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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission File No.: 001-41824

 

Kolibri Global Energy Inc.

(Translation of registrant’s name into English)

 

925 Broadbeck Drive, Suite 220

Thousand Oaks, CA 91320

(Address of principal executive office)

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☐ Form 40-F ☒ EXHIBIT 99.1 AND EXHIBIT 99.2, EACH INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-279955) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

EXHIBIT INDEX

 

Exhibit   Description
99.1   Condensed Consolidated Unaudited Interim Financial Statements for the three and nine months ended September 30, 2025
99.2   Management’s Discussion and Analysis for the three and nine months ended September 30, 2025
99.3   Certification of Interim Filings (Form 52-109F2) – Chief Executive Officer
99.4   Certification of Interim Filings (Form 52-109F2) – Chief Financial Officer
99.5   Press Release dated November 12, 2025

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Kolibri Global Energy Inc.
Date: November 12, 2025 By: /s/ Gary Johnson
  Name: Gary Johnson
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

UNAUDITED CONDENSED

CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

 

SEPTEMBER 30, 2025

 

 

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

 

    September 30,     December 31,  
    2025     2024  
Current assets            
Cash and cash equivalents   $ 2,953     $ 4,314  
Accounts receivable and other receivables (Note 4)     9,841       9,733  
Deposits and prepaid expenses     941       718  
Fair value of commodity contracts (Note 3)     277       254  
      14,012       15,019  
                 
Non-current assets                
Property, plant and equipment (Note 5)     266,533       232,962  
Right of use assets (Note 6)     1,542       748  
Fair value of commodity contracts (Note 3)     -       30  
      268,075       233,740  
                 
Total assets   $ 282,087     $ 248,759  
                 
Current liabilities                
Accounts payable and other payables (Note 4)   $ 18,878     $ 15,090  
Lease liabilities     1,260       586  
      20,138       15,676  
                 
Non-current liabilities                
Loans and borrowings (Note 8)     45,732       33,240  
Asset retirement obligations, net     2,531       2,168  
Lease liabilities     325       167  
Deferred income taxes     12,162       8,701  
Fair value of commodity contracts (Note 3)     3       -  
      60,753       44,276  
                 
Equity                
Shareholders’ capital     294,195       295,309  
Treasury stock     (41 )     -  
Contributed surplus     26,708       25,380  
Accumulated deficit     (119,666 )     (131,882 )
      201,196       188,807  
                 
Total equity and liabilities   $ 282,087     $ 248,759  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

1

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited, expressed in Thousands of United States dollars, except per share amounts)

 

   

Three months ended

September 30

   

Nine months ended

September 30

 
    2025     2024     2025     2024  
Revenue                                
Oil and natural gas revenue, net of royalties (Note 10)   $ 14,956     $ 13,009     $ 42,116     $ 41,150  
Other income     238       -       564       60  
      15,194       13,009       42,680       41,210  
Expenses                                
Production and operating expenses     2,500       1,524       6,465       5,879  
Depletion, depreciation and amortization (Note 5,6)     4,555       3,611       12,134       11,205  
General and administrative expenses     1,410       1,333       4,144       4,126  
Stock based compensation (Note 9)     512       268       1,237       807  
      8,977       6,736       23,980       22,017  
Finance income                                
Realized gain on financial commodity contracts (Note 3)     18       -       58       -  
Unrealized gain on financial commodity contracts (Note 3)     -       1,341       -       871  
Interest income     10       -       26       -  
      28       1,341       84       871  
Finance expense                                
Realized loss on financial commodity contracts (Note 3)     -       16       -       599  
Unrealized loss on financial commodity contracts (Note 3)     464       -       9       -  
Interest on loans and borrowings     890       839       2,226       2,567  
Accretion     64       46       188       135  
Foreign exchange loss     1       1       -       3  
      1,419       902       2,423       3,304  
                                 
Net income before income taxes     4,826       6,712       16,361       16,760  
Income tax expense (Note 11)     1,228       1,646       4,145       4,288  
Net income and comprehensive income   $ 3,598     $ 5,066     $ 12,216     $ 12,472  
Basic net income per share (Note 7)   $ 0.10     $ 0.14     $ 0.34     $ 0.35  
Diluted net income per share (Note 7)   $ 0.10     $ 0.14     $ 0.34     $ 0.35  

 

See accompanying notes to the unaudited condensed consolidated interim financial statements.

 

2

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited, expressed in Thousands of United States dollars, except number of shares)

 

    Share Capital     Treasury Stock                    
    Shares     Amount     Shares     Amount     Contributed Surplus     Deficit     Total Equity  
Balance at January 1, 2025     35,460,309     $ 295,309       -     $ -     $ 25,380     $ (131,882 )   $ 188,807  
Stock based compensation (Note 9)     -       -       -       -       1,400       -       1,400  
Stock options exercised (Note 9)     96,303       273       -       -       (133 )     -       140  
Restricted stock issued (Note 9)     87,858       331       -       -       (331 )     -       -  
Treasury share purchases     -       -       (274,777 )     (1,759 )     -       -       (1,759 )
Retirement of treasury shares     (267,637 )     (1,718 )     267,637       1,718       -       -       -  
Stock based compensation reserve for income taxes     -       -       -       -       392       -       392  
Net income     -       -       -       -       -       12,216       12,216  
Balance at September 30, 2025     35,376,833     $ 294,195       (7,140 )   $ (41 )   $ 26,708     $ (119,666 )   $ 201,196  
                                                         
Balance at January 1, 2024     35,625,587     $ 296,232       -     $ -     $ 24,179     $ (149,997 )   $ 170,414  
Stock based compensation (Note 9)     -       -       -       -       930       -       930  
Stock options exercised (Note 9)     75,000       84       -       -       (40 )     -       44  
Restricted stock issued (Note 9)     35,378       142       -       -       (142 )     -       -  
Net income     -       -       -       -       -       12,472       12,472  
Balance at September 30, 2024     35,735,965     $ 296,458       -     $ -     $ 24,927     $ (137,525 )   $ 183,860  

 

See accompanying notes to the unaudited condensed consolidated interim financial statements.

 

3

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30

(Unaudited, Expressed in Thousands of United States Dollars)

 

    2025     2024  
             
Cash flows from operating activities                
Net income   $ 12,216     $ 12,472  
Adjustments for:                
Depletion, depreciation and amortization expense     12,134       11,205  
Accretion expense     188       135  
Interest expense     2,226       2,567  
Income tax expense     4,145       4,288  
Unrealized loss (gain) on financial commodity contracts (Note 3)     9       (871 )
Stock based compensation (Note 9)     1,237       807  
Unrealized foreign exchange loss     (2 )     (1 )
Amortization of loan acquisition costs     105       153  
Gain on sale of assets     -       (8 )
Loss on asset retirement abandonment     8       -  
Cash paid for interest     (2,308 )     (2,377 )
Cash paid for income taxes     (495 )     -  
Cash paid for asset retirement abandonment     (12 )     -  
Change in non-cash working capital (Note 4)     (276 )     426  
Net cash from operating activities     29,175       28,796  
                 
Cash flows from investing activities                
Additions to property, plant and equipment (Note 5)     (44,220 )     (21,545 )
Proceeds from sale of assets, net     -       8  
Change in non-cash working capital (Note 4)     4,019       (6,297 )
Net cash used in investing activities     (40,201 )     (27,834 )
                 
Cash flows from financing activities                
Proceeds from loans and borrowings     19,000       10,500  
Repayment of loans and borrowings     (6,000 )     (9,500 )
Payment of financing costs     (613 )     (54 )
Purchases of treasury stock     (1,759 )     -  
Principal paid on lease payments     (997 )     (864 )
Interest paid on lease payments     (108 )     (67 )
Proceeds from stock option exercises     140       44  
Net cash from financing activities     9.663       59  
                 
Foreign exchange effect on cash and cash equivalents     2       -  
                 
Change in cash and cash equivalents     (1,361 )     1,021  
Cash and cash equivalents, beginning of period     4,314       598  
Cash and cash equivalents, end of period   $ 2,953     $ 1,619  

 

See accompanying notes to the unaudited condensed consolidated interim financial statements.

 

4

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

1. NATURE OF OPERATIONS

 

Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is a North American energy company focused on finding and exploiting energy projects in oil and gas. The Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil, gas and clean and sustainable energy. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the NASDAQ under the stock symbol KGEI.

 

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on November 11, 2025.

 

2. BASIS OF PRESENTATION

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively “IFRS Accounting Standards”) applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), on a basis consistent with those accounting policies, except as described below, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2024. The disclosures provided below are incremental to those included with the annual consolidated financial statements and certain disclosures, which are normally required to be included in the notes to the annual consolidated financial statements, have been condensed or omitted. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2024.

 

3. COMMODITY CONTRACTS

 

At September 30, 2025 the following financial commodity contracts were outstanding and recorded at estimated fair value:

 

        Total Volume Hedged     Price  
Commodity   Period   (BBLS)     ($/BBL)  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     27,000       $62.00 - $81.50  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     11,400       $61.75 - $80.70  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     39,000       $59.00 - $77.30  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     31,200       $58.75 - $78.00  
Oil – WTI Costless Collars   January 1, 2026 to March 31, 2026     48,000       $58.50 - $77.25  
Oil – WTI Deferred Put   January 1, 2026 to March 31, 2026     20,589       $50.00  
Oil – WTI Costless Collars   April 1, 2026 to June 30, 2026     48,300       $57.00 - $75.25  
Oil – WTI Deferred Put   April 1, 2026 to June 30, 2026     9,900       $52.70  
Oil – WTI Costless Collars   July 1, 2026 to September 30, 2026     48,300       $50.25 - $66.75  
Oil – WTI Costless Collars   October 1, 2026 to December 31, 2026     24,000       $52.25 - $69.00  
Oil – WTI Costless Collars   October 1, 2026 to December 31, 2026     5,100       $52.60 - $70.00  

 

5

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

The estimated fair value results in a $0.3 million asset as of September 30, 2025 (December 31, 2024: $0.3 million asset) for the financial oil and gas contracts which has been determined based on the prospective amounts that the Company would receive or pay to terminate the contracts, consisting of a current asset of $0.3 million (December 31, 2024: current asset of $0.2 million and a long term asset of $0.1 million).

