The Company's independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor. Exhibit 99.1 NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS The Management of the Company is responsible for the preparation of the accompanying unaudited condensed interim conso ...

Core Viewpoint - Siyata Mobile Inc. and ESChat will provide mission-critical communication solutions using SD7 handsets at Burning Man 2025, ensuring safety and coordination in a challenging environment [1][2][3] Company Overview - Siyata Mobile Inc. is a global developer of Push-to-Talk over Cellular (PoC) handsets and accessories, focusing on rugged devices for first responders and enterprise workers [6][8] - The company’s SD7 handsets are designed for high-stakes environments and are trusted by emergency crews across North America [2][6] Partnership and Technology - The collaboration between Siyata and ESChat combines rugged hardware with proven software to meet the demands of mission-critical operations [3] - ESChat provides a FedRAMP® Authorized broadband Push-to-Talk service, ensuring secure and reliable communication across various wireless carriers [5] Event Context - Burning Man is a unique cultural event that presents logistical and environmental challenges, requiring robust communication systems for safety and coordination [2] - Tens of thousands of attendees create a temporary metropolis in Nevada's Black Rock Desert, necessitating effective communication among event personnel [2] Financial and Strategic Developments - Siyata has signed a definitive merger agreement with Core Gaming, Inc., a gaming developer with approximately $80 million in revenues for 2024, subject to regulatory approval [9]

