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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 August 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 F-10, AS AMENDED (FILE NO. 333-288298), AND 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S-8 (FILE NO. 333-279955) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 six months ended June 30, 2025
99.2   Management’s Discussion and Analysis for the three and six months ended June 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 August 11, 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: August 11, 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

 

JUNE 30, 2025

 

 

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

 

    June 30,     December 31,  
    2025     2024  
Current assets                
Cash and cash equivalents   $ 3,132     $ 4,314  
Accounts receivable and other receivables     3,660       9,733  
Deposits and prepaid expenses     646       718  
Fair value of commodity contracts (Note 3)     825       254  
      8,263       15,019  
                 
Non-current assets                
Property, plant and equipment (Note 5)     253,223       232,962  
Right of use assets (Note 6)     1,331       748  
Fair value of commodity contracts (Note 3)     -       30  
      254,554       233,740  
                 
Total assets   $ 262,817     $ 248,759  
                 
Current liabilities                
Accounts payable and other payables (Note 4)   $ 20,099     $ 15,090  
Lease liabilities     1,075       586  
      21,174       15,676  
                 
Non-current liabilities                
Loans and borrowings (Note 8)     29,702       33,240  
Asset retirement obligations, net     2,414       2,168  
Lease liabilities     294       167  
Deferred income taxes     10,755       8,701  
Fair value of commodity contracts (Note 3)     85       -  
      43,250       44,276  
                 
Equity                
Shareholders’ capital     295,490       295,309  
Treasury stock     (234 )     -  
Contributed surplus     26,401       25,380  
Accumulated deficit     (123,264 )     (131,882 )
      198,393       188,807  
                 
Total equity and liabilities   $ 262,817     $ 248,759  

 

See accompanying notes to unaudited condensed consolidated interim financial statements.

 

1

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

 

    Three months ended June 30     Six months ended June 30  
    2025     2024     2025     2024  
Revenue                                
Oil and natural gas revenue, net of royalties (Note 10)   $ 10,788     $ 13,915     $ 27,160     $ 28,141  
Other income     325       1       326       60  
      11,113       13,916       27,486       28,201  
Expenses                                
Production and operating expenses     1,738       2,109       3,965       4,355  
Depletion, depreciation and amortization (Note 5,6)     3,516       3,700       7,579       7,594  
General and administrative expenses     1,409       1,528       2,734       2,793  
Stock based compensation (Note 9)     488       411       725       539  
      7,151       7,748       15,003       15,281  
                                 
Finance income                                
Realized gain on financial commodity contracts (Note 3)     40       -       40       -  
Unrealized gain on financial commodity contracts (Note 3)     490       445       455       -  
Interest income     8       -       16       -  
Foreign exchange gain     2       -       1       -  
      540       445       512       -  
                                 
Finance expense                                
Realized loss on financial commodity contracts (Note 3)     -       242       -       583  
Unrealized loss on financial commodity contracts (Note 3)     -       -       -       470  
Interest on loans and borrowings     640       813       1,336       1,728  
Foreign exchange loss     -       2       -       2  
Accretion expense     73       44       124       89  
      713       1,101       1,460       2,872  
                                 
Net income before income taxes     3,789       5,512       11,535       10,048  
Income tax expense     936       1,451       2,917       2,642  
                                 
Net income and comprehensive income   $ 2,853     $ 4,061     $ 8,618     $ 7,406  
                                 
Basic net income per share (Note 7)   $ 0.08     $ 0.11     $ 0.24     $ 0.21  
Diluted net income per share (Note 7)   $ 0.08     $ 0.11     $ 0.24     $ 0.20  

 

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

    Contributed           Total  
    Shares     Amount     Shares     Amount      Surplus    

Deficit

    Equity  
Balance at January 1, 2025     35,460,309     $ 295,309       -     $ -     $ 25,380     $ (131,882 )   $ 188,807  
Stock based compensation (Note 9)     -       -       -       -       825       -       825  
Stock options exercised (Note 9)     96,303       273       -       -       (133 )     -       140  
Restricted stock issued (Note 9)     87,858       331       -       -       (331 )     -       -  
Treasury share purchases     -       -       (89,337 )     (657 )     -       -       (657 )
Retirement of treasury shares     (56,000 )     (423 )     56,000       423       -       -       -  
Stock based compensation reserve for income taxes     -       -       -       -       660       -       660  
Net income     -       -       -       -       -       8,618       8,618  
Balance at June 30, 2025     35,588,470     $ 295,490       (33,337 )   $ (234 )   $ 26,401     $ (123,264 )   $ 198,393  
                                                         
Balance at January 1, 2024     35,625,587     $ 296,232       -     $ -     $ 24,179     $ (149,997 )   $ 170,414  
Stock based compensation (Note 9)     -       -       -       -       624       -       624  
Stock options exercised (Note 9)     75,000       84       -       -       (40 )     -       44  
Restricted stock issued (Note 9)     35,378       142       -       -       (142 )     -       -  
Net income     -       -       -       -       -       7,406       7,406  
Balance at June 30, 2024     35,735,965     $ 296,458       -     $ -     $ 24,621     $ (142,591 )   $ 178,488  

 

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

 

3

 

KOLIBRI GLOBAL ENERGY INC.

 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30

(Unaudited, Expressed in Thousands of United States Dollars)

 

    2025     2024  
             
Cash flows from operating activities                
Net income   $ 8,618     $ 7,406  
Adjustments for:                
Depletion, depreciation and amortization     7,579       7,594  
Accretion expense     124       89  
Interest expense     1,336       1,728  
Income tax expense     2,917       2,642  
Amortization of loan acquisition costs     75       113  
Unrealized (gain) loss on financial commodity contracts (Note 3)     (455 )     470  
Stock based compensation (Note 9)     725       539  
Gain on sale of assets     -       (8 )
Loss on asset retirement abandonment     8       -  
Cash paid for interest     (1,608 )     (1,534 )
Cash paid for income taxes     (495 )     -  
Cash paid for asset retirement abandonment     (12 )     -  
Unrealized foreign exchange loss (gain)     (3 )     3  
Change in non-cash working capital (Note 4)     3,685       (2,029 )
Net cash from operating activities     22,494       17,013  
                 
Cash flows from investing activities                
Additions to property, plant and equipment (Note 5)     (26,851 )     (11,747 )
Proceeds from sale of assets     -       8  
Change in non-cash working capital (Note 4)     8,026       (8,724 )
Net cash used in investing activities     (18,825 )     (20,463 )
                 
Cash flows from financing activities                
Repayment of loans and borrowings     (6,000 )     (5,500 )
Proceeds from loans and borrowings     3,000       9,500  
Payment of financing costs     (613 )     (47 )
Purchases of treasury stock     (657 )     -  
Principal paid on lease payments     (672 )     (549 )
Interest paid on lease payments     (52 )     (46 )
Proceeds from stock option exercises     140       44  
Net cash (used in) from financing activities     (4,854 )     3,402  
                 
Foreign exchange effect on cash and cash equivalents     3       (1 )
                 
Change in cash and cash equivalents     (1,182 )     (49 )
Cash and cash equivalents, beginning of period     4,314       598  
Cash and cash equivalents, end of period   $ 3,132     $ 549  

 

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

 

4

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 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. 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.