 

In October 2025, the Company entered into the following additional financial commodity contracts:

 

        Total Volume Hedged     Price  
Commodity Contract   Period   (BBLS)     ($/BBL)  
Oil – WTI Deferred Put   April 1, 2026 to June 30, 2026     3,900     $ 49.50  
Oil – WTI Deferred Put   July 1, 2026 to September 30, 2026     13,800     $ 49.50  
Oil – WTI Deferred Put   October 1, 2026 to December 31, 2026     14,400     $ 49.75  
Oil – WTI Deferred Put   January 1, 2027 to March 31, 2027     36,000     $ 49.75  

 

The realized and unrealized gains/losses from the financial commodity contracts are as follows:

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2025     2024     2025     2024  
                         
Realized gain (loss) on financial commodity contracts   $ 18     $ (16 )   $ 58     $ (599 )
                                 
Unrealized (loss) gain on financial commodity contracts   $ (464 )   $ 1,341     $ (9 )   $ 871  

 

4. SUPPLEMENTAL CASH FLOW INFORMATION

 

Changes in non-cash working capital is comprised of:

 

    Nine months ended
September 30,
 
    2025     2024  
             
Accounts receivable and other receivables   $ (108 )   $ (131 )
Deposits and prepaid expenses     (223 )     (42 )
Accounts payable and other payables     4,073       (5,702 )
Foreign currency     1       4  
    $ 3,743     $ (5,871 )
                 
Related to operating activities   $ (276 )   $ 426  
                 
Related to investing activities   $ 4,019     $ (6,297 )

 

6

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

5. PROPERTY, PLANT AND EQUIPMENT

 

    Oil and Natural Gas Interests     Processing and Other Equipment     Total  
Cost or deemed cost                        
Balance at January 1, 2024   $ 287,839     $ 1,438     $ 289,277  
Additions (a)     31,516       9       31,525  
Balance at December 31, 2024   $ 319,355     $ 1,447     $ 320,802  
Additions (b)     44,820       21       44,841  
Balance at September 30, 2025   $ 364,175     $ 1,468     $ 365,643  
                         
Accumulated depletion and depreciation                        
Balance at January 1, 2024   $ 71,747     $ 1,369     $ 73,116  
Depletion and depreciation     14,701       23       14,724  
Balance at December 31, 2024   $ 86,448     $ 1,392     $ 87,840  
Depletion and depreciation for the period     11,253       17       11,270  
Balance at September 30, 2025   $ 97,701     $ 1,409     $ 99,110  
                         
Net carrying amounts                        
                         
At December 31, 2024   $ 232,907     $ 55     $ 232,962  
At September 30, 2025   $ 266,474     $ 59     $ 266,533  

 

(a) Includes non-cash additions of $23 from capitalized stock-based compensation and $60 from assets related to ARO liabilities.
(b) Includes non-cash additions of $163 from capitalized stock-based compensation and $287 from assets related to ARO liabilities.

 

6. RIGHT OF USE ASSETS

 

    Right of Use Assets  
Balance at January 1, 2024   $ 1,190  
Additions     726  
Amortization     (1,168 )
Balance at December 31, 2024   $ 748  
Additions     1,658  
Amortization     (864 )
Balance at September 30, 2025   $ 1,542  

 

7

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

7. EARNINGS PER SHARE

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2025     2024     2025     2024  
Basic Earnings per share                                
                                 
Net income   $ 3,598     $ 5,066     $ 12,216     $ 12,472  
                                 
Weighted average number of common shares – basic (000’s)     35,472       35,736       35,491       35,669  
Net income per share – basic   $ 0.10     $ 0.14     $ 0.34     $ 0.35  
                                 
Diluted earnings per share                                
                                 
Net income   $ 3,598     $ 5,066     $ 12,216     $ 12,472  
                                 
Effect of outstanding options and restricted stock options (000’s)     734       360       873       381  
                                 
Weighted average number of common shares – diluted (000’s)     36,206       36,096       36,364       36,050  
                                 
Net income per share – diluted   $ 0.10     $ 0.14     $ 0.34     $ 0.35  

 

8. LOANS AND BORROWINGS

 

In June 2025, the Company’s US subsidiary amended the credit facility, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility, which is now held by a bank syndicate that includes both BOK Financial and Arvest Bank, expires in June 2029 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

 

The borrowing base of the credit facility was increased from $50.0 million to $65.0 million and the Company has an available borrowing capacity of $18.5 million at September 30, 2025. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The credit facility was redetermined in October 2025 at the same $65 million borrowing capacity and the next redetermination will be in the second quarter of 2026. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

 

8

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts and the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA is defined as net income excluding interest expense, depreciation, depletion and amortization expense, and other non-cash and non-recurring charges including severance, stock based compensation expense and unrealized gains or losses on commodity contracts.

 

The Company was in compliance with both covenants for the quarter ended September 30, 2025. At September 30, 2025, the Current Ratio of the US Subsidiary was 1.57 to 1.0 and the Maximum Leverage Ratio was 1.06 to 1.0 for the three months ended September 30, 2025.

 

At September 30, 2025, loans and borrowings of $46.5 million (December 31, 2024: $33.5 million) are presented net of loan acquisition costs of $0.8 million (December 31, 2024: $0.2 million).

 

9. STOCK BASED COMPENSATION

 

The number and weighted average exercise prices of stock options are as follows (in Canadian dollars):

 

    Nine months ended September 30,  
    2025     2024  
    Number of options     Weighted average exercise price     Number of options     Weighted average exercise price  
                         
Outstanding at January 1     1,073,924     C$ 2.94       939,634     C$ 2.36  
Granted     -       -       293,190       4.23  
Expired     -       -       (33,000 )     3.00  
Cancelled     -       -       (45,900 )     2.82  
Exercised     (96,303 )     2.05       (75,000 )     0.80  
Outstanding at September 30     977,621     C$ 3.04       1,078,924     C$ 2.94  
                                 
Exercisable at September 30     854,891     C$ 2.81       771,496     C$ 2.22  
                                 
Weighted average share price on date of exercise     96,303     C$ 10.35       75,000     C$ 4.54  

 

9

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

The range of exercise prices of the outstanding stock options is as follows (in Canadian dollars):

 

    Number of
outstanding
stock options
    Weighted
average
exercise
price
    Weighted
average
contractual life
(years)
 
                   
$4.90 to $6.04     242,234     C$ 5.48       7.7  
$1.80 to $4.90     357,190       3.74       7.1  
$0.80 to $1.80     378,197       0.80       1.3  
      977,621     C$ 3.04       5.0  

 

The fair value of the stock options was estimated using Black Scholes model with the following weighted average inputs:

 

    Nine Months Ended September 30, 2025  
       
Fair value at grant date (per option)   C$ 3.46  
         
Volatility (%)     77.0  
Forfeiture rate (%)     5 %
Option life (years)     10  
Risk-free interest rate (%)     3.66  
Exercise price   C$ 4.23  
Share price at grant date   C$ 4.23  
Expected dividends     0 %

 

The number and weighted average fair value of Restricted Stock Units (RSUs) are as follows (in Canadian dollars):

 

    Nine months ended September 30,  
    2025     2024  
    Number of RSUs    

Weighted

average fair value

    Number of RSUs    

Weighted

average fair value

 
                                 
Outstanding at January 1     232,125     C$ 4.53       119,140     C$ 5.28  
Granted     365,692       11.28       169,220       4.25  
Vested     (87,858 )     4.62       (35,378 )     5.27  
Cancelled     -       -       (20,857 )     5.29  
Outstanding at September 30     509,959     C$ 9.36       232,125     C$ 4.53  

 

The fair value at grant date for the RSUs was C$11.28 per RSU for the nine months ended September 30, 2025 and C$4.25 for the nine months ended September 30, 2024, which were the closing share prices on the date of grant.

 

10

 

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited, expressed in Thousands of United States dollars except per share information)

 

Share based compensation was recorded as follows:

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2025     2024     2025     2024  
                         
Expensed   $ 512     $ 268     $ 1,237     $ 807  
                                 
Capitalized   $ 63     $ 39     $ 163     $ 123  

 

10. REVENUES

 

The following table presents the Company’s gross oil and gas revenue disaggregated by revenue source:

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2025     2024     2025     2024  
                         
Oil revenue   $ 16,518     $ 15,398     $ 46,546     $ 48,647  
Natural gas revenue     962       216       3,089       808  
NGL revenue     1,454       871       4,109       2,952  
      18,934       16,485       53,744       52,407  
Royalties     (3,978 )     (3,476 )     (11,628 )     (11,257 )
    $ 14,956     $ 13,009       42,116     $ 41,150  

 

11. INCOME TAXES AND DEFERRED TAXES

 

Income tax expense is charged at 25.4% for the three months ended September 30, 2025 and 25.3% for the nine months ended September 30, 2025 representing the best estimate of the average annual effective tax rate expected to apply for the full year, applied to the pre-tax income of the three-month and six-month periods.

 

12. CONTINGENT LIABILITIES

 

From time to time, the Company may be involved in various legal matters. Management believes that as of September 30, 2025, there are no legal matters whose resolution could have a material adverse effect on the unaudited condensed consolidated financial statements.

 

11

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

SEPTEMBER 30, 2025

 

Kolibri Global Energy Inc. | 1 | Third Quarter 2025
 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The following is management’s discussion and analysis (“MD&A”) of Kolibri Global Energy Inc.’s (“KEI” or the “Company”) operating and financial results for the nine months ended September 30, 2025, compared to the corresponding period in the prior year, as well as information and expectations concerning the Company’s outlook based on currently available information. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2025 and the audited consolidated financial statements and MD&A for the year ended December 31, 2024. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The reporting and measurement currency is the United States dollar. Additional information relating to KEI, including its Annual Information Form, is filed on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.kolibrienergy.com.

 

Netback from operations, netback including commodity contracts, net operating income and adjusted EBITDA (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively “IFRS Accounting Standards”) and do not have any standardized meanings prescribed by IFRS Accounting Standards. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS Accounting Standards, as an indicator of the Company’s performance.

 

This report is prepared as of November 11, 2025. Please read carefully the important cautionary notes regarding technical information, forward-looking statements and other matters set out in this report.

 

Description of Business

 

KEI is a North American energy company focused on finding and exploiting energy projects in oil and gas. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil and gas. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the NASDAQ under the symbol “KGEI”.

 

Operating Summary

 

The Company’s results of operations are dependent on production volumes of natural gas, crude oil and natural gas liquids and the prices received for the production. Prices for these commodities have shown significant volatility during recent years and are determined by supply and demand factors, including weather and general economic conditions.

