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

 

Exhibit 99.2

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

MARCH 31, 2026

 

Kolibri Global Energy Inc. | 1 | First Quarter 2026

 

 

 

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 three months ended March 31, 2026, 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 three months ended March 31, 2026 and the audited consolidated financial statements and MD&A for the year ended December 31, 2025. The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively “IFRS Accounting Standards”). 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, as an indicator of the Company’s performance.

 

This report is prepared as of May 13, 2026. 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 | First Quarter 2026

 

 

OVERVIEW

Results at a Glance

 

   Three Months ended 
   March 31, 
   2026   2025 
Financial (US $000 except per share)          
Oil and gas net revenues   19,569    16,372 
Oil and gas gross revenues   24,664    21,020 
Net income and comprehensive income   4,027    5,765 
Basic net income per share   0.11    0.16 
Diluted net income per share   0.11    0.16 
Cash flows from operating activities   11,091    13,007 
Net operating income(1)   16,635    14,145 
Adjusted EBITDA(2)   14,818    12,820 
Additions to property, plant and equipment   1,872    9,953 
           
Operating          
Average production (Boepd)   4,685    4,077 
Average price ($/BOE)   58.49    57.28 
Netback from operations ($/BOE)(3)   38.41    37.55 
Netback including commodity contracts ($/BOE)(3)   37.72    37.55 

 

   March 31,   December 31, 
   2026   2025 
Balance Sheet (US $000)          
Cash and cash equivalents   2,692    2,797 
Total assets   294,305    293,942 
Working capital (deficiency)   (5,082)   (12,573)
Available borrowing capacity   16,542    15,542 
Total non-current liabilities   64,776    65,464 

 

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

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

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

 

Highlights

 

The average production for the first quarter of 2026 was 4,685 BOEPD, an increase of 15% compared to first quarter 2025 production of 4,077 BOEPD. The increase is due to production from the wells that were drilled and completed during 2025.

 

Net revenues for the first quarter of 2026 increased by 20% compared to the first quarter of 2025. The increase was due to a 15% increase in production and a 2% increase in average prices.

 

Kolibri Global Energy Inc. | 3 | First Quarter 2026

 

 

Net income in the first quarter of 2026 was $4.0 million, compared to net income of $5.8 million in the same period of 2025. The decrease was due to a mark-to-market unrealized loss on commodity contracts of $2.9 million in the first quarter of 2026 due to the significant increase in oil prices in 2026.

 

Adjusted EBITDA(1) was $14.8 million for the first quarter of 2026 compared to $12.8 million for the first quarter of 2025, an increase of 16%. The increase was primarily due to the increase in revenue partially offset by higher operating expenses from the higher production in the first quarter of 2026.

 

Production and operating expense per barrel averaged $8.00 per BOE in the first quarter of 2026 compared to $7.07 per BOE in the first quarter of 2025. The increase was due to workover costs on a non-operated well, as well as a smaller amount due to the Company’s gas purchaser reassessing prior year gathering and processing fees, which together totaled $0.2 million in the first quarter of 2026. This added $0.48 per BOE to the first quarter 2026 operating expenses. The increase was also due to higher water hauling costs compared to the prior year first quarter.

 

Netback from operations(2) increased to $38.41 per BOE in the first quarter of 2026 compared to $37.55 per BOE in the same period of 2025, an increase of 2%. Netback including commodity contracts(2) for the first quarter of 2026 was $37.72 per BOE compared to $37.55 per BOE in 2025. The increases were due to higher average prices in the first quarter of 2026 compared to the prior year quarter.

 

At March 31, 2026, the Company had $16.5 million of available borrowing capacity on the credit facility and was in compliance with both of its debt covenants. In May 2026, the credit facility was redetermined and the borrowing capacity was increased from $65 million to $75 million.