Financial Condition and Profitability - As of June 30, 2025, the company had an accumulated deficit of $123,573,435, indicating a history of operating losses and uncertainty regarding future profitability[28] - The independent registered public accountants expressed substantial doubt about the company's ability to continue as a going concern for the next twelve months, as noted in their report for the fiscal year ended December 31, 2024[29] - The company may require additional capital to fund its business and support growth, with potential future equity or debt financings that could dilute existing shareholders[30] - The company reported that $4,659,648 of inventory was impaired due to slow movement for the year ended 2021, compared to $1,571,649 in 2020[45] - The company does not expect to pay any cash dividends for the foreseeable future, requiring investors to rely on sales of Common Shares for returns[179] Internal Controls and Compliance - Material weaknesses in internal controls over financial reporting were identified by independent registered public accountants for the years 2024, 2023, 2022, and 2021, which could impact the accuracy of financial reporting[32] - The company has instituted remediation efforts for identified material weaknesses in internal controls, but failure to fully address these could hinder timely and accurate financial reporting[34] - In 2024, the company identified material weaknesses in internal control over financial reporting, including issues with documentation and signing processes of agreements, insufficient control over agreement closure, and inadequate revenue recognition practices[35] - The company has partially remediated material weaknesses identified in previous audits but acknowledges the risk of future control deficiencies[43] - The company identified three material weaknesses in its internal control over financial reporting for the year ended December 31, 2023, and has taken steps to remediate these weaknesses[203] Revenue Generation and Market Dependency - The company relies heavily on channel partners for revenue generation, and any failure in performance or unfavorable agreements could significantly harm operating results[17] - For the three months ended June 30, 2025 and 2024, over 72% and 70% of the company's revenues were generated through sales by channel partners, primarily wireless carriers[48] - The company is dependent on the adoption of its solutions by industrial enterprises and public sector markets, with revenue adversely impacted if end customers do not purchase these solutions[17] - The company is materially dependent on the adoption of its solutions by industrial enterprise and public sector markets, which could impact revenue if not widely accepted[54] - Company derived 64% and 52% of its revenue from five customers/channel partners for fiscal years ended December 31, 2024 and 2023, respectively[91] Risks and Challenges - The company faces risks associated with lengthy sales cycles, which could lead to unexpected revenue shortfalls if large orders are delayed[18] - The company is exposed to risks from economic uncertainties, political changes, and natural disasters that could disrupt operations and negatively impact financial results[21] - The company faces significant competition from established players like LG, Apple, and Samsung, which may affect market share and profitability[55] - The company faces potential risks from product defects, which could lead to reduced demand, loss of sales, and increased warranty costs[58] - The company is exposed to risks associated with strategic acquisitions and investments, which may not yield anticipated benefits or successful integration of technologies and personnel[113] Supply Chain and Manufacturing - The company has a limited history of contracting with third-party manufacturers in Asia, which may lead to manufacturing capacity constraints[18] - The company does not have long-term supply agreements with suppliers, increasing vulnerability to supply interruptions[89] - The company relies on third-party suppliers and manufacturers in China, where rising labor costs and regulatory changes could materially affect operational results[168] - Political and economic instability in China poses risks, including potential changes in laws that could impact operations and the ability to retain necessary