 

Kolibri Global Energy Inc. | 2 | Third Quarter 2025
 

 

OVERVIEW

Results at a Glance

 

    Three Months ended     Nine months ended  
    September 30,     September 30,  
    2025     2024     2025     2024  
                         
Financial (US $000 except per share)                                
Oil and gas gross revenues     18,934       16,485       53,744       52,407  
Oil and gas revenues, net of royalties     14,956       13,009       42,116       41,150  
Net operating income(1)     12,456       11,485       35,651       35,271  
Net income     3,598       5,066       12,216       12,472  
Basic net income per share     0.10       0.14       0.34       0.35  
Diluted net income per share     0.10       0.14       0.34       0.35  
Cash flows from operating activities     6,681       11,783       29,175       28,796  
Adjusted EBITDA(2)     11,064       10,136       31,565       30,546  
Additions to property, plant and equipment     17,369       9,798       44,220       21,545  
                                 
Operating                                
Average production (Boepd)     4,254       3,032       3,851       3,154  
Average price ($/BOE)     48.38       59.09       51.12       60.64  
Netback from operations ($/BOE)(3)     30.84       40.01       32.86       39.78  
Netback including commodity contracts ($/BOE)(3)     30.89       39.95       32.91       39.09  

 

    Sep 30, 2025     Jun 30, 2025     Mar 31, 2025     Dec 31, 2024  
Balance Sheet                                
Cash and cash equivalents     2,953       3,132       4,878       4,314  
Total assets     282,087       262,817       254,620       248,759  
Working capital (deficiency)     (6,126 )     (12,911 )     (5,653 )     (657 )
Available borrowing capacity     18,542       34,542       22,542       16,542  
Total non-current liabilities     60,753       43,250       40,232       44,276  

 

(1) Net operating income is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(2) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(3) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

 

Highlights

 

The average production for the third quarter of 2025 was 4,254 BOEPD, an increase of 40% compared to third quarter 2024 production of 3,032 BOEPD. Average production for the nine months ended September 30, 2025 was 3,851 BOEPD, an increase of 22% from the average production of 3,154 BOEPD in the same period of 2024. The increases are due to production from the wells that were drilled and completed in the first nine months of 2025.

 

Kolibri Global Energy Inc. | 3 | Third Quarter 2025
 

 

Net revenues for the third quarter of 2025 increased by 15% compared to the third quarter of 2024. The increase was due to a 40% increase in production, partially offset by an 18% decrease in average prices. Net revenues for the first nine months of 2025 increased by 2% compared to the same period of 2024. The increase was due to a 22% increase in production, partially offset by a 16% decrease in average prices.

 

Net income in the third quarter of 2025 was $3.6 million, compared to net income of $5.1 million in the same period of 2024. Net income in the third quarter of 2025 included a $0.5 million unrealized loss on commodity contracts compared to a $1.3 million unrealized gain on commodity contracts in the third quarter of 2024. The decrease was also due to higher depreciation expense and higher operating expenses from increased production in the third quarter of 2025, which offset the increase in revenues. Net income in the first nine months of 2025 was $12.2 million, compared to net income of $12.5 million in the same period of 2024. The decrease was due to higher depreciation expense and operating expenses from the increase in production in 2025, partially offset by higher revenues.

 

Adjusted EBITDA(1) was $11.1 million for the third quarter of 2025 compared to $10.1 million for the same period in 2024, an increase of 9%. Adjusted EBITDA(1) was $31.6 million for the nine months ended September 30, 2025 compared to $30.5 million for the prior year period, an increase of 3%. The increases were primarily due to higher revenues partially offset by higher operating expenses due to the increase in production.

 

Production and operating expense per barrel averaged $7.37 per BOE in the third quarter of 2025 compared to $6.63 per BOE in the third quarter of 2024, an increase of 11%. The increase was due to reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.80 per BOE. Production and operating expense per barrel averaged $7.20 per BOE in the first nine months of 2025 compared to $7.84 per BOE for the same period of 2024, a decrease of 8%. The first nine months of 2025 amount includes reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.30 per BOE. The first nine months of 2024 amount includes purchaser reassessed prior year gathering and processing costs, which were $0.8 million, or $0.83 per BOE. Excluding these adjustments, production and operating expenses per barrel were $6.90 per BOE in the nine months ended September 30, 2025 and $7.01 per BOE in the nine months ended September 30, 2024.

 

Netback from operations(2) decreased to $30.84 per BOE in the third quarter of 2025 compared to $40.01 per BOE in the same period of 2024, a decrease of 23%. Netback from operations(2) decreased to $32.86 per BOE in the nine months ending September 30, 2025 compared to $39.78 per BOE in the nine months ending September 30, 2024, a decrease of 17%. Netback including commodity contracts(2) for the third quarter of 2025 was $30.89 per BOE compared to $39.95 in the third quarter of 2024, a decrease of 23%. Netback including commodity contracts(2) for the nine months ended September 30, 2025 was $32.91 per BOE, compared to $39.09 for the nine months ended September 30, 2024, a decrease of 16%. These decreases were due to lower average prices.

 

At September 30, 2025, the Company had $18.5 million of available borrowing capacity on the credit facility and was in compliance with both of its debt covenants.

 

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

 

OPERATIONS UPDATE

 

Tishomingo Field, Ardmore Basin, Oklahoma

 

The average production for the third quarter of 2025 was 4,254 BOEPD, an increase of 40% compared to third quarter 2024 production of 3,032 BOEPD. Average production for the nine months ended September 30, 2025 was 3,851 BOEPD, an increase of 22% from the average production of 3,154 BOEPD in the same period of 2024. The increases are due to production from the wells that were drilled and completed in the first nine months of 2025.

 

Kolibri Global Energy Inc. | 4 | Third Quarter 2025
 

 

During the third quarter of 2025, the Company finished completion operations on the Lovina 9-16-1H, 9-16-2H, 9-16-3H and 9-16-4H wells (100% working interest). The four Lovina wells are still producing at a higher oil rate and declining at lower rates than our other wells. The Company also completed the Forguson 17-20-3H well (46% working interest) in the third quarter of 2025 on its east side acreage with a large integrated oil company participating in the well. The well has still only recovered 4.5% of the frack fluid, with the well producing about 192 BOEPD, about 94 BOPD for the last week in October.

 

The Company also finished drilling the 1.5 mile lateral Barnes 6-31-2H well during the third quarter. As previously disclosed, the Barnes 6-31-3H well had to be redrilled due to the failure of the drill pipe in the original wellbore. The Company decided to redrill the well to a 1-mile lateral to ensure it was successfully drilled due to stability issues caused by the original wellbore. Completion operations for the two Barnes wells, along with the two previously drilled Velin wells, are underway with production expected to begin in December.

 

Production and Revenue   Three months ended
September 30
    Nine months ended
September 30
 
    2025     2024     %     2025     2024     %  
Average production (BOEPD)     4,254       3,032       40       3,851       3,154       22  
Average oil production (BOPD)     2,809       2,247       25       2,589       2,326       11  
Average natural gas production (MCFPD)     3,861       1,948       98       3,515       2,078       69  
Average NGL production (BOEPD)     801       460       74       676       482       40  
Average oil price ($/bbl)     63.93       74.48       (14 )     65.85       76.32       (14 )
Average natural gas price ($/mcf)     2.71       1.21       124       3.22       1.42       127  
Average NGL price ($/bbl)     19.74       20.60       (4 )     22.27       22.35       -  
Average price ($/BOE)     48.38       59.09       (18 )     51.12       60.64       (16 )
Oil gross revenue ($000)     16,518       15,398       7       46,546       48,647       (4 )
Natural gas gross revenue ($000)     962       216       345       3,089       808       282  
NGL gross revenue ($000)     1,454       871       67       4,109       2,952       39  

 

DISCUSSION OF OPERATING RESULTS

 

Oil production for the third quarter of 2025 was 2,809 BOPD compared to 2,247 BOPD for the same period of 2024, an increase of 25% due to production from the new wells in 2025. Oil production for the first nine months of 2025 was 2,589 BOPD compared to 2,326 BOPD for the same period of 2024, an increase of 11%. The increase was due to production from the 2025 wells. Oil revenue increased by 7% in the third quarter of 2025 compared to the same period of 2024 due to an increase in oil production of 25%, partially offset by lower oil prices which decreased by 14%. Oil revenue decreased by 4% in the first nine months of 2025 compared to the same period of 2024 due to a decrease in oil prices of 14%, partially offset by the 11% production increase.

 

For the third quarter of 2025, average natural gas production was 3,861 MCFPD compared to 1,948 MCFPD for the same period of 2024, an increase of 98%. Average natural gas production for the first nine months of 2025 was 3,515 MCFPD compared to 2,078 MCFPD for the first nine months of 2024, an increase of 69%. The increases are due to production from the wells that were drilled and completed in 2025. Natural gas revenue increased by 345% in the third quarter of 2025 compared to the same period in 2024 due to an increase in natural gas prices of 124% and the production increase. Natural gas revenue increased by 282% in the first nine months of 2025 versus the same period in 2024 due to an increase in natural gas prices of 127% and the production increase.

 

Natural gas liquids (NGL) production in the third quarter of 2025 increased to 801 BOEPD from 460 BOEPD in the same period of 2024, an increase of 74%. NGL production in the first nine months of 2025 increased to 676 BOEPD from 482 BOEPD in the same period of 2024, an increase of 40%. The increases are due to production from the wells that were drilled and completed in 2025. NGL revenue increased by 67% in the third quarter of 2025 compared to the same period in 2024 due to the production increase partially offset by lower NGL prices. NGL revenue increased by 39% in the first nine months of 2025 compared to the same period in 2024 due to the 40% production increase.

 

Kolibri Global Energy Inc. | 5 | Third Quarter 2025
 

 

Average production on a per BOE basis was 4,254 BOEPD in the third quarter of 2025 compared to 3,032 BOEPD in the same period of 2024, an increase of 40%. Average production on a per BOE basis was 3,851 BOEPD in the first nine months of 2025 compared to 3,154 BOEPD in the same period of 2024, an increase of 22%. The increase is due to the factors discussed above. Gross revenue for the third quarter of 2025 increased by 15% compared to the third quarter of 2024 due to the production increase, partially offset by lower average prices. Gross revenue for the first nine months of 2025 increased by 3% compared to the same period of 2024 due to the increase in production, partially offset by lower average prices.

 

Royalties, Operating Expenses and Netback

 

    Three months ended     Nine months ended  
    September 30     September 30  
($/BOE)   2025     2024     %     2025     2024     %  
Average price     48.38       59.09       (18 )     51.12       60.64       (16 )
Less: Royalties     10.17       12.45       (18 )     11.06       13.02       (15 )
Less: operating expenses(3)     7.37       6.63       11       7.20       7.84       (8 )
Netback from operations(1)     30.84       40.01       (23 )     32.86       39.78       (17 )
Price adjustment from commodity contracts(2)     0.05       (0.06 )     -       0.05       (0.69 )     -  
Netback including commodity contracts(1)     30.89       39.95       (23 )     32.91       39.09       (16 )

 

(1) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(2) Price adjustment from commodity contracts includes the positive or negative adjustment to the average price per barrel that the Company realized from its commodity contracts. See the listing of commodity contracts below.

(3) Operating expenses includes compressor costs of $0.4 million in the third quarter of 2025 and $1.1 million in the first nine months of 2025 and compressor costs of $0.3 million in the third quarter of 2024 and $0.9 million in the first nine months of 2024 that are accounted for as a lease under IFRS Accounting Standards 16.