 

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

 

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

 

OPERATIONS UPDATE

 

Tishomingo Field, Ardmore Basin, Oklahoma

 

The average production for the first quarter of 2026 was 4,685 BOEPD, an increase of 15% compared to first quarter 2025 production of 4,077 BOEPD. The increase is due to production from the wells that were drilled and completed in 2025.

 

The Company is currently drilling three 1.5 mile lateral wells, the Clifton Mack 11-14-1H, 11-14-2H and the 11-14-3H wells (88.1% working interest). After drilling is complete, the Company plans to perform fracture stimulation operations on the wells with production currently expected in the third quarter of 2026.

 

Kolibri Global Energy Inc. | 4 | First Quarter 2026

 

 

Production and Revenue

 

   Three months ended March 31 
   2026   2025   % 
Average oil production (BOPD)   3,452    2,844    21 
Average natural gas production (mcf/d)   3,624    3,803    (5)
Average NGL production (BOEPD)   629    599    5 
Average production (BOEPD)   4,685    4,077    15 
Average oil price ($/bbl)   70.31    70.51    - 
Average natural gas price ($/mcf)   4.79    3.85    24 
Average NGL price ($/bbl)   22.21    30.67    (28)
Average price ($/BOE)   58.49    57.28    2 
Oil revenue ($000)   21,844    18,047    21 
Natural gas revenue ($000)   1,562    1,318    19 
NGL revenue ($000)   1,258    1,654    (24)

 

DISCUSSION OF OPERATING RESULTS

 

Oil production for the first quarter of 2026 was 3,452 BOPD compared to 2,844 BOPD for the same period of 2025, an increase of 21% due to the production from the wells drilled during 2025. Oil revenue increased by 21% in the first quarter of 2026 versus the same period of 2025 due to the increase in oil production.

 

For the first quarter of 2026, average natural gas production was 3,624 MCFPD compared to 3,803 MCFPD for the same period of 2025, a decrease of 5%. Natural gas revenue increased by 19% in the first quarter of 2026 versus the same period in 2025 due to the increase in natural gas prices of 24% partially offset by the decrease in production.

 

Natural gas liquids (NGL) production in the first quarter of 2026 increased to 629 BOEPD from 599 BOEPD in the comparable period of 2025, an increase of 5%. NGL revenue decreased by 24% in the first quarter of 2026 compared to the same period in 2025 due to a decrease in NGL prices of 28% partially offset by the production increase.

 

Average production on a per BOE basis was 4,685 BOEPD in the first quarter of 2026 compared to 4,077 BOEPD in the same period of 2025, an increase of 15%. The increase is due to the factors discussed above. Gross revenue for the first quarter of 2026 increased by 17% compared to the first quarter of 2025 due to an increase in production and an increase in average prices.

 

Royalties, Operating Expenses and Netback

 

   Three months ended 
   March 31, 
($/BOE)  2026   2025   % 
             
Average price   58.49    57.28    2 
Less: Royalties   12.08    12.66    (4)
Less: Operating expenses(3)   8.00    7.07    (13)
Netback from operations(1)   38.41    37.55    2 
Price adjustment from commodity contracts(2)   (0.69)   -    - 
Netback including commodity contracts(1)   37.72    37.55    - 

 

(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.

 

Kolibri Global Energy Inc. | 5 | First Quarter 2026

 

 

(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.

(3) Operating expenses include compressor costs of $0.4 million in the first quarter of 2026 and $0.4 million in the first quarter of 2025 that are accounted for as a lease under IFRS 16.

 

Average prices increased by 2% in the first quarter of 2026, compared to the same period in the prior year, due to a price increase in gas, partially offset by price decreases in oil and NGLs discussed above. Oil made up 74% of the production mix in the first quarter of 2026 compared to 70% for the same period in 2025.

 

Royalties on Tishomingo production averaged approximately 20.7% for the first quarter of 2026 versus 22.1% in the first quarter of 2025. The percentage differences are due to different royalty burdens on the wells produced by the Company.

 

Major production and operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Operating expenses averaged $8.00 per BOE for the first quarter of 2026 compared to $7.07 per BOE for the same period in 2025. The increase was due to workover costs on a non-operated well and the Company’s gas purchaser reassessing prior year gathering and processing fees which together totaled $0.2 million, or $0.48 per BOE, in the first quarter of 2026. The increase was also due to higher water hauling costs compared to the prior year first quarter.

 

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, fixed price contracts and deferred put 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 March 31, 2026 the Company had the financial commodity contracts as discussed in note 3 of the Company’s condensed consolidated financial statements to meet hedging requirements on its credit facility.

 

The estimated fair value for the financial oil contracts was a $2.3 million liability as of March 31, 2026 (December 31, 2025: $0.4 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 liability of $2.2 million and a long term liability of $0.1 million. (December 31, 2025: current asset of $0.4 million).

 

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

 

  

Three Months Ended

March 31,

 
($000s)  2026   2025 
Realized gain (loss) on financial commodity contracts  $(294)   - 
           
Unrealized gain (loss) on financial commodity contracts  $(2,877)   (35)

 

Kolibri Global Energy Inc. | 6 | First Quarter 2026

 

 

Production and Operating Expenses

 

Production and operating expenses were at $2.9 million for the first quarter of 2026 compared to $2.2 million in the first quarter of 2025. The increase was due to the increase in production and higher water hauling costs in the first quarter of 2026 compared to first quarter of 2025.

 

General and Administrative Expenses

 

G&A expense for the first quarter of 2026 was $1.5 million compared to $1.3 million in the first quarter of 2025, an increase of 15% compared to the prior year quarter due to an increase in consulting and legal costs.

 

Depletion, Depreciation and Amortization

 

Depletion, depreciation and amortization expense for the first quarter of 2026 was $5.0 million compared to $4.1 million in the same period of 2025. The increase was due to the increase in production in the first quarter of 2026 compared to the prior year first quarter. Depletion and depreciation expense on a per barrel basis was $11.96 for the first quarter of 2026 compared to $11.07 for the first quarter of 2025.

 

Interest on loans and borrowings

 

Interest on loans and borrowings were $1.1 million for the first quarter of 2026 compared to $0.7 million in the prior period first quarter, which was an increase of 24%. The increase is due to an increase in the outstanding loan balance in the first quarter of 2026 compared to the first quarter of 2025 partially offset by lower interest rates.

 

Income tax expense

 

Income tax expense decreased from $2.0 million in the first quarter of 2025 to $1.4 million in the same period of 2026 due to lower pre-tax income.

 

Net income for the period

 

The Company had net income of $4.0 million ($0.11 per basic share) in the first quarter of 2026 compared to net income of $5.8 million ($0.16 per basic share) for the same period of 2025. The change in net income in 2026 compared to the same period in 2025 is due to higher realized and unrealized losses in financial commodity contracts in the first quarter of 2026 of $3.1 million, an increase in depletion, depreciation and accretion of $1.0 million, an increase in operating expenses of $0.7 million, an increase in interest expense of $0.4 million and an increase in general and administrative expense of $0.2 million, partially offset by an increase in revenue net of royalties of $3.2 million and a decrease in income tax expense of $0.6 million.

 

Cash from operating activities

 

Cash flows from operating activities for the first quarter of 2026 was $11.1 million compared to cash flows from continuing operating activities of $13.0 million in the same period of 2025. The decrease is due to the difference in timing of working capital changes between 2026 and 2025.

 

Cash used in investing activities

 

Cash flows used in investing activities for the first quarter of 2026 was $9.6 million compared to cash flows used in investing activities of $6.0 million in the same period of 2025. The increase was due to the difference in timing of working capital changes between 2026 and 2025 partially offset by higher capital expenditures in the first quarter of 2025 compared to 2026.

 

Kolibri Global Energy Inc. | 7 | First Quarter 2026

 

 

Cash flows from financing activities

 

Cash flows used in financing activities for the first quarter of 2026 was $1.6 million compared to cash flows used in financing activities of $6.4 million in the first quarter of 2025. The decrease is due to a net repayment of $1.0 million on loans and borrowings in 2026 compared to net repayments on loans and borrowings of $6.0 million in 2025.

 

CAPITAL EXPENDITURES

 

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

 

($000)   2026    2025 
Additions to oil and gas properties  $1,872   $9,953 
  $1,872   $9,953 

 

LIQUIDITY AND CAPITAL RESOURCES

 

(000s; other than number of shares and per share amounts)  March 31, 2026   December 31, 2025 
         
Working Capital (Deficiency) (US$)  $(5,082)  $(12,573)
           
Loans and Borrowings (US$)  $48,458   $49,458 
           
Shares Outstanding, end of period   35,474,306    35,471,833 
           
Market Price per share (in Canadian $)  $7.68   $5.41 
Market Value of Shares (in Canadian $)  $272,443   $191,903 

 

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

 

The borrowing base of the credit facility is $65.0 million and the Company has an available borrowing capacity of $16.5 million at March 31, 2026. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The credit facility was redetermined in October 2025 at the same $65 million borrowing capacity. In May 2026, the credit facility was redetermined with an increase in borrowing capacity to $75 million . 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.

 

Kolibri Global Energy Inc. | 8 | First Quarter 2026

 

 

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts and the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDAX amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDAX 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 March 31, 2026. At March 31, 2026, the Current Ratio of the US Subsidiary was 1.76 to 1.0 and the Maximum Leverage Ratio was 1.17 to 1.0 for the three months ended March 31, 2026.

 

At March 31, 2026, loans and borrowings of $48.5 million (December 31, 2025: $49.5 million) are presented net of loan acquisition costs of $0.7 million (December 31, 2025: $0.7 million).

 

At March 31, 2026, the Company had a working capital deficit of $5.1 million compared to a working capital deficit of $12.6 million at December 31, 2025. The Company had available borrowing capacity of $16.5 million at March 31, 2026. 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.

 

Kolibri Global Energy Inc. | 9 | First Quarter 2026

 

 

CONTRACTUAL OBLIGATIONS

 

The following are the undiscounted contractual maturities of financial liabilities at March 31, 2026:

 

   Total   2026   2027   Thereafter 
Liabilities ($000s)                    
Lease payable  $1,808   $1,179   $622   $7 
Loans and borrowings*   48,458    2,762    3,683    53,983 
Accounts payable and other payables   16,754    16,754    -    - 
Fair value of commodity contracts   2,283    2,087    196      
   $81,273   $22,782   $4,501   $53,990 

 

*The Credit Facility provides for interest only payments until the June 2029 maturity date which are included in the table. The average interest rate at March 31,2026 was 7.6% 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 | First Quarter 2026

 

 

QUARTERLY SUMMARY

 

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

 

   2026   2025   2024 
   Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
                                 
Daily Production                                        
Oil (BOPD)   3,452    3,131    2,809    2,115    2,844    3,097    2,247    2,309 
Natural gas (MCFPD)   3,624    3,639    3,861    2,880    3,803    3,615    1,948    1,916 
NGLs (BOEPD)   629    755    801    625    599    740    460    500 
                                         
                                         
Average production (BOEPD)   4,685    4,493    4,254    3,220    4,077    4,440    3,032    3,128 

 

   2026   2025   2024 
   Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
                                 
Average Price                                        
Oil ($/bbl)   70.31    57.11    63.93    62.25    70.51    69.00    74.48    79.48 
                                         
Natural gas ($/mcf)   4.79    2.56    2.71    3.09    3.85    2.82    1.21    0.84 
                                         
NGL ($/bbl)   22.21    15.05    19.74    17.59    30.67    23.38    20.60    18.24 
                                         
Average price ($/BOE)   58.49    44.39    48.38    47.06    57.28    54.32    59.09    62.10 

 

   2026   2025   2024 
($/BOE)  Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
                                 
Netback(1)                                        
Average price ($/BOE)   58.49    44.39    48.38    47.06    57.28    54.32    59.09    62.10 
Royalties   12.08    8.73    10.17    10.25    12.66    11.79    12.45    13.22 
Operating expenses(4)   8.00    7.67    7.37    7.15    7.07    6.59    6.63    8.48 
Netback from operations(1)   38.41    27.99    30.84    29.66    37.55    35.94    40.01    40.40 
Price adjustment from commodity contracts   (0.69)   0.32    0.05    0.13    -    (0.04)   (0.06)   (0.84)
Netback including commodity contracts(1)   37.72    28.31    30.89    29.79    37.55    35.9    39.95    39.54 

 

Kolibri Global Energy Inc. | 11 | First Quarter 2026

 

 

   2026   2025   2024 
($000, except as noted)  Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
                                 
Net operating income(2)                                        
Oil and gas gross revenue   24,664    18,349    18,935    13,790    21,020    22,185    16,485    17,678 
                                         
Royalties   5,095    3,609    3,980    3,002    4,648    4,812    3,476    3,762 
                                         
Operating expenses   2,934    2,778    2,500    1,738    2,227    2,354    1,524    2,109 
                                         
    16,635    11,962    12,455    9,050    14,145    15,019    11,485    11,807 

 

   2026   2025   2024 
($000, except as noted)  Q1   Q4   Q3   Q2   Q1   Q4   Q3   Q2 
                                 
Net income   4,027    3,261    3,598    2,853    5,765    5,643    5,066    4,061 
                                         
Basic net income ($/share)   0.11    0.09    0.10    0.08    0.16    0.16    0.14    0.11 
                                         
Adjusted EBITDA(3)   14,818    10,542    10,064    7,681    12,820    13,493    10,136    10,036 
                                         
Cash flows from operating activities   11,091    12,360    6,681    9,487    13,007    10,093    11,783    7,318 
                                         
Bank debt   47,794    48,757    45,732    29,702    27,277    33,240    30,711    33,678 
                                         
Total assets   294,305    293,942    282,087    262,817    254,620    248,759    237,438    230,975 

 

(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 2026, $1.5 million in 2025 and $1.2 million in 2024 that are accounted for as a lease under IFRS Accounting Standards 16.

 

Quarterly Variability

 

The results of the previous eight quarters reflect the Company’s development of the Tishomingo field with production increasing from 3,128 BOEPD in the second quarter of 2024 to 4,685 BOEPD in the first quarter of 2026. Changes in production have occurred between quarters due to the timing of drilling and completion operations and the temporary shut-in of wells.

 

Kolibri Global Energy Inc. | 12 | First Quarter 2026

 

 

Commodity prices decreased throughout 2025 but increased significantly during the first quarter of 2026. Oil prices decreased from $70.51 in the first quarter of 2025 down to $57.11 in the fourth quarter of 2025 before recovering to $70.31 in the first quarter of 2026.

 

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 2024, adjusted EBITDA has reflected this increase, although lower oil prices have impacted some quarters more than the production increase. Adjusted EBITDA was $10.0 million in the second quarter of 2024 and has generally increased or remained constant in subsequent quarters. The first quarter of 2026 adjusted EBITDA increased to $14.8 million due to higher production as well as higher prices during the quarter.

 

Net income, as well as basic earnings per share, is impacted by the Company’s production and average prices, but it is also impacted by quarterly unrealized gains or losses on the Company’s commodity contracts, which fluctuate from quarter to quarter, as well as increases in depletion expense. Net income was generally higher in 2024 due to higher oil prices. In 2025, net income fluctuated as the increase in production was offset by the decrease in average prices throughout the year. In the first quarter of 2026 net income was $4.0 million due to a $2.9 million mark-to-market unrealized loss on commodity contracts due to the significant increase in oil prices.

 

Total assets have increased over this period as the Company has continued to incur capital expenditures to develop the field and increase production since 2024.

 

The Company’s net bank debt has increased from $33.7 million to $47.8 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 low leverage ratio. The first quarter 2026 leverage ratio was 1.17 to 1.

 

(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 consolidated 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 the 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.

 

Kolibri Global Energy Inc. | 13 | First Quarter 2026

 

 

Discount rate – The discount rate used to calculate the net present value of cash flows is based on estimates of an industry peer group weighted average cost of capital. Changes in the economic environment could result in significant changes to this estimate.

 

Depletion of oil and gas assets

 

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

 

Asset retirement obligations

 

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

 

Income taxes

 

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

 

OUTSTANDING SHARE DATA

 

There were 35,630,862, 35,474,306 and 35,471,833 common shares outstanding as of May 13, 2026, March 31, 2026 and December 31, 2025, respectively. The Company had 859,954, 877,621 and 882,621 stock options outstanding as of May 13, 2026, March 31, 2026 and December 31, 2025, respectively. The Company had 672,896, 787,974, and 509,959 restricted share units (RSUs) outstanding as of May 13, 2026, March 31, 2026 and December 31, 2025, respectively.

 

NORMAL COURSE ISSUER BID

 

On September 19, 2025, the Company announced that the Toronto Stock Exchange (TSX) accepted a notice filed by the Company of its intention to make a normal course issuer bid (the “Bid”) to purchase up to an aggregate of 1,768,841 common shares, being approximately 5% of the total number of 35,376,833 common shares issued and outstanding as at September 10, 2025, through the facilities of the TSX and the Nasdaq Capital Market or through alternative Canadian trading platforms. The actual number of shares which may be purchased pursuant to the Bid will be determined by management of the Company. The price the Company will pay for any such common shares will be the prevailing market price at the time of purchase, and any such repurchased shares will be cancelled. Since September 19, 2025, the Company has purchased 97,759 common shares at an average price of US$4.10 per share under the Bid.

 

Kolibri Global Energy Inc. | 14 | First Quarter 2026

 

 

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

 

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 current ongoing global conflicts, including the war in Iran, which could affect global supply dynamics and lead to heightened price volatility. Increases in oil prices will benefit revenues in the short term but sustained geopolitical instability could lead to abrupt price swings and a potential global economic slowdown
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 limit on the number of common shares that the Company is authorized to issue being 37,367,894 (the “Share Limit”), without approval by the shareholders of the Company, which limit was passed at a requisitioned special meeting of the Company’s shareholders on November 25, 2025
risks related to the Credit Facility, including the risk that the Company could be required under the terms of the Credit Facility to prepay the outstanding principal amount and other amounts owing under the Credit Facility in certain circumstances, some of which are out of the Company’s control, including failure to comply with financial ratio tests, borrowing base redeterminations, Mr. Wolf Regener ceasing to be the President of Kolibri Global Energy Inc., certain changes to the board of directors of the Company and the acquisition by any person or persons acting jointly or in concert of 25% or more of the Company’s shares. There can be no assurance that the Company will be able to obtain sufficient capital to repay the Credit Facility. A failure by the Company to perform its obligations under the Credit Facility could result in, among other adverse effects, the loss of the Company’s Tishomingo Field assets. 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.

 

Kolibri Global Energy Inc. | 15 | First Quarter 2026

 

 

The Company seeks to mitigate these risks by:

 

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

 

DISCLOSURE CONTROLS AND PROCEDURES

 

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

 

The DC&P have been designed to provide reasonable assurance that material information relating to KEI is made known to the CEO and CFO by others and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by KEI under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company’s CEO and CFO have concluded, based on their evaluation that the Company’s DC&P and ICOFR are effective at March 31, 2026 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 March 31, 2026.

 

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 field as it generates sufficient cash flow, financing becomes available and within a favorable economic environment. In addition, the Company continues to utilize its technical and operational expertise to identify and acquire additional oil and gas 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. Current global conflicts, including the war in Iran, have caused volatility in the energy markets and a significant short term increase in oil prices but these factors have not impacted the Company’s current development plan for the field.

 

Kolibri Global Energy Inc. | 16 | First Quarter 2026

 

 

NON-GAAP MEASURES

 

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

 

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

 

The following is the reconciliation of the non-GAAP ratio netback from operations:

 

(US $000)  For the three months ended March 31, 
   2026   2025 
Net income   4,027    5,765 
           
Adjustments:          
Income tax expense   1,381    1,981 
Finance income   (2)   (8)
Finance expense   4,296    783 
Share based compensation   365    237 
General and administrative expenses   1,523    1,325 
Depletion, depreciation and amortization   5,045    4,063 
Other income   -    (1)
Operating netback   16,635    14,145 
           
Netback from operations  $38.41   $37.55 

 

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

 

Kolibri Global Energy Inc. | 17 | First Quarter 2026

 

 

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

 

(US $000)  For the three months ended March 31, 
   2026   2025 
Oil and gas revenue, net of royalties   19,569    16,372 
Less: production and operating expenses   2,934    2,227 
Net operating income   16,635    14,145 

 

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
March 31,
 
   2026   2025 
Net income   4,027    5,765 
Depletion, depreciation and amortization   5,045    4,063 
Accretion   67    51 
Interest expense   1,057    696 
Unrealized loss on commodity contracts   2,877    35 
Share based compensation   365    237 
Other income   -    (1)
Income tax expense   1,381    1,981 
Interest income   (2)   (8)
Foreign currency loss   1    1 
           
Adjusted EBITDA   14,818    12,820 

 

Product Type Disclosure

 

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

 

Cautionary Statements

 

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

 

Kolibri Global Energy Inc. | 18 | First Quarter 2026

 

 

(b)Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.
   
(c)Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.
   
(d)This MD&A and the Company’s other public disclosure contains peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that initial production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

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

 

Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled, declines will match the modeling, future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that well shut-ins will not materially reduce production or adversely affect future productivity, that anticipated results and estimated costs will be consistent with managements’ expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained, that the combination of cash on hand and cash flows from operating activities will be sufficient to finance the Company’s cash requirements through 2026, 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 | First Quarter 2026

 

 

CORPORATE INFORMATION

 

DIRECTORS AND OFFICERS

 

David Neuhauser 1,3,4  
Director, Chairman of the Board  
  AUDITORS
Glen Brown 1,2,3,4,5 BDO USA, P.C.
Director Houston, TX, USA
   
Lee Canaan 1,2,5 BANKERS
Director BOK Financial
  Denver, CO, USA
   
Murray Grigg 2,3,5  
Director Arvest Bank
  Oklahoma City, OK
   
Wolf Regener 4  
Director, President and Chief Executive Officer Royal Bank of Canada
  Calgary, AB
   
Gary Johnson  
Chief Financial Officer and Vice President CONSULTING ENGINEERS
  Netherland, Sewell & Associates, Inc.
1 Member of the Audit Committee Houston, TX, USA
2 Member of the Corporate Governance Committee  
3 Member of the Compensation Committee TRANSFER AGENT AND REGISTRAR
4 Member of the HS&E Committee Computershare Trust Company
5 Member of the Reserves Committee Calgary, AB
   
STOCK EXCHANGE LISTING HEAD OFFICE
The Toronto Stock Exchange Suite 220, 925 Broadbeck Drive
Trading Symbol: KEI Thousand Oaks, CA, USA 91320
NASDAQ Telephone: (805) 484-3613
Trading Symbol: KGEI Fax: (805) 484-9649
   
LEGAL COUNSEL CANADIAN OFFICE
DuMoulin Black LLP 15th Floor, 1111 West Hastings St.
Vancouver, BC Vancouver, BC, Canada V6E 2J3
  Telephone (604) 687-1224
Haynes Boone, LLP Fax: (604) 687-3635
New York, NY, USA  

 

Kolibri Global Energy Inc. | 20 | First Quarter 2026