legal permits[169] - The company is subject to risks associated with sourcing and manufacturing, relying on independent suppliers for product quality and timely delivery[96] Regulatory and Legal Risks - The company is subject to various anti-corruption and anti-bribery laws, which could lead to significant liabilities if non-compliance occurs[131] - The U.S. has imposed economic sanctions that restrict transactions with designated foreign entities, which could impact the company's operations[132] - The company faces increasing regulatory requirements related to product safety, environmental laws, and energy efficiency, which could impact production capabilities[136] - The company may face litigation related to intellectual property rights, which could delay product development and commercialization[146] - The reliance on open source software may expose the company to legal risks and impact the development of its products[147] Market and Economic Conditions - Ongoing geopolitical conflicts, such as the Middle East war and the Russian invasion of Ukraine, could adversely affect the company’s financial condition and operations[80][82] - Changes in federal funding for public safety could impact opportunities with public sector end customers[107] - Economic uncertainties or downturns could limit the availability of funds for customers, adversely impacting the company's business[108] - Ongoing trade tensions and uncertainty regarding future trade policies could negatively impact global economic conditions and the company's business performance[130] - Fluctuating foreign currency rates could impact sales and increase costs associated with purchasing and receivables collection outside the United States[171] Corporate Governance and Structure - The company is a foreign private issuer, which may afford less protection to investors compared to domestic issuers[191] - The company may lose its foreign private issuer status if more than 50% of its outstanding voting securities are owned by U.S. residents, which could lead to significant additional costs and expenses[197] - The company incurred significant legal, accounting, and other expenses as a result of operating as a public company in the U.S., which could adversely affect its financial condition and results of operations[198] - The company has undergone several name changes and consolidations since its incorporation in 1986, reflecting its evolving business focus[205] - The company completed a reverse acquisition in 2015, acquiring telecom operations from an Israel-based cellular technology company[206] Stock and Market Performance - The company faced a compliance issue with Nasdaq's minimum bid price requirement, with the closing bid price below $1.00 for 30 consecutive business days[184] - A 100-1 reverse stock split was executed on August 3, 2023, followed by a 7-1 reverse stock split on December 4, 2023, to remediate the delisting issue[185] - The market for Common Shares may not provide adequate liquidity, influenced by financial condition, operating results, and investor interest[178] - Outstanding warrants and future sales of Common Shares may dilute existing shares and adversely impact their market price[181] - The company may face significant adverse consequences if delisted from Nasdaq, including reduced liquidity and increased volatility[186]

Core Insights - Siyata Mobile Inc. has announced a strategic partnership with RAM® Mounts to deliver advanced in-vehicle solutions for its SD7 and SD7 ULTRA handsets, which will be showcased at APCO 2025 [1][2][3] Group 1: Partnership Details - The collaboration aims to combine Siyata's Push-to-Talk (PoC) handsets with RAM®'s high-performance mounting systems, targeting first responders, transportation fleets, utility workers, and enterprise customers [2][3] - The integrated solutions will be demonstrated at RAM's booth 2714 during APCO 2025, highlighting the SD7, SD7 ULTRA, and compatible RAM® mounting systems [3] Group 2: Company Background - Siyata Mobile Inc. specializes in next-generation Push-To-Talk over Cellular handsets and accessories, enhancing communication for first responders and enterprise workers [6][7] - RAM® Mounts, established in 1990, is recognized for its rugged and versatile mounting solutions, offering approximately 5,000 modular components designed for various applications [4][5][6]

