its intellectual property rights;
| ● | negotiating agreements with local distribution platforms that are sufficiently economically beneficial to it and protective of its rights;
| ● | the inability to extend proprietary rights in its brand, content, or technology into new jurisdictions;
| ● | implementing alternative payment methods for features and virtual goods in a manner that complies with local laws and practices and protects it from fraud;
| ● | compliance with applicable foreign laws and regulations, including anti-bribery laws, privacy laws, and laws relating to content and consumer protection;
| ● | credit risk and higher levels of payment fraud;
| ● | currency exchange rate fluctuations;
| ● | protectionist laws and business practices that favor local businesses in certain countries;
| ● | double taxation of its international earnings and potentially adverse tax consequences due to changes in the tax laws in the United States or the foreign jurisdictions in which it operates;
| ● | political, economic, and social instability, such as the conflict in Ukraine and its impacts on the region and the regional and global economy;
| ● | public health crises, such as the COVID-19 pandemic, that can result in varying impacts to its employees, clients, users, app developers, and business partners internationally;
| ● | higher costs associated with doing business internationally, including costs related to local advisors;
| ● | export or import regulations; and
| ● | trade and tariff restrictions.

Its ability to successfully gain market acceptance in any particular international market is uncertain and, in the past, it has experienced difficulties and has not been successful in all the countries it has entered. If it is unable to continue to expand internationally or manage the complexity of its global operations successfully, its business, financial condition, and results of operations could be adversely affected.

Its business is subject to economic, market, public health, and geopolitical conditions as well as to natural disasters beyond its control.

Its revenue is driven in part by discretionary consumer spending habits and preferences, and by advertising spending patterns. Historically, consumer purchasing and advertising spending have each declined during economic downturns and periods of uncertainty regarding future economic prospects or when disposable income or consumer lending is lower. General macroeconomic conditions, such as a recession or economic slowdown in the United States or internationally, including those resulting from public health crises and geopolitical issues, could create uncertainty and adversely affect discretionary consumer spending habits and preferences as well as advertising spending. Uncertain economic conditions may also adversely affect its clients. As a result, it may be unable to continue to grow in the event of future economic slowdowns. Core Gaming is particularly susceptible to market conditions and risks associated with the mobile app industry, which also include the popularity, price, and timing of its apps, changes in user demographics, the availability and popularity of other forms of entertainment, and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.

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Core Gaming anticipates incurring higher operating expenses in the future, and it may not be able to achieve or maintain its profitability in any given period. If it cannot achieve or maintain its profitability, its business could be adversely affected.

Although it has been profitable on an IFRS basis and had positive cash flow from operations in certain prior periods, it may not always achieve sufficient revenue or manage its expenses in order to achieve positive cash flow from operations or profitability in any given period. Its operating expenses may continue to rise as it implements additional initiatives designed to increase revenue, potentially including: developing its technologies and BI platform; launching apps; strategic acquisitions and partnerships; client and user acquisition spending; international expansion; hiring employees or entering into additional contractor arrangements; and taking other steps to strengthen and grow its company. Core Gaming is likely to recognize costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than it expects. Core Gaming also anticipates that the costs of acquiring new clients and mobile app users, and otherwise marketing its offerings and apps, will continue to rise. Further, it may continue to incur significant costs in connection with strategic acquisitions and partnerships, which costs may increase or become more concentrated to the extent that it enters into larger transactions. If it is not able to maintain positive cash flow in the long term, it may require additional financing, which may not be available on favorable terms or at all, and that may be dilutive to its stockholders. If it is unable to generate adequate revenue growth and manage its expenses, it may incur significant losses in the future and may not be able to maintain positive cash flow from operations or profitability.

Core Gaming generally does not have long-term agreements with its clients.

Its clients are not required to enter into long-term agreements with it and may choose to stop using its advertising publishing services at any time. For example, its advertising agreements can be executed in as little as one day and can be terminated for convenience on two days’ notice. In order to continue to grow this part of its business, it must consistently provide offerings that clients see as valuable and choose to use. If it fails to maintain its relationships with its clients, or if the terms of these relationships become less favorable to it, its results of operations would be harmed. Additionally, as certain of its clients are also its competitors, these clients may choose to invest in their own offerings rather than continue to use its offerings. Any failure to maintain its relationships with its clients could adversely affect its business, financial condition, and results of operations.

If its apps do not meet user expectations, or contain objectionable content, its reputation, business, financial condition, and results of operations could be adversely affected.

Expectations regarding the quality, performance, and integrity of its apps are high. It must continually adapt to changing user preferences including the popularity of various game categories and styles of play. Users may be critical of its apps, business models, or business practices for a wide variety of reasons, including perceptions about gameplay, fairness, game content, features, or services. Independent industry analysts may publish reviews of its apps from time to time, as well as those of its competitors, and perception of its apps in the marketplace may be significantly influenced by these reviews. Core Gaming has no control over what users or these industry analysts report. If users and industry analysts negatively respond to its apps or changes that it makes to its apps, or provide negative reviews of its apps, its reputation, business, financial condition, and results of operations could be adversely affected.

Further, despite reasonable precautions, some users may be offended by certain mobile app content, advertisements displayed in its apps or by the treatment of other users. For example, if users believe that an advertisement displayed in one of its apps contains objectionable content, it could experience damage to its brand and reputation and users could refuse to continue to engage with such app and pressure platform providers to remove the app from their platforms. While such content may violate its terms and it may subsequently remove it, its brand and reputation may nonetheless be harmed and its clients may become dissatisfied with its services. Furthermore, steps that it may take in response to such instances, such as temporarily or permanently shutting off access of a user to its apps, could adversely affect its business and results of operations. Any failure to meet user expectations or provide its apps without objectionable content could adversely affect its reputation, business, financial condition, and results of operations.

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The proliferation of “cheating” programs and scam offers that seek to exploit its mobile games and users may adversely affect game-playing experiences and lead users to stop playing its mobile games. Its failure to maintain adequate customer support may enhance these risks.

Its users rely on its customer support organization to resolve any issues relating to its mobile games. Customer support is important for satisfying user expectations regarding the quality, performance, and integrity of its mobile games. It currently has limited customer support operations. If it does not effectively train, supplement, and manage its customer support organization to assist its users, and if that support organization does not succeed in helping users quickly resolve issues or provide effective ongoing support, it could experience decreased user engagement and harm to its reputation with potential new users.

Additionally, unrelated third parties have developed, and may continue to develop, “cheating” programs that enable users to exploit vulnerabilities in its mobile games, play them in an automated way, collude to alter the intended game play, or obtain unfair advantages over other users who do play fairly. These programs harm the experience of users who play fairly and may disrupt the virtual economies of its mobile games. In addition, unrelated third parties have attempted to scam its users with fake offers for virtual goods or other game benefits. These unauthorized or fraudulent transactions are usually arranged on third-party websites and the virtual goods offered may have been obtained through unauthorized means, such as exploiting vulnerabilities in its mobile games, or may be fraudulent offers. It does not generate any revenue from these transactions. These unauthorized purchases and sales from third-party sellers could impede its revenue and profit growth.

There can be no assurance that its customer support and other efforts to detect, prevent, or minimize these unauthorized or fraudulent transactions will be successful, that these actions will not increase over time or that its customer support efforts will be successful in resolving user issues. Any failure to maintain adequate customer support or success of third-party cheating programs or scams may negatively affect game-playing experiences and lead users to stop playing its mobile games, which could adversely affect its business, financial condition, and results of operations.

It is highly dependent on Newbyera’s former parent company to provide it with labor and back-office operations, and any disruption to the provision of such outsourced services could materially and adversely affect its business, financial condition, and results of operations.

Pursuant to a Labor Service Contract on Dispatch and Employment between Moremo and Newbyera, it relies on contractors provided through Moremo to conduct much of its operations. It also relies on Moremo for administrative services pursuant to an Outsourcing Service Contract between Newbyera and Moremo. Its dependence on Moremo presents a number of risks that could materially and adversely affect its business, financial condition, and results of operations.

While its agreements with Moremo provide Moremo only limited termination rights, primarily for non-payment, this does not guarantee that it will continue to receive services from Moremo, nor from the contractors that it has retained both on an ongoing and ad-hoc basis through its arrangement with Moremo. Core Gaming primarily relies on highly skilled, technically trained and creative contractors retained through Moremo to run its business and develop new technologies and create innovative games. Such employees, particularly game designers, engineers and project managers with desirable skill sets, are in high demand and would be difficult to replace if it lost a significant number of them due to the termination of its agreement with Moremo or otherwise (such as if Moremo was no longer able to retain a sufficient number of contractors on its behalf). The loss of such contract personnel could cause it to experience material interruptions in product development, delays in bringing new games to market, difficulties in its relationships with customers, and the inability to successfully serve ads and to increase or maintain its revenue as a result, and could otherwise adversely affect its business and prospects.

In addition, while Core Gaming might be able to retain other service providers to replace Moremo should its agreements with them be terminated or they otherwise cease providing services to it under these agreements, there is no guarantee that it could do so, or that it could do so on terms equally favorable to it as those in its agreements with Moremo. Further, its business operations would be disrupted, potentially materially, while it was in the process of retaining new service providers, which could have a material adverse impact on its business, reputation, prospects, results of operation and financial condition.

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While Newbyera has a contractual right to supervise the personnel contracted through Moremo, it has less control over and oversight of the work performed by contactors than it would if the work were performed by its own employees. There could be instances where these independent contractors fail to comply with applicable law or with its policies and procedures. For example, new mobile games may not be developed on time, or there could be a delay in the learning of problems or errors and thus a delay in its response to those issues. If any such delays, problems or errors were to occur, or any of these independent contractors violated applicable law with respect to the work they do for it, it could materially and adversely affect its business, reputation and prospects as well as its revenue, financial condition and cash flow. In addition, it is possible that it could be held civilly or criminally accountable based on vicarious liability because of the actions of its independent contractors or if Moremo does not comply with applicable law, particularly applicable employment laws, in connection with its provision of services to it even though Moremo has indemnified it for losses it incurs on account of its actions or inactions.

Finally, laws and regulations relating to the use of contractors may vary in the jurisdictions in which it operates. These contractors could be deemed employees of Newbyera despite its outsourcing arrangements, or changes in legal and regulatory restrictions could impact its ability to use contractors in the future.

Risks Related to Core Gaming’s Legal and Regulatory Matters

Core Gaming is subject to laws and regulations concerning privacy, information security, data protection, consumer protection, advertising, tracking, targeting, and protection of minors, and these laws and regulations are continually evolving. Its actual or perceived failure to comply with these laws and regulations could adversely affect its business, financial condition, and results of operations.

Core Gaming receives, stores, and processes personal information and other data and it enables its users to share their personal information with each other and with third parties, including within its apps. There are numerous federal, state, and local laws around the world regarding privacy and the collection, storing, sharing, use, processing, disclosure, deletion, and protection of personal information and other data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules.

Various government and consumer agencies have called for new regulation and changes in industry practices and are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. For example, the GDPR, which became effective in May 2018, created new individual privacy rights and imposed worldwide obligations on companies processing personal data of European Union (“EU”) users, which created a greater compliance burden for companies with European users, and subjects violators to substantial monetary penalties. The United Kingdom has implemented legislation that substantially implements the GDPR and which also provides for substantial monetary penalties. In June 2021, the European Commission announced a decision of “adequacy” concluding that the United Kingdom ensures an equivalent level of data protection to the GDPR, which provides some relief regarding the legality of continued personal data flows from the European Economic Area to the United Kingdom. Such adequacy decision must, however, be renewed after four years and may be modified or revoked in the interim. Core Gaming cannot fully predict how United Kingdom data protection laws or regulations may develop in the medium to longer term, nor the effects of divergent laws and guidance regarding how data transfers to and from the United Kingdom will be regulated,

Another example is the State of California’s passage of the CCPA, which went into effect in 2020 and created new privacy rights for users residing in the state, including a private right of action for data breaches. The California Privacy Rights Act (“CPRA”) went into effect on January 1, 2023, and significantly modified the CCPA, resulting in further uncertainty and requiring it to incur additional costs and expenses in an effort to comply. Additionally, other states are considering, and in some cases have enacted, comprehensive privacy legislation, some of which provide for private rights of action, which may increase the likelihood of class action litigation that could also adversely affect its reputation, business, financial condition, and results of operations. For example, several states in the U.S. have proposed or enacted laws that contain obligations similar to the CCPA and CPRA that have taken effect or will take effect in coming years. The U.S. federal government is also contemplating federal privacy legislation. Its efforts to comply with existing and future legal requirements has required it and will continue to require it to devote significant operational resources and incur significant expenses. Its privacy and data protection compliance and oversight efforts will require significant time and attention from its management and board of directors.

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Further, children’s privacy has been a focus of recent enforcement activities and subjects its business to potential liability that could adversely affect its business, financial condition, or operating results. Enforcement of COPPA, which requires companies to obtain parental consent before collecting personal information from children known to be under the age of 13or from child-directed websites or online services, has increased in recent years. In addition, the GDPR prohibits certain processing of the personal information of children under the age of 13 to 16 (depending on jurisdiction) without parental consent where consent is used as the lawful basis for processing that personal information. The CCPA, as amended and supplemented by the CPRA, requires companies to obtain the consent of children in California under the age of 16 (or parental consent for children under the age of 13) before selling their personal information. There also may be various laws, regulations, industry standards, codes of conduct, or other actual or asserted obligations relating to children’s privacy to which it may be, or be asserted to be, subject, or that may otherwise impact its business and operations. For example, the United Kingdom’s Age Appropriate Design Code (“AADC”) is one such regulatory framework that has been adopted in the United Kingdom that focuses on online safety and protection of children’s privacy online, and similar frameworks are being considered for adoption in other jurisdictions. California also has enacted the California Age-Appropriate Design Code Act (“ADCA”), which will take effect on July 1, 2024. The ADCA implements into law certain principles taken from the AADC, among other things, and imposes substantial new obligations upon companies that offer online services, products, or features “likely to be accessed” by children, defined under the ADCA as anyone under 18 years of age. Although it takes reasonable efforts to comply with these laws and regulations, it may in the future face claims under COPPA, the GDPR, the CCPA, the CRPA, or other laws, regulations, or other actual or asserted obligations relating to children’s privacy.

All of its mobile games are subject to privacy policies and terms of service located in application storefronts, within its mobile games, and on its respective websites. Core Gaming endeavors to comply with industry standards and is subject to the terms of its privacy-related obligations and commitments to users and third parties. Core Gaming strives to comply with all applicable laws, policies, legal obligations, and certain industry codes of conduct relating to privacy and data protection, to the extent reasonably possible. It is possible, however, that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or its practices. It is also possible that new laws, policies, legal obligations, or industry codes of conduct may be passed, or existing laws, policies, legal obligations, or industry codes of conduct may be interpreted in such a way that could prevent it from being able to offer services to citizens of a certain jurisdiction or may make it costlier or more difficult for it to do so. Any failure or perceived failure by it to comply with its terms of service or privacy policy, or with applicable laws, regulations, or legal, contractual, or other actual or asserted obligations to users or third parties, concerning privacy, information security, data protection, consumer protection, or protection of minors, or its privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions or other proceedings, claims, demands, and litigation by private parties, or public statements against it by consumer advocacy groups or others and could cause its users to lose trust in it, which could adversely affect its business, financial condition, or results of operations. Additionally, if third parties it works with, such as users, co-developers, vendors, or service providers, violate applicable laws or its policies, such violations may also put its users’ information at risk and could in turn adversely affect its reputation, business, financial condition, and results of operations.

Its business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, which could subject it to claims or otherwise adversely affect its business, financial condition, and results of operations.

Core Gaming is subject to a variety of laws in the United States and abroad that affect its business, including state and federal laws regarding consumer protection, electronic marketing, protection of minors, data protection, and privacy, competition, taxation, intellectual property, money transmission, money laundering, investment screening, export, and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to it are often uncertain and may be conflicting, particularly laws outside the United States. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with its current practices and which could adversely affect its business. As its business and service offerings grow and evolve and its apps are used in a greater number of countries, it may also become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that it is required to comply with their laws and regulations. The regulation of AI technologies is a relatively new and evolving area of law which it may be subject to as some of the tools it uses to develop and co-develop its apps incorporate AI technologies, and as it continues to explore the use of AI in its future offerings, including its apps. For example, in the EU, the EU Artificial Intelligence Act, once enacted, will impose a regulatory framework for companies’ development and use of AI systems. Beyond the EU and U.S., more than 37 countries have proposed AI-related legal frameworks. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with its current practices and that could adversely affect its business.

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With respect to its apps, it is potentially subject to a number of foreign and domestic laws and regulations that affect the offering of certain types of content, many of which are ambiguous or still evolving and could be interpreted in ways that could adversely affect its business or expose it to liability. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm its reputation or otherwise impact the growth of its business. It is difficult to predict how existing or new laws may be applied to these or similar game mechanics or genres. Further, laws or regulations may vary significantly across jurisdictions.

Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as Core Gaming that conduct business through the internet and mobile devices. For example, China implemented a policy in September 2021 that restricts online gaming for those under age 18 to one hits in the evening on Fridays, weekends, and public holidays. Core Gaming anticipates that scrutiny and regulation of its industry will increase and it will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the labeling of free-to-play mobile games, or the regulation of currency, banking institutions, unclaimed property or money transmission, may be interpreted to cover its mobile games and the virtual currency, goods, or payments that it receives. Core Gaming may also expand into new business opportunities that subject it to additional laws and regulations. As such, it may be required to seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on it meeting certain capital and other requirements and it may be subject to additional regulation and oversight, all of which could significantly increase its operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of the mobile app industry. Any costs that it incurs as a result of adapting to laws and regulations, or as a result of liability in connection therewith, could adversely affect its business, financial condition, and results of operations.

The development and use of AI in its business, combined with an uncertain regulatory environment, may adversely affect its business, reputation, financial condition or results of operations.

Core Gaming uses AI technologies in its business, and is investing in the expansion of its AI capabilities, including possibly generative AI. These technologies are complex and rapidly evolving. The introduction of AI technologies into new or existing products may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality, privacy, data protection, or security risks, ethical concerns, or other complications that could adversely affect its business, reputation, financial condition or results of operations. The impact of AI technology on intellectual property ownership and licensing rights, including copyright, has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use of third-party AI technologies in connection with its products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation. AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed. Its customers or others may rely on or use this flawed content to their detriment, which may expose it to brand or reputational harm, competitive harm, and/or legal liability.

Core Gaming is subject to the Foreign Corrupt Practices Act, and similar anti-corruption and anti- bribery laws, and non-compliance with such laws could subject it to criminal penalties or significant fines and adversely affect its business and reputation.

Core Gaming is subject to the Foreign Corrupt Practices Act (the “FCPA”) and similar anti-corruption and anti-bribery laws applicable in the jurisdictions in which it conducts business. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years, are interpreted broadly and prohibit companies, their employees, and third party business partners, representatives, and agents from promising, authorizing, making or offering improper payments or other benefits, directly or indirectly, to government officials and others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. As it continues to expand its business internationally, its risks under these laws increase.

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Core Gaming and its third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and it may be held liable for the corrupt or other illegal activities of its employees, third-party business partners, representatives, and agents, even if it does not explicitly authorize such activities. These laws also require that it keeps accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While it has policies and procedures to address compliance with such laws, Core Gaming cannot assure you/us that its employees, third-party business partners, representatives, and agents will not take actions in violation of its policies or applicable law, for which it may be ultimately held responsible and its exposure for violating these laws increases as its international presence expands and as it increase sales and operations in foreign jurisdictions.

Any violation of the FCPA or other applicable anti-corruption laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, suspension or disbarment from U.S. government contracts, substantial diversion of management’s attention, significant legal fees and fines, severe criminal or civil sanctions against it, its officers, or its employees, disgorgement of profits, other sanctions and remedial measures, and prohibitions on the conduct of its business, any of which could adversely affect its reputation, business, financial condition, and results of operations.

Core Gaming is subject to governmental export controls and economic sanctions laws that could impair its ability to compete in global markets or subject it to liability if it violates the controls.

Its apps may be subject to U.S. export controls. Exports of its products and the underlying technology may require export authorizations, including by license, a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report, as applicable.

Furthermore, its activities are subject to U.S. economic sanctions laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control that prohibit the shipment of most technologies to embargoed jurisdictions or sanctioned parties without the required export authorizations. If it needs to obtain any necessary export license or other authorization for a particular sale, the process may be time-consuming and may result in the delay or loss of opportunities to sell its products.

It takes precautions to prevent its products and the underlying technology from being provided, deployed or used in violation of export control and sanctions laws, including implementation of IP address blocking and sanctioned person screening, and are in the process of further enhancing its policies and procedures relating to export control and sanctions compliance. It cannot assure you, however, that its policies and procedures relating to export control and sanctions compliance will prevent violations in the future by it or its partners or agents. If it is found to be in violation of U.S. sanctions or export control regulations, including failure to obtain appropriate import, export, or re-export licenses or permits, it can result in significant penalties and government investigations, as well as reputational harm and loss of business. Knowing and willful violations can result in possible incarceration for responsible employees and managers.

In addition to the United States, various other countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit its ability to distribute its apps. Changes in its apps or future changes in export and import regulations may create delays in the introduction of new apps and the underlying technology in international markets, prevent its clients with global operations from deploying its products globally, or, in some cases, prevent the export or import of its apps to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology.

Its growth strategy includes further expanding its operations and client and user base in international markets and acquiring companies that may operate in countries where it does not already do business. Such acquisitions may subject it to additional or expanded export regulations. Further, any change in export or import regulations or controls, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of its products by, or in its decreased ability to export or offer its services to, existing or potential clients with global operations. Any decreased use of its apps or services or limitation on its ability to export or sell its apps and services in major international markets could adversely affect its business, financial condition, and results of operations.

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Core Gaming may require additional capital to meet its financial obligations and support business growth, and this capital may not be available on acceptable terms or at all.

Core Gaming intends to continue to make significant investments to support its business growth and may require additional funds to respond to business challenges, including the need to continue to develop its technologies and BI platform, enhance its existing apps and develop new apps and features, improve its operating infrastructure, or enter into strategic acquisitions and other business relationships. Accordingly, it may need to engage in equity, equity-linked, or debt financings to secure additional funds. If it raises additional funds through future issuances of equity or convertible debt securities, its existing stockholders could experience significant dilution, and any new equity securities it issues could have rights, preferences, and privileges superior to those of holders of its common shares. Any debt financing that it secures in the future could involve offering additional security interests and undertaking restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for it to obtain additional capital and to pursue business opportunities. It may not be able to obtain additional financing on terms favorable to it, if at all. Additionally, if it seeks to access additional capital or increase its borrowing, there can be no assurance that financing and credit may be available on favorable terms, if at all. If it is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to support its business growth and to respond to business challenges could be significantly impaired, and its business, financial condition, or results of operations could be adversely affected.

Changes in tax laws or tax rulings could adversely affect its effective tax rates, business, financial condition, and results of operations.

The tax regimes it is subject to or operate under are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could cause it to be subject to additional income-based taxes and non-income taxes (such as payroll, sales, use, value added, digital, net worth, property, and goods and services taxes), which in turn could adversely affect its financial condition and results of operations. For example, in December 2017, the U.S. federal government enacted the tax reform legislation known as the Tax Cuts and Jobs Act (the 2017 Tax Act). The 2017 Tax Act significantly changed the existing U.S. corporate income tax laws by, among other things, lowering the U.S. corporate tax rate, implementing a partially territorial tax system, and imposing a one-time deemed repatriation tax on certain post-1986 foreign earnings. In addition, beginning in 2022, the Tax Act will require U.S. research and experimental expenditures to be capitalized and amortized ratably over a five-year period. Any such expenditures attributable to research conducted outside the U.S. must be capitalized and amortized over a 15-year period. Furthermore, many countries in the EU, as well as a number of other countries and organizations such as the Organisation for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact its tax obligations. Some of these or other new rules could result in double taxation of its international earnings. Any significant changes to its future effective tax rate could adversely affect its business, financial condition, and results of operations.

Core Gaming may have exposure to greater than anticipated tax liabilities.

Its income tax obligations are based in part on its corporate operating structure and intercompany arrangements, including the manner in which it develops, values, manages, and uses its intellectual property and the valuation of its intercompany transactions. The tax laws applicable to its business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue. Its existing corporate structure and intercompany arrangements have been implemented in a manner it believes is in compliance with current prevailing tax laws. The taxing authorities of the jurisdictions in which it operates, however, may challenge its methodologies for valuing developed technology or intercompany arrangements, which could impact its worldwide effective tax rate and adversely affect its financial condition and results of operations. Moreover, changes to its corporate structure, including through acquisitions, could impact its worldwide effective tax rate and adversely affect its business, financial condition, and results of operations.

Significant judgment is required in evaluating its tax positions and its worldwide provision for (benefit from) taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. Its tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations, including those relating to income tax nexus, by its earnings being lower than anticipated in jurisdictions where it has lower statutory rates and higher than anticipated in jurisdictions where it has higher statutory rates, by challenges to its intercompany relationships and transfer pricing arrangements. The relevant taxing authorities may disagree with its determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and its position were not sustained, it could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of its business, with some changes possibly affecting its tax obligations in future or past years. It believes that its financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.

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If Core Gaming is found liable for content that is distributed through or advertising that is served through its apps, its business could be adversely affected.

As a distributor of content, it faces potential liability for negligence, copyright, patent or trademark infringement, public performance royalties, or other claims based on the nature and content of materials that it distributes. The Digital Millennium Copyright Act (the “DMCA”) is intended, in part, to limit the liability of eligible service providers for caching, hosting, or linking to user content that includes materials that infringe copyrights or other rights. It relies on the protections provided by the DMCA in conducting its business.

However, the DMCA and similar statutes and doctrines that it may rely on in the future are subject to uncertain judicial interpretation and regulatory and legislative amendments. Future regulatory or legislative changes may ultimately require it to take a more active approach towards content moderation, which could diminish the depth, breadth, and variety of content it offers and, in so doing, reduces its revenue. Moreover, the DMCA provides protections primarily in the United States. If the rules around these statutes and doctrines change, if international jurisdictions refuse to apply similar protections, or if a court were to disagree with its application of those rules to its business, it could incur liability and its business could be adversely affected. If it becomes liable for these types of claims as a result of the content that is included in its apps or the advertisements that are served in its apps, then its business may be adversely affected. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could adversely affect its business. Its insurance may not be adequate to cover these types of claims or any liability that may be imposed on it

Legal or regulatory proceedings and settlements could cause it to incur additional expenses or otherwise adversely affect its business, financial condition, and results of operations.

Core Gaming is involved in or may become involved in claims, suits, government investigations, including formal and informal inquiries from government authorities and regulators, and proceedings arising in the ordinary course of its business, including actions with respect to intellectual property claims, securities claims, privacy, data protection, or law enforcement matters, tax matters, labor and employment claims, commercial and acquisition-related claims, and other matters. Core Gaming may become the subject of investigations, inquiries, data requests, requests for information, actions, and audits in the United States and around the world, particularly in the areas of privacy, data protection, law enforcement, consumer protection, and competition, as it continues to grow and expand its operations.

Any such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal or regulatory proceedings can have an adverse impact on it because of legal costs, diversion of management and other personnel attention, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in substantial costs, civil and criminal liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing it from offering certain features, functionalities, products or services, or requiring a change in its business practices, products or technologies, which could adversely affect its reputation, business, financial condition, and results of operations.

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Risks Related to Core Gaming’s Intellectual Property

Failure to protect or enforce its proprietary and intellectual property rights or the costs involved in such enforcement could adversely affect its business, financial condition, and results of operations.

Core Gaming regards its technologies, BI platform, and apps and related source code as proprietary and relies on a variety of methods, including a combination of copyright, patent, trademark, and trade secret laws and non-disclosure agreements, to protect its proprietary rights. It views the protection of its trade secrets, copyrights, trademarks, service marks, trade dress, domain names, patents, and other product rights as critical to its success. It strives to protect its intellectual property rights by relying on federal, state, and common law rights, as well as contractual restrictions and business practices. It also regularly enters into confidentiality and invention assignment agreements with its contractors and confidentiality agreements with parties with whom it conducts business in order to limit access to, and disclosure and use of, its proprietary information. These contractual arrangements and business practices, however, may not prevent the misappropriation of its proprietary information or deter independent development of similar technologies by others.

Core Gaming owns or licenses, and pursues the registration of, copyrights, trademarks, service marks, domain names, and patents in the United States and in certain locations outside the United States. This process can be expensive and time-consuming, may not always be successful depending on local laws or other circumstances, and it also may choose not to pursue registrations in every location depending on the nature of the project to which the intellectual property rights pertain. Core Gaming may, over time, increase its investments in protecting its creative works.

Core Gaming is aware that some unauthorized copying of its apps occur, and if a significantly greater amount of unauthorized copying of its apps were to occur, it could adversely affect its business. In addition, even if authorized copying of its apps occurs, third-party platforms may not remove infringing material. It also cannot be certain that existing intellectual property laws will provide adequate protection for its products in connection with emerging technologies. As a result, its ability to fully protect its products, technologies and solutions under current and future legal regimes may be limited or impacted by future laws, regulations, interpretations or other legislative or judicial actions. Litigation may be necessary to enforce its intellectual property rights, protect its trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, and diversion of management and technical resources. If Core Gaming fails to maintain, protect, and enhance its intellectual property rights, its business, financial condition, and results of operations could be adversely affected.

Core Gaming is, and may in the future be, subject to intellectual property disputes, which are costly to defend and could require it to pay significant damages and could limit its ability to use certain technologies in the future.

From time to time, it has faced, and it may face in the future, allegations that it has infringed the trademarks, copyrights, patents, and other intellectual property rights of third parties. Intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, it may be obligated to alter its technologies or apps, in a particular geographic region or worldwide, pay royalties or significant settlement costs, purchase licenses, or develop substitutes.

Some of its development tools contain open source software, and it licenses some of its software through open source projects, which may pose particular risks to its proprietary software, products, and services in a manner that could adversely affect its business, financial condition, and results of operations.

Core Gaming uses open source software in its app creation tools and apps and expect to continue to use open source software in the future. In addition, it contributes software source code to open source projects under open source licenses or release internal software projects under open source licenses, and anticipate continuing to do so in the future. The terms of many open source licenses to which it is subject has not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on its ability to provide or distribute its products or services. Additionally, under some open source licenses, if it combines its proprietary software with open source software in a certain manner, third parties may claim ownership of, a license to, or demand release of, the open source software or derivative works that it developed using such software, which could include its proprietary source code. Such third parties may also seek to enforce the terms of the applicable open source license through litigation which, if successful, could require it to make its proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until it can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and it may not be able to complete it successfully. In addition to risks related to open source license requirements, use of certain open source software may pose greater risks than use of third-party commercial software, since open source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect its business, financial condition, and results of operations.

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Core Gaming’s ability to acquire and maintain licenses to intellectual property may affect its business, financial condition, and results of operations. Competition for these licenses may make them more expensive and increase its costs.

From time to time, it also acquires rights to third-party intellectual property. Proprietary licenses may limit its use of intellectual property to specific uses and for specific time periods, require time and attention of licensors in providing guidance and related approvals, and include other contractual obligations with which it must comply. Additionally, competition for these licenses is intense and often results in increased advances, minimum payment guarantees, and royalties to the licensor, and as such it may be unable to identify suitable licensing targets or complete licensing arrangements. If it is unable to obtain and remain in compliance with the terms of these licenses or obtain additional licenses on reasonable economic terms, its business and results of operations could be adversely affected. Further, if the mix of the games it publishes shifts toward mobile games in which it uses licensed intellectual property, or if it develops additional apps that require licensing of third-party intellectual property, its overall margins may be reduced due to royalty obligations.

In addition, many of its apps are built on proprietary source code of third parties, such as Unity Software. Unity Software offers certain solutions that may compete with its offerings. If it is unable to renew licenses to proprietary source code underlying its mobile games, or the terms and conditions of these licenses change at the time of renewal, its business, financial condition, and results of operations could be adversely affected. Core Gaming relies on third parties, including Unity Software, to maintain versions of their proprietary engines that allow it to distribute its mobile games on multiple platforms. If a third party from whom it licenses source code discontinues support for one or more of these platforms, its business, financial condition, and results of operations could be adversely affected.

ITEM 4. INFORMATION ON THE COMPANY

A. | History and Development of the Company

We were incorporated on October 15, 1986 as Big Rock Gold Ltd. as a corporation under the Company Act of British Columbia incorporation number BC 0316008. On April 5, 1988, we changed our name to International Cruiseshipcenters Corp. On June 24, 1991, we changed our name to Riley Resources Ltd. Effective January 23, 1998, we changed our name to International Riley Resources Ltd. Effective November 22, 2001, we changed our name to Wind River Resources Ltd. On January 3, 2008, we changed our name to Teslin River Resources Corp. In 1998, in connection with the name change to International Riley Resources Ltd., we consolidated our share capital on an eight to one basis and in 2001, in connection with the name change to Wind River Resources Ltd., we further consolidated our share capital on a five to one basis.

On July 24, 2015, Teslin River Resources Corp. completed a reverse acquisition by way of a three-cornered amalgamation, pursuant to which we acquired certain telecom operations of an Israel-based cellular technology company and changed our name to Siyata Mobile Inc.

On June 7, 2016, we acquired all of the issued and outstanding shares of Signifi Mobile Inc., or Signifi. In consideration for such acquisition, we paid cash in the amount of CAD$200,000 and issued 1,000,000 (6,897 shares after the 145/1 stock split) Common Shares at a value of CAD$360,000.

The Company’s common shares were previously listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SIM” and the Company voluntarily delisted from the TSXV at the end of trading on October 19, 2020. Our shares traded on the OTCQX under the symbol “SYATF” from May 11, 2017 until September 25, 2020, at which time our shares were listed on the Nasdaq Capital Market.

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Our auditor has agreed with management’s decision to include a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2024, expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us. The Canadian registered office of the Company is located at 7404 King George Boulevard, Suite 200, Surrey, British Columbia, V3W-1N6 and our warehouse and Canadian sales headquarters is located at 1751 Richardson Street, Suite #2207, Montreal, Quebec H3K-1G6, Canada. Our agent for U.S. federal securities law purposes is c/o Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

Merger Agreement

On February 26, 2025, the Company entered into a Merger Agreement with Core Gaming, Inc., a Delaware corporation, and Siyata Core Acquisition U.S., Inc., a Delaware Corporation and wholly-owned subsidiary of the Company (“Merger Sub”). The Company, Merger Sub and Core Gaming may each be referred to hereinafter as a “Party” and, collectively, as the “Parties.”

Merger

Pursuant to the Merger Agreement, the Parties will effect the following transactions:

| a) | “Core” will merge with and into Merger Sub, with “Core” continuing as the surviving entity and a wholly owned subsidiary of the Company.
| b) | In exchange for the outstanding shares of “Core” common stock, the Company will issue common shares to the shareholders of “Core” based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of the Company’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger;
| c) | On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and
| d) | At the Effective Time, all assets, properties, rights, privileges, powers, and franchises of “Core” and Merger Sub will vest in the “Core” as the surviving corporation in the Merger.

In the event that the number of “Core”‘s common shares (the “Legacy Siyata Shares”) held by “Core” stockholders who are “Core” stockholders immediately prior to the Effective Time (the “Legacy Stockholders”) would equal, following issuance of the merger consideration shares, less than 10% of the issued and outstanding common shares of Siyata on a fully diluted basis, then Siyata shall declare a stock dividend on the Legacy Siyata Shares outstanding as of the record date that is one business day prior to the Effective Time, such that the number of Siyata common shares held by the Legacy Stockholders represents at least 10% of the then-issued and outstanding common shares of Siyata. The stock dividend, if any, shall be paid on a date that is no more than six months after the Effective Time.

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The following diagram illustrates our corporate structure as of the date of this Annual Report:

The following diagram illustrates our corporate structure after the consummation of as of the merger with Core:

Our website address is https://www.siyata.net/. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Annual Report, and the reference to our website in this Annual Report is an inactive textual reference only. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

B. | Business Overview

Siyata Mobile Inc.

Siyata Mobile Inc. is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of choice, to increase situational awareness and save lives. Police, fire, and ambulance organizations as well as schools, utilities, security companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories today.

In support of our Push-to-Talk handsets and accessories, Siyata also offers enterprise-grade In-Vehicle solutions and Cellular Booster systems enabling our customers to communicate effectively when they are in their vehicles, and even in areas where the cellular signal is weak.

Siyata sells its portfolio through leading U.S. cellular carriers, and through international cellular carriers and distributors in Canada, Europe, Australia and the Middle East.

Products

The Company develops, markets and sells a portfolio of rugged handheld Push-to-Talk over Cellular (“PoC”) smartphone devices. These rugged business-to-business (“B2B”) environments are focused on enterprise customers, first responders, construction workers, security guards, government agencies, utilities, transportation and waste management, amusement parks, and mobile workers in multiple industries.

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In 2022, Siyata unveiled its next generation rugged device, the SD7. The SD7 is Siyata’s first mission critical push-to-talk device (“MCPTT”) and is also the first rugged handset that Siyata announced in North America in the fourth quarter of 2021, and is now shipping in North America, Europe, Middle East and Australia. The wireless carriers who have certified and are selling SD7 Handset include AT&T, FirstNet, Verizon, T-Mobile, USCellular, Bell Mobility, Telstra, and KPN. The SD7 Rugged PTT Handset is targeting first responders and enterprise customers who have previously used traditional legacy two-way Land Mobile Radios (“LMR”) but who would prefer a solution that provides wide-area coverage like a cellular device, and also one that provides the same core functionality of Push-to-Talk that they used with their previous older technology.

SD7+ Handset

Siyata has also announced the SD7+ with Body Camera, which is similar to the SD7 Handset, but it incorporates body camera functionality. The SD7+ can replace both an LMR two-way radio and a dedicated body camera device for police, security, or any customer who requires PTT and body camera functionality. The SD7+ is expected to begin shipping in the coming months.

SD7+ Body Cam

SD7-ULTRA Handset

Siyata has also announced the SD7_Ultra which is a 5G mission critical PTT device with Body Cam. This device can replace both an LMR two-way radio and a dedicated body camera device for police, security, or any customer who requires PTT and body camera functionality. The SD7-ULTRA is expected to begin shipping in the coming months.

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SD7-ULTRA S Handset

Siyata has also announced the SD7_Ultra S which is a 5G full Smartphone for mission critical PTT. This device can replace both an LMR two-way radio and a dedicated body camera device for police, security, or any customer who requires PTT and body camera functionality. The SD7-ULTRA S is expected to begin shipping in the coming months

Siyata also offers purpose built in-vehicle communication devices. In 2022, Siyata launched the VK7, a first-of-its-kind, patent-pending vehicle kit with an integrated 10-watt speaker, a simple slide-in connection sleeve for the SD7 Handset, and an external antenna connection for connecting an antenna to allow for an in-vehicle experience for the user that is similar to that from a traditional land mobile radio (“LMR”) device. The VK7 has been uniquely designed to be used with the SD7 Handset, while connecting directly into the vehicle’s power and can also connect to our cellular amplifier for better cellular connectivity. The pending patent for the VK7 Vehicle Kit provides temperature control by heating the VK7 in cold environments, and cooling the VK7 in hot environments. The VK7 can also be equipped with an external remote speaker microphone (“RSM”) to ensure compliance with hands-free communication legislation.

VK7 Vehicle Kit

Prior to the third quarter of 2023, we launched commercially a new In-Vehicle solution called Siyata Real Time View, which is a mobile DVR (Digital Video Recording) solution for monitoring first responder vehicles. As the name suggests, video streaming from forward-facing, rear-facing, side-facing, and in-cab cameras are all possible with Siyata Real Team View. We announced our first sale in June 2023 and in the third quarter of 2023 we began installing the solution into ambulances and first responder vehicles of a large first responder organization. This solution has proven to be a key tool for this organization to monitor its fleet of vehicles.

The aforementioned portfolio of solutions offers the benefits of PoC without any of the difficulties managing the current generation of rugged smart/feature phones and is ideally suited as a perfect upgrade from Land Mobile Radios (“LMR”). Used for generations, LMR has a significant number of limitations, including network incompatibility, limited coverage areas, and restricted functionality that leave a huge need for a unified network and platform. Siyata’s innovative PoC product lines are helping to service the generational shift from LMR to PoC. According to VDC Research, the LMR market is growing at a 5.9% compound annual growth rate, while the PoC market is growing at 13.6% CAGR to a projected $7 Billion by the year 2027.

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UV350 In-Vehicle Device

Siyata’s customer base includes cellular network operators and their dealers, as well as commercial vehicle technology distributors for fleets of all sizes in the U.S., Canada, Europe, Australia, Middle East and other international markets.

Cellular boosters are also offered by Siyata with approximately 30 million of these devices sold globally every year. Siyata manufactures and sells Cellular boosters and accessories for enterprise, first responder and consumer customers with a focus on the North America markets. Cellular communication provides a robust, secure environment not just for remote workers, in-home and in-vehicles; but also for restaurant patrons who wish to download menus; for patients at pharmacies who need to verify identity and download scripts; for remote workers who require strong clear cellular signals; and for first responders where connectivity literally means the difference between life and death - just to name a few examples. The vehicle vertical in this portfolio complements Siyata’s rugged handsets and in-vehicle devices as these sales can be bundled through the Company’s existing sales channels.

U70P In-Building Booster |  | UM50 In-Vehicle Booster |  | UM2M In-Vehicle Booster

We offer a full line of cellular boosters, to boost cellular reception.. We had entered into a partnership whereby Uniden America Corporation, the North American subsidiary of Japan-based Uniden Corporation, has granted the exclusive license to us to market cellular signal boosters under the Uniden® brand name within the U.S. and Canada, on a rolling three year contract term, which was mutually terminated as of December 31, 2024. Cellular booster kits solve issues of poor reception, dropped calls, lost data and transmission quality issues that users routinely experience on every cellular network. These easy-to-install cellular booster kits are designed for homes, cabins, offices, and buildings to improve the cellular signal reception indoors, allowing people to use their cellular phones indoors where they previously could not do so. We also offer models designed for vehicles, both wired and wireless boosters, to improve the cellular reception inside a vehicle that is driving in a weak cellular signal area. Cellular signal boosters offer kits designed to offer cellphone coverage for difference distances, including kits for a small area of 1 or 2 rooms, and more expansive solutions that will cover over 100,000 sq. ft. Our cellular signal boosters are carrier agnostic to ensure the best signal integrity, supporting 2G, 3G, 4G and soon 5G (in development) technologies on all carriers operating in North America.

Customers and Channels

In 2022, Siyata secured North American wireless carrier approvals of the SD7 Handset for use on their networks from AT&T, FirstNet, Verizon, and Bell Mobility. During 2023, Siyata added T-Mobile and USCellular to its list of North American wireless carriers who approved SD7 for use on their networks. Internationally, Telstra from Australia and KPN from the Netherlands also approved SD7 for use on their network during 2023. These wireless carriers also sell the innovative VK7 Vehicle Kit that works with the SD7 Handset. These are major milestones for the Company following Siyata’s years of experience perfecting in-vehicle cellular based technology, vehicle installations, software integration with various Push-to-Talk (“PTT”) solutions and intensive carrier certifications.

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Also of note, as of August 2024, Siyata SD7 Handset is now in a “stocked” position at AT&T, Verizon, USCellular, and Bell Mobility in Canada. This means that these carriers are able to apply marketing promotions and pricing subsidies for this product to make SD7 even more affordable for their customers.

Siyata’s customer base includes cellular network operators and their dealers, as well as commercial vehicle technology distributors for fleets of all sizes in the U.S., Canada, Europe, Australia, the Middle East and other international markets.

Our rugged handsets are targeted to approximately 47 million enterprise task and public sector workers across North America including construction, transport& logistics, manufacturing, energy & utility, public safety and federal government. The North American Tier 1 cellular carriers that Siyata is working with have large scale distribution and sales channels. With an estimated 25 million commercial vehicles including 7.0 million first responder vehicles, the Company sees the North American market as its largest opportunity with a total addressable market over $19 billion. These Tier 1 cellular carriers have a keen interest in selling the VK7 Vehicle Kit with the SD7 Handset and the UV350 In-Vehicle Device as they allow for new SIM card activations and increased ARPU from existing customers with corporate and first responder fleets while targeting new customers with a unique, dedicated PTT solution.

Our Pricing

Siyata sells its products to wireless carriers and distributors who then resell the products to their customers. For wireless carriers, they are free to price the Siyata device how they choose. In most cases for significant sales opportunities the carriers are willing to subsidize the cost of the device, or bundle the device price with the SIM card and PTT service in order to secure the new activations with the associated monthly Average Revenue Per User, or ARPU.

Even our unsubsidized full Manufacturers Suggested Retail Prices (MSRP’s) are competitive compared to other LMR hardware solutions, but when our device price is subsidized or bundled, the capital and operational expense benefits to customers compared to other solutions are even greater.

Competition

Rugged Handsets Category

Our direct competitors include Sonim Technologies, Kyocera, and one ruggedized model from Samsung. These competitors also target sales of Push-to-Talk over Cellular (PoC) solutions through wireless carriers in North America and internationally. None of these competitors offer a unique solution like our SD7 Handset which focuses on a simple upgrade from two-way radios, nor do they offer an equivalent to our VK7 Vehicle Kit. These direct competitors focus on more expensive ruggedized Smartphones.

Indirectly, we compete with low-cost Push-to-Talk over Cellular devices designed and developed by various Chinese companies including Telo, Inrico, and others. These products are not approved for sale by North America wireless carriers due to lower overall device specifications which do not meet requirements of North American wireless carriers. These devices are mostly sold in international markets to highly price sensitive customers.

Indirectly, we also compete with traditional two-way LMR radios, also known as “portables” that are carried or worn on a belt and used for PTT communications. These are sold by a small number of large LMR vendors who sell directly to large first responder organizations and to large enterprise customers. They also sell through dealers and distributors to small and medium-sized commercial customers. These products are generally not sold through wireless carriers in North America or internationally. The government and enterprise customers that they target are now often considering the alternative of Push-to-Talk over Cellular since customers do not need to purchase repeaters and towers nor any government licensing for the frequencies that they use. Also, Push-to-Talk over Cellular provides much wider-area coverage, and these PoC solutions tend to be less expensive than traditional LMR radios both to purchase the PoC hardware such as the Siyata SD7 Handset, as well as to subscribe to monthly PoC service from a wireless carrier.

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In-Vehicle Category

None of our competitors offer a vehicle kit like the Siyata VK7 Vehicle Kit which transforms the SD7 Handset into a robust In-Vehicle solution with loud audio, and simple PTT communication while in their vehicle. Also, we do not believe that we have any direct competitors within the in-vehicle market category in North America that provide a dedicated cellular based device for commercial and first responder vehicles, and we believe that no other company offers an In-Vehicle IoT device that is approved for sale in North America by wireless carriers.

We have several indirect competitors. Firstly, customers could choose a handheld phone along with a professionally installed third party car kit. There are car kit providers who attempt to make their car kits compatible with popular handheld phone models. By comparison, our In-Vehicle solutions offer enhanced audio quality, safety, and reception. Our In-Vehicle solutions are always active and can be used in temperature extremes. Furthermore, our In-Vehicle solutions are a complete solution from one supplier, as opposed to buying separately from two different companies and assembling a phone and a car kit that offers no proven compatibility.

Our second group of indirect competitors are rugged tablets that can be placed in a mount. Our In-Vehicle solutions offer better audio quality, better safety, better cellular reception, which are always on and ready to be used. Also, compared to a tablet, the UV350 can also make cellular calls including emergency 911 calls whereas the tablet cannot as it is a data only device.

Our third group of indirect competitors are In-Vehicle Two-way LMR Radios also knows as “mobiles”. Not only can the UV350 make phone calls which the LMR radio cannot, but our In-Vehicle solutions offer much better coverage due to using the cellular network as opposed to a limited two-way radio network. And the UV350 can support downloadable Android apps and can serve as a modem for IoT devices and as a Wi-Fi hotspot for further connectivity options and more.

Our fourth group of indirect competition is a leading global LMR vendor who offers an In-Vehicle device which is a Push to Talk over Cellular device, compatible only with its own OEM’s PTT application, and as it is not a smartphone based device so it does not offer any downloadable apps (fleet management, GPS tracking, live video feed, etc.) nor the ability to make a phone call over the wireless network. This LMR vendor sells the In-Vehicle device directly to customers and through its dealer channel, but not through wireless carriers.

Cellular Boosters Category

Within the Cellular Booster category, we have several direct competitors, including Wilson Electronics, LLC, Nextivity Inc., and SureCall Company.

Intellectual Property

We own two patents that we acquired from ClearRF, as discussed below, and we have entered into several licensing agreements for the use of a trademark and certain patents.

Uniden America Corporation

In December 2012, Signifi Mobile, the Company’s wholly-owned subsidiary entered into a license agreement with Uniden America Corporation, as amended (the “Uniden Agreement”). The Uniden Agreement provides for the Company to use the trademark “Uniden®”, along with associated designs and trade dress to distribute, market and sell its In-Vehicle device, cellular signal booster and accessories during its term in North America. The agreement was terminated as of December 31, 2024.

Wilson Electronics LLC

Effective January 1, 2018, Signifi Mobile Inc., the Company’s wholly-owned subsidiary, entered into an agreement with Wilson Electronics, LLC to permit the Company to utilize several of Wilson Electronics’ patents related to cellphone boosters (the “Wilson Agreement”). The Wilson Agreement grants the Company an indefinite right to utilize its cellphone booster-related patents in exchange for paying Wilson Electronics, LLC a royalty fee for boosters sold by the Company. The Wilson Agreement remains in force until the Wilson patents on the Booster products expire.

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Via Licensing Corporation

Effective June 8, 2018, the Company entered into two separate licensing agreements with Via Licensing Corporation to utilize worldwide patents related to the coding and decoding of “android” software as well as access and download within the “LTE/ 4G” network. This patent is for an initial period of 5 years and can be extended for a further 5-year term. The Company has the right at any time during the term on any extension hereof, to terminate these agreements upon providing 60 days advanced notice of termination. The quarterly royalty fees are based solely on product sales and is a percentage formula based upon the number of units sold, the country manufactured and the country location of the end customer. There are no minimum royalty fees payable according to the agreement.

eWave Mobile Ltd.

Effective October 1, 2017, we entered into an Asset Purchase Agreement with eWave Mobile Ltd., or eWave, for the purchase of certain distribution rights and contracts in connection with the right to sell and distribute in Israel certain cellular devices for the push to talk market, or the eWave Supplies, in exchange for $700,000 in cash and issued shares of common stock of the Company equal to $700,000. Additionally, we shall pay eWave 50% of up to $1,500,000 in net profit that we earn from sales related to the eWave Suppliers, and 25% thereafter of the net profit exceeding $1,500,000.

Clear RF, LLC

On March 31, 2021, the Company’s indirectly and wholly-owned subsidiary ClearRF Nevada Inc. acquired all of the issued and outstanding interests of Clear RF, LLC, or ClearRF, a Washington State limited liability company, for a total purchase price of US$700,000 in a combination of cash and Common Shares. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things.” Or IoT, applications. Two patents (described below) held by ClearRF were subsequently transferred and assigned to ClearRF Nevada following the closing of this acquisition.

| i. | RF Passive Bypass technology enables tethered devices to communicate through the amplifier network, even if the amplifier loses power, or when the signal is not required, a key differentiator amongst competitors, in particular for mission-critical applications and first responder vehicles that require constant clear cellular coverage and connectivity.
| ii. | Auto Gain & Oscillation Control detects the level of incoming signal strength and self-adjusts output power to ensure maximum signal strength. This feature is vital for telematics (mobile) M2M applications because the amplifier will be in constant motion and will require periodic self-adjustment based on changing incoming signal environment.

Seasonality

We do not experience any effects of seasonality it our business. Our products are designed to function at full capacity under all weather conditions and therefore, we do not experience any shifts in our sales patterns.

Core Gaming, Inc.

Overview

Core Gaming, Inc. is a mobile gaming developer and publisher incorporated under the laws of the State of Delaware. Its registered and principal executive offices are located at 25 SE 2nd Avenue Ste. 550 Miami, Florida 33131. It creates entertaining games for millions of players worldwide, while empowering developers to deliver player-focused games to enthusiasts in over 140 countries. Powered by artificial intelligence (“AI”) tools and algorithms, Core Gaming is focused on the development, distribution, and monetization of casual games, which are delivered as apps for mobile phones, and generates revenue through the display of ads in the games.

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Founded in 2024, Core Gaming acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong (“Newbyera”), pursuant to a share exchange agreement in June 2024. Through this operating subsidiary, Core Gaming reaches over 40 million active users worldwide every month and continues to fuel its growth through creativity and innovation. Core Gaming’s apps have over 600 million downloads.

Core Gaming’s mission is to become a leading casual mobile game developer and publisher. Its software, coupled with its deep industry knowledge and expertise and its focus on efficiency, has enabled it to rapidly scale a diversified portfolio of mobile games that it has developed and co-developed. To date Core Gaming has launched more than 2,000 games into the market. It has created proprietary analytical software, in the form of our BI platform, that provides deep insight into the effectiveness of various marketing efforts for each title, enabling us to focus on those channels that are the most successful in reaching our target audience, in terms of both the distribution of games and the serving of ads. Core Gaming believes that its algorithm-driven approach affords it a competitive advantage that has helped fuel its rapid growth.

Industry and Market Opportunity

Over the last 15 years, mobile apps have become a major part of consumers’ lives. Consumers today have access to a diverse range of mobile applications, allowing users to seamlessly access entertainment, shopping, healthcare, and other services. The rapid growth of mobile gaming, as one category of entertainment apps, has created opportunities for mobile game developers, as well as challenges for them in reaching consumers and monetizing their games in an increasingly crowded marketplace. Most developers lack access to the marketing and monetization tools required to stand out among countless competing mobile games. According to Statistica, the mobile gaming industry is projected to reach $126 billion in 2025, with a compound annual growth rate (CAGR) of 5.6% from 2025 to 2029, leading to a projected market value of $157 billion by 2029.1 The number of users worldwide is anticipated to reach 2.4 billion by 2029.2 Estimates show that gamers spend in excess of seven hours per week gaming, a figure that continues to grow.3

Gaming on mobile devices has seen the greatest growth among the various gaming platforms, such as consoles and computers, largely driven by affordability of the devices and availability of content. According to Statistica, mobile gaming has its largest footprint in Southeast Asia, where mobile devices have seen substantial proliferation over the last decade, whereas console gaming has its largest footprints in North America and Europe, where disposable income is higher than in other regions. Within mobile gaming, the fastest growth has been among free-to-play games, where app developers earn revenue from advertising displayed within the game.

1 | https://www.statista.com/outlook/amo/media/games/mobile-games/worldwide

2 | Id.

3 | Janice Fernandes, Global: A quarter of consumers now playing in excess of 7 hours of mobile phone games a week, YouGov (July 6, 2022), at https://business.yougov.com/content/43077-global-quarter-consumers-now-playing-excess-7-hour

Competition

The mobile gaming industry is extremely competitive globally, with many companies offering products and services similar to ours. The industry is highly fragmented and composed of companies ranging from small independent developers with limited resources to very large development companies with longer operating histories, greater financial, technical and marketing resources, and larger user bases than we have. Our primary competitors are other game developers, as well as companies that provide competing services to their customers, in particular, game publishing, including promotional activities. In addition, while the industry is experiencing significant growth, it continues to evolve and create new markets, which could lead to additional competition in the future. Successful execution of our strategy depends, in part, on our continued ability to attract and retain players in the markets where we are established and to expand the market for our games. Our continued success also depends on our ability to maintain our technological edge by continually refining our BI platform and offering new capabilities to developers and players.

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Competitive Advantages

We believe that Core Gaming has a number of competitive advantages, first among them our track record of successfully launching and monetizing mobile games, which helps us to stand apart from competitors. Contributing to this track record are our high level of expertise in the mobile games ecosystem, our extensive relationships with third parties in the mobile game industry, and our proven ability to quickly expand into new markets and offerings. And underlying this success is our proprietary BI platform, with its unique algorithms and AI technologies that enable us to reach, with exceptional efficiency, a large number of target customers in diverse cultures and geographies for the many games we publish.

Our BI platform is a suite of AI marketing solutions that enables our marketing team to automate, optimize and manage our marketing efforts across different ad platforms and channels to increase the effectiveness of our efforts and the efficiency of our team, resulting in higher levels of monetization with lower levels of expenditure. Our marketing team leverages extensive data collected globally from our wide-ranging marketing activities to identify the types of users who are most likely to download and engage with particular types of games. Using the AI tools provided by the platform, the system enables our marketing team to generate content tailored to connect with users in different regions around the world. The team can set targeted returns, and the platform will monitor the data from different ad platforms to enable the team to run the marketing campaigns efficiently by assessing the campaigns’ effectiveness in real time, tweaking the approach automatically, and reaching the stated goals. In sum, AI is integral to our BI platform both in the analysis of our marketing campaigns in the generation of thousands of pictures and videos daily for ads, using less labor and producing faster and higher quality results.

Core Gaming helps its partners achieve user acquisition, cross-promotion, monetization and scalability. Core Gaming’s teams continue to innovate and develop cutting edge technology to keep our customers engaged through increased gamification and interactivity. In 2024, Core Gaming began rolling out AI tools that employ state of the art language, image and video models. Core Gaming’s AI-driven content generation streamlines mobile game production, reducing production time by over 40% compared to standard, non-AI driven production, and significantly enhances the final product. The technology has been well-received by content creators and influencers, as has been demonstrated by thousands of creators sharing AI-generated videos on various social media platforms like TikTok. We work with major mainstream distribution channels, advertising platforms, and data providers.

Business Model

We develop, co-develop and publish mobile gaming apps, distribute the games through our highly effective marketing efforts, and generate revenue by serving ads in the games.

Third-party game developers partner with us because of our expertise in marketing and monetizing apps. The advertisers who work with us seek to target the highly relevant users of apps in our diverse portfolio of apps. We display ads in the games in our portfolio and collect the related revenue, in the form of advertisement publishing fees, from various advertisement platforms, such as Applovin and Google. We serve advertisements from these platforms by integrating the platforms into our games and earn fees based on various metrics, such as impressions (the number of times an ad is displayed), clicks, and user downloads. Where a game was co-developed or was developed entirely by another developer, we share revenue from advertisements served in the game with such other party.

Employees

Through our operating subsidiary, we have a staff of 42 managing our operations by publishing apps, leveraging our BI platform, and coordinating with co-developers, among other things. Seven of these individuals are full time employees and 35 are independent contractors provided by Moremo Network Limited (“Moremo”), the former holding company of Newbyera, to which we pay a fee for those contractors and for the use of more than 100 others on an ad hoc basis pursuant to a Labor Service Contract on Dispatch and Employment between Moremo and Newbyera. Pursuant to this contract, Moremo provides labor dispatch services to Newbyera with respect to Chinese contract employees and in that regard (i) manages such employees’ recruitment, contracts, social insurance, housing provident funds, and payroll and (ii) pays the total employment costs (salaries, benefits, management fees) of such contract employees and ensures that the terms of their employment complies with local labor laws. The agreement provides that Moremo has the right to collect from Newbyera such contract employees’ compensation and related payments due to government entities and all employment-related fees. The contract has an initial five-year term ending on April 30, 2026, and will be automatically renewed for successive five-year periods unless either party objects to such renewal 30 days prior to the termination date, unless terminated earlier pursuant to its terms. We paid Moremo ¥1,516,340.68 (approximately $210,602.77) and ¥2,111,755.00 (approximately $293,299.31), respectively, during the years ended December 31, 2024 and 2023 for salaries, benefits and other payments, and management fees pursuant to the labor service contract.

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We rely on our highly skilled, technically trained and creative service providers with desirable skill sets, including game designers, engineers and project managers, to develop new technologies and create innovative games. Our goal is to attract and retain highly qualified and motivated providers directly or through Moremo.

Research and Development

Our research and design team has extensive expertise in creating new content and gameplay features, as well as proprietary tools and systems to enable the efficient design, development and implementation of new content and features. Continued investment in research and development is important to attaining our strategic objectives and meeting the evolving needs of our customers. To maintain our competitive edge, we focus on innovating new technologies, which we apply to new and existing games. We also develop and integrate into our products both open source and internal AI technologies as follows:

Text and Language Models

| 1. | Model Technology: We use state-of-the-art Transformer-based pre-trained language models (such as GPT-4) and domain-specific fine-tuned models.

| 2. | Applications and Features: These models excel at understanding user requirements and generating high-quality, diverse, multilingual content. Capabilities include creative copywriting, precise multilingual translations, asset ideation, and risk analysis. Our technology supports multilingual generation with outstanding performance in logical coherence, semantic depth, and stylistic control.

| 3. | Impact: Our AI-driven content generation streamlines asset production, reducing production time by over 40% and significantly enhancing creative output and efficiency.

Voice Models

| 1. | Model Technology: Our advanced in-house voice cloning and Text-to-Speech (“TTS”) models accurately replicate human voice characteristics, including tone, timbre, and emotion. Using high-fidelity voice cloning models like Cosy Voice and SoVits, we can transform any text into speech that matches any individual’s voice.

| 2. | Applications and Features: We offer personalized voice cloning services that require only minimal voice samples to generate high-quality, natural-sounding cloned voices. Our TTS models support multiple languages and voice options, catering to a variety of use cases.

| 3. | Impact: Our high-fidelity voice cloning preserves both vocal tone and emotional nuances, facilitating multilingual adaptations for film and media projects. For example, our partner LuckyShort utilizes our voice cloning and TTS technology for automated multilingual dubbing of short dramas, achieving a 50% boost in content production efficiency while significantly reducing labor costs.

Image Models

| 1. | Model Technology: We utilize Generative Adversarial Networks (GANs) and diffusion-based models (such as Stable Diffusion and Flux) to optimize artistic stylization and image generation.

| 2. | Applications and Features: Our models support various image transformation and generation styles, including artistic style transfer, anime conversion, and vintage filters. These models can generate high-resolution, high-quality images and offer customizable AI-generated portraits, memes, and more. Our technology is known for precise style control and attention to detail, supporting user-specific customization.

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| 3. | Impact: The generated images achieve a high standard of artistic and visual authenticity, widely used in game design, social media content, and advertising. Our models provide users with innovative ways to create visual assets, sparking new creative ideas.

Video Models

| 1. | Model Technology: Our video generation technology is built on diffusion models optimized for temporal consistency and neural rendering techniques (such as Video Diffusion and Deforum). By integrating cutting-edge models like Vidu and Kling, we enable video style transfer and text/image-to-video generation.

| 2. | Applications and Features: We support transforming video content into animated, stylized versions and generating dynamic video content from text or images. Our models address challenges related to temporal consistency and smooth detail transitions, making them ideal for film production and creative short videos.

| 3. | Impact: The generated videos are diverse in style, fluid in motion, and rich in detail. This technology has been well-received by content creators and influencers, with thousands of creators sharing AI-generated videos on platforms like TikTok.

Advantages of Internal AI Technology:

| 1. | High-Quality and Stable Video/Audio Conversion with User-Friendly Operation:

| ○ | Our AI technology delivers exceptional video conversion results, maintaining high-definition quality throughout the process and ensuring smooth playback across various video types.

| ○ | Compared to other technologies, our AI demonstrates superior stability in sound processing. Whether in noisy environments or handling complex audio signals, it can accurately distinguish and restore audio details, ensuring clear and natural sound output.

| ○ | Our digital human generation technology is extremely easy to use. Users don’t need a technical background or programming knowledge; high-quality digital human characters can be created with just a few simple steps.

| 2. | Robust Backend Data Management:

| ○ | The AI computing resource management platform offers global, multi-cloud resource management capabilities. It dynamically adjusts computing resources, scaling up or down as needed, to maximize efficiency and minimize costs. It supports multi-task management and monitors real-time price changes to ensure cost optimization.

| ○ | The BigP Management Console provides monitoring, analysis, and management functions for AI tasks and user data, enabling businesses to effectively oversee AI computing activities.

| ○ | The BigP Server Platform efficiently processes user-uploaded images, videos, and AI tasks. It optimizes task flows through precise management, ensuring stability and flexibility in services

Overall Advantages Compared to Market Products:

| 1. | High Level of Technology Integration: From image and video processing to voice handling, our solutions cover a wide range of scenarios with comprehensive functionality and user-friendly operation.

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| 2. | Optimized Resource Utilization: With the AI computing resource management platform, resources are dynamically allocated and optimized, ensuring strong cost-control capabilities.

| 3. | Excellent User Experience:

| ○ | For Consumer Products: Simple and intuitive interfaces make it easy for everyday users to get started.
| ○ | For Enterprise Platforms: Professional and efficient features cater to businesses, with the flexibility to support customized requirements for different enterprises.

Compliance with Government Regulation

We are subject to various federal, state, and overseas laws and regulations that affect companies conducting business on mobile platforms, including those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, sweepstakes and giveaways, and anti-corruption (as well as those relating to privacy and data protection if we begin collecting such data in the future). Additional laws and regulations relating to these areas likely will be passed in the future, and these or existing laws and regulations may be interpreted or enforced in new or expanded manners, each of which could result in significant limitations on ways we can communicate with users and operate our business. New and evolving laws and regulations, and changes in their enforcement and interpretation, may require changes to our technologies, software, or business practices, and may significantly increase our compliance costs or otherwise adversely affect our business and results of operations. As our business expands in scale and our operations expand into additional jurisdictions, our compliance requirements and costs may increase and we may be subject to increased regulatory scrutiny.

C. | Organizational Structure

Our subsidiaries as of December 31, 2024 are as follows:

Name of Subsidiary |  | Principal Activities |  | Place of Incorporation |  | Ownership |
Queensgate Resources Corp |  | Inactive |  | British Columbia, Canada |  |  | 100 | %
Queensgate Resources US Corp |  | Inactive |  | Nevada, USA |  |  | 100 | %
Siyata Mobile (Canada) Inc. |  | Inactive |  | British Columbia, Canada |  |  | 100 | %
Siyata Mobile Israel Ltd. |  | R&D and wholesale distribution |  | Israel |  |  | 100 | %
Signifi Mobile Inc. |  | Wholesale distribution |  | Quebec, Canada |  |  | 100 | %
ClearRF Nevada Ltd. |  | Inactive |  | Nevada, USA |  |  | 100 | %
ClearRF LLC |  | Inactive |  | Washington, USA |  |  | 100 | %
Siyata PTT |  | Inactive |  | Cayman Islands |  |  | 100 | %

D. | Property, Plant and Equipment

Our warehouse and Canadian sales headquarters are located at 1751 Richardson Street, Suite #2207, Montreal, Quebec H3K-1G6, Canada, with approximately 5,616 square feet of space. We entered into a lease agreement for its property for a 20-month term, beginning on October 1, 2022, and expiring on May 31, 2024. Under this Lease, we pay net rent of $2.00 per square foot per annum, approximately $11,232 annum, payable in monthly equal installments. Additional warehouse space was leased at 250 Ford Boulevard, town of Chateauguay, Quebec, J6J-4Z2 with approximately 2,837 square feet of space. We entered into a lease agreement for its property for a 26 month term, beginning on April 1, 2022 and expiring on May 31, 2024. Under this Lease, we pay net rent of $11.50 per square foot per annum, approximately $32,625 annum, payable in monthly equal installments.

We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional offices.

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ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. | Operating Results

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this Annual Report.

Overview

The Company develops, markets and sells a portfolio of rugged handheld Push-to-Talk over Cellular (“PoC”) smartphone devices. These rugged business-to-business (“B2B”) environments are focused on enterprise customers, first responders, construction workers, security guards, government agencies, utilities, transportation and waste management, amusement parks, and mobile workers in multiple industries.

On September 25, 2020 the Company listed on the Nasdaq Capital Markets (“Nasdaq”) under the symbol SYTA for its Common Shares, and the Company’s warrants issued on September 29, 2020 at $86,310 are traded under the symbol SYTAW, and expire in five (5) years from the date of issue.

The registered and records office is located at 7404 King George Blvd, Suite- 200, Surrey, BC, V3W-1N6, Canada.

Significant Highlights

The following highlights and developments for the year ended December 31, 2024:

On January 22, 2024, we issued a press release announcing that CTS Mobility, LTD, a recognized leader in the mobile communications space, is now a distributor of Siyata’s mission-critical PoC (MCPTT) SD7 solution and its broad range of accessories.

On January 22, 2024, the Company entered into a new agreement for the Sale of Future Receipts in the amount of $339,813, that is repayable in equal consecutive 28 weekly instalments of $17,476 each including principal and interest.

On January 29, 2024, we issued a press release announcing that we are providing our SD7 handsets for use at the 2024 Special Olympics. The Company partnered with ESChat, a provider of broadband Push-to-Talk (PTT) services, to provide secure PTT communications for event personnel and volunteers.

On January 29, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“Investor”), pursuant to which we issued to the Investor an unsecured promissory note in the principal amount of $230,750 (the “Note”). The net proceeds received by the Company were $195,000, after deducting an original issue discount in the amount of $30,750 and $5,000 for the Investor’s legal and diligence expenses.

On January 29, 2024 the Company received a loan from a financial institution of $200,000 that is repayable in equal consecutive 10 monthly instalments of $27,690 each including interest.

On February 6, 2024, we issued a press release announcing that we have expanded our alliance with Hyperion Partners (“Hyperion”), an industry-leading mobility primary agent and T-Mobile business partner, to include distribution of the Company’s mission critical PoC (MCPTT) SD7 handsets and accessories.

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On February 22, 2024, we issued a press release announcing that we had received a purchase order for 1,000 units of our UV350 all-in-one in vehicle fleet communication devices from an international EMS provider.

On March 5, 2024, the Company republished a press release from USCellular that they have teamed with the Company to create a Push-to-Talk bundle for public safety, hospitality, transportation, education, utilities, and logistics, using the Company’s SD7 Handset and accessories.

On March 11, 2024, the Company announced it will showcase its product portfolio at the International Wireless Communications Expo (IWCE) 2024 in partnership with Verizon at the Orange County Convention Center in Orlando, FL on March 27-28, 2024.

On March 21, 2024, the Company entered into a new agreement for the Sale of Future Receipts with the same purchaser in the amount of $2,000,000. The Company received $401,142 which represents a payment of $521,143 net of $120,000 of transaction fees. The remaining $1,478,857 balance of the original agreement and the $521,143 payment from the new agreement total a principal amount of $2,000,000. The new balance of $2,000,000 is repayable in weekly repayments of $100,000 per week for 29 weeks, accruing interest at the rate of 3.1% per week, for a total repayment of $2,900,000. The weekly payment amount is intended to represent 15% of the Company’s future sales.

On April 4, 2024, the Company announced it has added a new channel partner, 3AM Innovations, a software provider for first responders.

On April 5, 2024, the Company announced it will host a call on April 9, 2024 to share its fourth quarter and full year 2023 financial results.

On April 8, 2024, the Company announced its fourth quarter and full year 2023 financial results.

On April 9, 2024, the Company entered into a Securities Purchase Agreement (the “April Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company sold, in a private placement, (i) 290 shares of the Company’s Class C Preferred Shares (the “Class C Preferred Shares”), stated value $1,000 per share (the “Stated Value”), at a price of $1,000 per share, convertible into shares (the “Conversion Shares”) of the Company’s common shares, no par value per share and (ii) a warrant (the “Warrant”) to purchase up to 656 shares of common shares. As additional consideration for entering into the April Purchase Agreement, the Company issued to the Purchaser an additional 156 shares of common shares to be delivered to the Purchaser at the closing (the “Commitment Shares,” together with the Class C Preferred Shares and the Warrant, the “Securities”). The offering resulted in gross proceeds to the company of $250,000. The Warrant is immediately exercisable subject to certain beneficial ownership limitations, has an exercise price of $572.40 per share, and will expire on the fifth anniversary of its issue date.

Each share of Class C Preferred Share shall be convertible, at any time and from time to time, at the option of the holder, into that number of shares of Common Share, subject to certain beneficial ownership limitations, determined by dividing the Stated Value of such share of Class C Preferred Share by the Conversion Price. The “Conversion Price” for the Class C Preferred Shares shall be the lower of (i) $572.40, or (ii) 85% of the lesser of (a) the average of the closing price for the Common Share during the ten (10) trading day period immediately prior to the closing of the April Purchase Agreement, and (b) the average closing price for the Common Share on the ten (10) trading days immediately prior to the conversion price, subject to adjustment as provided in the Notice Of Second Alteration Of Articles of the Company (the “Notice of Alteration”). Following the occurrence of a Triggering Event (as defined in the Notice of Alteration), the conversion price shall be the lowest of (i) One hundred and eighty dollar ($180.00), (ii) the then applicable conversion price; or (iii) twenty-five percent (25%) of the lowest traded price of the Common Shares during the fifteen (15) Trading Days preceding the relevant conversion.

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On April 30, 2024, the Company entered into a securities purchase agreement (the “January Purchase Agreement”) with an institutional investor (“Investor”), pursuant to which the Company issued to the Investor an unsecured promissory note in the principal amount of $150,150 (the “Note”), with a stated maturity date of February 28, 2025. The gross proceeds to the Company from the exercise totaled approximately $130,000, prior to deducting Investor’s legal and diligence expenses and agent fees/expenses. The Note’s interest and outstanding principal shall be paid in ten payments, each in the amount of $16,816.80 (a total payback to Investor of $168,169.00). The first payment shall be due May 30, 2024, with nine subsequent payments due each month thereafter. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to the Investor an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the Investor pursuant to the Note. Following any Event of Default, the Investor may convert any amount due under the Note into shares of the Company’s common shares (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common shares during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that Investor may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common shares. The conversion price and number of shares of the Company’s common shares issuable upon conversion of the Note (if at all) will be subject to adjustment from time to time in the event of any combinations, recapitalization, reclassifications, or similar event.

Creation of New Class of Preferred Share. Concurrently with the April 9, 2024 offering, on the same date, the Company filed the Notice of Alteration with the State of British Columbia designating 290 shares out of the authorized but unissued shares of its preferred shares as Class C Preferred Shares with a stated value of $1,000 per share. The summary of the principal terms of the Class C Preferred Shares is detailed in the ‘Description of Securities’,

On May 7, 2024, Siyata Mobile Inc., (the “Company” or “we”), entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain institutional investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best efforts offering (the “Offering”): (i) 389 of the Company’s common shares, no par value per share (the “Common Shares”) at a purchase price of $234.00 per Common Share, and (ii) 16,705 pre-funded warrants (“Pre-Funded Warrants”) to purchase Common Shares, at a purchase price of $232.20 per Pre-Funded Warrant, exercisable at an exercise price of $1.80 per share. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering closed on May 10, 2024.

The Company offered Pre-Funded Warrants to those Purchasers whose purchase of Common Shares in the Offering would have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the Purchaser, 9.99%) of our Common Shares immediately following the consummation of the Offering in lieu of the Common Shares that would otherwise result in ownership in excess of 4.99% (or at the election of the purchaser, 9.99%) of the outstanding Common Shares of the Company. The Pre-Funded Warrants may be exercised commencing on the issuance date and do not expire. The Pre-Funded Warrants are exercisable for cash; provided, however that they may be exercised on a cashless exercise basis if, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Common Shares issuable upon exercise of the Pre-Funded Warrants. The exercise of the Pre-Funded Warrants will be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants, its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would hold 4.99% (or, upon election of a Purchaser prior to the issuance of any shares, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Pre-Funded Warrant held by the applicable holder, provided that the holder may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 60 days advance notice to the Company, which 60 day period cannot be waived.

The Common Shares, the Pre-Funded Warrants and the Common Shares issuable upon exercise of the Pre-Funded Warrants were offered pursuant to a registration statement on Form F-1 (File No. 333-278697) (the “Original Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2024, as amended, and was declared effective on May 7, 2024, and the Company’s Registration Statement on Form F-1MEF (File No. 333-279198) (the “MEF Registration Statement” and together with the Original Registration Statement, the “Registration Statement”).

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Spartan Capital Securities, LLC acted as the sole placement agent (“Placement Agent”) in the Offering pursuant to a Placement Agency Agreement dated May 7, 2024 by and between the Company and the Placement Agent. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.

The Offering resulted in gross proceeds to the Company of approximately $3.97 million, before deducing placement agent fees and commissions and other offering expenses, and excluding proceeds to the Company, if any, that may result from the future exercise of the Pre-Funded Warrants issued in the Offering. As compensation to the Placement Agent, as the exclusive placement agent in connection with the Offering, the Company has agreed to pay to the Placement Agent a cash fee of 2.0% of the aggregate gross proceeds raised in the Offering and reimbursement of up to $85,000 for reasonable and documented fees and expenses of legal counsel and other actual out-of-pocket expenses.

On May 8, 2024, the Company issued a press release announcing the pricing of the Offering Subsequently, on May 10, 2024, the Company issued a press release announcing the closing of the Offering.

On May 9, 2024, the Company announced it will showcase its PTT solutions at Critical Communications World 2024 on May 14-16 at the Dubai World Trade Center

2, On May 13, 2024, the Company announced its SD7 has been added to AT&T FirstNet’s ‘Free Feature Phone for Life’ Promotion.

On May 14, 2024, the Company announced new orders totaling over $2.2 million, and its SD7 Handset has achieved ‘Stocked Status’ from a third major U.S. wireless carrier.

On May 15, 2024, the Company announced that it would release its Q1 2024 earnings after market close on May 15, 2024.

On May 16, 2024, the Company announced its Q1 2024 earnings, including a 30% year over year revenue increase.

On May 21, 2024, the Company announced the introduction of a first of its kind AI Deep-Learning PTT Palm Mic that works with the SD7 Handset.

On May 22, 2024, the Company announced that it has expanded its SD7 deployment with the Baha Mar Resort in the Bahamas.

On May 23, 2024, the Company provided additional info about its AI Deep-Learning PTT Palm Mic that was introduced on May 21, 2024.

On May 28, 2024, the Company announced that a public utility in the US has now deployed SD7 handsets to replace its aging two-way radios.

On May 30, 2024, the Company announced that it has received a U.S. patent for its innovative Push-to-Talk Vehicle Kit.

On June 5, 2024, the Company announced a new distribution partnership with JD Telecom, who is a key distributor for T-Mobile.

On June 27, 2024, the Company announced the pricing of an approximately $6.0 million public offering for common shares and prefunded warrants.

On June 28, 2024, the Company announced the closing of the approximately $6.0 million public offering for 2,411 common shares issued at $104.40 per share and 5,603 prefunded warrants. issued at $102.60 per warrant with a $1.80 per share exercise price for total gross proceeds before placement agent and offering expenses of $6,000,000.

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On July 2, 2024, the Company announced a significant strategic investment in Canadian Towers and Fiber Optics with a focus in Latin America.

On July 8, 2024, the Company announced the appointment of Bob Escalle to the role of VP of Public Safety.

On July 10, 2024, the Company and Zello announced the integration of its top-rated PTT application with the Company’s SD7 handset.

On July 15, 2024, the Company announced that a suburban school district in Pennsylvania has selected SD7 handsets for its school communications based on the SD7 handset’s ease of use.

On July 18, 2024, the Company announced that it had received new orders from US wireless carriers and distributors totaling more than $4.5 million.

Also on July 18, 2024, the Company announced that it has added TJ Kennedy to its Advisory Board.

On July 22, 2024, the Company announced a new follow-on order from a leading international EMS provider totaling $1.2 million.

On July 25, 2024, the Company announced that it has deployed its SD7 handset to multiple departments within the City of Hawaiian Gardens, CA.

On July 26, 2024, the Company announced that Verizon has now moved the SD7 Handset into its Stocked Handset portfolio.

On July 30, 2024, the Company announced that it would attend APCO 2024 in Orlando, FL on August 4-7, 2024.

On July 31, 2024, the Company announced a reverse split of 1:18 for its common shares.

On August 2, 2024, we effectuated a 1-for-18 share consolidation of our authorized share capital, such that every 18 common shares, no par value, in the authorized share capital of the Company was consolidated into 1 common share, no par value (the “August 2024 Reverse Split”).

On August 12, 2024, the Company announced it would attend and exhibit at Fire Rescue International 2024 in Dallas, TX on August 14-16, 2024.

On August 13, 2024, the Company announced it would release Q2 2024 earnings after market close on Thursday August 15, 2024, and would do an Earnings Call on the morning of Friday August 16, 2024.

On October 1, 2024, the Company announced its participation in two industry events. The FirstNet Users Summit on October 7-10 in Las Vegas, NV, and the International Association of Chiefs of Police (IACP) Annual Conference and Expo on October 19-22 in Boston, MA.

On October 21, 2024, the Company announced that its next generation SD7 Ultra Series 5G mission critical Push-to-Talk handsets will be available on T-Mobile’s 5G network.

On October 22, 2024, the Company announced that it would release its third quarter 2024 financial results on November 14, 2024.

On October 23, 2024, the Company announced that it would present and host one-on-one meetings at the ThinkEquity Investor Conference held in New York City on October 30, 2024.

On October 24, 2024, the Company reposted an article from FN Media Group that Nasdaq giants and rising innovators (including Siyata) face critical earnings reports this quarter.

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On November 1, 2024, the Company announced that it would present and host one-on-one meetings at the Spartan Capital Investor Conference held in New York City on November 4, 2024.

On November 4, 2024, the Company announced it had received a new order for $2.5 million from an international EMS organization for its PTT handsets and its Real Time View solution, which the Company expects to deliver in the first quarter of 2025.

On November 7, 2024, the Company announced that it would host a third quarter 2024 earnings call on November 15, 2024 at 8:30 am ET.

On November 13, 2024, the Company announced it received a new order from an EMS organization in Papua New Guinea.

On November 14, 2024, the Company issued a final prospectus of a registered offering of 559,461 common shares for an amount of up to $7,000,000 for an Equity Line of Credit (“ELOC”) with one investor, Hudson Global Ventures, LLC. The Company also issued as a commitment fee a total of 210 Class C preferred shares of the Company to this investor, of which 210,000 common shares to be issued on the conversion of these preferred shares are registered.

On November 14, 2024, the Company issued a press release announcing its Third Quarter 2024 Financial Results.

On November 26, 2024, the Company issued a press release announcing that the School District of Palm Beach County, in Florida, a current Siyata customer, and one of the ten largest school districts in the United States, is upgrading its existing Siyata communications solution to Siyata’s latest generation SD7 handsets and VK7 Vehicle Kits with AI-enabled noise cancelling speaker microphones.

On December 9, 2024, the Company issued a press release that discussed increasing sales momentum of its Bluetooth Remote Speaker Mic (“RSM”).

On December 11, 2024 the Company issued a press release announcing that it will be relocating its current 4G and next generation 5G PTT handset manufacturing operations from China to the United States in 2025.

On December 17, 2024 the Company, issued a press release announcing its first major order in The Netherlands for a prominent national Dutch transportation company, marking a significant milestone in its international expansion. The order, comprising 550 units of its SD7 handsets, was shipped in the fourth quarter of 2024.

On December 20, 2024, the Company entered into a Joint Venture Interest Purchase Agreement (the “JV Agreement”) with Vizsla Copper Corp. (“Vizsla Copper”), and Woodjam Horsefly Resources Ltd. (“Woodjam Horsefly”), an indirect wholly-owned subsidiary of Vizsla Copper, pursuant to which Vizsla Copper, through Woodjam Horsefly, agreed to purchase Company’s 49% interest (the “Siyata JV Interest”) in “Rand Joint Venture” in which Woodjam Horsefly currently holds a 51% joint venture interest and Company holds a 49% joint venture interest, further to the earlier entered option and joint venture agreement dated August 29, 2012, as amended on April 2, 2013 (the “Option and JV Agreement”). Pursuant to the JV Agreement, as consideration for the transfer of the Siyata JV Interest by Company to Vizsla Copper, through Woodjam Horsefly, Vizsla Copper will issue 2,000,000 common shares of Vizsla Copper to the Company on the closing, along with a cash payment of $5,000 CAD in cash to the Company.

On December 27, 2024, we effectuated a 1 for 10 share consolidation of our authorized share capital, such that every 10 common shares, no par value, in the authorized share capital of the Company was consolidated into 1 common share, no par value (the “December 2024 Reverse Split”).

On January 6, 2025, the Company issued a Registration Statement on Form F-1, as amended (File No. 333-282880) (collectively, the “Prior Registration Statement”), solely for the purpose of increasing the number of shares to be offered under the Equity Line of Credit (whose prospectus was issued on November 14, 2024) by 111,891 shares of common shares. The additional shares of common shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

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On January 14, 2025 the Company announced that the Company was cited in a press release issued by JVCKenwood.

On January 21, 2025, the Company issued a final prospectus of a registered offering of 2,739,296 common shares for an amount of up to $18,000,000 for an Equity Line of Credit (“ELOC”) with one investor, Hudson Global Ventures, LLC. The Company also issued as a commitment fee a total of 540 Class C preferred shares of the Company to this investor, of which 100,000 common shares to be issued on the conversion of these preferred shares are registered.

On January 28, 2025, the Company issued a press release announcing a new order for several thousand SD7 handsets and related accessories for a new customer, a major transit authority serving the western United States.

On February 13, 2025, the Company issued a press release announcing a new order for SD7 handsets and related accessories for a new customer, a leading gaming and entertainment company located in Canada.

On February 24, 2025, Siyata Mobile Inc the Company issued a press release announcing a new distribution agreement with IP Access International, a leading provider of reliable communication solutions for organizations operating in challenging environments.

On February 25, 2025, the Company issued a press release announcing that the Company’s SD7 Ultra was cited in a press release issued by T-Mobile (Nasdaq: TMUS) that announced four major moves showing how T-Mobile is taking its support of first responders to the next level.

On February 26, 2025, Siyata Mobile Inc., (“Purchaser” or “Siyata”), entered into a Merger Agreement (the “Merger Agreement”) with Core Gaming, Inc., a Delaware corporation (the “Company” or “Core”), and Siyata Core Acquisition U.S., Inc., a Delaware Corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”). Purchaser, Merger Sub and the Company may each be referred to hereinafter as a “Party” and, collectively, as the “Parties.”

Merger

Pursuant to the Merger Agreement, the Parties will effect the following transactions:

| a) | The Company will merge (the “Merger”) with and into Merger Sub, with the Company continuing as the surviving entity and a wholly owned subsidiary of Purchaser;
| b) | In exchange for the outstanding shares of the Company’s common stock, Purchaser will issue common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger;
| c) | On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and
| d) | At the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Company and Merger Sub will vest in the Company as the surviving corporation in the Merger.

On March 25, 2025, the Company issued a press release announcing that Core Gaming, who it recently signed definitive merger agreement with, had entered into an arrangement with Fire Rhino Studios (“Fire Rhino”).

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On March 27, 2025, the Company pertaining to its entry into a merger agreement with Core Gaming, released the full text of the ValueScope fairness report, which set forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications in connection with the Core Gaming valuation.

On March 28, 2025, the Company issued a press release announcing its plans to release its financial results for the fourth quarter and full-year ended December 31, 2024, on Monday, March 31, 2025, after market close.

On March 31, 2025, the Company filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) its Audited Consolidated Financial Statements for the year ended December 31, 2024, and its Management’s Discussion and Analysis for the year ended December 31, 2024. Simultaneously, the Company also issued a press release announcing its financial results for the three and 12 months ended December 31, 2024.

On April 4, 2025, the Company, issued a press release announcing that its SD7 Handsets will be deployed to help enable mission-critical communications during the 2025 Baker To Vegas Challenge Cup Relay.

Outlook

Siyata has laid the foundation for greater distribution with expanded partnerships, key new sale hires, and expanded product offerings into North America. Siyata is hopeful that this momentum will continue throughout 2024, in particular, as it leverages its key sales channels, and with its expanded and refreshed product offerings.

See also Item 4. A. “Information on the Company – History and Development of the Company.”

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024

The following is an analysis of the Company’s operating results for the year ended December 31, 2024, and includes a comparison against the year ended December 31, 2023.

Operations:

Revenues in 2024 of $11,629,572 compared to $8,233,301 for 2023 is a $3,396,271 increase year over year (41.3% increase) which is due mainly to a $4,423,000 increase in rugged devices sold (73.6% increase year over year) due to traction in the increase in sales of the SD7 and VK7 rugged devices, offset by the decrease in booster sales of $1,026,000 year over year (46.2% decrease)

Gross Margin dollars in 2024 of $2,142,407 (18.4% of sales) versus $2,657,929 (32.3% of sales) in 2023, a reduction of $515,522 (13.9% of sales), is due mainly to the negative margin of 19.4% on sales of $1,573,000 for EMEA certain rugged device plus the remaining inventory on hand impairment of $73,000, and handling and processing costs outsourced in the year adding an additional $465,000 (4% negative gross margin impact) and offset by the increase in volume of the year of $3,396,271 at lower margins.

Amortization and depreciation costs in 2024 of $1,679,839 vs $1,754,957 in 2023, a $75,118 increase, is due to the IFRS16 in North America where one warehouse lease was not renewed.

Development expenses of $625,023 in 2024 versus $578,356 in 2023, an increase of $46,667, is due to increased intangible costs that did not meet the criteria for capitalization.

Selling and marketing costs of $4,480,013 in 2024 versus $4,364,994 in 2023, an increase of $115,019 consists of:

| (i) | selling salaries increased in 2024 to $3,692,000 from $3,343,000 in 2023, an increase of $349,000, or 10.4%, which relates to an increase in business development staff as well as increased sales resulting in increased commissions and incentives earned by sales teams;

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| (ii) | marketing and advertising decreased from $585,000 in 2024 from $865,000 in 2023, a decrease of $280,000 (32.4% decrease) due to the decrease in advertising of cellular boosters in the year as well as more targeted marketing spent through conferences rather than direct marketing;

| (iii) | travel and conferences increased in the year from $203,000 in 2024 versus $157,000 in 2023, a $46,000 decrease (-29.3%), is due to the increased travel by a larger sales force opening new opportunities such as JVC Kenwood in Japan.

Equity promotion and marketing increased in 2024 to $5,920,239 versus $1,371,200 in 2023, an increase of $4,549,039 and relates to large campaigns to increase shareholder awareness about the Company and there existing portfolio of products in the marketplace and re-positioning the Company which resulted in the merger agreement with Core Gaming Inc. that is expected to close in Q2 2025.

Impairment of intangible assets of $279,828 in 2024 versus zero in 2023 relates to the use of the Relief from royalty Method for the valuation of the SD7 and VK7 .: The basic principle behind the Relief from Royalty Method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. The findings using this method resulted in a Fair value of the VK7 at $529,232 and a book value of $809,060, resulting in this $279,828 impairment in value.

General and administrative costs of $4,859,690 in 2024 compared to $5,128,814 in 2023, a decrease of $269,124, relating to:

| (i) | salaries and relate expenses increased from $969,000 in 2024 from $553,000 in 2023, an increase of $416,000 (75.2%) relating to increase in salaries for administrative personnel;
| (ii) | professional services for 2024 was $1,030,000 versus $1,570,000 in 2023, a decrease of $540,000 (34.4%) due to a decrease in both legal fees that in 2024 were included in transaction costs instead of professional fees.
| (iii) | consulting and directors fees increased by $318,000, from $1,449,000 in 2024 versus $1,131,000 in 2023, due to increase in directors fees in 2023 only occurred part way through the year.
| (iv) | G&A travel increased in 2024 to $128,000 versus $63,000 in 2023, an increase of $65,000 that relates to increase to meet new customers and to meet with new manufacturing facilities in the USA to meet domestic demand;
| (v) | office and general expenses of $976,000 in 2024 versus $1,415,000 in 2023, a decrease of $439,000 relating to a reduction in D&O annual insurance premiums dropping resulting in a $161,768 and $280,000 reduction in office and general expenses in EMEA;
| (vi) | regulatory and filing fees of $196,000 in 2024 versus $169,000 in 2023, an increase of $27,000 relates to the increase in F-1 filings and related expenses in the year; and
| (vii) | shareholder relations costs of $112,000 in 2024 versus $228,000 in 2023, a reduction of $116,000 relates to a decrease in investor relations spend in both Canada and in the EMEA.

Bad debts of $6,926 in 2024 versus $47,526 in 2023, a reduction of $40,600.

Inventory impairment of $230,312 in 2024 versus negative $161,450 in 2023, an increase of $391,762 and relates to the impairment of legacy inventory in the EMEA.

Insurance proceeds from the water damage as the one-time reversal of inventory written off in 2022 that was considered salvageable resulting in a gain of $834,713 in 2023 and Nil in 2024 as these proceeds did not recur in 2024.

[Share-based expenses] in 2024 of $283,301 compared to $930,564 in 2023, a reduction of $647,263 that relates to the Company not issuing any new stock options nor RSU since 2022, resulting in a decrease in amortization of options vesting in 2024.

Finance expenses in 2024 was $3,541,594 compared to $841,815 in 2023, an increase of $2,699,779 and relates mainly to the increase in interest paid on sale of future receipts over the prior year of $1,788,768, the increase in factoring and letter of credit charges over the prior year by $324,073, the interest on loans to financial institutions of $145,331, the $477,647 in finance fees in 2024 related to issuance of Class C preferred shares as part of financing fee commitment costs offset by the decrease in back charges and IFRS16 expenses of $36,041.

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Loss on issuance of $6,267,400 in 2024 relates to day one losses on the difference between the fair value and the consideration received for certain capital raises that had derivative instruments that required fair value valuation resulting in this large loss in the year.

Loss on extinguishment of financial liability in 2024 of $601,163 relates to the redemption of certain warrants and the reissuance of other consideration resulting in a loss on extinguishment in 2024 (2023-NIL).

Impairment in fair value of a investment of $1,300,000 in 2024, (2023-NIL) relates to an investment in a private corporation where the company had taken a minority interest and due to the overall lack of information, management determined that the investment should be fully provided for.

Foreign exchange loss (gain) of a loss of $8,523 in 2024 versus a gain of $49,258 in 2023 resulting in a loss increase of $57,781 relates to foreign exchange fluctuations.

Change in fair value of the preferred share liability of $386,022 for 2024 (2023-NIL) relates to fluctuations in fair value of a financial instrument.

Gain on settlement of derivative relates to the difference in the fair value of prefunded warrants on date of issuance and the share price on the date of exercise resulting in a gain of $2,466,512 in 2024 plus a gain on the exchange of warrants for class C preferred shares resulting in a gain of $1,253,315 in 2024 (2023-NIL).

Change in fair value of the warrant liability for 2024 of negative $48,681 versus $1,517,380 in 2023, a decrease of $1,566,070 is due the decrease in the number of warrants outstanding in 2024 compared to 2023 and therefore the drop in fair value fluctuation in 2024.

Transaction costs of $1,487,800 in 2024 versus $99,529 in 2023, an increase of 1,388,271 relates to the 2024 capital raise resulted in many financial instruments and the costs related to said capital raises were treated as transaction costs instead of share issuance costs in the year.

Net loss and Comprehensive loss for the period

We experienced a net loss for the year ended December 31, 2024 of $25,270,714 compared to a net loss of $12,931,794 for 2023, a net loss increase of $712,338,920.

Adjusted EBITDA

For the year ended December 31, 2024, the adjusted EBITDA was negative $14,759,624 compared to negative $7,836,798 in 2023, an EBITDA decrease of $6,422,826. Adjusted EBITDA is defined as the net operating loss excluding depreciation and amortization, and share-based compensation expense. It is a non-IFRS calculation that should be compared to our audited financial information included elsewhere in this Annual Report

B. | Liquidity and Capital Resources

The Company’s objective in managing liquidity risk is to maintain sufficient liquidity in order to meet operational and investing requirements at any point in time. The Company has historically financed its operations primarily through a combination of demand loans and the sale of share capital by way of private placements.

As at December 31, 2024 the Company had a cash balance of $181,730 (December 31, 2023: $898,771 deficit). The Company had an accumulated deficit of $116,021,171 (December 31, 2023: $90,750,457 deficit) and working capital of a $4,947,281 deficit (December 31, 2023: $1,283,021 positive).

Net cash flows related to operating activities used for year ended December 31, 2024, was negative $15,083,655 compared to negative $8,342,760 for 2023, a negative variance of $6,740,895. This increase in cash used was primarily due to the change in net loss for the period including addbacks of $7,968,845 offset by the increase in change in working capital items of $1,227,950.

The non-cash positive working capital variances consisting of a decrease in advances to suppliers of $1,906,930 in 2024, and an increase in accounts payable and accrued liabilities of $1,775,905 offset by an increase in trade and other receivables of $575,694, an increase in prepaids of $233,960, an increase in inventory of $1,792,806 and a decrease in deferred revenue of $147,575.

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Net cash flows used in investing activities for the year ended December 31, 2024 of $3,357,515 versus $2,274,797 for the year ended December 31, 2023, with an increase of $1,082,718. This variance relates primarily to the investment in securities of $1,300,000, the increase in fixed asset additions of $14,641 and the payment of long term receivables of $35,049 offset by the decrease in intangible asset additions of $266,972 in 2024.

Net cash flows from financing activities for the year ended December 31, 2024 were $17,724,129 compared to $9,602,586 for the year ended December 31, 2023. This increase of $8,121,543 relates to increase in proceeds on the exercise of prefunded warrants of $153,646, shares issued under an equity line of credit of $ 1,964,497, the increase in loans from financial institutions of $387,871, the decrease in lease payments of $2,261, the decrease in proceeds of share issuances of $1,017,891, the increase from proceeds of issuance of warrants, preferred shares and common shares in 2024 of $15,604,962, and the increase in net receipts of the sale of future receipts proceeds of $220,536, offset by the issuance of warrants in 2023,, net of redemptions of $3,608,571, the redemption of Class C preferred shares of $353,000, common shares issued in the prior year in excess of 2024 pursuant to a capital raise, net of share issuances costs of $5,780,750 and increase in transaction costs in 2024 over 2023 of $1,487,800.

The future success of the Company is dependent on the continued success of its vehicle-mounted communications products, its mobile rugged phones and its booster products together with the ability to finance the necessary working capital, on agreeable terms, to support the growth of the business.

The Company’s consolidated audited financial statements have been prepared in accordance with IFRS under the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. The consolidated audited financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

8. | SHARE CAPITAL
| (a) | Authorized - Unlimited number of common shares without par value

As at December 31, 2024, the Company had 787,733 common shares issued and outstanding (December 31, 2023 – 3,169).

As of the date of issuance of this annual report, the total outstanding common shares is 3,659,519.

On December 27, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 10 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On Augst 2, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 18 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On December 4, 2023 the Company consolidated (each a “Share”) its common shares on the basis of 7 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

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On August 3, 2023 the Company consolidated (each a “Share”) its common shares on the basis of 100 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On September 24, 2020, the Company consolidated (each a “Share”) its common shares on the basis of 145 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

All transactions for the year ended December 31, 2024 and 2023 are included in the financials statements for the year ended December 31, 2024.

A summary of common share transactions for the year ended December 31, 2024 are follows:

|  | # of shares |  |  | $ |
Shares issued under the Equity Line of credit |  |  | 335,600 |  |  |  | 1,964,497 |
Conversion of Class C preferred shares into common shares |  |  | 128,548 |  |  |  | 954,118 |
Common shares issued for exercise of prefunded warrants |  |  | 300,175 |  |  |  | 15,994,605 |
Common shares issued pursuant to a capital raise |  |  | 20,111 |  |  |  | 253,840 |
Shares issued to a supplier in lieu of cash |  |  | 79 |  |  |  | 34,286 |
Share adjustments on consolidation of shares |  |  | 50 |  |  |  |  |
Total transactions for the year |  |  | 784,564 |  |  |  | 19,201,346 |

Common Share transactions from January 1, 2025 until the date of this annual report are as follows:

| ● | On January 6, 2025, the Company registered amended the November 15, 2024 Equity line of credit to increase the total number of shares to be issued by 20%. Therefore the maximum number of shares to be issued under the equity line of credit is increased by 107,692 from 538,462 common shares of the Company to 646,154 common shares.
| ● | From January 1, 2025 until the date of this audit report, the Company has issued 310,554 of common shares under both the equity line of credit dated November 15, 2025, and the extension agreement registered for an additional 20% of the shares, for total net proceeds after share issuance costs of $1,332,988.
| ● | On January 14, 2025, the Company completed a registered offering for an equity line of credit with one investor. The offering is up to $18,000,000, which would represent approximately 2,739,296 Common Shares. The Company can issue put notices for the investor to purchase common shares to the maximum amount registered, not to exceed the investor owing more than 4.99% of the Company at any time. The price paid by the investor for these shares is the lessor of a) the stock price on the day before the put notice is issued and b) the lowest closing stock price in the three day period following the put notice.

Since the date of registration of January 14, 2025 equity line of credit agreement, a total of 2,160,000 common shares have been issued for total proceeds net of share issuance costs of $4,493,326..

Common share transactions from January 1, 2025 to date of annual report

|  | # of shares |  |  | $ |
Opening Balance January 1, 2025 |  |  | 787,733 |  |  |  | 104,916,071 |
Shares issued under the Equity Line of credit |  |  | 2,643,554 |  |  |  | 6,139,092 |
Conversion of Class C preferred shares |  |  | 228,232 |  |  |  | 727,059 |
Common share balance at the date of the MD&A |  |  | 3,486,519 |  |  |  | 111,782,222 |

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| (b) | Authorized – 2,000 Class “C” preferred shares without par value

As at December 31, 2024, the Company had 909 Class “C” preferred shares issued and outstanding (December 31, 2023 – zero).

As of the date of this annual report, total outstanding Class “C” preferred shares is 622.

All of the Class C preferred shares issued and outstanding are treated as liabilities on the Balance Sheet

Preferred share transactions

All Class “C’ preferred share transaction for the year ended December 31, 2024 are included the Share Capital Section of the Company’s financial statements for the year ended December 31, 2024.

Class C Preferred Share Activity to December 31, 2024
|  | # of Units |  |  | $ Pref Share Liability |
Opening Balance January 1, 2024 |  |  | - |  |  | $ | - |
Issuances for the year |  |  | 2,073 |  |  |  | 2,438,823 |
Redemptions exchanges for the year |  |  | (1,164 | ) |  |  | (1,369,410 | )
Closing Balance December 31, 2024 |  |  | 909 |  |  | $ | 1,069,413 |

Class C Preferred Share Activity January 1, 2025 to date of annual report
|  | # of Units |  |  | $ Pref Share Liability |
Opening Balance January 1, 2025 |  |  | 909 |  |  | $ | 1,069,413 |
Issuances |  |  | 540 |  |  |  | 635,294 |
Redemptions-conversions |  |  | (827 | ) |  |  | (972,941 | )
Closing Balance at date of MD&A 2025 |  |  | 622 |  |  | $ | 731,766 |

Class “C” Preferred share transaction from January 1, 2025 to the date of this MD&A re as follows:

| ● | On January 14, 2025, the Company completed a registered offering for an equity line of credit with one investor A commitment fee of 540 Class C preferred share was given to the investor with a fair value of these preferred shares at an 85% discount to their stated value. The stated value of the 540 Class C preferred shares is $540,000 and the fair value at a 15% discount is $635,294. The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date. On February 3, 2025, the investor converted 235 of the 540 Class C preferred shares into 50,000 common shares resulting in an increase in share capital of $276,470 with no gain or loss on conversion.. On March 24, 2025, the investor converted 90 of these 540 Class C preferred shares into 49,723 common shares resulting in an increase in share capital of $105,882 with no gain nor loss on conversion.
| ● | In February 2025, one of its investors had the Company redeem 163 Class C preferred shares for cash paid by the Company of $163,000 pursuant to the agreement dated December 30, 2024 with said investor.
| ● | On February 5 and February 6, 2025 one of its investors converted a total of 293 Class C preferred shares with a stated value of $293,000 and a fair value of $344,706 into 128,509 common shares of the Company, crediting $344,706 to share capital. There was no gain or loss on the transaction.
| ● | On March 10, 2025, one of its investors had the Company redeem 46 Class C preferred shares for cash paid by the Company of $46,000 pursuant to the agreement dated December 30, 2024 with said investor.

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| (d) | Stock options

The Company has a shareholder-approved “rolling” stock option plan (the “Plan”) in compliance with Nasdaq policies. Under the Plan the maximum number of shares reserved for issuance may not exceed 15% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant, less a discount of up to 25%. Options can have a maximum term of ten years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

A summary of the Company’s stock option activity is as follows:

|  | Number of Stock Options |  |  | Weighted Average Exercise Price |
Outstanding options, December 31, 2022 |  |  | 13 |  |  | $ | 46,376.16 |
Expired/Cancelled |  |  | (1 | ) |  |  | 162,684.00 |
Outstanding options, December 31, 2023 |  |  | 12 |  |  | $ | 38,903.00 |
Expired/Cancelled |  |  | (1 | ) |  |  | 2,268.44 |
Outstanding options, December 31, 2024 |  |  | 11 |  |  | $ | 250,854.55 |

As at December 31, 2024 stock options outstanding are as follows:

Grant Date |  | Number of options outstanding |  |  | Number of options exercisable |  |  | Weighted Average Exercise Price |  |  | Expiry date |  | Remaining contractual life (years) |
15-Nov-20 |  |  | 1 |  |  |  | 1 |  |  |  | 756,000.00 |  |  | 15-Nov-30 |  |  | 5.88 |
15-Nov-20 |  |  | 1 |  |  |  | 1 |  |  |  | 756,000.00 |  |  | 15-Nov-25 |  |  | 0.87 |
13-Apr-22 |  |  | 6 |  |  |  | 6 |  |  |  | 138,600.00 |  |  | 13-Apr-27 |  |  | 2.28 |
12-Jul-22 |  |  | 3 |  |  |  | 2 |  |  |  | 138,600.00 |  |  | 12-Jul-25 |  |  | 0.53 |
Total |  |  | 11 |  |  |  | 10 |  |  | $ | 250,854.55 |  |  |  |  |  | 2.00 |

| (e) | Restricted share units

There were no transactions for the nine-month period ended September 30, 2024.

The Company approved on February 14, 2022, the addition of the issuance of restricted share units to the existing executive stock option plan.

A summary of the Company’s restricted share unit activity during the year ended December 31, 2023 and the year ended December 31, 2024 is as follows:

|  | Number of RSU’s |  |  | Weighted Average Issue Price |
Outstanding RSU, December 31, 2022 |  |  | 25 |  |  | $ | 132,325.20 |
Exercised/cancelled |  |  | (1 | ) |  |  | (138,600.00 | )
Outstanding RSU, December 31, 2023 |  |  | 24 |  |  | $ | 132,352.50 |
Exercised/cancelled |  |  | - |  |  |  | - |
Outstanding RSU, December 31, 2024 |  |  | 24 |  |  | $ | 132,352.50 |

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Restricted share units outstanding at December 31, 2024 and date of MD&A are as follows:

Grant Date |  | Number of RSU’s outstanding |  |  | Number of RSU’s exercisable |  |  | Weighted Average Issue Price |
9-Mar-22 |  |  | 17 |  |  |  | 17 |  |  |  | 129,780.00 |
13-Apr-22 |  |  | 7 |  |  |  | 7 |  |  |  | 138,600.00 |
Outstanding RSU, December 31, 2024 |  |  | 24 |  |  |  | 24 |  |  | $ | 132,352.50 |

| (f) | Agents’ options

There were no transactions for the year ended December 31, 2024

A summary of the Company’s agent options activity is as follows:

|  |  |  |  | Weighted average |
|  | Number of options |  |  | exercise price |
Outstanding agent options, December 31, 2022 |  |  | 8 |  |  | $ | 63,126 |
Granted |  |  | 95 |  |  |  | 90.09 |
Outstanding agent options, December 31, 2023 |  |  | 103 |  |  | $ | 4,986.08 |
Expired |  |  | (2 | ) |  |  | 144,900.00 |
Outstanding agent options, December 31, 2024 and the date of the MD&A |  |  | 101 |  |  | $ | 35,640.85 |

As at December 31, 2024 agent options outstanding are as follows:

Grant Date |  | Number of options outstanding |  |  | Number of options exercisable |  |  | Weighted Average Exercise Price |  |  | Expiry date |  | Remaining contractual life (years) |
29-Sep-20 |  |  | 1 |  |  |  | 1 |  |  | $ | 831,600.00 |  |  | 28-Sep-25 |  |  | 0.74 |
29-Sep-20 |  |  | 2 |  |  |  | 2 |  |  | $ | 863,100.00 |  |  | 28-Sep-25 |  |  | 0.74 |
11-Jan-22 |  |  | 3 |  |  |  | 3 |  |  | $ | 318,780.00 |  |  | 11-Jan-27 |  |  | 2.03 |
31-Oct-23 |  |  | 95 |  |  |  | 95 |  |  | $ | 900.90 |  |  | 31-Oct-28 |  |  | 3.84 |
Total Agent options |  |  | 101 |  |  |  | 101 |  |  |  | 35,640.85 |  |  |  |  |  | 3.69 |

| (g) | Share purchase warrants

A summary of the Company’s share purchase warrant activity is as follows:

|  | Number of Warrants |  |  | Weighted average exercise price |
Outstanding, December 31, 2022 |  |  | 271 |  |  | $ | 272,258.22 |
Granted |  |  | 564 |  |  | $ | 7,001.78 |
Exercised |  |  | (525 | ) |  | $ | 52,272.00 |
Outstanding, December 31, 2023 |  |  | 310 |  |  | $ | 162,219.95 |
Granted |  |  | 300,681 |  |  | $ | 1,231.33 |
Expired |  |  | (10 | ) |  |  | (1,449,000 | )
Exercised/Exchanged |  |  | (300,831 | ) |  | -$ | 640.06 |
Outstanding, December 31, 2024 |  |  | 150 |  |  | $ | 235,120.70 |

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At December 31, 2024 the share purchase warrants outstanding are as follows:

Grant Date |  | Number of Warrants outstanding and exercisable |  |  | Exercise Price |  |  | Expiry date
29-Sep-20 |  |  | 14 |  |  |  | 863,100.00 |  |  | 28-Sep-25
11-Jan-22 |  |  | 794 |  |  |  | 289,800.00 |  |  | 10-Jan-27
31-Oct-23 |  |  | 557 |  |  |  | 12.60 |  |  | none
Total |  |  | 150 |  |  | $ | 235,120.70 |  |  |

There has been no activity from January 1, 2025 until the date of this annual report.

FINANCIAL INSTRUMENTS

The fair values of the Company’s cash, trade and other receivables, accounts payable and accrued liabilities and long-term debt, approximate carrying value, which is the amount recorded on the consolidated statement of financial position.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company places its cash with institutions of high creditworthiness. Management has assessed there to be a low level of credit risk associated with its cash balances.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 64% of the Company’s revenue for the year ended December 31, 2024 (December 31, 2023 -26%) is attributable to sales transactions with a single customer.

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. In prior years, certain key customers were offered extended payment terms on their purchases due to slow down from Covid-19 and budget approvals for government tenders.

More than 74% (2023 – 38%) of the Company’s customers have been active with the Company for over four years, and the allowance for doubtful accounts of $36,973 (2023 - $NIL) has been recognized against these customers. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity, and the existence of previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the Company.

The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

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The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants (if any). These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation.

The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

With the exception of employee benefits, the Company’s accounts payable and accrued liabilities have contractual terms of 90 days. The employment benefits included in accrued liabilities have variable maturities within the coming year.

Market risk

| a) | Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

| a) | Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitivity to interest rates is currently immaterial as the Company’s debt bears interest at fixed rates.

| b) | Price Risk

he Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

C. | Research and development, patents, and licenses, etc.

Research and development

The Company undertakes research activities that present the prospect of gaining new scientific or technical knowledge and understanding, and the Company’s development activities involve a plan or design for the production of new or substantially improved products and processes. The Company conducts its own research and development with its internal engineering teams in Israel and complements that effort with subcontractors for both its hardware and software development. The Company analyzes market trends, evaluates emerging wireless technologies, and innovates to address anticipated customer needs.

Patents

The Company owns two patents that it acquired from Clear RF and the Corporation has entered into several licensing agreements for the use of a trademark and certain patents.

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In March 2021, the Corporation, through a wholly-owned subsidiary of Signifi Mobile Inc., the Corporation’s wholly-owned subsidiary, also acquired all of the outstanding units of Clear RF LLC (“ClearRF”), a Washington State limited liability company, for a total purchase price of $700,000. The purchase price was satisfied by the issuance of approximately $389,970 in Common Shares and a payment of $310,030 in cash. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications, and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things” (“IoT”) applications. ClearRF’s flagship product is a 4G LTE direct connect cellular amplifier designed specifically for fixed and mobile M2M and IoT applications, used to connect directly to any cellular router, modem, embedded module, or alarm panel.

Licensing Agreements

Licensing Agreement with Uniden® America Corp

In December 2012, Signifi Mobile Inc., the Corporation’s wholly-owned subsidiary, entered into a license agreement (as amended, the “Uniden Agreement”) with Uniden America Corporation (“Uniden”). The Uniden Agreement includes renewal options up to December 31,2022 and has been successively renewed up to December 31, 2024 at which point the parties mutually agreed to terminate their licensing agreement effective as of that date.

The Uniden Agreement, as in effect currently, provides the Corporation with the exclusive right to use the trademark “Uniden®” (along with associated designs and trade dress) and distribute, market, and sell its in-vehicle device, cellular signal booster and accessories under the Uniden® brand in the categories of cellular amplifiers, connected vehicle cellular devices, and rugged cellular products, during its term in North America. The Uniden® brand brings strong brand recognition for the Corporation’s devices and introduces a more unified brand to the current dealers, operators, and future customers in North America.

The current Uniden Agreement commenced on January 1, 2020 and expires on December 31, 2031. Minimum annual payments under the Uniden Agreement are $200,000 in 2023-2025 and $250,000 in each of 2026-2028 and $300,000 from 2029-2031 (collectively, the “Minimum Royalty Payments”). At the end of each fiscal year, Siyata has agreed to pay Uniden 3% of any sales from the licensed products under the Uniden Agreement that exceeds the Minimum Royalty Payments for such fiscal year.

Licensing Agreement with Via Licensing Corporation

Effective June 8, 2018, the Corporation entered into two separate patent licensing agreements (together, the “Via Licensing Agreements”) with Via Licensing Corporation to utilize worldwide patents related to the coding and decoding of Android software as well as access and download within the LTE/ 4G network. This patent license is for an initial period of five years and can be extended for a further five-year term. Management is completing the extension prior to the expiry date. Under the Via Licensing Agreements, the Corporation has the right, at any time during the term or any extension thereof, to terminate the agreements upon providing 60 days advanced notice of termination. The Via Licensing Agreements provide for the payment, to Via Licensing Corporation, of quarterly royalty fees that are based solely on product sales and is expressed as a percentage formula based upon the number of units sold, the country in which the units were manufactured, and the country location of the end customer. There are no minimum royalty fees payable under the Via Licensing Agreements.

Licensing Agreement with Wilson Electronics, LLC

Siyata, through its wholly-owned subsidiary, Signifi Mobile Inc., entered into a royalty agreement (the “Wilson Agreement”) with Wilson Electronics, LLC on November 30, 2017, with an effective date of January 1, 2018. The Wilson Agreement permits the Corporation to utilize several of Wilson Electronics’ LLC’s patents related to cellphone boosters. Specifically, under the Wilson Agreement, the Corporation has licensed a patent for its cellular booster portfolio of products, for the rights to the stand-alone cell phone radio signal booster on a worldwide basis. The Wilson Agreement is expected to remain in force until the expiration of all of the patents licensed under the Wilson Agreement expire, which is estimated to occur in December 2027. The Wilson Agreement requires Siyata to pay a royalty to Wilson Electronics, LLC of 4.5% of the sales of booster products, payable quarterly.

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D. | Trend Information

See Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, Subsection A. “Outlook” for trend information.

E. | Critical Accounting Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates:

| i) | Critical accounting estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but not limited to the following:

| ☐ | Income taxes - Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in profit or loss both in the period of change, which would include any impact on cumulative provisions, and future periods. Deferred tax assets, if any, are recognized to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse.
| ☐ | Fair value of stock options and warrants - Determining the fair value of warrants and stock options requires judgments related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate, and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could have a significant impact on the Company’s future operating results or on other components of shareholders’ equity.
| ☐ | Capitalization of development costs and their amortization rate – Development costs are capitalized in accordance with the accounting policy. To determine the amounts earmarked for capitalization, management estimates the cash flows which are expected to be derived from the asset for which the development is carried out and the expected benefit period.
| ☐ | Inventory - Inventory is valued at the lower of cost and net realizable value. Cost of inventory includes cost of purchase (purchase price, import duties, transport, handling, and other costs directly attributable to the acquisition of inventories), cost of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Provisions are made in profit or loss of the current period on any difference between book value and net realizable value.
| ☐ | Estimated product returns - Revenue from product sales is recognized net of estimated sales discounts, credits, returns, rebates, and allowances. The return allowance is determined based on an analysis of the historical rate of returns, industry return data, and current market conditions, which is applied directly against sales.

| ☐ | Impairment of non-financial assets - The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to asset impairment. The recoverable amount of an asset or a cash-generating unit (“CGU”) is determined using the greater of fair value less costs to sell and value in use which requires the use of various judgments, estimates, and assumptions.
| ☐ | Useful life of intangible assets – The Company estimates the useful life used to amortize intangible assets which relates to the expected future performance of the assets acquired based on management estimate of the sales forecast.

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| ☐ | Future purchase consideration - In a business combination, the Company recognizes a contingent consideration at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognized either in profit or loss, or as a change to other comprehensive income (“OCI”). If the contingent consideration is not within the scope of IAS 39, it is measured at fair value in accordance with the appropriate IFRS. Contingent consideration that is classified as equity is not re-measured and subsequent settlement is accounted for within equity.
| ☐ | Contingent consideration from an asset acquisition is recognized when: the conditions associated with the contingency are met; the Company has a present legal or constructive obligation that can be estimated reliably; and it is probably that an outflow of economic benefits will be required to settle the obligation.

| ii) | Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following:

| ☐ | Deferred income taxes – judgments are made by management to determine the likelihood of whether deferred income tax assets at the end of the reporting period will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as the amounts recognized in profit or loss in the period in which the change occurs.
| ☐ | Functional currency - The functional currency for the Company and each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates. The Company has determined the functional currency of each entity to be the Canadian dollar with the exception of Siyata Israel which has the functional currency of the US dollar. Such determination involves certain judgments to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions that determine the primary economic environment.
| ☐ | Going concern – As disclosed in Note 1 to the consolidated financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

None than specifically apply to the Company as evaluated by management.

RELATED PARTY TRANSACTIONS

Key Personnel Compensation

Key Personnel Compensation

Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel for the three and years ended December 31, 2024 and 2023 are as follows:

|  | (in thousands) |
Payments to key management personnel |  | Three months ended December 31 |  |  | Year ended December 31 |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Salaries, consulting, and directors’ fees |  | $ | 259,473 |  |  | $ | 436,191 |  |  | $ | 1,434,894 |  |  | $ | 1,443,601 |
Share-based payments |  |  | 40,062 |  |  |  | 120,368 |  |  |  | 224,370 |  |  |  | 713,514 |
Total |  | $ | 299,535 |  |  | $ | 556,558 |  |  | $ | 1,659,264 |  |  | $ | 2,157,115 |

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Salaries, consulting, and directors’ fees shown above are classified within profit and loss as shown below:

|  |  |  | (in thousands) |
|  |  |  | Three months ended Dec 31 |  |  | Year ended Dec 31 |
Type of Service |  | Nature of Relationship |  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Selling and marketing expenses |  | VP Technology/VP Sales International |  |  | 40 |  |  |  | 87 |  |  |  | 287 |  |  |  | 313 |
General and administrative expense |  | Companies controlled by the CEO, CFO and Directors |  |  | 219 |  |  | $ | 349 |  |  |  | 1,148 |  |  |  | 1,131 |

SUBSEQUENT EVENTS

On January 6, 2025, the Company registered amended the November 15, 2024 Equity line of credit to increase the total number of shares to be issued by 20%. Therefore the maximum number of shares to be issued under the equity lone of credit is increased by 107,692 from 538,462 common shares of the Company to 646,154 common shares.

a)    From January 1, 2025 until the date of this audit report, the Company has issued 310,554 of common shares under both the equity line of credit dated November 15, 2025 and the extension agreement registered for an additional 20% of the shares, for total net proceeds after share issuance costs of $_1,332,989.

b)    On January 14, 2025, the Company completed a registered offering for an equity line of credit with one investor. The offering is up to $18,000,000 which would represent approximately 2,739,296 Common Shares. The Company can issue put notices for the investor to purchase common shares to the maximum amount registered, not to exceed the investor owing more than 4.99% of the Company at any time. The price paid by the investor for these shares is the lessor of a) the stock price on the day before the put notice is issued and b) the lowest closing stock price in the three day period following the put notice.

A commitment fee of 540 Class C preferred share was given to the investor with a fair value of these preferred shares at an 85% discount to their stated value. The stated value of the 540 Class C preferred shares is $540,000 and the fair value at a 15% discount is $635,294. The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date. On February 3, 2025, the investor converted 235 of the 540 Class C preferred shares into 50,000 common shares resulting in an increase in share capital of $276,470 with no gain or loss on conversion. On March 24, 2025, the investor converted 90 of the 540 Class C preferred shares into 49,537 common shares resulting in an increase in share capital of $105,882 with no gain or loss on conversion.

Since the date of registration of this put agreement, a total of 1,690,000 common shares have been issued from this agreement for total proceeds net of share issuance costs of $_4,062,372.

c) In February 2025, one of its investors had the Company redeem 163 Class C preferred shares for cash paid by the Company of $163,000 pursuant to the agreement dated December 30, 2024 with said investor.

d) On February 5 and February 6, 2025 one of its investors converted a total of 293 Class C preferred shares with a stated value of $293,000 and a fair value of $344,706 into 128,509 common shares of the Company, crediting $344,706 to share capital. There was no gain or loss on the transaction.

e) On March 10, 2025, one of its investors had the Company redeem 46 Class C preferred shares for cash paid by the Company of $46,000 pursuant to the agreement dated December 30, 2024 with said investor.

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f) On February 26, 2025, Siyata Mobile Inc., the Company entered into a Merger Agreement” with Core Gaming, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the Parties will effect the following transactions: The Company will merge with and into a Merger Sub, with the Company continuing as the surviving entity and a wholly owned subsidiary of Purchaser. This is a reverse takeover where Core Gaming Inc. shareholders will be the majority owners with approximately 90% of the outstanding shares and the Company’s legacy shareholders will own approximately 10% of the merged entities.

In exchange for the outstanding shares of the Company’s common stock, Purchaser will issue common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. In exchange for the outstanding shares of the Company’s common stock, the Company will issue common shares to the shareholders of Core Gaming Inc. based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of the Company’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and at the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Core Gaming and the Merger Sub will vest in the Company as the surviving corporation in the Merger.

The board of directors of Purchaser at the Effective Time will consist of five members, four of whom will be designated by the Company and one of whom will be Marc Seelenfreund. The officers of Purchaser at the Effective Time will be Aitan Zacharin as the Chief Executive Officer and Gerald Bernstein as the Chief Financial Officer. The Merger Agreement provides that, to the extent permitted and in accordance with applicable law, none of the PTT Subsidiaries (as defined in the Merger Agreement) will have a board of directors and Marc Seelenfreund will be the sole officer of each of the PTT Subsidiaries, with full executive power and authority to operate the PTT Retained Business (as defined in the Merger Agreement).

C. | Off-Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

Additional Information

Additional information relating to the Company can be found on SEDAR+ at www.sedar.com.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. | Directors and Senior Management

Set forth below is information concerning our directors, executive officers, and other key employees.

Name |  | Age |  | Position(s)
Marc Seelenfreund |  | 58 |  | Director; Chief Executive Officer
Gerald Bernstein |  | 62 |  | Chief Financial Officer
Glenn Kennedy |  | 58 |  | Vice President of Sales
Gidi Bracha |  | 48 |  | Vice President of Technology and Product Development
Campbell Becher |  | 60 |  | Director
Gary Herman |  | 61 |  | Director and Chairman of the Board of Directors
Lourdes Felix |  | 56 |  | Director

Marc Seelenfreund. Marc Seelenfreund is the Founder and CEO of Siyata Mobile Inc. since July 2015, when the reverse takeover of Teslin Resources created Siyata Mobile Inc. Marc Seelenfreund has over 20 years’ experience in the telecom and cellular arena as founder of a leading telecom distribution company representing multiple global telecom vendors. From August 2004 to July 2015, he was the CEO of Accel Telecom Inc. a key importer and integrator of advanced telecom equipment into the Israeli telecom market. Accel Telecom Inc’s products and services included importing and distribution of mobile devices, including smartphones and feature phones, integration of cloud software, and distribution and integration of networking equipment including routers and mobile broadband solutions. Marc Seelenfreund received a law degree from Bar Ilan University and is the Chairman of Ono Academic College.

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Gerald Bernstein. Gerald Bernstein has been CFO of the Company since July 2016. Mr. Bernstein was previously the VP Finance from July 2015 until June 2016 of Pazazz Printing Inc. a printing and fulfillment service to ensure a seamless flow throughout projects including printing, graphic design, direct marketing, fulfillment and logistics. Previously, Mr. Bernstein served as the VP Finance from July 2013 until February 2015 of Amcor Holdings Inc., an international real estate development and management company. From September 2003 until July 2015, Mr. Bernstein was a self-employed certified public accountant consultant, working on various mandates in mortgage financing, tax planning, turnaround, process re-engineering and private equity due diligence. Mr. Bernstein holds a Bachelor of Commerce Degree and a Graduate Diploma in Public Accountancy from McGill University. Mr. Bernstein has been a member of the Canadian Institute of Chartered Professional Accountants since 1987.

Glenn Kennedy. Glenn Kennedy has over 25 years of sales experience in the telecommunications industry where he has managed sales nationally for Motorola Canada, HTC Communications Canada and Sonim Technologies; Glenn Kennedy is the VP Sales of Siyata Mobile Inc. since January 2017 including product certification, sales training and education to the marketplace. Previously Mr. Kennedy severed as the Director of Carrier Sales for Sonim Technologies working exclusively on the Rogers Wireless account from October 2015 until December 2016. Mr. Kennedy was the National Account Manager for HTC Communications Canada, working exclusively on the Bell Mobility account from August 2011 until August 2015. From April 2003 until May 2011, Mr. Kennedy was the National Account Manager for Motorola Mobility, working specifically on the Telus account. Mr. Kennedy has earned a Bachelor of Arts with Honors in Business Administration from the Richard Ivey School of Business at the University of Western Ontario.

Gidi Bracha. Gidi Bracha served as a VP of Technology since 2011 and has spearheaded the development of Siyata’s various cellular products. Mr. Bracha has over 15 years of technological experience in the telecommunications industry. Mr. Bracha has served in various key positions at Cellcom, Israel’s leading cellular provider, including Head of Car Mobility Products and as a Director of Type Approvals. Mr. Bracha has served as an engineer in the Anti-Aircraft division of the air force in the IDF. Mr. Bracha holds a bachelor’s degree in Engineering and Business Management from the University of Derby.

Gary Herman. Mr. Herman has been a member of the Board since August 10, 2023, and become Chair of the Board effective May 15, 2024. Mr. Herman is a seasoned investor with many years of investment and advisory experience. Since 2005, Mr. Herman has managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates. From January 2011 to August 2013, he was a managing member of Abacoa Capital Management, LLC, which managed, Abacoa Capital Master Fund, Ltd. focused on a Global-Macro investment strategy. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities LLC, a FINRA-registered broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities, Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr. Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music. Mr. Herman has many years of experience serving on the boards of private and public companies. He presently sits on the board of SusGlobal Energy Corp. (OTC: SNRG) as well as the Board and Audit Chairperson of: XS Financial Inc. (CSE: XS).

Campbell Becher. Campbell Becher is the Chief Executive Officer of IberAmerican Lithium, and has held that position since September 2023. Mr. Becher has also been president of Orchid Capital Partners Corp. since 2014 and has over 20 years of experience in investment banking, including the founding of Byron Capital Markets, an investment bank focused on the electric metals sector. Mr. Becher served as Byron’s CEO from 2008 to 2014 and led its sponsorship of the Electric Metals Conference for several years as well as sponsoring the Industrial Minerals World Lithium Conference. Mr. Becher currently serves as a board member at Royal Helium Ltd. and Strategic Minerals Europe Corp. and previously served as a Managing Director at Haywood Securities Inc. Mr. Becher attended both Lakehead University and Brock University studying Business Administration.

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Lourdes Felix. Lourdes Felix is a corporate finance executive offering over fifteen years of combined experience in public accounting and in the private sector in building, leading, and advising corporations through complex restructurings. Ms. Felix has been instrumental in assisting in capital procurement and implementing an audit committee. She is thoroughly experienced in guiding troubled companies to greater efficiency and profitability. Ms. Felix has acquired expertise in securities laws and knowledge of SOX requirements. She has worked with private and public SEC reporting companies. Ms. Felix was previously the controller for a mid-size public accounting firm for over seven years and was responsible for the operations and financial management of regional offices. Her experience includes a wide variety of industries including advertising, marketing, non-profit organizations, medical practices, mortgage banking, manufacturing and SEC reporting companies. She has assisted companies with documented contributions leading to improved financial performance, heightened productivity, and enhanced internal controls. Ms. Felix has been a Director of BioCorRx Inc. since March 7, 2013. Ms. Felix was appointed Chief Executive Officer of BioCorRx on November 9, 2020 and became Chief Financial Officer of BioCorRx on October 1, 2012. Ms. Felix was President of BioCorRx from February 26, 2020 until she resigned upon her appointment as CEO on November 9, 2020. Ms. Felix is very active in the Hispanic community and speaks fluent Spanish. Ms. Felix holds a Bachelor of Science degree in Business Management and Accounting from University of Phoenix.

Family Relationships

None of our directors or executive officers has a family relationship.

| B. | Compensation

Executive Compensation

The following table sets forth certain information with respect to compensation, for the year ended December 31, 2024, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our executive officers.

|  | Salary |  |  | Bonus |  |  | Option Award (1) |  |  | Total |
Gerald Bernstein |  | $ | 255,817 |  |  | $ | 40,000 |  |  | $ | 29,634 |  |  | $ | 325,451 |
Marc Seelenfreund (2) |  | $ | 361,509 |  |  |  | 100,000 |  |  | $ | 152,221 |  |  | $ | 613,730 |
Gidi Bracha |  | $ | 221,500 |  |  |  | - |  |  | $ | 22,880 |  |  | $ | 244,380 |
Glenn Kennedy |  | $ | 231,825 |  |  |  | - |  |  | $ | 29,634 |  |  | $ | 261,459 |
Total |  | $ | 1,070,651 |  |  | $ | 140,000 |  |  | $ | 234,369 |  |  | $ | 1,445,020 |

(1) | Represents the aggregate grant date fair value computed in accordance with IFRS 2 Share-based payments. The price for each amount is based on the closing price of the trading price of our shares on the NASDAQ on the date of grant.
(2) | Includes 14 restricted share units that vest over three years that were issued on March 9, 2022

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2024 Outstanding Option Awards at Fiscal Year Ended

Name |  | Number of securities underlying unexercised options (#) |  |  | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) |  |  | Option exercise price $USD |  |  | Option expiration date |  | Number of shares or units of stock that have not vested (#) |  |  | Market value of shares of units of stock that have not vested ($) |  |  | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) |  |  | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
Marc Seelenfreund |  |  | 1 |  |  |  | 0 |  |  | $ | 756,000 |  |  | 15-Nov-25 |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 14 |  |  |  |  |  |  |  | N/A |  |  | N/A |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 15 |  |  |  | 0 |  |  |  |  |  |  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Gerald Bernstein |  |  | 2 |  |  |  |  |  |  |  | N/A |  |  | N/A |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 2 |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Glenn Kennedy |  |  | 1 |  |  |  |  |  |  | $ | 138,600 |  |  | 12-Jul-27 |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 1 |  |  |  |  |  |  | $ | 138,600 |  |  | 13-Apr-27 |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 2 |  |  |  | 0 |  |  |  |  |  |  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Gidi Bracha |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  | 2 |  |  |  |  |  |  |  | N/A |  |  | N/A |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 2 |  |  |  |  |  |  | $ | 138,600 |  |  | 13-Apr-27 |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 4 |  |  |  | 0 |  |  |  |  |  |  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Lourdes Felix |  |  | 1 |  |  |  | 0 |  |  | $ | N/A |  |  | 15-Nov-25 |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
|  |  | 1 |  |  |  | 0 |  |  |  |  |  |  |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |

Agreements with Named Executive Officers

Marc Seelenfreund, Chief Executive Officer

Effective July 1, 2018, the Company entered into a consulting agreement with BSD Ltd. and Marc Seelenfreund, or the Seelenfreund Consulting Agreement, pursuant to which Marc Seelenfreund, as Chief Executive Officer, will be paid an initial base salary approximately $300,000. The Seelenfreund Consulting Agreement also contains change of control provisions such that if the Seelenfreund Consulting Agreement is terminated by us without good cause or Marc Seelenfreund is constructively dismissed within six months of a change of control, Marc Seelenfreund will receive a lump-sum payment equal to 36 months’ worth of salary in addition to the continuing payment of a quarterly bonus equal to 5% of the Company’s EBITDA for three years following the termination or constructive dismissal, as applicable. In the event of a hostile change of control, Marc Seelenfreund will be entitled to elect to terminate the Seelenfreund Consulting Agreement and will thereafter be entitled to receive a lump-sum payment equal to 36 months’ worth of salary in addition to the continuing payment of a quarterly bonus equal to 5% of the Company’s EBITDA for three years following the election. In July 2019, the Seelenfreund Consulting Agreement was assigned to BASAD Partners Ltd.

Effective November 1, 2020, the Company entered into a consulting agreement with Mr. Seelenfreund, or the Seelenfreund Director Service Agreement, pursuant to which Mr. Seelenfreund, as a member of the Board of Directors, will be paid an initial base salary of approximately $40,000. The Seelenfreund Director Service Agreement also contains change of control provisions such that if there is a change of control, Mr. Seelenfreund’s stock option vesting will be accelerated.

Effective March 9, 2022, the Company granted 14 RSU’s to Marc Seelenfreund that vest quarterly over three years with the first vesting as at the date of the grant.

Effective November 1, 2022, the Company amended the consulting agreement with Marc Seelenfreund pursuant to which Marc Seelenfreund, as an officer of the Company will be paid an annual fee of $360,000. The term of the amended agreement is effective November 1, 2022 and automatically renews each year, unless terminated otherwise. The consulting agreement has been re-assigned to BSD Capital Partners Ltd. This consulting agreement has an automatic renewal clause for a further term of 26 months and therefore has renewed automatically.

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Gerald Bernstein, Chief Financial Officer

Effective July 1, 2018, we entered into an amended and restated employment agreement with Gerald Bernstein, or the Bernstein Employment Agreement, pursuant to which Gerald Bernstein, as CFO, will be paid an initial base salary of $102,790 ($140,000 CAD) per year. The Bernstein Employment Agreement also contains change of control provisions such that if the Bernstein Employment Agreement is terminated without good cause by us or Gerald Bernstein is constructively dismissed within six months of a change of control, Gerald Bernstein will receive a lump-sum payment equal to two years’ worth of salary.

Effective November 1, 2020, we entered into an amended and restated employment agreement with Mr. Bernstein, or the Bernstein Employment Agreement, pursuant to which Mr. Bernstein, as Chief Financial Officer, will be paid an initial base salary of $225,000 per year on a three- year term. The Bernstein Employment Agreement also contains change of control provisions such that if the Bernstein Employment Agreement is terminated without good cause by us or Mr. Bernstein is constructively dismissed within six months of a change of control, Mr. Bernstein will receive a lump-sum payment equal to two years’ worth of salary. Effective November 1, 2020, Siyata entered into a two year employment with Gerald Bernstein, pursuant to which Gerald will continue to be the Chief Financial Officer and will be paid an annual base salary of $CAD300,000. Effective April 13, 2022, Gerald was granted 2 RSU’s that vest quarterly over three years with the first vesting as at the date of the grant. Gerald’s contract is automatically renewed on the same terms and conditions.

Glenn Kennedy, Vice President of Sales (North America)

Effective November 26, 2018, we entered into a consulting agreement with Glenn Kennedy, or the Kennedy Consulting Agreement, pursuant to which Glenn Kennedy, as Vice President of Sales, North America, will be paid an annual fee of CAD$150,000. According to the terms of the Kennedy Consulting Agreement, Mr. Kennedy received commission of 1.5% on all North American sales of our products exceeding CAD$5,000,000 but less than CAD$18,500,00, and commission of 0.75% on sales exceeding CAD$18,500,000. Effective January 1, 2021, the Kennedy Consulting Agreement was amended to update the commission rates to be paid to Mr. Kennedy in connection with the sales of our products. Pursuant to the amendment, Mr. Kennedy will receive commission of 1.5% of the gross sales of the UV350 and CP250 devices in Canada, in international markets other than the U.S. and Israel, and to MSI, other than in Israel. Mr. Kennedy will also receive commission of 1.5% of the gross sales of boosters to Canadian carriers, International Carriers and Motorola worldwide, and 0.25% of gross sales of boosters, UV350 and CP250 devices to U.S. carriers. The Kennedy Consulting Agreement can be terminated without good cause by either us or Mr. Kennedy upon 90 days’ notice.

Effective January 1, 2021, we entered into an addendum # 1 to the consulting agreement of Glenn Kennedy dated November 18, 2018, whereby the agreement is renewed for a further term of two years commencing on January 1, 2021 and expiring on December 31, 2022. The base fee will remain at $150,000 CAD per annum. The commission will be all of (i) 1.5% of gross sales of the UV350 and the CP250 in any of Canada, international markets, outside of the USA and Israel, and to Motorola worldwide (other than Motorola Israel). (ii) 1.5% of the gross sales of Boosters sold to Canadian Carriers, International carriers and Motorola worldwide, (iii) 0.25% of gross sales of boosters to the US carrier and UV350 and CP250 devices to U.S. carriers.

Effective April 13, 2022, Glenn Kennedy was granted 1 stock option with a $138,600 exercise price that vest quarterly over three years with the first vesting as at the date of the grant.

Effective July 12, 2022, 2022, Glenn Kennedy was granted 1 stock option with a $138,600 exercise price that vest quarterly over three years with the first vesting as at the date of the grant.

Effective January 1, 2023, we entered into an addendum # 2 to the consulting agreement of Glenn Kennedy dated November 18, 2018, whereby the agreement is renewed for a further term of three years commencing on January 1, 2023 and expiring on December 31, 2025. The base fee will remain at $165,000 CAD per annum. The commission will be all of (i) 1.5% of gross sales of the UV350, CP250, SD7, SD7+, SD8 and VK7 Devices (in any of Canada, international markets, outside of the USA and Israel, and to Motorola worldwide (other than Motorola Israel). (ii) 1.5% of the gross sales of Boosters sold to Canadian Carriers, International carriers and Motorola worldwide, (iii) 0.25% of gross sales of boosters to the US carrier and UV350, CP250, SD7, SD7+, SD8 and VK7 devices to U.S. carriers.

Effective May 1, 2023, we entered into Addendum # 3 to the consulting agreement of Glenn Kennedy dated November 18, 2018, whereby the agreement is amended to increase the Base fee to $CAD200,000 per annum.

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Gidi Bracha, Vice President of Technology and Product Development

Effective January 1, 2020, we entered into a consulting agreement with Gidi Bracha, or the Bracha Consulting Agreement, pursuant to which Gidi Bracha, as Vice President of Technology and Product Development, will be paid an annual fee of $194,000. Additionally, Mr. Bracha will receive a car allowance of $20,000. The Bracha Consulting Agreement can be terminated without good cause by either us or Mr. Bracha upon 90 days’ notice.

Effective July 12, 2022, 2022, Gidi Bracha was granted 1 stock option with a $138,600 exercise price that vest quarterly over three years with the first vesting as at the date of the grant.

Effective July 12, 2022, 2022, Gidi Bracha was granted 1 RSU’s that vest quarterly over three years with the first vesting as at the date of the grant.

Non-Employee Director Compensation

The following table sets forth information regarding compensation earned, in USD$, during the year ended December 31, 2024 by our non-employee directors who served as directors during such year.

Name |  | Salary |  |  | Bonus |  |  | Option Awards |  |  | Total |
Steve Ospalak |  | $ | 74,250 |  |  |  |  |  |  | $ | - |  |  | $ | 74,250 |
Gary Herman |  |  | 145,337 |  |  |  |  |  |  |  | - |  |  |  | 145,337 |
Campbell Becher |  |  | 31,361 |  |  |  |  |  |  |  |  |  |  |  | 31,361 |
Peter Goldstein |  |  | 40,420 |  |  |  |  |  |  |  | - |  |  |  | 40,420 |
Lourdes Felix |  |  | 99,000 |  |  |  |  |  |  |  | - |  |  |  | 99,000 |
Total |  | $ | 390,368 |  |  |  |  |  |  | $ | - |  |  | $ | 390,368 |

Effective November 1, 2020, Siyata entered into a two year consulting agreement with Stephen Ospalak, or, the Ospalak Consulting Agreement, pursuant to which Stephen Ospalak, as a member of the Board of Directors, will be paid an annual fee of $37,000. Additionally, Stephen Ospalak was granted 29 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $4,200 per share with an expiry date of 5 years from the date of granting.

Effective March 9, 2022, Siyata amended the consulting agreement with Stephen Ospalak, or, the Amended Ospalak Consulting Agreement, pursuant to which Stephen Ospalak, as a member of the Board of Directors, will be paid an annual fee of $97,000. Additionally, Stephen Ospalak was granted 129 restricted stock units, RSU’s, to vest immediately. The term of the amended agreement is effective March 9, 2022 and expired on March 8, 2024.

Effective August 3, 2023 Steve Ospalak compensation was amended to $99,000 on an annual basis.

Effective August 29, 2024. Steve Ospalak resigned as director.

Effective October 29, 2021, Siyata entered into a two year consulting agreement with Lourdes Felix, pursuant to which Lourdes Felix, as a member of the Board of Directors, will be paid an annual fee of $43,200.

Effective August 3, 2023 Lourdes Felix compensation was amended to $99,000 on an annual basis.

Effective March 9, 2022, Siyata amended the consulting agreement with Lourdes Felix, pursuant to which Lourdes Felix, as a member of the Board of Directors, will be paid an annual fee of $98,000. Additionally, Lourdes Felix was granted 1 RSU, to vest immediately. The term of the amended agreement is effective March 9, 2022 and expires on March 8, 2024.

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Effective August 10, 2023, the Company entered into a consulting agreement with Gary Herman, pursuant to which as a member of the Board of Directors, will be paid an annual fee of $99,000

Effective June 1, 2024, the Company increased Mr. Herman compensation from $99,000 per annum to $159,000 per annum as a result of his promotion to Chair of the Board effective May 15, 2024.

Effective September 1, 2024, the Company entered into a consulting agreement with Campbell Becher, pursuant to which as a member of the Board of Directors, Mr. Becher will be paid an annual fee of $99,000 for the time that Mr. Becher is a director of the Company.

Effective November 1, 2020, Siyata entered into a two year consulting agreement with Peter Goldstein, or, the Goldstein Consulting Agreement, pursuant to which Peter Goldstein, was paid an annual fee of $42,000.

Effective March 9, 2022, Siyata amended the consulting agreement with Peter Goldstein, or, the Amended Goldstein Consulting Agreement, pursuant to which Peter Goldstein, was paid an annual fee of $97,000 for the time that Mr. Becher is a director of the Company. Additionally, Peter Goldstein was granted 1 RSU to vest immediately. The term of the amended agreement is effective March 9, 2022 and expires on March 8, 2024. Peter Goldstein resigned effective May 15, 2024.

| C. | Board Practices

Board of Directors Structure

Our board of directors currently consists of five directors of which three of our directors have been determined to be “independent” within the meaning of Section 5605(a)(2) of the NASDAQ Listing Rules and meet the criteria for independence set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Our articles provide that, so long as we are a public company, the board of directors must be composed of the greater of three members and the number set by ordinary resolution of our shareholders, which was set at five members. Our directors serve until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. For more information on the date of expiration of each director’s term and the length of time each director has served, see “Item 6.A. Directors and Senior Management.” Our directors may be removed at any time, with or without cause, by a resolution of the shareholders’ meeting.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Insider Participation Concerning Executive Compensation

No executive officer of the Company is involved in determinations regarding executive officer compensation.

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Committees of the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which acts pursuant to a charter governing the authority and responsibility of each committee. We have determined that Stephen Ospalak, Gary Herman and Lourdes Felix will satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Gary Herman, Stephen Ospalak, and Lourdes Felix. Lourdes Felix is the chairperson of our audit committee. Our board also has determined that Gary Herman qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response;

| ● | discussing the annual audited financial statements with management and the independent auditors;

| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

| ● | reviewing and approving all proposed related party transactions;

| ● | meeting separately and periodically with management and the independent auditors; and

| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. We follow home country rules with respect to the composition and responsibilities of our compensation committee. Our compensation committee consists of Lourdes Felix, Stephen Ospalak and Gary Herman. Steve Ospalak is the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

| ● | reviewing and approving the total compensation package for our most senior executive officers;

| ● | approving and overseeing the total compensation package for our executives other than the most senior executive officers;

| ● | reviewing and recommending to the board with respect to the compensation of our directors;

| ● | reviewing periodically and approving any long-term incentive compensation or equity plans;

| ● | selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

| ● | reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

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Nominating and Corporate Governance Committee. We follow home country rules with respect to the composition and responsibilities of our nominating and corporate governance committee. Our nominating and corporate governance committee consists of Stephen Ospalak, Gary Herman, and Lourdes Felix. Gary Herman is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee are responsible for, among other things:

| ● | identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;

| ● | reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

| ● | identifying and recommending to our board the directors to serve as members of committees;

| ● | advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Code of Business Conduct and Ethics

Our board of directors has adopted a “Code of Ethical Conduct”. See Item 12B. The Siyata Code of Ethical Conduct establishes standards of desired behaviors that apply to directors, senior management, all employees and contract workers, including the responsibility to be truthful, respect others, comply with laws, regulations and our policies, and engage in sales practices that are fair and not misleading.

The board annually reviews the Code of Ethical Conduct and closely collaborates with management to set the tone from above and promote a strong governance culture that influences Siyata at every level and across our business. Our Code of Ethical Conduct sets out fundamental principles that guide the board in its deliberations. It creates a frame of reference for properly addressing sensitive and complex issues, requiring directors, senior management, and all employees and contract workers to report misconduct. Siyata encourages an open and transparent environment where team members can speak up and raise concerns without any form of retaliation.

Equity Incentive Plans

On January 6, 2022, our board of directors approved an amended and restated equity incentive plan (the “Plan”), which has replaced our previous stock option plan in its entirety. The shareholders of the Company subsequently approved a further amended Plan on February 14, 2022. The Plan permits the Corporation to issue stock options and restricted share units (“RSUs”) to eligible directors, officers, employees, and consultants of the Company. The maximum number of Common shares issued under the Plan, together with any other securities-based compensation, may not exceed 15% of the number of the issued and outstanding Common shares on a fully-diluted basis.

Stock options are exercisable for Common shares. The exercise price of each stock option shall not be less than the market price of the Common shares at the date of grant. Options can have a maximum term of ten years and typically terminate 30 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of our board of directors at the time the options are granted.

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RSUs are redeemable for Common shares, a cash amount in lieu thereof, or a combination of Common shares and cash., less a discount of up to 25%. RSUs typically terminate on the termination of the RSU holder’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Corporation’s board of directors at the time the options are granted. In the event of a change of control, RSUs will immediately vest and be settled for Common shares, a cash amount in lieu thereof, or a combination of Common shares and cash.

As of April 1, 2024, the number of Common Shares reserved for the exercise of awards granted under the Plan was 74,684 In addition, as of April 1, 2024, options to purchase2,130 Common Shares were issued and outstanding, out of which options to purchase 1,422 Common Shares were vested as of that date, with an average exercise price of $2,161.29. Exercise prices in CAD$ are translated into U.S. dollars at the rate of CAD$1.35 = U.S. $1.00, based on the closing rate of exchange between the CAD$ and the U.S. dollar as reported by Bank of Canada on March 29, 2024 addition, restricted share units to purchase 4,390 Common Shares were issued and outstanding at April 1, 2024 out of which restricted share units to purchase 1,422 common Shares were vested as of that date

Under the Plan, the maximum number of Common Shares reserved for issuance may not exceed 10% of the total number of issued and outstanding Common Shares at the time of granting.

Our Plan was adopted by our board of directors on January 6, 2022 and was approved by our shareholders at our annual general and special meeting on February 14, 2022.

| D. | Employees

Employees

As of December 31, 2024, the Corporation had 24 full-time employees and no part-time employees. 10 of the Corporation’s employees are located in Israel, with 2 performing sales functions, 2 performing research and development functions, and 6 performing operations. The other 14 employees are located in North America, with 6 sales members in the USA and 8 employees in Canada, of which 4 are performing sales functions and 4 are performing operations functions.

None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all of our employees. However, in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.

| E. | Share Ownership

See “Item 7. Major Shareholders and Related Party Transactions-A. Major shareholders.”

| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Pursuant to Exchange Act Rule 10D-1 and Nasdaq Rule 5608, the Company adopted on November 29, 2023 a Clawback Policy (the “Clawback Policy”) providing that the Company will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

A true and correct copy of the Clawback Policy is filed as Exhibit 97.1 hereto.

At no time as of December 31, 2024, or since, has the Company awarded any incentive-based compensation that could be subject to recovery under the Clawback Policy.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. | Major Shareholders

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Shares as of April 21, 2025 by:

| ● | each of our directors and executive officers; and

| ● | each person known to us to beneficially own more than 5% of our Common Shares on an as-converted basis.

Except as indicated in footnotes to this table, we believe that the shareholder named in this table has sole voting and investment power with respect to all shares shown to be beneficially owned by it, based on information provided to us by such shareholder. The shareholders listed below do not have any different voting rights from any of our other shareholders.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Siyata Mobile Inc., 7404 King George Blvd., Suite 200, King’s Cross, Surrey, British Columbia V3W 1N6, Canada, 514-500-1181.

|  | Number of Shares Beneficially Owned |  |  | Note |  | Percentage of Share Beneficially Owned |
Directors and Executive Officers |  |  |  |  |  |  |  |  |  |
Marc Seelenfreund |  |  | 15 |  |  | 3 |  |  | *% |
Gerald Bernstein |  |  | 2 |  |  | 4 |  |  | *% |
Glenn Kennedy |  |  | 2 |  |  | 5 |  |  | *% |
Gidi Bracha |  |  | 2 |  |  | 6 |  |  | *% |
Campbell Becher |  |  | 0 |  |  |  |  |  | *% |
Lourdes Felix |  |  | 1 |  |  | 10 |  |  | *% |
All Directors and Executive Officers as a Group (7 people) |  |  | 22 |  |  |  |  |  | 0.0006 | %
5% or Greater Shareholders |  |  | 0 |  |  |  |  |  | 0 |

* | Less than 1%
*** | Lourdes Felix became a Director effective October 29, 2021.

(1) | Beneficial ownership is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person, even if not the record owner, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the “beneficial owner” of securities that the person has the right to acquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity.
(2) | The percentages shown are based on 3,659,519 Common Shares issued and outstanding as of April 21, 2025.

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Changes in Percentage Ownership by Major Shareholders

Record Holders

Based upon a review of the information provided to us by Computershare Limited, there were 59 holders of record of the Common Shares as of April 21, 2025.

These numbers are not representative of the number of beneficial holders of our Common Shares nor is it representative of where such beneficial holders reside, since many of these shares were held of record by brokers or other nominees.

The Company is not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to the Company which would result in a change in control of the Company at a subsequent date.

B. | Related Party Transactions

Other than as disclosed below, and except for the regular salary and bonus payments, including any equity-based issuances, made to our directors and officers in the ordinary course of business as described under “Item 6. Directors, Senior Management and Employees–B. Compensation,” there have been no transactions since January 1, 2019, or any currently proposed transaction or series of similar transactions to which we were or are to be a party, in which the amount involved exceeds $120,000 and in which any of our current or former director or officer of the, any 5% or greater shareholder of ours’ or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

C. | Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. | Consolidated Statements and Other Financial Information

See “Item 14. Financial Statements.”

Legal Proceedings

From time to time, we are involved in various routine legal proceedings incidental to the ordinary course of our business. We do not believe that the outcomes of these legal proceedings have had in the recent past, or will have (with respect to any pending proceedings), significant effects on our financial position or profitability.

Dividends

Subject to the provisions of the Business Corporations Act (British Columbia) and any rights attaching to any class or classes of shares under and in accordance with the Company’s Articles, the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose.

Unless provided by the rights attached to a share, no dividend shall bear interest.

We have never declared or paid any dividends on our Common Shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

Payment of dividends may be subject to Canadian withholding taxes.

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B. | Significant Changes

No significant change, other than as otherwise described in this Annual Report, has occurred in our operations since the date of our consolidated financial statements included in this Annual Report.

ITEM 9. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. | Offer with Listing Details

On September 25, 2020, our Common Shares and Warrants commenced trading on the Nasdaq Capital Market under the symbol “SYTA” and “SYTAW,” respectively.

B. | Plan of Distribution

Not applicable.

C. | Markets

Our Common Shares and Warrants are listed on the Nasdaq Capital Market.

D. | Selling Shareholders

Not applicable.

E. | Dilution

Not applicable.

F. | Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. | Share Capital

See ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS – “SHARE CAPITAL” above.

B. | Articles

Included with the annual 20-F filings of the Company.

C. | Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4. “Information on Our Company,” Item 7B “Major Shareholders and Related Party Transactions – Related Party Transactions” or elsewhere in this Annual Report.

D. | Exchange Controls

There are no laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of our Common Shares

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E. | Taxation

Certain Canadian Federal Income Tax Considerations

The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”) generally applicable to an investor who holds Common Shares and Warrants. For purposes of this summary, references to Common Share include a Common Share acquired on the exercise of a Warrant (“Warrant Share”) unless otherwise indicated. This summary applies only to an investor who is a beneficial owner of Common Shares and Warrants and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at arm’s length with the Company, (ii) is not affiliated with the Company; and (iii) acquires and holds the Common Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants as capital property (a “Holder”).

Common Shares and Warrants will generally be considered to be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” for the purposes of the mark-to-market rules contained in the Tax Act, (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) an interest in which is a “tax shelter investment” for purposes of the Tax Act; (iv) that has made a functional currency reporting election under section 261 of the Tax Act to report its “Canadian tax results” as defined in the Tax Act in a currency other than Canadian currency; (v) that has entered into, or will enter into, a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act) with respect to the Common Shares or Warrants; or (vi) that receives dividends on Common Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act). This summary does not address the deductibility of interest by a Holder who has borrowed money to acquire the Common Shares or Warrants. Such Holders should consult their own tax advisors.

Additional considerations, not discussed herein, may apply to a Holder that is a corporation resident in Canada, and is or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares or Warrants, controlled by a non-resident person or a group of non-resident persons that do not deal with each other at arm’s length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and the Regulations in force on the date hereof, all specific proposals to amend the Tax Act or the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the “CRA”) publicly available prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or in the administrative practices or assessing policies of CRA, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Common Share or Warrants. The following description of income tax matters is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders are urged to consult their own tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Exercise of Warrants

A Holder will not realize a gain or loss upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares of the Company (if any) held as capital property by the Holder immediately before the exercise of the Warrant.

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Taxation of Resident Holders

The following portion of this summary applies to a Holder who, for the purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (a “Resident Holder”). A Resident Holder whose Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors regarding this election.

Expiry of Warrants

The expiry of an unexercised Warrant generally will result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. The tax treatment of capital gains and capital losses is discussed in greater detail below under the heading “Capital Gains and Capital Losses”.

Dividends

Dividends received or deemed to be received on the Common Shares will be included in computing a Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as such terms are defined in the Tax Act). An enhanced gross-up and dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

Dividends received or deemed to be received on the Common Shares by a Resident Holder that is a corporation will be included in computing its income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” as defined in the Tax Act or a “subject corporation” as defined in subsection 186(3) of the Tax Act may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Common Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. Such Resident Holders should consult their own tax advisors in this regard.

Disposition of Common Shares and Warrants

A Resident Holder who disposes, or is deemed to dispose, of a Common Share (other than on a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market), or a Warrant (other than on the exercise thereof) generally will realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of such Common Share or Warrant, as the case may be, immediately before the disposition or deemed disposition. The taxation of capital gains and capital losses is generally described below under the heading “Capital Gains and Capital Losses”.

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in such taxation year. Subject to and in accordance with the rules contained in the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a particular taxation year against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

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The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a Common Share may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on such shares, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Additional Refundable Tax

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including any dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income and taxable capital gains. Proposed Amendments announced by the Minister of Finance (Canada) on April 7, 2022 are intended to extend this additional tax and refund mechanism in respect of such investment income to “substantive CCPCs” as defined in such Proposed Amendments and draft legislation implementing such Proposed Amendments that was released on August 9, 2022. Such Resident Holders should consult their own tax advisors.

Alternative Minimum Tax

Generally, a Resident Holder that is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of the Common Shares or Warrants may be liable for alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors with respect to the application of alternative minimum tax.

Taxation of Non-Resident Holders

The following portion of this summary is generally applicable to Holders who, for the purposes of the Tax Act and at all relevant times: (i) are not resident or deemed to be resident in Canada, and (ii) do not use or hold Common Shares or Warrants in the course of a business carried on or deemed to be carried on in Canada (“Non-Resident Holders”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980), as amended (the “Treaty”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the Treaty (a “Treaty Holder”) is generally reduced to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a Treaty. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. Non-Resident Holders should consult their own tax advisors regarding the application of the Treaty or any other tax treaty.

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Disposition of Common Shares and Warrants

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Shares or Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless such securities, as the case may be, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the Nasdaq), at the time of disposition, the Common Shares and Warrants generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition, (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by, or belonged to, any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, the Common Shares and Warrants may also be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares or Warrants constitute “taxable Canadian property” in their own particular circumstances.

In the event that a Common Share or Warrant constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention, the income tax consequences discussed above for Resident Holders under “Taxation of Resident Holders – Disposition of Common Shares and Warrants” and “Capital Gains and Capital Losses” will generally apply to the Non-Resident Holder. Non-Resident Holders whose Common Shares or Warrants are taxable Canadian property should consult their own tax advisors.

THE FOREGOING SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF COMMON SHARE OR WARRANTS AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF COMMON SHARE OR WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, HOLDING AND DISPOSING OF THE COMMON SHARE OR WARRANTS.

ELIGIBILITY FOR INVESTMENT

In the opinion of our Canadian counsel, based on the current provisions of Tax Act and the Regulations thereunder, in force as of the date hereof, the Common Shares and Warrants, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account, first home savings account, (collectively referred to as “Registered Plans”) or deferred profit sharing plan (“DPSP”) at the time of the acquisition of such Common Shares and Warrant, provided that at such time:

| (i) | in the case of the Common Shares, the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the Nasdaq) or the Company qualifies as a “public corporation” (as defined in the Tax Act); and

| (ii) | in the case of the Warrants,

| a. | the Warrants are listed on a “designated stock exchange” as defined in the Tax Act; or

| b. | the Warrant Shares are qualified investments as described in (i) above and neither the Company, nor any person with whom the Company does not deals at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

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Notwithstanding the foregoing, the holder of, or annuitant or subscriber under, a Registered Plan (the “Controlling Individual”) will be subject to a penalty tax in respect of the Common Shares or Warrants held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A Common Share or Warrant generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Company for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Company. In addition, the Common Shares will generally not be a “prohibited investment” if such shares are “excluded property” (as defined in subsection 207.01(1) of the Tax Act) for the Registered Plan.

Prospective purchasers who intend to hold Common Shares or Warrant in a Registered Plan or DPSP should consult their own tax advisors regarding their particular circumstances.

U.S. Tax Considerations

U.S. Federal Income Tax Considerations

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF COMMON SHARES, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.

Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the Common Shares. For this purpose, a “U.S. Holder” is a holder of Common Shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. Treasury regulations) created or organized under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; or (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations.

This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase our Common Shares. This summary generally considers only U.S. Holders that will own our Common Shares as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax consequences to a person that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof (including with respect to the Tax Cuts and Jobs Act), and the U.S./Canada Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the IRS with regard to the U.S. federal income tax treatment of an investment in our Common Shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.

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This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder based on such holder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local, excise or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity:” (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our Common Shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our Common Shares as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts or grantor trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, Common Shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of partnerships (or other pass-through entities) or persons who hold Common Shares through a partnership or other pass-through entity are not addressed.

Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing of our Common Shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.

Taxation of Dividends Paid on Common Shares

We do not intend to pay dividends in the foreseeable future. In the event that we do pay dividends, and subject to the discussion under the heading “Passive Foreign Investment Companies” below and the discussion of “qualified dividend income” below, a U.S. Holder will be required to include in gross income as ordinary income the amount of any distribution paid on Common Shares (including the amount of any Canadian tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis for the Common Shares to the extent thereof, and then capital gain. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income.

In general, preferential tax rates for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program. The IRS has stated that the Canada/U.S. Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.

In addition, our dividends will be qualified dividend income if our Common Shares are readily tradable on the Nasdaq Capital Market or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a PFIC, as described below under “Passive Foreign Investment Companies.” A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our Common Shares for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our Common Shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.

The amount of a distribution with respect to our Common Shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Canadian taxes withheld therefrom. Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. dollar value. If the U.S. Holder subsequently converts the NIS into U.S. dollars or otherwise disposes of it, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.

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Taxation of the Disposition of Common Shares

Except as provided under the PFIC rules described below under “Passive Foreign Investment Companies,” upon the sale, exchange or other disposition of our Common Shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis for the Common Shares in U.S. dollars and the amount realized on the disposition in U.S. dollar (or its U.S. dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale, exchange or other disposition of Common Shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition. Individuals who recognize long-term capital gains may be taxed on such gains at reduced rates of tax. The deduction of capital losses is subject to various limitations.

Gain realized by a U.S. Holder on a sale, exchange or other disposition of Common Shares will generally be treated as U.S. source income for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the sale, exchange or other disposition of Common Shares is generally allocated to U.S. source income. The deductibility of a loss realized on the sale, exchange or other disposition of Common Shares is subject to limitations. An additional 3.8% net investment income tax (described below) may apply to gains recognized upon the sale, exchange or other taxable disposition of our Common Shares by certain U.S. Holders who meet certain income thresholds.

Passive Foreign Investment Companies

Special U.S. federal income tax laws apply to U.S. taxpayers who own shares of a corporation that is a PFIC. We will be treated as a PFIC for U.S. federal income tax purposes for any taxable year that either:

| ● | 75% or more of our gross income (including our pro rata share of gross income for any company, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive; or

| ● | At least 50% of our assets, averaged over the year and generally determined based upon fair market value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income.

For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from notional principal contracts. Cash is treated as generating passive income.

We do not expect that we will be treated as a PFIC for the current taxable year. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of our Common Shares. Accordingly, there can be no assurance that we currently are not or will not become a PFIC.

If we currently are or become a PFIC, each U.S. Holder who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our Common Shares at a gain: (1) have such distribution or gain allocated ratably over the U.S. Holder’s holding period for the Common Shares, as the case may be; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to these special U.S. federal income tax rules.

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The PFIC rules described above would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the Common Shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. We do not intend to furnish U.S. Holders annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. Therefore, the QEF election will not be available with respect to our Common Shares.

In addition, the PFIC rules described above would not apply if we were a PFIC and a U.S. Holder made a mark-to-market election. A U.S. Holder of our Common Shares which are regularly traded on a qualifying exchange, including the Nasdaq Capital Market, can elect to mark the Common Shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the Common Shares and the U.S. Holder’s adjusted tax basis in the Common Shares. Losses are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years.

U.S. Holders who hold our Common Shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC. U.S. Holders are strongly urged to consult their tax advisors about the PFIC rules.

Tax on Net Investment Income

Subject to certain adjustments under the PFIC rules, U.S. Holders who are individuals, estates or trusts will generally be required to pay a 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our Common Shares), or in the case of estates and trusts on their net investment income that is not distributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.

Tax Consequences for Non-U.S. Holders of Common Shares

Except as provided below, an individual, corporation, estate or trust that is not a U.S. Holder referred to below as a non-U.S. Holder, generally will not be subject to U.S. federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our Common Shares.

A non-U.S. Holder may be subject to U.S. federal income tax on a dividend paid on our Common Shares or gain from the disposition of our Common Shares if: (1) such item is effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States and, if required by an applicable income tax treaty is attributable to a permanent establishment or fixed place of business in the United States; or (2) in the case of a disposition of our Common Shares, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the disposition and other specified conditions are met. Any dividend income or gain described in clause (1) above will be subject to U.S. federal income tax on a net income tax basis in the same manner as a U.S. Holder and, with respect to corporate holders, a branch profits tax imposed at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) may also apply to its effectively connected earnings and profits (subject to adjustments). Any dividend income or gain described in clause (2) above that is not effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the U.S. generally will be subject to 30% withholding tax (or such lower rate as may be specified by an applicable income tax treaty) net of certain U.S. source capital losses.

In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our Common Shares if payment is made through a paying agent, or office of a foreign broker outside the United States. However, if payment is made in the United States or by a U.S. related person, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides an applicable IRS Form W-8 (or a substantially similar form) certifying its foreign status, or otherwise establishes an exemption.

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The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Information Reporting and Withholding

A U.S. Holder may be subject to backup withholding at a rate of 24% with respect to cash dividends and proceeds from a disposition of Common Shares. In general, backup withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.

F. | Dividends and Paying Agents

Not applicable.

G. | Statement by Experts

Not applicable.

H. | Documents on Display

We are subject to certain information reporting requirements of the Exchange Act, applicable to foreign private issuers and under those requirements will file reports with the SEC. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC will also be available to the public through the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may furnish to the SEC, on a Form 6-K, unaudited quarterly financial information.

We maintain a corporate website https://www.siyatamobile.com/. Information contained on, or that can be accessed through, our website and the other websites referenced above do not constitute a part of Annual Report. We have included these website addresses in this Annual Report solely as inactive textual references.

I. | Subsidiary Information

On March 31, 2021, the Corporation’s indirectly and wholly-owned subsidiary ClearRF Nevada Inc. acquired all of the issued and outstanding interests of Clear RF, LLC (“ClearRF”), a Washington State limited liability company, for a total purchase price of US$700,000 in a combination of cash and Common Shares. ClearRF produces M2M (machine-to-machine) cellular amplifiers for commercial and industrial M2M applications, and offers patented direct connect cellular amplifiers and patented auto gain & oscillation control designed for M2M and “internet-of-things” (IoT) applications.

J. | Annual Report to Security Holders

Included in the 20-F Exhibits

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-minus. Accordingly, a substantial majority of our cash and cash equivalents is held in deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of CAD$/US$ exchange rates as well as NIS/US$ exchange rates, which are discussed in detail in the following paragraph.

Foreign Currency Exchange Risk

We operate primarily in Canada, U.S. and Israel, and approximately 8% and 16% of our expenses are denominated in CAD$ and NIS, respectively. We are therefore exposed to market risk, which represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We are subject to fluctuations in foreign currency rates in connection with these arrangements. Changes of 5% and 10% in the CAD$/US$ exchange rate would have increased/decreased operating expenses by approximately 0.5% and 1%, respectively, in 2024, while such changes to the NIS/US$ exchange rate would have increased/decreased operating expenses by approximately 0.8% and 1.6%, respectively, in 2024.

By purchasing in US$ from Asian suppliers and with the majority of our sales in US$, we partially hedge our foreign currency exchange rate risk to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.

By purchasing in US$ from Asian suppliers and with the majority of our sales in US$, we partially hedge our foreign currency exchange rate risk to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. | Debt Securities

Not applicable.

B. | Warrant and Rights

WARRANT LIABILITY

On April 9, 2024, the company issued 3,594 warrant to purchase common shares at an exercise price of $400,680 per common share.

On April 12, 2024, 150 prefunded warrants issued in October 2023 were exercised into 150 common shares of the Company. Proceeds received from the exercise was $1,890.

On May 10, 2024, the Company issued 16,705 pre-funded warrants at $232.20 per share with no expiration date. The warrants are exercisable into one common share at an exercise price of $1.80, subject to the adjustments. These warrants contain a cashless exercise option. During Q2 2024, these 16,705 prefunded warrants were all exercised at $1.80 for gross proceeds of $30,069.

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On June 5, 2024 extinguished the 3,594 warrants with a fair value of $312,983 and issued 3,733 warrants that are each exercisable at $572.40 into one common share (with a fair value of $626,48), expiring with five years from the issuance date. These warrants include a cashless exercise provision and anti-dilution provisions. On July 18, 2024, the Company redeemed all of these warrants in exchange for 293 Class C preferred shares of the Company.

On June 28, 2024, the Company issued 1 pre-funded warrants that are each exercisable into one common share at $226,800 per warrant.

On August 15, 2024, the Company entered into a capital raise issuing 227,294 pre-funded warrants. The 227,294 prefunded warrants from August 15, 2004 capital raise were all exercised for 227,294 common shares of the Company from August 15, 2024 until September 10, 2024 for gross proceeds of $22,729.40.

C. | Other Securities

Not applicable.

D. | American Depositary Shares

Not applicable.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There are no material modifications to the rights of security holders.

ITEM 15. CONTROLS AND PROCEDURES

| (a) | Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, solely as a result of the material weakness in internal controls related to the restatement described below.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial and accounting officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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Our independent registered public accountants identified the following material weaknesses in our internal control over financial reporting for the year ended December 31, 2024: (i) related to the Company’s revenue recognition practices where the Company does not sufficiently determine for specific transactions the correct timing in which the revenue should be recorded after title transfer terms were met ; (ii) insufficient documentation of inventory controls relating to the Company’s inventory balances, transfers between sites and off-site inventory tracking is limited; and (iii) internal control weaknesses in the capitalization and coordination of development costs to prevent excess payments and erroneously recorded invoices.

The Company has since instituted remediation efforts as set forth above in the section of this Form 20-F titled “Risk Factors - Our independent registered public accountants have identified material weaknesses in our internal controls over financial reporting in both 2024 and 2023.” If we are unable to remediate these material weaknesses, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner” and believes that the aforementioned weaknesses have been remediated as if the date of this Annual Report.

| (b) | Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting of Siyata (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Siyata’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework presented in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024, except for the items noted as material weaknesses by our auditors.

| (c) | Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.

| (d) | Changes in Internal Control over Financial Reporting

As described in Item 3.D. “Risk Factors,” as of December 31, 2024, we have material weaknesses in our internal control over financial reporting.

ITEM 16 [RESERVED].

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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Gary Herman and Lourdes Felix are audit committee financial experts, as defined under the rules under the Exchange Act, and are independent in accordance with applicable Exchange Act rules and Nasdaq Stock Market rules.

ITEM 16B. CODE OF ETHICS

We have adopted a written code of ethics that applies to all of our directors, officers and employees as well as other persons performing functions on our behalf, such as consultants. Our Code of Business Conduct and Ethics is posted on our website at is https://www.siyatamobile.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC including the instructions to Item 12B of Form 20-F. We have not granted any waivers under our Code of Business Conduct and Ethics.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Barzily & Co. has served as our principal independent registered public accounting firm for each of the two years ended December 31, 2024 and 2023.

The following table provides information regarding fees paid and/or payable by us to Barzily & Co. for all services, including audit services, for the years ended December 31, 2024 and 2023 as of the date of this Annual Report:

|  | Year Ended |
|  | December 31, |
|  | 2024 |  |  | 2023 |
Audit fees(1) |  | $ | 225,000 |  |  | $ | 200,000 |
Audit-related fees |  | $ | 30,000 |  |  | $ | 44,000 |
Tax fees(2) |  | $ | 19,000 |  |  | $ | 10,000 |
Total |  | $ | 244,000 |  |  | $ | 254,000 |

(1) | Includes professional services rendered in connection with the audit of our annual financial statements, review of our interim financial statements, and fees relating to fundraising.

(2) | Tax fees are the aggregate fees billed (in the year) for professional services rendered for tax compliance and tax advice other than in connection with the audit.

All audit services and permitted non-audit services to be performed for us by our independent auditor must be approved by our Audit Committee in advance to ensure that such engagements do not impair the independence of our independent registered public accounting firm. The Audit Committee generally pre-approves particular services or categories of services on a case-by-case basis. All services provided to us by our independent auditor in 2024 and 2023 were pre-approved by the Audit Committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

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ITEM 16G. CORPORATE GOVERNANCE

Under Nasdaq rules, we may elect to follow certain corporate governance practices permitted under the laws of Canada, and more specifically, British Columbia, in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market rules for U.S. domestic issuers.

In accordance with applicable Canadian law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market rules, we have elected to follow the provisions under our home country rules, rather than the Nasdaq Stock Market rules, with respect to the following requirements:

| ● | Distribution of periodic reports to shareholders; proxy solicitation. As opposed to the Nasdaq Stock Market rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, our home country rules do not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.

| ● | Quorum. While the Nasdaq Stock Market rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in a company’s constating documents, be no less than 33 1/3% of the company’s outstanding common voting stock, under our home country rules, a company is entitled to determine in its articles the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our articles provide that a quorum of two or more shareholders who are, or represent by proxy, shareholders holding, in the aggregate, at least 33.33% of the issued shares entitled to be voted at the meeting. However, the quorum set forth in our articles with respect to an adjourned meeting consists of one or more shareholders entitled to attend and vote at the meeting if the standard required quorum is not present within half an hour from the time set for the holding of such adjourned meeting.

| ● | Majority Independent Directors. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. Currently, however, our board of consists of a majority of independent directors.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Item 16J. INSIDER TRADING POLICY.

Not applicable.

Item 16K. CYBERSECURITY.

Cybersecurity Risk management and strategy

Our cybersecurity risk management program aims to fully identify threats, to present and evaluate them transparently, to mitigate, and manage them proactively. We have developed and implemented a cybersecurity risk management process intended to protect the confidentiality, integrity, and availability of our critical systems and information.

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Our cybersecurity risk management process guides us in making cybersecurity risk-informed decisions and provides the basis for evaluating and monitoring the cybersecurity risk profile of the Company. This process provides a shared understanding and promotes a consistent approach to cybersecurity risk management within the Company in line with our information security policy and includes a cybersecurity incident response plan.

As part of our cybersecurity risk management program, we review industry best practices, including the NIST (National Institute of Standards and Technology) Cybersecurity Framework and ISO (International Organization for Standardization) 27001 to manage information security. We periodically conduct ongoing internal and external vulnerability analyses, including simulated attack as well as external testing via a third-party to evaluate the effectiveness of our cybersecurity process and controls.

In an effort to minimize third-party risk, we have established a process to assess the security practices of third-party vendors and service providers and related risks. Our process includes a security assessment informed by vendor questionnaires and contractual security requirements related to data privacy for certain vendors.

The SOC is responsible for investigating all security incidents and alerts including determining the threat type, incident scope and incident severity. Where appropriate, major incidents are escalated according to cybersecurity incident process.

Employee awareness and training are essential to our ability as a company to thwart cyber-attacks. We continuously raise employees’ risk awareness with mandatory, regular online training for all employees and complimentary awareness campaigns.

In 2024, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurance that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see Item 3. Key Information – D. Risk Factors.

Cybersecurity Governance

Our board of directors has overall oversight responsibility for our risk management strategy, and delegates information security and related risk management oversight to the Audit Committee. Members of the audit committee receive regular updates from management, regarding cybersecurity related matters. This includes existing and new cybersecurity risks, how management is addressing, managing and/or mitigating those risks, cybersecurity and data privacy incidents (if relevant), and the status of key information security initiatives.

Our management and our cybersecurity and risks council overseas regular review of cybersecurity risk management activities, is responsible for the management of our cyber risk exposure and monitoring the effectiveness of the cybersecurity program, including but not limited to, our cybersecurity tools and controls, and is responsible for establishing and reviewing our risk tolerance for our cyber risk framework.

The cybersecurity and risks council includes the CEO, and the CTO, and cybersecurity specialists. Those employees have decades of experience in cybersecurity and operations, cybersecurity education, and certifications from various organizations.

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PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to provide financial statements and related information pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements and the related notes required by this Item are included in this annual report on Form 20-F beginning on page F-1.

ITEM 19. EXHIBITS

Exhibit |  | Description
3.1 |  | Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on December 1, 2021).
3.2 |  | Notice Of Second Alteration of Articles of Siyata Mobile Inc., filed April 9, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 6-K filed on April 15, 2024)
3.3 |  | Notice Of Fourth Alteration of Articles of Siyata Mobile Inc., filed October 29, 2024 (incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on November 7, 2024).
4.1 |  | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company; current report on Form 6-K filed on October 31, 2023)
4.2 |  | Form of Purchase Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Form 6-K filed on October 12, 2022)
4.3 |  | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Form F-1 filed on January 5, 2022)
4.4 |  | Form of Warrant for the Purchase of Shares of Common Shares (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form F-1 filed on September 24, 2020)
4.5 |  | Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-1 filed on September 24, 2020)
4.6 |  | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on May 10, 2024)
4.7 |  | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on July 2, 2024)
4.8 |  | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on August 12, 2024).
8.1 |  | List of Subsidiaries (incorporated by reference to Exhibit 8.1 of the Company’s Annual Report on Form 20-F filed on April 8, 2024)
10.01 |  | License Agreement dated December 1, 2012, by and between Uniden America Corporation, Inc. & affiliates and Signifi Mobile. (incorporated by reference to Exhibit 10.2 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.02 |  | 2016 Siyata Mobile Inc. Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.03 |  | Parent License Agreement, dated November 30, 2017, by and between Wilson Electronics, LLC and Signifi Mobile Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.04 |  | LTE Standard Patent Licensing Agreement, dated June 5, 2018, by and between the Company and Via Licensing Corporation (incorporated by reference to Exhibit 10.8 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.05 |  | AAC Standard Patent Licensing Agreement, dated June 5, 2018, by and between the Company and Via Licensing Corporation (incorporated by reference to Exhibit 10.9 of the Company’s Registration on Form F-1 filed on November 18, 2021).

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10.06 |  | Consulting Agreement, dated July 1, 2018, by and between the Company, BSD, Ltd. and Marc Seelenfreund (incorporated by reference to Exhibit 10.1 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.07 |  | Amended and Restated Employment Agreement, dated July 1, 2018, by and between the Company and Gerald Bernstein (incorporated by reference to Exhibit 10.6 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.08 |  | Consulting Agreement, dated November 26, 2018, by and between the Company, Glenn Kennedy Sales Agency and Glenn Kennedy (incorporated by reference to Exhibit 10.7 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.09 |  | Loan Agreement, dated April 1, 2019, by and between the Company and BSD Capital, LTD. (incorporated by reference to Exhibit 10.10 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.10 |  | Assignment and Amending Agreement, dated January 1, 2020, by and between the Company, BSD Capital, LTD. and Basad Partners LTD. (incorporated by reference to Exhibit 10.11 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.11 |  | Form of Warrant Exercise Agreement by and between Siyata Mobile Inc. and the Holders dated January 18, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K filed on January 19, 2023)
10.12 |  | Placement Agency Agreement by and between the Company and Maxim Group LLC dated as of June 26, 2023 (incorporated by reference to Exhibit 99.2 to the Company; current report on Form 6-K filed on June 28, 2023)
10.13 |  | Securities Purchase Agreement by and between the Company and the investors parties thereto dated as of June 26, 2023 (incorporated by reference to Exhibit 99.1 to the Company; current report on Form 6-K filed on June 28, 2023)
10.14 |  | Form of Securities Purchase Agreement by and between Siyata Mobile Inc. and the Purchasers dated July 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company; current report on Form 6-K filed on July 13, 2023)
10.15 |  | Form of Placement Agency Agreement by and between Siyata Mobile Inc. and Maxim Group LLC dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to the Company; current report on Form 6-K filed on July 13, 2023)
10.16 |  | Placement Agency Agreement by and between Siyata Mobile Inc. and Maxim Group LLC dated October 27, 2023 (incorporated by reference to Exhibit 1.1 to the Company; current report on Form 6-K filed on October 31, 2023)
10.17 |  | Form of Securities Purchase Agreement by and between Siyata Mobile Inc. and the Purchasers dated October 27, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 6-K filed on October 31, 2023)
10.18 |  | Form of Lock-Up Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 6-K filed on October 31, 2023)
10.19 |  | Annual Information Form for the year ended December 31, 2023 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 20-F filed on April 8, 2024)
10.20 |  | Promissory Note, dated January 29, 2024 (incorporated by reference to Exhibit 4.1 to the Company; current report on Form 6-K filed on February 1, 2024)
10.21 |  | Securities Purchase Agreement, dated January 29, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company; current report on Form 6-K filed on February 1, 2024)
10.22 |  | Securities Purchase Agreement, dated May 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on May 10, 2024)
10.23 |  | Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on May 13, 2024).
10.24 |  | Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.26 of the Company’s Amendment No. 3 to the Registration Statement on Form F-1 filed on June 26, 2024).
10.25 |  | Securities Purchase Agreement, dated June 26, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on July 2, 2024)

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10.26 |  | Subscription Agreement, dated June 28, 2024 by and between the Company and the Canadian Towers & Fiber Optics Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 6-K filed on July 2, 2024)
10.27 |  | Second Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.28 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on August 12, 2024).
10.28 |  | Placement Agency Agreement by and between Siyata Mobile Inc. and Spartan Capital Securities, LLC dated August 13, 2024 (incorporated by reference to Exhibit 1.1 to the Company’s Form 6-K filed on August 16, 2024)
10.29 |  | Form of Securities Purchase Agreement by and between Siyata Mobile Inc. and the Purchasers dated August 13, 2024 (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on August 12, 2024).
10.30 |  | Subscription Agreement dated August 29, 2024 by and between the Company and the Canadian Towers & Fiber Optics Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed on September 3, 2024)
10.31 |  | Promissory Note, dated August 30, 2024 (incorporated by reference to Exhibit 10.31 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on November 7, 2024).
10.32 |  | Securities Purchase Agreement, dated August 30, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit 10.32 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on November 7, 2024).
10.33 |  | Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 6-K filed on October 25, 2024)
10.34 |  | Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.34 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on November 7, 2024).
10.35 |  | Registration Rights Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 6-K filed on October 25, 2024)
10.36 |  | Securities Purchase Agreement, dated October 31, 2024 (incorporated by reference to Exhibit 10.36 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on November 7, 2024).
10.37 |  | First Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.37 of Post-Effective Amendment to the Company’s Registration on Form F-1 filed on November 18, 2024).
10.38 |  | Second Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of November 18, 2024 (incorporated by reference to Exhibit 10.38 of Post-Effective Amendment to the Company’s Registration on Form F-1 filed on November 18, 2024).
10.39 |  | Joint Venture Interest Purchase Agreement dated December 20, 2024. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 6-K filed on December 26, 2024)
10.40 |  | Equity Purchase Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 6-K filed on January 21, 2025)
10.41 |  | Registration Rights Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 6-K filed on January 21, 2025)
10.42 |  | Merger Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc., dated February 26, 2025 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 6-K filed on February 26, 2025)
10.43 |  | Annual Information Form for the year ended December 31, 2024. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K filed on March 31, 2025)
12.1* |  | Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith.
12.2** |  | Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith.
13.1** |  | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith.
97.1 |  | Siyata Mobile Inc. Clawback Policy (incorporated by reference to Exhibit 99. 1 of the Company’s Current Report on Form 6-K filed on November 29, 2023).

* | filed herewith.
** | furnished herewith.
# | Management contracts or compensatory plans, contracts or arrangements.

128

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.

| SIYATA MOBILE INC.
Date: April 21, 2025 | By: | /s/ Marc Seelenfreund
|  | Marc Seelenfreund
|  | Chief Executive Officer

129

SIYATA MOBILE INC.

Consolidated Financial Statements

(Expressed in thousands of U.S. Dollars)

As at December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Barzily & Co., Jerusalem, Israel PCAOB ID No. 2015) |  | F-2
Consolidated Statements of Financial Position as at December 31, 2024 and 2023 |  | F-3
Consolidated Statements of Loss and Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 |  | F-4
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 |  | F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 |  | F-6
Notes to Consolidated Financial Statements |  | F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the board of directors of

Siyata Mobile Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying the consolidated statements of financial position of Siyata Mobile Inc. and its subsidiaries (together “the Company”), as of December 31, 2024 and 2023, and the related consolidated statement of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31,2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations, changes in shareholders’ equity and its cash flows for the three years in the period ended December 31, 2024 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has accumulated significant losses, has an outstanding loans to financial institutions, and has an outstanding balance related to the sale of future receipts, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023

By: | /s/ Barzily and Co. |
BARZILY AND CO., CPA’s |
Jerusalem, Israel |
March 31, 2025 |

F-2

Siyata Mobile Inc.

Consolidated Statements of Financial Position

(Expressed in US dollars)

|  | USD |  |  | USD |
|  | December 31, 2024 |  |  | December 31, 2023 |
ASSETS |  |  |  |  |  |  |  |
Current |  |  |  |  |  |  |  |
Cash |  |  | 181,730 |  |  |  | 898,771 |
Trade and other receivables (Note 4) |  |  | 1,404,180 |  |  |  | 1,181,257 |
Prepaid expenses |  |  | 119,802 |  |  |  | 29,673 |
Inventory (Note 5) |  |  | 3,942,896 |  |  |  | 3,544,519 |
Advance to suppliers |  |  | 33,672 |  |  |  | 1,048,227 |
Total current assets |  |  | 5,682,280 |  |  |  | 6,702,447 |
Long term deposit (Note 11) |  |  | 181,584 |  |  |  | 147,100 |
Right of use assets, net (Note 7) |  |  | 582,485 |  |  |  | 630,793 |
Equipment, net |  |  | 157,820 |  |  |  | 175,335 |
Intangible assets, net (Note 8) |  |  | 8,285,036 |  |  |  | 7,856,730 |
Total Assets |  |  | 14,889,205 |  |  |  | 15,512,405 |
Liabilities And Shareholders’ Equity |  |  |  |  |  |  |  |
Current |  |  |  |  |  |  |  |
Loans to Financial Institutions (Note 9) |  |  | 2,077,290 |  |  |  | 89,298 |
Sales of future receipts (Note 10) |  |  | 1,688,435 |  |  |  | 1,467,899 |
Accounts payable and accrued liabilities |  |  | 5,497,957 |  |  |  | 3,451,128 |
Lease obligations (Note 11) |  |  | 296,366 |  |  |  | 254,668 |
Warrant and preferred share liability (Note 12) |  |  | 1,069,513 |  |  |  | 156,433 |
Total current liabilities |  |  | 10,629,561 |  |  |  | 5,419,426 |
Lease obligations (Note 11) |  |  | 338,373 |  |  |  | 385,639 |
Total non-current liabilities |  |  | 338,373 |  |  |  | 385,639 |
Total liabilities |  |  | 10,967,934 |  |  |  | 5,805,065 |
Shareholders’ Equity |  |  |  |  |  |  |  |
Share capital (Note 13) |  |  | 104,916,071 |  |  |  | 85,714,727 |
Reserves (Note 13) |  |  | 14,927,501 |  |  |  | 14,644,200 |
Accumulated other comprehensive loss |  |  | 98,870 |  |  |  | 98,870 |
Deficit |  |  | (116,021,171 | ) |  |  | (90,750,457 | )
Equity |  |  | 3,921,271 |  |  |  | 9,707,340 |
Total Liabilities And Shareholders’ Equity |  |  | 14,889,205 |  |  |  | 15,512,405 |

Nature of operations and going concern (Note 1)

Subsequent events (Note 27)

Approved on March 31, 2025 on behalf of the Board:

“Lourdes Felix” |  | “Marc Seelenfreund”
Lourdes Felix - Director |  | Marc Seelenfreund - Director

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

F-3

Siyata Mobile Inc.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in US dollars)

For the years ended December 31, 2024, 2023 and 2022

|  | 2024 |  |  | 2023 |  |  | 2022 |
Revenue |  | $ | 11,629,572 |  |  | $ | 8,233,301 |  |  | $ | 6,481,910 |
Cost of sales (Note 14) |  |  | (9,487,165 | ) |  |  | (5,575,372 | ) |  |  | (5,092,011 | )
Gross profit |  |  | 2,142,407 |  |  |  | 2,657,929 |  |  |  | 1,389,899 |
EXPENSES |  |  |  |  |  |  |  |  |  |  |  |
Amortization and depreciation (Note 7,8) |  |  | 1,679,839 |  |  |  | 1,754,957 |  |  |  | 1,142,165 |
Development expenses (Note 8) |  |  | 625,023 |  |  |  | 578,356 |  |  |  | 339,828 |
Selling and marketing (Note 15) |  |  | 4,480,013 |  |  |  | 4,364,994 |  |  |  | 4,508,901 |
General and administrative (Note 16) |  |  | 4,859,690 |  |  |  | 5,128,814 |  |  |  | 6,942,183 |
Equity promotion and marketing |  |  | 5,920,239 |  |  |  | 1,371,200 |  |  |  | 707,241 |
(Gain) loss on valuation of inventory |  |  | 230,312 |  |  |  | (161,450 | ) |  |  | 813,205 |
Loss (income) from water damage |  |  | - |  |  |  | (834,713 | ) |  |  | 544,967 |
Bad debts (recovered) (Note 4) |  |  | 6,926 |  |  |  | 47,526 |  |  |  | 86,103 |
Impairment of intangibles (Note 8) |  |  | 279,828 |  |  |  | - |  |  |  | - |
Share-based payments (Note 13) |  |  | 283,301 |  |  |  | 930,564 |  |  |  | 2,888,704 |
Total operating expenses |  |  | 18,365,171 |  |  |  | 13,180,248 |  |  |  | 17,973,297 |
Net operating loss |  |  | (16,222,764 | ) |  |  | (10,522,319 | ) |  |  | (16,583,398 | )
OTHER EXPENSES |  |  |  |  |  |  |  |  |  |  |  |
Finance expense (Note 17) |  |  | 3,541,594 |  |  |  | 841,815 |  |  |  | 181,413 |
Loss on issuance |  |  | 6,267,400 |  |  |  | - |  |  |  | - |
Loss on extinguishment of financial liability |  |  | 601,163 |  |  |  | - |  |  |  | - |
Impairment of investment (Note 6) |  |  | 1,300,000 |  |  |  | - |  |  |  | - |
Foreign exchange |  |  | 8,523 |  |  |  | (49,258 | ) |  |  | 586,794 |
Change in preferred share liability |  |  | (386,022 | ) |  |  | - |  |  |  | - |
Gain on settlement of derivative |  |  | (3,723,827 | ) |  |  | - |  |  |  | - |
Change in fair value of convertible promissory note |  |  | - |  |  |  | - |  |  |  | 4,794,710 |
Change in fair value of warrant liability (Note 12) |  |  | (48,681 | ) |  |  | 1,517,389 |  |  |  | (8,245,662 | )
Transaction costs (Note 18) |  |  | 1,487,800 |  |  |  | 99,529 |  |  |  | 1,398,598 |
Total other expenses |  |  | 9,047,950 |  |  |  | 2,409,475 |  |  |  | (1,284,147 | )
Recovery of income taxes (Note 19) |  |  | - |  |  |  | - |  |  |  | - |
Net loss for the year |  |  | (25,270,714 | ) |  |  | (12,931,794 | ) |  |  | (15,299,251 | )
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |
Translation adjustment |  |  | - |  |  |  | - |  |  |  | 137,609 |
Comprehensive loss for the year |  | $ | (25,270,714 | ) |  | $ | (12,931,794 | ) |  | $ | (15,161,642 | )
Weighted average shares |  |  | 163,397 |  |  |  | 1,270 |  |  |  | 166 |
Basic and diluted loss per share |  | $ | (154.66 | ) |  | $ | (10,183 | ) |  | $ | (92,164 | )

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

F-4

Siyata Mobile Inc.

Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in US dollars)

For the years ended December 31, 2024, 2023 and 2022

|  | Share capital |  |  | Share Capital |  |  | Reserves |  |  | Accumulated other comprehensive income (loss) |  |  | Deficit |  |  | Total shareholders’ equity |
|  | # |  |  | $ |  |  | $ |  |  | $ |  |  | $ |  |  | $ |
Balance, December 31, 2021 |  |  | 42 |  |  |  | 54,655,244 |  |  |  | 10,389,555 |  |  |  | (38,739 | ) |  |  | (62,519,412 | ) |  |  | 2,486,648 |
Shares issued on acquisition of ClearRF |  |  | 1 |  |  |  | 190,095 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 190,095 |
Share issued on capital raise |  |  | 182 |  |  |  | 12,634,747 |  |  |  | 307,189 |  |  |  | - |  |  |  | - |  |  |  | 12,941,936 |
Share issuance costs on capital raise |  |  | - |  |  |  | (1,373,264 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,373,264 | )
Pre-funded warrants exercised |  |  | 24 |  |  |  | 2,813,542 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,813,542 |
Issue of common shares for restricted share units |  |  | - |  |  |  | 22,200 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 22,200 |
Shares issued for debt |  |  | 106 |  |  |  | 4,370,302 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,370,302 |
Warrants issued |  |  | - |  |  |  | - |  |  |  | 61,950 |  |  |  | - |  |  |  | - |  |  |  | 61,950 |
Share based payments |  |  | - |  |  |  | - |  |  |  | 2,888,705 |  |  |  | - |  |  |  | - |  |  |  | 2,888,705 |
Translation adjustment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 137,609 |  |  |  | - |  |  |  | 137,609 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (15,299,251 | ) |  |  | (15,299,251 | )
Balance, December 31, 2022 |  |  | 355 |  |  |  | 73,312,866 |  |  |  | 13,647,399 |  |  |  | 98,870 |  |  |  | (77,818,663 | ) |  |  | 9,240,472 |
Warrants transferred from liability |  |  | - |  |  |  | - |  |  |  | 3,975,046 |  |  |  | - |  |  |  | - |  |  |  | 3,975,046 |
Warrants exercised |  |  | 310 |  |  |  | 7,583,617 |  |  |  | (3,975,046 | ) |  |  | - |  |  |  | - |  |  |  | 3,608,571 |
Share issued on capital raise |  |  | 2,289 |  |  |  | 5,780,750 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,780,750 |
Share issuance costs on capital raise |  |  | - |  |  |  | (1,115,728 | ) |  |  | 66,237 |  |  |  | - |  |  |  | - |  |  |  | (1,049,491 | )
Pre-funded warrants exercised |  |  | 215 |  |  |  | 153,222 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 153,222 |
Share based payments |  |  | - |  |  |  | - |  |  |  | 930,564 |  |  |  | - |  |  |  | - |  |  |  | 930,564 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (12,931,794 | ) |  |  | (12,931,794 | )
Balance, December 31, 2023 |  |  | 3,169 |  |  |  | 85,714,727 |  |  |  | 14,644,200 |  |  |  | 98,870 |  |  |  | (90,750,457 | ) |  |  | 9,707,340 |
Balance |  |  | 3,169 |  |  |  | 85,714,727 |  |  |  | 14,644,200 |  |  |  | 98,870 |  |  |  | (90,750,457 | ) |  |  | 9,707,340 |
Shares issued under the Equity Line of credit |  |  | 335,600 |  |  |  | 1,964,497 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,964,497 |
Conversion of Class C preferred shares into common shares |  |  | 128,548 |  |  |  | 954,118 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 954,118 |
Common shares issued pursuant to the exercise of prefunded warrants |  |  | 300,175 |  |  |  | 15,994,605 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,994,605 |
Common shares issued pursuant to a capital raise |  |  | 20,111 |  |  |  | 253,838 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 253,838 |
Shares issued to a supplier in lieu of cash |  |  | 79 |  |  |  | 34,286 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 34,286 |
Share adjustments on consolidation of shares |  |  | 51 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Share based payments |  |  | - |  |  |  | - |  |  |  | 283,301 |  |  |  | - |  |  |  | - |  |  |  | 283,301 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (25,270,714 | ) |  |  | (25,270,714 | )
Balance, December 31, 2024 |  |  | 787,733 |  |  |  | 104,916,071 |  |  |  | 14,927,501 |  |  |  | 98,870 |  |  |  | (116,021,171 | ) |  |  | 3,921,271 |
Balance |  |  | 787,733 |  |  |  | 104,916,071 |  |  |  | 14,927,501 |  |  |  | 98,870 |  |  |  | (116,021,171 | ) |  |  | 3,921,271 |

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

F-5

Siyata Mobile Inc.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

For the years ended December 31, 2024, 2023 and 2022

|  | 2024 |  |  | 2023 |  |  | 2022 |
Operating activities |  |  |  |  |  |  |  |  |  |  |  |
Net loss for the year |  | $ | (25,270,714 | ) |  | $ | (12,931,794 | ) |  | $ | (15,299,251 | )
Items not affecting cash: |  |  |  |  |  |  |  |  |  |  |  |
Amortization and depreciation |  |  | 1,679,839 |  |  |  | 1,754,957 |  |  |  | 1,142,165 |
Bad debt expense |  |  | 6,926 |  |  |  | 47,526 |  |  |  | 86,103 |
(Gain) loss on valuation of inventory |  |  | 230,312 |  |  |  | (161,450 | ) |  |  | 813,205 |
Loss (income) due to water damage |  |  | - |  |  |  | (454,636 | ) |  |  | 544,967 |
Impairment of fair value of investment |  |  | 1,300,000 |  |  |  | - |  |  |  | - |
Impairment of intangibles |  |  | 279,828 |  |  |  | - |  |  |  | - |
Gain on settlement of derivative |  |  | (3,723,827 | ) |  |  | - |  |  |  | - |
Fair value changes on derivatives |  |  | 6,433,860 |  |  |  | 1,517,389 |  |  |  | (3,450,952 | )
Interest expense, net of repayments |  |  | 72,383 |  |  |  | 16,637 |  |  |  | 35,678 |
Foreign exchange |  |  | (10,366 | ) |  |  | (46,249 | ) |  |  | 22,872 |
Transaction costs |  |  | 1,487,800 |  |  |  | 99,529 |  |  |  | 1,398,598 |
Share based payments |  |  | 283,301 |  |  |  | 930,564 |  |  |  | 2,888,704 |
Shares issued to supplier |  |  | 34,286 |  |  |  | - |  |  |  | - |
Change in non-cash working capital (Note 25) |  |  | 2,112,717 |  |  |  | 884,767 |  |  |  | (2,035,069 | )
Net cash used in operating activities |  |  | (15,083,655 | ) |  |  | (8,342,760 | ) |  |  | (13,852,980 | )
Investing activities |  |  |  |  |  |  |  |  |  |  |  |
Repayment of long-term deposit |  |  | (35,049 | ) |  |  | - |  |  |  | 17,982 |
Intangible asset additions |  |  | (2,004,088 | ) |  |  | (2,271,060 | ) |  |  | (3,405,862 | )
Investment in securities |  |  | (1,300,000 | ) |  |  | - |  |  |  | - |
Equipment additions |  |  | (18,378 | ) |  |  | (3,737 | ) |  |  | (14,220 | )
Acquisition of ClearRF |  |  | - |  |  |  | - |  |  |  | (159,905 | )
Net cash used in investing activities |  |  | (3,357,515 | ) |  |  | (2,274,797 | ) |  |  | (3,562,005 | )
Financing activities |  |  |  |  |  |  |  |  |  |  |  |
Lease payments |  |  | (323,780 | ) |  |  | (326,041 | ) |  |  | (278,381 | )
Loans from Financial Institutions |  |  | 1,945,068 |  |  |  | 89,298 |  |  |  | (27,159 | )
Sale of future receipts |  |  | 220,536 |  |  |  | 1,467,899 |  |  |  | - |
Convertible debt issued, net of repayments |  |  | - |  |  |  | - |  |  |  | (4,000,000 | )
Proceeds on share issuance |  |  | - |  |  |  | 5,780,750 |  |  |  | 24,067,763 |
Redemption of Class C preferred shares |  |  | (353,000 | ) |  |  | - |  |  |  | - |
Issuance of warrants, preferred shares and common shares |  |  | 15,604,962 |  |  |  | - |  |  |  | - |
proceeds from exercise of prefunded warrants |  |  | 153,646 |  |  |  | - |  |  |  | - |
Transaction costs |  |  | (1,487,800 | ) |  |  | - |  |  |  | - |
Proceeds on shares issued from Exercised Put Options |  |  | 1,964,497 |  |  |  | - |  |  |  | - |
Share issuance costs |  |  | - |  |  |  | (1,017,891 | ) |  |  | (2,258,167 | )
Exercise of warrants |  |  | - |  |  |  | 3,608,571 |  |  |  | 61,950 |
Net cash from financing activities |  |  | 17,724,129 |  |  |  | 9,602,586 |  |  |  | 17,566,006 |
Effect of foreign exchange on cash |  |  | - |  |  |  | - |  |  |  | 142,979 |
Change in cash and restricted cash for the year |  |  | (717,041 | ) |  |  | (1,014,971 | ) |  |  | 294,000 |
Cash and restricted cash, beginning of year |  |  | 898,771 |  |  |  | 1,913,742 |  |  |  | 1,619,742 |
Cash and restricted cash, end of year |  | $ | 181,730 |  |  | $ | 898,771 |  |  | $ | 1,913,742 |

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

F-6

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

1. | NATURE OF OPERATIONS AND GOING CONCERN

Siyata Mobile Inc. (“Siyata” or “the Company”) was incorporated under the Business Corporations Act, British Columbia on October 15, 1986. The Company’s shares are listed on NASDAQ under the symbol SYTA and warrants issued on September 29, 2020, are traded under the symbol SYTAW. The Company’s principal activity is the sale of vehicle-mounted, cellular-based communications platforms over advanced mobile networks and cellular booster systems. The registered and records office is located at 7404 King George Blvd, Suite- 200, Surrey, BC, V3W1N6.

Consolidated Financial Statements

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company incurred a net loss of $25,270,714 during the year ended December 31, 2024 (2023 - net loss of $12,931,794), and, as of that date, the Company’s total deficit was $116,021,171 (2023 - $90,750,457). As of December 31, 2024, the Company had outstanding loans to financial institutions of $2,077,290 and an outstanding balance in respect of the sale of future receipts of $1,688,435. The Company’s continuation as a going concern is dependent upon the success of the Company’s implementation of its business plan, the existing cash flows, and the ability of the Company to obtain additional debt or equity financing, all of which are uncertain. These material uncertainties raise substantial doubt on the Company’s ability to continue as a going concern.

War in Israel

On October 7, 2023 a war broke out in Israel and many reservists were called up to the Israeli army.

Several of our employees are or may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the timing of importing and exporting of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

It is currently not possible to predict the duration or severity of the ongoing conflict in the Middle East or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

2. | BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Functional currency

Effective October 1, 2020, management determined that the Company’s functional currency changed from Canadian dollars to United States dollars (“USD”). The change in the functional currency has been accounted for on a prospective basis and is primarily based on the fact that the Company’s securities are listed on the Nasdaq exchange and as a result the future financing of the Company and cash flows of the entities will be in USD. Accordingly, assets and liabilities were translated from CAD to US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year.

SCHEDULE OF ASSETS AND LIABILITIES AVERAGE EXCHANGE RATES

|  | 2024 |  |  | 2023 |
Exchange rate of CAD 1 to US dollar at year-end |  |  | 1.438 |  |  |  | 1.324 |
Average exchange of during the year |  |  | 1.370 |  |  |  | 1.350 |

F-7

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

2. | BASIS OF PREPARATION (cont’d)

Basis of consolidation and presentation

These consolidated financial statements of the Company have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.

These consolidated financial statements incorporate the financial statements of the Company and its wholly controlled subsidiaries. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. These consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS

Name of Subsidiary |  | Place of Incorporation |  | Ownership |
Queensgate Resources Corp. |  | British Columbia, Canada |  |  | 100 | %
Queensgate Resources US Corp. |  | Nevada, USA |  |  | 100 | %
Siyata Mobile (Canada) Inc. |  | British Columbia, Canada |  |  | 100 | %
Siyata Mobile Israel Ltd. |  | Israel |  |  | 100 | %
Signifi Mobile Inc. |  | Quebec, Canada |  |  | 100 | %
ClearRF Nevada Ltd. |  | Nevada, USA |  |  | 100 | %
Siyata PTT Incorporated |  | Caymen Islands |  |  | 100 | %

F-8

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

2. | BASIS OF PREPARATION (cont’d)

Foreign currency translation

Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”) and has been determined for each entity within the Company. The functional currency of Siyata Mobile Inc. is the USD which is also the functional currency of all its subsidiaries. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Transactions in currencies other than the entity’s functional currency are translated at the exchange rates in effect on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect as at the statement of financial position date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities. Foreign currency differences arising on translation are recognized in the statement of loss and comprehensive loss.

Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

| i) | Critical accounting estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but not limited to the following:

| ● | Capitalization of development costs and their amortization rate - Development costs are capitalized in accordance with IAS 38 and amortized on a systematic basis over their useful lives.. To determine the amounts earmarked for capitalization, management estimates the cash flows which are expected to be derived from the asset for which the development is carried out and the expected benefit period.

F-9

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

2. | BASIS OF PREPARATION (cont’d)

Use of estimates and judgements (cont’d)

| i) | Critical accounting estimates (cont’d)

| ● | Fair value measurements - Certain of the Company’s assets and liabilities are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent it is available. In certain cases where Level 1 inputs are not available the Company will engage third-party qualified valuators to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of financial instruments is in Note 12 and 13.
| ● | Fair value of stock options and warrants - Determining the fair value of warrants and stock options requires judgments related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could have a significant impact on the Company’s future operating results or on other components of shareholders’ equity.
| ● | Inventory - Inventory is valued at the lower of cost and net realizable value. Cost of inventory includes cost of purchase (purchase price, import duties, transport, handling, and other costs directly attributable to the acquisition of inventories), cost of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Provisions are made in profit or loss of the current period on any difference between book value and net realizable value.
| ● | Estimated product returns - Revenue from product sales is recognized net of estimated sales discounts, credits, returns, rebates and allowances. The return allowance is determined based on an analysis of the historical rate of returns, industry return data, and current market conditions, which is applied directly against sales.
| ● | Impairment of non-financial assets - The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to asset impairment. The recoverable amount of an asset or a cash-generating unit (“CGU”) is determined using the greater of fair value less costs to sell and replacement costs which requires the use of various judgments, estimates, and assumptions. The Company identifies CGUs as identifiable groups of assets that are largely independent of the cash inflows from other assets or groups of assets. Value in use calculations require estimations of discount rates and future cash flows derived from revenue growth, gross margin and operating costs. Fair value less costs to sell calculations require the Company to estimate fair value of an asset or a CGU using market values of similar assets as well as estimations of the related costs to sell.

F-10

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

2. | BASIS OF PREPARATION (cont’d)

Use of estimates and judgements (cont’d)

| i) | Critical accounting estimates (cont’d)

| ● | Useful life of intangible assets - The Company estimates the useful life used to amortize intangible assets which relates to the expected future performance of the assets acquired based on management estimate of the sales forecast.
| ● | Collectability of trade receivables - In order for management to determine expected credit losses in accordance with IFRS 9, we are required to make estimates based on historical information related to collections, in addition to taking the current condition of our customers credit quality into account.
| ● | Income taxes - Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in profit or loss both in the period of change, which would include any impact on cumulative provisions, and future periods. Deferred tax assets, if any, are recognized to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse.

| ii) | Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following:

| ● | Functional currency - The functional currency for the Company and each of its subsidiaries is the currency of the primary economic environment in which the respective entity operates. The Company has determined the functional currency of each entity to be the USD as of October 1, 2020, except for Signifi Mobile Inc. whose functional currency was Canadian dollars until December 31, 2022 and is the USD since then. The Company considers the functional currency of its subsidiaries revenues and increase in US employees which said events determine the primary economic environment should be the USD.
| ● | Going concern – As disclosed in Note 1 to the consolidated financial statements.
| ● | Deferred income taxes - judgments are made by management to determine the likelihood of whether deferred income tax assets at the end of the reporting period will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as the amounts recognized in profit or loss in the period in which the change occurs.

F-11

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES

| (a) | Impairment of long-lived assets

The carrying amounts of the Company’s non-financial assets, other than deferred tax assets if any, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in profit or loss.

| (b) | Intangible assets

| i) | Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company has the intention and sufficient resources to complete development and to use or sell the asset. The expenditure capitalized in respect of development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to preparing the asset for its intended use, and capitalized borrowing costs. Other development expenditure is recognized in profit or loss as incurred.

F-12

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (b) | Intangible assets (cont’d)

In subsequent periods, capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.

| ii) | Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

| iii) | Amortization

Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its estimated residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. See Note 8 for amortization rates and methods applied to each class of intangible assets. An annual review of the useful life of intangible assets is made by management and any changes in useful life are reflected prospectively.

Internally generated intangible assets are not systematically amortized as long as they are not available for use (i.e. they have not completed certifications and/or are in working condition for their intended use). Accordingly, these intangible assets, such as development costs, are tested for impairment at least once a year, until such date as they are available for use.

F-13

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (c) | Inventory

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out (FIFO) principle, and includes expenditure incurred in acquiring the inventories and the costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completing and selling expenses.

| (d) | Sales of Future Receipts

The Company accounts for Sales of future receipts in accordance with IFRS 9. Under IFRS 9 the seller should evaluate whether the proceeds received should be accounted for as debt or deferred income, depending on the circumstances of the agreement. The Company has chosen the debt method based on these circumstances. Sales of future receipts that are accounted for as debt are subject to the interest method.

| (e) | Revenues

Revenue from the sale of goods, in the ordinary course of business, is measured consistently with IFRS15-revenue recognition criteria which identifies the contract, identifies performance obligations, determines the transaction price, allocates the transaction price, and recognizes revenue when the performance obligation is satisfied. The Company determines the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. When the credit period is short and constitutes the accepted credit in the industry, the future consideration is not discounted.

Revenue is recognized when persuasive evidence exists (usually in the form of an executed sales agreement), that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized. A provision for returns and warranty repairs, if applicable, are based on historical ratios.

Transfers of risks and rewards vary depending on the individual terms of the contract of sale. Transfer usually occurs when the product is received at the customer’s warehouse, but for some international shipments transfer occurs upon loading the goods onto the relevant carrier.

| (f) | Financial Instruments

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive.

The classification determines the method by which the financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded. The Company has classified its cash, investment in securities and trade and other receivables at amortized cost.

F-14

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (f) | Financial Instruments (cont’d)

Financial assets (cont’d)

Changes to financial assets measured at fair value are recognized in profit and loss as they arise (“FVPL”). Changes in financial assets recorded at amortized cost are recognized in profit and loss when the asset is derecognized or reclassified.

Impairment

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

All financial liabilities (including liabilities designated at FVTPL) are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

The subsequent measurement of financial liabilities is determined based on their classification as follows:

(i) FVTPL – Derivative financial instruments entered into by the Company are classified as FVTPL.

(ii) Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method.

The Company has classified its loans to financial institutions, accounts payable and accrued liabilities, and long-term debt as other financial liabilities and carried on the balance sheet at amortized cost. Warrant liability and preferred share liabilities are all classified as FVTPL.

F-15

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (g) | Loss per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted loss per share is calculated by dividing the loss by the weighted average number of common shares outstanding assuming that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In the Company’s case, diluted loss per share is the same as basic loss per share, as the effect of outstanding share options and warrants on loss per share would be anti-dilutive. The weighted average number of shares was retroactively changed to reflect the 1-to-145 reverse stock split that occurred on September 25, 2020, the 1-to-100 reverse stock split that occurred on August 3, 2023, the 1-to-7 reverse stock split that occurred on December 4, 2023, the 1-to-18 reverse stock split that occurred on August 2, 2024 and the 1-to-10 reverse stock split that occurred on December 27, 2024.

| (h) | Share-based payments

The stock option plan allows Company employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the option is reclassified from share-based payment reserve to share capital.

In situations where equity instruments are issued to non-employees and some or all of the services received by the entity as consideration cannot be specifically identified, they are all measured at the fair value of the share-based payment, otherwise, share-based payments are measured at the fair value of the services received.

The fair value is measured at the grant date at each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.

| (i) | Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where the effect is material, the provision is discounted to net present value using an appropriate current market-based pre-tax discount rate and the unwinding of the discount is included in profit or loss as interest expense from discounting obligations.

F-16

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (j) | Income taxes

Current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable operations, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits, and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

| (k) | Leases

The Company accounts for lease contracts in accordance with IFRS 16, Leases. At the inception of a contract, the Company assesses whether a contract is, or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight- line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease tern. In addition, the right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property and equipment.

F-17

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (k) | Leases (cont’d)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases and leases for which the underlying asset is of low value.

The Company recognizes the lease payments associated with these leases as an expense: on a straight-line basis over the lease term.

| (l) | Equipment

Property, plant and equipment that qualifies for recognition as an asset shall be measured at its cost. The depreciable amount of an asset is determined after deducting its residual value. Depreciation of property, plant, and equipment is based on the straight-line method over the useful life of the asset. The depreciation charge for each period shall be recognized in profit or loss.

| (m) | Investment in securities

Investments in securities of a private corporation with in a non-controlling interest entity is initially recorded according to IFRS 9-recognizing and measuring as a financial asset at their fair value with gains and losses are recognized entirely in profit or loss.

| (n) | Future accounting pronouncements

Listed below are the standards, amendments and interpretations that the Company reasonably expected to be applicable at a future date, and intends to adopt when they become effective. The Company is currently considering the impact of adopting these standards, amendments and interpretations on its consolidated financial statements and cannot reasonably estimate the effect at this time.

IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods beginning on or after 1 January 2027.

IFRS 19- Subsidiaries without Public Accountability: Disclosures specifies the disclosure requirements an eligible subsidiary is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. Applicable to annual reporting periods beginning on or after 1 January 2027

Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments. he amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments. Annual reporting periods beginning on or after 1 January 2026

F-18

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

3. | SIGNIFICANT ACCOUNTING POLICIES (cont’d)

| (n) | Future accounting pronouncements (cont’d)

Annual Improvements to IFRS Accounting Standards. The pronouncement comprises the following amendments:

| ● | IFRS 7: Gain or loss on derecognition
| ● | IFRS 7: Disclosure of deferred difference between fair value and transaction price
| ● | IFRS 7: Introduction and credit risk disclosures
| ● | IFRS 9: Lessee derecognition of lease liabilities
| ● | IFRS 9: Transaction price
| ● | IFRS 10: Determination of a ‘de facto agent’
| ● | IAS 7: Cost method
|  | Annual reporting periods beginning on or after 1 January 2026

F-19

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

4. | TRADE AND OTHER RECEIVABLES

SCHEDULE OF TRADE AND OTHER RECEIVABLES

|  | December 31, 2024 |  |  | December 31, 2023 |
Trade receivables |  | $ | 1,114,153 |  |  | $ | 879,509 |
Allowance for doubtful accounts |  |  | (36,973 | ) |  |  | - |
Sales taxes receivable |  |  | 327,000 |  |  |  | 301,748 |
Total |  | $ | 1,404,180 |  |  | $ | 1,181,257 |

Provisions on Trade Receivables

In accordance with policy to use the expected credit loss model, the Company utilizes the expedited method where trade receivables are provided for based on their aging, as well as providing for specified balances deemed non-collectible. In the year ended December 31, 2024, the Company concluded that a bad debt provision of $36,973 (2023-$NIL) was needed.

Factoring Arrangements and Liens

Signifi Mobile Inc. (“Signifi”) had a factoring agreement on its trade receivables effective April 2023, whereby invoices are fully assigned to a funding entity in return for 80%-85% of the total sale to be paid to Signifi by the funding entity in advance. The remaining 15-20% is paid to Signifi when the funding entity receives payment from the customer. Signifi incurs a financing charge of 1.8% for the first 30 days, then 0.5% every 10 days thereafter. This loan is collateralized by the North American receivables, inventory and equipment.

The 80-85% received upfront remained as a liability from Signifi to the funding entity until final settlement, however, all such balances are fully insured in case of non-payment. As Signifi retains the risks associated with the receivables, the amounts are presented at gross in accordance with IFRS, trade receivables are presented at the gross amount of the receivable and the underlying liability for amounts advanced are recorded separately as a loans to financial institutions. As at December 31, 2024, the total amount expended by the funding entity was $737,158 (December 31, 2023 - $89,298)

F-20

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

5. | INVENTORY

SCHEDULE OF INVENTORY

|  | December 31, 2024 |  |  | December 31, 2023 |
Finished products |  | $ | 3,734,922 |  |  | $ | 4,624,471 |
Impairment of finished products |  |  | (196,157 | ) |  |  | (1,434,827 | )
Accessories and spare parts |  |  | 438,287 |  |  |  | 829,860 |
Impairment of accessories and spare parts |  |  | (34,156 | ) |  |  | (474,985 | )
Total |  | $ | 3,942,896 |  |  | $ | 3,544,519 |

Refer to Note 14 for total inventories expensed as cost of sales during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024 the inventory excludes items that were written off at 100%.

During the year ended December 31, 2022, the Company had a flood in one of its premises resulting in damage to some of the inventory. The Company wrote off $519,764 of inventory due to the flood in 2022. In 2023, the Company had sent all of the inventory written off to the Company’s insurance company from detailed valuation of each piece of inventory. Based on the insurance company’s analysis, which included opening carton, boxes and testing the electronic devices, the insurer determined that only $65,128 of the inventory sent to them was unsalvageable and that the balance of $454,636 was inventory in pristine condition and was readily saleable. The Company added back this salvageable inventory back into the warehouse and integrated it in with all the other merchandise in the warehouse. There have not been any higher rates of returns resulting from the salvaged inventory. The Company also received cash for the damaged inventory in the amount of $380,077.

Provision on inventory

Management is presently reviewing the inventory for impairment on an annual basis. During the year, the Company also wrote off $230,312 (2023 - $NIL) in inventory.

Liens

As a result of the factoring agreement in Note 4 above, the Company has provided the North American inventory as collateral for the outstanding balance. As at December 31, 2024 the inventory owed by the North American entities amounts to $2,661,569 (December 31, 2023 - $2,473,721).

6. | INVESTMENT IN SECURITIES

On June 28, 2024, the Company made a minority investment in Canadian Towers & Fiber Optics Inc. (“Canadian Towers”), a developer of fiber optic systems for the telecommunications sector, for the total amount of $1,000,000. On August 29,2024, the Company made an additional minority investment in Canadian Towers for the total amount of $300,000. Canadian Towers is focused on tower development and operating its 700+km fiber network in the attractive wireless market of Mexico. The total investment resulted in the Company acquiring 1,229,795 shares equating to 2.66% of Canadian Towers. The investment was initially recognized at cost. The Company assessed the investment for impairment in accordance with IFRS 9 and determined that a full impairment was necessary due to the following factors:

| ● | Audited financial statements for 2023 were not available at the time of the assessment.
| ● | The most recent available financial information (2022 draft reports) indicated negative working capital and accumulated losses, which were considered in the impairment analysis.
| ● | There is no observable market data to reliably determine fair value, and the investment’s ability to generate future economic benefits remains uncertain.

As a result, the full carrying amount of $1,300,000 has been written off.

7. | RIGHT OF USE ASSETS, NET

SCHEDULE OF RIGHT OF USE

|  | December 31, 2024 |  |  | December 31, 2023 |
Opening balance |  | $ | 630,793 |  |  | $ | 887,137 |
Additions in the year |  |  | 288,753 |  |  |  | 42,393 |
Foreign exchange |  |  | 16,064 |  |  |  | 18,555 |
Amortization in the year |  |  | (353,125 | ) |  |  | (317,292 | )
Closing balance |  | $ | 582,485 |  |  | $ | 630,793 |

Allocation of the right of use assets is as follows:

SCHEDULE OF ALLOCATION OF THE RIGHT OF USE ASSETS

|  | December 31, 2024 |  |  | December 31, 2023 |
Office lease |  | $ | 486,544 |  |  | $ | 518,787 |
Car leases |  |  | 95,941 |  |  |  | 112,006 |
Right of use assets, total |  | $ | 582,485 |  |  | $ | 630,793 |

F-21

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

8. | INTANGIBLE ASSETS, NET

SCHEDULE OF INTANGIBLE ASSETS

|  | Development Costs |  |  | E-Wave License |  |  | Clear RF Patent + Supplier relationship |  |  | Total |
Cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at December 31, 2022 |  | $ | 16,709,798 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 18,553,692 |
Additions |  |  | 2,271,000 |  |  |  | - |  |  |  | - |  |  |  | 2,271,000 |
Balance at December 31, 2023 |  | $ | 18,980,858 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 20,824,752 |
Cost, balance |  | $ | 18,980,858 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 20,824,752 |
Additions |  |  | 2,004,087 |  |  |  | - |  |  |  | - |  |  |  | 2,004,087 |
Balance at December 31, 2024 |  | $ | 20,984,945 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 22,828,839 |
Cost, balance |  | $ | 20,984,945 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 22,828,839 |
Accumulated Amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at December 31, 2022 |  | $ | 9,722,267 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 11,566,161 |
Additions |  |  | 1,401,861 |  |  |  | - |  |  |  | - |  |  |  | 1,401,861 |
Balance at December 31, 2023 |  | $ | 11,124,128 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 12,968,022 |
Accumulated Amortization, balance |  | $ | 11,124,128 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 12,968,022 |
Additions |  |  | 1,295,953 |  |  |  | - |  |  |  | - |  |  |  | 1,295,953 |
Impairment in value |  |  | 279,828 |  |  |  | - |  |  |  | - |  |  |  | 279,828 |
Balance at December 31, 2024 |  | $ | 12,699,909 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 14,543,803 |
Accumulated Amortization, balance |  | $ | 12,699,909 |  |  | $ | 1,321,257 |  |  | $ | 522,637 |  |  | $ | 14,543,803 |
Net Book Value: |  |  | 8,285,036 |  |  |  | - |  |  |  | - |  |  |  | 8,285,036 |
Balance at December 31, 2023 |  | $ | 7,856,730 |  |  | $ | - |  |  | $ | - |  |  | $ | 7,856,730 |
Balance at December 31, 2024 |  | $ | 8,285,036 |  |  | $ | - |  |  | $ | - |  |  | $ | 8,285,036 |
Net Book Value, balance |  | $ | 8,285,036 |  |  | $ | - |  |  | $ | - |  |  | $ | 8,285,036 |

Development Costs

Development costs are internally generated and are capitalized in accordance with the IAS 38, Intangible Assets. On an annual basis, the Company assesses capitalized development costs for indicators of impairment or when facts or circumstances suggest the carrying amount may exceed its recoverable amount.

The Company engaged a third-party evaluator to determine the recoverable amount of the intangible assets at both December 31, 2024 and at December 31, 2023 based on the replacement cost method for costs related to devices under development and the royalty relief method for the devices for sales. The royalty relief method used an estimated royalty rate of 10.75% in both 2024 and 2023 and WACC of 22% in 2024 (2023-21.0%). Based on the results of their valuation, management determined that on December 31, 2024, one of the intangible assets fair value was $279,828 lower than its net book value as of the valuation date and was therefore impaired by $279,828. At December 31, 2023, management determined that the recoverable amount was equal to, or in excess of the carrying amount, and no impairment was recorded. The Company amortizes the capitalized development costs over a 4 year period from the date of completion of development.

During the twelve months ended December 31, 2024 the Company incurred $625,023 (December 31, 2023 -$578,356) in product development costs which did not satisfy the criteria for capitalization and were recorded in profit and loss.

F-22

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

9. | LOANS FROM FINANCIAL INSTITUTIONS

SCHEDULE OF LOANS FROM FINANCIAL INSTITUTIONS

|  | Factoring loan |  |  | PO Financing Loan |  |  | Jan 29, 2024 Loan |  |  | April 30, 2024 Loan |  |  | September 4, 2024 Loan |  |  | December 2, 2024 Ballon Loan |  |  | December 2, 2024 Monthly Loan |  |  | Total |
Opening Balance January 1, 2023 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Change in factoring for the period |  |  | 89,298 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 89,298 |
New loan advances |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Loan repayments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Closing Balance December 31, 2023 |  |  | 89,298 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 89,298 |
Opening Balance January 1, 2024 |  |  | 89,298 |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 89,298 |
Balance |  |  | 89,298 |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 89,298 |
Change in factoring for the period |  |  | 647,860 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 647,860 |
New loan advances |  |  |  |  |  |  | 920,041 |  |  |  | 200,000 |  |  |  | 125,000 |  |  |  | 200,000 |  |  |  | 100,000 |  |  |  | 50,000 |  |  |  | 1,595,041 |
Loan repayments |  |  |  |  |  |  |  |  |  |  | (258,440 | ) |  |  | (133,599 | ) |  |  |  |  |  |  |  |  |  |  | (6,866 | ) |  |  | (398,905 | )
Interest included in repayments |  |  |  |  |  |  |  |  |  |  | 58,440 |  |  |  | 39,519 |  |  |  |  |  |  |  |  |  |  |  | 3,113 |  |  |  | 101,072 |
Accrued interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 38,432 |  |  |  | 4,492 |  |  |  |  |  |  |  | 42,924 |
Closing Balance December 31, 2024 |  |  | 737,158 |  |  |  | 920,041 |  |  |  | - |  |  |  | 30,920 |  |  |  | 200,000 |  |  |  | 100,000 |  |  |  | 46,247 |  |  |  | 2,077,290 |
Balance |  |  | 737,158 |  |  |  | 920,041 |  |  |  | - |  |  |  | 30,920 |  |  |  | 200,000 |  |  |  | 100,000 |  |  |  | 46,247 |  |  |  | 2,077,290 |

| (a) | On January 29, 2024, the Company entered into a securities purchase agreement (the “January Purchase Agreement”) with an institutional investor pursuant to which the Company issued an unsecured promissory note in the principal amount of $230,750, with a stated maturity date of November 15, 2024. The gross proceeds to the Company from the exercise totaled approximately $195,000, prior to deducting legal and diligence expenses and agent fees/expenses. The Note’s interest of 5.48% monthly and outstanding principal shall be paid in ten consecutive monthly payments, each in the amount of $25,844 (a total payback of $258,440) commencing on February 15, 2024. The loan was fully repaid prior to the year end. On April 30, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $150,150, with a stated maturity date of February 28, 2025. The Note’s interest of 5.79% monthly and outstanding principal shall be paid in ten consecutive monthly payments commencing on May 30, 2024, each in the amount of $16,817 (a total payback of combined principal and interest in the amount of $168,169). The outstanding balance of the note at December 31, 2024 was $30,920. On September 4, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $200,000, with a stated maturity date of June 28, 2025. The Note’s interest of 4.49% monthly and outstanding principal shall be paid in one payment of $175,542 on February 28, 2025 and then consecutive monthly payments commencing on March 28, 2025 for 4 consecutive months of $23,630.78 per month (a total payback of combined principal and interest in the amount of $270,065). The balance of this promissory note as of December 31, 2024 was $238,432 including accrued interest of $38,432.
| (b) | On December 2, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $100,000, with a stated maturity date of September 30, 2025. The Note’s interest of 4.49% monthly and outstanding principal shall be paid in one payment of $87,771.42 on May 30, 2025 and then consecutive monthly payments commencing on June 30, 2025 for 4 consecutive months of $11,815.39 per month (a total payback of combined principal and interest in the amount of $135,033. The balance of this promissory note as of December 31, 2024 was $104,492 including accrued interest of $4,492.
| (c) | On December 2, 2024. the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $50,000, with a stated maturity date of September 30, 2025. The Note’s interest of 6.22% monthly and outstanding principal shall be paid in ten consecutive monthly payments commencing on December 30, 2024, each in the amount of $6,865.60 for a total payback of combined principal and interest in the amount of $68,656.00. The balance of this promissory note as of December 31, 2024 was $46,246 including accrued interest of $3,112.
| (d) | The Company also has a purchase order financing line of credit in the amount of $2,000,000. This line of credit is used to allow the Company to issue, through this financial institution, a letter of credit to their foreign contract manufacturers to finance product manufacturing. As of December 31, 2024, the outstanding balance of letters of credit outstanding is $NIL with a set-up fee in a sum equal to 2.00% monthly of the aggregate of face amounts of all letters of credit. Since this is a contingent liability until the production is completed, this is only included as commitment and contingencies and is not recorded as a liability on the balance sheet at December 31, 2024. The outstanding balance of letters of credit that have been funded and are still outstanding at December 31, 2024 is $920,041 and are included in the loans to financial institutions liability at December 31, 2024 (2023-NIL). The PO financing loans are guaranteed by both the CEO and CFO of the Company.
| (e) | Factoring agreement (See Note 4)

F-23

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

10. | SALES OF FUTURE RECEIPTS

SCHEDULE OF SALES OF FUTURE RECEIPTS

|  | 2024 |  |  | 2023 |
Sale of Future Receipts payable |  |  |  |  |  |  |  |
Opening Balance January |  | $ | 1,467,899 |  |  | $ | - |
Payment received in the year |  | $ | 1,478,776 |  |  | $ | 1,437,142 |
repayments in receipts in the year |  | $ | (3,564,283 | ) |  | $ | (532,285 | )
Interest expense for the year |  | $ | 2,306,044 |  |  | $ | 563,042 |
Closing Balance December 31 |  | $ | 1,688,435 |  |  | $ | 1,467,899 |

During the years ended December 31, 2024 and 2023, the Company entered into multiple agreements for the sale of future receipts with the same purchaser. Under the terms of these agreements, the Company received advances in exchange for a percentage of its future revenues, with specified repayment terms and interest rates, as follows:

(a) On October 11, 2023, the Company entered into an agreement to sell future receipts in the amount of $1,152,000. The Company received net proceeds of $760,000 after transaction fees. The advance was repayable in weekly installments of $41,143 over 28 weeks, accruing interest at a rate of 3.1% per week. In December 2023, the remaining balance under this agreement was rolled into a new agreement.

(b) On December 6, 2023, the Company entered into a new agreement to sell future receipts in the amount of $2,268,000, which included the outstanding balance of the October 2023 agreement. The Company received net proceeds of $677,142 after transaction fees. The advance was repayable in weekly installments of $81,000 over 28 weeks, accruing interest at a rate of 3.1% per week. As of December 31, 2023, the outstanding principal balance was $1,435,999 and accrued interest was $31,900.

(c) On January 31, 2024, the Company entered into an agreement to sell future receipts in the amount of $489,331. The Company received net proceeds of $323,632 after transaction fees. The advance was repayable in weekly installments of $17,476 over 28 weeks, accruing interest at a rate of 3.1% per week. This agreement was fully repaid as of September 30, 2024.

(d) On March 26, 2024, the Company entered into an agreement to sell future receipts in the amount of $2,920,000, which included the rollover of the remaining balance of the December 2023 agreement. The Company received net proceeds of $401,143 after transaction fees. The advance was repayable in weekly installments of $100,690 over 28 weeks, accruing interest at a rate of 3.2% per week. As of September 30, 2024, the outstanding principal balance was $996,048, including accrued interest.

(e) On October 16, 2024, the Company entered into an agreement to sell future receipts in the amount of $1,920,050, which included the rollover of the remaining balance of the March 2024 agreement. The total repayment amount was $2,803,273, payable in weekly installments of $50,000 for 10 weeks followed by $104,694 for 22 weeks, accruing interest at a rate of 3.2% per week. As of December 31, 2024, the outstanding principal balance was $1,688,435.

Each agreement is collateralized by 15% of the Company’s future revenues until repayment in full and secured by a security interest in the Company’s present and future accounts receivable.

F-24

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

11. | LEASE OBLIGATIONS

SCHEDULE OF LEASE OBLIGATIONS

|  | December 31, 2024 |  |  | December 31, 2023 |
Opening balance |  | $ | 640,307 |  |  | $ | 939,005 |
Additions in the year |  |  | 288,753 |  |  |  | 42,393 |
Interest expense |  |  | 29,460 |  |  |  | 16,637 |
Foreign exchange |  |  | - |  |  |  | (31,643 | )
Lease payments |  |  | (323,781 | ) |  |  | (326,041 | )
Total leases |  |  | 634,739 |  |  |  | 640,307 |
Due within one year |  |  | (296,366 | ) |  |  | (254,668 | )
Ending balance |  | $ | 338,373 |  |  | $ | 385,639 |

Future minimum lease payments are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

|  | December 31, 2024 |  |  | December 31, 2023 |
Year 1 |  | $ | 301,647 |  |  | $ | 254,668 |
Year 2 |  |  | 157,194 |  |  |  | 194,261 |
Year 3 |  |  | 175,898 |  |  |  | 191,378 |
Year 4 and thereafter |  |  | - |  |  |  | - |
Total lease obligation |  | $ | 634,739 |  |  | $ | 640,307 |
Less finance expenses |  |  | - |  |  |  | - |
Lease Obligations |  | $ | 634,739 |  |  | $ | 640,307 |

The Company has a long-term deposit of $181,584 held by the Company’s bank to guarantee a portion of the office lease located in Israel.

F-25

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

12. | WARRANT LIABILITY AND PREFERRED SHARES

| (a) | Warrant Liability

The warrants are determined to be a liability based on the following:

Based on the terms of the warrants outstanding, the Holder may elect to receive common shares for the warrants exercised in lieu of a cash payment for such exercise. The cashless exercise provision takes into consideration the market price of the Company’s stock at the time of the election and the exercise price of the warrant. If the Holder chooses the cashless exercise option, the Company will deliver a variable number of shares, since the number of shares will vary depending on the share price. As the Company will issue a variable number of shares under the cashless exercise option this would result in the settlement failing to meet the ‘fixed for fixed’ requirement in paragraph 16(b)(ii) of IAS 32, as such these warrants are classified as a financial liability.

The pre-funded warrants on the date of any issuances, before any reverse stock splits, has both a $0.01 exercise price and a cashless exercise resulting in these prefunded warrants not meeting the fixed for fixed’ as such, are classified as a financial liability.

The balance of the warrant liability is as follows:

SCHEDULE OF WARRANT LIABILITY

|  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |
|  | Warrants January 11, 2022 |  |  | Pre-funded warrants October 31, 2023 |  |  | Regular warrants April 9, 2024 |  |  | Prefunded warrants (May 10 2024) |  |  | Regular warrants (June 5 2024) |  |  | Prefunded warrants (June 28 2024) |  |  | Prefunded warrants (August 15 2024) |  |  | Total |
|  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |  |  | # of Units |  |  | Amount |
Balance, Dec 31, 2023 |  |  | 80 |  |  | $ | 3,158 |  |  |  | 206 |  |  |  | 153,275 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 286 |  |  |  | 156,433 |
Balance |  |  | 80 |  |  | $ | 3,158 |  |  |  | 206 |  |  |  | 153,275 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 286 |  |  |  | 156,433 |
Issuance of warrants |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 656 |  |  |  | 104,871 |  |  |  | 16,705 |  |  |  | 3,969,929 |  |  |  | 3,733 |  |  |  | 626,482 |  |  |  | 56,026 |  |  |  | 5,999,999 |  |  |  | 227,294 |  |  |  | 3,977,269 |  |  |  | 304,414 |  |  |  | 14,678,550 |
Exercise of pre-funded warrants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercise of warrants April 11, 2024 |  |  |  |  |  |  |  |  |  |  | (150 | ) |  |  | (85,320 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (150 | ) |  |  | (85,320 | )
Exercise of Warrants May10-29 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (16,705 | ) |  |  | (6,445,594 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (16,705 | ) |  |  | (6,445,594 | )
Extinguishment of warrant liability (June 5, 2024) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (656 | ) |  |  | (312,983 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (656 | ) |  |  | (312,983 | )
Exercise of Warrants July 1-26, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (56,026 | ) |  |  | (5,583,735 | ) |  |  |  |  |  |  |  |  |  |  | (56,026 | ) |  |  | (5,583,735 | )
Extinguishment of warrant liability July 11, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (3,733 | ) |  |  | (1,602,021 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (3,733 | ) |  |  | (1,602,021 | )
Exercise of Warrants August 15-Sep 10, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (227,294 | ) |  |  | (3,724,084 | ) |  |  | (227,294 | ) |  |  | (3,724,084 | )
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  | - |
Change in fair value |  |  |  |  |  |  | (3,158 | ) |  |  |  |  |  |  | (67,855 | ) |  |  |  |  |  |  | 82,361 |  |  |  |  |  |  |  | (1,372,403 | ) |  |  |  |  |  |  | 975,539 |  |  |  |  |  |  |  | (416,264 | ) |  |  |  |  |  |  | (1,685,514 | ) |  |  | - |  |  |  | (2,487,294 | )
Extinguishment of warrant liability |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  | - |
Day 1 loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 125,751 |  |  |  |  |  |  |  | 3,848,068 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,432,329 |  |  |  | - |  |  |  | 5,406,148 |
Balance, December 31, 2024 |  |  | 80 |  |  | $ | - |  |  |  | 56 |  |  |  | 100 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 136 |  |  |  | 100 |
Balance |  |  | 80 |  |  | $ | - |  |  |  | 56 |  |  |  | 100 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 136 |  |  |  | 100 |

| (b) | Preferred Share Liability

The preferred shares are classified as a liability due to the following:

In applying the guidance under IAS 32.16(b)(i), management needs to ascertain if there is a contractual obligation to deliver a variable number of shares to the Holder. If the Holder exercises the conversion option, the Company is required to deliver common shares based on the conversion price that also takes into consideration the Company’s stock price on certain trading days immediately prior to the date of such exercise. As the conversion price would result in the Company issuing variable number of equity instruments upon the exercise of the conversion option, the Preferred Stock fails to meet the criteria requirement in paragraph 16(b)(i) of IAS 32, as such, these Preferred Stock are classified as a financial liability.

The balance of the Preferred Share Liability is as follows:

SCHEDULE OF PREFERRED SHARE LIABILITY

|  |  |  |  | Pref share |
Class C Preferred Share Activity |  | # of Units |  |  | Liability $ |
Opening Balance January 1, 2024 |  |  | - |  |  |  | - |
Issuances for the period |  |  | 2,073 |  |  |  | 2,438,825 |
Converted into common shares |  |  | (811 | ) |  |  | (954,118 | )
Redemptions |  |  | (353 | ) |  |  | (415,294 | )
Closing Balance December 31, 2024 |  |  | 909 |  |  | $ | 1,069,413 |

Refer to Note 13 Share Capital and Note 27 Subsequent Events for class C preferred share activity after December 31, 2024 and until the date of this report.

F-26

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL

Transactions in the year

| a) | On April 9, 2024, The Company raised capital including the issuances of 156 common shares, 290 Class C preferred stock and 656 warrants with a strike price of $572.40 subject to certain adjustments and a cashless exercise provision. Net proceeds before transaction fess was $260,000. The warrants meet the definition of a derivative financial liability. The gross proceeds are allocated to the fair value of the Preferred stock and warrant liability, with the residual allocated to the common shares and recognized as equity. The warrant valuation as of the date of issuance was $230,622 with a carrying cost of $104,865, resulting in a day one loss of $125,757.

The fair value of the 290 Class C preferred shares is $341,176 with a carting amount of $155,129 resulting in Day one loss of $186,047. The residual value allocated to the common shares was NIL

| b) | On April 12, 2024, 150 prefunded warrants issued in October 2023 were exercised into 150 common shares of the Company. The Company credited $87,210 to share capital based on the fair value of the Class C preferred share exercised plus proceeds received from the exercise of $1,890.
| c) | On April 17, 2024 as part of the “2nd April Class C raise”, the Company issued 156 common shares and 290 Class C preferred shares for net proceeds before transaction costs of $250,000. The fair value of the 290 Class C preferred shares is $341,176. The carrying amount of the preferred shares is $250,000, resulting in a Day 1 loss of $91,176 recognized in the profit and loss. As the fair value of the preferred shares received exceeded the carrying amount, the residual value of these common shares was Nil.
| d) | On May 10, 2024, due to a capital raise, these 656 warrants at $572.40 (in (a) above) were repriced due to the anti-dilution clause resulting to 3,594 warrants at $104.40. On June 5, 2024, due to another capital raise, these 3,594 warrants had a fair value of $312,983 which meant a change in fair value of $82,361 was recognized., and a loss on extinguishment of this warrant liability of $601,163.
| e) | On May 10, 2024, the Company issued 16,705 pre-funded warrants at $232.20 per share with no expiration date. The warrants are exercisable into one common share at an exercise price of $1.80, subject to the adjustments. These warrants contain a cashless exercise option. These warrants meet the definition of a derivative financial liability and are a liability recognized at fair value.

The fair value of these warrants as of the date of issuance was determined to be $466.76 per warrant which is a fair value of $7,797,235. There is a day 1 loss related to the difference in the transaction price and the fair value of the warrant liability on initial measurement. The total day 1 loss on the warrant liability is equal to $3,827,306 since total proceeds was $3,969,929.

During Q2 2024, these 16,705 prefunded warrants were all exercised at $1.80 for gross proceeds of $30,069 which was credited to share capital. This exercise also resulted in crediting the share capital for $6,445,594 and a change in fair value gain of $1,372,403.

F-27

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

Transactions in the year (cont’d)

| f) | On May 21, 2024 the Company issued 79 common shares to a supplier in lieu of payment valued at $34,286.
| g) | On June 5, 2024, as part of the “June Class C preferred share raise” the Company received net proceeds before transaction costs of $105,000 and the Company issued to the investor 844 common shares (with a fair value of $253,838), 118 Class C preferred shares (with a fair value of $138,624), extinguished 3,594 warrants with a fair value of $312,983 and issued 3,733 warrants that are each exercisable at $572.40 into one common share (with a fair value of $626,482), expiring with five years from the issuance date. These warrants include a cashless exercise provision and anti-dilution provisions. As the Company will issue a variable number of shares under the cashless exercise option this would result in the settlement failing to meet the ‘fixed for fixed’ requirement in paragraph 16(b)(ii) of IAS 32, as such these warrants were classified as a financial liability. The loss on extinguishment of this warrant liability of $601,163 calculated as follows:

SCHEDULE OF CALCULATION OF LOSS ON EXTINGUISHMENT

Calculation of loss on extinguishment: |  |  |  |
New cash proceeds |  | $ | 105,000 |
Carrying amount of the extinguished warrant liability |  | $ | 312,983 |
Consideration Received |  | $ | 417,983 |
Consideration Given |  |  |  |
New warrant liability (672,000; exercise price of $3.18) |  | $ | 626,482 |
Preferred share liability (118 shares) |  | $ | 138,824 |
Common shares (152,000 @ $1.67 per share) |  | $ | 253,840 |
Consideration Given |  | $ | 1,019,146 |
Loss on extinguishment |  | $ | 601,163 |

The fair value of these warrants at the date of issuance is $626,482. Due to the capital raise on June 28, 2024 the anti-dilution clause resulted in a change in fair value of these warrants to $1,942,867, and the change in fair value loss is $1,316,385.

| h) | On June 5, 2024 the Company issued 156 common shares and 256 shares of preferred stock to an institutional investor, the “second June Class C raise” for net proceeds before transaction costs of $220,000 (the carrying amount of the Class C preferred shares). The fair value of the 256 Class C preferred shares was $301,176 resulting in a Day 1 loss of $81,176. Residual allocation to common shares was $Nil.
| i) | On June 28, 2024, the Company issued 2,411 common share and 56,026 pre-funded warrants that are each exercisable into one common share at $1.80 per warrant, with no expiry for gross proceeds of $5,999,999 before transaction costs. These warrants include a cashless exercise provision. As the warrants meet all of the noted characteristics, they meet the definition of a derivative. Therefore, in determining whether the instrument is to be classified as equity or financial liability, management will apply the guidance under IAS 32.16(b)(ii). As the Company will issue a variable number of shares under the cashless exercise option this would result in the settlement failing to meet the ‘fixed’ requirement in paragraph 16(b)(i) of IAS 32, as such these warrants were classified as a financial liability.

The pre-funded warrants fair value has been calculated based on the intrinsic fair value of the warrant. The share price on June 28, 2024 was $144.00 per share and therefore the fair value per warrant was determined to be $142.20 per warrant, which is a total fair value on date of issuance of $7,797,063. There is a day 1 loss related to the difference in the transaction price of $5,999,999 and the fair value of the warrant liability on initial measurement of $7,797,063 for a day 1 loss is equal to $1,797,064 recognized immediately.

F-28

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

Transactions in the year (cont’d)

| j) | On July 18, 2024, the Company redeemed all of the outstanding warrants from both the “April Class C preferred share raise” ((b) above) and the “June Class C preferred share raise” ((g) above) in exchange for 293 Class C preferred shares. The fair value of these warrants at June 30, 2024 was $1,942,867 and as of July 11, 2024 the change in fair value decrease was $340,846 for a fair value as of July 11, 2024 of $1,602,021. The fair value of the 293 Class C preferred shares offered in exchange was $344,706 resulting in a gain on extinguishment of $1,257,315.
| k) | On August 15, 2024, the Company entered into a capital raise issuing 8,000 common shares and 227,294 pre-funded warrants. The total gross proceeds from the issuance of the prefunded warrants and common shares amounted to $3,977,269. In addition, the Company incurred $419,941 in expenses related to the transaction including legal expenses and placement fees that were expensed in the period and included in transaction costs in the period incurred.

The pre-funded warrants’ fair value has been calculated based on the intrinsic fair value of the warrant. The share price on August 15, 2024 was $24.00 per share and therefore the fair value per warrant was determined to be $23.90 per warrant for a total warrant liability of $5,543,327.

The pre-funded warrants are a derivative liability subsequently measured at fair value through profit or loss and therefore the transaction costs are expensed.

There is a day 1 loss of $1,566,058 related to the difference in the transaction price of $3,977,269 and the fair value of the warrant liability of $5,543,327 on initial measurement is fully allocated to the warrant liability.

The fair value of the pre-funded warrant liability is based on a valuation technique which is equal to the market price of the underlying share less the $0.10 strike price. Therefore, the warrant’s fair value is evidenced based on a valuation technique using data from observable markets. IFRS 9.B5.1.2A is met and therefore the difference between the fair value and the transaction price is recognized immediately as a day one loss.

The common shares were recorded at the residual amount which amounted to $nil as the fair value of the pre-funded warrants exceeds the proceeds of $3,977,269.

| (l) | The 227,294 prefunded warrants from August 15, 2004 capital raise were all exercised for 227,294 common shares of the Company from August 15, 2024 until September 10, 2024 for gross proceeds of $22,729.40. The gain results from the difference between the value of the proceeds at the date of exercises of $3,724,084 and the fair value of these warrants on August 15, 2024 of 3,977,268. Total amount credited to share capital for the issuance of these 2,272,940 common shares was $3,746,813.40 which consists of the fair value of the common shares on their dates of issuance of $3,724,084 plus the proceeds received on exercise of $22,729.40.
| (m) | On October 11, 2024, an investor provided Notice to the Company to convert 52 Class C preferred shares into 8,666.70 common shares of the Company. The Company included in share capital the fair value of these 52 class C preferred shares at its original date of issuance of $61,176. There was no gain or loss recorded in the records of the Company for this transaction.
| (n) | On October 21, 2024, multiple investors provided Notice to the Company to convert 345 Class C preferred shares into 59,997 common shares of the Company. The Company included in share capital the fair value of these 345 class C preferred shares at its conversion date of issuance of $405,882. There was no gain or loss recorded in the records of the Company for this transaction.
| (o) | On October 22, 2024, multiple investors provided Notice to the Company to convert 86 Class C preferred shares into 15,033 common shares of the Company. The Company included in share capital the fair value of these 86 class C preferred shares at its conversion date of $101,176. There was no gain or loss recorded in the records of the Company for this transaction.

F-29

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

Transactions in the year (cont’d)

| (p) | On October 23, 2024, the Company signed an agreement with one of its investors to issue 126 Class C preferred shares to an investor as a penalty fee for agreeing to defer redemption of their Class C preferred shares as required according to their agreement. The Company treated this as a finance expense for the fair value of this instrument of $148,235 and included this item as a preferred share liability instrument in the financial statements.
| (q) | On November 1, 2024, the Company issued 420 Class C preferred shares to a single investor as part of a capital raise. The investor was also issued 8,000 common shares as a commitment fee for this capital raise. Total proceeds received for this capital raise by the Company was $360,000 before legal fees of $4,000. As the fair value of the 420 Class C preferred shares was equal to $494,117, which resulted in a one time gain of $134,117. The common shares in this residual calculation are valued therefore at zero. This agreement provides that in the event that the Company raises more than $250,000 from an equity line of credit, the Company will be required to redeem 20% of the amount of the equity line of credit invested by investors.
| (r) | On November 15, 2024, the Company completed a registered offering for an equity line of credit with one investor. The offering is up to $7,000,000 which would represent approximately 538,462 Common Shares. The Company can issue put notices for the investor to purchase common shares to the maximum amount registered, not to exceed the investor owing more than 4.99% of the Company at any time. The price paid by the investor for these shares is the lessor of a) the stock price on the day before the put notice is issued and b) the lowest closing stock price in the three day period following the put notice.

From November 15, 2024 to December 31, 2024 the Company exercised a total of 335,600 common shares and received total net proceeds of $1,964,497.

A commitment fee of 210 Class C preferred share was given to the investor with a fair value of these preferred shares at an 85% discount to their stated value. The stated value of the 210 Class C preferred shares is $210,000 and the fair value at a 15% discount is $247,059. The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date.

On November 15, 2024, the investor converted the 210 Class C preferred shares into 20,267 common shares resulting in an increase in share capital of $247,059 with no gain or loss on conversion.

| (s) | On December 12, 2024, one of its investors converted118 Class C preferred shares into 24,583 common shares of the Company. The Company credited $138,824 to share capital. There was no gain or loss on the transaction.
| (t) | On December 30, 2024, the Company signed an agreement with one of its investors to issue 70 Class C preferred shares to an investor as a penalty fee for agreeing to defer redemption of their Class C preferred shares as required according to their agreement. The Company treated this as a finance expense for the fair value of this instrument of $82,353 and included this item as a preferred share liability instrument in the financial statements.

Capital transactions subsequent to the year ended see Subsequent Events Note 27

F-30

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

Transactions for the year ended December 31, 2023 are as follows:

On January 19, 2023, Siyata entered into warrant exercise agreements with fourteen existing accredited investors to exercise certain outstanding warrants to purchase up to an aggregate of 143.2 of the Company’s common shares. In consideration for the immediate exercise of the outstanding warrants for cash, the Company agreed to reduce the exercise price from $28,980 to $25,200 per share and issue new unregistered warrants to purchase up to an aggregate of 143.2 common shares with an exercise price of $25,200 per share. The gross proceeds to the Company from the exercise totaled approximately $3,608,571, prior to deducting warrant inducement agent fees and offering expenses. The new warrants are exercisable immediately upon issuance at an exercise price of $25,200 per share and have a term of exercise equal to five years. In connection with the exercise, the Company will be required pursuant to the terms of 23.7 of its remaining unexercised common share purchase warrants, to reduce the exercise price of such warrants from $28,890 to $25,200.

The fair value of the 143.2 warrants issued at January 19, 2023 was $2,875,580 and was determined using the stock price of $23,940, with a 15% discount for lack of marketability. This method was used as the warrants contained an alternative cashless exercise feature.

F-31

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

Transactions for the year ended December 31, 2023 (cont’d)

The fair value of the warrants on March 30, 2023 was $3,410,100 and was determined using the stock price on the date, as the warrants were cashless exercise at that date.

On March 30, 2023, the SEC accepted the registration statement of the Company to the effect that all of the 166.9 warrants outstanding at $25,200 become immediately a cashless exercise and their underlying shares become immediately tradeable. Therefore in the first week of April 2023, 135.8 warrants were exercised cashless in exchange for 135.8 common shares of the Company with 31.1 cashless warrants were exercised cashless in June 2023.

On June 28, 2023 the Company issued 397 at $5,670 per share for gross proceeds of $2,250,000 before offering expenses and other expenses included in share issuance costs.

On July 13, 2023, the Company issued 408.3 shares at $5,670 per share for gross proceeds of $2,315,250 before offering expenses and other expenses included in share issuance costs.

The Company closed an equity offering on October 31, 2023. at a price of $819.00 on 1,484.1 common shares for gross proceeds of $1,215,500 and for a purchase price of $806.40 per prefunded warrants on 420.6 pre-funded warrants to purchase common shares for gross proceeds of $339,200. Total offering gross proceeds received of $1,554,700 prior to share issuance costs. The Company allocated the gross proceeds firstly to the warrant liabilities, with the remainder to the common shares. Direct costs have been allocated based on the percentage allocation of the proceeds. The 420.6 pre-funded warrants is exercisable into one common share at an exercise price of $12.60. These prefunded warrants also contain a cashless exercise option. Cashless Exercise. If at the time of exercise hereof, there is no effective registration statement registering the Warrant Shares or the prospectus contained therein is not available for issuance of the Warrant Shares to the Holder, then this Warrant may be exercised, in whole or in part by means of a “cashless exercise”.

On November 1, 2023, 142.9 of the prefunded warrants were exercised. In lieu of the warrant holders paying the $12.60 to exercise the option of these warrants, the warrant holder chose the cashless exercise option and received 25.7 common shares.

On December 12, 2023, 72 prefunded warrants of the 277.8 owned by Lind Partners were exercised by paying $12.60 per warrant.

| (b) | Common Shares
|  | Authorized - Unlimited number of common shares without par value

As at December 31, 2024, the Company had 787,733 common shares issued and outstanding (December 31, 2023 – 3,169).

As of the date of issuance of these financial statements, the total outstanding common shares is 3,016,519.

On December 27, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 10 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On Augst 2, 2024 the Company consolidated (each a “Share”) its common shares on the basis of 18 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

F-32

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| (b) | Common shares (cont’d)

On December 4, 2023 the Company consolidated (each a “Share”) its common shares on the basis of 7 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On August 3, 2023 the Company consolidated (each a “Share”) its common shares on the basis of 100 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

On September 24, 2020, the Company consolidated (each a “Share”) its common shares on the basis of 145 pre-consolidation Shares for one (1) post-consolidation share. Share amounts have been retrospectively restated to reflect the post-consolidation number of shares.

(c) | Class C Preferred Shares

Authorized – 2,000 Class “C” preferred shares without par value,

Holders of Class C Preferred Shares are entitled to vote together with the holders of Common Shares on an as converted basis, 0% dividend, Stated Value of $1,000 per share, is convertible, at anytime and from time to time, into that number of shares of Common Shares determined by dividing the Stated Value of such Class C Preferred Share by the conversion price thereof. The conversion price is the lowest of $572.40 (subject to reverse split adjustments), or 85% of the average market price in the previous ten days. The company may redeem the Class C preferred shares at an exercise price of 1.25 and 1.35 times the stated value within 90 days and 90-180 days from issuance respectively. The fair value of the Class C preferred shares as of the dates of issuance was equal to an 85% discount on the stated value.

As at December 31, 2024, the Company had 909 Class “C” preferred shares issued and outstanding (December 31, 2023 – NIL).

As of the date of issuance of these financial statements, the total outstanding Class “C” preferred shares is 622. See Subsequent events for preferred share issuance and redemptions.

All the 909 Class C preferred shares issued and outstanding are treated as financial liabilities in the amount of $1,069,413 on the Balance Sheet at December 31, 2024.

F-33

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| (c) | Class C Preferred Shares (cont’d)

| (d) | Stock options

The Company has a shareholder-approved “rolling” stock option plan (the “Plan”) in compliance with Nasdaq policies. Under the Plan the maximum number of shares reserved for issuance may not exceed 15% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant, less a discount of up to 25%. Options can have a maximum term of ten years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

The exercise price of these stock options are so high that it is unlikely to expect these options to be exercised based on the Company current stock price.

A summary of the Company’s stock option activity is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY BASED ON GRANT DATE

Grant Date |  | Number of options outstanding |  |  | Number of options exercisable |  |  | Weighted Average Exercise Price |  |  | Expiry date |  | Remaining contractual life (years) |
15-Nov-20 |  |  | 1 |  |  |  | 1 |  |  |  | 756,000.00 |  |  | 15-Nov-30 |  |  | 5.88 |
15-Nov-20 |  |  | 1 |  |  |  | 1 |  |  |  | 756,000.00 |  |  | 15-Nov-25 |  |  | 0.87 |
13-Apr-22 |  |  | 6 |  |  |  | 6 |  |  |  | 138,600.00 |  |  | 13-Apr-27 |  |  | 2.28 |
12-Jul-22 |  |  | 3 |  |  |  | 2 |  |  |  | 138,600.00 |  |  | 12-Jul-25 |  |  | 0.53 |
Total |  |  | 11 |  |  |  | 10 |  |  | $ | 250,854.55 |  |  |  |  |  | 2.00 |

F-34

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| (d) | Stock options (cont’d)

SCHEDULE OF STOCK OPTIONS

|  | Number of Stock |  |  | Weighted Average |
|  | Options |  |  | Exercise Price |
Outstanding options, December 31, 2022 |  |  | 13 |  |  | $ | 46,376.16 |
Expired/Cancelled |  |  | (1 | ) |  |  | 162,684.00 |
Outstanding options, December 31, 2023 |  |  | 12 |  |  | $ | 38,903.00 |
Expired/Cancelled |  |  | (1 | ) |  |  | 2,268.44 |
Outstanding options, December 31, 2024 |  |  | 11 |  |  | $ | 250,854.55 |

| (e) | Restricted share units

The Company approved on February 14, 2022, the addition of the issuance of restricted share units to the existing executive stock option plan.

A summary of the Company’s restricted share unit activity during the year ended December 31, 2023 and the year ended December 31, 2024 is as follows:

SCHEDULE OF RESTRICTED SHARE UNIT ACTIVITY BY GRANT DATE

Grant Date |  | Number of RSU’s outstanding |  |  | Number of RSU’s exercisable |  |  | Weighted Average Issue Price |
9-Mar-22 |  |  | 17 |  |  |  | 17 |  |  |  | 129,780.00 |
13-Apr-22 |  |  | 7 |  |  |  | 7 |  |  |  | 138,600.00 |
Outstanding RSU, December 31, 2024 |  |  | 24 |  |  |  | 24 |  |  | $ | 132,352.50 |

F-35

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| (e) | Restricted share units (cont’d)

SCHEDULE OF RESTRICTED SHARE UNITS ACTIVITY

|  | Number of RSU’s |  |  | Weighted Average Issue Price |
Outstanding RSU, December 31, 2022 |  |  | 25 |  |  | $ | 132,325.20 |
Exercised/cancelled |  |  | (1 | ) |  |  | (138,600.00 | )
Outstanding RSU, December 31, 2023 |  |  | 24 |  |  | $ | 132,352.50 |
Exercised/cancelled |  |  | - |  |  |  | - |
Outstanding RSU, December 31, 2024 |  |  | 24 |  |  | $ | 132,352.50 |

| (f) | Agents’ options

The exercise price of these agents’ options are so high that it is unlikely to expect these options to be exercised based on the Company current stock price.

A summary of the Company’s agent options activity is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY BASED ON GRANT DATE

Grant Date |  | Number of options outstanding |  |  | Number of options exercisable |  |  | Weighted Average Exercise Price |  |  | Expiry date |  | Remaining contractual life (years) |
29-Sep-20 |  |  | 1 |  |  |  | 1 |  |  | $ | 831,600.00 |  |  | 28-Sep-25 |  |  | 0.74 |
29-Sep-20 |  |  | 2 |  |  |  | 2 |  |  | $ | 863,100.00 |  |  | 28-Sep-25 |  |  | 0.74 |
11-Jan-22 |  |  | 3 |  |  |  | 3 |  |  | $ | 318,780.00 |  |  | 11-Jan-27 |  |  | 2.03 |
31-Oct-23 |  |  | 95 |  |  |  | 95 |  |  | $ | 900.90 |  |  | 31-Oct-28 |  |  | 3.84 |
Total Agent options |  |  | 101 |  |  |  | 101 |  |  |  | 35,640.85 |  |  |  |  |  | 3.69 |

F-36

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| (f) | Agents’ options (cont’d)

SCHEDULE OF STOCK OPTIONS

|  | Number of |  |  | Weighted average |
|  | options |  |  | exercise price |
Outstanding agent options, December 31, 2021 |  |  | 4 |  |  | $ | 94,626.00 |
Granted |  |  | 4 |  |  |  | 31,626.00 |
Expired |  |  | (2 | ) |  |  | 144,900.00 |
Outstanding agent options, December 31, 2022 |  |  | 8 |  |  | $ | 63,126.00 |
Granted |  |  | 95 |  |  |  | 90.09 |
Outstanding agent options, December 31, 2023 |  |  | 103 |  |  | $ | 4,986.08 |
Expired |  |  | (2 | ) |  |  | 144,900.00 |
Outstanding agent options, December 31, 2024 and the date of the MD&A |  |  | 101 |  |  |  | 35,640.85 |

Transactions for the year ended December 31, 2023, are as follows:

On October 31, 2023, 6.7 warrants were issued to the placement agents with a strike price at 110% of the issue price of the common stock- $900.90 on October 31, 2023. These warrants also had a cashless exercise provision, The warrants also are contingently redeemable at the option of the holder upon the occurrence of any fundamental transactions as defined in the Placement Agent Common Shares Purchase Warrant Certificate. The warrants expire on October 31, 2028. The initial exercise period commences on April 28, 2024.

The placement agent did not provide valuation of the services provided to the Company. As a result, management is unable to determine reliable value, and per IFRS 2.10, the fair value of the equity instruments would then be used. As a result, the fair value of the instruments was determined through reference to the fair value of the equity instruments, as the fair value of the services was determined that it could not be measured reliably.

Management has concluded the issuance of the placement warrants was an incremental cost directly attributable to the issuance of common shares and pre-funded warrants, as the Company would not have issued the placement warrants if the Company had not issued the common shares and the pre-funded warrants. Therefore, the fair value of the placement warrants are included in the transaction costs associated with the issuance. The placement warrants were fair valued using a Black-Scholes method.

The fair value of the placement agents warrants as at December 31, 2023 was $66,237 and was determined using the Black-Scholes Option Pricing Model with the following assumptions: share price $819.00, strike rate $900.90; expected volatility: 125%; dividend yield 0%; risk free rate: 4.76%.

F-37

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

13. | SHARE CAPITAL (cont’d)

| g) | Share purchase warrants

The exercise price of these share purchase warrants are so high that it is unlikely to expect these options to be exercised based on the Company current stock price.

A summary of the Company’s share purchase warrant activity is as follows:

SCHEDULE OF SHARE PURCHASE WARRANT ACTIVITY BY GRANT DATE

Grant Date |  | Number of Warrants outstanding and exercisable |  |  | Exercise Price |  |  | Expiry date
29-Sep-20 |  |  | 14 |  |  |  | 863,100.00 |  |  | 28-Sep-25
11-Jan-22 |  |  | 80 |  |  |  | 289,800.00 |  |  | 10-Jan-27
31-Oct-23 |  |  | 56 |  |  |  | 12.60 |  |  | none
Total |  |  | 150 |  |  | $ | 235,120.70 |  |  |

SCHEDULE OF SHARE PURCHASE WARRANT

|  | Number of Warrants |  |  | Weighted average exercise price |
Outstanding, December 31, 2022 |  |  | 271 |  |  | $ | 272,258.22 |
Granted |  |  | 564 |  |  | $ | 7,001.78 |
Expired |  |  | (10 | ) |  |  | (1,449,000 | )
Exercised |  |  | (525 | ) |  | $ | 52,272.00 |
Outstanding, December 31, 2023 |  |  | 310 |  |  | $ | 162,219.95 |
Granted |  |  | 300,681 |  |  | $ | 1,231.33 |
Expired |  |  | (10 | ) |  |  | (1,449,000 | )
Exercised/Exchanged |  |  | (300,831 | ) |  | $ | 640.06 |
Outstanding, December 31, 2024 |  |  | 150 |  |  | $ | 235,120.70 |

Both the January 11, 2022 and the October 31, 2023 share purchase warrants are treated as financial liabilities in these financial statements.

14. | COST OF SALES

SCHEDULE OF COST OF SALES

(in thousands) |  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2022 |
Inventory expensed |  | $ | 7,800 |  |  | $ | 4,192 |  |  | $ | 3,781 |
Royalties |  |  | 380 |  |  |  | 343 |  |  |  | 307 |
Other expenses |  |  | 1,307 |  |  |  | 1,040 |  |  |  | 1,004 |
Total |  | $ | 9,487 |  |  | $ | 5,575 |  |  | $ | 5,092 |

15. | SELLING AND MARKETING

SCHEDULE OF SELLING AND MARKETING

(in thousands) |  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2022 |
Salaries and related expenses |  | $ | 3,692 |  |  | $ | 3,343 |  |  | $ | 2,601 |
Advertising and marketing |  |  | 585 |  |  |  | 865 |  |  |  | 1,739 |
Travel and conferences |  |  | 203 |  |  |  | 157 |  |  |  | 169 |
Total |  | $ | 4,480 |  |  | $ | 4,365 |  |  | $ | 4,509 |

F-38

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

16. | GENERAL AND ADMINISTRATIVE

SCHEDULE OF GENERAL AND ADMINISTRATIVE

(in thousands) |  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2022 |
Salaries and related expenses |  | $ | 969 |  |  | $ | 553 |  |  | $ | 601 |
Professional services |  |  | 1,030 |  |  |  | 1,570 |  |  |  | 2,527 |
Consulting and director fees |  |  | 1,449 |  |  |  | 1,131 |  |  |  | 1,171 |
Travel |  |  | 128 |  |  |  | 63 |  |  |  | 135 |
Office and general |  |  | 976 |  |  |  | 1,415 |  |  |  | 1,994 |
Regulatory and filing fees |  |  | 196 |  |  |  | 169 |  |  |  | (33 | )
Shareholder relations |  |  | 112 |  |  |  | 228 |  |  |  | 547 |
Total |  | $ | 4,860 |  |  | $ | 5,129 |  |  | $ | 6,942 |

17. | FINANCE EXPENSES

SCHEDULE OF FINANCE EXPENSES

|  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2022 |
Interest paid and accretive interest on debentures |  | $ | - |  |  | $ | - |  |  | $ | 86,841 |
Interest expense on sale of future receipts |  |  | 2,306,044 |  |  |  | - |  |  |  | - |
Finance fees from issuance of preferred shares |  |  | 477,647 |  |  |  | - |  |  |  | - |
Interest on loans from financial institutions |  |  | 145,331 |  |  |  | 102,392 |  |  |  | - |
Other interest and bank charges |  |  | 158,403 |  |  |  | 704,978 |  |  |  | 58,894 |
Factoring and letter of credit charges |  |  | 424,709 |  |  |  | - |  |  |  | - |
Interest expense on lease obligations |  |  | 29,460 |  |  |  | 34,445 |  |  |  | 35,678 |
Total |  | $ | 3,541,594 |  |  | $ | 841,815 |  |  | $ | 181,413 |

18. | TRANSACTION COSTS

Transaction costs incurred in 2024 are $1,487,800 which are costs incurred for the equity raises as described in Note 12.

Transaction costs incurred in 2023 are $99,529 which are costs incurred for the equity raise in October 2023 as described in Note 12.

Transaction costs incurred in 2022 are $1,398,598, which are costs incurred for the equity raises described in Note 12 (b).

F-39

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

19. | INCOME TAXES

The reconciliation of income taxes at statutory rates is as follows:

SCHEDULE OF RECONCILIATION OF INCOME TAXES AT STATUTORY RATES

|  | 2024 |  |  | 2023 |  |  | 2022
Loss for the year |  | $ | (25,270,714 | ) |  | $ | (12,931,794 | ) |  | $(15,299,251)
Expected income tax (recovery) |  |  | (6,419,589 | ) |  |  | (3,387,159 | ) |  | (3,085,891)
Change in statutory, foreign tax, foreign exchange rates and other |  |  | 340,677 |  |  |  | (181,113 | ) |  | 825,208
Permanent differences |  |  | 868,994 |  |  |  | 1,419,000 |  |  | 863,183
Share issuance cost |  |  |  |  |  |  |  |  |  | -
Impact of warrants +convertible debenture |  |  |  |  |  |  | 980,080 | ) |  | (3,154,750)
Prior year adjustment |  |  | 53,971 |  |  |  | (59,487 | ) |  | (147,786)
Expiry of non-capital losses |  |  |  |  |  |  | - |  |  | -
Change in unrecognized deductible |  |  | 5,155,947 |  |  |  | 1,228,679 |  |  | 4,700,036
Total income tax expense (recovery) |  | $ | - |  |  | $ | - |  |  | $-
Current income tax |  | $ | - |  |  | $ | - |  |  | $-
Deferred income tax |  |  |  |  |  |  | - |  |  | -
Total |  | $ | - |  |  | $ | - |  |  | $-

The significant components of the Company’s deferred tax assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

|  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2022 |
Deferred tax assets (liabilities) |  |  |  |  |  |  |  |  |  |  |  |
ROU assets and lease liabilities |  | $ | (3,000 | ) |  | $ | (6,000 | ) |  | $ | (11,000 | )
Intangible assets |  |  | (992,000 | ) |  |  | (135,000 | ) |  |  | (132,000 | )
Finance fees |  |  | (2,132,000 | ) |  |  | - |  |  |  | - |
Warrant liability |  |  | - |  |  |  | (42,000 | ) |  |  | (820,000 | )
Non-capital losses |  |  | 3,127,000 |  |  |  | 183,000 |  |  |  | 963,000 |
Net deferred tax liability |  | $ | - |  |  | $ | - |  |  | $ | - |

F-40

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

19. | INCOME TAXES (cont’d)

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

SCHEDULE OF TEMPORARY DIFFERENCES UNUSED TAX CREDITS AND UNUSED TAX LOSSES

|  | 2024 |  |  | Expiry date |  |  | 2023 |  |  | Expiry date |  | 2022 |  |  | Expiry date
Receivables |  | $ | - |  |  |  |  |  |  | $ | - |  |  |  |  | $ | - |  |  | None
Property, plant and equipment and intangibles |  | $ | 2,973,000 |  |  |  |  |  |  |  | 3,210,000 |  |  | None |  |  | 2,522,000 |  |  | None
Financing cost |  |  | 7,907,000 |  |  |  |  |  |  |  | 3,480,000 |  |  | 2042 to 2046 |  |  | 4,262,000 |  |  | 2041 to 2045
Inventory |  |  | 736,000 |  |  |  | None |  |  |  | 800,000 |  |  | None |  |  | 1,614,000 |  |  | None
Allowance for doubtful accounts |  |  | - |  |  |  |  |  |  |  | - |  |  | None |  |  | - |  |  | None
Warrant liability |  |  | - |  |  |  | None |  |  |  | 156,000 |  |  | None |  |  | 3,036,000 |  |  | None
Allowable capital losses |  |  | 35.000 |  |  |  | None |  |  |  | 38,000 |  |  | None |  |  | 37,000 |  |  | None
Non-capital losses available for future periods |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- Canada |  |  | 69,155,000 |  |  |  |  |  |  |  | 49,918,000 |  |  | 2026-2043 |  |  | 38,258,000 |  |  | 2026 to 2042
- Israel |  |  | 27,410,000 |  |  |  |  |  |  |  | 27,339,000 |  |  | None |  |  | 23,600,000 |  |  | None
- United States |  |  | - |  |  |  |  |  |  |  | - |  |  | None |  |  | - |  |  | None
Total non-capital losses |  | $ | 96,565,000 |  |  |  |  |  |  |  | 77,257,000 |  |  |  |  |  | 61,858,000 |  |  |

20. | CAPITAL MANAGEMENT

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company defines capital as consisting of shareholder’s equity. The Company’s objectives when managing capital are to support the creation of shareholder value, as well as to ensure that the Company is able to meet its financial obligations as they become due.

The Company manages its capital structure to maximize its financial flexibility making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

F-41

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

21. | FINANCIAL INSTRUMENTS

Fair Value

The warrant liability estimates the fair value using a Black Scholes option pricing model calculation using the following inputs: stock price (Level 1 input); risk-free rates (Level 1 input); volatility (Level 3 input). The warrant liability outstanding during the year ended December 31, 2024.

The fair values of the Company’s cash, trade and other receivables, loans from financial institutions, accounts payable and accrued liabilities and sales of future receipts, approximate carrying value, which is the amount recorded on the consolidated statement of financial position.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company places its cash with institutions of high creditworthiness. Management has assessed there to be a low level of credit risk associated with its cash balances.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 41% of the Company’s revenue for the year ended December 31, 2024 (2023 -17%) is attributable to sales transactions with a single customer.

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. In prior years, certain key customers were offered extended payment terms on their purchases due to slow down from Covid-19 and budget approvals for government tenders. As a result, the Company had customers with overdue receivables on their books which resulted in the Company taking a bad debt provision on these overdue receivables which amounted to $36,973 (2023-$NIL).

The allowance for doubtful accounts of $36,973 (2023-NIL) has been recognized in the year. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity, and the existence of previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the Company.

The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.

F-42

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

21. | FINANCIAL INSTRUMENTS (cont’d)

The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was as follows:

SCHEDULE OF MAXIMUM EXPOSURE TO CREDIT RISK FOR TRADE AND OTHER RECEIVABLES

(in thousands) |  | December 31, 2024 |  |  | December 31, 2023 |
EMEA |  | $ | 268 |  |  | $ | 134 |
North America |  |  | 1,136 |  |  |  | 1,047 |
Total |  | $ | 1,404 |  |  | $ | 1,181 |
Trade and other receivable |  | $ | 1,404 |  |  | $ | 1,181 |

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants (if any). These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation.

The Company has financial covenants with its sale of future receipts financing that requires the repayment of 15% of weekly sales. The factoring facility along with the purchase order financing facility are secured by both Siyata Mobile Inc. and Signifi Mobile Inc accounts receivable and inventories.

The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

The Company had a factoring agreement with external funding (Note 4).

With the exception of employee benefits, the Company’s accounts payable and accrued liabilities have contractual terms of 90 days. The employment benefits included in accrued liabilities have variable maturities within the coming year.

F-43

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

21. | FINANCIAL INSTRUMENTS (cont’d)

Market risk

| a) | Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The functional currency of the Company is the USD as of October 1, 2020, as discussed in Note 2. As at December 31, 2024, the Company’s exposure to foreign currency risk with respect to financial instruments is as follows:

SCHEDULE OF EXPOSURE TO FOREIGN CURRENCY RISK

(In USD thousands) |  | USD |  |  | NIS |  |  | CAD |  |  | Total |
Financial assets and financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 113 |  |  | $ | 36 |  |  | $ | 53 |  |  | $ | 182 |
Trade receivables |  |  | 942 |  |  |  | 213 |  |  |  | 249 |  |  |  | 1,405 |
Advance to suppliers |  |  | 34 |  |  |  | - |  |  |  | - |  |  |  | 34 |
Loan term deposit |  |  | - |  |  |  | 182 |  |  |  | - |  |  |  | 182 |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans from financial institutions |  |  | (2,077 | ) |  |  | - |  |  |  | - |  |  |  | (2,077 | )
Sales of future receipts |  |  | (1,688 | ) |  |  | - |  |  |  | - |  |  |  | (1,688 | )
Accounts payable and accrued liabilities |  |  | (2,141 | ) |  |  | (2,884 | ) |  |  | (331 | ) |  |  | (5,356 | )
Warrants and preferred shares liabilities |  |  | (1,070 | ) |  |  | - |  |  |  | - |  |  |  | (1,070 | )
Total |  | $ | (5,887 | ) |  | $ | (2,453 | ) |  | $ | (29 | ) |  | $ | (8,388 | )
10% fluctuation in exchange rate |  | $ | (589 | ) |  | $ | (245 | ) |  | $ | (3 | ) |  | $ | (839 | )

| b) | Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitivity to interest rates is inherently involved in the fair value of both the convertible promissory note and the warranty liability which are revalued based on changes parameters which include the prevailing interest rate.

| c) | Price Risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

F-44

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

22. | RELATED PARTY TRANSACTIONS

Key Personnel Compensation

Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel for the years ended December 31, 2024, 2023 and 202 are as follows:

SCHEDULE OF REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

|  | 2024 |  |  | 2023 |  |  | 2022 |
Payments to key management personnel: |  |  |  |  |  |  |  |  |  |  |  |
Salaries, consulting and directors’ fees |  | $ | 1,434,894 |  |  | $ | 1,443,601 |  |  | $ | 1,387,221 |
Share-based payments |  |  | 224,370 |  |  |  | 713,514 |  |  |  | 2,126,970 |
Total |  | $ | 1,659,264 |  |  | $ | 2,157,115 |  |  | $ | 3,514,191 |

Salaries, consulting and directors’ fees shown above are classified within profit and loss as shown below:

SCHEDULE OF CLASSIFIED WITHIN PROFIT AND LOSS

|  |  |  | (in thousands) |
Type of Service |  | Nature of Relationship |  | 2024 |  |  | 2023 |  |  | 2022 |
Selling and marketing expenses |  | VP Technology/VP Sales International |  | $ | 287 |  |  | $ | 313 |  |  | $ | 202 |
General and administrative expense |  | Companies controlled by the CEO, CFO and Directors |  | $ | 1,147 |  |  | $ | 1,131 |  |  | $ | 1,185 |

F-45

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

23. | SEGMENTED INFORMATION

The Company is domiciled in Canada, and it operates and produces its income primarily in Israel, Europe and North America. The Company operates both a cellular-based mobile phone communications products division and a cellular booster division.

The Company’s entity-wide disclosures include disaggregated information about product sales, geographical areas, and major customers.

Geographical area information is shown below:

SCHEDULE OF GEOGRAPHICAL AREA INFORMATION

(in thousands) |  | 2024 |  |  | 2023 |  |  | 2022 |
External revenues by Geography |  |  |  |  |  |
(in thousands) |  | 2024 |  |  | 2023 |  |  | 2022 |
USA |  | $ | 7,630 |  |  | $ | 5,490 |  |  | $ | 3,839 |
Canada |  |  | 1,038 |  |  |  | 1,472 |  |  |  | 1,274 |
EMEA |  |  | 2,962 |  |  |  | 1,626 |  |  |  | 1,322 |
Australia |  |  | - |  |  |  | 6 |  |  |  | 47 |
Total |  | $ | 11,630 |  |  | $ | 8,594 |  |  | $ | 6,482 |
Revenue |  | $ | 11,630 |  |  | $ | 8,594 |  |  | $ | 6,482 |

Non-current asset geographic area information is shown below:

SCHEDULE OF NON CURRENT ASSET GEOGRAPHIC AREA INFORMATION

(in thousands) |  | 2024 |  |  | 2023 |
Long-term deposit total |  | $ | 182 |  |  | $ | 147 |
Canada |  |  | - |  |  |  | - |
EMEA |  |  | 182 |  |  |  | 147 |
Long-term deposit total |  |  | 182 |  |  |  | 147 |
Right of use asset total |  | $ | 582 |  |  | $ | 631 |
Canada |  |  | 192 |  |  |  | 112 |
EMEA |  |  | 390 |  |  |  | 519 |
Right of use asset total |  |  | 390 |  |  |  | 519 |
Equipment total |  | $ | 158 |  |  | $ | 175 |
Canada |  |  | - |  |  |  | - |
EMEA |  |  | 158 |  |  |  | 175 |
Equipment total |  |  | 158 |  |  |  | 175 |
Intangibles total |  | $ | 8,285 |  |  | $ | 7,857 |
Canada |  |  | - |  |  |  | - |
EMEA |  |  | 8,285 |  |  |  | 7,857 |
Intangibles total |  |  | 8,285 |  |  |  | 7,857 |

F-46

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

23. | SEGMENTED INFORMATION (cont’d)

Product information is shown below:

SCHEDULE OF PRODUCT INFORMATION

(in thousands) |  | 2024 |  |  | 2023 |  |  | 2022 |
Revenue by product line |  |  |  |  |  |  |  |  |
(in thousands) |  | 2024 |  |  | 2023 |  |  | 2022 |
Cellular boosters and related accessories |  | $ | 1,197 |  |  | $ | 2,223 |  |  | $ | 2,558 |
Rugged devices and related accessories |  |  | 10,433 |  |  |  | 6,010 |  |  |  | 3,924 |
Total |  | $ | 11,630 |  |  | $ | 8,233 |  |  | $ | 6,482 |
Revenue by product |  | $ | 11,630 |  |  | $ | 8,233 |  |  | $ | 6,482 |

24. | MAJOR CUSTOMERS

Revenues from the three largest customers of the Company for the year ended December 31, 2024, represent approximately $7,410,173 or 64% of the Company’s total revenues (December 31, 2023, represent approximately $2,533,945 or 29% of the Company’s total revenues, December 31, 2022, represent approximately $2,764,000 or 42% of the Company’s total revenues)

25. | SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS

SCHEDULE OF SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS

|  | 2024 |  |  | 2023 |  |  | 2022 |
Change in non-cash working capital: |  |  |  |  |  |  |  |  |  |  |  |
Trade and other receivables |  | $ | (229,849 | ) |  | $ | 345,845 |  |  | $ | (116,604 | )
Prepaids |  |  | (90,129 | ) |  |  | 143,831 |  |  |  | (19,238 | )
Inventory |  |  | (628,689 | ) |  |  | 1,164,117 |  |  |  | (3,028,071 | )
Advances to suppliers |  |  | 1,014,555 |  |  |  | (892,375 | ) |  |  | 314,315 |
Accounts payable and accrued liabilities |  |  | 2,046,829 |  |  |  | 123,349 |  |  |  | 814,229 |
Total |  | $ | 2,112,717 |  |  | $ | 884,767 |  |  | $ | (2,035,069 | )

During the year ended December 31, 2024, the Company paid $2,876,084 (December 31, 2023 - $699,878, December 31, 2022 - $95,735) in interest and $NIL (December 31, 2023 and 2022 - $Nil) in income taxes.

F-47

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

25. | SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS (cont’d)

During the year ended December 31, 2024, the Company incurred the following non-cash investing or financing activities:

Recognized $288,753 in right of use assets and $288,753 in lease liabilities.

During the year ended December 31, 2023, the Company incurred the following non-cash investing or financing activities:

| (a) | Recognized $42,000 in right of use assets and $42,000 in lease liabilities.

During the year ended December 31, 2022, the Company incurred the following non-cash investing or financing activities:

| (a) | Recognized $174,352 in right of use assets and $174,351 in lease liabilities.
| (b) | Issued $232,300 in share capital in settlement of debt.
| (c) | Issued $4,138,000 in share capital to settle $3,200,000 of convertible debentures.

26. | CONTINGENT LIABILITY

On October 22, 2024 the Company was served with a lawsuit from one of its suppliers demanding an amount of $457,477.91 for services rendered to the Company. The Company has determined that the amounts due are superfluous and extraordinarily high and are thus engaged counsel to rigorously oppose this lawsuit. The Company is of the opinion that they are not liable for any amounts due however the Company has accrued these amounts in these financial statements.

27. | SUBSEQUENT EVENTS

On January 6, 2025, the Company registered an amendment to the November 15, 2024 Equity line of credit to increase the total number of shares that could be isuusable under the equity line of credit by an additional 20%. Therefore the maximum number of shares issuable under the equity line of credit was increased by 107,692 from 538,462 common shares of the Company to 646,154 common shares.

From January 1, 2025 until the date of this audit report, the Company has issued 310,554 of common shares under the equity line of credit dated November 15, 2025 including the additional 20% of the shares, for total net proceeds after share issuance costs of $1,332,989.

On January 14, 2025, the Company completed a registered offering for an equity line of credit with one investor. The offering is up to $18,000,000 which would represent approximately 2,739,296 Common Shares. The Company can issue put notices for the investor to purchase common shares to the maximum amount registered, not to exceed the investor owing more than 4.99% of the Company at any time. The price paid by the investor for these shares is the lessor of a) the stock price on the day before the put notice is issued and b) the lowest closing stock price in the three day period following the put notice.

F-48

Siyata Mobile Inc.

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

As at and for the years ended December 31, 2024 and 2023

27. | SUBSEQUENT EVENTS (cont’d)

The January 14, 2025 registered offering also provided for the issuance of a commitment fee of 540 Class C preferred share was given to the investor with a fair value of these preferred shares at an 85% discount to their stated value. The stated value of the 540 Class C preferred shares is $540,000 and the fair value at a 15% discount is $635,294. The Company reflected the commitment fee as an interest expense. based on the fair value on the issuance date. On February 3, 2025, the investor converted 235 of the 540 Class C preferred shares into 50,000 common shares resulting in an increase in share capital of $276,470 with no gain or loss on conversion. On March 24, 2025, the investor converted 90 of the 540 Class C preferred shares into 49,537 common shares resulting in an increase in share capital of $105,882 with no gain or loss on conversion.

Since the date of registration of this put agreement, a total of 1,690,000 common shares have been issued from this agreement for total proceeds net of share issuance costs of $4,062,372.

In February 2025, one of its investors had the Company redeem 163 Class C preferred shares for cash paid by the Company of $163,000 pursuant to the agreement dated December 30, 2024 with said investor.

On February 5 and February 6, 2025 one of its investors converted a total of 293 Class C preferred shares with a stated value of $293,000 and a fair value of $344,706 into 128,509 common shares of the Company, crediting $344,706 to share capital. There was no gain or loss on the transaction.

On March 10, 2025, one of its investors had the Company redeem 46 Class C preferred shares for cash paid by the Company of $46,000 pursuant to the agreement dated December 30, 2024 with said investor.

On February 26, 2025, Siyata Mobile Inc., the Company entered into a Merger Agreement” with Core Gaming, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the Parties will effect the following transactions: Core Gaming Inc. will merge with and into a Merger Sub, with Core Gaming Inc. continuing as the surviving entity and as a wholly owned subsidiary of the Company. This is a reverse takeover where Core Gaming Inc.’s shareholders will be the majority owners with approximately 90% of the outstanding shares and the Company’s legacy shareholders will own approximately 10% of the merged entities.

In exchange for the outstanding shares of Core Gaming Inc. common stock, the Company will issue common shares to the shareholders of Core Gaming Inc. based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of the Company’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and at the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Core Gaming and the Merger Sub will vest in the Company as the surviving corporation in the Merger.

The board of directors of Purchaser at the Effective Time will consist of five members, four of whom will be designated by the majority shareholders of the Company (former Core Gaming OInc. Shareholders) and one of whom will be Marc Seelenfreund. The officers of the Company at the Effective Time will be Aitan Zacharin as the Chief Executive Officer and Gerald Bernstein as the Chief Financial Officer. The Merger Agreement provides that, to the extent permitted and in accordance with applicable law, none of the PTT Subsidiaries (the legacy assets and liaiblities of the Company prior to the merger as defined in the Merger Agreement) will have a board of directors and Marc Seelenfreund will be the sole officer of each of the PTT Subsidiaries, with full executive power and authority to operate the PTT Retained Business (as defined in the Merger Agreement).

F-49