 

Average prices decreased by 18% in the third quarter of 2025, compared to the same period in the prior year, due to the price decreases in oil and NGLs, partially offset by an increase in natural gas prices as discussed above. Oil made up 66% of the production mix in the third quarter of 2025 compared to 74% for the same period in 2024. In September 2025 the oil production mix increased to 71% after the four Lovina wells started producing. Average prices decreased by 16% in the first nine months of 2025, compared to the same period in the prior year due to the price decrease in oil, partially offset by an increase in natural gas prices as discussed above. Oil made up 67% of the production mix in the first nine months of 2025 compared to 74% for the same period in 2024.

 

Royalties on Tishomingo production averaged approximately 21.0% for the third quarter of 2025 versus 21.1% in the third quarter of 2024. Royalties on Tishomingo production averaged approximately 21.6% for the first nine months of 2025 versus 21.5% in the first nine months of 2024. The differences in percentages in both periods are due to different royalty burdens on the various leases drilled by the Company.

 

Major production and operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Production and operating expense per barrel averaged $7.37 per BOE in the third quarter of 2025 compared to $6.63 per BOE in the third quarter of 2024, an increase of 11%. The increase was due to reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.80 per BOE. Production and operating expense per barrel averaged $7.20 per BOE in the first nine months of 2025 compared to $7.84 per BOE for the same period of 2024, a decrease of 8%. The first nine months of 2025 amount includes reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.30 per BOE. The first nine months of 2024 amount includes purchaser reassessed prior year gathering and processing costs, which were $0.8 million, or $0.83 per BOE. Excluding these adjustments, production and operating expenses per barrel were $6.90 per BOE in the nine months ended September 30, 2025 and $7.01 per BOE in the nine months ended September 30, 2024.

 

Kolibri Global Energy Inc. | 6 | Third Quarter 2025
 

 

Realized and Unrealized Gains and Losses from Risk Management Contracts

 

As part of our normal operations, the Company is exposed to movements in commodity prices. In an effort to manage this exposure, the Company utilizes financial commodity contracts. The Company’s strategy focuses on the use of costless collars, deferred put and fixed price contracts to limit exposure to fluctuations in commodity prices, while allowing for participation in spot commodity prices. Contracts settled in the period result in realized gains or losses based on the market price compared to the contract price and volume. Changes in the fair value of unsettled contracts are reported as unrealized gains or losses in the period as the forward markets fluctuate and as new contracts are executed.

 

At September 30, 2025 the Company had the financial commodity contracts as discussed in note 3 of the Company’s condensed consolidated interim financial statements to meet hedging requirements on its credit facility.

 

The estimated fair value results in a $0.3 million asset as of September 30, 2025 (December 31, 2024: $0.3 million asset) for the financial oil and gas contracts which has been determined based on the prospective amounts that the Company would receive or pay to terminate the contracts, consisting of a current asset of $0.3 million (December 31, 2024: current asset of $0.2 million and a long term asset of $0.1 million).).

 

Production and Operating Expenses

 

Production and operating expenses were $2.5 million for the third quarter of 2025 versus $1.5 million for the third quarter of 2024. The increase was primarily due to the increase in production in the third quarter of 2025 and reassessed production tax adjustments related to prior periods that were recorded in September 2025. Production and operating expenses were at $6.5 million for the first nine months of 2025 versus $5.8 million for the first nine months of 2024. The increase was due to the increase in production during the first nine months of 2025.

 

General and Administrative Expenses

 

G&A expense for the third quarter of 2025 was $1.4 million compared to $1.3 million for the same period of 2024, an increase of 6%. The increase was due to costs related to a special shareholder meeting. G&A expense for the first nine months of 2025 was $4.1 million compared to $4.1 million for the same period of 2024.

 

Depletion and Depreciation

 

Depletion and depreciation expense for the third quarter of 2025 was $4.6 million compared to $3.6 million in the same period of 2024. Depletion and depreciation expense on a per barrel basis was $11.64 for the third quarter of 2025 compared to $12.94 for the third quarter of 2024. Depletion and depreciation expense for the first nine months of 2025 was $12.1 million compared to $11.2 million in the same period of 2024. Depletion and depreciation expense on a per barrel basis was $11.54 for the first nine months of 2025 compared to $12.96 for the first nine months of 2024.

 

Interest on loans and borrowings

 

Interest on loans and borrowings increased from $0.8 million in the third quarter of 2024 to $0.9 million for the same period of 2025. The increase was due to a higher loan balance, partially offset by a decrease in interest rates in 2025. Interest on loans and borrowings decreased from $2.6 million in the first nine months of 2024 to $2.2 million for the same period of 2025. The decrease was due to lower interest rates in 2025.

 

Kolibri Global Energy Inc. | 7 | Third Quarter 2025
 

 

Income tax expense

 

Income tax expense was $1.2 million in the third quarter of 2025 versus $1.6 million in the same period of 2024 due to lower income before taxes in the third quarter of 2025. Income tax expense was $4.1 million in the first nine months of 2025 versus $4.3 million in the same period of 2024.

 

Net income for the period

 

The Company had net income of $3.6 million ($0.10 per basic share) in the third quarter of 2025 compared to net income of $5.1 million ($0.14 per basic share) for the same period of 2024. The change in net income in 2025 compared to the same period in 2024 is due to a net loss in realized and unrealized financial commodity contracts in the third quarter of 2025 totaling $0.4 million versus a net gain of $1.3 million in the same period of 2024, an increase in operating expenses of $1.0 million, an increase in depletion, depreciation and accretion of $0.9 million, partially offset by an increase in revenue net of royalties of $1.9 million and a decrease in income tax expense of $0.4 million.

 

The Company had net income of $12.2 million ($0.34 per basic share) in the first nine months of 2025 compared to net income of $12.5 million ($0.35 per basic share) for the same period of 2024. The change in net income in 2025 compared to the same period in 2024 is due to an increase in depletion, depreciation and accretion of $0.9 million, an increase in operating expenses of $0.6 million, an increase in stock based compensation of $0.4 million, and a net gain in realized and unrealized financial commodity contracts in the third quarter of 2025 totaling $0.1 million, partially offset by an increase in revenue net of royalties of $1.0 million, an increase in other income of $0.5 million, and a decrease in interest expense on long term debt of $0.3 million.

 

Cash from operating activities

 

Cash flows from operating activities for the first nine months of 2025 were $29.2 million compared to cash flows from continuing operating activities of $28.8 million in the same period of 2024. The increase is due to higher revenue, partially offset by higher operating expenses as well as the difference in timing of working capital changes between 2025 and 2024.

 

Cash flows from financing activities

 

Cash flows provided by financing activities for the first nine months of 2025 were $9.7 million compared to $0.1 million in the same period of 2024. The increase is due to an increase in net proceeds from loans and borrowings of $13.0 million in 2025 compared to net proceeds of loans and borrowings of $1.0 million in 2024. The Company also repurchased common shares in the first nine months of 2025 totaling $1.8 million pursuant to the Bid (as defined below). See “Normal Course Issuer Bid”.

 

CAPITAL EXPENDITURES

 

Capital expenditures were for the wells drilled and completed in the Tishomingo field located in Oklahoma.

 

($000)   Nine months Ended
September 30,
 
    2025     2024  
             
Additions to oil and gas properties   $ 44,220     $ 21,545  
    $ 44,220     $ 21,545  

 

Kolibri Global Energy Inc. | 8 | Third Quarter 2025
 

 

LIQUIDITY AND CAPITAL RESOURCES

 

(000s; other than number of shares and per share amounts)  

At

September 30, 2025

   

At

December 31, 2024

 
             
Working Capital (Deficiency) (US$)   $ (6,126 )   $ (657 )
                 
Loans and Borrowings (US$)   $ 46,458     $ 33,458  
                 
Shares Outstanding, end of period     35,376,833       35,460,309  
                 
Market Price per share (in Canadian $)   $ 7.71     $ 7.74  
Market Value of Shares (in Canadian $)   $ 272,755     $ 274,463  

 

In June 2025, the Company’s US subsidiary amended the credit facility, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility, which is now held by a bank syndicate that includes both BOK Financial and Arvest Bank, expires in June 2029 and is being used to fund the drilling of the Caney wells in the Tishomingo Field.

 

The borrowing base of the credit facility was increased from $50.0 million to $65.0 million and the Company has an available borrowing capacity of $18.5 million at September 30, 2025. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The credit facility was redetermined in October 2025 at the same $65 million borrowing capacity and the next redetermination will be in the second quarter of 2026. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

 

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts and the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA is defined as net income excluding interest expense, depreciation, depletion and amortization expense, and other non-cash and non-recurring charges including severance, stock based compensation expense and unrealized gains or losses on commodity contracts.

 

The Company was in compliance with both covenants for the quarter ended September 30, 2025. At September 30, 2025, the Current Ratio of the US Subsidiary was 1.57 to 1.0 and the Maximum Leverage Ratio was 1.06 to 1.0 for the three months ended September 30, 2025.

 

At September 30, 2025, loans and borrowings of $46.5 million (December 31, 2024: $33.5 million) are presented net of loan acquisition costs of $0.8 million (December 31, 2024: $0.2 million).

 

At September 30, 2025, the Company had a working capital deficit of $6.1 million compared to a working capital deficit of $0.7 million at December 31, 2024. The Company had available borrowing capacity of $18.5 million at September 30, 2025. The Company closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements. Planned drilling activity can be adjusted if adequate funds are not available, and the Company has available borrowing capacity to manage its working capital requirements.

 

Kolibri Global Energy Inc. | 9 | Third Quarter 2025
 

 

The Company has entered into financial commodity contracts as part of its risk management strategy to manage its cash flows for future activity and to offset commodity price fluctuations. Other potential sources of cash flows include proceeds from additional debt or equity offerings but there is no guarantee that additional financing will be available when needed.

 

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.

 

Typically, the Company ensures that it has sufficient cash on demand and cash flows from operating activities to meet expected operational expenses for a one-year period, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary. Further, the Company utilizes authorizations for expenditures on both operated and non-operated projects to further manage capital expenditure. The Company also attempts to match its payment cycle with collection of oil revenue on the 20th of each month.

 

The Company monitors its expected cash inflows from trade and other receivables and its expected cash outflows on trade and other payables and principal debt payments. The current volatile economic climate may lead to adverse changes in cash flows and working capital levels, which may also have a direct impact on the Company’s results and financial position and which may adversely affect the Company’s liquidity.

 

CONTRACTUAL OBLIGATIONS

 

The following are the undiscounted contractual maturities of financial liabilities at September 30, 2025:

 

($000s)   Total     2025     2026     2027     Thereafter  
                               
Leases   $ 1,676     $ 349     $ 1,149     $ 178     $ -  
Loans and borrowings*     46,458       -       -       -       46,458  
Trade and other payables     18,878       18,878       -       -       -  
    $ 67,012     $ 19,227     $ 1,149     $ 178     $ 46,458  

 

*The Credit Facility provides for interest only payments until the June 2029 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the June 2029 maturity date. See “Liquidity and Capital Resources” and “Principal Business Risks” for discussion of events that would require early repayment of the Credit Facility.

 

Kolibri Global Energy Inc. | 10 | Third Quarter 2025
 

 

QUARTERLY SUMMARY

 

Below is a summary of the Company’s performance over the last eight quarters:

 

    2025     2024     2023  
    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
                                                 
Daily Production                                                                
Oil (BOPD)     2,809       2,115       2,844       3,097       2,247       2,309       2,423       2,245  
Natural gas (MCFPD)     3,861       2,880       3,803       3,615       1,948       1,916       2,371       1,428  
NGLs (BOEPD)     801       625       599       740       460       500       487       359  
                                                                 
Average production (BOEPD)     4,254       3,220       4,077       4,440       3,032       3,128       3,305       2,842  

 

    2025     2024     2023  
    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
                                                 
Average Price                                                                
Oil ($/bbl)     63.93       62.25       70.51       69.00       74.48       79.48       75.03       78.51  
                                                                 
Natural gas ($/mcf)     2.71       3.09       3.85       2.82       1.21       0.84       2.06       2.32  
                                                                 
NGL ($/bbl)     19.74       17.59       30.67       23.38       20.6       18.24       28.25       20.41  
                                                                 
Average price ($/BOE)     48.38       47.06       57.28       54.32       59.09       62.1       60.66       65.76  

 

    2025     2024     2023  
($/BOE)   Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
                                                 
Netback(1)                                                                
Average price ($/BOE)     48.38       47.06       57.28       54.32       59.09       62.1       60.66       65.76  
                                                                 
Royalties     10.17       10.25       12.66       11.79       12.45       13.22       13.36       14.34  
                                                                 
Operating expenses (4)     7.37       7.15       7.07       6.59       6.63       8.48       8.36       7.02  
                                                                 
Netback from operations(1)     30.84       29.66       37.55       35.94       40.01       40.4       38.94       44.4  
                                                                 
Price adjustment from commodity contracts     0.05       0.13       -       -0.04       -0.06       -0.84       -1.13       -0.97  
                                                                 
Netback including commodity contracts(1)     30.89       29.79       37.55       35.9       39.95       39.54       37.81       43.43  

 

Kolibri Global Energy Inc. | 11 | Third Quarter 2025
 

 

    2025     2024     2023  
($000, except as noted)   Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
                                                 
Net operating income(2)                                                                
Oil and gas gross revenue     18,935       13,790       21,020       22,185       16,485       17,678       18,244       17,192  
                                                                 
Royalties     3,980       3,002       4,648       4,812       3,476       3,762       4,018       3,748  
                                                                 
Operating expenses     2,500       1,738       2,227       2,354       1,524       2,109       2,246       1,567  
                                                                 
      12,455       9,050       14,145       15,019       11,485       11,807       11,980       11,877  

 

    2025     2024     2023  
($000, except as noted)   Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
                                                 
Net income     3,598       2,853       5,765       5,643       5,066       4,061       3,345       4,797  
                                                                 
Basic income ($/share)     0.10       0.08       0.16       0.16       0.14       0.11       0.09       0.14  
                                                                 
Adjusted EBITDA(3)     10,064       7,681       12,820       13,493       10,136       10,036       10,374       10,502  
                                                                 
Cash flows from operating activities     6,681       9,487       13,007       10,093       11,783       7,318       9,695       9,974  
                                                                 
Bank debt     45,732       29,702       27,277       33,240       30,711       33,678       31,667       29,612  
                                                                 
Total assets     282,087       262,817       254,620       248,759       237,438       230,975       229,191       224,357  

 

(1) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(2) Net operating income is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(3) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

(4) Operating expenses includes compressor costs of $0.4 million in the third quarter of 2025 and $1.1 million in the first nine months of 2025 and compressor costs of $0.4 million in the third quarter of 2024 and $0.6 million in the first nine months of 2024 that are accounted for as a lease under IFRS 16.

 

Kolibri Global Energy Inc. | 12 | Third Quarter 2025
 

 

Quarterly Variability

 

The results of the previous eight quarters reflect the Company’s development of the Tishomingo field with production increasing from 2,842 BOEPD in the fourth quarter of 2023 to 4,254 BOEPD in the third quarter of 2025. Changes in production have occurred between quarters due to the timing of drilling and completion operations and the temporary shut-in of wells.

 

Commodity prices have been relatively steady over the last 8 quarters but the price of oil did decrease to $63.93 in the third quarter of 2025 from a high of $79.48 in the second quarter of 2024. Oil prices have decreased slightly subsequent to the end of the quarter through the date of this report.

 

Adjusted EBITDA(1) is impacted by the Company’s quarterly production and the changes in commodity prices. As our field development has resulted in increased production since 2023, adjusted EBITDA has reflected this increase although lower oil prices have impacted some quarters more than the production increase. Adjusted EBITDA was $10.5 million in the fourth quarter of 2023 and has generally increased or remained constant in subsequent quarters. The third quarter of 2025 adjusted EBITDA was $10.1 million as lower prices during the quarter offset the increase in production.

 

Net income, as well as basic earnings per share, is impacted by the Company’s operations and production, but it is also impacted by quarterly unrealized gains or losses on the Company’s commodity contracts, which fluctuate from quarter to quarter. Net income was $4.8 million in the fourth quarter of 2023 and has generally either continued to grow or remain constant over the last eight quarters. Lower commodity prices during the third quarter of 2025 reduced net income to $3.6 million.

 

Total assets have increased over this period as the Company has continued to incur capital expenditures to develop the field and increase production since 2023.

 

The Company’s net bank debt has increased from $29.6 million to $45.7 million to fund capital expenditures and has fluctuated depending on the timing of field development activities between quarters. Although debt has increased over the last eight quarters, the Company has consistently maintained a leverage ratio around 1.0 or below.

 

(1) Adjusted EBITDA is considered a Non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” at the end of this MD&A.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of the condensed consolidated interim financial statements requires management to make estimates and use judgment regarding the reported amounts of assets and liabilities, the disclosures of contingencies at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the period. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future years could require a material change in the financial statements. Accordingly, actual results may differ from the estimated amounts. Significant estimates and judgments made by management in the preparation of the condensed consolidated interim financial statements are as follows:

 

Kolibri Global Energy Inc. | 13 | Third Quarter 2025
 

 

Oil and gas assets

 

Development and production assets are assessed for recoverability at cash generating unit (“CGU”) level. The determination of CGUs is subject to management judgments. Recoverability is assessed by comparing the carrying value of the asset to its estimated recoverable amount, which is based on the higher of fair value of the assets less the cost to sell (“FVLCS”) or value in use (“VIU”). The significant estimates used in the determination of the estimated recoverable amount include the following:

 

Proved and probable oil and gas reserves – Significant assumptions that are valid at the time of oil and gas reserve estimation may change significantly when additional information becomes available. Estimates of economically recoverable proved and probable oil and gas reserves are based upon a number of significant assumptions, such as forecasted production, forecasted oil and gas commodity prices, forecasted operating costs, forecasted royalty costs, and forecasted future development costs. Changes in forecasted oil and gas commodity price assumptions, costs or recovery rates may change the economic status of proved and probable oil and gas reserves and may ultimately result in a restatement of proved and probable oil and gas reserves. Independent third-party reserve evaluators are engaged at least annually to estimate proved and probable oil and gas reserves.
     
Discount rate – The discount rate used to calculate the net present value of cash flows is based on estimates of an industry peer group weighted average cost of capital. Changes in the economic environment could result in significant changes to this estimate.

 

Depletion of oil and gas assets

 

Depletion of development and production assets is determined based on proved and probable oil and gas reserves and includes forecasted future development costs as estimated by the Company’s independent third-party reserve evaluators. By their nature, the estimates of proved and probable oil and gas reserves are subject to measurement uncertainty. Accordingly, the impact to the consolidated financial statements in future periods could be material.

 

Asset retirement obligations

 

The provision for site restoration and abandonment is based on current legal requirements, technology, price levels and expected plans and are based on significant assumptions such as inflation rate and discount rate. Actual costs and cash outflows can differ from estimates because of changes in laws or regulations, market conditions and changes in technology.

 

Income taxes

 

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. As such income taxes are subject to measurement uncertainty. Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings.

 

OUTSTANDING SHARE DATA

 

There were 35,357,258, 35,369,693 and 35,460,309 common shares outstanding as of November 11, 2025, September 30, 2025 and December 31, 2024, respectively. The Company had 977,621, 977,621, and 1,073,924 stock options outstanding as of November 11, 2025, September 30, 2025 and December 31, 2024, respectively. The Company had 509,959, 509,959, and 232,125 restricted share units (RSUs) outstanding as of November 11, 2025, September 30, 2025 and December 31, 2024, respectively.

 

NORMAL COURSE ISSUER BID

 

On September 19, 2025, the Company announced that the Toronto Stock Exchange (TSX) accepted a notice filed by the Company of its intention to make a normal course issuer bid (the “Bid”) to purchase up to an aggregate of 1,768,841 common shares, being approximately 5% of the total number of 35,376,833 common shares issued and outstanding as at September 10, 2025, through the facilities of the TSX and the Nasdaq Capital Market or through alternative Canadian trading platforms. The actual number of shares which may be purchased pursuant to the Bid will be determined by management of the Company. The price the Company will pay for any such common shares will be the prevailing market price at the time of purchase, and any such repurchased shares will be cancelled. The Company has purchased 19,575 common shares at an average price of US5.28 per share under the Bid.

 

Kolibri Global Energy Inc. | 14 | Third Quarter 2025
 

 

During its previous normal course issuer bid which began in September 2024 and ended in September 2025, the Company repurchased 548,293 common shares at an average price of US$5.27 per share, which included 274,777 common shares purchased in 2025.

 

PRINCIPAL BUSINESS RISKS

 

KEI’s business and results of operations are subject to a number of risks and uncertainties, including but not limited to the following:

 

the uncertainty of finding oil and gas in commercial quantities
risks related to the threat or imposition of tariffs which could impact the cost of capital expenditures and disrupt supply chains in the future
securing markets for existing and future production
commodity price fluctuations due to market forces
volatile market conditions related to the current ongoing global conflicts
financial risk due to foreign exchange rates and interest rate exposure
changes to government regulations in the United States, including regulations relating to prices, taxes, royalties and environmental protection
changing government policies and regulations, social instability and other political, economic or diplomatic developments in the countries in which the Company operates
uncertainty regarding the Company’s ability to fund wells drilled in non-operated sections of the Tishomingo field
production-related risks leading to temporary shutting-in of wells, including, but not limited to, weather related risks and field conditions, completion activities of other operators in close proximity to the Company’s wells, adverse conditions affecting production, transportation or processing, and the uncertainty of pipeline repairs
availability of equity or debt financing is affected by many factors many of which are beyond the control of the Company
uncertainties inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived therefrom
the oil and gas industry is intensely competitive and the Company competes with a large number of companies with greater resources
risks related to evolving emissions, carbon and other regulations impacting climate change and the advancement of alternative sources of renewable energy
risks related to the proposed limit on the number of common shares that the Company is authorized to issue to 37,367,894 (the “Share Limit”) without approval by the shareholders of the Company, which was proposed by a significant shareholder of the Company and is to be voted on at a requisitioned special meeting of the Company’s shareholders scheduled to be held on November 25, 2025
risks related to the Credit Facility, including the risk that the Company could be required under the terms of the Credit Facility to prepay the outstanding principal amount and other amounts owing under the Credit Facility in certain circumstances, some of which are out of the Company’s control, including failure to comply with financial ratio tests, borrowing base redeterminations, Mr. Wolf Regener ceasing to be the President of Kolibri Global Energy Inc., certain changes to the board of directors of the Company and the acquisition by any person or persons acting jointly or in concert of 25% or more of the Company’s shares. There can be no assurance that the Company will be able to obtain sufficient capital to repay the Credit Facility. A failure by the Company to perform its obligations under the Credit Facility could result in, among other adverse effects, the loss of the Company’s Tishomingo Field assets. A copy of the Amended and Restated Credit Agreement was filed on SEDAR+ on May 26, 2025. See “Liquidity and Capital Resources” and “Contractual Obligations” above and the “Risk Factors” section in the Company’s most recent Annual Information Form.

 

Kolibri Global Energy Inc. | 15 | Third Quarter 2025
 

 

the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section and the Company’s other public disclosure, available under the Company’s profile on SEDAR at www.sedarplus.ca.

 

The Company seeks to mitigate these risks by:

 

maintaining product mix to manage exposure to commodity price risk
monitoring the impact of tariffs on prices and supply chains to ensure the Company can execute its drilling program
monitoring production trends to maximize the potential of its capital spending program
from time to time, entering into financial commodity contracts to hedge against commodity price risk
ensuring strong third-party operators for non-operated properties
transacting with creditworthy counterparties
monitoring commodity prices and capital programs to manage cash flows
reviewing proposed changes in applicable government regulations and laws to assess the impact on the Company’s operations

 

DISCLOSURE CONTROLS AND PROCEDURES

 

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) have designed, or caused to be designed under their supervision, disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICOFR”) as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS Accounting Standards.

 

The DC&P have been designed to provide reasonable assurance that material information relating to KEI is made known to the CEO and CFO by others and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by KEI under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company’s CEO and CFO have concluded, based on their evaluation that the Company’s DC&P and ICOFR are effective at September 30, 2025 to provide reasonable assurance that material information related to the Company is made known to them by others within the Company.

 

The CEO and CFO are required to cause the Company to disclose any change in the Company’s ICOFR and DC&P that occurred during the most recent interim period that has materially affected, or is reasonably likely to materially affect, the Company’s ICOFR. No changes in ICOFR and DC&P were identified during such period that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR during the quarter ended September 30, 2025.

 

It should be noted that a control system, including the Company’s DC&P and ICOFR, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objective of the control system will be met and it should not be expected that DC&P and ICOFR will prevent all errors or fraud.

 

OUTLOOK

 

In the United States, the Company intends to drill and complete additional wells in the Caney/Sycamore formations on its Oklahoma lands as financing becomes available and within a favorable economic environment. In addition, the Company continues to utilize its technical and operational expertise to identify and acquire additional oil, gas and clean energy projects. The Company expects to continue drilling additional wells utilizing cash flows from operating activities and potentially its available borrowing capacity under its credit facility.

 

Kolibri Global Energy Inc. | 16 | Third Quarter 2025
 

 

NON-GAAP MEASURES

 

The Company’s Non-GAAP Measures are not measures or ratios recognized under IFRS Accounting Standards and do not have any standardized meanings prescribed by IFRS Accounting Standards. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS Accounting Standards, as an indicator of the Company’s performance.

 

Netback from operations per barrel and its components are calculated by dividing revenue, less royalties and operating expenses by the Company’s sales volume during the period. Netback including commodity contracts is calculated by adjusting netback from operations by the realized gains or losses received from commodity contracts during the period. Netback is a non-GAAP ratio but it is commonly used by oil and gas companies to illustrate the unit contribution of each barrel produced. The Company believes that the netback is a useful supplemental measure of the cash flows generated on each barrel of oil equivalent that is produced in its operations. However, non-GAAP measures and non-GAAP ratios do not have any standardized meaning prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.

 

The following is the reconciliation of the non-GAAP ratio netback from operations to net income from continuing operations:

 

(US $000)   Three months ended September 30,     Nine months ended September 30,  
    2025     2024     2025     2024  
Net income     3,598       5,066       12,216       12,472  
                                 
Adjustments:                                
Income tax expense     1.228       1,646       4,145       4,288  
Finance income     (28 )     (1,341 )     (84 )     (871 )
Finance expense     1,419       902       2,423       3,304  
Share based compensation     512       268       1,237       807  
General and administrative expenses     1,410       1,333       4,144       4,126  
Depletion, depreciation and amortization     4,555       3,611       12,134       11,205  
Other income     (238 )     -       (564 )     (60 )
Operating netback     12,456       11,485       35,651       35,271  
                                 
Netback from operations ($ per BOE)     30.84       40.01       32.86       39.78  

 

Net operating income is similarly a non-GAAP measure that represents revenue net of royalties and operating expenses. The Company believes that net operating income is a useful supplemental measure to analyze operating performance and provides an indication of the results generated by the Company’s principal business activities prior to the consideration of other income and expenses.

 

Kolibri Global Energy Inc. | 17 | Third Quarter 2025
 

 

The following is the reconciliation of the non-GAAP measure net operating income:

 

    Three months ended September 30,     Nine months ended September 30,  
(US $000)   2025     2024     2025     2024  
Oil and gas revenue, net of royalties     14,956       13,009       42,116       41,150  
Operating expenses     2,500       1,524       6,465       5,879  
                                 
Net operating income     12,456       11,485       35,651       35,271  

 

Adjusted EBITDA is calculated as net income before interest, taxes, depletion and depreciation and other non-cash and non-operating gains and losses. The Company considers this a key measure as it demonstrates its ability to generate cash from operations necessary for future growth excluding non-cash items, gains and losses that are not part of the normal operations of the Company and financing costs. The following is the reconciliation of the non-GAAP measure adjusted EBITDA:

 

  Three months ended September 30,     Nine months ended September 30,  
(US $000)   2025     2024     2025     2024  
Net income     3,598       5,066       12,216       12,472  
Income tax expense     1,228       1,646       4,145       4,288  
Depletion and depreciation     4,555       3,611       12,134       11,205  
Accretion expense     64       46       188       135  
Interest expense     890       839       2,226       2,567  
Unrealized (gain) loss on commodity contracts     464       (1,341 )     9       (871 )
Share based compensation     512       268       1,237       807  
Interest income     (10 )     -       (26 )     -  
Other income     (238 )     -       (564 )     (60 )
Foreign currency loss (gain)     1       1       -       3  
                                 
Adjusted EBITDA     11,064       10,136       31,565       30,546  

 

PRODUCT TYPE DISCLOSURE

 

This MD&A includes references to sales volumes of “oil”, “natural gas”, and “barrels of oil equivalent” or “BOEs”. “Oil” refers to light crude oil and medium crude oil combined, and “natural gas” refers to shale gas, in each case as defined by NI 51-101. Production from our wells, primarily disclosed in this MD&A in BOEs, consists of mainly oil and associated wet gas. The wet gas is delivered via gathering system and then pipelines to processing plants where it is treated and sold as natural gas and NGLs.

 

CAUTIONARY STATEMENTS

 

(a) The Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent (“BOEs”) to reflect natural gas liquids and oil production and sales. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

 

Kolibri Global Energy Inc. | 18 | Third Quarter 2025
 

 

(b) Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.

 

(c) Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

 

(d) This MD&A and the Company’s other public disclosure contains peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that initial production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

This MD&A contains forward-looking information including expectations regarding proposed timing and expected results of development work in the Company’s Tishomingo Field, expected productivity from current and future wells, planned capital expenditure programs and cost estimates, the effect of design and performance improvements on future productivity, planned use and sufficiency of proceeds from the Company’s debt and equity financings, compliance with debt covenants under the Company’s credit facility, cash on hand and cash flows from operating activities and the Company’s strategy and objectives. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements.

 

Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled, declines will match the modeling, future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that well shut-ins will not materially reduce production or adversely affect future productivity, that anticipated results and estimated costs will be consistent with managements’ expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained, that the combination of cash on hand and cash flows from operating activities will be sufficient to finance the Company’s cash requirements through 2025, that the Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserve-based loan facility and that the borrowing base will not be reduced, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy.

 

Kolibri Global Energy Inc. | 19 | Third Quarter 2025
 

 

Forward looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward looking information is based vary or prove to be invalid, including that the Company’s geologic and reservoir models or analysis are not validated, anticipated results and estimated costs will not be consistent with managements’ expectations, that the Company will not achieve a comparable level of hedging going forward in respect of its existing production, that the Company will not achieve the results anticipated by management from the Company’s cost reduction measures, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks, including flooding and extended interruptions due to inclement or hazardous weather conditions), well shut-ins and the potential for damage to the affected wells, the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the Company will cease to be in compliance with the covenants under its reserve-based loan facility and be required to repay outstanding amounts or that the borrowing base will be reduced pursuant to a borrowing base redetermination and the Company will be required to repay the resulting shortfall, that the Company is unable to access required capital, that occurrences such as those that are assumed will not occur, do in fact occur, and those conditions that are assumed will continue or improve, do not continue or improve, risks related to the Share Limit, and the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section and the Company’s other public disclosure, available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this MD&A is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

 

Kolibri Global Energy Inc. | 20 | Third Quarter 2025
 

 

CORPORATE INFORMATION

 

DIRECTORS AND OFFICERS

 

Evan Templeton1.2,3,5    
Director, Chairman of the Board    
    AUDITORS
Leslie O’Connor 2,3,4,5   BDO USA, P.C.
Director   Houston, TX, USA
     
David Neuhauser 1,3,4   BANKERS
Director   BOK Financial
    Denver, CO, USA
Douglas Urch 1,2,5    
Director   Arvest Bank
    Tulsa, OK, USA
Wolf Regener 4    
Director, President and Chief Executive Officer   Royal Bank of Canada
    Calgary, AB
Gary Johnson    
Chief Financial Officer and Vice President   CONSULTING ENGINEERS
    Netherland, Sewell & Associates, Inc.
1 Member of the Audit Committee   Houston, TX, USA
2 Member of the Corporate Governance Committee    
3 Member of the Compensation Committee   TRANSFER AGENT AND REGISTRAR
4 Member of the HS&E Committee   Computershare Trust Company
5 Member of the Reserves Committee   Calgary, AB

 

STOCK EXCHANGE LISTING   HEAD OFFICE
The Toronto Stock Exchange   Suite 220, 925 Broadbeck Drive
Trading Symbol: KEI   Thousand Oaks, CA, USA 91320
NASDAQ   Telephone: (805) 484-3613
Trading Symbol: KGEI   Fax: (805) 484-9649
     
LEGAL COUNSEL   CANADIAN OFFICE
DuMoulin Black LLP   15th Floor, 1111 West Hastings St.
Vancouver, BC   Vancouver, BC, Canada V6E 2J3
    Telephone (604) 687-1224
Haynes Boone, LLP   Fax: (604) 687-3635
New York, NY, USA    

 

Kolibri Global Energy Inc. | 21 | Third Quarter 2025

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Wolf Regener the Chief Executive Officer of Kolibri Global Energy Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

A. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that.

 

  I. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
     
  II. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

B. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2025

 

“Wolf Regener”  
Wolf Regener  
Chief Executive Officer  


 

 

 

EX-99.4 5 ex99-4.htm EX-99.4

 

Exhibit 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Gary Johnson the Chief Financial Officer of Kolibri Global Energy Inc., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

A. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
     
  II. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

B. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2025

 

“Gary Johnson”  
Gary Johnson  
Chief Financial Officer  

 

 

 

 

EX-99.5 6 ex99-5.htm EX-99.5

 

Exhibit 99.5

 

925 Broadbeck Drive, Suite 220

Thousand Oaks, California 91320

Phone: (805) 484-3613

 

TSX ticker symbol; KEI

NASDAQ ticker symbol; KGEI

 

For Immediate Release

 

KOLIBRI GLOBAL ENERGY ANNOUNCES A 40% INCREASE IN PRODUCTION AND A 15% INCREASE IN NET REVENUES FOR THE THIRD QUARTER OF 2025

 

THOUSAND OAKS, CALIFORNIA, November 12, 2025 -

All amounts are in U.S. Dollars unless otherwise indicated:

 

THIRD QUARTER 2025 HIGHLIGHTS

 

Average production for the third quarter of 2025 was 4,254 BOEPD, an increase of 40% from the third quarter of 2024 average production of 3,032 BOEPD. The increase was due to production from the wells that were drilled and completed in the first nine months of 2025
Revenue, net of royalties was $15.0 million in the third quarter of 2025 compared to $13.0 million for the third quarter of 2024, which was an increase of 15% due to a 40% increase in production partially offset by a decrease in average prices of 18%
Net income in the third quarter of 2025 was $3.6 million and Basic EPS was $0.10/share, compared to net income of $5.1 million and Basic EPS of $0.14/share, in the same period of 2024. Net income in the third quarter of 2025 included a $0.5 million unrealized loss on commodity contracts compared to a $1.3 million unrealized gain on commodity contracts in the third quarter of 2024. The decrease was also due to higher depreciation expense and higher operating expenses from increased production in the third quarter of 2025 which offset the increase in revenues
Adjusted EBITDA(1) was $11.1 million in the third quarter of 2025 compared to $10.1 million in the third quarter of 2024, an increase of 9%. The increase was primarily due to an increase in revenues, partially offset by an increase in operating expenses due to the increase in production
Production and operating expense per barrel averaged $7.37 per BOE in the third quarter of 2025 compared to $6.63 per BOE in the third quarter of 2024, an increase of 11%. The increase was due to reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.80 per BOE. Excluding those costs, production and operating costs would have been $6.57 per BOE, a 1% decrease from the prior year
Average netback from operations(2) for the third quarter of 2025 was $30.84/boe, a decrease of 23% from the prior year third quarter due to lower prices in 2025. Average netback including commodity contracts(2) for the third quarter of 2025 was $30.89 per boe, a decrease of 23% from the prior year third quarter
In October 2025, the credit facility was redetermined with the same $65 million borrowing base. At September 30, 2025, the Company had $18.5 million of available borrowing capacity on its credit agreement.

 

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

 

 

 

KEI’s President and Chief Executive Officer, Wolf Regener commented:

 

“We are pleased that the Company continues to increase production, revenue and adjusted EBITDA as we execute our 2025 drilling program. Our production increased by 40% during the quarter and our adjusted EBITDA increased by 9% as compared to the third quarter of 2024. Our product mix was 66% oil during the third quarter and it increased to 71% in September due to the contribution of the higher percentage oil production from the Lovina wells. We are currently in completion operations on our last four wells for 2025 which we expect will start production in December. As we shifted the completion operations of our last four wells closer to the end of the year, we expect to exit the year with production at an all-time high. These latest wells will have the biggest impact in the first quarter of 2026 by increasing production and generating continued growth for the Company.

 

“The Forguson 17-20-3H well (46% working interest), which was completed in the 3rd quarter of 2025 on its east side acreage, has still only recovered 4.5% of the frack fluid, with the well producing about 192 BOEPD, about 94 BOPD for the last week in October.”

 

    Third Quarter           First Nine Months        
    2025     2024     %     2025     2024     %  
                                     
Net Income:                                                
$ Thousands   $ 3,598     $ 5,066       (29 )%   $ 12,216     $ 12,472       (2 )%
$ per basic common share   $ 0.10     $ 0.14       (29 )%   $ 0.34     $ 0.35       (3 )%
$ per diluted shares   $ 0.10     $ 0.14       (29 )%   $ 0.34     $ 0.35       (3 )%
                                                 
Capital Expenditures   $ 17,369     $ 9,798       77 %   $ 44,220     $ 21,545       105 %
Adjusted EBITDA   $ 11,064     $ 10,136       9 %   $ 31,565     $ 30,546       3 %
                                                 
Average Production (Boepd)     4,254       3,032       40 %     3,851       3,154       22 %
Average Price per BOE   $ 48.38     $ 59.09       (18 )%   $ 51.12     $ 60.64       (16 )%
Average Netback from operations(2) per Barrel   $ 30.84     $ 40.01       (23 )%   $ 32.86     $ 39.78       (17 )%
Average Netback including commodity contracts(2) per Barrel   $ 30.89     $ 39.95       (23 )%   $ 32.91     $ 39.09       (16 )%

 

    September 2025     June 2025     December 2024  
                   
Cash and Cash Equivalents   $ 2,953     $ 3,132     $ 4,314  
Working Capital   $ (6,126 )   $ (12,911 )   $ (657 )
Borrowing capacity   $ 18,542     $ 34,542     $ 16,542  

 

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

 

 

 

Third Quarter 2025 versus Third Quarter 2024

 

Oil and gas gross revenues totaled $18.9 million in the third quarter of 2025 versus $16.5 million in the third quarter of 2024. Oil gross revenues totaled $16.5 million in the third quarter of 2025 versus $15.4 million in the third quarter of 2024. Oil revenues increased 7% as oil production increases of 25% were offset by average oil price decreases of 14%. Natural gas revenues increased by $0.7 million or 345% as natural gas prices increased 124% and production increased 98%. Natural gas liquids (NGLs) revenues increased by $0.6 million or 67% as NGL production increased 74% partially offset by price decreases of 4%.

Average third quarter 2025 production per day increased 1,222 BOEPD or 40% from the third quarter of 2024. The increase is due to production from the wells that were drilled and completed in the first nine months of 2025.

 

Production and operating expenses increased to $2.5 million in the third quarter of 2025, an increase of 64% due to higher production during the quarter. Operating expense per barrel averaged $7.37 per BOE in the third quarter of 2025 compared to $6.63 per BOE in the third quarter of 2024, an increase of 11%. The increase was due to reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.80 per BOE.

 

General and administrative expenses increased by $0.1 million or 6% in the third quarter of 2025 due to costs related to the special shareholder meeting.

 

Finance income decreased by $1.3 million in the third quarter of 2025 compared to the prior year third quarter due to realized gains on commodity contracts in the third quarter of the prior year.

 

Finance expense increased by $0.5 million in the third quarter of 2025 due to unrealized losses on commodity contracts of $0.5 million in the third quarter of 2025.

 

FIRST NINE MONTHS 2025 HIGHLIGHTS

 

Average production for the nine months ended September 30, 2025 was 3,851 BOEPD, an increase of 22% from the average production of 3,154 BOEPD in the same period of 2024. The increase is due to production from the wells that were drilled and completed in the first nine months of 2025
Revenue, net of royalties was $42.1 million in the first nine months of 2025 compared to $41.2 million for the first nine months of 2023, which was an increase of 2%, as production increased by 22% partially offset by a decrease in average prices of 16%
Net income for the first nine months of 2025 was $12.2 million and Basic EPS was $0.34/share compared to net income of $12.5 million and Basic EPS of $0.38/share for the first nine months of 2024 primarily due to an increase in depreciation expense and operating expense from the increase in production, partially offset by higher revenues
Adjusted EBITDA(1) was $31.6 million for the nine months ended September 30, 2025 compared to $30.5 million for the comparable prior year period, an increase of 3%. The increase was due to an increase in revenue partially offset by higher operating expenses due to the increase in production
Production and operating expense per barrel averaged $7.20 per BOE in the first nine months of 2025 compared to $7.84 per BOE for the same period of 2024, a decrease of 8%
Average netback from operations(2) for the first nine months of 2025 was $32.86/boe, a decrease of 17% from the prior year period due to lower prices. Netback including commodity contracts(2) for the first nine months of 2025 was $32.91/boe which was 16% lower than the comparable prior year period

 

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

 

 

 

First Nine Months of 2025 versus First Nine Months of 2024

 

Oil and gas gross revenues totaled $53.7 million in the first nine months of 2025 versus $52.4 million in the first nine months of 2024, an increase of 3%. Oil revenues were $46.5 million in the first nine months of 2025 versus $48.6 million in the same period of 2024, a decrease of 4%, as average oil prices decreased by 14% partially offset by production increases of 11%. Natural gas revenues increased by $2.2 million or 282% due to an average natural gas price increase of 127% and a 69% increase in natural gas production. NGL revenue increased by $1.2 million or 39% due to an increase in NGL production of 40% as the average NGL price was flat between the two periods.

 

Average production per day for the first nine months of 2025 increased 22% to 3,851 boepd from the prior year comparable period. The increase is due to production from the wells that were drilled and completed in the first nine months of 2025.

 

Production and operating expenses increased to $6.5 million or 10% in the first nine months of 2025 compared to the prior year period. Production and operating expense per barrel averaged $7.20 per BOE in the first nine months of 2025 compared to $7.84 per BOE for the same period of 2024, a decrease of 8%. The first nine months of 2025 amount includes reassessed production tax adjustments related to prior periods that were recorded in September 2025 totaling $0.3 million, or $0.30 per BOE. The first nine months of 2024 amount includes purchaser reassessed prior year gathering and processing costs, which were $0.8 million, or $0.83 per BOE. Excluding these adjustments, production and operating expenses per barrel were $6.90 per BOE in the nine months ended September 30, 2025 and $7.01 per BOE in the nine months ended September 30, 2024.

 

General and administrative expenses were $4.1 million in the first nine months of 2025 compared to $4.1 million in the comparable prior year period.

 

Finance income decreased by $0.8 million in the first nine months of 2025 due to unrealized gains on financial commodity contracts in the comparable prior year period.

 

Finance expense decreased by $0.9 million in the first nine months of 2025 due to lower realized losses on commodity contracts and lower interest expense compared to the comparable prior year period.

 

 

 

KOLIBRI GLOBAL ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

 

    September 30     December 31  
    2025     2024  
             
Current Assets                
Cash and cash equivalents   $ 2,953     $ 4,314  
Accounts receivable and other receivables     9,841       9,733  
Deposits and prepaid expenses     941       718  
Fair value of commodity contracts     277       254  
      14,012       15,019  
                 
Non-current assets                
Property, plant and equipment     266,533       232,962  
Right of use assets     1,542       748  
Fair value of commodity contracts     -       30  
      268,075       233,740  
                 
Total Assets   $ 282,087     $ 248,759  
                 
Current Liabilities                
Accounts payable and other payables   $ 18,878     $ 15,090  
Lease liabilities     1,260       586  
      20,138       15,676  
Non-current liabilities                
Loans and borrowings     45,732       33,240  
Asset retirement obligations     2,531       2,168  
Lease liabilities     325       167  
Deferred income taxes     12,162       8,701  
Fair value of commodity contracts     3       -  
      60,753       44,276  
Equity                
Shareholders’ capital     294,195       295,309  
Treasury stock     (41 )     -  
Contributed surplus     26,708       25,380  
Accumulated deficit     (119,666 )     (131,882 )
Total Equity     201,196       188,807  
                 
Total Equity and Liabilities   $ 282,087     $ 248,759  

 

 

 

KOLIBRI GLOBAL ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited, expressed in Thousands of United States dollars, except per share amounts)

 

($000 except as noted)

 

    Third Quarter     First Nine Months  
    2025     2024     2025     2024  
                         
Oil and natural gas revenue, net   $ 14,956     $ 13,009     $ 42,116     $ 41,150  
Other income     238       -       564       60  
      15,194       13,009       42,680       41,210  
                                 
Production and operating expenses     2,500       1,524       6,465       5,879  
Depletion and depreciation expense     4,555       3,611       12,134       11,205  
General and administrative expenses     1,410       1,333       4,144       4,126  
Stock based compensation     512       268       1,237       807  
      8,977       6,736       23,980       22,017  
                                 
Finance income     28       1,341       84       871  
Finance expense     (1,419 )     (902 )     (2,423 )     (3,304 )
Income tax expense     (1,228 )     (1,646 )     (4,145 )     (4,288 )
Net income     3,598       5,066       12,216       12,472  
                                 
Basic net income per share   $ 0.10     $ 0.14     $ 0.34     $ 0.35  
Diluted net income per share   $ 0.10     $ 0.14     $ 0.34     $ 0.35  

 

 

 

KOLIBRI GLOBAL ENERGY INC.

THIRD QUARTER 2025

(Unaudited, expressed in Thousands of United States dollars, except as noted)

 

    Third Quarter     First Nine Months  
    2025     2024     2025     2024  
Oil gross revenue   $ 16,518     $ 15,398     $ 46,546     $ 48,647  
Gas gross revenue     962       216       3,089       808  
NGL gross revenue     1,454       871       4,109       2,952  
Oil and Gas gross revenue     18,934       16,485       53,744       52,407  
                                 
Adjusted EBITDA(1)     11,064       10,136       31,565       30,546  
Capital expenditures     17,369       9,798       44,220       21,545  
                                 
Average oil production (Bopd)     2,809       2,247       2,589       2,326  
Average natural gas production (mcf/d)     3,861       1,948       3,515       2,078  
Average NGL production (Boepd)     801       460       676       482  
Average production (Boepd)     4,254       3,032       3,851       3,154  
Average oil price ($/bbl)   $ 63.93     $ 74.48     $ 65.85     $ 76.32  
Average natural gas price ($/mcf)   $ 2.71     $ 1.21     $ 3.22     $ 1.42  
Average NGL price ($/bbl)   $ 19.74     $ 20.60     $ 22.27     $ 22.35  
                                 
Average price (Boe)   $ 48.38     $ 59.09     $ 51.12     $ 60.64  
Royalties (Boe)     10.17       12.45       11.06       13.02  
Operating expenses (Boe)     7.37       6.63       7.20       7.84  
Netback from operations(2) (Boe)   $ 30.84     $ 40.01     $ 32.86     $ 39.78  
Price impact from commodity contracts(3) (Boe)     0.05       (0.06 )     0.05       (0.69 )
Netback including commodity contracts(2) (Boe)   $ 30.89     $ 39.95     $ 32.91     $ 39.09  

 

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(3) Price impact from commodity contracts includes the positive or negative adjustment to the average price per barrel that the Company realized from its commodity contracts.

 

The information outlined above is extracted from and should be read in conjunction with the Company’s unaudited financial statements for the three and nine months ended September 30, 2025 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedarplus.ca.

 

 

 

NON-GAAP MEASURES

 

Netback from operations, netback including commodity contracts and adjusted EBITDA (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under Canadian generally accepted accounting principles (“GAAP”) and do not have any standardized meanings prescribed by IFRS. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. The Company’s Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company’s Non-GAAP Measures should not be construed as alternatives to net income, cash flows related to operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company’s performance.

 

An explanation of the composition of the Company’s Non-GAAP Measures, how the Company’s Non-GAAP Measures provide useful information to an investor and the purposes for which the Company’s management uses the Non-GAAP Measures is set out in the management’s discussion and analysis under the heading “Non-GAAP Measures” which is available under the Company’s profile at www.sedarplus.ca and is incorporated by reference into this earnings release.

 

The following is the reconciliation of the non-GAAP ratio netback from operations to net income, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

 

(US $000)  

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2025     2024     2025     2024  
Net income     3,598       5,066       12,216       12,472  
                                 
Adjustments:                                
Income tax expense     1.228       1,646       4,145       4,288  
Finance income     (28 )     (1,341 )     (84 )     (871 )
Finance expense     1,419       902       2,423       3,304  
Share based compensation     512       268       1,237       807  
General and administrative expenses     1,410       1,333       4,144       4,126  
Depletion, depreciation and amortization     4,555       3,611       12,134       11,205  
Other income     (238 )     -       (564 )     (60 )
Operating netback     12,456       11,485       35,651       35,271  
                                 
Netback from operations per BOE     30.84       40.01       32.86       42.48  

 

Adjusted EBITDA is calculated as net income before interest, taxes, depletion and depreciation and other non-cash and non-operating gains and losses. The Company considers this a key measure as it demonstrates its ability to generate cash from operations necessary for future growth excluding non-cash items, gains and losses that are not part of the normal operations of the Company and financing costs. The following is the reconciliation of the non-GAAP measure adjusted EBITDA:

 

(US $000)   Three months ended
September 30,
    Nine months ended

September 30,

 
    2025     2024     2025     2024  
Net income     3,598       5,066       12,216       12,472  
Income tax expense     1,228       1,646       4,145       4,288  
Depletion and depreciation expense     4,555       3,611       12,134       11,205  
Accretion expense     64       46       188       135  
Interest expense     890       839       2,226       2,567  
Unrealized (gain) loss on commodity contracts     464       (1,341 )     9       (871 )
Stock based compensation     512       268       1,237       807  
Interest income     (10 )             (26 )        
Other income     (238 )     -       (564 )     (60 )
Foreign currency (gain) loss     1       1       -       3  
                                 
Adjusted EBITDA     11,064       10,136       31,565       30,546  

 

PRODUCT TYPE DISCLOSURE

 

This news release includes references to sales volumes of “oil”, “natural gas”, and “barrels of oil equivalent” or “BOEs”. “Oil” refers to light crude oil and medium crude oil combined, and “natural gas” refers to shale gas, in each case as defined by NI 51-101. Production from our wells, primarily disclosed in this news release in BOEs, consists of mainly oil and associated wet gas. The wet gas is delivered via gathering system and then pipelines to processing plants where it is treated and sold as natural gas and NGLs.

 

CAUTIONARY STATEMENTS

 

In this news release and the Company’s other public disclosure:

 

(a) The Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent (“Boes”) to reflect natural gas liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

 

(b) Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.

 

 

 

(c) Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

 

(d) The Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

 

Caution Regarding Forward-Looking Information

 

This release contains forward-looking information including information regarding the proposed timing and expected results of exploratory and development work including production from the Company’s Tishomingo field, Oklahoma acreage, expectations regarding cash flow and continued growth in the fourth quarter, the Company’s reserves based loan facility, including scheduled repayments, expected hedging levels and the Company’s strategy and objectives. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements.

 

Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled and that declines will match the modeling, that future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that anticipated results and estimated costs will be consistent with management’s expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained, that the Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserves-based loan facility and that the borrowing base will not be reduced, that funds will be available from the Company’s reserves based loan facility when required to fund planned operations, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy.

 

 

 

Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including that the Company’s geologic and reservoir models or analysis are not validated, anticipated results and estimated costs will not be consistent with management’s expectations, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks including flooding and extended interruptions due to inclement or hazardous weather), the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the Company will cease to be in compliance with the covenants under its reserves-based loan facility and be required to repay outstanding amounts or that the borrowing base will be reduced pursuant to a borrowing base re-determination and the Company will be required to repay the resulting shortfall, that the Company is unable to access required capital, that funding is not available from the Company’s reserves based loan facility at the times or in the amounts required for planned operations, that occurrences such as those that are assumed will not occur, do in fact occur, and those conditions that are assumed will continue or improve, do not continue or improve and the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section, the Company’s most recent management’s discussion and analysis and the Company’s other public disclosure, available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

With respect to estimated reserves, the evaluation of the Company’s reserves is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs. All of these estimates will vary from actual results. Estimates of the recoverable oil and natural gas reserves attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, may vary. The Company’s actual production, revenues, taxes, development and operating expenditures with respect to its reserves will vary from such estimates, and such variances could be material. In addition to the foregoing, other significant factors or uncertainties that may affect either the Company’s reserves or the future net revenue associated with such reserves include material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations.

 

Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

 

About Kolibri Global Energy Inc.

 

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil and gas. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil, gas and clean and sustainable energy. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the NASDAQ under the stock symbol KGEI.

 

For further information, contact:

 

Wolf E. Regener, President and Chief Executive Officer +1 (805) 484-3613

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com