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WARRANT LIABILITY AND PREFERRED SHARES

12 Months Ended

Dec. 31, 2024

Warrant Liability And Preferred Shares

WARRANT LIABILITY AND PREFERRED SHARES

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.

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