Financial Performance and Concerns - The company reported an accumulated deficit of $119,810,239 as of March 31, 2025, indicating a history of operating losses and uncertainty about achieving profitability[28]. - Independent registered public accountants expressed substantial doubt about the company's ability to continue as a going concern for the next twelve months, as noted in the financial statements for the year ended December 31, 2024[29]. - The company may require additional capital to support growth and respond to business challenges, with potential dilution of existing shareholders if new equity is issued[30]. - The company faces significant competition from larger competitors with greater resources, which may impact market share and profitability[55]. - The company may face significant adverse consequences if its Common Shares are delisted from Nasdaq, including reduced liquidity and increased volatility[189]. - The trading price of Common Shares is likely to be volatile, influenced by various factors including market conditions and quarterly financial results[180]. - The unfavorable outcome of future litigation could significantly impact the company's financial condition or results of operations[198]. - The company expects increased legal and financial compliance costs to adversely affect its net income or increase its consolidated net loss, potentially requiring cost reductions in other areas or price increases for products or services[202]. Internal Controls and Compliance - Material weaknesses in internal controls over financial reporting were identified for the years 2021 to 2024, which could impact the accuracy of financial results and timely reporting[32]. - The company has instituted remediation efforts for identified internal control weaknesses, believing that these have been addressed as of the date of the annual report[34]. - In 2024, the company identified three material weaknesses in internal control over financial reporting, including insufficient documentation of R&D invoices and revenue recognition practices[35]. - The company identified three material weaknesses in its internal control over financial reporting for the years ended December 31, 2024, 2023, and 2022, and six material weaknesses for 2021[206]. - Remediation efforts for identified material weaknesses have only been partially successful, raising concerns about future internal control deficiencies[207]. - Failure to maintain effective internal controls could lead to inaccurate financial reporting, loss of investor confidence, and potential sanctions from regulatory authorities[207]. Revenue Generation and Market Risks - The company relies heavily on channel partners for revenue generation, and any failure in performance or unfavorable agreements could significantly harm operating results[17]. - The company generated over 50% of its revenues through channel partners for the three months ended March 31, 2024, highlighting reliance on these partners for sales[48]. - The company is materially dependent on the adoption of its solutions by industrial enterprise and public sector markets, which could impact revenue if not widely accepted[54]. - The company faces risks associated with reliance on third-party suppliers, which could impact product shipment and sales[21]. - The company relies on third-party suppliers for key components, which could delay product shipments and reduce sales[88]. - If dedicated public safety LTE networks are not deployed as anticipated, demand for the company's solutions may not grow as expected[93]. - The application development ecosystem supporting the company's devices is new and evolving, which may limit demand for its products[94]. - Changes in federal funding for public safety efforts could impact the company's opportunities with public sector customers[108]. - Economic uncertainties or downturns could limit the availability of funds for customers, adversely impacting the company's business[109]. - The company faces risks related to sourcing and manufacturing, including price volatility and availability constraints of raw materials[101]. Operational Challenges and Strategic Initiatives - Lengthy sales cycles for products could lead to unexpected revenue shortfalls if large orders are delayed[18]. - Future growth depends on the company's ability to manage expansion effectively, requiring investments in sales, marketing, and research and development[62]. - The company aims to accelerate the adoption of its solutions by new customers and expand into new vertical markets[64]. - The company has implemented a budget process for R&D expenses to ensure invoices are within budget and properly documented[36]. - Management has instituted a process to review inventory on hand for slow-moving merchandise on a quarterly basis[45]. - The company signed a lease for exclusive warehouse space as of April 1, 2022, to improve inventory management[45]. - Strategic acquisitions may present integration challenges, and the company may not realize anticipated benefits from these acquisitions[114]. - Future acquisitions could incur substantial costs and may lead to significant dilution of existing stockholders' ownership if financed through stock[117]. Geopolitical and Economic Risks - The ongoing Middle East war and the Russian invasion of Ukraine could adversely affect the company's financial condition and operations due to global market instability[80][82]. - Operations in Israel are directly affected by ongoing geopolitical tensions, including recent attacks and military actions, which may disrupt business activities and supply chains[153]. - The conflict situation in Israel could lead to interruptions in trade and operational disruptions, making it challenging to raise capital and fulfill contractual obligations[157]. - The company has substantial operations in China, where rising labor costs and regulatory changes could materially affect financial performance[171]. - Political and economic instability in the region, including threats from neighboring countries, may adversely impact business conditions and operational capabilities[164]. - The company’s reliance on third-party suppliers in China exposes it to risks related to labor availability and compliance with local laws, which could affect operational efficiency[172]. - Fluctuating foreign currency rates and volatility in foreign credit markets could impact sales and increase operational costs for the company[174]. - Foreign currency fluctuations may reduce competitiveness and sales in foreign markets, potentially leading to lost orders[175]. Legal and Regulatory Compliance - The company is subject to anti-corruption and export control laws, with non-compliance potentially resulting in criminal or civil liability[131]. - The company is subject to U.S. anti-corruption laws, which may increase risks as it expands internationally[133]. - The company faces potential liabilities and costs related to compliance with a wide range of product regulatory and safety laws[139]. - The company anticipates increased demand for compliance with laws related to energy efficiency and hazardous substances in electronic products[141]. - Changes in telecommunications bandwidth regulations could increase costs and impact product sales[142]. - The company is subject to evolving privacy and data security laws, which may require significant operational changes and incur additional costs[144]. - The General Data Protection Regulation (GDPR) may impose substantial penalties for non-compliance, affecting the company's operations in the EU[144]. Intellectual Property and Technology Risks - The company relies on a combination of patent licenses and confidentiality agreements to protect its intellectual property, which may not be fully effective[148]. - The company entered into a licensing agreement with Wilson Electronics, resulting in a 4.5% licensing fee on revenues from booster products sold[149]. - The use of open source software may expose the company to legal risks and impact product development[150]. - Dependency on third-party operating systems could adversely affect the company's business if support is withdrawn[151]. - The company faces significant risks related to obtaining and maintaining third-party licenses necessary for developing new products, which could adversely impact profitability if licensing fees increase[152].