 

The unaudited condensed consolidated interim financial statements were approved by the Company’s Board of Directors on August 8, 2025.

 

2. BASIS OF PRESENTATION

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting” following the same 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 June 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   July 1, 2025 to September 30, 2025     21,000       $65.00 - $82.00  
Oil – WTI Costless Collars   July 1, 2025 to September 30, 2025     750       $65.00 - $80.50  
Oil – WTI Costless Collars   July 1, 2025 to September 30, 2025     21,900       $63.25 - $83.65  
Oil – WTI Costless Collars   July 1, 2025 to September 30, 2025     10,800       $62.75 - $82.00  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     10,800       $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   July 1, 2025 to September 30, 2025     54,000       $59.75 - $78.00  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     39,000       $59.00 - $77.30  
Oil – WTI Costless Collars   January 1, 2026 to March 31, 2026     48,000       $58.50 - $77.25  
Oil – WTI Costless Collars   October 1, 2025 to December 31, 2025     31,200       $58.75 - $78.00  
Oil – WTI Costless Collars   April 1, 2026 to June 30, 2026     48,300       $57.00 - $75.25  
Oil – WTI Deferred Put   January 1, 2026 to March 31, 2026     20,589       $50.00  
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  

 

5

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

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

 

The estimated fair value results in a $0.7 million net asset as of June 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 $0.8 million and a long term liability of $0.1 million (December 31, 2024: current asset of $0.2 million and a long term asset of $0.1 million).

 

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

 

        Total Volume Hedged     Price  
Commodity   Period   (BBLS)     ($/BBL)  
Oil – WTI Deferred Put   April 1, 2026 to June 30, 2026     9,900       $52.70  
Oil – WTI Costless Collars   October 1, 2026 to December 31, 2026     5,100       $52.60 - $70.00  

 

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

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 
    2025     2024     2025     2024  
                         
Realized gain (loss) on financial commodity contracts   $ 40     $ (242 )   $ 40     $ (583 )
                                 
Unrealized gain (loss) on financial commodity contracts   $ 490     $ 445     $ 455     $ (470 )

 

4. SUPPLEMENTAL CASH FLOW INFORMATION

 

Changes in non-cash flow working capital is comprised of the following source (use) of cash:

 

   

Six months ended

June 30,

 
    2025     2024  
             
Trade and other receivables   $ 6,073     $ (2,274 )
Deposits and prepaid expenses     72       241  
Trade and other payables     5,567       (8,721 )
Foreign currency     (1 )     1  
    $ 11,711     $ (10,753 )
                 
Related to operating activities   $ 3,685     $ (2,029 )
                 
Related to investing activities   $ 8,026     $ (8,724 )

 

6

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 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)     27,322       12       27,334  
Balance at June 30, 2025   $ 346,677     $ 1,459     $ 348,136  
                         
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     7,063       10       7,073  
Balance at June 30, 2025   $ 93,511     $ 1,402     $ 94,913  
                         
Net carrying amounts                        
                         
At December 31, 2024   $ 232,907     $ 55     $ 232,962  
At June 30, 2025   $ 253,166     $ 57     $ 253,223  

 

(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 $100 from capitalized stock-based compensation and $198 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     1,089  
Amortization     (506 )
Balance at June 30, 2025   $ 1,331  

 

7

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

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

 

7. EARNINGS PER SHARE

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 
    2025     2024     2025     2024  
Basic earnings per share                                
                                 
Net income   $ 2,853     $ 4,061     $ 8,618     $ 7,406  
                                 
Weighted average number of common shares - basic     35,518       35,644       35,501       35,635  
                                 
Net income per share – basic   $ 0.08     $ 0.11       0.24     $ 0.21  
                                 
Diluted earnings per share                                
                                 
Net income   $ 2,853     $ 4,061     $ 8,618     $ 7,406  
                                 
Effect of outstanding options and RSUs     777       1,084       831       1,084  
                                 
Weighted average number of common shares - diluted     36,295       36,728       36,332       36,719  
                                 
Net income per share – diluted   $ 0.08     $ 0.11     $ 0.24     $ 0.20  

 

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 $34.5 million at June 30, 2025. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the third quarter of 2025. 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, 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.

 

8

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

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

 

The Company was in compliance with both covenants for the quarter ended June 30, 2025. At June 30, 2025, the Current Ratio of the US Subsidiary was 1.9 to 1.0 and the Maximum Leverage Ratio was 0.73 to 1.0 for the three months ended June 30, 2025.

 

At June 30, 2025, loans and borrowings of $30.5 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):

 

    Six months ended June 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 June 30     977,621     C$ 3.04       1,078,924     C$ 2.94  
                                 
Exercisable at June 30     854,891     C$ 2.81       746,496     C$ 2.23  
                                 
Weighted average share price on date of exercise     96,303     C$ 10.35       75,000     C$ 4.54  

 

The range of exercise prices for the outstanding 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       7.9  
$1.80 to $4.90     357,190       3.74       7.4  
$0.80 to $1.80     378,197       0.80       1.5  
      977,621     C$ 3.04       5.2  

 

9

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

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

 

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

 

    Six Months Ended June 30, 2024  
       
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):

 

    Six months ended June 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 June 30     509,959     C$ 9.36       232,125     C$ 4.53  

 

The fair value at grant date for the RSUs was $11.28 per RSU which was the closing share price on the date of grant.

 

Stock based compensation was recorded as follows:

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 
    2025     2024     2025     2024  
                         
Expensed   $ 488     $ 411     $ 725     $ 539  
                                 
Capitalized   $ 60     $ 62     $ 100     $ 85  

 

10

 

Notes to the unaudited Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

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

 

10. REVENUES

 

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

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 
    2025     2024     2025     2024  
                         
Oil revenue   $ 11,978     $ 16,701     $ 30,028     $ 33,249  
Natural gas revenue     809       147       2,127       592  
NGL revenue     1,001       830       2,655       2,081  
      13,790       17,678       34,810       35,922  
Royalties     (3,002 )     (3,763 )     (7,650 )     (7,781 )
    $ 10,788     $ 13,915     $ 27,160     $ 28,141  

 

11. INCOME TAXES AND DEFERRED TAXES

 

Income tax expense is charged at 24.7% for the three months ended June 30, 2025 and 25.3% for the six months ended June 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.

 

11

 

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

 

Exhibit 99.2

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

JUNE 30, 2025

 

 

Kolibri Global Energy Inc. | 1 | Second 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 six months ended June 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 six months ended June 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 August 8, 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 | Second Quarter 2025

 

 

OVERVIEW
Results at a Glance                        
                         
    Three Months ended     Six Months ended  
    June 30,     June 30,  
    2025     2024     2025     2024  
                         
Financial (US $000 except per share)                                
Oil and gas gross revenues     13,790       17,678       34,810       35,922  
Oil and gas revenues, net of royalties     10,788       13,915       27,160       28,141  
Net operating income(1)     9,050       11,806       23,195       23,786  
Net income     2,853       4,061       8,618       7,406  
Basic net income per share     0.08       0.11       0.24       0.21  
Diluted net income per share     0.08       0.11       0.24       0.20  
Cash flows from operating activities     9,487       7,318       22,494       17,013  
Adjusted EBITDA(2)     7,681       10,036       20,501       20,410  
Additions to property, plant and equipment     16,898       6,427       26,851       11,747  
                                 
Operating                                
Average production (Boepd)     3,220       3,128       3,646       3,216  
Average price ($/BOE)     47.06       62.10       52.75       61.37  
Netback from operations ($/BOE)(3)     29.66       40.40       34.05       39.66  
Netback including commodity contracts ($/BOE)(3)     29.79       39.56       34.11       38.67  
                                 
      June 30, 2025       Mar 31, 2025       Dec 31, 2024          
Balance Sheet                                
Cash and cash equivalents     3,132       4,878       4,314          
Total assets     262,817       254,620       248,759          
Working capital (deficiency)     (12,911 )     (5,653 )     (657 )        
Available borrowing capacity     34,542       22,542       16,542          
Total non-current liabilities     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.

 

 

Kolibri Global Energy Inc. | 3 | Second Quarter 2025

 

 

Highlights

 

The average production for the second quarter of 2025 was 3,220 BOEPD, an increase of 3% compared to second quarter 2024 production of 3,128 BOEPD. Average production for the six months ended June 30, 2025 was 3,646 BOEPD, an increase of 13% from the average production of 3,216 BOEPD in the same period of 2024. The increases are due to production from the wells that were drilled and completed in the last six months of 2024 partially offset by decreased production from wells that were shut-in during the completion operations for the four Lovina wells.

 

Net income in the second quarter of 2025 was $2.9 million, compared to net income of $4.1 million in the same period of 2024. The decrease was primarily due to lower net revenues due to a 24% decrease in average prices. Net income in the first six months of 2025 was $8.6 million, compared to net income of $7.4 million in the same period of 2024. The increase was due to realized and unrealized gains on commodity contracts in 2025 versus losses in 2024 and a decrease in operating and interest expense partially offset by lower revenues.

 

Adjusted EBITDA(1) was $7.7 million for the second quarter of 2025 compared to $10.0 million for the same period in 2024, a decrease of 23%. The decrease was primarily due to lower revenue due to a 24% decrease in average prices. Adjusted EBITDA(1) was $20.5 million for the six months ended June 30, 2025 compared to $20.4 million for the prior year period, as a decrease in revenue for the six months ended June 30, 2025 was offset by lower operating expenses and a realized loss on commodity contracts in the prior year period.

 

Net revenues for the second quarter of 2025 decreased by 22% compared to the second quarter of 2024. Net revenues for the first six months of 2025 decreased by 3% compared to the same period of 2024. The decrease was due to decreases in average prices and an 8% decrease in oil production.

 

Production and operating expense per barrel averaged $7.15 per BOE in the second quarter of 2025 compared to $8.48 per BOE in the second quarter of 2024, a decrease of 16%. Production and operating expense per barrel averaged $7.11 per BOE in the first six months of 2025 compared to $8.42 per BOE for the same period of 2024, a decrease of 16%. The decreases were due to natural gas and NGL processing costs adjustments in 2024 related to prior years as the purchaser reassessed prior year gathering and processing costs, which were $0.2 million, or $0.50 per BOE in the second quarter of 2024 and $0.8 million, or $1.23 per BOE in the six months ended June 30, 2024. The decreases were also due to lower water hauling costs in 2025 compared to the prior year periods.

 

Netback from operations(2) decreased to $29.66 per BOE in the second quarter of 2025 compared to $40.40 per BOE in in the same period of 2024, a decrease of 27%. Netback from operations(2) decreased to $34.05 per BOE in the six months ending June 30, 2025 compared to $39.66 per BOE in the six months ending June 30, 2024, a decrease of 14%. These decreases were due to lower average prices partially offset by lower operating costs per BOE. Netback including commodity contracts(2) for the second quarter of 2025 was $29.79 per BOE compared to $39.56 in 2024, a decrease of 25% from the prior year period. Netback including commodity contracts(2) for the six months ended June 30, 2025 was $34.11 per BOE, compared to $38.67, a decrease of 11% from the prior year period.

 

At June 30, 2025, the Company had $34.5 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.

 

 

Kolibri Global Energy Inc. | 4 | Second Quarter 2025

 

 

OPERATIONS UPDATE

 

Tishomingo Field, Ardmore Basin, Oklahoma

 

The average production for the second quarter of 2025 was 3,220 BOEPD, an increase of 3% compared to second quarter 2024 production of 3,128 BOEPD. The average production for the first six months of 2025 was 3,646 BOEPD, an increase of 13% compared to the same period of 2024 production of 3,216 BOEPD. The increases are due to production from the wells that were drilled and completed in the last six months of 2024 partially offset by decreased production from wells that were shut-in during the completion operations for the four Lovina wells.

 

During the second quarter of 2025, the Company drilled the first four wells in the 2025 drilling program, the Lovina 9-16-1H, 9-16-2H, 9-16-3H and 9-16-4H wells (100% working interest), under budget and quicker than forecasted. Completion operations on the Lovina wells were completed in July and the average 4-day production from the four wells ranged from 322 BOEPD to 643 BOEPD. while still cleaning up from the fracture stimulations. The wells are producing a higher percentage of oil than many of the Company’s previous wells and production tubing strings are currently being installed which has led to higher production based on past experience. During the second quarter, the Company shut in several existing wells during the completion operations of the Lovina wells which reduced quarterly production by approximately 540 BOEPD. All of the shut-in wells were brought back into production in July.

 

The Company also drilled the Forguson 17-20-3H well (46% working interest) in the second quarter of 2025 on its east side acreage with a large integrated oil company participating in the well. Completion operations have been completed on the well and it is currently starting flowback operations. The Company will also start drilling the 1.5 mile lateral Barnes 6-31-2H and Barnes 6-31-3H wells in August, which will then be completed along with the two previously drilled Velin wells.

 

Production and Revenue   Three months ended June 30     Six months ended June 30  
    2025     2024     %     2025     2024     %  
Average production (BOEPD)     3,220       3,128       3       3,646       3,216       13  
Average oil production (BOPD)     2,115       2,309       (8 )     2,477       2,366       5  
Average natural gas production (MCFPD)     2,880       1,916       50       3,339       2,143       56  
Average NGL production (BOEPD)     625       500       25       612       493       24  
Average oil price ($/bbl)     62.25       79.48       (22 )     66.96       77.20       (13 )
Average natural gas price ($/mcf)     3.09       0.84       268       3.52       1.52       132  
Average NGL price ($/bbl)     17.59       18.24       (4 )     23.95       23.18       3  
Average price ($/BOE)     47.06       62.10       (24 )     52.75       61.37       (14 )
Oil gross revenue ($000)     11,980       16,701       (28 )     30,024       33,249       (10 )
Natural gas gross revenue ($000)     809       147       450       2,127       592       259  
NGL gross revenue ($000)     1,001       830       21       2,655       2,081       28  

 

DISCUSSION OF OPERATING RESULTS

 

Oil production for the second quarter of 2025 was 2,115 BOPD compared to 2,309 BOPD for the same period of 2024, a decrease of 8% due to the wells that were shut-in during the second quarter of 2025 for the completion operations of the Lovina wells. Oil production for the first six months of 2025 was 2,477 BOPD compared to 2,366 BOPD for the same period of 2024, an increase of 5%. The increase was due to production from the wells that were drilled and completed at the end of 2024 partially offset by the decrease in production from the shut-in wells. Oil revenue decreased by 28% in the second quarter of 2025 compared to the same period of 2024 due to a decrease in oil prices of 22%, and the production decrease from the shut-in wells. Oil revenue decreased by 10% in the first six months of 2025 compared to the same period of 2024 due to a decrease in oil prices of 13% partially offset by the production increase.

 

For the second quarter of 2025, average natural gas production was 2,880 MCFPD compared to 1,916 MCFPD for the same period of 2024, an increase of 50%. Average natural gas production for the first six months of 2025 was 3,339 MCFPD compared to 2,143 MCFPD for the first six months of 2024. The increases are due to production from the wells that were drilled and completed at the end of 2024 partially offset by the shut-in wells. Natural gas revenue increased by 450% in the second quarter of 2025 compared to the same period in 2024 due to an increase in natural gas prices of 268% and the production increase. Natural gas revenue increased by 259% in the first six months of 2025 versus the same period in 2024 due to an increase in natural gas prices of 132% and the production increase.

 

 

Kolibri Global Energy Inc. | 5 | Second Quarter 2025

 

 

Natural gas liquids (NGL) production in the second quarter of 2025 increased to 625 BOEPD from 500 BOEPD in the same period of 2024, an increase of 25%. NGL production in the first six months of 2025 increased to 612 BOEPD from 493 BOEPD in the same period of 2024, an increase of 24%. The increases are due to production from the wells that were drilled and completed at the end of 2024 partially offset by the shut-in wells. NGL revenue increased by 21% in the second 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 28% in the first six months of 2025 compared to the same period in 2024 due to an increase in NGL prices of 3% and the production increase.

 

Average production on a per BOE basis was 3,220 BOEPD in the second quarter of 2025 compared to 3,128 BOEPD in the same period of 2024, an increase of 3%. Average production on a per BOE basis was 3,646 BOEPD in the first six months of 2025 compared to 3,216 BOEPD in the same period of 2024, an increase of 13%. The increase is due to the factors discussed above. Gross revenue for the second quarter of 2025 decreased by 22% compared to the second quarter of 2024 due to decrease in average prices and an 8% decrease in oil production. Gross revenue for the first six months of 2025 decreased by 3% compared to the same period of 2024 due to a decrease in average prices, partially offset by an increase in production.

 

Royalties, Operating Expenses and Netback      
       
    Three months ended
June 30
    Six months ended
June 30
 
($/BOE)   2025     2024     %     2025     2024     %  
Average price     47.06       62.10       (24 )     52.75       61.37       (14 )
Less: Royalties     10.25       13.22       (22 )     11.59       13.29       (13 )
Less: operating expenses(3)     7.15       8.48       (16 )     7.11       8.42       (16 )
Netback from operations(1)     29.66       40.40       (27 )     34.05       39.66       (14 )
Price adjustment from commodity contracts(2)     0.13       (0.84 )     -       0.06       (0.99 )     -  
Netback including commodity contracts(1)     29.79       39.56       (25 )     34.11       38.67       (12 )

 

(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 second quarter of 2025 and $0.7 million in the first six months of 2025 and compressor costs of $0.4 million in the second quarter of 2024 and $0.6 million in the first six months of 2024 that are accounted for as a lease under IFRS 16.

 

Average prices decreased by 24% in the second 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 second quarter of 2025 compared to 74% for the same period in 2024, partially due to the shut-in wells that produce a higher oil percentage. Average prices decreased by 14% in the first six months of 2024, compared to the same period in the prior year due to the price decrease in oil, partially offset by increases in gas and NGL prices as discussed above. Oil made up 68% of the production mix in the first six months of 2025 compared to 74% for the same period in 2024.

 

Royalties on Tishomingo production averaged approximately 21.8% for the second quarter of 2025 versus 21.3% in the second quarter of 2024. Royalties on Tishomingo production averaged approximately 22.0% for the first six months of 2025 versus 21.7% in the first six months of 2024. The differences in percentages in both periods are due to different royalty burdens on the various leases drilled by the Company.

 

 

Kolibri Global Energy Inc. | 6 | Second Quarter 2025

 

 

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. Operating expenses averaged $7.15 per BOE for the second quarter of 2025 compared to $8.48 per BOE for the same period in 2024. The decrease was partially due to natural gas and NGL processing costs of $0.2 million, or $0.50 per BOE, in 2024 related to prior years as the purchaser reassessed prior year gathering and processing costs. Operating expenses averaged $7.11 per BOE for the first six months of 2025 compared to $8.42 per BOE for the same period in 2024. The increase was due to natural gas and NGL processing costs of $0.8 million, or $1.23 per BOE in 2024, related to prior years as the purchaser reassessed prior year gathering and processing costs.

 

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 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 June 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 $0.7 million asset as of June 30, 2025 (December 31, 2024: $0.3 million asset) 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 $0.8 million and a long-term liability if $0.1 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 $1.7 million for the second quarter of 2025 versus $2.1 million for the second quarter of 2024. The second quarter of 2024 included natural gas and NGL processing costs of $0.2 million related to prior years as the purchaser reassessed prior year gathering and processing costs in 2024. Production and operating expenses were at $4.0 million for the first six months of 2025 versus $4.4 million for the first six months of 2024. The first six months of 2024 included natural gas and NGL processing costs of $0.8 million related to prior years as the purchaser reassessed prior year gathering and processing costs in 2024. Production and operating expenses for the first six months of 2025 increased from the prior year period due to the 13% production increase.

 

General and Administrative Expenses

 

G&A expense for the second quarter of 2025 was $1.4 million compared to $1.5 million for the same period of 2024, a decrease of 9%. G&A expense for the first six months of 2025 was $2.7 million compared to $2.8 million for the same period of 2024, a decrease of 4%. The decreases were primarily due to higher accounting fees in 2024 due to the NASDAQ listing at the end of 2023.

 

Depletion and Depreciation

 

Depletion and depreciation expense for the second quarter of 2025 was $3.5 million compared to $3.7 million in the same period of 2024. Depletion and depreciation expense on a per barrel basis was $12.00 for the second quarter of 2025 compared to $12.99 for the second quarter of 2024. Depletion and depreciation expense for the first six months of 2025 and 2024 was $7.6 million. Depletion and depreciation expense on a per barrel basis was $11.48 for the first six months of 2025 compared to $12.97 for the first six months of 2024.

 

 

Kolibri Global Energy Inc. | 7 | Second Quarter 2025

 

 

Interest on loans and borrowings

 

Interest on loans and borrowings decreased from $0.8 million in the second quarter of 2024 to $0.6 million for the same period of 2025. Interest on loans and borrowings decreased from $1.7 million in the first six months of 2024 to $1.3 million for the same period of 2024. The decreases were due to a decrease in interest rates in 2025 and a decrease in the outstanding balance in 2025 compared to 2024.

 

Income tax expense

 

Income tax expense was $0.9 million in the second quarter of 2025 versus $1.5 million in the same period of 2024 due to lower revenues in the second quarter of 2025. Income tax expense was $2.9 million in the first six months of 2025 versus $2.6 million in the same period of 2024 due to realized and unrealized gains on commodity contracts in 2025 versus losses in 2024 and a decrease in operating and interest expense partially offset by lower revenues.

 

Net income for the period

 

The Company had net income of $2.9 million ($0.08 per basic share) in the second quarter of 2025 compared to net income of $4.1 million ($0.11 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 decrease in revenue net of royalties of $3.1 million and a decrease in income tax expense of $0.5 million, partially offset by a net gain in realized and unrealized financial commodity contracts in the second quarter of 2025 totaling $0.5 million versus a net gain of $0.2 million in the same period of 2024, a decrease in operating expenses of $0.4 million, an increase in other income of $0.3 million, a decrease in depletion, depreciation and accretion of $0.2 million, and a decrease in interest expense on long term debt of $0.2 million.

 

The Company had net income of $8.6 million ($0.24 per basic share) in the first six months of 2025 compared to net income of $7.4 million ($0.21 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 gain in realized and unrealized financial commodity contracts in the first six month of 2025 totaling $0.5 million versus a net loss of $1.0 million in the same period of 2024, a decrease in interest expense on long term debt of $0.4 million, a decrease in operating expenses of $0.4 million, an increase in other income of $0.3 million, partially offset by a decrease in revenue net of royalties of $1.0 million, an increase in income tax expense of $0.3, and an increase in stock based compensation of $0.2 million.

 

Cash from operating activities

 

Cash flows from operating activities for the first six months of 2025 was $22.5 million compared to cash flows from continuing operating activities of $17.0 million in the same period of 2024. The increase is due to lower operating expenses and a realized gain from commodity contracts in 2025 as well as the difference in timing of working capital changes between 2025 and 2024.

 

Cash flows from financing activities

 

Cash flows used in financing activities for the first six months of 2025 was $4.9 million compared to cash flows from financing activities of $3.4 million in the same period of 2024. The decrease is due to net proceeds from loans and borrowings of $3.6 million in 2025 compared to net repayments of loans and borrowings of $4.0 million in 2024. The company also repurchased common shares in the first six months of 2025 totaling $0.7 million pursuant to the Bid (as defined below). See “Normal Course Issuer Bid”.

 

 

Kolibri Global Energy Inc. | 8 | Second Quarter 2025

 

 

CAPITAL EXPENDITURES

 

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

 

 

($000)

   

Six Months Ended

June 30,

 
      2025       2024  
                 
Additions to oil and gas properties   $ 26,851     $ 11,747  
    $ 26,851     $ 11,747  

 

LIQUIDITY AND CAPITAL RESOURCES
             
(000s; other than number of shares and per share amounts)   At June 30, 2025     At December 31, 2024  
             
Working Capital (Deficiency) (US$)   $ (12,911 )   $ (657 )
                 
Loans and Borrowings (US$)   $ 30,458     $ 33,458  
                 
Shares Outstanding, end of period     35,588,470       35,460,309  
                 
Market Price per share (in Canadian $)   $ 9.37     $ 7.74  
Market Value of Shares (in Canadian $)   $ 333,464     $ 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 utilized 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 $34.5 million at June 30, 2025. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the third quarter of 2025. 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, 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 June 30, 2025. At June 30, 2025, the Current Ratio of the US Subsidiary was 1.90 to 1.0 and the Maximum Leverage Ratio was 0.73 to 1.0 for the three months ended June 30, 2025.

 

 

Kolibri Global Energy Inc. | 9 | Second Quarter 2025

 

 

At June 30, 2025, loans and borrowings of $30.5 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 June 30, 2025, the Company had a working capital deficit of $12.9 million compared to a working capital deficit of $0.7 million at December 31, 2024. The Company had available borrowing capacity of $34.5 million at June 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.

 

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 contractual maturities of financial liabilities at June 30, 2025:

 

($000s)     Carrying amount       2025       2026       2027      

 

Thereafter

 
                                         
Leases     1,445       605       836       4       -  
Loans and borrowings*     30,458       -       -       -       30,458  
Trade and other payables     20,099       20,099       -       -       -  
    $ 52,002     $ 20,704     $ 836     $ 4     $ 30,458  

 

*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 | Second Quarter 2025

 

 

QUARTERLY SUMMARY

 

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

 

    2025     2024     2023  
($000, except as noted)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
                                                 
Daily Production                                                                
Oil (BOPD)     2,115       2,844       3,097       2,247       2,309       2,423       2,245       2,083  
                                                                 
Natural gas (MCFPD)     2,880       3,803       3,615       1,948       1,916       2,371       1,428       1,565  
                                                                 
NGLs (BOEPD)     625       599       740       460       500       487       359       393  
Average production (BOEPD)     3,220       4,077       4,440       3,032       3,128       3,305       2,842       2,737  

 

    2025     2024     2023  
($000, except as noted)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
                                                 
Average Price                                                                
Oil ($/bbl)     62.25       70.51       69.00       74.48       79.48       75.03       78.51       79.70  
                                                                 
Natural gas ($/mcf)     3.09       3.85       2.82       1.21       0.84       2.06       2.32       2.71  
                                                                 
NGL ($/bbl)     17.59       30.67       23.38       20.60       18.24       28.25       20.41       19.84  
Average price ($/BOE)     47.06       57.28       54.32       59.09       62.10       60.66       65.76       65.04  

 

    2025     2024     2023  
($000, except as noted)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
                                                 
Netback(1)                                                                
Average price ($/BOE)     47.06       57.28       54.32       59.09       62.10       60.66       65.76       65.04  
                                                                 
Royalties     10.25       12.66       11.79       12.45       13.22       13.36       14.34       14.42  
                                                                 
Operating expenses (4)     7.15       7.07       6.59       6.63       8.48       8.36       7.02       7.34  
                                                                 
Netback from operations(1)     29.66       37.55       35.94       40.01       40.40       38.94       44.40       43.28  
                                                                 
Price adjustment from commodity contracts     0.13       -       (0.04 )     (0.06 )     (0.84 )     (1.13 )     (0.97 )     (1.63 )
Netback including commodity contracts(1)     29.79       37.55       35.90       39.95       39.54       37.81       43.43       41.65  

 

 

Kolibri Global Energy Inc. | 11 | Second Quarter 2025

 

 

    2025     2024     2023  
($000, except as noted)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
                                                 
Net operating income(2)                                                                
Oil and gas revenue     13,790       21,020       22,185       16,485       17,678       18,244       17,192       16,378  
                                                                 
Royalties     3,002       4,648       4,812       3,476       3,762       4,018       3,748       3,632  
                                                                 
Operating expenses     1,738       2,227       2,354       1,524       2,109       2,246       1,567       1,628  
      9,050       14,145       15,019       11,485       11,807       11,980       11,877       11,118  

 

    2025     2024     2023  
($000, except as noted)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
                                                 
Net income     2,853       5,765       5,643       5,066       4,061       3,345       4,797       2,319  
                                                                 
Basic income ($/share)     0.08       0.16       0.16       0.14       0.11       0.09       0.14       0.07  
                                                                 
Adjusted EBITDA(3)     7,681       12,820       13,493       10,136       10,036       10,374       10,502       9,536  
                                                                 
Cash flows from operating activities     9,487       13,007       10,093       11,783       7,318       9,695       9,974       9,631  
                                                                 
Bank debt     29,702       27,277       33,240       30,711       33,678       31,667       29,612       23,809  
                                                                 
Total assets     262,817       254,620       248,759       237,438       230,975       229,191       224,357       211,745  

 

(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 second quarter of 2025 and $0.7 million in the first six months of 2025 and compressor costs of $0.4 million in the second quarter of 2024 and $0.6 million in the first six months of 2024 that are accounted for as a lease under IFRS 16.

 

 

Kolibri Global Energy Inc. | 12 | Second Quarter 2025

 

 

Quarterly Variability

 

The results of the previous eight quarters reflect the Company’s development of the Tishomingo field with production increasing from 2,737 BOEPD in the third quarter of 2023 to 3,220 BOEPD in the second 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 $62.25 in the second quarter of 2025 from a high of $79.70 in the third quarter of 2023. Oil prices have increased 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, Adjusted EBITDA was $9.5 million in the third quarter of 2023 and has generally increased in subsequent quarters. The second quarter of 2025 adjusted EBITDA decreased to $7.6 million due to lower prices during the quarter and a temporary shut-in of wells during completion operations.

 

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 $2.3 million in the third quarter of 2023 and has generally continued to grow over the last eight quarters. The lower commodity prices and temporary shut-in of wells during the second quarter of 2025 reduced net income to $2.9 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 $23.8 million to $29.7 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 below 1.0.

 

(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:

 

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.

 

 

Kolibri Global Energy Inc. | 13 | Second Quarter 2025

 

 

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 35,420,833, 35,555,133 and 35,460,309 common shares outstanding as of August 8, 2025, June 30, 2025 and December 31, 2024, respectively. The Company had 977,621, 977,621, and 1,073,924 stock options outstanding as of August 8, 2025, June 30, 2025 and December 31, 2024, respectively. The Company had 509,959, 509,959, and 232,125 restricted share units (RSUs) outstanding as of August 8, 2025, June 30, 2025 and December 31, 2024, respectively.

 

NORMAL COURSE ISSUER BID

 

On September 16, 2024, 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 1,786,798 common shares, being approximately 5% of the total number of 35,735,965 common shares issued and outstanding as at September 10, 2024, 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.

 

During the first six months of 2025, the Company repurchased 89,337 common shares at an average price of US$7.31 per share.

 

 

Kolibri Global Energy Inc. | 14 | Second Quarter 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 conflict between Russia and Ukraine
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 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.
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

 

 

Kolibri Global Energy Inc. | 15 | Second Quarter 2025

 

 

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 June 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 June 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 the economic environment changes. 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.

 

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.

 

 

Kolibri Global Energy Inc. | 16 | Second Quarter 2025

 

 

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 June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Net income     2,853       4,061       8,618       7,406  
                                 
Adjustments:                                
Income tax expense     936       1,451       2,917       2,642  
Finance income     (540 )     (445 )     (512 )     -  
Finance expense     713       1,101       1,460       2,872  
Share based compensation     488       411       725       539  
General and administrative expenses     1,409       1,528       2,734       2,793  
Depletion, depreciation and amortization     3,516       3,700       7,579       7,594  
Other income     (325 )     (1 )     (326 )     (60 )
Operating netback     9,050       11,806       23,195       23,786  
                                 
Netback from operations ($ per BOE)     29.66       40.40       34.05       39.66  

 

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.

 

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

 

(US $000)   Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Oil and gas revenue, net of royalties     10,788       13,915       27,160       28,141  
Operating expenses     1,738       2,109       3,965       4,355  
                                 
Net operating income     9,050       11,806       23,195       23,786  

 

 

Kolibri Global Energy Inc. | 17 | Second Quarter 2025

 

 

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 June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Net income     2,853       4,061       8,618       7,406  
Income tax expense     936       1,451       2,917       2,642  
Depletion and depreciation     3,516       3,700       7,579       7,594  
Accretion     73       44       124       89  
Interest expense     640       813       1,336       1,728  
Unrealized (gain) loss on commodity contracts     (490 )     (445 )     (455 )     470  
Share based compensation     488       411       725       539  
Interest income     (8 )     -       (16 )     -  
Other income     (325 )     (1 )     (326 )     (60 )
Foreign currency loss (gain)     (2 )     2       (1 )     2  
                                 
Adjusted EBITDA     7,681       10,036       20,501       20,410  

 

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.
(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.

 

 

Kolibri Global Energy Inc. | 18 | Second Quarter 2025

 

 

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.

 

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 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. | 19 | Second Quarter 2025

 

 

CORPORATE INFORMATION

 

DIRECTORS AND OFFICERS  
   
Evan Templeton1.2,3,5  
Director, Chairman of the Board  
   
Leslie O’Connor 2,3,4,5  
Director AUDITORS
  BDO USA, P.C.
David Neuhauser 1,3,4 Houston, TX, USA
Director  
   
Douglas Urch 1,2,5 BANKERS
Director BOK Financial
  Denver, CO, USA
Wolf Regener4  
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. | 20 | Second 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 June 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 11, 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 June 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 11, 2025

 

“Gary Johnson”  

 

Gary Johnson

Chief Financial Officer

 

 

 

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

 

Exhibit 99.5

 

925 Broadbeck Dr., Suite 220

Thousand Oaks, California 91320

Phone: (805) 484-3613

 

TSX ticker symbol; KEI

NASDAQ ticker symbol; KGEI

 

For Immediate Release

 

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES PRODUCTION INCREASE FOR THE SECOND QUARTER AND ANTICIPATES SIGNIFICANTLY HIGHER PRODUCTION FROM 9 NEW WELLS IN THE SECOND HALF OF 2025

 

THOUSAND OAKS, CALIFORNIA, August 11, 2025

 

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

 

SECOND QUARTER HIGHLIGHTS

 

Average production for the second quarter of 2025 was 3,220 BOEPD, an increase of 3% compared to the second quarter of 2024 average production of 3,128 BOEPD. The increase was due to production from the wells that were drilled and completed in the last half of 2024, partially offset by decreased production from wells that were shut-in during the completion operations for the four Lovina wells, which temporarily reduced quarter production by 540 boepd

 

The Company has repurchased over 207,000 common shares under its Normal Course Issuer Bid from April to July 2025 for an average price of US$6.42/share, bringing its total repurchases to over 504,000 shares since September 2024

 

Production and operating expense per barrel averaged $7.15 per BOE in the second quarter of 2025 compared to $8.48 per BOE in the second quarter of 2024, a decrease of 16%. The decrease was due to lower water hauling costs and natural gas and NGL processing costs adjustments in 2024 related to prior years as the purchaser reassessed prior year gathering and processing costs

 

General & Administrative (G&A) expense decreased by 9% primarily due to lower accounting fees compared to the prior year quarter, due to the listing on the NASDAQ stock market at the end of 2023

 

Net income in the second quarter of 2025 was $2.9 million and EPS was $0.08/share compared to $4.1 million and EPS of $0.11/share in the second quarter of 2024. The decrease was due to lower revenues

 

Adjusted EBITDA(1) was $7.7 million in the second quarter of 2025 compared to $10.0 million in the second quarter of 2024, a decrease of 23% due to a 24% decrease in average prices

 

Revenue, net of royalties was $10.8 million in the second quarter of 2025 compared to $13.9 million for second quarter of 2024, a decrease of 22% due to lower prices and lower oil production due to the shut-in wells

 

Average netback from operations(2) for the second quarter of 2025 was $29.66/boe, a decrease of 27% from the prior year second quarter due to lower average prices partially offset by lower operating costs per BOE

 

At June 30, 2025, the Company had $34.5 million of available borrowing capacity on its credit agreement

 

  Management will host an earnings conference call for investors this morning at 9:00 a.m. Pacific time to discuss the Company’s results and host a Q&A session. Interested parties are invited to participate by calling: 1-877-317-6789 or for international callers: 1-412-317-6789. Please request to be joined to the Kolibri Global Energy Inc. call

 

(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 is considered a non-GAAP ratio. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

 

 
2

 

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

 

“We are pleased that the Company’s wells continued to perform well with average production of 3,220 boepd despite a 540 boepd reduction due to several wells that were temporarily shut-in during the quarter for the Lovina wells completion. The Company generated Adjusted EBITDA of $7.7 million during the quarter, despite average prices decreasing by 24% and several wells being temporarily shut-in. All of the shut-in wells are now back online, some of which, as expected, are being dewatered.

 

“As we announced last week, the Lovina wells started production in late July under a controlled flowback with the average 4-day production from the four wells ranging from 322 boepd to 643 boepd, while still cleaning up from the fracture stimulations. The wells are producing a higher percentage of oil than many of our previous wells, and we are running production tubing strings this week, which could lead to higher production based on our past experience. The Forguson 17-20-3H well has just started flowback operations. Cleanup of the fracture stimulation fluid is anticipated to take longer to get stabilized flow rates than the wells in the heart of our field, since it is shallower. The Company will start drilling the 1.5 mile lateral Barnes 6-31-2H and Barnes 6-31-3H wells this week, which will then be completed along with the two previously drilled Velin wells. We are excited for the second half of the year as the Company will be bringing nine wells into production, which we anticipate will significantly increase production and cash flow during the last two quarters of 2025.”

 

    Second Quarter           First Six Months        
    2025     2024     %     2025     2024     %  
                                     
Net Income   $ 2,853     $ 4,061       (30 )%   $ 8,618     $ 7,406       16 %
Net income per basic common share   $ 0.08     $ 0.11       (27 )%   $ 0.24     $ 0.21       14 %
Net Income per diluted common share   $ 0.08     $ 0.11       (27 )%   $ 0.24     $ 0.20       20 %
                                                 
Capital Expenditures   $ 16,898     $ 6,427       163 %   $ 26,851     $ 11,747       129 %
Adjusted EBITDA   $ 7,681     $ 10,036       (23 )%   $ 20,501     $ 20,410       - %
                                                 
Average Production (Boepd)     3,220       3,128       3 %     3,646       3,216       13 %
Average Price per Barrel   $ 47.06     $ 62.10       (24 )%   $ 52.75     $ 61.37       (14 )%
Average Netback from operations(2) per Barrel   $ 29.66     $ 40.40       (27 )%   $ 34.05     $ 39.66       (14 )%
Average Netback including commodity contracts(2) per Barrel   $ 29.79     $ 39.56       (25 )%   $ 34.11     $ 38.67       (12 )%

 

   

June 30,

2025

   

March 31,

2025

   

December 31,

2024

 
Cash and Cash Equivalents     3,132       4,878       4,314  
Working Capital     (12,911 )     (5,653 )     (657 )
Borrowing Capacity     34,542       22,542       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.

 

 
3

 

Second Quarter 2025 versus Second Quarter 2024

 

Oil and gas gross revenues totaled $13.8 million in the quarter versus $17.7 million in the second quarter of 2024, a decrease of 22%. Oil revenues decreased $4.7 million or 28% as average oil prices decreased by $17.23 per barrel or 22% and oil production was down by 8% due to the shut-in wells during the quarter. Natural gas revenues increased $0.7 million or 450% to $0.8 million as average natural gas prices increased by $2.25/mcf or 268% to $3.09/mcf and natural gas production increased by 50% to 2,880 mcfpd. Natural gas liquids (NGLs) revenues increased $0.2 million or 21% as NGL production increased 25% to 625 boepd partially offset by a 4% decrease in average NGL prices to $17.59/boe.

 

Average production for the second quarter of 2025 was 3,220 BOEPD, an increase of 3% compared to the second quarter of 2024 average production of 3,128 BOEPD due to production from the wells that were drilled in the last six months of 2024 partially offset by decreased production from wells that were shut-in during the completion operations for the four Lovina wells.

 

Production and operating expenses for the second quarter of 2025 were $1.7 million compared to $2.1 million in the prior year comparable period. The decrease was primarily due to higher water hauling costs in the prior year quarter and natural gas and NGL processing costs recorded in the second quarter of 2024 related to prior years as the purchaser reassessed prior year gathering and processing costs.

 

General and administrative expenses for the second quarter of 2025 was $1.4 million compared to $1.5 million for the second quarter of 2024, a decrease of 9%. The decrease was due to higher accounting fees in the prior year quarter due to the listing on the NASDAQ stock market at the end of 2023.

 

Finance expense decreased $0.4 million in the second quarter of 2025 compared to the prior year second quarter due to lower interest expense as a result of lower interest rates and an decrease in the outstanding bank loan balance in 2025.

 

FIRST SIX MONTHS 2025 HIGHLIGHTS

 

Average production for the first six months of 2025 was 3,646 BOEPD, an increase of 13% compared to the first six months of 2024 average production of 3,216 BOEPD. The increase is due to production from the wells that were drilled and completed in the last six months of 2024

 

Net income in the first six months of 2025 was $8.6 million and EPS was $0.24/share compared to $7.4 million and EPS of $0.21/share in the first six months of 2024. The increase was due to realized and unrealized gains on commodity contracts in 2025 versus losses in 2024 and a decrease in operating and interest expense partially offset by lower revenues

 

Adjusted EBITDA(1) was $20.5 million in the first six months of 2025 compared to $20.4 million in the first six months of 2024, as a decrease in revenue for the first six months of 2025 was offset by lower operating expenses and a realized loss on commodity contracts in the prior year period.

 

Production and operating expense per barrel averaged $7.11 per BOE in the first six months of 2025 compared to $8.42 per BOE in the first six months of 2024, a decrease of 16%. The decrease was due to lower water hauling costs and due to natural gas and NGL processing costs adjustments in 2024 related to prior years as the purchaser reassessed prior year gathering and processing costs

 

 
4

 

Revenue, net of royalties was $27.2 million in the first six months of 2025 compared to $28.1 million for first six months of 2024, a decrease of 3%, due to a 14% decrease in average prices partially offset by a 13% increase in production

 

Average netback from operations(2) for the first six months of 2025 was $34.05/boe, a decrease of 14% from the prior year period due to lower average prices

 

(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 Six Months of 2025 versus First Six Months of 2024

 

Oil and gas gross revenues totaled $34.8 million in the first six months of 2025 versus $35.9 million in the first six months of 2024, a decrease of 3%. Oil revenues decreased $3.2 million or 10% as average oil prices decreased by $10.24 per barrel or 13% which was partially offset by a 5% increase in oil production to 2,477 boepd. Natural gas revenues increased $1.5 million or 259% to $2.1 million as average natural gas prices increased by $2.00/mcf or 132% to $3.52/mcf and natural gas production increased by 56% to 3,339 mcfpd. Natural gas liquids (NGLs) revenues increased $0.6 million or 28% as NGL production increased by 24% to 612 boepd and average NGL prices increased 3% to $23.95/boe.

 

Average production for the first six months of 2025 was 3,646 BOEPD, an increase of 13% compared to the first six months 2024 average production of 3,216 BOEPD. The increases are due to production from the wells that were drilled and completed in the last six months of 2024.

 

Production and operating expense was $3.9 million in the first six months of 2025 compared to $4.4 million for the same period of 2024, a decrease of 9%. The decrease was primarily due to higher water hauling costs in the prior year period and natural gas and NGL processing costs recorded in the second quarter of 2024 related to prior years, as the purchaser reassessed prior year gathering and processing costs.

 

Finance income increased by $0.5 million for the first six months of 2025 due to realized and unrealized gains on commodity contracts in 2025.

 

Finance expense decreased $1.4 million in the first six months of 2025 compared to the prior year comparable period due to realized and unrealized losses on commodity contracts in 2024 and lower interest expense as a result of lower interest rates and a decrease in the outstanding bank loan balance in 2025.

 

 
5

 

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

 

    June 30     December 31  
    2025     2024  
Current Assets                
Cash and cash equivalents   $ 3,132     $ 4,314  
Accounts receivables and other receivables     3,660       9,733  
Deposits and prepaid expenses     646       718  
Fair value of commodity contracts     825       254  
      8,263       15,019  
Non-current assets                
Property, plant and equipment     253,223       232,962  
Right of use assets     1,331       748  
Fair value of commodity contracts     -       30  
      254,554       233,740  
                 
Total Assets   $ 262,817     $ 248,759  
                 
Current Liabilities                
Accounts payable and other payables   $ 20,099     $ 15,090  
Lease liabilities     1,075       586  
      21,174       15,676  
                 
Non-current liabilities                
Loans and borrowings     29,702       33,240  
Asset retirement obligations     2,414       2,168  
Lease liabilities     294       167  
Deferred taxes     10,755       8,701  
Fair value of commodity contracts     85       -  
      43,250       44,276  
                 
Equity                
Shareholders’ capital     295,490       295,309  
Treasury stock     (234 )     -  
Contributed surplus     26,401       25,380  
Accumulated deficit     (123,264 )     (131,882 )
Total Equity     198,393       188,807  
                 
Total Equity and Liabilities   $ 262,817     $ 248,759  

 

 
6

 

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)

 

    Second Quarter     First Six Months  
    2025     2024     2025     2024  
                         
Oil and natural gas revenue, net   $ 10,788     $ 13,915     $ 27,160     $ 28,141  
Other income     325       1       326       60  
      11,113       13,916       27,486       28,201  
                                 
Production and operating expenses     1,738       2,109       3,965       4,355  
Depletion and depreciation expense     3,516       3,700       7,579       7,594  
General and administrative expenses     1,409       1,528       2,734       2,793  
Stock based compensation     488       411       725       539  
      7,151       7,748       15,003       15,281  
                                 
Finance income     540       445       512       -  
Finance expense     (713 )     (1,101 )     (1,460 )     (2,872 )
Income tax expense     (936 )     (1,451 )     (2,917 )     (2,642 )
Net income     2,853       4,061       8,618       7,406  
Basic net income per share   $ 0.08     $ 0.11     $ 0.24     $ 0.21  
Diluted net income per share   $ 0.08     $ 0.11     $ 0.24     $ 0.20  

 

 
7

 

KOLIBRI GLOBAL ENERGY

SECOND QUARTER 2025

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

 

    Second Quarter     First Six Months  
    2025     2024     2025     2024  
Oil gross revenue   $ 11,978     $ 16,701     $ 30,028     $ 33,249  
Gas gross revenue     809       147       2,127       592  
NGL gross revenue     1,001       830       2,655       2,081  
Oil and Gas gross revenue     13,790       17,678       34,810       35,922  
                                 
Adjusted EBITDA(1)     7,681       10,036       20,501       20,410  
Capital expenditures     16,898       6,427       26,851       11,747  

 

Statistics:   Second Quarter     First Six Months  
    2025     2024     2025     2024  
Average oil production (Bopd)     2,115       2,309       2,477       2,366  
Average natural gas production (mcf/d)     2,880       1,916       3,339       2,143  
Average NGL production (Boepd)     625       500       612       493  
Average production (Boepd)     3,220       3,128       3,646       3,216  
Average oil price ($/bbl)   $ 62.45     $ 79.48     $ 66.96     $ 77.20  
Average natural gas price ($/mcf)   $ 3.09     $ 0.84     $ 3.52     $ 1.52  
Average NGL price ($/bbl)   $ 17.59     $ 15.97     $ 23.95     $ 23.18  
                                 
Average price ($/boe)   $ 47.6     $ 62.10     $ 52.75     $ 61.37  
Less: Royalties ($/boe)     10.25       13.22       11.59       13.29  
Less: Operating expenses $/boe)     7.15       8.48       7.11       8.42  
Netback from operations(2) ($/boe)   $ 29.66     $ 40.40     $ 34.05     $ 39.66  
Price adjustment from commodity contracts ($/boe)     0.13       (0.84)       0.06       (0.99)  
Netback including commodity contracts(2) ($/boe)   $ 29.79     $ 39.56     $ 34.11     $ 38.67  

 

(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.

 

The information outlined above is extracted from and should be read in conjunction with the Company’s unaudited financial statements for the three and six months ended June 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.

 

 
8

 

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

June 30,

   

Six months ended

June 30,

 
    2025     2024     2025     2024  
Net income     2,853       4,061       8,618       7,406  
                                 
Adjustments:                                
Income tax expense     936       1,451       2,917       2,642  
Finance income     (540 )     (445 )     (512 )     -  
Finance expense     713       1,101       1,460       2,872  
Share based compensation     488       411       725       539  
General and administrative expenses     1,409       1,528       2,734       2,793  
Depletion, depreciation and amortization     3,516       3,700       7,579       7,594  
Other income     (325 )     (1 )     (326 )     (60 )
Operating netback     9,050       11,806       23,195       23,786  
                                 
Netback from operations per BOE     29.66       40.40       34.05       39.66  

 

 
9

 

The following is the reconciliation of the non-GAAP measure adjusted EBITDA to the comparable financial measures disclosed in the Company’s financial statements:

 

(US $000)   Three months ended
June 30,
    Six months ended
June 30,
 
    2025     2024     2025     2024  
Net income     2,853       4,061       8,618       7,406  
                                 
Income tax expense     936       1,451       2,917       2,642  
Depletion and depreciation     3,516       3,700       7,579       7,594  
Accretion     73       44       124       89  
Interest expense     640       813       1,336       1,728  
Unrealized (gain) loss on commodity contracts     (490 )     (445 )     (455 )     470  
Share based compensation     488       411       725       539  
Interest income     (8 )     -       (16 )     -  
Other income     (325 )     (1 )     (326 )     (60 )
Foreign currency loss (gain)     (2 )     2       (1 )     2  
                                 
Adjusted EBITDA     7,681       10,036       20,501       20,410  

 

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.

 

 
10

 

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, projected increases in production and cash flow, adjusted EBITDA and net debt, 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, 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 or increase, 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: the risk that 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, that 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 risk that 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.

 

 
11

 

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