Financial Performance - Revenues for the year ended December 31, 2024, were $11,629,572, a 41.3% increase from $8,233,301 in 2023, primarily driven by a 73.6% increase in rugged device sales[555] - Gross margin decreased to $2,142,407 (18.4% of sales) in 2024 from $2,657,929 (32.3% of sales) in 2023, a reduction of $515,522[555] - The net loss for the year ended December 31, 2024, was $25,270,714, compared to a net loss of $12,931,794 in 2023, indicating a significant increase in losses[573] - Adjusted EBITDA for 2024 was negative $14,759,624, worsening from negative $7,836,798 in 2023, reflecting a decrease of $6,422,826[574] - Cash balance as of December 31, 2024, was $181,730, down from a deficit of $898,771 in 2023, with an accumulated deficit of $116,021,171[575] - Net cash flows used in operating activities were negative $15,083,655 in 2024, compared to negative $8,342,760 in 2023, a variance of $6,740,895[576] Expenses and Financial Obligations - The company experienced a significant increase in finance expenses, totaling $3,541,594 in 2024, up from $841,815 in 2023, an increase of $2,699,779[564] - Development expenses rose to $625,023 in 2024 from $578,356 in 2023, an increase of $46,667 due to higher intangible costs[557] - More than 74% of the Company's customers have been active for over four years, with an allowance for doubtful accounts of $36,973 recognized against these customers[611] - The Company ensures sufficient liquidity to meet its obligations, maintaining cash for operational needs for a period of 90 days[615] - The Company has recognized a total compensation of $1,659,264 for key management personnel for the year ended December 31, 2024[634] Shareholder and Equity Information - For the year ended December 31, 2024, a total of 784,564 common shares were transacted, resulting in proceeds of $19,201,346[589] - As of January 1, 2025, the Company had an opening balance of 787,733 common shares valued at $104,916,071, with an increase to 3,486,519 common shares valued at $111,782,222 by the date of the MD&A[591] - The Company issued 2,160,000 common shares under the equity line of credit agreement, generating net proceeds of $4,493,326[590] - The Company completed a registered offering for an equity line of credit of up to $18,000,000, representing approximately 2,739,296 common shares[591] - The Company registered an amendment to its equity line of credit, increasing the maximum number of shares to be issued by 20%[637] - The Company issued 310,554 common shares from January 1, 2025, resulting in total net proceeds of $1,332,989 after share issuance costs[638] - A total of 1,690,000 common shares have been issued under the put agreement, generating net proceeds of $4,062,372[641] - The Company redeemed 163 Class C preferred shares for cash totaling $163,000 on February 2025[641] Strategic Initiatives and Partnerships - The company plans to leverage expanded partnerships and product offerings in North America to drive future growth[553] - The merger agreement with Core Gaming Inc. is expected to close in Q2 2025, indicating strategic market expansion[559] - A merger agreement was entered into with Core Gaming, Inc., where Core Gaming shareholders will own approximately 90% of the merged entity[644] - The merger will involve an exchange ratio calculated based on $160,000,000 divided by the volume-weighted average closing price of the Purchaser's common shares[645] - The Company acquired Clear RF LLC for a total purchase price of $700,000, satisfied by approximately $389,970 in Common Shares and $310,030 in cash[623] Licensing and Agreements - The Uniden Agreement provides the Corporation with exclusive rights to use the trademark "Uniden®" and requires minimum annual payments of $200,000 in 2023-2025, increasing to $300,000 from 2029-2031[626] - The Company has entered into two patent licensing agreements with Via Licensing Corporation, with no minimum royalty fees payable[627] - The Wilson Agreement requires a royalty payment of 4.5% of sales of booster products, payable quarterly[628] Risk Management and Currency Exposure - Approximately 8% and 16% of the Company's expenses are denominated in CAD$ and NIS, respectively, exposing it to foreign currency exchange risks[801] - Changes of 5% and 10% in the CAD$/US$ exchange rate would have impacted operating expenses by approximately 0.5% and 1%, respectively, in 2024[801] - The Company partially hedges foreign currency exchange rate risk by purchasing in US$ from Asian suppliers and conducting the majority of sales in US$[802] - The Company currently has no off-balance sheet arrangements[647] Asset Management - The Company assesses impairment of non-financial assets at each reporting date, evaluating conditions that may lead to asset impairment[632] - The Company uses activity-based costing to monitor cash flow requirements and optimize cash return on investments[615] - The average exercise price of outstanding stock options as of December 31, 2024, was $250,854.55, with 11 options remaining[597] - The Company granted 300,681 share purchase warrants during the year ended December 31, 2024, with 150 warrants outstanding at year-end[604] - The Company had 909 Class "C" preferred shares outstanding as of December 31, 2024, with a liability value of $1,069,413[593]

As filed with the U.S. Securities and Exchange Commission on January 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIYATA MOBILE INC. (Exact name of registrant as specified in its charter) British Columbia (Canada) 4812 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Num ...

As filed with the U.S. Securities and Exchange Commission on November 7, 2024 Registration No. 333-282880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIYATA MOBILE INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) British Columbia (Canada) 4812 Not Applicable (I.R.S. Em ...

As filed with the U.S. Securities and Exchange Commission on October 29, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIYATA MOBILE INC. (Exact name of registrant as specified in its charter) British Columbia (Canada) 4812 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 7404 King George ...

As filed with the U.S. Securities and Exchange Commission on September 13, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIYATA MOBILE INC. (Exact name of registrant as specified in its charter) British Columbia (Canada) 4812 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificatio ...