40FR12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F

[Check one]

☒	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR
☐	ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended Commission File Number:

Kolibri Global Energy Inc.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

1311

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

925 Broadbeck Drive, Suite 220

Thousand Oaks, CA 91320

(805) 484-3613

(Address and telephone number of Registrant’s principal executive offices)

Gary Johnson

925 Broadbeck Drive, Suite 220

Thousand Oaks, CA 91320

(805) 484-3613

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Copies of all communications, including communications sent to agent for service, should be sent to:

Rick A. Werner, Esq.

Alla Digilova, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Tel. (212) 659-7300

Fax (212) 884-8234

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, no par value	KGEI	Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

For annual reports, indicate by check mark the information filed with this Form:

☐ Annual information form ☐ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

Kolibri Global Energy Inc. (the “Company”) is a Canadian public company whose common shares are listed on the Toronto Stock Exchange and the Over the Counter QX. The Company is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act (the “Registration Statement”). The Company is a “foreign private issuer” as defined by Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

References to the “Registrant” or “Company” in this Registration Statement mean Kolibri Global Energy Inc. and its subsidiaries, unless the context suggests otherwise.

PRINCIPAL DOCUMENTS

Each of the documents that is filed as an exhibit to this Registration Statement, as set forth in the Exhibit Index attached hereto, is incorporated by reference herein.

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.88, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.89 and Exhibit 99.90, inclusive, as set forth in the Exhibit Index attached hereto and as required by General Instruction D.(9) of Form 40-F.

FORWARD-LOOKING STATEMENTS

This Registration Statement and the exhibits attached hereto may contain certain forward-looking information and statements, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, including “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, and within the meaning of Canadian securities laws, collectively referred to as “forward-looking statements.” The forward-looking statements contained in this Registration Statement are made only as of the date hereof. The forward-looking statements contained in the exhibits incorporated by reference in this Registration Statement are made only as of the respective dates set forth in such exhibits. The Company does not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

Without limitation, these statements relate to the expectations of management about future events, results of operations and the Company’s future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate,” “plan,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “propose,” “might,” “may,” “will,” “shall,” “project,” “should,” “could,” “would,” “believe,” “predict,” “forecast,” “target,” “aim,” “pursue,” “potential,” “objective” and “capable” and the negative of these terms or other similar expressions are generally indicative of forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied on.

In particular, this Registration Statement and the exhibits attached hereto contain forward-looking information pertaining to the following: proposed timing and expected results of exploratory and development work including commencement and completion of drilling and fracture-stimulations and production from the Caney formation on the Company’s Oklahoma acreage; the effect of design and performance improvements on future productivity; crude natural gas, natural gas liquids and oil production estimates and targets; the size of the Company’s natural gas, natural gas liquids and oil reserves; planned capital expenditure programs and estimates; projections of market prices and costs; expectations regarding future supply and demand for oil and natural gas; expectations regarding the ability to raise capital and development or acquisition of reserves; anticipated treatment under governmental regulatory regimes and tax laws; and hypotheses regarding the geology of the basins in which the Company has operations and is conducting exploratory work.

This forward-looking information is based on a number of assumptions, including but not limited to: assumptions set out herein, assumptions described in the Company’s NI 51-101 Report, which is incorporated by reference into the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”) filed as Exhibit 99.1 to this Registration Statement, that the Company’s geologic models 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 anticipated results and estimated costs will be consistent with managements’ expectations, that the Company will be able to enter into, renew and/or extend leases and/or concessions in the manner and on the terms expected, that all required licenses, permits and approvals and the necessary labour and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, stability in the credit markets and continued willingness of lenders to lend capital to issuers such as the Company, continuing availability of funds for capital expenditures through internally generated cash, equity raises and/or farm-out arrangements, stability of the political and fiscal regimes in the countries in which the Company has operations, ability of the Company to hold the leases, concessions and projects in which it has interests and to find suitable industry partners and properties to acquire, stable future costs, availability of equipment and personnel when required for operations, continuing strong demand for oil and natural gas, that the Company will not experience unforeseen delays, unexpected geologic or other effects, equipment failures, permitting delays, delays in procurement of required equipment or personnel, labour or contract disputes, that royalty payments will be calculated and payable in the manner expected by the Company, that the Company’s financial condition and development plans and those of its co-venturers will not change, that the Company’s products can be sold in the manner and for the price expected, 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 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 or be otherwise adversely affected by risks associated with foreign operations, that storage and transportation facilities for Company’s products will be available, that global economic conditions– and in particular economic conditions in Canada and the United States– will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy, the assumptions underlying estimates of reserves, assumptions regarding future growth, results of operation, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), plans for and results of drilling activity, environmental matters, that management will be able to execute its business plan, and assumptions regarding business prospects and opportunities. The reserves estimates included in the NI 51-101 Report is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund the wells and required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs.

Actual results could differ materially from those anticipated in this forward-looking information as a result of the risks and uncertainties set forth below and elsewhere in this Registration Statement and the exhibits attached hereto: the risk that anticipated results and estimated costs of exploration and development activities will not be consistent with managements’ expectations; that unexpected geological results are encountered and other risks and uncertainties involving geology of oil and gas deposits; that completion techniques require further optimization; that production rates do not match the Company’s assumptions and expectations; that very low or no production rates are achieved; that the Company is adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates; volatility in market prices for oil and natural gas; the risks of the energy industry, in particular the oil and gas industry, both domestically and internationally, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand; uncertainties inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived therefrom; that actual production, revenues, taxes, development and capital and operating expenditures with respect to reserves will adversely vary from such estimates, and that such variances will be material; factors or uncertainties that may adversely affect either the Company’s reserves, reserves life, or the future net revenue associated with such reserves including material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations; that the Company will not achieve a comparable level of hedging going forward in respect of its existing production; 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; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; the ability of the Company and its subsidiaries to hold existing concessions and leases through drilling or extensions; governmental regulation, including environmental regulation, changes in energy policies or personnel administering them, nationalization, exchange and export controls and royalty and tax rates; actions taken by governmental authorities, including increases in taxes and changes in government regulations and incentive programs; risks inherent in marketing operations, including credit risk; the ability to enter into, renew and/or extend leases and/or concessions; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; uncertainty of finding reserves, developing and marketing those reserves; unanticipated operating events, including offset fracture stimulation operations by other operators, which could reduce production or cause production to be shut in or delayed and cause damage to affected wells; inability of management to identify and complete potential acquisitions and/or failure to achieve anticipated benefits from such acquisitions; termination of or failure to extend existing licenses by regulatory or governmental authorities; shut-ins of connected wells resulting from extreme weather conditions, including flooding; insufficient storage or transportation capacity; hazards such as fire, explosion, blowouts, cratering and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations; inability to add production and reserves through development and exploration activities; the possibility that government policies or laws, including laws and regulations related to the environment and the protection of sovereign interests in petroleum assets, may change or governmental approvals may be delayed or withheld; uncertainty in amounts and timing of royalty payments; failure to obtain industry partner and other third party consents and approvals, as and when required; incorrect assessments of the value of acquisitions; geological, technical, drilling and processing problems; uncertainties associated with the utilization of hydraulic fracturing in relation to the Company’s existing and/or future properties; fluctuations in foreign exchange or interest rates and stock market volatility and market valuations; rising costs of labour and equipment; changes in income tax laws or changes in tax laws and incentive programs relating to the energy industry, in particular the oil and gas industry; inherent uncertainties involved in the legal dispute resolution process, including in foreign jurisdictions; tightening of the credit markets, global economic uncertainty, counterparty risk; equipment failures, permitting delays and delays in procurement of, or inability to procure, required equipment or personnel; labour or contract disputes; changes in the Company’s financial condition and plans or those of its co-venturers; risks and uncertainties associated with securing necessary regulatory approvals, including the risk that the Company or its subsidiaries are 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; the risk that the Company is unable to access required capital on acceptable terms, or at all; inability of management to execute its business plan; general economic conditions in Canada and the United States; and the other factors discussed in the Company’s public filings, including those set out under “Risk Factors” in the Company’s AIF. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Registration Statement in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards. Consequently, the Company’s financial statements may not be comparable to those prepared by U.S. companies.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement are in United States dollars.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement

DESCRIPTION OF THE SECURITIES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s AIF for the fiscal year ended December 31, 2022, filed as Exhibit 99.1 to this Registration Statement.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any “off-balance sheet arrangements” (as that term is defined in paragraph (11) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes the Registrant’s contractual obligations, including payments due for each of the next five years and thereafter as at December 31, 2022:

Liabilities	Carrying Amount			2023			2024			Thereafter
Fair value of commodity contracts	$	(2,015	)	$	(1,421	)	$	(594	)	$	-
Loans and borrowings		(17,799	)		-			-			(17,999	)
Trade and other payables		(12,596	)		(12,596	)		-			-
Totals	$	(32,410	)	$	(14,017	)	$	(594	)	$	(17,999	)

NASDAQ CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, https://www.kolibrienergy.com/, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the U.S. Securities and Exchange Commission (“Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

Concurrently with the filing of this Registration Statement, the Registrant will file with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities to which this Registration Statement relates.

Any changes to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: September 29, 2023

KOLIBRI GLOBAL ENERGY INC.
By:	/s/ Gary Johnson
Name:	Gary Johnson
Title:	Chief Financial Officer

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit No.	Description
99.1	Annual Information Form for the fiscal year ended December 31, 2022
99.2	Certification of Annual Filings (CEO) dated March 31, 2023
99.3	Certification of Annual Filing (CFO) dated March 31, 2023
99.4	Management’s Discussion and Analysis for the year ended December 31, 2022
99.5	Audited Consolidated Financial Statements for the year ended December 31, 2022
99.6	Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2022
99.7	Management’s Discussion and Analysis for the three months ended March 31, 2022
99.8	Certification of Interim Filings (CEO) dated May 5, 2022
99.9	Certification of Interim Filings (CFO) dated May 5, 2022
99.10	Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2022
99.11	Management’s Discussion and Analysis for the three and six months ended June 30, 2022
99.12	Certification of Interim Filings (CEO) dated August 9, 2022
99.13	Certification of Interim Filings (CFO) dated August 9, 2022
99.14	Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2022
99.15	Management’s Discussion and Analysis for the three and nine months ended September 30, 2022
99.16	Certification of Interim Filings (CEO) dated November 4, 2022
99.17	Certification of Interim Filings (CFO) dated November 4, 2022
99.18	Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2023
99.19	Management’s Discussion and Analysis for the three months ended March 31, 2023
99.20	Certification of Interim Filings (CEO) dated May 4, 2023
99.21	Certification of Interim Filings (CFO) dated May 4, 2023
99.22	Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2023
99.23	Management’s Discussion and Analysis for the three and six months ended June 30, 2023
99.24	Certification of Interim Filings (CEO) dated August 3, 2023
99.25	Certification of Interim Filings (CFO) dated August 3, 2023
99.26	Notice of Meeting and Record Date dated May 19, 2022
99.27	Notice of Annual General Meeting dated June 21, 2022
99.28	Management Information Circular dated June 21, 2022
99.29	Form of Proxy with respect to annual general meeting of shareholders held on July 19, 2022
99.30	Report of Voting Results dated July 19, 2022
99.31	Notice of Meeting and Record Date dated May 12, 2023
99.32	Notice of Annual General Meeting dated June 19, 2023
99.33	Management Information Circular dated June 19, 2023
99.34	Form of Proxy with respect to annual general meeting of shareholders held on July 13, 2023
99.35	Report of Voting Results dated July 13, 2023
99.36	Amended and Restated Credit Agreement dated May 19, 2022
99.37	Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022
99.38	Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor for the year ended December 31, 2022
99.39	Report of Management and Directors on Reserves Data and Other Information dated March 10, 2023
99.40	News release dated January 4, 2022
99.41	News release dated January 7, 2022
99.42	News release dated January 24, 2022

Exhibit No. Description

99.43	Material change report dated January 26, 2022
99.44	News release dated January 27, 2022
99.45	News release dated February 16, 2022
99.46	News release dated March 7, 2022
99.47	News release dated March 8, 2022
99.48	News release dated March 10, 2022
99.49	News release dated March 17, 2022
99.50	News release dated March 31, 2022
99.51	News release dated April 5, 2022
99.52	Material change report dated April 8, 2022
99.53	News release dated April 18, 2022
99.54	News release dated April 25, 2022
99.55	News release dated April 29, 2022
99.56	News release dated May 5, 2022
99.57	News release dated May 16, 2022
99.58	News release dated May 20, 2022
99.59	News release dated May 24, 2022
99.60	News release dated May 26, 2022
99.61	Material change report dated May 26, 2022
99.62	News release dated July 19, 2022
99.63	News release dated July 20, 2022
99.64	News release dated August 9, 2022
99.65	News release dated August 24, 2022
99.66	News release dated September 15, 2022
99.67	News release dated October 3, 2022
99.68	News release dated October 12, 2022
99.69	News release dated October 24, 2022
99.70	News release dated November 3, 2022
99.71	News release dated November 4, 2022
99.72	News release dated November 28, 2022
99.73	News release dated December 13, 2022
99.74	News release dated January 9, 2023
99.75	News release dated January 17, 2023
99.76	News release dated February 8, 2023
99.77	News release dated March 9, 2023
99.78	News release dated March 13, 2023
99.79	News release dated March 15, 2023
99.80	News release dated May 4, 2023
99.81	News release dated May 10, 2023
99.82	News release dated May 25, 2023
99.83	News release dated June 14, 2023
99.84	News release dated July 6, 2023
99.85	News release dated July 13, 2023
99.86	News release dated July 25, 2023
99.87	News release dated August 3, 2023
99.88	News release dated September 6, 2023
99.89	Consent of KPMG LLP
99.90	Consent of Netherland, Sewell & Associates, Inc.

EX-99.1

Exhibit 99.1

Annual Information Form

of

KOLIBRI GLOBAL ENERGY INC.

for the year ended December 31, 2022

dated March 31, 2023

TABLE OF CONTENTS

PRELIMINARY NOTES	2
Glossary of Terms	2
Conventions	3
Abbreviations	4
Cautionary Notes Regarding Oil and Gas Disclosure	4
FORWARD-LOOKING INFORMATION	4
CORPORATE STRUCTURE	8
GENERAL DEVELOPMENT OF THE BUSINESS	9
Business Profile and Strategy	9
Three Year History	9
DESCRIPTION OF THE BUSINESS	11
Business Profile	11
Products	11
Specialized Skills and Knowledge	11
Competitive Conditions	12
Cycles	12
Economic Dependence	12
Employees	12
Environmental Protection	12
Foreign Operations	13
Social or Environmental Policies	13
OIL AND GAS INFORMATION	14
Statement of Reserves Data and Other Oil and Gas Information	14
Project Descriptions	15
RISK FACTORS	17
DIVIDENDS	31
DESCRIPTION OF CAPITAL STRUCTURE	32
MARKET FOR SECURITIES	33
Trading Price and Volume	34
Prior Sales	34
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER	34
DIRECTORS AND OFFICERS	34
PROMOTERS	37
AUDIT COMMITTEE INFORMATION	37
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	38
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	38
TRANSFER AGENTS AND REGISTRARS	38
MATERIAL CONTRACTS	39
INTERESTS OF EXPERTS	39
ADDITIONAL INFORMATION	39
SCHEDULE “A” AUDIT COMMITTEE CHARTER	A-1

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PRELIMINARY NOTES

This document is the Annual Information Form (the “AIF”) of Kolibri Global Energy Inc. (formerly BNK Petroleum Inc.) for the year ended December 31, 2022. All information contained herein is as at December 31, 2022, unless otherwise stated. Unless the context indicates otherwise, references in this AIF to “KEI”, “Kolibri” or the “Corporation” include, for reporting purposes only, the direct or indirect subsidiaries and significant investee corporations of Kolibri Global Energy Inc. Such use of “KEI”, “Kolibri” or the “Corporation” to refer to these other legal entities does not constitute a waiver by Kolibri Global Energy Inc. or such entities of their separate legal status, for any purpose.

This AIF should be read in conjunction with the Corporation’s consolidated financial statements and management’s discussion and analysis for the period ended December 31, 2022. The financial statements and management’s discussion and analysis are available under the Corporation’s profile on the SEDAR website at www.sedar.com.

The Corporation prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). The financial statements of the Corporation are reported in United States dollars. IFRS differs from United States generally accepted accounting principles, referred to as “U.S. GAAP”. Therefore, the consolidated financial statements of the Corporation are not comparable to financial statements prepared in accordance with U.S. GAAP.

Glossary of Terms

In this AIF, the following terms have the following meanings. Other terms are defined throughout this AIF and in such cases shall have the meanings given therein.

“BNK US” means BNK Petroleum (US) Inc., an indirect subsidiary of the Corporation incorporated under the laws of Texas, U.S.;

“Common Shares” means the common shares in the capital of the Corporation;

“Corporation”, “KEI” or “Kolibri” means Kolibri Global Energy Inc., a British Columbia corporation;

“Credit Facility” means BNK US’ $75 million reserve-based credit facility;

“Netherland, Sewell” means Netherland, Sewell & Associates, Inc. an independent petroleum engineering consultant firm of Houston, Texas, U.S.A;

“NI 51-101” means National Instrument 51-101 of the Canadian Securities Administrators entitled Standards of Disclosure for Oil and Gas Activities;

“NI 51-101 Report” means the Corporation’s Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information dated March 13, 2023, which is incorporated by reference in this AIF under the heading “Oil and Gas Information – Statement of Reserves Data and Other Oil and Gas Information” and is available on SEDAR at www.sedar.com;

“Plan” refers to the Corporation’s stock option plan that permits grants of stock options to directors, officers, employees and service providers;

“Preferred Shares” refers to the Corporation’s classes of preferred shares, including an unlimited number of Series 1 Preferred Shares without par value, an unlimited number of Series 2 Preferred Shares without par value and an unlimited number of Series 3 Preferred Shares without par value;

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“TSX” means the Toronto Stock Exchange;

“U.S.” means the United States of America; and

“Woodford Sale” means the sale by BNK US of its Tishomingo Field assets, excluding the Caney and Upper Sycamore formations, to XTO Energy Inc. for approximately $146.4 million in cash, the completion of which was announced by the Corporation on April 21, 2013.

Conventions

This AIF contains references to Canadian dollars and United States dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars. Canadian dollars are referred to as “C$”.

The following table sets forth, for each of the years indicated, the exchange rate of United States dollars into Canadian dollars:

	Year Ended December 31
	2022		2021		2020
High(1)	C$	1.25	C$	1.20	C$	1.27
Low(1)		1.39		1.29		1.44
Average(2)		1.30		1.25		1.34
Closing(1)		1.35		1.27		1.27

Notes:

(1)	The exchange rates are nominal quotations – not buying or selling rates – published by Bloomberg in 2022, 2021 and 2020 and are intended for statistical purposes.
(2)	The average rate means the average of the exchange rates on the last day of each month during the year.

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Abbreviations

Oil and Natural Gas Liquids
bbl	Barrel
bbls	Barrels
mbbls	Thousand barrels
NGL	Natural gas liquids
bopd	Barrels of oil per day
boe	Barrel of oil equivalent of natural gas and crude oil on the basis of 1 bbl for 6 Mcf of natural gas (this conversion factor is an industry accepted norm and is not based on either energy content or current prices)
boepd	Barrels of oil equivalent per day
Mboe	1,000 barrels of oil equivalent
MMboe	Million barrels of oil equivalent
Natural Gas
mcf	Thousand cubic feet
mmcf	Million cubic feet

Cautionary Notes Regarding Oil and Gas Disclosure

In the disclosure contained in this AIF, the documents incorporated by reference in this AIF and the Corporation’s other disclosure:

(a)	Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.
(b)	The Corporation’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Corporation 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.
(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)	Readers are cautioned that peak, 30-day initial production and other short-term production rates are not necessarily indicative of long-term performance or of ultimate recovery.

FORWARD-LOOKING INFORMATION

This AIF and the documents incorporated by reference herein contain forward-looking statements and forward-looking information within the meaning of the U.S. federal securities laws and applicable Canadian securities laws (together, “forward-looking information”). These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking information. The use of any of the words “intends”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking information. Such statements are included, among other places, in this AIF under the headings “Development of the Business”, “Description of the Business”, “Oil and Gas Information” and “Risk Factors”. Statements relating to oil and gas “reserves” are also deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be economically produced in the future. These statements and information are only predictions based on current information and knowledge. Actual future events or results may differ materially. In addition, this AIF may contain forward-looking information attributed to third party industry sources. Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements and forward-looking information will not be realised.

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In particular, this AIF, and the documents incorporated by reference herein, contain forward-looking information pertaining to the following:

● proposed timing and expected results of exploratory and development work including commencement and completion of drilling and fracture-stimulations and production from the Caney formation on the Corporation’s Oklahoma acreage;

● the effect of design and performance improvements on future productivity;

● crude natural gas, natural gas liquids and oil production estimates and targets;

● the size of the Corporation’s natural gas, natural gas liquids and oil reserves;

● planned capital expenditure programs and estimates;

● projections of market prices and costs;

● expectations regarding future supply and demand for oil and natural gas;

● expectations regarding the ability to raise capital and development or acquisition of reserves;

● anticipated treatment under governmental regulatory regimes and tax laws; and

● hypotheses regarding the geology of the basins in which the Corporation has operations and is conducting exploratory work.

This forward-looking information is based on a number of assumptions, including but not limited to: assumptions set out herein, assumptions described in the Corporation’s NI 51-101 Report, that the Corporation’s geologic models 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 anticipated results and estimated costs will be consistent with managements’ expectations, that the Corporation will be able to enter into, renew and/or extend leases and/or concessions in the manner and on the terms expected, that all required licenses, permits and approvals and the necessary labour and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Corporation, when required, stability in the credit markets and continued willingness of lenders to lend capital to issuers such as the Corporation, continuing availability of funds for capital expenditures through internally generated cash, equity raises and/or farm-out arrangements, stability of the political and fiscal regimes in the countries in which the Corporation has operations, ability of the Corporation to hold the leases, concessions and projects in which it has interests and to find suitable industry partners and properties to acquire, stable future costs, availability of equipment and personnel when required for operations, continuing strong demand for oil and natural gas, that the Corporation will not experience unforeseen delays, unexpected geologic or other effects, equipment failures, permitting delays, delays in procurement of required equipment or personnel, labour or contract disputes, that royalty payments will be calculated and payable in the manner expected by the Corporation, that the Corporation’s financial condition and development plans and those of its co-venturers will not change, that the Corporation’s products can be sold in the manner and for the price expected, that the Corporation 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 Corporation 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 or be otherwise adversely affected by risks associated with foreign operations, that storage and transportation facilities for Corporation’s products will be available, that global economic conditions – and in particular economic conditions in Canada and the United States– will not deteriorate in a manner that has an adverse impact on the Corporation’s business and its ability to advance its business strategy, the assumptions underlying estimates of reserves, assumptions regarding future growth, results of operation, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), plans for and results of drilling activity, environmental matters, that management will be able to execute its business plan, and assumptions regarding business prospects and opportunities. The reserves estimates included in the NI 51-101 Report is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund the wells and required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs.

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Actual results could differ materially from those anticipated in this forward-looking information as a result of the risks and uncertainties set forth below and elsewhere in this AIF and the documents incorporated by reference herein:

● the risk that anticipated results and estimated costs of exploration and development activities will not be consistent with managements’ expectations;

● that unexpected geological results are encountered and other risks and uncertainties involving geology of oil and gas deposits;

● that completion techniques require further optimization;

● that production rates do not match the Corporation’s assumptions and expectations;

● that very low or no production rates are achieved;

● that the Corporation is adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates;

● volatility in market prices for oil and natural gas;

● the risks of the energy industry, in particular the oil and gas industry, both domestically and internationally, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand;

● uncertainties inherent in estimating quantities of oil and natural gas reserves and cash flows to be derived therefrom;

● that actual production, revenues, taxes, development and capital and operating expenditures with respect to reserves will adversely vary from such estimates, and that such variances will be material;

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● factors or uncertainties that may adversely affect either the Corporation’s reserves, reserves life, or the future net revenue associated with such reserves including material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations;

● that the Corporation will not achieve a comparable level of hedging going forward in respect of its existing production;

● that the Corporation 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;

● competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;

● the ability of the Corporation and its subsidiaries to hold existing concessions and leases through drilling or extensions;

● governmental regulation, including environmental regulation, changes in energy policies or personnel administering them, nationalization, exchange and export controls and royalty and tax rates;

● actions taken by governmental authorities, including increases in taxes and changes in government regulations and incentive programs;

● risks inherent in marketing operations, including credit risk;

● the ability to enter into, renew and/or extend leases and/or concessions;

● potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

● uncertainty of finding reserves, developing and marketing those reserves;

● unanticipated operating events, including offset fracture stimulation operations by other operators, which could reduce production or cause production to be shut in or delayed and cause damage to affected wells;

● inability of management to identify and complete potential acquisitions and/or failure to achieve anticipated benefits from such acquisitions;

● termination of or failure to extend existing licenses by regulatory or governmental authorities;

● shut-ins of connected wells resulting from extreme weather conditions, including flooding;

● insufficient storage or transportation capacity;

● hazards such as fire, explosion, blowouts, cratering and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury;

● encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations;

● inability to add production and reserves through development and exploration activities;

● the possibility that government policies or laws, including laws and regulations related to the environment and the protection of sovereign interests in petroleum assets, may change or governmental approvals may be delayed or withheld;

● uncertainty in amounts and timing of royalty payments;

● failure to obtain industry partner and other third party consents and approvals, as and when required;

● incorrect assessments of the value of acquisitions;

● geological, technical, drilling and processing problems;

● uncertainties associated with the utilization of hydraulic fracturing in relation to the Corporation’s existing and/or future properties;

● fluctuations in foreign exchange or interest rates and stock market volatility and market valuations;

● rising costs of labour and equipment;

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● changes in income tax laws or changes in tax laws and incentive programs relating to the energy industry, in particular the oil and gas industry;

● inherent uncertainties involved in the legal dispute resolution process, including in foreign jurisdictions;

● tightening of the credit markets, global economic uncertainty, counterparty risk;

● equipment failures, permitting delays and delays in procurement of, or inability to procure, required equipment or personnel;

● labour or contract disputes;

● changes in the Corporation’s financial condition and plans or those of its co-venturers;

● risks and uncertainties associated with securing necessary regulatory approvals, including the risk that the Corporation or its subsidiaries are 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;

● the risk that the Corporation is unable to access required capital on acceptable terms, or at all;

● inability of management to execute its business plan;

● general economic conditions in Canada and the United States; and

● other factors discussed under “Risk Factors”.

For more information relating to additional factors that could affect the Corporation’s operating results and performance, please refer to “Risk Factors” in this AIF and to the risk factors and uncertainties described in the NI 51-101 Report, which is incorporated into this AIF by reference. Readers should carefully consider those factors and the other information contained in this AIF.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The reader is cautioned not to place undue reliance on forward-looking information. This forward-looking information is expressly qualified in its entirety by this cautionary statement. The forward-looking statements and forward-looking information are only made as of the date of this AIF. The Corporation undertakes no obligation to update this forward-looking information to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

CORPORATE STRUCTURE

The Corporation was originally incorporated as “BNK Petroleum Inc.” under the Business Corporations Act (British Columbia) on May 26, 2008 and changed its name to “Kolibri Global Energy Inc.” on November 10, 2020. The registered and records office of the Corporation is located at 10^th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, and its head office is located at 925 Broadbeck Drive, Suite 220, Thousand Oaks, California, 91320, U.S.

Amendments to Articles of the Corporation

On July 16, 2018, the Corporation’s capital structure was amended to include an unlimited number of Preferred Shares, without par value. The Articles of the Corporation were amended to attach special rights and restrictions to the Preferred Shares. For more information of the special rights and restrictions of Preferred Shares, see “Description of Capital Structure – Share Capital – Rights and Restrictions”.

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Intercorporate Relationships

The material subsidiaries and significant investee corporations of the Corporation are set forth or referred to below (all ownership is 100%).

GENERAL DEVELOPMENT OF THE BUSINESS

Business Profile and Strategy

KEI is a North American energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. Through various subsidiaries, the Corporation owns and operates energy properties in the United States. The Corporation continues to utilize its technical and operational expertise to identify and acquire additional projects.

Three Year History

During the past three years, the Corporation’s operations have been primarily focused on developing the leases in which BNK US has interests in the Tishomingo Field in Oklahoma (the “Tishomingo Field”).

The following describes the general development of the Corporation’s business over the last three completed financial years. More detailed information on the Corporation’s projects is provided under “Description of the Business” and in the NI 51-101 Report, which is incorporated by reference herein.

Year Ended December 31, 2020

Average production for the year ended December 31, 2020, was 1,151 BOEPD and adjusted EBITDA⁽¹⁾ (formerly referred to as adjusted funds flow) was $7.2 million for the year ended December 31, 2020. The Corporation did not drill any additional wells in 2020.

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The Corporation’s Total Proved Reserves decreased by 1% to 33.1 million barrels of oil equivalent (BOE) and NPV10 value of the Total Proved Reserves decreased by 36% to $192.9 million based on the Corporation’s December 31, 2020 independent reserves evaluation. See “Oil and Gas Information – Statement of Reserves Data and Other Oil and Gas Information”.

During 2020, the Corporation paid down $6.8 million of the outstanding amount on the BOK Financial Credit Facility. As of December 31, 2020, the credit facility had an outstanding balance of $20.6 million with no available borrowing capacity.

Year Ended December 31, 2021

Average production for the year ended December 31, 2021, was 975 BOEPD and adjusted EBITDA⁽¹⁾ was $6.6 million for the year ended December 31, 2021. The Corporation did not drill any additional wells in 2021.

The Corporation’s Total Proved Reserves increased by 3% to 34.1 million barrels of oil equivalent (BOE) and NPV10 value of the Total Proved Reserves increased by 86% to $358.8 million based on the Corporation’s December 31, 2021 independent reserves evaluation. See “Oil and Gas Information – Statement of Reserves Data and Other Oil and Gas Information”.

During 2021, the Corporation paid down $3.7 million of the outstanding amount on the BOK Financial Credit Facility. As of December 31, 2021, the credit facility had an outstanding balance of $17.0 million with no available borrowing capacity.

In December 2021, the Corporation completed an equity rights offering for gross proceeds of C$8.6 million and used the proceeds to drill wells in its Tishomingo Field, in Oklahoma in 2022.

Year Ended December 31, 2022

Average production for the year ended December 31, 2022, was 1,640 BOEPD and adjusted EBITDA⁽¹⁾ was $25.1 million for the year ended December 31, 2022. The Corporation drilled and completed five additional wells in 2022.

The Corporation’s Total Proved Reserves decreased by 2% to 33.3 million barrels of oil equivalent (BOE) and NPV10 value of the Total Proved Reserves increased by 43% to $514.8 million based on the Corporation’s December 31, 2022 independent reserves evaluation. See “Oil and Gas Information – Statement of Reserves Data and Other Oil and Gas Information”.

During 2022, the Corporation amended its credit facility with a new term ending in June 2026. The Corporation increased the outstanding amount on the BOK Financial Credit Facility by $1.2 million. As of December 31, 2022, the credit facility had an outstanding balance of $18.2 million with available borrowing capacity of $6.8 million.

In May 2022, the Company completed a share consolidation on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information presented in this AIF related to issued and outstanding common shares, trading volumes, stock options and per share amounts have been retrospectively adjusted to reflect the share consolidation.

(1) Adjusted EBITDA is considered a non-GAAP measure (a “Non-GAAP Measure”) which is not a measure recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have a standardized meaning prescribed by IFRS. Management of the Company believes that this measure is relevant for evaluating returns on the Company’s projects as well as the performance of the enterprise as a whole. A Non-GAAP Measure 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 how adjusted EBITDA provides useful information to an investor, the purposes for which the Company’s management uses this Non-GAAP Measure, and a quantitative reconciliation of adjusted EBITDA to the most directly comparable financial measure is set out in the Company’s management’s discussion and analysis under the heading “Non-GAAP Measures” which is available under the Company’s profile at www.sedar.com and is incorporated by reference into this AIF.

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DESCRIPTION OF THE BUSINESS

Business Profile

The Corporation’s business activities include finding and exploiting energy projects in oil, gas and clean and sustainable energy. The Corporation continues to develop its Caney Shale oil acreage in the Tishomingo Field in the Ardmore Basin, Oklahoma, U.S. The Corporation continues to utilize its technical and operational expertise with a goal to identify and acquire additional projects. All of the Corporation’s current energy production is from the Tishomingo Field. At December 31, 2022, the Corporation’s year-end proved gross oil and gas reserves in the Tishomingo field were estimated at approximately 33.3 million boe, the proved plus probable gross reserves were estimated at approximately 54.4 million boe and the proved plus probable plus possible gross reserves were estimated at approximately 77.5 million boe.

Products

The Corporation’s Tishomingo Field activities produce oil, gas and natural gas liquids. Oil is sold to a single purchaser and transported by truck. Natural gas and natural gas liquids are sold pursuant to a contract/gathering agreement that was entered into as part of the Woodford Sale. During each of the two most recently completed financial years, revenues from sales to arm’s length customers for each category of product that accounted for fifteen (15%) percent or more of total consolidated revenues were: Oil: 2022 - $42,795,000 or 88% (2021 - $15,978,000 or 84%); Natural Gas: 2022 - $2,759,000 or 6% (2021 - $1,259,000 or 6%) and Natural Gas Liquids: 2022 - $2,822,000 or 6% (2021 - $1,891,000 or 10%).

Specialized Skills and Knowledge

Exploration for and development of petroleum and natural gas resources require specialized skills and knowledge including in the areas of petroleum engineering, geophysics, geology and title. The Corporation has been successful in engaging personnel with the required specialized skills and knowledge to carry out its activities. While the current labour market in the industry can be highly competitive at times, the Corporation expects to continue to be able to attract and retain appropriately qualified employees for its operations during fiscal 2022.

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Competitive Conditions

The Corporation competes in the energy industry in which it is active with a number of private and public companies which may have greater financial resources, staff and facilities than the Corporation. The Corporation’s ability to increase reserves in the future will depend not only on its ability to develop or continue to develop existing properties, but also on finding and acquiring suitable producing properties or prospects for exploration. Competitive factors in the distribution and marketing of energy, in particular oil and gas, include price, methods, pipeline access and reliability of delivery and availability of imported products.

The Corporation also competes with other industry participants for raw materials, equipment, component parts and services required for energy exploration and development. Although to date the Corporation has been able to obtain the personnel, equipment and materials it requires for its activities, availability and pricing can vary materially with demand and can cause unexpected delays and increased costs.

Cycles

Construction of and access to energy sites can be delayed and production operations may be curtailed during heavy rains, snow, cold temperatures and other extreme weather phenomena. Fracture stimulations require large volumes of water and the process can be affected by cold temperatures. Demand for and the price of energy is volatile and can be affected by seasonal weather variations.

Economic Dependence

Energy products can be readily sold to numerous purchasers and it is not difficult to ascertain its market price at any particular time. Because of the large number of available purchasers, the Corporation does not consider itself dependent on sales to any one purchaser, the loss of which would have a material adverse effect on the business of the Corporation.

Employees

At the end of 2022, the Corporation and its subsidiaries had a total of 7 employees.

Environmental Protection

The Corporation’s operations are subject to environmental regulations (including regular environmental impact assessments and permitting) in the jurisdictions in which it operates. Such regulations cover a wide variety of matters, including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and worker safety. While the Corporation does not currently expect the impact of costs and other effects related to compliance with environmental, health and safety regulations to have a material adverse effect on the Corporation’s financial condition or results of operations, such regulations are evolving in a manner which is likely to result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Such stricter standards could impact the Corporation’s costs and have an adverse effect on results of operations. Furthermore, an environmental, safety or security incident could impact the Corporation’s reputation in such a way that the result could have a material adverse effect on its business and on the value of its securities.

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Foreign Operations

All of the Corporation’s operations are in jurisdictions other than Canada. As at the date of this AIF, all of the Corporation’s reserves and production are attributable to the Tishomingo Field in Oklahoma, U.S. See also “Risk Factors – Foreign Operations and Enforcement of Laws”.

Social or Environmental Policies

The health and safety of employees, contractors and the public, as well as the protection of the environment, is of utmost importance to the Corporation. To this end the Corporation has instituted comprehensive health, safety and environmental policies and procedures to which it, as well as its contractors and employees are required to adhere. The Corporation endeavors to conduct its operations in a manner that will minimize both adverse effects and consequences of operating activities and emergency situations by:

● complying with, and where appropriate, exceeding the requirements of government regulations and standards, particularly relating to health, safety and the environment;

● conducting operations consistent with industry codes, practices and guidelines;

● ensuring prompt, effective response and remedial actions in the unlikely event of an emergency situation or environmental incident;

● providing training to employees and contractors to ensure compliance with corporate safety and environmental policies, programs and procedures; and

● communicating openly with members of the public regarding its activities.

The Corporation believes that all employees have a vital role in achieving excellence in environmental, health and safety performance. This is best achieved through careful planning and the support and active participation of everyone involved. To further ensure that the Corporation achieves excellence in health and safety performance, a corporate Health, Safety and Environmental Management System (HSEMS) has been implemented which includes an Incident Management Plan establishing protocol to respond to emergencies. The Corporation’s objective is to align itself with the industry’s best practices to ensure positive results.

The Corporation has also adopted a Corporate Social Responsibility Policy, which reflects and advances the Corporation’s commitment to provide safe, healthy and secure workplaces, protect the environment, value natural resources, uphold and promote human rights and respect cultural norms and values everywhere that the Corporation operates.

Steps taken to ensure the Corporation’s HSE policies are carried out include the following:

● pre-commencement of work investigation of environmental conditions in proximity to the well sites;

● well sites are constructed and operated so as to minimize potential impacts to the environment during operations including the use of secondary containment and proper handling, storage and use of hazardous materials;

● training is provided to employees to ensure awareness of the HSEMS and associated programs and procedures, including incident management;

● supervisory staff are trained and tasked with being the well site HSE Leaders and fully implementing the requirements of the HSEMS;

● contractors are reviewed prior to agreements to ensure that they have appropriate policies and programs in place particularly relating to health, safety and the environment;

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● contractor orientation and training is provided to ensure awareness of the Corporation’s HSEMS and alignment with the contractor’s HSEMS;

● the Corporation’s HSEMS continuously improves and evolves, developing procedures to address health, safety and the environment;

● waste management practices are reviewed to make sure waste is being handled efficiently and consistent with the requirements of government regulations and standards;

● waste disposal facilities are reviewed to ensure that they are appropriately permitted; and

● permits required for atmospheric emissions are obtained and controls are established and maintained to minimize emissions.

OIL AND GAS INFORMATION

Statement of Reserves Data and Other Oil and Gas Information

The NI 51-101 Report, the report of Netherland, Sewell in the form of Form 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor, and the Form 51-101F3 Report of Management and Directors on Oil and Gas Disclosure, each filed on March 13, 2023 under the Corporation’s profile at www.sedar.com, are incorporated by reference into this AIF.

The following reserves and net present values of future net revenue are reported in the NI 51-101 Report:

	Summary of Oil & Gas Reserves
	Tight Oil				Shale Gas				Natural Gas Liquids				MBOE’s
Reserve Category	KEI Gross (Mbbl)		Net (Mbbl)		KEI Gross (MMcf)		Net (MMcf)		KEI (Mbbl)		Net (Mbbl)		KEI (Mbbl)		Net (Mbbl)
Proved
Developed Producing		4,364		3,425		4,165		3,269		874		686		5,932		4,656
Undeveloped		20,584		16,212		18,190		14,253		3,795		2,973		27,411		21,561
Total Proved		24,948		19,637		22,355		17,522		4,668		3,659		33,342		26,216
Probable		14,547		11,532		17,221		13,683		3,593		2,855		21,010		16,668
Total Proved Plus Probable		39,495		31,169		39,576		31,205		8,261		6,514		54,352		42,884
Possible		16,906		13,559		16,597		13,245		3,462		2,763		23,134		18,530
Total Proved Plus Probable Plus Possible		56,401		44,728		56,173		44,450		11,724		9,277		77,487		61,413

Notes: May not add due to rounding. The Corporation’s reserves are derived from non-conventional oil and gas activities. The Corporation’s reserves are contained in a shale oil reservoir from which gas and natural gas liquids are produced as by-products.

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Net Present Value of Future Net Revenue

As of December 31, 2022

Forecast Prices & Costs

	Net Present Value of Future Net Revenue ($ millions)
	Before Income Tax						After Income Tax
Reserve Category		0%	5%	10%	15%	20%		0%	5%	10%	15%	20%
United States
Proved
Developed Producing		262.8	187.3	147.9	124.1	108.3		262.8	187.3	147.9	124.1	108.3
Undeveloped		933.1	556.1	366.9	257.0	186.3		657.8	420.6	280.8	194.2	137.4
Total Proved		1,195.9	743.4	514.8	381.1	294.7		920.6	607.9	428.7	318.3	245.7
Probable		797.4	377.6	209.6	127.3	81.1		587.5	303.2	169.8	101.7	64.0
Total Proved Plus Probable		1,993.3	1,121.0	724.4	508.4	375.8		1,508.1	911.1	598.5	420.0	309.7
Possible		1,104.2	435.8	214.8	119.7	71.6		813.6	355.4	171.5	90.3	51.0
Total Proved Plus Probable plus Possible		3,097.5	1,556.8	939.2	628.1	447.4		2,321.7	1,266.5	770.0	510.3	360.7

Notes: May not add due to rounding. The after income tax net present values presented in the preceding table take into account available non-operating tax losses of $150.0 million and reflect the tax burden on the Corporation’s Tishomingo Field interests on a standalone basis, do not consider the business-entity-level tax situation or tax planning and do not provide an estimate of the value at the level of the business entity, which may be significantly different. The financial statements and the management’s discussion and analysis (MD&A) of the Corporation should be consulted for information at the level of the business entity.

Project Descriptions

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Tishomingo Field, Ardmore Basin, Oklahoma

As of December 31, 2022, the Corporation has working interests in approximately 17,170 net acres of shale oil acreage in the Caney / Upper Sycamore formations of the Tishomingo Field, Oklahoma. The map below outlines in yellow the Corporation’s areas of activity in the Ardmore Basin and shows its relation to the Ardmore Basin.

In April 2013, the Corporation completed the Woodford Sale pursuant to which it sold rights in the Woodford and other formations in the Tishomingo Field, excluding its interests in the Caney / Upper Sycamore formations which were retained. The Corporation’s historical drilling and participation in the Woodford formation wells earned the Corporation the right to hold by production over 96% of its acreage in the Tishomingo Field in the shallower Caney and Upper / Sycamore formations.

Since completing the Woodford Sale, the Corporation has been aggressively continuing its exploration and development of the oily Caney shale.

The Corporation’s exploration of the Caney shale formation dates back to 2011, when the Corporation conducted an analysis of the formation and subsequently tested the Caney shale formation in the existing vertical Nickel Hill 26-1 Woodford well by recompleting in the Caney shale. The vertical well was perforated and fracture stimulated in the Caney shale yielding encouraging oil production rates with minimal gas production.

These results led to the drilling of the Corporation-operated horizontal Barnes 6-2H well, which targeted two Lower Caney zones and the Upper Sycamore (Mississippian Lime equivalent) formation, which allowed the testing of the three different intervals. The testing of the intervals helped determine where stratigraphically the laterals were placed in the next wells.

In 2013, the Corporation drilled 5 Caney horizontal wells to increase its reserves and oil production and to better understand the Caney formation. The Corporation’s strategy for its 2013 Caney drilling program was to prove the productivity of the Caney formation. The Corporation’s efforts were focused on increasing the oil rate of each consecutive well, reducing drilling time and cost, testing the optimal lateral placement within the formation and optimizing the fracture stimulations. These goals were achieved.

By December 31, 2013, the 5 Caney wells were fractured with 4 wells in production. The fifth well began production in early January 2014.

In 2014, the Corporation drilled 5 Caney horizontal wells, fracture stimulated 3 of them, fracture stimulated one third of another well and completed the stimulation of one well that had been drilled in 2013 that had not been fully stimulated. The Corporation’s exit production rate from the field at December 31, 2014 was approximately 1,400 boepd, which did not include one well that began producing oil in early January 2015.

In 2015, the Corporation completed the stimulation of the remaining two wellbores that had not yet been fully stimulated in 2014. The Corporation’s average production in 2015 was approximately 1,415 boepd.

Due to the continued low oil prices through 2016, the Corporation did not drill any wells in 2016 either. Kolibri’s 2016 year end proved plus probable reserves in the Tishomingo Field increased by 2 percent, primarily due to technical revisions as a result of the existing wells performing above previous forecasts. Even though the Corporation did not drill any wells in 2015 nor 2016, production held up well and the Corporation averaged 1,045 BOEPD in 2016.

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The Corporation’s 2017 drilling program consisted of 3 horizontal Caney wells, two of which were drilled to the east of Kolibri’s previous Caney wells. These wells were successfully drilled under-budget and demonstrated good operational execution and that successful Caney wells can be achieved further to the east. Fracture stimulation programs were modified and much higher proppant placement was achieved. KEI’s 2017 year end proved reserves increased by 39% to 24,990 million boe primarily due to probable and possible locations being converted to proved locations due to the new wells drilled to the east. Kolibri’s 2017 year end proved and probable reserves increased by 13% to 47,601.5 million boe. Average production for the year was 1,092 BOEPD since two of the wells came on late in the year. KEI’s fourth quarter average production was 1,539 BOEPD.

The Corporation’s 2018 drilling program consisted of 3 operated Caney wells and participating in one 2 mile lateral well operated by a major oil company. The Corporation’s 2018 drilling program, as well as its existing wells outperforming previous estimates, significantly improved the Corporation’s reserve report, as the Corporation’s proved reserves increased by 26% from 2017, to 33.8 million BOE. KEI’s 2018 year end proved and probable reserves increased by 11% from 2017, to 53.3 million BOE.

The Corporation did not drill any new wells in 2019. KEI’s 2019 year end proved plus probable reserves in the Tishomingo Field only decreased by 1 percent. Even though the Corporation did not drill any wells in 2019, production held up well and the Corporation averaged 1,395 BOEPD in 2019.

The Corporation did not drill any new wells in 2020. Kolibri’s 2020 year end proved plus probable reserves in the Tishomingo Field only decreased by 1 percent. Average production was 1,151 BOEPD in 2020.

The Corporation did not drill any new wells in 2021. Kolibri’s 2021 year end proved plus probable reserves in the Tishomingo Field increased by 3 percent. Average production was 975 BOEPD in 2021.

The Corporation drilled and completed five new wells in 2022. Kolibri’s 2022 year end proved plus probable reserves in the Tishomingo Field increased by 2 percent. Average production was 1,640 BOEPD in 2022.

The Corporation plans additional development drilling in the Tishomingo Field with the objective of demonstrating the repeatability of results and further increasing production and reserves, subject to prevailing prices for oil and natural gas and funding.

Other U.S. Assets

The Corporation also holds small interests in other energy projects, but it currently has no plans to conduct work on these projects during the current fiscal year and does not consider these projects to be material. The Corporation continues to utilize its technical and operational expertise to identify and acquire additional projects.

RISK FACTORS

The Corporation’s business is subject to the risks normally encountered in the energy industry such as the marketability of, and prices for, energy, competition with companies having greater resources, acquisition, exploration and production risks, need for capital, fluctuations in the market price and demand for energy and the regulation of the energy industry by various levels of government.

The reserve and recovery information incorporated by reference in this AIF are estimates only and actual production and ultimate reserves may be less than estimated.

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The success of the Corporation’s exploration or development projects cannot be assured. In addition, the Corporation’s operations are primarily outside of Canada and are subject to risks arising from foreign exchange fluctuations and foreign regulatory regimes. In addition, certain of the Corporation’s activities are conducted jointly with others and the Corporation’s activities may be impacted by the ability, expertise, judgment and financial capability of such joint partners.

In addition to the other information contained in this AIF and in the documents incorporated by reference herein, readers should carefully review and consider the risk factors set forth below. Such risks may not be the only risks facing the Corporation. Additional risks not currently known may also impair the Corporation’s business operations and results of operations.

Nature of the Energy Business

An investment in the Corporation should be considered speculative due to the nature of the Corporation’s involvement in the exploration for, and the acquisition, development and production of, energy projects, specifically oil and gas projects. The volume of production from oil and natural gas properties generally declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Any proved reserves the Corporation may establish will decline as reserves are produced from its properties unless it is able to acquire or develop new reserves. The business of exploring for, developing or acquiring reserves is capital intensive. To the extent cash flow from operations is reduced and external sources of capital become limited or unavailable, the Corporation’s ability to make the necessary capital investment to develop the Corporation’s asset base will be impaired. In addition, there can be no assurance that even if the Corporation is able to raise capital to develop or acquire additional properties to develop reserves, the Corporation’s future exploration, development and acquisition activities will result in proved reserves or that the Corporation will be able to drill productive wells at acceptable costs.

The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or cancelled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, adverse weather conditions, compliance with governmental requirements and shortages or delays in the availability of drilling rigs and the delivery of equipment. The properties in which the Corporation has an interest include prospects in which the presence of oil and natural gas reserves in commercial quantities has not been established. There is no certain way to know in advance whether such prospects will yield oil and/or gas in commercial quantities.

Exploration for oil and natural gas is a speculative business that involves a high degree of risk. Few exploration shale natural gas wells that are drilled are ultimately developed commercially. There is no assurance that expenditures made by the Corporation on its properties will result in the discovery of commercial quantities of oil, natural gas or natural gas liquids.

The Corporation’s exploration and development experience has been gained principally from its Tishomingo Field, Oklahoma. The Corporation’s experience in the Tishomingo Field is not necessarily transferrable to other geographical areas or basins, notwithstanding that similar geological structures or formations may exist. Accordingly, the Corporation’s success in its Tishomingo Field operations is not a predictor of success in its exploration and development of concessions in other geographical areas or basins. Results of exploration in other basins may differ materially as a result of different environmental conditions, regulatory requirements or other factors.

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Credit Facility Risk

The amount authorized under the Credit Facility is dependent on the borrowing base determined by the Corporation’s lender. The Corporation is required to comply with covenants under the Credit Facility which include certain financial ratio tests, and in the event that the Corporation does not comply therewith its access to capital could be restricted or repayment could be required. The failure of the Corporation to comply with such covenants, which may be affected by events beyond the Corporation’s control, including failure to comply with financial ratio tests, borrowing base redeterminations, Mr. Wolf Regener ceasing to be the President of BNK US, certain changes to the board of directors of the Corporation and the acquisition by any person or persons acting jointly or in concert of 25% or more of the Corporation’s shares, could result in default under the Credit Facility which could result in the Corporation being required to repay amounts owing thereunder. In addition, the Corporation’s borrowing base is determined and re-determined by the lender based on the Corporation’s reserves, commodity prices, status of production relating to the oil and gas properties and other factors as determined by the Corporation’s lender on a semi-annual basis. A material decline in commodity prices or other factors could result in a reduction of the Corporation’s borrowing base, therefore reducing the funds available to the Corporation under the Credit Facility which could result in a portion, or all, of the Credit Facility indebtedness being required to be repaid.

If the Corporation is unable to repay amounts owing, the lender under the Credit Facility could proceed to foreclose or otherwise realize upon the collateral granted to it to secure the indebtedness, which includes the Corporation’s Tishomingo Field assets. Even if the Corporation is able to obtain new financing, it may not be on commercially reasonable terms or terms that are acceptable to the Corporation. In addition, the Credit Facility imposes operating and financial restrictions on the Corporation that include restrictions on the payment of dividends, repurchase or making of other distributions with respect to the Corporation’s securities, incurring of additional indebtedness, provision of guarantees, the assumption of loans, capital expenditures, entering into of amalgamations, mergers, take-over bids or disposition of assets, among others.

Production Risks

Risks related to current or future production including, but not limited to, technical difficulties, increased costs, reduced sales price or demand for natural gas, oil and natural gas liquids produced could have a material adverse effect on the Corporation’s financial condition and results of operations. Various field conditions may adversely affect production from the Corporation’s wells, including drilling and completion activities of other operators in close proximity to the Corporation’s wells which has in the past, and may in the future result in production being shut-in. There can be no assurance that these and other risks and hazards will not damage the Corporation’s wells or otherwise reduce productivity of the wells. The Corporation’s operations at its Tishomingo Field accounted for all of the Corporation’s oil and gas production in 2022 and to date in 2023. Any adverse condition affecting production, transportation or processing of oil and gas produced from the Tishomingo Field could have a material adverse effect on the Corporation’s financial performance or results of operations.

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Oil and Gas Prices and Marketability

The Corporation’s results of operations and financial condition are dependent on the prices received for the oil, natural gas and natural gas liquids it produces. Oil, natural gas and natural gas liquids prices have fluctuated widely during recent years and are determined by factors beyond the Corporation’s control, including global supply and demand, international economic and political conditions, weather, gas processing capacity, pipeline capacity and currency exchange rates. Future price fluctuations in world oil, natural gas and natural gas liquids prices will have a significant impact upon the projected revenue of the Corporation and the projected return from and the financial viability of the Corporation’s existing and future reserves. Any decline in oil, natural gas or natural gas liquids prices could have a material adverse effect on the Corporation’s operations, financial condition, proven reserves and the level of expenditures on the development of its oil and natural gas reserves. There is no assurance that a market will exist for oil, natural gas or natural gas liquids reserves discovered within the Corporation’s properties. There is also no assurance that the Corporation will be able to access transportation systems for the transportation to the marketplace of any oil, natural gas or natural gas liquids that may be produced from the Corporation’s properties.

Dilution

The Corporation expects to require additional funds to finance its growth and development strategy. If the Corporation elects to raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of the Corporation’s shareholders. The Corporation may also issue additional Common Shares in the future pursuant to existing and new agreements in respect of its projects or other acquisitions.

Financing Risks

The Corporation’s growth plan will require substantial amounts of capital, most of which will not be funded from cash flow from operations. As a consequence, to pursue its growth plan the Corporation will need to raise additional capital through the issuance of equity, debt, collaborative arrangements with commercial partners, including farm-outs or sales of assets, or from other sources, or a combination of the foregoing.

The Corporation’s future capital requirements will depend on numerous factors, including its development and exploration drilling success, cost of concession and lease extensions and renewals, the cost and rates of success of completing or drilling wells, future production levels, exploration and development decisions of the Corporation’s co-venturers and other working interest owners, the terms (including price) and conditions that it is able to negotiate with purchasers of production from its properties and the results of exploration activities. None of these factors can be predicted with certainty. Any additional equity financing will be dilutive to the holders of the Common Shares and any debt financing, if available, may restrict the Corporation’s future financing and operating activities. The Corporation may be unable to obtain additional financing on acceptable terms if market and economic conditions, the financial condition or operating performance of the Corporation or investor sentiment are unfavourable. If sufficient funds are not obtained, the Corporation may have to reduce its acquisition, exploration and development programs, which would have a material adverse effect on the Corporation’s results of operations and could result in a loss of some projects. The inability of the Corporation to access sufficient capital for its operations could have a material adverse effect on the Corporation’s financial condition, results of operations and prospects.

Negative Cash Flow

Operating cash flow was positive for the financial year ended December 31, 2022. However, if the Corporation has negative cash flow from operating activities in future periods or insufficient positive cash flow from operating activities, it will need to seek additional debt or equity financing in order to complete the capital expenditure programs required to achieve its objectives; in the alternative, if the Corporation cannot obtain debt or equity financing on terms acceptable to it or at all, the Corporation may be forced to reduce its capital expenditure programs. There can be no assurance that debt or equity financing will be available to the Corporation or, if available, will be on terms acceptable to the Corporation. In addition, to the extent that the Corporation has negative cash flow from operating activities in future periods, it may be required to deploy a portion of its existing working capital to fund such negative cash flow from operating activities.

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Exploration, Production and General Operational Risks

The business of exploration for and production of oil, gas and other hydrocarbon resources involves a high degree of risk. In particular, the operations of the Corporation may be disrupted, curtailed or cancelled as a result of a variety of risks and hazards which are beyond the control of the Corporation, including but not limited to technical failures, environmental hazards, industrial accidents, occupational and health hazards, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions, mechanical difficulties, shortage or delays in the delivery of rigs and/or other equipment, compliance with and changes in governmental requirements, explosions and other accidents. These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability.

Delays in the construction and commissioning of or obtaining access to gathering and processing facilities, other projects or various other technical difficulties may result in the Corporation’s current or future projected target dates for production being delayed and the requirement for capital expenditures in excess of those estimated. Delays in obtaining permits or extensions on the Corporation’s concessions or leases would result in increased costs and even potential loss of those concessions or leases due to not being able to fulfill concession or lease requirements.

If the Corporation acquires an interest in early-stage projects, there is no assurance that reserves or resources will be discovered or, if discovered, it will be commercially viable to produce any portion of them and drilling costs may also be higher than anticipated. Completion activities across the Corporation’s properties may vary and will need to be continually refined with attendant increased costs. Actual production rates may be less than those anticipated by the Corporation and very low or no production rates may be achieved.

Drilling may involve unprofitable efforts, not only with respect to dry wells, but also with respect to wells which, though they yield some oil or gas, are not sufficiently productive to justify commercial development or to cover operating and other costs.

Reserve Estimates

Reserves estimates, including those disclosed in the NI 51-101 Report, are derived from the calculations and estimates made by the Corporation’s personnel and independent petroleum engineering consultants. These estimates are imprecise and depend upon geological interpretation and statistical inferences and comparables that may prove to be unreliable. Actual production, revenues, expenditures and future cash flow with respect to such reserves will vary from these estimates, and those variances may be material. The Corporation may choose not to or be unable to fund the future development costs to produce some or all of the estimated reserves and there is no assurance that the Corporation will achieve production estimates or realize the revenues reflected in such estimates. There are many factors, assumptions and variables involved in estimating reserves, many of which are beyond the Corporation’s control and which, over time, may prove to be incorrect. Any material variation could have an adverse effect on the Corporation’s financial condition and results of operations.

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Future Development Costs

The Corporation expects to fund development costs through a combination of internally generated cash flow and equity and/or debt financing. The timing and amount of future development costs may be revised and plans for development may be placed on hold if future development of the Corporation’s properties is determined by management not to be warranted, including as a result of low commodity prices. There is no guarantee that funds will be available or that available funds will be allocated to develop reserves. Failure to develop reserves could negatively impact future net revenues.

In addition, certain of the Corporation’s activities and property interests are or may in the future be conducted or owned jointly with other parties and the Corporation’s activities and capital requirements may be impacted by the exploration and development and funding decisions made by those parties, who will in many cases have greater financial capability than the Corporation. A failure to participate in or fund exploration or development activities on such properties, whether due to the Corporation’s inability to access the required funds or otherwise, could result in the loss of the Corporation’s interest.

Write-downs and Impairments

Oil and gas concessions and interests which are non-financial assets are the most significant assets of the Corporation and represent capitalized expenditures related to the development of oil and gas properties and related plant and equipment and the value assigned to exploration potential on acquisition. The carrying amounts of the Corporation’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. Estimations of recoverable amounts are based on discounted estimated future cash flows, which in turn are based on a number of assumptions and estimates relating to future production, commodity prices, operating costs and capital costs, none of which can be predicted with certainty, particularly given current global economic conditions.

The Corporation also has financial assets such as cash, accounts receivable and commodity contracts. A financial asset is considered impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

All impairment losses are recognized in the statement of operations. An impairment loss in respect of non-financial or financial assets could have a material adverse effect on the Corporation’s results of operations and its ability to access the capital required to maintain operations or achieve its growth plans.

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Competitive Conditions

The energy industry, in particular the oil and gas industry, is highly competitive. The Corporation competes for leases in prospective shale gas basins with a number of private and public companies some of which have greater financial resources, staff and facilities than the Corporation.

The Corporation competes with other industry participants for the sourcing and availability of equipment, raw materials and component parts necessary in petroleum and natural gas exploration and development. To date, the Corporation has had little difficulty obtaining the equipment, services and materials it requires for its activities. However, as demand for drilling rigs and related equipment and services increase, delays and increased pricing may occur, either of which could result in delays in the Corporation’s planned work programs which could, in turn, have an adverse effect in its ability to maintain project Authorizations (as defined below).

The Corporation’s ability to develop and increase reserves in the future will depend, not only on its ability to develop or continue to develop existing properties, but also on finding and acquiring suitable producing properties or prospects for development and exploratory drilling. Competitive factors in the distribution and marketing of oil and gas include price, methods, pipeline access and reliability of delivery and availability of imported products, all of which may be affected by factors beyond the Corporation’s control and which could adversely affect the Corporation’s financial condition and results of operations.

Availability of Equipment and Access Restrictions

Oil and gas exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment to the Corporation and may delay exploration and development activities. There can be no assurance that sufficient drilling and completion equipment, services and supplies will be available when needed. Shortages could delay the Corporation’s proposed exploration, development and sales activities, and could have a material adverse effect on the Corporation’s financial condition. If the demand for, and wage rates of, qualified rig crews or fracture stimulation crews rise in the drilling industry, then the oil and gas industry may experience shortages of qualified personnel to operate drilling rigs and/or fracture stimulation equipment. This could delay the Corporation’s drilling operations and adversely affect the Corporation’s financial condition and results of operations.

It is anticipated that additional processing facilities may need to be constructed as production increases with the drilling of new wells. Should difficulties arise due to lack of financial resources or facility capacity, the Corporation’s growth could be adversely affected.

Reliance on Third Party Contractors

A substantial portion of the energy activities and operations of the Corporation’s affiliates are conducted through third party contractors, including drilling rig operators and other service providers. While due diligence is conducted on such third parties and they are generally made aware of and in some cases are contractually obliged to comply with the Corporation’s standards and expectations regarding health, safety, and environmental matters, corruption, bribery and other illegal activities, by virtue of their independent operations there is no assurance that such third parties will comply with the Corporation’s policies and standards and applicable laws. Any failure of a third party to comply with applicable laws, to comply with its contractual obligations or otherwise operate in accordance with the Corporation’s expectations could have an adverse effect on the Corporation’s reputation and could expose the Corporation to potential liability notwithstanding its lack of control over such parties’ activities, any of which could materially and adversely affect the Corporation and its results of operations.

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Title, Third Party Agreements and Authorizations

The Corporation’s exploration, production, and processing activities are dependent upon agreements with third parties and the grant and maintenance of appropriate licenses, concessions, leases, permits and governmental and regulatory consents (collectively referred to herein as “Authorizations”) which may not be renewed, renewable, extended or granted, or may be withdrawn, or made subject to limitations. There can be no assurance that such Authorizations will be renewed or granted, or that the terms and costs of such grants, extensions or renewals will be economic or on terms that the Corporation can achieve.

The land areas covered by the Authorizations are or may be subject to agreements with the proprietors of the land. If such agreements are terminated, found void or otherwise challenged, the Corporation may suffer significant damage through the loss of opportunity to identify and extract oil or gas on any property covered by such agreements. Furthermore, certain licenses, permits and leases and rights to extension of such licenses, permits and leases are held by drilling and/or production commitments and could be lost if for any reason such drilling and/or production commitments are not met as a result of a lack of financial resources or unavailability of drilling rigs when required or wells failing.

Title to oil and gas interests is often not capable of conclusive determination without incurring substantial expense and vendors of oil and gas interests have not in the past and may not in the future warranty title to assets acquired by the Corporation. The nature of the oil and gas leasing and title regime in the U.S. basins in which the Corporation holds an interest is such that interests in large tracts of acreage may be represented by hundreds or thousands of leases and obtaining absolute confirmation of chain of title would be time consuming and expensive. The Corporation conducts such title reviews in connection with its principal properties as it believes are commensurate with the value of such properties and conducts an extensive title review of a particular area prior to commencement of drilling. However, there can be no assurance of title. Title may be subject to unregistered liens and other defects which, if affecting a core area, could have a material adverse effect on the Corporation, its financial condition, results of operations and prospects.

Delays in Production, Marketing and Transportation

Various production, gas processing, marketing and transportation conditions may cause delays in oil and natural gas production and adversely affect the Corporation’s business. Drilling wells in areas remote from distribution and production facilities may delay production from those wells until sufficient reserves are established to justify construction of the necessary transportation and production facilities. The Corporation’s inability to complete wells in a timely manner would result in production delays. In the U.S., most private leases require actual production to hold the lease past the expiration of the primary term, with limited contractual extensions available in some cases. Because there is little infrastructure in some areas in which the Corporation holds or may in the future hold its interests, the Corporation may be subject to the risk that building of the necessary infrastructure will not be timely and costs may be prohibitive. In addition, marketing demands, which tend to be seasonal, may reduce or delay production from wells. The marketability and price of oil, natural gas and natural gas liquids that may be acquired or discovered by the Corporation will be affected by numerous factors beyond the control of the Corporation. The ability of the Corporation to market any oil, natural gas and natural gas liquids it discovers may depend upon its ability to acquire space in pipelines that deliver such products to commercial markets. The Corporation is also subject to deliverability uncertainties related to the proximity of its properties to adequate pipeline and processing facilities and extensive government regulation relating to price, taxes, royalties, licenses, land tenure, allowable production, the export of oil, natural gas and natural gas liquids and many other aspects of the oil and gas business.

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Reserves Depletion

The Corporation’s future oil and gas reserves, production and cash flow will depend upon the Corporation’s success in acquiring reserves. Failure to add reserves by acquiring or developing them will result in reserves and production declining over time.

Dividend Policy

The Corporation has not paid any dividends on its Common Shares. Any decision to pay dividends on the Common Shares in the future will be made by the board of directors of the Corporation on the basis of the earnings, financial requirements and other conditions existing at such time. Until the Corporation pays dividends, which it may never do, holders of Common Shares will not be able to receive a return on their Common Shares unless they sell them.

Environmental Protection

All phases of the energy business, in particular the oil and natural gas business, present environmental risks and hazards and are subject to environmental regulation. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Corporation’s financial condition, results of operations or prospects.

Further, the Corporation’s U.S. subsidiary, BNK US, is obliged to indemnify Vintage Petroleum LLC, a company from which it acquired the majority of its U.S. assets, for any damages associated with the use, ownership or operation of the properties acquired from it and the Corporation has guaranteed the subsidiary’s indemnification obligations. BNK US also agreed to certain environmental indemnities in connection with the Woodford Sale. While the Corporation considers the risk of environmental liability pursuant to these obligations to be low based on its due diligence and on past operations on the properties, there is no assurance that a significant liability will not be discovered and such an event could have a material adverse effect on the Corporation’s financial condition, results of operations and prospects.

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Unconventional Oil and Gas Resources and Hydraulic Fracturing

Shale oil and gas are unconventional oil and gas resources which are produced through the use of proven technologies and processes: horizontal drilling and hydraulic fracturing. Hydraulic fracturing involves injecting water, proppant (often sand), and volumes of additives into the shale formation to fracture the hydrocarbon-bearing rock thousands of feet below the surface to facilitate a higher flow of hydrocarbons into the wellbore. Environmental and other groups have expressed concern that hydraulic fracturing operations may have environmental impacts, including earthquakes, water aquifer contamination and other qualitative and quantitative effects on water resources as potentially large quantities of water are used and injected fluids either remain underground or flow back to the surface to be collected, treated and disposed of. Regulatory authorities in certain jurisdictions have announced and may in the future announce initiatives in response to such concerns. Public perception of environmental risks associated with hydraulic fracturing can further increase pressure on governments to adopt new laws, regulations or permitting requirements or lead to regulatory delays, legal proceedings and/or negative impacts on the corporate reputation of companies involved in this sector. Federal, state, and local legislative and regulatory initiatives relating to hydraulic fracturing in the jurisdictions in which the Corporation operates or may operate in the future, as well as governmental reviews of such activities in connection with applications by the Corporation for permits or otherwise, could temporarily or permanently prohibit the Corporation’s operations in those jurisdictions or result in increased costs or additional operating restrictions or delays, adversely affect the Corporation’s exploration and development activities or production and lead to third-party or governmental claims. The development of natural gas and oil resources from shale formations in which the Corporation has or may in the future have an interest may not be commercial without the use of hydraulic fracturing. Restrictions on hydraulic fracturing could reduce the amount of natural gas and oil that the Corporation is ultimately able to produce from its reserves.

Governmental Regulations

Governmental approvals, licenses, concessions and permits are subject to the discretion of the applicable governments or governmental agencies and offices. The Corporation must comply with known standards, existing laws and regulations. If implemented, new laws and regulations, amendments to existing laws and regulations or more stringent enforcement of existing laws and regulations could have a material adverse impact on the Corporation’s results of operations, financial condition and prospects.

The Corporation anticipates that it will be required to demonstrate, to the satisfaction of authorities in countries in which it holds concessions from time to time, the Corporation’s compliance with the concession terms respecting exploration expenditures, results of exploration, environmental protection matters and other factors. If such concessions are cancelled or relinquished, the Corporation will likely not be able to recover previous payments made under the Authorizations or any other costs incurred respecting the Authorizations upon such cancellation and the Corporation may have continuing obligations for work done or required while it held such Authorizations. There can be no assurance that the Corporation will be able to take measures to provide adequate protection against any of the political, economic or social uncertainties discussed in these Risk Factors.

Foreign Operations and Enforcement of Laws

Enforcement of laws in the jurisdictions in which the Corporation operates may depend on and be subject to the interpretation placed upon such laws by the relevant local authority, and such authority may adopt an interpretation of an aspect of local law which differs from the advice that has been given to the Corporation. There can be no assurance that the Corporation’s contracts, joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of governments or government bodies or authorities and the effectiveness of and enforcement of such arrangements in these jurisdictions.

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The Corporation is subject to political, economic and other uncertainties not within the control of the Corporation, including, but not limited to, the uncertainty of negotiating with foreign governments, adverse legislation, renegotiation or nullification of existing concessions, adverse determinations or rulings by governmental authorities, change in energy policies or in the personnel administering them, changes in rules regarding foreign ownership, disputes between various levels of authorities, arbitrating and enforcing claims against entities that may claim sovereignty, authorities claiming jurisdiction, potential implementation of exchange controls and royalty and government-take increases, price controls, export controls, income and other taxes, restrictions on foreign investment and other risks arising out of foreign governmental sovereignty over the areas in which the Corporation’s operations are conducted or may be conducted in the future, as well as risks of loss due to civil strife, acts of war and insurrections. Failure to comply strictly with applicable laws, regulations and local practices relating to oil and gas license applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Corporation’s operations or profitability.

The Corporation’s international operations and investments may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with its foreign operations, the Corporation may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts of Canada or enforcing Canadian judgments in foreign jurisdictions. In addition, the Corporation’s operating subsidiaries are formed pursuant to, and their operations are governed by the laws of foreign jurisdictions and a number of complex legal and contractual relationships. The effectiveness of and enforcement of such contracts and relationships with parties in these jurisdictions cannot be assured. Consequently, the Corporation’s foreign activities could be substantially affected by factors beyond the Corporation’s control, any of which could have a material adverse effect on the Corporation. The Corporation is regularly required to guarantee the obligations of its operating subsidiaries in connection with the concessions and contractual arrangements of the subsidiaries.

Further, as almost all of the Corporation’s assets are located outside of Canada, the ability of the Corporation and its directors and management to manage its operations and protect its assets may be materially impeded or affected.

Third Party Credit Risk

The Corporation is exposed to third party credit risk through its contractual arrangements with its current and future drilling contractors, oil and gas purchasers, lenders, joint venture partners and other parties. In the event such entities fail to meet their contractual obligations to the Corporation or their other third party commitments, such failures could have a material adverse effect on the Corporation.

Hedging Activities

From time to time the Corporation enters into financial derivative transactions to manage commodity price fluctuations and stabilize cash flows. While the desired effect of the agreements is to mitigate the risk of revenue losses if commodity prices decline, if commodity prices increase beyond the levels set in such agreements, the Corporation will not benefit from such increases and if costs incurred increase, such hedging activities could have a material adverse effect on the Corporation’s financial condition and results of operations.

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Fiscal Matters

As of the date of this AIF, there are no significant restrictions on the repatriation of capital and distribution of earnings that affect the Corporation. There can be no assurance, however, that restrictions on repatriation of capital or distributions of earnings will not affect the Corporation in the future.

Amendments to domestic or foreign taxation laws and regulations in the countries in which the Corporation has assets or operations which alter tax rates and/or capital allowances could have a material adverse impact on the Corporation.

The Corporation is subject to the risk that currencies will not be convertible at satisfactory rates, that fluctuations in the conversion rates between Canadian and U.S. currencies may result in higher general and administrative expenses or may not accurately reflect the relative value of goods and services available or required. Funds raised through equity issuances are generally raised in Canadian dollars whereas the majority of the Corporation’s expenditures are typically incurred in other currencies and therefore currency fluctuations could have a material impact on the Corporation’s results of operations. The exchange rates between the Canadian and U.S. currencies have varied substantially recently. The Corporation is not currently using exchange rate derivatives to manage exchange rate risks.

Cost of New Technologies

The energy industry, in particular the oil and gas industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies. Other energy companies have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before the Corporation does. There can be no assurance that the Corporation will be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. One or more of the technologies currently utilized by the Corporation or implemented in the future may become obsolete. In such case, the Corporation’s business, financial condition and results of operations could be materially adversely affected. If the Corporation is unable to utilize the most advanced commercially available technology, the Corporation’s business, financial condition and results of operations could be materially adversely affected.

Uninsured Risks

The Corporation, as a participant in oil and gas extraction projects, may become subject to liability for hazards which cannot be insured against or against which it may elect not to be insured because of high premium costs or other commercial reasons. The Corporation may incur liabilities to third parties (in excess of any insurance coverage) arising from pollution or other damage or injury. There can be no assurance that the Corporation will be able to obtain insurance at reasonable rates (or at all) or that any coverage it obtains will be adequate and available to cover any such claims. An uninsured claim, if substantial, could have a material adverse effect on the Corporation, its results of operations and, in a worst case scenario, ability to continue as a going concern.

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Decommissioning Costs

The Corporation may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines, which it may use for production of oil and gas. Abandonment and reclamation of facilities and the costs associated therewith is often referred to as “decommissioning”. There are no immediate plans to establish a cash reserve account for these potential costs. The Corporation makes a provision for asset retirement obligations in the financial statements in accordance with IFRS; however, there is no requirement to set up cash reserves. Should decommissioning be required, the costs of decommissioning may exceed the value of hydrocarbon reserves remaining and any salvage value of the equipment at any particular time to cover such decommissioning costs. The Corporation may have to draw on funds from other sources to satisfy such costs. The use of other funds to satisfy such decommissioning costs could have a materially adverse effect on the Corporation’s financial position and future results of operations.

Labour

The Corporation uses local labour to carry out site work on some of its projects. The Corporation has directly or indirectly through its subsidiaries employed local workers and is subject to local labour laws. While the Corporation has not been materially adversely affected by any labour related developments or industrial action in the past, there can be no assurance that such developments or actions may not occur in the future. Such occurrences may have a material adverse impact on the business, operations, prospects and financial performance of the Corporation.

Reliance on Third Party Operators and Key Personnel

To the extent that the Corporation is not the operator of its properties, the Corporation will be dependent upon other guarantors’ or third parties’ operations for the timing of activities and will be largely unable to control the activities of such operators. In addition, the Corporation’s success depends, to a significant extent, upon management and key employees. The loss of key employees could have a negative effect on the Corporation. Attracting and retaining additional key personnel will be required for the Corporation’s business to be successful. The Corporation faces significant competition for skilled personnel. There is no assurance that the Corporation will successfully attract and retain personnel required to continue to expand its business and to successfully execute its business strategy.

Litigation

All industries, including the energy industry, are subject to legal claims, with and without merit. The Corporation has from time to time been involved in legal disputes. It is also likely, given the nature of the Corporation’s business, that it will become involved in legal disputes in the future. Some such disputes may be governed by the laws of jurisdictions where substantive and procedural laws may differ materially from those of the United States and Canada, and which may favour a claimant. These and other factors make the litigation and dispute resolution process inherently unpredictable. Furthermore, defence and settlement costs can be substantial, even with respect to claims that have no merit. It is possible that the outcome or resolution of legal proceedings and disputes, individually or in the aggregate, could be other than as expected and could have a material adverse effect on the Corporation’s financial position and results of operations.

Anti-Bribery and Anti-Corruption Laws

The Corporation is subject to anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act. Failure to comply with these laws could subject the Corporation to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect the Corporation’s business, results of operations and financial condition. It may not be possible for the Corporation to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located or may be located in the future.

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Conflicts of Interest

Certain of the directors of the Corporation may have associations with other oil and gas companies or with other industry participants with whom the Corporation does business. The directors of the Corporation are required by applicable corporate law to act honestly and in good faith with a view to the Corporation’s best interests and to disclose any interest which they may have in any project or opportunity to the Corporation. However, their interests in the other companies may affect their judgment and cause such directors to act in a manner that is not necessarily in the best interests of the Corporation.

Climate Change

Climate change concerns could result in increased operating costs and reduced demand for the Corporation’s products and shares, while the potential physical effects of climate change could disrupt the Corporation’s production and cause it to incur significant costs in preparing for or responding to those effects.

Global climate issues continue to attract public and scientific attention. Numerous reports have engendered concern about the impacts of human activity, especially hydrocarbon combustion, on global climate issues. In turn, increasing public, government, and investor attention is being paid to global climate issues and to emissions of greenhouse gas (“GHG”), including emissions of carbon dioxide and methane from the production and use of oil, natural gas liquids and natural gas. The majority of countries across the globe have agreed to reduce their carbon emissions in accordance with the Paris Agreement. As discussed below, the Corporation faces both transition risks and physical risks associated with climate change and climate change policy and regulations.

Transition risks

Foreign and domestic governments continue to evaluate and implement policy, legislation, and regulations focused on restricting emissions commonly referred to as GHG emissions and promoting adaptation to climate change and the transition to a low-carbon economy. It is not possible to predict what measures foreign and domestic governments may implement in this regard, nor is it possible to predict the requirements that such measures may impose or when such measures may be implemented. Given the evolving nature of climate change policy and the control of GHG emissions and resulting requirements, including carbon taxes and carbon pricing schemes implemented by varying levels of government, it is expected that current and future climate change regulations will have the effect of increasing the Corporation’s operating expenses, and, in the long-term, potentially reducing the demand for oil, natural gas liquids, natural gas and related products, resulting in a decrease in the Corporation’s profitability and a reduction in the value of its assets.

Claims have been made against energy companies in relation to GHG emissions or otherwise associated with climate change, and the frequency of such claims may increase. Individuals, government authorities, or other organizations may make claims against oil and natural gas companies for alleged personal injury, property damage, or other potential liabilities. The Corporation could be named in actions making similar allegations. An unfavorable ruling in any such case could adversely affect the demand for and price of securities issued by the Corporation, impact its operations and have an adverse impact on its financial condition.

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Given the perceived elevated long-term risks associated with policy development, regulatory changes, public and private legal challenges, or other market developments related to climate change, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, banks, public pension funds, universities and other institutional investors, promoting direct engagement and dialogue with companies in their portfolios on climate change action (including exercising their voting rights on matters relating to climate change) and increased capital allocation to investments in low-carbon assets and businesses while decreasing the carbon intensity of their portfolios through, among other measures, divestments of companies with high exposure to GHG-intensive operations and products. Certain stakeholders have also pressured insurance providers and commercial and investment banks to reduce or stop financing, and providing insurance coverage to oil and natural gas and related infrastructure businesses and projects. The impact of such may adversely affect the Corporation’s operations, the demand for and price of the Corporation’s securities and may negatively impact the Corporation’s cost of capital and access to the capital markets.

Emissions, carbon and other regulations impacting climate and climate-related matters are constantly evolving. The Canadian Securities Administrators published for comment Proposed National Instrument 51-107 – Disclosure of Climate Related Matters, intended to introduce climate-related disclosure requirements for reporting issuers in Canada with limited exceptions. If the Corporation is not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, insurance providers, or other stakeholders, its business and ability to attract and retain skilled employees, obtain regulatory permits, licences, registrations, approvals, and authorizations from various governmental authorities, and raise capital may be adversely affected.

Physical risks

Based on the Corporation’s current understanding, the potential physical risks resulting from climate change are long-term in nature and associated with a high degree of uncertainty regarding timing, scope, and severity of potential impacts. Many experts believe global climate change could increase extreme variability in weather patterns such as increased frequency of severe weather, rising mean temperature and sea levels, and long-term changes in precipitation patterns. Extreme hot and cold weather, heavy snowfall, heavy rainfall, and wildfires may restrict the Corporation’s ability to access its properties and cause operational difficulties, including damage to equipment and infrastructure. Extreme weather also increases the risk of personnel injury as a result of dangerous working conditions. Certain of the Corporation’s assets are located in locations that are proximate to rivers and a flood may lead to significant downtime and/or damage to the Corporation’s assets or cause disruptions to the production and transport of its products or the delivery of goods and services in its supply chain.

DIVIDENDS

The Corporation has not paid any dividends or distributions on its Common Shares. The Corporation’s current dividend or distribution policy is to retain any earnings and other cash resources for the operation and development of the Corporation’s business. Any decision to pay dividends or distributions on Common Shares in the future will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.

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DESCRIPTION OF CAPITAL STRUCTURE

Share Capital

The Corporation’s authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.

As at December 31, 2022, there were 35,615,921 Common Shares and no Preferred Shares issued and outstanding. As of the date of this AIF, there were 35,620,921 Common Shares issued and outstanding.

Rights and Restrictions

The holders of the Common Shares are entitled to receive notice of and to attend all meetings of the shareholders of the Corporation. Each Common Share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Corporation.

The holders of the Common Shares, subject to the prior rights, if any, of the holders of any other class of shares of the Corporation, are entitled to receive such dividends in any financial year as the board of directors of the Corporation may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the Common Shares are entitled, subject to the prior rights, if any, of the holders of any other class of shares of the Corporation, to participate rateably in the remaining property and assets of the Corporation.

Holders of the Preferred Shares are entitled to receive notice of and to attend all meetings of holders of the class of Preferred Shares that they hold. Holders of the Preferred Shares shall not be entitled to receive notice of, attend or vote at any meeting of shareholders of the Corporation. Holders of the Preferred Shares, subject to the prior rights, if any, of holders of any other class of shares of the Corporation, are entitled to receive such dividends in any financial year as the board of directors of the Corporation may by resolution determine. However, such declaration and payment of dividends shall rank prior to the holders of the Common Shares or any other shares of the Corporation ranking junior to the Preferred Shares. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, holders of the Preferred Shares are entitled to receive, for each Preferred Share held, from the property and assets of the Corporation, a sum equivalent to the amount paid up thereon together with the premium (if any) thereon and any dividends declared thereon before any amount shall be paid or any property or asset of the Corporation is distributed to the holders of the Common Shares or any other shares ranking junior to the Preferred Shares with respect to the repayment of capital; after payment to the holders of the Preferred Shares of the amount so payable to them, the holders of Preferred Shares shall not be entitled to share in any further distribution of the property or assets of the Corporation except as specifically provided in special rights and restrictions attached to any particular series of Preferred Shares, and the holders of the Common Shares shall be entitled to receive the remaining property of the Corporation.

Debt

As at December 31, 2022 and the date of this AIF, the Corporation’s subsidiary, BNK US, had a $75 million reserve-based credit facility. It had borrowed $18.2 million against the credit facility at December 31, 2022.

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Stock Options

The Corporation has a stock option plan (the “Plan”) that permits the issuance of incentive stock options (“Options”) equal in number to up to 10% of the issued and outstanding Common Shares at the time of grant, to eligible participants as described in the Plan. Options do not confer on the holder any right to vote at a meeting of the shareholders of the Corporation.

Any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares available for grant under the Plan, and any exercises of stock options will make new grants available under the Plan. The exercise price of an Option granted under the Plan may not be set at less than the closing market price of the Common Shares on the TSX on the trading day immediately preceding the date of grant of the Option. The Options may be granted for terms of up to ten years, as determined by the Board of Directors (or Compensation Committee) of the Corporation, and are non-assignable, other than pursuant to a will or by the laws of descent and distribution. Options may be subject to vesting as determined by the directors at the time of grant. Unvested options are immediately exercisable in the event of a take-over bid or change of control, as defined in the Plan.

As at December 31, 2022, there were a total of 776,000 Options outstanding with exercise prices ranging between C$0.80 and C$5.70 and expiry dates ranging from 2023 to 2027, all of which Options were granted pursuant to the Plan. At the date of the AIF, there were a total of 746,500 Options outstanding with exercise prices ranging between C$0.80 and C$5.70.

Pursuant to the rules of the TSX, any unallocated entitlements under the Plan must be approved and ratified by shareholders every three years. Shareholders last approved and ratified the unallocated entitlements under the Plan on September 24, 2020.

Restricted Share Unit Plan

The Corporation has a restricted share unit plan (the “RSU Plan”). The RSU Plan has been established to provide a greater alignment of interests between directors, executive officers and employees of the Corporation and its affiliates (for the purposes of this section, “Designated Participants”) and shareholders of the Corporation, and to provide a compensation mechanism for Designated Participants that appropriately reflects the responsibility, commitment and risk accompanying their roles. The RSU Plan is also intended to assist the Corporation to attract, retain and motivate Designated Participants with experience and ability, and to allow Designated Participants to participate in the success of the Corporation. Under the RSU Plan, restricted share units (“RSUs”) may be granted to such Designated Participants as may be determined by the Board in its sole discretion with effect from such dates as the Board may specify. As at December 31, 2022 and the date of this AIF, no RSUs have been granted.

Share Purchase Warrants

As at December 31, 2022 and the date of this AIF, the Corporation does not have any share purchase warrants outstanding.

MARKET FOR SECURITIES

The Common Shares are listed and trade on the TSX under the symbol “KEI”.

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Trading Price and Volume

The following table sets forth the price ranges and volume of Common Shares traded on the TSX during the most recently completed financial year. All information related to trading volumes and per share amounts have been retrospectively adjusted to reflect the share consolidation that occurred in May 2022.

Year	Month		High(C$)		Low(C$)		Volume
2022		January		1.05		0.75		1,116,840
		February		1.00		0.80		567,661
		March		2.15		0.80		3,681,354
		April		3.40		1.95		3,150,367
		May		2.72		1.70		1,687,593
		June		2.90		1.62		1,277,581
		July		2.00		1.42		470,792
		August		2.24		1.74		514,648
		September		2.32		1.84		335,946
		October		2.98		1.96		825,650
		November		3.81		2.91		1,461,540
		December		4.06		3.50		1,308,400

Prior Sales

The Corporation did not issue any securities which are not listed or quoted on a marketplace during the most recently completed financial year.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As at December 31, 2022 and the date of this AIF, there are no securities of the Company which, to the Company’s knowledge, are held in escrow or which are subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following table sets forth all current directors and executive officers of the Corporation as of the date of this AIF, with each position and office held in the Corporation, and the period of service as a director of the Corporation (if applicable). Each director’s term of office expires at the next annual general meeting of shareholders.

Name, Position, Province or State and Country of Residence	Year First Became a Director(6)	Principal Occupation During the Past 5 Years (including officer positions with the Corporation)
David Neuhauser(1)(2)(3)(5)  Illinois, U.S. Director	2016	Founder and Managing Director of Livermore Partners LLC, a private investment firm.
Eric Brown(1)(2)(4)(5) British Columbia, Canada Director	2008	Independent consultant June 2007 to date. Regional Managing Partner, Alberta Advisory Services, Meyers Norris Penny LLP, March 2002 to May 2006.

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Name, Position, Province or State and Country of Residence	Year First Became a Director(6)	Principal Occupation During the Past 5 Years (including officer positions with the Corporation)
Leslie O’Connor(2)(3)(4)(5) Colorado, U.S. Director	2014	Retired as of October 2018; Associate of MHA Petroleum Consultants, LLC. from February 2017 to October 2018; Managing Partner of MHA Petroleum Consultants, LLC. between May 2006 and February 2017.
Evan Templeton(1)(3) New York, U.S. Director	2022	Managing Director, Odinbrook Global Advisors LLC from April 2020 to present. Principal, WestOak Advisors LLC from January 2020 to present. Managing Director, Leveraged Credit Strategy, Jefferies LLC from April 2005 to March 2019.
Wolf Regener(4) California, U.S. President, Chief Executive Officer and Director	2010	President and CEO of the Corporation since May 2008 and President of BNK US since January 2005.
Gary Johnson  California, U.S. Chief Financial Officer and Vice President	Not Applicable	Chief Financial Officer and Vice President of the Corporation since December 2013; Chief Financial Officer of the Corporation between April 2013 and December 2013;

Notes:

(1)	Member of the Audit Committee.
(2)	Member of the Corporate Governance Committee.
(3)	Member of the Compensation Committee.
(4)	Member of the Health, Safety and Environmental Committee.
(5)	Member of the Reserves Committee.
(6)	Each director’s term of office expires at the Corporation’s next annual general meeting of shareholders.

Control of Securities

As at December 31, 2022, the directors and executive officers of the Corporation as a group beneficially owned, or exercised control or direction over, directly or indirectly an aggregate of 5,424,200 Common Shares, representing approximately 15.2% of the issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set out herein, to the knowledge of the Corporation, no director or executive officer of the Corporation is or was within 10 years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a)	was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b)	was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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For the purposes of the disclosure immediately above, “order” means: (a) a cease trade order, including a management cease trade order, whether or not the person was named in the order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, that in each case was in effect for a period of more than 30 consecutive days. Except as set out herein, to the knowledge of the Corporation, no director or executive officer of the Corporation or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

(a)

is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)

has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Except as set out herein, to the knowledge of the Corporation, no director or executive officer of the Corporation or any shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to:

(a)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Certain of the Corporation’s directors and officers serve or may agree to serve as directors or officers of other reporting and private companies or have significant shareholdings in other reporting and private companies and, to the extent that such other companies may participate in ventures in which the Corporation may participate, or contract with the Corporation, such directors and officers of the Corporation may have a conflict of interest in negotiating and concluding terms of such ventures or contracts. From time to time, several such companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In such circumstances directors and officers of the Corporation who are also directors and officers of other companies involved in such a transaction may experience a conflict or potential conflict that could detract from their efforts on behalf of the Corporation. In the event of an actual or potential conflict of interest, a director who has such a conflict is required to abstain from voting on the matter and not participate in negotiating and concluding terms of any proposed transaction. Under the laws of the province of British Columbia, the directors of the Corporation are required to act honestly, in good faith and in the best interests of the Corporation and to disclose any conflict of interest. The Corporation’s Code of Ethics imposes similar obligations on officers and employees. See also “Risk Factors” and “Interest of Management and Others in Material Transactions”.

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PROMOTERS

No person or company has been a promoter of the Corporation within the two most recently completed financial years or during the current financial year.

AUDIT COMMITTEE INFORMATION

Audit Committee Mandate

The Corporation’s Audit Committee has a Charter in the form attached to this AIF as Schedule “A”.

Composition of Audit Committee

The Audit Committee consists of three directors, namely Eric Brown (Chair), David Neuhauser and Evan Templeton. All of the members of the Audit Committee are independent and financially literate within the meaning of those terms set forth in National Instrument 52-110 (“NI 52-110”).

Education and Experience

The following is a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

Eric Brown (Chair) is a Chartered Professional Accountant with several years of experience as a director of both private and public Canadian companies. He has served on public company audit committees in the past. Eric has 30 years’ experience in the financial services industry.

David Neuhauser is Founder and Managing Director of Livermore Partners LLC and a Member of the Chicago Board of Trade. He received his undergraduate degree from Northeastern University and his graduate degree from Roosevelt University.

Evan Templeton is a Managing Director of Odinbrook Global Advisors LLC and Principal of WestOak Advisors LLC . He has over twenty five years of experience in the high yield and leveraged loan markets.

Audit Committee Oversight

No recommendation of the Audit Committee to nominate or compensate an external auditor was rejected by the Corporation’s board of directors.

Audit Fees and Pre-Approval of Audit Services

Under the terms of the Audit Committee Charter, the Audit Committee is required to review and pre-approve the objectives and scope of the external audit work and proposed fees. In addition, the Audit Committee is required to review and pre-approve all non-audit services, including tax services, which the Corporation’s external auditors are to perform. The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

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External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors, KPMG LLP, during the years ended December 31, 2022 and 2021 are as follows:

	2022		2021
Audit Fees(1)	C$	243,960	C$	229,500
Audit Related Fees(2)		-		-
Tax Compliance Fees		33,960		72,300
	C$	277,920	C$	301,800
Other Fees(3)		-		-
Total Fees	C$	277,920	C$	301,800

Notes:

(1)	“Audit Fees” include the aggregate fees billed in each financial year for audit fees.
(2)	“Audit Related Fees” include the aggregate fees billed in each financial year for assurance and related services to the performance of the audit or review of the Corporation’s financial statements not already disclosed under “Audit Fees”.
(3)	“Other Fees” include aggregate fees billed for products or services not already reported in the above table, if applicable.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

From time to time, the Corporation or its subsidiaries are the subject of litigation arising out of operations. Damages claimed under such litigation may be material or may be indeterminate and the outcome of such litigation may materially impact the Corporation’s financial condition or results of operations. The Corporation and its properties are not currently subject to any legal proceedings, nor are any proceedings known to be contemplated that involves a claim for damages in an amount that excluding interest and costs exceeds 10% of the current assets of the Corporation. No penalties or sanctions were imposed against the Corporation by a court relating to securities legislation or by a securities regulatory authority and the Corporation did not enter into any settlement agreements before a court in respect of securities legislation or with a securities regulatory authority during the most recently completed financial year or prior to the date of this AIF. There are no other penalties or sanctions imposed by a court or regulatory body against the Corporation or its subsidiaries that would likely be considered important to a reasonable investor in making an investment decision.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed in this AIF, to the knowledge of the Corporation no director, executive officer or principal shareholder of the Corporation, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or will materially affect the Corporation.

TRANSFER AGENTS AND REGISTRARS

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., located at 600, 530 – 8^th Avenue SW, Calgary, Alberta, T2P 3S8.

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MATERIAL CONTRACTS

There are no contracts of the Corporation, other than contracts entered into in the ordinary course of business of the Corporation, that are material to the Corporation and that were entered into within the most recently completed financial year of the Corporation or before the most recently completed financial year of the Corporation and which are still in effect or that are otherwise required to be filed pursuant to National Instrument 51-102 Continuous Disclosure Obligations, other than the Credit Agreement dated as of June 13, 2017 made between BNK Petroleum (US) Inc. (as borrower) and BOKF, NA (as administrative agent and LC issuer), a copy of which has been filed under the Corporation’s profile at www.sedar.com.

INTERESTS OF EXPERTS

Names of Experts

Information in the National Instrument 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor as at December 31, 2022, which is incorporated by reference herein, was prepared by Netherland, Sewell.

Interests of Experts

To the knowledge of the Corporation, none of Netherland, Sewell or any of the partners, employees or consultants of Netherland, Sewell, at the time of preparing the applicable statement or report, held or thereafter received or will receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Corporation or of one of the Corporation’s associates or affiliates.

None of the directors, officers, or employees of Netherland, Sewell is or is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or any associate or affiliate of the Corporation.

Auditors

KPMG LLP are the auditors of the Corporation and have confirmed that they are independent with respect to the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com.

Additional information, including remuneration of directors and named executive officers, indebtedness of directors and officers, principal holders of the Corporation’s securities, and securities authorized for issuance under equity compensation plans is contained in the Corporation’s Information Circular for its most recent annual general meeting of security holders that involved the election of directors.

Additional financial information is provided in the Corporation’s consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2022.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER

I. MANDATE

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

● Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

● Review and appraise the performance of the Company’s external auditors.

● Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

II. COMPOSITION

The Committee shall be comprised of three directors as determined by the Board of Directors, all of whom shall independent, as such term is defined in National Instrument 52-110 – Audit Committees.

All members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

A-2

III. MEETINGS

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Review of Reports, Policies and Procedures

1. Review and update this Charter annually.

2. Review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

3. Review with management and make recommendations to the Board in respect of the adequacy and effectiveness of the Company’s financial risk management procedures.

4. Review the monitoring of the Whistleblower Policy for the submission, receipt, retention and treatment of complaints and concerns regarding accounting and auditing matters, and review any developments and responses on reports received thereunder.

External Auditors

5. Review annually the performance of the external auditors and ensure their independence after reviewing all significant relationships they might have with the Company.

6. Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

7. Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

A-3

8. At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

9. Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

10. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

11. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

i.	the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
ii.	such services were not recognized by the Company at the time of the engagement to be non-audit services; and
iii.	such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

12. In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

13. Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

14. Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

A-4

15. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

16. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

17. Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

18. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

19. Review certification process.

Other

20. Review any related-party transactions.

V. ANNUAL WORK PLAN

21. The Committee reviews and updates annually a work plan for the ensuing year which includes periodic review at specified times and periods of financial reporting and continuous disclosure documents and matters, internal controls and reporting, dealings with external auditors and other related matters.

This Audit Committee Charter was adopted by the Board of Directors of the Company on the 25th day of March, 2009, and was most recently updated on March 29, 2011.

EX-99.2

Exhibit 99.2

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Kolibri Global Energy Inc. (the “issuer”) for the financial year ended December 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual 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 financial year end

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 annual 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 (2013 Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have

A.	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
B.	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

I.	our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
II.	N/A

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 31, 2023

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.3

Exhibit 99.3

FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE

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

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Kolibri Global Energy Inc. (the “issuer”) for the financial year ended December 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual 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 financial year end

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 annual 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 (2013 Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have

A.	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
B.	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

I.	our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
II.	N/A

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 31, 2023

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.4

Exhibit 99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS

DECEMBER 31, 2022

Kolibri Global Energy Inc.  | 1 |  Year ended December 31, 2022

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 year ended December 31, 2022, compared to 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 audited consolidated financial statements for the years ended December 31, 2022 and 2021. Unless otherwise noted, all financial data has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 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.sedar.com 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 IFRS 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 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 March 15, 2023. Please read carefully the important cautionary notes regarding technical information, forward-looking statements and other matters set out in this report.

Currency

The Company’s reporting currency for financial reporting purposes is U.S. dollars. All dollar amounts set forth in this report are expressed in United States dollars, except where otherwise indicated. The following table sets forth, for each of the years indicated, the high and low exchange rates, the average exchange rate and the year-end exchange rate of one United States dollar in exchange for Canadian dollars as reported by Bloomberg.

	Year ended December 31
	2022		2021		2020
High	CDN$1.25		CDN$1.20		CDN$1.27
Low		1.39		1.29		1.44
Average		1.30		1.25		1.34
Year End		1.35		1.27		1.27

Kolibri Global Energy Inc.  | 2 |  Year ended December 31, 2022

Description of Business

KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

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.

OVERVIEW

Results at a Glance

Year Ended December 31,	2022			2021		2020
Financial (US $000 except per share)
Oil and gas gross revenues		48,376			19,128		12,251
Oil and gas revenues, net of royalties(1)		37,560			14,972		9,580
Net operating income(2)		32,656			12,010		6,825
Net income (comprehensive loss)		16,643			71,002		(70,410	)
Basic and diluted net income (loss) per share		0.47			0.30		(0.30	)
Cash flows from operating activities		22,042			6,303		6,111
Adjusted EBITDA(3)		25,112			6,572		7,194
Additions (adjustments) to property, plant and equipment		37,097			696		(16	)
Operating
Average production (Boepd)		1,640			975		1,151
Average price ($/BOE)		80.82			53.75		29.08
Netback from operations ($/BOE)(4)		54.56			33.75		16.20
Netback including commodity contract ($/BOE)(4)		47.79			26.05		23.86
Balance Sheet
Cash and cash equivalents		1,037			7,316		920
Total assets		184,082			157,016		82,184
Working capital (deficiency)		(6,568	)		3,823		(3,456	)
Total non-current liabilities		19,835			17,849		19,978

(1) Oil and gas revenues, net of royalties for 2022 exceeded management’s forecasted guidance of $35 million to $37 million.

(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) 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 |  Year ended December 31, 2022

Highlights

The average production for 2022 was 1,640 BOEPD, an increase of 68% compared to 2021 production of 975 BOEPD, and was in the range of management’s forecasted guidance of 1,500 to 1,700 BOEPD. The increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well which started production during the first half of 2022, and the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of the year. The production exit rate as of December 31, 2022 totaled over 4,000 BOEPD, which exceeded management’s forecasted guidance of 2,700 BOEPD.

Adjusted EBITDA⁽¹⁾ was $25.1 million for 2022 compared to $6.6 million for 2021, an increase of 288%. This increase was due to the increase in production of 68% and a 50% increase in average prices partially offset by higher realized losses from commodity contracts. Adjusted EBITDA for 2022 exceeded management’s forecasted guidance of $23 million to $25 million.

Gross revenues for the year ended 2022 increased by 153% compared to the year ended 2021. This increase was primarily due to a 68% increase in production and a 50% increase in average prices in 2022 compared to 2021.

Net income in 2022 was $16.6 million, compared to net income of $71.0 million in 2021. The Company had recorded an impairment reversal of $70.8 million for the year ended December 31, 2021. Excluding the impact of that impairment reversal, net income would have increased by $16.5 million due to higher production and higher average prices partially offset by higher realized losses on commodity contracts.

Netback from operations⁽²⁾ increased to $54.56 per BOE in 2022 compared to $33.75 per BOE in 2021, an increase of 62%. Netback including commodity contracts⁽²⁾ for 2022 was $47.79 per BOE compared to $26.05 in 2021, an increase of 83% from the prior year. The 2022 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes.

Production and operating expense per barrel averaged $8.19 per BOE in 2022 compared to $8.32 per BOE in 2021, a decrease of 2%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices and the increase in cost of materials and services.

In May 2022, the Company completed a share consolidation on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the MD&A have been retrospectively adjusted to reflect the share consolidation.

In October 2022, the Company’s credit facility was redetermined and the borrowing base was increased from $20 million to $25 million. At December 31, 2022, the Company has $6.8 million of available borrowing capacity on the credit facility.

(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 |  Year ended December 31, 2022

OPERATIONS UPDATE

Tishomingo Field, Ardmore Basin, Oklahoma

The Company was successful in completing its five-well drilling program that was started at the beginning of the year. The Barnes 7-3H well (98.07% working interest) well and the Barnes 8-4H well (98.07% working interest) started production in the second quarter of 2022. The Emery 17-2H well (99% working interest) started production in late November 2022, the Brock 9-3H well (100% working interest) produced for twenty days in December 2022 and the Glenn 16-3H well (100% working interest) produced for twelve days in December 2022. The average production for 2022 was 1,640 BOEPD, an increase of 68% compared to 2021 production of 975 BOEPD.

DISCUSSION OF OPERATING RESULTS

Production and Revenue

	FY2022		FY2021		%
Average oil production (BOPD)		1,241		662		87
Average natural gas production (MCF/D)		1,061		864		23
Average NGL production (BOEPD)		222		169		31
Average production (BOEPD)		1,640		975		68
Average oil price ($/bbl)		94.46		66.08		43
Average natural gas price ($/mcf)		7.12		3.99		78
Average NGL price ($/bbl)		34.88		30.59		14
Average price ($/BOE)		80.82		53.75		50
Oil revenue ($000)		42,795		15,978		168
Natural gas revenue ($000)		2,759		1,259		119
NGL revenue ($000)		2,822		1,891		49

Oil production for 2022 was 1,241 BOPD compared to 662 BOPD for 2021, an increase of 87%. The production increase is due to the additional production from the 2022 drilling program. Oil revenue increased by 168% in 2022 versus 2021 due to the production increase and an increase in oil prices of 43%.

For 2022, average natural gas production was 1,061 MCFPD compared to 864 MCFPD in 2021, an increase of 23%. The increase in 2022 is due to the additional production from the 2022 drilling program. Natural gas revenue increased by 119% in 2022 versus 2021 due to the production increase and an increase in natural gas prices of 78%.

Natural gas liquids (NGL) production in 2022 increased to 222 BOEPD from 169 BOEPD in 2021, an increase of 31%. NGL revenue increased by 119% in 2022 compared to 2021 due to the production increase and an increase in NGL prices of 14%.

Average production on a per BOE basis was 1,640 BOEPD in 2022 compared to 975 BOEPD in 2021, an increase of 68%. The increase is due to the factors discussed above. Gross revenue for 2022 increased by 153% compared to 2021 due to increases in production and average prices.

Kolibri Global Energy Inc.  | 5 |  Year ended December 31, 2022

Royalties, Operating Expenses and Netbacks

($/BOE)	FY2022		FY2021		%
Average price	80.82		53.75		50
Less: Royalties	18.07		11.68		55
Less: Production and operating expenses	8.19		8.32		2
Netback from operations(1)	54.56		33.75		62
Price adjustment from commodity contracts(2)	(6.77	)	(7.70	)	-
Netback including commodity contracts(1)	47.79		26.05		83

(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.

Average prices increased by 50% in the year ended 2022, compared to prior year, due to the price increases in oil, gas and NGLs discussed above. Oil made up 76% of the production mix in 2022 compared to 68% in 2021.

Royalties on Tishomingo production averaged approximately 22.4% for 2022 versus 21.7% in 2021. The percentages 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 $8.19 per BOE for 2022 compared to $8.32 per BOE for the same period in 2021. The decrease was due to increased production which reduced the fixed per barrel costs partially offset by higher production taxes due to an increase in prices and the increase in cost of materials and services. Operating expense per BOE excluding production taxes for 2022 decreased by 27% compared to the prior year due to increased production.

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

At December 31, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil – WTI Swap		January 1, 2023 to May 31, 2023		45,000		$56.02
Oil – WTI Swap		January 3, 2023 to December 29, 2023		36,000		$90.45
Oil – WTI Costless Collars		January 3, 2023 to December 29, 2023		48,000		$70.00 - $94.00
Oil – WTI Swap		June 1, 2023 to December 31, 2023		63,000		$64.90
Oil – WTI Swap		January 1, 2024 to May 31, 2024		40,000		$62.77
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		6,000		$65.00 - $79.50
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		24,000		$65.00 - $86.00
Oil – WTI Costless Collars		June 3, 2024 to June 28, 2024		8,000		$60.00 - $78.15
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		21,000		$60.00 - $86.65
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		18,000		$60.00 - $78.00

Kolibri Global Energy Inc.  | 6 |  Year ended December 31, 2022

The estimated fair value results in a $2.0 million liability as of December 31, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $1.4 million and a long term liability of $0.6 million (December 31, 2021: current liability of $1.9 million and a long term liability of $0.6 million).

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

($000s)		December 31,
		2022		2021
Realized loss on financial commodity contracts	$	(4,050	)	(2,741	)
Unrealized gain (loss) on financial commodity contracts	$	461		(2,439	)

General and Administrative Expenses

G&A expense for 2022 was $3.5 million compared to $2.7 million in 2021, an increase of 30%. The increase is due to increases in both payroll costs and director fees in 2022, an increase in investor relations and marketing costs in 2022 and additional non-recurring professional costs related to the share consolidation process.

Depletion and Depreciation

Depletion and depreciation expense for 2022 was $7.6 million compared to $3.6 million in 2021. The increase of 111% is due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021. Depletion and depreciation expense on a per barrel basis was $12.67 for 2022 compared to $10.41 for 2021.

Interest on loans and borrowings

Interest on loans and borrowings increased from $0.9 million in 2021 to $1.1 million for the same period of 2022. The increase is due to an increase in interest rates in 2022 partially offset by principal payments on the credit facility during 2021 which reduced the outstanding loan balance.

Net income for the period

The Company had net income of $16,643,000 ($0.47 per basic share) in 2022 compared to net income of $71,002,000 ($3.05 per share) for the same period of 2021. The change in net income in 2022 compared to the net income in the same period in 2021 is due to the reversal of the impairment of property, plant, and equipment of $70,820,000, an increase in depletion, depreciation and accretion of $3,987,000, an increase in operating expenses of $1,942,000 an increase in G&A expense of $797,000, a decrease in gain on forgiven loan of $583,000, an increase in share based compensation of $277,000 and an increase in interest on long term debt of $164,000, partially offset by an increase in revenue net of royalties of $22,588,000, and realized and unrealized losses in financial commodity contracts in 2022 totaling $3,589,000 versus losses of $5,180,000 in 2021.

Cash from operating activities

Cash flows from operating activities for 2022 was $22.0 million compared to cash flows from continuing operating activities of $6.3 million in 2021.

Kolibri Global Energy Inc.  | 7 |  Year ended December 31, 2022

CAPITAL EXPENDITURES

Capital expenditures for 2022 were for the Barnes 7-3H well (operated, KEI 98% working interest), the Barnes 8-4H well (operated, KEI 98% working interest), the Glenn 16-3H well (operated, KEI 100% working interest) the Emery 17-2H well (operated, KEI 99% working interest) and the Brock 9-3H well (operated, KEI 100% working interest), all in the Tishomingo field located in Oklahoma. In addition, about $1.8 million of the additions includes tubulars that will be utilized for the wells to be drilled in 2023.

($000)
		2022		2021
Additions to oil and gas properties	$	37,097	$	696
	$	37,097	$	696

LIQUIDITY AND CAPITAL RESOURCES

	At December 31,
(000s; other than number of shares and per share amounts)	2022			2021
Working Capital (Deficiency) (US$)(1)	$	(6,568	)	$	3,823
Loans and Borrowings (US$)	$	18,158		$	17,033
Shares Outstanding, end of year		35,615,921			35,258,778
Market Price per share, end of year (in Canadian $)	$	2.95		$	0.80
Market Value of Shares (in Canadian $)	$	105,067		$	28,207

(1) Includes current portion of loans of borrowings.

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has a borrowing base of $25.0 million and the Company has an available borrowing capacity of $6.8 million at December 31, 2022. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2023. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts and the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA, a Non-GAAP Measure, 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.

Kolibri Global Energy Inc.  | 8 |  Year ended December 31, 2022

The Company was in compliance with both covenants for the quarter ended December 31, 2022. At December 31, 2022, the Current Ratio of the US Subsidiary was 1.13 to 1.0 and the Maximum Leverage Ratio was 0.83 to 1.0 for the three months ended December 31, 2022. The Maximum Leverage Ratio of 0.83 at December 31, 2022, was within the range of management’s forecasted guidance of less than 1.0.

At December 31, 2022, loans and borrowings of $18.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2021: $0.1 million).

At December 31, 2022, the Company had a working capital deficit of $6.6 million compared to positive working capital of $3.8 million at December 31, 2021. The Company closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements. In March 2023, the Company has begun drilling the first of three wells planned to be drilled in the first half of 2023. Planned drilling activity can be adjusted if adequate funds are not available.

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

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at December 31, 2022:

($000s)		Carrying amount			2023			2024			Thereafter
Liabilities
Fair value of commodity contracts	$	(2,015	)	$	(1,421	)	$	(594	)		-
Loans and borrowings*	$	(17,799	)		-			-		$	(17,799	)
Trade and other payables	$	(12,596	)	$	(12,596	)		-			-
	$	(32,410	)	$	(14,017	)	$	(594	)	$	(17,799	)

* The Credit Facility provides for interest only payments until the September 2026 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the September 2026 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.  | 9 |  Year ended December 31, 2022

QUARTERLY SUMMARY

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

	2022								2021
($000, except as noted)	Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1
Daily Production
Oil (BOPD)		1,551		1,252		1,439		714		638		641		674		697
Natural gas (MCFPD)		969		1,083		1,271		922		825		845		889		898
NGLs (BOEPD)		155		269		277		186		155		178		172		173
Average production (BOEPD)		1,868		1,702		1,928		1,054		931		960		994		1,020

	2022								2021
($000, except as noted)	Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1
Average Price
Oil ($/bbl)		80.42		93.52		109.74		96.17		75.80		69.61		63.77		55.92
Natural gas ($/mcf)		6.71		10.24		6.48		4.71		5.49		4.12		2.86		3.60
NGL ($/bbl)		26.66		35.33		40.82		32.25		40.56		34.36		23.96		24.15
Average price ($/bbl)		72.47		80.89		92.02		74.97		63.56		56.49		49.97		45.48

	2022												2021
($000, except as noted)	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Netback(1)
Average price ($/BOE)		72.47			80.89			92.02			74.97			63.56			56.49			49.97			45.48
Royalties		15.83			17.96			21.19			16.50			13.89			12.22			10.86			9.86
Operating expenses		8.25			7.77			7.77			9.56			8.79			8.40			8.81			7.30
Netback from operations(1)		48.39			55.16			63.06			48.91			40.88			35.87			30.30			28.32
Price adjustment from commodity contracts		(2.34	)		(5.47	)		(9.40	)		(12.03	)		(11.89	)		(8.83	)		(6.81	)		(3.55	)
Netback including commodity contracts(1)		46.05			49.69			53.66			36.88			28.99			27.04			23.49			24.77

Kolibri Global Energy Inc.  | 10 |  Year ended December 31, 2022

	2022								2021
($000, except as noted)	Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1
Net operating income(2)
Oil and gas revenue		12,455		12,666		16,114		7,111		5,444		4,989		4,520		4,176
Royalties		2,721		2,813		3,717		1,564		1,190		1,079		981		907
Operating expenses		1,417		1,216		1,364		907		753		742		797		670
		8,317		8,637		11,033		4,640		3,501		3,168		2,742		2,599

	2022									2021
($000, except as noted)	Q4		Q3		Q2		Q1			Q4		Q3		Q2			Q1
Net income (loss)		2,793		9,299		7,007		(2,456	)		71,002		608		(1,418	)		(528	)
Basic income (loss) ($/share)		0.08		0.26		0.20		(0.07	)		3.05		0.03		(0.06	)		(0.02	)
Adjusted EBITDA(3)		6,854		6,874		8,572		2,812			1,861		1,737		1,464			1,510
Cash flows from operating activities		6,078		6,387		8,314		1,243			1,812		1,529		1,649			1,364
Bank debt		17,799		15,855		15,907		16,143			16,866		17,446		18,451			19,808
Total assets		184,082		172,634		169,193		160,882			157,016		79,373		79,984			81,251

(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.

Kolibri Global Energy Inc.  | 11 |  Year ended December 31, 2022

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the current conflict between Russia and Ukraine

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells

● PP&E impairment reversal in the fourth quarter of 2021

● Production increases from new wells that begin producing

FOURTH QUARTER 2022

Average total production during the fourth quarter of 2022 was 1,868 BOEPD compared to 931 BOEPD in the fourth quarter of 2021, an increase of 101%. During the fourth quarter of 2022, oil production increased by 143% to 1,551 BOEPD from 638 BOEPD for the same quarter of 2021. The Company’s natural gas production increased 17% to 969 MCFPD from 825 MCFPD in the same quarter of 2021. NGL production remained the same during the fourth quarter of 2022 as the fourth quarter of the prior year at 155 BOEPD.

Oil and NGL prices for the fourth quarters of 2022 and 2021 are shown in the following table:

	Q4 2022		Q4 2021		% Change
Oil ($/bbls)		80.42		75.80		6
Natural gas ($/mcf)		6.71		5.49		22
NGL ($/bbls)		26.66		40.56		(34	)
Total average price ($/boe)		72.47		63.56		14

The Company’s netback⁽¹⁾ were as follows:

	Q4 2022			Q4 2021			% Change
Average price ($/boe)		72.47			63.56			14
Less: Royalties		15.83			13.89			14
Less: Operating expenses		8.25			8.79			(6	)
Netback from operations(1)		48.39			40.88			18
Price adjustment from commodity contracts(2)		(2.34	)		(11.89	)		(80	)
Netback including commodity contracts(1)		46.05			28.99			59

(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.

Oil and gas gross revenue during the fourth quarter of 2022 increased 131% to $12.5 million compared to $5.4 million for the same quarter in 2021 and net operating income⁽¹⁾ increased to $8.5 million during the fourth quarter of 2022 compared to $3.5 million in the fourth quarter of 2021. Adjusted EBITDA⁽²⁾ was $6.9 million in the fourth quarter of 2022 compared to $1.9 million in the fourth quarter of 2021.

The Company had net income of $2.9 million during the fourth quarter of 2022 compared to net income of $72.3 million for the fourth quarter of 2021 primarily due to the impairment reversal of $70.8 million in the fourth quarter of 2021.

(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.

Kolibri Global Energy Inc.  | 12 |  Year ended December 31, 2022

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 consolidated 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 consolidated 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.

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 provisions 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.

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Kolibri Global Energy Inc.  | 13 |  Year ended December 31, 2022

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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 flow 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.

OUTSTANDING SHARE DATA

There were 35,620,921, 35,615,921 and 32,258,778 common shares outstanding as of March 15, 2023, December 31, 2022 and December 31, 2021, respectively. The Company had 764,500, 776,000 and 143,500 stock options outstanding as of March 15, 2023, December 31, 2022 and December 31, 2021, respectively.

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

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

Kolibri Global Energy Inc.  | 14 |  Year ended December 31, 2022

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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, 2022. 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.sedar.com.

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● 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.

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 December 31, 2022 to provide reasonable assurance that material information related to the Company is made known to them by others within the Company.

Kolibri Global Energy Inc.  | 15 |  Year ended December 31, 2022

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 December 31, 2022.

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 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 from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, 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 flow 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 and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.

Kolibri Global Energy Inc.  | 16 |  Year ended December 31, 2022

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

(US $000)	Year ended December 31,
	2022			2021
Net income and comprehensive income from operations		16,643			71,002
Adjustments:
Finance income		(464	)		-
Finance expense		5,171			6,122
Stock based compensation		277			-
General and administrative expenses		3,494			2,697
Impairment reversal of property, plant and equipment		-			(70,820	)
Depletion, depreciation and amortization		7,581			3,594
Other income		(46	)		(583	)
Operating netback		32,656			12,012
Netback from operations	$	54.56		$	33.75

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)	Year ended December 31,
	2022		2021
Oil and gas revenue, net of royalties		37,560		14,972
Less: production and operating expenses		4,904		2,962
Net operating income		32,656		12,010

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:

Kolibri Global Energy Inc.  | 17 |  Year ended December 31, 2022

(US $000)
	2022			2021
Net income		16,643			71,002
Depletion and depreciation		7,581			3,594
Accretion		34			26
Interest expense		1,070			906
Unrealized (gain) loss on commodity contracts		(461	)		2,439
Share based compensation		277			-
Interest income		(3	)		-
Impairment reversal		-			(70,820	)
Other income		(46	)		(585	)
Foreign currency (gain) loss		17			10
Adjusted EBITDA		25,112			6,572

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.

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.

Kolibri Global Energy Inc.  | 18 |  Year ended December 31, 2022

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 2023, 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.sedar.com.

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 |  Year ended December 31, 2022

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Evan Templeton1,3	BOK Financial
Director	Tulsa, OK
Wolf Regener 4
Director, President and Chief Executive Officer
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
(Over the Counter OTC) QX	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc.  | 20 |  Year ended December 31, 2022

EX-99.5

Exhibit 99.5

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED

DECEMBER 31, 2022 AND 2021

1

Management’s Report

The accompanying consolidated financial statements and related financial information are the responsibility of management, and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. They include certain amounts that are based on estimates and judgments relating. Financial information presented elsewhere in this document is consistent with that contained in the consolidated financial statements.

In management’s opinion, the consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies adopted by management. If alternate accounting methods exist, management has chosen those policies it deems the most appropriate in the circumstances. Management has established systems of accounting and internal controls that provide reasonable assurance that assets are safeguarded from loss or unauthorized use, and produce reliable accounting records for the preparation of financial information. Policies and procedures are maintained to support the accounting and internal control systems.

The Company retains independent petroleum consultants, Netherland, Sewell & Associates, Inc. to conduct independent evaluations of the Company’s oil, natural gas and natural reserves. The independent external auditors, KPMG LLP, have conducted an examination of the consolidated financial statements on behalf of shareholders. The auditors have unrestricted access to the Company and the Audit Committee.

The Board of Directors, currently composed of three independent directors and one officer/director, carries out its responsibility for the consolidated financial statements principally through its Audit Committee, consisting of three members, all of whom are independent directors. This committee reviews the consolidated financial statements with management and the auditors, as well as recommends to the Board of Directors the external auditors to be appointed by the shareholders at each annual meeting. The audit committee meets at least quarterly to review and approves financial statements prior to their release, and recommends their approval to the Board of Directors.

“Wolf Regener”	“Gary Johnson”
Wolf Regener	Gary Johnson
President & Chief Executive Officer	Chief Financial Officer & Vice President
March 15, 2023

2

KPMG LLP

205 5th Avenue SW

Suite 3100

Calgary AB T2P 4B9

Tel (403) 691-8000

Fax (403) 691-8008

www.kpmg.ca

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Kolibri Global Energy Inc.

Opinion

We have audited the consolidated financial statements of Kolibri Global Energy Inc. (the “Entity”), which comprise:

● the consolidated statements of financial position as at December 31, 2022 and December 31, 2021

● the consolidated statements of operations and comprehensive income for the years then ended

● the consolidated statements of changes in equity for the years then ended

● the consolidated statements of cash flows for the years then ended

● and notes to the consolidated financial statements, including a summary of significant accounting policies.

(Hereinafter referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2022 and December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditors’ Responsibilities for the Audit of the Financial Statements” section of our auditors’ report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our auditors’ report.

Assessment of the impact of estimated proved and probable oil and gas reserves on development and production assets

Description of the matter

We draw attention to note 3, note 4, and note 9 to the financial statements. The Entity uses estimated proved and probable oil and gas reserves to deplete development and production assets included in property, plant & equipment (“PP&E”), to assess for indicators of impairment or impairment reversal on the Entity’s cash generating unit (“CGU”) and if any such indicators exist, to perform an impairment test to estimate the recoverable amount of the CGU. The Entity has $176.6 million of PP&E as at December 31, 2022. The Entity depletes its net carrying value of development and production assets using the unit-of-production method by reference to the ratio of production in the year to the related proved and probable oil and gas reserves, taking into account estimated forecasted future development costs necessary to bring those reserves into production. Depletion and depreciation expense was $7.5 million for the year ended December 31, 2022.

The estimate of proved and probable oil and gas reserves requires the expertise of independent third-party reserve evaluators and includes significant assumptions related to:

● Forecasted oil and gas commodity prices

● Forecasted production

● Forecasted operating costs

● Forecasted royalty costs

● Forecasted future development costs.

The Entity engages independent third-party reserve evaluators to estimate the proved and probable oil and gas reserves.

Why the matter is a key audit matter

We identified the assessment of the impact of estimated proved and probable oil and gas reserves on development and production assets as a key audit matter. Significant auditor judgment was required to evaluate the results of our audit procedures regarding the estimate of proved and probable oil and gas reserves.

How the matter was addressed in the audit

The following are the primary procedures we performed to address this key audit matter:

We assessed the depletion expense calculation for compliance with IFRS as issued by the IASB.

With respect to the estimate of proved and probable oil and gas reserves:

● We evaluated the competence, capabilities and objectivity of the independent third-party reserve evaluators engaged by the Entity

● We compared forecasted oil and gas commodity prices to those published by other independent third party reserve evaluators

● We compared the 2022 actual production, operating costs, royalty costs and future development costs of the Entity to those estimates used in the prior year’s estimate of proved oil and gas reserves to assess the Entity’s ability to accurately forecast

● We evaluated the appropriateness of forecasted production and forecasted operating costs, royalty costs and future development costs assumptions by comparing to 2022 historical results. We took into account changes in conditions and events affecting the Entity to assess the adjustments or lack of adjustments made by the Entity in arriving at the assumptions.

4

Other Information

Management is responsible for the other information. Other information comprises:

● the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.

We obtained the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditors’ report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditors’ report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

5

We also:

●	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
	The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

● Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Entity to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

● Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

● Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

● Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’ report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this auditors’ report is David Yung.

Chartered Professional Accountants

Calgary, Canada

March 15, 2023

6

KOLIBRI GLOBAL ENERGY INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of United States dollars)

	December 31,			December 31,
	2022			2021
Assets
Cash and cash equivalents	$	1,037		$	7,316
Trade and other receivables (Note 6)		5,773			1,999
Deposits and prepaid expenses		670			587
		7,480			9,902
Non-current assets
Property, plant and equipment (Note 9)		176,554			147,076
Right of use assets (Note 10)		48			38
Total Assets	$	184,082		$	157,016
Liabilities
Trade and other payables	$	12,596		$	3,145
Current portion of loans and borrowings (Note 14)		-			1,000
Current lease liabilities		32			43
Fair value of commodity contracts (Note 6)		1,421			1,891
		14,049			6,079
Non-current liabilities
Loans and borrowings (Note 14)		17,799			15,866
Asset retirement obligations (Note 16)		1,425			1,398
Fair value of commodity contracts (Note 6)		594			585
Lease liabilities		17			-
		19,835			17,849
Total Liabilities		33,884			23,928
Equity
Share capital (Note 12)		296,221			296,060
Contributed surplus		23,254			22,948
Deficit		(169,277	)		(185,920	)
		150,198			133,088
Total Equity and Liabilities	$	184,082		$	157,016

See accompanying notes to consolidated financial statements.

Approved by:
“David Neuhauser”	“Eric Brown”
David Neuhauser	Eric Brown
Director	Director

7

KOLIBRI GLOBAL ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31

(Expressed in thousands of United States dollars, except per share amounts)

	2022		2021
Revenue
Oil and natural gas revenues, net of royalties (Note 7)	$	37,560	$	14,972
Other income		46		2
		37,606		14,974
Expenses
Production and operating expenses		4,904		2,962
Depletion, depreciation and amortization (Notes 9,10)		7,581		3,594
General and administrative expenses		3,494		2,697
Stock based compensation (Note 15)		277		-
Impairment (impairment reversal) of property, plant and equipment (Note 9)		-		(70,820	)
Gain on forgiven loans (Note 14)		-		(583	)
		16,256		(62,150	)
Finance income
Unrealized gain on risk management contracts (Note 6)		461		-
Interest income		3		-
		464		-
Finance expense
Interest on loans and borrowings		1,070		906
Realized loss on risk management contracts (Note 6)		4,050		2,741
Unrealized loss on risk management contracts (Note 6)		-		2,439
Accretion		34		26
Foreign exchange loss		17		10
		5,171		6,122
Net income and comprehensive income		16,643		71,002
Basic net income per share (Note 13)	$	0.47	$	3.05
Diluted net income per share (Note 13)	$	0.46	$	3.05

See accompanying notes to consolidated financial statements.

8

KOLIBRI GLOBAL ENERGY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of United States dollars, except number of common shares)

	Number of common shares		Share capital		Contributed Surplus		Deficit			Total Equity
Balance at January 1, 2021		23,292,262	$	289,622	$	22,948	$	(256,922	)	$	55,648
Rights offering (Note 12)		11,966,516		6,438				-			6,438
Net income for the year		-		-		-		71,002			71,002
Balance at December 31, 2021		35,258,778	$	296,060	$	22,948	$	(185,920	)	$	133,088
Balance at January 1, 2022		35,258,778	$	296,060	$	22,948	$	(185,920	)	$	133,088
Stock based compensation				-		306		-			306
Rights offering (Note 12)		357,143		161		-		-			161
Net income for the year		-		-		-		16,643			16,643
Balance at December 31, 2022		35,615,921	$	296,221	$	23,254	$	(169,277	)	$	150,198

See accompanying notes to consolidated financial statements.

9

KOLIBRI GLOBAL ENERGY INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 31

(Expressed in thousands of United States dollars)

	2022			2021
Cash flows from operating activities
Net income	$	16,643		$	71,002
Adjustments for:
Depletion, depreciation and amortization		7,581			3,594
Accretion		34			26
Unrealized (gain) loss on risk management contracts		(461	)		2,439
Stock based compensation (Note 15)		277			-
Unrealized foreign exchange loss		6			5
Amortization of loan acquisition costs		118			89
Impairment (impairment reversal) of property, plant and equipment (Note 9)		-			(70,820	)
Gain on forgiven loans (Note 14)		-			(583	)
Gain on sale of assets		(16	)
Changes in non-cash working capital (Note 8)		(2,140	)		551
Net cash from operating activities		22,042			6,303
Cash flows from investing activities
Additions to property, plant and equipment (Note 9)		(37,097	)		(696	)
Proceeds from sale of assets		124
Change in non-cash working capital (Note 8)		7,731			(2,186	)
Net cash used in investing activities		(29,242	)		(2,882	)
Cash flows from financing activities
Proceeds from rights offering, net		161			6,438
Proceeds from loans and borrowings		1,815			280
Re-payment of loans and borrowings		(1,000	)		(3,669	)
Lease payments		(54	)		(74	)
Net cash from financing activities		922			2,975
Foreign exchange effect on cash and cash equivalents		(1	)		-
Change in cash and cash equivalents		(6,279	)		6,396
Cash and cash equivalents, beginning of year		7,316			920
Cash and cash equivalents, end of year	$	1,037		$	7,316

See accompanying notes to consolidated financial statements.

10

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

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, gas and clean and sustainable energy. 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. The head office of the Company is located at Suite 220, 925 Broadbeck Drive, Thousand Oaks, CA USA 91320. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

These consolidated financial statements were authorized for issuance by the Board of Directors on March 15, 2023.

2. BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”)..

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain items which are measured at fair value.

The methods used to measure fair values are discussed in Note 5.

Functional and presentation currency

These consolidated financial statements are presented in US dollars, which is the Company’s functional and reporting currency.

Climate change

The impact of uncertainties regarding climate change and the effect they may have on management’s estimates may impact development and production assets, depletion, impairment, reserves estimates and decommissioning obligations. The impact of climate-related events and changes have been considered as part of the preparation of the Company’s oil and gas reserves and the Company’s impairment triggers assessment.

11

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

3. MANAGEMENT ESTIMATES AND JUDGEMENTS

The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the year. 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 these consolidated financial statements are as follows:

Judgments

Cash generating units

Development and production assets are assessed for recoverability at a cash generating unit (“CGU”) level. The determination of CGUs is subject to management judgments relating to geographical proximity.

Impairment indicators

Significant judgment is required to assess indicators of impairment or impairment reversal which would require an impairment test. Management considers internal and external sources of information including forecasted oil and gas commodity prices, forecasted production volumes and estimates of recoverable proved and probable oil and gas reserves to estimate future cash flows. Judgment is required to assess these factors when determining whether an asset has been impaired or needs to be reversed.

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 recovered from future taxable earnings. This requires making assumptions regarding future profitability which impacts the amounts recognized for deferred tax assets.

Significant Estimates

Reserves

The Company uses estimated proved and probable oil and gas reserves to deplete development and production assets included in property, plant and equipment (“PP&E”), to assess for indicators of impairment or impairment reversal on the Company’s cash generating unit (“CGU”) and if any such indicators exist, to perform an impairment test to estimate the recoverable amount of the CGU. Estimates of economically recoverable proved and probable oil and gas reserves are based upon a number of significant assumptions, such as forecasted production, oil and gas commodity prices, operating costs, royalty costs, and future development costs. Changes in forecasted oil and gas commodity price assumptions, production costs or recovery rates may change the economic status of reserves and may ultimately result in a revision of oil and gas reserves. The discount rate used to calculate the net present value of cash flows may be influenced by changes in the general economic environment which could result in significant changes to the estimated recoverable value.

12

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Independent third-party reserve evaluators are engaged at least annually to estimate proved and probable oil and gas reserves and the related cash flows from the Company’s interest in oil and gas properties.

Assumptions that are valid at the time of reserve estimation may change significantly when additional information becomes available.

Asset retirement obligations

The provisions 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, discount rate and costs to abandon and reclaim. Actual costs and cash outflows can differ from estimates because of changes in laws or regulations, market conditions and changes in technology.

4. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements, and have been applied consistently by the Company and its subsidiaries.

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The Company has the following wholly owned subsidiaries:

Name of company	Ownership Percentage	Country of operation
BNK Petroleum Holding Inc.	100%	United States
BNK Petroleum (US) Inc.	100%	United States
BNK Sedano Hidrocarburos, S.L.	100%	Spain
BNK Canada Holdings, Inc.	100%	Canada
BNK Sedano Holdings B.V.	100%	Netherlands

Jointly controlled operations and jointly controlled assets

Many of the Company’s oil and natural gas activities involve jointly controlled assets. The consolidated financial statements include the Company’s share of these jointly controlled assets and a proportionate share of the relevant revenue and related costs.

Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

13

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Foreign currency

Transactions in foreign currencies are translated to United States dollars at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars at the period end exchange rate. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognized in finance income or expense in the statement of operations.

Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Non-derivative financial instruments are recognized when the Company becomes a party to the contractual provisions of the instruments. The Company uses three measurement categories to value these instruments: amortized cost, fair value through other comprehensive income or fair value through profit or loss. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, term deposits with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management, whereby management has the ability and intent to net bank overdrafts against cash, are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Financial assets at fair value through profit or loss

The Company has the option to record financial instruments at fair value and recognize the change in fair value subsequent to initial recognition into the statement of operations. This option must be designated at the time that the financial asset is initially recognized by the Company. The Company only makes this designation if it has a documented risk management and investment strategy that it uses to make purchase and sale decisions regarding the financial assets. If the Company chooses this option, attributable transaction costs related to the financial instruments are recognized in the statement of operations when incurred. The Company has designated cash and cash equivalents at amortized cost.

14

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Other

Other non-derivative financial instruments, such as trade and other receivables, loans and borrowings, and trade and other payables, are measured at amortized cost using the effective interest method, less any impairment losses.

Derivative financial instruments

The Company has entered into certain financial derivative contracts in order to reduce its exposure to market risks from fluctuations in commodity prices. These instruments are not used for trading or speculative purposes. The Company has not designated its financial derivative contracts as accounting hedges, and thus has not applied hedge accounting, even though the Company considers all commodity contracts to be economic hedges. As a result, all financial derivative contracts are classified at fair value through profit or loss and are recorded on the statement of financial position at fair value. Transaction costs are recognized in profit or loss when incurred.

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

Share capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Property, plant and equipment

Recognition and measurement

Development and production assets

Items of property, plant and equipment, which include development and production assets, are measured at cost less accumulated depletion and depreciation and accumulated impairment write-offs. Development and production assets are grouped into CGUs for impairment testing, net of reversals. The Company has grouped its development and production assets into a single CGU. When significant parts of an item of property, plant and equipment, which included development and production assets, have different useful lives, they are accounted for as separate items (major components).

Gains and losses on disposal of an item of property, plant and equipment, including development and production assets, are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net in the statement of operations.

15

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Subsequent costs

Costs incurred subsequent to the determination of technical feasibility and commercial viability and the costs of replacing parts of property, plant and equipment are recognized as development and production assets only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. Such capitalized development and production assets generally represent costs incurred in developing proved and probable oil and gas reserves and bringing in or enhancing production from such proved and probable oil and gas reserves, and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

Depletion and depreciation

The Company depletes its net carrying value of development and production assets using the unit-of-production method by reference to the ratio of production in the period to the related proved and probable oil and gas reserves, taking into account estimated forecasted future development costs necessary to bring those reserves into production. Forecasted future development costs are determined taking into account the level of development required to produce the proved and probable oil and gas reserves and are estimated by independent third-party reserve evaluators at least annually.

Proved and probable oil and gas reserves are estimated using independent third-party reserve evaluators reports and represent the estimated quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible.

For other assets, depreciation is recognized in the statement of operations on a declining balance basis over the estimated useful lives of each part of an item of property, plant and equipment.

The estimated useful lives for other assets for the current and comparative years are as follows:

● Office equipment - 3 years

● Furniture and fixtures - 3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Leases

Leases are recognized as a right of use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. The cost of right of use assets includes the amount of lease liabilities recognized and initial direct costs incurred less any lease incentives received. The right of use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

16

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

The lease liability is measured at the present value of lease payments to be made over the lease term, discounted using the Company’s incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily available. Each lease payment is allocated between the repayment of the principal portion of lease liability and the interest portion, which is recorded in accretion expense. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the income statement.

Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

The Company recognizes loss allowances for expected credit losses on its financial assets measured at amortized cost. The loss allowance is calculated at an amount equal to expected lifetime expected credit losses.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognized in the statement of operations.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost the reversal is recognized in the statement of operations.

Non-financial assets

The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there are any external or internal indicators of impairment or impairment reversal. If any such indicators of impairment or impairment reversal exist, the Company performs an impairment test to estimate the asset’s or CGU’s recoverable amount.

For the purpose of impairment testing, development and production assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (CGUs). The estimated recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. At December 31, 2022, the Company has only one CGU, the Tishomingo field in Oklahoma.

In assessing value in use, the estimated recoverable amount is determined based on estimated proved and probable oil and gas reserves and the related cash flows that are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The estimated proved and probable oil and gas reserves and the related cash flows are estimated by the Company’s independent third-party reserve evaluators.

17

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Fair value less cost to sell is determined as the amount that would be obtained from the sale of a CGU in an arm’s length transaction between knowledgeable and willing parties. The fair value less cost to sell of oil and gas assets is generally determined as the net present value of the estimated future cash flows expected to arise from the continued use of the CGU, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant may take into account. These cash flows are discounted by an appropriate discount rate which would be applied by such a market participant to arrive at a net present value of the CGU.

An impairment charge is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment charges, if any, are recognized on the statement of operations.

Impairment charges, other than those related to goodwill, recognized in prior years are assessed at each reporting date for any indications that the historic charge has decreased or no longer exists. An impairment charge is reversed if there has been a change in the estimates used to determine the estimated recoverable amount. An impairment charge is reversed when the recoverable amount exceeds the carrying amount and only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation or amortization, if no impairment charge had been recognized.

Share based payments

The grant date fair value of options granted to employees is recognized as compensation expense with a corresponding increase in contributed surplus over the vesting period. When share options are exercised, the previously recognized value in contributed surplus is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Warrants denominated in Canadian dollars, that are issued by the Company to purchase common shares are considered derivative financial liabilities and are recognized at fair value with changes subsequent to initial recognition charged to the statement of operations.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Provisions are not recognized for future operating losses.

Asset retirement obligations (ARO)

The Company’s activities give rise to dismantling, decommissioning and site disturbance re-mediation activities. Provision is made for the estimated cost of site restoration and capitalized in the relevant asset category.

18

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Asset retirement obligations are measured at the present value, using a risk free rate, of management’s best estimate of expenditure required to settle the present obligation at the balance sheet date. Subsequent to the initial measurement, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The increase in the provision due to the passage of time is recognized as finance costs in the statement of operations whereas increases/decreases due to changes in the estimated future cash flows are capitalized. Actual costs incurred upon settlement of the asset retirement obligations are charged against the provision to the extent the provision was established.

Revenue

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

Finance income and expense

Finance expense comprises interest expense on borrowings, accretion of the discount on ARO, foreign exchange losses and unrealized losses on financial assets. Finance income comprises interest income, realized and unrealized gains on financial assets and foreign exchange gains.

Interest income is recognized as it accrues in the statement of operations, using the effective interest method.

Foreign currency gains and losses, change in the value of financial commodity contracts reported under finance income and expenses, are reported on a net basis.

Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognized in the statement of operations except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

19

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Earnings per share

Basic earnings per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of dilutive instruments such as options granted to employees.

Government Assistance and Grants

The Company may receive government assistance in the form of business loans that could be forgiven and converted into government grants if the Company meets certain conditions. When the amounts are received, the Company initially accounts for this assistance as loans and borrowings until it has received forgiveness notification from the government. At that time, the amounts are recognized into other income.

5. DETERMINATION OF FAIR VALUES

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Property, plant and equipment

The fair value of property, plant and equipment recognized in a business combination and related decommissioning obligation is based on market values. The market value of property, plant and equipment is the estimated amount for which property, plant and equipment could be exchanged on the acquisition date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of oil and gas reserves (included in property, plant and equipment) and exploration and evaluation assets is estimated with reference to discounted proved and probable oil and gas reserves and the related cash flows based on independent third-party reserve evaluators reports. The risk-adjusted discount rate is specific to the asset with reference to general market conditions.

20

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Cash and cash equivalents, trade and other receivables, trade and other payables and loans and borrowings

The fair value of cash and cash equivalents, trade and other receivables, trade and other payables and loans and borrowings is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The fair value of these balances approximate their carrying value due to their short term to maturity or in the case of loans and borrowings, the fair value approximates its carrying value as it bears interest at floating rates and the premium charged was indicative of the Company’s current credit premium.

Derivatives

The fair value of forward contracts is derived from quoted prices received from financial institutions and is based on published forward price curves as at the measurement date, using the remaining contracted oil and natural gas volumes.

Stock options

The fair value of stock options is measured using a Black Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), forfeiture rate, weighted average expected life of the instruments (based on historical experience and general option holder behavior) and the risk-free interest rate (based on government bonds).

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information. The level 3 fair value measurements pertain to the fair value assigned to property, plant and equipment, intangible exploration assets and other intangible assets acquired in business combinations.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

21

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

6. FINANCIAL RISK MANAGEMENT

Overview

The Company’s activities expose it to a variety of financial risks that arise as a result of its exploration, development, production, and financing activities such as:

○	credit risk
○	liquidity risk
○	market risk

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

The Board of Directors oversees management’s establishment and execution of the Company’s risk management framework. Management has implemented and monitors compliance with risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities.

Credit risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers.

The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions. At December 31, 2022, financial assets on the statement of financial position are comprised of cash and cash equivalents and trade and other receivables.

The maximum credit exposure at December 31, 2022 is the net carrying amount of cash and cash equivalents and trade and other receivables of $6.8 million. The cash and cash equivalents are held by major international and US based financial institutions. As is common in the petroleum and natural gas industry in the United States, receivables relating to the sale of petroleum are received on or about the 20th day of the following month while receivables relating to the sale of natural gas and NGLs are received on or about 45 days after month-end. The $5.8 million balance of trade and other receivables at December 31, 2022 is substantially all trade receivables and the largest amount owed from any one customer is $5.4 million. Subsequent to year end, substantially all of the outstanding trade receivables at December 31, 2022 have been collected. Trade receivables include amounts from joint interest partners relating to their interest in operating costs and capital spent. As the operator of properties, the Company has the ability to not allocate production to joint interest partners who are in default of amounts owing. At December 31, 2022, the expected credit loss was $nil (2021 - $nil).

22

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

The components of the trade receivables aging at December 31, 2022 are as follows:

	Current		30 – 60 days		60 – 90 days		More than 90 days		Total
Trade and other receivables	$	5,367	$	305	$	63	$	38	$	5,773

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. 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 flow from operations 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 Company plans to utilize its cash on hand and cash inflows to fund any principal payments as well as its trade payables.

The following are the contractual maturities of financial liabilities, including estimated interest payments at December 31, 2022:

	Carrying amount			2023			2024			Thereafter
Liabilities
Fair value of commodity contracts	$	(2,015	)	$	(1,421	)	$	(594	)	$	-
Loans and borrowings		(17,799	)		-			-			(17,799	)
Trade and other payables		(12,596	)		(12,596	)		-			-
	$	(32,410	)	$	(14,017	)	$	(594	)	$	(17,799	)

Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates will affect the Company’s income or the value of the financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Company uses financial derivatives contracts to manage market risks. All such transactions are conducted within risk management tolerances that are reviewed by the Board of Directors.

23

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Expenditures for corporate general and administrative expenses and professional fees are denominated in Canadian dollars. The average exchange rate during the year was 1 Canadian dollar equals $0.768 USD (2021 - 1 Canadian dollar: $ 0.798 USD) and the exchange rate at December 31, 2022 was 1 Canadian dollar equals $0.7383 USD (2021 - 1 Canadian dollar: $0.7888 USD).

A 1 percent change in the Canadian dollar against the USD at December 31, 2021 would have changed net income by $1 (2021 - $66). This analysis assumes that all other variables remain constant.

Commodity price risk

Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for oil and natural gas are impacted by general market conditions in the United States as well as world economic events that dictate the levels of supply and demand.

It is the Company’s policy to economically hedge some oil and natural gas sales through the use of various financial derivative forward sales contracts and physical sales contracts. In addition, BOK Financial may require the Company to hedge oil sales as part of the redetermination process. The Company does not apply hedge accounting for these contracts. The Company’s production is usually sold using “spot” or near term contracts, with prices fixed at the time of transfer of custody or on the basis of a monthly average market price. The Company, however, may give consideration in certain circumstances to the appropriateness of entering into long term, fixed price marketing contracts. The Company does not enter into commodity contracts other than to meet the Company’s expected sale requirements.

The Company has entered into financial commodity contracts which are summarized in the table below. Total volume hedged in the table is the annual volumes and price is the fixed price specified in the financial commodity contracts.

At December 31, 2022, the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil – WTI Swap		January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI Swap		January 3, 2023 to December 29, 2023		36,000	$	90.45
Oil – WTI Costless Collars		January 3, 2023 to December 29, 2023		48,000	$	70.00 - $94.00
Oil – WTI Swap		June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI Swap		January 1, 2024 to May 31, 2024		40,000	$	62.77
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		6,000	$	65.00 - $79.50
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		24,000	$	65.00 - $86.00
Oil – WTI Costless Collars		June 3, 2024 to June 28, 2024		8,000	$	60.00 - $78.15
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		21,000	$	60.00 - $86.65
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		18,000	$	60.00 - $78.00

24

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

The estimated fair value results in a $2.0 million liability as of December 31, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $1.4 million and a long term liability of $0.6 million (December 31, 2021: current liability of $1.9 million and a long term liability of $0.6 million).

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

	December 31,
	2022			2021
Realized loss on financial commodity contracts	$	(4,050	)		(2,741	)
Unrealized gain (loss) on financial commodity contracts	$	461			(2,439	)

Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying oil and natural gas assets. The Company considers its capital structure to include shareholders’ equity, loans and borrowings and working capital. In order to maintain or adjust the capital structure, the Company may from time to time issue shares, enter into farm-out agreements and adjust its capital spending to manage current and projected debt levels.

In order to facilitate the management of this ratio, the Company prepares annual capital expenditure budgets, which are updated as necessary depending on varying factors including current and forecast prices, successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. The Company generally acts as the operator of its wells and therefore can monitor and control the amount of capital expenditures it incurs. For non-operated wells, the Company could opt out of participating in its share of the well.

There were no changes in the Company’s approach to capital management during the year.

The credit facilities are subject to a semi-annual review of the borrowing base.

7. REVENUES

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production. The amount of accrued accounts receivable at December 31, 2022 was $5.8 million.

25

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

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

	December 31,
	2022			2021
Oil revenue	$	42,795		$	15,978
Natural gas revenue		2,759			1,259
NGL revenue		2,822			1,891
Total oil and natural gas revenues		48,376			19,128
Less: Royalties		(10,816	)		(4,156	)
Oil and natural gas revenues, net of royalties	$	37,560		$	14,972

8. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash flow working capital is comprised of:

	December 31,
	2022			2021
Trade and other receivables	$	(3,774	)	$	(392	)
Deposits and prepaid expenses		(83	)		(12	)
Trade and other payables		9,451			(1,226	)
Foreign currency		(3	)		(5	)
	$	5,591		$	(1,635	)
Related to operating activities	$	(2,140	)	$	551
Related to investing activities	$	7,731		$	(2,186	)

26

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

9. PROPERTY, PLANT AND EQUIPMENT

	Development and Production Assets			Processing and Other Equipment			Total
Cost or deemed cost
Balance at January 1, 2021	$	125,490		$	1,379		$	126,869
Additions (a)		806			-			806
Impairment reversal		70,820			-			70,820
Balance at December 31, 2021	$	197,116		$	1,379		$	198,495
Additions (b)		37,112			5			37,118
Disposals		(102	)		(6	)		(108	)
Balance at December 31, 2022	$	234,126		$	1,378		$	235,504
Accumulated depletion and depreciation
Balance at January 1, 2021	$	46,586		$	1,304		$	47,890
Depletion and depreciation		3,509			20			3,529
Balance at December 31, 2021	$	50,095		$	1,324		$	51,419
Depletion and depreciation		7,515			16			7,531
Balance at December 31, 2022	$	57,610		$	1,340		$	58,950
Net book value
At December 31, 2021	$	147,021		$	55		$	147,076
At December 31, 2022	$	176,516		$	38		$	176,554

(a)	Includes non-cash additions of $111 from assets related to ARO liabilities.
(b)	Includes non-cash additions of $29 from capitalized stock-based compensation and $(4) from assets related to ARO liabilities.

Impairment 2022

There were no indicators of impairment at December 31, 2022.

Impairment reversal 2021

After a review of external economic factors and internal factors, the Company identified indicators of impairment reversal at December 31, 2021, due to significant increases in market prices for oil. The Company performed an impairment test at December 31, 2021. The impairment test compared the carrying amount of the CGU to the estimated recoverable amount which was based on the FVLCD. The FVLCD is classified as a level 3 fair value measurement and was based on proved and probable oil and gas reserves, discounted at 10% to 30% depending on the various categories of oil and gas reserves. The proved and probable oil and gas reserves were estimated by independent third-party reserve evaluators as at December 31, 2021. For the December 31, 2021 impairment test, the estimated recoverable amount was $159.6 million which resulted in an impairment reversal of the entire impairment expense of $71.9 million that was recorded on in March 2020. The $71.9 impairment reversal was reduced by $1.1 million to reflect the depletion that would have been recorded if the PP&E was never impaired. A 1% change in the discount rate used for the FVLCD value would have changed the estimated recoverable amount by $9.2 million.

27

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

The following forecasted oil and gas commodity prices were used at December 31, 2021:

		WTI		Henry Hub		NGL
Year		$/bbl		$/Mmbtu		$/bbl
2022			73.00		4.00		32.85
2023			70.00		3.50		31.50
2024			68.00		3.25		30.60
2025			69.36		3.32		31.21
2026			70.75		3.38		31.84
2027			72.16		3.45		32.47
2028			73.61		3.52		33.12
2029			75.08		3.59		33.79
2030			76.58		3.66		34.46
2031			78.11		3.73		35.15
2032	(a)		79.67		3.81		35.85

(a)  Escalated by 2% after 2032.

10. LEASES AND RIGHT OF USE ASSETS

	Right of Use Assets
Balance at January 1, 2021	$	103
Depreciation		(65	)
Balance at December 31, 2021		38
Additions		61
Depreciation		(51	)
Balance at December 31, 2022	$	48

The amount of interest accretion recorded in the statement of operations totaled $3 and $7 for the years ended December 31, 2022 and 2021, respectively.

11. INCOME TAXES

The provision for income taxes reported differs from the amounts computed by applying the cumulative US federal and state income tax rates to the net loss before tax provision due to the following:

	2022			2021
Net income	$	16,643		$	71,002
Statutory tax rate		25.44	%		26.32	%
		4,234			18,688
Add (deduct):
Foreign exchange		-			(404	)
Effect of tax rates in jurisdictions outside the US		-			17
Return to provision		-			(693	)
Other		40			-
Change in US enacted tax rate		313			-
Change in unrecognized tax benefit		(4,587	)		(17,608	)
Income tax expense	$	-		$	-

Effective July 1, 2020, the Alberta provincial tax rate reduction was accelerated to 8%.

28

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

Deferred tax liabilities and assets are attributable to the following:

	2022			2021
Deferred income tax liabilities:
Property, plant and equipment/exploration and evaluation assets	$	(35,526	)	$	(34,799	)
Commodity contracts		-			-
Deferred tax assets:
Commodity contracts		362			652
Asset retirement obligations		363			368
Other		56			-
Loss carry-forward		34,745			33,779
	$	-		$	-

Unrecognized deferred tax assets

Deferred tax assets have not been recognized for the following deductible temporary differences:

	2022		2021
Property, plant and equipment/exploration and evaluation assets	$	14,508	$	16,277
Loss carry-forward		44,215		71,364
Capital losses		11,182		-
Other		-		793
	$	69,905	$	88,434

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profits will be available against which they can be utilized.

The Company has total non-operating losses carried forward of approximately $180.8 million which may be available to offset future income for income tax purposes expiring over the periods 2029 to 2041. The Company has non-operating losses of approximately $150.0 million in the US, $9.2 million in the Netherlands and $21.6 million in Canada.

The Company has temporary differences associated with its investments in its foreign subsidiaries. The Company has no deferred tax liabilities in respect of these temporary differences.

29

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

12. SHARE CAPITAL

At December 31, 2022 and 2021, the Company was authorized to issue an unlimited number of common shares. The holders of common shares are entitled to receive dividends if they are declared by the Company and are entitled to one vote per share at meetings of the Company.

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. The common shares commenced trading on the Toronto Stock Exchange on a post-consolidation basis on the opening of trading May 19, 2022. The exercise price and the number of shares issuable under the Company’s outstanding stock options were proportionately adjusted upon the completion of the consolidation. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation.

In December 2021, the Company completed an equity rights offering issuing 119,665,045 shares at a price of C$0.07 per share for gross proceeds of C$8.6 million. The Company used the net proceeds from the rights offering for the exploration and development of its Tishomingo Field, located in Oklahoma. The net cash proceeds of the equity offering totalled US$6.4 million, net of $0.2 million of share issue costs. In addition, in January 2022, an additional 3,571,428 shares were issued under a stand-by commitment agreement at a price of C$0.07 per share.

13. EARNINGS PER SHARE

	2022		2021
Basic earnings per share
Net income	$	16,643	$	71,002
Weighted average number of common shares - basic		35,610		23,292
Net income per share – basic	$	0.47	$	3.05
Diluted earnings per share
Net income	$	16,643	$	71,002
Effect of outstanding options		372		(a)
Weighted average number of common shares - diluted		35,982		23,292
Net income per share – diluted	$	0.46	$	3.05

(a) All options were anti-dilutive.

30

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

14. LOANS AND BORROWINGS

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has a borrowing base of $25.0 million and the Company has an available borrowing capacity of $6.8 million at December 31, 2022. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2023. 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 December 31, 2022. At December 31, 2022, the Current Ratio of the US Subsidiary was 1.13 to 1.0 and the Maximum Leverage Ratio was 0.83 to 1.0 for the three months ended December 31, 2022.

At December 31, 2022, loans and borrowings of $18.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2021: $0.1 million).

15. STOCK OPTIONS

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase common shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five year term and vest over two years.

31

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

The number and weighted average exercise prices of share options are as follows:

	December 31, 2022					December 31, 2021
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at January 1		143,500		$	4.50		465,500		$	4.50
Granted		634,500			0.93
Expired/cancelled		(2,000	)		3.75		(322,000	)		4.20
Outstanding at December 31		776,000		$	1.67		143,500		$	5.00
Exercisable at December 31		327,999		$	2.61		143,500		$	5.00

The range of exercise prices of the outstanding stock options is as follows:

Range of exercise prices		Number of outstanding stock options		Weighted average exercise price		Weighted average contractual life ( years)
$	5.00 to $6.00		97,000		5.70		0.3
$	1.80 to $4.90		119,500		2.49		3.1
$	0.80 to $1.80		559,500		0.80		4.0
			776,000	$	1.67		3.4

Stock based compensation was recorded as follows:

	December 31
	2022		2021
Expensed	$	277	$	-
Capitalized	$	29	$	-

32

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

16. ASSET RETIREMENT OBLIGATIONS

	December 31,			December 31,
	2022			2021
Balance, beginning of year	$	1,398		$	1,269
Wells added		263			64
Revisions due to change in estimates		(268	)		46
Accretion expense		32			19
Balance, end of year	$	1,425		$	1,398

The Company’s asset retirement obligation (ARO) results from its ownership interest in oil and natural gas assets including well sites and gathering systems. The total future site restoration obligation is estimated based on the Company’s net ownership interest in all wells and facilities, estimated costs to reclaim and abandon these wells and facilities and the estimated timing of the costs to be incurred in future years. The Company has estimated the net present value of ARO to be $1,425 as at December 31, 2022 (2021 - $1,398) based on an undiscounted total future liability of $1,958 (2021 - $1,619). These payments are expected to be made over the next 12 years with the majority of costs to be incurred between 2024 and 2032. The discount factor, which is the risk-free rate related to the liability, is 4.11% (2021: 1.89%) and the inflation rate was 2.49% (2021: 2.52%).

17. COMPENSATION OF KEY MANAGEMENT PERSONNEL

Key management personnel includes the Board of Directors and executive officers of the Company. Key management personnel compensation is comprised of the following:

	Year Ended December 31,
	2022		2021
Short-term employee benefits	$	781	$	632
Share-based payments		257		-
	$	1,038	$	632

18. EXPENSE CLASSIFICATION

The Company’s consolidated statements of operations is prepared primarily by nature of expense with the exception of employee compensation costs, which are included in both production and operating expenses and general and administrative expenses. The compensation costs include employees’ salary and benefit costs.

The following table details the amount of total compensation costs included in production and operating expenses and general and administrative expenses on the statements of operations:

	Year Ended December 31,
	2022		2021
Production and operating expenses	$	-	$	-
General and administrative expenses	$	1,450		962
Total employee compensation costs	$	1,450	$	962

33

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

19. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Year Ended December 31, 2022

	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	37,560		$	-		$	37,560
Other income		52			(6	)		46
		37,612			(6	)		37,606
Production and operating expenses		4,904			-			4,904
Depletion, depreciation and amortization		7,581			-			7,581
General and administrative expenses		2,897			597			3,494
Stock based compensation		190			87			277
		15,572			684			16,256
Finance income		461			3			464
Finance expense		(5,154	)		(17	)		(5,171	)
Net income (loss)	$	17,347			(704	)	$	16,643
Property plant and equipment	$	176,554			-		$	176,554
Total assets	$	183,935			147		$	184,082
Capital expenditures	$	37,097		$	-		$	37,097

34

Kolibri Global Energy Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

(Audited, expressed in thousands of United States dollars)

19. SEGMENTED INFORMATION (continued)

Year Ended December 31, 2021

	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	14,972		$	-		$	14,972
Other income		2			-			2
		14,974			-			14,974
Production and operating expenses		2,962			-			2,962
Depletion, depreciation and amortization		3,594			-			3,594
General and administrative expenses		2,252			445			2,697
Impairment reversal of PP&E		(70,820	)		-			(70,820	)
Gain on forgiven loans		(583	)		-			(583	)
		(62,595	)		445			(62,150	)
Finance income		-			-			-
Finance expense		(6,112	)		(10	)		(6,122	)
Net income (loss)	$	71,457			(455	)	$	71,002
Property plant and equipment	$	147,070			6		$	147,076
Total assets	$	150,334			6,682		$	157,016
Capital expenditures	$	696		$	-		$	696

35

EX-99.6

Exhibit 99.6

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

MARCH 31, 2022

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF FINANCIAL POSITION

(Unaudited, expressed in Thousands of United States Dollars)

	March 31,			December 31,
	2022			2021
Current assets
Cash and cash equivalents	$	3,058		$	7,316
Trade and other receivables		3,868			1,999
Deposits and prepaid expenses		499			587
		7,425			9,902
Non-current assets
Property, plant and equipment (Note 4)		153,435			147,076
Right of use assets		22			38
		153,457			147,114
Total assets	$	160,882		$	157,016
Current liabilities
Trade and other payables	$	6,049		$	3,145
Current portion of loans and borrowings (Note 6)		250			1,000
Lease payable		25			43
Fair value of commodity contracts (Note 2)		4,112			1,891
		10,436			6,079
Non-current liabilities
Loans and borrowings (Note 6)		15,893			15,866
Asset retirement obligations		1,469			1,398
Fair value of commodity contracts (Note 2)		2,150			585
		19,512			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,089			22,948
Deficit		(188,376	)		(185,920	)
Total equity		130,934			133,088
Total equity and liabilities	$	160,882		$	157,016

Subsequent Event (Note 2)

See accompanying notes to condensed consolidated interim financial statements.

1

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THREE MONTHS ENDED MARCH 31

(Unaudited, expressed in Thousands of United States Dollars)

	2022			2021
Revenue
Oil and natural gas revenue, net of royalties (Note 8)	$	5,547		$	3,269
Other income		1			1
		5,548			3,270
Expenses
Production and operating expenses		907			670
Depletion and depreciation (Note 4)		1,139			909
General and administrative expenses		686			763
Share based compensation (Note 7)		125			-
		2,857			2,342
Finance income
Interest income		2			-
Foreign exchange gain		10			-
		12			-
Finance expense
Realized loss on financial commodity contracts (Note 2)		1,142			326
Unrealized loss on financial commodity contracts (Note 2)		3,786			883
Interest on loans and borrowings		225			238
Foreign exchange loss		-			2
Accretion expense		6			7
		5,159			1,456
Net loss and comprehensive loss	$	(2,456	)	$	(528	)
Basic and diluted net loss per share (Note 5)	$	(0.01	)	$	(0.00	)

See accompanying notes to condensed consolidated interim financial statements.

2

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited, expressed in Thousands of United States dollars)

	Number of common shares		Share capital		Contributed surplus		Deficit			Total equity
Balance at January 1, 2021		232,922,625	$	289,622	$	22,948	$	(256,922	)	$	55,648
Net loss for the period		-		-		-		(528	)		(528	)
Balance at March 31, 2021		232,922,625	$	289,622	$	22,948	$	(257,450	)	$	55,120
Balance at January 1, 2022		352,587,670	$	296,060	$	22,948	$	(185,920	)	$	133,088
Share based compensation (Note 7)		-		-		141		-			141
Rights offering		3,571,428		161		-		-			161
Net loss for the period		-		-		-		(2,456	)		(2,456	)
Balance at March 31, 2022		356,159,098	$	296,221	$	23,089	$	(188,376	)	$	130,934

See accompanying notes to condensed consolidated interim financial statements.

3

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31

(Unaudited, expressed in Thousands of United States Dollars)

	2022			2021
Cash flows from operating activities
Net loss	$	(2,456	)	$	(528	)
Adjustments for:
Depletion and depreciation		1,139			909
Accretion expense		6			7
Unrealized (gain) loss on financial commodity contracts		3,786			883
Share based compensation (Note 7)		125			-
Unrealized foreign exchange loss		(3	)		-
Amortization of loan acquisition costs		27			29
Change in non-cash working capital (Note 3)		(1,381	)		64
Net cash from operating activities		1,243			1,364
Cash flows from investing activities
Additions to property, plant and equipment (Note 4)		(7,401	)		(29	)
Change in non-cash working capital (Note 3)		2,505			(531	)
Net cash used in investing activities		(4,896	)		(560	)
Cash flows from financing activities
Repayment of loans and borrowings		(750	)		(1,250	)
Proceeds from equity offering, net		161			-
Proceeds from loans and borrowings		-			280
Lease payments		(19	)		(19	)
Net cash used in financing activities		(608	)		(989	)
Foreign exchange effect on cash and cash equivalents		3			-
Change in cash and cash equivalents		(4,258	)		(185	)
Cash and cash equivalents, beginning of period		7,316			920
Cash and cash equivalents, end of period	$	3,058		$	735

See accompanying notes to condensed consolidated interim financial statements.

4

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

These 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 in Note 2, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2021. 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 condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2021.

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on May 5, 2022.

2. FINANCIAL RISK MANAGEMENT

Credit risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.

Commodity price risk

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

5

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

At March 31, 2022, the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil - WTI		April 1, 2022 to September 30, 2022		36,000	$	55.92
Oil - WTI		April 1, 2022 to September 30, 2022		24,000	$	56.70
Oil - WTI		October 1, 2022 to December 31, 2022		30,000	$	57.05
Oil - WTI		January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI		June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI		January 1, 2024 to May 31, 2024		40,000	$	62.77

The estimated fair value results in a $6.3 million liability as of March 31, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $4.1 million and a long term liability of $2.2 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million)

In April 2022, the Company entered into the following additional financial commodity contracts:

Commodity	Period		Total Volume Hedged (BBLS/MMBTU)		Price ($/BBL or $/MMBTU)
Oil – WTI		May 1, 2022 to December 31, 2022		16,000	$	102.05

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

($000s)		Three months ended March 31,
		2022		2021
Realized loss on financial commodity contracts	$	(1,142	)	(326	)
Unrealized loss on financial commodity contracts	$	(3,786	)	(883	)

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

6

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

3. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash flow working capital is comprised of:

	Three months ended March 31,
	2022			2021
Trade and other receivables	$	(1,869	)	$	(169	)
Deposits and prepaid expenses		88			99
Trade and other payables		2,904			(397	)
Foreign currency		1			-
	$	1,124		$	(467	)
Related to operating activities	$	(1,381	)	$	64
Related to investing activities	$	2,505		$	(531	)

4. PROPERTY, PLANT AND EQUIPMENT

	Oil and Natural Gas Interests		Processing and Other Equipment		Total
Cost or deemed cost
Balance at January 1, 2021	$	125,490	$	1,379	$	126,869
Additions		806		-		806
Impairment reversal		70,820		-		70,820
Balance at December 31, 2021	$	197,116	$	1,379	$	198,495
Additions		7,478		5		7,483
Balance at March 31, 2022	$	204,594	$	1,384	$	205,978
Accumulated depletion and depreciation
Balance at January 1, 2021	$	46,586	$	1,304	$	47,890
Depletion and depreciation for the period		3,509		20		3,529
Balance at December 31, 2021	$	50,095	$	1,324	$	51,419
Depletion and depreciation for the period		1,120		4		1,124
Balance at March 31, 2022	$	51,215	$	1,328	$	52,543
Net carrying amounts
At December 31, 2021	$	147,021	$	55	$	147,076
At March 31, 2022	$	153,379	$	56	$	153,435

7

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

5. EARNINGS PER SHARE

	Three months ended March 31,
	2022			2021
Basic earnings per share
Net loss	$	(2,456	)	$	(528	)
Weighted average number of common shares (basic)		355,921			232,923
Net loss per share – basic	$	(0.01	)	$	(0.00	)
Diluted earnings per share
Net loss	$	(2,456	)	$	(528	)
Effect of outstanding options and future service		(a)			(a)
Weighted average number of common shares - diluted		355,921			232,923
Net loss per share – diluted	$	(0.01	)	$	(0.00	)

(a) All the options and warrants were anti-dilutive as the Company incurred a net loss.

6. LOANS AND BORROWINGS

In June 2017, the Company’s US subsidiary obtained a new credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility is intended to fund the drilling of the Caney wells in the Tishomingo Field and expires in June 2023.

At March 31, 2022 loans and borrowings of $16.3 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.1 million (December 31, 2021: $0.1 million).

Subsequent to the end of the quarter, the Company made principal payments of $0.3 million

In September 2021, the credit facility was redetermined at a borrowing base of $17.3 million at September 30, 2021. Subsequent to the redetermination, the Company has made principal repayments of $1.1 million to reduce the outstanding balance to $16.3 million at March 31, 2022. In addition, the term of the credit facility was extended until June 2023. In accordance with the redetermination, the Company has no available capacity on the credit facility and the borrowing base is automatically reduced by the principal payments as they are paid. In addition, the Company is required to make additional principal payments to reduce the borrowing base to $16.0 million by April 2022. In November 2021, the credit facility was amended to reduce the Maximum Leverage Ratio covenant discussed below from 4 to 1 down to 3.5 to 1 beginning in the first quarter of 2022. In addition, BOK agreed to increase the borrowing base by $2.0 million if the gross proceeds from the Company’s rights offering exceeded C$8.5 million and the Company has drilled 2 wells and completed fracture stimulation on one of the wells. At the end of the quarter, the Company had met both conditions and is awaiting the banks redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

8

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts, the current portion of long-term debt (the “Current Ratio”) and certain payables to an operator that are being reduced by the revenue earned from the non-operated well. The second covenant ensures the ratio of outstanding debt and long-term liabilities to an annualized quarterly adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3.5 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, share 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, 2022. At March 31, 2022, the Current Ratio of the US Subsidiary was 1.17 to 1.0 and the Maximum Leverage Ratio was 2.04 to 1.0 for the three months ended March 31, 2022. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

7. STOCK OPTIONS

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five year term and generally vest over two years.

The number and weighted average exercise prices of share options are as follows:

	Three months ended March 31, 2022				Three months ended March 31, 2021
	Number of options		Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at January 1		1,435,000	$	0.50		4,655,000		$	0.45
Granted		5,595,000		0.08		-			-
Expired/cancelled		-		-		(1,530,000	)		0.46
Outstanding at March 31		7,030,000	$	0.17		3,125,000		$	0.44
Exercisable at March 31		3,299,999	$	0.26		3,125,000		$	0.44

9

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

The range of exercise prices for the outstanding options is as follows:

		Number of outstanding stock options		Weighted average exercise price		Weighted average contractual life (years)
$	0.50 to $0.75		970,000	$	0.57		1.0
$	0.30 to $0.49		465,000	$	0.35		1.4
$	0.08 to $0.29		5,595,000	$	0.08		4.8
			7,030,000	$	0.17		4.0

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

	2022
Fair value at grant date (per option)	$	0.07
Volatility (%)		149.68
Forfeiture rate (%)		5	%
Option life (years)		5
Risk-free interest rate (%)		1.56

Share based compensation was recorded as follows:

	Three months ended March 31,
	2022		2021
Expensed	$	125	$	-
Capitalized	$	16	$	-

8. REVENUES

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.

10

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

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

	Three months ended March 31,
	2022			2021
Oil revenue	$	6,179		$	3,510
Natural gas revenue		391			291
NGL revenue		541			375
	$	7,111		$	4,176
Royalties		(1,564	)		(907	)
		5,547			3,269

9. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Three months ended March 31, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	5,547		$	-		$	5,547
Other income		1			-			1
		5,548			-			5,548
Production and operating expenses		907			-			907
Depletion and depreciation		1,139			-			1,139
General and administrative expenses		566			120			686
Stock based compensation		107			18			125
		2,719			138			2,857
Finance income		-			12			12
Finance expense		(5,159	)		-			(5,159	)
Net loss		(2,330	)		(126	)		(2,456	)
Assets	$	160,400		$	482		$	160,882
Capital expenditures	$	7,401		$	-		$	7,401

11

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2022 and 2021

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

9. SEGMENTED INFORMATION (continued)

Three months ended March 31, 2021
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	3,269		$	-		$	3,269
Other income		1			-			1
		3,270			-			3,270
Production and operating expenses		670			-			670
Depletion and depreciation		909			-			909
General and administrative expenses		563			200			763
		2,142			200			2,342
Finance income		-			-			-
Finance expense		(1,454	)		(2	)		(1,456	)
Net loss		(326	)		(202	)		(528	)
Assets	$	81,122		$	129		$	81,251
Capital expenditures	$	29		$	-		$	29

12

EX-99.7

Exhibit 99.7

MANAGEMENT’S DISCUSSION AND ANALYSIS

MARCH 31, 2022

Kolibri Global Energy Inc. | 1 | First Quarter 2022

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, 2022, 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, 2022 and the audited consolidated financial statements and MD&A for the year ended December 31, 2021. 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.sedar.com and on the Company’s website at www.kolibrienergy.com.

This report is prepared as of May 5, 2022. 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 an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QB (“OTCQB”) under the symbol “KGEIF”.

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 2022

OVERVIEW

Results at a Glance

	Three Months ended
	March 31,
	2022			2021
Financial (US $000 except per share)
Oil and gas gross revenues		7,111			4,176
Oil and gas net revenues		5,547			3,269
Net operating income(1)		4,640			2,599
Net loss		(2,456	)		(528	)
Basic and diluted net loss per share		(0.01	)		(0.00	)
Cash flow from operating activities		1,243			1,364
Adjusted funds flow(2)		2,822			1,509
Additions to property, plant and equipment		7,401			29
Operating
Average production (Boepd)		1,054			1,020
Average price ($/BOE)		74.97			45.48
Netback from operations ($/BOE)(3)		48.91			28.32
Netback including commodity contracts ($/BOE)(3)		36.88			24.77

	March 31,			December 31,
	2022			2021
Balance Sheet
Cash and cash equivalents		3,058			7,316
Total assets		160,882			157,016
Working capital (deficiency)		(3,011	)		3,823
Total non-current liabilities		19,512			17,849

(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 Funds Flow 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 2022 was 1,054 BOEPD, an increase of 3% compared to first quarter 2021 production of 1,020 BOEPD. The increase is due to the Barnes 7-3H beginning production in the last two weeks of the first quarter of 2022, partially offset by the normal production decline of existing wells.

Gross revenues for the first quarter of 2022 increased by 70% compared to the first quarter of 2021. The increase was due to a 65% increase in average prices in the first quarter of 2022 and a 3% increase in production in the first quarter of 2022 compared to 2021.

Kolibri Global Energy Inc. | 3 | First Quarter 2022

Adjusted funds flow⁽¹⁾ was $2.8 million for the first quarter of 2022 compared to $1.5 million for the prior year first quarter, an increase of 87%. The increase was primarily due to an increase in average prices of 65% and an increase in production of 3%, partially offset by higher realized losses from commodity contracts in 2022.

Netback from operations⁽²⁾ increased to $48.91 per BOE in the first quarter of 2022 compared to $28.32 per BOE in the first quarter of 2021, an increase of 73%. Netback including commodity contracts⁽²⁾ for the first quarter of 2022 was $36.88 per BOE, an increase of 49% from the prior year first quarter. The 2022 increase compared to the same period in the prior year was due to the increase in average prices.

General and administrative (G&A) expenses for the first quarter of 2022 was $0.7 million compared to $0.8 million in the first quarter of 2021, a decrease of 10%. The decrease is due to management’s continued efforts to reduce G&A costs throughout the Company.

Interest expense decreased by 5% in the first quarter of 2022 compared to the comparable prior year period due to principal payments on the credit facility during 2021 which reduced the outstanding loan balance.

Production and operating expenses per barrel averaged $9.56 per BOE in the first quarter of 2022 compared to $7.30 per BOE in the first quarter of 2021, an increase of 31%. The increase was due to higher production taxes in the first quarter of 2022 of $1.82 per BOE in 2022 due to higher average prices.

Net loss in the first quarter of 2022 was $2.5 million, compared to a net loss of $0.5 million in the first quarter of 2021. Unrealized losses from commodity contracts in the first quarter of 2022 were $3.8 million compared to $0.9 million in the first quarter of 2021. Realized losses from commodity contracts in the first quarter of 2022 were $1.1 million compared to $0.3 million in the first quarter of 2021.

In December 2021, the Company completed an equity rights offering issuing 119,665,045 shares at a price of C$0.07 per share for gross proceeds of C$8.6 million. The Company used the net proceeds from the rights offering for the development of two wells in its Tishomingo Field, located in Oklahoma. The net cash proceeds of the equity offering totalled $6.4 million. In addition, in January 2022, an additional 3,571,428 shares were issued under a stand-by commitment agreement at a price of C$0.07 per share.

In November 2021, the Company’s credit facility was amended to reduce the Maximum Leverage Ratio covenant discussed below from 4 to 1 down to 3.5 to 1 beginning in the first quarter of 2022. In addition, BOK Financial agreed to increase the borrowing base by $2.0 million if the gross proceeds from the Company’s rights offering exceeded C$8.5 million and the Company has drilled 2 wells and completed fracture stimulation on one of the wells. The Company has met both requirements and is awaiting the redetermination from the bank.

(1) Adjusted funds flow 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 | First Quarter 2022

OPERATIONS UPDATE

Tishomingo Field, Ardmore Basin, Oklahoma

In the first quarter of 2022, the Barnes 7-3H well (98.07% working interest) well was drilled and fracture stimulated and started production in the second half of March 2022. The 30 day initial production rate (“IP rate”) for the Barnes 7-3H well was 940 BOEPD, with 740 barrels being oil. Average production for the first quarter of 2022 was 1,054 BOEPD, an increase of 3% compared to the first quarter of 2021 average production of 1,020 BOEPD. Average production for the month of March 2022, which only included a partial month of production from the Barnes 7-3H, totaled 1,208 BOEPD. The Barnes 8-4H well (98.07% working interest), the second well in the 2022 drilling program, was drilled during the first quarter and fracture stimulated in April 2022. The early results from the Barnes 8-4H well (98.07% working interest), which started production in the second half of April, has, while still flowing up casing, averaged about 580 BOEPD for the last 12 days, including about 500 barrels of oil. The Company is scheduled to install tubing and increase the capacity of the surface facilities in the coming week. The Company expects its future cash flows will be sufficient to pay for the costs of the new wells.

DISCUSSION OF OPERATING RESULTS

Production and Revenue

	Three months ended March 31
	2022		2021		%
Average oil production (Bopd)		714		697		2
Average natural gas production (mcf/d)		922		898		3
Average NGL production (Boepd)		186		173		8
Average production (Boepd)		1,054		1,020		3
Average oil price ($/bbl)		96.17		55.92		72
Average natural gas price ($/mcf)		4.71		3.60		31
Average NGL price ($/bbl)		32.25		24.15		34
Average price ($/BOE)		74.97		45.48		65
Oil revenue ($000)		6,179		3,510		76
Natural gas revenue ($000)		391		291		34
NGL revenue ($000)		541		375		44

Oil production for the first quarter of 2022 was 714 BOPD compared to 697 BOPD for the first quarter of 2021, an increase of 2%. The production increase is due to the Barnes 7-3 well starting production in the second half of March 2022 partially offset by the natural decline of existing wells. Oil revenue increased by 76% in the first quarter of 2022 versus the first quarter of 2021 due to an increase in oil prices of 72% and the production increase.

For the first quarter of 2022, average natural gas production was 922 MCFPD compared to 898 MCFPD in the prior year first quarter, an increase of 3%. The production increase is due to the Barnes 7-3 well starting production in the second half of March 2022 partially offset by the natural decline of existing wells. Natural gas revenue increased by 34% in the first quarter of 2022 versus the first quarter of 2021 due to a 31% increase in natural gas prices and the production increase.

Natural gas liquids (NGL) production for the first quarter of 2022 increased to 186 BOEPD from 173 BOEPD in the first quarter of 2021, an increase of 8%. The production increase is due to the Barnes 7-3 well starting production in the second half of March 2022 partially offset by the natural decline of existing wells. NGL revenue increased by 44% in the first quarter of 2022 compared to the prior year quarter due to an increase in NGL prices of 34% and the production increase.

Kolibri Global Energy Inc. | 5 | First Quarter 2022

Average production was 1,054 BOEPD in the first quarter of 2022 compared to 1,020 BOEPD in the first quarter of 2021, an increase of 3%. The increase is due to the factors discussed above. Gross revenue for the first quarter of 2022 increased by 70% compared to the first quarter of 2021 due to an increase in average prices and by the production increase.

Royalties, Operating Expenses and Netback

	Three months ended March 31
($/BOE)	2022			2021			%
Average price		74.97			45.48			65
Less: Royalties		16.50			9.86			67
Less: Operating expenses		9.56			7.30			31
Netback from operations(1)		48.91			28.32			73
Price adjustment from commodity contracts(2)		(12.03	)		(3.55	)		239
Netback including commodity contracts(1)		36.88			24.77			49

(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.

The average price increase in the first quarter of 2022 was due to price increases in oil, gas and NGLs. Oil made up 68% of the production mix in 2022 compared to 68% of the production mix in the first quarter of 2021.

Royalties on Tishomingo production averaged approximately 22.0% for the first quarter of 2022 versus 21.7% in the first quarter of 2021 due to different royalty burdens on different leases produced by the Company.

Major 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 $9.56 per BOE for the first quarter of 2022 compared to $7.30 per BOE for the same period in 2021. The increase was due to higher production taxes in the first quarter of 2022 which were $4.07 per BOE in 2022 compared to $2.25 per BOE for the same period of 2021, an increase of $1.82 per BOE. Operating expense per BOE excluding production taxes for the first quarter of 2022 increased by 9% compared to the prior year quarter due to cost increases for services.

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

Kolibri Global Energy Inc. | 6 | First Quarter 2022

At March 31, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil - WTI		April 1, 2022 to September 30, 2022		36,000		$55.92
Oil - WTI		April 1, 2022 to September 30, 2022		24,000		$56.70
Oil - WTI		October 1, 2022 to December 31, 2022		30,000		$57.05
Oil - WTI		January 1, 2023 to May 31, 2023		45,000		$56.02
Oil – WTI		June 1, 2023 to December 31, 2023		63,000		$64.90
Oil – WTI		January 1, 2024 to May 31, 2024		40,000		$62.77

The estimated fair value results in a $6.3 million liability as of March 31, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $4.1 million and a long term liability of $2.2 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million)

In April 2022, the Company entered into the following additional financial commodity contracts:

Commodity	Period		Total Volume Hedged (BBLS/MMBTU)		Price ($/BBL or $/MMBTU)
Oil – WTI		May 1, 2022 to December 31, 2022		16,000		$102.05

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

($000s)	Three months ended March 31,
	2022			2021
Realized loss on financial commodity contracts	$	(1,142	)		(326	)
Unrealized loss on financial commodity contracts	$	(3,786	)		(883	)

General and Administrative Expenses

G&A expense for the first quarter of 2022 was $686,000 compared to $763,000 for the same period of 2021, a decrease of 10%. The decrease is due to management’s continued efforts to reduce G&A costs throughout the Company.

Depletion and Depreciation

Depletion and depreciation expense for the first quarter of 2022 was $1,139,000 compared to $909,000 in the same period of 2021. The increase in the period is due to the impairment reversal in 2021 and increased production for the quarter. Depletion and depreciation expense on a per barrel basis was $12.00 for the first quarter of 2022 compared to $9.91 for the first quarter of 2021.

Share based compensation

Share based compensation for the first quarter of 2022 was $125,000 compared to $0 in the first quarter of 2021. The share based compensation in the first quarter of 2022 was due to stock options awarded in January 2022. There was no share based compensation in 2021 as all outstanding stock options were fully expensed.

Kolibri Global Energy Inc. | 7 | First Quarter 2022

Interest on loans and borrowings

Interest on loans and borrowings decreased from $238,000 for the first quarter of 2021 to $225,000 for the first quarter of 2022. The decrease was due to principal payments on the credit facility during 2021 which reduced the outstanding loan balance.

Net loss for the period

The Company had net loss of $2,456,000 ($0.01 per share) for the first quarter of 2022 compared to net loss of $528,000 ($0.00 per share) for the same period of 2021. The net loss in 2022 compared to the net loss in the same period in 2021 is due to realized and unrealized losses in financial commodity contracts in the first quarter of 2022 totaling $4,928,000 versus losses of $1,209,000 in the first quarter of 2021, an increase in operating expenses of $237,000, an increase in depletion, depreciation and accretion of $230,000, an increase in share based compensation of $125,000, partially offset by an increase in revenue net of royalties of $2,278,000, and a decrease in G&A expense of $77,000.

Cash from operating activities

Cash flows from operating activities for the first quarter of 2022 was $1,243,000 compared to cash flows from operating activities of $1,364,000 for the same period in 2021.

Use of Proceeds

The total net proceeds of the rights offering completed on January 4, 2022 were approximately $8.6 million. The Company used the net proceeds of the rights offering as outlined in the rights offering circular for the following purposes: (i) Drilling and completion of wells. The table below provides a breakdown of the intended use, the amounts used to date and any variance.

Use of total net proceeds from rights offering as at March 31, 2021:

Intended use of proceeds	Allocation		Incurred as at March 31, 2022		Variance
Drilling and completion of well(s)	$	8,600,000	$	7,401,000	$	1,199,000

CAPITAL EXPENDITURES

Capital expenditures for the first quarter of 2022 were for the Barnes 7-3H well (operated, KEI 98% working interest) and the Barnes 8-4H well (operated, KEI 98% working interest), both in the Tishomingo field located in Oklahoma.

($000)
	2022		2021
Additions to oil and gas properties	$	7,401	$	29
	$	7,401	$	29

Kolibri Global Energy Inc. | 8 | First Quarter 2022

LIQUIDITY AND CAPITAL RESOURCES

($000, except shares)

	At March 31, 2022			At December 31, 2021
Working Capital Deficiency (US$)	$	(3,011	)	$	3,823
Loans and Borrowings (US$)	$	16,283		$	17,033
Shares Outstanding, end of period		356,159,098			352,587,670
Market Price per share, end of period (in Canadian $)	$	0.21		$	0.08
Market Value of Shares (in Canadian $)	$	74,793		$	28,207

In June 2017, the Company’s US subsidiary obtained a new credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility is intended to fund the drilling of the Caney wells in the Tishomingo Field and expires in June 2023.

At March 31, 2022 loans and borrowings of $16.3 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.1 million (December 31, 2021: $0.1 million). Subsequent to the end of the quarter, the Company made principal payments of $0.3 million.

In September 2021, the credit facility was redetermined at a borrowing base of $17.3 million at September 30, 2021. Subsequent to the redetermination, the Company has made principal repayments of $1.1 million to reduce the outstanding balance to $16.3 million at March 31, 2022. In addition, the term of the credit facility was extended until June 2023. In accordance with the redetermination, the Company has no available capacity on the credit facility and the borrowing base is automatically reduced by the principal payments as they are paid. In addition, the Company is required to make additional principal payments to reduce the borrowing base to $16.0 million by April 2022. In November 2021, the credit facility was amended to reduce the Maximum Leverage Ratio covenant discussed below from 4 to 1 down to 3.5 to 1 beginning in the first quarter of 2022. In addition, BOK agreed to increase the borrowing base by $2.0 million if the gross proceeds from the Company’s rights offering exceeded C$8.5 million and the Company has drilled 2 wells and completed fracture stimulation on one of the wells. At the end of the quarter, the Company had met both conditions and is awaiting the banks 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”) and certain payables to an operator that are being reduced by the revenue earned from the non-operated well. The second covenant ensures the ratio of outstanding debt and long-term liabilities to an annualized quarterly adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3.5 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, share 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, 2022. At March 31, 2022, the Current Ratio of the US Subsidiary was 1.17 to 1.0 and the Maximum Leverage Ratio was 2.04 to 1.0 for the three months ended March 31, 2022. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

At March 31, 2022, the Company had negative working capital of $3.0 million, versus positive working capital of $3.8 million at December 31, 2021. The Company has drilled two wells in 2022 but does not have any additional drilling commitments and closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements.

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

Kolibri Global Energy Inc. | 9 | First Quarter 2022

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at March 31, 2021:

($000s)	Carrying amount			2022			2023			2024
Liabilities
Fair value of commodity contracts	$	(6,262	)	$	(4,112	)	$	(1,509	)	$	(641	)
Loans and borrowings*		(16,143	)		(250	)		(15,893	)		-
Trade and other payables		(6,050	)		(6,050	)		-			-
	$	(28,455	)	$	(10,412	)	$	(17,402	)	$	(641	)

* Except for the principal payments required in connection with the September 2021 redetermination, the Credit Facility provides for interest only payments until the June 2023 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the June 2023 maturity date. See “Liquidity and Capital Resources” and “Principal Business Risks” for discussion of events that would require early repayment of the Credit Facility.

QUARTERLY SUMMARY

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

	2022		2021								2020
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Daily Production
Oil (BOPD)		714		638		641		674		697		735		761		804
Natural gas (MCFPD)		922		825		845		889		898		924		1,027		1,033
NGLs (BOEPD)		186		155		178		172		173		193		202		187
Average production (BOEPD)		1,054		931		960		994		1,020		1,082		1,134		1,163

	2022		2021								2020
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Average Price
Oil ($/bbl)		96.17		75.80		69.61		63.77		55.92		40.42		38.70		23.35
Natural gas ($/mcf)		4.71		5.49		4.12		2.86		3.60		2.52		1.79		1.63
NGL ($/bbl)		32.25		40.56		34.36		23.96		24.15		14.39		14.50		7.00
Average price ($/bbl)		74.97		63.56		56.49		49.97		45.48		32.19		30.16		18.72

Kolibri Global Energy Inc. | 10 | First Quarter 2022

	2022			2021												2020
($000, except as noted)	Q1			Q4			Q3			Q2			Q1			Q4		Q3		Q2
Netback(1)
Average price ($/BOE)		74.97			63.56			56.49			49.97			45.48			32.19		30.16		18.72
Royalties		16.50			13.89			12.22			10.86			9.86			6.97		6.53		4.24
Operating expenses		9.56			8.79			8.40			8.81			7.30			6.84		6.46		6.07
Netback from operations(1)		48.91			40.88			35.87			30.30			28.32			18.38		17.17		8.41
Price adjustment from commodity contracts		(12.03	)		(11.89	)		(8.83	)		(6.81	)		(3.55	)		7.02		7.73		12.74
Netback including commodity contracts(1)		36.88			28.99			27.04			23.49			24.77			25.40		24.90		21.15

	2022		2021								2020
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Net operating income(2)
Oil and gas revenue		7,111		5,444		4,989		4,520		4,176		3,204		3,147		1,981
Royalties		1,564		1,190		1,079		981		907		694		680		449
Operating expenses		907		753		742		797		670		681		674		642
		4,640		3,501		3,168		2,742		2,599		1,829		1,793		890

	2022			2021										2020
($000, except as noted)	Q1			Q4		Q3		Q2			Q1			Q4			Q3			Q2
Net income (loss)		(2,456	)		71,002		608		(1,418	)		(528	)		(1,078	)		(616	)		(2,369	)
Basic and fully diluted income (loss) ($/share)		0.01			0.30		0.00		(0.01	)		0.00			0.00			0.00			(0.01	)
Adjusted funds flow(3)		2,822			1,988		1,738		1,465			1,509			1,737			1,893			1,601
Cash flow from operating activities		1,243			1,812		1,529		1,649			1,364			1,460			1,684			1,050
Bank debt		16,143			16,866		17,446		18,451			19,808			20,749			21,552			22,720
Total assets		160,882			157,016		79,373		79,984			81,251			82,184			85,034			86,411

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

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the COVID 19 pandemic and the current conflict between Russia and Ukraine.

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells.

● The changes in G&A from quarter to quarter reflect changes in operations, changes in personnel, and non-recurring charges related to specific transactions or events.

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 consolidated 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 consolidated 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 and the related cash flows – 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 and the related cash flows 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 and the related cash flows from the Company’s interest in oil and gas properties

Kolibri Global Energy Inc. | 11 | First Quarter 2022

● 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 oil and gas assets is determined based on total proved and probable oil and gas reserve volumes and includes 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 and the related cash flows are subject to measurement uncertainty. Accordingly, the impact to the consolidated financial statements in future periods could be material.

Asset retirement obligations

The provisions 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.

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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 flow from operations 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.

Kolibri Global Energy Inc. | 12 | First Quarter 2022

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 Company made a principal debt payment of $0.3 million on April 1, 2022 and will utilize its cash on hand and cash inflows to fund these principal payments as well as its trade payables. The current volatile economic climate may lead to adverse changes in cash flow and working capital levels which may also have a direct impact on the Company’s results and financial position which may adversely affect the Company’s liquidity.

OUTSTANDING SHARE DATA

There were 356,159,098, 356,159,098 and 352,587,670 common shares outstanding as of May 5, 2022, March 31, 2022 and December 31, 2021, respectively. The Company had 7,030,000, 7,030,000 and 1,435,000 stock options outstanding as of May 5, 2022, March 31, 2022 and December 31, 2021, respectively.

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

● securing markets for existing and future production

● commodity price fluctuations due to market forces including the impact of COVID-19

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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. The Company is required to repay amounts owing under the Credit Facility in full on the June 2023 maturity date. There can be no assurance that the Company will be able to obtain sufficient capital to repay the Credit Facility or that the Company will be able to extend or refinance 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 June 26, 2017. 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.sedar.com.

Kolibri Global Energy Inc. | 13 | First Quarter 2022

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● 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.

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, 2022 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, 2022.

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 drill additional wells in the next twelve months utilizing cash flow from operations and potential increases in its credit facility.

Kolibri Global Energy Inc. | 14 | First Quarter 2022

NON-GAAP MEASURES

Netback from operations, netback including commodity contracts, net operating income and adjusted funds flow (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under IFRS 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.

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 flow 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 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 (loss) from continuing operations:

(US $000)	For the three months ended March 31,
	2022			2021
Net loss		(2,456	)		(528	)
Adjustments:
Finance income		(12	)		-
Finance expense		5,159			1456
Share based compensation		125			-
Impairment of property, plant and equipment		-			-
General and administrative expenses		686			763
Depletion, depreciation and amortization		1,139			909
Other income		(1	)		(1	)
Operating netback		4,640			2,599
Netback from operations	$	48.91		$	28.32

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. | 15 | First Quarter 2022

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

(US $000)	For the three months ended March 31,
	2022		2021
Oil and gas revenue, net of royalties		5,547		3,269
Operating expenses		907		670
Net operating income		4,640		2,599

Adjusted funds flow is calculated as cash from operating activities excluding changes in non-cash operating working capital and interest expense. The Company considers this a key measure as it demonstrates its ability to generate funds from operations necessary for future growth excluding the impact from short-term fluctuations in the collection of accounts receivable and the payment of accounts payable and financing costs. The following is the reconciliation of the non-GAAP measure adjusted funds flow:

(US $000)	Three months ended March 31,
	2022		2021
Cash flow from continuing operations		1,243		1,364
Change in non-cash working capital		1,381		(64	)
Interest expense(a)		198		209
Adjusted funds flow		2,822		1,509

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

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. | 16 | First Quarter 2022

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking information including expectations regarding the Company’s reserve-based loan facility, including scheduled repayments, compliance with debt covenants and the expected increase to the Company’s borrowing base of $2.0 million in the second quarter of 2022,, proposed timing and expected results of exploratory and 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, cash on hand and cash flow from operations 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 flow from operations will be sufficient to finance the Company’s cash requirements through 2022, 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 and will be increased in the second quarter of 2022, 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.sedar.com.

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. | 17 | First Quarter 2022

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,3,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 1,2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Wolf Regener 4	BOK Financial
Director, President and Chief Executive Officer	Tulsa, OK
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 207, 3623 Old Conejo Road
Trading Symbol: KEI	Newbury Park, CA, USA 91320
(Over the Counter OTC) QB	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc. | 18 | First Quarter 2022

EX-99.8

Exhibit 99.8

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 March 31, 2022.

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 January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 5, 2022

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.9

Exhibit 99.9

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 March 31, 2022.

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 January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 5, 2022

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.10

Exhibit 99.10

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2022

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

	June 30,			December 31,
	2022			2021
Current assets
Cash and cash equivalents	$	2,889		$	7,316
Trade and other receivables		6,342			1,999
Deposits and prepaid expenses		1,022			587
		10,253			9,902
Non-current assets
Property, plant and equipment (Note 4)		158,935			147,076
Right of use assets		5			38
		158,940			147,114
Total assets	$	169,193		$	157,016
Current liabilities
Trade and other payables	$	8,310		$	3,145
Current portion of loans and borrowings (Note 6)		-			1,000
Lease payable		6			43
Fair value of commodity contracts (Note 2)		3,967			1,891
		12,283			6,079
Non-current liabilities
Loans and borrowings (Note 6)		15,907			15,866
Asset retirement obligations		1,475			1,398
Fair value of commodity contracts (Note 2)		1,550			585
		18,932			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,126			22,948
Deficit		(181,369	)		(185,920	)
Total Equity		137,978			133,088
Total equity and liabilities	$	169,193		$	157,016

See accompanying notes to condensed consolidated interim financial statements.

1

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

	Three months ended June 30					Six months ended June 30
	2022		2021			2022		2021
Revenue
Oil and natural gas revenue, net of royalties (Note 9)	$	12,428	$	3,539		$	17,975	$	6,808
Other income		28		-			29		1
		12,456		3,539			18,004		6,809
Expenses
Production and operating expenses		1,364		797			2,271		1,467
Depletion and depreciation (Note 4)		2,087		896			3,226		1,805
General and administrative expenses		844		662			1,530		1,425
Share based compensation (Note 8)		32		-			157		-
Gain on forgiven loan		-		(303	)		-		(303	)
		4,327		2,052			7,184		4,394
Finance income
Unrealized gain on financial commodity contracts (Note 2)		746		-			-		-
Interest income		1		-			3		-
Foreign exchange gain		-		1			7		-
		747		1			10		-
Finance expense
Realized loss on financial commodity contracts (Note 2)		1,648		616			2,790		942
Unrealized loss on financial commodity contracts (Note 2)		-		2,059			3,040		2,942
Interest on loans and borrowings		212		225			437		463
Foreign exchange loss		3		-			-		1
Accretion		6		6			12		13
		1,869		2,906			6,279		4,361
Net income (loss) and comprehensive income (loss)	$	7,007	$	(1,418	)	$	4,551	$	(1,946	)
Basic net income (loss) per share (Note 5)	$	0.20	$	(0.06	)	$	0.13	$	(0.08	)
Diluted net income (loss) per share (Note 5)		0.19		(0.06	)		0.13		(0.08	)

See accompanying notes to the condensed consolidated interim financial statements.

2

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited, Expressed in Thousands of United States Dollars, except number of common shares)

	Number of common shares (Note 7)		Share capital		Contributed Surplus		Deficit			Total Equity
Balance at January 1, 2021		23,292,262	$	289,622	$	22,948	$	(256,922	)	$	55,648
Net loss for the period		-		-		-		(1,946	)		(1,946	)
Balance at June 30, 2021		23,292,262	$	289,622	$	22,948	$	(258,868	)	$	53,702
Balance at January 1, 2022		35,258,778	$	296,060	$	22,948	$	(185,920	)	$	133,088
Share based compensation (Note 8)						178					178
Rights offering		357,143		161							161
Net income for the period		-		-		-		4,551			4,551
Balance at June 30, 2022		35,615,921	$	296,221	$	23,126	$	(181,369	)	$	137,978

See accompanying notes to the 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)

	2022			2021
Cash flows from operating activities
Net income (loss)	$	4,551		$	(1,946	)
Adjustments for:
Depletion and depreciation		3,226			1,805
Accretion		12			13
Amortization of loan acquisition costs		52			59
Unrealized loss on financial commodity contracts		3,040			2,942
Share based compensation (Note 8)		157			-
Other non-cash loss (income)		6			(303	)
Unrealized foreign exchange gain		7			-
Change in non-cash working capital (Note 3)		(1,494	)		443
Net cash from operating activities		9,557			3,013
Cash flows from investing activities
Additions to property, plant and equipment (Note 4)		(14,973	)		(90	)
Change in non-cash working capital (Note 3)		1,877			(1,056	)
Net cash used in investing activities		(13,096	)		(1,146	)
Cash flows from financing activities
Proceeds from equity offering, net		161			-
Repayment of loans and borrowings, net		(1,011	)		(2,334	)
Proceeds from loans and borrowings		-			280
Lease payments		(38	)		(36	)
Net cash used in financing activities		(888	)		(2,090	)
Change in cash and cash equivalents		(4,427	)		(223	)
Cash and cash equivalents, beginning of period		7,316			920
Cash and cash equivalents, end of period	$	2,889		$	697

See accompanying notes to the condensed consolidated interim financial statements.

4

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

These 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 in Note 3, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2021. 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 condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2021.

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation. See Note 7 for more information.

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on August 8, 2022.

2. FINANCIAL RISK MANAGEMENT

Credit Risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.

Commodity price risk

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

5

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

2. FINANCIAL RISK MANAGEMENT (continued)

At June 30, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil - WTI	July 1, 2022 to September 30, 2022		18,000	$	55.92
Oil - WTI	July 1, 2022 to September 30, 2022		12,000	$	56.70
Oil - WTI	July 1, 2022 to December 31, 2022		12,000	$	102.05
Oil – WTI	July 1, 2022 to December 31, 2022		24,000	$	103.30
Oil - WTI	October 1, 2022 to December 31, 2022		30,000	$	57.05
Oil - WTI	January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI	January 3, 2023 to December 31, 2023		36,000	$	90.45
Oil – WTI	June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI	January 1, 2024 to May 31, 2024		40,000	$	62.77

The estimated fair value results in a $5.5 million liability as of June 30, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $4.0 million and a long term liability of $1.6 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million).

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

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Realized gain (loss) on financial commodity contracts	$	(1,648	)	$	(616	)	$	(2,790	)	$	(942	)
Unrealized gain (loss) on financial commodity contracts	$	746		$	(2,059	)	$	(3,040	)	$	(2,942	)

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

6

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

3. 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,
	2022			2021
Trade and other receivables	$	(4,343	)	$	19
Deposits and prepaid expenses		(435	)		242
Trade and other payables		5,165			(875	)
Foreign currency		(4	)		1
	$	383		$	(613	)
Related to operating activities	$	(1,494	)	$	443
Related to investing activities	$	1,877		$	(1,056	)

4. PROPERTY, PLANT AND EQUIPMENT

	Oil and Natural Gas Interests		Processing and Other Equipment			Total
Cost or deemed cost
Balance at January 1, 2021	$	125,490	$	1,379		$	126,869
Additions		806		-			806
Impairment reversal		70,820		-			70,820
Balance at December 31, 2021	$	197,116	$	1,379		$	198,495
Additions (a)		15,054		5			15,059
Disposals				(6	)		(6	)
Balance at June 30, 2022	$	212,170	$	1,378		$	213,548
Accumulated depletion and depreciation
Balance at January 1, 2021	$	46,586	$	1,304		$	47,890
Depletion and depreciation for the period		3,509		20			3,529
Balance at December 31, 2021	$	50,095	$	1,324		$	51,419
Depletion and depreciation for the period		3,186		8			3,194
Balance at June 30, 2022	$	53,281	$	1,332		$	54,613
Net carrying amounts
At December 31, 2021	$	147,021	$	55		$	147,076
At June 30, 2022	$	158,889	$	46		$	158,935

(a) Includes non-cash additions of $20 from capitalized stock-based compensation and $66 from assets related to ARO liabilities.

There were no indicators of impairment at June 30, 2022.

7

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

5. EARNINGS PER SHARE

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation. See Note 7 for more information.

	Three months ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
Basic earnings per share
Net income (loss)	$	7,007	$	(1,418	)	$	4,551	$	(1,946	)
Weighted average number of common shares - basic		35,616		23,292			35,604		23,292
Net income (loss) per share – basic	$	0.20	$	(0.06	)	$	0.13	$	(0.08	)
Diluted earnings per share
Net income (loss)	$	7,007	$	(1,418	)	$	4,551	$	(1,946	)
Effect of outstanding options		333		(a)			293		(a)
Weighted average number of common shares - diluted		35,949		23,292			35,897		23,292
Net income (loss) per share – diluted	$	0.19	$	(0.06	)		0.13	$	(0.08	)

(a) All the options and warrants were anti-dilutive in 2021.

6. LOANS AND BORROWINGS

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has an initial borrowing base of $20.0 million and the Company has a current available borrowing capacity of $3.8 million. 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 2022. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

8

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

6. LOANS AND BORROWINGS (continued)

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, 2022. At June 30, 2022, the Current Ratio of the US Subsidiary was 1.68 to 1.0 and the Maximum Leverage Ratio was 1.47 to 1.0 for the three months ended June 30, 2022.

At June 30, 2022 loans and borrowings of $16.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.3 million (December 31, 2021: $0.1 million).

7. SHARE CAPITAL

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. The common shares commenced trading on the Toronto Stock Exchange on a post-consolidation basis on the opening of trading May 19, 2022. The exercise price and the number of shares issuable under the Company’s outstanding stock options were proportionately adjusted upon the completion of the consolidation. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation.

8. STOCK OPTIONS

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five year term and generally vest over two years.

9

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

8. STOCK OPTIONS (continued)

The number and weighted average exercise prices of share options are as follows:

	Six months ended June 30,
	2022				2021
	Number of options		Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at January 1		143,500	$	5.00		465,500		$	4.50
Granted		559,500		0.80
Expired/cancelled		-		-		(290,500	)		4.40
Outstanding at June 30		703,000	$	1.65		175,000		$	4.70
Exercisable at June 30		329,999	$	2.62		175,000		$	4.70

The range of exercise prices for the outstanding options is as follows:

	Number of outstanding stock options		Weighted average exercise price		Weighted average contractual life (years)
$5.00 to $6.00		97,000	$	5.70		0.8
$3.00 to $4.90		46,500	$	3.50		1.2
$0.80 to $2.90		559,500	$	0.80		4.5
		703,000	$	1.65		3.8

Share based compensation was recorded as follows:

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Expensed	$	32	$	5	$	157	$	-
Capitalized	$	4	$	-	$	20	$	-

9. REVENUES

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

10

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

9. REVENUES (continued)

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.

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,
	2022			2021			2022			2021
Oil revenue	$	14,365		$	3,914		$	20,544		$	7,424
Natural gas revenue		750			231			1,141			522
NGL revenue		1,029			375			1,570			750
		16,144			4,520			23,255			8,696
Royalties		(3,716	)		(981	)		(5,280	)		(1,888	)
	$	12,428		$	3,539		$	17,975		$	6,808

10. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Three months ended June 30, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	12,428		$	-		$	12,428
Other income		28						28
		12,456			-			12,456
Production and operating expenses		1,364			-			1,364
Depletion and depreciation		2,087			-			2,087
General and administrative expenses		717			127			844
Share based compensation		28			4			32
		4,196			131			4,327
Finance income		746			1			747
Finance expense		(1,866	)		(3	)		(1,869	)
Net income (loss)		7,140			(133	)		7,007
Assets	$	168,917		$	276		$	169,193
Capital expenditure	$	7,572		$	-		$	7,572

11

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

10. SEGMENTED INFORMATION (continued)

Six months ended June 30, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	17,975		$	-		$	17,975
Other income		29			-			29
		18,004			-			18,004
Production and operating expenses		2,271			-			2,271
Depletion and depreciation		3,226			-			3,226
General and administrative expenses		1,283			247			1,530
Share based compensation		134			23			157
		6,914			270			7,184
Finance income		-			10			10
Finance expense		(6,279	)		-			(6,279	)
Net income (loss)		4,811			(260	)		4,551
Assets	$	168,917		$	276		$	169,193
Capital expenditures	$	14,973		$	-		$	14,973

12

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

10. SEGMENTED INFORMATION (continued)

Three months ended June 30, 2021
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	3,539		$	-		$	3,539
		3,539			-			3,539
Production and operating expenses		797			-			797
Depletion and depreciation		896			-			896
General and administrative expenses		598			64			662
Other income		(303	)		-			(303	)
		1,988			64			2,052
Finance income		-			1			1
Finance expense		(2,906	)		-			(2,906	)
Net loss		(1,355	)		(63	)		(1,418	)
Assets	$	79,878		$	106		$	79,984
Capital expenditure	$	61		$	-		$	61

13

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2022 and 2021

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

10. SEGMENTED INFORMATION (continued)

Six months ended June 30, 2021
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	6,808		$	-		$	6,808
Other income		1			-			1
		6,809			-			6,809
Production and operating expenses		1,467			-			1,467
Depletion and depreciation		1,805			-			1,805
General and administrative expenses		1,161			264			1,425
Other income		(303	)					(303	)
		4,130			264			4,394
Finance expense		(4,360	)		(1	)		(4,361	)
Net loss		(1,681	)		(265	)		(1,946	)
Assets	$	79,878		$	106		$	79,984
Capital expenditures	$	90		$	-		$	90

14

EX-99.11

Exhibit 99.11

MANAGEMENT’S DISCUSSION AND ANALYSIS

JUNE 30, 2022

Kolibri Global Energy Inc. | 1 | Second Quarter 2022

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 and six months ended June 30, 2022, 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 and six months ended June 30, 2022 and the audited consolidated financial statements and MD&A for the year ended December 31, 2021. 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.sedar.com and on the Company’s website at www.kolibrienergy.com.

This report is prepared as of August 8, 2022. 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 an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

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 2022

Results at a Glance

	Three Months ended					Six Months ended
	June 30,					June 30,
	2022		2021			2022		2021
Financial (US $000 except per share)
Oil and gas gross revenues		16,144		4,520			23,255		8,696
Oil and gas net revenues		12,428		3,539			17,975		6,808
Net operating income(1)		11,064		2,742			15,704		5,341
Net income (loss)		7,007		(1,418	)		4,551		(1,946	)
Basic net income (loss) per share		0.20		(0.06	)		0.13		(0.08	)
Diluted net income (loss) per share		0.19		(0.06	)		0.13		(0.08	)
Cash flow from operating activities		8,314		1,649			9,557		3,013
Adjusted funds flow(2)		8,614		1,465			11,436		2,974
Additions to property, plant and equipment		7,572		61			14,973		90
Operating
Average production (Boepd)		1,928		994			1,493		1,007
Average price ($/BOE)		92.02		49.97			86.06		47.70
Netback from operations ($/BOE)(3)		63.06		30.30			58.11		29.30
Netback including commodity contracts ($/BOE)(3)		53.66		23.49			47.78		24.14

	June 30, 2022			Mar 31, 2022			Dec 31, 2021
Balance Sheet
Cash and cash equivalents		2,889			3,058			7,316
Total assets		169,193			160,882			157,016
Working capital (deficiency)		(2,030	)		(3,011	)		3,823
Total non-current liabilities		18,932			19,512			17,849

(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 Funds Flow 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 2022

Highlights

The average production for the second quarter of 2022 was 1,928 BOEPD, an increase of 94% compared to second quarter 2021 production of 994 BOEPD. Average production for the six months ended June 30, 2022 was 1,493 BOEPD, an increase of 48% from the average production of 1,007 BOEPD in the same period of 2021. These increases are due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022.

Gross revenues for the second quarter of 2022 increased by 256% compared to the second quarter of 2021. The increase was due to a 94% increase in production in the second quarter of 2022 compared to the second quarter of 2021 and an 84% increase in average prices in the second quarter of 2022. Gross revenues for the six months ended June 30, 2022 increased by 167% compared to the same period in 2021. The increase was due to an 80% increase in average prices in the six months ending June 30, 2022 and a 48% increase in production in the six months ending June 30, 2022 compared to the same period in 2021.

Adjusted funds flow⁽¹⁾ was $8.6 million for the second quarter of 2022 compared to $1.5 million for the prior year second quarter, an increase of 473%. The increase was primarily due to an increase in average prices of 84% and an increase in production of 94%, partially offset by higher realized losses from commodity contracts in 2022. Adjusted funds flow⁽¹⁾ was $11.4 million for the six months ended June 30, 2022 compared to $3.0 million for the prior year period, an increase of 280%. The increase was primarily due to an increase in average prices of 80% and an increase in production of 48%, partially offset by higher realized losses from commodity contracts in 2022

Netback from operations⁽²⁾ increased to $63.06 per BOE in the second quarter of 2022 compared to $30.30 per BOE in the second quarter of 2021, an increase of 108%. Netback from operations⁽²⁾ increased to $58.11 per BOE in the six months ending June 30, 2022 compared to $29.30 per BOE in the six months ending June 30, 2021, an increase of 98%. Netback including commodity contracts⁽²⁾ for the second quarter of 2022 was $53.66 per BOE, an increase of 128% from the prior year second quarter. Netback including commodity contracts⁽²⁾ for the six months ended June 30, 2022 was $47.78 per BOE, an increase of 98% from the prior year period. The 2022 increases compared to the same periods in the prior year were due to the increase in average prices.

Interest expense decreased by 6% in the second quarter of 2022 and 6% in the six months ended June 30, 2022 compared to the comparable prior year periods due to principal payments on the credit facility during 2021 and 2022 which reduced the outstanding loan balance.

Production and operating expenses per barrel averaged $7.77 per BOE in the second quarter of 2022 compared to $8.81 per BOE in the second quarter of 2021, a decrease of 12%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices. Production and operating expenses per barrel averaged $8.40 per BOE in the first six months of 2022 compared to $8.05 per BOE in the first six months of 2021, an increase of 4%. The increase was due to higher production taxes in the first six months of 2022 which were $4.16 per BOE compared to $2.46 per BOE in the prior year first six months. Operating expense per boe excluding production taxes for the first six months of 2022 decreased by 24% compared to the prior year period due to one-time field maintenance costs in 2021

Net income in the second quarter of 2022 was $7.0 million, compared to a net loss of $1.4 million in the second quarter of 2021. Net income in the first six months of 2022 was $4.6 million, compared to a net loss of $1.9 million in the first six months of 2021. The increases were due to higher production and higher average prices partially offset by higher realized losses on commodity contracts.

In May 2022, the Company completed a share consolidation on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the MD&A have been retrospectively adjusted to reflect the share consolidation.

Kolibri Global Energy Inc. | 4 | Second Quarter 2022

In May 2022, the Company amended its credit facility with BOK Financial with an initial borrowing base of $20 million. The credit facility expires in June 2026 and the Company currently has $3.8 million of available borrowing capacity.

(1) Adjusted funds flow 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 Company initiated a five-well drilling program at the beginning of 2022. The Barnes 7-3H well (98.07% working interest) well started production in the second half of March 2022. The Barnes 8-4H well (98.07% working interest), the second well in the 2022 drilling program, started production at the end of April 2022. Average production for the second quarter of 2022 was 1,928 BOEPD, an increase of 94% compared to second quarter 2021 production of 994 BOEPD. Average production for the six months ended June 30, 2022 was 1,493 BOEPD, an increase of 48% from the average production of 1,007 BOEPD in the same period of 2021. The Company is anticipating drilling its next three wells back-to-back starting in August 2022 with completion activities scheduled to start in September. In order to prevent drilling delays due to potential supply chain issues, the Company has purchased approximately $3.0 million of tubulars which is enough to supply its next three wells. In addition, the Company has prepaid $0.7 million to a drilling contractor to ensure that they are available when the Company is ready to drill.

DISCUSSION OF OPERATING RESULTS

Production and Revenue

	Three months ended June 30						Six months ended June 30
	2022		2021		%		2022		2021		%
Average oil production (BOPD)		1,439		674		114		1,078		686		57
Average natural gas production (MCFPD)		1,271		889		43		1,097		893		23
Average NGL production (BOEPD)		277		172		61		232		172		35
Average production (BOEPD)		1,928		994		94		1,493		1,007		48
Average oil price ($/bbl)		109.74		63.77		72		105.27		59.80		76
Average natural gas price ($/mcf)		6.48		2.86		127		5.74		3.23		78
Average NGL price ($/bbl)		40.82		23.96		70		37.40		24.06		55
Average price ($/BOE)		92.02		49.97		84		86.06		47.70		80
Oil gross revenue ($000)		14,365		3,914		267		20,544		7,424		177
Natural gas gross revenue ($000)		750		231		225		1,141		522		119
NGL gross revenue ($000)		1,029		375		174		1,570		750		109

Oil production for the second quarter of 2022 was 1,439 BOPD compared to 674 BOPD for the second quarter of 2021, an increase of 114%. Average oil production for the first six months of 2022 was 1,078 BOPD compared to 686 for the same period in 2021, an increase of 57%. These increases are due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022. Oil revenue increased by 267% in the second quarter of 2022 versus the second quarter of 2021 due to an increase in oil prices of 72% and an increase in oil production of 114%. Oil revenue increased by 177% in the first six months of 2022 versus the first six months of 2021 due to an increase in oil prices of 76% and an increase in oil production of 57%.

Kolibri Global Energy Inc. | 5 | Second Quarter 2022

For the second quarter of 2022, average natural gas production was 1,271 MCFPD compared to 889 MCFPD in the prior year second quarter, an increase of 43%. Average natural gas production for the first six months of 2022 was 1,097 MCFPD compared to 893 MCFPD for the first six months of 2021. These increases are due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022. Natural gas revenue increased by 225% in the second quarter of 2022 versus the second quarter of 2021 due to a 127% increase in natural gas prices and a 43% increase in natural gas production. Natural gas revenue increased by 119% in the first six months of 2022 versus the first six months of 2021 due to a 78% increase in natural gas prices and 23% increase in natural gas production.

Natural gas liquids (NGL) production for the second quarter of 2022 increased to 277 BOEPD from 172 BOEPD in the second quarter of 2021, an increase of 61%. Average NGL production for the first six months of 2022 increased to 232 BOEPD from 172 BOEPD for the same period in 2021, an increase of 35%. These increases are due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022. NGL revenue increased by 174% in the second quarter of 2022 compared to the prior year quarter due to an increase in NGL prices of 70% and an increase in NGL production of 61%. NGL revenue increased by 109% in the first six months of 2022 compared to the first six months of 2021 due to an increase in NGL prices of 55% and an increase in NGL production of 35%.

Average production was 1,928 BOEPD in the second quarter of 2022 compared to 994 BOEPD in the second quarter of 2021, an increase of 94%. Average production was 1,493 BOEPD in the first six months of 2022 compared to 1,007 BOEPD in the first six months of 2021, an increase of 48%. The increases are due to the factors discussed above. Gross revenue for the second quarter of 2022 increased by 257% compared to the second quarter of 2021. Gross revenues for the first six months of 2022 increased by 167% compared to the first six months of 2021. The increases are due to an increase in average prices and average production.

Royalties, Operating Expenses and Netback

	Three months ended June 30									Six months ended June 30
($/BOE)	2022			2021			%			2022			2021			%
Average price		92.02			49.97			84			86.06			47.70			80
Less: Royalties		21.19			10.86			95			19.55			10.35			89
Less: Operating expenses		7.77			8.81			(12	)		8.40			8.05			4
Netback from operations(1)		63.06			30.30			108			58.11			29.30			98
Price impact from commodity contracts(2)		(9.40	)		(6.81	)		38			(10.33	)		(5.16	)		100
Netback including commodity contracts(1)		53.66			23.49			128			47.78			24.14			98

(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 impact 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.

The average price increase in the second quarter of 2022 was due to price increases in oil, gas and NGLs. Oil made up 74% of the production mix in 2022 compared to 68% of the production mix in the second quarter of 2021. The average price increase in the first six months of 2022 was due to price increases in oil, gas and NGLs. Oil made up 72% of the production mix in 2022 compared to 68% of the production mix in the first six months of 2020

Royalties on Tishomingo production averaged approximately 23.0% for the second quarter of 2022 versus 21.7% in the second quarter of 2021. Royalties on Tishomingo production averaged approximately 22.7% for the first six months of 2022 versus 21.7% in the second quarter of 2021. The differences in percentages in both periods are due to different royalty burdens on the leases drilled by the Company.

Kolibri Global Energy Inc. | 6 | Second Quarter 2022

Major operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Operating expenses in the second quarter of 2022 were $1,364,000 compared to $797,000 in the second quarter of 2021. Operating expenses averaged $7.77 per BOE for the second quarter of 2022 compared to $8.81 per BOE for the same period in 2021. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices. Operating expenses averaged $8.40 per BOE for the first six months of 2022 compared to $8.05 per BOE for the same period in 2021. The increase was due to higher production taxes in the first six months of 2022 which were $4.16 per BOE compared to $2.46 per BOE in the prior year first six months. Operating expense per boe excluding production taxes for the first six months of 2022 decreased by 24% compared to the prior year period due to one-time field maintenance costs in 2021.

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

At June 30, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil - WTI	July 1, 2022 to September 30, 2022		18,000	$	55.92
Oil - WTI	July 1, 2022 to September 30, 2022		12,000	$	56.70
Oil - WTI	July 1, 2022 to December 31, 2022		12,000	$	102.05
Oil – WTI	July 1, 2022 to December 31, 2022		24,000	$	103.30
Oil - WTI	October 1, 2022 to December 31, 2022		30,000	$	57.05
Oil - WTI	January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI	January 3, 2023 to December 31, 2023		36,000	$	90.45
Oil – WTI	June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI	January 1, 2024 to May 31, 2024		40,000	$	62.77

The estimated fair value results in a $5.5 million liability as of June 30, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $4.0 million and a long term liability of $1.6 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million).

General and Administrative Expenses

General & administrative (G&A) expense for the second quarter of 2022 was $844,000 compared to $662,000 for the same period of 2021, an increase of 27%. G&A expense for the first six months of 2022 was $1,530,000 compared to $1,425,000 for the same period of 2021, an increase of 7%. The increases are due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Kolibri Global Energy Inc. | 7 | Second Quarter 2022

Depletion and Depreciation

Depletion and depreciation expense for the second quarter of 2022 was $2.1 million compared to $0.9 million in the same period of 2021. Depletion and depreciation expense for the first six months of 2021 was $3.2 million compared to $1.8 million in the same period of 2021. The increase in both periods is due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021. Depletion and depreciation expense on a per barrel basis was $11.89 for the second quarter of 2022 compared to $9.90 for the second quarter of 2021. Depletion and depreciation expense on a per barrel basis was $11.93 for the first six months of 2022 compared to $7.82 for the first six months of 2021.

Share based compensation

Share based compensation for the second quarter of 2022 was $32,000 compared to $0 in the second quarter of 2021. Share based compensation for the first six months of 2022 was $157,000 compared to $0 in the first six months of 2021. The share based compensation for both periods of 2022 was due to stock options awarded in January 2022. There was no share based compensation in 2021 as all outstanding stock options were fully expensed.

Interest on loans and borrowings

Interest on loans and borrowings decreased from $225,000 for the second quarter of 2021 to $212,000 for the second quarter of 2022. Interest on loans and borrowings decreased from $463,000 for the first six months of 2021 to $437,000 for the first six months of 2022. The decreases were due to principal payments on the credit facility during 2021 and 2022 which reduced the outstanding loan balance.

Net income for the period

The Company had net income of $7,007,000 ($0.20 per basic share) for the second quarter of 2022 compared to net loss of $1,418,000 ($0.06 per basic share) for the same period of 2021. The net income in 2022 compared to the net loss in the same period in 2021 is due to an increase in revenue net of royalties of $8,889,000, realized and unrealized losses in financial commodity contracts in the second quarter of 2022 totaling $902,000 versus losses of $2,675,000 in the second quarter of 2021, partially offset by an increase in depletion, depreciation and accretion of $1,191,000, an increase in operating expenses of $567,000, a decrease in other income of $275,000, an increase in G&A expense of $182,000, and an increase in share based compensation of $32,000.

The Company had net income of $4,551,000 ($0.13 per basic share) for the first six months of 2022 compared to net loss of $1,946,000 ($0.08 per share) for the same period of 2021. The net income in the first six months of 2022 compared to the net loss in the same period in 2021 is due to an increase in revenue net of royalties of $11,167,000, partially offset by realized and unrealized losses in financial commodity contracts in the first six months of 2022 totaling $5,830,000 versus losses of $3,884,000 in the in the first six months of 2021, an increase in depletion, depreciation and accretion of $1,421,000, an increase in operating expenses of $804,000, a decrease in other income of $275,000, an increase in share based compensation of $157,000 and an increase in G&A expense of $105,000.

Cash from operating activities

Cash flows from operating activities for the second quarter of 2022 was $8,314,000 compared to cash flows from operating activities of $1,649,000 for the same period in 2021. Cash flows from operating activities for the first six months of 2022 was $9,557,000 compared to cash flows from operating activities of $3,013,000 for the same period in 2021.

Use of Proceeds

The total net proceeds of the rights offering completed on January 4, 2022 were approximately $8.6 million. The Company used the net proceeds of the rights offering as outlined in the rights offering circular for the drilling and completion of wells. The table below provides a breakdown of the intended use, the amounts used to date and any variance.

Kolibri Global Energy Inc. | 8 | Second Quarter 2022

Use of total net proceeds from rights offering as at June 30, 2022:

Intended use of proceeds	Allocation		Incurred as at June 30, 2022		Variance
Drilling and completion of well(s)	$	8,600,000	$	8,600,000	$	Nil

CAPITAL EXPENDITURES

Capital expenditures for the first six months of 2022 were for the Barnes 7-3H well (operated, KEI 98% working interest) and the Barnes 8-4H well (operated, KEI 98% working interest), both in the Tishomingo field located in Oklahoma.

($000)

	2022		2021
Additions to oil and gas properties	$	14,973	$	90
	$	14,973	$	90

LIQUIDITY AND CAPITAL RESOURCES

($000, except shares)

	At June 30, 2022			At December 31, 2021
Working Capital Deficiency (US$)	$	(2,030	)	$	3,823
Loans and Borrowings (US$)	$	16,158		$	17,033
Shares Outstanding, end of period		35,615,921			35,258,778
Market Price per share, end of period (in Canadian $)	$	1.79		$	0.80
Market Value of Shares (in Canadian $)	$	63,752		$	28,207

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has an initial borrowing base of $20.0 million and the Company has a current available borrowing capacity of $3.8 million. 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 2022. 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. | 9 | Second Quarter 2022

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, 2022. At June 30, 2022, the Current Ratio of the US Subsidiary was 1.68 to 1.0 and the Maximum Leverage Ratio was 1.47 to 1.0 for the three months ended June 30, 2022.

At June 30, 2022, loans and borrowings of $16.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.2 million (December 31, 2021: $0.1 million).

At June 30, 2022, the Company had negative working capital of $2.0 million, versus positive working capital of $3.8 million at December 31, 2021. The Company has drilled two wells in 2022 and 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.

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

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at June 30, 2022:

($000s)

	Carrying amount			2022			2023			2024			Thereafter
Liabilities
Fair value of commodity contracts	$	(5,517	)	$	(2,345	)	$	(2,500	)	$	(672	)		-
Loans and borrowings*	$	(15,907	)		-			-			-		$	(15,907	)
Trade and other payables	$	(8,310	)	$	(8,310	)		-			-			-
	$	(29,734	)	$	(10,655	)	$	(2,500	)	$	(672	)	$	(15,907	)

* The Credit Facility provides for interest only payments until the June 2026 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the June 2026 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 2022

QUARTERLY SUMMARY

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

	2022				2021								2020
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Daily Production
Oil (BOPD)		1,439		714		638		641		674		697		735		761
Natural gas (MCFPD)		1,271		922		825		845		889		898		924		1,027
NGLs (BOEPD)		277		186		155		178		172		173		193		202
Average production (BOEPD)		1,928		1,054		931		960		994		1,020		1,082		1,134

	2022				2021								2020
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Average Price
Oil ($/bbl)		109.74		96.17		75.80		69.61		63.77		55.92		40.42		38.70
Natural gas ($/mcf)		6.48		4.71		5.49		4.12		2.86		3.60		2.52		1.79
NGL ($/bbl)		40.82		32.25		40.56		34.36		23.96		24.15		14.39		14.50
Average price ($/bbl)		92.02		74.97		63.56		56.49		49.97		45.48		32.19		30.16

	2022						2021												2020
($000, except as noted)	Q2			Q1			Q4			Q3			Q2			Q1			Q4		Q3
Netback(1)
Average price ($/BOE)		92.02			74.97			63.56			56.49			49.97			45.48			32.19		30.16
Royalties		21.19			16.50			13.89			12.22			10.86			9.86			6.97		6.53
Operating expenses		7.77			9.56			8.79			8.40			8.81			7.30			6.84		6.46
Netback from operations(1)		63.06			48.91			40.88			35.87			30.3			28.32			18.38		17.17
Price adjustment from commodity contracts		(9.40	)		(12.03	)		(11.89	)		(8.83	)		(6.81	)		(3.55	)		7.02		7.73
Netback including commodity contracts(1)		53.66			36.88			28.99			27.04			23.49			24.77			25.40		24.90

Kolibri Global Energy Inc. | 11 | Second Quarter 2022

	2022				2021								2020
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Net operating income(2)
Oil and gas revenue		16,144		7,111		5,444		4,989		4,520		4,176		3,204		3,147
Royalties		3,717		1,564		1,190		1,079		981		907		694		680
Operating expenses		1,364		907		753		742		797		670		681		674
		11,063		4,640		3,501		3,168		2,742		2,599		1,829		1,793

	2022					2021										2020
($000, except as noted)	Q2		Q1			Q4		Q3		Q2			Q1			Q4			Q3
Net income (loss)		7,007		(2,456	)		71,002		608		(1,418	)		(528	)		(1,078	)		(616	)
Basic and fully diluted income (loss) ($/share)		0.01		0.01			0.30		0.00		(0.01	)		0.00			0.00			0.00
Adjusted funds flow(3)		8,614		2,822			1,988		1,738		1,465			1,509			1,737			1,893
Cash flow from operating activities		8,314		1,243			1,812		1,529		1,649			1,364			1,460			1,684
Bank debt		15,907		16,143			16,866		17,446		18,451			19,808			20,749			21,552
Total assets		169,193		160,882			157,016		79,373		79,984			81,251			82,184			85,034

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

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the COVID 19 pandemic and the current conflict between Russia and Ukraine.

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells.

Kolibri Global Energy Inc. | 12 | Second Quarter 2022

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 consolidated 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 consolidated 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 and the related cash flows – 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 and the related cash flows 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 and the related cash flows from the Company’s interest in oil and gas properties

● 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 oil and gas assets is determined based on total proved and probable oil and gas reserve volumes and includes 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 and the related cash flows are subject to measurement uncertainty. Accordingly, the impact to the consolidated financial statements in future periods could be material.

Asset retirement obligations

The provisions 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.

Kolibri Global Energy Inc. | 13 | Second Quarter 2022

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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 flow from operations 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 flow 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.

OUTSTANDING SHARE DATA

There were 35,615,921, 35,615,921 and 35,258,778 common shares outstanding as of August 4, 2022, June 30, 2022 and December 31, 2021, respectively. The Company had 778,000, 703,000 and 143,500 stock options outstanding as of August 4, 2022, June 30, 2022 and December 31, 2021, respectively.

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

● securing markets for existing and future production

● commodity price fluctuations due to market forces including the impact of COVID-19

● volatile market conditions related to the current conflict between Russia and Ukraine

● financial risk due to foreign exchange rates and interest rate exposure

Kolibri Global Energy Inc. | 14 | Second Quarter 2022

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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, 2022. 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.sedar.com.

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● 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.

Kolibri Global Energy Inc. | 15 | Second Quarter 2022

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, 2022 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, 2022.

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 drill 3 additional wells during the next six months utilizing cash flow from operations and its available borrowing capacity under its credit facility.

NON-GAAP MEASURES

Netback from operations, netback including commodity contracts, net operating income and adjusted funds flow (collectively, the “Company’s Non-GAAP Measures”) are not measures or ratios recognized under IFRS 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.

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 flow 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 and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.

Kolibri Global Energy Inc. | 16 | Second Quarter 2022

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

(US $000)	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Net income (loss)		7,006			(1,418	)		4,551			(1,946	)
Adjustments:
Finance income		(746	)		(1	)		(10	)		-
Finance expense		1,869			2,906			6,279			4,361
Share based compensation		32			-			157			-
General and administrative expenses		844			662			1,530			1,425
Depletion, depreciation and amortization		2,087			896			3,226			1,805
Impairment of PP&E		-			-			-			-
Other income		(28	)		(303	)		(29	)		(304	)
Operating netback		11,064			2,742			15,704			5,341
Netback from operations per BOE		63.06			30.30			58.11			29.30

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,
	2022		2021		2022		2021
Oil and gas revenue, net of royalties		12,428		3,539		17,975		6,808
Operating expenses		1,364		797		2,271		1,467
Net operating income		11,064		2,742		15,704		5,341

Kolibri Global Energy Inc. | 17 | Second Quarter 2022

Adjusted funds flow is calculated as cash from operating activities excluding changes in non-cash operating working capital and interest expense. The Company considers this a key measure as it demonstrates its ability to generate funds from operations necessary for future growth excluding the impact from short-term fluctuations in the collection of accounts receivable and the payment of accounts payable and financing costs. The following is the reconciliation of the non-GAAP measure adjusted funds flow:

(US $000)	Three months ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
Cash flow from continuing operations		8,314		1,649			9,557		3,013
Change in non-cash working capital		113		(379	)		1494		(443	)
Interest expense(a)		187		195			385		404
Adjusted funds flow		8,614		1,465			11,436		2,974

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

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.

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 flow from operations 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.

Kolibri Global Energy Inc. | 18 | Second Quarter 2022

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 flow from operations will be sufficient to finance the Company’s cash requirements through 2022, 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.sedar.com.

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 2022

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Evan Templeton1,3	BOK Financial
Director	Tulsa, OK
Wolf Regener 4
Director, President and Chief Executive Officer
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 207, 3623 Old Conejo Road
Trading Symbol: KEI	Newbury Park, CA, USA 91320
(Over the Counter OTC) QX	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc. | 20 | Second Quarter 2022

EX-99.12

Exhibit 99.12

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, 2022.

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, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 8, 2022

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.13

Exhibit 99.13

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, 2022.

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, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 8, 2022

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.14

Exhibit 99.14

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

	September 30,			December 31,
	2022			2021
Current assets
Cash and cash equivalents	$	4,878		$	7,316
Trade and other receivables		4,233			1,999
Deposits and prepaid expenses		1,407			587
		10,518			9,902
Non-current assets
Property, plant and equipment (Note 4)		162,060			147,076
Right of use assets		56			38
		162,116			147,114
Total assets
	$	172,634		$	157,016
Current liabilities
Trade and other payables	$	6,883		$	3,145
Current portion of loans and borrowings (Note 6)		-			1,000
Lease payable		26			43
Fair value of commodity contracts (Note 2)		770			1,891
		7,679			6,079
Non-current liabilities
Loans and borrowings (Note 6)		15,855			15,866
Asset retirement obligations		1,617			1,398
Fair value of commodity contracts (Note 2)		99			585
Lease payable		27			-
		17,598			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,206			22,948
Deficit		(172,070	)		(185,920	)
Total equity		147,357			133,088
Total equity and liabilities	$	172,634		$	157,016

1

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Revenue
Oil and natural gas revenue, net of royalties (Note 9)	$	9,851	$	3,909	$	27,826	$	10,717
Other income		16		1		45		2
		9,867		3,910		27,871		10,719
Expenses
Production and operating expenses		1,216		742		3,487		2,209
Depletion and depreciation (Note 4)		1,860		874		5,086		2,679
General and administrative expenses		905		650		2,435		2,075
Share based compensation (Note 8)		75		-		232		-
Gain on forgiven loan		-		-		-		(303	)
		4,056		2,266		11,240		6,660
Finance income
Unrealized gain on financial commodity contracts (Note 2)		4,648		-		1,608		-
Interest income		-		-		3		-
		4,648		-		1,611		-
Finance expense
Realized loss on financial commodity contracts (Note 2)		856		780		3,646		1,722
Unrealized loss on financial commodity contracts (Note 2)		-		11		-		2,953
Interest on loans and borrowings		281		237		718		700
Accretion		8		6		20		19
Foreign exchange loss		15		2		8		3
		1,160		1,036		4,392		5,397
Net income (loss) and comprehensive income ( loss)	$	9,299	$	608	$	13,850	$	(1,338	)
Basic and diluted net income (loss) per share (Note 5)	$	0.26		0.03		0.39		(0.06	)

See accompanying notes to the condensed consolidated interim financial statements.

2

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, Expressed in Thousands of United States Dollars, except number of common shares)

	Number of common shares		Share capital		Contributed Surplus		Deficit			Total Equity
Balance at January 1, 2021		23,292,262	$	289,622	$	22,948	$	(256,922	)	$	55,648
Net loss for the period		-		-		-		(1,338	)		(1,338	)
Balance at September 30, 2021		23,292,262	$	289,622	$	22,948	$	(258,260	)	$	54,310
Balance at January 1, 2022		35,258,778	$	296,060	$	22,948	$	(185,920	)	$	133,088
Share based compensation (Note 8)		-		-		258		-			258
Rights offering		357,143		161							161
Net income for the period		-		-		-		13,850			13,850
Balance at September 30, 2022		35,615,921	$	296,221	$	23,206	$	(172,070	)	$	147,357

See accompanying notes to the condensed consolidated interim financial statements.

3

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30

(Unaudited, Expressed in Thousands of United States Dollars)

	2022			2021
Cash flows from operating activities
Net income (loss)	$	13,850		$	(1,338	)
Adjustments for:
Depletion and depreciation (Note 4)		5,086			2,679
Accretion		20			19
Unrealized loss (gain) on financial commodity contracts		(1,608	)		2,953
Share based compensation (Note 8)		232			-
Unrealized foreign exchange loss		14			-
Amortization of loan acquisition costs		74			89
Other non-cash income		(16	)		(303	)
Change in non-cash working capital (Note 3)		(1,708	)		392
Net cash from operating activities		15,944			4,491
Cash flows from investing activities
Additions to property, plant and equipment (Note 4)		(19,913	)		(137	)
Proceeds from sale of assets, net		124			-
Change in non-cash working capital (Note 3)		2,381			(1,749	)
Net cash used in investing activities		(17,408	)		(1,886	)
Cash flows from financing activities
Proceeds from equity offering, net		161			-
Proceeds from loans and borrowings		-			280
Repayment of long term debt		(1,085	)		(3,369	)
Lease payments		(49	)		(56	)
Net cash from financing activities		(973	)		(3,145	)
Foreign exchange effect on cash and cash equivalents		(1	)		-
Change in cash and cash  equivalents		(2,438	)		(540	)
Cash and cash equivalents, beginning of period		7,316			920
Cash and cash equivalents, end of period	$	4,878		$	380

See accompanying notes to the condensed consolidated interim financial statements.

4

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

These 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 in Note 3, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2021. 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 condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2021.

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation. See Note 7 for more information.

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on November 3, 2022.

2. FINANCIAL RISK MANAGEMENT

Credit Risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.

Commodity price risk

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

5

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

2. FINANCIAL RISK MANAGEMENT (continued)

At September 30, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity Contract	Period	(BBLS)		($/BBL)
Oil – WTI Swap	October 1, 2022 to December 31, 2022		6,000	$	102.05
Oil – WTI Swap	October 1, 2022 to December 31, 2022		12,000	$	103.30
Oil – WTI Swap	October 1, 2022 to December 31, 2022		30,000	$	57.05
Oil – WTI Swap	January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI Swap	January 3, 2023 to December 31, 2023		36,000	$	90.45
Oil – WTI Swap	June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI Swap	January 1, 2024 to May 31, 2024		40,000	$	62.77
Oil – WTI Costless Collar	January 2, 2024 to June 28, 2024		6,000	$	65.00 - $79.50
Oil – WTI Costless Collar	June 3, 2024 to June 28, 2024		8,000	$	60.00 - $78.15

The estimated fair value results in a $0.9 million liability as of September 30, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $0.8 million and a long term liability of $0.1 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million).

In October 2022, the Company entered into the following additional financial commodity contracts:

		Total Volume Hedged		Price
Commodity Contract	Period	(BBLS)		($/BBL)
Oil – WTI Costless Collars	January 3, 2023 to December 29, 2023		48,000	$	70.00 - $94.00
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		24,000	$	65.00 - $86.00
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		21,000	$	60.00 - $86.65
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		18,000	$	60.00 - $78.00

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

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Realized loss on financial commodity contracts	$	(856	)	$	(780	)	$	(3,646	)	$	(1,722	)
Unrealized gain (loss) on financial commodity contracts	$	4,648		$	(11	)	$	1,608		$	(2,953	)

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

6

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

2. FINANCIAL RISK MANAGEMENT (continued)

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

3. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash flow working capital is comprised of:

	Nine months ended September 30,
	2022			2021
Trade and other receivables	$	(2,234	)		(173	)
Deposits and prepaid expenses		(820	)		(99	)
Trade and other payables		3,738			(1,086	)
Foreign currency		(11	)		1
	$	673			(1,357	)
Related to operating activities	$	(1,708	)		392
Related to investing activities	$	2,381			(1,749	)

7

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

4. PROPERTY, PLANT AND EQUIPMENT

	Oil and Natural Gas Interests			Processing and Other Equipment			Total
Cost or deemed cost
Balance at January 1, 2021	$	125,490		$	1,379		$	126,869
Additions		806			-			806
Impairment reversal		70,820			-			70,820
Balance at December 31, 2021	$	197,116		$	1,379		$	198,495
Additions (a)		20,130			5			20,135
Disposals		(102	)		(6	)		(108	)
Balance at September 30, 2022	$	217,144		$	1,378		$	218,522
Accumulated depletion and depreciation
Balance at January 1, 2021	$	46,586		$	1,304		$	47,890
Depletion and depreciation for the period		3,509			20			3,529
Balance at December 31, 2021	$	50,095		$	1,324		$	51,419
Depletion and depreciation for the period		5,031			12			5,043
Balance at September 30, 2022	$	55,126		$	1,336		$	56,462
Net carrying amounts
At December 31, 2021	$	147,021		$	55		$	147,076
At September 30, 2022	$	162,018		$	42		$	162,060

(a) Includes non-cash additions of $26 from capitalized stock-based compensation and $199 from assets related to ARO liabilities.

There were no indicators of impairment at September 30, 2022.

5. EARNINGS PER SHARE

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Basic Earnings per share
Net income (loss)	$	9,299	$	608	$	13,850	$	(1,338	)
Weighted average number of common shares - basic		35,616		23,292		35,608		23,292
Net income (loss) per share – basic	$	0.26	$	0.03	$	0.39	$	(0.06	)
Diluted earnings per share
Net income (loss)	$	9,299	$	608	$	13,850	$	(1,338	)
Effect of outstanding options		373		(a)		301		(a)
Weighted average number of common shares - diluted		35,989		23,292		35,909		23,292
Net income (loss) per share – diluted	$	0.26	$	0.03	$	0.39	$	(0.06	)

(a) All options were anti-dilutive in 2021.

8

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

6. LOANS AND BORROWINGS

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has an initial borrowing base of $20.0 million and the Company has an available borrowing capacity of $3.8 million at September 30, 2022. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. In October 2022, the bank redetermined the credit facility and increased the borrowing base to $25 million. The next redetermination will be in the second quarter of 2023. 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 September 30, 2022. At September 30, 2022, the Current Ratio of the US Subsidiary was 2.1 to 1.0 and the Maximum Leverage Ratio was 0.8 to 1.0 for the three months ended September 30, 2022.

At September 30, 2022, loans and borrowings of $16.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.3 million (December 31, 2021: $0.1 million).

7. SHARE CAPITAL

On May 16, 2022, a share consolidation was completed on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. The common shares commenced trading on the Toronto Stock Exchange on a post-consolidation basis on the opening of trading May 19, 2022. The exercise price and the number of shares issuable under the Company’s outstanding stock options were proportionately adjusted upon the completion of the consolidation. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the financial statements have been retrospectively adjusted to reflect the share consolidation.

9

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

8. SHARE BASED COMPENSATION

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are generally granted at the market price of the shares at the date of grant, have a five year term and vest over two years.

The number and weighted average exercise prices of share options are as follows:

	Nine months ended September 30,
	2022				2021
	Number of options		Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at January 1		143,500		5.00		465,500			4.50
Granted		634,500		0.93
Expired/cancelled		-		-		(290,500	)		4.40
Outstanding at September 30		778,000		1.68		175,000			4.70
Exercisable at September 30		329,999		2.62		175,000			4.70

The range of exercise prices of the outstanding stock options is as follows:

Range of exercise prices	Number of outstanding stock options		Weighted average exercise price		Weighted average Contractual life (years)
$5.00 to $6.00		97,000	$	5.70		0.5
$1.80 to $4.90		121,500	$	2.51		3.3
$0.80		559,500	$	0.80		4.3
		778,000	$	1.68		3.6

Share based compensation was recorded as follows:

	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Expensed	$	75	$	-	$	232	$	-
Capitalized	$	4	$	-	$	26	$	-

10

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

9. REVENUES

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.

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

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Oil revenue	$	10,773		$	4,104		$	31,317		$	11,528
Natural gas revenue		1,020			320			2,161			842
NGL revenue		873			564			2,443			1,314
		12,666			4,988			35,921			13,684
Royalties		(2,815	)		(1,079	)		(8,095	)		(2,967	)
	$	9,851		$	3,909			27,826		$	10,717

11

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

10. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Three months ended September 30, 2022

	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	9,851		$	-		$	9,851
Other income		16			-			16
		9,867			-			9,867
Production and operating expenses		1,216			-			1,216
Depletion and depreciation		1,860			-			1,860
General and administrative expenses		699			206			905
Share based compensation		27			48			75
		3,802			254			4,056
Finance income		4,648			-			4,648
Finance expense		(1,145	)		(15	)		(1,160	)
Net income (loss)	$	9,568		$	(269	)	$	9,299
Total Assets	$	172,487		$	147		$	172,634
Capital expenditures	$	4,940		$	-		$	4,940

Nine months ended September 30, 2022

	United States			Canada			Total
Oil and natural gas revenues, net of royalties	$	27,826		$	-		$	27,826
Other income		51			(6	)		45
		27,877			(6	)		27,871
Production and operating expenses		3,487			-			3,487
Depletion and depreciation		5,086			-			5,086
General and administrative expenses		1,981			454			2,435
Share based compensation		161			71			232
		10,715			525			11,240
Finance income		1,608			3			1,611
Finance expense		(4,384	)		(8	)		(4,392	)
Net income (loss)	$	14,386		$	(536	)	$	13,850
Total Assets	$	172,487		$	147		$	172,634
Capital expenditures	$	19,913		$	-		$	19,913

12

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

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

10. SEGMENTED INFORMATION (continued)

Three months ended September 30, 2021

	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	3,909		$	-		$	3,909
Other income		1			-			1
		3,910			-			3,910
Production and operating expenses		742			-			742
Depletion and depreciation		874			-			874
General and administrative expenses		549			101			650
		2,165			101			2,266
Finance expense		(1,034	)		(2	)		(1,036	)
Net income (loss)	$	711		$	(103	)	$	608
Total Assets	$	79,275		$	98		$	79,373
Capital expenditures	$	137		$	-		$	137

Nine months ended September 30, 2021

	United States			Canada			Total
Oil and natural gas revenues, net of royalties	$	10,717		$	-		$	10,717
Other income		2			-			2
		10,719			-			10,719
Production and operating expenses		2,209			-			2,209
Depletion and depreciation		2,679			-			2,679
General and administrative expenses		1,710			365			2,075
Other income		(303	)		-			(303	)
		6,295			365			6,660
Finance expense		(5,394	)		(3	)		(5,397	)
Net income (loss)	$	(970	)	$	(368	)	$	(1,338	)
Total Assets	$	79,275		$	98		$	79,373
Capital expenditures	$	137		$	-		$	137

13

EX-99.15

Exhibit 99.15

MANAGEMENT’S DISCUSSION AND ANALYSIS

SEPTEMBER 30, 2022

Kolibri Global Energy Inc. | 1 | Third Quarter 2022

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 and nine months ended September 30, 2022, 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 and nine months ended September 30, 2022 and the audited consolidated financial statements and MD&A for the year ended December 31, 2021. 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.sedar.com and on the Company’s website at www.kolibrienergy.com.

This report is prepared as of November 3, 2022. 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, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

Operating Summary

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

Kolibri Global Energy Inc. | 2 | Third Quarter 2022

Results at a Glance
	Three Months ended				Nine Months ended
	September 30,				September 30,
	2022		2021		2022		2021
Financial (US $000 except per share)
Oil and gas gross revenues		12,666		4,988		35,921		13,684
Oil and gas net revenues		9,851		3,909		27,826		10,717
Net operating income(1)		8,635		3,168		24,339		8,510
Net income (loss)		9,299		608		13,850		(1,338	)
Basic and diluted net income (loss) per share		0.26		0.03		0.39		(0.06	)
Cash flow from operating activities		6,387		1,478		15,944		4,491
Adjusted EBITDA(2)		6,874		1,737		18,258		4,711
Additions to property, plant and equipment		4,940		47		19,913		137
Operating
Average production (Boepd)		1,702		960		1,563		991
Average price ($/BOE)		80.89		56.49		84.19		50.58
Netback from operations ($/BOE)(3)		55.16		35.87		57.05		31.45
Netback including commodity contracts ($/BOE)(3)		49.69		27.04		48.50		25.08

	30-Sep-22		30-Jun-22			31-Mar-22			31-Dec-21
Balance Sheet
Cash and cash equivalents		4,878		2,889			3,058			7,316
Total assets		172,634		169,193			160,882			157,016
Working capital (deficiency)		2,839		(2,030	)		(3,011	)		3,823
Total non-current liabilities		17,598		18,932			19,512			17,849

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

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

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

Highlights

The average production for the third quarter of 2022 was 1,702 BOEPD, an increase of 77% compared to third quarter 2021 production of 960 BOEPD. Average production for the nine months ended September 30, 2022 was 1,563 BOEPD, an increase of 58% from the average production of 991 BOEPD in the same period of 2021. These increases are due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022.

Gross revenues for the third quarter of 2022 increased by 154% compared to the third quarter of 2021. The increase was due to a 77% increase in production in the third quarter of 2022 compared to the third quarter of 2021 and a 43% increase in average prices in the third quarter of 2022. Gross revenues for the nine months ended September 30, 2022 increased by 163% compared to the same period in 2021. The increase was due to a 66% increase in average prices in the nine months ended September 30, 2022 and a 58% increase in production in the nine months ended September 30, 2022 compared to the same period in 2021.

Kolibri Global Energy Inc. | 3 | Third Quarter 2022

Adjusted EBITDA⁽¹⁾ was $6.9 million for the third quarter of 2022 compared to $1.7 million for the prior year third quarter, an increase of 306%. The increase was primarily due to an increase in average prices of 43% and an increase in production of 77%, partially offset by higher realized losses from commodity contracts in 2022. Adjusted EBITDA⁽¹⁾ was $18.2 million for the nine months ended September 30, 2022 compared to $4.7 million for the prior year period, an increase of 287%. The increase was primarily due to an increase in average prices of 66% and an increase in production of 58%, partially offset by higher realized losses from commodity contracts in 2022

Netback from operations⁽²⁾ increased to $55.16 per BOE in the third quarter of 2022 compared to $35.87 per BOE in the third quarter of 2021, an increase of 54%. Netback from operations⁽²⁾ increased to $57.05 per BOE in the nine months ended September 30, 2022 compared to $31.45 per BOE in the nine months ended September 30, 2021, an increase of 81%. Netback including commodity contracts⁽²⁾ for the third quarter of 2022 was $49.69 per BOE, an increase of 84% from the prior year third quarter. Netback including commodity contracts⁽²⁾ for the nine months ended September 30, 2022 was $48.50 per BOE, an increase of 93% from the prior year period. The 2022 increases compared to the same periods in the prior year were due to the increase in average prices.

Production and operating expenses per barrel averaged $7.77 per BOE in the third quarter of 2022 compared to $8.40 per BOE in the third quarter of 2021, a decrease of 8%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices. Production and operating expenses per barrel averaged $8.17 per BOE for both the first nine months of 2022 and 2021 as the decrease from increased production which reduced the per barrel fixed costs was offset by higher production taxes due to an increase in prices.

Net income in the third quarter of 2022 was $9.3 million, compared to a net income of $0.6 million in the third quarter of 2021. Net income in the first nine months of 2022 was $13.9 million, compared to a net loss of $1.3 million in the first nine months of 2021. The increases were due to higher production and higher average prices partially offset by higher realized losses on commodity contracts.

In May 2022, the Company completed a share consolidation on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the MD&A have been retrospectively adjusted to reflect the share consolidation.

In October 2022, the credit facility was redetermined and the borrowing base was increased from $20 million to $25 million. After the redetermination, the Company has $8.8 million of available borrowing capacity in October 2022.

(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 Company initiated a five-well drilling program at the beginning of 2022. The Barnes 7-3H well (98.07% working interest) well and the Barnes 8-4H well (98.07% working interest) started production in the second quarter of 2022. The Company finished drilling both the Brock 9-3H well (100% working interest) and the Emery 17-2H well (99% working interest) in October and expects to finish drilling the Glenn 16-3H well (100% working interest), which is the fifth well in the drilling program, by early November. The completion operations for the Emery 17-2H is expected to start in early November with the other two wells to be completed concurrently immediately after. Average production for the third quarter of 2022 was 1,702 BOEPD, an increase of 77% compared to third quarter 2021 production of 960 BOEPD. Average production for the nine months ended September 30, 2022 was 1,563 BOEPD, an increase of 58% from the average production of 991 BOEPD in the same period of 2021.

Kolibri Global Energy Inc. | 4 | Third Quarter 2022

DISCUSSION OF OPERATING RESULTS
Production and Revenue	Three months ended September 30						Nine months ended September 30
	2022		2021		%		2022		2021		%
Average oil production (BOPD)		1,252		641		95		1,137		671		69
Average natural gas production (MCFPD)		1,083		845		28		1,093		877		25
Average NGL production (BOEPD)		269		178		51		244		174		40
Average production (BOEPD)		1,702		960		77		1,563		991		58
Average oil price ($/bbl)		93.52		69.61		34		100.91		62.96		60
Average natural gas price ($/mcf)		10.24		4.12		149		7.24		3.52		106
Average NGL price ($/bbl)		35.33		34.36		3		36.63		27.61		33
Average price ($/BOE)		80.89		56.49		43		84.19		50.58		66
Oil revenue ($000)		10,773		4,105		162		31,318		11,528		172
Natural gas revenue ($000)		1,020		320		219		2,161		842		157
NGL revenue ($000)		873		564		55		2,443		1,314		86

Oil production for the third quarter of 2022 was 1,252 BOPD compared to 641 BOPD for the third quarter of 2021, an increase of 95%. Average oil production for the first nine months of 2022 was 1,137 BOPD compared to 671 BOPD for the same period in 2021, an increase of 69%. These increases are due to production from the Barnes 7-3H well and the Barnes 8-4H well. Oil revenue increased by 162% in the third quarter of 2022 versus the third quarter of 2021 due to an increase in oil prices of 34% and an increase in oil production of 95%. Oil revenue increased by 172% in the first nine months of 2022 versus the first nine months of 2021 due to an increase in oil prices of 60% and an increase in oil production of 69%.

For the third quarter of 2022, average natural gas production was 1,083 MCFPD compared to 845 MCFPD in the prior year third quarter, an increase of 28%. Average natural gas production for the first nine months of 2022 was 1,093 MCFPD compared to 877 MCFPD for the first nine months of 2021. These increases are due to production from the Barnes 7-3H well and the Barnes 8-4H well. Natural gas revenue increased by 219% in the third quarter of 2022 versus the third quarter of 2021 due to a 149% increase in natural gas prices and a 28% increase in natural gas production. Natural gas revenue increased by 157% in the first nine months of 2022 versus the first nine months of 2021 due to a 106% increase in natural gas prices and a 25% increase in natural gas production.

Natural gas liquids (NGL) production for the third quarter of 2022 increased to 269 BOEPD from 178 BOEPD in the third quarter of 2021, an increase of 51%. Average NGL production for the first nine months of 2022 increased to 244 BOEPD from 174 BOEPD for the same period in 2021, an increase of 40%. These increases are due to production from the Barnes 7-3H well and the Barnes 8-4H well. NGL revenue increased by 55% in the third quarter of 2022 compared to the prior year quarter due to an increase in NGL prices of 3% and an increase in NGL production of 51%. NGL revenue increased by 86% in the first nine months of 2022 compared to the first nine months of 2021 due to an increase in NGL prices of 33% and an increase in NGL production of 40%.

Average production was 1,702 BOEPD in the third quarter of 2022 compared to 960 BOEPD in the third quarter of 2021, an increase of 77%. Average production was 1,563 BOEPD in the first nine months of 2022 compared to 991 BOEPD in the first nine months of 2021, an increase of 58%. The increases are due to the factors discussed above. Gross revenue for the third quarter of 2022 increased by 154% compared to the third quarter of 2021. Gross revenues for the first nine months of 2022 increased by 163% compared to the first nine months of 2021. The increases are due to an increase in average prices and average production.

Kolibri Global Energy Inc. | 5 | Third Quarter 2022

Royalties, Operating Expenses and Netback
	Three months ended September 30									Nine months ended September 30
($/BOE)	2022			2021			%			2021			2021			%
Average price		80.89			56.49			43			84.19			50.58			66
Less: Royalties		17.96			12.22			47			18.97			10.96			73
Less: Operating expenses		7.77			8.40			(8	)		8.17			8.17			-
Netback from operations(1)		55.16			35.87			54			57.05			31.45			81
Price impact from commodity contracts(2)		(5.47	)		(8.83	)		38			(8.55	)		(6.37	)		34
Netback including commodity contracts(1)		49.69			27.04			84			48.50			25.08			93

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

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

The average price increase in the third quarter of 2022 was due to price increases in oil, gas and NGLs. Oil made up 74% of the production mix in the third quarter of 2022 compared to 67% of the production mix in the third quarter of 2021. The average price increase in the first nine months of 2022 was due to price increases in oil, gas and NGLs. Oil made up 73% of the production mix in the first nine months of 2022 compared to 68% of the production mix in the first nine months of 2021.

Royalties on Tishomingo production averaged approximately 22.2% for the third quarter of 2022 versus 21.6% in the third quarter of 2021. Royalties on Tishomingo production averaged approximately 22.5% for the first nine months of 2022 versus 21.7% in the first nine months of 2021. The differences in percentages in both periods are due to different royalty burdens on the leases drilled by the Company.

Major operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Operating expenses in the third quarter of 2022 were $1,216,000 compared to $742,000 in the third quarter of 2021. Operating expenses averaged $7.77 per BOE for the third quarter of 2022 compared to $8.40 per BOE for the same period in 2021. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices. Operating expenses averaged $8.17 per BOE for both the first nine months of 2022 and 2021.

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

Kolibri Global Energy Inc. | 6 | Third Quarter 2022

At September 30, 2022 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity Contracts	Period	(BBLS)		($/BBL)
Oil – WTI Swap	October 1, 2022 to December 31, 2022		6,000	$	102.05
Oil – WTI Swap	October 1, 2022 to December 31, 2022		12,000	$	103.30
Oil – WTI Swap	October 1, 2022 to December 31, 2022		30,000	$	57.05
Oil – WTI Swap	January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI Swap	January 3, 2023 to December 31, 2023		36,000	$	90.45
Oil – WTI Swap	June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI Swap	January 1, 2024 to May 31, 2024		40,000	$	62.77
Oil – WTI Costless Collar	January 2, 2024 to June 28, 2024		6,000	$	65.00 - $79.50
Oil – WTI Costless Collar	June 3, 2024 to June 28, 2024		8,000	$	60.00 - $78.15

The estimated fair value results in a $0.9 million liability as of September 30, 2022 (December 31, 2021: $2.5 million liability) 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 liability of $0.8 million and a long term liability of $0.1 million (December 31, 2021: current liability of $1.9 million and long term liability of $0.6 million).

In October 2022, the Company entered into the following additional financial commodity contracts:

		Total Volume Hedged		Price
Commodity Contracts	Period	(BBLS)		($/BBL)
Oil – WTI Costless Collars	January 3, 2023 to December 29, 2023		48,000	$	70.00 - $94.00
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		24,000	$	65.00 - $86.00
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		21,000	$	60.00 - $86.65
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		18,000	$	60.00 - $78.00

General and Administrative Expenses

General & administrative (G&A) expense for the third quarter of 2022 was $905,000 compared to $650,000 for the same period of 2021, an increase of 39%. G&A expense for the first nine months of 2022 was $2,435,000 compared to $2,075,000 for the same period of 2021, an increase of 17%. The increases are due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Depletion and Depreciation

Depletion and depreciation expense for the third quarter of 2022 was $1.9 million compared to $0.9 million in the same period of 2021. Depletion and depreciation expense for the first nine months of 2021 was $5.1 million compared to $2.7 million in the same period of 2021. The increase in both periods is due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021. Depletion and depreciation expense on a per barrel basis was $11.88 for the third quarter of 2022 compared to $9.89 for the third quarter of 2021. Depletion and depreciation expense on a per barrel basis was $11.92 for the first nine months of 2022 compared to $11.27 for the first nine months of 2021.

Kolibri Global Energy Inc. | 7 | Third Quarter 2022

Share based compensation

Share based compensation was $75,000 for the third quarter of 2022 and $232,000 for the first nine months of 2022. The share based compensation for both periods of 2022 was due to stock options awarded in January 2022. There was no share based compensation in 2021 as all outstanding stock options were fully expensed.

Interest on loans and borrowings

Interest on loans and borrowings increased from $237,000 for the third quarter of 2021 to $281,000 for the third quarter of 2022. Interest on loans and borrowings increased from $700,000 for the first nine months of 2021 to $718,000 for the first nine months of 2022. The increases were due to an increase in interest rates in 2022 partially offset by principal payments on the credit facility during 2021 and 2022 which reduced the outstanding loan balance.

Net income for the period

The Company had net income of $9,299,000 ($0.26 per basic share) for the third quarter of 2022 compared to net income of $608,000 ($0.03 per basic share) for the same period of 2021. The net income in 2022 compared to the net income in the same period in 2021 is due to an increase in revenue net of royalties of $5,942,000, realized and unrealized gains in financial commodity contracts in the third quarter of 2022 totaling $3,792,000 versus losses of $791,000 in the third quarter of 2021, partially offset by an increase in depletion, depreciation and accretion of $986,000, an increase in operating expenses of $474,000, an increase in G&A expense of $255,000, an increase in interest on long term debt of $44,000 and an increase in share based compensation of $75,000.

The Company had net income of $13,850,000 ($0.39 per basic share) for the first nine months of 2022 compared to net loss of $1,338,000 ($0.06 per share) for the same period of 2021. The net income in the first nine months of 2022 compared to the net loss in the same period in 2021 is due to an increase in revenue net of royalties of $17,109,000, and realized and unrealized losses in financial commodity contracts in the first nine months of 2022 totaling $2,038,000 versus losses of $4,675,000 in the first nine months of 2021, partially offset by an increase in depletion, depreciation and accretion of $2,407,000, an increase in operating expenses of $1,278,000 an increase in G&A expense of $360,000, a decrease in other income of $303,000, and an increase in share based compensation of $232,000.

Cash from operating activities

Cash flows from operating activities for the third quarter of 2022 was $6,387,000 compared to cash flows from operating activities of $1,478,000 for the same period in 2021. Cash flows from operating activities for the first nine months of 2022 was $15,944,000 compared to cash flows from operating activities of $4,491,000 for the same period in 2021. The increase is primarily due to the same reasons described above for the increase in net income.

Use of Proceeds

The total net proceeds of the rights offering completed on January 4, 2022 were approximately $8.6 million. The Company used the net proceeds of the rights offering as outlined in the rights offering circular for the drilling and completion of wells. The table below provides a breakdown of the intended use, the amounts used to date and any variance.

Kolibri Global Energy Inc. | 8 | Third Quarter 2022

Use of total net proceeds from rights offering as at September 30, 2022:

Intended use of proceeds	Allocation		Incurred as at September 30, 2022		Variance
Drilling and completion of well(s)	$	8,600,000	$	8,600,000	$Nil

CAPITAL EXPENDITURES

Capital expenditures for the first nine months of 2022 were for the Barnes 7-3H well (operated, KEI 98% working interest), the Barnes 8-4H well (operated, KEI 98% working interest), the Glenn 16-3H (operated, KEI 100% working interest) the Emery 17-2H operated, KEI 99% working interest) and the Brock 9-3H (operated, KEI 100% working interest), all in the Tishomingo field located in Oklahoma.

($000)
	2022		2021
Additions to oil and gas properties	$	19,913	$	137
	$	19,913	$	137

LIQUIDITY AND CAPITAL RESOURCES
($000, except shares)
	At September 30, 2022		At December 31, 2021
Working Capital (US$)	$	2,839	$	3,823
Loans and Borrowings (US$)	$	16,158	$	17,033
Shares Outstanding, end of period		35,615,921		35,258,778
Market Price per share, end of period (in Canadian $)	$	1.95	$	0.80
Market Value of Shares (in Canadian $)	$	69,449	$	28,207

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has an initial borrowing base of $20.0 million and the Company has an available borrowing capacity of $3.8 million at September 30, 2022. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. In October 2022, the bank redetermined the credit facility and increased the borrowing base to $25 million. The next redetermination will be in the second quarter of 2023. 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. | 9 | Third Quarter 2022

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 September 30, 2022. At September 30, 2022, the Current Ratio of the US Subsidiary was 2.1 to 1.0 and the Maximum Leverage Ratio was 0.8 to 1.0 for the three months ended September 30, 2022.

At September 30, 2022 loans and borrowings of $16.2 million (December 31, 2021: $17.0 million) are presented net of loan acquisition costs of $0.3 million (December 31, 2021: $0.1 million).

At September 30, 2022, the Company had working capital of $2.8 million compared to $3.8 million at December 31, 2021. The Company has a planned five well drilling program for 2022 and 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.

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

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at September 30, 2022:

($000s)	Carrying amount			2022			2023			2024			Thereafter
Liabilities
Fair value of commodity contracts	$	(869	)	$	(197	)	$	(512	)	$	(160	)		-
Loans and borrowings*	$	(15,855	)		-			-			-		$	(15,855	)
Trade and other payables	$	(6,883	)	$	(6,883	)		-			-			-
	$	(23,607	)	$	(7,080	)	$	(512	)	$	(160	)	$	(15,855	)

* The Credit Facility provides for interest only payments until the September 2026 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the September 2026 maturity date. See “Liquidity and Capital Resources” and “Principal Business Risks” for discussion of events that would require early repayment of the Credit Facility.

Kolibri Global Energy Inc. | 10 | Third Quarter 2022

QUARTERLY SUMMARY

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

	2022						2021								2020
($000, except as noted)	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
Daily Production
Oil (BOPD)		1,252		1,439		714		638		641		674		697		735
Natural gas (MCFPD)		1,083		1,271		922		825		845		889		898		924
NGLs (BOEPD)		269		277		186		155		178		172		173		193
Average production (BOEPD)		1,702		1,928		1,054		931		960		994		1,020		1,082

	2022						2021								2020
($000, except as noted)	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
Average Price
Oil ($/bbl)		93.52		109.74		96.17		75.80		69.61		63.77		55.92		40.42
Natural gas ($/mcf)		10.24		6.48		4.71		5.49		4.12		2.86		3.60		2.52
NGL ($/bbl)		35.33		40.82		32.25		40.56		34.36		23.96		24.15		14.39
Average price ($/bbl)		80.89		92.02		74.97		63.56		56.49		49.97		45.48		32.19

	2022									2021												2020
($000, except as noted)	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
Netback(1)
Average price ($/BOE)		80.89			92.02			74.97			63.56			56.49			49.97			45.48			32.19
Royalties		17.96			21.19			16.50			13.89			12.22			10.86			9.86			6.97
Operating expenses		7.77			7.77			9.56			8.79			8.40			8.81			7.30			6.84
Netback from operations(1)		55.16			63.06			48.91			40.88			35.87			30.30			28.32			18.38
Price adjustment from commodity contracts		(5.47	)		(9.40	)		(12.03	)		(11.89	)		(8.83	)		(6.81	)		(3.55	)		7.02
Netback including commodity contracts(1)		49.69			53.66			36.88			28.99			27.04			23.49			24.77			25.40

Kolibri Global Energy Inc. | 11 | Third Quarter 2022

	2022						2021								2020
($000, except as noted)	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
Net operating income(2)
Oil and gas revenue		12,666		16,114		7,111		5,444		4,989		4,520		4,176		3,204
Royalties		2,813		3,717		1,564		1,190		1,079		981		907		694
Operating expenses		1,216		1,364		907		753		742		797		670		681
		8,637		11,063		4,640		3,501		3,168		2,742		2,599		1,829

	2022							2021										2020
($000, except as noted)	Q3		Q2		Q1			Q4		Q3		Q2			Q1			Q4
Net income (loss)		9,299		7,007		(2,456	)		71,002		608		(1,418	)		(528	)		(1,078	)
Basic and fully diluted income (loss) ($/share)		0.26		0.01		0.01			0.30		0.00		(0.01	)		0.00			0.00
Adjusted EBITDA(3)		6,874		8,572		2,812			1,861		1,737		1,464			1,510			1,751
Cash flow from operating activities		6,387		8,314		1,243			1,812		1,529		1,649			1,364			1,460
Bank debt		15,855		15,907		16,143			16,866		17,446		18,451			19,808			20,749
Total assets		172,634		169,193		160,882			157,016		79,373		79,984			81,251			82,184

(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.

Kolibri Global Energy Inc. | 12 | Third Quarter 2022

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the COVID 19 pandemic and the current conflict between Russia and Ukraine

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells

● PP&E impairment reversal in the fourth quarter of 2021

● Production increases from new wells that begin producing

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 consolidated 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 consolidated 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 and the related cash flows – 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 and the related cash flows 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 and the related cash flows from the Company’s interest in oil and gas properties

● 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 oil and gas assets is determined based on total proved and probable oil and gas reserve volumes and includes 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 and the related cash flows are subject to measurement uncertainty. Accordingly, the impact to the consolidated financial statements in future periods could be material.

Asset retirement obligations

The provisions 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.

Kolibri Global Energy Inc. | 13 | Third Quarter 2022

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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 flow from operations 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 flow 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.

OUTSTANDING SHARE DATA

There were 35,615,921, 35,615,921 and 35,258,778 common shares outstanding as of November 3, 2022, September 30, 2022 and December 31, 2021, respectively. The Company had 778,000, 778,000 and 143,500 stock options outstanding as of November 3, 2022, September 30, 2022 and December 31, 2021, respectively.

Kolibri Global Energy Inc. | 14 | Third Quarter 2022

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

● securing markets for existing and future production

● commodity price fluctuations due to market forces including the impact of COVID-19

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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, 2022. 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.sedar.com.

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● reviewing proposed changes in applicable government regulations and laws to assess the impact on the Company’s operations

Kolibri Global Energy Inc. | 15 | Third Quarter 2022

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.

The DC&P have been designed to provide reasonable assurance that material information relating to KEI is made known to the CEO and CFO by others and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by KEI under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company’s CEO and CFO have concluded, based on their evaluation that the Company’s DC&P and ICOFR are effective at September 30, 2022 to provide reasonable assurance that material information related to the Company is made known to them by others within the Company.

The CEO and CFO are required to cause the Company to disclose any change in the Company’s ICOFR and DC&P that occurred during the most recent interim period that has materially affected, or is reasonably likely to materially affect, the Company’s ICOFR. No changes in ICOFR and DC&P were identified during such period that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR during the quarter ended September 30, 2022.

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 flow from operations and potentially its available borrowing capacity under its credit facility.

NON-GAAP MEASURES

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 IFRS 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.

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 flow 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 and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.

Kolibri Global Energy Inc. | 16 | Third Quarter 2022

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

(US $000)	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income (loss)		9,299			608			13,850			(1,338	)
Adjustments:
Finance income		(4,648	)		-			(1,611	)		-
Finance expense		1,160			1,036			4,392			5,397
Stock based compensation		75			-			232			-
General and administrative expenses		905			650			2,435			2,075
Depletion, depreciation and amortization		1,860			874			5,086			2,679
Impairment of PP&E		-			-			-			-
Other income		(16	)		(1	)		(45	)		(303	)
Operating netback		8,635			3,168			24,339			8,510
Netback from operations per BOE		55.16			35.87			57.05			31.45

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 September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Oil and gas revenue, net of royalties		9,851		3,909		27,826		10,717
Operating expenses		1,216		742		3,487		2,209
Net operating income		8,635		3,167		24,339		8,508

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:

Kolibri Global Energy Inc. | 17 | Third Quarter 2022

(US $000)	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income (loss)		9,299			608			13,850			(1,338	)
Depletion and depreciation		1,860			874			5,086			2,679
Accretion		8			6			20			19
Interest expense		281			237			718			700
Unrealized (gain) loss on commodity contracts		(4,648	)		11			(1,608	)		2,953
Share based compensation		75			-			232			-
Interest income		-			-			(3	)		-
Other income		(16	)		(1	)		(45	)		(305	)
Foreign currency (gain) loss		15			2			8			3
Adjusted EBITDA		6,874			1,737			18,258			4,711

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.

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 flow from operations 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.

Kolibri Global Energy Inc. | 18 | Third Quarter 2022

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 flow from operations will be sufficient to finance the Company’s cash requirements through 2022, 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.sedar.com.

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 | Third Quarter 2022

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Evan Templeton1,3	BOK Financial
Director	Tulsa, OK
Wolf Regener 4
Director, President and Chief Executive Officer
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 222, 925 Broadbeck Drive
Trading Symbol: KEI	Thousand Oaks, CA, USA 91320
(Over the Counter OTC) QX	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc. | 20 | Third Quarter 2022

EX-99.16

Exhibit 99.16

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2022.

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

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

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

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

A.	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
	I.	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	II.	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
B.	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 4, 2022

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.17

Exhibit 99.17

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Kolibri Global Energy Inc. (the “issuer”) for the interim period ended September 30, 2022.

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

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

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

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

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

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

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

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 4, 2022

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.18

Exhibit 99.18 

 

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

MARCH 31, 2023

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF FINANCIAL POSITION

(Unaudited, expressed in Thousands of United States Dollars)

	March 31,			December 31,
	2023			2022
Current assets
Cash and cash equivalents	$	3,771		$	1,037
Trade and other receivables		5,536			5,773
Deposits and prepaid expenses		774			670
		10,081			7,480
Non-current assets
Property, plant and equipment (Note 4)		176,727			176,554
Right of use assets (Note 5)		1,215			48
		177,942			176,602
Total assets	$	188,023		$	184,082
Current liabilities
Trade and other payables	$	8,642		$	12,596
Lease payable		742			32
Fair value of commodity contracts (Note 2)		584			1,421
		9,968			14,049
Non-current liabilities
Loans and borrowings (Note 7)		17,819			17,799
Asset retirement obligations		1,589			1,425
Lease payable		488			17
Fair value of commodity contracts (Note 2)		41			594
		19,937			19,835
Equity
Share capital		296,227			296,221
Contributed surplus		23,272			23,254
Deficit		(161,381	)		(169,277	)
Total equity		158,118			150,198
Total equity and liabilities	$	188,023		$	184,082

See accompanying notes to condensed consolidated interim financial statements.

1

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31

(Unaudited, expressed in Thousands of United States Dollars)

	2023		2022
Revenue
Oil and natural gas revenue, net of royalties (Note 9)	$	14,293	$	5,547
Other income		1		1
		14,294		5,548
Expenses
Production and operating expenses		1,553		907
Depletion and depreciation (Note 4,5)		4,338		1,139
General and administrative expenses		930		686
Share based compensation (Note 8)		18		125
		6,839		2,857
Finance income
Unrealized gain on financial commodity contracts (Note 2)		1,390		-
Interest income		-		2
Foreign exchange gain		-		10
		1,390		12
Finance expense
Realized loss on financial commodity contracts (Note 2)		414		1,142
Unrealized loss on financial commodity contracts (Note 2)		-		3,786
Interest on loans and borrowings		485		225
Foreign exchange loss		5		-
Accretion expense		45		6
		949		5,159
Net income (loss) and comprehensive income (loss)	$	7,896	$	(2,456	)
Basic and diluted net income (loss) per share (Note 6)	$	0.22	$	(0.07	)

See accompanying notes to condensed consolidated interim financial statements.

2

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited, expressed in Thousands of United States dollars)

	Number of common shares		Share capital		Contributed surplus			Deficit			Total equity
Balance at January 1, 2022		35,258,767	$	296,060	$	22,948		$	(185,920	)	$	133,088
Share based compensation (Note 8)		-		-		141			-			141
Rights offering		357,142		161		-			-			161
Net loss for the period		-		-		-			(2,456	)		(2,456	)
Balance at March 31, 2022		35,615,909	$	296,221	$	23,089		$	(188,376	)	$	130,934
Balance at January 1, 2023		35,615,921	$	296,221	$	23,254		$	(169,277	)	$	150,198
Share based compensation (Note 8)		-		-		20			-			20
Stock options exercised (Note 8)		5,000		6		(2	)		-			4
Net income for the period		-		-		-			7,896			7,896
Balance at March 31, 2023		35,620,921	$	296,227	$	23,272		$	(161,381	)	$	158,118

See accompanying notes to condensed consolidated interim financial statements.

3

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31

(Unaudited, expressed in Thousands of United States Dollars)

	2023			2022
Cash flows from operating activities
Net income (loss)	$	7,896		$	(2,456	)
Adjustments for:
Depletion and depreciation		4,338			1,139
Accretion expense		45			6
Unrealized (gain) loss on financial commodity contracts		(1,390	)		3,786
Share based compensation (Note 8)		18			125
Unrealized foreign exchange loss		-			(3	)
Amortization of loan acquisition costs		25			27
Change in non-cash working capital (Note 3)		2,097			(1,381	)
Net cash from operating activities		13,029			1,243
Cash flows from investing activities
Additions to property, plant and equipment (Note 4,5)		(4,188	)		(7,401	)
Change in non-cash working capital (Note 3)		(5,918	)		2,505
Net cash used in investing activities		(10,106	)		(4,896	)
Cash flows from financing activities
Repayment of loans and borrowings		(3,000	)		(750	)
Proceeds from equity offering, net		-			161
Proceeds from loans and borrowings		2,995			-
Lease payments		(190	)		(19	)
Proceeds from stock option exercises		6			-
Net cash used in financing activities		(189	)		(608	)
Foreign exchange effect on cash and cash equivalents		-			3
Change in cash and cash equivalents		2,734			(4,258	)
Cash and cash equivalents, beginning of period		1,037			7,316
Cash and cash equivalents, end of period	$	3,771		$	3,058

See accompanying notes to condensed consolidated interim financial statements.

4

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

These 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 in Note 2, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2022. 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 condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2022.

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on May 4, 2023.

2. FINANCIAL RISK MANAGEMENT

Credit risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.

Commodity price risk

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

5

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

At March 31, 2023, the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil – WTI Swap		April 1, 2023 to May 31, 2023		18,000		$56.02
Oil – WTI Swap		April 1, 2023 to December 29, 2023		27,000		$90.45
Oil – WTI Costless Collars		April 1, 2023 to December 29, 2023		36,000		$70.00 - $94.00
Oil – WTI Swap		June 1, 2023 to December 31, 2023		63,000		$64.90
Oil – WTI Swap		January 1, 2024 to May 31, 2024		40,000		$62.77
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		6,000		$65.00 - $79.50
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		24,000		$65.00 - $86.00
Oil – WTI Costless Collars		June 3, 2024 to June 28, 2024		8,000		$60.00 - $78.15
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		21,000		$60.00 - $86.65
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		18,000		$60.00 - $78.00
Oil – WTI Costless Collars		October 1, 2024 to December 31, 2024		39,000		$60.00 - $82.50

The estimated fair value results in a $0.6 million liability as of March 31, 2023 (December 31, 2022: $2.0 million liability) 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 liability of $0.6 million and a long term liability of $- (December 31, 2022: current liability of $1.4 million and long term liability of $0.6 million).

In April 2023, the Company entered into the following additional financial commodity contracts:

Commodity	Period		Total Volume Hedged (BBLS/MMBTU)		Price ($/BBL or $/MMBTU)
Oil – WTI Costless Collars		January 2, 2025 to March 31, 2025		36,000	$60.00 - $77.00

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

($000s)		Three months ended March 31,
		2023		2022
Realized loss on financial commodity contracts	$	(414	)	(1,142	)
Unrealized gain (loss) on financial commodity contracts	$	1,390		(3,786	)

6

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

3. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash flow working capital is comprised of:

	Three months ended March 31,
	2023			2022
Trade and other receivables	$	237		$	(1,869	)
Deposits and prepaid expenses		(104	)		88
Trade and other payables		(3,954	)		2,904
Foreign currency		-			1
	$	(3,821	)	$	1,124
Related to operating activities	$	2,097		$	(1,381	)
Related to investing activities	$	(5,918	)	$	2,505

4. PROPERTY, PLANT AND EQUIPMENT

	Oil and Natural Gas Interests			Processing and Other Equipment			Total
Cost
Balance at January 1, 2022	$	197,116		$	1,379		$	198,495
Additions		37,112			5			37,117
Disposals		(102	)		(6	)		(108	)
Balance at December 31, 2022	$	234,126		$	1,378		$	235,504
Additions		4,293			43			4,336
Balance at March 31, 2023	$	238,419		$	1,421		$	239,840
Accumulated depletion and depreciation
Balance at January 1, 2022	$	50,095		$	1,324		$	51,419
Depletion and depreciation for the period		7,515			16			7,531
Balance at December 31, 2022	$	57,610		$	1,340		$	58,950
Depletion and depreciation for the period		4,157			6			4,163
Balance at March 31, 2023	$	61,767		$	1,346		$	63,113
Net carrying amounts
At December 31, 2022	$	176,516		$	38		$	176,554
At March 31, 2023	$	176,652		$	75		$	176,727

7

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

5. LEASES AND RIGHT OF USE ASSETS

	Right of Use Assets
Balance at January 1, 2022	$	38
Additions		61
Depreciation		(51	)
Balance at December 31, 2022		48
Additions		1,342
Depreciation		(175	)
Balance at March 31, 2023	$	1,215

The amount of interest accretion recorded in the statement of operations totaled $28 and $1 for the quarters ended March 31, 2023 and 2022, respectively.

6. EARNINGS PER SHARE

	Three months ended March 31,
	2023		2022
Basic earnings per share
Net income (loss)	$	7,896	$	(2,456	)
Weighted average number of common shares (basic)		35,620		35,592
Net income (loss) per share – basic	$	0.22	$	(0.07	)
Diluted earnings per share
Net income (loss)	$	7,896	$	(2,456	)
Effect of outstanding options and future service		582		(a)
Weighted average number of common shares - diluted		36,202		35,592
Net loss per share – diluted	$	0.22	$	(0.07	)

(a) All the options and warrants were anti-dilutive as the Company incurred a net loss.

8

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

7. LOANS AND BORROWINGS

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The credit facility has a borrowing base of $25.0 million and the Company has an available borrowing capacity of $6.8 million at March 31, 2023. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2023. 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, share 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, 2023. At March 31, 2023, the Current Ratio of the US Subsidiary was 1.85 to 1.0 and the Maximum Leverage Ratio was 0.61 to 1.0 for the three months ended March 31, 2023. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

At March 31, 2023, loans and borrowings of $18.2 million (December 31, 2022: $18.2 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).

8. STOCK OPTIONS

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five year term and generally vest over two years.

9

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

The number and weighted average exercise prices of share options are as follows:

	Three months ended March 31, 2023					Three months ended March 31, 2022
	Number of options			Weighted average exercise price		Number of options		Weighted average exercise price
Outstanding at January 1		776,000		$	1.67		143,500	$	5.00
Granted		-			-		559,500		0.80
Expired/cancelled		(11,500	)		4.90		-		-
Exercised		(5,000	)		0.80
Outstanding at March 31		759,500		$	1.63		703,000	$	1.70
Exercisable at March 31		523,001		$	1.90		330,000	$	2.60

The range of exercise prices for the outstanding options is as follows:

	Number of outstanding stock options		Weighted average exercise price		Weighted average contractual life (years)
$5.00 to $6.00		97,000	$	5.70		0.1
$1.80 to $4.90		108,000	$	2.23		3.2
$0.80 to $1.80		554,500	$	0.80		3.8
		759,500	$	1.63		3.2

Share based compensation was recorded as follows:

	Three months ended March 31,
	2023		2022
Expensed	$	18	$	125
Capitalized	$	2	$	16

9. REVENUES

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

10

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.

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

	Three months ended March 31,
	2023			2022
Oil revenue	$	16,278		$	6,179
Natural gas revenue		815			391
NGL revenue		981			541
	$	18,074		$	7,111
Royalties		(3,781	)		(1,564	)
		14,293			5,547

11

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

10. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Three months ended March 31, 2023
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	14,293		$	-		$	14,293
Other income		1			-			1
		14,294			-			14,294
Production and operating expenses		1,553			-			1,553
Depletion and depreciation		4,338			-			4,338
General and administrative expenses		785			145			930
Stock based compensation		9			9			18
		6,685			154			6,839
Finance income		1,390			-			1,390
Finance expense		(944	)		(5	)		(949	)
Net income (loss)		8,055			(159	)		7,896
Assets	$	187,862		$	161		$	188,023
Capital expenditures	$	4,188		$	-		$	4,188

12

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023 and 2022

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

10. SEGMENTED INFORMATION (continued)

Three months ended March 31, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	5,547		$	-		$	5,547
Other income		1			-			1
		5,548			-			5,548
Production and operating expenses		907			-			907
Depletion and depreciation		1,139			-			1,139
General and administrative expenses		566			120			686
Stock based compensation		107			18			125
		2,719			138			2,857
Finance income		-			12			12
Finance expense		(5,159	)		-			(5,159	)
Net loss		(2,330	)		(126	)		(2,456	)
Assets	$	160,400		$	482		$	160,882
Capital expenditures	$	7,401		$	-		$	7,401

13

EX-99.19

Exhibit 99.19

MANAGEMENT’S DISCUSSION AND ANALYSIS

MARCH 31, 2023

Kolibri Global Energy Inc. | 1 | First Quarter 2023

 

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, 2023, 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, 2023 and the audited consolidated financial statements and MD&A for the year ended December 31, 2022. 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.sedar.com 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 IFRS 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 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 4, 2023. 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 an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

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 2023

OVERVIEW

Results at a Glance

	Three Months ended
	March 31,
	2023		2022
Financial (US $000 except per share)
Oil and gas gross revenues		18,074		7,111
Oil and gas revenues, net of royalties		14,293		5,547
Net operating income(1)		12,740		4,640
Net income (loss)		7,896		(2,456	)
Basic and diluted net income (loss) per share		0.22		(0.07	)
Cash flows from operating activities		13,029		1,243
Adjusted EBITDA(2)		11,396		2,812
Additions to property, plant and equipment		4,188		7,401
Operating
Average production (Boepd)		3,194		1,054
Average price ($/BOE)		62.87		74.97
Netback from operations ($/BOE)(3)		43.67		48.91
Netback including commodity contracts ($/BOE)(3)		42.23		36.88

	March 31,		December 31,
	2023		2022
Balance Sheet
Cash and cash equivalents		3,771		1,037
Total assets		188,023		184,082
Working capital (deficiency)		113		(6,569	)
Total non-current liabilities		19,937		19,835

(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 2023 was 3,194 BOEPD, an increase of 203% compared to first quarter 2022 production of 1,054 BOEPD. The increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well which started production during the first half of 2022, and the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end 2022.

Kolibri Global Energy Inc. | 3 | First Quarter 2023

Adjusted EBITDA⁽¹⁾ was $11.4 million for the first quarter of 2023 compared to $2.8 million for 2022, an increase of 305%. The increase was due to the increase in production of 203% partially offset by a 16% decrease in average prices.

Gross revenues for the first quarter of 2023 increased by 154% compared to the first quarter of 2022. The increase was due to the increase in production of 203% partially offset by a 16% decrease in average prices.

Net income in the first quarter of 2023 was $7.9 million, compared to a net loss of $2.5 million in the same period of 2022. The increase was due to higher production partially offset by lower average prices. In addition, the Company had an unrealized gain on commodity contracts in the first quarter of 2023 compared to an unrealized loss in the first quarter of 2022.

Netback from operations⁽²⁾ decreased to $43.67 per BOE in the first quarter of 2023 compared to $48.91 per BOE in in the same period of 2022, a decrease of 11% due to lower average prices. Netback including commodity contracts⁽²⁾ for the first quarter of 2023 was $42.23 per BOE compared to $36.88 in 2022, an increase of 15% from the prior year period. The increase compared to the prior year was due to lower realized losses from commodity contracts in the first quarter of 2023 compared to the first quarter of 2022.

Production and operating expense per barrel averaged $6.04 per BOE in the first quarter of 2023 compared to $9.56 per BOE in the first quarter of 2022, a decrease of 37%. The decrease was due to lower production taxes and increased production which reduced the per barrel fixed costs.

At March 31, 2023, the Company had $6.8 million of available borrowing capacity on the credit facility. The Company is currently awaiting its next redetermination from the bank which is expected to occur in the second quarter of 2023.

(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 2023 was 3,194 BOEPD, an increase of 203% compared to first quarter 2022 production of 1,054 BOEPD. The increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well which started production during the first half of 2022, and the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end 2022.

The Company has started the first three wells in its 2023 drilling program. As of the end of April 2023, both the Barnes 8-2H (98% working interest) and the Barnes 8-3H (98% working interest) have been drilled and cased and the Barnes 8-1H (98% working interest) is currently being drilled. We expect to begin fracture stimulation operations in late May 2023 with production expected to begin in June 2023.

Kolibri Global Energy Inc. | 4 | First Quarter 2023

DISCUSSION OF OPERATING RESULTS

Production and Revenue

	Three months ended March 31
	2023		2022		%
Average oil production (Bopd)		2,431		714		240
Average natural gas production (mcf/d)		2,138		922		132
Average NGL production (Boepd)		407		186		119
Average production (Boepd)		3,194		1,054		203
Average oil price ($/bbl)		74.40		96.17		(23	)
Average natural gas price ($/mcf)		4.24		4.71		(10	)
Average NGL price ($/bbl)		26.77		32.25		(17	)
Average price ($/BOE)		62.87		74.97		(16	)
Oil revenue ($000)		16,278		6,179		163
Natural gas revenue ($000)		815		391		108
NGL revenue ($000)		981		541		81

Oil production for the first quarter of 2023 was 2,431 BOPD compared to 714 BOPD for the same period of 2022, an increase of 240%. The production increase is due to the additional production from the five wells in the 2022 drilling program. Oil revenue increased by 163% in the first quarter of 2023 versus the same period of 2022 due to the production increase, partially offset by a decrease in oil prices of 23%.

For the first quarter of 2023, average natural gas production was 2,138 MCFPD compared to 922 MCFPD for the same period of 2022, an increase of 132%. The increase in the first quarter of 2023 is due to the additional production from the five wells in the 2022 drilling program. Natural gas revenue increased by 108% in the first quarter of 2023 versus the same period in 2022 due to the production increase partially offset by a decrease in natural gas prices of 10%.

Natural gas liquids (NGL) production in the first quarter of 2023 increased to 407 BOEPD from 186 BOEPD in the same period of 2022, an increase of 119%. NGL revenue increased by 81% in the first quarter of 2023 compared to the same period in 2022 due to the production increase partially offset by a decrease in NGL prices of 17%.

Average production on a per BOE basis was 3,194 BOEPD in the first quarter of 2023 compared to 1,054 BOEPD in the same period of 2022, an increase of 203%. The increase is due to the factors discussed above. Gross revenue for the first quarter of 2023 increased by 154% compared to the first quarter of 2022 due to an increase in production partially offset by a decrease in average prices.

Kolibri Global Energy Inc. | 5 | First Quarter 2023

Royalties, Operating Expenses and Netback

	Three months ended
	March 31,
($/BOE)	2023			2022			%
Average price		62.87			74.97			(16	)
Less: Royalties		13.16			16.50			(20	)
Less: Operating expenses(3)		6.04			9.56			(37	)
Netback from operations(1)		43.67			48.91			(11	)
Price adjustment from commodity contracts(2)		(1.44	)		(12.03	)		(88	)
Netback including commodity contracts(1)		42.23			36.88			15

(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 in the first quarter of 2023 include $182,625 of compressor costs that are accounted for as a lease under IFRS 16 as of January 1, 2023.

Average prices decreased by 16% in the first quarter of 2023, compared to the same period in the prior year, due to the price decreases in oil, gas and NGLs discussed above. Oil made up 76% of the production mix in the first quarter of 2023 compared to 68% for the same period in 2022.

Royalties on Tishomingo production averaged approximately 20.9% for the first quarter of 2023 versus 22.0% in the first quarter of 2022. The percentages 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 $6.04 per BOE for the first quarter of 2023 compared to $9.56 per BOE for the same period in 2022. The decrease was due to increased production which reduced the fixed per barrel costs and lower production taxes due to a decrease in prices.

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

At March 31, 2023 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil – WTI Swap	April 1, 2023 to May 31, 2023		18,000		$56.02
Oil – WTI Swap	April 1, 2023 to December 29, 2023		27,000		$90.45
Oil – WTI Costless Collars	April 1, 2023 to December 29, 2023		36,000		$70.00 - $94.00
Oil – WTI Swap	June 1, 2023 to December 31, 2023		63,000		$64.90
Oil – WTI Swap	January 1, 2024 to May 31, 2024		40,000		$62.77
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		6,000		$65.00 - $79.50
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		24,000		$65.00 - $86.00
Oil – WTI Costless Collars	June 3, 2024 to June 28, 2024		8,000		$60.00 - $78.15
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		21,000		$60.00 - $86.65
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		18,000		$60.00 - $78.00
Oil – WTI Costless Collars	October 1, 2024 to December 31, 2024		39,000		$60.00 - $82.50

The estimated fair value results in a $0.6 million liability as of March 31, 2023 (December 31, 2022: $2.0 million liability) 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 liability of $0.6 million (December 31, 2022: current liability of $1.4 million and a long term liability of $0.6 million).

Kolibri Global Energy Inc. | 6 | First Quarter 2023

In April 2023, the Company entered into the following additional financial commodity contracts:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil – WTI Costless Collars	January 2, 2025 to March 31, 2025		36,000		$60.00 - $77.00

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

($000s)	Three months ended March 31,
	2023			2022
Realized loss on financial commodity contracts		(414	)		(1,142	)
Unrealized gain (loss) on financial commodity contracts		1,390			(3,786	)

Production and Operating Expenses

Production and operating expenses for the first quarter of 2023 was $1.6 million compared to $0.9 million for the same period of 2022, an increase of 77%. The increase is due to the increase in production of 203% partially offset by lower production taxes and compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the first quarter of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $1.7 million for the first quarter of 2023.

General and Administrative Expenses

G&A expense for the first quarter of 2023 was $0.9 million compared to $0.7 million for the same period of 2022, an increase of 29%. The increase is due to increases in both payroll costs and director fees in 2023 and an increase in investor relations and marketing costs in 2023.

Depletion and Depreciation

Depletion and depreciation expense for the first quarter of 2023 was $4.3 million compared to $1.1 million in the same period of 2022. The increase of 290% is due to increased production and a higher PP&E balance. Depletion and depreciation expense on a per barrel basis was $15.09 for 2023 compared to $12.00 for 2022.

Kolibri Global Energy Inc. | 7 | First Quarter 2023

Interest on loans and borrowings

Interest on loans and borrowings increased from $0.2 million in the first quarter of 2022 to $0.5 million for the same period of 2023. The increase is due to an increase in interest rates in the first quarter of 2023 and an increase in the outstanding balance in the first quarter of 2023 compared to the first quarter of 2022.

Net income for the period

The Company had net income of $7,896,000 ($0.22 per basic share) in the first quarter of 2023 compared to net loss of $2,456,000 ($0.07 per share) for the same period of 2022. The change in net income in 2023 compared to the net loss in the same period in 2022 is due to an increase in revenue net of royalties of $8,746,000, and realized and unrealized gains in financial commodity contracts in the first quarter of 2023 totaling $976,000 versus losses of $4,928,000 in the same period of 2022 partially offset by an increase in depletion, depreciation and accretion of $3,238,000, an increase in operating expenses of $646,000, an increase in interest on long term debt of $260,000 and an increase in G&A expense of $244,000.

Cash from operating activities

Cash flows from operating activities for the first quarter of 2023 was $13.1 million compared to cash flows from continuing operating activities of $1.2 million in the same period of 2022.

CAPITAL EXPENDITURES

Capital expenditures for the first quarter of 2023 were for the Barnes 8-1H well (operated, KEI 98% working interest), the Barnes 8-2H well (operated, KEI 98% working interest), the Barnes 8-3H well (operated, KEI 98% working interest) all in the Tishomingo field located in Oklahoma.

($000)
		2023		2022
Additions to oil and gas properties	$	4,189	$	7,401
	$	4,189	$	7,401

LIQUIDITY AND CAPITAL RESOURCES

(000s; other than number of shares and per share amounts)	At March 31, 2023		At December 31, 2022
Working Capital (Deficiency) (US$)(1)	$	113	$	(6,569	)
Loans and Borrowings (US$)	$	18,158	$	18,158
Shares Outstanding, end of period		35,620,921		35,615,921
Market Price per share (in Canadian $)	$	5.57	$	3.98
Market Value of Shares (in Canadian $)	$	198,409	$	141,751

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

Kolibri Global Energy Inc. | 8 | First Quarter 2023

The credit facility has a borrowing base of $25.0 million and the Company had an available borrowing capacity of $6.8 million at March 31, 2023. The credit facility is subject to a semi-annual review and redetermination of the borrowing base. The next redetermination will be in the second quarter of 2023. Future commitment amounts will be subject to new reserve evaluations and there is no guarantee that the size and terms of the credit facility will remain the same after the borrowing base redetermination. Any redetermination of the borrowing base is effective immediately and if the borrowing base is reduced, the Company has six months to repay any shortfall.

The credit facility has two primary debt covenants. One covenant requires the US subsidiary to maintain a positive working capital balance which includes any unused excess borrowing capacity and excludes the fair value of commodity contracts and the current portion of long-term debt (the “Current Ratio”). The second covenant ensures the ratio of outstanding debt and long-term liabilities to a trailing twelve month adjusted EBITDA amount (the “Maximum Leverage Ratio”) be no greater than 3 to 1 at any quarter end. Adjusted EBITDA is defined as net income excluding interest expense, depreciation, depletion and amortization expense, and other non-cash and non-recurring charges including severance, share 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, 2023. At March 31, 2023, the Current Ratio of the US Subsidiary was 1.85 to 1.0 and the Maximum Leverage Ratio was 0.61 to 1.0 for the three months ended March 31, 2023. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

At March 31, 2023, loans and borrowings of $18.2 million (December 31, 2022: $18.2 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).

At March 31, 2023, the Company had positive working capital of $0.1 million compared to a working capital deficit of $6.6 million at December 31, 2022. The Company closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements. In March 2023, the Company began drilling the first of three wells planned to be drilled in the first half of 2023. 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 flow for future activity and to offset commodity price fluctuations. Other potential sources of cash flow include proceeds from additional debt or equity offerings but there is no guarantee that additional financing will be available when needed.

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at March 31, 2023:

($000s)		Carrying amount			2023			2024			Thereafter
Liabilities
Fair value of commodity contracts	$	(625	)	$	(395	)	$	(230	)		-
Loans and borrowings*	$	(17,819	)		-			-		$	(17,819	)
Trade and other payables	$	(8,643	)	$	(8,643	)		-			-
	$	(27,087	)	$	(9,038	)	$	(230	)	$	(17,819	)

* The Credit Facility provides for interest only payments until the September 2026 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the September 2026 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. | 9 | First Quarter 2023

QUARTERLY SUMMARY

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

	2023		2022								2021
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Daily Production
Oil (BOPD)		2,431		1,551		1,252		1,439		714		638		641		674
Natural gas (MCFPD)		2,138		969		1,083		1,271		922		825		845		889
NGLs (BOEPD)		407		155		269		277		186		155		178		172
Average production (BOEPD)		3,194		1,868		1702		1,928		1,054		931		960		994

	2023		2022								2021
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Average Price
Oil ($/bbl)		74.40		80.42		93.52		109.74		96.17		75.80		69.61		63.77
Natural gas ($/mcf)		4.24		6.71		10.24		6.48		4.71		5.49		4.12		2.86
NGL ($/bbl)		26.77		26.66		35.33		40.82		32.25		40.56		34.36		23.96
Average price ($/bbl)		62.87		72.47		80.89		92.02		74.97		63.56		56.49		49.97

Kolibri Global Energy Inc. | 10 | First Quarter 2023

	2023		2022												2021
($000, except as noted)	Q1		Q4			Q3			Q2			Q1			Q4			Q3			Q2
Netback(1)
Average price ($/BOE)		62.87		72.47			80.89			92.02			74.97			63.56			56.49			49.97
Royalties		13.16		15.83			17.96			21.19			16.50			13.89			12.22			10.86
Operating expenses (4)		6.04		8.25			7.77			7.77			9.56			8.79			8.40			8.81
Netback from operations(1)		43.67		48.39			55.16			63.06			48.91			40.88			35.87			30.30
Price adjustment from commodity contracts		(1.44)		(2.34	)		(5.47	)		(9.40	)		(12.03	)		(11.89	)		(8.83	)		(6.81	)
Netback including commodity contracts(1)		42.23		46.05			49.69			53.66			36.88			28.99			27.04			23.49

	2023		2022								2021
($000, except as noted)	Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2
Net operating income(2)
Oil and gas revenue		18,074		12,455		12,666		16,114		7,111		5,444		4,989		4,520
Royalties		3781		2,721		2,813		3,717		1,564		1,190		1,079		981
Operating expenses		1,553		1,417		1,216		1,364		907		753		742		797
		12,740		8,317		8,637		11,033		4,640		3,501		3,168		2,742

Kolibri Global Energy Inc. | 11 | First Quarter 2023

	2023		2022									2021
($000, except as noted)	Q1		Q4		Q3		Q2		Q1			Q4		Q3		Q2
Net income (loss)		7,896		2,793		9,299		7,007		(2,456	)		71,002		608		(1,418	)
Basic income (loss) ($/share)		0.22		0.08		0.26		0.20		(0.07	)		3.05		0.03		(0.06	)
Adjusted EBITDA(3)		11,396		6,854		6,874		8,572		2,812			1,861		1,737		1,464
Cash flows from operating activities		13,030		6,078		6,387		8,314		1,243			1,812		1,529		1,649
Bank debt		17,819		17,799		15,855		15,907		16,143			16,866		17,446		18,451
Total assets		188,023		184,082		172,634		169,193		160,882			157,016		79,373		79,984

(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 in the first quarter of 2023 include $182,625 of compressor costs that are accounted for as a lease under IFRS 16 as of January 1, 2023.

Kolibri Global Energy Inc. | 12 | First Quarter 2023

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the current conflict between Russia and Ukraine

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells

● Production increases from new wells that begin producing

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 consolidated 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 consolidated 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 | First Quarter 2023

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 provisions 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.

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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.

Kolibri Global Energy Inc. | 14 | First Quarter 2023

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 flow 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.

OUTSTANDING SHARE DATA

There were 35,620,921, 35,620,921 and 35,615,921 common shares outstanding as of May 4, 2023, March 31, 2023 and December 31, 2022, respectively. The Company had 869,300, 759,500 and 776,000 stock options outstanding as of May 4, 2023, March 31, 2023 and December 31, 2022, respectively. As of May 4, 2023, the Company had issued 72,000 restricted stock units (RSUs).

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

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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, 2022. 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.sedar.com.

Kolibri Global Energy Inc. | 15 | First Quarter 2023

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● 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.

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, 2023 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, 2023.

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 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 from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company’s performance.

Kolibri Global Energy Inc. | 16 | First Quarter 2023

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 flow 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 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)	For the three months ended March 31,
	2023			2022
Net income (loss)		7,896			(2,456	)
Adjustments:
Finance income		(1,390	)		(12	)
Finance expense		949			5,159
Share based compensation		18			125
General and administrative expenses		930			686
Depletion and depreciation		4,338			1,139
Other income		(1	)		(1	)
Operating netback		12,740			4,640
Netback from operations	$	43.67		$	48.91

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)	For the three months ended March 31,
	2023		2022
Oil and gas revenue, net of royalties		14,293		5,547
Less: production and operating expenses		1,553		907
Net operating income		12,740		4,640

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:

Kolibri Global Energy Inc. | 17 | First Quarter 2023

(US $000)	Three months ended March 31,
	2023			2022
Net income (loss)		7,896			(2,456	)
Depletion and depreciation		4,338			1,139
Accretion		45			6
Interest expense		485			225
Unrealized (gain) loss on commodity contracts		(1,390	)		3,786
Share based compensation		18			125
Interest income		-			(2	)
Other income		(1	)		(1	)
Foreign currency loss (gain)		5			(10	)
Adjusted EBITDA		11,396			2,812

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.

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.

Kolibri Global Energy Inc. | 18 | First Quarter 2023

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 2023, 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.sedar.com.

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 2023

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Evan Templeton1,3	BOK Financial
Director	Tulsa, OK
Wolf Regener 4
Director, President and Chief Executive Officer
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
(Over the Counter OTC) QX	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc. | 20 | First Quarter 2023

EX-99.20

Exhibit 99.20

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 March 31, 2023.

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 January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 4, 2023

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.21

Exhibit 99.21

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 March 31, 2023.

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 January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 4, 2023

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.22

Exhibit 99.22

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

JUNE 30, 2023

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

	June 30,			December 31,
	2023			2022
Current assets
Cash and cash equivalents	$	945		$	1,037
Trade and other receivables		4,272			5,773
Deposits and prepaid expenses		369			670
Fair value of commodity contracts (Note 2)		123
		5,709			7,480
Non-current assets
Property, plant and equipment (Note 4)		189,441			176,554
Right of use assets (Note 5)		1,299			48
Fair value of commodity contracts (Note 2)		206			-
		190,946			176,602
Total assets	$	196,655		$	184,082
Current liabilities
Trade and other payables	$	13,075		$	12,596
Lease payable		908			32
Fair value of commodity contracts (Note 2)		-			1,421
		13,983			14,049
Non-current liabilities
Loans and borrowings (Note 7)		17,746			17,799
Asset retirement obligations		1,704			1,425
Lease payable		415			17
Fair value of commodity contracts (Note 2)		-			594
		19,865			19,835
Equity
Share capital		296,227			296,221
Contributed surplus		23,693			23,254
Deficit		(157,113	)		(169,277	)
Total Equity		162,807			150,198
Total equity and liabilities	$	196,655		$	184,082

See accompanying notes to condensed consolidated interim financial statements.

1

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

	Three months ended June 30				Six months ended June 30
	2023		2022		2023		2022
Revenue
Oil and natural gas revenue, net of royalties (Note 9)	$	10,114	$	12,428	$	24,407	$	17,975
Other income		-		28		1		29
		10,114		12,456		24,408		18,004
Expenses
Production and operating expenses		1,147		1,364		2,700		2,271
Depletion and depreciation (Note 4,5)		3,375		2,087		7,713		3,226
General and administrative expenses		1,021		844		1,951		1,530
Share based compensation (Note 8)		356		32		374		157
		5,899		4,327		12,738		7,184
Finance income
Unrealized gain on financial commodity contracts (Note 2)		777		746		2,167		-
Interest income		-		1		-		3
Foreign exchange gain		-		-		-		7
		777		747		2,167		10
Finance expense
Realized loss on financial commodity contracts (Note 2)		300		1,648		714		2,790
Unrealized loss on financial commodity contracts (Note 2)		-		-		-		3,040
Interest on loans and borrowings		375		212		860		437
Foreign exchange loss		5		3		10		-
Accretion		44		6		89		12
		724		1,869		1,673		6,279
Net income and comprehensive income	$	4,268	$	7,007	$	12,164	$	4,551
Basic net income per share (Note 6)	$	0.12	$	0.20	$	0.34	$	0.13
Diluted net income per share (Note 6)		0.12		0.19		0.33		0.13

See accompanying notes to the condensed consolidated interim financial statements.

2

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited, Expressed in Thousands of United States Dollars, except number of common shares)

	Number of common shares (Note 6)		Share capital		Contributed Surplus			Deficit			Total Equity
Balance at January 1, 2022		35,258,778	$	296,060	$	22,948		$	(185,920	)	$	133,088
Share based compensation (Note 8)						178						178
Rights offering		357,143		161								161
Net income for the period		-		-		-			4,551			4,551
Balance at June 30, 2022		35,615,921	$	296,221	$	23,126		$	(181,369	)	$	137,978
Balance at January 1, 2023		35,615,921	$	296,221	$	23,254		$	(169,277	)	$	150,198
Share based compensation (Note 8)						441						441
Stock options exercised (Note 8)		5,000		6		(2	)		-			4
Net income for the period		-		-		-			12,164			12,164
Balance at June 30, 2023		35,620,921	$	296,227	$	23,693		$	(157,113	)	$	162,807

See accompanying notes to the 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)

	2023			2022
Cash flows from operating activities
Net income (loss)	$	12,164		$	4,551
Adjustments for:
Depletion and depreciation		7,713			3,226
Accretion		89			12
Amortization of loan acquisition costs		50			52
Unrealized (gain) loss on financial commodity contracts		(2,167	)		3,040
Share based compensation (Note 8)		374			157
Other non-cash loss (income)		-			6
Unrealized foreign exchange gain		-			7
Change in non-cash working capital (Note 3)		819			(1,494	)
Net cash from operating activities		19,042			9,557
Cash flows from investing activities
Additions to property, plant and equipment (Note 4)		(19,930	)		(14,973	)
Change in non-cash working capital (Note 3)		1,285			1,877
Net cash used in investing activities		(18,645	)		(13,096	)
Cash flows from financing activities
Proceeds from equity offering, net		-			161
Repayment of loans and borrowings, net		(3,000	)		(1,011	)
Proceeds from loans and borrowings		2,897			-
Lease payments		(392	)		(38	)
Proceeds from stock option exercises		6
Net cash used in financing activities		(489	)		(888	)
Change in cash and cash equivalents		(92	)		(4,427	)
Cash and cash equivalents, beginning of period		1,037			7,316
Cash and cash equivalents, end of period	$	945		$	2,889

See accompanying notes to the condensed consolidated interim financial statements.

4

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Kolibri Global Energy Inc. (the “Company” or “KEI”), was incorporated under the Business Corporations Act (British Columbia) on May 6, 2008. KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

These 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 in Note 3, and methods of computation as the annual consolidated financial statements of the Company for the year ended December 31, 2022. 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 condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s annual filings for the year ended December 31, 2022.

The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on August 3, 2023.

2. FINANCIAL RISK MANAGEMENT

Credit Risk

The Company’s accounts receivable are with customers and joint interest partners in the petroleum and natural gas business and are subject to normal credit risks. Concentration of credit risk is mitigated by marketing to numerous purchasers under normal industry sale and payment terms. The Company routinely assesses the financial strength of its customers. The Company is exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with highly rated financial institutions.

Commodity price risk

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

5

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

2. FINANCIAL RISK MANAGEMENT (continued)

At June 30, 2023 the following financial commodity contracts were outstanding and recorded at estimated fair value:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil – WTI Swap		July 1, 2023 to December 29, 2023		18,000		$90.45
Oil – WTI Costless Collars		July 1, 2023 to December 29, 2023		24,000		$70.00 - $94.00
Oil – WTI Swap		July 1, 2023 to December 31, 2023		54,000		$64.90
Oil – WTI Put		July 1, 2023 to March 31, 2024		58,500		$60.00
Oil – WTI Swap		January 1, 2024 to May 31, 2024		40,000		$62.77
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		6,000		$65.00 - $79.50
Oil – WTI Costless Collars		January 2, 2024 to June 28, 2024		24,000		$65.00 - $86.00
Oil – WTI Costless Collars		June 3, 2024 to June 28, 2024		8,000		$60.00 - $78.15
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		21,000		$60.00 - $86.65
Oil – WTI Costless Collars		July 1, 2024 to September 30, 2024		18,000		$60.00 - $78.00
Oil – WTI Costless Collars		October 1, 2024 to December 31, 2024		39,000		$60.00 - $82.50
Oil – WTI Costless Collars		January 1, 2025 to March 31, 2025		36,000		$60.00 - $77.00

The estimated fair value results in a $0.3 million asset as of June 30, 2023 (December 31, 2022: $2.0 million liability) 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 $0.1 million and a long term asset of $0.2 million (December 31, 2022: current liability of $1.4 million and a long term liability of $0.6 million).

In July 2023, the Company entered into the following additional financial commodity contracts:

			Total Volume Hedged		Price
Commodity	Period		(BBLS)		($/BBL)
Oil – WTI Put		April 1, 2024 to June 28, 2024		1,650		$60.00
Oil – WTI Costless Collars		April 1, 2025 to June 30, 2025		20,400		$60.00 - $75.40

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

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Realized loss on financial commodity contracts	$	(300	)	$	(1,648	)	$	(714	)	$	(2,790	)
Unrealized gain (loss) on financial commodity contracts	$	777		$	746		$	2,167		$	(3,040	)

6

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

2. FINANCIAL RISK MANAGEMENT (continued)

The Company classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs are derived from quoted indices.

Level 3 fair value measurements are based on unobservable information.

The Company’s cash and cash equivalents are classified as Level 1 and the commodity derivative contracts are classified as Level 2.

3. 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,
	2023		2022
Trade and other receivables	$	1,501	$	(4,343	)
Deposits and prepaid expenses		301		(435	)
Trade and other payables		302		5,165
Foreign currency		-		(4	)
	$	2,104	$	383
Related to operating activities	$	819	$	(1,494	)
Related to investing activities	$	1,285	$	1,877

7

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

4. PROPERTY, PLANT AND EQUIPMENT

	Oil and Natural Gas Interests			Processing and Other Equipment			Total
Cost or deemed cost
Balance at January 1, 2022	$	197,116		$	1,379		$	198,495
Additions		37,112			5			37,117
Disposals		(102	)		(6	)		(108	)
Balance at December 31, 2022	$	234,126		$	1,378		$	235,504
Additions (a)		20,186			52			20,238
Balance at June 30, 2023	$	254,312		$	1,430		$	255,742
Accumulated depletion and depreciation
Balance at January 1, 2022	$	50,095		$	1,324		$	51,419
Depletion and depreciation for the period		7,515			16			7,531
Balance at December 31, 2022	$	57,610		$	1,340		$	58,950
Depletion and depreciation for the period		7,337			14			7,351
Balance at June 30, 2023	$	64,947		$	1,354		$	66,301
Net carrying amounts
At December 31, 2022	$	176,516		$	38		$	176,554
At June 30, 2023	$	189,365		$	76		$	189,441

(a) Includes non-cash additions of $67 from capitalized stock-based compensation and $245 from assets related to ARO liabilities.

5. LEASES AND RIGHT OF USE ASSETS

	Right of Use Assets
Balance at January 1, 2022	$	38
Additions		61
Depreciation		(51	)
Balance at December 31, 2022		48
Additions		1,613
Depreciation		(362	)
Balance at June 30, 2023	$	1,299

The amount of interest accretion recorded in the statement of operations totaled $27 and $1 for the second quarter of 2023 and 2022, respectively, and $55 and $1 for the six months ended June 30, 2023 and 2022, respectively.

8

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

6. EARNINGS PER SHARE

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Basic earnings per share
Net income	$	4,268	$	7,007	$	12,164	$	4,551
Weighted average number of common shares - basic		35,621		35,616		35,620		35,604
Net income per share – basic	$	0.12	$	0.20		0.34	$	0.13
Diluted earnings per share
Net income	$	4,268	$	7,007	$	12,164	$	4,551
Effect of outstanding options and RSUs		875		333		866		293
Weighted average number of common shares - diluted		36,496		35,949		36,486		35,897
Net income per share – diluted	$	0.12	$	0.19		0.33	$	0.13

7. LOANS AND BORROWINGS

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The borrowing base of the credit facility was increased to $40.0 million in May 2023 and the Company has an available borrowing capacity of $21.8 million at June 30, 2023. 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 2023. 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, share based compensation expense and unrealized gains or losses on commodity contracts.

9

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

7. LOANS AND BORROWINGS (continued)

The Company was in compliance with both covenants for the quarter ended June 30, 2023. At June 30, 2023, the Current Ratio of the US Subsidiary was 1.97 to 1.0 and the Maximum Leverage Ratio was 0.60 to 1.0 for the three months ended June 30, 2023. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

At June 30, 2023, loans and borrowings of $17.7 million (December 31, 2022: $17.8 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).

8. SHARE BASED COMPENSATION

Stock Options

The Company has an option program that entitles officers, directors, employees and certain consultants to purchase shares in the Company. Options are granted at the market price of the shares at the date of grant, have a five to ten year term and generally vest over two years.

The number and weighted average exercise prices of share options are as follows:

	Six months ended June 30,
	2023					2022
		Number of options			Weighted average exercise price		Number of options		Weighted average exercise price
Outstanding at January 1		776,000		$	1.67		143,500	$	5.00
Granted		206,800			5.23		559,500		0.80
Exercised		(5,000	)		0.80		-		-
Expired/cancelled		(108,500	)		5.62		-		-
Outstanding at June 30		869,300		$	2.03		703,000	$	1.65
Exercisable at June 30		494,935		$	1.62		329,999	$	2.62

The range of exercise prices for the outstanding options is as follows:

	Number of outstanding stock options		Weighted average exercise price		Weighted average contractual life (years)
$5.00 to $6.00		206,800	$	5.23		4.8
$1.80 to $5.00		108,000	$	2.23		2.9
$0.80 to $2.90		554,500	$	0.80		3.5
		869,300	$	2.03		3.7

10

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

8. SHARE BASED COMPENSATION (continued)

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

	2023			2022
Fair value at grant date (per option)	$	5.00			0.70
Volatility (%)		110.00			149.68
Forfeiture rate (%)		5	%		5	%
Option life (years)		10			5
Risk-free interest rate (%)		2.89			1.56

Restricted Stock Units

The Company has a restricted stock unit (“RSU”) program that entitles officers, directors and employees to obtain RSUs that are issuable as shares in the Company as they are vested. The RSUs are redeemable over a three year vesting period, with the 1/3 of the grant vesting on the first, second and third years from the date of grant. The Company granted 119,140 RSUs in the second quarter of 2023 to directors, officers and employees. The fair value at grant date for the RSUs was $5.28 per RSU which was the closing share price on the date of grant.

RSUs are valued using the fair-value method where compensation cost attributable to all share units granted are measured at fair value at the grant date and expensed over the vesting period with a corresponding increase to contributed surplus. The Company capitalizes a portion of share based compensation that is directly attributable to development activities. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of units that vest.

Share based compensation was recorded as follows:

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Expensed	$	356	$	32	$	374	$	157
Capitalized	$	65	$	4	$	67	$	20

9. REVENUES

Revenue is recognized when the performance obligations are satisfied and revenue can be reliably measured. Revenue is measured at the consideration specified in the contracts and represents amounts receivable for goods or services provided in the normal course of business, net of discounts, customs duties and sales taxes. All revenue is based on variable prices. Performance obligations associated with the sale of crude oil, natural gas, and natural gas liquids are satisfied at the point in time when the products are delivered to and title passes to the customer. Performance obligations associated with processing services, transportation, and marketing services are satisfied at the point in time when the services are provided.

11

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

9. REVENUES (continued)

Oil, natural gas liquids and natural gas are mostly sold under contracts of varying price and volume terms. Revenues for oil are typically collected on the 20th day of the month following production, while natural gas and NGL revenues are collected by the 45th day of the month following production.

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,
	2023			2022			2023			2022
Oil revenue	$	11,989		$	14,365		$	28,267		$	20,544
Natural gas revenue		232			750			1,047			1,141
NGL revenue		525			1,029			1,506			1,570
		12,746			16,144			30,820			23,255
Royalties		(2,632	)		(3,716	)		(6,413	)		(5,280	)
	$	10,114		$	12,428		$	24,407		$	17,975

10. SEGMENTED INFORMATION

The Company defines its reportable segments based on the countries where it conducts business.

Three months ended June 30, 2023
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	10,114		$	-		$	10,114
Production and operating expenses		1,147			-			1,147
Depletion and depreciation		3,375			-			3,375
General and administrative expenses		881			140			1,021
Share based compensation		344			12			356
		5,747			152			5,899
Finance income		777			-			777
Finance expense		(719	)		(5	)		(724	)
Net income (loss)		4,425			(157	)		4,268
Assets	$	196,497		$	158		$	196,655
Capital expenditure	$	15,742		$	-		$	15,742

12

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

10. SEGMENTED INFORMATION (continued)

Six months ended June 30, 2023
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	24,407		$	-		$	24,407
Other income		1			-			1
		24,408			-			24,408
Production and operating expenses		2,700			-			2,700
Depletion and depreciation		7,713			-			7,713
General and administrative expenses		1,667			284			1,951
Share based compensation		354			20			374
		12,434			304			12,738
Finance income		2,167			-			2,167
Finance expense		(1,663	)		(10	)		(1,673	)
Net income (loss)		12,478			(314	)		12,164
Assets	$	196,497		$	158		$	196,655
Capital expenditures	$	19,930		$	-		$	19,930

13

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

10. SEGMENTED INFORMATION (continued)

Three months ended June 30, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	12,428		$	-		$	12,428
Other income		28						28
		12,456			-			12,456
Production and operating expenses		1,364			-			1,364
Depletion and depreciation		2,087			-			2,087
General and administrative expenses		717			127			844
Share based compensation		28			4			32
		4,196			131			4,327
Finance income		746			1			747
Finance expense		(1,866	)		(3	)		(1,869	)
Net income (loss)		7,140			(133	)		7,007
Assets	$	168,917		$	276		$	169,193
Capital expenditure	$	7,572		$	-		$	7,572

14

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended June 30, 2023 and 2022

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

10. SEGMENTED INFORMATION (continued)

Six months ended June 30, 2022
	United States			Canada and Other			Total
Oil and natural gas revenues, net of royalties	$	17,975		$	-		$	17,975
Other income		29			-			29
		18,004			-			18,004
Production and operating expenses		2,271			-			2,271
Depletion and depreciation		3,226			-			3,226
General and administrative expenses		1,283			247			1,530
Share based compensation		134			23			157
		6,914			270			7,184
Finance income		-			10			10
Finance expense		(6,279	)		-			(6,279	)
Net income (loss)		4,811			(260	)		4,551
Assets	$	168,917		$	276		$	169,193
Capital expenditures	$	14,973		$	-		$	14,973

15

EX-99.23

Exhibit 99.23

 
MANAGEMENT’S DISCUSSION AND ANALYSIS

JUNE 30, 2023

Kolibri Global Energy Inc. | 1 | Second Quarter 2023

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 and six months ended June 30, 2023, 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 and six months ended June 30, 2023 and the audited consolidated financial statements and MD&A for the year ended December 31, 2022. 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.sedar.com 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 IFRS 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 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 August 3, 2023. 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 an North American energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

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 2023

OVERVIEW

Results at a Glance

	Three Months ended				Six Months ended
	June 30,				June 30,
	2023		2022		2023		2022
Financial (US $000 except per share)
Oil and gas gross revenues		12,746		16,144		30,820		23,255
Oil and gas net revenues		10,114		12,428		24,407		17,975
Net operating income(1)		8,967		11,064		21,707		15,704
Net income		4,268		7,007		12,164		4,551
Basic net income per share		0.12		0.20		0.34		0.13
Diluted net income per share		0.12		0.19		0.33		0.13
Cash flow from operating activities		6,013		8,314		19,042		9,557
Adjusted EBITDA(2)		7,646		8,572		19,042		11,384
Additions to property, plant and equipment		15,742		7,572		19,930		14,973
Operating
Average production (Boepd)		2,415		1,928		2,803		1,493
Average price ($/BOE)		58.00		92.02		60.75		86.06
Netback from operations ($/BOE)(3)		39.97		63.06		42.07		58.11
Netback including commodity contracts ($/BOE)(3)		38.60		53.66		40.66		47.78

	Jun 30, 2023			Mar 31, 2023		Dec 31, 2022
Balance Sheet
Cash and cash equivalents		945			3,771		1,037
Total assets		196,655			188,023		184,082
Total non-current liabilities		19,865			19,937		19,835
Working capital (deficiency)		(8,274	)		113		(6,569	)
Borrowing capacity available from credit facility		21,842			6,842		6,842

(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 second quarter of 2023 was 2,415 BOEPD, an increase of 25% compared to second quarter 2022 production of 1,928 BOEPD. Average production for the six months ended June 30, 2023 was 2,803 BOEPD, an increase of 88% from the average production of 1,493 BOEPD in the same period of 2022. These increases are due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in mid-June 2023. The production increases were partially offset by existing wells that were shut-in for two to four weeks of the quarter while completion operations were underway. Approximately 800 BOEPD was shut-in for two weeks and 300 BOEPD was shut-in for four weeks during the second quarter of 2023.

Kolibri Global Energy Inc. | 3 | Second Quarter 2023

Adjusted EBITDA⁽¹⁾ was $7.6 million for the second quarter of 2023 compared to $8.6 million for the same period in 2022, a decrease of 11%. The decrease was due to a decrease in average prices of 37% partially offset by a 25% increase in production. Adjusted EBITDA⁽¹⁾ was $19.0 million for the six months ended June 30, 2023 compared to $11.4 million for the prior year period, an increase of 67%. The increase was primarily due to an increase in production of 88% partially offset by a decrease in average prices of 29%.

Gross revenues for the second quarter of 2023 decreased by 21% compared to the second quarter of 2022. The decrease was due to a decrease in average prices of 37% partially offset by a 25% increase in production. Gross revenues for the six months ended June 30, 2023 increased by 33% compared to the same period in 2022. The increase was due to an 88% increase in production in the six months ending June 30, 2022 compared to the same period in 2021 partially offset by a 29% decrease in average prices in the six months ending June 30, 2023.

Net income in the second quarter of 2023 was $4.3 million, compared to net income of $7.0 million in the same period of 2022. The decrease was due to lower average prices and higher depreciation expense partially offset by higher production and lower realized losses on commodity contracts. Net income in the first six months of 2023 was $12.2 million, compared to net income of $4.6 million in the same period of 2022. The increase was primarily due to an increase in production and lower realized losses on commodity contracts partially offset by a decrease in average prices and higher depreciation expense.

Netback from operations⁽²⁾ decreased to $39.97 per BOE in the second quarter of 2023 compared to $63.06 per BOE in in the same period of 2022, a decrease of 37% due to lower average prices. Netback from operations⁽²⁾ decreased to $42.07 per BOE in the six months ending June 30, 2023 compared to $58.11 per BOE in the six months ending June 30, 2022, a decrease of 28%. Netback including commodity contracts⁽²⁾ for the second quarter of 2023 was $38.60 per BOE compared to $53.66 in 2022, a decrease of 28% from the prior year period. Netback including commodity contracts⁽²⁾ for the six months ended June 30, 2023 was $40.66 per BOE, compared to $47.78, a decrease of 15% from the prior year period. The decreases compared to the prior year were due to the decrease in average prices.

Production and operating expense per barrel averaged $6.05 per BOE in the second quarter of 2023 compared to $7.77 per BOE in the second quarter of 2022, a decrease of 22%. Production and operating expense per barrel averaged $6.04 per BOE in the first six months of 2023 compared to $8.40 per BOE for the same period of 2022, a decrease of 28%. The decreases were due to lower production taxes and increased production which reduced the per barrel fixed costs.

At June 30, 2023, the Company had $21.8 million of available borrowing capacity on the credit facility. The borrowing base was increased to $40.0 million in May 2023.

(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 2023

OPERATIONS UPDATE

Tishomingo Field, Ardmore Basin, Oklahoma

The average production for the second quarter of 2023 was 2,415 BOEPD, an increase of 25% compared to second quarter 2022 production of 1,928 BOEPD. The average production for the first six months of 2023 was 2,803 BOEPD, an increase of 88% compared to the same period of 2022 production of 1,493 BOEPD. The increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well which started production during the first half of 2022, and the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end 2022, partially offset by the wells that were shut-in during completion operations. At the end of the second quarter, the Company’s exit rate production was about 3,400 BOEPD. This does not include about 300 BOEPD of production that was either shut-in or was in the process of dewatering after being impacted by the completion operations.

The Company completed the first three wells in its 2023 drilling program at the end of the second quarter. The Barnes 8-1H (98% working interest), Barnes 8-2H (98% working interest) and the Barnes 8-3H (98% working interest) wells started producing in the last week of June 2023. In July 2023, the Company began drilling operations on its next two wells, the Barnes 7-4H well and the Barnes 7-5H well, with simultaneous fracture stimulation to follow. After drilling is completed on these two wells, the Company will immediately start drilling another three well pad to expand the 2023 drilling program to a total of eight wells.

DISCUSSION OF OPERATING RESULTS

Production and Revenue	Three months ended June 30							Six months ended June 30
	2023		2022		%			2023		2022		%
Average oil production (BOPD)		1,821		1,439		27			2,125		1,078		97
Average natural gas production (MCFPD)		1,397		1,271		10			1,765		1,097		61
Average NGL production (BOEPD)		361		277		30			384		232		66
Average production (BOEPD)		2,415		1,928		25			2,803		1,493		88
Average oil price ($/bbl)		72.33		109.74		(34	)		73.51		105.27		(30	)
Average natural gas price ($/mcf)		1.83		6.48		(72	)		3.28		5.74		(43	)
Average NGL price ($/bbl)		15.97		40.82		(61	)		21.67		37.4		(42	)
Average price ($/BOE)		58.00		92.02		(37	)		60.75		86.06		(29	)
Oil gross revenue ($000)		11,989		14,365		(17	)		28,267		20,544		38
Natural gas gross revenue ($000)		232		750		(69	)		1,047		1,141		(8	)
NGL gross revenue ($000)		525		1,029		(49	)		1,506		1,570		(4	)

Oil production for the second quarter of 2023 was 1,821 BOPD compared to 1,439 BOPD for the same period of 2022, an increase of 27%. Oil production for the first six months of 2023 was 2,125 BOPD compared to 1,078 BOPD for the same period of 2022, an increase of 97%. The production increases were due to the additional production from the five wells in the 2022 drilling program, partially offset by the wells that were shut-in during completion operations. Oil revenue decreased by 17% in the second quarter of 2023 versus the same period of 2022 due to a decrease in oil prices of 37%, partially offset by the production increase. Oil revenue increased by 38% in the first six months of 2023 versus the same period of 2022 due to the 97% production increase, partially offset by a decrease in oil prices of 30%.

For the second quarter of 2023, average natural gas production was 1,397 MCFPD compared to 1,271 MCFPD for the same period of 2022, an increase of 10%. Average natural gas production for the first six months of 2023 was 1,765 MCFPD compared to 1,097 MCFPD for the first six months of 2022. The production increases were due to the additional production from the five wells in the 2022 drilling program, partially offset by the wells that were shut-in during completion operations. Natural gas revenue decreased by 69% in the second quarter of 2023 versus the same period in 2022 due to the decrease in natural gas prices of 72% partially offset by the 10% production increase. Natural gas revenue decreased by 8% in the first six months of 2023 versus the same period in 2022 due to a decrease in natural gas prices of 43% partially offset by the 61% production increase.

Natural gas liquids (NGL) production in the second quarter of 2023 increased to 361 BOEPD from 277 BOEPD in the same period of 2022, an increase of 30%. Natural gas liquids (NGL) production in the first six months of 2023 increased to 384 BOEPD from 232 BOEPD in the same period of 2022, an increase of 66%. The production increases were due to the additional production from the five wells in the 2022 drilling program, partially offset by the wells that were shut-in during completion operations. NGL revenue decreased by 49% in the second quarter of 2023 compared to the same period in 2022 due to a decrease in NGL prices of 61% partially offset by the 30% production increase. NGL revenue decreased by 4% in the first six months of 2023 compared to the same period in 2022 due to a decrease in NGL prices of 42% partially offset by the 66% production increase.

Kolibri Global Energy Inc. | 5 | Second Quarter 2023

Average production on a per BOE basis was 2,415 BOEPD in the second quarter of 2023 compared to 1,928 BOEPD in the same period of 2022, an increase of 25%. Average production on a per BOE basis was 2,803 BOEPD in the first six months of 2023 compared to 1,493 BOEPD in the same period of 2022, an increase of 88%. The increase is due to the factors discussed above. Gross revenue for the second quarter of 2023 decreased by 21% compared to the second quarter of 2022 due to a decrease in average prices partially offset by an increase in production. Gross revenue for the first six months of 2023 increased by 33% compared to the same period of 2022 due to an increase in production, partially offset by a decrease in average prices.

Royalties, Operating Expenses and Netback

	Three months ended June 30									Six months ended June 30
($/BOE)	2023			2022			%			2023			2022			%
Average price		58.00			92.02			(37	)		60.75			86.06			(29	)
Less: Royalties		11.98			21.19			(43	)		12.64			19.55			(35	)
Less: operating expenses(3)		6.05			7.77			(22	)		6.04			8.40			(28	)
Netback from operations(1)		39.97			63.06			(37	)		42.07			58.11			(28	)
Price adjustment from commodity contracts(2)		(1.37	)		(9.40	)					(1.41	)		(10.33	)
Netback including commodity contracts(1)		38.60			53.66			(28	)		40.66			47.78			(15	)

(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 $182,625 in the second quarter of 2023 and $365,250 in the first six months of 2023 that are accounted for as a lease under IFRS 16 as of January 1, 2023.

Average prices decreased by 37% in the second quarter of 2023, compared to the same period in the prior year, due to the price decreases in oil, gas and NGLs discussed above. Oil made up 75% of the production mix in the second quarter of 2023 compared to 74% for the same period in 2022. Average prices decreased by 29% in the first six months of 2023, compared to the same period in the prior year, due to the price decreases in oil, gas and NGLs discussed above. Oil made up 76% of the production mix in the first six months of 2023 compared to 72% for the same period in 2022.

Royalties on Tishomingo production averaged approximately 20.7% for the second quarter of 2023 versus 23.0% in the second quarter of 2022. Royalties on Tishomingo production averaged approximately 20.8% for the first six months of 2023 versus 22.7% in the second quarter of 2022. The differences in percentages in both periods are due to different royalty burdens on the leases drilled by the Company.

Major production and operating expenses are related to the gathering and processing of natural gas and NGLs as well as periodic well repairs and maintenance. Operating expenses averaged $6.05 per BOE for the second quarter of 2023 compared to $7.77 per BOE for the same period in 2022. Operating expenses averaged $6.04 per BOE for the first six months of 2023 compared to $8.40 per BOE for the same period in 2022. The decreases were due to increased production which reduced the fixed per barrel costs and lower production taxes due to a decrease in prices.

Kolibri Global Energy Inc. | 6 | Second Quarter 2023

Realized and Unrealized Gains and Losses from Risk Management Contracts

The Company has entered into financial commodity contracts which are summarized in the table below. Total Volume Hedged in the table is the annual volumes and Price is the fixed price specified in the financial commodity contracts.

At June 30, 2023 the following financial commodity contracts were outstanding and recorded at estimated fair value:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil – WTI Swap	July 1, 2023 to December 29, 2023		18,000		$90.45
Oil – WTI Costless Collars	July 1, 2023 to December 29, 2023		24,000		$70.00 - $94.00
Oil – WTI Swap	July 1, 2023 to December 31, 2023		54,000		$64.90
Oil – WTI Put	July 1, 2023 to March 31, 2024		58,500		$60.00
Oil – WTI Swap	January 1, 2024 to May 31, 2024		40,000		$62.77
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		6,000		$65.00 - $79.50
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		24,000		$65.00 - $86.00
Oil – WTI Costless Collars	June 3, 2024 to June 28, 2024		8,000		$60.00 - $78.15
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		21,000		$60.00 - $86.65
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		18,000		$60.00 - $78.00
Oil – WTI Costless Collars	October 1, 2024 to December 31, 2024		39,000		$60.00 - $82.50
Oil – WTI Costless Collars	January 1, 2025 to March 31, 2025		36,000		$60.00 - $77.00

The estimated fair value results in a $0.3 million asset as of June 30, 2023 (December 31, 2022: $2.0 million liability) 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 $0.1 million and a long term asset of $0.2 million (December 31, 2022: current liability of $1.4 million and a long term liability of $0.6 million).

In July 2023, the Company entered into the following additional financial commodity contracts:

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil – WTI Put	April 1, 2024 to June 28, 2024		1,650		$60.00
Oil – WTI Costless Collars	April 1, 2025 to June 30, 2025		20,400		$60.00 - $75.40

Kolibri Global Energy Inc. | 7 | Second Quarter 2023

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

($000s)	Three months ended						Six months ended
	June 30,						June 30,
	2023			2022			2023			2022
Realized loss on financial commodity contracts	$	(300	)		(1,648	)		(714	)		(2,790	)
Unrealized gain (loss) on financial commodity contracts		777			746			2,167			(3,040	)

Production and Operating Expenses

Production and operating expenses for the second quarter of 2023 was $1.1 million compared to $1.4 million for the same period of 2022, a decrease of 21%. The decrease is due to lower production taxes and compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the second quarter of 2023 production and operating expenses. The decrease was partially offset by the increase in production. Production and operating expenses including these compressor costs would have been $1.3 million for the second quarter of 2023.

Production and operating expenses for the first six months of 2023 was $2.7 million compared to $2.3 million for the same period of 2022, an increase of 17%. The increase is due to increased production partially offset by lower production taxes and compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the first six months of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $3.1 million for the first six months of 2023.

General and Administrative Expenses

G&A expense for the second quarter of 2023 was $1.0 million compared to $0.8 million for the same period of 2022, an increase of 21%. G&A expense for the first six months of 2023 was $2.0 million compared to $1.5 million for the same period of 2022, an increase of 28%. The increases were due to increases in both payroll costs and director fees in 2023 and an increase in investor relations and marketing costs in 2023.

Depletion and Depreciation

Depletion and depreciation expense for the second quarter of 2023 was $3.4 million compared to $2.1 million in the same period of 2022. Depletion and depreciation expense on a per barrel basis was $15.35 for 2023 compared to $11.89 for 2022. Depletion and depreciation expense for the first six months of 2023 was $7.7 million compared to $3.2 million in the same period of 2022. Depletion and depreciation expense on a per barrel basis was $15.18 for 2023 compared to $11.93 for 2022. The increases were due to increased production and a higher PP&E balance.

Interest on loans and borrowings

Interest on loans and borrowings increased from $0.2 million in the second quarter of 2022 to $0.4 million for the same period of 2023. Interest on loans and borrowings increased from $0.4 million in the first six months of 2022 to $0.9 million for the same period of 2023. The increases were due to an increase in interest rates in 2023 and an increase in the outstanding balance in the first six months of 2023 compared to the same period of 2022.

Kolibri Global Energy Inc. | 8 | Second Quarter 2023

Share based compensation

Share based compensation increased from $0.1 million in the second quarter of 2022 to $0.4 million for the same period of 2023. Share based compensation increased from $0.2 million in the first six months of 2022 to $0.4 million for the same period of 2023. The increases were due to stock option and restricted share unit grants made in the second quarter of 2023.

Net income for the period

The Company had net income of $4,268,000 ($0.12 per basic share) in the second quarter of 2023 compared to net income of $7,007,000 ($0.20 per share) for the same period of 2022. The change in net income in 2023 compared to the same period in 2022 is due to a decrease in revenue net of royalties of $2,314,000, an increase in depletion, depreciation and accretion of $1,288,000, an increase in stock based compensation of $324,000, an increase in interest on long term debt of $163,000, an increase in G&A expense of $177,000, partially offset realized and unrealized gains in financial commodity contracts in the second quarter of 2023 totaling $477,000 versus losses of $902,000 in the same period of 2022 and a decrease in operating expenses of $217,000.

The Company had net income of $12,164,000 ($0.34 per basic share) in the first six months of 2023 compared to net income of $4,551,000 ($0.13 per share) for the same period of 2022. The change in net income in 2023 compared to the same period in 2022 is due to an increase in revenue net of royalties of $6,432,000, realized and unrealized gains in financial commodity contracts in 2023 totaling $1,453,000 versus losses of $5,830,000 in the same period of 2022, partially offset by an increase in depletion, depreciation and accretion of $4,487,000, an increase in operating expenses of $429,000, an increase in interest on long term debt of $423,000, an increase in G&A expense of $421,000 and an increase in stock based compensation of $217,000.

Cash from operating activities

Cash flows from operating activities for the second quarter of 2023 was $6,013,000 compared to cash flows from operating activities of $8,314,000 for the same period in 2022. Cash flows from operating activities for the first six months of 2023 was $19,042,000 compared to cash flows from operating activities of $9,557,000 for the same period in 2022. The changes were due to the same reasons noted above.

CAPITAL EXPENDITURES

Capital expenditures for the first six months of 2023 were for the Barnes 8-1H well (operated, KEI 98% working interest), the Barnes 8-2H well (operated, KEI 98% working interest), the Barnes 8-3H well (operated, KEI 98% working interest) all in the Tishomingo field located in Oklahoma.

($000)		2023		2022
Additions to oil and gas properties	$	19,930	$	14,973
	$	19,930	$	14,973

Kolibri Global Energy Inc. | 9 | Second Quarter 2023

LIQUIDITY AND CAPITAL RESOURCES

(000s; other than number of shares and per share amounts)	At June 30, 2023			At December 31, 2022
Working Capital (Deficiency) (US$)	$	(8,274	)	$	(6,569	)
Loans and Borrowings (US$)	$	17,746		$	17,799
Borrowing capacity available from credit facility (US$)	$	21,842		$	6,842
Shares Outstanding, end of period		35,620,921			35,615,921
Market Price per share (in Canadian $)	$	5.56		$	3.98
Market Value of Shares (in Canadian $)	$	198,052		$	141,751

In May 2022, the Company’s US subsidiary amended the credit facility from BOK Financial, which is secured by the US subsidiary’s interests in the Tishomingo Field. The credit facility expires in June 2026 and is intended to fund the drilling of the Caney wells in the Tishomingo Field.

The borrowing base of the credit facility was increased to $40.0 million in May 2023 and the Company had an available borrowing capacity of $21.8 million at June 30, 2023. 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 2023. 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, share 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, 2023. At June 30, 2023, the Current Ratio of the US Subsidiary was 1.97 to 1.0 and the Maximum Leverage Ratio was 0.60 to 1.0 for the three months ended June 30, 2023. The Company is forecasting to be in compliance with the debt covenants for the next 12 months.

At June 30, 2023, loans and borrowings of $17.7 million (December 31, 2022: $17.8 million) are presented net of loan acquisition costs of $0.4 million (December 31, 2022: $0.4 million).

At June 30, 2023, the Company had working capital deficit of $8.3 million compared to a working capital deficit of $6.6 million at December 31, 2022. The Company had available borrowing capacity of $21.8 million which exceeded the working capital deficit by $13.5 million. The Company closely monitors its working capital and borrowing capacity to ensure adequate funds are available to finance its administrative and operating requirements. Planned drilling activity can be adjusted if adequate funds are not available and the Company has available borrowing capacity to manage its working capital requirements.

Kolibri Global Energy Inc. | 10 | Second Quarter 2023

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

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities of financial liabilities, excluding estimated interest payments at June 30, 2023:

($000s)		Carrying
		amount			2023			2024			Thereafter
Liabilities
Lease payable	$	(1,323	)	$	(456	)	$	(818	)	$	(49	)
Loans and borrowings*	$	(17,746	)		-			-		$	(17,746	)
Trade and other payables	$	(13,075	)	$	(13,075	)		-			-
	$	(32,144	)	$	(13,531	)	$	(818	)	$	(17,795	)

* The Credit Facility provides for interest only payments until the September 2026 maturity date. The Company is required to repay amounts owing under the Credit Facility in full on the September 2026 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. | 11 | Second Quarter 2023

QUARTERLY SUMMARY

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

	2023				2022								2021
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Daily Production
Oil (BOPD)		1,821		2,431		1,551		1,252		1,439		714		638		641
Natural gas (MCFPD)		1,397		2,138		969		1,083		1,271		922		825		845
NGLs (BOEPD)		361		407		155		269		277		186		155		178
Average production (BOEPD)		2,415		3,194		1,868		1,702		1,928		1,054		931		960

	2023				2022								2021
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Average Price
Oil ($/bbl)		72.33		74.40		80.42		93.52		109.74		96.17		75.80		69.61
Natural gas ($/mcf)		1.83		4.24		6.71		10.24		6.48		4.71		5.49		4.12
NGL ($/bbl)		15.97		26.77		26.66		35.33		40.82		32.25		40.56		34.36
Average price ($/bbl)		58.00		62.87		72.47		80.89		92.02		74.97		63.56		56.49

	2023				2022								2021
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Netback(1)
Average price ($/BOE)		58.00		62.87		72.47		80.89		92.02		74.97		63.56		56.49
Royalties		11.98		13.16		15.83		17.96		21.19		16.50		13.89		12.22
Operating expenses (4)		6.05		6.04		8.25		7.77		7.77		9.56		8.79		8.40
Netback from operations(1)		39.97		43.67		48.39		55.16		63.06		48.91		40.88		35.87
Price adjustment from commodity contracts		-1.37		-1.44		-2.34		-5.47		-9.40		-12.03		-11.89		-8.83
Netback including commodity contracts(1)		38.60		42.23		46.05		49.69		53.66		36.88		28.99		27.04

Kolibri Global Energy Inc. | 12 | Second Quarter 2023

	2023				2022								2021
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Net operating income(2)
Oil and gas revenue		12,746		18,074		12,455		12,666		16,114		7,111		5,444		4,989
Royalties		2632		3781		2,721		2,813		3,717		1,564		1,190		1,079
Operating expenses		1,147		1,553		1,417		1,216		1,364		907		753		742
		8,967		12,740		8,317		8,637		11,033		4,640		3,501		3,168

	2023				2022									2021
($000, except as noted)	Q2		Q1		Q4		Q3		Q2		Q1			Q4		Q3
Net income (loss)		4,268		7,896		2,793		9,299		7,007		(2,456	)		71,002		608
Basic income (loss) ($/share)		0.12		0.22		0.08		0.26		0.20		(0.07	)		3.05		0.03
Adjusted EBITDA(3)		7,646		11,396		6,854		6,874		8,572		2,812			1,861		1,737
Cash flows from operating activities		6,013		13,030		6,078		6,387		8,314		1,243			1,812		1,529
Bank debt		17,819		17,819		17,799		15,855		15,907		16,143			16,866		17,446
Total assets		196,655		188,023		184,082		172,634		169,193		160,882			157,016		79,373

(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 $182,625 in the second quarter of 2023 and $365,250 in the first six months of 2023 that are accounted for as a lease under IFRS 16 as of January 1, 2023.

Kolibri Global Energy Inc. | 13 | Second Quarter 2023

Quarterly Variability

Fluctuations in quarterly results are due to a number of factors, some of which are not within the Company’s control such as:

● Oil, gas and NGL price changes due to volatile market conditions related to the current conflict between Russia and Ukraine

● Changes in production resulting from fluctuations in drilling and completions and shut-in of wells

● Production increases from new wells that begin producing

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 consolidated 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 consolidated 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.

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.

Kolibri Global Energy Inc. | 14 | Second Quarter 2023

Asset retirement obligations

The provisions 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.

Derivative instruments

The estimated fair value of derivative financial instruments resulting in financial assets and liabilities, by their very nature is subject to estimation, due to the use of future oil and natural gas prices and the volatility in these prices.

Compensation costs

Compensation costs recognized for share based compensation plans are subject to the estimation of what the ultimate payout will be using pricing models such as Black-Scholes model which is based on assumptions such as volatility, forfeiture rate, interest rate and expected term.

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.

Liquidity

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 flow 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.

OUTSTANDING SHARE DATA

There were 35,622,587, 35,620,921 and 35,615,921 common shares outstanding as of August 3, 2023, June 30, 2023 and December 31, 2022, respectively. The Company had 867,634, 869,300 and 776,000 stock options outstanding as of August 3, 2023, June 30, 2023 and December 31, 2022, respectively. The Company had 119,140, 119,140, and 0 restricted share units (RSUs) granted as of August 3, 2023, June 30, 2023 and December 31, 2022, respectively.

Kolibri Global Energy Inc. | 15 | Second Quarter 2023

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

● 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

● the ability to fund wells drilled in non-operated sections of the Tishomingo field

● the uncertainty of pipeline repairs leading to temporary shutting-in of wells

● 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, 2022. 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.sedar.com.

The Company seeks to mitigate these risks by:

● maintaining product mix to manage exposure to commodity price risk

● 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 flow

● reviewing proposed changes in applicable government regulations and laws to assess the impact on the Company’s operations

Kolibri Global Energy Inc. | 16 | Second Quarter 2023

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.

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, 2023 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, 2023.

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 utilizing cash flows from operating activities and potentially its available borrowing capacity under its credit facility. In addition, the Company continues to utilize its technical and operational expertise to identify and acquire additional oil, gas and clean energy projects.

NON-GAAP MEASURES

The Company’s Non-GAAP Measures are not measures or ratios recognized under IFRS 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 from operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, 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 flow 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 and therefore, may not be comparable to similar measures or ratios used by other companies and should not be used to make comparisons.

Kolibri Global Energy Inc. | 17 | Second Quarter 2023

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,
	2023			2022			2023			2022
Net income		4,268			7,007			12,164			4,551
Adjustments:
Finance income		(777	)		(747	)		(2,167	)		(10	)
Finance expense		724			1,869			1,673			6,279
Share based compensation		356			32			374			157
General and administrative expenses		1,021			844			1,951			1,530
Depletion, depreciation and amortization		3,375			2,087			7,713			3,226
Other income		-			(28	)		(1	)		(29	)
Operating netback		8,967			11,064			21,707			15,704
Netback from operations per BOE		39.97			63.06			42.07			58.11

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,
		2023	2022		2023	2022
Oil and gas revenue, net of royalties		10,114	12,428		24,407	17,975
Operating expenses		1,147	1,364		2,700	2,271
Net operating income		8,967	11,064		21,707	15,704

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:

Kolibri Global Energy Inc. | 18 | Second Quarter 2023

(US $000)	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Net income		4,268			7,007			12,164			4,551
Depletion and depreciation		3,375			2,087			7,713			3,226
Accretion		44			6			89			12
Interest expense		375			212			860			437
Unrealized (gain) loss on commodity contracts		(777	)		(746	)		(2,167	)		3,040
Share based compensation		356			32			374			157
Interest income		-			(1	)		-			(3	)
Other income		-			(28	)		(1	)		(29	)
Foreign currency loss (gain)		5			3			10			(7	)
Adjusted EBITDA		7,646			8,572			19,042			11,384

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.

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.

Kolibri Global Energy Inc. | 19 | Second Quarter 2023

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 2023, 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.sedar.com.

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

Kolibri Global Energy Inc. | 20 | Second Quarter 2023

CORPORATE INFORMATION

DIRECTORS AND OFFICERS	AUDITORS
	KPMG LLP
David Neuhauser 1,2,3,5	Calgary, AB
Director, Chairman of the Board
	BANKERS
Eric Brown 1,2,4,5	Amegy Bank National Association
Director	Denver, CO, USA
Leslie O’Connor 2,3,4,5	HSBC Bank Canada
Director	Calgary, AB
Evan Templeton1,3	BOK Financial
Director	Tulsa, OK
Wolf Regener 4
Director, President and Chief Executive Officer
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
(Over the Counter OTC) QX	Telephone: (805) 484-3613
Trading Symbol: KGEIF	Fax: (805) 484-9649
LEGAL COUNSEL	CANADIAN OFFICE
DuMoulin Black LLP	10th Floor, 595 Howe Street
Vancouver, BC	Vancouver, BC, Canada V6C 2T5
	Telephone (604) 687-1224
	Fax: (604) 687-3635

Kolibri Global Energy Inc. | 21 | Second Quarter 2023

EX-99.24

Exhibit 99.24

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, 2023.

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, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 3, 2023

“Wolf Regener”

Wolf Regener

Chief Executive Officer

EX-99.25

Exhibit 99.25

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, 2023.

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, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 3, 2023

“Gary Johnson”

Gary Johnson

Chief Financial Officer

EX-99.26

Exhibit 99.26

 

EX-99.27

Exhibit 99.27

KOLIBRI GLOBAL ENERGY INC.

3623 Old Conejo Road, Suite 207

Newbury Park, California 91320

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Kolibri Global Energy Inc. (the “Company”) will be held at 10th Floor – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, on Tuesday, July 19, 2022 at the hour of 09:00 a.m. (local time in the City of Vancouver, British Columbia), and any adjournments thereof, for the following purposes:

1.	to receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2021;
2.	to fix the number of directors at five (5);
3.	to elect directors for the ensuing year;
4.	to appoint the auditors for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditors;
5.	to consider and, if thought appropriate, to approve an ordinary resolution confirming, ratifying and approving the Company’s Restricted Share Unit Plan, as more particularly described in the management information circular accompanying this notice of meeting; and
6.	to transact such further or other business as may properly come before the meeting and any adjournments thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice of meeting.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, although we plan to hold an in-person meeting, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the meeting and DO NOT attend the meeting in person. Only the matters referred to in the accompanying Notice of Meeting will be addressed at the meeting.

Shareholders can join the meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the meeting.

DATED this 13^th day of June, 2022.

By Order of the Board of Directors of

Kolibri Global Energy Inc.

“Wolf Regener”

WOLF REGENER

President and Chief Executive Officer

EX-99.28

Exhibit 99.28

Notice of Meeting

and

Management Information Circular

with respect to the

Annual General Meeting

of Shareholders of

Kolibri Global Energy Inc.

to be held on July 19, 2022

Dear Shareholder:

You are invited to attend the Annual General Meeting of Shareholders of Kolibri Global Energy Inc. to be held at 10th Floor – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, on Tuesday, July 19, 2022 at the hour of 09:00 a.m. (local time in the city of Vancouver, British Columbia).

The business of the meeting is described in the accompanying Notice of Meeting and Management Information Circular.

Your participation in the meeting is important regardless of the number of shares you hold. If you cannot attend the meeting, please vote by completing, signing and dating the form of proxy or voting instruction form accompanying this notice of meeting and returning the same within the time and in the manner set out in the form of proxy or voting instruction form.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, although we plan to hold an in-person meeting, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the meeting and DO NOT attend the meeting in person. Only the matters referred to in the accompanying Notice of Meeting will be addressed at the meeting.

Shareholders can join the meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the meeting.

“David Neuhauser”	“Wolf Regener”
DAVID NEUHAUSER	WOLF REGENER
Chairman of the Board	President & Chief Executive Officer

KOLIBRI GLOBAL ENERGY INC.

3623 Old Conejo Road, Suite 207

Newbury Park, California 91320

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Kolibri Global Energy Inc. (the “Company”) will be held at 10th Floor – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, on Tuesday, July 19, 2022 at the hour of 09:00 a.m. (local time in the City of Vancouver, British Columbia), and any adjournments thereof, for the following purposes:

1.	to receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2021;
2.	to fix the number of directors at five (5);
3.	to elect directors for the ensuing year;
4.	to appoint the auditors for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditors;
5.	to consider and, if thought appropriate, to approve an ordinary resolution confirming, ratifying and approving the Company’s Restricted Share Unit Plan, as more particularly described in the management information circular accompanying this notice of meeting; and
6.	to transact such further or other business as may properly come before the meeting and any adjournments thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice of meeting.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, although we plan to hold an in-person meeting, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the meeting and DO NOT attend the meeting in person. Only the matters referred to in the accompanying Notice of Meeting will be addressed at the meeting.

Shareholders can join the meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the meeting.

DATED this 13^th day of June, 2022.

By Order of the Board of Directors of

Kolibri Global Energy Inc.

“Wolf Regener”

WOLF REGENER

President and Chief Executive Officer

KOLIBRI GLOBAL ENERGY INC.

3623 Old Conejo Road, Suite 207

Newbury Park, California 91320

MANAGEMENT INFORMATION CIRCULAR

(Unless otherwise indicated, all information is as at June 13, 2022)

The Company is providing this information circular (the “Information Circular”) and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the “Meeting”) of the Company to be held on Tuesday, July 19, 2022 and at any adjournments thereof. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

Unless otherwise indicated, dollar figures in this Information Circular are in U.S. currency. Canadian dollars are referred to as “C$” herein.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the Meeting and DO NOT attend the Meeting in person.

Shareholders can join the Meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the Meeting.

On May 16, 2022, the Company announced that it had completed a consolidation of all of its issued and outstanding common shares (“Shares”) on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidation Shares held. The figures in this Information Circular are presented on a post-consolidated basis.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

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VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1; or sent by fax to Computershare Trust Company of Canada, Proxy Department at 1-866-249-7775 within North America or (416) 263-9524 outside North America, not later than two business days, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NOTICE-AND-ACCESS

The Company is not sending this Information Circular to registered or beneficial shareholders using “notice-and-access” as defined under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) of the Canadian Securities Administrators.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the Shares they own are not registered in their names but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “Nominee”). If you purchased your Shares through a broker, you are likely to be a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders. Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

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If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In accordance with the requirements of NI 54-101, the Company has elected to send the Meeting materials directly to “non-objecting beneficial owners” (“NOBOs”). If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Company intends to pay for an intermediary to deliver to “objecting beneficial owners” (or “OBOs”) the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournments thereof, or with the chairman of the Meeting on the day of the Meeting.

Only registered shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Shares without par value, of which 35,615,921 Shares are issued and outstanding as of at June 13, 2022, the record date for the Meeting (the “Record Date”). Persons who are registered shareholders at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company has only one class of shares currently issued and outstanding.

To the knowledge of the directors and executive officers of the Company, except as disclosed below, no person beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all Shares of the Company:

Shareholder	Number of Shares			Percentage of Issued Capital (%)
Livermore Partners LLC(1)		4,955,957			13.9	%
Polygon Global Partners LLP		4,554,353	(2)		12.8	%
Harrington Global Opportunities Fund Limited		4,077,050	(3)		11.5	%

(1)	The managing director of Livermore Partners LLC is David Neuhauser, a director of the Company, who exercises control or direction over the Shares owned by Livermore Partners LLC.
(2)	Estimated on a post-consolidation basis based on Polygon Global Partner LLP’s alternative monthly report dated February 10, 2022.
(3)	Estimated on a post-consolidation basis based on Harrington Global Opportunities Fund Limited’s SEDI filings.

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BUSINESS OF THE ANNUAL GENERAL MEETING

Receipt of the Financial Statements and Auditors’ Report

The consolidated financial statements of the Company for the year ended December 31, 2021 and the auditors’ report thereon will be placed before the shareholders at the Meeting.

If you wish to receive interim and/or annual financial statements from the Company you are encouraged to send the enclosed return card to Computershare Investor Services Inc. at the address set forth on the return card.

Election of Directors

The directors of the Company are elected at each annual meeting and hold office until the next annual meeting or until their successors are appointed.

Shareholder approval will be sought to fix the number of directors of the Company at five (5).

The Company has an Audit Committee, a Compensation Committee, a Corporate Governance Committee, a Health, Safety and Environmental (“HS&E”) Committee and a Reserves Committee.

Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individuals, is as follows:

Name, Jurisdiction of Residence and Position	Principal Occupation, Business or Employment	Previous Service as a Director	Number of Shares beneficially owned, or controlled or directed, directly or indirectly(6)
David Neuhauser(1)(2)(3)(5) Illinois, USA Director	Founder and Managing Director of Livermore Partners LLC	Since November 1, 2016	4,955,957(9)
Eric Brown(1)(2)(3)(4)(5) British Columbia, Canada Director	President, E M Brown Consulting Corporation	Since May 26, 2008	63,592(7)
Leslie O’Connor(1)(2)(3)(4)(5) Colorado, USA Director	Associate of MHA Petroleum Consultants, LLC since February 2017. Managing Partner of MHA Petroleum Consultants, LLC between May 2006 and February 2017.	Since April 11, 2014	3,859
Wolf Regener(4) California, USA President, CEO and Director	President and CEO of the Company since May 27, 2008	Since May 25, 2010	305,522(8)
Evan Templeton New York, USA Proposed Director	Managing Director, Odinbrook Global Advisors LLC from April 2020 to present. Principal, WestOak Advisors LLC from January 2020 to present. Managing Director, Leveraged Credit Strategy, Jefferies LLC from April 2005 to March 2019.	N/A	Nil

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Corporate Governance Committee.
(4)	Member of the HS&E Committee.
(5)	Member of the Reserves Committee.
(6)	Shares beneficially owned, or controlled or directed, directly or indirectly, as at the Record Date, based upon information furnished to the Company by individual directors.
(7)	38,433 Shares held through E M Brown Consulting Corp., a company controlled by Mr. Brown.
(8)	178,696 Shares held through Regener Family Trust; 89,633 Shares held through W&L Regener Family Trust; and 21,833 Shares held through Oil Guys, Inc, each of which are entities controlled by Mr. Regener.
(9)	David Neuhauser exercises control or direction over 4,955,957 Shares owned by Livermore Partners LLC.

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Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote for the fixing of the number of directors at five (5) and for the director nominees listed herein.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

The Board believes that each director should have the confidence and support of the shareholders of the Company. To this end, the Board has unanimously adopted an Amended and Restated Majority Voting Policy and future nominees for election to the Board will be required to confirm that they will abide by this Amended and Restated Majority Voting Policy. Readers are referred to the full text of the policy, which is set out at Schedule “B” to this Information Circular.

To the knowledge of the Company, except as set out below, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any company (including the Company) that:

(i)

was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii)

was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

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(c)	has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d)	has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e)	has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Certain directors of the Company are presently directors of other reporting issuers (see “Participation of Directors in Other Reporting Issuers”).

Appointment of Auditors

The shareholders will be asked to vote for the appointment of KPMG LLP, Chartered Professional Accountants, of Calgary, Alberta, as auditors of the Company until the close of the next annual meeting, at such remuneration as may be approved by the Board. KPMG were first appointed auditors of the Company in May 2008.

Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote for the appointment of KPMG LLP, Chartered Professional Accountants as auditors of the Company.

EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS

The following Compensation Discussion and Analysis is intended to provide information about the Company’s philosophy, objectives and processes regarding compensation for the executive officers of the Company. It explains how decisions regarding executive compensation are made and the reasoning behind these decisions.

Compensation Philosophy and Objectives of Compensation Programs

To achieve the Company’s objectives, the Company believes it is critical to create and maintain compensation programs that attract and retain committed, highly-qualified personnel and to motivate them to assist in the achievement of the Company’s business objectives, by providing appropriate rewards and incentives.

The Company’s compensation program is designed to reward performance that contributes to the achievement of the Company’s business strategy on both a short-term and long-term basis, without unduly increasing the risks associated with the Company’s business and its business strategy. In furtherance of the foregoing the Company strives to reward qualities that it believes help achieve its strategy such as teamwork, individual performance in light of general economic and industry specific conditions, efforts to mitigate the business, financial and other risks facing the Company, integrity and resourcefulness, the ability to manage the Company’s existing assets, the ability to identify and pursue new business opportunities, responsibility and accountability, and tenure with the Company.

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Risk-Management Implications

The Compensation Committee exercises both positive and negative discretion in relation to compensation and the allocation of ‘at-risk’ compensation (being cash bonuses and securities-based compensation), to encourage and reward performance that does not increase, and where practical mitigates, the Company’s exposure to business and financial risks including those identified in the Company’s Annual Information Form and Management’s Discussion and Analysis. The nature of the business and the competitive environment in which the Company operates requires some level of risk-taking to achieve growth. The following aspects of the Company’s executive compensation program are designed to encourage practices and activities that should enhance long-term value and sustainable growth and limit incentives that could encourage inappropriate or excessive risk-taking:

● an annual cash bonus target, determined as a percentage of an executive’s annual salary, that may be earned in a calendar year;

● staged vesting over a two or three year period of stock options granted to executives with a maximum of one-third vesting per annum; and

● staged vesting over a three year period of restricted share units.

The Compensation Committee regularly considers risks associated with the Company’s compensation policies and practices. The Compensation Committee has not identified compensation policies or practices that are reasonably likely to have a material adverse effect on the Company.

The Company has adopted a policy prohibiting Named Executive Officers (as defined below) or directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by Named Executive Officers or directors.

Compensation Mix

The Company compensates its executive officers through base salary, cash bonuses, the award of stock options under the Company’s stock option plan (the “Option Plan”) and the award of restricted share units under the Company’s restricted share units plan (the “RSU Plan”) at levels which the Compensation Committee believes are reasonable in light of the performance of the Company under the leadership of the executive officers. The objective of the compensation program is to provide a combination of short, medium and long term incentives that reward performance and also are designed to achieve retention of high-quality executives. No bonuses were paid by the Company to its Named Executive Officers for the year ended December 31, 2021.

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The following table provides an overview of the elements of the Company’s compensation program.

Compensation Element	Award Type	Objective	Key Features
Base Salary	Salary	Provides a fixed level of regularly paid cash compensation for performing day-to-day executive level responsibilities.	Recognizes each officer’s unique value and historical contribution to the success of the Company in light of salary norms in the industry and the general marketplace.
Annual Cash Bonuses	Annual non-equity incentive plan	Motivates executive officers to achieve key corporate objectives by rewarding the achievement of these objectives.	Discretionary cash payments recommended to the Board by the Compensation Committee based upon contribution to the achievement of corporate objectives and individual performance.
Long-Term Incentives	Option-based and share-based awards	Long-term, equity-based, incentive compensation that rewards long-term performance by allowing executive officers to participate in the long-term appreciation of the Company’s Shares. The Compensation Committee believes that the granting of stock options and/or restricted share units is required in order for the Company to be competitive with its peers from a total remuneration standpoint and to encourage executive officer retention.	Annual and special incentive stock option awards granted as determined by the Board, typically based on recommendations from the Compensation Committee. Options are granted at market price, generally vesting over two or three years and having a term of five years. Restricted share units vest over a three-year period.

The Named Executive Officers are also eligible to participate in the same benefits offered to all full-time employees. The Company does not view these benefits as a significant element of its compensation structure but does believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

Assessment of Compensation

In determining appropriate levels of executive compensation the Compensation Committee utilizes publicly available compensation surveys and information contained within annual proxy circulars. The Compensation Committee also takes into account recommendations made by the Chief Executive Officer in respect of the Named Executive Officers (other than himself). In reviewing comparative data, the Compensation Committee does not engage in benchmarking for the purposes of establishing compensation levels relative to any predetermined point. In the Compensation Committee’s view, external and third-party survey data provides an insight into external competitiveness, but is not an appropriate single basis for establishing compensation levels. This is primarily due to the differences in the size, scope and location of operations of comparable corporations and the lack of sufficient appropriate matches to provide statistical relevance.

Salary: Base salary is intended to compensate core competences in the executive role relative to skills, experience and contribution to the Company. Base salary provides fixed compensation determined by reference to competitive market information. The Compensation Committee believes that salaries should be competitive and, as such, should provide the executive officers with an appropriate compensation that reflects their level of responsibility, industry experience, individual performance and contribution to the growth of the Company. The 2021 base salaries of the Named Executive Officers of the Company disclosed in the “Summary Compensation Table”, were established primarily on this basis.

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Annual Cash Bonuses: Bonuses are paid at the discretion of the Board on recommendation of the Compensation Committee, based upon the performance of the individual, achievement of corporate objectives and the individual executive’s contribution thereto. Bonuses awarded by the Compensation Committee are intended to be competitive with the market while rewarding executive officers for meeting qualitative goals, including delivering near-term financial and operating results, developing long-term growth prospects, improving the efficiency and effectiveness of business operations and building a culture of teamwork focused on creating long-term shareholder value. Consistent with the flexible nature of the annual bonus program, the Compensation Committee does not assign any specific weight to any particular performance goal. The Board can exercise discretion to award compensation absent attainment of a pre-determined performance goal, or to reduce or increase the size of a bonus award. To date, the Board has not exercised its discretion to award a bonus absent attainment of applicable performance goals. The Compensation Committee considers not only the Company’s performance during the year with respect to the qualitative goals, but also with respect to market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances. In sum, the Compensation Committee analyzes the total mix of available information on a qualitative, rather than quantitative, basis in making bonus determinations. Target bonuses for Named Executive Officers may be exceeded if an executive officer is instrumental in the achievement of favourable milestones in addition to pre-determined objectives, and in circumstances where an executive’s individual commitment and performance is exceptional.

Long-Term Incentives: The allocation of stock options and restricted share units, and the terms thereof, are integral components of the compensation package of the executive officers of the Company. The Company’s Option Plan and RSU Plan are in place for the purpose of providing equity-based compensation to its officers, employees and consultants. The Compensation Committee believes that the grant of options and restricted share units to the executive officers serve to motivate achievement of the Company’s long-term strategic objectives and the result will benefit all shareholders of the Company. Stock options and restricted share units are awarded to employees of the Company (including the directors and Named Executive Officers) by the Board based in part upon the recommendation of the Compensation Committee, which bases its recommendations in part upon recommendations of the Chief Executive Officer relative to the level of responsibility and contribution of the individuals toward the Company’s goals and objectives.

To date, stock options granted to Named Executive Officers generally vest in tranches of one-third at the time of grant (subject to any applicable probationary period) and one-third on each of the first and second anniversary date of grant. The Compensation Committee exercises its discretion to adjust the number of stock options and restricted share units awarded based upon its assessment of individual and corporate performance and the anticipated future hiring requirements of the Company. Also, the Compensation Committee considers the overall number of stock options and restricted share units that are outstanding relative to the number of outstanding Shares of the Company and the overall number of stock options and restricted share units held by each individual optionee relative to the number of stock options and restricted share units that are available under the Option Plan and RSU Plan in determining whether to make any new grants of stock options and restricted share units and the size of such grants. The granting of specific options and share units to Named Executive Officers are generally reviewed by the Compensation Committee for recommendation to the Board for final approval. To date, the Compensation Committee has not recommended the grant of any restricted share units to Named Executive Officers or directors of the Company.

Performance Analysis

The following graph compares the yearly change in the cumulative total shareholder return for the Company’s five most recently completed financial years, assuming an investment of C$100 was made on January 1, 2017 in the Shares, with the cumulative total return of the S&P/TSX Composite Index for the comparable period.

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The trend in the Company’s share price shown in the above graph corresponds approximately to the Company’s compensation to its Named Executive Officers during the same periods.

The Compensation Committee reviews and recommends to the Board the remuneration of the Company’s Named Executive Officers. The Compensation Committee’s recommendations are based on a number of factors, including the Company’s performance as measured by the advancement of business objectives, which performance is not necessarily reflected in the trading price of the Shares on the Toronto Stock Exchange (the “TSX”). See “Compensation Discussion and Analysis” above. The trading price of the Shares on the TSX is subject to fluctuation based on a number of factors, many of which are outside the control of the Company. These include, but are not limited to, fluctuations and volatility in commodity prices for crude oil, natural gas and natural gas liquids, fluctuations and volatility in foreign exchange rates, global economic conditions, changes in government, environmental policies, legislation and royalty regimes, and other factors, some of which are disclosed and discussed under the heading “Principal Business Risks” in the Company’s most recently filed annual and interim Management’s Discussion and Analysis and under the heading “Risk Factors” in the most recently filed Annual Information Form of the Company, all of which are available for viewing under the Company’s profile at www.sedar.com.

Compensation Governance

The Company’s executive compensation program is administered by the Compensation Committee, which is currently comprised solely of independent directors. During the fiscal year ended December 31, 2021, the Compensation Committee was comprised of Messrs. David Neuhauser, Eric Brown and Leslie O’Connor. Each member of the Compensation Committee is independent, as defined by applicable securities legislation, and is experienced in dealing with compensation matters by virtue of having previously held senior executive or similar positions requiring such individuals to be directly involved in establishing compensation philosophy and policies and in determining overall compensation of executives.

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As part of its mandate, the Compensation Committee reviews and recommends to the Board the remuneration of the Company’s senior executive officers. The Compensation Committee is also responsible for reviewing the Company’s compensation policies and guidelines generally. During 2021, the Compensation Committee held one (1) formal meeting and several informal meetings to address compensation matters including matters relating to hiring decisions and option awards.

The Compensation Committee has a written mandate that sets out the Compensation Committee’s structure, operations, and responsibilities. Among other things, the mandate requires the Board to appoint to the Compensation Committee three or more directors who meet the independence and experience requirements of applicable securities laws and stock exchange policies, as determined by the Board. The chair of the Compensation Committee may be designated by the Board or, if it does not do so, the members of the Compensation Committee may elect a chair by majority vote. Decisions at Committee meetings are decided by a majority of votes cast. The mandate also grants the Compensation Committee access to officers, employees and information of the Company and the authority to engage independent counsel and advisors as it deems necessary to perform its duties and responsibilities. The mandate of the Compensation Committee is described under “Corporate Governance Practices - Compensation of Directors and the Chief Executive Officer”.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 Statement of Executive Compensation) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company in respect of the following individuals (each, a “Named Executive Officer” or “NEO”)::

(a)	each individual who acted as CEO or CFO for all or any portion of the most recently completed financial year,
(b)	each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, (other than the CEO and the CFO), whose total compensation was, individually, more than $150,000 for the most recently completed financial year, and
(c)	any individual who would have satisfied these criteria but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year.

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						Non-Equity Incentive Plan Compensation
Name and Principal Position	Year	Salary ($)		Share Based Awards ($)	Option- Based Awards (1)(2) ($)	Annual Incentive Plans(3) ($)	Long-Term Incentive Plans ($)	Pension Value ($)	All Other Comp- ensation(4) ($)	Total Comp- ensation ($)
Wolf Regener(5)	2021		313,000	Nil	Nil	Nil	Nil	Nil	Nil		313,000
President and Chief	2020		326,000	Nil	Nil	Nil	Nil	Nil	Nil		326,000
Executive Officer	2019		387,400	Nil	Nil	Nil	Nil	Nil	Nil		387,400
Gary Johnson	2021		247,200	Nil	Nil	Nil	Nil	Nil	Nil		247,200
Chief Financial Officer	2020		257,500	Nil	Nil	Nil	Nil	Nil	Nil		257,500
and Vice President	2019		306,000	Nil	Nil	Nil	Nil	Nil	Nil		306,000

(1)	Represents options to purchase Shares of the Company, with each option upon exercise entitling the holder to acquire one Share. The grant date fair value has been calculated in accordance with Section 3870 of the CICA Handbook. The value of option-based awards was determined using the Black-Scholes option pricing model. These options were granted, and the Company’s Share trading price is reported in, Canadian dollars. All amounts above are in US$, calculated using the currency rates in effect on the date of grant.
(2)	The actual value of the options granted to the Named Executive Officers will be determined based on the market price of the Shares at the time of exercise of such options, which may be greater or less than grant date fair value reflected in the table above. See “Outstanding Share-Based and Option-Based Awards - Named Executive Officers”.
(3)	Annual Incentive Plan amounts represent discretionary cash bonuses earned in the year noted but paid in the following year. See “Compensation Discussion and Analysis”. As of the date of this Information Circular, no cash bonuses were awarded for 2021.
(4)	“Nil” indicates perquisites and other personal benefits did not exceed C$50,000 or 10 percent of the total of the annual salary of the Named Executive Officer during the reporting period. “All Other Compensation” includes perquisites and other benefits including vehicle allowance, parking, life insurance premiums and club membership fees.
(5)	Wolf Regener was appointed as Chief Executive Officer on May 27, 2008. Mr. Regener also serves as a director of the Company and was first elected by shareholders on May 25, 2010.

Outstanding Share-Based Awards and Option-Based Awards - Named Executive Officers

The following table sets forth information with respect to all outstanding stock options granted under the Option Plan and all outstanding restricted share units under the RSU Plan to the Named Executive Officers, as at December 31, 2021.

Option-Based Awards

Share-based Awards

Number of Securities Underlying Unexercised Options (#)(1)

Option Exercise Price (US(2)/C$)

Option Expiration Date

Value of Unexercised In-the-Money Options (US/C$)(3)

Number of shares or units of shares that have not vested (#)

Market or payout value of share-based awards that have not vested (S)

Market or payout value of vested share-based awards not paid out or distributed (s)

Wolf Regener

32,500

4.50/5.70

April 25, 2023

Nil/Nil

Nil

Nil

Nil

Gary Johnson

22,500

4.50/5.70

April 25, 2023

Nil/Nil

Nil

Nil

Nil

(1)	Options granted to Named Executive Officers are typically subject to vesting on the basis that one-third of the number granted vest on the date of grant, a further one-third vest on the first anniversary of the date of grant and the remaining third vest on the second anniversary of the date of grant.
(2)	These options were granted, and the Company’s Share trading price is reported, in Canadian dollars. On December 31, 2021, the last trading day of the financial year, the exchange rate as reported by the Bank of Canada was US$0.7888 = C$1.00.
(3)	Calculated based on the closing price of the Company’s Shares of C$0.75 (US$0.59) on December 31, 2021, the last trading day of the financial year.

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards under the Option Plan and the RSU Plan to the Named Executive Officers of the Company that vested during the period ending December 31, 2021 and bonuses awarded to Named Executive Officers, for the financial year ending December 31, 2021.

Name	Option-Based Awards - Value Vested During Year (1)(2)	Share-Based Awards - Value Vested During Year	Non-Equity Incentive Plan Compensation- Value Earned During Year
	(US$/C$)	(C$)	(US$/C$)
Wolf Regener	Nil/Nil	N/A	Nil/Nil
Gary Johnson	Nil/Nil	N/A	Nil/Nil

(1)	This amount is the dollar value that would have been realized if the options held by such individual had been exercised on the vesting date(s). This amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
(2)	This amount is the dollar value realized computed by multiplying the number of Shares by the market value of the underlying shares on the vesting date.

Additional information regarding the significant terms of the Company’s Option Plan and the Company’s RSU Plan is provided under “Stock Option Plan” and “RSU Plan” below.

Pension Plan Benefits

The Company has not established a pension plan for the benefit of its executive officers that provides for payments or benefits at, following, or in connection with retirement.

Deferred Compensation Plans

The Company does not have any deferred compensation plans relating to a Named Executive Officer.

Employment Agreements and Termination and Change of Control Benefits

Wolf Regener is employed by the Company as President and Chief Executive Officer. His salary for 2021 was $313,000 per annum. Mr. Regener’s salary was reduced by 20% in March of 2020. His employment contract provides for a severance payment upon termination of his employment either (a) without cause, or (b) on a “Change of Control”, being an event resulting in new persons possessing more than 50% of the voting power of the Company or any successor company, and where one of the following circumstances occurs within twenty-four (24) months of such event: (i) he is terminated without cause; (ii) his working location is transferred to a location more than fifty (50) miles from the Company’s current place of business in Newbury Park, California; (iii) he is demoted to a position of lesser seniority or authority; or (iv) his base salary is reduced to an annual amount at least 25% less than his base salary prior to the acquisition (together, the “triggering events”). Upon occurrence of either of these events, the Company will pay Mr. Regener a severance payment in the amount of twenty-four (24) months’ pay calculated on the basis of his base salary at the time of his termination, payable in accordance with the Company’s standard payroll schedule. The Company will also reimburse his health care premiums for twenty-four (24) months of medical benefits. In the event of the termination of his employment upon either of the above events, all stock options then held by him will immediately vest and will remain exercisable until the earlier of the expiry date of the said options and the date which is twenty-four (24) months immediately following the date upon which such notice of termination is delivered by the Company. Assuming a triggering event took place on December 31, 2020, the incremental payments, payables and benefits that Mr. Regener would be entitled to are $626,000 plus approximately $109,100 in benefits (amount of premiums and vacation pay). Mr. Regener would also be entitled to the amount of any bonus awarded but not then paid.

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Gary Johnson is employed by the Company as Chief Financial Officer and Vice President. His salary in 2020 was $247,200 per annum. Mr. Johnson’s salary was reduced by 20% in March of 2020. If Mr. Johnson’s employment agreement is terminated without cause or upon a Change of Control (which is defined, in this instance, as an event in which a person or group acquires more than 50% of the Company’s outstanding capital stock, the sale of all or substantially all of the assets of the Company, or the removal of more than 50% of the then incumbent directors of the Company or the election of a majority of members of the board who were not nominees of the Company’s incumbent board at the time immediately preceding such election, and where one of the following occurs within twelve (12) months of such event: (i) his working location is transferred to a location more than fifty (50) miles from the Company’s current place of business in Newbury Park, California; (ii) there is a material diminution in his authorities, duties or responsibilities; or (iii) his gross base salary is reduced by at least 10%) his employment contract entitles him, in addition to his final pay and benefits and accrued paid time off through the last date of employment, to the following payments upon termination: a severance payment of twelve (12) months’ pay calculated on the basis of his base salary at the time of his termination, payable in accordance with the Company’s standard payroll schedule and reimbursement for group health coverage for twelve (12) months. In addition, under the Company’s stock option plan, in the event of Change of Control all stock options then held will immediately vest and, in the event of a termination without cause, all stock options will remain exercisable until the earlier of the expiry date and the date which is ninety (90) days immediately following the date upon which such notice of termination is delivered by the Company. Assuming a termination without cause or a Change of Control took place on December 31, 2020, the incremental payments, payables and benefits that Mr. Johnson would be entitled to as at such date is $247,200 plus approximately $63,300 in benefits (vacation pay and medical benefits). Mr. Johnson would also be entitled to any bonus awarded and not then paid.

The Company’s Option Plan agreements, including those agreements with the Named Executive Officers, contain a provision that if a Change of Control occurs, all option shares subject to outstanding options will become vested, whereupon such options may be exercised in whole or in part subject to the approval of the TSX, if necessary.

Compensation of Directors

The Company compensates its executive officers through base salary, cash bonuses and the award of stock options under the Option Plan. The Company also has the ability to award restricted share units under the RSU Plan. No bonuses were paid by the Company to its directors for the year ended December 31, 2021.

The following table sets forth the compensation paid to the directors who are not also NEOs for the Company’s most recently completed financial year:

Director Name	Fees Earned(1)		Share- Based Awards		Option- Based Awards		Non-Equity Incentive Plan Compensation		Pension Value		All Other Compensation		Total
	($)		($)		($)		($)		($)		($)		($)
David Neuhauser	$	30,000		Nil		Nil		Nil		Nil		Nil	$	30,000
Eric Brown	$	30,800		Nil		Nil		Nil		Nil		Nil	$	30,800
Leslie O’Connor	$	12,800		Nil		Nil		Nil		Nil		Nil	$	12,800

(1) Directors’ fees are earned in Canadian dollars. All amounts above are in US$, calculated using the annual average currency rate as reported by the Bank of Canada of US$0.798 = Cdn$1.00. Directors’ fees are comprised of meeting fees of Cdn$1,000 per meeting attended. Special Committee members are paid $1,500 USD per month for the number of months that the Special Committee is active.

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The compensation of Mr. Regener, who is both a director and a Named Executive Officer, is disclosed in the sections above.

Outstanding Share-Based Awards and Option-Based Awards – Directors

The following table sets forth information with respect to all outstanding share-based and option-based awards to directors who are not Named Executive Officers as at December 31, 2021.

Option-based Awards								Share-based Awards
Name	Number of Securities Underlying Unexercised Options (#)(1)		Option Exercise Price (US(2)/C$)			Option Expiration Date	Value of Unexercised In-the-Money Options(3) (US(2)/C$)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (S)	Market or payout value of vested share-based awards not paid out or distributed (s)
David Neuhauser		10,000		4.50	/5.70	April 25, 2023	Nil/Nil	Nil	Nil	Nil
Eric Brown		10,000		4.50	/5.70	April 25, 2023	Nil/Nil	Nil	Nil	Nil
Leslie O’Connor		10,000		4.50	/5.70	April 25, 2023	Nil/Nil	Nil	Nil	Nil

(1)	Options granted to directors are typically subject to vesting on the basis that one-third of the number granted vest on the date of grant, a further one-third vest on the first anniversary of the date of grant and the remaining third vest on the second anniversary of the date of grant.
(2)	These options were granted, and the Company’s Share trading price is reported, in Canadian dollars. On December 31, 2021, the last trading day of the financial year, the exchange rate as reported by the Bank of Canada was US$0.7888 = C$1.00.
(3)	Calculated based on the closing price of the Company’s Shares of C$0.75 (US$0.59) on December 31, 2021, the last trading day of the financial year.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards under the Option Plan and the RSU Plan to directors that vested during the period ending December 31, 2021 and bonuses awarded to directors, for the financial year ending December 31, 2021.

	Option-Based Awards - Value Vested During Year(1)(2)	Share-Based Awards - Value Vested During Year(3)	Non-Equity Incentive Plan Compensation- Value Earned During Year
Name	(US$/C$)	(US$/C$)	(US$/C$)
David Neuhauser	Nil/Nil	N/A	Nil/Nil
Eric Brown	Nil/Nil	N/A	Nil/Nil
Leslie O’Connor	Nil/Nil	N/A	Nil/Nil

(1)	This amount is the dollar value that would have been realized if the options held by such individual had been exercised on the vesting date(s). This amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
(2)	The actual value of the options granted to the director will be determined based on the market price of the Shares at the time of exercise of such options, which may be greater or less than the value at the date of vesting reflected in the table above.
(3)	This amount is the dollar value realized computed by multiplying the number of Shares by the market value of the underlying shares on the vesting date

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the matters described under “Particulars Of Other Matters To Be Acted Upon” in this Information Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any director or officer of the Company, any person or company who beneficially owns, controls or directs, directly or indirectly, more than 10 percent of the Company’s voting securities, or any associate or affiliate of such person in any transaction since January 1, 2021 or in any proposed transaction which in either case has materially affected or will materially affect the Company or its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company or any subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company at any time since the start of the Company’s most recent completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time since the beginning of the year ended December 31, 2021 has there been any indebtedness of any director or officer, or any associate of any such director or officer, to the Company or to any other entity which is, or at any time has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information, as at the end of the most recently completed financial year, with respect to the Company’s compensation plans under which equity securities are authorized for issuance.

Plan Category	Number of Shares to be issued upon exercise of outstanding options, warrants or rights (a)(1)		Weighted-average exercise price of outstanding options, warrants or rights (b) (C$)		Number of Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c)
Equity compensation plans approved by security holders		143,500		5.0		3,382,376
Equity compensation plans not approved by security holders		Nil		Nil		Nil
Total		143,500		5.0		3,382,376

(1)

Incentive stock options are the only compensation arrangement in respect of which equity securities of the Company are currently authorized for issuance. As of December 31, 2021, there were no RSUs or incentive warrants outstanding.

(2)

Represents the number of Shares remaining available for future issuance under stock options available for grant as of December 31, 2021 under the Option Plan. The maximum number of Shares which may be issued pursuant to options granted under the Plan is 10% of the issued and outstanding Shares at the time of grant. Any awards granted under the RSU Plan will reduce the number of Shares remaining available for future issuance under the Option Plan.

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STOCK OPTION PLAN

The Company’s Option Plan was adopted in 2008 and approved by the shareholders on May 27, 2009. The Option Plan governs the issuance of stock options to directors, officers, employees, management company employees (as defined in the Option Plan), and consultants and service providers of the Company and its subsidiaries that are retained by the Company and its subsidiaries, (the “Eligible Participants”). The purpose of the Plan is to give to Eligible Participants, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the market price at the time of grant.

The directors approved amendments to the Option Plan on May 15, 2019 to facilitate the administration of the Option Plan, including cashless exercise of options and to comply with certain United States state laws. The amendments to the Option Plan do not prejudice the rights of any optionee and do not fall within any of the specified types of amendments that would require shareholder approval under the terms of the Option Plan or the policies of the TSX.

The maximum number of Shares reserved for issuance pursuant to the Option Plan, together with any Shares reserved for issuance pursuant to any other security based compensation arrangements (as defined by the rules of the TSX), is 10% of the Company’s issued Shares from time to time. As at the Record Date, 10% of the issued and outstanding Shares is 3,561,592.

Any unallocated entitlements under the Option Plan must be approved and ratified by shareholders every three years. The next date by which unallocated entitlements under the Option Plan require such approval is required is October 28, 2023.

In addition to the limitation on the number of Shares reserved for issuance, the Option Plan contains the following additional limitations:

(a)	the number of Shares reserved for issuance under the Option Plan and all of the Company’s other previously established or proposed share compensation arrangements in aggregate shall not exceed 10% of the total number of issued and outstanding Shares at the grant date on a non-diluted basis;
(b)	the number of Shares issuable to Insiders at any time under all security based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis;
(c)	the number of Shares issued to Insiders as a group within a one year period under all security based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Shares as at the end of such one year period; and
(d)	the maximum non-employee director participation under the Option Plan (together with the equity award value of restricted share units granted to each such director under the Company’s RSU Plan) is limited to an annual equity award value of $100,000 per non-employee director, provided that this limit does not apply to an initial grant of options to a newly appointed or elected non-employee director.

The exercise price of each stock option is determined by the Board at the time of granting the stock option, provided that the exercise price of stock options granted pursuant to the Option Plan cannot be lower than the last closing price of the Shares on the TSX at the time of grant.

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Pursuant to the terms of the Option Plan, the Board has the discretion to determine the term and vesting provisions of the stock options at the time of granting the stock options. Options granted to date typically vest as to one-third on the date of grant and one-third on each of the first and second anniversaries of the date of grant.

The Option Plan does not contain provisions allowing for the transformation of a stock option into a stock appreciation right.

If any options issued under the Option Plan are not exercised within their term, the Shares reserved and authorized for issuance pursuant to such stock options will again be available for issuance under the Option Plan.

Although the maximum term of options granted under the Option Plan is ten years, options granted to date generally have a five year term. The expiry date of an option is the later of the specified expiry date and, where a blackout period is imposed by the Company and the specified expiry date falls within the blackout period or within 5 trading days after such a blackout period, the date that is 10 trading days following the end of the blackout period.

Options are non-transferable and non-assignable. All options held by an Eligible Participant whose office or employment is terminated for cause cease to be exercisable on the date of such termination, whether vested or not.

If an optionee ceases to be an Eligible Participant other than for cause or as a result of death or disability, options held by such optionee that have vested remain exercisable for a period of not more than 90 days after the optionee ceases to be an Eligible Participant (30 days if the optionee is engaged in investor relations activities), unless a longer period is provided pursuant to the terms of the optionee’s employment agreement with the Company. In the event of the optionee’s death or disability, for a period of 365 days subject, in each case, to the option expiry date, if earlier. For greater certainty, options that have not vested at the time an optionee ceases to be an Eligible Participant shall not vest and will be cancelled.

Upon a change of control (as defined in the Option Plan) all Shares subject to stock options shall immediately become vested and may thereupon be exercisable in whole or in part by the option holder. The Board has the power to accelerate the expiry date of outstanding stock options in connection with a take-over bid.

The Option Plan contains a cashless exercise feature whereby the exercise price of options may, at a participant’s election, be advanced by an independent brokerage firm. The advance is deducted from the proceeds of sale of the Shares issued on exercise, and the remaining proceeds are paid to the participant.

The Option Plan permits the directors to amend, modify and change the provisions of an option or the Option Plan without obtaining approval of shareholders in certain circumstances. The amendment provisions of the Option Plan are as follows:

(a) the Board may, at any time and from time to time, amend, suspend or terminate the Option Plan and securities granted thereunder without shareholder approval, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or the consent or deemed consent of an optionee where such amendment, suspension or termination materially prejudices the rights of that optionee.

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(b) notwithstanding the foregoing, the Board may not, without the approval of the shareholders of the Company, make amendments to the Option Plan for any of the following purposes:

(i)	to increase the maximum percentage of Shares that may be issued pursuant to options granted under the Option Plan as set out in the Option Plan;
(ii)	to reduce the exercise price of options;
(iii)	to extend the expiry date of options;
(iv)	to increase the non-employee director participation limit outlined above;
(v)	to permit options to be transferable or assignable other than for normal estate settlement purposes; and
(vi)	to amend the provisions of this subsection (b).

(c) in addition to changes that may be made pursuant to the Option Plan in connection with a share reorganization, special distribution or corporate organization, the Board may, at any time and from time to time, without the approval of the shareholders of the Company, amend any term of any outstanding option (including, without limitation, the exercise price, vesting and expiry of the option), provided that:

(i)	any required approval of any regulatory authority or stock exchange is obtained;
(ii)	if the amendments would reduce the exercise price or extend the expiry date of options, approval of the shareholders of the Company must be obtained;
(iii)	the Board would have had the authority to initially grant the option under the terms so amended; and
(iv)	the consent or deemed consent of the optionee is obtained if the amendment would materially prejudice the rights of the optionee under the option.

The Option Plan provides for adjustment, subject to approval of the stock exchange on which the Shares are then listed, of the number of option Shares and/or the exercise price in the event of a Share Reorganization or a Special Distribution (each as defined in the Option Plan). In the case of a Corporate Reorganization (as defined in the Option Plan), an optionee will become entitled to purchase the kind and amount of shares or other securities or property that the optionee would have been entitled to receive had he held the Shares underlying the Options on the effective date of the reorganization, with appropriate adjustments.

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Burn Rate – The Option Plan burn rate for each of the three most recently completed fiscal years is set out below:

Year End	Options Granted		WASO		Burn Rate(1)
2021		Nil		N/A		N/A
2020		Nil		N/A		N/A
2019		33,000		23,292,263		0.14	%

⁽¹⁾ Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

This summary of certain features of the Option Plan is subject to and qualified in its entirety by reference to the full text of the Option Plan, which is available for viewing on the Company’s website at www.kolibrienergy.com. The Option Plan will also be available for inspection by shareholders during normal business hours prior to the date of the Meeting at the Company’s records office at Suite 1000, 595 Howe Street, Vancouver, BC, and can also be requested by contacting the Chief Financial Officer of the Company at 3623 Old Conejo Road, Suite 207, Newbury Park, California 91320, tel: (805) 484-3613.

RSU PLAN

The Company’s existing restricted share unit plan (the “2013 RSU Plan”) was adopted in 2013 and has a 10 year term which expires in July 2023.

In advance of the expiration of the existing restricted share unit plan, at the Meeting the Company’s shareholders will be asked to approve a new 2022 Restricted Share Unit Plan (the “2022 RSU Plan” and, together with the 2013 RSU Plan, the “RSU Plans”) that will replace the 2013 RSU Plan.

The terms of the 2022 RSU Plan are identical to the terms of the 2013 RSU Plan.

The 2022 RSU Plan will enable the Company to grant restricted share units to directors, officers and employees of the Company or any subsidiary thereof. The 2022 RSU Plan is intended to provide for alignment of interests between directors, executive officers and employees of the Company and its affiliates (for the purposes of this section, “Designated Participants”) and shareholders of the Company, and to provide a compensation mechanism for Designated Participants that appropriately reflects the responsibility, commitment and risk accompanying their roles. The 2022 RSU Plan is also intended to assist the Company to attract, retain and motivate Designated Participants with experience and ability, and to allow Designated Participants to participate in the success of the Company.

Any unallocated entitlements under the 2022 RSU Plan must be approved and ratified by shareholders every three years. If the 2022 RSU Plan is approved at the Meeting, the next date by which such approval is required is July 19, 2025. The 10 year term of the 2022 RSU Plan will expire in July 2032.

No RSUs will be granted pursuant to the 2022 RSU Plan unless and until the 2022 RSU Plan is approved by the Company’s shareholders.

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The following is a summary of certain features of both the 2013 RSU Plan, which is in force on the date of this Information Circular, and the 2022 RSU Plan which will replace the 2013 RSU Plan if it is approved at the Meeting by the Company’s shareholders:

Awarding RSUs

● The Board has authority to administer and interpret the RSU Plan.

● Restricted share units (the “RSUs”) may be granted to such Designated Participants as may be determined by the Board in its sole discretion with effect from such dates as the Board may specify. As at the date of this Circular, no RSUs have been granted under the 2013 RSU Plan or the 2022 RSU Plan.

● Whenever a dividend is paid on the Shares, additional RSUs (“dividend equivalent RSUs”) will be credited to a Designated Participant’s RSU account. The number of such additional RSUs to be so credited will be calculated by dividing the dividend that would have been paid to such Designated Participant if the RSUs recorded in the Designated Participant’s RSU account as at the record date for the dividend had been Shares, whether or not vested, by the five-day volume-weighted average price of the shares on TSX (the “Market Value”) on the Trading Day (as defined in the RSU Plan) immediately preceding the date on which the Shares began to trade on an ex-dividend basis, rounded down to the next whole number of RSUs.

● The Shares which may be made subject to issuance under RSUs from time to time may not exceed 1.5% of the number of outstanding Shares from time to time calculated on a non-diluted basis, and Shares reserved for issuance pursuant to granted RSUs will reduce the number of Shares that may be made subject to Options under the Option Plan.

● The maximum number of Shares issuable to insiders, at any time, pursuant to the RSU Plan, together with all of the Company’s other security based compensation arrangements, is 10% of the Company’s issued and outstanding Shares calculated on a non-diluted basis; and

● The maximum number of Shares issued to insiders within any one year period pursuant to the RSU Plan, together with all of the Company’s other security based compensation arrangements, is 10% of the Company’s issued and outstanding Shares calculated on a non-diluted basis; and

● The equity award value of RSUs granted each year to any one non-employee director, together with the equity award value of options to purchase Shares granted pursuant to the Company’s stock option plan in such year, is limited to $100,000, except in the case of an initial grant of RSUs to newly appointed or elected non-employee directors.

Termination of Employment

● If the Designated Participant’s employment ceases because of termination for cause or because of the resignation of the Designated Participant other than for good reason, all RSUs (and any dividend equivalent RSUs credited in respect thereof), whether or not vested, shall immediately expire and the Designated Participant shall have no further rights respecting such RSUs (and dividend equivalent RSUs); and

● If a Designated Participant’s RSUs have not vested and the Designated Participant’s employment ceases because of termination without cause or resignation for good reason, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date set forth in the grant notice shall vest, based on the number of days since the grant date to the date of such termination or resignation in relation to the total number of days from the grant date to such vesting date.

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Transferability

● Rights with respect to RSUs shall not be transferable or assignable other than by will or the laws of descent and distribution.

Vesting

● RSUs granted to a Designated Participant shall vest, as to one-third (1/3) of the number of such RSUs, on each of the first, second and third anniversaries of the Grant Date, unless otherwise directed by the Board, and dividend equivalent RSUs received by a Designated Participant shall vest with the RSUs in respect of which they were credited to the Designated Participant’s RSU account.

● Dividend equivalent RSUs received by a Designated Participant shall vest with the RSUs in respect of which they were credited to the Designated Participant’s RSU account.

● If a Designated Participant dies, retires, suffers a disability, is terminated without cause or resigns for good reason prior to the vesting of the RSUs granted to the Designated Participant, the Board may determine, in its sole discretion, whether or not any or all of the RSUs and any dividend equivalent RSUs in respect of such RSUs, shall otherwise be considered to have vested, and the date on which the Board determines that some or all of the Designated Participant’s RSUs have vested shall be considered to be the vesting date for such Restricted Share Units that have so vested. If the Board does not so determine:

○

in the case of death, retirement or disability, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date for such RSUs shall vest, based on the number of days since the grant date to the date of death, retirement or disability in relation to the total number of days from the grant date to such vesting date, and such Restricted Share Units shall be redeemed and certificates shall be issued to the Designated Participant or the Designated Participant’s beneficiary or estate on the next scheduled vesting date set forth in the grant notice; and

○

in the case of termination without cause or resignation for good reason, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date for such RSUs shall vest, based on the number of days since the grant date to the date of such termination or resignation in relation to the total number of days from the grant date to such vesting date, and such Restricted Share Units shall be redeemed and certificates shall be issued to the Designated Participant or the Designated Participant’s beneficiary or estate on the next scheduled vesting date set forth in the grant notice.

● If a Designated Participant is terminated for cause or resigns without good reason, his or her RSUs will immediately expire as of the date of termination. The date of termination shall be the Designated Participant’s last day of active employment and shall not include any period of statutory, contractual or reasonable notice or any period of deemed employment.

Redemption

● Shares issued pursuant to the RSU Plan shall be considered fully paid in consideration of past services performed for the Company that is no less in value than the fair equivalent of the money the Company would have received if the Shares had been issued for money.

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● Each RSU is redeemed for one Share on the date that is five business days after the date on which the RSU vests.

● If a vested RSU would otherwise be redeemed during a self-imposed blackout period or within five business days after the date on which such blackout period ends, then, notwithstanding any other provision of the RSU Plan, the RSU shall instead be redeemed on the date which is 10 business days after the date on which the self-imposed blackout period ends.

Change of Control

● If there is (a) an acquisition by any person or group of persons acting jointly or in concert which, when added to all other Shares held by such person or persons, constitutes in the aggregate more than 50% of the outstanding Shares, (b) the removal, by extraordinary resolution of the shareholders of the Company, of more than 50% of the then incumbent members of the Board, or the election of a majority of the directors comprising the Board who were not nominated by the Company’s incumbent Board at the time immediately preceding such election, (c) consummation of a sale of substantially all of the assets of the Company; or (d) the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as (a) to (c), a “Change of Control” will have occurred for the purposes of the RSU Plan.

● In the event of a Change of Control, should the acquirer, an affiliate thereof or the successor to the Company agree to assume all of the obligations of the Company under the RSU Plan and the Board determines that such assumption is consistent with the objectives of the RSU Plan, the RSU Plan and all outstanding awards will continue on the same terms and conditions, except that, if applicable, RSUs may be adjusted to a right to acquire shares of the acquirer or its affiliate. In the event the RSU Plan is so continued, the RSUs of Designated Participants whose employment thereafter ceases for any reason other than resignation without good reason or termination for cause shall immediately be deemed to vest and the Company shall, at its option, redeem such vested RSUs by issuing Shares or paying to such Designated Participant a cash amount equal to the Market Value of such vested RSUs as of the date of termination.

● In the event of a Change of Control where the acquirer or an affiliate thereof or the successor to the Company does not agree to assume all of the obligations of the Company under the RSU Plan, or the Board determines that such assumption is not consistent with the objectives of the RSU Plan, all unvested RSUs held by each Designated Participant shall immediately be deemed to be vested and the Company shall, at its option, redeem all such vested RSUs by issuing Shares or paying to such Designated Participant a cash amount equal to the Market Value of such vested RSUs as of the Change of Control date.

Amendments

● Subject to applicable law, including the rules and regulations of the TSX, and the restrictions described below, the Board may amend, suspend or terminate the RSU Plan at any time without shareholder notice or approval for any purpose which, in the opinion of the Board, may be expedient or desirable.

● The Board shall not materially adversely alter or impair any rights of a Designated Participant or materially increase any obligations of a Designated Participant with respect to RSUs previously awarded without the consent of a Designated Participant.

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● The Board may approve amendments relating to the RSU Plan or alterations to the rights or obligations of a Designated Participant with respect to previously granted RSUs without obtaining shareholder approval, to the extent that such amendment:

○	is of a typographical, grammatical, clerical or administrative nature or is required to comply with applicable regulatory requirements (including the TSX Rules);
○	is an amendment relating to administration of the RSU Plan and eligibility for participation under the RSU Plan;
○	changes the terms and conditions on which RSUs may be or have been granted pursuant to the RSU Plan, including change to the vesting provisions of the RSUs;
○	changes the termination provisions of a RSU or the RSU Plan; or
○	is an amendment of a “housekeeping nature”.

● Shareholder approval will be required for the following amendments to the RSU Plan:

○	increasing the number of securities issuable under the RSU Plan;
○	making a change to the class of Designated Participants that would have the potential of broadening or increasing participation by insiders;
○	increasing the non-employee director participation limit;
○	amending the restriction on transferability of RSUs;
○	permitting awards other than RSUs to be made under the RSU Plan; and
○	deleting or reducing the amendments that require shareholders’ approval under the RSU Plan.

● If the Board terminates or suspends the RSU Plan, no new RSUs (other than dividend equivalent RSUs) will be credited to the RSU account of a Designated Participant. On termination of the RSU Plan, the vesting of any and all RSUs not then vested will be accelerated and, on a date or dates selected by the Board in its discretion, payment in the form of Shares will be made to the Designated Participant in respect of RSUs.

The foregoing summary of certain features of the 2013 RSU Plan and the 2022 RSU Plan is subject to and qualified in its entirety by the full text of the 2013 RSU Plan and the 2022 RSU Plan, respectively, which will be available for inspection by shareholders during normal business hours prior to the date of the Meeting at the Company’s records office at Suite 1000, 595 Howe Street, Vancouver, BC, and can also be requested by contacting the Chief Financial Officer of the Company at 3623 Old Conejo Road, Suite 207, Newbury Park, California 91320, tel: (805) 484-3613.

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Burn Rate

The 2013 RSU Plan burn rate for each of the three most recently completed fiscal years is set out below:

Year End	RSUs Granted	WASO	Burn Rate(1)
2021	Nil	N/A	N/A
2020	Nil	N/A	N/A
2019	Nil	N/A	N/A

⁽¹⁾ Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 – Disclosure of Corporate Governance Practices, establishes recommended corporate governance guidelines for all public companies. The following discloses the Company’s corporate governance practices relative to the recommendations.

Independence of Members of Board

The Company’s Board currently consists of four (4) directors, three (3) of whom are independent based upon the tests for independence set forth in National Instrument 52-110 – Audit Committees (“NI 52-110”). Therefore, a majority of the directors are independent, including the current chair of the Board, Mr. Neuhauser. Mr. Regener is not independent by virtue of holding the office of Chief Executive Officer of the Company. The Board holds in camera sessions at which non-independent directors and members of management are not in attendance during Board meetings as needed to facilitate open and candid discussion among its independent directors.

Board Diversity

The Company does not impose term limits on its directors. The Company believes term limits are an arbitrary mechanism for removing directors, and can result in highly qualified and experienced directors forced out solely based on the length of their service. Please see the section “Nomination of Directors” below for more detail.

The Company is committed to developing a diverse environment where individual differences are respected and diversity is promoted and valued. The Company believes that a diverse workforce enhances the Company’s effectiveness by leveraging access to a broad spectrum of experience, skills, and knowledge. The Company recognizes the benefits from creating and maintaining a diverse and inclusive culture within its workforce, including exposure to different perspectives. Therefore, while opportunities will be primarily based on performance, skill and merit, due consideration will be given to diversity in all aspects of employment of and engagement by an employee, officer or director of the Company, including selection, recruitment, hiring, promotion, compensation, termination, training and development. For clarity, “diversity” means any element or quality that can be used to differentiate groups and people from one another, including differences based on race, color, religion, gender and gender identity, sexual orientation, family or marital status, political belief, age, national or ethnic origin, citizenship or physical or mental disability, among others.

The Board currently includes one (1) woman, which represents 25% of the Company’s total Board members. The Company has not adopted a written policy in respect of the identification and nomination of women for Board or executive officer appointments, nor established targets regarding the representation of women on the Board or executive officer positions.

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Management Supervision by Board

Management reports upon the operations of the Company generally, on a monthly basis, directly to the Board. The directors meet at any time they consider necessary, and as the Chairman considers necessary without the presence of any members of management including executive directors. The Company’s auditors, legal counsel and employees may be invited to attend. The audit committee is composed entirely of independent directors who meet with the Company’s auditors without management in attendance. The independent directors exercise their responsibilities for independent oversight of management through regular reports of management to the full Board. The directors have regular and full access to management.

Participation of Directors in Other Reporting Issuers

Directors of the Company are also directors of other reporting issuers in Canada or foreign jurisdictions, as described in the table below.

Name of Director	Name of Reporting Entity
Eric Brown	None
Wolf Regener	None
Leslie O’Connor	None
David Neuhauser	Jadestone Energy Inc., AEX Gold Inc.
Evan Templeton	None

Participation of Directors in Board Meetings

The participation of the directors in meetings of the Board and its standing meetings during the year ended December 31, 2021, is described in the following table:

Director

Board of Directors

Audit Committee

Compensation Committee

Corporate Governance Committee

HS&E Committee

Reserves Committee

David Neuhauser

8/8

4/4

1/1

1/1

N/A

1/1

Eric Brown

8/8

4/4

1/1

1/1

1/1

1/1

Leslie O’Connor

8/8

4/4

1/1

1/1

1/1

1/1

Wolf Regener

8/8

N/A

N/A

N/A

1/1

N/A

Board Mandate

The Board has adopted a Board Mandate entitled the “Board of Directors Terms of Reference”, the text of which is attached as Schedule “A” to this Information Circular.

Position Descriptions

The Board has adopted a position description for the Chair of the Board, which provides, among other things, that the Chair shall: oversee the discharge of the Board’s obligations; chair Board meetings; ensure that the Board works as a cohesive team with adequate resources and proper systems for delegation; ensure that matters for its consideration are addressed in a timely manner and are well documented; and communicate board decisions and expectations to management.

Specific position descriptions have not been adopted for the chairs of each of its committees as the Board is of the view that the mandates of the committees are sufficiently specific that no separate description is necessary for the chairs of such committees. The Board has developed a position description for the Chief Executive Officer.

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Orientation and Continuing Education

While the Company does not have a formal orientation and training program, new Board members are provided with:

1.	access to recent, publicly filed documents of the Company;
2.	access to management;
3.	access to legal counsel in the event of any questions relating to the Company’s compliance and other obligations; and
4.	internal presentations prepared by Company personnel on matters relevant to the Company’s business and operations.

Board members are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of the Company; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.

The Board adopted a Code of Conduct (the “Code”) in 2009. The Code is available on SEDAR at www.sedar.com. The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Corporate Governance Committee, which is currently composed entirely of independent directors. During the fiscal year ended December 31, 2021, the Corporate Governance Committee was comprised of Messrs. David Neuhauser, Leslie O’Connor and Eric Brown. Compliance with the Code is monitored primarily through the reporting process within the Company’s organizational structure, including through the confidential Whistleblower Policy implemented and overseen by the Audit Committee.

It is a requirement of applicable corporate law that directors who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material. The Code imposes a similar disclosure requirement on all non-director executive officers of the Company and requires such persons to report such conflict to the executive officer to whom that person reports in the course of his employment responsibilities, or, in the case of a senior executive officer, to the Corporate Governance Committee and fully inform such person or the committee, as applicable, of the facts and circumstances related to the conflict or potential conflict. The representative is prohibited from taking any further action in respect of the matter or transaction giving rise to such conflict or potential conflict unless and until he is authorized to do so by his reporting officer, or the Corporate Governance Committee.

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Nomination of Directors

The Corporate Governance Committee has responsibility for identifying, reviewing the qualifications of, and recommending potential Board candidates. The Corporate Governance Committee assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the oil and gas industry are consulted for possible candidates. The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Corporate Governance Committee, which include considering what competencies and skills the Board, as a whole, should possess, the appropriate size of the Board in order to facilitate effective decision-making and assessing the same on a periodic basis, reviewing proposed shareholder nominees, and making recommendations to the Board regarding resignations of directors submitted pursuant to the Company’s Majority Voting Policy. The Corporate Governance Committee has the power to retain outside advisors as it considers necessary for the proper functioning of the committee, at the Company’s expense. The Corporate Governance Committee meets at least once annually and otherwise as requested by the Board or considered desirable by the chair of the committee.

Compensation of Directors and the Chief Executive Officer

The members of the Compensation Committee are independent. The primary function of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities with respect to human resources policies and executive compensation matters. In addition, the Compensation Committee reviews the compensation of directors and the overall compensation policies of the Company.

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Compensation Committee, which include: reviewing and recommending for approval by the Board the Company’s key human resources policies and its executive compensation philosophy and remuneration policy; reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO; evaluating the CEO’s performance in light of the previously established corporate goals and objectives; recommending to the Board the CEO’s compensation package based on its evaluation of the CEO’s performance; reviewing annually and recommending to the Board the annual compensation package and performance objectives of the other senior officers; reviewing the grants of options to purchase shares of the Company, at the request of the Board; reviewing the adequacy and form of the compensation of directors periodically to determine if the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly; and reviewing executive compensation disclosure of the Company prior to its public disclosure and report annually to the Company’s shareholders on executive compensation.

The Compensation Committee has the power to retain independent legal, accounting or other relevant advisors as it determines necessary to allow it to discharge its responsibilities, at the expense of the Company. The Compensation Committee meets at least once annually and otherwise as requested by the Board or considered desirable by the chair of the committee.

Health, Safety and Environmental Committee

A majority of the current members of the Health, Safety and Environmental Committee are independent. During the fiscal year ended December 31, 2021, the Health, Safety and Environmental Committee was comprised of Messrs. Wolf Regener, Eric Brown and Leslie O’Connor. The committee is responsible for overseeing the development and implementation of policies and procedures for ensuring a safe, healthy work environment and sustainable development and that are consistent with the Company’s objectives, including the objectives of: focusing resources to achieve shareholder profitability in operations without neglecting its commitment to sustainable development; fostering employee commitment and accountability; the development and implementation of effective, realistic systems to minimize risks to health, safety and the environment; fostering open communication with employees, local stakeholders and governments regarding the Company’s plans, programs and performance; cooperation with government agencies, local communities, educational institutions and suppliers; and use of technologies that are designed to improve the safe, efficient use of resources, processes and materials. The committee has the authority to engage independent consultants to assist it in fulfilling its mandate.

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Reserves Committee

The current members of the Reserves Committee are independent. During the fiscal year ended December 31, 2021, the Reserves Committee was comprised of Messrs. David Neuhauser, Leslie O’Connor and Eric Brown. The purpose of the Reserves Committee is to assist the Board in fulfilling its responsibilities with respect to the Company’s oil, natural gas and natural gas liquids reserves and resource evaluation process and public disclosure of reserves data and other information as required under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. The committee’s objectives include reviewing the Company’s procedures relating to proper disclosure of oil and gas activities; approving the appointment and/or replacement of the independent qualified reserves evaluator; meeting with management and the qualified reserves evaluator to review data; monitoring the performance of its independent engineering consultants; and recommending the content and filing of the Company’s annual statement of reserves data, and other relevant disclosure documents, to the Board for approval.

Assessments

A confidential review of the performance and effectiveness of the Board, the directors and its committees is conducted regularly and was conducted most recently in 2021, with the assistance of outside counsel. The assessment permits subjective evaluation and is designed to allow Board members to evaluate how well the Board, its committees and individual directors are operating and to make suggestions for improvement. Responses are compiled without attribution by an outside reviewer and provided to the Chairman of the Corporate Governance Committee. The results of the assessment are reported to the Board and the Chief Executive Officer.

Audit Committee Information

Audit Committee Mandate

The Company’s Audit Committee has a Charter in the form attached to this Information Circular as Schedule “C”.

Composition of Audit Committee

The Audit Committee currently consists of three directors, namely Eric Brown (Chair), Leslie O’Connor and David Neuhauser. All of the members of the Audit Committee are independent and financially literate within the meaning of those terms set forth in NI 52-110.

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Education and Experience

The following is a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

Eric Brown (Chair) is a Chartered Professional Accountant with several years of experience as a director of both private and public Canadian companies. He has served on public company audit committees in the past. Eric has 30 years’ experience in the financial services industry.

Leslie O’Connor served as a Managing Partner of MHA Petroleum Consultants, LLC, a petroleum reservoir management consulting firm. Leslie has more than 30 years of experience in economic and reservoir analysis and property evaluation. She received her undergraduate degree from North Arizona University and Graduate studies from the Colorado School of Mines.

David Neuhauser is a Founder and Managing Director of Livermore Partners LLC and a Member of the Chicago Board of Trade. He received his undergraduate degree from Northeastern University and his graduate degree from Roosevelt University.

Audit Committee Oversight

No recommendation of the Audit Committee to nominate or compensate an external auditor was not adopted by the Company’s board of directors.

Audit Fees and Pre-Approval of Audit Services

Under the terms of the Audit Committee Charter, the Audit Committee is required to review and pre-approve the objectives and scope of the external audit work and proposed fees. In addition, the Audit Committee is required to review and pre-approve all non-audit services, including tax services, which the Company’s external auditors are to perform. The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

Additional information relating to the Company’s Audit Committee and external auditor fees, in accordance with NI 52-110, is contained in the Company’s most recent Annual Information Form filed on SEDAR on March 31, 2022, at page 36-38.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Restricted Unit Plan

At the Meeting, the Company’s shareholders will be asked to approve the 2022 RSU Plan.

On June 13, 2022, the Board approved the 2022 RSU Plan, subject to the receipt of shareholder and regulatory approvals.

The terms of the 2022 RSU Plan are identical to the terms of the 2013 RSU Plan. If approved, the 2022 RSU Plan will replace the 2013 RSU Plan. The terms of the 2022 RSU Plan are summarized above under the heading “RSU Plan”.

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The resolution to approve the 2022 RSU Plan includes the approval of unallocated entitlements under the 2022 RSU plan. Subject to shareholder approval at the Meeting, based on the issued and outstanding Shares as at June 13, 2022, 534,238 Shares are available for issuance pursuant to the 2022 RSU Plan and are unallocated. To date, no awards have been granted under the 2022 RSU Plan or the 2013 RSU Plan.

Pursuant to the rules of the TSX, any unallocated entitlements under the 2022 RSU Plan must be approved by shareholders every three years. If approval is obtained at the Meeting, the next date by which such approval is required is July 19, 2025.

The 2022 RSU Plan must be approved by a resolution passed by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. Accordingly, at the Meeting, the Company’s shareholders will be asked to approve an ordinary resolution in substantially the following form:

“BE IT RESOLVED THAT:

1.	the 2022 Restricted Share Unit Plan (the “2022 RSU Plan”) of Kolibri Global Energy Inc. (the “Company”) described in the information circular of the Company dated June 13, 2022, which allows for up to 1.5% of the common shares of the Company outstanding from time to time to be made subject to issuance under restricted share units granted under the 2022 RSU Plan, be and is hereby authorized, confirmed, ratified and approved;
2.	all unallocated entitlements under 2022 RSU Plan be and are hereby authorized and approved until July 19, 2025;
3.	the Company has the ability to grant RSUs under the 2022 RSU Plan until July 19, 2025, which is the date that is 3 years from the date of the shareholder meeting at which shareholder approval is being sought;
4.	the reservation for issuance of common shares under the 2022 RSU Plan in accordance with its terms be and is hereby authorized and approved and the Company is hereby authorized and directed to issue such common shares pursuant to the 2022 RSU Plan as fully paid and non-assessable shares of the Company; and
5.	any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolutions.”

The Board of Directors of the Company recommends that shareholders vote for the resolution to approve the 2022 RSU Plan. Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote for the ordinary resolution to approve the 2022 RSU Plan.

If the resolution to approve the 2022 RSU Plan is not approved at the Meeting, the 2022 RSU Plan will terminate and the Company will not be permitted to make grants of RSUs under either the 2022 RSU plan or the 2013 RSU Plan.

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ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Chief Financial Officer of the Company at 3623 Old Conejo Road, Suite 207, Newbury Park, California 91320, Telephone: (805) 484-3613 to request copies of the Company’s financial statements and Management Discussion and Analysis.

Financial information is provided in the Company’s consolidated financial statements and the Management Discussion and Analysis related thereto for the year ended December 31, 2021 which are available on SEDAR at www.sedar.com.

OTHER MATTERS

Management of the Company is not aware of any matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 13^th day of June, 2022.

Approved by the Board of Directors of

Kolibri Global Energy Inc.

“Wolf Regener”

WOLF REGENER

President and Chief Executive Officer

SCHEDULE “A”

BOARD OF DIRECTORS TERMS OF REFERENCE

The Board of Directors (the “Board”) of Kolibri Global Energy Inc. (the “Corporation”) shall have the oversight responsibility, authority and specific duties as described below.

Composition

Directors and Chairman of the Board

The Board shall appoint a Chairman of the Board (the “Chairman”) and, if the Chairman is not independent, an independent lead director (the “Lead Director”) from amongst the directors which comprise the Board shall be appointed as soon as practicable.

To ensure efficient, independent functioning of the Board, the Chairman or, if a Lead Director has been appointed, the Lead Director shall be the effective leader of the Board. As such, the Chairman or the Lead Director, as applicable, is responsible for ensuring that the Board’s agenda enables the Board to successfully carry out its duties. The Chairman shall act as chair of all meetings of the Board and shareholders of the Corporation.

Committees

In addition to any other committees (including special committees) which the Board may in its discretion constitute from time to time, the Board shall have the following standing committees:

- Audit Committee

- Corporate Governance and Nominating Committee

- Compensation Committee

- Health, Safety and Environmental Committee

Certain of the responsibilities of the Board may be delegated to these or other committees of the Board. The composition and responsibilities of these standing committees and any other standing committees of the Board will be as set forth in their terms of reference, as amended from time to time, and approved by the Board. Until such time as when a Nominating, Environment, Health and Safety or Reserves Committee is established, the Board shall be responsible for all such matters as provided in each committee’s terms of reference.

Committee members shall be appointed by the Board. The chair of each committee may be designated by the Board or, failing that, by the members of the particular committee. At each meeting of the Board, the chair of each committee (or such committee member as the chair may designate) shall report the results of meetings and any associated recommendations.

Communication

To ensure that the Corporation has in place policies and programs that enable the Corporation to communicate effectively and in a timely manner with its shareholders, other stakeholders, analysts and the public generally, the Board has adopted a Corporate Disclosure Policy. The Board will review the Corporate Disclosure Policy annually to ensure its objectives are being achieved and that the Disclosure Committee is effectively implementing such policy.

Meetings and Record Keeping

Meetings of the Board shall be conducted pursuant to the Company’s articles. The following additional provisions shall apply to meetings of the Board:

1.	the Board shall meet regularly and at least quarterly at such times and at such locations as the Chairman, in consultation with the Lead Director (if one), shall determine;
2.	each member of the Board is expected to attend Board meetings and meetings of committees on which he or she is a member and to be familiar with deliberations and decisions as soon as possible after any missed meetings. Members of the Board are expected to prepare for meetings by reviewing the meeting materials distributed to members of the Board, to the extent feasible, prior to such meetings;
3.	the independent directors of the Board shall regularly hold in camera sessions of the Board, with only independent directors present and at such times as the independent directors, Chairman or Lead Director (if one) determine advisable;
4.	the Chairman shall, in consultation with the Lead Director (if one) and management, establish the agenda for the meetings and instruct management to circulate appropriate agenda materials to the Board with sufficient time for study prior to the meeting;
5.	Management shall receive notice of meetings and may attend meetings of the Board at the invitation of the Chairman or Lead Director (if one);
6.	the Corporate Secretary of the Corporation, or any other person selected by the Board, shall act as secretary for the purpose of recording the minutes of each meeting.

The minutes of the meeting of the Board shall be placed in the Corporation’s minute book.

Responsibilities and Specific Duties

In accordance with applicable laws, the Board is required to always act honestly and in good faith with a view to the best interests of the Corporation.

The Board is responsible for the stewardship of the Corporation and overseeing the operation of the business of the Corporation. The primary responsibilities of the Board include:

1.	to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the “CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Corporation;
2.	adopting a strategic planning process and approving, at least on an annual basis, a strategic plan for the Corporation which takes into account, among other things, the opportunities and principal risks of the business;
3.	identifying, on at least an annual basis, the principal risks of the Corporation’s business, and ensuring appropriate systems are implemented to manage these risks;

4.	providing continuing education opportunities for all directors so they may maintain or enhance their skills and abilities as directors, as well as ensure their knowledge and understanding of the Corporation’s business remains current;
5.	adopting a succession plan which includes the appointing, training and monitoring of senior management;
6.	adopting and reviewing on an annual basis the Corporation’s Corporate Disclosure Policy to ensure that disclosure made by the Corporation is accurate, informative, timely and broadly disseminated all in accordance with applicable laws and stock exchange rules;
7.	ensuring that the Corporation has appropriate processes in place to effectively communicate with its employees, government authorities, other stakeholders and the public;
8.	ensuring the necessary internal controls and management systems are in place that effectively monitor the Corporation’s operations and ensure compliance with applicable laws, regulations and policies, including reviewing on an annual basis the controls and procedures established for the certification of financial and other disclosure made by the Corporation;
9.	developing clear position descriptions for the Chairman, the Lead Director (if one), the chairs of each committee and, in consultation with the CEO, the CEO;
10.	developing or approving the corporate goals and objectives that the CEO is responsible for meeting;
11.	monitoring compliance with the Code of Business Conduct;
12.	establishing an appropriate system of corporate governance principles and guidelines applicable to the Corporation, including:

(a)	reviewing periodically the size of the Board to ensure its continued effectiveness (including, without limitation, facilitating effective decision-making);
(b)	regularly assessing the effectiveness and contribution of the Board, its committees and each member of the Board considering, among other things, the applicable terms of reference for the Board and each committee and in the case of each member of the Board, the competencies and skills each member is expected to bring to the Board; and
(c)	reviewing periodically the general responsibilities and function of the Board and its committees and the chair of each committee, and the roles of the Chairman, Lead Director (if one) and the CEO; and

13. reviewing the annual corporate governance disclosure of the Corporation in its information circular.

Stakeholder Communication

Any stakeholder may contact the Board. Matters relating to the Corporation’s accounting, internal accounting control or audit matters will be referred to the Audit Committee. Other matters will be referred to the Chairman or the Lead Director (if one). Stakeholders may also directly contact the Chairman or the Lead Director (if one).

Review of Terms of Reference

The Board shall review and assess these Terms of Reference and any governance principles and guidelines established by the Board at least annually.

Amendments adopted by the Board of Directors on April 29, 2011.

SCHEDULE “B”

KOLIBRI GLOBAL ENERGY INC.

(the “Company”)

AMENDED AND RESTATED

MAJORITY VOTING POLICY

The Board of Directors believes that each director should have the confidence and support of the shareholders of the Company. To this end, the Board of Directors has unanimously adopted this Majority Voting Policy and future nominees for election to the Board of Directors will be required to confirm that they will abide by this Majority Voting Policy.

In an uncontested election of directors of the Company:

(a)	nominees shall be listed individually and shareholders shall be allowed to vote in favour of, or to withhold from voting, for each director individually; and
(b)	any nominee in respect of whom a greater number of votes “withheld” than votes “for” are validly cast will promptly submit his or her offer of resignation for the consideration of the Corporate Governance Committee.

If the vote is by a show of hands rather than by ballot, the Company will disclose the number of shares voted by proxy in favour of or withheld for each director.

Promptly following receipt of an offer of resignation arising from the foregoing circumstances, the Corporate Governance Committee (the “Committee”) will meet to review the matter and make a recommendation to the Board of Directors after reviewing the matter. In considering the resignation offer, the Committee and the Board of Directors will consider all factors they deem relevant, including, but not limited to, any stated reasons why shareholders “withheld” votes from the election of the director and the effect any such resignation may have on the Company’s ability to comply with any applicable laws or governance rules or policies.

The Board of Directors must take formal action on the Committee’s recommendation no later than 90 days following the date of the applicable shareholders’ meeting. Absent exceptional circumstances, the Board of Directors must accept the resignation, which resignation will be effective on the date of acceptance.

The decision of the Board of Directors as to whether to accept or reject a resignation must be disclosed to the public in a press release and a copy of such press release must be provided to the Toronto Stock Exchange. If the Board of Directors declines to accept the resignation, it will include in the press release the reason(s) for its decision.

A director who offers his or her resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Committee at which the resignation offer is considered.

This Majority Voting Policy does not apply in circumstances involving contested director elections.

This Majority Voting Policy was initially adopted by the Board of Directors on June 19, 2013, and was amended and restated by the Board of Directors on May 15, 2019.

By order of the Board of Directors

KOLIBRI GLOBAL ENERGY INC.

SCHEDULE “C”

AUDIT COMMITTEE CHARTER

I. Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

● Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

● Review and appraise the performance of the Company’s external auditors.

● Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

II. Composition

The Committee shall be comprised of three directors as determined by the Board of Directors, all of whom shall independent, as such term is defined in National Instrument 52-110 – Audit Committees.

All members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the this Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Review of Reports, Policies and Procedures

1. Review and update this Charter annually.

2.	Review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
3.	Review with management and make recommendations to the Board in respect of the adequacy and effectiveness of the Company’s financial risk management procedures.
4.	Review the monitoring of the Whistleblower Policy for the submission, receipt, retention and treatment of complaints and concerns regarding accounting and auditing matters, and review any developments and responses on reports received thereunder.

External Auditors

5.	Review annually the performance of the external auditors and ensure their independence after reviewing all significant relationships they might have with the Company.
6.	Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
7.	Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
8.	At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.
9.	Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
10.	Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
11.	Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

i.	the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
ii.	such services were not recognized by the Company at the time of the engagement to be non-audit services; and
iii.	such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

12.	In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.
13.	Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
14.	Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
15.	Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
16.	Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
17.	Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
18.	Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
19.	Review certification process.

Other

20. Review any related-party transactions.

V. Annual Work Plan

21. The Committee reviews and updates annually a work plan for the ensuing year which includes periodic review at specified times and periods of financial reporting and continuous disclosure documents and matters, internal controls and reporting, dealings with external auditors and other related matters.

This Audit Committee Charter was adopted by the Board of Directors of the Company on the 25th day of March, 2009, and was most recently updated on March 29, 2011.

EX-99.29

Exhibit 99.29

 

EX-99.30

Exhibit 99.30

KOLIBRI GLOBAL ENERGY INC.

(the “Issuer”)

Report of Voting Results

(Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations)

July 19, 2022

The following matters were voted upon by shareholders at the annual general meeting of the Issuer held on July 19, 2022 in Vancouver, British Columbia. Additional information regarding the matters voted upon is provided in the information circular dated June 13, 2022 for the meeting, which is available on SEDAR.

1. Number of Directors

On a vote by show of hands, by ordinary resolution the number of directors was determined at five. The votes submitted on this matter by proxy were as follows:

	Proxy Votes	Percentage of Proxy Votes
Votes in Favour	10,111,163	99.53%
Votes Against	47,474	0.47%

2. Election of Directors

On a vote by ballot, the following five nominees were elected as directors. The votes submitted on this matter by proxy were as follows:

Director Nominee	Votes For	% For	Votes Withheld	%Withheld
Wolf Regener	10,032,340	98.76%	126,297	1.24%
Eric Brown	10,021,265	98.65%	137,372	1.35%
Leslie O’Connor	6,943,365	68.35%	3,215,272	31.65%
David Neuhauser	10,084,373	99.27%	74,264	0.73%
Evan Templeton	10,001,593	98.45%	157,037	1.55%

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3. Auditor

On a vote by show of hands, by ordinary resolution KPMG LLP, Chartered Accountants were appointed as auditor of the Issuer for the ensuing year at a remuneration to be fixed by the directors. The votes submitted on this matter by proxy were as follows:

	Proxy Votes	Percentage of Proxy Votes
Votes in Favour	15,066,560	100.00%
Votes Withheld	510	0.00%

4. Approval of Restricted Share Unit Plan

On a vote by ballot, by ordinary resolution the Company’s Restricted Share Unit Plan was authorized, confirmed, ratified and approved. The voting results were as follows:

	Proxy Votes	Percentage of Proxy Votes
Votes in Favour	8,701,082	85.65%
Votes Against	1,457,555	14.35%

EX-99.31

Exhibit 99.31

 

EX-99.32

Exhibit 99.32

 

EX-99.33

Exhibit 99.33

Notice of Meeting

and

Management Information Circular

with respect to the

Annual General Meeting

of Shareholders of

Kolibri Global Energy Inc.

to be held on July 13, 2023

Dear Shareholder:

You are invited to attend the Annual General Meeting of Shareholders of Kolibri Global Energy Inc. to be held at 10th Floor – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, on Thursday, July 13, 2023 at the hour of 09:00 a.m. (local time in the city of Vancouver, British Columbia).

The business of the meeting is described in the accompanying Notice of Meeting and Management Information Circular.

Your participation in the meeting is important regardless of the number of shares you hold. If you cannot attend the meeting, please vote by completing, signing and dating the form of proxy or voting instruction form accompanying this notice of meeting and returning the same within the time and in the manner set out in the form of proxy or voting instruction form.

Shareholders can join the meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the meeting.

“David Neuhauser”	“Wolf Regener”
DAVID NEUHAUSER	WOLF REGENER
Chairman of the Board	President & Chief Executive Officer

KOLIBRI GLOBAL ENERGY INC.

925 Broadbeck Drive, Suite 220

Thousand Oaks, California 91320

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Kolibri Global Energy Inc. (the “Company”) will be held at 10th Floor – 595 Howe Street, Vancouver, British Columbia, V6C 2T5, on Thursday, July 13, 2023 at the hour of 09:00 a.m. (local time in the City of Vancouver, British Columbia), and any adjournments thereof, for the following purposes:

1. to receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2022;

2. to fix the number of directors at five (5);

3. to elect directors for the ensuing year;

4. to appoint the auditors for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditors;

5. to consider and, if thought appropriate, to pass an ordinary resolution approving the renewal of unallocated entitlements under the Company’s Stock Option Plan, as more particularly described in the management information circular accompanying this notice of meeting; and

6. to transact such further or other business as may properly come before the meeting and any adjournments thereof.

The accompanying management information circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice of meeting.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, although we plan to hold an in-person meeting, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the meeting and DO NOT attend the meeting in person. Only the matters referred to in the accompanying Notice of Meeting will be addressed at the meeting.

Shareholders can join the meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will be not able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the meeting.

DATED this 7^th day of June, 2023.

By Order of the Board of Directors of

Kolibri Global Energy Inc.

“Wolf Regener”

WOLF REGENER

President and Chief Executive Officer

KOLIBRI GLOBAL ENERGY INC.

925 Broadbeck Drive, Suite 220

Thousand Oaks, California 91320

MANAGEMENT INFORMATION CIRCULAR

(Unless otherwise indicated, all information is as at June 7, 2023)

The Company is providing this information circular (the “Information Circular”) and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the “Meeting”) of the Company to be held on Thursday, July 13, 2023 and at any adjournments thereof. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

Unless otherwise indicated, dollar figures in this Information Circular are in U.S. currency (“US$”). Canadian dollars are referred to as “C$” herein.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of corona virus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we strongly recommend that shareholders vote by proxy or voting instruction form in advance of the Meeting and DO NOT attend the Meeting in person.

Shareholders can join the Meeting by telephone by requesting the dial-in details to our conference line from Katie Peterson at kpeterson@kolibrienergy.com. Please dial-in 5-10 minutes prior to the scheduled start time.

Shareholders who dial-in to our conference line will not be able to vote through this method. We recommend that you vote by proxy or voting instruction form in advance of the Meeting.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company (“Shares”) represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

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If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1; or sent by fax to Computershare Trust Company of Canada, Proxy Department at 1-866-249-7775 within North America or (416) 263-9524 outside North America, not later than two business days, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NOTICE-AND-ACCESS

The Company is not sending this Information Circular to registered or beneficial shareholders using “notice-and-access” as defined under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) of the Canadian Securities Administrators.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the Shares they own are not registered in their names but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “Nominee”). If you purchased your Shares through a broker, you are likely to be a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders. Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

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If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In accordance with the requirements of NI 54-101, the Company has elected to send the Meeting materials directly to “non-objecting beneficial owners” (“NOBOs”). If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Company intends to pay for an intermediary to deliver to “objecting beneficial owners” (or “OBOs”) the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournments thereof, or with the chairman of the Meeting on the day of the Meeting.

Only registered shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Shares without par value, of which 35,620,921 Shares are issued and outstanding as of June 7, 2023, the record date for the Meeting (the “Record Date”). Persons who are registered shareholders at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company has only one class of shares currently issued and outstanding.

To the knowledge of the directors and executive officers of the Company, except as disclosed below, no person beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all Shares of the Company:

Shareholder	Number of Shares			Percentage of Issued Capital (%)
TFG Asset Management UK LLP		7,070,568	(2)		20	%
Livermore Partners LLC(1)		5,133,945			14	%
Harrington Global Opportunities Fund Limited		4,077,050	(3)		11	%

(1)	The managing director of Livermore Partners LLC is David Neuhauser, a director of the Company, who exercises control or direction over the Shares owned by Livermore Partners LLC.
(2)	Based on TFG Asset Management UK LLP’s alternative monthly report dated March 3, 2023.
(3)	Estimated on a post-consolidation basis based on Harrington Global Opportunities Fund Limited’s SEDI filings.

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BUSINESS OF THE ANNUAL GENERAL MEETING

Receipt of the Financial Statements and Auditors’ Report

The consolidated financial statements of the Company for the year ended December 31, 2022 and the auditors’ report thereon will be placed before the shareholders at the Meeting.

If you wish to receive interim and/or annual financial statements from the Company you are encouraged to send the enclosed return card to Computershare Investor Services Inc. at the address set forth on the return card.

Election of Directors

The directors of the Company are elected at each annual meeting and hold office until the next annual meeting or until their successors are appointed.

Shareholder approval will be sought to fix the number of directors of the Company at five (5).

The Company has the following standing committees: Audit Committee, Compensation Committee, Corporate Governance Committee, Health, Safety and Environmental (“HS&E”) Committee and Reserves Committee.

Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individuals, is as follows:

Name, Jurisdiction of Residence and Position	Principal Occupation, Business or Employment	Previous Service as a Director	Number of Shares beneficially owned, or controlled or directed, directly or indirectly(6)
David Neuhauser(1)(2)(3)(5) Illinois, USA Director	Founder and Managing Director of Livermore Partners LLC	Since November 1, 2016		5,133,945	(9)
Eric Brown(1)(3)(4) British Columbia, Canada Director	President, E M Brown Consulting Corporation	Since May 26, 2008		58,462	(7)
Leslie O’Connor(2)(3)(4)(5) Colorado, USA Director	Associate of MHA Petroleum Consultants, LLC since February 2017. Managing Partner of MHA Petroleum Consultants, LLC between May 2006 and February 2017.	Since April 11, 2014		3,859
Wolf Regener(4) California, USA President, CEO and Director	President and CEO of the Company since May 27, 2008	Since May 25, 2010		315,522	(8)
Evan Templeton(1)(2)(5) New York, USA Proposed Director	Managing Director, Odinbrook Global Advisors LLC from April 2020 to present. Principal, WestOak Advisors LLC from January 2020 to present. Managing Director, Leveraged Credit Strategy, Jefferies LLC from April 2005 to March 2019.	Since July 19, 2022		7,950

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Corporate Governance Committee.
(4)	Member of the HS&E Committee.

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(5)	Member of the Reserves Committee.
(6)	Shares beneficially owned, or controlled or directed, directly or indirectly, as at the Record Date, based upon information furnished to the Company by individual directors.
(7)	38,433 Shares held through E M Brown Consulting Corp., a company controlled by Mr. Brown.
(8)	188,696 Shares held through Regener Family Trust; 89,633 Shares held through W&L Regener Family Trust; and 21,833 Shares held through Oil Guys, Inc, each of which are entities controlled by Mr. Regener.
(9)	David Neuhauser exercises control or direction over 5,133,945 Shares owned by Livermore Partners LLC.

Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote for the fixing of the number of directors at five (5) and for the director nominees listed herein.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

The Board believes that each director should have the confidence and support of the shareholders of the Company. To this end, the Board has unanimously adopted an Amended and Restated Majority Voting Policy and future nominees for election to the Board will be required to confirm that they will abide by this Amended and Restated Majority Voting Policy. Readers are referred to the full text of the policy, which is set out at Schedule “B” to this Information Circular.

To the knowledge of the Company, except as set out below, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any company (including the Company) that:

(i) was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

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(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Certain directors of the Company are presently directors of other reporting issuers (see “Participation of Directors in Other Reporting Issuers”).

Appointment of Auditors

The shareholders will be asked to vote for the appointment of KPMG LLP, Chartered Professional Accountants, of Calgary, Alberta, as auditors of the Company until the close of the next annual meeting, at such remuneration as may be approved by the Board. KPMG were first appointed auditors of the Company in May 2008.

Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote for the appointment of KPMG LLP, Chartered Professional Accountants as auditors of the Company.

EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS

The following Compensation Discussion and Analysis is intended to provide information about the Company’s philosophy, objectives and processes regarding compensation for the executive officers of the Company. It explains how decisions regarding executive compensation are made and the reasoning behind these decisions.

Compensation Philosophy and Objectives of Compensation Programs

To achieve the Company’s objectives, the Company believes it is critical to create and maintain compensation programs that attract and retain committed, highly-qualified personnel and to motivate them to assist in the achievement of the Company’s business objectives, by providing appropriate rewards and incentives.

The Company’s compensation program is designed to reward performance that contributes to the achievement of the Company’s business strategy on both a short-term and long-term basis, without unduly increasing the risks associated with the Company’s business and its business strategy. In furtherance of the foregoing the Company strives to reward qualities that it believes help achieve its strategy such as teamwork, individual performance in light of general economic and industry specific conditions, efforts to mitigate the business, financial and other risks facing the Company, integrity and resourcefulness, the ability to manage the Company’s existing assets, the ability to identify and pursue new business opportunities, responsibility and accountability, and tenure with the Company.

Risk-Management Implications

The Compensation Committee exercises both positive and negative discretion in relation to compensation and the allocation of ‘at-risk’ compensation (being cash bonuses and securities-based compensation), to encourage and reward performance that does not increase, and where practical mitigates, the Company’s exposure to business and financial risks including those identified in the Company’s Annual Information Form and Management’s Discussion and Analysis. The nature of the business and the competitive environment in which the Company operates requires some level of risk-taking to achieve growth. The following aspects of the Company’s executive compensation program are designed to encourage practices and activities that should enhance long-term value and sustainable growth and limit incentives that could encourage inappropriate or excessive risk-taking:

● an annual cash bonus target, determined as a percentage of an executive’s annual salary, that may be earned in a calendar year;

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● staged vesting over a two or three year period of stock options granted to executives with a maximum of one-third vesting per annum; and

● staged vesting over a three year period of restricted share units.

The Compensation Committee regularly considers risks associated with the Company’s compensation policies and practices. The Compensation Committee has not identified compensation policies or practices that are reasonably likely to have a material adverse effect on the Company.

The Company has adopted a policy prohibiting Named Executive Officers (as defined below) or directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by Named Executive Officers or directors.

Compensation Mix

The Company compensates its executive officers through base salary, cash bonuses, the award of stock options under the Company’s stock option plan (the “Option Plan”) and the award of restricted share units (“RSUs”) under the Company’s restricted share units plan (the “RSU Plan”) at levels which the Compensation Committee believes are reasonable in light of the performance of the Company under the leadership of the executive officers. The objective of the compensation program is to provide a combination of short, medium and long term incentives that reward performance and also are designed to achieve retention of high-quality executives.

The following table provides an overview of the elements of the Company’s compensation program.

Compensation Element	Award Type	Objective	Key Features
Base Salary	Salary	Provides a fixed level of regularly paid cash compensation for performing day-to-day executive level responsibilities.	Recognizes each officer’s unique value and historical contribution to the success of the Company in light of salary norms in the industry and the general marketplace.
Annual Cash Bonuses	Annual non-equity incentive plan	Motivates executive officers to achieve key corporate objectives by rewarding the achievement of these objectives.	Discretionary cash payments recommended to the Board by the Compensation Committee based upon contribution to the achievement of corporate objectives and individual performance.
Long-Term Incentives	Option-based and share-based awards	Long-term, equity-based, incentive compensation that rewards long-term performance by allowing executive officers to participate in the long-term appreciation of the Company’s Shares. The Compensation Committee believes that the granting of stock options and/or RSUs is required in order for the Company to be competitive with its peers from a total remuneration standpoint and to encourage executive officer retention.	Annual and special incentive stock option awards granted as determined by the Board, typically based on recommendations from the Compensation Committee. Options are granted at market price, generally vesting over two or three years and having a term of five years. RSUs vest over a three-year period.

The Named Executive Officers are also eligible to participate in the same benefits offered to all full-time employees. The Company does not view these benefits as a significant element of its compensation structure but does believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

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Assessment of Compensation

In determining appropriate levels of executive compensation the Compensation Committee utilizes publicly available compensation surveys and information contained within annual proxy circulars. The Compensation Committee also takes into account recommendations made by the Chief Executive Officer in respect of the Named Executive Officers (other than himself). In reviewing comparative data, the Compensation Committee does not engage in benchmarking for the purposes of establishing compensation levels relative to any predetermined point. In the Compensation Committee’s view, external and third-party survey data provides an insight into external competitiveness, but is not an appropriate single basis for establishing compensation levels. This is primarily due to the differences in the size, scope and location of operations of comparable corporations and the lack of sufficient appropriate matches to provide statistical relevance.

Salary: Base salary is intended to compensate core competences in the executive role relative to skills, experience and contribution to the Company. Base salary provides fixed compensation determined by reference to competitive market information. The Compensation Committee believes that salaries should be competitive and, as such, should provide the executive officers with an appropriate compensation that reflects their level of responsibility, industry experience, individual performance and contribution to the growth of the Company. The 2022 base salaries of the Named Executive Officers of the Company disclosed in the “Summary Compensation Table”, were established primarily on this basis.

Annual Cash Bonuses: Bonuses are paid at the discretion of the Board on recommendation of the Compensation Committee, based upon the performance of the individual, achievement of corporate objectives and the individual executive’s contribution thereto. Bonuses awarded by the Compensation Committee are intended to be competitive with the market while rewarding executive officers for meeting qualitative goals, including delivering near-term financial and operating results, developing long-term growth prospects, improving the efficiency and effectiveness of business operations and building a culture of teamwork focused on creating long-term shareholder value. Consistent with the flexible nature of the annual bonus program, the Compensation Committee does not assign any specific weight to any particular performance goal. The Board can exercise discretion to award compensation absent attainment of a pre-determined performance goal, or to reduce or increase the size of a bonus award. To date, the Board has not exercised its discretion to award a bonus absent attainment of applicable performance goals. The Compensation Committee considers not only the Company’s performance during the year with respect to the qualitative goals, but also with respect to market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances. In sum, the Compensation Committee analyzes the total mix of available information on a qualitative, rather than quantitative, basis in making bonus determinations. Target bonuses for Named Executive Officers may be exceeded if an executive officer is instrumental in the achievement of favourable milestones in addition to pre-determined objectives, and in circumstances where an executive’s individual commitment and performance is exceptional.

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Long-Term Incentives: The allocation of stock options and RSUs, and the terms thereof, are integral components of the compensation package of the executive officers of the Company. The Company’s Option Plan and RSU Plan are in place for the purpose of providing equity-based compensation to its officers, employees and consultants. The Compensation Committee believes that the grant of options and RSUs to the executive officers serve to motivate achievement of the Company’s long-term strategic objectives and the result will benefit all shareholders of the Company. Stock options and RSUs are awarded to employees of the Company (including the directors and Named Executive Officers) by the Board based in part upon the recommendation of the Compensation Committee, which bases its recommendations in part upon recommendations of the Chief Executive Officer relative to the level of responsibility and contribution of the individuals toward the Company’s goals and objectives.

To date, stock options granted to Named Executive Officers generally vest in tranches of one-third at the time of grant (subject to any applicable probationary period) and one-third on each of the first and second anniversary date of grant. The Compensation Committee exercises its discretion to adjust the number of stock options and RSUs awarded based upon its assessment of individual and corporate performance and the anticipated future hiring requirements of the Company. Also, the Compensation Committee considers the overall number of stock options and RSUs that are outstanding relative to the number of outstanding Shares of the Company and the overall number of stock options and RSUs held by each individual optionee relative to the number of stock options and RSUs that are available under the Option Plan and RSU Plan in determining whether to make any new grants of stock options and RSUs and the size of such grants. The granting of specific options and share units to Named Executive Officers are generally reviewed by the Compensation Committee for recommendation to the Board for final approval. To date, the Compensation Committee has not recommended the grant of any RSUs to Named Executive Officers or directors of the Company.

Performance Analysis

The following graph compares the yearly change in the cumulative total shareholder return for the Company’s five most recently completed financial years, assuming an investment of C$100 was made on January 1, 2018 in the Shares, with the cumulative total return of the S&P/TSX Composite Index for the comparable period.

The trend in the Company’s share price shown in the above graph corresponds approximately to the Company’s compensation to its Named Executive Officers during the same periods.

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The Compensation Committee reviews and recommends to the Board the remuneration of the Company’s Named Executive Officers. The Compensation Committee’s recommendations are based on a number of factors, including the Company’s performance as measured by the advancement of business objectives, which performance is not necessarily reflected in the trading price of the Shares on the Toronto Stock Exchange (the “TSX”). See “Compensation Discussion and Analysis” above. The trading price of the Shares on the TSX is subject to fluctuation based on a number of factors, many of which are outside the control of the Company. These include, but are not limited to, fluctuations and volatility in commodity prices for crude oil, natural gas and natural gas liquids, fluctuations and volatility in foreign exchange rates, global economic conditions, changes in government, environmental policies, legislation and royalty regimes, and other factors, some of which are disclosed and discussed under the heading “Principal Business Risks” in the Company’s most recently filed annual and interim Management’s Discussion and Analysis and under the heading “Risk Factors” in the most recently filed Annual Information Form of the Company, all of which are available for viewing under the Company’s profile at www.sedar.com.

Compensation Governance

The Company’s executive compensation program is administered by the Compensation Committee, which is currently comprised solely of independent directors. The current members of the Compensation Committee are Evan Templeton, David Neuhauser and Leslie O’Connor. Each member of the Compensation Committee is independent, as defined by applicable securities legislation, and is experienced in dealing with compensation matters by virtue of having previously held senior executive or similar positions requiring such individuals to be directly involved in establishing compensation philosophy and policies and in determining overall compensation of executives.

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As part of its mandate, the Compensation Committee reviews and recommends to the Board the remuneration of the Company’s senior executive officers. The Compensation Committee is also responsible for reviewing the Company’s compensation policies and guidelines generally. During 2022, the Compensation Committee held three (3) formal meetings and several informal meetings to address compensation matters including matters relating to hiring decisions and option awards.

The Compensation Committee has a written mandate that sets out the Compensation Committee’s structure, operations, and responsibilities. Among other things, the mandate requires the Board to appoint to the Compensation Committee three or more directors who meet the independence and experience requirements of applicable securities laws and stock exchange policies, as determined by the Board. The chair of the Compensation Committee may be designated by the Board or, if it does not do so, the members of the Compensation Committee may elect a chair by majority vote. Decisions at Committee meetings are decided by a majority of votes cast. The mandate also grants the Compensation Committee access to officers, employees and information of the Company and the authority to engage independent counsel and advisors as it deems necessary to perform its duties and responsibilities. The mandate of the Compensation Committee is described under “Corporate Governance Practices - Compensation of Directors and the Chief Executive Officer”.

In December 2022, the Compensation Committee retained Willis Towers Watson US LLC (“WTW”) to complete an assessment of competitive market pay and annual and long-term incentive compensation for the Company’s Chief Executive Officer and Chief Financial Officer. WTW was also commissioned to review the Company’s Board compensation program. There were no fees billed by WTW for the financial year ending December 31, 2022.

Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 Statement of Executive Compensation) sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company in respect of the following individuals (each, a “Named Executive Officer” or “NEO”):

(a) each individual who acted as CEO or CFO for all or any portion of the most recently completed financial year,

(b) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, (other than the CEO and the CFO), whose total compensation was, individually, more than $150,000 for the most recently completed financial year, and

(c) any individual who would have satisfied these criteria but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year.

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Non-Equity Incentive Plan Compensation

Name and Principal Position

Year

Salary ($)

Share Based Awards(1) ($)

Option- Based Awards (2)(3) ($)

Annual Incentive Plans(4) ($)

Long-Term Incentive Plans ($)

Pension Value ($)

All Other Compensation(5) ($)

Total Compensation ($)

Wolf Regener(5) President and Chief Executive Officer

2022

346,500

$

167,600

327,000

350,000

Nil

Nil

Nil

1,191,100

2021

313,000

Nil

Nil

Nil

Nil

Nil

Nil

313,000

2020

326,000

Nil

Nil

Nil

Nil

Nil

Nil

326,000

Gary Johnson Chief Financial Officer and Vice President

2022

273,700

$

68,400

141,700

185,000

Nil

Nil

Nil

668,800

2021

247,200

Nil

Nil

Nil

Nil

Nil

Nil

247,200

2020

257,500

Nil

Nil

Nil

Nil

Nil

Nil

257,500

(1) Represents RSUs, with each RSU entitling the holder to acquire one Share when vested. The value of share-based awards was determined using the Share price on the date of grant which is reported in Canadian dollars. All amounts above are in US$, calculated using the currency rates in effect on the date of grant. The RSUs were granted in April 2023 but were earned in 2022.

Wolf Regener:	In April 2023, Mr. Regener was granted 41,900 RSUs at C$5.38.
Gary Johnson:	In April 2023, Mr. Johnson was granted 17,100 RSUs at C$5.38.

(2) Represents options to purchase Shares of the Company, with each option upon exercise entitling the holder to acquire one Share. The grant date fair value has been calculated in accordance with Section 3870 of the CICA Handbook. The value of option-based awards was determined using the Black-Scholes option pricing model. These options were granted, and the Company’s Share trading price is reported in, Canadian dollars. All amounts above are in US$, calculated using the currency rates in effect on the date of grant.

Wolf Regener:

Mr. Regener was granted option awards in January 2022 and April 2023. The options granted in April 2023 were earned in 2022. The value of the January 2022 option-based awards, using the Black-Scholes option pricing model, was 135,000 Shares at C$0.70. The options were granted at an exercise price of C$0.80. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%. The value of the April 2023 option-based awards, using the Black-Scholes option pricing model, was 67,700 Shares at C$5.00. The options were granted at an exercise price of C$5.23. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 2.89%; (ii) current time to expiration of the option which was assumed to be 10 years; and (iii) the volatility for the Shares on the TSX, which was 110%.

Gary Johnson:

Mr. Johnson was granted option awards in January 2022 and April 2023. The options granted in April 2023 were earned in 2022. The value of the January 2022 option-based awards,, using the Black-Scholes option pricing model, was 70,000 Shares at C$0.70. The options were granted at an exercise price of C$0.80. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%. The value of the April 2023 option-based awards, using the Black-Scholes option pricing model, was 27,600 Shares at C$5.00. The options were granted at an exercise price of C$5.23. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 2.89%; (ii) current time to expiration of the option which was assumed to be 10 years; and (iii) the volatility for the Shares on the TSX, which was 110%.

(3) The actual value of the options granted to the Named Executive Officers will be determined based on the market price of the Shares at the time of exercise of such options, which may be greater or less than grant date fair value reflected in the table above. See “Outstanding Share-Based and Option-Based Awards - Named Executive Officers”.

(4) Annual Incentive Plan amounts represent discretionary cash bonuses earned in the year noted but paid in the following year. See “Compensation Discussion and Analysis”.

(5) “Nil” indicates perquisites and other personal benefits did not exceed C$50,000 or 10 percent of the total of the annual salary of the Named Executive Officer during the reporting period. “All Other Compensation” includes perquisites and other benefits including vehicle allowance, parking, life insurance premiums and club membership fees.

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Outstanding Share-Based Awards and Option-Based Awards - Named Executive Officers

The following table sets forth information with respect to all outstanding stock options granted under the Option Plan and all outstanding RSUs under the RSU Plan to the Named Executive Officers, as at December 31, 2022.

	Option-Based Awards							Share-based Awards
	Number of Securities Underlying Unexercised Options (#)(1)		Option Exercise Price (US$(2)/C$)		Option Expiration Date	Value of Unexercised In-the-Money Options (US$/C$)(3)		Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (S)	Market or payout value of vested share-based awards not paid out or distributed (s)
Wolf Regener		32,500		4.21/5.70	April 25, 2023		Nil/Nil	Nil	Nil	Nil
		135,000		0.59/0.80	January 13, 2027		211,300/286,200	Nil	Nil	Nil
Gary Johnson		22,500		4.21/5.70	April 25, 2023		Nil/Nil	Nil	Nil	Nil
		70,000		0.59/0.80	January 13, 2027		109,600/148,400	Nil	Nil	Nil

(1)	Options granted to Named Executive Officers are typically subject to vesting on the basis that one-third of the number granted vest on the date of grant, a further one-third vest on the first anniversary of the date of grant and the remaining third vest on the second anniversary of the date of grant.
(2)	These options were granted, and the Company’s Share trading price is reported, in Canadian dollars. On December 30, 2022, the last trading day of the financial year, the exchange rate as reported by the Bank of Canada was US$0.7383 = C$1.00.
(3)	Calculated based on the closing price of the Company’s Shares of C$3.98 (US$2.94) on December 30, 2022, the last trading day of the financial year.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards under the Option Plan and the RSU Plan to the Named Executive Officers of the Company that vested during the period ending December 31, 2022 and bonuses awarded to Named Executive Officers, for the financial year ending December 31, 2022.

	Option-Based Awards - Value Vested During Year (1)(2)	Share-Based Awards - Value Vested During Year	Non-Equity Incentive Plan Compensation- Value Earned During Year
Name	(US$/C$)	(C$)	(US$)
Wolf Regener	Nil/Nil	N/A		350,000
Gary Johnson	Nil/Nil	N/A		185,000

(1)	This amount is the dollar value that would have been realized if the options held by such individual had been exercised on the vesting date(s). This amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
(2)	This amount is the dollar value realized computed by multiplying the number of Shares by the market value of the underlying shares on the vesting date.

Additional information regarding the significant terms of the Company’s Option Plan and the Company’s RSU Plan is provided under “Stock Option Plan” and “RSU Plan” below.

Pension Plan Benefits

The Company has not established a pension plan for the benefit of its executive officers that provides for payments or benefits at, following, or in connection with retirement.

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Deferred Compensation Plans

The Company does not have any deferred compensation plans relating to a Named Executive Officer.

Employment Agreements and Termination and Change of Control Benefits

Wolf Regener is employed by the Company as President and Chief Executive Officer. His base salary for 2022 was $346,500 per annum and his annual cash bonus was $350,000. His employment contract provides for a severance payment upon termination of his employment either (a) without cause, or (b) on a “Change of Control”, being an event resulting in new persons possessing more than 50% of the voting power of the Company or any successor company, and where one of the following circumstances occurs within twenty-four (24) months of such event: (i) he is terminated without cause; (ii) his working location is transferred to a location more than fifty (50) miles from the Company’s current place of business in Newbury Park, California; (iii) he is demoted to a position of lesser seniority or authority; or (iv) his base salary is reduced to an annual amount at least 25% less than his base salary prior to the acquisition (together, the “triggering events”). Upon occurrence of either of these events, the Company will pay Mr. Regener a severance payment in the amount of twenty-four (24) months’ pay calculated on the basis of his base salary at the time of his termination, payable in accordance with the Company’s standard payroll schedule. The Company will also reimburse his health care premiums for twenty-four (24) months of medical benefits. In the event of the termination of his employment upon either of the above events, all stock options then held by him will immediately vest and will remain exercisable until the earlier of the expiry date of the said options and the date which is twenty-four (24) months immediately following the date upon which such notice of termination is delivered by the Company. Assuming a triggering event took place on December 31, 2022, the incremental payments, payables and benefits that Mr. Regener would be entitled to are $700,000 plus approximately $121,800 in benefits (amount of premiums and vacation pay). Mr. Regener would also be entitled to the amount of any bonus awarded but not then paid.

Gary Johnson is employed by the Company as Chief Financial Officer and Vice President. His base salary in 2022 was $273,700 per annum and his annual cash bonus was $185,000. If Mr. Johnson’s employment agreement is terminated without cause or upon a Change of Control (which is defined, in this instance, as an event in which a person or group acquires more than 50% of the Company’s outstanding capital stock, the sale of all or substantially all of the assets of the Company, or the removal of more than 50% of the then incumbent directors of the Company or the election of a majority of members of the board who were not nominees of the Company’s incumbent board at the time immediately preceding such election, and where one of the following occurs within twelve (12) months of such event: (i) his working location is transferred to a location more than fifty (50) miles from the Company’s current place of business in Newbury Park, California; (ii) there is a material diminution in his authorities, duties or responsibilities; or (iii) his gross base salary is reduced by at least 10%) his employment contract entitles him, in addition to his final pay and benefits and accrued paid time off through the last date of employment, to the following payments upon termination: a severance payment of twelve (12) months’ pay calculated on the basis of his base salary at the time of his termination, payable in accordance with the Company’s standard payroll schedule and reimbursement for group health coverage for twelve (12) months. In addition, under the Company’s stock option plan, in the event of Change of Control all stock options then held will immediately vest and, in the event of a termination without cause, all stock options will remain exercisable until the earlier of the expiry date and the date which is ninety (90) days immediately following the date upon which such notice of termination is delivered by the Company. Assuming a termination without cause or a Change of Control took place on December 31, 2022, the incremental payments, payables and benefits that Mr. Johnson would be entitled to as at such date is $273,700 plus approximately $70,700 in benefits (vacation pay and medical benefits). Mr. Johnson would also be entitled to any bonus awarded and not then paid.

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The Company’s Option Plan agreements, including those agreements with the Named Executive Officers, contain a provision that if a Change of Control occurs, all option shares subject to outstanding options will become vested, whereupon such options may be exercised in whole or in part subject to the approval of the TSX, if necessary.

Compensation of Directors

The Company compensates its executive officers through base salary, cash bonuses and the award of stock options under the Option Plan. The Company also has the ability to award RSUs under the RSU Plan. No bonuses were paid by the Company to its directors for the year ended December 31, 2022. From January to March 2022, the Directors’ fees were comprised of meeting fees of C$1,000 per meeting attended. From April to December 2022, the per meeting fee of C$1,000 was eliminated and Director fees were changed as follows: (i) a US$30,000 annual board fee to be paid to the directors of the Company, (ii) an additional US$15,000 fee for the Chair of the board of directors, and (iii) an additional US$5,000 fee for the Chair of each committee of the board of directors, which is payable in four equal payments at the commencement of each fiscal quarter, commencing effective April 1, 2022. In addition, Special Committee members are paid US$1,500 per month for the number of months that the Special Committee is active.

The following table sets forth the compensation paid to the directors who are not also NEOs for the Company’s most recently completed financial year:

Director Name	Fees Earned(1)		Share- Based Awards(2)		Option- Based Awards(3)		Non-Equity Incentive Plan Compensation	Pension Value		All Other Compensation	Total
	($)		($)		($)		($)	($)		($)	($)
David Neuhauser	$	55,000	$	45,000	$	53,000	Nil		Nil	Nil	$	153,000
Eric Brown	$	51,200	$	45,000	$	41,800	Nil		Nil	Nil	$	138,000
Leslie O’Connor	$	34,500	$	45,000	$	41,800	Nil		Nil	Nil	$	121,300
Evan Templeton(4)	$	17,500	$	45,000	$	91,600	Nil		Nil	Nil	$	154,100

(1) All amounts above are in US$. Special Committee members are paid US$1,500 per month for the number of months that the Special Committee is active.

(2) Represents RSUs with each RSU entitling the holder to acquire one Share when vested. The value of share-based awards was determined using the stock price on the date of grant which is reported in Canadian dollars. All amounts above are in US$, calculated using the currency rates in effect on the date of grant. The RSUs were granted in June 2023 but were earned in 2022.

David Neuhauser:	In June 2023, Mr. Neuhauser was granted 11,785 RSUs at C$5.13.
Eric Brown:	In June 2023, Mr. Brown was granted 11,785 RSUs at C$5.13.
Leslie O’Connor:	In June 2023, Ms. O’Connor was granted 11,785 RSUs at C$5.13.

Evan Templeton: In June 2023, Mr. Templeton was granted 11,785 RSUs at C$5.13.

(3) Represents options to purchase Shares of the Company, with each option upon exercise entitling the holder to acquire one Share. The grant date fair value has been calculated in accordance with Section 3870 of the CICA Handbook. The value of option-based awards was determined using the Black-Scholes option pricing model. These options were granted, and the Company’s Share trading price is reported in, Canadian dollars. All amounts above are in US$, calculated using the currency rates in effect on the date of grant.

David Neuhauser: In 2022, the value of option-based awards, using the Black-Scholes option pricing model, was 95,000 Shares at C$0.70. The options were granted at an exercise price of C$0.80. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%.

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Eric Brown:	In 2022, the value of option-based awards, using the Black-Scholes option pricing model, was 75,000 Shares at C$0.70. The options were granted at an exercise price of C$0.80. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%.
Leslie O’Connor:	In 2022, the value of option-based awards, using the Black-Scholes option pricing model, was 75,000 Shares at C$0.70. The options were granted at an exercise price of C$0.80. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%.
Evan Templeton:	In 2022, the value of option-based awards, using the Black-Scholes option pricing model, was 75,000 Shares at C$1.63. The options were granted at an exercise price of C$1.89. Key additional weighted average assumptions used were: (i) the risk free interest rate, which was 1.56%; (ii) current time to expiration of the option which was assumed to be 5 years; and (iii) the volatility for the Shares on the TSX, which was 150%.

(4) Evan Templeton was appointed a director of the Company on July 19, 2022.

The compensation of Mr. Regener, who is both a director and a Named Executive Officer, is disclosed in the sections above.

Outstanding Share-Based Awards and Option-Based Awards – Directors

The following table sets forth information with respect to all outstanding share-based and option-based awards to directors who are not Named Executive Officers as at December 31, 2022.

Option-based Awards								Share-based Awards
Name	Number of Securities Underlying Unexercised Options (#)(1)		Option Exercise Price (US$(2)/C$)		Option Expiration Date	Value of Unexercised In-the-Money Options(3) (US$(2)/C$)		Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (S)	Market or payout value of vested share-based awards not paid out or distributed (s)
David Neuhauser		100,000		4.21/5.70	April 25, 2023		Nil/Nil	Nil	Nil	Nil
		95,000		0.59/0.80	January 13, 2027		148,700/201,400	Nil	Nil	Nil
Eric Brown		100,000		4.21/5.70	April 25, 2023		Nil/Nil	Nil	Nil	Nil
		75,000		0.59/0.80	January 13, 2027		117,400/159,000	Nil	Nil	Nil
Leslie O’Connor		100,000		4.21/5.70	April 25, 2023		Nil/Nil	Nil	Nil	Nil
		75,000		0.59/0.80	January 13, 2027		117,400/159,000	Nil	Nil	Nil
Evan Templeton(4)		75,000		1.40/1.89	July 18, 2027		77,200/104,500	Nil	Nil	Nil

(1)	Options granted to directors are typically subject to vesting on the basis that one-third of the number granted vest on the date of grant, a further one-third vest on the first anniversary of the date of grant and the remaining third vest on the second anniversary of the date of grant.
(2)	These options were granted, and the Company’s Share trading price is reported, in Canadian dollars. On December 30, 2022, the last trading day of the financial year, the exchange rate as reported by the Bank of Canada was US$0.7383 = C$1.00.
(3)	Calculated based on the closing price of the Company’s Shares of C$3.98 (US$2.94) on December 30, 2022, the last trading day of the financial year.
(4)	Evan Templeton was appointed a director of the Company on July 19, 2022.

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information in respect of the value of awards under the Option Plan and the RSU Plan to directors that vested during the period ending December 31, 2022 and bonuses awarded to directors, for the financial year ending December 31, 2022.

			Non-Equity Incentive Plan
	Option-Based Awards -	Share-Based Awards -	Compensation-
	Value Vested During Year(1)(2)	Value Vested During Year(3)	Value Earned During Year
Name	(US$/C$)	(US$/C$)	(US$/C$)
David Neuhauser	Nil/Nil	N/A	Nil/Nil
Eric Brown	Nil/Nil	N/A	Nil/Nil
Leslie O’Connor	Nil/Nil	N/A	Nil/Nil
Evan Templeton	Nil/Nil	N/A	Nil/Nil

(1)	This amount is the dollar value that would have been realized if the options held by such individual had been exercised on the vesting date(s). This amount is computed by obtaining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option-based award on the vesting date.
(2)	The actual value of the options granted to the director will be determined based on the market price of the Shares at the time of exercise of such options, which may be greater or less than the value at the date of vesting reflected in the table above.
(3)	This amount is the dollar value realized computed by multiplying the number of Shares by the market value of the underlying shares on the vesting date

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the matters described under “Particulars Of Other Matters To Be Acted Upon” in this Information Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any director or officer of the Company, any person or company who beneficially owns, controls or directs, directly or indirectly, more than 10 percent of the Company’s voting securities, or any associate or affiliate of such person in any transaction since January 1, 2022 or in any proposed transaction which in either case has materially affected or will materially affect the Company or its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company or any subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company at any time since the start of the Company’s most recent completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time since the beginning of the year ended December 31, 2022 has there been any indebtedness of any director or officer, or any associate of any such director or officer, to the Company or to any other entity which is, or at any time has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information, as at the end of the most recently completed financial year, with respect to the Company’s compensation plans under which equity securities are authorized for issuance.

Plan Category	Number of Shares to be issued upon exercise of outstanding options, warrants or rights (a)(1)		Weighted-average exercise price of outstanding options, warrants or rights (b) (US$)		Number of Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c)
Equity compensation plans approved by security holders		776,000		1.67		2,785,592
Equity compensation plans not approved by security holders		Nil		Nil		Nil
Total		776,000		1.67		2,785,592

(1)

Incentive stock options are the only compensation arrangement in respect of which equity securities of the Company are currently authorized for issuance. As of December 31, 2022, there were no RSUs or incentive warrants outstanding.

(2)

Represents the number of Shares remaining available for future issuance under stock options available for grant as of December 31, 2022 under the Option Plan. The maximum number of Shares which may be issued pursuant to options granted under the Plan is 10% of the issued and outstanding Shares at the time of grant. Any awards granted under the RSU Plan will reduce the number of Shares remaining available for future issuance under the Option Plan.

STOCK OPTION PLAN

The Company’s Option Plan was adopted in 2008 and approved by the shareholders on May 27, 2009. The Option Plan governs the issuance of stock options to directors, officers, employees, management company employees (as defined in the Option Plan), and consultants and service providers of the Company and its subsidiaries that are retained by the Company and its subsidiaries, (the “Eligible Participants”). The purpose of the Plan is to give to Eligible Participants, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price not less than the market price at the time of grant.

The directors approved amendments to the Option Plan on May 15, 2019 to facilitate the administration of the Option Plan, including cashless exercise of options and to comply with certain United States state laws. The amendments to the Option Plan do not prejudice the rights of any optionee and do not fall within any of the specified types of amendments that would require shareholder approval under the terms of the Option Plan or the policies of the TSX.

The maximum number of Shares reserved for issuance pursuant to the Option Plan, together with any Shares reserved for issuance pursuant to any other security-based compensation arrangements (as defined by the rules of the TSX), is 10% of the Company’s issued Shares from time to time. As at the Record Date, 10% of the issued and outstanding Shares is 3,561,592.

Any unallocated entitlements under the Option Plan must be approved and ratified by shareholders every three years. The next date by which unallocated entitlements under the Option Plan require such approval is required is July 13, 2026.

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In addition to the limitation on the number of Shares reserved for issuance, the Option Plan contains the following additional limitations:

(a) the number of Shares reserved for issuance under the Option Plan and all of the Company’s other previously established or proposed share compensation arrangements in aggregate shall not exceed 10% of the total number of issued and outstanding Shares at the grant date on a non-diluted basis;

(b) the number of Shares issuable to Insiders at any time under all security-based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis;

(c) the number of Shares issued to Insiders as a group within a one-year period under all security based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Shares as at the end of such one year period; and

(d) the maximum non-employee director participation under the Option Plan (together with the equity award value of RSUs granted to each such director under the Company’s RSU Plan) is limited to an annual equity award value of $100,000 per non-employee director, provided that this limit does not apply to an initial grant of options to a newly appointed or elected non-employee director.

The exercise price of each stock option is determined by the Board at the time of granting the stock option, provided that the exercise price of stock options granted pursuant to the Option Plan cannot be lower than the last closing price of the Shares on the TSX at the time of grant.

Pursuant to the terms of the Option Plan, the Board has the discretion to determine the term and vesting provisions of the stock options at the time of granting the stock options. Options granted to date typically vest as to one-third on the date of grant and one-third on each of the first and second anniversaries of the date of grant.

The Option Plan does not contain provisions allowing for the transformation of a stock option into a stock appreciation right.

If any options issued under the Option Plan are not exercised within their term, the Shares reserved and authorized for issuance pursuant to such stock options will again be available for issuance under the Option Plan.

Although the maximum term of options granted under the Option Plan is ten years, options granted to date generally have a five-year term. The expiry date of an option is the later of the specified expiry date and, where a blackout period is imposed by the Company and the specified expiry date falls within the blackout period or within 5 trading days after such a blackout period, the date that is 10 trading days following the end of the blackout period.

Options are non-transferable and non-assignable. All options held by an Eligible Participant whose office or employment is terminated for cause cease to be exercisable on the date of such termination, whether vested or not.

If an optionee ceases to be an Eligible Participant other than for cause or as a result of death or disability, options held by such optionee that have vested remain exercisable for a period of not more than 90 days after the optionee ceases to be an Eligible Participant (30 days if the optionee is engaged in investor relations activities), unless a longer period is provided pursuant to the terms of the optionee’s employment agreement with the Company. In the event of the optionee’s death or disability, for a period of 365 days subject, in each case, to the option expiry date, if earlier. For greater certainty, options that have not vested at the time an optionee ceases to be an Eligible Participant shall not vest and will be cancelled.

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Upon a change of control (as defined in the Option Plan) all Shares subject to stock options shall immediately become vested and may thereupon be exercisable in whole or in part by the option holder. The Board has the power to accelerate the expiry date of outstanding stock options in connection with a take-over bid.

The Option Plan contains a cashless exercise feature whereby the exercise price of options may, at a participant’s election, be advanced by an independent brokerage firm. The advance is deducted from the proceeds of sale of the Shares issued on exercise, and the remaining proceeds are paid to the participant.

The Option Plan permits the directors to amend, modify and change the provisions of an option or the Option Plan without obtaining approval of shareholders in certain circumstances. The amendment provisions of the Option Plan are as follows:

(a) the Board may, at any time and from time to time, amend, suspend or terminate the Option Plan and securities granted thereunder without shareholder approval, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or the consent or deemed consent of an optionee where such amendment, suspension or termination materially prejudices the rights of that optionee.

(b) notwithstanding the foregoing, the Board may not, without the approval of the shareholders of the Company, make amendments to the Option Plan for any of the following purposes:

(i) to increase the maximum percentage of Shares that may be issued pursuant to options granted under the Option Plan as set out in the Option Plan;

(ii) to reduce the exercise price of options;

(iii) to extend the expiry date of options;

(iv) to increase the non-employee director participation limit outlined above;

(v) to permit options to be transferable or assignable other than for normal estate settlement purposes; and

(vi) to amend the provisions of this subsection (b).

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(c) in addition to changes that may be made pursuant to the Option Plan in connection with a share reorganization, special distribution or corporate organization, the Board may, at any time and from time to time, without the approval of the shareholders of the Company, amend any term of any outstanding option (including, without limitation, the exercise price, vesting and expiry of the option), provided that:

(i) any required approval of any regulatory authority or stock exchange is obtained;

(ii) if the amendments would reduce the exercise price or extend the expiry date of options, approval of the shareholders of the Company must be obtained;

(iii) the Board would have had the authority to initially grant the option under the terms so amended; and

(iv) the consent or deemed consent of the optionee is obtained if the amendment would materially prejudice the rights of the optionee under the option.

The Option Plan provides for adjustment, subject to approval of the stock exchange on which the Shares are then listed, of the number of option Shares and/or the exercise price in the event of a Share Reorganization or a Special Distribution (each as defined in the Option Plan). In the case of a Corporate Reorganization (as defined in the Option Plan), an optionee will become entitled to purchase the kind and amount of shares or other securities or property that the optionee would have been entitled to receive had he held the Shares underlying the Options on the effective date of the reorganization, with appropriate adjustments.

Burn Rate – The Option Plan burn rate for each of the three most recently completed fiscal years is set out below:

Year End	Options Granted		WASO		Burn Rate(1)
2022		634,500		35,610,050		1.8	%
2021		Nil		N/A		N/A
2020		Nil		N/A		N/A

⁽¹⁾ Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

This summary of certain features of the Option Plan is subject to and qualified in its entirety by reference to the full text of the Option Plan, which is available for viewing on the Company’s website at www.kolibrienergy.com. The Option Plan will also be available for inspection by shareholders during normal business hours prior to the date of the Meeting at the Company’s records office at Suite 1000, 595 Howe Street, Vancouver, BC, and can also be requested by contacting the Chief Financial Officer of the Company at 925 Broadbeck Drive, Suite 220, Thousand Oaks, California 91320, tel: (805) 484-3613.

RSU PLAN

The Company’s existing RSU Plan was adopted in 2022 and has a ten-year term which expires in July 2032.

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The RSU Plan enables the Company to grant RSUs to directors, officers and employees of the Company or any subsidiary thereof. The RSU Plan is intended to provide for alignment of interests between directors, executive officers and employees of the Company and its affiliates (for the purposes of this section, “Designated Participants”) and shareholders of the Company, and to provide a compensation mechanism for Designated Participants that appropriately reflects the responsibility, commitment and risk accompanying their roles. The RSU Plan is also intended to assist the Company to attract, retain and motivate Designated Participants with experience and ability, and to allow Designated Participants to participate in the success of the Company.

Any unallocated entitlements under the RSU Plan must be approved and ratified by shareholders every three years. The next day by which such approval is required is July 19, 2025.

The following is a summary of certain features of the RSU Plan:

Awarding RSUs

● The Board has authority to administer and interpret the RSU Plan.

● RSUs may be granted to such Designated Participants as may be determined by the Board in its sole discretion with effect from such dates as the Board may specify. As at the date of this Circular, no RSUs have been granted under the RSU Plan.

● Whenever a dividend is paid on the Shares, additional RSUs (“dividend equivalent RSUs”) will be credited to a Designated Participant’s RSU account. The number of such additional RSUs to be so credited will be calculated by dividing the dividend that would have been paid to such Designated Participant if the RSUs recorded in the Designated Participant’s RSU account as at the record date for the dividend had been Shares, whether or not vested, by the five-day volume-weighted average price of the shares on TSX (the “Market Value”) on the Trading Day (as defined in the RSU Plan) immediately preceding the date on which the Shares began to trade on an ex-dividend basis, rounded down to the next whole number of RSUs.

● The Shares which may be made subject to issuance under RSUs from time to time may not exceed 1.5% of the number of outstanding Shares from time to time calculated on a non-diluted basis, and Shares reserved for issuance pursuant to granted RSUs will reduce the number of Shares that may be made subject to Options under the Option Plan.

● The maximum number of Shares issuable to insiders, at any time, pursuant to the RSU Plan, together with all of the Company’s other security-based compensation arrangements, is 10% of the Company’s issued and outstanding Shares calculated on a non-diluted basis; and

● The maximum number of Shares issued to insiders within any one-year period pursuant to the RSU Plan, together with all of the Company’s other security based compensation arrangements, is 10% of the Company’s issued and outstanding Shares calculated on a non-diluted basis; and

● The equity award value of RSUs granted each year to any one non-employee director, together with the equity award value of options to purchase Shares granted pursuant to the Company’s stock option plan in such year, is limited to $100,000, except in the case of an initial grant of RSUs to newly appointed or elected non-employee directors.

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Termination of Employment

● If the Designated Participant’s employment ceases because of termination for cause or because of the resignation of the Designated Participant other than for good reason, all RSUs (and any dividend equivalent RSUs credited in respect thereof), whether or not vested, shall immediately expire and the Designated Participant shall have no further rights respecting such RSUs (and dividend equivalent RSUs); and

● If a Designated Participant’s RSUs have not vested and the Designated Participant’s employment ceases because of termination without cause or resignation for good reason, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date set forth in the grant notice shall vest, based on the number of days since the grant date to the date of such termination or resignation in relation to the total number of days from the grant date to such vesting date.

Transferability

● Rights with respect to RSUs shall not be transferable or assignable other than by will or the laws of descent and distribution.

Vesting

● RSUs granted to a Designated Participant shall vest, as to one-third (1/3) of the number of such RSUs, on each of the first, second and third anniversaries of the Grant Date, unless otherwise directed by the Board, and dividend equivalent RSUs received by a Designated Participant shall vest with the RSUs in respect of which they were credited to the Designated Participant’s RSU account.

● Dividend equivalent RSUs received by a Designated Participant shall vest with the RSUs in respect of which they were credited to the Designated Participant’s RSU account.

● If a Designated Participant dies, retires, suffers a disability, is terminated without cause or resigns for good reason prior to the vesting of the RSUs granted to the Designated Participant, the Board may determine, in its sole discretion, whether or not any or all of the RSUs and any dividend equivalent RSUs in respect of such RSUs, shall otherwise be considered to have vested, and the date on which the Board determines that some or all of the Designated Participant’s RSUs have vested shall be considered to be the vesting date for such RSUs that have so vested. If the Board does not so determine:

○ in the case of death, retirement or disability, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date for such RSUs shall vest, based on the number of days since the grant date to the date of death, retirement or disability in relation to the total number of days from the grant date to such vesting date, and such RSUs shall be redeemed and certificates shall be issued to the Designated Participant or the Designated Participant’s beneficiary or estate on the next scheduled vesting date set forth in the grant notice; and

○ in the case of termination without cause or resignation for good reason, a pro-rata portion of the Designated Participant’s RSUs (and any dividend equivalent RSUs credited in respect thereof) that are scheduled to vest on the next scheduled vesting date for such RSUs shall vest, based on the number of days since the grant date to the date of such termination or resignation in relation to the total number of days from the grant date to such vesting date, and such RSUs shall be redeemed and certificates shall be issued to the Designated Participant or the Designated Participant’s beneficiary or estate on the next scheduled vesting date set forth in the grant notice.

- 24 -

● If a Designated Participant is terminated for cause or resigns without good reason, his or her RSUs will immediately expire as of the date of termination. The date of termination shall be the Designated Participant’s last day of active employment and shall not include any period of statutory, contractual or reasonable notice or any period of deemed employment.

Redemption

● Shares issued pursuant to the RSU Plan shall be considered fully paid in consideration of past services performed for the Company that is no less in value than the fair equivalent of the money the Company would have received if the Shares had been issued for money.

● Each RSU is redeemed for one Share on the date that is five business days after the date on which the RSU vests.

● If a vested RSU would otherwise be redeemed during a self-imposed blackout period or within five business days after the date on which such blackout period ends, then, notwithstanding any other provision of the RSU Plan, the RSU shall instead be redeemed on the date which is 10 business days after the date on which the self-imposed blackout period ends.

Change of Control

● If there is (a) an acquisition by any person or group of persons acting jointly or in concert which, when added to all other Shares held by such person or persons, constitutes in the aggregate more than 50% of the outstanding Shares, (b) the removal, by extraordinary resolution of the shareholders of the Company, of more than 50% of the then incumbent members of the Board, or the election of a majority of the directors comprising the Board who were not nominated by the Company’s incumbent Board at the time immediately preceding such election, (c) consummation of a sale of substantially all of the assets of the Company; or (d) the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as (a) to (c), a “Change of Control” will have occurred for the purposes of the RSU Plan.

● In the event of a Change of Control, should the acquirer, an affiliate thereof or the successor to the Company agree to assume all of the obligations of the Company under the RSU Plan and the Board determines that such assumption is consistent with the objectives of the RSU Plan, the RSU Plan and all outstanding awards will continue on the same terms and conditions, except that, if applicable, RSUs may be adjusted to a right to acquire shares of the acquirer or its affiliate. In the event the RSU Plan is so continued, the RSUs of Designated Participants whose employment thereafter ceases for any reason other than resignation without good reason or termination for cause shall immediately be deemed to vest and the Company shall, at its option, redeem such vested RSUs by issuing Shares or paying to such Designated Participant a cash amount equal to the Market Value of such vested RSUs as of the date of termination.

● In the event of a Change of Control where the acquirer or an affiliate thereof or the successor to the Company does not agree to assume all of the obligations of the Company under the RSU Plan, or the Board determines that such assumption is not consistent with the objectives of the RSU Plan, all unvested RSUs held by each Designated Participant shall immediately be deemed to be vested and the Company shall, at its option, redeem all such vested RSUs by issuing Shares or paying to such Designated Participant a cash amount equal to the Market Value of such vested RSUs as of the Change of Control date.

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Amendments

● Subject to applicable law, including the rules and regulations of the TSX, and the restrictions described below, the Board may amend, suspend or terminate the RSU Plan at any time without shareholder notice or approval for any purpose which, in the opinion of the Board, may be expedient or desirable.

● The Board shall not materially adversely alter or impair any rights of a Designated Participant or materially increase any obligations of a Designated Participant with respect to RSUs previously awarded without the consent of a Designated Participant.

● The Board may approve amendments relating to the RSU Plan or alterations to the rights or obligations of a Designated Participant with respect to previously granted RSUs without obtaining shareholder approval, to the extent that such amendment:

○ is of a typographical, grammatical, clerical or administrative nature or is required to comply with applicable regulatory requirements (including the TSX Rules);

○ is an amendment relating to administration of the RSU Plan and eligibility for participation under the RSU Plan;

○ changes the terms and conditions on which RSUs may be or have been granted pursuant to the RSU Plan, including change to the vesting provisions of the RSUs;

○ changes the termination provisions of a RSU or the RSU Plan; or

○ is an amendment of a “housekeeping nature”.

● Shareholder approval will be required for the following amendments to the RSU Plan:

○ increasing the number of securities issuable under the RSU Plan;

○ making a change to the class of Designated Participants that would have the potential of broadening or increasing participation by insiders;

○ increasing the non-employee director participation limit;

○ amending the restriction on transferability of RSUs;

○ permitting awards other than RSUs to be made under the RSU Plan; and

○ deleting or reducing the amendments that require shareholders’ approval under the RSU Plan.

● If the Board terminates or suspends the RSU Plan, no new RSUs (other than dividend equivalent RSUs) will be credited to the RSU account of a Designated Participant. On termination of the RSU Plan, the vesting of any and all RSUs not then vested will be accelerated and, on a date or dates selected by the Board in its discretion, payment in the form of Shares will be made to the Designated Participant in respect of RSUs.

The foregoing summary of certain features of the RSU Plan is subject to and qualified in its entirety by the full text of the RSU Plan, which will be available for inspection by shareholders during normal business hours prior to the date of the Meeting at the Company’s records office at Suite 1000, 595 Howe Street, Vancouver, BC, and can also be requested by contacting the Chief Financial Officer of the Company at 925 Broadbeck Drive, Suite 220, Thousand Oaks, California 91320, tel: (805) 484-3613.

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Burn Rate

The RSU Plan burn rate for each of the three most recently completed fiscal years is set out below:

Year End	RSUs Granted	WASO	Burn Rate(1)
2022	Nil	N/A	N/A
2021	Nil	N/A	N/A
2020	Nil	N/A	N/A

⁽¹⁾ Annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan by the weighted average number of securities outstanding for the applicable fiscal year.

CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 – Disclosure of Corporate Governance Practices, establishes recommended corporate governance guidelines for all public companies. The following discloses the Company’s corporate governance practices relative to the recommendations.

Independence of Members of Board

The Company’s Board currently consists of five (5) directors, four (4) of whom are independent based upon the tests for independence set forth in National Instrument 52-110 – Audit Committees (“NI 52-110”). Therefore, a majority of the directors are independent, including the current chair of the Board, Mr. Neuhauser. Mr. Regener is not independent by virtue of holding the office of President and Chief Executive Officer of the Company. The Board holds in camera sessions at which non-independent directors and members of management are not in attendance during Board meetings as needed to facilitate open and candid discussion among its independent directors.

Board Diversity

The Company does not impose term limits on its directors. The Company believes term limits are an arbitrary mechanism for removing directors, and can result in highly qualified and experienced directors forced out solely based on the length of their service. Please see the section “Nomination of Directors” below for more detail.

The Company is committed to developing a diverse environment where individual differences are respected and diversity is promoted and valued. The Company believes that a diverse workforce enhances the Company’s effectiveness by leveraging access to a broad spectrum of experience, skills, and knowledge. The Company recognizes the benefits from creating and maintaining a diverse and inclusive culture within its workforce, including exposure to different perspectives. Therefore, while opportunities will be primarily based on performance, skill and merit, due consideration will be given to diversity in all aspects of employment of and engagement by an employee, officer or director of the Company, including selection, recruitment, hiring, promotion, compensation, termination, training and development. For clarity, “diversity” means any element or quality that can be used to differentiate groups and people from one another, including differences based on race, color, religion, gender and gender identity, sexual orientation, family or marital status, political belief, age, national or ethnic origin, citizenship or physical or mental disability, among others.

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The Board currently includes one (1) woman, which represents 20% of the Company’s total Board members. The Company has not adopted a written policy in respect of the identification and nomination of women for Board or executive officer appointments, nor established targets regarding the representation of women on the Board or executive officer positions.

Management Supervision by Board

Management reports upon the operations of the Company generally, on a monthly basis, directly to the Board. The directors meet at any time they consider necessary, and as the Chairman considers necessary without the presence of any members of management including executive directors. The Company’s auditors, legal counsel and employees may be invited to attend. The audit committee is composed entirely of independent directors who meet with the Company’s auditors without management in attendance. The independent directors exercise their responsibilities for independent oversight of management through regular reports of management to the full Board. The directors have regular and full access to management.

Participation of Directors in Other Reporting Issuers

Directors of the Company are also directors of other reporting issuers in Canada or foreign jurisdictions, as described in the table below.

Name of Director	Name of Reporting Entity
Eric Brown	None
Wolf Regener	None
Leslie O’Connor	None
David Neuhauser	Jadestone Energy Inc., Amaroq Minerals Ltd.
Evan Templeton	None

Participation of Directors in Board Meetings

The participation of the directors in meetings of the Board and its standing meetings during the year ended December 31, 2022, is described in the following table:

Director	Board of Directors	Audit Committee(1)	Compensation Committee(2)	Corporate Governance Committee	HS&E Committee	Reserves Committee
David Neuhauser	4/4	4/4	3/3	1/1	N/A	1/1
Eric Brown	4/4	4/4	2/2	1/1	1/1	1/1
Leslie O’Connor	4/4	2/2	3/3	1/1	1/1	1/1
Wolf Regener	4/4	N/A	N/A	N/A	1/1	N/A
Evan Templeton	2/2	2/2	1/1	N/A	N/A	N/A

(1)	On July 19, 2022, Evan Templeton was appointed a director of the Company and was appointed to serve as a member of the Audit Committee. As of July 19, 2022, Leslie O’Connor no longer serves as a member of the Audit Committee.
(2)	On July 19, 2022, Evan Templeton was appointed a director of the Company and was appointed to serve as a member of the Compensation Committee. As of July 19, 2022, Eric Brown no longer serves as a member of the Compensation Committee.

Board Mandate

The Board has adopted a Board Mandate entitled the “Board of Directors Terms of Reference”, the text of which is attached as Schedule “A” to this Information Circular.

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Position Descriptions

The Board has adopted a position description for the Chair of the Board, which provides, among other things, that the Chair shall: oversee the discharge of the Board’s obligations; chair Board meetings; ensure that the Board works as a cohesive team with adequate resources and proper systems for delegation; ensure that matters for its consideration are addressed in a timely manner and are well documented; and communicate board decisions and expectations to management.

Specific position descriptions have not been adopted for the chairs of each of its committees as the Board is of the view that the mandates of the committees are sufficiently specific that no separate description is necessary for the chairs of such committees. The Board has developed a position description for the Chief Executive Officer.

Orientation and Continuing Education

While the Company does not have a formal orientation and training program, new Board members are provided with:

1.	access to recent, publicly filed documents of the Company;
2.	access to management;
3.	access to legal counsel in the event of any questions relating to the Company’s compliance and other obligations; and

4. internal presentations prepared by Company personnel on matters relevant to the Company’s business and operations.

Board members are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of the Company; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.

The Board adopted a Code of Conduct (the “Code”) in 2009. The Code is available on SEDAR at www.sedar.com. The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Corporate Governance Committee, which is currently composed entirely of independent directors. The current members of the Corporate Governance Committee are David Neuhauser, Leslie O’Connor and Eric Brown. Compliance with the Code is monitored primarily through the reporting process within the Company’s organizational structure, including through the confidential Whistleblower Policy implemented and overseen by the Audit Committee.

It is a requirement of applicable corporate law that directors who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material. The Code imposes a similar disclosure requirement on all non-director executive officers of the Company and requires such persons to report such conflict to the executive officer to whom that person reports in the course of his employment responsibilities, or, in the case of a senior executive officer, to the Corporate Governance Committee and fully inform such person or the committee, as applicable, of the facts and circumstances related to the conflict or potential conflict. The representative is prohibited from taking any further action in respect of the matter or transaction giving rise to such conflict or potential conflict unless and until he is authorized to do so by his reporting officer, or the Corporate Governance Committee.

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Nomination of Directors

The Corporate Governance Committee has responsibility for identifying, reviewing the qualifications of, and recommending potential Board candidates. The Corporate Governance Committee assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the oil and gas industry are consulted for possible candidates. The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Corporate Governance Committee, which include considering what competencies and skills the Board, as a whole, should possess, the appropriate size of the Board in order to facilitate effective decision-making and assessing the same on a periodic basis, reviewing proposed shareholder nominees, and making recommendations to the Board regarding resignations of directors submitted pursuant to the Company’s Majority Voting Policy. The Corporate Governance Committee has the power to retain outside advisors as it considers necessary for the proper functioning of the committee, at the Company’s expense. The Corporate Governance Committee meets at least once annually and otherwise as requested by the Board or considered desirable by the chair of the committee.

Compensation of Directors and the Chief Executive Officer

The members of the Compensation Committee are independent. The primary function of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities with respect to human resources policies and executive compensation matters. In addition, the Compensation Committee reviews the compensation of directors and the overall compensation policies of the Company.

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Compensation Committee, which include: reviewing and recommending for approval by the Board the Company’s key human resources policies and its executive compensation philosophy and remuneration policy; reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO; evaluating the CEO’s performance in light of the previously established corporate goals and objectives; recommending to the Board the CEO’s compensation package based on its evaluation of the CEO’s performance; reviewing annually and recommending to the Board the annual compensation package and performance objectives of the other senior officers; reviewing the grants of options to purchase shares of the Company, at the request of the Board; reviewing the adequacy and form of the compensation of directors periodically to determine if the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board accordingly; and reviewing executive compensation disclosure of the Company prior to its public disclosure and report annually to the Company’s shareholders on executive compensation.

The Compensation Committee has the power to retain independent legal, accounting or other relevant advisors as it determines necessary to allow it to discharge its responsibilities, at the expense of the Company. The Compensation Committee meets at least once annually and otherwise as requested by the Board or considered desirable by the chair of the committee.

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HS&E Committee

A majority of the current members of the HS&E Committee are independent. The current members of the HS&E Committee are Wolf Regener, Eric Brown and Leslie O’Connor. The committee is responsible for overseeing the development and implementation of policies and procedures for ensuring a safe, healthy work environment and sustainable development and that are consistent with the Company’s objectives, including the objectives of: focusing resources to achieve shareholder profitability in operations without neglecting its commitment to sustainable development; fostering employee commitment and accountability; the development and implementation of effective, realistic systems to minimize risks to health, safety and the environment; fostering open communication with employees, local stakeholders and governments regarding the Company’s plans, programs and performance; cooperation with government agencies, local communities, educational institutions and suppliers; and use of technologies that are designed to improve the safe, efficient use of resources, processes and materials. The committee has the authority to engage independent consultants to assist it in fulfilling its mandate.

Reserves Committee

The current members of the Reserves Committee are independent. The current members of the Reserves Committee are David Neuhauser, Leslie O’Connor and Evan Templeton. The purpose of the Reserves Committee is to assist the Board in fulfilling its responsibilities with respect to the Company’s oil, natural gas and natural gas liquids reserves and resource evaluation process and public disclosure of reserves data and other information as required under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. The committee’s objectives include reviewing the Company’s procedures relating to proper disclosure of oil and gas activities; approving the appointment and/or replacement of the independent qualified reserves evaluator; meeting with management and the qualified reserves evaluator to review data; monitoring the performance of its independent engineering consultants; and recommending the content and filing of the Company’s annual statement of reserves data, and other relevant disclosure documents, to the Board for approval.

Assessments

A confidential review of the performance and effectiveness of the Board, the directors and its committees is conducted regularly and was conducted most recently in 2022, with the assistance of outside counsel. The assessment permits subjective evaluation and is designed to allow Board members to evaluate how well the Board, its committees and individual directors are operating and to make suggestions for improvement. Responses are compiled without attribution by an outside reviewer and provided to the Chairman of the Corporate Governance Committee. The results of the assessment are reported to the Board and the Chief Executive Officer.

Audit Committee Information

Audit Committee Mandate

The Company’s Audit Committee has a Charter in the form attached to this Information Circular as Schedule “C”.

Composition of Audit Committee

The Audit Committee currently consists of three directors, namely Eric Brown (Chair), Evan Templeton and David Neuhauser. All of the members of the Audit Committee are independent and financially literate within the meaning of those terms set forth in NI 52-110.

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Education and Experience

The following is a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

Eric Brown (Chair) is a Chartered Professional Accountant with several years of experience as a director of both private and public Canadian companies. He has served on public company audit committees in the past. Eric has 30 years’ experience in the financial services industry.

Evan Templeton is a Founder and Principal of WestOaks Advisors, LLC which provides capital market services to middle market companies which includes extensive experience in the energy industry. He received his undergraduate degree from Franklin & Marshall College.

David Neuhauser is a Founder and Managing Director of Livermore Partners LLC and a Member of the Chicago Board of Trade. He received his undergraduate degree from Northeastern University and his graduate degree from Roosevelt University.

Audit Committee Oversight

No recommendation of the Audit Committee to nominate or compensate an external auditor was not adopted by the Company’s board of directors.

Audit Fees and Pre-Approval of Audit Services

Under the terms of the Audit Committee Charter, the Audit Committee is required to review and pre-approve the objectives and scope of the external audit work and proposed fees. In addition, the Audit Committee is required to review and pre-approve all non-audit services, including tax services, which the Company’s external auditors are to perform. The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

Additional information relating to the Company’s Audit Committee and external auditor fees, in accordance with NI 52-110, is contained in the Company’s most recent Annual Information Form filed on SEDAR on March 31, 2023, at page 37-38.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Unallocated Entitlements under the Company’s Stock Option Plan

At the Meeting, the Company’s shareholders will be asked to approve the unallocated entitlements under the Option Plan. The terms of the Option Plan are summarized above under the heading “Stock Option Plan”. There have been nil Shares issued pursuant to stock option exercises under the Option Plan during the financial year-ended December 31, 2022.

Shareholders last approved and ratified the unallocated entitlements under the Option Plan on October 28, 2020. Pursuant to the rules of the TSX, any unallocated entitlements under the Option Plan must be approved and ratified by shareholders every three years, and therefore approval is required at the Meeting.

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The maximum number of Shares reserved for issuance pursuant to the Option Plan, together with any Shares reserved for issuance pursuant to any other security-based compensation arrangements (as defined by the rules of the TSX), is 10% of the Company’s issued Shares from time to time. As at the Record Date, 10% of the issued and outstanding Shares is 3,562,092 and 869,300 stock options were issued and outstanding under the Option Plan. Subject to shareholder approval at the Meeting, based on the issued and outstanding Shares as at the Record Date, a further 2,692,792 Shares are available for issuance and unallocated.

Pursuant to the rules of the TSX, the unallocated entitlements under the Option Plan must be approved by a resolution passed by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. Accordingly, at the Meeting, the Company’s shareholders will be asked to approve an ordinary resolution in substantially the following form:

“BE IT RESOLVED THAT:

1. the Stock Option Plan (the “Option Plan”) of Kolibri Global Energy Inc. (the “Company”), as described in the information circular of the Company dated June 7, 2023, which allows for up to 10% of the common shares of the Company outstanding from time to time to be reserved for issuance under the Option Plan and any other security based compensation arrangements (as defined by the rules of the TSX) of the Company, be and is hereby authorized, confirmed, ratified and approved;

2. all unallocated entitlements under the Option Plan be and are hereby authorized and approved until July 13, 2026;

3. the reservation for issuance of common shares under the Option Plan in accordance with its terms be and is hereby authorized and approved and the Company is hereby authorized and directed to issue such common shares pursuant to the Option Plan as fully paid and non-assessable shares of the Company; and

4. any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolutions.

The Board of Directors of the Company recommends that shareholders vote for the resolution to approve the Option Plan and the unallocated entitlements thereunder for a further three-year period. Unless otherwise instructed, the persons named as proxyholder in the enclosed form of proxy intend to vote in favour of approving the Option Plan and the unallocated entitlements thereunder for a further three-year period.

If the resolution to approve unallocated entitlements under the Option Plan is not approved at the Meeting, the Company would not be able to grant further options under the Option Plan, and all previously granted options would not be available for re-allocation if such options are cancelled prior to exercise, until shareholder approval is obtained. All previously-allocated options under the Option Plan would continue unaffected.

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ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Chief Financial Officer of the Company at 925 Broadbeck Drive, Suite 220, Thousand Oaks, California 91320, Telephone: (805) 484-3613 to request copies of the Company’s financial statements and Management Discussion and Analysis.

Financial information is provided in the Company’s consolidated financial statements and the Management Discussion and Analysis related thereto for the year ended December 31, 2022 which are available on SEDAR at www.sedar.com.

OTHER MATTERS

Management of the Company is not aware of any matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 7^th day of June, 2023.

Approved by the Board of Directors of

Kolibri Global Energy Inc.

“Wolf Regener”

WOLF REGENER

President and Chief Executive Officer

SCHEDULE “A”

BOARD OF DIRECTORS TERMS OF REFERENCE

The Board of Directors (the “Board”) of Kolibri Global Energy Inc. (the “Corporation”) shall have the oversight responsibility, authority and specific duties as described below.

Composition

Directors and Chairman of the Board

The Board shall appoint a Chairman of the Board (the “Chairman”) and, if the Chairman is not independent, an independent lead director (the “Lead Director”) from amongst the directors which comprise the Board shall be appointed as soon as practicable.

To ensure efficient, independent functioning of the Board, the Chairman or, if a Lead Director has been appointed, the Lead Director shall be the effective leader of the Board. As such, the Chairman or the Lead Director, as applicable, is responsible for ensuring that the Board’s agenda enables the Board to successfully carry out its duties. The Chairman shall act as chair of all meetings of the Board and shareholders of the Corporation.

Committees

In addition to any other committees (including special committees) which the Board may in its discretion constitute from time to time, the Board shall have the following standing committees:

- Audit Committee

- Corporate Governance and Nominating Committee

- Compensation Committee

- HS&E Committee

Certain of the responsibilities of the Board may be delegated to these or other committees of the Board. The composition and responsibilities of these standing committees and any other standing committees of the Board will be as set forth in their terms of reference, as amended from time to time, and approved by the Board. Until such time as when a Nominating, Environment, Health and Safety or Reserves Committee is established, the Board shall be responsible for all such matters as provided in each committee’s terms of reference.

Committee members shall be appointed by the Board. The chair of each committee may be designated by the Board or, failing that, by the members of the particular committee. At each meeting of the Board, the chair of each committee (or such committee member as the chair may designate) shall report the results of meetings and any associated recommendations.

Communication

To ensure that the Corporation has in place policies and programs that enable the Corporation to communicate effectively and in a timely manner with its shareholders, other stakeholders, analysts and the public generally, the Board has adopted a Corporate Disclosure Policy. The Board will review the Corporate Disclosure Policy annually to ensure its objectives are being achieved and that the Disclosure Committee is effectively implementing such policy.

Meetings and Record Keeping

Meetings of the Board shall be conducted pursuant to the Company’s articles. The following additional provisions shall apply to meetings of the Board:

1. the Board shall meet regularly and at least quarterly at such times and at such locations as the Chairman, in consultation with the Lead Director (if one), shall determine;

2. each member of the Board is expected to attend Board meetings and meetings of committees on which he or she is a member and to be familiar with deliberations and decisions as soon as possible after any missed meetings. Members of the Board are expected to prepare for meetings by reviewing the meeting materials distributed to members of the Board, to the extent feasible, prior to such meetings;

3. the independent directors of the Board shall regularly hold in camera sessions of the Board, with only independent directors present and at such times as the independent directors, Chairman or Lead Director (if one) determine advisable;

4. the Chairman shall, in consultation with the Lead Director (if one) and management, establish the agenda for the meetings and instruct management to circulate appropriate agenda materials to the Board with sufficient time for study prior to the meeting;

5. Management shall receive notice of meetings and may attend meetings of the Board at the invitation of the Chairman or Lead Director (if one);

6. the Corporate Secretary of the Corporation, or any other person selected by the Board, shall act as secretary for the purpose of recording the minutes of each meeting.

The minutes of the meeting of the Board shall be placed in the Corporation’s minute book.

Responsibilities and Specific Duties

In accordance with applicable laws, the Board is required to always act honestly and in good faith with a view to the best interests of the Corporation.

The Board is responsible for the stewardship of the Corporation and overseeing the operation of the business of the Corporation. The primary responsibilities of the Board include:

1. to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the “CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Corporation;

2. adopting a strategic planning process and approving, at least on an annual basis, a strategic plan for the Corporation which takes into account, among other things, the opportunities and principal risks of the business;

3. identifying, on at least an annual basis, the principal risks of the Corporation’s business, and ensuring appropriate systems are implemented to manage these risks;

4. providing continuing education opportunities for all directors so they may maintain or enhance their skills and abilities as directors, as well as ensure their knowledge and understanding of the Corporation’s business remains current;

5. adopting a succession plan which includes the appointing, training and monitoring of senior management;

6. adopting and reviewing on an annual basis the Corporation’s Corporate Disclosure Policy to ensure that disclosure made by the Corporation is accurate, informative, timely and broadly disseminated all in accordance with applicable laws and stock exchange rules;

7. ensuring that the Corporation has appropriate processes in place to effectively communicate with its employees, government authorities, other stakeholders and the public;

8. ensuring the necessary internal controls and management systems are in place that effectively monitor the Corporation’s operations and ensure compliance with applicable laws, regulations and policies, including reviewing on an annual basis the controls and procedures established for the certification of financial and other disclosure made by the Corporation;

9. developing clear position descriptions for the Chairman, the Lead Director (if one), the chairs of each committee and, in consultation with the CEO, the CEO;

10. developing or approving the corporate goals and objectives that the CEO is responsible for meeting;

11. monitoring compliance with the Code of Business Conduct;

12. establishing an appropriate system of corporate governance principles and guidelines applicable to the Corporation, including:

(a) reviewing periodically the size of the Board to ensure its continued effectiveness (including, without limitation, facilitating effective decision-making);

(b) regularly assessing the effectiveness and contribution of the Board, its committees and each member of the Board considering, among other things, the applicable terms of reference for the Board and each committee and in the case of each member of the Board, the competencies and skills each member is expected to bring to the Board; and

(c) reviewing periodically the general responsibilities and function of the Board and its committees and the chair of each committee, and the roles of the Chairman, Lead Director (if one) and the CEO; and

13. reviewing the annual corporate governance disclosure of the Corporation in its information circular.

Stakeholder Communication

Any stakeholder may contact the Board. Matters relating to the Corporation’s accounting, internal accounting control or audit matters will be referred to the Audit Committee. Other matters will be referred to the Chairman or the Lead Director (if one). Stakeholders may also directly contact the Chairman or the Lead Director (if one).

Review of Terms of Reference

The Board shall review and assess these Terms of Reference and any governance principles and guidelines established by the Board at least annually.

Amendments adopted by the Board of Directors on April 29, 2011.

SCHEDULE “B”

KOLIBRI GLOBAL ENERGY INC.

(the “Company”)

AMENDED AND RESTATED

MAJORITY VOTING POLICY

The Board of Directors believes that each director should have the confidence and support of the shareholders of the Company. To this end, the Board of Directors has unanimously adopted this Majority Voting Policy and future nominees for election to the Board of Directors will be required to confirm that they will abide by this Majority Voting Policy.

In an uncontested election of directors of the Company:

(a) nominees shall be listed individually and shareholders shall be allowed to vote in favour of, or to withhold from voting, for each director individually; and

(b) any nominee in respect of whom a greater number of votes “withheld” than votes “for” are validly cast will promptly submit his or her offer of resignation for the consideration of the Corporate Governance Committee.

If the vote is by a show of hands rather than by ballot, the Company will disclose the number of shares voted by proxy in favour of or withheld for each director.

Promptly following receipt of an offer of resignation arising from the foregoing circumstances, the Corporate Governance Committee (the “Committee”) will meet to review the matter and make a recommendation to the Board of Directors after reviewing the matter. In considering the resignation offer, the Committee and the Board of Directors will consider all factors they deem relevant, including, but not limited to, any stated reasons why shareholders “withheld” votes from the election of the director and the effect any such resignation may have on the Company’s ability to comply with any applicable laws or governance rules or policies.

The Board of Directors must take formal action on the Committee’s recommendation no later than 90 days following the date of the applicable shareholders’ meeting. Absent exceptional circumstances, the Board of Directors must accept the resignation, which resignation will be effective on the date of acceptance.

The decision of the Board of Directors as to whether to accept or reject a resignation must be disclosed to the public in a press release and a copy of such press release must be provided to the Toronto Stock Exchange. If the Board of Directors declines to accept the resignation, it will include in the press release the reason(s) for its decision.

A director who offers his or her resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Committee at which the resignation offer is considered.

This Majority Voting Policy does not apply in circumstances involving contested director elections.

This Majority Voting Policy was initially adopted by the Board of Directors on June 19, 2013, and was amended and restated by the Board of Directors on May 15, 2019.

By order of the Board of Directors

KOLIBRI GLOBAL ENERGY INC.

SCHEDULE “C”

AUDIT COMMITTEE CHARTER

I. Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

● Serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements.

● Review and appraise the performance of the Company’s external auditors.

● Provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

II. Composition

The Committee shall be comprised of three directors as determined by the Board of Directors, all of whom shall independent, as such term is defined in National Instrument 52-110 – Audit Committees.

All members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the this Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Review of Reports, Policies and Procedures

1. Review and update this Charter annually.

2. Review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

3. Review with management and make recommendations to the Board in respect of the adequacy and effectiveness of the Company’s financial risk management procedures.

4. Review the monitoring of the Whistleblower Policy for the submission, receipt, retention and treatment of complaints and concerns regarding accounting and auditing matters, and review any developments and responses on reports received thereunder.

External Auditors

5. Review annually the performance of the external auditors and ensure their independence after reviewing all significant relationships they might have with the Company.

6. Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

7. Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

8. At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

9. Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

10. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

11. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

12. In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

13. Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

14. Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

15. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

16. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

17. Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

18. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

19. Review certification process.

Other

20. Review any related-party transactions.

V. Annual Work Plan

21. The Committee reviews and updates annually a work plan for the ensuing year which includes periodic review at specified times and periods of financial reporting and continuous disclosure documents and matters, internal controls and reporting, dealings with external auditors and other related matters.

This Audit Committee Charter was adopted by the Board of Directors of the Company on the 25th day of March, 2009, and was most recently updated on March 29, 2011.

EX-99.34

Exhibit 99.34

 

 

EX-99.35

Exhibit 99.35

 

EX-99.36

Exhibit 99.36

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

BNK PETROLEUM (US) INC.,

as Borrower,

BOKF, NA,

as Administrative Agent and LC Issuer,

and CERTAIN FINANCIAL INSTITUTIONS,

as Lenders

BOKF, NA,

as Lead Arranger

$75,000,000.00

May 19, 2022

[CREDIT AGREEMENT]

TABLE OF CONTENTS

			Page
ARTICLE I - Definitions and References			1
	Section 1.1.	Defined Terms	1
	Section 1.2.	Exhibits and Schedules; Additional Definitions	36
	Section 1.3.	Terms Generally; References and Titles	37
	Section 1.4.	Computations and Determinations	37
	Section 1.5.	Rounding	38
	Section 1.6.	Times of Day	38
	Section 1.7.	Joint Preparation; Construction of Indemnities and Releases	38
	Section 1.8.	Divisions	38
	Section 1.9.	Rates	38
	Section 1.10.	Conforming Changes	39
ARTICLE II - The Loans and Letters of Credit			39
	Section 2.1.	Commitments to Lend; Notes	39
	Section 2.2.	Requests for New Loans	39
	Section 2.3.	Continuations and Conversions of Existing Loans	41
	Section 2.4.	Use of Proceeds	42
	Section 2.5.	Interest Rates and Fees; Payment Dates.	42
	Section 2.6.	Optional Prepayments	43
	Section 2.7.	Mandatory Prepayments.	43
	Section 2.8.	Borrowing Base	45
	Section 2.9.	Letters of Credit	47
	Section 2.10.	Requesting Letters of Credit	48
	Section 2.11.	Letter of Credit Fees	48
	Section 2.12.	Reimbursement	49
	Section 2.13.	Reimbursement and Other Payments by the Borrower	50
	Section 2.14.	Cash Collateral	50
	Section 2.15.	Payments to the Lenders; General Procedures	51
	Section 2.16.	SOFR Provisions; Changed Circumstances.	52
	Section 2.17.	Taxes	56
	Section 2.18.	Obligations of the Lenders Several	60
	Section 2.19.	Defaulting Lenders.	60
	Section 2.20.	Mitigation Obligations; Replacement of Lenders	62
	Section 2.21.	Payments by the Borrower; Presumptions by the Administrative Agent	63
ARTICLE III - Representations and Warranties			64
	Section 3.1.	No Default	64
	Section 3.2.	Existence; Compliance with Law	64
	Section 3.3.	Entity Power; Authorization; Due Execution	64
	Section 3.4.	No Conflicts or Consents	64
	Section 3.5.	Enforceable Obligations	65
	Section 3.6.	Financial Statements	65

i [CREDIT AGREEMENT]

	Section 3.7.	Other Obligations and Restrictions	66
	Section 3.8.	Full Disclosure	66
	Section 3.9.	Litigation; Adverse Circumstances	67
	Section 3.10.	ERISA Plans and Liabilities	67
	Section 3.11.	Environmental Laws	68
	Section 3.12.	Names and Places of Business	68
	Section 3.13.	Subsidiaries	68
	Section 3.14.	Margin Regulations; Investment Company Act; Patriot Act	69
	Section 3.15.	Solvency; Compliance with Financial Covenants	69
	Section 3.16.	Title to Properties; Licenses.	69
	Section 3.17.	Use of Proceeds and Letters of Credit	70
	Section 3.18.	Leases and Contracts; Performance of Obligations	70
	Section 3.19.	Marketing Arrangements	71
	Section 3.20.	Right to Receive Payment for Future Production	71
	Section 3.21.	Operation of Borrowing Base Properties	72
	Section 3.22.	Taxes	73
	Section 3.23.	Swap Agreements	73
	Section 3.24.	Insurance	74
	Section 3.25.	Anti-Corruption Laws and Sanctions.	74
	Section 3.26.	Not an Affected Financial Institution	75
	Section 3.27.	Beneficial Ownership	75
ARTICLE IV - Affirmative Covenants			75
	Section 4.1.	Payment and Performance	75
	Section 4.2.	Books, Financial Statements, and Reports	75
	Section 4.3.	Other Information and Inspections	78
	Section 4.4.	Notice of Material Events	78
	Section 4.5.	Maintenance of Properties	79
	Section 4.6.	Maintenance of Existence and Qualifications	79
	Section 4.7.	Payment of Trade Liabilities, Taxes, Etc	79
	Section 4.8.	Insurance	80
	Section 4.9.	Performance on the Borrower’s Behalf	81
	Section 4.10.	Default Interest	81
	Section 4.11.	Compliance with Agreements and Law	81
	Section 4.12.	Environmental Matters; Environmental Reviews	81
	Section 4.13.	Evidence of Compliance	82
	Section 4.14.	Guaranties of the Parent, Holding, and the Borrower’s Subsidiaries	82
	Section 4.15.	Agreement to Deliver Security Documents.	82
	Section 4.16.	Production Proceeds	83
	Section 4.17.	Perfection and Protection of Security Interests and Liens	84
	Section 4.18.	Leases and Contracts; Performance of Obligations	84
	Section 4.19.	Representation to Continue to be True	84
	Section 4.20.	Hedging Contracts	85
	Section 4.21.	Non-Consolidation	85
	Section 4.22.	Material Contracts	85
	Section 4.23.	Operations	85

ii [CREDIT AGREEMENT]

	Section 4.24.	Employee Benefit Plans	85
	Section 4.25.	Deposit Accounts	86
	Section 4.26.	Commodity Exchange Act Keepwell Provisions	86
ARTICLE V - Negative Covenants			86
	Section 5.1.	Indebtedness	86
	Section 5.2.	Limitation on Liens	86
	Section 5.3.	Hedging Contracts	87
	Section 5.4.	Limitation on Mergers, Issuances of Disqualified Capital Stock	88
	Section 5.5.	Limitation on Dispositions	88
	Section 5.6.	Limitation on Distributions	89
	Section 5.7.	Limitation on Investments and New Business	89
	Section 5.8.	Sale of Notes or Receivables	90
	Section 5.9.	Transactions with Affiliates	90
	Section 5.10.	Negative Pledge; Certain Prohibited Restrictions; ERISA	90
	Section 5.11.	Amendments to Organizational Documents and Material Contracts	91
	Section 5.12.	Sale and Leaseback Transactions	91
	Section 5.13.	Proceeds of Loans; Fiscal Year; Accounting Changes	91
	Section 5.14.	Subsidiaries of the Borrower	91
	Section 5.15.	Non-Qualified ECP Guarantors	91
ARTICLE VI - Financial Covenants.			91
	Section 6.1.	Minimum Current Ratio	91
	Section 6.2.	Maximum Leverage Ratio	92
ARTICLE VII - Conditions Precedent			92
	Section 7.1.	Closing Date Conditions	92
	Section 7.2.	Additional Conditions Precedent	95
ARTICLE VIII - Events of Default and Remedies			96
	Section 8.1.	Events of Default	96
	Section 8.2.	Remedies	98
	Section 8.3.	Application of Proceeds After Acceleration	99
	Section 8.4.	Right of Setoff	100
	Section 8.5.	Payments Set Aside	101
ARTICLE IX - Expenses; Indemnity; Damage Waiver			101
	Section 9.1.	Costs and Expenses	101
	Section 9.2.	Indemnification	102
	Section 9.3.	Reimbursement by Lenders	103
	Section 9.4.	Waiver of Consequential Damages, Etc	103
	Section 9.5.	Payments	103
	Section 9.6.	Survival	103

iii [CREDIT AGREEMENT]

ARTICLE X - Administrative Agent			103
	Section 10.1.	Appointment and Authorization	103
	Section 10.2.	Administrative Agent and Affiliates	104
	Section 10.3.	Action by the Administrative Agent	104
	Section 10.4.	Consultation with Experts	104
	Section 10.5.	Liability of the Administrative Agent	104
	Section 10.6.	Indemnification	105
	Section 10.7.	Right to Request and Act on Instructions	105
	Section 10.8.	Credit Decision	105
	Section 10.9.	Collateral & Guaranty Matters.	106
	Section 10.10.	Agency for Perfection	106
	Section 10.11.	Notice of Default	107
	Section 10.12.	Successor Administrative Agent	107
	Section 10.13.	Disbursements of Loans; Payment and Sharing of Payment.	108
	Section 10.14.	Right to Perform, Preserve, and Protect	110
	Section 10.15.	Additional Titled Agents.	110
	Section 10.16.	Agreement to Assignment of ISDA Master Agreement	111
	Section 10.17.	Lender Hedging Obligations and Cash Management Obligations	111
	Section 10.18.	Administrative Agent May File Proofs of Claim	111
	Section 10.19.	Certain ERISA Matters.	112
	Section 10.20.	Credit Bidding	113
	Section 10.21.	Erroneous Payments	114
ARTICLE XI - Miscellaneous			118
	Section 11.1.	Waivers and Amendments; Acknowledgments.	118
	Section 11.2.	Survival of Agreements; Cumulative Nature	119
	Section 11.3.	Notices; Effectiveness; Electronic Communication.	120
	Section 11.4.	Successors and Assigns; Joint and Several Liability.	121
	Section 11.5.	Confidentiality	126
	Section 11.6.	Governing Law; Submission to Process	127
	Section 11.7.	Limitation on Interest	127
	Section 11.8.	Severability	128
	Section 11.9.	Counterparts; Integration; Effectiveness; Electronic Execution	128
	Section 11.10.	Waiver of Jury Trial, Punitive Damages, Etc	129
	Section 11.11.	No Advisory or Fiduciary Responsibility	129
	Section 11.12.	USA PATRIOT Act Notice	130
	Section 11.13.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	130
	Section 11.14.	Acknowledgement Regarding Any Supported QFCs	130
	Section 11.15.	Amendment and Restatement	131

Schedules and Exhibits:

Schedule 1	-	Lenders Schedule
Schedule 2	-	Disclosure Schedule
Schedule 3	-	Security Schedule
Exhibit A	-	Note
Exhibit B-1	-	Borrowing Notice
Exhibit B-2	-	Continuation/Conversion Notice
Exhibit C	-	Compliance Certificate
Exhibit D	-	Assignment and Assumption

iv [CREDIT AGREEMENT]

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is made as of May 19, 2022, by and among BNK PETROLEUM (US) INC., a Texas corporation (the “Borrower”), BOKF, NA, as Administrative Agent and LC Issuer, and the Lenders referred to below.

W I T N E S S E T H:

The Borrower and BOKF, NA, as Administrative Agent, LC Issuer and Lender are parties to that certain Credit Agreement dated as of June 13, 2017 (as amended and supplemented to the date hereof, the “Original Credit Agreement”). The parties hereto desire to amend and restate the Original Credit Agreement in its entirety.

In consideration of the mutual covenants and agreements contained herein, in consideration of the Loans that may hereafter be made by Lenders and the Letters of Credit that have been and may hereafter be issued by LC Issuer at the request of Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby amend and restate the Original Credit Agreement in its entirety and agree as follows:

ARTICLE I - Definitions and References

Section 1.1. Defined Terms. As used in this Agreement, each of the following terms has the meaning given to such term in this Section 1.1 or in the sections and subsections referred to below:

“Account Control Agreement” means a deposit account control agreement or securities account control agreement, or any similar agreement, as applicable, with respect to any deposit account or securities account of any Restricted Person, in form and substance reasonably satisfactory to Administrative Agent, which agreement provides for “control” (as contemplated by the UCC) by Administrative Agent of such account.

“Additional Titled Agents” has the meaning given to such term in Section 10.15.

“Adjusted Base Rate” means, on any day, the rate per annum equal to the sum of (a) the Applicable Margin for Base Rate Loans for such day, plus (b) the Alternate Base Rate for such day; provided that the Adjusted Base Rate shall never exceed the Highest Lawful Rate.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to the sum of (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Adjusted Term SOFR Margin Rate” means, for any SOFR Loan for any day during any Interest Period therefor, the rate per annum equal to the sum of (a) the Applicable Margin for SOFR Loans for such day plus (b) Adjusted Term SOFR; provided that the Adjusted Term SOFR Margin Rate shall never exceed the Highest Lawful Rate.

1 [CREDIT AGREEMENT]

“Administrative Agent” means BOKF in its capacity as the Administrative Agent hereunder, and its successors in such capacity.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitment” means the Commitments of all of the Lenders, as the same may be increased, reduced, or terminated pursuant to the terms hereof.

“Agreement” means this Amended and Restated Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR, as applicable, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR, respectively.

“Anti-Corruption Laws” means all of the laws, rules, and regulations of any jurisdiction applicable to any Credit Party from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, for any day, with respect to any Base Rate Loan or any SOFR Loan, or with respect to the Commitment Fee Rate or the Letter of Credit Fee Rate, as the case may be, the applicable rate per annum set forth in the grid below based upon the Utilization Percentage then in effect:

Applicable Margin
Pricing Level	Utilization Percentage			SOFR Loans Letter of Credit Fee Rate			Base Rate Loans			Commitment Fee Rate
1		< 25	%		3.00	%		2.00	%		0.50	%
2		> 25% but < 50	%		3.25	%		2.25	%		0.50	%
3		> 50% but < 75	%		3.50	%		2.50	%		0.50	%
4		> 75% but < 90	%		3.75	%		2.75	%		0.50	%
5		> 90	%		4.00	%		3.00	%		0.50	%

2 [CREDIT AGREEMENT]

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided, however, that if an Engineering Report is not delivered when due in accordance with Section 4.2(e) or Section 4.2(f), as applicable, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first (1^st) Business Day after the date on which such Engineering Report was required to have been delivered and in each case shall remain in effect until the date on which such Engineering Report is delivered.

“Approved Counterparty” means a counterparty to a Hedging Contract that either (a) is a Lender Counterparty or (b) is a Person whose senior unsecured long-term debt obligations, at the time of entering into such Hedging Contract, are rated BBB+ or higher by S & P and Baa1 or higher by Moody’s (or whose obligations under such Hedging Contract are guaranteed by an Affiliate of such Person meeting such rating standards).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.4), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.16(c).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule, or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation, or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms, or other financial institutions or their affiliates (other than through liquidation, administration, or other insolvency proceedings).

“Bankruptcy Code” means the United States Bankruptcy Code, Title 11 U.S.C.

3 [CREDIT AGREEMENT]

“Base Rate Loan” means any Loan that accrues interest by reference to the Adjusted Base Rate in accordance with the terms of this Agreement.

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(c).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and

(ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non- representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

4 [CREDIT AGREEMENT]

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) of this definition with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

5 [CREDIT AGREEMENT]

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16(c) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16(c).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate” means, as to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“BOKF” means BOKF, NA.

“Borrower” has the meaning given to such term in the preamble to this Agreement.

“Borrowing” means a borrowing of new Loans of a single Type (and, in the case of SOFR Loans, with the same Interest Period) pursuant to Section 2.2 or a continuation or conversion of existing Loans into a single Type (and, in the case of SOFR Loans, with the same Interest Period) pursuant to Section 2.3.

“Borrowing Base” means at any time an amount equal to the amount determined in accordance with Section 2.8, as the same may be adjusted from time to time pursuant to Section 4.15(e) or otherwise in accordance with the terms of the Loan Documents; provided, however, that in no event shall the Borrowing Base ever exceed the Maximum Credit Amount.

“Borrowing Base Deficiency” has the meaning given to such term in Section 2.7(b).

“Borrowing Base Deficiency Notice” means a written notice from the Administrative Agent to the Borrower notifying it of the occurrence of a Borrowing Base Deficiency.

“Borrowing Base Properties” means the Oil and Gas Properties of the Restricted Persons evaluated by the Lenders for purposes of establishing the Borrowing Base then in effect.

“Borrowing Base Value” means, with respect to any Oil and Gas Property or Hedging Contract of a Restricted Person, the value, if any, that the Administrative Agent attributed to such Oil and Gas Property or such Hedging Contract for purposes of the most recent determination of the Borrowing Base.

6 [CREDIT AGREEMENT]

“Borrowing Notice” means a written or telephonic request, or a written confirmation, made by the Borrower that meets the requirements of Section 2.2.

“Business Day” means any day that is not a Saturday, Sunday, or other day that is a legal holiday under the laws of the State of Colorado or is a day on which banking institutions in such state are authorized or required by Law to close.

“Capital Lease Obligation” means, with respect to any Person and any Capital Lease to which it or its assets are subject, the amount of the obligation of such Person as the lessee under such Capital Lease that should, in accordance with IFRS, appear as a liability with respect to such Capital Lease on the balance sheet of such Person (or on any consolidated balance sheet that includes such Person’s assets and liabilities).

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with IFRS, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Cash Collateral” has the meaning given to such term in Section 2.14. “Cash Collateralize” has the correlative meaning.

“Cash Equivalents” means Investments in:

(a) marketable obligations, maturing within 12 months after acquisition thereof, issued or unconditionally guaranteed by the United States or an instrumentality or agency thereof and entitled to the full faith and credit of the United States;

(b) demand deposits, and time deposits (including certificates of deposit) maturing within 12 months from the date of deposit thereof, (i) with any office of any Lender or (ii) with a domestic office of any national or state bank or trust company that is organized under the Laws of the United States or any state therein, that has capital, surplus, and undivided profits of at least $500,000,000, and whose long term certificates of deposit are rated at least Aa3 by Moody’s or AA- by S & P;

(c) open market commercial paper, maturing within 270 days after acquisition thereof, rated in the highest grade by Moody’s or S & P; and

(d) deposits in money market funds investing exclusively in Investments described in the preceding clauses (a) through (c) of this definition.

“Cash Management Lender” means any Lender or any Affiliate of any Lender that provides a Cash Management Service to any Restricted Person, in its capacity as a provider of such service. If a Person ceases to be a Lender or an Affiliate of a Lender, such Person shall nonetheless remain a Cash Management Lender, but only with respect to the Cash Management Services that were entered into during or prior to the time such Person was a Lender or an Affiliate of a Lender.

7 [CREDIT AGREEMENT]

“Cash Management Obligation” means any obligation of any Restricted Person arising from time to time in respect of Cash Management Services heretofore, presently, or hereafter entered into with a Cash Management Lender; provided that if any Person that was a Cash Management Lender ceases to be a Lender or an Affiliate of a Lender, the Cash Management Obligations shall only include such obligations to the extent arising from Cash Management Services provided to such Restricted Person during or prior to the time such Person was a Lender or an Affiliate of a Lender and shall not include any obligations arising from any Cash Management Services provided to such Restricted Person after such Person ceases to be a Lender or an Affiliate of a Lender.

“Cash Management Services” means any banking services that are provided to any Restricted Person by a Cash Management Lender (other than pursuant to this Agreement), including: (a) credit cards; (b) credit card processing services; (c) debit cards; (d) purchase cards; (e) stored value cards; (f) automated clearing house or wire transfer services; or (g) treasury management, including controlled disbursement, consolidated account, lockbox, overdraft, return items, sweep and interstate depository network services.

“Casualty Event” means any loss, casualty, or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any asset or property of the Borrower or any other Restricted Person.

“Change in Law” means the adoption or taking effect of, or any change in, any Law, or any change in the interpretation, implementation, administration, or application of any Law by any Governmental Authority, central bank, or comparable agency charged with the interpretation, implementation, administration, or application thereof, or compliance by any Lender with any request, rule, guideline, or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case, occurring after the Closing Date; provided, however, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith and all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, or issued.

“Change of Control” means the occurrence of any of the following events:

(a) any Person or two or more Persons acting jointly or in concert shall acquire, directly or indirectly (including through beneficial ownership), twenty-five percent (25%) or more of the outstanding Voting Stock of the Parent;

(b) a majority of the board of directors of either the Parent, Holding or the Borrower ceases to be composed of individuals (i) who were members of such board on the Closing Date, (ii) whose election or nomination to such board was approved by individuals referred to in clause (i) above constituting at the time such election or nomination at least a majority of such board, or (iii) whose election or nomination to such board was approved by individuals referred to in clause (i) or (ii) above constituting at the time of such election or nomination at least a majority of such board;

8 [CREDIT AGREEMENT]

(c) The Parent shall cease (i) to be the owner of one hundred percent (100.0%) of the outstanding voting and economic Equity in Holding or (ii) to Control Holding;

(d) Holding shall cease (i) to be the owner of one hundred percent (100.0%) of the outstanding voting and economic Equity in the Borrower or (ii) to Control the Borrower;

(e) Mr. Wolf E. Regener shall for any reason cease to serve as the chief executive officer of the Borrower and is not replaced within 60 days thereafter by a new chief executive officer acceptable to the Required Lenders; or

(f) the failure of the Borrower to own and Control, directly or indirectly, one hundred percent (100.0%) of the voting and economic Equity in each Subsidiary of Borrower that is a Guarantor.

“Closing Date” means the date on which all of the conditions precedent set forth in Section 7.1 shall have been satisfied or waived.

“Collateral” means any property of any kind that is subject to a Lien in favor of any Lender Party (or in favor of the Administrative Agent for the benefit of any Lender Party) or that, under the terms of any Security Document, is purported to be subject to such a Lien, in each case that secures all or any part of the Secured Obligations.

“Commitment” means, for each Lender, the obligation of such Lender to make Loans to, and participate in Letters of Credit issued upon the application of, the Borrower in an aggregate amount not exceeding the amount set forth on the Lenders Schedule or as set forth in any Assignment and Assumption relating to any assignment that has become effective pursuant to Section 11.4, as such obligations may be increased, reduced, or terminated pursuant to the terms hereof.

“Commitment Fee Rate” means, on any date, the rate per annum set forth as such in the definition of Applicable Margin.

“Commitment Period” means the period from and including the Closing Date until the Maturity Date (or, if earlier, the day on which the obligations of the Lenders to make Loans hereunder and the obligations of the LC Issuer to issue Letters of Credit hereunder have been terminated or the Loans first become due and payable in full).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, or any rule, regulation, or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

“Compliance Certificate” means a certificate in substantially the form of Exhibit C.

9 [CREDIT AGREEMENT]

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption, or implementation of any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period”, or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16(e) and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated” refers to the consolidation of any Person, in accordance with IFRS, with its consolidated subsidiaries. References herein to a Person’s Consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its consolidated subsidiaries.

“Consolidated Adjusted EBITDAX” means, for any period of determination, Consolidated EBITDAX for such period adjusted to give effect to any acquisition or divestiture made by the Borrower or any of its Consolidated Subsidiaries during such period as if such transactions had occurred on the first day of such period, regardless of whether the effect is positive or negative.

“Consolidated EBITDAX” means, for any period (without duplication), (a) the sum of (i) Consolidated Net Income during such period (excluding any non-recurring or extraordinary gains, losses, revenues and expenses), and (ii) all interest paid or accrued during such period on Indebtedness (including amortization of original issue discount and the interest component of any deferred payment obligations and Capital Lease Obligations) that was deducted in determining such Consolidated Net Income, and (iii) all income taxes that were deducted in determining such Consolidated Net Income, and (iv) all cost depreciation, amortization (including amortization of good will and debt issue costs), depletion, exploration expense, and other non-cash charges (including any provision for the reduction in the carrying value of assets recorded in accordance with IFRS and including those resulting from the requirements of IFRS 9, IAS 37, IFRIC 1 or IAS 16) that were deducted in determining such Consolidated Net Income, minus (b) all non-cash items of income and all gains from asset dispositions (other than Hydrocarbons produced in the ordinary course of business) that were included in determining such Consolidated Net Income.

“Consolidated Funded Debt” means, as of any date of determination, all of the Indebtedness of the Borrower and its Consolidated Subsidiaries.

10 [CREDIT AGREEMENT]

“Consolidated Net Income” means, for any period, the Borrower’s and its Consolidated Subsidiaries’ gross revenues for such period, including any cash dividends or distributions actually received from any other Person during such period, minus the Borrower’s and such Subsidiaries’ expenses and other proper charges against income (including taxes on income, to the extent imposed), determined on a Consolidated basis, after eliminating earnings or losses attributable to outstanding minority interests and excluding the net earnings of any Person (other than a Restricted Person) in which the Borrower or any of its Subsidiaries has an ownership interest.

“Consolidated Subsidiaries” means each Subsidiary of the Parent or the Borrower, as applicable, (whether now existing or hereafter acquired or created) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Parent or the Borrower, as applicable, in accordance with IFRS.

“Continuation” shall refer to the continuation pursuant to Section 2.3 of a SOFR Loan as a SOFR Loan from one Interest Period to the next Interest Period. “Continued” has a meaning correlative thereto.

“Continuation/Conversion Notice” means a written or telephonic request, or a written confirmation, made by the Borrower that meets the requirements of Section 2.3.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controls,” “Controlling,” and “Controlled” have meanings correlative thereto.

“Conversion” shall refer to a conversion pursuant to Section 2.3 or Section 2.16 of one Type of Loan into another Type of Loan. “Converted” has a meaning correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning given to such term in Section 11.14.

“Credit Parties” means, collectively, the Parent, Holding and each Restricted Person, and “Credit Party” means any of the foregoing.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada (or any province therein) or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including, for the avoidance of doubt, corporate legislation.

“Default” means any Event of Default and any default, event, or condition that would, with the giving of any requisite notices or the passage of any requisite periods of time, or both, constitute an Event of Default.

11 [CREDIT AGREEMENT]

“Default Rate” means, at the time in question, (a) with respect to any SOFR Loan, the rate per annum equal to 2.00% above the Adjusted Term SOFR Margin Rate then in effect for such Loan, and (b) with respect to any Base Rate Loan, the rate per annum equal to 2.00% above the Adjusted Base Rate then in effect for such Loan; provided that, in each case, the Default Rate shall never exceed the Highest Lawful Rate.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2, or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any LC Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, or any LC Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuer, and each Lender.

“Determination Date” means each date on which a redetermined Borrowing Base, or a change in the amount of the Borrowing Base, takes effect pursuant to the provisions of Section 2.8 or Section 4.15(e) or otherwise.

“Disclosure Schedule” means Schedule 2 hereto.

“Disposition” means the sale, assignment, farm-out, conveyance, transfer, license, lease, or other disposition (including any sale and leaseback transaction) of any property or asset by any Person (or any agreement or commitment to do any of the foregoing), including any assignment, novation, monetization, termination, or close out of any Hedging Contract. “Dispose” has the correlative meaning.

12 [CREDIT AGREEMENT]

“Disqualified Capital Stock” means any Equity in a Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity in such Person (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Indebtedness or redeemable for any consideration other than other Equity in such Person (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part (but if in part only with respect to such amount that meets the criteria set forth in this definition), on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) Payment in Full.

“Distribution” means (a) any dividend, distribution, or other payment made by a Restricted Person on or in respect of any Equity in such Restricted Person, or (b) any payment made by a Restricted Person to purchase, redeem, acquire, retire, cancel, or terminate any Equity in such Restricted Person.

“Dollar” and “$” mean lawful money of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Election Notice” has the meaning given to such term in Section 2.7(b).

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.4(b)(iii), (v), and (vi) (subject to such consents, if any, as may be required under Section 11.4(b)(iii)).

“Engineering Report” means the Initial Engineering Report and each engineering report delivered pursuant to Section 4.2.

“Environmental Laws” means any and all Laws relating to the environment or to emissions, discharges, releases, or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic, or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic, or hazardous substances or wastes or to the remediation of any part of the environment in connection with any of the foregoing.

13 [CREDIT AGREEMENT]

“Equity” in any Person means any share of capital stock issued by such Person, any general or limited partnership interest, profits interest, capital interest, membership interest, or other equity interest in such Person, any option, warrant, or any other right to acquire any share of capital stock or any partnership, profits, capital, membership, or other equity interest in such Person, and any other voting security issued by such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statutes or statute, together with all of the rules and regulations promulgated with respect thereto.

“ERISA Affiliate” means each Restricted Person and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with such Restricted Person, are (or were at any time in the past six years) treated as a single employer under Section 414 of the Internal Revenue Code.

“ERISA Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code and maintained, contributed to, or required to be contributed to by any ERISA Affiliate and with respect to which any Restricted Person has a fixed or contingent liability.

“ERISA Plan Funding Rules” means the rules in the Internal Revenue Code and ERISA (and related regulations and other guidance) regarding minimum funding standards and minimum required contributions to ERISA Plans as set forth in Sections 412, 430, and 436 of the Internal Revenue Code and Sections 302 and 303 of ERISA (and as set forth in Section 412 of the Internal Revenue Code and Section 302 of ERISA for periods prior to the effective date of the Pension Protection Act of 2006).

“Erroneous Payment” has the meaning given to such term in Section 10.21(a).

“Erroneous Payment Deficiency Assignment” has the meaning given to such term in Section 10.21(d)(i).

“Erroneous Payment Return Deficiency” has the meaning given to such term in Section 10.21(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning given to such term in Section 10.21(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning given to such term in Section 8.1.

14 [CREDIT AGREEMENT]

“Excess Cash” means, as of any date of determination, the cash and Cash Equivalents on the balance sheet of the Restricted Persons as of such date in excess of the Excess Cash Threshold (net of and reduced by, without duplication, (a) any cash set aside to pay in the ordinary course of business amounts, including capital expenditures and royalty obligations, of the Restricted Persons then due and owing to unaffiliated third parties and for which the Restricted Persons have issued checks or have initiated wires or ACH transfers in order to pay such amounts (or will, within sixty (60) days, issue checks or initiate wires or ACH transfers in order to pay such amounts), (b) any cash constituting purchase price deposits held in escrow by or on behalf of any unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with such unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, and (c) any cash to be used by any Restricted Person within sixty (60) days to pay the purchase price for property to be acquired by such Restricted Person pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price; provided that cash excluded pursuant to this clause (c) shall not be excluded for more than sixty (60) consecutive days at any time).

“Excess Cash Test Day” means the last Business Day of each Fiscal Quarter; provided, however, that if a Default or Borrowing Base Deficiency has occurred and is continuing, “Excess Cash Test Day” shall mean each Business Day.

“Excess Cash Threshold” means the greater of (a) $5,000,000 or (b) 10% of the Borrowing Base then in effect.

“Excluded Account” means, with respect to each Restricted Person, (a) each deposit account that is specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of such Restricted Person’s salaried employees, (b) each deposit account of such Restricted Person for which the Administrative Agent is the depository bank, and (c) each securities account of such Restricted Person for which the Administrative Agent is the securities intermediary.

“Excluded Swap Obligation” means: (a) with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a Lien to secure, or the provision by such Guarantor of other support of, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), and (b) with respect to the Borrower, any Swap Obligation of any other Restricted Person if, and to the extent that, all or a portion of the joint and several liability of the Borrower with respect to, or the grant by the Borrower of a Lien to secure, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), by virtue of such Guarantor’s (in the case of clause (a)) or the Borrower’s (in the case of clause (b)) failure for any reason to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of such Guarantor, or provision of such credit support by such Guarantor, joint and several liability of the Borrower, or grant of such Lien by such Guarantor or the Borrower, as applicable, becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap Obligation, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Obligations for which such guarantee or Lien or credit support or joint and several liability, as applicable, is or becomes illegal.

15 [CREDIT AGREEMENT]

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(g); and (d) any United States federal withholding Taxes imposed under FATCA.

“Facility Usage” means, at the time in question, the aggregate principal amount of the outstanding Loans and the Letter of Credit Liabilities at such time.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1.00%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the fee letter dated as of the Closing Date by and between the Borrower and the Administrative Agent, as amended, restated, supplemented, or otherwise modified from time to time.

“Fiscal Quarter” means a 3-month period ending on March 31, June 30, September 30, or December 31 of any year.

“Fiscal Year” means a 12-month period ending on December 31 of any year.

16 [CREDIT AGREEMENT]

“Floor” means a per annum rate of interest equal to 0.50%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary of any Restricted Person that is not organized under the laws of the U.S. or any state thereof or the District of Columbia.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding, or otherwise investing in commercial loans, bonds, and similar extensions of credit in the ordinary course of its activities.

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directive or requirement, including, without limitation, Environmental Laws, energy regulations, and occupational, safety, and health standards or controls, of any Governmental Authority.

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity, or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends, or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. For the avoidance of doubt, for purposes of determining any Guarantee Obligations of any Guarantor pursuant to the Security Documents, the definition of “Hedging Contract” or “Swap Agreement” shall not create any guarantee by any Guarantor of (or grant of any Lien by any Guarantor to support, if applicable) any Excluded Swap Obligation of such Guarantor.

“Guarantors” means (a) Parent, (b) Holding, (c) each Subsidiary of the Borrower who has guaranteed some or all of the Secured Obligations pursuant to a guaranty listed on the Security Schedule, and (d) any other Person who has guaranteed some or all of the Secured Obligations pursuant to Section 4.14.

17 [CREDIT AGREEMENT]

“Hazardous Materials” means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals, or as industrial, toxic, or hazardous substances or wastes, or otherwise.

“Hedging Contract” means (a) any agreement providing for swaps, floors, puts, caps, calls, collars, forward sales, or forward purchases involving interest rates, commodities or commodity prices, equities, currencies, or bonds, or indexes based on any of the foregoing, (b) any option or obligation to enter into any of the foregoing agreements, (c) any option, futures, or forward contract traded on an exchange, and (d) any other derivative agreement similar to any of the foregoing. If multiple transactions are entered into under a master agreement, each such transaction that constitutes a Hedging Contract will be a separate Hedging Contract for the purposes of this Agreement.

“Highest Lawful Rate” means, with respect to each Lender Party to whom Obligations are owed, the maximum non-usurious rate of interest that such Lender Party is permitted under applicable Law to contract for, take, charge, or receive with respect to such Obligations. All determinations herein of the Highest Lawful Rate, or of any interest rate determined by reference to the Highest Lawful Rate, shall be made separately for each Lender Party as appropriate to assure that the Loan Documents are not construed to obligate any Person to pay interest to any Lender Party at a rate in excess of the Highest Lawful Rate applicable to such Lender Party.

“Holding” means BNK Petroleum Holding Inc., a Delaware corporation.

“Hydrocarbons” means crude oil, natural gas, natural gas liquids, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all of the other liquid or gaseous hydrocarbons, together with all of the products refined, processed, or separated therefrom.

“IFRS” means the International Financial Reporting Standards, as adopted in Canada, that, in the case of Credit Parties and their Consolidated Subsidiaries, are applied for all periods after the date hereof in a manner consistent with the manner in which such principles and practices were applied to the Initial Financial Statements. If any change in any accounting principle or practice is required by the International Financial Accounting Standards Board (or any such successor), as adopted in Canada, in order for such principle or practice to continue as a generally accepted accounting principle or practice, all reports and financial statements required hereunder with respect to any Credit Party or with respect to any Credit Party and its Consolidated Subsidiaries may be prepared in accordance with such change, but all calculations and determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to Administrative Agent, and Required Lenders, Administrative Agent and Borrower agree to negotiate in good faith in respect of the modification of any covenants hereunder that are affected by such change in order to cause them to measure substantially the same financial performance as the covenants in effect immediately prior to such change.

18 [CREDIT AGREEMENT]

“Indebtedness” of any Person means Liabilities in any of the following categories (without duplication):

(a) Liabilities for borrowed money;

(b) Liabilities constituting an obligation to pay the deferred purchase price of property or services;

(c) Liabilities evidenced by a bond, debenture, note, or similar instrument;

(d) Liabilities that (i) would under IFRS be shown on such Person’s balance sheet as a liability and (ii) are payable more than one (1) year from the date of creation or incurrence thereof (other than reserves for taxes and reserves for contingent obligations);

(e) Liabilities arising under Hedging Contracts (on a net basis to the extent netting is provided for in such Hedging Contract);

(f) Liabilities constituting principal under Capital Lease Obligations;

(g) Liabilities arising under conditional sales or other title retention agreements;

(h) Liabilities owing under direct or indirect guaranties of Indebtedness of any other Person or otherwise constituting obligations to purchase or acquire or to otherwise protect or insure a creditor against loss in respect of Indebtedness of any other Person (such as obligations under working capital maintenance agreements, agreements to keep-well, or agreements to purchase Indebtedness, assets, goods, securities, or services), but excluding endorsements in the ordinary course of business of negotiable instruments in the course of collection;

(i) Liabilities with respect to Disqualified Capital Stock;

(j) Liabilities with respect to letters of credit or applications or reimbursement agreements therefor;

(k) Liabilities with respect to banker’s acceptances;

(l) Liabilities with respect to payments received in consideration of oil, gas, or other minerals yet to be acquired or produced at the time of payment (including obligations under “take- or-pay” contracts to deliver gas in return for payments already received and the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment); or

(m) Liabilities with respect to other obligations to deliver goods or services in consideration of advance payments therefor;

provided, however, that the “Indebtedness” of any Person shall not include Liabilities that were incurred by such Person on ordinary trade terms to vendors, suppliers, or other Persons providing goods and services for use by such Person in the ordinary course of its business, unless and until such Liabilities are outstanding more than 90 days past the original invoice or billing date therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any Guarantor under any Loan Document and (b) to the extent not otherwise described in clause (a) of this definition, Other Taxes.

19 [CREDIT AGREEMENT]

“Independent Engineers” means (a) Netherland, Sewell & Associates, Inc. and (b) any other nationally recognized independent petroleum engineering company that is designated by the Borrower with the consent of the Administrative Agent.

“Initial Engineering Report” means the reserve engineering report with respect to the Oil and Gas Properties of the Restricted Persons prepared as of January 1, 2022 by the Independent Engineers, a copy of which report has been delivered to the Administrative Agent.

“Initial Financial Statements” means (a) the Parent’s audited Consolidated annual financial statements as of and for the Fiscal Year ended December 31, 2021, and (b) the Parent’s unaudited quarterly Consolidated financial statements as of and for the Fiscal Quarter ended March 31, 2022.

“Insolvent” means, with respect to any Person, that (a) such Person is insolvent (as such term is defined in the Bankruptcy Code, and with all of the terms used in this definition that are defined in the Bankruptcy Code having the meanings ascribed to those terms in the text and interpretive case law applicable to the Bankruptcy Code), (b) the sum of such Person’s debts, including absolute and contingent liabilities, the Obligations or guarantees thereof, exceeds the value of such Person’s assets, at a fair valuation, (c) such Person’s capital is unreasonably small for the business in which such Person is engaged and intends to be engaged, or (d) such Person has incurred (whether under the Loan Documents or otherwise), or intends to incur, debts that will be beyond its ability to pay as such debts mature. In determining whether a Person is “Insolvent,” all rights of contribution of each Credit Party against the other Credit Parties under the guaranty of the Obligations, at law, in equity, or otherwise shall be taken into account.

“Interest Payment Date” means (a) with respect to any Base Rate Loan, the last Business Day of each calendar month, (b) with respect to any SOFR Loan, the last day of the Interest Period applicable thereto and, in the case of a SOFR Loan with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first day of such Interest Period, and (c) the Maturity Date.

“Interest Period” means, as to any SOFR Borrowing, the period commencing on the date of such SOFR Borrowing and ending on the numerically corresponding day in the calendar month that is one, three, six, or twelve months thereafter (in each case, subject to the availability thereof), as specified in the applicable Borrowing Notice or Continuation/Conversion Notice; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) no Interest Period shall extend beyond the Maturity Date, and (d) no tenor that has been removed from this definition pursuant to Section 2.16(c)(iv) shall be available for specification in such Borrowing Notice or Continuation/Conversion Notice. For purposes hereof, the date of a SOFR Loan or Borrowing initially shall be the date on which such SOFR Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such SOFR Borrowing.

20 [CREDIT AGREEMENT]

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to time and any successor statute or statutes, together with all rules and regulations promulgated with respect thereto.

“Investment” means any investment made directly or indirectly in any Person, whether by purchase or acquisition of Equity, Indebtedness, or other obligations or securities or by extension of credit, loan, advance, capital contribution, making a deposit, or otherwise and whether made in cash, by the transfer of property, or by any other means.

“IRS” means the United States Internal Revenue Service.

“Joint Use Agreement” means that certain Joint Use Agreement dated effective April 1, 2013, by and among Borrower, XTO Energy Inc. and Exxon Mobil Corporation, as amended or supplemented to the Closing Date.

“Law” means any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license, agreement, or other governmental restriction of the United States or any state or political subdivision thereof or of any foreign country or any department, province, or other political subdivision thereof. Any reference to a Law includes any amendment or modification to such Law, and all of the regulations, rulings, and other Laws promulgated under such Law.

“LC Application” means any application for a Letter of Credit hereafter made by the Borrower to any LC Issuer.

“LC Conditions” has the meaning given to such term in Section 2.9.

“LC Issuer” means BOKF, or one or more banks, trust companies, or other Persons in each case expressly identified by the Administrative Agent and approved by the Administrative Agent from time to time, in its discretion, as an LC Issuer for purposes of issuing one or more Letters of Credit hereunder. Without limiting the Administrative Agent’s discretion to identify any Person as an LC Issuer, no Person shall be designated as an LC Issuer unless such Person maintains reporting systems acceptable to the Administrative Agent with respect to letter of credit exposure and agrees to provide regular reporting to the Administrative Agent satisfactory to it with respect to such exposure.

“LC Sublimit” means $2,000,000.00.

“Lender Counterparty” means any Lender or any Affiliate of any Lender that is a party to a Hedging Contract with any Restricted Person. If a Person ceases to be a Lender or an Affiliate of a Lender but remains a party to one or more Hedging Contracts with a Restricted Person that were entered into prior to such cessation, such Person shall nonetheless remain a Lender Counterparty, but only with respect to Hedging Contracts and transactions thereunder that were entered into during or prior to the time such Person was a Lender or an Affiliate of a Lender.

21 [CREDIT AGREEMENT]

“Lender Hedging Obligation” means any obligation of any Restricted Person arising from time to time under any Hedging Contract heretofore, presently, or hereafter entered into with a Lender Counterparty; provided that (a) if any Person that was a Lender Counterparty ceases to be a Lender or an Affiliate of a Lender, the obligations owing to such Person under any Hedging Contracts shall continue to be Lender Hedging Obligations only to the extent arising from transactions entered into during or prior to the time such Person was a Lender or an Affiliate of a Lender and the Lender Hedging Obligations shall not include any obligations arising from any transaction entered into after such Person ceases to be a Lender or an Affiliate of a Lender, (b) if any obligation that is a Lender Hedging Obligation is assigned or transferred to any Person that is not a Lender Counterparty, such obligation shall thereupon cease to be a Lender Hedging Obligation, and (c) the Lender Hedging Obligations owed by any Restricted Person shall not include any Excluded Swap Obligation with respect to such Restricted Person.

“Lender Parties” means the Administrative Agent, each LC Issuer, and all of the Lenders.

“Lenders” means each Person listed on the Lenders Schedule, including BOKF in its capacity as a Lender hereunder rather than as Administrative Agent or LC Issuer, and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lenders Schedule” means Schedule 1 hereto.

“Lending Office” means (a) with respect to any Lender, the office of such Lender specified as its “Lending Office” below its name on the Lenders Schedule, or such other office as such Lender may from time to time specify to the Borrower and the Administrative Agent, (b) with respect to any LC Issuer, the office, branch, or agency through which such LC Issuer issues Letters of Credit, and (c) with respect to the Administrative Agent, the office, branch, or agency through which it administers this Agreement.

“Letter of Credit” means a standby letter of credit issued for the account of the Borrower by an LC Issuer that expires by its terms no later than the Letter of Credit Termination Date. Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiration date for one or more successive periods of up to twelve (12) months; provided that the LC Issuer that issued such Letter of Credit has the right to terminate such Letter of Credit on each such expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the Letter of Credit Termination Date.

“Letter of Credit Fee Rate” means, on any date, the rate per annum set forth as such in the definition of Applicable Margin.

“Letter of Credit Liabilities” means, at any time of calculation, the sum of (a) the amount then available for drawing under all of the outstanding Letters of Credit without regard to whether any conditions to drawing thereunder can then be met and (b) the aggregate unpaid amount of all reimbursement obligations in respect of previous drawings made under all of the Letters of Credit.

22 [CREDIT AGREEMENT]

“Letter of Credit Termination Date” means the earlier of (a) the date that is twelve (12) months after the date of issuance or extension of any Letter of Credit and (b) the fifth (5^th) Business Day prior to the Maturity Date.

“Liabilities” means, as to any Person, all of the indebtedness, liabilities, and obligations of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed, or contingent, and whether or not required to be considered pursuant to IFRS.

“Lien” means, with respect to any property or assets, any right or interest therein of a creditor to secure Liabilities owed to it or any other arrangement with such creditor that provides for the payment of such Liabilities out of such property or assets or that allows such creditor to have such Liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but excluding any right of offset that arises without agreement in the ordinary course of business. “Lien” also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists.

“Loan Documents” means this Agreement, the Notes, the Fee Letter, the Security Documents, the Letters of Credit, the LC Applications, the Support Agreements, and all of the other agreements, certificates, documents, instruments, and writings at any time delivered in connection herewith or therewith (exclusive of term sheets and commitment letters).

“Loans” has the meaning given to such term in Section 2.1, and the term includes all of the Base Rate Loans and all of the SOFR Loans.

“Material Adverse Change” means a material and adverse change, from the state of affairs presented in the Initial Financial Statements or as represented or warranted in any Loan Document, to (a) Parent’s, Holding’s, or Borrower’s Consolidated financial condition, (b) Parent’s, Holding’s, or Borrower’s Consolidated business, assets, operations, or properties considered as a whole, (c) Borrower’s ability to timely pay the Obligations or any Credit Party’s ability to perform its obligations under any Loan Document to which it is a party, or (d) the legality, validity, binding effect or enforceability of any Loan Document against any Credit Party.

“Material Contract” means (a) the Joint Use Agreement and (b) any other contract or other arrangement to which any Restricted Person is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to cause a Material Adverse Change, excluding contracts and oil and gas leases that are specifically listed on an Exhibit or Schedule to any Security Document.

“Maturity Date” means June 13, 2026.

23 [CREDIT AGREEMENT]

“Maximum Credit Amount” means $75,000,000.00.

“Maximum Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Debt on such date to (b) Consolidated Adjusted EBITDAX for the trailing four fiscal quarter period ending on such date.

“Minimum Collateral Amount” means Oil and Gas Properties to which are attributed at least ninety percent (90%) of the Present Value of the Proved Reserves that are attributable to all of the Borrowing Base Properties.

“Minimum Current Ratio” means, as of any date of determination, the ratio of (a) consolidated current assets of the Borrower and its Consolidated Subsidiaries (including the Unused Availability to the extent that such unused portion can be borrowed by the Borrower without causing a Default after giving effect thereto, but excluding non-cash gains resulting from the requirements of IFRS 9) as of such date to (b) consolidated current liabilities of the Borrower and its Consolidated Subsidiaries (excluding non-cash losses resulting from the requirements of IFRS 9 and current maturities of the Obligations) as of such date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgage” means any deed of trust and/or mortgage now, heretofore, or hereafter delivered by any Restricted Person to the Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure the payment of any part of the Secured Obligations.

“Multiemployer Plan” means any plan described in Section 4001(a)(3) of ERISA.

“Non-Consenting Lender” means any Lender that does not approve (a) any Borrowing Base increase that has been approved by the Required Lenders or (b) any other consent, waiver, or amendment that requires the approval of all or all of the affected Lenders and has been approved by the Required Lenders.

“Non-Funding Lender” means a Lender described in clause (a) of the definition of “Defaulting Lender”.

“Non-Operated Properties” means those Oil and Gas Properties for which no Restricted Person or Affiliate thereof serves as operator under the joint operating agreement, unit operating agreement or similar arrangement covering such Oil and Gas Properties.

“Note” has the meaning given to such term in Section 2.1.

“Obligations” means all of the Liabilities from time to time owing by any Credit Party to any Lender Party under or pursuant to any of the Loan Documents, including all of the Letter of Credit Liabilities and the Erroneous Payment Subrogation Rights. “Obligation” means any part of the Obligations.

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.

24 [CREDIT AGREEMENT]

“Oil and Gas Properties” means (a) all oil, gas, and/or mineral leases, oil, gas, or mineral properties, mineral servitudes, and/or mineral rights of any kind (including mineral fee interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests, and other types of mineral interests), (b) all oil and gas gathering, treating, storage, processing, and handling assets, (c) all pipelines, and (d) all platforms, wells, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment. Unless otherwise expressly provided herein, all of the references in this Agreement to “Oil and Gas Properties” refer to Oil and Gas Properties owned by the Restricted Persons, as the context requires.

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and limited liability company agreement or operating agreement, and (c) with respect to any partnership, joint venture, trust, or other form of business entity, the partnership, joint venture, or other applicable agreement of formation or organization and any agreement, instrument, filing, or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Credit Agreement” has the meaning given to such term in the recitals of this Agreement.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement, or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Parent” means Kolibri Global Energy Inc. (formerly known as BNK Petroleum Inc.), a corporation organized under the Business Corporation Act (British Columbia).

“Participant” has the meaning given to such term in Section 11.4(d).

“Participant Register” has the meaning given to such term in Section 11.4(d).

25 [CREDIT AGREEMENT]

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), which was signed into law October 26, 2001.

“Payment Account” means the account designated by the Administrative Agent for the disbursement of the Loans.

“Payment in Full” means the occurrence of (a) the termination or expiration of the Commitments, (b) payment in full of all of the Obligations (other than contingent indemnification obligations and other contingent obligations not then due and payable), (c) the expiration or termination of all of the Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to such LC Issuer have been made), and (d) the expiration, novation, or termination of all of the Hedging Contracts giving rise to Lender Hedging Obligations and payment in full of all of the obligations owing by any Restricted Person thereunder (other than such Hedging Contracts and Lender Hedging Obligations as to which other arrangements satisfactory to such Lender Counterparty have been made).

“Payment Recipient” has the meaning given to such term in Section 10.21(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Investments” means:

(a) Investments in Cash Equivalents;

(b) Investments disclosed to the Lenders in the Disclosure Schedule;

(c) Investments consisting of Hedging Contracts permitted under Section 5.3;

(d) normal and prudent extensions of credit by any Restricted Person to its customers or joint interest owners for or in connection with buying goods and services in the ordinary course of business, which extensions shall not be for longer periods than those extended by similar businesses operated in a normal and prudent manner;

(e) Investments in or to the Borrower and in or to Subsidiaries of the Borrower that are Guarantors (including any Person that becomes a Subsidiary of the Borrower as a result of such Investment, so long as such Person becomes a Guarantor and otherwise complies with Section 4.14 and Section 4.15); and

(f) Investments not described in subsections (a) through (e) of this definition that do not (taking into account all of the Investments of all of the Restricted Persons) exceed $500,000.00 in the aggregate during any Fiscal Year.

26 [CREDIT AGREEMENT]

“Permitted Liens” means:

(a) statutory Liens for taxes, assessments, or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with IFRS;

(b) landlords’, operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens that do not secure Indebtedness, in each case only to the extent arising in the ordinary course of business and only to the extent securing obligations that are not delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with IFRS;

(c) minor defects and irregularities in title to any property, so long as such defects and irregularities neither secure Indebtedness nor materially impair the value of such property or the use of such property for the purposes for which such property is held;

(d) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations, and other obligations of a like nature (excluding appeal bonds) incurred in the ordinary course of business and not constituting Indebtedness;

(e) Liens under the Security Documents;

(f) with respect only to property subject to a Security Document, any Liens burdening such property that are expressly allowed by such Security Document;

(g) easements, restrictions, servitudes, permits, conditions, covenants, exceptions, or reservations in any property of any Restricted Person for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal, or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities, and equipment, that do not secure Indebtedness and that do not materially interfere with the future development of such property or with cash flow from such property as reflected in the most recently delivered Engineering Report;

(h) judgment and attachment Liens not giving rise to an Event of Default; provided that any appropriate legal proceedings that may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired, no action to enforce such Lien has been commenced, and such Liens are covered by a bond or insurance reasonably acceptable to the Administrative Agent;

(i) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislations;

(j) Liens under joint operating agreements, pooling or unitization agreements, or similar contractual arrangements arising in the ordinary course of the business of any Restricted Person to secure amounts owing under such agreements and contracts, which amounts are not more than ninety (90) days past due or are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with IFRS;

27 [CREDIT AGREEMENT]

(k) encumbrances consisting of deed restrictions, zoning restrictions, easements, governmental or environmental permitting and operation restrictions, the exercise by Governmental Authorities or third parties of eminent domain or condemnation rights, or any other similar restrictions on the use of the Oil and Gas Properties, none of which materially impairs the use of such property by any Restricted Person in the operation of its business, and none of which is or shall be violated in any material respect by existing or proposed operations;

(l) Liens on fixed or capital assets acquired, constructed, or improved by a Restricted Person; provided that: (i) such Liens secure only Purchase Money Indebtedness and Capital Lease Obligations permitted under Section 5.1(d); (ii) such Liens and the Indebtedness secured thereby are incurred substantially simultaneously with the acquisition, construction, or improvement of such fixed or capital assets or within one hundred eighty (180) days thereafter; (iii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including accessions thereto and proceeds thereof); and (iv) the amount of Indebtedness secured thereby is not more than one hundred percent (100%) of the purchase price therefor;

(m) all lessors’ royalties, overriding royalties, net profits interests, carried interests, production payments that do not constitute Indebtedness, reversionary interests, and other burdens on or deductions from the proceeds of production with respect to each Oil and Gas Property (in each case) that do not operate to reduce the net revenue interest for such Oil and Gas Property (if any) as reflected in any Security Document or Engineering Report or increase the working interest for such Oil and Gas Property (if any) as reflected in any Security Document or Engineering Report without a corresponding increase in the corresponding net revenue interest;

(n) Liens securing Indebtedness permitted to be incurred pursuant to Section 5.1(f) but only on property not constituting Oil and Gas Properties or deposit accounts of or Equity in any Restricted Person; and

(o) Liens securing judgments or orders for the payment of money not giving rise to an Event of Default; provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment or order shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired.

“Permitted Tax Distributions” means, for any Fiscal Year, the amount necessary for the parent of the affiliated group of corporations that files a consolidated U.S. federal income tax return that includes the Borrower to pay the state and federal income taxes on the basis of the Borrower’s net taxable income that are not already paid by the Borrower, which taxes shall be calculated at the highest marginal tax rate applicable to Holding, but which shall not exceed forty percent (40%) of the lesser of the net taxable income of the Borrower and of the consolidated group of corporations that include the Borrower.

“Person” means any natural person or any corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

“Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) established by a Restricted Person and any ERISA Plan.

“Platform” has the meaning given to such term in Section 11.3(d)(i).

28 [CREDIT AGREEMENT]

“Pledge Agreements” means those certain Pledge Agreements dated as of the date hereof by the Parent and Holding in favor of the Administrative Agent for the benefit of the Beneficiaries, as defined therein, as amended, supplemented, amended and restated, or otherwise modified from time to time.

“Present Value” of any Oil and Gas Property means the present value of the future net revenues attributed to such Oil and Gas Property in the most recently delivered Engineering Report using the Administrative Agent’s discount rate for credit facilities of a similar type.

“Prime Rate” means, as of any date of determination, the rate of interest most recently published by The Wall Street Journal and designated as the “National Prime Rate” (in this definition called the “Index”). The Index is not necessarily the lowest rate charged by the Administrative Agent on its loans. If the Index becomes unavailable during the term of this Agreement, the Administrative Agent may designate a substitute index after notifying the Borrower and the Lenders. Any change in the Prime Rate will become effective as of the date the rate of interest is different from that on the preceding Business Day. Under no circumstances will the interest rate on the Loans be more than the Highest Lawful Rate.

“Projected PDP Oil and Gas Production” means the projected production of crude oil or natural gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contract or a particular month, as applicable, from Oil and Gas Properties owned by the Restricted Persons that are located in or offshore of the United States and that have attributable to them Proved Developed Producing Reserves, as such production is projected in the most recently delivered Engineering Report, after deducting projected production from any properties or interests sold or under contract for sale that had been included in such Engineering Report and after adding projected production from any properties or interests that had not been reflected in such Engineering Report but that are reflected in a separate or supplemental report meeting the requirements of Section 4.2(e) or Section 4.2(f) and otherwise are reasonably satisfactory to the Administrative Agent.

“Pro Rata Share” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitment represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.19. If the commitment of each Lender to make Loans and the obligation of each LC Issuer to issue or extend Letters of Credit have been terminated pursuant to Section 8.1 or if the Commitments have expired, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on the Lenders Schedule or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Proved Reserves” means “Proved Reserves” as defined in the Petroleum Resources Management System as in effect at the time in question (in this definition, the “PRMS”) prepared by the Oil and Gas Reserves Committee of the Society of Petroleum Engineers and reviewed and jointly sponsored by the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers (or any generally recognized successor organizations). “Proved Developed Producing Reserves” means Proved Reserves that are categorized as “Developed Producing Reserves” in the PRMS, “Proved Developed Nonproducing Reserves” means Proved Reserves that are categorized as “Developed Nonproducing Reserves” in the PRMS, and “Proved Undeveloped Reserves” means Proved Reserves that are categorized as “Undeveloped Reserves” in the PRMS.

29 [CREDIT AGREEMENT]

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Indebtedness” means Indebtedness of which the proceeds are used to finance the acquisition, construction, or improvement of inventory, equipment, or other property in the ordinary course of business.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning given to such term in Section 11.14.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, any Restricted Person that is not an individual/a natural person and that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any LC Issuer, as applicable.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

30 [CREDIT AGREEMENT]

“Required Lenders” means (a) at any time there are three or fewer Lenders, each Lender, and (b) at any time there are four or more Lenders, at least two (if more than one Lender) Lenders holding at least sixty-six two-thirds percent (66-2/3%) of the Aggregate Commitment or, if the commitment of each Lender to make Loans and the obligation of each LC Issuer to issue or extend Letters of Credit have been terminated pursuant to Section 8.1, at least two (if more than one Lender) Lenders holding in the aggregate at least sixty-six two-thirds percent (66-2/3%) of the Facility Usage (with the aggregate amount of each Lender’s risk participation and funded participation in Letter of Credit Liabilities being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Facility Usage held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, as to any Person, the chief executive officer, the president, or the chief financial officer of such Person (or, if such Person has no such officers and is a partnership or a limited liability company, of a general partner, managing member, or member of such Person, or if such Person has no such officers and is a limited liability company, of a managing member or member of such Person, and so forth). Unless otherwise specified, all of the references to a Responsible Officer herein mean a Responsible Officer of the Borrower.

“Restricted Persons” means, collectively, the Borrower and each Subsidiary of the Borrower, and “Restricted Person” means any of the foregoing.

“S & P” means S&P Global Ratings, an S&P Global Inc. business, and any successor thereto that is a nationally recognized rating agency.

“Sanctioned Country” means, at any time, a country, region, or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the Crimea, Donetsk and Luhansk regions of Ukraine; Cuba; Iran; North Korea; and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person located, operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or Controlled by any such Person or Persons described in the foregoing clause (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.

“Scheduled Determination” means each determination of the Borrowing Base that is not a Special Determination.

“Secured Obligations” means all of the Obligations, all of the Cash Management Obligations, and all of the Lender Hedging Obligations.

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“Secured Parties” means the Lender Parties, the Lender Counterparties, and the Cash Management Lenders.

“Security Documents” means the guaranties, deeds of trust, mortgages (including the Mortgages), pledge agreements (including the Pledge Agreements), security agreements, and other documents listed in the Security Schedule and all of the other security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing statements, continuation statements, extension agreements, subordination agreements, intercreditor agreements, and other agreements or instruments now, heretofore, or hereafter delivered by any Credit Party to the Administrative Agent in connection with this Agreement or any transaction contemplated hereby to secure or guarantee the payment of any part of the Secured Obligations or the performance of any Credit Party’s other duties and obligations under the Loan Documents.

“Security Schedule” means Schedule 3 hereto.

“Settlement Date” has the meaning given to such term in Section 10.13(a).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR Margin Rate, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

“Special Determinations” has the meaning given to such term in Section 2.8(d).

“Specified Swap Agreement” means any Swap Agreement in respect of interest rates, currency exchange rates, commodities, weather, power, or emissions entered into by the Borrower or any Guarantor and any Person that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into (or, in respect of any Swap Agreement entered into prior to the Closing Date, any Person that was a Lender or any Affiliate of a Lender on the Closing Date) that has been designated as a “Specified Swap Agreement” by such Lender and the Borrower by notice to the Administrative Agent not later than fifteen (15) days after the later of (a) the Closing Date and (b) the execution and delivery by the Borrower or such Guarantor of such Swap Agreement (or such later date agreed by the Administrative Agent and the Borrower, but in no event more than thirty (30) days after such later date referred to above); provided that for purposes of determining any Guarantee Obligations of any Guarantor pursuant to the Security Documents, the definition of “Lender Hedging Obligation” shall not create any guarantee by any Guarantor of (or grant of any Lien by any Guarantor to support, if applicable) any Excluded Swap Obligation of such Guarantor.

“Staff Engineers” means petroleum engineers who are employees of the Borrower or of a staffing company that provides its employees to the Borrower.

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“Subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of such date, or (b) any other Person in which more than 50% of the Equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) are, as of such date, owned or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Support Agreement” has the meaning given to such term in Section 2.9.

“Supported QFC” has the meaning given to such term in Section 11.14.

“Swap Agreement” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, including any agreement with respect to any swap, forward, future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial, or pricing indices or measures of economic, financial, or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, or consultants of any Restricted Person shall be a “Swap Agreement”.

“Swap Obligations” means, with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced, or acquired (including all renewals, extensions, and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations, or assignments of any Swap Agreement transaction.

“Tax Returns” has the meaning given to such term in Section 3.22.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.

“Term SOFR” means:

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

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(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment” means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

Base Rate Loans:

0.10%

SOFR Loans:

Interest Period	Percentage
One month	0.10%
Three months	0.15%
Six months	0.25%
Twelve months	0.50%

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

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“Termination Event” means (a) the occurrence with respect to any ERISA Plan of (i) a reportable event described in Section 4043(c)(5) or (6) of ERISA or (ii) any other reportable event described in Section 4043(c) of ERISA other than such a reportable event for which the 30-day notice requirement has been waived, or (b) the withdrawal by any ERISA Affiliate from an ERISA Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the filing of a notice of intent to terminate any ERISA Plan or the treatment of any ERISA Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any ERISA Plan by the PBGC under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan, or (f) any failure by any ERISA Plan to satisfy the ERISA Plan Funding Rules, whether or not waived, or (g) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any ERISA Plan, the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any ERISA Plan, or (h) a determination that any ERISA Plan is, or is expected to be, an at-risk plan (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA) and the funding target attainment percentage (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA) for such plan is, or is expected to be, less than 60%, or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any ERISA Affiliate.

“Threshold Amount” means $500,000.00.

“Type” means, with respect to any Loan, the characterization of such Loan as either a Base Rate Loan or a SOFR Loan.

“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of Colorado or of any other state the laws of which are required to be applied in connection with the attachment, perfection, or priority of, or remedies with respect to, the Administrative Agent’s Lien on any Collateral.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“Unused Availability” means, at any time of determination, an amount equal to (a) the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base then in effect, minus (b) the Facility Usage.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regimes” has the meaning given to such term in Section 11.14.

“U.S. Tax Compliance Certificate” has the meaning given to such term in Section 2.17(g)(ii)(B)(III).

“Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the Facility Usage on such day, and the denominator of which is the Borrowing Base in effect on such day.

“Voting Stock” of any Person as of any date means the Equity of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or comparable governing body of such Person.

“Wholly-Owned Subsidiary” means any Subsidiary in which one hundred percent (100%) of the Equity, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by one or more of the other Wholly-Owned Subsidiaries of the Borrower, or both.

“Withholding Agent” means any Restricted Person and the Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify, or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities, or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2. Exhibits and Schedules; Additional Definitions. All of the Exhibits and Schedules attached to this Agreement are a part hereof for all purposes. Reference is hereby made to the Security Schedule for the meaning of certain terms defined therein and used but not defined herein, which definitions are incorporated herein by reference.

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Section 1.3. Terms Generally; References and Titles. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless otherwise specified, references to a Person’s “discretion” means its sole and absolute discretion. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all of the references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any Law herein shall, unless otherwise specified, refer to such Law, as amended, modified, or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References to any document, instrument, or agreement (a) shall include all of the exhibits, schedules, and other attachments thereto, and (b) shall include all of the documents, instruments, or agreements issued or executed in replacement thereof. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive. Accounting terms have the meanings assigned to them by IFRS, as applied by the accounting entity to which they refer. References to “days” shall mean calendar days, unless the term “Business Day” or “U.S. Government Securities Business Day” is used.

Section 1.4. Computations and Determinations. All interest and fees hereunder shall be computed on the basis of a year of 360 days (or in the case of interest and fees computed by reference to the Adjusted Base Rate at times when the Adjusted Base Rate is based on the Prime Rate, such interest and fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Adjusted Base Rate, Adjusted Term SOFR Margin Rate, Adjusted Term SOFR, or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The date of funding of a Base Rate Loan and the first day of an Interest Period with respect to a SOFR Loan shall be included in the calculation of interest. The date of payment of a Base Rate Loan and the last day of an Interest Period with respect to a SOFR Loan shall be excluded from the calculation of interest. Each determination by a Lender Party of amounts to be paid under Article II or any other matters that are to be determined hereunder by a Lender Party shall, in the absence of manifest error, be conclusive and binding. Unless otherwise expressly provided herein or unless the Required Lenders otherwise consent, all of the financial statements and reports furnished to any Lender Party hereunder shall be prepared and all of the financial computations and determinations pursuant hereto shall be made in accordance with IFRS. Notwithstanding the foregoing, all of the financial statements delivered hereunder shall be prepared, and all of the financial covenants contained herein shall be calculated, without giving effect to any election under IFRS 9 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.

37 [CREDIT AGREEMENT]

Section 1.5. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.6. Times of Day. Unless otherwise specified, all of the references herein to times of day shall be references to Mountain Time (daylight or standard, as applicable).

Section 1.7. Joint Preparation; Construction of Indemnities and Releases. This Agreement and the other Loan Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto that would require or allow any Loan Document to be construed against any party because of its role in drafting such Loan Document. All indemnification and release provisions of this Agreement shall be construed broadly (and not narrowly) in favor of the Persons receiving indemnification or being released.

Section 1.8. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity at such time.

Section 1.9. Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of, or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, the Adjusted Term SOFR Margin Rate, or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor, or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor, or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, the Adjusted Term SOFR Margin Rate, Term SOFR, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation, or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, the Adjusted Term SOFR Margin Rate, Term SOFR, any alternative, successor, or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, the Adjusted Term SOFR Margin Rate, Term SOFR, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender, or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental, or consequential damages, costs, losses, or expenses (whether in tort, contract, or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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Section 1.10. Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

ARTICLE II - The Loans and Letters of Credit

Section 2.1. Commitments to Lend; Notes. Subject to the terms and conditions set forth herein, each Lender agrees to make loans to the Borrower (herein called such Lender’s “Loans”) upon the Borrower’s request from time to time during the Commitment Period; provided that (a) subject to Section 2.16 and Section 2.19, Loans of the same Type shall be made by the Lenders in accordance with their respective Pro Rata Shares and as part of the same Borrowing, and (b) after giving effect to such Loans, the Facility Usage does not exceed the lesser of the Borrowing Base or the Aggregate Commitment then in effect. The aggregate amount of all of the Loans (other than Loans made pursuant to Section 2.12) in any Borrowing must be greater than or equal to $100,000.00 or any higher integral multiple of $100,000.00 or must equal the remaining Unused Availability. Interest on each Loan shall accrue and be due and payable as provided herein. Each Loan shall be due and payable as provided herein and shall be due and payable in full on the Maturity Date. Subject to the terms and conditions hereof, the Borrower may borrow, repay, and reborrow hereunder. The obligation of the Borrower to repay to each Lender the aggregate amount of all of the Loans made by such Lender, together with interest accruing in connection therewith, shall, at the request of such Lender, be evidenced by a single promissory note (herein called such Lender’s “Note”) made by the Borrower payable to such Lender or its registered assigns in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all of the Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note.

Section 2.2. Requests for New Loans.

(a) Borrowing Notices. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by the Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must:

(i) specify (A) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced (which date shall be a Business Day) or (B) the aggregate amount of any such Borrowing of new SOFR Loans, the date on which such SOFR Loans are to be advanced (which date shall be a Business Day and shall be the first day of the Interest Period that is to apply thereto), and the length of the Interest Period applicable thereto; and

39 [CREDIT AGREEMENT]

(ii) be received by the Administrative Agent not later than 10:00 a.m. on (A) the day on which any such Base Rate Loans are to be made or (B) the third (3^rd) U.S. Government Securities Business Day preceding the day on which any such SOFR Loans are to be made.

Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B-1, duly completed, and each Borrowing Notice shall be irrevocable and binding on the Borrower. Each such telephonic request shall be deemed a representation, warranty, acknowledgment, and agreement by the Borrower as to the matters that are required to be set out in such written confirmation. If no election as to the Type of Loans comprising a Borrowing is specified in a Borrowing Notice, then the requested Borrowing shall be comprised of Base Rate Loans. If no Interest Period is specified in a Borrowing Notice with respect to any requested Borrowing of SOFR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(b) Notice to Lenders by the Administrative Agent. Upon receipt of any such Borrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all of the conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Lending Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower.

(c) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (1) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (2) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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Section 2.3. Continuations and Conversions of Existing Loans.

(a) Continuations and Conversions. The Borrower may make the following elections with respect to Loans already outstanding: to convert Base Rate Loans to SOFR Loans, to convert SOFR Loans to Base Rate Loans on the last day of the Interest Period applicable thereto, and to continue SOFR Loans beyond the expiration of the Interest Period applicable thereto by designating a new Interest Period to take effect at the time of such expiration. In making such elections, the Borrower may combine existing Loans made pursuant to separate Borrowings into one new Borrowing or divide existing Loans made pursuant to one Borrowing into separate new Borrowings; provided, however, that the Borrower may have no more than five (5) Borrowings of SOFR Loans outstanding at any time.

(b) Continuation/Conversion Notices. To make any such election, the Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any such Conversion or Continuation of existing Loans, with a separate notice given for each new Borrowing. Each such notice constitutes a “Continuation/Conversion Notice” hereunder and must:

(i) specify the existing Loans that are to be Continued or Converted;

(ii) specify (A) the aggregate amount of any Borrowing of Base Rate Loans into which such existing Loans are to be Converted and the date on which such Conversion is to occur (which date shall be a Business Day) or (B) the aggregate amount of any Borrowing of SOFR Loans into which such existing Loans are to be Continued or Converted, the date on which such Continuation or Conversion is to occur (which date shall be a Business Day and shall be the first day of the Interest Period that is to apply to such SOFR Loans), and the length of the Interest Period applicable thereto; and

(iii) be received by the Administrative Agent not later than 10:00 a.m. on (A) the day on which any such Conversion to Base Rate Loans is to occur or (B) the third (3^rd) U.S. Government Securities Business Day preceding the day on which any such Continuation or Conversion to SOFR Loans is to occur.

Each such written request or confirmation must be made in the form and substance of the “Continuation/Conversion Notice” attached hereto as Exhibit B-2, duly completed, and each Continuation/Conversion Notice shall be irrevocable and binding on the Borrower. Each such telephonic request shall be deemed a representation, warranty, acknowledgment, and agreement by the Borrower as to the matters that are required to be set out in such written confirmation.

(c) Notice to Lenders by the Administrative Agent. Upon receipt of any such Continuation/Conversion Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. No new funds shall be repaid by the Borrower or advanced by any Lender in connection with any Continuation or Conversion of existing Loans pursuant to this section, and no such Continuation or Conversion shall be deemed to be a new advance of funds for any purpose; such Continuations and Conversions merely constitute a change in the interest rate applicable to already outstanding Loans.

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(d) Effect of Failure to Deliver Timely Continuation/Conversion Notice and Events of Default on Interest Election. Upon the expiration of an Interest Period, in the absence of a Continuation/Conversion Notice submitted to the Administrative Agent not less than three (3) U.S. Government Securities Business Days prior to the end of such Interest Period, the SOFR Loans then maturing shall be automatically converted to Base Rate Loans. Anything herein to the contrary notwithstanding, if a Borrowing Base Deficiency or an Event of Default exists, (1) the commitment of the Lenders to make SOFR Loans, continue SOFR Loans as SOFR Loans, or convert Base Rate Loans to SOFR Loans shall be immediately suspended, (2) any request for a SOFR Loan or for a conversion to or continuation of a SOFR Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, and (3) outstanding SOFR Loans shall be converted automatically to Base Rate Loans on the last day of the Interest Period thereof.

Section 2.4. Use of Proceeds. The Borrower shall use the proceeds of the Loans to fund the development of the Oil and Gas Properties of the Restricted Persons, to finance acquisitions of Oil and Gas Properties permitted hereby, to finance capital expenditures, to refinance Letter of Credit Liabilities, to pay fees and expenses incurred under the Loan Documents, and to provide working capital for its operations and for other lawful general business purposes. The Borrower shall use all of the Letters of Credit for its lawful general business purposes. In no event shall the funds from any Loan or any Letter of Credit be used directly or indirectly by any Person for personal, family, household, or agricultural purposes or for the purpose, whether immediate, incidental, or ultimate, of purchasing, acquiring, or carrying any “margin stock” (as such term is defined in Regulation U) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock. The Borrower represents and warrants that the Borrower is not engaged principally, or as one of the Borrower’s important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock. No Borrowing or Letter of Credit, use of proceeds, or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Section 2.5. Interest Rates and Fees; Payment Dates.

(a) Interest Rates. From and following the Closing Date, depending upon the Borrower’s election from time to time, subject to the terms hereof, to have Borrowings of the Loans accrue interest determined by reference to the Adjusted Base Rate or the Adjusted Term SOFR Margin Rate, the principal amount of the Loans outstanding from day to day shall bear interest at the applicable rates per annum set forth below:

(i) if a Base Rate Loan, then at a rate per annum equal to the Adjusted Base Rate; and

(ii) if a SOFR Loan, then at a rate per annum equal to the Adjusted Term SOFR Margin Rate.

(b) Default Rate. Notwithstanding the foregoing, from and after the occurrence and during the continuance of an Event of Default, whether at stated maturity, upon acceleration, or otherwise, and at all times when a Borrowing Base Deficiency exists, all of the outstanding Loans shall bear interest, after as well as before judgment, at a rate per annum equal to the Default Rate.

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(c) Unused Fees. From and following the Closing Date, the Borrower will pay to the Administrative Agent, for the account of each Lender in accordance with such Lender’s Pro Rata Share, an unused fee (determined on a daily basis) in an amount equal to the product of (i) the Unused Availability at the end of each such day and (ii) the Commitment Fee Rate. Accrued unused fees shall be due and payable in arrears on the last day of each Fiscal Quarter and at the end of the Commitment Period.

(d) Borrowing Base Increase Fee. The Borrower will pay to the Administrative Agent, for the account of each Lender then party to this Agreement, on each Determination Date on which the Borrowing Base is increased, a borrowing base increase fee in an amount to be mutually agreed upon and to be set forth in a separate written agreement. Such borrowing base increase fee shall be due and payable on the effective date of such Borrowing Base increase.

(e) Fee Letter. In addition to all of the other amounts due under the Loan Documents, the Borrower will pay to the Administrative Agent the fees required by the Fee Letter.

(f) Payment Dates. On each Interest Payment Date, the Borrower shall pay to the Administrative Agent for the account of the Lenders to whom such payment is owed all of the unpaid interest that has accrued on the Loans to but excluding such Interest Payment Date. On the Maturity Date, the Borrower shall pay to the Administrative Agent for the account of the Lenders to whom such payment is owed the entire unpaid principal balance of the Loans then outstanding and all of the accrued and unpaid interest on the Loans.

Section 2.6. Optional Prepayments. The Borrower may, from time to time and without premium or penalty, prepay the Loans, in whole or in part, upon prior written notice to the Administrative Agent; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) on the Business Day preceding the day on which any Base Rate Loan is to be prepaid and (B) on the third (3rd ) U.S. Government Securities Business Day preceding the day on which any SOFR Loan is to be prepaid, (ii) the aggregate amount of any partial prepayment of principal of the Loans equals $100,000.00 or any higher integral multiple of $100,000.00 (or, if the remaining balance of the Loans is less than $100,000, then the amount of such remaining balance), and (iii) if the Borrower prepays any SOFR Loan on any day other than the last day of the Interest Period applicable thereto, it shall pay to the Administrative Agent any amounts due under Section 2.16. Each prepayment of principal under this section shall be accompanied by all of the interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Section 2.7. Mandatory Prepayments.

(a) Aggregate Commitment Prepayments. If at any time the Facility Usage exceeds the Aggregate Commitment (whether due to a reduction in the Aggregate Commitment in accordance with this Agreement or otherwise), the Borrower shall immediately upon demand prepay the principal of the Loans (and after all of the Loans are repaid in full, provide Cash Collateral in accordance with Section 2.14) in an amount at least equal to such excess.

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(b) Borrowing Base Deficiency Prepayments. If at any time the Facility Usage is less than or equal to the Aggregate Commitment but in excess of the Borrowing Base (such excess being herein called a “Borrowing Base Deficiency”), within ten (10) days after the Administrative Agent delivers a Borrowing Base Deficiency Notice to the Borrower, the Borrower shall give notice to the Administrative Agent electing to eliminate the Borrowing Base Deficiency as provided in clause (i), (ii), or (iii) of this subsection, or in a combination of clauses (i), (ii) and (iii) of this subsection (such notice from the Borrower, the “Election Notice”), whereupon the Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner, and any failure to deliver such Election Notice shall be deemed to be an election by the Borrower to eliminate such deficiency as provided in clause (i):

(i) prepay the principal of the Loans (and, if the Facility Usage exceeds the Borrowing Base after all of the Loans are repaid in full, provide Cash Collateral in accordance with Section 2.14) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency (or, if the Facility Usage exceeds the Borrowing Base after the Loans have been paid in full, provide Cash Collateral in accordance with Section 2.14), such prepayment to be made in full on or before the thirtieth (30^th) day after the Borrower’s receipt of the Borrowing Base Deficiency Notice;

(ii) prepay the principal of the Loans (and after all of the Loans are repaid in full, provide Cash Collateral in accordance with Section 2.14) in up to six (6) monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-sixth of such Borrowing Base Deficiency, and with the first such installment to be paid within thirty (30) days after the Borrower’s receipt of the Borrowing Base Deficiency Notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, the Borrower shall have demonstrated to the satisfaction of the Administrative Agent on or before the date of the first such payment that the Borrower has sufficient available monthly cash from its Projected PDP Oil and Gas Production to make such payments; or

(iii) provide (or cause the other Restricted Persons to provide) Security Documents in form and substance satisfactory to the Administrative Agent granting, confirming, and perfecting first and prior Liens on collateral acceptable to all of the Lenders (subject only to Permitted Liens), to the extent needed to allow all of the Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount that eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to the Administrative Agent within thirty (30) days after the Administrative Agent confirms to the Borrower what collateral shall be required. If, prior to any such specification by the Administrative Agent, the Required Lenders determine that the giving of such Security Documents will not serve to eliminate such Borrowing Base Deficiency, then, within ten (10) days after receiving notice of such determination from the Administrative Agent, the Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding clauses (i) or (ii) of this subsection (b).

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(c) Excess Cash Prepayments. If, at the end of any Excess Cash Test Day, the Restricted Persons have any Excess Cash, the Borrower shall prepay the principal of the Loans in an amount equal to the lesser of the unpaid principal balance of the Loans and the amount of such Excess Cash within five (5) Business Days after such Excess Cash Test Day (provided that no such prepayment need be made under this subsection if the amount thereof would be less than $100,000 as of the day such prepayment would be required to be made). Each prepayment under this subsection shall be accompanied, on the date of such prepayment, by a notice from the Borrower to the Administrative Agent specifying (i) the amount of such prepayment, (ii) the specific Borrowings that are being prepaid by such prepayment, including the SOFR Loans, if any, that are being prepaid by such prepayment, and (iii) the date of such prepayment, which notice may be delivered electronically. Each prepayment under this subsection shall be applied to specific Borrowings as specified by the Borrower and shall be applied ratably to the Loans included in such prepaid Borrowings; provided that if the Borrower fails to so specify such Borrowings, then the Administrative Agent shall first prepay any outstanding Base Rate Loans and then to any SOFR Loans specified by the Administrative Agent in its discretion.

(d) Prepayments Generally. Each prepayment of principal under this section shall be accompanied by all of the interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Section 2.8. Borrowing Base.

(a) Initial Borrowing Base. During the period from and including the Closing Date to but excluding the first Determination Date, the Borrowing Base shall be $20,000,000.00.

(b) Scheduled Borrowing Base Redeterminations. By March 1 and September 1 of each year, commencing with the first such date to occur after the Closing Date, the Borrower shall furnish to each Lender all of the information, reports, and data that the Administrative Agent has then reasonably requested concerning the businesses and properties of the Restricted Persons (including their Oil and Gas Properties and interests and the reserves and production relating thereto), together with, as applicable, the Engineering Report as of the preceding December 31 described in Section 4.2(e) or as of June 30 of such year described in Section 4.2(f). Within fifteen (15) days after receiving such information, reports, and data, or as promptly thereafter as practicable, the Administrative Agent shall determine the amount of a proposed Borrowing Base, and the Administrative Agent shall then deliver to each Lender such proposed Borrowing Base. Within fifteen (15) days after the Lenders’ receipt of such proposed Borrowing Base, or as promptly thereafter as practicable, the Required Lenders shall agree on an amount for the Borrowing Base (provided that all of the Lenders must agree on any increase in the Borrowing Base), which Borrowing Base need not be equal to such proposed Borrowing Base. The Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value that they in their discretion assign to the discounted net present value of the Oil and Gas Properties of the Restricted Persons included in the Collateral at the time in question and based upon such other credit factors (including the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management, and ownership of the Restricted Persons) as they in their discretion deem significant. If the Required Lenders (or all of the Lenders in the case of an increase in the Borrowing Base) have not approved the Borrowing Base within the fifteen (15) day period after their receipt of such proposed Borrowing Base, the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to a number of the Lenders sufficient to constitute the Required Lenders (or all of the Lenders in the case of an increase in the Borrowing Base) and such amount shall then become the Borrowing Base. The Administrative Agent shall by notice to the Borrower designate such amount as the new Borrowing Base available to the Borrower hereunder, which designation shall take effect immediately on the date such notice is sent and shall remain in effect until but not including the next Determination Date. It is expressly understood that the Lenders and the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Maximum Credit Amount or otherwise, and that the Lenders’ commitments to advance funds hereunder are determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used for calculating unused fees under Section 2.5(c) and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 2.16.

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(c) Failure to Deliver Engineering Information. If the Borrower does not furnish all such information, reports, and data by the date specified in the first sentence of subsection (b) of this section, the Administrative Agent may nonetheless determine the Borrowing Base at any amount that the Required Lenders determine and may redetermine the Borrowing Base from time to time thereafter (provided that all of the Lenders must agree to any increase in the Borrowing Base) until each Lender receives all such information, reports, and data, whereupon the Required Lenders (or all of the Lenders, as applicable) shall designate a new Borrowing Base as described above.

(d) Special Borrowing Base Redeterminations. In addition to the redeterminations of the Borrowing Base pursuant to subsections (b) and (c) of this section, the Borrower and the Administrative Agent (or the Administrative Agent at the request of the Required Lenders) may each request additional determinations (“Special Determinations”) of the Borrowing Base from time to time; provided that no such Person may request more than one (1) Special Determination between Scheduled Determinations. In the event that the Administrative Agent (or the Administrative Agent at the request of the Required Lenders) requests such a Special Determination, the Administrative Agent shall promptly deliver notice of such request to the Borrower and the Borrower shall, within thirty (30) days following the date of such request, deliver to the Lenders an Engineering Report prepared by the Staff Engineers (or, at the Borrower’s option, by the Independent Engineers) and such other information that the Administrative Agent shall have reasonably requested. In the event the Borrower requests a Special Determination, the Borrower shall deliver written notice of such request to the Lenders that includes (i) an Engineering Report prepared by the Staff Engineers (or, at the Borrower’s option, by the Independent Engineers), (ii) the amount of the Borrowing Base requested by the Borrower and to become effective on the Determination Date applicable to such Special Determination, and (iii) such other information reasonably requested by the Administrative Agent. Upon receipt of such Engineering Report and other information, the Administrative Agent shall, subject to approval of the Required Lenders, or all of the Lenders in the event of a proposed increase in the Borrowing Base, redetermine the Borrowing Base in accordance with the procedure set forth in subsection (b) of this section, which Borrowing Base shall become effective on the Determination Date applicable to such Special Determination.

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Section 2.9. Letters of Credit. On the terms and subject to the conditions set forth herein, the Commitments may be used by the Borrower, in addition to the making of Loans hereunder, for the issuance, prior to the Maturity Date, (i) by BOKF of letters of credit, guarantees, or other agreements or arrangements (each, a “Support Agreement”) to induce an LC Issuer to issue or increase the amount of, or extend the expiry date of, one or more Letters of Credit and (ii) by any LC Issuer of one or more Letters of Credit (or for increasing the amount or extending the expiry date of one or more outstanding Letters of Credit), so long as, in each case:

(a) the Borrower shall have requested such issuance, increase, or extension in writing at least two (2) Business Days before the relevant date thereof and shall have delivered to the LC Issuer the documents required under Section 2.10;

(b) after giving effect to such issuance, increase, or extension, (i) the aggregate amount of the Letter of Credit Liabilities does not exceed the LC Sublimit and (ii) the Facility Usage does not exceed the lesser of the Aggregate Commitment and the Borrowing Base then in effect;

(c) the expiration date of such Letter of Credit is no later than the Letter of Credit Termination Date;

(d) such Letter of Credit is to be used for the lawful general business purposes of the Borrower or a Subsidiary of the Borrower that is a Guarantor;

(e) such Letter of Credit is not directly or indirectly used to assure payment of or otherwise support any Indebtedness of any Person other than Indebtedness of the Borrower or a Subsidiary of the Borrower that is a Guarantor;

(f) the issuance, increase, or extension of such Letter of Credit will be in compliance with all applicable governmental restrictions, policies, and guidelines and will not subject the LC Issuer to any cost that is not reimbursable under Article IX;

(g) the form and terms of such Letter of Credit are acceptable to the LC Issuer in its discretion; and

(h) all of the other conditions in this Agreement to the issuance, increase, or extension of such Letter of Credit have been satisfied (including the conditions set forth in Section 7.2).

The LC Issuer will honor any such request if the foregoing conditions (a) through (h) (the “LC Conditions”) have been met as of the date of issuance, increase, or extension of such Letter of Credit. The LC Issuer shall have no independent duty to ascertain whether the conditions set forth in Section 7.2 have been satisfied; provided, however, that the LC Issuer shall not issue, increase, or extend a Letter of Credit if, on or before the proposed date of issuance, increase, or extension, the LC Issuer shall have received notice from the Administrative Agent or the Required Lenders that any such condition has not been satisfied or waived. The LC Issuer may choose to honor any such request for any other Letter of Credit but has no obligation to do so and may refuse to issue, increase, or extend any other requested Letter of Credit for any reason that the LC Issuer in its discretion deems relevant. The provisions of this Agreement dealing with Letters of Credit have been agreed to only for the convenience of the parties if the LC Issuer does not ultimately choose to issue, increase, or extend any Letter of Credit for which the LC Conditions have not been satisfied. The LC Issuer shall have at all times the benefits and immunities (i) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the LC Issuer with respect to such acts or omissions and (ii) as additionally provided herein with respect to the LC Issuer.

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Section 2.10. Requesting Letters of Credit. The Borrower must make written application for any Letter of Credit at least two (2) Business Days before the date on which the Borrower desires for the LC Issuer to issue, increase, or extend such Letter of Credit. By making any such written application the Borrower shall be deemed to have represented and warranted that the LC Conditions described in Section 2.9 will be met as of the date of issuance, increase, or extension of such Letter of Credit. Each such written application for a Letter of Credit must be made in writing on the LC Issuer’s customary form, the terms and provisions of which are hereby incorporated herein by reference (or in such other form as may mutually be agreed upon by the LC Issuer and the Borrower). Promptly after the LC Conditions for a Letter of Credit have been met as described in Section 2.9 (or if the LC Issuer otherwise desires to issue such Letter of Credit), the LC Issuer will issue such Letter of Credit at the LC Issuer’s Lending Office. If any provisions of any LC Application conflict with any provisions of this Agreement, the provisions of this Agreement shall govern and control. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the LC Issuer. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the LC Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of its Subsidiaries.

Section 2.11. Letter of Credit Fees. The Borrower shall pay (a) to the Administrative Agent, for the account of each Lender in accordance with such Lender’s Pro Rata Share, a letter of credit fee at a per annum rate equal to the Letter of Credit Fee Rate (which rate shall be increased by 2.00% per annum during any period in which interest on the Loans accrues at the Default Rate), and (b) to the LC Issuer, for its own account, a letter of credit fronting fee at a per annum rate equal to 0.125% (but in no event less than $500 per annum); provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the LC Issuer pursuant to Section 2.19 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.19(a)(iv), with the balance of such fee, if any, payable to the LC Issuer for its own account. In addition, the Borrower agrees to pay promptly to the LC Issuer any other fees that it may charge in connection with any Letter of Credit. The letter of credit fee and the letter of credit fronting fee will be calculated on the undrawn face amount of each Letter of Credit outstanding on each day at the above-applicable rates and will be due and payable in arrears on the last day of each Fiscal Quarter prior to the Maturity Date and on the Maturity Date.

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Section 2.12. Reimbursement.

(a) Reimbursement by the Borrower. If either (i) BOKF shall make a payment to any other LC Issuer pursuant to a Support Agreement or (ii) any LC Issuer shall honor any draw request under, and make payment in respect of, a Letter of Credit, (A) the Borrower shall reimburse BOKF or such LC Issuer, as applicable, for the amount of such payment no later than 3:30 p.m. on the date of such payment, if the Borrower shall have received notice of such payment prior to 12:00 p.m. on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:30 p.m. on (1) the Business Day that the Borrower receives such notice, if such notice is received prior to 12:00 p.m. on the day of receipt or (2) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt, and (B) the Borrower shall (subject, for the avoidance of doubt, to the conditions to Borrowings set forth herein) be deemed to have immediately requested that the Lenders make Base Rate Loans in a principal amount equal to the amount of such payment (but solely to the extent that the Borrower shall have failed to directly reimburse BOKF or such LC Issuer, as applicable, for the amount of such payment) in accordance with their Pro Rata Shares. If any amount required to be paid by the Borrower pursuant to this subsection is so paid within one (1) Business Day after the date such payment is due, the payee shall in addition to such amount be entitled to recover from the Borrower, on demand, interest thereon calculated from such due date at the Adjusted Base Rate. If any amount required to be paid by the Borrower pursuant to this subsection is not so paid within one (1) Business Day after the date such payment is due, the payee shall in addition to such amount be entitled to recover from the Borrower, on demand, interest thereon calculated from such due date at the Default Rate for Base Rate Loans.

(b) Participation by the Lenders. The LC Issuer irrevocably agrees to grant and hereby grants to each Lender, and, to induce the LC Issuer to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the LC Issuer, on the terms and conditions hereinafter stated and for such Lender’s own account and risk, an undivided interest equal to such Lender’s Pro Rata Share of the LC Issuer’s obligations and rights under each Letter of Credit issued hereunder and the amount of Letter of Credit Liabilities paid by the LC Issuer thereunder. Each Lender unconditionally and irrevocably agrees with the LC Issuer that, if any Letter of Credit Liabilities are paid under any Letter of Credit for which the LC Issuer is not reimbursed in full by the Borrower in accordance with the terms of this Agreement and the related LC Application (including any reimbursement by means of concurrent Loans or by the application of Cash Collateral), such Lender shall (in all circumstances and without set-off or counterclaim) pay to the LC Issuer on demand (and the Administrative Agent may apply Cash Collateral provided for this purpose), in immediately available funds at the LC Issuer’s address for notices hereunder, such Lender’s Pro Rata Share of Letter of Credit Liabilities (or any portion thereof that has not been reimbursed by the Borrower). Each Lender’s obligation to pay the LC Issuer pursuant to the terms of this subsection is irrevocable and unconditional. If any amount required to be paid by any Lender to the LC Issuer pursuant to this subsection is paid by such Lender to the LC Issuer within three (3) Business Days after the date such payment is due, the LC Issuer shall in addition to such amount be entitled to recover from such Lender, on demand, interest thereon calculated from such due date at the Federal Funds Rate. If any amount required to be paid by any Lender to the LC Issuer pursuant to this subsection is not paid by such Lender to the LC Issuer within three (3) Business Days after the date such payment is due, the LC Issuer shall in addition to such amount be entitled to recover from such Lender, on demand, interest thereon calculated from such due date at the Default Rate for Base Rate Loans.

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(c) Distributions to Participants. Whenever the LC Issuer has in accordance with this section received from any Lender payment of such Lender’s Pro Rata Share of any Letter of Credit Liabilities, if the LC Issuer thereafter receives any payment of Letter of Credit Liabilities or any payment of interest thereon (whether directly from the Borrower or by application of Cash Collateral or otherwise, and excluding only interest for any period prior to the LC Issuer’s demand that such Lender make such payment of its Pro Rata Share), the LC Issuer will distribute to such Lender its Pro Rata Share of the amounts so received by the LC Issuer; provided, however, that if any such payment received by the LC Issuer must thereafter be returned by the LC Issuer, such Lender shall return to the LC Issuer the portion thereof that the LC Issuer has previously distributed to it.

(d) Calculations. A written advice setting forth in reasonable detail the amounts owing under this section, submitted by the LC Issuer to the Borrower or any Lender from time to time, shall be conclusive, absent manifest error, as to the amounts thereof.

Section 2.13. Reimbursement and Other Payments by the Borrower. The obligations of the Borrower to reimburse BOKF and/or any other LC Issuer pursuant to Section 2.12 shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:

(a) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit or any related document;

(b) the existence of any claim, set-off, defense, or other right that any Restricted Person may have at any time against the beneficiary of any Letter of Credit, the LC Issuer (including any claim for improper payment), the Administrative Agent, or any other Person, whether in connection with any Loan Document or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(c) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(d) any affiliation between the LC Issuer and any Lender; or

(e) to the extent permitted under applicable Law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 2.14. Cash Collateral.

(a) Deposit Obligations of the Borrower. If (i) any Letters of Credit are outstanding at the time that (A) the Borrower is required to repay the Obligations pursuant to Section 2.7(a) or Section 2.7(b) and, after the making of such repayment, the Facility Usage exceeds the Aggregate Commitment or the Borrowing Base, as applicable, (B) the Commitments are terminated, or (C) any Obligation is accelerated, or (ii) upon the request of the Administrative Agent, the LC Issuer has honored any full or partial drawing request under any Letter of Credit and the amount of such drawing, and all other amounts due and owing to the LC Issuer in connection with such drawing, have not been repaid to the LC Issuer or if, as of the Letter of Credit Termination Date, any Letter of Credit Liabilities for any reason remain outstanding, the Borrower shall (A) deposit with the Administrative Agent cash (“Cash Collateral”) in an amount equal to 105% of the aggregate outstanding Letter of Credit Liabilities (or, with respect to clause (i)(A) of this section, in an amount equal to such excess) to be available to the LC Issuer to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (B) prepay the fee payable under Section 2.11 with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. Upon termination of any such Letter of Credit and provided no Default or Borrowing Base Deficiency then exists, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower, together with the deposit described in the preceding clause (A) attributable to such Letter of Credit, but only to the extent not previously applied by the Administrative Agent or the LC Issuer in the manner described herein.

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(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Secured Parties, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(a).

Section 2.15. Payments to the Lenders; General Procedures. The Borrower will make each payment that it owes under the Loan Documents to the Administrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States, without set-off, deduction, or counterclaim, and in immediately available funds. Each such payment must be received by the Administrative Agent no later than 11:00 a.m. on the date such payment becomes due and payable (unless provided otherwise under this Agreement). Any payment received by the Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for the Administrative Agent on the Lenders Schedule. When the Administrative Agent collects or receives money on account of the Obligations, the Administrative Agent shall apply all money so collected or received, as follows (except as otherwise provided in Section 8.3):

(a) first, for the payment of all Obligations that are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to the Administrative Agent under Section 4.9, Section 10.14, or ARTICLE IX - and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as the Administrative Agent shall otherwise determine, in its discretion);

(b) then, for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and

(c) last, for the payment or prepayment of any other Obligations.

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All payments applied to principal or interest shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

Section 2.16. SOFR Provisions; Changed Circumstances.

(a) Circumstances Affecting SOFR Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a continuation thereof or otherwise, if for any reason the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes such notice and (ii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.16(e) and/or Section 9.2(b).

(b) Laws Affecting SOFR Availability. If, after the Closing Date, the introduction of, or any change in, any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until each such affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans, to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day and (B) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay any additional amounts required pursuant to Section 2.16(e) and/or Section 9.2(b).

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(c) Benchmark Replacement Setting.

(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5^th) Business Day after the Administrative Agent has posted such proposed amendment to all of the Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.16(c)(i) will occur prior to the applicable Benchmark Transition Start Date.

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.16(c)(iv). Any determination, decision, or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.16(c), including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non- occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16(c), and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

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(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant, or non- aligned tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to, or continuation of SOFR Loans to be made, converted, or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(d) Illegality. If, in any applicable jurisdiction, the Administrative Agent, any LC Issuer, or any Lender determines that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, any LC Issuer, or any Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan, or (iii) issue, make, maintain, fund, or charge interest or fees with respect to any Loan or Letter of Credit, such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Borrower, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund, or charge interest or fees with respect to any such Loan or Letter of Credit shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Restricted Persons shall (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan, or on another applicable date with respect to another Obligation, occurring after the Administrative Agent has notified the Borrower or, in each case, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

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(e) Compensation for Losses. In the event of (i) the payment of any principal of any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (iii) the failure to borrow, convert, continue, or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (iv) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20(b), then, in any such event, the Borrower shall compensate each Lender for any loss, cost, and expense attributable to such event, including any loss, cost, or expense arising from the liquidation or redeployment of funds.

(f) Increased Costs. If, after the Closing Date, any Change in Law: (i) shall impose, increase, modify, or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System, or any successor thereto), assessment, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loans, any of its Notes (if any), or its obligation to make Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) any Lender of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by any Lender under this Agreement or under any of its Notes (if any) with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Borrower shall promptly pay to the Administrative Agent (for the account for such Lender) such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day that is 270 days prior to the date on which such Lender first made demand therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof).

(g) Capital Requirements. If any Lender or the LC Issuer determines that any Change in Law affecting such Lender or the LC Issuer or any lending office of such Lender or such Lender’s or the LC Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the LC Issuer’s capital or on the capital of such Lender’s or the LC Issuer’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender, or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the LC Issuer, to a level below that which such Lender or the LC Issuer or such Lender’s or the LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the LC Issuer’s policies and the policies of such Lender’s or the LC Issuer’s holding company with respect to capital adequacy), then upon demand by such Lender or the LC Issuer (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Borrower shall promptly pay to the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or such Lender’s or the LC Issuer’s holding company for any such reduction suffered, so long as such amount or amounts have accrued on or after the day that is 270 days prior to the date on which such Lender or the LC Issuer first made demand therefor (except that, if the Change in Law giving rise to such reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof).

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(h) Certificates for Reimbursement. A certificate of a Lender or the LC Issuer setting forth the amount or amounts necessary to compensate such Lender or LC Issuer or its holding company, as the case may be, as specified in Section 2.16(e), Section 2.16(f), or Section 2.16(g) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 2.17. Taxes.

(a) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any LC Issuer and the term “applicable Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law, and (ii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (b) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.4(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Restricted Person to a Governmental Authority pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(g)(ii)(A), (ii)(B) and (ii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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(ii) Without limiting the generality of the foregoing:

(A) Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax.

(B) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II) executed originals of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable;

(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; or

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(V) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(C) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or Section 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. In addition, each Lender shall indemnify the Administrative Agent and the Borrower for any withholding Tax or other penalties imposed in connection with any “withholdable payment,” as defined in Section 1473 of the Internal Revenue Code, made to a Foreign Lender that has failed to comply with the reporting requirements or otherwise qualify for an exemption under FATCA.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, and the repayment, satisfaction, or discharge of all of the obligations under any Loan Document.

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Section 2.18. Obligations of the Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit, and to make payments pursuant to Section 9.3 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation, or to make any payment under Section 9.3 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation, or to make its payment under Section 9.3.

Section 2.19. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver, or consent with respect to this Agreement shall be restricted as set forth in Section 11.1 and the definition of Required Lenders.

(ii) Reallocation of Payments. Any payment of principal, interest, fees, or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, pursuant to Article VIII, at maturity, or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the LC Issuer hereunder; third, if so determined by the Administrative Agent or requested by the LC Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non- interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the LC Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Liabilities were made at a time when the conditions set forth in Section 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all of the non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.19(a)(iv). Any payments, prepayments, or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to deposit cash pursuant to this Section 2.19 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii) Certain Fees. That Defaulting Lender (1) shall not be entitled to receive any unused fee pursuant to Section 2.5(c) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (2) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.11.

(iv) Reallocation of Pro Rata Shares to Reduce Fronting Exposure. All or any part of that Defaulting Lender’s participation in Letter of Credit Liabilities shall be reallocated among the Lenders (other than Defaulting Lenders, the “non-Defaulting Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to that Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 7.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount of the Loans and participations in Letter of Credit Liabilities of any non-Defaulting Lender to exceed the lesser of (1) such non-Defaulting Lender’s Commitment and (2) such non-Defaulting Lender’s Pro Rata Share of the Borrowing Base (calculated without giving effect to any reallocations pursuant to this clause (iv)). Subject to Section 11.13, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that the Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral for Fronting Exposure. If the reallocation described in Section 2.19(a)(iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Law, Cash Collateralize that Defaulting Lender’s participation in Letter of Credit Liabilities (after giving effect to any partial reallocation pursuant to Section 2.19(a)(iv)) in accordance with the procedures set forth in Section 2.14.

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(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, and the LC Issuer agree in writing in their discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which conditions may include arrangements with respect to any Cash Collateral), that such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.19(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Letters of Credit. Notwithstanding anything to the contrary contained herein, so long as any Lender is a Defaulting Lender, the LC Issuer shall not be required to issue, extend, renew, or increase any Letter of Credit unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower in accordance with Section 2.19(a)(v), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(a)(iv) (and any Defaulting Lender shall not participate therein).

Section 2.20. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.16(f) or Section 2.16(g), or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches, or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16(f), Section 2.16(g), or Section 2.17, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 2.16(f) or Section 2.16(g), or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office to alleviate the need for such compensation, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.16(f), Section 2.16(g), or Section 2.17), and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.4;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and its Pro Rata Share of the Letter of Credit Liabilities, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.16(e)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16(f) or Section 2.16(g) or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Law; and

(v) in the case of any assignment resulting from any Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver, or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, any Lender (other than any Defaulting Lender) being replaced pursuant to this subsection (b) shall not be required to make any such assignment and delegation if such Lender (or its Affiliate) is a Lender Counterparty, unless on or prior thereto, all of such Lender’s (or its Affiliate’s) Hedging Contracts with any Restricted Person have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Section 2.21. Payments by the Borrower; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the LC Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the LC Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the LC Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the LC Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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ARTICLE III - Representations and Warranties

The Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

Section 3.1. No Default. No Credit Party is in default (a) in the performance of any of its covenants and agreements contained in any Loan Document or (b) under or with respect to any of its other contractual obligations in any respect that could reasonably be expected to cause a Material Adverse Change. No Default or Event of Default has occurred and is continuing.

Section 3.2. Existence; Compliance with Law. Each Credit Party (a) is duly organized or formed, as applicable, validly existing, and (if relevant) in good standing under the Laws of the jurisdiction of its organization, incorporation, or formation, as the case may be, (b) has the limited liability company, partnership, corporate, or other legal entity power and authority and the legal right to own and operate its property and assets, including its Oil and Gas Properties, to lease the property and assets it leases and causes to be operated as lessee, and to conduct the business in which it is currently engaged under the Governmental Requirements of each jurisdiction in which it owns, leases, and/or operates its property or assets, (c) is duly qualified as a foreign limited liability company, partnership, corporation, or other legal entity and (if relevant) in good standing under the Laws of each jurisdiction where its ownership, lease, or operation of property or assets or the conduct of its business requires such qualification, (d) is in compliance with its Organizational Documents, and (e) is in compliance with all Governmental Requirements, except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change.

Section 3.3. Entity Power; Authorization; Due Execution. Each Credit Party has the power and authority, and the legal right, to execute, deliver, and perform its obligations under the Loan Documents to which it is a party and has duly taken all necessary action to authorize the execution and delivery by it of the Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. The Borrower is duly authorized to borrow funds hereunder. Each Credit Party has duly executed and delivered each Loan Document to which it is a party.

Section 3.4. No Conflicts or Consents. The execution and delivery by the Credit Parties of the Loan Documents to which each is a party, the performance by each of its obligations under such Loan Documents, including the borrowings hereunder and the use of proceeds thereof, and the consummation of the transactions contemplated by the Loan Documents do not and will not (a) in any material respect conflict with, violate, or result in a breach of any provision of (i) any Governmental Requirement, (ii) the Organizational Documents of any Credit Party, or (iii) any agreement, mortgage, indenture, instrument, document, contract, judgment, license, order, permit, or other obligation applicable to or binding upon any Credit Party or affecting any of the Collateral, (b) result in the acceleration of any Indebtedness owed by any Credit Party, or (c) result in or require the creation or imposition of any Lien upon any assets, properties, or revenues of any Credit Party, except as expressly contemplated or permitted in the Loan Documents. Except (i) as expressly contemplated in the Loan Documents and (ii) such as have been obtained or made and are in full force and effect, no permit, consent, approval, authorization, or order of, and no notice to or filing with, or other act by or in respect of, any Governmental Authority or any other Person is required on the part of or in respect of a Credit Party in connection with the borrowings hereunder or the execution, delivery, or performance by any Credit Party of any Loan Document or to consummate any transactions contemplated by the Loan Documents.

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Section 3.5. Enforceable Obligations.

(a) This Agreement is, and the other Loan Documents when duly executed and delivered will be, legal, valid, and binding obligations of each Credit Party that is a party hereto or thereto, enforceable against such Credit Party in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding, and enforceable Lien on the Oil and Gas Properties described therein and the proceeds and products thereof, and when the Mortgages are filed in the designated recording offices, each Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title, and interest of such Credit Party in the Oil and Gas Properties described therein and the proceeds and products thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (other than Permitted Liens).

Section 3.6. Financial Statements.

(a) The Credit Parties have heretofore delivered to each Lender true, correct, and complete copies of the Initial Financial Statements. All of the financial statements, information, and materials of the Credit Parties heretofore delivered to any Lender fairly present the Borrower’s Consolidated financial position (including its assets and liabilities) as of the date or dates thereof and the Consolidated results of the Borrower’s operations and the Borrower’s Consolidated cash flows for the period or periods thereof. All of the financial statements, information, and materials of the Credit Parties heretofore delivered to any Lender, other than pro forma financial statements, were prepared in accordance with IFRS. All of the financial statements that are pro forma financial statements were prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Closing Date, the Credit Parties have no material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any long-term leases (other than oil, gas and/or mineral leases) or unusual forward or long-term commitments, that are not reflected in the Initial Financial Statements or in other written information provided by the Borrower to the Lenders prior to the Closing Date, other than the Obligations. As of the date of the most recent financial statements delivered pursuant to Section 4.2, the Credit Parties have no material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any long-term leases (other than oil, gas and/or mineral leases) or unusual forward or long-term commitments, that are not reflected therein.

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(b) Since December 31, 2021, there has been no development or event that has caused or could reasonably be expected to cause a Material Adverse Change.

Section 3.7. Other Obligations and Restrictions. No Restricted Person has any outstanding Liabilities of any kind (including contingent obligations, tax assessments, and unusual forward or long-term commitments) that are, in the aggregate, material to the Borrower or material with respect to the Borrower’s Consolidated financial condition and not disclosed in the Initial Financial Statements or Section 3.7 of the Disclosure Schedule or otherwise permitted under Section 5.1. Except as disclosed in the Initial Financial Statements or in Section 3.7 of the Disclosure Schedule, no Restricted Person is subject to or restricted by any franchise, contract, deed, charter restriction, or other instrument, restriction, or obligation that could reasonably be expected to cause a Material Adverse Change. No performance of a contractual or other obligation by any Restricted Person, either unconditionally or upon the happening of an event, would result in the creation or imposition of a Lien (other than Permitted Liens) on the property, assets, or revenues of any Restricted Person.

Section 3.8. Full Disclosure. No certificate, report, statement, or other information delivered by any Credit Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement, in connection with any transaction contemplated hereby, or otherwise from time to time delivered hereunder contains any untrue statement of a material fact or omits to state any material fact known to any Credit Party (other than industry-wide risks normally associated with the types of businesses conducted by the Credit Parties) necessary to make the statements contained herein or therein not misleading as of the date made or deemed made; provided that to the extent any such certificate, report, statement, or other information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or other information. There is no fact known to any Credit Party (other than industry-wide risks normally associated with the types of businesses conducted by the Credit Parties) that has not been disclosed to the Administrative Agent and each Lender in writing that could reasonably be expected to cause a Material Adverse Change. There are no statements or conclusions in any Engineering Report that are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that each Engineering Report is necessarily based upon professional opinions, estimates, and projections and that the Borrower does not warrant that such opinions, estimates, and projections will ultimately prove to have been accurate. To the Borrower’s knowledge, (a) each Engineering Report was prepared in good faith and with due care, and the assumptions stated therein or used in the preparation thereof are reasonable, (b) all of the information furnished by the Restricted Persons to the petroleum engineers for use in the preparation of each Engineering Report was true, correct, and complete in all material respects when furnished, and (c) there has been no decrease in the amount of the estimated proved reserves shown in any Engineering Report since the date thereof, except for changes which have occurred as a result of production in the ordinary course of business. The Borrower has delivered true, correct, and complete copies of the Initial Engineering Report to the Administrative Agent.

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Section 3.9. Litigation; Adverse Circumstances.

(a) Except as disclosed in Section 3.9 of the Disclosure Schedule: (i) there are no actions, suits, investigations or legal, equitable, arbitrative, or administrative proceedings pending, or, to any Credit Party’s knowledge, threatened, against any Credit Party or affecting any Collateral before any arbitrator, mediator, or Governmental Authority (A) with respect to any of the Loan Documents or any of the transactions contemplated thereby or (B) that could reasonably be expected cause a Material Adverse Change; and (ii) there are no outstanding judgments, injunctions, writs, rulings, or orders by any such arbitrator, mediator, or Governmental Authority against any Credit Party or any Credit Party’s stockholders, partners, members, directors, or officers or affecting any Collateral or any of its material assets or property that could reasonably be expected to cause a Material Adverse Change. None of the actions, suits, investigations or legal, equitable, arbitrative or administrative proceedings described in Section 3.9 of the Disclosure Schedule, if any, if adversely decided, will cause a Material Adverse Change.

(b) Neither the business nor any property or asset of any Credit Party is presently affected by any fire, explosion, accident, strike, lockout, or other dispute, embargo, act of God, act of public enemy or terrorism, or similar event or circumstance, nor has any other event or circumstance relating to any Credit Party’s business, affairs, properties or assets occurred, any of which could reasonably be expected to cause a Material Adverse Change.

Section 3.10. ERISA Plans and Liabilities. All of the currently existing ERISA Plans are listed in Section 3.10 of the Disclosure Schedule. Except as disclosed in Section 3.10 of the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan, and no event or circumstance has occurred or exists that could reasonably be expected to constitute or result in a Termination Event. All ERISA Affiliates are in compliance in all material respects with ERISA, the Internal Revenue Code, and other applicable Laws with respect to each Plan. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan or any ERISA Plan subject to Section 4064 of ERISA. There are no pending or, to the best knowledge of the Borrower, threatened, claims, actions, or lawsuits with respect to any Plan that could reasonably be expected to cause a Material Adverse Change, and there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has caused or could reasonably be expected to cause a Material Adverse Change. Except as set forth in Section 3.10 of the Disclosure Schedule: (a) the current value of each ERISA Plan’s benefits does not exceed the current value of such ERISA Plan’s assets available for the payment of such benefits by more than the Threshold Amount; (b) neither the Borrower nor any other ERISA Affiliate is obligated to provide benefits to any retired employees (or their dependents) under any employee welfare benefits plan (as defined in Section 3(1) of ERISA) other than as required by applicable Law; and (c) neither the Borrower nor any other ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.

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Section 3.11. Environmental Laws. Except for such matters that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change, to the Borrower’s knowledge, after due inquiry, the conduct of each Restricted Person’s business operations and the condition of each Restricted Person’s properties or assets owned, operated, or managed by such Restricted Person do not, and the condition of each Restricted Person’s properties or assets which are operated or managed by others (including any operator of its Oil and Gas Properties) does not, violate any Environmental Law or any other Governmental Requirement relating primarily to the environment, Hazardous Materials, or health and safety. No Restricted Person has received notice of, nor is there presently existing, any judicial, administrative, arbitral, or other proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law or any environmental permit to which any Restricted Person is, or to the Borrower’s knowledge, will be, named as a party that is pending or, to the Borrower’s knowledge, threatened. No Restricted Person has received any written request for information, or been notified that any Restricted Person is a potentially responsible party, under or relating to any Environmental Law, or with respect to any Hazardous Materials or matters of environmental concern. No Restricted Person has entered into or agreed to any consent decree, order, or settlement or other agreement or undertaking, and no Restricted Person is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law or any other Governmental Requirement relating primarily to the environment or Hazardous Materials. No Restricted Person has assumed or retained, by contract, operation of law, or otherwise, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Hazardous Materials or matters of environmental concern. Each Restricted Person has made available to the Administrative Agent copies of all of the significant reports, correspondence, and other documents in its possession, custody, or control regarding compliance by such Restricted Person or any operator of its Oil and Gas Properties with or potential liability of such Restricted Person or any such operator under Environmental Laws or environmental permits.

Section 3.12. Names and Places of Business. No Credit Party has, during the five (5) years preceding the Closing Date, been known by, or used any other trade or fictitious name, except as disclosed in Section 3.12 of the Disclosure Schedule or been organized in a jurisdiction other than its jurisdiction of organization as of the Closing Date.

Section 3.13. Subsidiaries. The Parent does not have any Subsidiaries except those listed in Section 3.13 of the Disclosure Schedule (or, in respect of any Subsidiaries acquired, created, or formed after the Closing Date, those disclosed to the Administrative Agent after the Closing Date in writing, which disclosure shall be deemed a supplement to Section 3.13 of the Disclosure Schedule). No Credit Party owns any Equity in any Person except those Persons listed in Section 3.13 of the Disclosure Schedule (or, in respect of any Equity purchased or otherwise acquired after the Closing Date, those Persons disclosed to the Administrative Agent after the Closing Date in writing, which disclosure shall be deemed a supplement to Section 3.13 of the Disclosure Schedule). The Parent owns, directly or indirectly, the Equity in each Subsidiary of the Parent that is indicated in Section 3.13 of the Disclosure Schedule, as supplemented by disclosures made to the Administrative Agent after the Closing Date in writing in accordance with the terms hereof. No Restricted Person has any Foreign Subsidiaries. The Parent owns no properties (whether real or personal) or assets of any kind in the United States other than Equity in Holding and assets related thereto, and Holding owns no properties (whether real or personal) or assets of any kind other than Equity in the Borrower and assets related thereto.

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Section 3.14. Margin Regulations; Investment Company Act; Patriot Act.

(a) No part of the proceeds of any Loan will be used for buying or “carrying” any “margin stock” (as such terms are defined in Regulation U) or for any purpose that violates the provisions of any Governmental Authority. If reasonably requested by the Administrative Agent, each Credit Party will furnish to the Administrative Agent a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

(b) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under any Governmental Requirement that limits its ability to incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

(c) Each Credit Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any

(i) Governmental Authority’s officials or employees, (ii) political party, (iii) official of any political party, (iv) candidate for political office, or (v) other Person acting in an official capacity, in each case, in order to obtain, retain, or direct business, or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 3.15. Solvency; Compliance with Financial Covenants. After giving effect to the making of each Loan hereunder and each issuance or extension of any Letter of Credit, the execution and delivery of the Loan Documents by the Borrower and each Guarantor, and the consummation of the transactions contemplated hereby and thereby, no Credit Party will be Insolvent. The Borrower is, and after giving effect to the incurrence of all of the Indebtedness and Obligations being incurred in connection herewith will be and will continue to be, in compliance with each of the financial covenants set forth in Article VI.

Section 3.16. Title to Properties; Licenses. Each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Oil and Gas Properties covered by the most recently delivered Engineering Report (except to or in any Oil and Gas Properties disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report) and (b) good and defensible title to, or valid leasehold interests in, licenses of, or rights to use, all of the other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, in each case free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any Oil and Gas Properties to which no Proved Reserves are attributed. Except for changes that arise pursuant to non-consent provisions of operating or unit agreements or other agreements (if any) described in any Security Document: (x) each Restricted Person owns the net interests in production attributable to the wells and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and (y) the ownership of such properties does not in the aggregate in any material respect obligate such Restricted Person to bear the costs and expenses relating to the drilling, development, and operations of such properties in an amount materially in excess of the working interest of such properties set forth in the most recently delivered Engineering Report that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property. Each Engineering Report at any time delivered pursuant to Section 4.2 correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report as of the date of such report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated in the aggregate in any material respect, at any time during the production life of the Oil and Gas Properties, to bear any percentage share of the costs and expenses relating to the drilling, development, and production of such Proved Reserves materially in excess of such working interests that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property, and (subject to the Loan Documents) each Restricted Person is entitled, at any time during the production life of the Oil and Gas Properties, to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interests. Upon the delivery of each Engineering Report pursuant to Section 4.2, the statements made in the preceding sentences of this section shall be true and correct with respect to such Engineering Report.

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Section 3.17. Use of Proceeds and Letters of Credit. All of the Letters of Credit that have been issued, and all of the proceeds of the Loans that have been made, have been used and hereafter will be used in compliance with Section 2.4. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not, directly or indirectly, use, and shall ensure that the other Restricted Persons and its or their respective directors, managers, officers, employees, and agents shall not, directly or indirectly, use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing, or facilitating any activities, business, or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business, or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 3.18. Leases and Contracts; Performance of Obligations. The leases, contracts, servitudes, and other agreements forming a part of the Oil and Gas Properties of the Restricted Persons covered by the most recently delivered Engineering Report are in full force and effect (except those disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report). All of the rents, royalties, and other payments due and payable under such leases, contracts, servitudes, and other agreements, or under any Permitted Liens, or otherwise attendant to the ownership or operation of any Oil and Gas Properties covered by the most recently delivered Engineering Report, have been properly and timely paid (other than royalty payments suspended in the ordinary course of business); provided that, to the extent that this representation and warranty applies, involves or otherwise relates to Non-Operated Properties, such representation and warranty will be deemed qualified to the Borrower’s knowledge. No Restricted Person is in default with respect to its obligations (and no Restricted Person is aware of any default by any third party with respect to such third party’s obligations) under any such leases, contracts, servitudes, and other agreements, or under any Permitted Liens, or otherwise attendant to the ownership or operation of any part of the Oil and Gas Properties covered by the most recently delivered Engineering Report, where such default could adversely affect the ownership or operation of such Oil and Gas Properties. No Restricted Person is currently accounting for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Restricted Person than proceeds received by such Restricted Person (calculated at the well or as otherwise required by the applicable oil, gas and or mineral lease) from sale of production, and no Restricted Person has any liability (or alleged liability) to account for the same on any such less favorable basis.

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Section 3.19. Marketing Arrangements. Except as set forth in Section 3.19 of the Disclosure Schedule, no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any contractual or other arrangement (a) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of sixty (60) days, and in the case of gas, not in excess of ninety (90) days) or (b) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfers, or other similar writings, instruments, or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements, and other agreements relating to the marketing of production that are listed in Section 3.19 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recently delivered Engineering Report to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing, or transportation of production (or otherwise related to the marketing of production) that cannot be canceled by such Restricted Person on one hundred twenty (120) days’ (or less) notice or that does not provide for the prices to be paid for such production to float with the market at least as often as monthly, and (ii) all of the contractual or other arrangements for the sale, processing, or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on the best terms reasonably available with third parties not affiliated with the Restricted Persons. Each Restricted Person is presently receiving a price for the production from (or attributable to) each Oil and Gas Property covered by the most recently delivered Engineering Report that is subject to a production sales contract or marketing contract that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from any such Oil and Gas Property curtailed materially below such property’s delivery capacity, except for curtailments caused (1) by an act or event of force majeure not reasonably within the control of and not caused by the fault or negligence of a Restricted Person and which by the exercise of reasonable diligence such Restricted Person is unable to prevent or overcome or (2) by routine maintenance requirements in the ordinary course of business.

Section 3.20. Right to Receive Payment for Future Production. Except as set forth in Section 3.20 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any Hydrocarbons produced or to be produced from any Oil and Gas Properties covered by the most recently delivered Engineering Report. Except as set forth in Section 3.20 of the Disclosure Schedule, no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any “take or pay,” gas imbalance, or other similar arrangement (a) as a result of which Hydrocarbons produced from such Oil and Gas Property may be required to be delivered to one or more third parties without current payment (or without full payment) therefor or (b) that is determined in whole or in part by reference to the production or transportation of Hydrocarbons from other properties. Except as set forth in Section 3.20 of the Disclosure Schedule, there is no Oil and Gas Property covered by the most recently delivered Engineering Report with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the Closing Date, taken materially more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take, and Section 3.20 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Since the Closing Date, no material changes have occurred in such overproduction or underproduction except those that have been reported as required pursuant to Section 4.2. No Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any regulatory refund obligation and, to the best of each Restricted Person’s knowledge, no facts exist that might cause the same to be imposed.

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Section 3.21. Operation of Borrowing Base Properties. The Oil and Gas Properties covered by the most recently delivered Engineering Report (and all of the properties unitized therewith) are being (and, to the extent the same could adversely affect the ownership or operation of the Oil and Gas Properties covered by the most recently delivered Engineering Report after the Closing Date, have in the past been) maintained, operated, and developed in a good and workmanlike manner, in accordance with prudent industry standards and in conformity with all Governmental Requirements and in conformity with all oil, gas, or other mineral leases and other contracts and agreements forming a part of the Oil and Gas Properties covered by the most recently delivered Engineering Report and in conformity with the Permitted Liens. No Oil and Gas Property covered by the most recently delivered Engineering Report is subject to having allowable production reduced after the Closing Date below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) prior to the Closing Date. All of the oil and gas wells located on the Oil and Gas Properties covered by the most recently delivered Engineering Report (or properties unitized therewith) have been drilled and completed within the boundaries of the applicable Oil and Gas Properties or within limits otherwise permitted by a valid and enforceable pooling, unit, or other agreement or contract or by applicable Law, and none of such oil and gas wells is deviated from the vertical or horizontal, as applicable, more than the maximum permitted by Governmental Requirements. There are no dry holes, or otherwise inactive wells, located on the Oil and Gas Properties covered by the most recently delivered Engineering Report or on lands pooled or unitized therewith, except for wells that have been properly plugged and abandoned. Each Restricted Person has all licenses, permits, consents, approvals, franchises and intellectual property (or otherwise possesses the right to use such intellectual property without the violation of the rights of any other Person) necessary or appropriate to own and operate (or cause the operator to operate) its Oil and Gas Properties covered by the most recently delivered Engineering Report, except for those licenses, permits, consents, approvals, franchises and intellectual property the failure of which to possess could not reasonably be expected to cause a Material Adverse Change. No Restricted Person is in violation in any material respect of the terms under which it possesses, or possesses the right to use, any such licenses, permits, consents, approvals, franchises and intellectual property. To the Borrower’s knowledge, each Person (including each operator of the Oil and Gas Properties) has all necessary permits, licenses, consents and approvals and is in compliance in all material respects with the terms and conditions of all such permits, licenses, consents and approvals, as well as with all other underlying contracts, documents and agreements (including the operating agreement between any Restricted Person and any operator of its Oil and Gas Properties). To the extent that the representations and warranties in this Section 3.21 apply, involve or otherwise relate to Non-Operated Properties, such representations and warranties shall be deemed qualified to the Borrower’s knowledge.

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Section 3.22. Taxes. Each Credit Party has timely filed, or caused to be timely filed, all federal, state, and other tax returns, reports, and statements (collectively, “Tax Returns”) that are required to be filed by such Credit Party with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed. All such Tax Returns are true and correct in all material respects, and each Credit Party has timely paid, prior to the date on which any fine, penalty, interest, late charge, or loss may be added thereto for non-payment thereof, all of the Taxes shown to be due and payable on said Tax Returns or on any assessments made against such Credit Party or any of such Credit Party’s properties or assets, and all of the other Taxes, fees, or other charges imposed on such Credit Party or any of such Credit Party properties or assets by or otherwise due and payable to any Governmental Authority (other than any for which the amount or validity of which are currently being contested in good faith by appropriate proceedings, if necessary, and for which adequate reserves have been set aside in accordance with IFRS). No tax Lien has been filed against the property or assets of any Credit Party, and, to the Borrower’s knowledge, no claim is being asserted with respect to any such Tax, fee, or other charge. No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Credit Party, if and to the extent any such withholdings are so required, for all periods in full and complete compliance with the tax, social security, health care, and unemployment withholding provisions of applicable Governmental Requirements, and such withholdings, if any, have been timely paid to the respective Governmental Authorities. No Credit Party (a) intends to treat the Loans or any other transaction contemplated hereby as being a “reportable transaction” (within the meaning of Treasury Regulation 1.6011-4) and (b) is aware of any facts or events that would result in such treatment. Without limiting the generality of the foregoing, each Credit Party has paid and discharged all ad valorem Taxes that are payable and have been assessed against its properties or any part thereof and all production, severance, and other Taxes that are payable and have been assessed against, or measured by, the production or the value, or proceeds, of the production therefrom.

Section 3.23. Swap Agreements.

(a) Section 3.23 of the Disclosure Schedule, as of the Closing Date or as of the date otherwise set forth therein, and after the Closing Date, each report required to be delivered by the Borrower pursuant to Section 4.2(d), sets forth a true and complete list of all of the Hedging Contracts of the Restricted Persons, the material terms thereof (including the type, term, effective date, termination date, and notional amounts or volumes), the estimated net mark-to-market value thereof, and the counterparty to each such Hedging Contract. The Borrower is a Qualified ECP Guarantor.

(b) The rate, asset, liability, or other notional item underlying any Specified Swap Agreement regarding an interest or monetary rate, or foreign exchange swap, entered into or executed in connection with this Agreement is, or is directly related to, a financial term hereof.

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(c) The aggregate notional amount of all of the Swap Agreements entered into or executed by the Borrower in connection with the financial terms of this Agreement, whether entered into or executed with the Borrower or any other individual or entity, will not at any time exceed the aggregate principal amount outstanding hereunder, as such amounts may be determined or calculated contemporaneously from time to time during and throughout the term of this Agreement.

(d) Each Swap Agreement entered into or executed in connection with the financial terms of this Agreement has been or will be entered into no earlier than 90 days before and no later than 180 days after the Closing Date or of any transfer of principal hereunder.

(e) The purpose of any Swap Agreements in respect of any commodity entered into or executed in connection with this Agreement is to hedge commodity price risks incidental to a Restricted Person’s business and arising from potential changes in the price of such commodity.

(f) Each Swap Agreement entered into or executed in connection with this Agreement mitigates against the risk of repayment hereof and is not for the purpose of speculation.

For purposes of this section, the term (i) “financial term” shall include the duration or term of this Agreement, rate of interest, the currency or currencies in which the Loan is made and its principal amount, and (ii) “transfer of principal” means any draw of principal under this Agreement, any amendment, restructuring, extension, or other modification of this Agreement.

Section 3.24. Insurance. The Restricted Persons have insurance coverage in such amounts and against such risks as are usually insured against by companies similarly situated and engaged in the same or a similar business, and the Oil and Gas Properties of each Restricted Person are insured with financially sound and reputable insurance companies that are not Affiliates of such Restricted Person, in such amounts, with such deductibles, and covering such risks as are required to comply with Section 4.8. The Administrative Agent has been named as “additional insured” in respect of such liability insurance policies, and the Administrative Agent has been named as “loss payee” with respect to such property loss insurance covering Collateral. As to all improved real property constituting Collateral, (a) the Administrative Agent has received such flood hazard determination forms, notices, and confirmations thereof, and effective flood hazard insurance policies (if applicable) with respect to such Collateral on or prior to the Closing Date, (b) all flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in full, and (c) except as the Borrower has previously given written notice thereof to the Administrative Agent, there has been no redesignation of any property into or out of special flood hazard area. No Restricted Person has been refused insurance for any material coverage for which it has applied or has had any policy of insurance terminated (other than at such Restricted Person’s request).

Section 3.25. Anti-Corruption Laws and Sanctions. Each Credit Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Credit Party and its Subsidiaries and their respective directors, managers, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions. Each Credit Party and its Subsidiaries and their respective directors, managers, officers, and employees and, to the knowledge of such Credit Party, their respective agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Credit Party being designated as a Sanctioned Person. None of (a) the Credit Parties and their Subsidiaries or any of their respective directors, managers, officers, or employees or (b) to the knowledge of any Credit Party, the agents of the Credit Parties or any Subsidiary of any Credit Party that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

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Section 3.26. Not an Affected Financial Institution. No Credit Party is an Affected Financial Institution.

Section 3.27. Beneficial Ownership. As of the Closing Date, the information included in each Beneficial Ownership Certification, if any, is true and correct in all respects.

ARTICLE IV - Affirmative Covenants

The Borrower hereby warrants, covenants, and agrees that until Payment in Full:

Section 4.1. Payment and Performance. Each Credit Party will pay all of the amounts due under the Loan Documents to which it is a party in accordance with the terms thereof and will observe, perform, and comply with every covenant, term, and condition set forth in the Loan Documents to which it is a party. The Borrower will cause each other Credit Party to observe, perform, and comply with every such term, covenant, and condition in each Loan Document.

Section 4.2. Books, Financial Statements, and Reports. Each Credit Party will at all times maintain full and accurate books of account and records in accordance with IFRS applied on a consistent basis. The Borrower will maintain, and will cause each other Credit Party to maintain, a standard system of accounting, and the Borrower will furnish the following notices, reports, statements, and other information to the Administrative Agent at the Borrower’s expense:

(a) Annual Financial Statements. As soon as available, and in any event within ninety(90) days after the end of each Fiscal Year, complete Consolidated and consolidating financial statements of the Parent together with all of the notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion (without, for the avoidance of doubt, any “going concern” qualification or any limitation as to the scope of the audit but other than resulting from the impending maturity of the Loans hereunder), based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by the Parent and acceptable to the Administrative Agent, stating that such Consolidated and consolidating financial statements have been so prepared. Such financial statements shall contain a Consolidated and consolidating balance sheet and related statements of income, cash flows, and owners’ equity of the Parent and its Consolidated Subsidiaries as of the end of and for such Fiscal Year, each setting forth in comparative form the corresponding figures for the immediately preceding Fiscal Year.

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(b) Quarterly Financial Statements. As soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter, (i) the Parent’s Consolidated and consolidating balance sheet and related statements of income, cash flows, and owners’ equity of the Parent and its Consolidated Subsidiaries as of the end of and for such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter and (ii) the Borrower’s Consolidated and consolidating balance sheet and related statements of income, cash flows, and owners’ equity of the Parent and its Consolidated Subsidiaries as of the end of and for such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, in each case each setting forth in comparative form the corresponding figures for the corresponding portion of the preceding Fiscal Year, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes.

(c) Compliance Certificate. Together with each set of financial statements furnished under subsection (a) and subsection (b) of this section, a Compliance Certificate signed by a Responsible Officer of the Parent and the Borrower (i) stating that such financial statements fairly present in all material respects the results of operations and consolidated financial condition of the Parent and the Borrower, as applicable (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and the absence of footnotes), (ii) stating that such Responsible Officer has reviewed all of the Loan Documents, (iii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Quarter or such Fiscal Year with the requirements of Article VI, (iv) stating that no Default exists at the end of such Fiscal Quarter or such Fiscal Year or at the time of delivery of such Compliance Certificate or specifying the nature and period of existence of any such Default, and (v) stating whether any change in IFRS or in the application thereof has occurred since the date of the Parent’s most recent annual financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate.

(d) Report on Hedging Contracts. Together with each set of financial statements furnished under subsection (a) and subsection (b) of this section, a report (in form reasonably satisfactory to the Administrative Agent) describing all of the Hedging Contracts of the Restricted Persons, setting forth the material terms thereof (including the type, term, effective date, termination date, and notional amounts or volumes), the estimated net mark-to-market value thereof, and the counterparty to each such Hedging Contract.

(e) Annual Engineering Report. By March 1 of each Fiscal Year, a reserve engineering report prepared by the Independent Engineers as of the preceding December 31 concerning all of the Oil and Gas Properties and interests owned by any Restricted Person that are located in or offshore of the United States and that have attributable to them Proved Reserves. This report shall be satisfactory to the Administrative Agent, shall take into account any overproduced or underproduced status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report.

(f) Midyear Engineering Report. By September 1 of each Fiscal Year, and promptly following notice of a Special Determination under Section 2.8, a reserve engineering report prepared as of June 30 of such Fiscal Year (or the last day of the preceding calendar month in the case of a Special Determination) by the Staff Engineers (or, at the Borrower’s option, by the Independent Engineers), together with an accompanying report on property sales, property purchases, and changes in categories, both in the same form and scope as the reports in subsection (e) of this section.

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(g) Production Report and Lease Operating Statements. Together with each set of financial statements furnished under subsection (a) and subsection (b) of this section, a report describing, by lease or unit and on a monthly basis, the gross and net volume of production and sales attributable to production from the properties described in the most recently delivered Engineering Report for the 12-month period ending on the date of such financial statements and describing the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such 12-month period.

(h) Annual Cash Flow Budget. As soon as available , and in any event within sixty (60) days after the end of each Fiscal Year, an annual cash flow budget for the Restricted Persons for the then current Fiscal Year, presented on a monthly basis, showing projected revenues, expenses, capital expenditures, production volumes, and prices (in form reasonably satisfactory to the Administrative Agent), prepared by a Responsible Officer of the Borrower.

(i) Insurance Information. Together with each set of financial statements furnished under subsection (a) of this section, insurance certificates and other information required under Section 4.8.

(j) Purchasers of Production. Promptly upon request by the Administrative Agent, a list, by name and address, of those Persons who are then purchasing production from the Oil and Gas Properties subject to the Security Documents, giving each such purchaser’s owner number for each Restricted Person and each such purchaser’s property number for each such Oil and Gas Property.

(k) Material Contracts. Promptly upon its becoming available, copies of any notices or documents received by any Restricted Person pursuant to any Material Contract alleging a material default or nonperformance by such Restricted Person thereunder or terminating or suspending any such Material Contract.

(l) Information and Notices Regarding the Credit Parties. No later than five (5) days after (i) any such change, written notice of any change in (A) any Credit Party’s corporate, company, or partnership name, (B) the jurisdiction in which any Credit Party is incorporated, formed, or organized, (C) the location of any Credit Party’s principal place of business or chief executive office, (D) any Credit Party’s identity or corporate, company, or partnership structure, or (E) any Credit Party’s federal taxpayer identification number or organizational identification number, and (ii) the execution thereof, copies of any amendment, modification, or supplement to the Organizational Documents of any Credit Party if such amendment, modification, or supplement is material to the interests of the Lender Parties.

(m) Notices of Environmental Matters and the Acquisition or Creation of Subsidiaries. The information in respect of environmental matters and written notice of the acquisition or creation of a Subsidiary, in each case, as and when required under Section 4.12 or Section 5.14, as applicable.

Notice of Casualty Events. Prompt written notice of the occurrence of any Casualty Event or the commencement of any condemnation proceeding that could reasonably be expected to result in a Casualty Event t, in each case, affecting assets or property of the Borrower or any other Restricted Person with an aggregate fair market value in excess of $250,000.

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(n) Patriot Act and Beneficial Ownership. Promptly (i) following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Regulation, or other applicable anti-money laundering laws, (ii) after any time at which any Credit Party becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification, and (iii) following any change in the information provided in any Beneficial Ownership Certification, notice thereof to the Administrative Agent and the Lenders.

Section 4.3. Other Information and Inspections. Each Credit Party will furnish to each Lender any information that the Administrative Agent may from time to time reasonably request be furnished to the Lenders concerning any provision of the Loan Documents, any Collateral, or any matter in connection with the businesses, properties, prospects, financial condition, and operations of any Credit Party, including all evidence that the Administrative Agent from time to time reasonably requests in writing as to the accuracy and validity of or compliance with all of the representations, warranties, and covenants made by any Credit Party in the Loan Documents, the satisfaction of all of the conditions contained therein, and all other matters pertaining thereto. Each Credit Party will permit representatives appointed by the Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers, and any other Persons) to visit and inspect during normal business hours any of such Credit Party’s property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Credit Party shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to the Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees, and representatives.

Section 4.4. Notice of Material Events. The Borrower will promptly, and in no event later than three (3) Business Days, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of:

(a) the occurrence of any Material Adverse Change;

(b) the occurrence of any Default;

(c) the acceleration of the maturity of any Indebtedness in excess of the Threshold Amount owed by any Credit Party (other than the Obligations), or the occurrence of any event which, with the giving of notice or the passage of time, or both, would allow any such acceleration, or of the occurrence of any default by any Credit Party under any indenture, mortgage, agreement, contract, or other instrument to which any of them is a party or by which any of them or any of their properties is bound that could reasonably be expected to cause a Material Adverse Change;

(d) the occurrence of any Termination Event;

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(e) any claim exceeding $250,000, any notice of potential liability of any Credit Party under any Environmental Laws that might exceed such amount, or any other material adverse claim asserted against any Credit Party or with respect to any Credit Party’s properties; and

(f) the filing of any suit or proceeding against any Credit Party in which an adverse decision (or the occurrence of any other development that) could reasonably be expected to cause a Material Adverse Change.

Each notice pursuant to this section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action, if any, any Credit Party has taken or proposes to take with respect thereto.

Section 4.5. Maintenance of Properties. Each Restricted Person will maintain, preserve, protect, and keep all of the Collateral and all of the other property used or useful in the conduct of its business in good working order and condition (ordinary wear and tear excepted) in accordance with prudent industry standards, and in material compliance with all applicable Laws and in conformity with all applicable contracts, servitudes, leases, and agreements, and will from time to time make all repairs, renewals, and replacements needed to enable the business and operations carried on in connection therewith to be promptly and advantageously conducted at all times.

Section 4.6. Maintenance of Existence and Qualifications. Each Credit Party will maintain and preserve its existence and its rights and franchises in Canada and the United States (or any province or state thereof) in full force and effect, and each Restricted Person will qualify to do business in all states or jurisdictions where any of its properties that are subject to a Mortgage are located; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, or dissolution permitted under Section 5.4.

Section 4.7. Payment of Trade Liabilities, Taxes, Etc. Each Restricted Person will (a) timely file all Tax Returns including any extensions, (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits, or property before the same become delinquent (including employment taxes), (c) no later than ninety (90) days after the original invoice billing date therefor, or, if earlier, when due in accordance with its terms, pay and discharge all of the Liabilities owed by it on ordinary trade terms to vendors, suppliers, and other Persons providing goods and services to it, (d) pay and discharge before the same becomes delinquent all of the other Liabilities now or hereafter owed by it, other than royalty payments suspended in the ordinary course of business, and (e) maintain appropriate accruals and reserves for all of the foregoing in accordance with IFRS. Each Restricted Person may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings, if necessary, and has set aside on its books adequate reserves therefor that are required by IFRS.

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Section 4.8. Insurance.

(a) Required Insurance. Each Restricted Person will maintain in full force and effect (i) casualty insurance on all applicable material real and personal property included in the Collateral on an all-risks basis (including the perils of flood and quake) covering the repair and replacement cost of all such property, (ii) insurance coverage for public liability insurance (including products/completed operations liability coverage), in each case of the kinds customarily carried or maintained by Persons of established reputation engaged in similar businesses and in amounts and with deductibles reasonably acceptable to the Administrative Agent, and (iii) such other insurance coverage in such amounts and with respect to such risks as the Administrative Agent may reasonably request. All such insurance shall be provided by financially sound and reputable insurance companies not Affiliates of the Borrower and having a minimum A.M. Best rating of A, size category VII. On or prior to the Closing Date, and at all times thereafter, the Restricted Persons will cause the Administrative Agent to be named as an additional insured or loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance policy required to be maintained pursuant to this Section 4.8(a) pursuant to endorsements in form and content reasonably acceptable to the Administrative Agent. The Borrower will deliver to the Administrative Agent (i) on or before the Closing Date, a certificate from the Restricted Persons’ insurance broker dated as of a recent date showing the amount of coverage as of such recent date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against the loss payees and additional insureds and all rights of subrogation against the loss payees and additional insureds, and that if all or any part of such policy is canceled, terminated, or expires, the insurer will forthwith give notice thereof to each additional insured and loss payee and that no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by each additional insured and loss payee of written notice thereof, (ii) on an annual basis, and upon the request of the Administrative Agent from time to time, full information as to the insurance carried, (iii) within five (5) days after receipt of any such notice from any insurer, a copy of any notice of cancellation, nonrenewal, or material change in coverage from that existing on the Closing Date, and (iv) immediately, notice of any cancellation or nonrenewal of coverage by any Restricted Person. In the event the Borrower fails to provide the Administrative Agent with evidence of the insurance coverage required by this Agreement, the Administrative Agent may purchase insurance at the Restricted Persons’ expense to protect the Lenders’ interest in the Collateral after providing notice thereof to the Borrower. The coverage purchased by the Administrative Agent may, but need not, protect the Restricted Persons’ interests. The coverage purchased by the Administrative Agent may not pay any claim made by the Borrower or any claim that is made against the Borrower in connection with the Collateral. The Borrower may later cancel any insurance purchased by the Administrative Agent, but only after providing the Administrative Agent with evidence that the Restricted Persons have obtained insurance as required by this Agreement. If the Administrative Agent purchases insurance for the Collateral, to the fullest extent provided by Law, the Restricted Persons will be responsible for the costs of that insurance, including interest and other charges imposed by the Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The Borrower acknowledges that the costs of insurance purchased by the Administrative Agent may be more than the cost of insurance that the Borrower would be able to obtain on its own.

(b) Compliance With Insurance Conditions. No Restricted Person will bring or keep any article on the Collateral subject to a Mortgage, or cause or allow any condition to exist, if the presence of such article or the occurrence of such condition could reasonably cause the invalidation of any insurance required by this Section 4.8 or would otherwise be prohibited by the terms thereof.

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(c) Communications. All of the written communications, documents, certificates of insurance, or other material relating to insurance sent to the Administrative Agent shall be delivered to the following address, with a copy thereof also delivered to the Administrative Agent pursuant to the notice provisions contained in Section 11.3:

BOKF, NA

Attn: Credit Services – Insurance Monitoring

P.O. Box 271

Tulsa, Oklahoma 74101

Section 4.9. Performance on the Borrower’s Behalf. If any Restricted Person fails to pay any taxes, insurance premiums, expenses, attorneys’ fees, or other amounts it is required to pay under any Loan Document, and a Default is then continuing as a result of such failure, the Administrative Agent may (but need not) pay the same. The Borrower shall immediately reimburse the Administrative Agent for any such payments and each amount paid by the Administrative Agent shall constitute an Obligation owed hereunder that is due and payable on the date such amount is paid by the Administrative Agent.

Section 4.10. Default Interest. The Borrower shall pay interest at the Default Rate for Base Rate Loans on all of the Obligations (including Obligations to pay fees or to reimburse or indemnify any Lender Party but excluding the principal of any Loan, and any unreimbursed amounts in respect of Letters of Credit, to the extent interest thereon is covered by Section 2.5(b) or Section 2.12(a)) that the Borrower has in this Agreement promised to pay to any Lender Party and that are not paid when due. Such interest shall accrue from the date such Obligations become due until they are paid.

Section 4.11. Compliance with Agreements and Law. Each Restricted Person will observe, perform, and comply with all of the material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract, or other instrument or obligation to which it is a party or by which it or any of its properties is bound (including, without limitation, each Material Contract). Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto, including all Anti-Corruption Laws and applicable Sanctions. Each Restricted Person will cause all of the licenses and permits necessary or appropriate for the conduct of its business and the ownership and operation of its property used and useful in the conduct of its business to be at all times maintained in good standing and in full force and effect. Each Restricted Person will maintain in effect and enforce policies and procedures designed to ensure compliance by such Restricted Person, its Subsidiaries, and their respective directors, managers, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions.

Section 4.12. Environmental Matters; Environmental Reviews. Each Restricted Person: (a) will comply in all respects with any and all applicable Environmental Laws; (b) will not cause or permit to exist, as a result of an intentional or unintentional action or omission on any Restricted Person’s part, or on the part of any third party, on any Borrowing Base Property any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by an appropriate Governmental Authority; and (c) will furnish to the Administrative Agent promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter, or other written communication from any Governmental Authority concerning any intentional or unintentional action or omission on any Restricted Person’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. The Borrower will promptly conduct and complete at the Borrower’s expense such environmental investigations and testings on the Borrowing Base Properties as may be requested by the Administrative Agent or required or requested by any Governmental Authority.

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Section 4.13. Evidence of Compliance. Each Credit Party will furnish to the Administrative Agent at such Credit Party’s or the Borrower’s expense all evidence that the Administrative Agent from time to time reasonably requests in writing as to the accuracy and validity of or compliance with all representations, warranties, and covenants made by any Credit Party in the Loan Documents, the satisfaction of all conditions contained therein, and all other matters pertaining thereto.

Section 4.14. Guaranties of the Parent, Holding, and the Borrower’s Subsidiaries. The Parent, Holding, and each Subsidiary of the Borrower existing on the Closing Date or created, acquired, or coming into existence after such date shall, promptly and in any event within fifteen (15) days (or such later date as the Administrative Agent may agree to in its discretion) after it has become a Subsidiary of the Borrower, execute and deliver to the Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Secured Obligations and the due and punctual performance of the obligations of the Borrower hereunder, which guaranty shall be reasonably satisfactory to the Administrative Agent in form and substance; provided, however, that notwithstanding anything in this Agreement or any Security Document to the contrary, no Guarantor shall guarantee (or grant a Lien to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of such Guarantor. The Borrower will cause each other Credit Party to deliver to the Administrative Agent, simultaneously with its delivery of such a guaranty, written evidence reasonably satisfactory to the Administrative Agent and its counsel that such Credit Party has taken all action necessary to duly approve and authorize its execution, delivery, and performance of such guaranty and any other documents that it is required to execute.

Section 4.15. Agreement to Deliver Security Documents.

(a) The Secured Obligations shall, at all times, be secured by first and prior Liens (subject only to Permitted Liens) covering and encumbering (i) the Minimum Collateral Amount, (ii) all of the Equity in each of Holding and the Borrower, (iii) all of the Equity in each Subsidiary of the Borrower, and (iv) substantially all of the other personal property of the Restricted Persons; provided, however, that notwithstanding anything in this Agreement or any Security Document to the contrary, no Guarantor shall grant a Lien to support any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of such Guarantor.

(b) On the Closing Date, the Borrower shall execute and deliver, and shall cause each other Credit Party to execute and deliver, to the Administrative Agent Security Documents complying with Section 4.15(a), each in form and substance reasonably acceptable to the Administrative Agent. From time to time to the extent necessary to comply with Section 4.15(a), and in any event on each Determination Date, the Borrower shall execute and deliver, and shall cause each other Credit Party to execute and deliver, to the Administrative Agent Security Documents in form and substance reasonably acceptable to the Administrative Agent and duly executed by each Credit Party party thereto, together with such other assignments, conveyances, amendments, agreements, and other writings (each duly authorized and executed) as the Administrative Agent shall deem necessary or appropriate to grant, evidence, and perfect the Liens required by this Section 4.15.

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(c) The Borrower also agrees to deliver, at the time that any Security Documents are required to be delivered under Section 4.15(b), favorable title opinions, or updates of title opinions, from legal counsel acceptable to the Administrative Agent (or title reports or other title information reasonably satisfactory to the Administrative Agent) covering enough of the Borrowing Base Properties so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on Oil and Gas Properties to which are attributed at least eighty-five percent (85%) of the Present Value of the Proved Reserves that are attributable to all of the Borrowing Base Properteis, and confirming that the Restricted Persons have good and defensible title to such Borrowing Base Properties, free and clear of all Liens other than Permitted Liens.

(d) Within thirty (30) days after (i) a request by the Administrative Agent or the Required Lenders to the Restricted Persons to cure any material title defects or exceptions that are not Permitted Liens or (ii) a notice by the Administrative Agent to the Restricted Persons that the Restricted Persons have failed to comply with Section 4.15(c), the Restricted Persons shall (A) cure such title defects or exceptions that are not Permitted Liens and (B) deliver to the Administrative Agent satisfactory evidence in form and substance reasonably acceptable to it as to each Restricted Person’s ownership of such Oil and Gas Properties and the Administrative Agent’s Liens thereon as are required to maintain compliance with Section 4.15(c).

(e) If the Restricted Persons are unable to cure any such title defect requested by the Administrative Agent or the Required Lenders to be cured within such 30-day period or the Restricted Persons do not comply with the requirements to provide acceptable title information as required under Section 4.15(c) or Section 4.15(d), such failure shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to reduce the Borrowing Base by an amount equal to the Borrowing Base Value of the Borrowing Base Properties subject to such uncured title defects. The Administrative Agent or the Required Lenders shall give written notice of any such reduction to the Borrower, and the new Borrowing Base, as so reduced, shall become effective immediately after the Borrower’s receipt of such notice. Any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Required Lenders.

Section 4.16. Production Proceeds. Notwithstanding that, by the terms of the Mortgages, the Restricted Persons are and will be assigning to the Administrative Agent, for the benefit of the Secured Parties, all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred and is continuing, the Restricted Persons may continue to receive from the purchasers of production such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereof, including the right to obtain possession of any or all of the Production Proceeds then held by the Restricted Persons or to receive directly from the purchasers of production all of the other Production Proceeds. In no case shall any failure, whether intentioned or inadvertent, by any Lender Party to collect directly any such Production Proceeds constitute in any way a waiver, remission, or release of any rights of any Lender Party under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party to the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party to collect other Production Proceeds thereafter.

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Section 4.17. Perfection and Protection of Security Interests and Liens. Each Credit Party shall from time to time deliver to the Administrative Agent any financing statements, continuation statements, extension agreements, amendments to Security Documents, and other documents, properly completed and executed (and acknowledged when required) by such Credit Party in form and substance reasonably satisfactory to the Administrative Agent, which the Administrative Agent reasonably requests for any of the following purposes: (a) perfecting, confirming, or protecting any Liens or other rights in any Collateral securing any Secured Obligations, (b) curing any defects or potential defects in any Loan Document, (c) further evidencing and more fully describing the collateral intended as security for the Secured Obligations, (d) more fully stating the obligations secured by any Security Document, or (e) maintaining compliance with all applicable Laws, including those of any applicable Indian tribe, the Bureau of Indian Affairs, and the U.S. Bureau of Land Management. Each Credit Party hereby authorizes the Administrative Agent to file (without the signature of any Credit Party where permitted by Law) one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral describing the Collateral as “all assets” or “all personal property” of such Credit Party or words of similar import.

Section 4.18. Leases and Contracts; Performance of Obligations. Each Restricted Person will maintain in full force and effect all of the oil, gas, or mineral leases, contracts, servitudes, and other agreements forming a part of any Oil and Gas Property covered by the most recently delivered Engineering Report and attributable to Proved Reserves, to the extent the same cover or otherwise relate to such Oil and Gas Property (except those disposed of in accordance with, and to the extent permitted by, the terms hereof), and each Restricted Person will timely perform all of its obligations thereunder. Each Restricted Person will properly and timely pay all rents, royalties, and other payments due and payable under any such leases, contracts, servitudes, and other agreements, or under the Permitted Liens, or otherwise attendant to its ownership or operation of any Oil and Gas Property (other than royalty payments suspended in the ordinary course of business). Each Restricted Person will promptly notify the Administrative Agent of any claim (or any conclusion by such Restricted Person) that such Restricted Person is obligated to account for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Restricted Person than proceeds received by such Restricted Person (calculated at the well) from sale of production.

Section 4.19. Representation to Continue to be True. Each Restricted Person will carry out its sales of production, will operate the Oil and Gas Properties, and will otherwise deal with the Borrowing Base Properties and the production in such a way that the representations and warranties in Section 3.16 through Section 3.21 remain true and correct at, and as of, all times that this Agreement is in effect (and not just at, and as of, the times such representations and warranties are made).

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Section 4.20. Hedging Contracts. The Restricted Persons shall, within fifteen (15) days after the last day of each Fiscal Quarter, enter into and maintain in effect for the first twenty-four (24) calendar month period immediately following such date Hedging Contracts covering notional volumes of crude oil at least equal to seventy-five percent (75%) of the Projected Oil and Gas Production for each such month, which Hedging Contracts (a) shall have the purpose and effect of fixing crude oil and natural gas prices in respect of such portion of the Projected PDP Oil and Gas Production for such month, (b) shall be on terms reasonably satisfactory to the Administrative Agent, and (c) shall otherwise comply with the limitations set forth in Section 5.3. Each Restricted Person shall maintain in effect for their full term (and will not sell, assign, transfer, terminate, or novate) all of the Hedging Contracts required to be maintained in effect pursuant to this Section 4.20 and all of the other Hedging Contracts in respect of crude oil, natural gas, and natural gas liquids that were used by the Lenders in determining the Borrowing Base then in effect, including all of the Hedging Contracts in existence on the Closing Date; provided, however, that the Restricted Persons may terminate Hedging Contracts in connection with a Disposition permitted pursuant to Section 5.5(h).

Section 4.21. Non-Consolidation. Each Restricted Person shall: (a) maintain entity records and books of account separate from those of any other entity that is an Affiliate of such Restricted Person; (b) not commingle its funds or assets with those of any other entity that is an Affiliate of such Restricted Person; and (c) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such Restricted Person’s actions, which meetings will be separate from those of other entities.

Section 4.22. Material Contracts. Each Restricted Person will perform and observe in all material respects all of the terms and provisions of each Material Contract to be performed or observed by it within any grace period applicable thereto and, in accordance with prudent business practices, enforce its rights under each Material Contract, and, upon request by the Administrative Agent, make to each other party to each such Material Contract such requests for information and reports as any Restricted Person is entitled to make under such Material Contract, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Section 4.23. Operations. Each Restricted Person shall maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel, provide written notice to the Administrative Agent of any change in executive and management personnel, and conduct its business affairs in a reasonable and prudent manner.

Section 4.24. Employee Benefit Plans. Each Restricted Person will maintain each employee benefit plan as to which such Restricted Person may have any liability in compliance with all applicable requirements of Law.

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Section 4.25. Deposit Accounts and Securities Accounts. Each Restricted Person shall cause each of such Restricted Person’s deposit accounts and securities accounts, other than any Excluded Account, to at all times be subject to an Account Control Agreement.

Section 4.26. Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Restricted Person that is not otherwise a Qualified ECP Guarantor in order for such Restricted Person to honor its obligations under any Loan Document with respect to Swap Agreements or Swap Obligations (provided, however, that the Borrower shall only be liable under this section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this section shall remain in full force and effect until Payment in Full. The Borrower intends that this section constitute, and this section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE V - Negative Covenants

The Borrower hereby warrants, covenants, and agrees that until Payment in Full:

Section 5.1. Indebtedness. No Restricted Person will incur, assume, allow to exist, or in any manner owe or be liable for Indebtedness, except:

(a) the Obligations;

(b) Indebtedness arising under Hedging Contracts permitted under Section 5.3;

(c) Indebtedness among the Borrower and Guarantors that are Subsidiaries of the Borrower; provided that, at all times, such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of all of the Secured Obligations in a manner and on terms and conditions reasonably satisfactory to the Administrative Agent;

(d) Capital Lease Obligations and Purchase Money Indebtedness in an aggregate principal amount that does not exceed $500,000.00 at any one time outstanding;

(e) Indebtedness constituting a guaranty by a Restricted Person of Indebtedness of one or more other Restricted Persons that is permitted to be incurred and remain outstanding under this Section 5.1; and

(f) other items of Indebtedness of the Restricted Persons; provided that the aggregate amount of all such other Indebtedness permitted under this Section 5.1(f) shall not exceed

$1,000,000.00 at any one time outstanding.

Section 5.2. Limitation on Liens. Except for Permitted Liens, no Restricted Person will create, assume, or permit to exist any Lien upon any of the properties or assets that it now owns or hereafter acquires.

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Section 5.3. Hedging Contracts.

(a) Hedging Contracts. No Restricted Person will enter into any Hedging Contract for speculative purposes. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except:

(i) Commodities. Hedging Contracts with an Approved Counterparty in respect of crude oil and natural gas with notional volumes (when aggregated with other commodity Hedging Contracts then in effect) that do not cause the aggregate notional volumes of all of the Hedging Contracts then in effect to exceed, as of the date such Hedging Contract is entered into, for each full calendar month during the forthcoming thirty-six (36) full calendar months following such date, ninety percent (90%) of the Projected PDP Oil and Gas Production for such month, determined separately with respect to crude oil and natural gas; provided, however, that such Hedging Contracts shall not, in any case, have a tenor longer than thirty-six (36) consecutive calendar months, beginning with the first full calendar month following the date in question. It is understood that Hedging Contracts in respect of commodities which may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof (such as, for example, basis risk and price risk), shall not be aggregated together when calculating the limitations on notional volumes contained in this Section 5.3(a)(i).

(ii) Interest Rates. Hedging Contracts with an Approved Counterparty in respect of interest rates, as follows:

(A) Hedging Contracts effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Hedging Contracts of the Restricted Persons then in effect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Indebtedness of the Restricted Persons for borrowed money that bears interest at a fixed rate, and which Hedging Contracts shall not, in any case, have a tenor that extends beyond the maturity date of the Indebtedness that such Hedging Contract is intended to hedge.

(B) Hedging Contracts effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedging Contracts of the Restricted Persons then in effect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Indebtedness of the Restricted Persons for borrowed money that bears interest at a floating rate, and which Hedging Contracts shall not, in any case, have a tenor that extends beyond the maturity date of the Indebtedness that such Hedging Contract is intended to hedge.

(b) No Credit Support for Hedging Contracts. In no event shall any Hedging Contract contain any requirement, agreement, or covenant for any Restricted Person to post collateral, credit support (including in the form of letters of credit), or margin to secure any Restricted Person’s obligations under such Hedging Contract or to cover market exposures other than any requirement, agreement, or covenant to enter into or maintain the Security Documents, or covenants or requirements that only apply following the occurrence of Payment in Full.

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(c) Limitation on Terminations of Hedging Contracts. No Restricted Person will terminate or monetize any Hedging Contract in respect of commodities except to the extent such termination or monetization is permitted pursuant to Section 5.5(h).

Section 5.4. Limitation on Mergers, Issuances of Disqualified Capital Stock. No Credit Party will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its property to any other Person, or liquidate, divide, or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (a) any Subsidiary of the Parent (other than Holding, the Borrower and any of the Borrower’s Subsidiaries) may be merged into or be consolidated with the Parent, so long as the Parent is the surviving business entity; (b) any Subsidiary of the Borrower may be merged into or consolidated with (i) another Subsidiary of the Borrower, so long as a Guarantor is the surviving business entity, or (ii) the Borrower, so long as Borrower is the surviving business entity; and (c) any Subsidiary of the Borrower may Dispose of all or substantially all of its property to the Borrower or to a Guarantor. All of the issued and outstanding Equity of Holding shall be owned by the Parent, all of the issued and outstanding Equity of the Borrower shall be owned by Holding, and each Subsidiary of the Borrower shall be a Wholly-Owned Subsidiary. No Restricted Person will issue any Disqualified Capital Stock.

Section 5.5. Limitation on Dispositions. No Restricted Person will Dispose of any of its assets or properties or any interest therein, except:

(a) equipment that is worthless or obsolete or worn out in the ordinary course of business, that is no longer used or useful in the conduct of its business, or that is replaced by equipment of at least equal suitability and value;

(b) inventory (including oil and gas sold as produced and seismic data) that is sold in the ordinary course of business on ordinary trade terms;

(c) defaulted notes or accounts receivable in connection with the compromise or collection thereof and not in connection with any financing transaction, in each case, in the ordinary course of business and to the extent not prohibited by Section 5.8;

(d) property of (i) the Borrower that is transferred to any Subsidiary of the Borrower that is a Guarantor and (ii) any Subsidiary of the Borrower that is transferred to the Borrower or to any other Subsidiary of the Borrower that is a Guarantor;

(e) pursuant to Distributions permitted under Section 5.6;

(f) farmouts in the ordinary course of business of undeveloped acreage and assignments in connection with such farmouts;

(g) interests in Oil and Gas Properties, or portions thereof, to which no Proved Reserves are attributed; and

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(h) interests in Oil and Gas Properties to which Proved Reserves are attributed and Hedging Contracts; provided that such Disposition would not result in the Borrowing Base Value of all of the Oil and Gas Properties plus the Borrowing Base Value of all of the Hedging Contracts, in each case, Disposed of pursuant to this subsection since the most recent Scheduled Determination to exceed an amount equal to five percent (5%) of the Borrowing Base then in effect.

No Disposition may be made pursuant to Section 5.5(g) or Section 5.5(h) unless (i) made for fair consideration to a Person who is not an Affiliate and (ii) no Default or Borrowing Base Deficiency then exists or would result therefrom. No Restricted Person will abandon, or consent to the abandonment of, any oil or gas well constituting Collateral so long as such well is capable (or is subject to being made capable through drilling, reworking, or other operations that it would be commercially feasible to conduct) of producing Hydrocarbons or other minerals in commercial quantities (as determined without considering the effect of any Security Document). No Restricted Person will elect not to participate in a proposed operation on any Oil and Gas Property constituting Collateral where the effect of such election would be the permanent forfeiture of any material interest in the Collateral.

Section 5.6. Limitation on Distributions. No Restricted Person will declare or make directly or indirectly any Distribution, other than:

(a) Distributions by any Restricted Person to the holders of its Equity of additional Equity in such Restricted Person (other than Disqualified Capital Stock);

(b) Distributions payable to the Borrower, and Distributions payable to Subsidiaries of the Borrower that are Guarantors;

(c) cash Distributions by the Borrower to Holding to fund Permitted Tax Distributions; provided that: (i) no Default or Borrowing Base Deficiency then exists or would result therefrom; and (ii) no such Distribution is made with proceeds of Loans; and

(d) cash Distributions by the Borrower to Holding to fund ordinary course of business expenses of the Parent in an aggregate amount not to exceed $50,000.00 during any calendar month; provided that: (i) no Default or Borrowing Base Deficiency then exists or would result therefrom; and (ii) no such Distribution is made with proceeds of Loans.

Section 5.7. Limitation on Investments and New Business. No Restricted Person will (a) make any expenditure or commitment or incur any obligation or enter into or engage in any transaction except in the ordinary course of business, (b) engage directly or indirectly in any business or conduct any operations except the exploration, production and development of Oil and Gas Properties, together with activities incidental or related thereto, or (c) make any Investments other than Permitted Investments. In addition, Holding will not (i) incur any Indebtedness (other than the Obligations) or (ii) engage in any business or activity other than (A) the ownership of Equity in the Borrower, (B) maintaining its legal existence, (C) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Restricted Persons, (D) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (E) activities incidental to the businesses or activities described in clauses (A) through (D) of this sentence.

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Section 5.8. Sale of Notes or Receivables. Except for the sale of defaulted notes or accounts receivable in connection with the compromise or collection thereof and not in connection with any financing transaction, the Restricted Persons shall not sell (with or without recourse) any of their notes receivable or accounts receivable to any Person other than a Restricted Person.

Section 5.9. Transactions with Affiliates. No Restricted Person will engage in any transaction with any of its Affiliates (other than any other Restricted Person), except in the ordinary course of and pursuant to the reasonable business requirements of such Restricted Person’s business and upon fair and reasonable terms that are no less favorable to it than those that would have been obtainable at the time in arm’s-length dealing with Persons other than such Affiliates. The restrictions set forth in this section shall not apply to (a) the execution and delivery of any Loan Document and (b) Distributions permitted by Section 5.6.

Section 5.10. Negative Pledge; Certain Prohibited Restrictions; ERISA. No Restricted Person will, directly or indirectly, enter into, create, assume, or otherwise allow to exist any contractual restriction or other consensual restriction on its ability (or the ability of any other Restricted Person) (other than under the Loan Documents, or any agreements with respect to Capital Leases or Purchase Money Indebtedness secured by Liens permitted by Section 5.2, but then only with respect to the property that is the subject of such Capital Lease or Purchase Money Indebtedness) to: (a) grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of its properties, revenues, or assets, whether now owned or hereafter acquired; (b) pay dividends or make other Distributions to any other Restricted Person; (c) redeem Equity in such Restricted Person that is held by any other Restricted Person; (d) repay loans and other Liabilities owing by such Restricted Person to any other Restricted Person; or (e) transfer any assets of such Restricted Person to any other Restricted Person, other than, in each case, (i) any prohibition or limitation that exists pursuant to the applicable requirements of a Governmental Authority or (ii) any customary provisions in leases, licenses, and similar contracts as they affect any property or Lien subject to, or the assignment of, such lease, license, or similar contract. No Restricted Person will enter into any contractual restriction or other consensual restriction (other than pursuant to the Loan Documents) on the ability of any Restricted Person to enter into amendments, supplements, or other modifications to the Loan Documents. No Restricted Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services that obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it, except reservation, commitment, standby and other similar fees reasonably incurred in the ordinary course of business (but excluding any such fees under any “take-or-pay” or similar contracts). No Restricted Person will amend or permit any amendment to any contract or lease that releases, qualifies, limits, makes contingent, or otherwise detrimentally affects any material rights and benefits of any Lender Party under or acquired pursuant to any Security Document. No ERISA Affiliate will incur any obligation to contribute to any Multiemployer Plan or any plan subject to Section 4064 of ERISA.

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Section 5.11. Amendments to Organizational Documents and Material Contracts.

(a) Organizational Documents. No Credit Party will enter into any amendment or permit any modification of, or waive any material right or obligation of any Person under, its Organizational Documents, in each case, in a manner that is materially adverse to the interests of the Lender Parties.

(b) Material Contracts. No Restricted Person will (i) cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), other than the termination of a Material Contract that terminates or expires by its own terms, or (ii) amend or otherwise modify any Material Contract or give any consent, waiver, or approval thereunder, or waive any breach of or default under any Material Contract, in the case of this clause (ii), in a manner that is materially adverse to the interests of the Lender Parties.

Section 5.12. Sale and Leaseback Transactions. No Restricted Person will, directly or indirectly, enter into any arrangement with any Person whereby in a substantially contemporaneous transaction such Restricted Person sells or transfers all or substantially all of its right, title, and interest in and to an asset and, in connection therewith, acquires or leases back the right to use such asset.

Section 5.13. Proceeds of Loans; Fiscal Year; Accounting Changes.

(a) The Borrower will not permit the proceeds of the Loans to be used for any purpose other than those expressly permitted by the terms hereof.

(b) No Credit Party will change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30, and September 30 of each year, respectively.

(c) No Credit Party will make any material change in its accounting treatment and reporting practices except as required by IFRS.

Section 5.14. Subsidiaries of the Borrower. No Restricted Person will create or acquire any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 4.14 and Section 4.15. No Restricted Person will sell, assign, or otherwise dispose of any Equity in any Subsidiary except in compliance with Section 5.4 and Section 5.5. No Restricted Person will have any Foreign Subsidiaries or any Subsidiaries that are not Wholly-Owned Subsidiaries.

Section 5.15. Non-Qualified ECP Guarantors. The Borrower will not permit any Restricted Person that is not a Qualified ECP Guarantor to own, at any time, any Oil and Gas Properties to which Proved Reserves are attributed or any Equity in any Restricted Person that owns any such Oil and Gas Properties.

ARTICLE VI - Financial Covenants.

Section 6.1. Minimum Current Ratio. The Borrower will not permit, as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2022, the Minimum Current Ratio to be less than 1.00 to 1.00.

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Section 6.2. Maximum Leverage Ratio. The Borrower will not permit, as of the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2022, the Maximum Leverage Ratio to exceed 3.00 to 1.00.

ARTICLE VII - Conditions Precedent

Section 7.1. Closing Date Conditions. The obligation of each Lender to make its initial Loan hereunder and the LC Issuer to issue the initial Letter of Credit hereunder is subject to satisfaction (or waiver in accordance with Section 11.1) of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received duly executed (and properly acknowledged where applicable) and delivered counterparts of each Loan Document to be executed and delivered on the Closing Date (i) in form, substance, and date satisfactory to the Administrative Agent, and (ii) in such numbers as the Administrative Agent or its counsel may request. In connection with the execution and delivery of the Security Documents to be delivered on the Closing Date, the Administrative Agent shall (i) be reasonably satisfied that the Security Documents will, upon recording, create first priority, perfected Liens (subject only to Permitted Liens) on the Minimum Collateral Amount and (ii) have received UCC financing statements (duly authorized) as the Administrative Agent may request to perfect the Liens granted pursuant to such Security Documents.

(b) Organizational Documents; Incumbency; Good Standing Certificates. The Administrative Agent shall have received from each Credit Party (i) copies of such Credit Party’s Organizational Documents certified by the secretary, assistant secretary, or any other officer of such Credit Party as being in full force and effect, and, to the extent applicable, certified as of a recent date prior to the Closing Date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of such Credit Party executing the Loan Documents to which it is a party, certified as of the Closing Date by the secretary, assistant secretary, or any other officer of such Credit Party, (iii) resolutions of the board of managers or similar governing body of such Credit Party approving and authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by the secretary, assistant, secretary or any other officer of such Credit Party as being in full force and effect without modification or amendment, (iv) an existence and good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, or formation and in each jurisdiction in which it owns real property Collateral, each dated as of a recent date prior to the Closing Date, and (v) such other documents as the Administrative Agent may reasonably request. The Administrative Agent and the Lenders may conclusively rely on such certificates until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(c) Closing Certificate. The Administrative Agent shall have received a “Closing Certificate” of a Responsible Officer of the Borrower dated as of the Closing Date in which such Responsible Officer certifies to the satisfaction of each of the conditions set out in this Section 7.1 and subsections (a) and (b) of Section 7.2.

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(d) Governmental Authorizations and Consents. Each Credit Party shall have obtained all governmental authorizations from any Governmental Authority and all consents of other Persons, in each case that are necessary or deemed by the Administrative Agent to be advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(e) Environmental Reports. The Administrative Agent shall have received reports and other information that have been reasonably requested, in form, scope, and substance reasonably satisfactory to the Administrative Agent, regarding environmental matters relating to the Restricted Persons’ material real property assets.

(f) Evidence of Insurance. The Administrative Agent shall have received a certificate from the Restricted Persons’ insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 4.8 is in full force and effect and that the Administrative Agent has been named as both (i) a certificate holder or an additional interest, as applicable, and (ii) an additional insured or a loss payee, as applicable, thereunder as its interests may appear and to the extent required under Section 4.8. In addition, the Administrative Agent shall have received (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms, and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent.

(g) Opinions of Counsel to the Credit Parties. The Administrative Agent shall have received executed copies of the favorable written opinions of counsel to the Credit Parties opining as to such matters as the Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to the Administrative Agent and the Lenders).

(h) Fees and Expenses. The Administrative Agent shall have received all of the commitment, facility, agency, recording, filing, and other fees or reimbursements required to be paid to the Administrative Agent or any Lender pursuant to the Fee Letter or any other Loan Document or any commitment agreement heretofore entered into. The Administrative Agent shall have received payment from the Borrower for estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with filing or recording any Security Document and for which invoices have been presented on or prior to the Closing Date.

(i) Initial Financial Statements. The Administrative Agent and the Lenders shall have received the Initial Financial Statements, which shall be in form reasonably satisfactory to the Administrative Agent, together with a certificate by a Responsible Officer of the Borrower certifying the Initial Financial Statements.

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(j) Initial Engineering Report. The Administrative Agent and the Lenders shall have received the Initial Engineering Report, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(k) Title. Administrative Agent shall have received title reports and title opinions in form, substance and authorship satisfactory to Administrative Agent with respect to Restricted Persons’ oil and gas reserves representing at least 85% of the Present Value of the Proved Reserves evaluated for purposes of establishing the Initial Borrowing Base.

(l) No Litigation. There shall not exist any action, suit, investigation, litigation, or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs the financing hereunder or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to cause a Material Adverse Change.

(m) Completion of Proceedings. All of the partnership, company, corporate, and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all of the documents incidental thereto shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request.

(n) Material Adverse Change. No event or circumstance shall have occurred or be continuing since December 31, 2021, that has caused, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Change.

(o) Material Contracts. The Administrative Agent shall have received a copy of each Material Contract (including each waiver, supplement, and amendment thereto) and a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, in which such Responsible Officer certifies that the Borrower has delivered to the Administrative Agent a true, correct, and complete copy of each Material Contract (including each waiver, supplement, and amendment thereto).

(p) Due Diligence. The Administrative Agent and the Lenders shall have completed satisfactory due diligence review of the assets, liabilities, business, operations, and condition (financial or otherwise) of the Credit Parties, including a review of their Oil and Gas Properties and all legal, financial, accounting, governmental, environmental, tax, and regulatory matters, and fiduciary aspects of the financing contemplated hereby.

(q) KYC Documentation. The Administrative Agent and the Lenders shall have received, and be reasonably satisfied in form and substance with, all of the documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, but not restricted to, the Patriot Act and the Beneficial Ownership Regulation.

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(r) Other Documentation. The Administrative Agent shall have received all of the documents and instruments that the Administrative Agent has then reasonably requested, in addition to those described in this Section 7.1. All such additional documents and instruments shall be reasonably satisfactory to the Administrative Agent in form, substance, and date.

Without limiting the generality of the provisions of Article X, for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with each document or other matter required under this Section 7.1 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto. All of the documents executed or submitted pursuant to this Section 7.1 by and on behalf of the Borrower or any other Credit Party shall be in form and substance satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Section 7.2. Additional Conditions Precedent. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the LC Issuer to issue, amend, renew, or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) Representations and Warranties. All of the representations and warranties made by any Credit Party in any Loan Document shall be true and correct in all respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, as if such representations and warranties had been made as of the date of such Borrowing or the date of issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all respects as of such specific date, and except that for purposes of this Section 7.2, the representations and warranties contained in Section 3.6(a) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 4.2(a) and Section 4.2(b).

(b) No Default or Borrowing Base Deficiency. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.

(c) No Material Adverse Change. No development or event shall have occurred that caused or could reasonably be expected to cause a Material Adverse Change since the date of the most recently delivered financial statements pursuant to Section 4.2(a) (or, until the initial delivery of such financial statements, since December 31, 2021).

(d) No Excess Cash. Solely with respect to any Borrowing of Loans, after giving pro forma effect to such Borrowing and the use of proceeds therefrom on such date, the Restricted Persons shall not have any Excess Cash.

(e) No Legal Prohibition. The making of such Loan or the issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, shall not be prohibited by any Law and shall not subject any of the Lenders or the LC Issuer to any penalty or other onerous condition under or pursuant to any such Law.

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(f) Borrowing Notice. The receipt by the Administrative Agent of a Borrowing Notice in accordance with Section 2.2 or a request for a Letter of Credit (or for such amendment, renewal, or extension of a Letter of Credit) in accordance with Section 2.10, as applicable.

Each request for a Borrowing and each request for the issuance, amendment, renewal, or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 7.2(a) through (d).

ARTICLE VIII - Events of Default and Remedies

Section 8.1. Events of Default. Each of the following events constitutes an Event of Default (“Event of Default”) under this Agreement:

(a) Any Credit Party fails to pay any principal of any Loan or any reimbursement obligation in respect of any Letter of Credit when due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, as a result of acceleration, or otherwise;

(b) Any Credit Party fails to pay any Obligation (other than the Obligations in subsection (a) of this section) when due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, as a result of acceleration, or otherwise, within three (3) Business Days after the same becomes due;

(c) Any Credit Party fails to duly observe, perform, or comply with any covenant, agreement, or provision of Section 2.4, Section 4.2(l), Section 4.4, Section 4.6 (with respect to organization or maintenance of existence), Section 4.14, Section 4.20, Section 4.25, Article V, or Article VI;

(d) Any Credit Party fails (other than as referred to in subsection (a), (b), or (c) of this section) to duly observe, perform, or comply with any covenant, agreement, condition, or provision of any Loan Document to which it is a party, and such failure remains unremedied for a period of thirty (30) days after the earlier to occur of (i) a Responsible Officer of any Credit Party having knowledge of such failure or (ii) receipt of notice thereof by the Borrower from the Administrative Agent;

(e) Any representation or warranty previously, presently, or hereafter made in writing by or on behalf of any Credit Party in connection with any Loan Document shall prove to have been false or incorrect in any material respect on any date on or as of which made or deemed made, or any Loan Document at any time ceases to be valid, binding, and enforceable as warranted in Section 3.5 for any reason other than its release or subordination by the Administrative Agent in accordance with the terms of this Agreement;

(f) An “Event of Default” or a “Termination Event” (as defined in any Hedging Contract to which a Restricted Person is a party) occurs under such Hedging Contract and in each case, the resulting amount payable by any Credit Party in connection with any and designated termination event exceeds the Threshold Amount;

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(g) Any Credit Party (i) fails to pay any portion, when such portion is due, of any of its Indebtedness in excess of the Threshold Amount (other than the Obligations) or (ii) breaches or defaults in the performance of any agreement or instrument by which any such Indebtedness is issued, evidenced, governed, or secured, and any such failure, breach, or default continues beyond any applicable period of grace provided therefor, or any other event shall occur or condition exist, the effect of which event or condition under this clause (ii) is to cause, or to enable or permit the holder(s) of such Indebtedness or the lender(s) under any agreement evidencing or governing such Indebtedness to cause, any portion of such Indebtedness to become due prior to its stated maturity or any commitment to lend under any agreement evidencing or governing such Indebtedness to be terminated prior to its stated expiration date;

(h) A Termination Event occurs that, when taken together with all of the other Termination Events that have occurred, has caused or could reasonably be expected to cause, liability of any Restricted Person in an aggregate amount in excess of the Threshold Amount, or any other event or condition shall occur or exist with respect to a Plan and such event or condition, together with all such other events or conditions and Termination Events, if any, could reasonably be expected to cause a Material Adverse Change;

(i) Any Credit Party:

(i) suffers the entry against it of a judgment, decree, or order for relief by a Governmental Authority of competent jurisdiction in an involuntary proceeding commenced under any Debtor Relief Laws now or hereafter in effect, or files an answer admitting the material allegations of a petition filed against it in any such proceeding, or any proceeding under any Debtor Relief Law commenced against it remains undismissed for a period of sixty (60) days; or

(ii) commences a voluntary case under any Debtor Relief Laws now or hereafter in effect; or applies for or consents to the entry of an order for relief in an involuntary case under any Debtor Relief Law; or makes a general assignment for the benefit of creditors; or fails to contest in a timely and appropriate manner any proceeding or petition described in Section 8.1(i)(i); or is generally not paying (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action authorizing any of the foregoing; or

(iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of all or a substantial part of its assets or of any part of the Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within thirty (30) days after the making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or

(iv) suffers the entry against it of (1) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) in excess of the Threshold Amount (not covered by insurance satisfactory to the Administrative Agent in its discretion), or (2) one or more non-monetary final judgments that have caused, or could reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change and, in either case, (x) enforcement proceedings are commenced by any creditor upon such judgment or order or (y) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

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(v) suffers a writ or warrant of attachment or any similar process to be issued by any Governmental Authority against all or any substantial part of its assets or any part of the Collateral, and such writ or warrant of attachment or any similar process is not stayed or released within thirty (30) days after the entry or levy thereof or after any stay is vacated or set aside;

(j) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all of the Obligations, ceases to be in full force and effect; or any Credit Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Credit Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate, or rescind any provision of any Loan Document; and

(k) Any Change of Control occurs.

Upon the occurrence of an Event of Default described in subsection (i)(i), (i)(ii), or (i)(iii) of this section with respect to any Credit Party, all of the Obligations shall thereupon be immediately due and payable (including the payment of Cash Collateral as provided in Section 2.14), without demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other notice or declaration of any kind, all of which are hereby expressly waived by the Borrower and each other Credit Party who at any time ratifies or approves this Agreement. Upon any such acceleration, any obligation of any Lender to make any further Loans and any obligation of any LC Issuer to issue Letters of Credit hereunder shall be automatically and permanently terminated. During the continuance of any other Event of Default, the Administrative Agent at any time and from time to time may (and upon written instructions from the Required Lenders, the Administrative Agent shall), without notice to the Borrower or any other Credit Party, do either or both of the following: (1) terminate any obligation of the Lenders to make Loans hereunder, and any obligation of any LC Issuer to issue Letters of Credit hereunder, and (2) declare any or all of the Obligations immediately due and payable, and all of such Obligations (including the payment of Cash Collateral as provided in Section 2.14) shall thereupon be immediately due and payable, without demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other notice or declaration of any kind, all of which are hereby expressly waived by the Borrower and each other Credit Party who at any time ratifies or approves this Agreement.

Section 8.2. Remedies. If any Event of Default shall occur and be continuing, the Required Lenders, or the Administrative Agent at the direction of the Required Lenders, may protect and enforce its rights under the Loan Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Loan Document. All of the rights, remedies, and powers conferred upon the Lender Parties under the Loan Documents shall be deemed cumulative and not exclusive of any other rights, remedies, or powers available under the Loan Documents or at Law or in equity.

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Section 8.3. Application of Proceeds After Acceleration. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Liabilities have automatically been required to be Cash Collateralized as set forth in Section 2.14), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses, and other amounts (including fees, charges, and disbursements of counsel to the Administrative Agent and amounts payable under Section 4.9 and Section 10.14) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses, and other amounts (excluding other amounts provided for in clauses “Third” or “Fourth” below) payable to the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties (including fees, charges, and disbursements of counsel to each Lender and each LC Issuer and amounts payable under Section 2.16 or Section 2.17), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees, accrued and unpaid interest on the Loans, accrued and unpaid interest on the Obligations described in clause (b) of the definition of Letter of Credit Liabilities, accrued and unpaid interest on the Cash Management Obligations, and accrued and unpaid interest on the Lender Hedging Obligations, ratably among the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Obligations described in clause (b) of the definition of Letter of Credit Liabilities, obligations to Cash Collateralize Letter of Credit Liabilities pursuant to Section 2.14, Cash Management Obligations, and other amounts due under or in connection with Hedging Contracts giving rise to Lender Hedging Obligations (including amounts payable in connection with the early termination of Hedging Contracts but excluding accrued and unpaid interest on the Lender Hedging Obligations provided for in clause “Third” above), ratably among the Lenders, the LC Issuer, the Cash Management Lenders, and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, pro rata to the payment of any other Secured Obligations; and

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Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law;

provided that, to the extent that any Excluded Swap Obligations exist with respect to any Guarantor, monies or property received from such Guarantor or from the proceeds of any Collateral provided by such Guarantor may not be shared with the Lender Counterparties to the extent that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed under applicable Law the amounts received or recovered from the other Credit Parties will instead be allocated to the Lender Counterparties as necessary to achieve the overall ratable applications of monies and property intended by this section but for this proviso).

Subject to Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all of the Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, the Lender Hedging Obligations and the Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be. Each Lender Counterparty or Cash Management Lender not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Section 8.4. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the LC Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, the LC Issuer, or any such Affiliate, for the credit or the account of or to any Credit Party against any and all of the obligations of such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the LC Issuer or their respective Affiliates, irrespective of whether or not such Lender, the LC Issuer, or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Credit Party may be contingent or unmatured or are owed to a branch, office, or Affiliate of such Lender or the LC Issuer different from the branch, office, or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuer, and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the LC Issuer, and their respective Affiliates under this section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the LC Issuer, or their respective Affiliates may have. Each Lender and the LC Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 8.5. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Lender Party, or any Lender Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required (including pursuant to any settlement entered into by any Lender Party in its discretion) to be repaid to a trustee, receiver, or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the LC Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the LC Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

ARTICLE IX - Expenses; Indemnity; Damage Waiver.

Section 9.1. Costs and Expenses. The Borrower shall promptly pay (i) all of the transfer, stamp, mortgage, documentary, or other similar taxes, assessments, or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all of the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including reasonable fees and expenses of attorneys, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery, and administration of this Agreement and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling, and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Credit Party’s compliance with any covenants or conditions contained in this Agreement or in any other Loan Document, (iii) all of the reasonable and documented out-of-pocket expenses incurred by the LC Issuer in connection with the issuance, amendment, renewal, or extension of any Letter of Credit or any demand for payment thereunder, and (iv) all of the documented out-of-pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this section), or the defense of any such exercise or enforcement, or (B) in connection with the enforcement or protection of its rights in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring, or negotiations in respect of such Loans or Letters of Credit.

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Section 9.2. Indemnification.

(a) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and the LC Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereof (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any environmental liability related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Credit Party, and regardless of whether any Indemnitee is a party thereto. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Loan Document, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(b) The Borrower hereby indemnifies each of the Lenders against any loss, cost, or expense (including any loss, cost, or expense arising from the liquidation or reemployment of funds) which may arise, be attributable to, or result due to or as a consequence of (i) any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a SOFR Loan, (ii) any failure of the Borrower to borrow or continue a SOFR Loan on a date specified therefor in a Borrowing Notice or Continuation/Conversion Notice, (iii) any failure of the Borrower to prepay any SOFR Loan on a date specified therefor in any notice of prepayment (regardless of whether any such notice of prepayment may be revoked in accordance with the terms hereof and is revoked in accordance therewith), (iv) any payment, prepayment, or conversion of any SOFR Loan on a date other than on a date other than the last day of the Interest Period therefor (including as a result of an Event of Default), or (v) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20(b). A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. All of the obligations of the Credit Parties under this Section 9.2(b) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction, or discharge of all obligations under any Loan Document.

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Section 9.3. Reimbursement by Lenders. To the extent that any Credit Party for any reason fails to indefeasibly pay any amount required under Section 9.1 or Section 9.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the LC Issuer, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the LC Issuer, or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub- agent) or the LC Issuer in connection with such capacity.

Section 9.4. Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in Section 9.2 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic, or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Section 9.5. Payments. All of the amounts due under this section shall be payable not later than ten (10) days after written demand therefor.

Section 9.6. Survival. Each party’s obligations under this Article IX shall survive the termination of the Loan Documents and payment of the obligations hereunder.

ARTICLE X - Administrative Agent

Section 10.1. Appointment and Authorization. Each Lender and the LC Issuer hereby irrevocably appoints and authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as the Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with all such actions and powers as are reasonably incidental thereto. Subject to the terms of Section 11.1 and to the terms of the other Loan Documents, the Administrative Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of the Lenders and the LC Issuer. The provisions of this Article X are solely for the benefit of the Administrative Agent, the Lenders, and the LC Issuer, and neither the Borrower nor any other Credit Party shall have any rights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and the LC Issuer and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party. The Administrative Agent may perform any of its duties and exercise any of its rights and powers hereunder, or under the other Loan Documents, by or through its own agents or employees. The exculpatory provisions of this Article X shall apply to any such agent or employee of the Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or employees except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such agents or employees.

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Section 10.2. Administrative Agent and Affiliates. The Person serving as the Administrative Agent hereunder shall have the same rights and powers under the Loan Documents in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may lend money to, invest in, and generally engage in any kind of business with each Credit Party or any Affiliate of any Credit Party as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 10.3. Action by the Administrative Agent. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender or the LC Issuer. Nothing in this Agreement or any of the other Loan Documents is intended to or shall be construed to impose upon the Administrative Agent any duties or obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

Section 10.4. Consultation with Experts. The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants, or experts.

Section 10.5. Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable to any Lender or the LC Issuer for any action taken or not taken by it in connection with the Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final nonappealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be responsible for or have any duty to ascertain, inquire into, or verify: (a) any statement, warranty, or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Loan Document; (c) the satisfaction of any condition specified in any Loan Document; (d) the validity, effectiveness, sufficiency, or genuineness of any Loan Document, any Lien purported to be created or perfected thereby, or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile, or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

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Section 10.6. Indemnification. Each Lender shall, in accordance with its Pro Rata Share, indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss, or liability (except such as result from the Administrative Agent’s gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction) that the Administrative Agent may suffer or incur in connection with the Loan Documents or any action taken or omitted by the Administrative Agent hereunder or thereunder. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by the Required Lenders until such additional indemnity is furnished. All of the amounts due under this section shall be payable not later than ten (10) days after written demand therefor.

Section 10.7. Right to Request and Act on Instructions. The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals that by the terms of this Agreement or of any of the other Loan Documents the Administrative Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of the Required Lenders (or such other applicable portion of the Lenders), the Administrative Agent shall have no obligation to take any action if it believes, in good faith, that such action would violate applicable Law or expose the Administrative Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 10.6.

Section 10.8. Credit Decision. Each Lender and the LC Issuer acknowledges that it has, independently and without reliance upon any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the LC Issuer also acknowledges that it will, independently and without reliance upon any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents.

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Section 10.9. Collateral & Guaranty Matters.

(a) Each of the Lenders and the LC Issuer, and by accepting the benefits of the Collateral, each of the Lender Counterparties and the Cash Management Lenders, irrevocably authorize the Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent under any Security Document (1) upon Payment in Full, (2) in connection with any foreclosure sale or other Disposition of Collateral during the continuance of an Event of Default, or (3) on any property sold or Disposed of as part of or in connection with any Disposition permitted under any Loan Document (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other Disposition of property being made in full compliance with the provisions of the Loan Documents), (ii) release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Security Document to any Lien on such property that is permitted by Section 5.2, and (iii) release any Lien granted to or held by the Administrative Agent under any Security Document if approved, authorized, or ratified in writing in accordance with Section 11.1. Upon request by the Administrative Agent at any time, the Lenders and the LC Issuer will confirm the Administrative Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 10.9(a); provided that the absence of any such confirmation for any reason shall not affect the Administrative Agent’s rights under this Section 10.9(a).

(b) Each of the Lenders and the LC Issuer, and by accepting the benefits of the Collateral, each of the Lender Counterparties and the Cash Management Lenders, irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under its guaranty of the Secured Obligations (i) if such Person ceases to be a Subsidiary of the Borrower as a result of a transaction permitted hereunder, (ii) upon Payment in Full, and (iii) if approved, authorized, or ratified in writing in accordance with Section 11.1. Upon request by the Administrative Agent at any time, each Lender and the LC Issuer will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under its guaranty pursuant to this Section 10.9(b); provided that the absence of any such confirmation for any reason shall not affect the Administrative Agent’s rights under this Section 10.9(b).

(c) Each of the Lenders and the LC Issuer, and by accepting the benefits of the Collateral, each of the Lender Counterparties and the Cash Management Lenders, irrevocably authorize the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens and guaranties, termination statements, assignments, and other documents necessary or useful to accomplish or evidence the releases contemplated by Section 10.9(a)(i)(1), Section 10.9(a)(i)(3), Section 10.9(a)(iii), and Section 10.9(b) (and the Administrative Agent hereby agrees to take such actions at the request of the Borrower).

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Section 10.10. Agency for Perfection. The Administrative Agent and each Lender hereby appoint each of the Administrative Agent and each other Lender, respectively, as agent for the purpose of perfecting the Administrative Agent’s security interest in assets that, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such assets, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or in accordance with the Administrative Agent’s instructions or transfer control to the Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Administrative Agent, it being understood and agreed that such rights and remedies may be exercised only by the Administrative Agent.

Section 10.11. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the payment of principal, interest, and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default”. The Administrative Agent will notify each Lender of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be reasonably requested by the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof. Unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interests of the Lenders.

Section 10.12. Successor Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuer, and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (so long as no Event of Default exists), to appoint a successor Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the retiring Administrative Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges, and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), the retiring Administrative Agent’s resignation shall become immediately effective, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the LC Issuer (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such thirty (30) day period, the Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to the Borrower, the Lenders, and the LC Issuer, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications, and determinations provided to be made by, to, or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this section. The provisions of this Agreement (including the indemnification provisions herein) shall continue in effect for the benefit of any retiring Administrative Agent, its sub-agents, and their Related Parties after the effectiveness of its resignation hereunder and under the other Loan Documents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting or was continuing to act as Administrative Agent.

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Section 10.13. Disbursements of Loans; Payment and Sharing of Payment.

(a) Loan Advances, Payments, and Settlements; Interest and Fee Payments. The Administrative Agent shall have the right, on behalf of the Lenders (other than Non-Funding Lenders), to disburse funds to the Borrower for all of the Loans requested or deemed requested by the Borrower pursuant to the terms of this Agreement regardless of whether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Loans; provided that the Administrative Agent shall not advance any Loan pursuant to this clause (a) if the Facility Usage exceeds the Borrowing Base, either before or after giving effect to the making of any proposed Loan. The Administrative Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Lender, other than any Non-Funding Lenders, will fund its Pro Rata Share of all of the Loans requested by the Borrower. Each Lender (other than any Non-Funding Lenders) shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant hereto, or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile, or e- mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon on the date of funding of such Loan, and each such Lender shall, subject to the provisions of Article VII, pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to the Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13(a) shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the rate of interest then applicable to the Loans. Nothing in this Section 10.13(a) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

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On a Business Day of each week as selected from time to time by the Administrative Agent, or more frequently (including daily), if the Administrative Agent so elects (each such day being a “Settlement Date”), the Administrative Agent will advise each Lender by telephone, facsimile, or e-mail of the amount of each such Lender’s Pro Rata Share of the Facility Usage as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual Pro Rata Share of the Facility Usage to such Lender’s required Pro Rata Share of the Facility Usage as of any Settlement Date, the party from which such payment is due shall pay the Administrative Agent, without setoff or discount, to the Payment Account not later than noon on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first three (3) days following the scheduled date of settlement, and thereafter at the Default Rate for Base Rate Loans.

On each Settlement Date, the Administrative Agent shall advise each Lender by telephone, facsimile, or e-mail of the amount of such Lender’s Pro Rata Share of principal, interest, and fees paid for the benefit of the Lenders with respect to each applicable Loan, to the extent of such Lender’s credit exposure with respect thereto, and shall make payment to such Lender not later than noon on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Lender to the Administrative Agent, as the same may be modified from time to time by written notice to the Administrative Agent; provided, that, in the case such Lender is a Defaulting Lender, the Administrative Agent shall be entitled to set off the funding short-fall against that Defaulting Lender’s respective share of all payments received from the Borrower.

The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Credit Party.

(b) Return of Payments. If the Administrative Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by the Administrative Agent from the Borrower and such related payment is not received by the Administrative Agent, then the Administrative Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim, or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

If the Administrative Agent determines at any time that any amount received by the Administrative Agent under this Agreement must be returned to the Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, the Administrative Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Administrative Agent on demand any portion of such amount that the Administrative Agent has distributed to such Lender, together with interest at such rate, if any, as the Administrative Agent is required to pay to the Borrower or such other Person, without setoff, counterclaim, or deduction of any kind.

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(c) Defaulting Lenders. The failure of any Defaulting Lender to make any Loan or any payment required by it hereunder shall not relieve any other Lender of its obligations to make such Loan or payment, but neither any other Lender nor the Administrative Agent shall be responsible for the failure of any Defaulting Lender to make a Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document, except to the extent otherwise expressly provided for in Section 11.1.

(d) Sharing of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff, or otherwise) on account of any Loan (other than pursuant to the terms of Section 2.20) in excess of its pro rata share of payments entitled pursuant to the other provisions of this Section 10.13, such Lender shall purchase from the other Lenders such participations in extensions of credit made by such other Lenders (without recourse, representation, or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter required to be returned or otherwise recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender that has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery, without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this clause (d) may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency, or other similar law, any Lender receives a secured claim in lieu of a setoff to which this clause (d) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this clause (d) to share in the benefits of any recovery on such secured claim.

Section 10.14. Right to Perform, Preserve, and Protect. If any Credit Party fails to perform any obligation hereunder or under any other Loan Document, the Administrative Agent itself may, but shall not be obligated to, cause such obligation to be performed at the Borrower’s expense. The Administrative Agent is further authorized by the Borrower, the Lenders, and the LC Issuer to make expenditures from time to time that the Administrative Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve or protect the business conducted by the Borrower, the Collateral, or any portion thereof and/or (b) enhance the likelihood of, or maximize the amount of, repayment of the Loans and the other Obligations. The Borrower hereby agrees to reimburse the Administrative Agent on demand for any and all costs, liabilities, and obligations incurred by the Administrative Agent pursuant to this Section 10.14. Each Lender hereby agrees to indemnify the Administrative Agent upon demand for any and all costs, liabilities, and obligations incurred by the Administrative Agent pursuant to this Section 10.14, and all such amounts shall be deemed to be included within and covered by the Borrower’s indemnification obligation more particularly described in Section 9.2 of this Agreement.

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Section 10.15. Additional Titled Agents. Except for rights and powers, if any, expressly reserved under this Agreement to any bookrunner, arranger, or other titled agent named on the cover page of this Agreement, other than the Administrative Agent (collectively, the “Additional Titled Agents”), and except for obligations, liabilities, duties, and responsibilities, if any, expressly assumed under this Agreement by any Additional Titled Agent, no Additional Titled Agent, in such capacity, has any rights, powers, liabilities, duties, or responsibilities hereunder or under any of the other Loan Documents. Without limiting the foregoing, no Additional Titled Agent shall have nor be deemed to have a fiduciary relationship with any Lender or the LC Issuer, and each Lender and the LC Issuer acknowledges that it has not relied, and will not rely, on any of the Additional Titled Agents in deciding to enter into this Agreement or any other Loan Document or in taking or not taking any action hereunder or thereunder. At any time that any Lender serving as an Additional Titled Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loans and in the Commitments, such Lender shall be deemed to have concurrently resigned as such Additional Titled Agent.

Section 10.16. Agreement to Assignment of ISDA Master Agreement. Each Lender hereby agrees (on behalf of itself and any of its Affiliates party to a Hedging Contract with any Restricted Person) that the rights of the Restricted Persons under Hedging Contracts with such Lender (or, if applicable, its Affiliate) may be included in the Collateral.

Section 10.17. Lender Hedging Obligations and Cash Management Obligations. Except as otherwise expressly set forth herein or in any other Loan Document, no Lender Counterparty or Cash Management Lender that obtains the benefits of Section 8.3 or any other Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct, or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Lender Hedging Obligations and Cash Management Obligations unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty or Cash Management Lender, as the case may be.

Section 10.18. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Liability shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, the Letter of Credit Liabilities, and all of the other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the LC Issuer, and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Lenders, the LC Issuer, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the LC Issuer, and the Administrative Agent under Section 2.5, Section 2.11, and Article IX) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Lender and the LC Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements, and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.5 and Article IX.

Section 10.19. Certain ERISA Matters.

(a) Each Lender (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Additional Titled Agent, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit, or the Commitments;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer, and perform the Loans, the Letters of Credit, the Commitments, and this Agreement, (C) the entrance into, participation in, administration of, and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement; or

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(iv) such other representation, warranty, and covenant as may be agreed in writing between the Administrative Agent, in its discretion, and such Lender.

(b) In addition, unless either (i) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (ii) a Lender has provided another representation, warranty, and covenant in accordance with subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Additional Titled Agent, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, any Additional Titled Agent, or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments, and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan Document, or any documents related hereto or thereto).

Section 10.20. Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123, or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.1 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests, or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle or vehicles, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Secured Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle or vehicles) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

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Section 10.21. Erroneous Payments.

(a) If the Administrative Agent (i) notifies a Lender, an LC Issuer, or any other Secured Party, or any Person who has received funds on behalf of a Lender, an LC Issuer, or any other Secured Party (any such Lender, LC Issuer, other Secured Party, or other recipient (and each of their respective successors and assigns), a “Payment Recipient”), that the Administrative Agent has determined in its discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuer, other Secured Party, or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment, or repayment of principal, interest, fees, distribution, or otherwise, individually and collectively, an “Erroneous Payment”) and (ii) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.21 and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuer, or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

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(b) Without limiting immediately preceding clause (a), each Lender, LC Issuer, other Secured Party, or any Person who has received funds on behalf of a Lender, an LC Issuer, or any other Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment, or repayment (whether received as a payment, prepayment, or repayment of principal, interest, fees, distribution, or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment, or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment, or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment, or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuer, or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clause (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment, or repayment; and

(ii) such Lender, LC Issuer, or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y), and (z)) notify the Administrative Agent of its receipt of such payment, prepayment, or repayment, the details thereof (in reasonable detail), and that it is so notifying the Administrative Agent pursuant to this Section 10.21(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.21(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.21(a) or on whether or not an Erroneous Payment has been made.

(c) Each Lender, LC Issuer, and other Secured Party hereby authorizes the Administrative Agent to set off, net, and apply any and all amounts at any time owing to such Lender, LC Issuer, or other Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuer, or other Secured Party under any Loan Document with respect to any payment of principal, interest, fees, or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

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(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitment) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of such Loans (but not such Commitment), the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitment which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitment of any Lender and such Commitment shall remain available in accordance with the terms of this Agreement.

(ii) Subject to Section 11.4 (but excluding, in all events, any assignment, consent, or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies, and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

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(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, an LC Issuer, or any other Secured Party, to the rights and interests of such Lender, LC Issuer, or other Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Credit Parties’ Secured Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge, or otherwise satisfy any Secured Obligations owed by the Borrower or any other Credit Party; provided that this Section 10.21 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that, for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense, or right of set-off or recoupment with respect to any demand, claim, or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements, and waivers under this Section 10.21 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or an LC Issuer, the termination of the Commitments, and/or Payment in Full.

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ARTICLE XI - Miscellaneous

Section 11.1. Waivers and Amendments; Acknowledgments.

(a) Waivers and Amendments. No failure or delay (whether by course of conduct or otherwise) by any Lender Party in exercising any right, power, or remedy that such Lender Party may have under any of the Loan Documents shall operate as a waiver thereof or of any other right, power, or remedy, nor shall any single or partial exercise by any Lender Party of any such right, power, or remedy preclude any other or further exercise thereof or of any other right, power, or remedy. No waiver of any provision of any Loan Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed as provided below in this section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on any Credit Party shall in any case of itself entitle any Credit Party to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Documents set forth the entire understanding between the parties hereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification, or amendment of or supplement to this Agreement or the other Loan Documents shall be valid or effective against any party hereto unless the same is in writing and signed by (i) if such party is the Borrower, by the Borrower, (ii) if such party is the Administrative Agent or the LC Issuer, by such party, and (iii) if such party is a Lender, by such Lender or by the Administrative Agent on behalf of the Lenders with the written consent of the Required Lenders. Notwithstanding the foregoing or anything to the contrary herein, the Administrative Agent shall not, without the prior consent of each individual Lender, execute and deliver on behalf of such Lender any waiver or amendment that would: (1) waive any of the conditions specified in Article VII; (2) increase the Commitment of such Lender; (3) reduce any fees payable to such Lender hereunder, or the principal of, or interest on, such Lender’s Loans; (4) extend the Maturity Date, waive the provisions of Section 2.7, or postpone any date fixed for any payment of any such fees, principal, or interest; (5) amend the definition herein of “Required Lenders” or otherwise change the aggregate amount of Pro Rata Shares that are required for the Administrative Agent, the Lenders, or any of them to take any particular action under the Loan Documents; (6) release the Borrower from its obligation to pay such Lender’s Obligations or any Guarantor from its guaranty of such payment (except pursuant to Section 10.9(b)); (7) release all or substantially all of the Collateral (except pursuant to Section 10.9(a)); (8) amend the pro-rata sharing provisions in Section 10.13(d); (9) amend the definition herein of “Borrowing Base” or Section 2.8 in a manner that has the effect of increasing the Borrowing Base; or (10) amend this Section 11.1(a). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver, or consent hereunder (and any amendment, waiver, or consent that by its terms requires the consent of all of the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, and the principal amount of the Loans of any Defaulting Lender may not be decreased, without the consent of such Lender and (y) any waiver, amendment, or modification requiring the consent of all of the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the foregoing, any supplement to Section 3.13 of the Disclosure Schedule shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders, and, without the consent of any of the Lenders, the Borrower (or any other applicable Credit Party) and the Administrative Agent may (x) amend this Agreement or any other Loan Document in order to correct, amend, or cure any ambiguity, omission, inconsistency, illegality, or defect therein, or to correct any typographical error or other manifest error in any Loan Document or otherwise effectuate the intent of the parties hereto, (y) enter into any amendment, modification, or waiver of this Agreement or any other Loan Document, or enter into any new Loan Document, in order to provide for the Liens and Security Documents contemplated in the Loan Documents, and (z) enter into any supplement, amendment, or modification of this Agreement or any other Loan Document, or enter into any new Loan Document, in order to join additional Persons as Credit Parties or Guarantors.

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(b) Acknowledgments and Admissions. The Borrower hereby represents, warrants, acknowledges, and admits that (i) it has been advised by counsel in the negotiation, execution, and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant, or undertaking by any Lender Party, whether written, oral, or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings, or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, (iv) no Lender Party has any fiduciary obligation toward the Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between the Borrower and the other Credit Parties, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, provided that, solely for purposes of Section 11.4(c), the Administrative Agent shall act as a non-fiduciary agent of the Borrower in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Credit Party and any Lender Party, (vii) the Administrative Agent is not the Borrower’s Administrative Agent, but Administrative Agent for the Lender Parties, provided that, solely for purposes of Section 11.4(c), the Administrative Agent shall act as a non-fiduciary agent of the Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or a Default occur or exist, each Lender Party will determine in its discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the foregoing, the Borrower is not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or a Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and (x) all of the Lender Parties have relied upon the truthfulness of the acknowledgments in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.

(c) Joint Acknowledgment. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

Section 11.2. Survival of Agreements; Cumulative Nature. All of each Credit Party’s representations, warranties, covenants, and agreements in the Loan Documents shall survive the execution and delivery of this Agreement and the other Loan Documents and the performance hereof and thereof, including the making or granting of the Loans and the delivery of the Notes and the other Loan Documents, and shall further survive until Payment in Full. Notwithstanding the foregoing or anything herein to the contrary, any waivers or admissions made by any Credit Party in any Loan Document, any Obligations under Section 2.16 and/or Section 2.17, and any obligations that any Person may have to indemnify or compensate any Lender Party shall survive any termination of this Agreement or any other Loan Document. In addition, Articles VIII, IX and X shall survive until all of the Security Documents have been terminated. All statements and agreements contained in any certificate or other instrument delivered by any Credit Party to any Lender Party under any Loan Document shall be deemed representations and warranties by the Borrower or agreements and covenants of the Borrower under this Agreement. The representations, warranties, indemnities, and covenants made by the Credit Parties in the Loan Documents, and the rights, powers, and privileges granted to the Lender Parties in the Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to any Lender Party of any such representation, warranty, indemnity, covenant, right, power, or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty, indemnity, or covenant herein contained shall apply to any similar representation, warranty, indemnity, or covenant contained in any other Loan Document, and each such similar representation, warranty, indemnity, or covenant shall be subject only to those exceptions that are expressly made applicable to it by the terms of the Loan Documents.

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Section 11.3. Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, or sent by facsimile to the address or facsimile number, as applicable, specified for such person on the signature pages hereof or in the Lenders Schedule, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the telephone number specified for such person on the signature pages hereof or in the Lenders Schedule.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the LC Issuer hereunder may be delivered or furnished by electronic communication (including e- mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the LC Issuer pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower or any other Credit Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail, or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail, or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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(c) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform.

(i) The Borrower (and each Guarantor by signing its guaranty) agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuer and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Credit Parties, any Lender, or any other Person or entity for damages of any kind, including direct or indirect, special, incidental, or consequential damages, losses, or expenses (whether in tort, contract, or otherwise) arising out of the Borrower’s, any other Credit Party’s, the Administrative Agent’s, or any other Lender Party’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document, or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, any Lender, or the LC Issuer by means of electronic communications pursuant to this section, including through the Platform.

Section 11.4. Successors and Assigns; Joint and Several Liability.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations under any Loan Document without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this section, (ii) by way of participation in accordance with the provisions of subsection (d) of this section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy, or claim under or by reason of this Agreement, and except for the foregoing Persons there are no third party beneficiaries to this Agreement.

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(b) Assignments by the Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(1) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(2) of this section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, no minimum amount need be assigned; and

(2) in any case not described in subsection (b)(i)(1) of this section, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(2) of this section and, in addition:

(1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

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(2) the consent of the Administrative Agent shall be required if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender, or an Approved Fund with respect to such Lender; and

(3) the consent of the LC Issuer shall be required for any assignment.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (1) any Credit Party or any Credit Party’s Affiliates or Subsidiaries or (2) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle, or trust for, or owned and operated for the primary benefit of, a natural Person).

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of the Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the LC Issuer, and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all of the Loans and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of, and subject to the requirements of, Section 2.16, Section 2.17, Section 8.4, and Article IX with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding any provision of this Section 11.4, (i) the consent of the Borrower and its execution of an Assignment and Assumption shall not be required, and, unless requested by the Eligible Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment that occurs at any time when any Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall not unreasonably withhold or delay in providing any consent or executing any Assignment and Assumption otherwise required under this Section 11.4. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this section.

(c) Register. The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Borrower, shall maintain at one of its offices in the United States, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and each Lender Party shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Any assignment of any Loan or other Obligation hereunder, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender Party, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle, or trust for, or owned and operated for the primary benefit of, a natural Person, a Defaulting Lender, or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the LC Issuer, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 2.17(e) and Section 10.6 with respect to any payments made by such Lender to its Participant(s).

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification, or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification, or waiver described in the fifth sentence of Section 11.1(a) that affects such Participant. Subject to subsection (e) of this section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.16 and Section 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this section; provided that such Participant shall not be entitled to receive any greater payment under Section 2.16 or Section 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 10.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The Participant Register shall be available for inspection by the Administrative Agent or the Borrower at any reasonable time and from time to time upon reasonable prior notice; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(f) Joint and Several Liability. All of the Obligations that are incurred by two or more of the Credit Parties shall be their joint and several obligations and liabilities.

Section 11.5. Confidentiality. Each Lender Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self- regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative, or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement, or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating any Credit Party or its Subsidiaries or the credit facilities provided by this Agreement, or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to such credit facilities; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this section, or (y) becomes available to such Lender Party or any of its Affiliates on a non-confidential basis from a source other than a Credit Party. Notwithstanding the preceding provisions of this Section 11.5 to the contrary, the Administrative Agent may disclose the existence of this Agreement and information about this Agreement, as amended from time to time, to the “Gold Sheets” and other market data collectors and trade publications and in “tombstone” advertisements, such information to consist of deal terms and other information customarily found in such publications, services and advertisements.

For purposes of this section, “Information” means all of the information received from any Credit Party or any of its Subsidiaries relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to any Lender Party on a non-confidential basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Section 11.6. Governing Law; Submission to Process. THIS AGREEMENT, EACH NOTE, AND EACH OTHER LOAN DOCUMENT, AND ALL OF THE MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW, OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES; PROVIDED THAT THE MORTGAGES SHALL BE GOVERNED BY THE LAWS ELECTED THEREIN. THE BORROWER AND EACH OTHER CREDIT PARTY HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF DENVER, STATE OF COLORADO, AND IRREVOCABLY AGREE THAT, SUBJECT TO THE ADMINISTRATIVE AGENT’S ELECTION, ALL OF THE ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE BORROWER AND EACH OTHER CREDIT PARTY EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NONCONVENIENS. THE BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON THE BORROWER OR SUCH OTHER CREDIT PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE BORROWER OR SUCH OTHER CREDIT PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

Section 11.7. Limitation on Interest. The Lender Parties, the Credit Parties, and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof, such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance, or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. Neither any Credit Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. The Lender Parties expressly disavow any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys that are determined to constitute interest that would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to the Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Parties and the Credit Parties (and any other payors thereof) shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section, the term “applicable Law” means the Laws of the State of Colorado or the Laws of the United States, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future.

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Section 11.8. Severability. If any term or provision of any Loan Document shall be determined to be illegal or unenforceable, then all of the other terms and provisions of the Loan Documents shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable Law. Without limiting the foregoing provisions of this Section 11.8, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the LC Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 11.9. Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 7.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 11.10. Waiver of Jury Trial, Punitive Damages, Etc. EACH CREDIT PARTY AND LENDER PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH CREDIT PARTY AND LENDER PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH CREDIT PARTY AND LENDER PARTY WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. EACH CREDIT PARTY AND LENDER PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LEGAL PROCEEDING ANY “SPECIAL DAMAGES,” AS DEFINED BELOW. EACH CREDIT PARTY AND LENDER PARTY (X) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (Y) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.

Section 11.11. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by this Agreement, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facilities provided for hereunder and any related services in connection therewith (including in connection with any amendment, waiver, or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between each Credit Party and its Affiliates, on the one hand, and the Lender Parties, on the other hand, and each Credit Party is capable of evaluating and understanding and understands and accepts the terms, risks, and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver, or other modification hereof or thereof); (b) in connection with the process leading to such transaction, each Lender Party is and has been acting solely as a principal and is not the financial advisor, agent, or fiduciary for any Credit Party or any of its Affiliates, stockholders, creditors, or employees or any other Person; (c) no Lender Party has assumed nor will assume an advisory, agency, or fiduciary responsibility in favor any Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver, or other modification hereof or of any other Loan Document (irrespective of whether such Lender Party has advised or is currently advising any Credit Party or any of its Affiliates on other matters) and no Lender Party has any obligation to any Credit Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) each Lender Party and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their Affiliates, and the Lender Parties have no obligation to disclose any of such interests by virtue of any advisory, agency, or fiduciary relationship; and (e) the Lender Parties will not provide any legal, accounting, regulatory, or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver, or other modification hereof or of any other Loan Document) and each Credit Party has consulted its own legal, accounting, regulatory, and tax advisors to the extent it has deemed appropriate. Each of the Credit Parties hereby waives and releases, to the fullest extent permitted by Law, any claims that it may have against any Lender Party with respect to any breach or alleged breach of agency or fiduciary duty.

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Section 11.12. USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Credit Party in accordance with the Patriot Act.

Section 11.13. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.14. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

130 [Credit Agreement]

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation, and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 11.15. Amendment and Restatement. The parties hereto agree that this Agreement is a restatement of, an extension of, and amendment to the Original Credit Agreement, and that from and after the Closing Date, the terms of the Original Credit Agreement shall be superseded by the terms of this Agreement. This Agreement does not in any way constitute a novation of the Original Credit Agreement, but is an amendment and restatement of the same. It is understood and agreed that: (a) the Obligations (under and as defined in the Original Credit Agreement) of the Borrower under the Original Credit Agreement shall be deemed to be Obligations of the Borrower outstanding under this Agreement and (b) the Liens securing the Secured Obligations (under and as defined in the Original Credit Agreement) and the rights, duties, liabilities, and obligations of the Credit Parties under the existing Loan Documents (as defined in the Original Credit Agreement) shall not be extinguished but shall be carried forward and shall secure the Secured Obligations as amended, renewed, extended, and restated by this Agreement.

[Remainder of page intentionally left blank.]

131 [Credit Agreement]

IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first written above.

BNK PETROLEUM (US) INC.,
as Borrower
By:	/s/ Wolf E. Regener
Name:	Wolf E. Regener
Title:	President
Address:
3623 Old Conejo Road, Suite 207
Newbury Park, California 91320
Attention: Wolf E. Regener
Telephone: (805) 484-3613
Fax: (805) 484-9649

Signature Page

to Credit Agreement

BOKF, NA,
as Administrative Agent, LC Issuer, and a Lender
By:	/s/ Sonja Bruce
Name:	Sonja Bruce
Title:	Senior Vice President
Address:
1600 Broadway, Suite 1800
Denver, Colorado 80202
Attention: Sonja Bruce
Telephone: (303) 864-7354
Fax: (303) 864-7349

Signature Page

to Credit Agreement

SCHEDULE 1

LENDERS SCHEDULE

	Pro Rata Share			Commitment Amount
Lending Office:
BOKF, NA		100.000000000	%	$	75,000,000.00
1600 Broadway, Suite 1800 Denver, Colorado 80202
Telephone: (303) 864-7347
Fax: (303) 864-7349
Total:		100.000000000	%	$	75,000,000.00

Schedule 1

to Credit Agreement

SCHEDULE 2

DISCLOSURE SCHEDULE

To supplement the following sections of this Agreement of which this Schedule is a part, the Borrower hereby makes the following disclosures:

Section 1.1 Permitted Investments:

None.

Section 3.7 Other Obligations and Restrictions:

None.

Section 3.9 Litigation; Adverse Circumstances:

None.

Section 3.10 ERISA Plans and Liabilities:

None.

Section 3.12 Names and Places of Business:

None.

Section 3.13 Subsidiaries:

None.

Section 3.19 Marketing Arrangements:

1. Gas Gathering Agreement dated as of April 1, 2013, by and between BNK Petroleum (US) Inc. and XTO Energy Inc. as amended by First Amended Gas Gathering Agreement dated as of April 1, 2013, by and between BNK Petroleum (US) Inc. and XTO Energy Inc.

2. Letter Agreement dated effective as of September 1, 2016, by and between BNK Petroleum (US) Inc. and EnerWest Trading Co., L.C.

Section 3.20 Right to Receive Payment for Future Production:

None.

Schedule 2

to Credit Agreement

Section 3.23 Swap Agreements:

Type	Counterparty	Commodity	Effective Date	Termination Date	Total Volume Hedged (BBLS/MMBTU)		Price ($/BBL or $/MMBTU)		Estimated Mark to Market Value as of April 30, 2022
Swap	BOK	Oil – WTI	4/1/2022	9/30/2022		36,000	$	55.92	$	(1,596,122	)
Swap	BOK	Oil – WTI	4/1/2022	9/30/2022		24,000	$	56.70	$	(1,045,419	)
Swap	BOK	Oil – WTI	5/1/2022	12/31/2022		16,000	$	102.05	$	73,258
Swap	BOK	Oil – WTI	10/1/2022	12/31/2022		30,000	$	57.05	$	(1,061,238	)
Swap	BOK	Oil – WTI	1/1/2023	5/31/2023		45,000	$	56.02	$	(1,391,287	)
Swap	BOK	Oil – WTI	6/1/2023	12/31/2023		63,000	$	64.90	$	(1,052,226	)
Swap	BOK	Oil – WTI	1/1/2024	5/31/2024		40,000	$	62.77	$	(579,173	)

Schedule 2

to Credit Agreement

SCHEDULE 3

SECURITY SCHEDULE

1. Amended and Restated Security Agreement dated as of the Closing Date, by BNK Petroleum (US) Inc., as a Grantor, and each other Grantor party thereto from time to time, in favor of BOKF, NA, as Secured Party.

2. Amended and Restated Pledge Agreement dated as of the Closing Date, by Kolibri Global Energy Inc., as a Grantor, in favor of BOKF, NA, as Secured Party.

3. Amended and Restated Pledge Agreement dated as of the Closing Date, by BNK Petroleum Holding Inc., as a Grantor, in favor of BOKF, NA, as Secured Party.

4. Amended and Restated Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated as of the Closing Date, from BNK Petroleum (US) Inc. to BOKF, NA, as Administrative Agent.

5. Amended and Restated Guaranty dated as of the Closing Date, by BNK Petroleum Holding Inc. and Kolibri Global Energy Inc., each as a Guarantor, and each other Guarantor party thereto from time to time, in favor of BOKF, NA, as Administrative Agent.

6. Deposit Account Control Agreement dated as of June 13, 2017, by and among BNK Petroleum (US) Inc., as Debtor, BOKF, NA, as Secured Party, and ZB, NA dba Vectra Bank Colorado, as Bank.

7. UCC-1 Financing Statements relating to the above-described Security Documents.

Schedule 3

to Credit Agreement

EXHIBIT A

NOTE

Denver, Colorado [                    ]

FOR VALUE RECEIVED, the undersigned, BNK PETROLEUM (US) INC., a Texas corporation (the “Borrower”), hereby promises to pay to [                    ] or its registered assigns (the “Lender”) the principal sum equal to the Lender’s Commitment under the Credit Agreement (as hereinafter defined), or, if greater or less, the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to the terms of the Credit Agreement, together with interest on the unpaid principal balance thereof as set forth in the Credit Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of the Administrative Agent under the Credit Agreement, or at such other place as from time to time may be designated by the holder of this Note.

This Note (a) is issued and delivered under that certain Amended and Restated Credit Agreement dated as of May 19, 2022, by and among the Borrower, BOKF, NA, as Administrative Agent and LC Issuer, and the lenders (including the Lender) from time to time party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations, and duties of the parties hereto and for the meanings assigned to capitalized terms used and not defined herein and to the Security Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto.

The principal amount of this Note, together with all of the interest accrued hereon, shall be due and payable in full on the Maturity Date.

Notwithstanding the foregoing paragraph and all of the other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest that, under applicable Law, may be contracted for, charged, or received on this Note, and this Note is expressly made subject to the provisions of the Credit Agreement that more fully set out the limitations on how interest accrues hereon.

If this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established, or collected in any court or in any bankruptcy, receivership, debtor relief, probate, or other court proceedings, the Borrower and all of the endorsers, sureties, and guarantors of this Note jointly and severally agree to pay reasonable attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder.

[Credit Agreement]

The Borrower and all of the endorsers, sureties, and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions, and covenants, or any releases or substitutions of any security, or any delay, indulgence, or other act of any trustee or any holder hereof, whether before or after maturity.

This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Colorado (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law.

[Remainder of page intentionally left blank.]

[Credit Agreement]

Exhibit A – Page 2 [Credit Agreement]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered as of the date first set forth above.

BNK PETROLEUM (US) INC.

By:

Name:

Title:

Exhibit A – Page 3 [Credit Agreement]

EXHIBIT B-1

BORROWING NOTICE

Reference is made to that certain Amended and Restated Credit Agreement dated as of May 19, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BNK PETROLEUM (US) INC., a Texas corporation (the “Borrower”), BOKF, NA, as Administrative Agent and LC Issuer, and the Lenders from time to time party thereto. Terms that are defined in the Credit Agreement and that are used but not defined herein have the meanings given to them in the Credit Agreement. In accordance with Section 2.2 of the Credit Agreement, the Borrower hereby requests a Borrowing of new Loans as follows:

Aggregate amount of Borrowing:	$	______________
Type of Loans in Borrowing:		______________
Date on which Loans are to be advanced:1		______________
Length of Interest Period for SOFR Loans, if applicable:		________months
If being combined with existing Loans, see the attached Continuation/Conversion Notice.

To induce the Lenders to make such Loans, the Borrower hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Lender that:

(a) The undersigned is a duly elected or appointed, qualified, and acting Responsible Officer of the Borrower having all necessary authority to act for the Borrower in making the request herein contained.

(b) All of the representations and warranties made by any Credit Party in any Loan Document are true and correct in all respects on and as of the date hereof as if such representations and warranties had been made as of the date hereof, except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty is true and correct in all respects as of such specific date, and except that the representations and warranties contained in Section 3.6(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 4.2(a) and Section 4.2(b) of the Credit Agreement.

(c) No Default exists as of the date hereof, and no Default will exist immediately after the making of the Loans requested hereby.

(d) No development or event has occurred that has caused or could reasonably be expected to cause a Material Adverse Change since the date of the most recently delivered financial statements pursuant to Section 4.2(a) of the Credit Agreement (or, until the initial delivery of such financial statements, since December 31, 2021).

¹ This date must be a Business Day.

Exhibit B-1 – Page 1 [Credit Agreement]

(e) Except to the extent waived in writing as provided in Section 11.1(a) of the Credit Agreement, the Borrower has performed and complied with all of the agreements and conditions in the Credit Agreement required to be performed or complied with by the Borrower on or prior to the date hereof, and each of the conditions precedent to the making of Loans contained in the Credit Agreement remains satisfied.

(f) The Facility Usage, immediately after the making of the Loans requested hereby, will not be in excess of the lesser of (i) the Borrowing Base or (ii) the Aggregate Commitment in effect on the date requested for the making of such Loans.

(g) If the principal amount of such Borrowing plus the aggregate amount of cash and Cash Equivalents of the Restricted Persons at the time of such Borrowing (before giving effect thereto) would result in the Restricted Persons having any Excess Cash, then (x) all or a portion of the proceeds of the Borrowing will be used on the date of such Borrowing and (y) after giving effect to such use of proceeds, the Restricted Persons will not have any Excess Cash. Attached hereto as Schedule 1 is a true and correct calculation of pro forma Excess Cash immediately after giving effect to the Borrowing requested hereby (and any application of the proceeds thereof on the date of such Borrowing).

(h) The Loan Documents have not been modified, amended, or supplemented by any unwritten representations or promises, by any course of dealing, or by any other means not provided for in Section 11.1(a) of the Credit Agreement. The Credit Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects.

[Remainder of page intentionally left blank.]

Exhibit B-1 – Page 2 [Credit Agreement]

The Responsible Officer of the Borrower signing this instrument hereby certifies that, to the best of his knowledge after due inquiry, the above representations, warranties, acknowledgments, and agreements of the Borrower are true, correct, and complete.

IN WITNESS WHEREOF, this instrument is executed and delivered as of  __________, 20 __.

BNK PETROLEUM (US) INC.

By:

Name:

Title:

Exhibit B-1 – Page 3 [Credit Agreement]

SCHEDULE 1

TO

BORROWING NOTICE

CALCULATION OF PRO FORMA EXCESS CASH

1.		Aggregate amount of cash and Cash Equivalents of the Restricted Persons immediately before giving effect to the Borrowing requested hereby:	$
2.		Aggregate amount of the requested Borrowing:	$
3.		Pro forma aggregate amount of cash and Cash Equivalents of the Restricted Persons immediately after giving effect to the Borrowing requested hereby (the sum of items 1 and 2 above, net of any application of the proceeds of such Borrowing on the date of such Borrowing):	$
	4.	Excess Cash Threshold:	$	2
	5.	Aggregate amount of cash set aside to pay in the ordinary course of business amounts, including capital expenditures and royalty obligations, of the Restricted Persons then due and owing to unaffiliated third parties and for which the Restricted Persons have issued checks or have initiated wires or ACH transfers in order to pay such amounts (or will, within sixty (60) days, issue checks or initiate wires or ACH transfers in order to pay such amounts):	$
	6.	Aggregate amount of cash constituting purchase price deposits held in escrow by or on behalf of any unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with such unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits:	$
	7.	Aggregate amount of cash to be used by any Restricted Person within sixty (60) days to pay the purchase price for property to be acquired by such Restricted Person pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment of such purchase price:	$
8.		Excess Cash (any positive remainder of (A) item 3 above, minus (B) the sum of items 4 through 7 above):	$	3
9.		Excess Cash immediately after giving effect to the Borrowing requested hereby:		Y (or) N

² NTD: Items 5 through 7 are not required to be calculated if the sum of items 1 and 2 does not exceed the Excess Cash Threshold.

³ NTD: This amount must be $0.

Exhibit B-1 – Page 4 [Credit Agreement]

EXHIBIT B-2

CONTINUATION/CONVERSION NOTICE

Reference is made to that certain Amended and Restated Credit Agreement dated as of May 19, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BNK PETROLEUM (US) INC., a Texas corporation (the “Borrower”), BOKF, NA, as Administrative Agent and LC Issuer, and the Lenders from time to time party thereto. Terms that are defined in the Credit Agreement and that are used but not defined herein have the meanings given to them in the Credit Agreement. In accordance with Section 2.3 of the Credit Agreement, the Borrower hereby requests a Continuation or Conversion of existing Loans into a new Borrowing as follows:

Existing Borrowing(s) to be Continued or Converted:
$ __________ of SOFR Loans with Interest Period ending  __________.
$ __________of Base Rate Loans.
If being combined with new Loans, see the attached Borrowing Notice.
Aggregate amount of Borrowing:	$	______________
Type of Loans in Borrowing:		______________
Date of Continuation or Conversion:4		______________
Length of Interest Period for SOFR Loans, if applicable:		________months

To satisfy the conditions set forth in the Credit Agreement for such Continuation or Conversion, the Borrower hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Lender that:

(a) The undersigned is a duly elected or appointed, qualified, and acting Responsible Officer of the Borrower having all necessary authority to act for the Borrower in making the request herein contained.

(b) No Default or Borrowing Base Deficiency exists as of the date hereof.

(c) The Loan Documents have not been modified, amended, or supplemented by any unwritten representations or promises, by any course of dealing, or by any other means not provided for in Section 11.1(a) of the Credit Agreement. The Credit Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects.

[Remainder of page intentionally left blank.]

⁴ This date must be a Business Day.

Exhibit B-2 – Page 1 [Credit Agreement]

The Responsible Officer of the Borrower signing this instrument hereby certifies that, to the best of his knowledge after due inquiry, the above representations, warranties, acknowledgments, and agreements of the Borrower are true, correct, and complete.

IN WITNESS WHEREOF, this instrument is executed and delivered as of __________ , 20 __.

BNK PETROLEUM (US) INC.

By:

Name:

Title:

Exhibit B-2 – Page 2 [Credit Agreement]

EXHIBIT C

COMPLIANCE CERTIFICATE

Reference is made to that certain Amended and Restated Credit Agreement dated as of May 19, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BNK PETROLEUM (US) INC., a Texas corporation (the “Borrower”), BOKF, NA, as Administrative Agent and LC Issuer, and the Lenders from time to time party thereto, which Credit Agreement is in full force and effect on the date hereof. Terms that are defined in the Credit Agreement and that are used but not defined herein have the meanings given to them in the Credit Agreement.

This Compliance Certificate is furnished pursuant to Section 4.2(c) of the Credit Agreement. Together herewith the Borrower is furnishing the Parent’s (and, as applicable, the Borrower’s) *[audited/unaudited] financial statements (the “Financial Statements”) as of ___________. The undersigned Responsible Officer of each of the Parent and the Borrower hereby certifies to the Lender Parties that:

(a) The Financial Statements, which are being delivered with this Compliance Certificate in accordance with Section 4.2 of the Credit Agreement, (i) fairly present in all material respects the results of operations and consolidated financial condition of the Parent and the Borrower as of the dates and the accounting period covered by the Financial Statements (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and the absence of footnotes) and (ii) satisfy the requirements of the Credit Agreement.

(b) I have reviewed the terms of the Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties during the accounting period covered by the Financial Statements. Such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is undertaking, and proposes to take with respect thereto.

(c) The Borrower was in compliance with Section 2.7(c) of the Credit Agreement at the end of the most recent Excess Cash Test Day, as demonstrated by the calculation of Excess Cash below.

[__________]⁵

(d) The Borrower is in compliance with the covenants contained in Article VI of the Credit Agreement, as demonstrated by the calculation of such covenants below, except as set forth below.

[__________]⁶

[Remainder of page intentionally left blank.]

⁵ NTD: Insert covenant calculations.

⁶ NTD: Insert covenant calculations.

Exhibit C – Page 1 [Credit Agreement]

IN WITNESS WHEREOF, the undersigned Responsible Officer of the Borrower has executed and delivered this Compliance Certificate this ____ day of ___________, ____.

KOLIBRI GLOBAL ENERGY INC.

By:

Name:

Title:

BNK PETROLEUM (US) INC.

By:

Name:

Title:

Exhibit C – Page 2 [Credit Agreement]

SCHEDULE 1 TO EXHIBIT C

Description of Defaults

[__________].

Exhibit C – Page 4 [Credit Agreement]

EXHIBIT D

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]⁷ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]⁸ Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]⁹ hereunder are several and not joint.]¹⁰ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

⁷ For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

⁸ For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

⁹ Select as appropriate.

¹⁰ Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit D – Page 1 [Credit Agreement]

1. Assignor[s]:  _______________________________

[Assignor [is] [is not] a Defaulting Lender]

2. Assignee[s]: _______________________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3. Borrower: BNK PETROLEUM (US) INC., a Texas corporation.

4. Administrative Agent: BOKF, NA, as administrative agent under the Credit Agreement.

5. Credit Agreement: Amended and Restated Credit Agreement dated as of May 19, 2022, by and among BNK PETROLEUM (US) INC., a Texas corporation, the Lenders from time to time party thereto, and BOKF, NA, as Administrative Agent and LC Issuer.

6. Assigned Interest[s]:

Assignor[s]11	Assignee[s]12	Aggregate Amount of Commitment / Loans for all Lenders13	Amount of Commitment / Loans Assigned	Percentage Assigned of Commitment / Loans14
		$	$	%
		$	$	%
		$	$	%

[7. Trade Date:______________________ ]¹⁵

[Remainder of page intentionally left blank.]

¹¹ List each Assignor, as appropriate.

¹² List each Assignee, as appropriate.

¹³ Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

¹⁴ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹⁵ To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

Exhibit D – Page 2 [Credit Agreement]

Effective Date: ___________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:

Name:

Title:

[Consented to and]¹⁶ Accepted:

BOKF, NA, as

Administrative Agent

By:

Name:

Title:

[Consented to]¹⁷:

By:

Name:

Title:

¹⁶ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹⁷ To be added only if the consent of the Borrower and/or other parties (e.g., the LC Issuer) is required by the terms of the Credit Agreement.

Exhibit D – Page 3 [Credit Agreement]

ANNEX 1 to Assignment and Assumption

BNK PETROLEUM (US) INC.

STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

Exhibit D – Page 4 [Credit Agreement]

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts that have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts that have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of Colorado.

Exhibit D – Page 5 [Credit Agreement]

EX-99.37

Exhibit 99.37

FORM 51-101F1 –

STATEMENT OF RESERVES DATA

AND OTHER OIL AND GAS INFORMATION

For the Year Ended December 31, 2022

March 13, 2023

TABLE OF CONTENTS

PART 1: INTRODUCTION		4
PART 2: DISCLOSURE OF RESERVES DATA		5
	2.1 Reserves Data (Forecast Prices and Costs)	5
PART 3: PRICING ASSUMPTIONS		7
	3.1 Forecast Prices Used in Estimates	7
PART 4: RECONCILIATIONS OF CHANGES IN RESERVES AND FUTURE NET REVENUE		8
	4.1 Reserves Reconciliation	8
PART 5: ADDITIONAL INFORMATION RELATING TO RESERVES DATA		9
	5.1 Undeveloped Reserves	9
	5.2 Significant Factors or Uncertainties	10
	5.3 Future Development Costs	10
PART 6: OTHER OIL AND GAS INFORMATION		11
	6.1 Oil and Gas Properties and Wells	11
	6.2 Properties with No Attributed Reserves	13
	6.3 Forward Contracts	13
	6.4 Tax Horizon	13
	6.5 Costs Incurred	14
	6.6 Exploration and Development Activities	14
	6.7 Production Estimates	15
	6.8 Production History	15
PART 7: NOTES		16

-2-

GLOSSARY OF TERMS

“AIF” refers to the Company’s Annual Information Form filed on SEDAR;

“AIT” stands for ‘After Income Taxes’;

“BIT” stands for ‘Before Income Taxes’;

“Company” or “KEI” means Kolibri Global Energy Inc.;

“NSAI” means Netherland, Sewell & Associates, Inc., independent petroleum engineering consultants of Houston, Texas, U.S.;

“NI 51-101” refers to National Instrument 51-101; and

“Woodford Sale” means the sale by BNK US of its Tishomingo field assets, excluding the Caney and Upper Sycamore formations, the completion of which was announced by the Company on April 21, 2013.

Abbreviations

Bbl	Barrel
Bbls	Barrels
Bcfe	Billion cubic feet of gas equivalent
Boe	Barrels of oil equivalent (converted at 6 Mcf to 1 Boe)
Bopd	Barrels of oil per day
Mbbls	Thousand barrels
MMboe	Millions of barrels of oil equivalent
Mcf	Thousand cubic feet
MMcf	Million cubic feet
Mcf/d	Thousand cubic feet per day
Bcf	Billion cubic feet

-3-

PART 1: INTRODUCTION

The effective date of the information being provided in this statement is December 31, 2022. The preparation date of the information being provided in this statement is March 13, 2023. For a glossary of terminology and definitions relating to the information included within this statement (including the aforementioned dates), readers are referred to NI 51-101.

Reserves and Future Net Revenue

The following is a summary of the oil and natural gas reserves and the net present values of future net revenue of Kolibri Global Energy Inc.’s wholly owned subsidiary BNK Petroleum (U.S.) Inc. as evaluated by NSAI. The Company’s only property with assigned reserves and gathering revenue is the Tishomingo field in Oklahoma, U.S. NSAI is an independent qualified reserves evaluator appointed by the Company pursuant to NI 51-101. Readers should note that totals in the following tables may not add due to rounding.

The estimated future net revenue figures contained in the following tables do not necessarily represent the fair market value of the Company’s reserves. There is no assurance that the forecast prices and cost assumptions used by NSAI in its report to the Company will be attained and variances could be material. NSAI’s report to the Company contained additional assumptions relating to costs and other matters. The recovery and reserves estimates attributed to the Company’s properties described herein are estimates only. The actual reserves attributed to the Company’s properties may be greater or less than those calculated.

All dollar values are expressed in U.S. dollars, unless otherwise indicated.

Cautionary Statements

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.

BOEs may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

-4-

PART 2: DISCLOSURE OF RESERVES DATA

2.1 Reserves Data (Forecast Prices and Costs)

	United States
	Tight Oil				Shale Gas				Natural Gas Liquids
Reserve Category	KEI Gross (Mbbl)		Net (Mbbl)		KEI Gross (MMcf)		Net (MMcf)		KEI Gross (Mbbl)		Net (Mbbl)
Proved
Developed Producing		4,364		3,425		4,165		3,269		874		686
Undeveloped		20,584		16,212		18,190		14,253		3,795		2,973
Total Proved		24,948		19,637		22,355		17,522		4,668		3,659
Probable		14,547		11,532		17,221		13,683		3,593		2,855
Total Proved Plus Probable		39,495		31,169		39,576		31,205		8,261		6,514
Possible		16,906		13,559		16,597		13,245		3,462		2,763
Total Proved Plus Probable Plus Possible		56,401		44,728		56,173		44,450		11,724		9,277

Notes: May not add due to rounding. The Company’s reserves are derived from non-conventional oil and gas activities. The Company’s reserves are contained in a shale oil reservoir from which gas and natural gas liquids are produced as by-products.

Summary of Oil & Gas Reserves
As of December 31, 2022
Forecast Prices & Costs
	Reserves Total
Reserve Category	KEI Gross (MBOE)		Net (MBOE)
Proved
Developed Producing		5,932		4,656
Undeveloped		27,411		21,561
Total Proved		33,342		26,216
Probable		21,010		16,668
Total Proved Plus Probable		54,352		42,884
Possible		23,134		18,530
Total Proved Plus Probable Plus Possible		77,487		61,413

Note: May not add due to rounding. Boe basis: 6 Mcf to 1 Bbl

-5-

Net Present Value of Future Net Revenue
As of December 31, 2022
Forecast Prices & Costs
	Net Present Value of Future Net Revenue ($ millions)
	Before Income Tax											After Income Tax
Reserve Category		0	%	5	%	10	%	15	%	20	%		0	%	5	%	10	%	15	%	20	%
United States
Proved
Developed Producing		262.8		187.3		147.9		124.1		108.3			262.8		187.3		147.9		124.1		108.3
Undeveloped		933.1		556.1		366.9		257.0		186.3			657.8		420.6		280.8		194.2		137.4
Total Proved		1,195.9		743.4		514.8		381.1		294.7			920.6		607.9		428.7		318.3		245.7
Probable		797.4		377.6		209.6		127.3		81.1			587.5		303.2		169.8		101.7		64.0
Total Proved Plus Probable		1,993.3		1,121.0		724.4		508.4		375.8			1,508.1		911.1		598.5		420.0		309.7
Possible		1,104.2		435.8		214.8		119.7		71.6			813.6		355.4		171.5		90.3		51.0
Total Proved Plus Probable plus Possible		3,097.5		1,556.8		939.2		628.1		447.4			2,321.7		1,266.5		770.0		510.3		360.7

Notes: May not add due to rounding. The after income tax net present values presented in the preceding table take into account available non-operating tax losses of $150.0 million and reflect the tax burden on the Company’s Tishomingo Field interests on a standalone basis, do not consider the business-entity-level tax situation or tax planning and do not provide an estimate of the value at the level of the business entity, which may be significantly different. The financial statements and the management’s discussion and analysis (MD&A) of the Company should be consulted for information at the level of the business entity.

Total Future Net Revenue (Undiscounted - by Reserve Category)
As of December 31, 2022
Forecast Prices & Costs ($ millions)
Reserve Category	Company Gross Revenue		Royalties		Operating Expenses		Severance Taxes		Develop. Costs		Abandonment & Reclamation Costs		Future Net Revenue BIT		Income Taxes		Future Net Revenue AIT
Total Proved		2,610.1		556.3		340.5		131.7		381.1		4.5		1,195.9		275.3		920.6
Total Proved Plus Probable		4,347.3		916.4		599.3		222.2		609.0		7.1		1,993.3		485.2		1,508.1
Total Proved Plus Probable Plus Possible		6,498.1		1,344.7		887.4		337.3		821.3		9.9		3,097.5		775.8		2,321.7

Total Future Net Revenue (NPV discounted 10%, BIT by Reserve Category)
As of December 31, 2022
Forecast Prices & Costs
	Tishomingo Field - Tight Oil, NGL & Shale Gas
Reserve Category	$ millions		Unit Value ($/boe)
Total Proved		514.8		19.6
Total Proved Plus Probable		724.4		16.9
Total Proved Plus Probable Plus Possible		939.2		15.3

-6-

PART 3: PRICING ASSUMPTIONS

3.1 Forecast Prices Used in Estimates

Forecast benchmark reference product price and inflation rate assumptions are summarized below. These forecast assumptions with adjustments were provided in the NSAI report.

Summary of Pricing & Inflation Rate Assumptions
As of December 31, 2022
Forecast Prices & Costs
			United States
Year	WTI*		Henry Hub*		NGL		Inflation Rate
	US$/bbl		US$/MMbtu		US$/bbl		%
2023		86.00		5.00		30.96
2024		84.00		4.50		30.24
2025		80.00		4.25		28.80
2026		81.60		4.34		29.38
2027		83.23		4.42		29.96
2028		84.90		4.51		30.56
2029		86.59		4.60		31.17
2030		88.33		4.69		31.80
2031		90.09		4.79		32.43
2032		91.89		4.88		33.08
								2.0

Note: Sproule Oil & Natural Gas Forecast from NSAI Report to the Company including adjustments for differentials; prices escalated @ 2% after 2032.

2022 weighted average prices were: $94.46 for oil, $7.12 for natural gas and $34.88 for NGLs.

-7-

PART 4: RECONCILIATIONS OF CHANGES IN RESERVES AND FUTURE NET REVENUE

4.1 Reserves Reconciliation

A reconciliation of changes to the Company’s gross (before deduction of royalties) proved, probable and proved plus probable reserves is provided below. This reconciliation reflects changes to the Company’s reserves estimated using forecast prices and costs.

	United States
	Tight Oil								Shale Gas									Natural Gas Liquids
	Proved			Probable		Proved + Probable			Proved			Probable			Proved + Probable			Proved			Probable			Proved + Probable
	(Mbbl)			(Mbbl)		(Mbbl)			(MMcf)			(MMcf)			(MMcf)			(Mbbl)			(Mbbl)			(Mbbl)
31-Dec-21		24,514.8			12,691.0		37,205.8			25,803.1			17,536.2			43,339.3			5,273.8			3,581.3			8,855.0
Extensions		558.5			827.9		1,386.5			355.7			545.7			901.3			74.2			113.8			188.0
Improved Recovery		-			-		-			-			-			-			-			-			-
Technical Revisions		327.7			1,028.0		1,355.6			(3,404.5	)		(861.1	)		(4,265.4	)		(598.7	)		(102.3	)		(701.0	)
Discoveries		-			-		-			-			-			-			-			-			-
Acquisitions		-			-		-			-			-			-			-			-			-
Dispositions		-			-		-			-			-			-			-			-			-
Economic Factors		-			-		-			-			-			-			-			-			-
Production		(453.0	)		-		(453.0	)		(399.4	)		-			(399.4	)		(81.1	)		-			(81.1	)
31-Dec-22		24,948.1			14,546.9		39,495.0			22,354.9			17,220.8			39,575.8			4,668.2			3,592.8			8,260.9

Note: May not add due to rounding. Boe basis: 6 Mcf to 1 Bbl. Changes under “Technical Revisions” include all changes due to revisions in forecast parameters associated with all wells.

-8-

PART 5: ADDITIONAL INFORMATION RELATING TO RESERVES DATA

5.1 Undeveloped Reserves

The Company’s undeveloped reserves exist in the Caney shale of its interests in the Tishomingo Field in Oklahoma, U.S. Most of these reserves are designated within the undeveloped category because significant capital expenditures will be required in order to render these reserves capable of production.

The following tables disclose the proved undeveloped and probable undeveloped reserves from the Company’s current net interest in the Tishomingo Field that were first attributed in each of the most recent three financial years:

	Oil (Mbbl)				Natural Gas MMcf				NGL
Proved Undeveloped Reserves	First Attributed		Booked at Year End		First Attributed		Booked at Year End		First Attributed		Booked at Year End
12/31/2020		48.2		16,881.1		466.3		16,955.3		0.0		3,418.5
12/31/2021		585.5		17,466.1		748.7		17,704.0		196.7		3,615.2
12/31/2022		0.0		16,212.4		485.7		14,252.9		179.4		2,973.4

	Oil (Mbbl)				Natural Gas MMcf				NGL
Probable Undeveloped Reserves	First Attributed		Booked at Year End		First Attributed		Booked at Year End		First Attributed		Booked at Year End
12/31/2020		0.0		9,937.2		305.7		14,216.9		0.0		2,866.4
12/31/2021		147.5		10,084.7		0.0		13,955.3		0.0		2,849.7
12/31/2022		929.6		11,014.3		0.0		13,147.7		0.0		2,742.7

Plans for future development of these undeveloped reserves (based on Forecast Prices and Costs) are summarized below:

United States of America Properties

Tishomingo Field, Oklahoma

NSAI assigns 27,410.3 Mboe (Company Gross Working Interest share) Proved Undeveloped and 21,009.8 Mboe (Company Gross Working Interest share) Probable Undeveloped reserves to the Tishomingo Field. The Proved Undeveloped reserves are forecast to be recoverable from the drilling of 11 wells in 2023 and 27, 19 and 5 wells in 2024, 2025 and 2026 respectively (10.92, 26.77, 13.07 and 1.2 net KEI wells). The Probable Undeveloped reserves are forecast to be recoverable from the drilling of 9 wells in 2025, 30 wells in 2026, 15 wells in 2027 and 7 in 2028 respectively (7.67, 15.77, 4.12 and 2.33 net KEI wells).

The production forecast is based on producing the existing wells and drilling the additional wells as listed above and applying the historical production behavior to the undeveloped well locations.

-9-

5.2 Significant Factors or Uncertainties

Estimates of economically recoverable oil and natural gas reserves (including natural gas liquids) and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as availability of capital to fund required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs. All of these estimates will vary from actual results. Estimates of the recoverable oil and natural gas reserves attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, will vary. The Company’s actual production, revenues, taxes, development and operating expenditures with respect to its reserves will vary from such estimates, and such variances could be material. Estimates of after-tax net present value are dependent on a number of factors including utilization of tax-loss carry forwards. In addition to the foregoing, other significant factors or uncertainties that may affect either the Company’s reserves or the future net revenue associated with such reserves include material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations.

Information on other important economic factors or significant uncertainties that may affect components of the reserves data and other oil and gas information contained in this Form 51-101F1 are contained in the Company’s Management Discussion and Analysis filed under the Company’s profile at www.SEDAR.com and in the AIF under “Risk Factors”.

5.3 Future Development Costs

A summary of the estimated development costs deducted in the estimation of future net revenue attributable to various reserves categories and prepared under various price and cost assumptions are summarized in the following table. The Company expects to fund its estimated future development costs through some combination of internally generated cash flow and debt or equity financing. There can be no guarantee that funds will be available when required to proceed with the development on the schedule contemplated herein or that the Board of Directors of the Company will allocate funding to develop all of the reserves requiring development. Failure to develop such reserves could negatively impact future net revenue.

Summary of Estimated Development Costs Attributed to Reserves
Forecast Prices & Costs
	Estimated Development Costs ($ millions)
	Total Proved		Total Proved + Probable
United States
2023		107.0		107.0
2024		199.4		199.4
2025		65.5		145.3
2026		9.2		109.3
2027+		-		48.0
Total		381.1		609.0

-10-

PART 6: OTHER OIL AND GAS INFORMATION

6.1 Oil and Gas Properties and Wells

The following discussion outlines the Company’s important properties, plants, facilities and installations:

United States

Tishomingo Field, Ardmore Basin, Oklahoma

In Oklahoma, the Company holds approximately 17,171 net acres of Caney shale acreage in the Tishomingo Field near Ardmore, OK. The Company sold all of its Woodford shale rights in the Tishomingo Field in April 2013 and commenced the exploration phase to develop the oily Caney shale. A subsequent transaction in 2015 resulted in the Company obtaining a 4.9% working interest in one section and participating in four Woodford shale horizontal wells which were completed in 2016. The Company plans additional development drilling in this field with the objective of increasing production and reserves.

In 2013, the Company drilled 5 Caney horizontal wells to increase its reserves, oil production and to better understand the Caney formation. By December 31, 2013, the 5 wells were fracture stimulated with 4 wells on production. The 5^th well began production in early January 2014. The Company’s exit production from the Tishomingo Field at December 31, 2013 was approximately 1,040 boepd. KEI’s 2013-year end proved reserves, with an effective date of 12/31/13 were 4 million boe.

In 2014, the Company drilled 5 Caney horizontal wells, fracture stimulated 3 of them, fracture stimulated one third of another well and completed the stimulation of one well that had been drilled in 2013 that had not been fully stimulated. The remaining wellbores were stimulated in 2015. The Company’s exit production rate from the field was approximately 1,400 boepd, which did not include one well that began producing oil in early January 2015. KEI’s 2014 year end proved reserves, with an effective date of 12/31/14 in the Tishomingo Field increased to an estimated 12 million boe.

As noted above, in 2015 the Company completed 2 Caney horizontal wells that had been drilled in 2014. Due to the drastic drop in the price of oil the Company did not drill any additional wells in 2015. The Company averaged 1,367 boepd in the fourth quarter of 2015. KEI’s 2015 year end proved reserves in the Tishomingo Field, with an effective date of 12/31/15 increased to 17.7 million boe compared to the December 31, 2014 estimate, primarily due to upgrading into the proved and probable categories.

Due to the continued low oil prices through 2016, the Company did not complete any wells in 2016. KEI’s 2016 year end proved reserves in the Tishomingo Field increased to 18 million boe, primarily due to technical revisions as a result of the existing wells performing above previous forecasts. Company production averaged 1,045 BOEPD in 2016.

The Company’s 2017 drilling program, consisted of 3 horizontal Caney wells, two of which were drilled to the east of KEI’s previous Caney wells. These wells were successfully drilled under-budget and demonstrated solid operational execution and extended the play to the east. Fracture stimulation programs were modified and much higher proppant placement was achieved. KEI’s 2017 year end proved reserves increased by 40% to 25.2 million boe primarily due to probable and possible locations being converted to proved locations. KEI’s 2017 year end proved and probable reserves increased by 13% to 47.6 million boe. Average production for the year was 1,092 BOEPD since two of the wells came on late in the year. KEI’s 4^th quarter average production was 1,539 BOEPD.

In 2018 the Company drilled and participated in 4 horizontal Caney wells, 3 of them were operated by the Company. The remaining well was a 2-mile lateral, operated by a major oil company, who had the right to be the operator for that section. All the wells were successfully drilled on and or under budget. KEI’s 2018 year end proved reserves increased by 26% to 33.8 million boe primarily due to the new wells being drilled. KEI’s 2018 year end proved and probable reserves increased by 11% to 53.3 million boe. Both the proved and probable reserve increases are primarily a result of the new wells converting probable and possible reserve locations to the proven and probable categories. The proved reserves are estimated to be 76% oil, with the balance being shale gas and natural gas liquids. Average production for the year was 1,662 BOEPD.

-11-

In 2019 the Company did not drill any wells, but there was one well that was listed as PDNP at the end of 2018 that was brought on production, and KEI completed a few workovers to cleanout wellbores. KEI’s 2019 year-end proved reserves were down by 1% to 33.4 million boe. KEI’s 2019-year end proved and probable reserves, decreased by 1% to 52.6 million boe. There was no significant change to the proved, nor probable reserves since KEI did not drill any wells in 2019. The small change is attributed to the existing wells having had low decline rates matching previous assumptions. Average production was 1,379 BOEPD.

In 2020, due to the ultra low oil prices during COVID the Company did not drill any wells. KEI’s 2020 year-end proved reserves were down by 1% to 33.1 million boe. KEI’s 2020 year-end proved and probable reserves, decreased by 1% to 52.2 million boe. There was no significant change to the proved, nor probable reserves since KEI did not drill any wells in 2020. The small change is attributed to the existing wells having had low decline rate matching previous assumptions. Average production was 1,151 BOEPD.

In 2021, the Company did not drill any wells. KEI’s 2021 year end proved reserves were up by 3% to 34.1 million boe. KEI’s 2021 year-end proved and probable reserves, increased by 2% to 53.3 million boe. The small change to both the proved reserves and probable reserves is attributed to the existing wells performing well and due to longer anticipated life of wells due to higher forecast pricing, over last year’s extremely low pricing. Average production was 975 BOEPD.

In 2022, the Company drilled five wells. KEI’s 2022 year end proved reserves were down by 2% to 33.3 million boe, while the proved reserves of oil increased by 2% to 25.0 million barrels. KEI’s 2022 year-end proved and probable reserves increased by 2% to 54.4 million boe, while the proved reserves of oil increased by 6% to39.5 million barrels. The small change is due to the production in 2022 offset by proved and probable reserve additions, plus the percentage of oil increasing from 72 percent to 75 percent in the proved category and increasing from 70 percent to 73 percent in the proved plus probable category.

Oil & Gas Properties Associated with Reserves

As of December 31, 2022

Acreage

Developed

Undeveloped

Total

Plants, Facilities & Installation

Properties

Location

Gross

Net

Gross

Net

Gross

Net

United States

Tishomingo

Oklahoma, U.S.

25,652

17,101

2,560

70

28,212

17,171

Total

25,652

17,101

2,560

70

28,212

17,171

Oil & Gas Properties Associated with Reserves

As of December 31, 2022

United States

Tight Oil

Shale Gas

Natural Gas Liquids

Total

Gross

Net

Gross

Net

Gross

Net

Suspended (1)

Service (2)

Gross

Net

Oklahoma Producing

23

21.2

4.0

0.2

27

21.4

Oklahoma Non-Producing

Total

23

21.2

4.0

0.2

27

21.4

(1) Suspended wells may be capable of production but which, for a variety of reasons, including, but not limited to lack of markets or development are not placed on production at the present time. (2) Service wells are used for the disposal or injection of water or other in-field service operations related to oil and gas product.

-12-

6.2 Properties with No Attributed Reserves

The Company’s unproved properties, including those for which the Company expects its rights to explore, develop and exploit to expire within one year, are outlined in the following table.

Properties with no Attributed Reserves
As of December 31, 2022
		Undeveloped Acreage (Acres)				Company Interest		Work Commitments (existence, nature, timing & cost)
Properties	Location	Gross		Net		(%)
United States
McIntosh County	McIntosh County, OK		4,480		67		3	Held by production with small interests spread over numerous sections.
Total			4,480		67		3

6.3 Forward Contracts

The Company is not bound by any agreements which may impact the realization of future full market prices for its oil and gas production as described in this report, other than the financial commodity contracts listed below.

		Total Volume Hedged		Price
Commodity	Period	(BBLS)		($/BBL)
Oil – WTI Swap	January 1, 2023 to May 31, 2023		45,000	$	56.02
Oil – WTI Swap	January 3, 2023 to December 31, 2023		36,000	$	90.45
Oil – WTI Costless Collars	January 3, 2023 to December 29, 2023		48,000	$	70.00 - $94.00
Oil – WTI Swap	June 1, 2023 to December 31, 2023		63,000	$	64.90
Oil – WTI Swap	January 1, 2024 to May 31, 2024		40,000	$	62.77
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		6,000	$	65.00 - $79.50
Oil – WTI Costless Collars	January 2, 2024 to June 28, 2024		24,000	$	65.00 - $86.00
Oil – WTI Costless Collars	June 3, 2024 to June 28, 2024		8,000	$	60.00 - $78.15
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		21,000	$	60.00 - $86.65
Oil – WTI Costless Collars	July 1, 2024 to September 30, 2024		18,000	$	60.00 - $78.00

The Company has no transportation obligations or commitments for future deliveries which exceed its expected related future production from proved reserves, as estimated using forecast prices and costs.

6.4 Tax Horizon

The Company does not expect to be required to pay income taxes in the immediate foreseeable future.

-13-

6.5 Costs Incurred

For the year ended December 31, 2022, the Company incurred costs related to its acquisition, exploration and development activities as outlined in the following table.

	Cost Incurred ($ millions)
	United States
Property Acquisition Costs
Proved Properties		Nil
Unproved Properties/Wells		Nil
Exploration Costs		Nil
Development Costs*		37.1

* Includes $1.8 million of costs incurred in 2022 for wells that will be drilled in 2023.

6.6 Exploration and Development Activities

The Company’s drilling activity and results for the year ended December 31, 2022, are summarized in the following table. It should be noted that the data outlined in this table reflects those wells that the Company participated in and where the rig was released during the period.

	Exploratory Wells				Development Wells
	Gross		Net		Gross		Net
United States
Oil Wells		0.0		0.0		5.0		4.97
Gas Wells		0.0		0.0		0.0		0.0
Service Wells		0.0		0.0		0.0		0.0
Stratigraphic Test Wells		0.0		0.0		0.0		0.0
Dry Holes		0.0		0.0		0.0		0.0
Total Wells		0.0		0.0		5.0		4.97

The Company’s exploration and development activities are summarized as follows:

United States

During fiscal year 2022 KEI drilled 5 wells in its Tishomingo Field. The Company plans additional development drilling in the Tishomingo Field, OK with the objective of increasing production and reserves.

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6.7 Production Estimates

Estimated production volumes (before Royalties) derived from the first year (2022) of the cash flow forecasts prepared in conjunction with the Company’s reserves data included in the NSAI Report are provided in the following table.

Summary of Production Estimates
Proved + Probable Reserves Case
For Year 2023
	United States
	Tight Oil		Shale Gas		Natural Gas Liquids		Company Total
Reserve Category	(Mbbl)		(MMcf)		(Mbbl)		(Mboe)
United States
Tishomingo, OK		1,203.5		900.4		187.8		1,541.4
Total		1,203.5		900.4		187.8		1,541.4

(1) Significant fields represent greater than 20% of Company total (by country) of production in the first year of forecast

6.8 Production History

The Company’s historical production and netback data for period ended December 31, 2022 is presented below.

Summary of 2022 Company Share of Production & Netbacks
	United States
	Q1			Q2			Q3			Q4			Total Year
Company share of daily production before deduction of royalties
Shale Gas (Mcf/d)		922			1,271			1,083			969			1,061
Tight Oil (bopd)		714			1,439			1,252			1,551			1,241
NGLs (bopd)		186			277			269			155			222
Average ($/bbl or $/mcf)
Price received ($/boe)		74.97			92.02			80.89			72.47			80.82
Royalties paid		(16.50	)		(21.19	)		(17.96	)		(15.83	)		(18.07	)
Production costs		(9.56	)		(7.77	)		(7.77	)		(8.25	)		(8.19	)
Netback from operations		48.91			63.06			55.16			48.39			54.56
Price adjustment from commodity contracts		(12.03	)		(9.40	)		(5.47	)		(2.34	)		(6.77	)
Netback after adjustments		36.88			53.66			49.69			46.05			47.79
Total Production (mboe before deductions of royalties)		94.9			175.4			156.5			171.8			598.6

Boe basis: 6 Mcf to 1 Bbl

-15-

PART 7: NOTES

The following definitions and guidelines are contained in Section 5.4 of Volume 1 of the Canadian Oil and Gas Evaluation Handbook (Second Edition, September 1, 2007) prepared jointly by The Society of Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum (Petroleum Society) (the “COGE Handbook”) and have been prepared by the Standing Committee on Reserves Definitions of the CIM (Petroleum Society). Readers should consult the COGE Handbook for additional explanation and guidance. Certain other terms used in this Listing Application have the meanings assigned to them in NI 51-101 and accompanying Companion Policy 51-101 CP, adopted by the Canadian securities regulatory authorities.

Gross

(a) In relation to the Company’s interest in production or reserves, its “company gross reserves”, which are the Company’s working interest (operating or non-operating) share before deduction of royalties and without including any royalty interest of the Company.

(b) In relation to wells, the total number of wells in which the Company has an interest.

(c) In relation to properties, the total area of properties in which the Company has an interest.

Net

(a) In relation to the Company’s interest in production or reserves, the Company’s working interest (operating and non-operating) share after deduction of royalty obligations, plus the Company’s royalty interests in production or reserves.

(b) In relation to the Company’s interest in a property, the total area in which the Company has an interest multiplied by the working interest owned by the Company.

The following definitions apply to both estimates of individual reserves entities and the aggregate of reserves for multiple entities:

Reserve Categories

Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations from a given date forward, based on:

■ Analysis of drilling, geological, geophysical and engineering data;

■ The use of established technology; and

■ Specified economic conditions

Reserves are classified according to the degree of certainty associated with the estimates:

(a) Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

(b) Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

Development and Production Status

Each of the reserve categories (proved and probable) may be divided into developed and undeveloped categories:

(a) Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (for example, when compared to the cost of drilling a well) to put the reserves on production. The developed category may be subdivided into producing and non-producing.

-16-

(i) Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

(ii) Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.

(b) Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (for example, when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable) to which they are assigned.

In multi-well pools it may be appropriate to allocate total pool reserves between the developed and undeveloped categories or to subdivide the developed reserves for the pool between developed producing and developed non-producing. This allocation should be based on the estimator’s assessment as to the reserves that will be recovered from specific wells, facilities and completion intervals in the pool and their respective development and production status.

Levels of Certainty for Reported Reserves

The qualitative certainty levels referred to in the definitions above are applicable to individual reserve entities (which refers to the lowest level at which reserves calculations are performed) and to reported reserves (which refers to the highest level sum of individual entity estimates for which reserves are presented). Reported reserves should target the following levels of certainty under a specific set of economic conditions:

■ At least a 90 percent probability that the quantities actually recovered will equal or exceed the estimated proved reserves; and

■ At least a 50 percent probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable reserves.

A quantitative measure of the certainty levels pertaining to estimates prepared for the various reserves categories is desirable to provide a clearer understanding of the associated risks and uncertainties. However, the majority of reserves estimates will be prepared using deterministic methods that do not provide a mathematically derived quantitative measure of probability. In principle, there should be no difference between estimates prepared using probabilistic or deterministic methods.

Forecast prices and costs

Future prices and costs that are:

(a) Generally accepted as being a reasonable outlook of the future; and

(b) If, and only to the extent that, there are fixed or presently determinable future prices or costs to which the Company is legally bound by a contractual or other obligation to supply a physical product, including those for an extension period of a contract that is likely to be extended, those prices or costs rather than the prices and costs referred to in paragraph (a).

The forecast summary pricing table identifies benchmark reference pricing that apply to the Company.

-17-

EX-99.38

Exhibit 99.38

 

EX-99.39

Exhibit 99.39

FORM 51-101F3
REPORT OF MANAGEMENT AND DIRECTORS ON RESERVES DATA AND OTHER INFORMATON

Management of Kolibri Global Energy Inc. (the “Company”) is responsible for the preparation and disclosure of information with respect to the Company’s oil and gas activities in accordance with securities regulatory requirements. This information includes reserve data.

An independent qualified reserve evaluator has evaluated and reviewed the Company’s reserves data. The report of the independent qualified reserves evaluators will be filed with securities regulatory authorities concurrently with this report.

The Reserves Committee of the Board of Directors of the Company has:

1.	a) reviewed the Company’s procedures for providing information to the independent qualified reserves evaluator.
2.	b) met with the independent qualified reserves evaluator to determine whether any restrictions affected the ability of the independent qualified reserves evaluator to report without reservation; and
3.	c) reviewed the reserves data with management and the independent qualified reserves evaluator.

The Reserves Committee of the Board of Directors has reviewed the Company’s procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The Board of Directors has, on the recommendation of the Reserves Committee, approved:

1.	a) the content and filing with securities regulatory authorities of Form 51-101F1 containing reserves data and other oil and gas information.
2.	b) the filing of Form 51-101F2, which is the report of the independent qualified reserves evaluators on the reserves data; and
3.	c) the content and filing of this report.

Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

“Wolf Regener”

WOLF REGENER,

President & Chief Executive Officer

“Gary Johnson”

GARY JOHNSON,

Chief Financial Officer & Vice President

“Leslie O’Connor”

LESLIE O’CONNOR,

Director

“David Neuhauser”

DAVID NEUHAUSER,

Director

Dated this 13^th day of March, 2023

EX-99.40

Exhibit 99.40

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. announces the successful completion of the RIGHTS OFFERING raising CAD $8.6 million

Newbury Park, CALIFORNIA, January 4, 2022 - Kolibri Global Energy Inc. (the “Company”) (TSX:KEI, OTCQB:KGEIF) is pleased to announce the successful completion of its rights offering (the “Offering”). The Offering, which expired on December 29, 2021, raised gross proceeds of approximately CAD$8.6 million.

The Company intends to drill and complete two wells in its Tishomingo Field, Oklahoma using proceeds from the Offering together with US$2,000,000 to be borrowed pursuant to a committed increase to the Company’s credit facility borrowing base if certain other conditions are satisfied, as set out in more detail in the Company’s rights offering circular dated November 23, 2021.

The Company issued a total of 32,017,670 common shares under basic subscription privileges and a total of 87,647,375 common shares under additional subscription privileges in the Offering. In addition, 3,571,428 common shares will be issued to Polygon Global Partners LLP (“Polygon”) pursuant to the Company’s Stand-By Commitment Agreement (the “Stand-By Agreement”) with Polygon, which will be in addition to the common shares acquired by Polygon under its basic subscription privilege and additional subscription privilege.

The total number of issued and outstanding common shares of the Company upon completion of the Offering will be 356,159,098.

The Company will disclose additional information regarding the number of common shares acquired in the Offering by new and existing insiders once that information is available.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. No offer, solicitation or sale of these securities shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener

+1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” as such term is used in the United States, including statements regarding the Company’s intended use of the proceeds of the Offering, its ability to drill and complete two wells in Oklahoma, the satisfaction of conditions precedent to increase the Company’s credit facility, and the increase to the Company’s credit facility on favorable terms. Forward-looking information and statements are based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that the Offering will provide sufficient liquidity to support the Company’s intended use of the proceeds therefrom. Forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information or statements in this news release to change or to be inaccurate 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, the risk that the Offering will not provide the expected liquidity or benefits to the Company’s business or operations, risks that could cause the Company to allocate the proceeds of the Offering in a manner other than as disclosed, including all of the risks related to the Company’s business, financial condition, result of operations and cash flows and those factors detailed from time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review on sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.41

Exhibit 99.41

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 
Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BEGINS DRILLING BARNES 7-3H WELL

Newbury Park, CALIFORNIA, January 7, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is pleased to announce that its indirect wholly-owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has commenced drilling the Barnes 7-3H well in its Tishomingo field in Oklahoma.

The drilling of the Barnes 7-3H well is expected to take less than 30 days. The rig will then move to the Barnes 8-1H well to immediately begin drilling as the location is already built. The fracture stimulation of the Barnes 7-3H well is currently being scheduled.

Wolf Regener, President and CEO commented. “We are very pleased with our successful Rights offering that allowed us to drill these 2 wells and appreciate that we have the support and confidence of our shareholders.

Both of these well locations are in the heart of our field, where our best performing wells are located. By incorporating all the knowledge learned from our previous wells we are hoping that these wells will meet or even exceed our type-curve expectations which would significantly increase the Company’s cash flow at current prices and add incremental value to the shareholders.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

- 2 -

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws, including statements regarding the planned drilling and the potential results thereof. Forward-looking information and statements are based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates, and actual results to vary materially from those projected in such forward-looking information and statements. Factors that could cause the forward-looking information and statements in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions on which such forward looking information and statements are based vary or prove to be invalid, including 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 equipment failures, permitting delays labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.42

Exhibit 99.42

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES ADDITIONAL DETAILS REGARDING RIGHTS OFFERING

Newbury Park, CALIFORNIA, January 24, 2022 - Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is providing additional details of its rights offering (the “Offering”), which expired on December 29, 2021.

To the knowledge of the Company, only Polygon Global Partners LLP became an insider pursuant to the Offering. New and existing insiders, as a group, acquired an aggregate of 15,520,080 shares pursuant to basic subscription privileges and 50,327,366 shares pursuant to additional subscription privileges.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener

+1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.43

Exhibit 99.43

 

 

EX-99.44

Exhibit 99.44

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 
Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. COMPLETES DRILLING BARNES 7-3H WELL

Newbury Park, CALIFORNIA, January 27, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is pleased to announce that its indirect wholly-owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has successfully drilled and cased the Barnes 7-3H well (98.07% working interest) in its Tishomingo field in Oklahoma.

The completion of the Barnes 7-3H well has been scheduled for the middle of February, with flow back and production anticipated in March. The drilling rig will now rig down and immediately move to the Barnes 8-4H (99.8% working interest) location, which has already been built. The Barnes 8-4H well is also expected to take less than 30 days to drill. This well was renamed from Barnes 8-1H (as it was previously referred to in the Company’s prior news release) to Barnes 8-4H.

Wolf Regener, President and CEO commented. “Our team did a great job drilling the Barnes 7-3H well safely and on budget. We are looking forward to completing the Barnes 7-3H well, which is located in the heart of our field, where our best performing wells are located. The hydrocarbon shows recorded while drilling the lateral look comparable to our best wells. At the current oil price at over USD $80 a barrel, if this well performs along the expected type curve our netback from operations for this well are estimated to be over USD $49 per barrel of oil equivalent (BOE), which would lead to a substantial increase to the Company’s cash flow. For comparison purposes, the Company reported netback from operations of USD $35.87 per BOE for the three months ended September 30, 2021.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

- 2 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2020 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2020, which the Company filed on SEDAR on March 9, 2021.

Non-GAAP Measures

Netback from operations, netback including commodity contracts, net operating income and adjusted funds flow (collectively, the “Company’s Non-GAAP Measures”) are not measures recognized under Canadian generally accepted accounting principles (“GAAP”) and do not have any standardized meanings prescribed by GAAP. The Company’s Non-GAAP Measures are described and reconciled to the GAAP measures in the management’s discussion and analysis which are available under the Company’s profile at www.sedar.com and which is incorporated by reference herein.

This news release reports expected netback from operations for the Barnes 7-3H well. The Company considers the most directly comparable financial measure that is disclosed in the Company’s financial statements to be net income (loss) from continuing operations.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, production and estimated netbacks. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.45

Exhibit 99.45

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 
Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. COMPLETES DRILLING BARNES 8-4H WELL

Newbury Park, CALIFORNIA, February 16, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is pleased to announce that its indirect wholly-owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has successfully drilled and cased the Barnes 8-4H well (99.8% working interest) in its Tishomingo field in Oklahoma.

The completion operations for the Barnes 7-3H well (98.07% working interest), which the Company drilled and cased in January, are expected to commence on February 25^th, with flow back and production anticipated in March.

Wolf Regener, President and CEO commented. “Our team once again did a great job drilling the Barnes 8-4H well safely and on budget. The well was drilled in about 15 days, which was 4 days faster than the Barnes 7-3H well was drilled. We are looking forward to completing these new wells, both of which are located in the heart of our field, where our best performing wells are located. The hydrocarbon shows recorded while drilling the laterals look comparable to our best wells.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

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Cautionary Statements

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.46

Exhibit 99.46

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 
Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. COMPLETION OPERATIONS UNDERWAY ON BARNES 7-3H WELL

Newbury Park, CALIFORNIA, March 7, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is pleased to announce that its indirect wholly-owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) began completion operations last week on the Barnes 7-3H well (98.07% working interest) in its Tishomingo field in Oklahoma.

Wolf Regener, President, and CEO, commented. “I’m proud to say that our team is doing a great job and that the completion operations are going safely and are progressing well, with over half the stages having been completed already. We anticipate finishing the completion operations within the week. Once the completion equipment is rigged down and moved off, we will clean out the wellbore and begin the flow back of the well. The Company will update the market when we have stabilized production rates which are expected within a few weeks. With current market prices at their highest level since 2008, we are excited to be bringing on new production with unhedged pricing.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

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Cautionary Statements

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.47

Exhibit 99.47

3623 Old Conejo Road, Suite 207,
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. – 34.1 MILLION BOE

IN 2021 YEAR-END PROVED RESERVES

Newbury Park CALIFORNIA, March 8, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI), is providing the results of its December 31, 2021, independent reserves evaluation.

Wolf Regener, President, and CEO, commented. “We are very pleased that our proved reserves increased slightly (3% increase on a BOE basis), demonstrating the low decline rates of our production and the quality of our reservoir. The year after year of excellent reserve numbers demonstrates the favorable performance of our wells and the long life we anticipate from our field.

Our Proved Reserves value of US$358.8 million dollars (Net Present Value discounted at 10%), which increased 86% from the 2020 independent reserves evaluation, shows how valuable the Tishomingo Field is for the Company. Also of note is that the current oil strip pricing is far higher than the $73 and $70 oil pricing used for 2022 and 2023, respectively, in this reserves evaluation.

We have drilled two additional wells that are not accounted for in this December 31, 2021 reserves evaluation since they were started in 2022. The first of these two wells is currently being completed. We look forward to bringing these wells on production in the current price environment, which is expected to significantly increase the Company’s cash flow at current prices and add incremental value to the shareholders.”

The evaluation of the Company’s reserves in the Caney formation of the Tishomingo Field in the SCOOP area of Oklahoma was conducted by Netherland, Sewell & Associates, Inc. (“NSAI”) in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

2021 Gross Reserves Summary

●	Total Proved Reserves 34.1 million Barrels of oil equivalent (BOE)
		- an increase of 3% over the December 31, 2020 estimate
●	Proved plus Probable Reserves 53.3 million BOEs
		- an increase of 2% over the December 31, 2020 estimate
●	Proved plus Probable plus Possible Reserves 76.1 million BOEs
		- a decrease of 1% over the December 31, 2020 estimate

Net Present Value of Reserves discounted at 10%

●	Total Proved Reserves before tax of U.S. $358.8 million
		- an increase of 86% over the December 31, 2020 estimate
●	Proved plus Probable Reserves before tax of U.S. $492.2 million
		- an increase of 87% over the December 31, 2020 estimate
●	Proved plus Probable plus Possible Reserves before tax of U.S. $642.8 million
		- an increase of 76% over the December 31, 2020 estimate

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The above total Proved reserves are attributed to 18 of the Caney wells already drilled, four Woodford wells (4.9% working interest for the Company) and the drilling of 55.72 net additional wells over the next 3 years. The Probable reserves are attributed to the drilling of 28.3 net additional wells. The wells in this report are planned at 107 acre spacing (6 wells per section) on approximately 14,350 net acres.

	Summary of Oil & Gas Reserves
	Tight Oil				Shale Gas				Natural Gas Liquids				MBOE’s
Reserve Category	KEI Gross (Mbbl)		Net (Mbbl)		KEI Gross (MMcf)		Net (MMcf)		KEI (Mbbl)		Net (Mbbl)		KEI (Mbbl)		Net (Mbbl)
Proved
Developed Producing		2,308		1,805		3,205		2,510		659		516		3,501		2,739
Undeveloped		22,207		17,466		22,598		17,704		4,615		3,615		30,588		24,032
Total Proved		24,515		19,271		25,803		20,214		5,274		4,132		34,089		26,771
Probable		12,691		10,085		17,536		13,955		3,581		2,850		19,195		15,261
Total Proved Plus Probable		37,206		29,356		43,339		34,169		8,855		6,982		53,284		42,032
Possible		16,753		13,431		16,418		13,111		3,353		2,678		22,842		18,293
Total Proved Plus Probable Plus Possible		53,958		42,786		59,757		47,280		12,208		9,659		76,126		60,325

Net Present Value of Future Net Revenue

As of December 31, 2021

Forecast Prices & Costs

	Net Present Value of Future Net Revenue ($ millions)
	Before Income Tax											After Income Tax
Reserve Category		0	%	5	%	10	%	15	%	20	%		0	%	5	%	10	%	15	%	20	%
United States
Proved
Developed Producing		106.1		74.4		57.2		46.6		39.6			106.1		74.4		57.2		46.6		39.6
Undeveloped		855.4		483.8		301.6		198.5		134.1			645.0		394.9		252.7		166.8		111.8
Total Proved		961.5		558.2		358.8		245.2		173.8			751.1		469.3		309.9		213.4		151.4
Probable		571.0		257.0		133.4		74.3		42.3			420.7		204.9		105.8		56.4		29.7
Total Proved Plus Probable		1,532.5		815.2		492.2		319.5		216.0			1,171.8		674.2		415.7		269.8		181.1
Possible		871.1		328.1		150.6		76.4		40.3			641.8		267.8		119.9		56.3		26.8
Total Proved Plus Probable plus Possible		2,403.5		1,143.3		642.8		395.9		256.4			1,813.6		942.0		535.6		326.1		207.9

Note: All dollar values are expressed in U.S. dollars and may not add due to rounding.

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The Company’s reserves are derived from non-conventional oil and gas activities. The Company’s reserves are contained in a shale oil reservoir from which gas and natural gas liquids are produced as by-products. “Tight oil” means crude oil (a) contained in dense organic-rich rocks, including low-permeability shales, siltstones and carbonates, in which the crude oil is primarily contained in microscopic pore spaces that are poorly connected to one another, and (b) that typically requires the use of hydraulic fracturing to achieve economic production rates. “Shale gas” means natural gas (a) contained in dense organic-rich rocks, including low-permeability shales, siltstones and carbonates, in which the natural gas is primarily adsorbed on the kerogen or clay minerals, and (b) that usually requires the use of hydraulic fracturing to achieve economic production rates.

These after income tax net present values reflect the tax burden on the Company’s Tishomingo Field interests on a standalone basis, do not consider the business-entity-level tax situation, or tax planning and do not provide an estimate of the value at the level of the business entity, which may be significantly different. The financial statements and the management’s discussion and analysis (MD&A) of the Company should be consulted for information at the level of the business entity.

Readers are referred to the Company’s Form 51-101F1 Statement of Reserves Data and Other Oil & Gas Information for the year ended December 31, 2021, which can be accessed electronically from the SEDAR website at www.sedar.com, for additional information.

“BOEs” refers to barrels of oil equivalent. BOEs/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. 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 provided plus probable plus possible reserves. The present value of estimated future net revenues referred to herein does not represent fair market value and should not be construed as the current market value of estimated crude oil and natural gas reserves attributable to the Company’s properties. Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

-4-

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws, including statements regarding estimates of reserves and future net revenue, expectations regarding additional reserves and statements regarding Caney wells development, including plans, anticipated results and timing. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Estimated reserves and future net revenue have been independently evaluated by NSAI with an effective date of December 31, 2021. This evaluation is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs. All of these estimates will vary from actual results. Estimates of the recoverable oil and natural gas reserves attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, will vary. The Company’s actual production, revenues, taxes, development and operating expenditures with respect to its reserves will vary from such estimates, and such variances could be material. Estimates of after-tax net present value are dependent on a number of factors including utilization of tax-loss carry forwards. In addition to the foregoing, other significant factors or uncertainties that may affect either the Company’s reserves or the future net revenue associated with such reserves include material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations. Forward-looking information regarding Caney wells development and expectations regarding additional reserves are based on plans and estimates of management and interpretations of exploration information by the Company’s exploration team at the date the information is provided and is subject to several factors and assumptions of management, including that required regulatory approvals and capital will be available when required, 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 demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes or shortages are encountered, that the development plans of the Company and its co-venturers will not change, and is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information, including that anticipated results and estimated costs will not be consistent with managements’ expectations, the risk of commodity price and foreign exchange rate fluctuations, the Company or its subsidiaries not being 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 capital is not available when required, that unexpected geological results are encountered and that equipment failures, permitting delays or labor or contract disputes or shortages are encountered.

Information on other important economic factors or significant uncertainties that may affect components of the reserves data and the other forward looking statements in this release are contained in the Company’s Form 51-101F1 Statement of Reserves Data and Other Oil & Gas Information for the year ended December 31, 2021, the Company’s Management Discussion and Analysis and the Company’s Annual Information Form under “Risk Factors”, which are available under the Company’s profile at www.SEDAR.com. The Company undertakes no obligation to update forward-looking statements, other than as required by applicable law.

EX-99.48

Exhibit 99.48

3623 Old Conejo Road, Suite 207, Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQB ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES ANNUAL 2021 RESULTS

NEWBURY PARK, CALIFORNIA, March 10, 2022 –

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

2021 HIGHLIGHTS

● In December 2021, the Company completed an equity rights offering for gross proceeds of C$8.6 million and is using the proceeds to drill two wells. As of March 10, 2022, the Company has completed drilling the Barnes 7-3H well (98.07% working interest) and the Barnes 8-4H well (99.8% working interest) and is currently performing a fracture stimulation on the Barnes 7-3H well with production expected in late March.

● BOK Financial agreed to increase the borrowing base of the credit facility by $2.0 million if certain items are met. When the Company finishes fracture stimulating the Barnes 7-3H well, those items will have been met. The Company anticipates receiving the increase in the borrowing base in the second quarter of 2022.

● The Company’s debt was reduced to $16.9 million at December 31, 2021 from $20.7 million at the beginning of the year. This was down from a peak debt level of $30.0 million.

● The Company’s Total Proved Reserves were 34.1 million barrels of oil equivalent (BOE) for 2021 which was a 3% increase from 2020 according to the Company’s December 31, 2021, independent reserves evaluation. The NPV10 value of the Total Proved Reserves increased to $358.8 million, a 86% increase from 2020, due primarily to higher estimated future pricing.

● The Company performed an impairment reversal test at December 31, 2021 and reversed the entire impairment expense of $71.9 million that was recorded in March 2020 due to low prices. The $71.9 impairment reversal was lower than the original impairment charge by $1.1 million to reflect the depletion that would have been recorded if the PP&E was never impaired for a net impairment reversal amount of $70.8 million.

● Gross revenue in 2021 was $19.2 million, compared to $12.3 million in 2020.

● Net income in 2021 was $71.0 million, compared to a net loss of $70.4 million in 2020, due to the impairment reversal of $70.8 million for the year ended December 31, 2021 compared to the impairment charge of $71.9 million for the year ended December 31, 2020.

● Revenue, net of royalties was $15.0 million for 2021 compared to $9.6 million for 2020, due to an average price increase of 85% partially offset by 15% lower production.

● Adjusted funds flow was $6.6 million for 2021 compared to $7.2 million for 2020. This decrease was due to a decrease in production of 15% and realized losses from commodity contracts in 2021 compared to realized gains in 2020, partially offset by the increase in average prices.⁽¹⁾

● Netback from operations increased to $33.75 per BOE in 2021 compared to $16.20 per BOE in 2020, an increase of 108%.⁽²⁾ Netback including the impact of commodity contracts for 2021 was $26.05 per BOE, an increase of 9% from the prior year. ⁽²⁾ The 2021 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes.

2

● Interest expense has decreased by 32% in 2021 compared to the prior year due to principal payments on the credit facility which reduced the outstanding loan balance combined with lower interest rates.

● Average production for 2021 was 976 BOEPD compared to 1,151 BOEPD in 2020, a decrease of 15% due to the normal production decline of existing wells.

● General & administrative (G&A) expenses for 2021 were $2.7 million compared to $2.9 million in 2020, a decrease of 7%. The decrease is due to management’s continued efforts to reduce G&A costs throughout the Company partially offset by higher advisor fees at the beginning of the year.

● Production and operating expense per barrel averaged $8.32 per BOE in 2021 compared to $6.54 per BOE in 2020, an increase of 27%. The increase was primarily due to an increase in production taxes of $1.47 per BOE in 2021 due to higher average prices.

(1)	Adjusted Funds Flow 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.

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

“With our successful rights offering raising over C$8.6 million in December, the Company was able to fast track our 2022 drilling program at the beginning of the year. We have already drilled both the Barnes 7-3H well and the Barnes 8-4H well safely and on budget. The Company is currently performing fracture stimulation operations on the Barnes 7-3H well and expects production flow back by the end of March. In addition, we anticipate receiving the additional $2.0 million increase in our credit facility borrowing base which we will use, along with cash flow from operations, to fracture stimulate the Barnes 8-4H well in the second quarter of 2022. With oil current prices of over $100/barrel, we expect to generate significant incremental value to shareholders from both of these wells as production from these wells is unhedged.

Our 2021 independent reserves evaluation report showed a 3% increase in total proved reserves from the prior year with a NPV10 total proved value of $358.8 million, which was an 86% increase from 2020, primarily due to higher prices.

Also, due to higher prices in the oil market, the Company completely reversed the $71.9 million impairment charge that it has recorded in March 2020. The $71.9 impairment reversal was reduced by $1.1 million to reflect the depletion that would have been recorded if the PP&E was never impaired for a net impairment reversal amount of $70.8 million.

The Company was able to generate $6.6 million of adjusted funds flow without any capital expenditures during the year.

Netback from operations increased to $33.75 per BOE in 2021 compared to $16.20 per BOE in 2020, an increase of 108%, with an average price of $66.08 per BOE. Netback including the impact of commodity contracts for 2021 was $26.05 per BOE, an increase of 9% from the prior year. The 2021 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes.

3

Revenue, net of royalties was $15.0 million for 2021 compared to $9.6 million for 2020, an increase of 56% due to an 86% increase in average prices partially offset by a 15% decrease in production.

The average production for 2021 was 975 BOEPD, a decrease of 15% compared to 2020 production of 1,151 BOEPD. The decrease is due to the normal production decline of existing wells as no new wells were brought online in 2021.

G&A expenses for 2021 was $2.7 million compared to $2.9 million in 2020, a decrease of 7%. The decrease is due to management’s continued efforts to reduce G&A costs throughout the Company partially offset by higher advisor fees at the beginning of the year.

Interest expense has decreased by 32% in 2021 compared to the prior year due to principal payments on the credit facility which reduced the outstanding loan balance combined with lower interest rates.

Production and operating expense per barrel averaged $8.32 per BOE in 2021 compared to $6.54 per BOE in 2020, an increase of 27%. The increase was primarily due to an increase in production taxes of $1.47 per BOE in 2021 due to higher average prices.

	Fourth Quarter								Year Ended
	2021		2020			%			2021		2020			%
Net Income (Loss):
$ Thousands	$	72,340	$	(1,078	)		-%		$	71,002	$	(70,410	)		-%
$ per common share	$	0.31	$	(0.01	)		-%		$	0.30	$	(0.30	)		-%
assuming dilution
Adjusted Funds Flow	$	1,859	$	1,750			6	%	$	6,569	$	7,196			(9	)%
Capital Expenditures	$	559	$	43			1200	%	$	696	$	(16	)		-%
Average Production (Boepd)		931		1,082			(14	)%		975		1,151			(15	)%
Gross Revenue		5,444		3,205			70	%		19,128		12,251			56	%
Average Price per Barrel	$	51.67	$	32.19			61	%	$	53.75	$	29.08			85	%
Netback from operations per Barrel	$	40.88	$	18.38			122	%	$	33.75	$	16.20			108	%
Netback including commodity contracts per Barrel	$	28.99	$	25.40			14	%	$	26.05	$	23.86			9	%

	December 2021		December 2020
Cash and Cash Equivalents	$	7,316	$	920
Working Capital	$	3,823	$	(3,456	)

4

Year Ended 2021 to Year Ended 2020

For 2021, oil and gas gross revenues increased $6,877,000 or 56% to $19,128,000. Oil revenues before royalties increased by 51% to $15,978,000 due to a 79% increase in prices between years partially offset by a 16% decrease in production. Natural gas revenues before royalties increased $534,000 or 74% due to a 104% increase in average gas prices partially offset by a 15% decrease in natural gas production. NGL revenue before royalties increased $958,000 or 103% due to a 136% increase in average prices partially offset by a 14% decrease in production.

Average production per day for 2021 decreased 15% from the prior year due to the normal production decline of existing wells.

Production and operating expenses increased by $207,000 due to an increase in production taxes. Production and operating expense per barrel averaged $8.32 per BOE in 2021 compared to $6.54 per BOE in 2020, an increase of 27%. The increase was primarily due to an increase in production taxes of $1.47 per BOE in 2021 due to higher average prices.

Depletion and depreciation expense decreased $1,020,000 due to decreased production and a lower PP&E balance due to the impairment.

The Company completely reversed the $71.9 million PP&E impairment charge that it has recorded in March 2020 due to higher oil prices. The $71.9 impairment reversal was reduced by $1.1 million to reflect the depletion that would have been recorded if the PP&E was never impaired for a net impairment reversal amount of $70.8 million.

G&A expenses decreased $162,000, or 6%, in 2021 compared to 2020. The decrease is due to management’s continued efforts to reduce G&A costs throughout the Company partially offset by higher advisor fees at the beginning of the year.

Finance income decreased $3,542,000 in 2021 compared to the prior year due to realized and unrealized gains on commodity contracts that were recorded in 2020.

Finance expense increased $4,760,000 due to realized and unrealized losses on commodity contracts in 2021 partially offset by lower interest expense.

FOURTH QUARTER HIGHLIGHTS:

● Net income in the fourth quarter of 2021 was $72.3 million, compared to net loss of $1.8 million in the fourth quarter of 2020, due to the impairment reversal of $70.8 million for the year ended December 31, 2021.

● Revenue, net of royalties, was $4.3 million for the fourth quarter of 2021, an increase of 70% compared to the fourth quarter 2020 due to higher average prices partially offset by lower production.

● Adjusted funds flow was $1.9 million in the fourth quarter of 2021 compared to $1.8 million in the prior year fourth quarter.

● Netback from operations increased to $40.88 per BOE in the fourth quarter of 2021 compared to $18.38 per BOE in the fourth quarter of 2020, an increase of 123%. Netback including the impact of commodity contracts for the fourth quarter of 2021 was $28.99 per BOE, an increase of 14% from the prior year. The 2021 increase compared to the prior year quarter was due to the increase in average prices partially offset by higher production taxes.

5

● Interest expense decreased by 22% in the fourth quarter of 2021 due to principal payments on the credit facility which reduced the outstanding loan balance and lower interest rates.

● Average production for the fourth quarter of 2021 was 931 BOEPD, a decrease of 14% compared to the prior year fourth quarter due to the normal decline of existing wells.

● G&A expense decreased by over 20% in the fourth quarter of 2021 due to due to management’s continued efforts to reduce G&A costs throughout the Company.

● Operating expense per barrel averaged $8.79 per BOE in the fourth quarter of 2021 compared to $6.84 per BOE in the prior year quarter, an increase of 28%. The increase was primarily due to an increase in production taxes in 2021 due to higher average prices.

● The Company performed an impairment reversal test at December 31, 2021 and reversed the entire impairment expense of $71.9 million that was recorded in March 2020. The $71.9 impairment reversal was lower than the original impairment by $1.1 million to reflect the depletion that would have been recorded if the PP&E was never impaired for a net impairment reversal amount of $70.8 million.

Fourth Quarter 2021 to Fourth Quarter 2020

Gross oil and gas revenues totaled $5,444,000 in the fourth quarter of 2021 versus $3,205,000 in the fourth quarter of 2020, an increase of 70%. Oil revenues were $4,450,000 in the fourth quarter of 2021 versus $2,735,000 in the fourth quarter of 2020, an increase of 63%, due to increase in average prices partially offset by decreased production. Natural gas revenues increased 95% due to an increase in average prices partially offset by a decrease in production. NGL revenue increased 125% to $577,000 due to higher average NGL prices partially offset by lower production.

Operating expenses increased by $72,000 in the fourth quarter of 2021 compared to 2020 due to higher production taxes.

G&A expenses decreased by $155,000, or 20%, between quarters due to management’s continued efforts to reduce G&A costs throughout the Company.

Finance income decreased by $185,000 in the fourth quarter of 2021 compared to the prior year fourth quarter due to realized gains on commodity contracts in 2020.

Finance expense decreased $602,000 due to unrealized losses on commodity contracts in 2020 and lower fourth quarter 2021 interest expense compared to the prior year fourth quarter.

6

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

	December 31,			December 31,
	2021			2020
Current assets
Cash and cash equivalents	$	7,316		$	920
Trade and other receivables		1,999			1,607
Deposits and prepaid expenses		587			575
		9,902			3,102
Non-current assets
Property, plant and equipment		147,076			78,979
Right of use assets		38			103
Total assets	$	157,016		$	82,184
Current liabilities
Trade and other payables	$			$	4,371
Current portion of loans and borrowings					2,084
Current lease payable					66
Fair value of commodity contracts					37
		3,145			6,558
		1,000
Non-current liabilities		43
Loans and borrowings		1,891			18,665
Asset retirement obligations		1,398			1,269
Lease payable		-			44
Fair value of commodity contracts		585			-
		17,849			19,978
Equity
Share capital		296,060			289,622
Contributed surplus		22,948			22,948
Deficit		(185,920	)		(256,922	)
Total equity		133,088			55,648
Total equity and liabilities	$	157,016		$	82,184

7

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

	Three months ended December 31						Year ended December 31
	2021			2020			2021			2020
Revenue:
Oil and natural gas revenue, net	$	4,255		$	2,510		$	14,972		$	9,580
Other income		-			-			2			2
		4,255			2,510			14,974			9,582
Expenses:
Production and operating		753			681			2,962			2,755
Depletion and depreciation		915			988			3,594			4,614
General and administrative		622			777			2,697			2,859
Share based compensation		-			-			-			21
Impairment (impairment reversal) of PP&E		(70,820	)		-			(70,820	)		71,923
Gain on forgiven loans		(280	)		-			(583	)		-
		(68,810)			2,446			(62,150	)		82,172
Finance income		514			699			-			3,542
Finance expense		(1,239	)		(1,841	)		(6,122	)		(1,362	)
Net income (loss) and comprehensive income (loss)	$	72,340		$	(1,078	)	$	71,002		$	(70,410	)
Net income (loss) per share
Basic and Diluted	$	0.31		$	(0.00	)	$	0.30		$	(0.30	)

8

KOLIBRI GLOBAL ENERGY INC.

FOURTH QUARTER AND YEAR ENDED 2021

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

	4th Quarter				Year Ended Dec. 31
	2021		2020		2021		2020
Oil revenue before royalties	$	4,450		2,735		15,978		10,593
Gas revenue before royalties		417		214		1,259		725
NGL revenue before royalties		577		256		1,891		933
		5,444		3,205		19,128		12,251
Adjusted funds flow		1,859		1,750		6,569		7,196
Additions (adjustments) to PP&E		559		43		696		(16	)

Statistics:	4th Quarter					Year Ended Dec. 31
	2021			2020		2021			2020
Average oil production (Bopd)		638			735		662			785
Average natural gas production (mcf/d)		825			924		864			1,013
Average NGL production (Boepd)		153			193		169			197
Average production (Boepd)		931			1,082		975			1,151
Average oil price ($/bbl)	$	75.80		$	40.42	$	66.08		$	36.85
Average natural gas price ($/mcf)	$	5.49		$	2.52	$	3.99		$	1.96
Average NGL price ($/bbl)	$	40.56		$	14.39	$	30.59		$	12.94
Average price per barrel	$	63.56		$	32.19	$	53.75		$	29.08
Royalties per barrel		13.89			6.97		11.68			6.34
Operating expenses per barrel		8.79			6.84		8.32			6.54
Netback from operations	$	40.88		$	18.38	$	33.75		$	16.20
Price adjustment from commodity contracts (Boe)		(11.89	)		7.02		(7.70	)		7.66
Netback including commodity contracts (Boe)		28.99			25.40		26.05			23.86

The information outlined above is extracted from and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

9

NON-GAAP MEASURES

Netback from operations, netback including commodity contracts and adjusted funds flow (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 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.sedar.com 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 (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

(US $000)	Year ended December 31,
	2021			2020
Net earnings (loss) from continuing operations		71,002			(70,410	)
Adjustments:
Finance income		-			(3,542	)
Finance expense		6,122			1,362
Stock based compensation		-			21
General and administrative expenses		2,697			2,859
Impairment (impairment reversal) of property, plant and equipment		(70,820	)		71,923
Depletion, depreciation and amortization		3,594			4,614
Other income		(583	)		(2	)
Operating netback		12,012			6,825
Netback from operations	$	33.75		$	16.20

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

(US $000)	Year ended December 31,
	2021			2020
Cash flow from continuing operations		6,303			6,111
Change in non-cash working capital		(551	)		(128	)
Interest expense(a)		817			1,213
Adjusted funds flow		6,569			7,196

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

10

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.

Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 7, 2022.

Caution Regarding Forward-Looking Information

This release contains forward-looking information including estimates of reserves, the proposed timing and expected results of exploratory and development work including fracture stimulation and production from the Company’s Tishomingo field, Oklahoma acreage, the future performance of wells including following shut-in’s and restart of well(s), the expected effects of cost reduction efforts, availability of funds from the Company’s reserves based loan facility and the expected increase to the Company’s borrowing base of $2.0 million in the second quarter of 2022, 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.

11

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 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 price of oil 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 and will be increased in the second quarter of 2022, 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, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks including flooding and extended interruptions due to inclement or hazardous weather), the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the price of oil will decline, 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.sedar.com.

12

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

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

About Kolibri Global Energy Inc.

KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. . The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QB (“OTCQB”) under the symbol “KGEIF”.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.49

Exhibit 99.49

3623 Old Conejo Road, Suite 207 Newbury Park, California 91320 Phone: (805) 484-3613   TSX ticker symbol: KEI OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BARNES 7-3H WELL INITIAL OIL RATE EXCEEDS THE PROVED FORECASTED RESERVE REPORT PRODUCTION RATE

Newbury Park, CALIFORNIA, March 17, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF) is providing an update on the Barnes 7-3H well (98.07% working interest), which began flowback production last week in its Tishomingo field in Oklahoma.

The Barnes 7-3H well is currently flowing back stimulation fluid at a rate that has been restricted by the Company’s operations team. Despite the restricted rate, the well is producing approximately 400 barrels of oil a day. It is still early in the cleanup process, with only about 3.5% of the stimulation fluid recovered to date.

Wolf Regener, President, and CEO, commented. “I’m very pleased to say that this early in the flowback, the well is already producing 400 barrels a day of oil at restricted production rates. It’s so early in the flowback that the well hasn’t even started producing gas yet. The well is currently producing these rates while flowing up casing. It is acting much stronger than our previous wells, which has enabled it to still be able to flow up casing at these rates. In previous wells, installing tubing in the wells and, in most cases, adding assisted lift would have been necessary by now.

“This 400 barrel of oil a day rate is about 27% above the initial 30 day proved forecast curve case oil portion of the production rate utilized for our reserve report and is right in line with the oil portion of the initial 30 day type curve utilized by the Company’s management.

“We anticipate that the well will start producing gas and NGLs in the coming week as the well cleans up further. The Company’s wells in this area generally produce about 20% gas and natural gas liquids by volume along with the oil. While there can be no assurance as to what the well’s 30-day initial rate or ultimate productivity will be, based on the current flowing pressures, we are hopeful that the well will attain or potentially exceed management’s type curve forecast, which is significantly higher than the reserve report proved forecast case. The Company will update the market when we have stabilized unrestricted production rates in the coming weeks.”

The Company has also updated its presentation on its website.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

-2-

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.50

Exhibit 99.50

  3623 Old Conejo Road, Suite 207 Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BARNES 7-3H WELL CURRENTLY PRODUCING OVER 1,000 BOEPD

Newbury Park, CALIFORNIA, March 31, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF) is providing an update on the Barnes 7-3H well (98.07% working interest), in its Tishomingo field in Oklahoma.

The Barnes 7-3H well has averaged over 920 Barrels of oil equivalent per day “BOEPD” (730 Barrels of oil per day “BOPD”) for the last 14 days with current production of about 1,050 BOEPD (830 BOPD). The Company has achieved these results utilizing a controlled flowback on the well to optimize long-term production and recoveries.

Wolf Regener, President and CEO, commented. “We are beyond thrilled about the early performance of the Barnes 7-3H well as it is exceeding even our most optimistic forecasts. Since the production from the Barnes 7-3H is not hedged, the Company is generating netbacks of over $55 per BOE from the production assuming a $100/barrel oil price. To put the well performance in perspective, the 30 day proved forecast curve case initial production rate (IP30) utilized by our third-party engineering firm for our reserve report is 388 BOEPD or 37% of what the Barnes 7-3H is currently producing. The initial 30 day type curve utilized by the Company’s management assumes a 472 BOEPD IP30 rate, and the best well we have in the field had a 630 BOEPD IP30 rate.

“Since we are only halfway through the 30 day initial production time period, there can be no assurance as to what the Barnes 7-3H well’s 30-day initial rate or ultimate productivity will be. Based on the current performance, we anticipate that the well will end up with an IP30 rate that is much higher than the reserve report proved forecast case, well above our KEI type curve and has a good chance of being around the current 14 day average. The current production from this well has doubled our production in the field.

“We are in discussions with several subcontractors and anticipate beginning completion operations for the Barnes 8-4H sometime in the first three weeks of April.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

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For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the anticipated IP30 rate and beginning completion operations for the Barnes 8-4H sometime in the first three weeks of April. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.51

Exhibit 99.51

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. COMPLETION OPERATIONS UNDERWAY ON BARNES 8-4H WELL

Newbury Park, CALIFORNIA, April 5, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF), is pleased to announce that its indirect wholly-owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has started completion operations on the Barnes 8-4H well (99.8% working interest) in its Tishomingo field in Oklahoma.

Wolf Regener, President, and CEO, commented. “Completion operations have started this morning and are expected to be finished within the next two weeks. The wellbore will then be cleaned out after which flow back of the well can begin. The Company will update the market when we have stabilized production rates which are expected by the end of April.

After our outstanding results from the Barnes 7-3H well, we are eager to bring the Barnes 8-4H well on production. The Barnes 8-4H is also located in the heart of our field and our operations team is using the same stimulation design that was used on the Barnes 7-3H well. We look forward to bringing on additional new production with unhedged current pricing of over $100 per barrel.

“The Barnes 7-3H well is still producing at a much higher rate than any of our previous wells and over the last five days has continued to average over 1,000 barrels of oil equivalent a day.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Cautionary Statements

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

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Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the expected timing to finish completion operations, the expected timing of stabilized production rates, and the Company bringing on additional new production with unhedged current pricing of over $100 per barrel. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.52

Exhibit 99.52

 

EX-99.53

Exhibit 99.53

3623 Old Conejo Road, Suite 207 Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ACHIEVES ITS BEST EVER 30 DAY INITIAL PRODUCTION RATE OF 940 BOEPD FROM THE BARNES 7-3H WELL

Newbury Park, CALIFORNIA, April 18, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF) is pleased to announce that the Barnes 7-3H well (98.07% working interest) has averaged over 940 Barrels of oil equivalent per day (BOEPD), of which over 740 barrels are oil, for 30 days. The Company also announces that the Barnes 8-4H well (99.8% working interest) has been successfully completed and is now flowing back the stimulation fluids. Both wells are located in the Company’s Tishomingo field in Oklahoma.

Wolf Regener, President and CEO, commented. “I am thrilled that the Barnes 7-3H well continues to perform exceptionally well. This is the highest producing Caney well that we have ever had due to the knowledge we have gained in this field and a great job of execution by our team. To put the performance of this well in perspective, the 30-day proved forecast curve case initial production rate (IP30) utilized by our third-party engineering firm for our reserve report is 388 BOEPD or 41% of what the Barnes 7-3H IP30 rate is. The initial 30-day type curve utilized by the Company’s management assumes a 472 BOEPD IP30 rate, which is half of the Barnes 7-3H IP30 rate. The Glenn 16-2H well, which was previously our best performing Caney well, had a 630 BOEPD IP30 rate, and it is projected to produce 765,000 barrels of oil equivalents (BOEs) based on our third-party engineering firm estimates”.

“The Barnes 8-4H well completion went very well thanks to the performance of our team with 10.3 million pounds of proppant being placed using the same stimulation design as was used on the Barnes 7-3H. The well is now flowing back the stimulation fluids, and we will share production rates with the market over the coming weeks. While the Barnes 8-4H well completion design and execution has been similar to the Barnes 7-3H well, we do not need rates as high as the Barnes 7-3H to make excellent wells. For example, if the Barnes 8-4H well performance matches the type curve utilized by the Company’s management, the well would be projected to generate a 145% Internal Rate of Return at a $100 a barrel oil price.”

We look forward to bringing on the additional new unhedged production at the current $100 a barrel oil price, which would add significant additional cash flow assuming the type curve utilized by the Company’s management is achieved.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

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For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the expected timing to finish completion operations, the expected timing of stabilized production rates, a projected Internal Rate of Return, $100 a barrel oil price, and the Company bringing on additional new production with unhedged current pricing of over $100 per barrel. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, management’s assumption of a 472 BOEPD IP30 rate for the initial 30-day type curve, $100 a barrel oil price, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.54

Exhibit 99.54

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613   TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BARNES 8-4H WELL CURRENTLY PRODUCING ABOUT 600 BOEPD

Newbury Park, CALIFORNIA, April 25, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF) is providing an update on the Barnes 8-4H well (98.07% working interest), in its Tishomingo field in Oklahoma.

The Barnes 8-4H well has averaged about 600 Barrels of oil equivalent per day “BOEPD” (515 Barrels of oil per day “BOPD”) for the last few days as the well has been cleaning up from the stimulation.

Wolf Regener, President and CEO, commented. “We are very pleased about the early performance of the Barnes 8-4H well. These early results are while the well is still flowing up casing as tubing is scheduled to be installed later this week. Since the production from the Barnes 8-4H is not hedged, the Company is generating netbacks of over $50 per BOE from the production assuming a $95/barrel oil price. To put the well performance in perspective, the 30 day proved forecast curve case initial production rate (IP30) utilized by our third-party engineering firm for our reserve report is 388 BOEPD, while the initial 30 day type curve utilized by the Company’s management assumes a 472 BOEPD IP30 rate.

“Since we are only in the very beginning of the 30 day initial production time period, there can be no assurance as to what the Barnes 8-4H well’s 30-day initial rate or ultimate productivity will be. Based on the current performance of the well and the expectation that it will perform similar to our previous core area wells, we anticipate that the well will end up with an IP30 rate that is much higher than the reserve report proved forecast case and above the type curve utilized by the Company’s management.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

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Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the anticipated IP30 rate of the Barnes 8-4H well and tubing is scheduled to be installed later this week.. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.55

Exhibit 99.55

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. TO CONSOLIDATE ITS COMMON SHARES

Newbury Park, CALIFORNIA, April 29, 2022 - Kolibri Global Energy Inc. (the “Company”) (TSX:KEI, OTCQB: KGEIF) announces that it will be consolidating all of the issued and outstanding common shares (the “Shares”) on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidation Shares held (the “Consolidation”).

The Company’s Board of Directors has set May 16, 2022 as the effective date of the Consolidation. Trading of the Shares on a post-Consolidation basis on the Toronto Stock Exchange (the “TSX”) is expected to commence on or about May 19, 2022, subject to the final approval by the TSX. The Company’s name and trading symbol will remain unchanged.

No fractional Shares will be issued under the Consolidation. The number of Shares issuable on the Consolidation shall be rounded either up or down to the nearest whole number of Shares. Each fractional Share remaining after conversion that is less than ½ of a Share will be cancelled and each fractional Share that is at least ½ of a Share will be changed to one whole Share. Shareholders should not destroy any share certificate and should not submit any share certificate for a new share certificate until requested to do so. The exercise price and number of Shares issuable pursuant to all outstanding stock options and warrants will also be adjusted in accordance with the Consolidation ratio.

As of the date hereof, the Company currently has 356,159,098 Shares issued and outstanding. The Consolidation will reduce the number of outstanding Shares to approximately 35,615,909 Shares issued and outstanding.

The Company’s registered Shareholders who hold their Shares in certificated form will receive a letter of transmittal from Computershare Investor Services Inc., the Company’s transfer agent, with information on how to surrender Share certificates representing pre-Consolidation Shares to the transfer agent. The transfer agent will forward to each registered Shareholder who has sent the required documents a new Share certificate representing the number of post-Consolidation Shares to which the registered Shareholder is entitled. If Shareholders hold their Shares in book entry form, they will automatically receive their post-Consolidation Shares and they will not receive, or be required to submit, a letter of transmittal. Shareholders who hold their shares through an intermediary are encouraged to contact their intermediaries if they have any questions.

The Consolidation is intended to make the Company more attractive to potential new investors searching for growing shareholder value. This is another step in the Company’s mission to reach more investors, improve communication and transparency to the Company’s investor community.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener

+1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” as such term is used in the United States, including statements regarding the approval of the Consolidation by the TSX, the effective date of the Consolidation, the date the Shares will commence trading on a post-Consolidation basis, and the effect of the Consolidation on the position of the Company. Forward-looking information and statements are based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that the Company will be successful in obtaining approval for the Consolidation from the TSX, and that the Consolidation will improve the prospects of the Company with regard to raising capital. Forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information or statements in this news release to change or to be inaccurate 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, the risk that the Consolidation will not be approved by the TSX, and that the Consolidation will not improve the Company’s ability to raise funds, and including all of the risks related to the Company’s business, financial condition, result of operations and cash flows and those factors detailed from time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review on sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.56

Exhibit 99.56

3623 Old Conejo Road, Suite 207,
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQB ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES FIRST QUARTER 2022 RESULTS

NEWBURY PARK, CALIFORNIA, May 5, 2022

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

FIRST QUARTER HIGHLIGHTS

● Average production for the first quarter of 2022 was 1,054 BOEPD, an increase of 3% compared to first quarter of 2021 average production of 1,020 BOEPD. The increase was due to the production from the Barnes 7-3H well which started producing in the second half of March partially offset by the natural decline of existing wells. The Barnes 7-3H well had a 30 day initial production rate (“IP rate”) of 940 BOEPD, including 740 barrels of oil.

● Adjusted funds flow⁽¹⁾ was $2.8 million in the first quarter of 2022 compared to $1.5 million in the first quarter of 2021. The increase was mainly due to higher average prices and higher production partially offset by higher realized losses from commodity contracts in 2022.

● Average netback from operations⁽²⁾ for the first quarter of 2022 was $48.91 per BOE, an increase of 73% from the prior year first quarter. Netback including commodity contracts⁽²⁾ for the first quarter of 2022 was $36.88 per BOE which was 49% higher then the prior year first quarter.

● Revenue, net of royalties was $5.5 million in the first quarter of 2022 compared to $3.3 million for the first quarter of 2021, an increase of 70%, as average prices increased 65% and average production increased 3% between the quarters.

● G&A expense decreased by 10% in the first quarter of 2022 compared to the prior year quarter due to management’s continued cost cutting measures.

● Interest expense decreased by 5% in the first quarter of 2022 compared to the prior year quarter due to principal payments on the credit facility in 2021 which reduced the outstanding loan balance.

● Operating expenses for the first quarter of 2022 increased by 35% compared to the prior year first quarter due primarily to higher production taxes. Operating expense per barrel averaged $9.56 per BOE in the first quarter of 2022 compared to $7.30 per BOE in the first quarter of 2021. The increase was due to higher production taxes in the first quarter of 2022 which increased by $1.82 per BOE compared to the prior year first quarter.

● In the first quarter of 2022, the Company incurred a net loss of $2.5 million compared to a net loss of $0.5 million in the first quarter of 2021. Excluding the first quarter of 2022 unrealized loss from commodity contracts of $3.8 million, the Company would have recognized positive net income.

● In November 2021, the Company’s credit facility was amended to reduce the Maximum Leverage Ratio covenant discussed below from 4 to 1 down to 3.5 to 1 beginning in the first quarter of 2022. In addition, BOK Financial agreed to increase the borrowing base by $2.0 million if the gross proceeds from the Company’s rights offering exceeded C$8.5 million and the Company has drilled 2 wells and completed fracture stimulation on one of the wells. The Company has met both requirements and is awaiting the redetermination from the bank.

(1)	Adjusted funds flow 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.

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

“We are excited as the early results from the first two wells drilled in 2022 are so good that they are transformative for the Company. The Barnes 7-3H well (98.07% working interest), which started production in the second half of March, had a 30 day initial production rate (“IP rate”) of 940 BOEPD, including 740 barrels of oil, which was the best 30 day IP rate that the Company has achieved. The early results from the Barnes 8-4H well (98.07% working interest), which started production in the second half of April, has, while still flowing up casing, averaged about 580 BOEPD for the last 12 days, including about 500 barrels of oil. We are scheduled to install tubing and increase the capacity of our surface facilities in the coming week. We have been very pleased with the performance of this well and are looking forward to seeing what it will produce once these modifications have been completed.

The new unhedged cash flow will be providing the capital to drill more wells, assuming these wells follow the projected decline curves,. We plan to continue the 2022 drilling program in the third quarter when the drilling rig is expected to be onsite, as we have already signed a drilling rig contract.

In the first quarter of 2022, we generated $2.8 million of adjusted funds flow, compared to $1.5 million in the first quarter of 2021, which was an increase of 87%. The increase was due to higher average prices of 65% and an increase in production of 3%.

Net revenue increased by 70% in the first quarter of 2022 due to higher average prices and production.

Netback from operations increased to $48.91 per BOE in the first quarter of 2022 compared to $28.32 per BOE in the first quarter of 2021, an increase of 73%. Netback including commodity contracts for the first quarter of 2022 was $36.88 per BOE, an increase of 49% from the prior year first quarter. The 2022 increase compared to the same period in the prior year was due to the increase in average prices partially offset by higher production taxes.

The Company’s G&A expenses decreased by 10% in the first quarter of 2022 ccompared to the first quarter of 2021 due to managements continuing efforts to reduce expenses.

Interest expense decreased by 5% in the first quarter of 2022 compared to the comparable prior year period due to principal payments on the credit facility during 2021 which reduced the outstanding loan balance and lower interest rates.

Operating expenses for the first quarter of 2022 increased by 35% compared to the prior year first quarter due primarily to higher production taxes. Operating expense per barrel averaged $9.56 per BOE in the first quarter of 2022 compared to $7.30 per BOE in the first quarter of 2021. The increase was primarily due to higher production taxes in the first quarter of 2022 which increased by $1.82 per BOE compared to the prior year first quarter.

In the first quarter of 2022, the Company incurred a net loss of $2.5 million compared to a net loss of $0.5 million in the first quarter of 2021. Excluding the first quarter of 2022 unrealized loss from commodity contracts of $3.8 million, the Company would have recognized positive net income.”

	1st Qtr 2022			1st Qtr 2021			%
Net loss:
$ Thousands	$	(2,456	)	$	(528	)		-
$ per common share assuming dilution	$	(0.01	)	$	(0.00	)		-
Capital Expenditures	$	7,401		$	29			25,400	%
Adjusted funds flow(1)	$	2,822		$	1,509			87	%
Average production per day (Boepd)		1,054			1,020			3
Average price per boe	$	74.97		$	45.48			65
Netback from operations(2)	$	48.91		$	28.32			73
Netback including commodity contracts(2)	$	36.88		$	24.77			49
		3/31/2022			12/31/2021
Cash and Cash Equivalents	$	3,058		$	7,316
Working Capital	$	(3,011	)	$	3,823

(1)	Adjusted funds flow 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 Quarter 2022 versus First Quarter 2021

Oil and gas gross revenues totaled $6,179,000 in the quarter versus $3,510,000 in the first quarter of 2021. Oil revenues increased $2,669,000 or 76% as oil prices increased by $40.25 per barrel or 72% and oil production increased by 2% to 714 bopd. Natural gas revenues increased $100,000, or 34%, to $391,000 as average natural gas prices increased by 31% to $4.71/mcf and natural gas production increased by 3% to 922 mcfpd. Natural gas liquids (NGLs) revenues increased $166,000, or 44%, as NGL prices increased 34% to $32.25 per BOE and production increased by 8% to 186 boepd.

Average production for the first quarter of 2021 was 1,054 BOEPD, an increase of 3% compared to the first quarter of 2021 average production of 1,020 BOEPD. The increase was due to the production from the Barnes 7-3H well which started producing in the second half of March partially offset by the natural decline of existing wells

Production and operating expenses increased to $907,000 from $670,000 in the prior year first quarter and the per boe production and operating costs were $9.56/boe in the first quarter of 2022 compared to $7.30/boe in the first quarter of 2021.

Depletion and depreciation expense increased $230,000 or 25% due to the 2021 impairment reversal of PP&E and higher production in the first quarter of 2022.

General and administrative expenses decreased $77,000 or 10% due to cost cutting measures by the Company.

Stock based compensation increased to $125,000 in the first quarter of 2022 due to stock option grants in January 2022.

Finance income increased $12,000 in the first quarter of 2022 compared to the prior year quarter due to interest income and a foreign exchange gain in 2022.

Finance expense increased $3,703,000 in the first quarter of 2022 compared to the prior year quarter due to unrealized losses on commodity contracts of $3,786,000 and realized losses of $1,142,000.

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

($000 except as noted)

	March 31 2022			December 31 2021
Current Assets
Cash	$	3,058		$	7,316
Trade and other receivables		3,868			1,999
Deposits and prepaid expenses		499			587
		7,425			9,902
Non-current assets
Property, plant and equipment		153,435			147,076
Fair value of commodity contracts		22			38
		153,457			147,114
Total Assets	$	160,882		$	157,016
Current Liabilities
Trade and other payables	$	6,049		$	3,145
Current portion of loans and borrowings		250			1,000
Lease payable		25			43
Fair value of commodity contracts		4,112			1,891
		10,436			6,079
Non-current liabilities
Loans and borrowings		15,893			15,866
Asset retirement obligations		1,469			1,398
Fair value of commodity contracts		2,150			585
		19,512			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,089			22,948
Deficit		(188,376	)		(185,920	)
Total Equity		130,934			133,088
Total Equity and Liabilities	$	160,882			157,016

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

($000 except as noted)

	Three months ended March 31,
($000’s)	2022			2021
Oil and gas revenue net of royalties	$	5,547		$	3,269
Other income		1			1
		5,548			3,270
Production and operating expenses		907			670
Depletion and depreciation		1,139			909
General and administrative expenses		686			763
Share based compensation		125			-
	$	2,342		$	2,342
Finance Income		12			-
Finance Expense		(5,159	)		(1,456	)
Net loss		(2,456	)		(528	)
Net loss per share	$	(0.01	)	$	(0.00	)

KOLIBRI GLOBAL ENERGY INC.

FIRST QUARTER 2022

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

	Quarter Ending March 31,
	2022			2021
Oil revenue before royalties	$	6,179		$	3,510
Natural gas revenue before royalties		391			291
NGL revenue before royalties		541			375
Oil and Gas revenue before royalties		7,111			4,176
Adjusted funds flow(1)		2,822			1,509
Capital expenditures		7,401			29
Statistics:
Average oil production (Bopd)		714			697
Average natural gas production (mcf/d)		922			898
Average NGL production (Boepd)		186			173
Average production (Boepd)		1,054			1,020
Average oil price ($/bbl)	$	96.17		$	55.92
Average natural gas price ($/mcf)		4.71			3.60
Average NGL price ($/bbl)		32.25			24.15
Average price per barrel	$	74.97		$	45.48
Royalties per barrel		16.50			9.86
Operating expenses per barrel		9.56			7.30
Netback from operations(2)		48.91			28.32
Price adjustment from commodity contracts (Boe)		(12.03	)		(3.55	)
Netback including commodity contracts (Boe)(2)	$	36.88		$	24.77

(1)	Adjusted funds flow 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 months ended March 31, 2022 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

NON-GAAP MEASURES

Netback from operations, netback including commodity contracts and adjusted funds flow (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 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.sedar.com 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 (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

	For the three months ended March 31,
(US $000)	2022			2021
Net loss		(2,456	)		(528	)
Adjustments:
Finance income		(12	)		-
Finance expense		5,159			1456
Share based compensation		125			-
Impairment of property, plant and equipment		-			-
General and administrative expenses		686			763
Depletion, depreciation and amortization		1,139			909
Other income		(1	)		(1	)
Operating netback		4,640			2,599
Netback from operations	$	48.91		$	28.32

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

	Three months ended March 31,
(US $000)	2022		2022
Cash flow from continuing operations		1,243		1,364
Change in non-cash working capital		1,381		(64	)
Interest expense(a)		198		209
Adjusted funds flow		2,822		1,509

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

Cautionary Statements

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

(a)	The Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent (“Boes”) to reflect natural gas liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
(b)	Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.
(c)	Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.
(d)	The Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

Caution Regarding Forward-Looking Information

This release contains forward-looking information including information regarding the proposed timing and expected results of exploratory and development work including production from the Company’s Tishomingo field, Oklahoma acreage, projected adjusted funds flow, the Company’s reserves based loan facility, including scheduled repayments and the expected increase to the Company’s borrowing base of $2.0 million in the second quarter of 2022, 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 and will be increased in the second quarter of 2022, 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.sedar.com.

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.

KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QB (“OTCQB”) under the symbol “KGEIF”.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.57

Exhibit 99.57

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES CORPORATE UPDATE

Newbury Park, CALIFORNIA, May 16, 2022 - Kolibri Global Energy Inc. (the “Company”) (TSX:KEI, OTCQB: KGEIF) announces that that it has completed the previously announced consolidation of all of its issued and outstanding common shares (the “Shares”) on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidation Shares held (the “Consolidation”).

Immediately prior to the Consolidation, the Company had 356,159,098 Shares issued and outstanding. Following the Consolidation, the Company will have approximately 35,615,909 Shares issued and outstanding. The Shares will continue to be listed on the Toronto Stock Exchange and are expected to begin trading on a post-Consolidation basis when the market opens on May 19, 2022.

The Company’s transfer agent, Computershare Investor Services Inc., has sent a letter of transmittal to the registered holders who hold their Shares in certificated form. The letter of transmittal contains instructions on how to surrender Share certificates representing pre-Consolidation Shares to the transfer agent. The transfer agent will forward to each registered holder who has sent the required documents a new Share certificate representing the number of post-Consolidation Shares to which the registered holder is entitled. Shareholders who hold their Shares in book entry form (through a broker or another intermediary), they will automatically receive their post-Consolidation Shares and they will not receive, or be required to submit, a letter of transmittal. Shareholders who hold their shares through an intermediary are encouraged to contact their intermediaries if they have any questions.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener

+1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” as such term is used in the United States, including statements regarding the approval of the Consolidation by the TSX, and the date the Shares will commence trading on a post-Consolidation basis. Forward-looking information and statements are based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that the Company will be successful in obtaining approval for the Consolidation from the TSX. Forward-looking information and statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information or statements in this news release to change or to be inaccurate 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, the risk that the Consolidation will not be approved by the TSX, and including all of the risks related to the Company’s business, financial condition, result of operations and cash flows and those factors detailed from time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review on sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.58

Exhibit 99.58

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES NEW SENIOR CREDIT FACILITY

Newbury Park, CALIFORNIA, May 20, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF (temporarily: KGEID), announces that its indirect wholly owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has entered into a new US $75 million revolving line of credit (“new facility”) from BOK Financial (“BOKF”) with an initial commitment amount of US$20,000,000.

The new facility has a four year term and provides for interest only payments until the June 2026 maturity date, with bi-annual scheduled reserve redeterminations. Initial proceeds from the new facility were used to fund the re-payment of BNK US’ previous facility with BOKF. The new facility bears interest at a per annum rate equal to an elected SOFR rate plus a margin ranging from 3% to 4%, depending on the borrowing base utilization amount. The Company currently has US$16.2 million drawn on the new facility which bears interest at 4.64%, assuming the current SOFR rate.

Post consolidation the Company’s ticker remains KEI on the TSX. On the OTCQB due to the consolidation the ticker has temporarily changed to KGEID for 20 business days, at which time it will revert back to KGEIF.

Commenting on the new facility, Wolf Regener, President and CEO, said, “We appreciate having BOKF’s continued support of our Tishomingo project. The new loan provides us with additional credit available and extended maturity to June 2026. We plan to use this facility and our cash flow to continue our 2022 drilling program in the 3^rd quarter.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

-2-

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws, including statements regarding payments under the credit facility and the Company’s plans and objectives. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.59

Exhibit 99.59

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. 30 DAY INITIAL PRODUCTION RATE OF 605 BOEPD FROM THE BARNES 8-4H WELL;
AVERAGING 615 BOEPD OVER THE PAST SEVEN DAYS

Newbury Park, CALIFORNIA, May 24, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF – (temporarily: KGEID)) is pleased to announce that the Barnes 8-4H well (99.8% working interest) has averaged 605 Barrels of oil equivalent per day (BOEPD), of which 515 barrels are oil, for the first 30 days of initial production (“IP30”). The well is located in the Company’s Tishomingo field in Oklahoma.

Wolf Regener, President and CEO, commented, “I am pleased to report that our latest well continues to perform exceptionally well. The Barnes 8-4H well has averaged 615 BOEPD (517 BOPD) over the last 7 days of production. The well wasn’t optimized until last week due to the workover rig being delayed on its previous job. To put the performance of this well in perspective, the 30-day proved forecast curve case IP30 utilized by our third-party engineering firm for our reserve report is 388 BOEPD (“Reserve Report IP30”) and the initial 30-day rate from the type curve utilized by the Company’s management assumes a 472 BOEPD IP30 rate (“Management IP30”). The Barnes 8-4H IP30 rate is 56 percent higher than the Reserve Report IP30 and 28 percent higher than the Management IP30. The Company’s management type curve generates a 145% Internal Rate of Return at a $100 a barrel oil price. The Barnes 8-4H has an early production rate similar to the Glenn 16-2H well. The Glenn 16-2H is projected to produce 765,000 barrels of oil equivalents (BOEs) based on our third-party engineering firm estimates.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

- 2 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, a projected Internal Rate of Return and estimated production. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, management’s assumption of a 472 BOEPD IP30 rate for the initial 30-day type curve, $100 a barrel oil price, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.60

Exhibit 99.60

3623 Old Conejo Road, Suite 207
Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ISSUES 2022 FINANCIAL GUIDANCE

Newbury Park, CALIFORNIA, May 26, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF (temporarily: KGEID)) is pleased to provide its 2022 guidance for its operations located in the Company’s Tishomingo field in Oklahoma.

The Company plans to continue growing production and cash flow for the rest of 2022 by drilling three additional horizontal wells in addition to the two wells already drilled this year that are on production. The total capital program budget for all five wells, which the Board of Directors has approved, is projected to be just over US$31 million. The drilling program for the remainder of the year is planned to be funded from adjusted funds flow⁽¹⁾ and the new credit facility announced last week. Drilling is expected to resume in late July once the previously announced drilling rig becomes available. The plan is for the next two wells to be drilled back-to-back and the Company has already secured all tubulars for both wells. Construction for the drilling location is scheduled to begin next week. The fifth well is planned for the fourth quarter of 2022.

(1) Adjusted funds flow is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this news release.

The capital program for the three remaining planned wells assumes cost inflation of over 20% compared to the two wells already drilled due mainly to higher tangible and service costs.

The 2022 capital program is forecasted to deliver:

● Annual average production of between 1,700 to 1,900 BOEPD, based on the assumption that the new production performs per the type curve utilized by the Company’s management (the “Management Type Curve”)⁽²⁾, with a year-end exit rate of over 2,700 BOEPD;

● Generate over US$39 million in revenue and US$26 million of adjusted funds flow;⁽³⁾ and

● Total debt to EBITDA ratio at the end of the year of less than 1.0 with forecasted year-end net debt between US$15.0 to US$17.0 million.⁽³⁾

Wolf Regener, President and CEO, commented, “If we achieve this forecast, we will be exiting the year with production rates that are about three times higher than the beginning of the year with an annual adjusted funds flow that is four times higher than what we achieved in 2021.”

(2)	Actual production from the two wells already drilled this year has exceeded the Management Type Curve (see prior news releases dated May 24 and April 18). The Management Type Curve was not adjusted for those two wells.
(3)	Assumptions include forecasted pricing from April 2022 through December 2022 of WTI US $90/bbl, $6 Henry Hub and NGL pricing of $36 bbl and includes the impact of the Company’s existing hedges.

- 2 -

NON-GAAP MEASURES

Adjusted funds flow is not a measure recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have any standardized meaning prescribed by IFRS. Management of the Company believes that adjusted funds flow is relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. Adjusted funds flow may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures as reported by such organizations. Adjusted funds flow should not be construed as an alternative to net income, cash flows related to operating activities, working capital or other financial measures determined in accordance with IFRS, as an indicator of the Company’s performance.

An explanation of how adjusted funds flow provides useful information to an investor and the purposes for which the Company’s management uses adjusted funds flow 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.sedar.com and is incorporated by reference into this earnings release.

The following is the reconciliation of adjusted funds flow to the comparable financial measures disclosed in the Company’s financial statements:

(US $000)	Three months ended March 31,
	2022		2021
Cash flow from continuing operations		1,243		1,364
Change in non-cash working capital		1,381		(64	)
Interest expense(a)		198		209
Adjusted funds flow		2,822		1,509

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

- 3 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing and expected funding sources of, and expected results from, planned wells development, projected total capital program budget for all five of the Company’s 2022 wells, the expected resumption of the Company’s drilling program in late July and forecasted results of the Company’s 2022 capital program with respect to production, revenue, adjusted funds flow, net debt to EBITDA ratio and year-end net debt.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $90 a barrel oil price, $6 Henry Hub and NGL pricing of $36 bbl, cost inflation of over 20% for the three remaining wells planned for 2022, that the drilling rig will become available and Company’s drilling program will resume in late July, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

- 4 -

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

Caution Regarding Future-Oriented Financial Information and Financial Outlook

This news release may contain information deemed to be “future-oriented financial information” or a “financial outlook” (collectively, “FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions including the assumptions discussed above under “Caution Regarding Forward-Looking Information”. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. FOFI contained in this news release was made as of the date of this news release and the Company disclaims any intention or obligations to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

EX-99.61

Exhibit 99.61

 

EX-99.62

Exhibit 99.62

3623 Old Conejo Road, Suite 207, Newbury Park, California 91320 Phone: (805) 484-3613 Fax: (805) 484-9649 TSX ticker symbol: KEI OTCQB ticker symbol: KGEIF

For Immediate Release

Kolibri Announces 2022 AGM Results

NEWBURY PARK, CALIFORNIA, July 19, 2022 – Kolibri Global Energy Inc. (the “Company” or “Kolibri”) (TSX: KEI, OTCQB: KGEIF) is pleased to announce the results of the Annual General Meeting of shareholders of the Company held in Vancouver, British Columbia on July 19, 2022. All of the resolutions put forward at the meeting were approved.

The Company’s shareholders voted to fix the number of directors of the Company at five and elected the following five nominees to the board of directors. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the votes submitted by proxy with respect to the election of directors:

Director Nominee	Votes For		% For			Votes Withheld		% Withheld
Wolf Regener		10,032,340		98.76	%		126,297		1.24	%
Eric Brown		10,021,265		98.65	%		137,372		1.35	%
Leslie O’Connor		6,943,365		68.35	%		3,215,272		31.65	%
David Neuhauser		10,084,373		99.27	%		74,264		0.73	%
Evan Templeton		10,001,593		98.45	%		157,037		1.55	%

The shareholders re-appointed KPMG LLP, Chartered Accountants as the auditor of the Company.

Shareholders also approved the Company’s Restricted Share Unit Plan with 85.65% of the votes in favour.

Additional details will be provided in a Report of Voting Results to be filed on SEDAR.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

Contacts

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.63

Exhibit 99.63

3623 Old Conejo Road, Suite 207 Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI OTCQB ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ISSUES 2022 UPDATE

Newbury Park, CALIFORNIA, July 20, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQB: KGEIF) is pleased to provide an update on its board of directors and its operations located in the Company’s Tishomingo field in Oklahoma.

Election of Evan Templeton

Evan Templeton was elected as a new director at the annual general meeting held on July 19, 2022. Mr. Templeton brings over 25 years of financial experience to the Company. His financial career has focused primarily on the High Yield and Leveraged Loan markets as a Senior Credit Analyst covering the Exploration & Production, Midstream, Oilfield Services and Refining sectors. He is the Founder and principal of WestOak Advisors, LLC which provides capital markets services to middle-market public and private companies. He is also a Managing Director at Odinbrook Global Advisors, LLC, which provides advisory services to companies in transition or financial distress. Prior to his current roles, Mr. Templeton was a Managing Director in the Leveraged Credit Trading group at Jefferies, where he led the Strategy Group. Prior to Jefferies, he held similar roles at RBC Capital Markets and FleetBoston Robertson Stephens. Mr. Templeton played key roles in the diligence, structuring and marketing of over $20 billion of left-lead high yield and leveraged loan transactions.

Wolf Regener, President, and CEO commented, “We are very pleased to have someone with Evan’s wealth of experience and expertise join our team. We believe that Evan will bring a tremendous benefit to our Company and its shareholders. We welcome Evan to our Board of Directors.”

OPERATIONS

The Company has completed the location work for the subsequent two wells in its 2022 drilling program. The drilling rig for the Glenn 16-3H and Brock 9-3H wells is expected to arrive on location around the first week of August. The wells will be drilled back to back, and the completion operations for both wells have been scheduled for mid-September. The fifth well in the 2022 drilling program is anticipated to be drilled shortly after the Glenn 16-3H and Brock 9-3H wells.

Wolf Regener, President, and CEO commented, “I am excited that we will be continuing our 2022 drilling program shortly and that the Barnes 7-3H and Barnes 8-4H wells are performing as anticipated. The new wells have significantly increased our second quarter cash flow and adjusted funds flow. We are currently on target to meet or exceed our previously announced financial guidance. This guidance has the Company exiting the year with production rates that are about three times higher than the beginning of the year, with an annual adjusted funds flow that is about four times higher than what we achieved in 2021, and a total debt to EBITDA ratio at year-end of less than 1.0.”

- 2 -

NON-GAAP MEASURES

Adjusted funds flow is not a measure recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have any standardized meaning prescribed by IFRS. Management of the Company believes that adjusted funds flow is relevant for evaluating returns on each of the Company’s projects as well as the performance of the enterprise as a whole. Adjusted funds flow may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures as reported by such organizations. Adjusted funds flow should not be construed as an alternative to net income, cash flows related to operating activities, working capital or other financial measures determined in accordance with IFRS, as an indicator of the Company’s performance.

An explanation of how adjusted funds flow provides useful information to an investor and the purposes for which the Company’s management uses adjusted funds flow 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.sedar.com and is incorporated by reference into this earnings release.

The following is the reconciliation of adjusted funds flow to the comparable financial measures disclosed in the Company’s financial statements:

(US $000)	Three months ended March 31,
	2022		2021
Cash flow from continuing operations		1,243		1,364
Change in non-cash working capital		1,381		(64	)
Interest expense(a)		198		209
Adjusted funds flow		2,822		1,509

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

- 3 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the benefit Evan will bring to the Company and shareholders, the timing and expected funding sources of, and expected results from, planned wells development, projected total capital program budget for all five of the Company’s 2022 wells, the drilling rig arriving on location around the first week of August, completion operations for both wells scheduled for mid-September, the timing of drilling of the 5^th well in the 2022 program, and forecasted production rates, revenue, adjusted funds flow and net debt to EBITDA ratio.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $90 a barrel oil price, $6 Henry Hub and NGL pricing of $36 bbl, cost inflation of over 20% for the three remaining wells planned for 2022, that the drilling rig will become available , the drilling rig arriving on location around the first week of August, completion operations for both wells occurring in mid-September, the 5^th well in the 2022 drill program being drilled shortly thereafter, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

- 4 -

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

Caution Regarding Future-Oriented Financial Information and Financial Outlook

This news release may contain information deemed to be “future-oriented financial information” or a “financial outlook” (collectively, “FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions including the assumptions discussed above under “Caution Regarding Forward-Looking Information”. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. FOFI contained in this news release was made as of the date of this news release and the Company disclaims any intention or obligations to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

EX-99.64

Exhibit 99.64

925 Broadbeck Dr., Suite 220 Newbury Park, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQX ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES NET INCOME OF $7 MILLION AND A 94% PRODUCTION INCREASE FOR SECOND QUARTER OF 2022

NEWBURY PARK, CALIFORNIA, August 9, 2022 -

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

SECOND QUARTER HIGHLIGHTS

● Average production for the second quarter of 2022 was 1,928 BOEPD, an increase of 94% compared to the second quarter of 2021 average production of 994 BOEPD due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022

● Adjusted funds flow⁽¹⁾ was $8.6 million in the second quarter of 2022 compared to $1.6 million in the second quarter of 2021, an increase of 473%. The increase was due to a 94% increase in production and an 84% increase in average prices

● Revenue, net of royalties was $12.4 million in the second quarter of 2022 compared to $3.5 million for second quarter of 2021, an increase of 251%, as production increased by 94% and prices increased by 84%

● Net income in the second quarter of 2022 was $7.0 million, compared to a net loss of $1.4 million in the second quarter of 2021. The increase was due to higher production and taxes partially offset by higher realized losses on commodity contracts

● Average netback from operations⁽²⁾ for the second quarter of 2022 was $63.06/boe, an increase of 108% from the prior year second quarter due to higher prices in 2022. Netback including commodity contracts⁽²⁾ for the second quarter of 2022 was $53.66/boe which was 128% higher than the prior year second quarter

● Interest expense decreased by 6% in the second quarter of 2022 compared to the same period in the prior year due to principal payments on the credit facility during the second half of 2021 and 2022 which reduced the outstanding loan balance

● Production and operating expenses per barrel averaged $7.77 per BOE in the second quarter of 2022 compared to $8.81 per BOE in the second quarter of 2021, a decrease of 12%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices

● In May 2022, the Company completed a share consolidation on the basis of one post-consolidation common share for every ten pre-consolidation common shares. The consolidation reduced the number of common shares issued and outstanding from 356,159,098 common shares to 35,615,921 common shares. All information related to earnings per share, issued and outstanding common shares, stock options and per share amounts in the press release have been retrospectively adjusted to reflect the share consolidation

● In May 2022, the Company amended its credit facility with BOK Financial with an initial borrowing base of $20 million. The credit facility expires in June 2026 and the Company currently has $3.8 million of available borrowing capacity

2

(1)	Adjusted funds flow 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.

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

“We are extremely pleased with the performance of our first two wells in the 2022 drilling program. Both the Barnes 7-3H and the Barnes 8-4H have exceeded our expected type curve. We generated over $8.6 million of adjusted funds flow⁽¹⁾ in the second quarter and over $7.0 million of net income from the outstanding performance of these two wells along with higher prices. After less than five months, the Barnes 7-3H well has already achieved payoff. We are excited that the drilling rig is scheduled to begin rigging up next week to continue our 2012 five well drilling program. We are planning to drill the next three wells back-to-back with completion activities scheduled to start in September. In order to prevent drilling delays due to potential supply chain issues, the Company had already purchased approximately $3.0 million of tubulars which is enough to supply all three of these wells.

With the continued support of BOK Financial, our credit facility now has an extended maturity of June 2026 with an initial commitment amount of $20 million giving us an available borrowing capacity of $3.8 million which will, along with cash flow from operations, allow us to continue our drilling program.

Average production for the second quarter of 2022 was 1,928 BOEPD, an increase of 94% compared to the second quarter of 2021 average production of 994 BOEPD due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022.

Adjusted funds flow⁽¹⁾ was $8.6 million in the second quarter of 2022 compared to $1.6 million in the second quarter of 2021, an increase of 473%. The increase was due to a 94% increase in production and an 84% increase in average prices.

Net revenue increased by 251% to $12.4 million in the second quarter of 2022 compared to $3.5 million for second quarter of 2021 due to the production and price increases.

Net income in the second quarter of 2022 was $7.0 million, compared to a net loss of $1.4 million in the second quarter of 2021. The increase was due to higher production and taxes partially offset by higher realized losses on commodity contracts

Netback from operations⁽²⁾ for the second quarter of 2022 was $63.06/boe, an increase of 108% from the prior year second quarter due to higher prices in 2022. Netback including commodity contracts⁽²⁾ for the second quarter of 2022 was $53.66/boe which was 128% higher than the prior year second quarter amount of $24.14/boe.

Operating expenses per barrel averaged $7.77 per BOE in the second quarter of 2022 compared to $8.81 per BOE in the second quarter of 2021, a decrease of 12%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices.

3

Interest expense decreased by 6% in the second quarter of 2022 compared to the same period in the prior year due to principal payments on the credit facility during the second half of 2021 and 2022 which reduced the outstanding loan balance.

The Company’s G&A expenses increased by 27% due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.”

	Second Quarter								First Six Months
	2022		2021			%			2022		2021			%
Net Income (Loss):
$ Thousands	$	7,007	$	(1,418	)		-	%	$	4,551	$	(1,946	)		-	%
$ per basic common share	$	0.20	$	(0.06	)		-		$	0.13	$	(0.08	)		-	%
$ per diluted common share	$	0.19	$	(0.06	)		-		$	0.13	$	(0.08	)		-	%
Capital Expenditures	$	7,572	$	61			-		$	14,973	$	90			-
Average Production (Boepd)		1,928		994			94	%		1,493		1,007			48	%
Average Price per Barrel	$	92.02	$	49.97			84	%	$	86.06	$	47.70			80	%
Average Netback from operations(2) per Barrel	$	63.06	$	30.30			108	%	$	58.11	$	29.30			98	%
Average Netback including commodity contracts(2) per Barrel	$	53.66	$	23.49			128	%	$	47.78	$	24.14			98	%

	June			March			December
	2022			2022			2021
Cash and Cash Equivalents	$	2,889		$	3,058		$	7,316
Working Capital	$	(2,030	)	$	(3,011	)	$	3,823

(1) Adjusted funds flow 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.

Second Quarter 2022 versus Second Quarter 2021

Oil and gas gross revenues totaled $14,365,000 in the quarter versus $3,914,000 in the second quarter of 2021. Oil revenues increased $10,451,000 or 267% as average oil prices increased by $31.46 per barrel or 72% and oil production increased 114% to 1,439 boepd. Natural gas revenues increased $519,000 or 225% to $750,000 as average natural gas prices increased by $3.62/mcf or 127% to $6.48/mcf and natural gas production increased by 43% to 1,271 mcfpd. Natural gas liquids (NGLs) revenues increased $654,000 or 174% as average NGL prices increased 70% to $40.82/boe and NGL production increased by 61% to 277 boepd.

4

Average production for the second quarter of 2022 was 1,928 BOEPD, an increase of 94% compared to the second quarter of 2021 average production of 994 BOEPD due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022.

Production and operating expenses increased to $1,364,000 in the second quarter of 2022, an increase of 71%. Operating expenses averaged $7.77 per BOE for the second quarter of 2022 compared to $8.81 per BOE for the same period in 2021. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices.

Depletion and depreciation expense increased $1,191,000 or 133% due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021.

G&A expense increased $182,000 or 27% due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Share based compensation for the second quarter of 2022 was $32,000 compared to zero in the second quarter of 2021. The share based compensation was due to stock options awarded in January 2022.

Finance income increased $0.7 million in the second quarter of 2022 compared to the prior year quarter due to unrealized gains on commodity contracts in the second quarter of 2022.

Finance expense decreased $1.0 million in the second quarter of 2022 compared to the prior year quarter primarily due to unrealized losses on commodity contracts in 2021 partially offset by higher realized losses on commodity contracts in 2022.

FIRST SIX MONTHS 2022 HIGHLIGHTS

● Average production for the first six months of 2022 was 1,493 BOEPD, an increase of 48% compared to the first six months 2021 average production of 1,007 BOEPD due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022

● Adjusted funds flow⁽¹⁾ was $11.4 million in the first six months of 2022 compared to $3.0 million in the first six months of 2021, an increase of 280%. The increase was due to a 48% increase in production and an 80% increase in average prices partially offset by higher realized losses on commodity contracts

● Revenue, net of royalties was $18.0 million in the first six months of 2022 compared to $6.8 million for first six months of 2021, an increase of 164%, as prices increased by 80% and production increased by 48%

● Net income in the first six months of 2022 was $4.6 million, compared to a net loss of $1.9 million in the first six months of 2021. The increase was due to higher production and taxes partially offset by higher realized losses on commodity contracts

● Average netback from operations⁽²⁾ for the first six months of 2022 was $58.11/boe, an increase of 98% from the prior year period due to higher prices in 2022. Netback including commodity contracts⁽²⁾ for the first six months of 2022 was $47.78/boe which was 98% higher than the prior year period

● Production and operating expenses per barrel averaged $8.40 per BOE in the first six months of 2022 compared to $8.05 per BOE in the first six months of 2021, an increase of 4%. The increase was due to higher production taxes in the first six months of 2022 which were $4.16 per BOE compared to $2.46 per BOE in the prior year first six months. Operating expense per boe excluding production taxes for the first six months of 2022 decreased by 24% compared to the prior year period due to one-time field maintenance costs in 2021

● Interest expense decreased by 6% in the first six months of 2022 compared to the same period in the prior year due to principal payments on the credit facility during the second half of 2021 and 2022 which reduced the outstanding loan balance

5

(1) Adjusted funds flow 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 2022 versus First Six Months of 2021

Oil and gas gross revenues totaled $20,544,000 in the first six months of 2022 versus $7,424,000 in the first six months of 2021. Oil revenues increased $13,120,000 or 177% as average oil prices increased by $45.47 per barrel or 76% and oil production increased by 57% to 1,078 boepd. Natural gas revenues increased $619,000 or 119% to $1,141,000 as average natural gas prices increased by $2.51/mcf or 78% to $5.74/mcf and natural gas production increased by 23% to 1,097 mcfpd. Natural gas liquids (NGLs) revenues increased $820,000 or 109% as average NGL prices increased 55% to $37.40/boe and NGL production increased by 35% to 232 boepd.

Average production for the first six months of 2022 was 1,493 boepd, an increase of 48% from the average production of 1,007 boepd in the same period of 2021. The increase was due to production from the Barnes 7-3H well which started production in March 2022 and the Barnes 8-4H well which started production at the end of April 2022.

Production and operating expenses per barrel averaged $8.40 per BOE in the first six months of 2022 compared to $8.05 per BOE in the first six months of 2021, an increase of 4%. The increase was due to higher production taxes in the first six months of 2022 which were $4.16 per BOE compared to $2.46 per BOE in the prior year first six months. Operating expense per boe excluding production taxes for the first six months of 2022 decreased by 24% compared to the prior year period due to one-time field maintenance costs in 2021.

Depletion and depreciation expense increased $1,421,000 or 79% due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021.

G&A expense increased $105,000 or 7% due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Share based compensation for the first six months of 2022 was $157,000 compared to zero in the first six months of 2021. The share based compensation was due to stock options awarded in January 2022.

Finance expense increased $1.9 million in the first six months of 2022 compared to the prior year period primarily due to higher realized losses on commodity contracts in 2022.

6

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

($000 except as noted)

	June 30			December 31
	2022			2021
Current Assets
Cash	$	2,889		$	7,316
Trade and other receivables		6,342			1,999
Other current assets		1,022			587
		10,253			9,902
Non-current assets
Property, plant and equipment		158,940			147,114
Total Assets	$	169,193		$	157,016
Current Liabilities
Trade and other payables	$	8,310		$	3,145
Current portion of loans and borrowings		-			1,000
Lease payable		6			43
Fair value of commodity contracts		3,967			1,891
		12,283			6,079
Non-current liabilities
Loans and borrowings		15,907			15,866
Asset retirement obligations		1,475			1,398
Fair value of commodity contracts		1,550			585
		18,932			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,126			22,948
Deficit		(181,369	)		(185,920	)
Total Equity		137,978			133,088
Total Equity and Liabilities	$	169,193		$	157,016

7

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

($000 except as noted)

	Second Quarter						First Six Months
	2022			2021			2022			2021
Oil and natural gas revenue, net	$	12,428		$	3,539		$	17,975		$	6,808
Other income		28			-			29			1
		12,456			3,539			18,004			6,809
Production and operating expenses		1,364			797			2,271			1,467
Depletion and depreciation expense		2,087			896			3,226			1,805
General and administrative expenses		844			662			1,530			1,425
Stock based compensation		32			-			157			-
Gain on forgiven loan		-			(303	)		-			(303	)
		4,327			2,052			7,184			4,394
Finance income		747			1			10			-
Finance expense		(1,869	)		(2,906	)		(6,279	)		(4,361	)
Net income (loss)		7,007			(1,418	)		4,551			(1,946	)
Net income (loss) per basic share	$	0.20		$	(0.06	)	$	0.13		$	(0.08	)
Net income (loss) per diluted share	$	0.19			(0.06	)		0.13			(0.08	)

8

KOLIBRI GLOBAL ENERGY

SECOND QUARTER 2022

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

	Second Quarter				First Six Months
	2022		2021		2022		2021
Oil revenue before royalties	$	14,365		3,914		20,544		7,424
Gas revenue before royalties		750		231		1,141		522
NGL revenue before royalties		1,029		375		1,570		750
Oil and Gas revenue		16,144		4,520		23,255		8,696
Adjusted funds flow(1)		8,614		1,465		11,436		2,974
Additions to property, plant & equipment		7,572		61		14,973		90

Statistics:	2nd Quarter						First Six Months
	2022			2021			2022			2021
Average oil production (Bopd)		1,439			674			1,078			686
Average natural gas production (mcf/d)		1,271			889			1,097			893
Average NGL production (Boepd)		277			172			232			172
Average production (Boepd)		1,928			994			1,493			1,007
Average oil price ($/bbl)	$	109.74		$	63.77		$	105.27		$	59.80
Average natural gas price ($/mcf)	$	6.48		$	2.86		$	5.74		$	3.23
Average NGL price ($/bbl)	$	40.82		$	23.96		$	37.40		$	24.06
Average price (Boe)	$	92.02		$	49.97		$	86.06		$	47.70
Less: Royalties (Boe)		21.19			10.86			19.55			10.35
Less: Operating expenses (Boe)		7.77			8.81			8.40			8.05
Netback from operations(2) (Boe)	$	63.06		$	30.30		$	58.11		$	29.30
Price adjustment from commodity contracts (Boe)		(9.40	)		(6.81	)		(10.33	)		(5.16	)
Netback including commodity contracts(2) (Boe)	$	53.66		$	23.49		$	47.78		$	24.14

(1)	Adjusted funds flow 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, 2022 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

9

NON-GAAP MEASURES

Netback from operations, netback including commodity contracts and adjusted funds flow (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 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.sedar.com and is incorporated by reference into this earnings release.

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 flow 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 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 (loss) from continuing operations, 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,
	2022			2021			2022			2021
Net income (loss)		7,006			(1,418	)		4,551			(1,946	)
Adjustments:
Finance income		(746	)		(1	)		(10	)		-
Finance expense		1,869			2,906			6,279			4,361
Share based compensation		32			-			157			-
General and administrative expenses		844			662			1,530			1,425
Depletion, depreciation and amortization		2,087			896			3,226			1,805
Impairment of PP&E		-			-			-			-
Other income		(28	)		(303	)		(29	)		(304	)
Operating netback		11,064			2,742			15,704			5,341
Netback from operations per BOE		63.06			30.30			58.11			29.30

10

Adjusted funds flow is calculated as cash from operating activities excluding changes in non-cash operating working capital and interest expense. The Company considers this a key measure as it demonstrates its ability to generate funds from operations necessary for future growth excluding the impact from short-term fluctuations in the collection of accounts receivable and the payment of accounts payable and financing costs. The following is the reconciliation of the non-GAAP measure adjusted funds flow to the comparable financial measures disclosed in the Company’s financial statements:

(US $000)	Three months ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
Cash flow from continuing operations		8,314		1,649			9,557		3,013
Change in non-cash working capital		113		(379	)		1494		(443	)
Interest expense(a)		187		195			385		404
Adjusted funds flow		8,614		1,465			11,436		2,974

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

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.

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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 cash flow and adjusted funds flow, 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, 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.sedar.com.

12

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.

KEI is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.65

Exhibit 99.65

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES DRILLING PROGRAM UPDATE

Thousand Oaks, CALIFORNIA, August 24, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an update on its operations located in the Company’s Tishomingo field in Oklahoma.

OPERATIONS

The Company has completed the location work for the Glenn 16-3H and Brock 9-3H wells, which are the third and fourth wells in the Company’s 2022 drilling program. The location for the 5^th well, the Emery 17-2H, should be completed by the end of the month. The drilling rig loads finished arriving on location last week and a third-party crane is expected on site tomorrow to begin rigging up the drilling rig.

The rig is expected to spud the Glenn 16-3H by September 1st. All three wells are planned to be drilled back to back and the completion operations for the Glenn 16-3H and Brock 9-3H wells have been tentatively scheduled for the first week of October.

Wolf Regener, President, and CEO commented, “I am excited that we will be continuing our 2022 drilling program shortly. The Barnes 7-3H and Barnes 8-4H wells both continue to exceed our management type curve. We are currently on target to meet or exceed our previously announced financial guidance. This guidance has the Company exiting the year with production rates that are about three times higher than the beginning of the year, with 2022 adjusted funds flow that is about four times higher than what we achieved in 2021, and a total debt to EBITDA ratio at year-end of less than 1.0.”

The Company’s investor presentation has been updated and can be found on Company’s website.

NON-GAAP MEASURES

Adjusted funds flow is not a measure recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have any standardized meaning prescribed by IFRS. Management of the Company believes that adjusted funds flow is relevant for evaluating returns on the Company’s project as well as the performance of the enterprise as a whole. Adjusted funds flow may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures as reported by such organizations. Adjusted funds flow should not be construed as an alternative to net income, cash flows related to operating activities, working capital or other financial measures determined in accordance with IFRS, as an indicator of the Company’s performance.

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An explanation of how adjusted funds flow provides useful information to an investor and the purposes for which the Company’s management uses adjusted funds flow 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.sedar.com and is incorporated by reference into this news release.

Adjusted funds flow is calculated as cash from operating activities excluding changes in non-cash operating working capital and interest expense. The Company considers this a key measure as it demonstrates its ability to generate funds from operations necessary for future growth excluding the impact from short-term fluctuations in the collection of accounts receivable and the payment of accounts payable and financing costs.

The following is the reconciliation of adjusted funds flow to the comparable financial measures disclosed in the Company’s financial statements:

(US $000)	Six months ended June 30,
	2022		2021
Cash flow from continuing operations		9,557		3,013
Change in non-cash working capital		1,494		(443	)
Interest expense(a)		385		404
Adjusted funds flow		11,436		2,974

(a) Interest expense on long-term debt excluding the amortization of debt issuance costs

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

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Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the expected timing and completion of the Company’s work and operations in the Company’s 2022 drill program the timing and expected funding sources of, and expected results from, planned wells development, and forecasted production rates, revenue, adjusted funds flow and net debt to EBITDA ratio.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $90 a barrel oil price, $6 Henry Hub and NGL pricing of $36 bbl, cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

Caution Regarding Future-Oriented Financial Information and Financial Outlook

This news release may contain information deemed to be “future-oriented financial information” or a “financial outlook” (collectively, “FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions including the assumptions discussed above under “Caution Regarding Forward-Looking Information”. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. FOFI contained in this news release was made as of the date of this news release and the Company disclaims any intention or obligations to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

EX-99.66

Exhibit 99.66

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES DRILLING PROGRAM UPDATE

Thousand Oaks, CALIFORNIA, September 15, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an update on its operations located in the Company’s Tishomingo field in Oklahoma.

OPERATIONS

The Company spudded the Brock 9-3H well today. The Brock 9-3H is the third well in the Company’s 2022 drilling program. The spudding had been delayed while the rig operator waited for and then replaced some components. After drilling the Brock 9-3H, the rig will slide over to drill the Glenn 16-3H from the same pad and then move to the Emery 17-2H well, which is the fifth well in the 2022 drilling program.

The location work for the Emery 17-2H is complete and the conductor has been set awaiting the drilling rig. The completion operations for the Brock 9-3H and Glenn 16-3H wells are planned for the end of October.

Wolf Regener, President, and CEO commented, “We appreciate the diligence of the rig contractor in ensuring that the drilling rig is in good shape prior to starting on our wells. We are looking forward to safely and efficiently drilling and completing these next wells. I’m pleased to say that our previous wells, the Barnes 7-3H and Barnes 8-4H wells both continue to exceed our management type curve.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

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Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the expected timing and completion of the Company’s work and operations, the Company safely and efficiently drilling and completing the wells, and expected results from the wells.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $90 a barrel oil price, $6 Henry Hub and NGL pricing of $36 bbl, cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.67

Exhibit 99.67

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ADDS SECOND DRILLING RIG

Thousand Oaks, CALIFORNIA, October 3, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that it has brought in a second drilling rig to drill the Emery 17-2H well located in the Company’s Tishomingo field in Oklahoma.

OPERATIONS

The Company anticipates spudding the Emery 17-2H well in the next few days. The drilling rig began moving in over the weekend. The Emery 17-2H is one of the five wells in the Company’s 2022 drilling program. The completion operations for the well are planned for the end of October.

The other drilling rig is currently drilling the lateral portion of the Brock 9-3H, with oil and gas shows as expected. After drilling the Brock 9-3H, the rig will slide over to drill the Glenn 16-3H from the same pad. The completion operations for the Brock 9-3H and Glenn 16-3H wells are planned to commence after the Emery 17-2H well is completed.

Wolf Regener, President, and CEO, commented, “We are pleased to add a second rig so that we are able to drill the Emery 17-2H well now and begin production from the new wells sooner than we previously thought. We look forward to getting all three of these wells on production, which will further increase our cash flow.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

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Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the expected timing and completion of the Company’s work and operations, , expected results from the wells, and anticipated cash flows.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.68

Exhibit 99.68

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES BANK LINE INCREASE

Thousand Oaks, CALIFORNIA, October 12, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that its indirect wholly owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has obtained an increase in its Borrowing Base to US$25 million on its revolving line of credit (“Credit Facility”) from BOK Financial (“BOKF”). The current outstanding amount drawn on the Credit Facility is US$16.2 million.

Wolf Regener, President and CEO, commented, “We are very pleased to have BOKF’s continued support as we accelerate the development of our Tishomingo project. This increase in our borrowing base provides us with more flexibility and supports our production and cash flow growth initiatives.”

The increase in available borrowing capacity gives BNK US the ability to drawdown an additional US$8.8 million for the further development of the Company’s Tishomingo field in Oklahoma. The facility provides for interest only payments until the June 2026 maturity date, with bi-annual scheduled reserve redeterminations.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the Credit Facility and the Company’s initiatives.

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Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.69

Exhibit 99.69

925 Broadbeck Drive, Suite 220 Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. OPERATIONS AND FORECAST UPDATE

Thousand Oaks, CALIFORNIA, October 24, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that it has finished drilling the Brock 9-3H and Emery 17-2H wells and it is currently drilling the Glenn 16-3H well in the Company’s Tishomingo field in Oklahoma.

OPERATIONS

The Emery 17-2H and Brock 9-3H wells were drilled safely and without incident to their intended target depth, and the drilling operations for the Glenn 16-3H are progressing as expected. We have encountered good oil and gas shows in both wells comparable to our previously drilled corridor wells in the field and expect similar results from the Glenn 16-3H well. The completion operations for all three wells originally planned to start at the end of October are delayed to mid-November when our contractor expects to be finished with their prior job. All materials and other services have already been sourced and are awaiting the frack equipment to arrive on location.

The Emery 17-2H well will be fracture stimulated first, followed by the fracture stimulations for the Brock 9-3H and Glenn 16-3H wells, which are scheduled to be done concurrently. Production from the Emery 17-2H well is now anticipated to begin in early December, with production from the Brock 9-3H and Glenn 16-3H expected to commence in late December.

UPDATED FORECAST

While our forecasted year-end exit production rate remains the same at 2,700 boepd, we are revising our previously announced forecast to factor in a lower oil price for the remainder of the year and to reflect the later than expected completion of the wells.

	Revised Forecast	% Increase from Fiscal Year 2021
Exit rate production	2,700 boepd		192%
Forecasted average production	1,500 to 1,700 boepd		54% to 74%
Revenue(1)	$35 million to $37 million		134% to 147%
Adjusted Funds Flow(2)	$23 million to $25 million		250% to 281%

(1)	Assumptions include on forecasted pricing from October 2022 through December 2022 of WTI US $85/bbl, $6 Henry Hub and NGL pricing of $34/boe and includes the impact of the Company’s existing hedges.
(2)	Adjusted funds flow is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this news release.

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Wolf Regener, President, and CEO commented, “We are pleased that the drilling of the wells is progressing smoothly. Even though we, along with much of our industry, are experiencing tightness in materials and equipment availability, we still expect production to commence from all three wells by the end of 2022. By putting these wells on production in 2022, it allows these wells to be included in our year-end reserve report.”

NON-GAAP MEASURES

Adjusted funds flow is not a measure recognized under Canadian generally accepted accounting principles (“GAAP”) and does not have any standardized meaning prescribed by IFRS. Management of the Company believes that adjusted funds flow is relevant for evaluating returns on the Company’s project as well as the performance of the enterprise as a whole. Adjusted funds flow may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures as reported by such organizations. Adjusted funds flow should not be construed as an alternative to net income, cash flows related to operating activities, working capital or other financial measures determined in accordance with IFRS, as an indicator of the Company’s performance.

An explanation of how adjusted funds flow provides useful information to an investor and the purposes for which the Company’s management uses adjusted funds flow 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.sedar.com and is incorporated by reference into this news release.

Adjusted funds flow is calculated as cash from operating activities excluding changes in non-cash operating working capital and interest expense. The Company considers this a key measure as it demonstrates its ability to generate funds from operations necessary for future growth excluding the impact from short-term fluctuations in the collection of accounts receivable and the payment of accounts payable and financing costs.

The following is the reconciliation of adjusted funds flow to the comparable financial measures disclosed in the Company’s financial statements:

(US $000)	Three months ended June 30,					Six months ended June 30,
	2022		2021			2022		2021
Cash flow from continuing operations		8,314		1,649			9,557		3,013
Change in non-cash working capital		113		(379	)		1494		(443	)
Interest expense(3)		187		195			385		404
Adjusted funds flow		8,614		1,465			11,436		2,974

(3) Interest expense on long-term debt excluding the amortization of debt issuance costs

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About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Cautionary Statements

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

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

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

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

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

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing and expected funding sources of, and expected results from, planned wells development, projected total capital program budget for all five of the Company’s 2022 wells, and forecasted results of the Company’s operations with respect to production, revenue, adjusted funds flow.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $85 a barrel oil price, $6 Henry Hub and NGL pricing of $34 bbl cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

- 4 -

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

Caution Regarding Future-Oriented Financial Information and Financial Outlook

This news release may contain information deemed to be “future-oriented financial information” or a “financial outlook” (collectively, “FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions including the assumptions discussed above under “Caution Regarding Forward-Looking Information”. The actual results of operations of the Company and the resulting financial results may vary from the amounts set forth herein, and such variations may be material. The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. FOFI contained in this news release was made as of the date of this news release and the Company disclaims any intention or obligations to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

EX-99.70

Exhibit 99.70

925 Broadbeck Drive, Suite 220 Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BEGINS COMPLETION OPERATIONS

Thousand Oaks, CALIFORNIA, November 3, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that it has finished drilling the Glenn 16-3H well and has started completion operations on the Emery 17-2H well in the Company’s Tishomingo field in Oklahoma.

The Glenn 16-3H well was drilled safely and without incident to its intended target depth. The well had oil and gas shows that were stronger than those encountered in the Brock 9-3H and Emery 17-2H wells, which had oil and gas shows comparable to our average previously drilled corridor wells in the field.

The completion operations for the Emery 17-2H are underway and are progressing well. Once they are finished, the completion operations for the Brock 9-3H and Glenn 16-3H will be started. The completion operations for these two wells will be done concurrently. Initial production rates from the wells will be reported once they are available.

Wolf Regener, President, and CEO commented, “We are proud of our team and pleased that the drilling of all three wells was completed safely and without incident. We look forward to having these three wells on production, which we anticipate will help us meet our forecasted 2,700 BOEPD year-end exit rate.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

- 2 -

Cautionary Statements

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

(a)	The Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent (“Boes”) to reflect natural gas liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
(b)	Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.
(c)	Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.
(d)	The Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the expected timing and completion of the Company’s work and operations, the Company safely and efficiently drilling and completing the wells, and expected results from the well.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including $85 a barrel oil price, $6 Henry Hub and NGL pricing of $34 bbl cost inflation of over 20% for the three remaining wells planned for 2022, work and operations in the Company’s 2022 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, plans for expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.71

Exhibit 99.71

     925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI OTCQX ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES THIRD QUARTER

2022 NET INCOME OF US$9.3 MILLION AND ADJUSTED EBITDA OF US$6.9 MILLION

THOUSAND OAKS, CALIFORNIA, November 4, 2022 -

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

THIRD QUARTER 2022 HIGHLIGHTS

●	Adjusted EBITDA(1) was $6.9 million in the third quarter of 2022 compared to $1.7 million in the third quarter of 2021, an increase of 296%. The increase was primarily due to an increase in production of 77% and an increase in average prices of 43%, partially offset by higher realized losses from commodity contracts in the third quarter of 2022
●	Net income for the third quarter of 2022 was $9.3 million compared to net income of $0.6 million for the third quarter of 2021 due to increases in average prices and production and an unrealized gain on commodity contracts of $4.6 million in the third quarter of 2022
●	Revenue, net of royalties was $9.9 million in the third quarter of 2022 compared to $3.9 million for the third quarter of 2021, which was an increase of 152%, as average prices increased by 43% and production increased by 77%
●	Average netback from operations(2) for the third quarter of 2022 was $55.16/boe, an increase of 54% from the prior year third quarter due to higher prices in 2022. Average netback including commodity contracts(2) for the third quarter of 2022 was $49.69 per boe, an increase of 84% from the prior year third quarter
●	Average production for the third quarter of 2022 was 1,702 BOEPD, an increase of 77% compared to third quarter 2021 production of 960 BOEPD. This increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well
●	Production and operating expenses per barrel averaged $7.77 per BOE in the third quarter of 2022 compared to $8.40 per BOE in the second quarter of 2021, a decrease of 8%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices
●	In October 2022, the credit facility was redetermined and the borrowing base was increased from $20 million to $25 million. After the redetermination, the Company has $8.8 million of available borrowing capacity
(1)	Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.
(2)	Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

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

“We are pleased that the Company generated third quarter 2022 adjusted EBITDA⁽¹⁾ of $6.9 million which was an increase of almost 300% from the prior year quarter. The Barnes 7-3H well and the Barnes 8-4H well, the first two wells in our 2022 drilling program, continue to exceed management’s type curve.

We are excited that we will bring three wells into production during the fourth quarter. The Company has just completed drilling the Glenn 16-3H well, which is the fifth well in our 2022 drilling program. The Emery 17-2H and Brock 9-3H wells have already been drilled. Completion operations on the Emery 17-2H well have begun, with production expected later in November. The completion operations on the Brock 9-3H well and the Glenn 16-3H well will be done concurrently immediately after the Emery 17-2H well with production expected in December.

Average production for the third quarter of 2022 was 1,702 BOEPD, an increase of 77% compared to third quarter 2021 production of 960 BOEPD due to new production from the Barnes 7-3H well and the Barnes 8-4H well.

Adjusted EBITDA⁽¹⁾ was $6.9 million for the third quarter of 2022 compared to $1.7 million for the prior year third quarter, an increase of 296%. The increase was primarily due to an increase in average prices of 43% and an increase in production of 77%, partially offset by higher realized losses from commodity contracts in the third quarter of 2022.

Net income in the third quarter of 2022 was $9.3 million, compared to a net income of $0.6 million in the third quarter of 2021. The increases were due to higher production and higher average prices and an unrealized gain on commodity contracts of $4.6 million in the third quarter of 2022.

Netback from operations⁽²⁾ increased to $55.16 per BOE in the third quarter of 2022 compared to $35.87 per BOE in the third quarter of 2021, an increase of 54%. Netback including commodity contracts⁽²⁾ for the third quarter of 2022 was $49.69 per BOE, an increase of 84% from the prior year third quarter. The 2022 increases compared to the same periods in the prior year were due to the increase in average prices.

Net revenue was $9.9 million in the third quarter of 2022 compared to $3.9 million for third quarter of 2021, which was an increase of 152% due to higher prices and higher production.

Operating expenses averaged $7.77 per BOE in the third quarter of 2022 compared to $8.40 per BOE in the third quarter of 2021, a decrease of 8%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices.

In October 2022, the credit facility with BOK Financial was redetermined and the borrowing base was increased from $20 million to $25 million. After the redetermination, the Company now has $8.8 million of available borrowing capacity.”

	Third Quarter							First Nine Months
	2022		2021		%			2022		2021			%
Net Income (Loss):
$ Thousands	$	9,299	$	608		1,429		$	13,850	$	(1,338	)		-
$ per common share	$	0.26	$	0.03		767		$	0.39	$	(0.06	)		-
assuming dilution
Capital Expenditures	$	4,940	$	47		10,411	%	$	19,913	$	137			14,435
Average Production (Boepd)		1,702		960		77	%		1,563		991			58	%
Average Price per Barrel	$	80.89	$	56.49		43	%	$	84.19	$	50.58			66	%
Average Netback from operations(2) per Barrel	$	55.16	$	35.87		54	%	$	57.05	$	31.45			81	%
Average Netback including commodity contracts(2) per Barrel	$	49.69	$	27.04		84	%	$	48.50	$	25.08			93	%

	September 2022		June 2022			December 2021
Cash and Cash Equivalents	$	4,878	$	2,889		$	7,316
Working Capital	$	2,839	$	(2,030	)	$	3,823

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

Third Quarter 2022 versus Third Quarter 2021

Oil and gas gross revenues totaled $12.7 million in the third quarter of 2022 versus $5.0 million in the third quarter of 2021. Oil revenues increased $6.7 million or 162% to $10.8 million as average oil prices increased by $23.91 per barrel or 34% to $93.52 and oil production increased by 95% to 1,252 boepd. Natural gas revenues increased by $0.7 or 219% to $1.0 million as natural gas prices increased $6.12/mcf or 149% and average natural gas production increased by 238 mcfpd or 28%. Natural gas liquids (NGLs) revenues increased $0.3 million or 55% as NGL prices increased 3% to $35.33/boe and NGL production increased by 91 boepd or 51%.

Average third quarter 2022 production per day increased 742 boepd or 77% from the third quarter of 2021. The increase was due to new production from the Barnes 7-3H well and the Barnes 8-4H well.

Production and operating expenses increased to $1.2 million in the third quarter of 2022, an increase of 64%. Operating expenses averaged $7.77 per BOE for the third quarter of 2022 compared to $8.40 per BOE for the same period in 2021. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices.

Depletion and depreciation expense increased $1.0 million or 113% due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021.

General and administrative expenses increased $0.3 million or 39% in the third quarter of 2022 due to due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Interest expense increased by 19% in the third quarter of 2022 compared to the same period in the prior year due to higher interest rates partially offset by principal payments on the credit which reduced the outstanding loan balance.

Finance income increased by $4.6 million in the third quarter of 2022 compared to the third quarter of 2021 due to realized gains on commodity contracts in the third quarter of 2022.

FIRST NINE MONTHS 2022 HIGHLIGHTS

● Adjusted EBITDA⁽¹⁾ was $18.3 million in the first nine months of 2022 compared to $4.7 million in the first nine months of 2021, an increase of 288%. The increase was primarily due to an increase in average prices of 66% and an increase in production of 58%, partially offset by higher realized losses from commodity contracts in the first nine months of 2022

● Net income for the first nine months of 2022 was $13.9 million compared to net loss of $1.3 million for the third quarter of 2021 due to increases in average prices and production and an unrealized gain on commodity contracts of $1.6 million in the first nine months of 2022

● Revenue, net of royalties was $27.8 million in the first nine months of 2022 compared to $10.7 million for first nine months of 2021, an increase of 160%, due to an increase in average production and average prices

● Average netback from operations⁽²⁾ for the first nine months of 2022 was $57.05/boe, an increase of 81% from the prior year period due to higher prices in 2022. Netback including commodity contracts⁽²⁾ for the first nine months of 2022 was $48.50/boe which was 93% higher than the prior year period

● Average production for the first nine months of 2022 was 1,563 BOEPD, an increase of 58% compared to first nine months 2021 production of 991 BOEPD. This increase is due to production from the Barnes 7-3H well and the Barnes 8-4H well

● Production and operating expenses per barrel averaged $8.17 per BOE in the both the first nine months of 2022 and 2021 as the decrease from increased production which reduced the per barrel fixed costs was offset by higher production taxes due to an increase in 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 Nine Months of 2022 versus First Nine Months of 2021

Oil and gas gross revenues totaled $35.9 million in the first nine months of 2022 versus $13.7 million in the first nine months of 2021, an increase of 163%. Oil revenues were $31.3 million in the first nine months of 2022 versus $11.5 million in the same period of 2021, an increase of 172% as average oil prices increased 60% to $100.91 a barrel and oil production increased by 69% to 1,137 boepd. Natural gas revenues increased $1.3 million or 157% due to an average natural gas price increase of 106% and a 25% increase in natural gas production. NGL revenue increased $1.1 million or 86% due to an average NGL price increase of 33% and an increase in NGL production of 40% in the first nine months of 2022 compared to the comparable prior year period.

Average production per day for the first nine months of 2022 increased 58% from the prior year comparable period. The increase was due to new production from the Barnes 7-3H well and the Barnes 8-4H well.

Production and operating expenses increased to $3.5 million or 58% in the first nine months of 2022 compared to the prior year period. Production and operating expenses per barrel averaged $8.17 per BOE in the both the first nine months of 2022 and 2021 as the decrease from increased production which reduced the per barrel fixed costs was offset by higher production taxes due to an increase in prices.

Depletion and depreciation expense increased $2.4 million due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021.

General and administrative expenses increased $0.4 million or 17% in the first nine months of 2022 due to due to increases in payroll costs and director fees in 2022 and additional non-recurring professional costs related to the share consolidation process.

Finance income increased by $1.6 million due to unrealized gains on financial commodity contracts recorded in 2022.

Finance expense decreased $1.0 million in the first nine months of 2022 due to an unrealized loss on commodity contracts of $3.0 million in 2021 partially offset by higher realized losses on commodity contracts which increased by $2.0 million compared to the prior year period.

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

($000 except as noted)

	September 30			December 31
	2022			2021
Current Assets
Cash and cash equivalents	$	4,878		$	7,316
Trade and other receivables		4,233			1,999
Other current assets		1,407			587
		10,518			9,902
Non-current assets
Property, plant and equipment		162,116			147,114
Total Assets	$	172,634		$	157,016
Current Liabilities
Trade and other payables	$	6,883		$	3,145
Current portion of loans and borrowings		-			1,000
Lease payable		26			43
Fair value of commodity contracts		770			1,891
		7,679			6,079
Non-current liabilities
Loans and borrowings		15,855			15,866
Asset retirement obligations		1,617			1,398
Fair value of commodity contracts		99			585
Lease payable		27
		17,598			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,206			22,948
Deficit		(172,070	)		(185,920	)
Total Equity		147,357			133,088
Total Equity and Liabilities	$	172,634		$	157,016

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

($000 except as noted)

	Third Quarter						First Nine Months
	2022			2021			2022			2021
Oil and natural gas revenue, net	$	9,851		$	3,909		$	27,826		$	10,717
Other income		16			1			45			2
		9,867			3,910			27,871			10,719
Production and operating expenses		1,216			742			3,487			2,209
Depletion and depreciation expense		1,860			874			5,086			2,679
General and administrative expenses		905			650			2,435			2,075
Stock based compensation		75			-			232			-
Gain on forgiven loan		-			-			-			(303	)
		4,056			2,266			11,240			6,660
Finance income		4,648			-			1,611			-
Finance expense		(1,160	)		(1,036	)		(4,392	)		(5,397	)
Net income (loss)		9,299			608			13,850			(1,338	)
Net income (loss) per share	$	0.26		$	0.03		$	0.39		$	(0.06	)

KOLIBRI GLOBAL ENERGY INC.

THIRD QUARTER 2022

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

	Third Quarter				First Nine Months
	2022		2021		2022		2021
Oil revenue before royalties	$	10,773		4,104		31,317		11,528
Gas revenue before royalties		1,020		320		2,161		842
NGL revenue before royalties		873		564		2,443		1,314
Oil and Gas gross revenue		12,666		4,988		35,921		13,684
Adjusted EBITDA(1)		6,874		1,737		18,258		4,711
Additions to property, plant & equipment		4,940		47		19,913		137

Statistics:

	3rd Quarter						First Nine Months
	2022			2021			2022			2021
Average oil production (Bopd)		1,252			641			1,137			671
Average natural gas production (mcf/d)		1,083			845			1,093			877
Average NGL production (Boepd)		269			178			244			174
Average production (Boepd)		1,702			960			1,563			991
Average oil price ($/bbl)	$	93.52		$	69.61		$	100.91		$	62.96
Average natural gas price ($/mcf)	$	10.24		$	4.12		$	7.24		$	3.52
Average NGL price ($/bbl)	$	35.33		$	34.36		$	36.63		$	27.61
Average price (Boe)	$	80.89		$	56.49		$	84.19		$	50.58
Royalties (Boe)		17.96			12.22			18.97			10.96
Operating expenses (Boe)		7.77			8.40			8.17			8.17
Netback from operations(2) (Boe)	$	55.16		$	35.87		$	57.05		$	31.45
Price impact from commodity contracts(3) (Boe)		(5.47	)		(8.83	)		(8.55	)		(6.37	)
Netback including commodity contracts(2) (Boe)	$	49.69		$	27.04		$	48.50		$	25.08

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

The information outlined above is extracted from and should be read in conjunction with the Company’s unaudited financial statements for the three and nine months ended September 30, 2022 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

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 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.sedar.com 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 (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

(US $000)	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income (loss)		9,299			608			13,850			(1,338	)
Adjustments:
Finance income		(4,648	)		-			(1,611	)		-
Finance expense		1,160			1,036			4,392			5,397
Stock based compensation		75			-			232			-
General and administrative expenses		905			650			2,435			2,075
Depletion, depreciation and amortization		1,860			874			5,086			2,679
Impairment of PP&E		-			-			-			-
Other income		(16	)		(1	)		(45	)		(303	)
Operating netback		8,635			3,168			24,339			8,510
Netback from operations per BOE		55.16			35.87			57.05			31.45

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

(US $000)	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net income (loss)		9,299			608			13,850			(1,338	)
Depletion and depreciation		1,860			874			5,086			2,679
Accretion		8			6			20			19
Interest expense		281			237			718			700
Unrealized (gain) loss on commodity contracts		(4,648	)		11			(1,608	)		2,953
Share based compensation		75			-			232			-
Interest income		-			-			(3	)		-
Other income		(16	)		(1	)		(45	)		(305	)
Foreign currency (gain) loss		15			2			8			3
Adjusted EBITDA		6,874			1,737			18,258			4,711

Cautionary Statements

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

(a)	The Company’s natural gas production is reported in thousands of cubic feet (“Mcfs”). The Company also uses references to barrels (“Bbls”) and barrels of oil equivalent (“Boes”) to reflect natural gas liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
(b)	Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value.
(c)	Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.
(d)	The Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

Caution Regarding Forward-Looking Information

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

Such forward-looking information is based on management’s expectations and assumptions, including that the Company’s geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled and that declines will match the modeling, that future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management’s expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that anticipated results and estimated costs will be consistent with 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 Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserves-based loan facility and that the borrowing base will not be reduced, that funds will be available from the Company’s reserves based loan facility when required to fund planned operations, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business and its ability to advance its business strategy.

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

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

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

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.72

Exhibit 99.72

925 Broadbeck Drive, Suite 220 Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. EMERY 17-3H WELL AVERAGED OVER 700 BOEPD IN LAST 10 DAYS OF PRODUCTION

Thousand Oaks, CALIFORNIA, November 28, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is providing an update on the Emery 17-3H well (98.725% working interest), the Brock 9-3H well (100% working interest) and the Glenn 16-3H well (100% working interest), in its Tishomingo field in Oklahoma.

Emery 17-3H Well

The Emery 17-3H well has averaged about 704 Barrels of oil equivalent per day (“BOEPD”) (547 Barrels of oil per day (“BOPD”)) for the last ten days as the well has been flowing back the completion stimulation fluid.

Wolf Regener, President and CEO, commented. “We are extremely pleased about the early performance of the Emery 17-3H well. These strong early results are occurring while the well is still flowing up casing as the tubing is scheduled to be installed in the coming weeks.

To put the well performance in perspective, the forecasted 30-day proved curve case initial production rate (IP30) utilized by our third-party engineering firm for our December 31, 2021 reserve report was 388 BOEPD (“Reserve Report IP30”), while the initial 30-day type curve used by the Company’s management for wells in the corridor assumes a 472 BOEPD IP30 rate (“Management IP30”). The Emery 17-3H well 10-day IP rate is higher than the comparable 10-day rate for both the Barnes 8-4H well that was drilled earlier this year and the Glenn 16-2H well. The Glenn 16-2H well was drilled a few years ago in the corridor and was completed with the first generation of our latest completion design. The Barnes 8-4H and the Glenn 16-2H wells ended up with IP30 rates that were about 1.5 and 1.6 times higher, respectively, than the Reserve Report IP30.

Based on the current performance of the well and the expectation that it will perform similarly to our previous core area wells, we anticipate that the well will end up with an IP30 rate that is much higher than the Reserve Report IP30 and above the Management IP30. However, there can be no assurance as to what the Emery 17-3H well’s IP30 rate or ultimate productivity will be.”

Brock 9-3H Well and Glenn 16-3H Well

The Brock 9-3H well and the Glenn 16-3H well have been successfully fracture stimulated, and our team is currently drilling out the fracture stimulation plugs. It is anticipated that flow back on both wells will start later this week.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

- 2 -

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that were drilled prior to December 31^st, 2021, are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the anticipated IP30 rate of the Emery 17-3H well, tubing is scheduled to be installed in the coming weeks, and anticipated timing on beginning the flowback for the Brock 9-3H and Glenn 16-3H wells. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.73

Exhibit 99.73

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. BROCK 9-3H & GLENN 16-3H WELLS PRODUCING

AT A COMBINED RATE OF 1,760 BOEPD FOR THE LAST 8 DAYS

Thousand Oaks, CALIFORNIA, December 13, 2022 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is providing an update on its latest wells in its Tishomingo field in Oklahoma.

Brock 9-3H Well & Glenn 16-3H Well

The Brock 9-3H well (100% working interest) has averaged about 900 Barrels of oil equivalent per day (“BOEPD”) (765 Barrels of oil per day (“BOPD”)) for the last eight days as the well has been flowing back the completion stimulation fluid.

The Glenn 16-3H well (100% working interest) has averaged about 860 BOEPD (690 BOPD) for the last eight days as the well has been flowing back the completion stimulation fluid.

Emery 17-2H Well

The Emery 17-2H well* (98.725% working interest) has averaged about 740 BOEPD (580 BOPD) for the last twenty-five days as the well has been cleaning up after the completion.

Wolf Regener, President and CEO, commented, “These latest three wells are currently adding over 2,500 BOEPD to our previous production, which in the third quarter was 1,700 BOEPD. Based on how these wells are currently performing, we anticipate easily exceeding our 2,700 BOEPD forecast exit rate at year-end. While early in the production cycle, the five wells we drilled this year with our latest generation completion technique are showing some of the best early results we have had in this field. This demonstrates the consistency that management believes it can continue to achieve.

The very strong early results of the Brock 9-3H and Glenn 17-3H are occurring while the wells are still flowing up casing as the tubing is scheduled to be installed in the coming weeks. We are also extremely pleased with the 740 BOEPD 25-day initial production rate (“IP25”) from the Emery 17-2H well, which is also still flowing up casing.

To put this excellent well performance in perspective, the forecasted 30-day proved curve case (IP30) utilized by our third-party engineering firm for our December 31, 2021 reserve report was 388 BOEPD (“Reserve Report IP30”), while the initial 30-day type curve used by the Company’s management for wells in the corridor assumes a 472 BOEPD IP30 rate (“Management IP30”). The Emery 17-2H well 25-day IP, the Brock 9-3H well 8-day IP and the Glenn 17-3H 8-day IP rates are all higher than the comparable IP day rates for both the Barnes 8-4H well that was drilled earlier this year and the Glenn 16-2H well. The Glenn 16-2H well was drilled a few years ago in the corridor and was completed with the first generation of our latest completion design. The Barnes 8-4H and the Glenn 16-2H wells ended up with IP30 rates that were about 1.5 and 1.6 times higher, respectively, than the Reserve Report IP30.

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Based on the current performance of the wells and the expectation that they will perform similarly to our previous core area wells, we anticipate that all the wells will end up with IP30 rates that are much higher than the Reserve Report IP30 and above the Management IP30. However, there can be no assurance as to what each well’s IP30 rate or ultimate productivity will be.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that were drilled prior to December 31^st, 2021, are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

* The Emery 17-2H was referred to as the Emery 17-3H in the Company’s previous news release.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

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Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the anticipated IP30 rate of the Emery 17-2H well, the Barnes 9-3H well and the Glenn 16-3H well, tubing is scheduled to be installed in the coming weeks, the forecast exit rate at year-end, and management’s expectation regarding achieving consistency in future wells. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.74

Exhibit 99.74

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ACHIEVES EXIT RATE OF OVER 4,000 BOEPD;

EXCEEDS FORECAST BY OVER 45%

Thousand Oaks, CALIFORNIA, January 9, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an update on the production exit rate and its latest wells in its Tishomingo field in Oklahoma.

Exit Rate

The Company exited the year with a production rate over 4,000 BOEPD (barrels of oil equivalent per day). This is 1,300 BOEPD, or 48% higher than the Company’s forecasted exit rate released in May of 2022.

Emery 17-2H Well, Brock 9-3H Well & Glenn 16-3H Well

The Emery 17-2H well (98.725% working interest) had a 30-day Initial Production Rate (“IP30”) of 715 BOEPD (560 BOPD) (barrels of oil per day).

The Brock 9-3H well (100% working interest) had an IP30 of 970 BOEPD (820 BOPD).

The Glenn 16-3H well (100% working interest) has averaged about 935 BOEPD (765 BOPD) for twenty-two production days while the well has been flowing back the completion stimulation fluid. The production from this well had been halted for a portion of December due to a packer malfunction, but production had resumed on the well by the end of the month.

Wolf Regener, President and CEO, commented, “These latest three wells have far exceeded our expectations and contributed to the Company significantly surpassing its year-end forecasted exit rate. The 4,000 BOEPD exit rate was achieved without the production contribution of one legacy well, which had been reworked in late December. We look forward to drilling our next wells later this quarter, as we have signed a drilling rig contract, where the rig is expected to arrive around March 1^st, 2023.

To put these excellent well results in perspective, the forecasted 30-day proved curve case (IP30) utilized by our third-party engineering firm for our December 31, 2021 reserve report was 388 BOEPD (“Reserve Report IP30”), while the initial 30-day type curve used by the Company’s management for wells in the corridor assumes a 472 BOEPD IP30 rate (“Management IP30”). The Emery 17-2H well IP-30 and the Brock 9-3H well IP-30 are about 1.8 and 2.5 times higher, respectively, than the Reserve Report IP30.

While three of the wells are early in the production cycle, the five wells we drilled this year with our latest generation completion technique demonstrates some of the best results we have had in this field. This illustrates the consistency that management believes it can continue to achieve.

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Based on the current performance of the Glenn 16-3H well and the expectation that it will perform similarly to our previous core area wells, we anticipate that it will end up with an IP30 rate that is also much higher than the Reserve Report IP30 and above the Management IP30. However, there can be no assurance as to what the well’s IP30 rate or ultimate productivity will be.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that were drilled prior to December 31^st, 2021, are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

- 3 -

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development, the anticipated IP30 rate of the Glenn 16-3H well, and management’s expectation regarding achieving consistency in future wells. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.75

Exhibit 99.75

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. GLENN 16-3H WELL AVERAGES JUST UNDER 1,000 BOEPD IN THE FIRST 30 DAYS OF PRODUCTION

Thousand Oaks, CALIFORNIA, January 17, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an update on the 30-day Initial Production Rate (“IP30”) of its Glenn 16-3H well in its Tishomingo field in Oklahoma.

Glenn 16-3H Well

The Glenn 16-3H well (100% working interest) has averaged about 990 Barrels of oil equivalent (“BOEPD”) (805 Barrels of oil per day (“BOPD”)) for thirty production days while the well has been flowing back the completion stimulation fluid.

Wolf Regener, President and CEO, commented, “The IP30 of the Glenn 16-3H well, along with the previous wells from our 2022 drilling program, have all far exceeded our expectations.

“We look forward to drilling our next wells later this quarter, as we have signed a drilling rig contract, where the rig is expected to arrive around the beginning of March 2023.

“To put this excellent well result in perspective, the forecasted 30-day proved curve case (IP30) utilized by our third-party engineering firm for our December 31, 2021 reserve report was 388 BOEPD (“Reserve Report IP30”), while the initial 30-day type curve used by the Company’s management for wells in the corridor assumes a 472 BOEPD IP30 rate (“Management IP30”). The Glenn 16-3H well’s IP30 is about 2.5 times higher than the Reserve Report IP30, which is similar to the Brock 9-3H well’s IP30 which we announced on January 9, 2023.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

- 2 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that were drilled prior to December 31^st, 2021, are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.76

Exhibit 99.76

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. COMMENTS ON TRADING ACTIVITY

Thousand Oaks, CALIFORNIA, February 8, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is issuing this press release in response to recent trading activity in its common shares.

The Company is not aware of any information related to the Company or its operations that would account for the change in market price and level of trading volume that occurred yesterday. The Company’s operations in the field and preparations for drilling are proceeding as planned and the Company anticipates providing a regular corporate update shortly.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

EX-99.77

Exhibit 99.77

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. STARTS 2023 DRILLING PROGRAM

Thousand Oaks, CALIFORNIA, March 9, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an update on its activities in its Tishomingo field in Oklahoma.

Start of the 2023 Drilling Program

The location has been built, and the surface pipe has been installed for the first three wells of our 2023 drilling program. The drilling rig started moving in yesterday and is expected to begin drilling in the middle of next week.

The Company’s first three wells of the 2023 drilling program will consist of two Caney wells, the Barnes 8-1H and Barnes 8-2H, at 6 wells per section spacing, and one “T-zone well”, the Barnes 8-3H. All three wells will be drilled from the same pad and are planned to be fracture stimulated simultaneously. The two Caney wells will be drilled in the heart of our corridor, similar to the five successful wells that we drilled in 2022.

The T-zone is located at the base of the Caney. A few of the Company’s earliest non-Woodford wells in the field were drilled in the T-zone using an old completion design and much smaller amounts of proppant. The best of these T-zone wells had a 30-day initial production rate (“IP30”) of 748 barrels of oil equivalent per day but had a decline rate that was higher than our Caney wells.

The Barnes 8-3H T-zone well will be completed with our latest generation completion design to evaluate whether a T-zone well can match the economics from our 2022 drilled Caney wells. If successful, T-zone wells have the potential to substantially increase the number of wells we can drill in this field and further add to our recoverable reserves.

Wolf Regener, President, and CEO commented, “We are excited to begin our 2023 drilling program and look forward to building on the tremendous success we had with our 2022 drilling program. Last year was a transformative year for the Company, where we significantly increased our production and cash flow and drilled wells that performed much better than the forecasted Type Curve. Our IP30 rates on the five wells drilled last year were over two times higher than the forecasted IP30 proved curve case utilized by our third-party engineering firm in our December 31, 2021, reserves report. We plan to fund our 2023 drilling program with our existing cash flow, with the potential of drawing down a portion of our outstanding credit facility to manage working capital. ”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

-2-

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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. The type curve utilized by the Company’s management is the average of the 7 Caney wells that were drilled prior to December 31^st, 2021, are located in the Corridor (well names can be found on the Company’s Corporate presentation), with lateral lengths normalized to a 4,900 ft lateral length, the other assumptions are the same as in the Company’s December 31, 2021 independent reserves evaluation.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2021 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2021, which the Company filed on SEDAR on March 8, 2022.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.78

Exhibit 99.78

925 Broadbeck Drive, Suite 220,
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC.

NET PRESENT VALUE OF PROVED RESERVES INCREASED 43% TO US$515 MILLION

Thousand Oaks CALIFORNIA, March 13, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI), is providing the results of its December 31, 2022, independent reserves evaluation.

Wolf Regener, President and CEO, commented: “We are very pleased that the net present value of all categories of our reserves has significantly increased. Our Proved Developed Producing (“PDP”) reserves grew by over 69% as a result of the five wells that we drilled and completed last year, and the Net Present Value (“NPV”) of those reserves increased by 159%. Due to our successful development program, our percentage of PDP versus Total Proved reserves increased from 10% to 18%, and the estimated percentage of oil increased from 72% to 75% in the proved category.

Our Proved Reserves value of US$514.8 million (NPV discounted at 10%), which increased 43% from the 2021 independent reserves evaluation, demonstrates the value of our Tishomingo Field. This increase in value is attributed to higher type curves estimated by Netherland, Sewell & Associates, Inc. (“NSAI”), which increases the NPV of each well, as well as higher pricing. The higher type curves directly result from the excellent outcome of our 2022 drilling program.

We look forward to continuing our success with the start of our 2023 drilling program, which is beginning this week. We expect our drilling program, which currently includes drilling and completing six to seven wells, to continue to significantly increase the Company’s cash flow and add incremental value to our shareholders. Our 2023 drilling program may be modified later in the year once we have more visibility on prices and well performance.

Net Present Value of Reserves discounted at 10%

● Total Proved Reserves before tax of U.S. $514.8 million

- an increase of 43% over the December 31, 2021, estimate

● Proved plus Probable Reserves before tax of U.S. $724.4 million

- an increase of 47% over the December 31, 2021, estimate

● Proved plus Probable plus Possible Reserves before tax of U.S. $939.2 million

- an increase of 46% over the December 31, 2021, estimate

The evaluation of the Company’s reserves in the Caney formation of the Tishomingo Field in the SCOOP area of Oklahoma was conducted by Netherland, Sewell & Associates, Inc. (“NSAI”) in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

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As a result of the Company’s strong well performance, NSAI increased the expected ultimate recovery (“EUR’’) for most proved locations in the 2022 reserve report. However, for each section as a whole, where we drilled and completed wells in 2022, they left their EUR assumptions relatively unchanged from their 12/31/21 reserve report for the sum total of the wells and the well locations in the respective section. This resulted in them assigning a lower Proved EUR to the remaining well locations in those sections, as the already drilled and producing wells are projected to recover more oil and gas than NSAI’s average proved type curve. Management believes that more production history is needed for NSAI to move the Probable and Possible reserves assigned to those well locations into the Proved category.

We are pleased to report that, to date, all the 2022 wells are producing above the 12/31/22 NSAI Proved type curve.

2022 Gross Reserves Summary

● Total Proved Reserves 33.3 million Barrels of oil equivalent (BOE)

- a decrease of 2% over the December 31, 2021, estimate

● Proved plus Probable Reserves 54.4 million BOEs

- an increase of 2% over the December 31, 2021, estimate

● Proved plus Probable plus Possible Reserves 77.5 million BOEs

- an increase of 2% over the December 31, 2021, estimate

The above total Proved reserves are attributed to 23 of the Caney wells already drilled, four Woodford wells (4.9% working interest for the Company), and the drilling of 51.96 net additional wells over the next four years. The Probable reserves are attributed to the drilling of 29.89 net additional wells. The wells in NSAI’s 2022 report are planned at 107-acre spacing (6 wells per section) on approximately 14,350 net acres.

	Summary of Oil & Gas Reserves
	Tight Oil			Shale Gas			Natural Gas Liquids			MBOE’s
Reserve Category		KEI Gross (Mbbl)	Net (Mbbl)		KEI Gross (MMcf)	Net (MMcf)		KEI (Mbbl)	Net (Mbbl)		KEI (Mbbl)	Net (Mbbl)
Proved
Developed Producing		4,364	3,425		4,165	3,269		874	686		5,932	4,656
Undeveloped		20,584	16,212		18,190	14,253		3,795	2,973		27,411	21,561
Total Proved		24,948	19,637		22,355	17,522		4,668	3,659		33,342	26,216
Probable		14,547	11,532		17,221	13,683		3,593	2,855		21,010	16,668
Total Proved Plus Probable		39,495	31,169		39,576	31,205		8,261	6,514		54,352	42,884
Possible		16,906	13,559		16,597	13,245		3,462	2,763		23,134	18,530
Total Proved Plus Probable Plus Possible		56,401	44,728		56,173	44,450		11,724	9,277		77,487	61,413

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Net Present Value of Future Net Revenue

As of December 31, 2022

Forecast Prices & Costs

	Net Present Value of Future Net Revenue ($ millions)
	Before Income Tax											After Income Tax
Reserve Category		0	%	5	%	10	%	15	%	20	%		0	%	5	%	10	%	15	%	20	%
United States
Proved
Developed Producing		262.8		187.3		147.9		124.1		108.3			262.8		187.3		147.9		124.1		108.3
Undeveloped		933.1		556.1		366.9		257.0		186.3			657.8		420.6		280.8		194.2		137.4
Total Proved		1,195.9		743.4		514.8		381.1		294.7			920.6		607.9		428.7		318.3		245.7
Probable		797.4		377.6		209.6		127.3		81.1			587.5		303.2		169.8		101.7		64.0
Total Proved Plus Probable		1,993.3		1,121.0		724.4		508.4		375.8			1,508.1		911.1		598.5		420.0		309.7
Possible		1,104.2		435.8		214.8		119.7		71.6			813.6		355.4		171.5		90.3		51.0
Total Proved Plus Probable plus Possible		3,097.5		1,556.8		939.2		628.1		447.4			2,321.7		1,266.5		770.0		510.3		360.7

Note: All dollar values are expressed in U.S. dollars and may not add due to rounding.

The Company’s reserves are derived from non-conventional oil and gas activities. The Company’s reserves are contained in a shale oil reservoir from which gas and natural gas liquids are produced as by-products. “Tight oil” means crude oil (a) contained in dense organic-rich rocks, including low-permeability shales, siltstones, and carbonates, in which the crude oil is primarily contained in microscopic pore spaces that are poorly connected to one another, and (b) that typically requires the use of hydraulic fracturing to achieve economic production rates. “Shale gas” means natural gas (a) contained in dense organic-rich rocks, including low-permeability shales, siltstones, and carbonates, in which the natural gas is primarily adsorbed on the kerogen or clay minerals, and (b) that usually requires the use of hydraulic fracturing to achieve economic production rates.

These after-income tax net present values reflect the tax burden on the Company’s Tishomingo Field interests on a standalone basis, do not consider the business-entity-level tax situation or tax planning, and do not provide an estimate of the value at the level of the business entity, which may be significantly different. The financial statements and the management’s discussion and analysis (MD&A) of the Company should be consulted for information at the level of the business entity.

Readers are referred to the Company’s Form 51-101F1 Statement of Reserves Data and Other Oil & Gas Information for the year ended December 31, 2022, which can be accessed electronically from the SEDAR website at www.sedar.com, for additional information.

“BOEs” refers to barrels of oil equivalent. BOEs/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. 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 provided plus probable plus possible reserves. The present value of estimated future net revenues referred to herein does not represent fair market value and should not be construed as the current market value of estimated crude oil and natural gas reserves attributable to the Company’s properties. Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery.

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About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is an international energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQB under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener+1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws, including statements regarding estimates of reserves and future net revenue and cash flow, expectations regarding additional reserves and statements regarding Caney wells development, including plans, anticipated results and timing. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Estimated reserves and future net revenue have been independently evaluated by NSAI with an effective date of December 31, 2022. This evaluation is based on a limited number of wells with limited production history and includes a number of assumptions relating to factors such as availability of capital to fund required infrastructure, commodity prices, production performance of the wells drilled, successful drilling of infill wells, the assumed effects of regulation by government agencies and future capital and operating costs. All of these estimates will vary from actual results. Estimates of the recoverable oil and natural gas reserves attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, will vary. The Company’s actual production, revenues, taxes, development and operating expenditures with respect to its reserves will vary from such estimates, and such variances could be material. Estimates of after-tax net present value are dependent on a number of factors including utilization of tax-loss carry forwards. In addition to the foregoing, other significant factors or uncertainties that may affect either the Company’s reserves or the future net revenue associated with such reserves include material changes to existing taxation or royalty rates and/or regulations, and changes to environmental laws and regulations. Forward-looking information regarding Caney wells development and expectations regarding additional reserves are based on plans and estimates of management and interpretations of exploration information by the Company’s exploration team at the date the information is provided and is subject to several factors and assumptions of management, including that required regulatory approvals and capital will be available when required, 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 demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes or shortages are encountered, that the development plans of the Company and its co-venturers will not change, and is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information, including that anticipated results and estimated costs will not be consistent with managements’ expectations, the risk of commodity price and foreign exchange rate fluctuations, the Company or its subsidiaries not being 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 capital is not available when required, that unexpected geological results are encountered and that equipment failures, permitting delays or labor or contract disputes or shortages are encountered.

Information on other important economic factors or significant uncertainties that may affect components of the reserves data and the other forward looking statements in this release are contained in the Company’s Form 51-101F1 Statement of Reserves Data and Other Oil & Gas Information for the year ended December 31, 2022, the Company’s Management Discussion and Analysis and the Company’s Annual Information Form under “Risk Factors”, which are available under the Company’s profile at www.SEDAR.com. The Company undertakes no obligation to update forward-looking statements, other than as required by applicable law.

EX-99.79

Exhibit 99.79

925 Broadbeck Drive, Suite 220, Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQX ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES ANNUAL 2022 NET INCOME OF US$16.7 MILLION AND ADJUSTED EBITDA OF $25.1 MILLION

THOUSAND OAKS, CALIFORNIA, March 15, 2023 –

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

2022 HIGHLIGHTS

● Adjusted EBITDA⁽¹⁾ was $25.1 million in 2022 compared to $6.6 million in 2021, an increase of 282%. This increase was due to the increase in production of 68% and the increase in average prices of 50% partially offset by higher realized losses from commodity contracts. This exceeded management’s forecasted guidance of Adjusted EBITDA (formerly referred to as Adjusted Funds Flow) of $23 to $25 million

● Net revenues for 2022 were $37.6 million, an increase of 151% compared to 2021. This also exceeded management’s forecasted guidance of $35 million to $37 million. This increase was primarily due to a 68% increase in production and a 50% increase in average prices in 2022 compared to 2021

● Net income in 2022 was $16.6 million, compared to net income of $71.0 million in 2021. The Company recorded an impairment reversal of $70.8 million for the year ended December 31, 2021. Excluding the impact of that impairment reversal, net income in 2022 increased by $16.5 million over 2021 due to higher production and higher average prices partially offset by higher realized losses on commodity contracts

● Average production for 2022 was 1,640 BOEPD, an increase of 68% compared to 2021 production of 975 BOEPD. This was in the range of management’s forecasted guidance of 1,500 to 1,700 BOEPD. The increase is mainly due to production from the Barnes 7-3H well and the Barnes 8-4H well which started producing in the second quarter of 2022. The Emery 17-2H well (99% working interest) started production in late November 2022, the Brock 9-3H well (100% working interest) produced for twenty days in December 2022 and the Glenn 16-3H well (100% working interest) produced for twelve days in December 2022

● The production exit rate as of December 31, 2022 was over 4,000 BOEPD which exceeded management’s forecasted guidance of 2,700 BOEPD

● Netback from operations⁽²⁾ increased to $54.56 per BOE in 2022 compared to $33.75 per BOE in 2021, an increase of 62%. Netback including commodity contracts⁽²⁾ for 2022 was $47.79 per BOE compared to $26.05 in 2021, an increase of 83% from the prior year. The 2022 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes

● The Company’s NPV10 of Total Proved Reserves were $514.8 million for 2022, which was a 43% increase from 2021 according to the Company’s December 31, 2022, independent reserves evaluation, due primarily to higher type curves and higher estimated future pricing

2

● Production and operating expense per barrel averaged $8.19 per BOE in 2022 compared to $8.32 per BOE in 2021, a decrease of 2%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices as well as higher service and material costs

● The net debt of the Company at December 31, 2022 was $16.8 million which was in the range of management’s forecasted guidance of $15 to 17 million.

● The ratio of debt to Adjusted EBITDA, was 0.83 at December 31, 2022 which met management’s forecasted guidance of less than 1.0

● In October 2022, the credit facility was redetermined and the borrowing base was increased from $20 million to $25 million. As at December 31, 2022, the Company has $6.8 million of available borrowing capacity on the credit facility

(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.

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

“We are extremely pleased with the transformation of the Company that occurred in 2022. We were able to increase our Adjusted EBITDA by 288% by successfully drilling five wells in our corridor area and demonstrating the impressive and consistent performance of our field. We developed a strategy for the year and successfully executed it, which enabled the Company to either meet or exceed the forecasted guidance that we provided earlier in the year. Management is excited to continue to build on our 2022 performance with our 2023 drilling program. We started drilling the first three wells in our 2023 drilling program this week and we have also signed a new rig contract to drill three additional wells starting in July 2023.

“Looking ahead, we are currently forecasting the 2023 drilling program to deliver as follows:

● Capital expenditures of $44 million to $51 million to drill between six and seven wells throughout the year with timing to be determined based on available cash flow. We plan to fund our 2023 drilling program with our existing cash flow, with the potential of temporarily drawing down a portion of our outstanding credit facility to manage working capital;

● Annual average production of between 3,600 to 4,000 BOEPD with a year-end exit rate of between 4,500 to 5,000 BOEPD, based on the assumption that the new production performs per a type curve which is similar to NSAI’s December 2022 proved type curve;

● Generate between $65 million to $70 million in net revenue and $52 million to $55 million of adjusted EBITDA⁽³⁾; and

● Net debt at year-end between $16.0 million to $18.0 million while maintaining a total debt to EBITDA ratio of less than 1.0 throughout the year⁽³⁾

● Management plans to reevaluate the 2023 drilling program later in the year and may modify it once we have more visibility on prices and well performance. Any modifications to the drilling program may affect the above forecast.

(3) Assumptions include forecasted pricing of WTI US $75/bbl, $5 Henry Hub and NGL pricing of $30 bbl and includes the impact of the Company’s existing hedges.

3

“Adjusted EBITDA⁽¹⁾ was $25.1 million in 2022 compared to $6.6 million in 2021, an increase of 282%. This increase was due to the increase in production of 68% and the increase in average prices of 50% partially offset by higher realized losses from commodity contracts. This exceeded management’s forecasted guidance of Adjusted EBITDA (formerly referred to as Adjusted Funds Flow) of $23 to $25 million

“The average production for 2022 was 1,640 BOEPD, an increase of 68% compared to 2021 production of 975 BOEPD. The production exit rate at the end of 2022 was over 4,000 BOEPD which exceeded management’s forecasted guidance of 2,700 BOEPD. Average production for January 2023 was almost 3,600 BOEPD.

“Net revenues for 2022 were $37.6 million, an increase of 151% compared to 2021. This also exceeded management’s forecasted guidance of $35 million to $37 million. This increase was primarily due to a 68% increase in production and a 50% increase in average prices in 2022 compared to 2021.

“Net income in 2022 was $16.6 million, compared to net income of $71.0 million in 2021. The Company recorded an impairment reversal of $70.8 million for the year ended December 31, 2021.

“Netback from operations⁽²⁾ increased to $54.56 per BOE in 2022 compared to $33.75 per BOE in 2021, an increase of 62%. Netback including commodity contracts⁽²⁾ for 2022 was $47.79 per BOE compared to $26.05 in 2021, an increase of 83% from the prior year. The 2022 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes.

“Production and operating expense per barrel averaged $8.19 per BOE in 2022 compared to $8.32 per BOE in 2021, a decrease of 2%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices as well as higher service and material costs.

“Our 2022 independent reserves evaluation report showed a 43% increase in NPV10 total proved reserves value of $514.8 million for 2022 due primarily to higher type curves and higher estimated future pricing.”

	Fourth Quarter							Year Ended
	2022		2021		%			2022			2021		%
Net Income (Loss):
$ Thousands	$	2,793	$	72,340		(96	%)	$	16,643		$	71,002		(77	%)
$ per basic common share	$	0.08	$	3.11		(97	%)	$	0.47		$	3.05		(28	%)
Adjusted EBITDA(1)	$	6,838	$	1,859		268	%	$	25,112		$	6,572		283	%
Capital Expenditures	$	17,184	$	559		2,974	%	$	37,097	(4)	$	696		5,230	%
Average Production (Boepd)		1,868		931		101	%		1,640			975		68	%
Gross Revenue		12,455		5,444		188	%		48,376			19,128		153	%
Average Price per Barrel	$	72.47	$	51.67		40	%	$	80.82		$	53.75		50	%
Netback from operations per Barrel(2)	$	48.39	$	40.88		18	%	$	54.56		$	33.75		62	%
Netback including commodity contracts per Barrel(2)	$	46.05	$	28.99		59	%	$	47.79		$	26.05		83	%

4

	December 2022			December 2021
Cash and Cash Equivalents	$	1,037		$	7,316
Working Capital	$	(6,569	)	$	3,823

(4) Includes $1.8 million of capital expenditures for tubulars that will be utilized in the wells to be drilled in 2023.

Year Ended 2022 to Year Ended 2021

For 2022, oil and gas gross revenues increased $29,248,000 or 153% to $48,376,000. Oil revenues before royalties increased by 168% to $42,795,000 due to an 87% increase in production and a 43% increase in prices. Natural gas revenues before royalties increased $1,500,000 or 119% due to a 78% increase in average gas prices and a 23% increase in natural gas production. NGL revenue before royalties increased $931,000 or 49% due to a 14% increase in average prices and a 31% increase in production.

Average production for 2022 was 1,640 BOEPD, an increase of 68% compared to 2021 average production of 975 BOEPD due to the five wells drilled during 2022.

Production and operating expenses increased by $1,942,000 due to an increase in production for 2022. Production and operating expense per barrel averaged $8.19 per BOE in 2022 compared to $8.32 per BOE in 2021, a decrease of 2%. The decrease was due to increased production which reduced the fixed per barrel costs partially offset by higher production taxes due to an increase in prices. Operating expense per BOE excluding production taxes for 2022 decreased by 27% compared to the prior year due to increased production.

Depletion and depreciation expense increased $3,987,000 due to increased production and a higher PP&E balance after the reversal of previous impairment in the fourth quarter of 2021.

General and administrative expenses increased $0.7 million or 30% in 2022 due to increases in both payroll costs and director fees in 2022, an increase in investor relations and marketing costs in 2022 and additional non-recurring professional costs related to the share consolidation process.

Finance income increased by $0.5 million due to unrealized gains on financial commodity contracts recorded in 2022.

Finance expense decreased $1.0 million due to unrealized losses on commodity contracts in 2021 partially offset by higher realized losses in the current year.

FOURTH QUARTER HIGHLIGHTS:

● Adjusted EBITDA⁽¹⁾ was $6.9 million in the fourth quarter of 2022 compared to $1.9 million in 2021, an increase of 268%. This increase was due to the increase in production and the increase in average prices

5

● Net revenues for the fourth quarter of 2022 were $9.7 million, an increase of 129%, compared to the fourth quarter of 2021. This increase was primarily due to an increase in production and average prices

● Net income in the fourth quarter of 2022 was $2.8 million, compared to net income of $72.3 million in the fourth quarter of 2021. The Company recorded an impairment reversal of $70.8 million in the fourth quarter of 2021

● Average production for the fourth quarter of 2022 was 1,868 BOEPD, an increase of 101% compared to fourth quarter 2021 production of 975 BOEPD. The increase is due to production from the five new wells drilled in 2022.

● Netback from operations⁽²⁾ increased to $48.39 per BOE in the fourth quarter of 2022 compared to $40.88 per BOE in the fourth quarter of 2021, an increase of 18%. Netback including commodity contracts⁽²⁾ for the fourth quarter of 2022 was $46.05 per BOE compared to $28.99 in the fourth quarter of 2021, an increase of 59% from the prior year quarter. The 2022 increase compared to the prior year was due to the increase in average prices partially offset by higher production taxes

● Production and operating expense per barrel averaged $8.25 per BOE in the fourth quarter of 2022 compared to $8.79 per BOE in the fourth quarter of 2021, a decrease of 6%. The decrease was due to increased production which reduced the per barrel fixed costs partially offset by higher production taxes due to an increase in prices

Fourth Quarter 2022 to Fourth Quarter 2021

Gross oil and gas revenues totaled $12,455,000 in the fourth quarter of 2022 versus $5,444,000 in the fourth quarter of 2021, an increase of 188%. Oil revenues were $11,478,000 in the fourth quarter of 2022 versus $4,450,000 in the fourth quarter of 2021, an increase of 158%, due to increase in average prices and production. Natural gas revenues increased 43% due to an increase in average prices and production. NGL revenue decreased 34% to $379,000 due to lower average NGL prices.

Operating expenses increased by $664,000 in the fourth quarter of 2022 compared to 2021 due to higher production.

G&A expenses increased by $437,000, or 70%, between quarters due to increases in both payroll costs and director fees in 2022 and increases in investor relations and marketing costs in 2022.

Finance income decreased by $514,000 in the fourth quarter of 2022 compared to the prior year fourth quarter due to realized gains on commodity contracts in 2021.

Finance expense increased $687,000 due to unrealized losses on commodity contracts in 2022.

6

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

	December 31,			December 31,
	2022			2021
Current assets
Cash and cash equivalents	$	1,037		$	7,316
Trade and other receivables		5,773			1,999
Deposits and prepaid expenses		670			587
		7,480			9,902
Non-current assets
Property, plant and equipment		176,554			147,076
Right of use assets		48			38
Total assets	$	184,082		$	157,016
Current liabilities
Trade and other payables	$	12,596		$	3,145
Current portion of loans and borrowings		-			1,000
Current lease payable		32			43
Fair value of commodity contracts		1,421			1,891
		14,049			6,079
Non-current liabilities
Loans and borrowings		17,799			15,866
Asset retirement obligations		1,425			1,398
Lease payable		17			-
Fair value of commodity contracts		594			585
		19,835			17,849
Equity
Share capital		296,221			296,060
Contributed surplus		23,254			22,948
Deficit		(169,277	)		(185,920	)
Total equity		150,198			133,088
Total equity and liabilities	$	184,082		$	157,016

7

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

	Three months ended December 31						Year ended December 31
	2022			2021			2022			2021
Revenue:
Oil and natural gas revenue, net	$	9,734		$	4,255		$	37,560		$	14,972
Other income		1			-			46			2
		9,735			4,255			37,606			14,974
Expenses:
Production and operating		1,417			753			4,904			2,962
Depletion and depreciation		2,495			915			7,581			3,594
General and administrative		1,059			622			3,494			2,697
Share based compensation		45			-			277			-
Impairment (impairment reversal) of PP&E		-			(70,820	)		-			(70,820	)
Gain on forgiven loans		-			(280	)		-			(583	)
		5,016			(68,810)			16,256			(62,150	)
Finance income		-			514			464			-
Finance expense		(1,926	)		(1,239	)		(5,171	)		(6,122	)
Net income and comprehensive income	$	2,793		$	72,340		$	16,643		$	71,002
Net income per share
Basic	$	0.08		$	3.11		$	0.47		$	3.05

8

KOLIBRI GLOBAL ENERGY INC.

FOURTH QUARTER AND YEAR ENDED 2022

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

	4th Quarter				Year Ended Dec. 31
	2022		2021		2022		2021
Oil revenue before royalties	$	11,478		4,450		42,795		15,978
Gas revenue before royalties		598		417		2,759		1,259
NGL revenue before royalties		379		577		2,822		1,891
		12,455		5,444		48,376		19,128
Adjusted funds flow		6,854		1,859		25,112		6,569
Additions to PP&E		17,184		559		37,097		696

Statistics:	4th Quarter						Year Ended Dec. 31
	2022			2021			2022			2021
Average oil production (Bopd)		1,551			638			1,241			662
Average natural gas production (mcf/d)		969			825			1,061			864
Average NGL production (Boepd)		155			153			222			169
Average production (Boepd)		1,868			1,082			1,640			975
Average oil price ($/bbl)	$	80.42		$	75.80		$	94.46		$	66.08
Average natural gas price ($/mcf)	$	6.71		$	5.49		$	7.12		$	3.99
Average NGL price ($/bbl)	$	26.66		$	14.39		$	34.88		$	30.59
Average price per barrel	$	72.47		$	63.56		$	80.82		$	53.75
Royalties per barrel		15.83			13.89			18.07			11.68
Operating expenses per barrel		8.25			8.79			8.19			8.32
Netback from operations(2)	$	48.39		$	40.88		$	54.56		$	33.75
Price adjustment from commodity contracts (Boe)		(2.34	)		(11.89	)		(6.77	)		(7.70	)
Netback including commodity contracts (Boe) (2)		46.05			28.99			47.79			26.05

The information outlined above is extracted from and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

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.

9

An explanation of 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.sedar.com 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 (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

(US $000)	Year ended December 31,
	2022			2021
Net income		16,643			71,002
Adjustments:
Finance income		(464	)		-
Finance expense		5,171			6,122
Stock based compensation		277			-
General and administrative expenses		3,494			2,697
Impairment reversal of property, plant and equipment		-			(70,820	)
Depletion, depreciation and amortization		7,581			3,594
Other income		(46	)		(583	)
Operating netback		32,656			12,012
Netback from operations	$	54.56		$	33.75

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)	Year Ended December 31,
	2022			2021
Net income		16,643			71,002
Depletion and depreciation		7,581			3,594
Accretion		34			26
Interest expense		1,070			906
Unrealized (gain) loss on commodity contracts		(461	)		2,439
Share based compensation		277			-
Interest income		(3	)		-
Impairment reversal		-			(70,820	)
Other income		(46	)		(585	)
Foreign currency (gain) loss		17			10 10
Adjusted EBITDA		25,112			6,572

10

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.

Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

Caution Regarding Forward-Looking Information

This release contains forward-looking information including estimates of reserves, the proposed timing and expected results of exploratory and development work including fracture stimulation and production from the Company’s Tishomingo field, Oklahoma acreage, the future performance of wells including following shut-in’s and restart of well(s), the expected effects of cost reduction efforts, forecasts regarding the Company’s 2023 drilling program including expected capital expenditures, annual average production, net revenues, adjusted EBITDA, and net debt at year end, availability of funds from the Company’s reserves based loan facility, 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.

11

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, including that new production will perform per a type curve which is similar to NSAI’s December 2022 proved type curve, 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 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 price of oil 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, 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, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks including flooding and extended interruptions due to inclement or hazardous weather), the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company’s assumptions, that very low or no production rates are achieved, that the price of oil will decline, 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.sedar.com.

12

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

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

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.80

Exhibit 99.80

925 Broadbeck Drive, Suite 220, Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQX ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES FIRST QUARTER 2023 NET INCOME OF US$7.9 MILLION AND ADJUSTED EBITDA OF US$11.4 MILLION

THOUSAND OAKS, CALIFORNIA, May 4, 2023

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

FIRST QUARTER HIGHLIGHTS

● Average production for the first quarter of 2023 was 3,194 BOEPD, an increase of 203% compared to first quarter of 2022 average production of 1,054 BOEPD. The production increase is due to the additional production from the five wells in the 2022 drilling program.

● Adjusted EBITDA⁽¹⁾ was $11.4 million in the first quarter of 2023 compared to $2.8 million in the first quarter of 2022. The increase was due to higher production partially offset by lower average prices.

● Revenue, net of royalties was $14.2 million in the first quarter of 2023 compared to $5.5 million for the first quarter of 2022, an increase of 158%. The increase was due to higher production partially offset by lower average prices.

● Net income in the first quarter of 2023 was $7.9 million, compared to a net loss of $2.5 million in the same period of 2022. The increase was due to higher production partially offset by lower average prices. In addition, the Company had an unrealized gain on commodity contracts in the first quarter of 2023 compared to an unrealized loss in the first quarter of 2022.

● Average netback from operations⁽²⁾ for the first quarter of 2023 was $43.67 per BOE, a decrease of 11% from the prior year first quarter of $48.91 per BOE due to lower average prices. Netback including commodity contracts⁽²⁾ for the first quarter of 2023 was $42.23 per BOE compared to $36.88 in the first quarter of 2022, an increase of 15% from the prior year period. The increase compared to the prior year was due to lower realized losses from commodity contracts in the first quarter of 2023 compared to the first quarter of 2022.

● Production and operating expense per barrel averaged $6.04 per BOE in the first quarter of 2023 compared to $9.56 per BOE in the first quarter of 2022, a decrease of 37%. The decrease was due to lower production taxes and increased production which reduced the per barrel fixed costs.

● At March 31, 2023, the Company had $6.8 million of available borrowing capacity on the credit facility. The Company is currently awaiting its next redetermination from the bank which is expected to occur in the second quarter of 2023.

(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.

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

“We are pleased with the first quarter performance of the Company, which included production from the three wells that were drilled at the end of 2022. Those wells far exceeded our management type curve, as did all of our wells that were drilled in 2022. We started our 2023 drilling program with the drilling of the first three wells, which we expect will further increase our production and cash flow. Both the Barnes 8-2H (98% working interest) and the Barnes 8-3H (98% working interest) have been drilled and cased, and the Barnes 8-1H (98% working interest) is currently being drilled. We expect to begin fracture stimulation operations in late May 2023, with production expected to begin in June 2023.

“Average production for the first quarter of 2023 was 3,194 BOEPD, an increase of 203% compared to first quarter of 2022 average production of 1,054 BOEPD. The production increase is due to the additional production from the five wells in the 2022 drilling program.

“In the first quarter of 2023, we generated $11.4 million of adjusted EBITDA, compared to $2.8 million in the first quarter of 2022, which was an increase of 305%. The increase was due to higher average production of 203% partially offset by lower average prices of 16%.

“Net revenue increased by 158% in the first quarter of 2023 due to higher average production partially offset by lower prices.

“Net income in the first quarter of 2023 was $7.9 million, compared to a net loss of $2.5 million in the same period of 2022. The increase was due to higher production, partially offset by lower average prices. In addition, the Company had an unrealized gain on commodity contracts in the first quarter of 2023 compared to an unrealized loss in the first quarter of 2022.

“Netback from operations⁽²⁾ decreased to $43.67 per BOE in the first quarter of 2023 compared to $48.91 per BOE in the same period of 2022, a decrease of 11% due to lower average prices. Netback including commodity contracts⁽²⁾ for the first quarter of 2023 was $42.23 per BOE compared to $36.88 in 2022, an increase of 15% from the prior year period. The increase compared to the prior year was due to lower realized losses from commodity contracts in the first quarter of 2023 compared to the first quarter of 2022.

“Production and operating expense per barrel averaged $6.04 per BOE in the first quarter of 2023 compared to $9.56 per BOE in the first quarter of 2022, a decrease of 37%. The decrease was due to lower production taxes and increased production which reduced the per barrel fixed costs.”

	1st Qtr 2023		1st Qtr 2022			%
Net income (loss):
$ Thousands	$	7,896	$	(2,456	)		-
$ per common share assuming dilution	$	0.22	$	(0.07	)		-
Capital Expenditures	$	4,188	$	7,401			(43	)%
Adjusted EBITDA(1)	$	11,396	$	2,812			305	%
Average production per day (Boepd)		3,194		1,054			203	%
Average price per boe	$	62.87	$	74.97			(16	)%
Netback from operations(2)	$	43.67	$	48.91			(11	)%
Netback including commodity contracts(2)	$	42.23	$	36.88			15	%

	3/31/2023		12/31/2022
Cash and Cash Equivalents	$	3,771	$	1,037
Working Capital	$	113	$	(6,569	)

(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 Quarter 2023 versus First Quarter 2022

Oil and gas gross revenues totaled $16,278,000 in the first quarter of 2023 versus $6,179,000 in the first quarter of 2022. Oil revenues increased $10,099,000 or 163% as oil production increased by 240% to 2,431 bopd partially offset by an oil price decrease of $21.77 per barrel or 23% to $74.40 per barrel. Natural gas revenues increased $424,000, or 108%, to $815,000 as natural gas production increased by 132% to 2,138 mcfpd partially offset by a price decrease of 10% to $4.24/mcf. Natural gas liquids (NGLs) revenues increased $440,000, or 81%, as NGL production increased by 119% to 407 boepd partially offset by a price decrease of 17 to $26.77 per BOE.

Average production for the first quarter of 2023 was 3,194 BOEPD, an increase of 203% compared to first quarter of 2022 average production of 1,054 BOEPD. The production increase is due to the additional production from the five wells in the 2022 drilling program.

Production and operating expenses for the first quarter of 2023 was $1.6 million compared to $0.9 million in the prior year period, an increase of 77%. The increase is due to the increase in production of 203% partially offset by lower production taxes and compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the first quarter of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $1.7 million for the first quarter of 2023.

Depletion and depreciation expense for the first quarter of 2023 was $4.3 million compared to $1.1 million in the same period of 2022. The increase of 290% is due to increased production and a higher PP&E balance.

General and administrative expenses for the first quarter of 2023 was $0.9 million compared to $0.7 million for the same period of 2022, an increase of 29%. The increase is due to increases in both payroll costs and director fees in 2023 and an increase in investor relations and marketing costs in 2023.

Finance income increased $1.3 million in the first quarter of 2023 compared to the prior year quarter due to an unrealized gain on commodity contracts in 2023.

Finance expense decreased $4.2 million in the first quarter of 2023 compared to the prior year quarter due primarily to an unrealized loss on commodity contracts in the first quarter of 2022 of $3.8 million.

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

($000 except as noted)

	March 31			December 31
	2023			2022
Current Assets
Cash	$	3,771		$	1,037
Trade and other receivables		5,536			5,773
Deposits and prepaid expenses		774			670
		10,081			7,480
Non-current assets
Property, plant and equipment		176,727			176,554
Right of use assets		1,215			48
		177,942			176,602
Total Assets	$	188,023		$	184,082
Current Liabilities
Trade and other payables	$	8,642		$	12,596
Lease payable		742			32
Fair value of commodity contracts		584			1,421
		9,968			14,049
Non-current liabilities
Loans and borrowings		17,819			17,799
Asset retirement obligations		1,589			1,425
Lease payable		488			17
Fair value of commodity contracts		41			594
		19,937			19,835
Equity
Share capital		296,227			296,221
Contributed surplus		23,272			23,254
Deficit		(161,381	)		(169,277	)
Total Equity		158,118			150,198
Total Equity and Liabilities	$	188,023			184,082

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

($000 except as noted)

	Three months ended March 31,
($000’s)	2023			2022
Oil and gas revenue net of royalties	$	14,293		$	5,547
Other income		1			1
		14,294			5,548
Production and operating expenses		1,553			907
Depletion and depreciation		4,338			1,139
General and administrative expenses		930			686
Share based compensation		18			125
	$	6,839		$	2,857
Finance Income		1,390			12
Finance Expense		(949	)		(5,159	)
Net income (loss)		7,896			(2,456	)
Net income (loss) per share	$	0.22		$	(0.07	)

KOLIBRI GLOBAL ENERGY INC.

FIRST QUARTER 2023

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

	Quarter Ending March 31,
	2023			2022
Oil revenue before royalties	$	16,278		$	6,179
Natural gas revenue before royalties		815			391
NGL revenue before royalties		981			541
Oil and Gas revenue before royalties		18,074			7,111
Adjusted EBITDA(1)		11,396			2,812
Capital expenditures		4,188			7,401
Statistics:
Average oil production (Bopd)		2,431			714
Average natural gas production (mcf/d)		2,138			922
Average NGL production (Boepd)		407			186
Average production (Boepd)		3,194			1,054
Average oil price ($/bbl)	$	74.40		$	96.17
Average natural gas price ($/mcf)		4.24			4.71
Average NGL price ($/bbl)		26.77			32.25
Average price per barrel	$	62.87		$	74.97
Royalties per barrel		13.16			16.50
Operating expenses per barrel(3)		6.04			9.56
Netback from operations(2)		43.67			48.91
Price adjustment from commodity contracts (Boe)		(1.44	)		(12.03	)
Netback including commodity contracts (Boe)(2)	$	42.23		$	36.88

(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)	Operating expenses in the first quarter of 2023 include $182,625 of compressor costs that are accounted for as a lease under IFRS 16 as of January 1, 2023.

The information outlined above is extracted from and should be read in conjunction with the Company’s unaudited financial statements for the three months ended March 31, 2023 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

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 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.sedar.com 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 (loss) from continuing operations, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company’s financial statements:

(US $000)	For the three months ended March 31,
	2023			2022
Net income (loss)		7,896			(2,456	)
Adjustments:
Finance income		(1,390	)		(12	)
Finance expense		949			5,159
Share based compensation		18			125
General and administrative expenses		930			686
Depletion, depreciation and amortization		4,338			1,139
Other income		(1	)		(1	)
Operating netback		12,740			4,640
Netback from operations	$	43.67		$	48.91

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 March 31,
	2023			2022
Net income (loss)		7,896			(2,456	)
Depletion and depreciation		4,338			1,139
Accretion		45			6
Interest expense		485			225
Unrealized (gain) loss on commodity contracts		(1,390	)		3,786
Share based compensation		18			125
Interest income		-			(2	)
Other income		(1	)		(1	)
Foreign currency loss (gain)		5			(10	)
Adjusted EBITDA		11,396			2,812

Cautionary Statements

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

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

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

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

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

Caution Regarding Forward-Looking Information

This release contains forward-looking information including information regarding the proposed timing and expected results of exploratory and development work including production from the Company’s Tishomingo field, Oklahoma acreage, projected increases in production and cash flow, the Company’s reserves based loan facility, 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.sedar.com.

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.

KEI is an North American energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.81

Exhibit 99.81

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES BANK LINE INCREASE TO

US$40 MILLION

Thousand Oaks, CALIFORNIA, May 10, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that its indirect wholly owned subsidiary BNK Petroleum (US) Inc. (“BNK US”) has obtained an increase in its Borrowing Base from US$25 million to US$40 million on its revolving line of credit (“Credit Facility”) from BOK Financial (“BOKF”). The current outstanding amount drawn on the Credit Facility is US$18.2 million.

Wolf Regener, President and CEO, commented, “We are very pleased to have BOKF’s continued support and belief in our project and our team as we accelerate the development of our Tishomingo field. This 60% increase in our borrowing base provides us more flexibility and supports our production and cash flow growth initiatives.”

The increase in available borrowing capacity gives BNK US the ability to draw down an additional US$21.8 million for the further development of the Company’s Tishomingo field in Oklahoma. The Credit Facility provides for interest only payments until the June 2026 maturity date, with bi-annual scheduled reserve redeterminations.

WEBINAR

The Company will be presenting via webinar at 2:00 p.m. EST later today, May 10^th, 2023 to discuss its first quarter results and a general corporate update. To participate, please register in advance using the following link. Bit.ly/410woFn

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

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Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the Credit Facility and the Company’s operations.

Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including, work and operations in the Company’s 2023 drill program being completed on schedule, future operating costs, forecast prices and costs, estimated production, capital and other expenditures, expected results of drilling activity, that anticipated results and estimated costs will be consistent with management’s expectations, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole.

Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment or labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.82

Exhibit 99.82

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. FINISHES DRILLING THE

FIRST 3 WELLS OF ITS 2023 DRILLING PROGRAM

Thousand Oaks, CALIFORNIA, May 25, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that it has successfully drilled and cased the first three wells of its 2023 drilling program in its Tishomingo field in Oklahoma.

2023 Drilling Program

All three wells were successfully drilled under budget and into their targeted formations. The Barnes 8-1H and 8-2H wells are in the Caney formation, and the Barnes 8-3H is in the T-zone. We will be zipper fracking all three wells beginning this weekend, and flowback will start once all stages have been completed in all of the wells.

In addition, the location for the next two wells in our 2023 drilling program has been built. The drilling rig is expected to arrive sometime in July.

Wolf Regener, President, and CEO commented, “We look forward to building on our tremendous 2022 drilling program success with these new wells, which are expected to begin producing in June. We are continuing the development of the Caney formation, and we will be assessing production from the T-zone for commercial rates with the Barnes 8-3H well. If achieved, commercial flow rates from the T-zone could potentially add many additional well locations and reserves that are not currently reflected in our reserve estimates. The T-zone formation is present over our entire acreage block and will be completed with our latest generation completion design that has been so successful in our 2022 Caney wells.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

-2 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment, labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.83

Exhibit 99.83

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. FINISHES COMPLETION WORK ON THE

FIRST 3 WELLS OF ITS 2023 DRILLING PROGRAM

Thousand Oaks, CALIFORNIA, June 14, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce that it has successfully fracture stimulated the first three wells of its 2023 drilling program in its Tishomingo field in Oklahoma.

All three wells were successfully fracture stimulated using our latest completion design, and the fracture stimulation plugs have been drilled out. The Barnes 8-2H well has begun flowing back the fracture stimulation fluid, and the Barnes 8-1H and Barnes 8-3H will begin flowback in the next few days. The Barnes 8-1H and 8-2H wells are in the Caney formation, and the Barnes 8-3H is in the T-zone.

The surface casing for the next two wells in our 2023 drilling program, the Barnes 7-4H and Barnes 7-5H, is expected to be installed in the coming week, and the drilling rig is scheduled to arrive in early July.

Wolf Regener, President and CEO commented, “We are excited that the flowback is starting from our latest three wells, including the well located in the T-zone. We are continuing the development of the Caney formation, with the next two wells to be drilled in July while we assess production from the Barnes 8-3H T-zone well for commercial rates. If achieved, commercial flow rates from the T-zone could potentially add many additional well locations and reserves that are not currently reflected in our reserve estimates. The T-zone formation is present over our entire acreage block and has been completed using our latest generation completion design that has been so successful in our 2022 Caney wells. We will announce flow rates from these wells once we have stabilized oil and gas rates.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

- 2 -

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment, labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.84

Exhibit 99.84

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES THREE MORE SUCCESSFUL WELLS ADDING OVER 1,500 BOEPD TO PRODUCTION

Thousand Oaks, CALIFORNIA, July 6, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce three more successful wells in its Tishomingo field in Oklahoma, which have been adding over 1,500 barrels of oil equivalent per day (“BOEPD”) to the Company’s production.

2023 Drilling Program

The Barnes 8-1H, 8-2H, and 8-3H wells were drilled and completed under budget and are still cleaning up after the fracture stimulations. The two Caney formation wells, the Barnes 8-1H and 8-2H, have produced at a 12-day average rate of 465 BOEPD (375 Barrels of oil per day “BOPD”) and 565 BOEPD (455 BOPD), respectively. For the last five days, the Barnes 8-1H has averaged 500 BOEPD (400 BOPD), and the Barnes 8-2H has averaged 590 BOEPD (470 BOPD). These wells were the first down-spacing wells in the field and were drilled at a 6 well per section spacing pattern with the Barnes 8-1H in the upper Caney, and the Barnes 8-2H in the lower Caney.

The Barnes 8-3H well, which is in the T-zone formation and is located under and between the Barnes 8-1H and 8-2H wells, has an 11-day average rate of 445 BOEPD (315 BOPD) and has averaged 490 BOEPD (340 BOPD) for the last 5 days, with the last 2 days at 570 BOEPD (390 BOPD).

Production optimization is currently in progress on all three of the wells.

Wolf Regener, President, and CEO commented, “We are very pleased to have these three wells on production and look forward to seeing how they continue to perform. While it’s early, these wells are on track to confirm our belief that the down spacing of the field is economic, which would enable much more production from this field. The T-Zone, Barnes 8-3H well is also exciting for us as it is producing at higher oil rates than our previous T-zone wells and is not currently showing signs of decline. Achieving commercial rates from the T-zone could add many additional well locations and reserves that are not currently reflected in our reserve estimates. The T-zone formation is present over our entire acreage block and is thus potentially very significant to the Company. Over the coming months, we will be gathering data from these wells, which will be used to further optimize reserve recoveries from the field.

“The Barnes 8-1H, 8-2H, and 8-3H were drilled, completed and had facilities built at an average cost of approximately $6.5 million, which is $700,000 below our $7.2 million estimated cost.

“The drilling rig for the next two wells, the Barnes 7-4H and Barnes 7-5H, is expected to move in tomorrow, with drilling expected to start early next week. Both of these wells will be drilled in the Caney formation.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

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Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment, labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.85

Exhibit 99.85

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. ANNOUNCES 2023 AGM RESULTS

AND OPERATIONS UPDATE

THOUSAND OAKS, Calif, July 13, 2023 – Kolibri Global Energy Inc. (the “Company” or “Kolibri”) (TSX: KEI, OTCQX: KGEIF) is pleased to announce the results of the Annual General Meeting of shareholders of the Company held in Vancouver, British Columbia on July 13, 2023. All of the resolutions put forward at the meeting were approved.

The Company’s shareholders voted to fix the number of directors of the Company at five and elected the following five nominees to the board of directors. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the votes submitted by proxy with respect to the election of directors:

Director Nominee	Votes For		% For			Votes Withheld		% Withheld
Wolf Regener		10,905,935		99.73	%		29,865		0.27	%
Eric Brown		10,884,450		99.53	%		51,350		0.47	%
Leslie O’Connor		10,665,386		97.53	%		270,414		2.47	%
David Neuhauser		10,913,420		99.80	%		22,380		0.20	%
Evan Templeton		10,906,015		99.73	%		29,785		0.27	%

The shareholders re-appointed KPMG LLP, Chartered Accountants as the auditor of the Company.

Shareholders also approved the unallocated entitlements under the Company’s stock option plan with 95.52% of the votes in favour.

Additional details will be provided in a Report of Voting Results to be filed on SEDAR.

Operations Update

Drilling on the Barnes 7-5H well will start tomorrow. After drilling is completed, the rig will move to the Barnes 7-4H well to begin drilling. Both of these wells will be drilled in the Caney formation.

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About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

Contacts

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

EX-99.86

Exhibit 99.86

925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES 30 DAY RATES AND

ANNOUNCES EXPANDED 2023 DRILLING PROGRAM

Thousand Oaks, CALIFORNIA, July 25, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an operations update for its Tishomingo field in Oklahoma.

Barnes 8-1H and 8-2H Caney Wells

The Barnes 8-2H well had a thirty-day production rate of 476 barrels of oil equivalent per day (BOEPD), with 80% being oil. The Barnes 8-1H had a thirty-day production rate of 390 BOEPD, with 81% being oil. The Company attributes the higher production rate of the Barnes 8-2H well to it being in the Lower part of the Caney formation but believes both are economic wells at their forecasted decline curves. The data collected to date indicates that the optimum development of the Caney, at six well spacing, should be with all six wells placed in the lower Caney, which will access the Upper and Lower Caney reserves.

Barnes 8-3H, T-zone Well

The Barnes 8-3H well, which is the first T-zone well that utilized the Company’s latest fracture stimulation technique, is performing better than previous T-zone wells. The well had a thirty-day production rate of 480 BOEPD, with 68% being oil. The Barnes 8-3H is producing at a 20% higher oil rate than our previous best performing T-zone well.

Additional Wells and Drilling Program Expansion

Drilling is underway on the Barnes 7-5H well, which will be followed by the Barnes 7-4H well. Both wells are targeting the Lower Caney formation, and both will be fracture stimulated simultaneously after the drilling is complete.

The Company now plans to drill another three well pad immediately after the Barnes 7-4H is finished drilling. The three well pad is planned to consist of two Lower Caney formation wells and one T-zone well. This will expand our 2023 drilling program to eight wells from the previous forecast of 6-7 wells for the year.

The Company plans to release earnings after market close on August 3, 2023, and has also uploaded a new investor presentation to its website.

Wolf Regener, President, and CEO commented, “We are pleased with the first three wells in our 2023 program as we continue to fine-tune our development program to maximize the value of the field. The Barnes 8-1H and 8-2H wells are on track to confirm our belief that the downspacing of the Caney is economic, which should enable much more production from this field.

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“We continue to monitor the Barnes 8-3H T-zone well, and we believe that the early results indicate that T-zone wells will be economic. Achieving commercial rates from the T-zone could add many additional well locations and reserves that are not currently reflected in our reserve estimates. The T-zone formation is present over our entire acreage block and is thus potentially very significant to the Company.

“Our confidence in the early results from these wells has led us to increase the number of wells we plan to drill this year.

“It is important to note that while we often speak of average production rates, wells vary in productivity, as is typical and to be expected when developing oil fields. Based on our analysis, we anticipate the next sets of Caney downspaced wells to have higher initial production rates.

“We are also very pleased that the wells we drilled in 2022 are doing so well. In our updated investor presentation, the individual production rates of these wells are now shown.”

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613
Email: wregener@kolibrienergy.com
Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

- 3 -

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment, labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more concessions and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.87

Exhibit 99.87

925 Broadbeck Dr., Suite 220 Thousand Oaks, California 91320 
Phone: (805) 484-3613 TSX ticker symbol; KEI QTCQX ticker symbol; KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY ANNOUNCES NET INCOME OF $4.3 MILLION AND

EPS OF $0.12 PER SHARE FOR SECOND QUARTER OF 2023

THOUSAND OAKS, CALIFORNIA, August 3, 2023 -

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

SECOND QUARTER HIGHLIGHTS

● Average production for the second quarter of 2023 was 2,415 BOEPD, an increase of 25% compared to the second quarter of 2022 average production of 1,928 BOEPD. This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in the last week of June 2023. The production increases were partially offset by existing wells that were shut-in for two to four weeks of the quarter while completion operations were underway. Approximately 800 BOEPD was shut-in for two weeks and 300 BOEPD was shut-in for four weeks during the second quarter

● Adjusted EBITDA⁽¹⁾ was $7.6 million in the second quarter of 2023 compared to $8.6 million in the second quarter of 2022, a decrease of 12%. The decrease was due to a decrease in average prices of 37% partially offset by a 25% increase in production

● Revenue, net of royalties was $10.1 million in the second quarter of 2023 compared to $12.4 million for second quarter of 2022, a decrease of 19%, due to lower average prices partially offset by higher production

● Net income in the second quarter of 2023 was $4.3 million and EPS was $0.12/share compared to $7.0 million and EPS of $0.20/share in the second quarter of 2022. The decrease was due to lower average prices and higher depletion and depreciation expense partially offset by higher production and lower realized losses on commodity contracts compared to the prior year second quarter

● Average netback from operations⁽²⁾ for the second quarter of 2023 was $39.97/boe, a decrease of 37% from the prior year second quarter due to higher average prices in 2022. Netback including commodity contracts⁽²⁾ for the second quarter of 2023 was $38.60/boe which was 28% lower than the prior year second quarter

● Production and operating expenses per barrel averaged $6.04 per BOE in the second quarter of 2023 compared to $7.77 per BOE in the second quarter of 2022, a decrease of 22%. The decrease was due to increased production which reduced the per barrel fixed costs and lower production taxes due to a decrease in prices

● At June 30, 2023, the Company had $21.8 million of available borrowing capacity on its credit agreement and its net debt outstanding was $16.8 million

(1) Adjusted EBITDA is considered a non-GAAP measure. Refer to the section entitled “Non-GAAP Measures” of this earnings release.

2

(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.

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

“We are extremely excited about the execution of our 2023 drilling program as we continue to make progress in maximizing the development of our Tishomingo field. The early performance of the Barnes 8-1H and Barnes 8-2H wells is on track to confirm that we can economically downspace to six Caney wells per section and the early results of the Barnes 8-3H T-zone well indicate that T-zone wells are also likely to be economic.

“We are now accelerating our development plans by drilling five continuous wells to close out our 2023 drilling program. We are currently drilling the Barnes 7-5H well, to be followed immediately by the Barnes 7-4H well, which are both located in the lower Caney. We will then begin drilling the next three well pad, consisting of two lower Caney wells and one T-zone well, while we simultaneously fracture stimulate the Barnes 7-5H and Barnes 7-4H wells. We will continue to fund our drilling program primarily from operating cash flow but expect our net debt to increase slightly at year-end as we manage our working capital from the accelerated drilling schedule.

“Average production for the second quarter of 2023 was 2,415 BOEPD, an increase of 25% compared to the second quarter of 2022 average production of 1,928 BOEPD due to the five wells that were drilled in the prior year partially offset by the shut-in wells during completion operations. At the end of the second quarter, our exit rate production was about 3,400 BOEPD. This does not include about 300 BOEPD of production that was either shut-in or was in the process of dewatering after being impacted by the completion operations.

“Adjusted EBITDA⁽¹⁾ was $7.6 million in the second quarter of 2023 compared to $8.6 million in the second quarter of 2022, a decrease of 10%. The decrease was due to a 37% decrease in average prices, partially offset by a 25% increase in production.

“Net revenue decreased by 19% to $10.1 million in the second quarter of 2023 compared to $12.4 million for the second quarter of 2022 due to the average price decline partially offset by higher production. We expect revenue to increase in the third quarter due to production from the three recently completed wells in addition to production from the Barnes 7-4H and Barnes 7-5H wells which we anticipate to begin before the end of the third quarter.

“Net income in the second quarter of 2023 was $4.3 million with EPS of $0.12/share compared to $7.0 million with EPS of $0.20/share in the second quarter of 2022. The decrease was due to lower average prices and higher depletion and depreciation expense partially offset by higher production and lower realized losses on commodity contracts compared to the prior year second quarter.

“Netback from operations⁽²⁾ for the second quarter of 2023 was $39.97/boe, a decrease of 37% from the prior year second quarter due to higher average prices in 2022. Netback including commodity contracts⁽²⁾ for the second quarter of 2023 was $38.60/boe, which was 28% lower than the prior year second quarter.

3

“Operating expenses per barrel averaged $6.04 per BOE in the second quarter of 2023 compared to $7.77 per BOE in the second quarter of 2022, a decrease of 22%. The decrease was due to increased production which reduced the per barrel fixed costs and lower production taxes due to a decrease in prices.”

	Second Quarter							First Six Months
	2023		2022		%			2023		2022		%
Net Income :
$ Thousands	$	4,268	$	7,007		(39	)%	$	12,164	$	4,551		167	%
$ per basic common share	$	0.12	$	0.20		(40	)%	$	0.34	$	0.13		162	%
$ per diluted common share	$	0.12	$	0.19		(37	)%	$	0.33	$	0.13		154	%
Capital Expenditures	$	15,742	$	7,572		108	%	$	19,930	$	14,973		33	%
Average Production (Boepd)		2,415		1,928		25	%		2,803		1,493		88	%
Average Price per Barrel	$	58.00	$	92.02		(37	)%	$	60.75	$	86.06		(29	)%
Average Netback from operations(2) per Barrel	$	39.97	$	63.06		(37	)%	$	42.07	$	58.11		(28	)%
Average Netback including commodity contracts(2) per Barrel	$	38.60	$	53.66		(28	)%	$	40.66	$	47.78		(15	)%

	June 2023			March 2023		December 2022
Cash and Cash Equivalents	$	975		$	3,058	$	1,037
Working Capital	$	(8,274	)	$	113	$	(6,569	)
Borrowing capacity	$	21,842		$	6,842	$	6,842

(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.

Second Quarter 2023 versus Second Quarter 2022

Oil and gas gross revenues totaled $11,989,000 in the quarter versus $14,365,000 in the second quarter of 2022. Oil revenues decreased $2,376,000 or 17% as average oil prices decreased by $37.41 per barrel or 34%, partially offset by an oil production increase of 27% to 1,821 bopd. Natural gas revenues decreased $518,000 or 69% to $232,000 as average natural gas prices decreased by $4.65/mcf or 72% to $1.83/mcf partially offset by a natural gas production increase of 10% to 1,397 mcfpd. Natural gas liquids (NGLs) revenues decreased $504,000 or 49% as average NGL prices decreased 61% to $15.97/boe partially offset by a NGL production increase of 30% to 361 boepd.

Average production for the second quarter of 2023 was 2,415 BOEPD, an increase of 25% compared to the second quarter of 2022 average production of 1,928 BOEPD due to the five wells that were drilled in the prior year partially offset by the shut-in wells during completion operations.

4

Production and operating expenses decreased to $1,147,000 in the second quarter of 2023, a decrease of 21%. The decrease is due to lower production taxes and compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the second quarter of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $1.3 million for the second quarter of 2023. The decrease was partially offset by the increase in production.

Depletion and depreciation expense increased $1,288,000 or 62% due to increased production and a higher PP&E balance.

G&A expense increased $177,000 or 27% due to increases in both payroll costs and director fees in 2023 and an increase in investor relations and marketing costs in 2023.

Share based compensation for the second quarter of 2023 was $356,000 compared to $32,000 in the second quarter of 2022. The increase was due to stock option and restricted share unit grants made in the second quarter of 2023.

Finance expense decreased $1,145,000 in the second quarter of 2023 compared to the prior year quarter primarily due to lower realized losses on commodity contracts in 2023 compared to the prior year partially offset by higher interest expense in 2023.

FIRST SIX MONTHS 2023 HIGHLIGHTS

● Average production for the first six months of 2023 was 2,803 BOEPD, an increase of 88% compared to the first six months 2022 average production of 1,493 BOEPD. This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in the last week of June 2023 partially offset by wells that were shut-in during completion operations

● Adjusted EBITDA⁽¹⁾ was $19.0 million in the first six months of 2023 compared to $11.4 million in the first six months of 2022, an increase of 67%. The increase was due to a 88% increase in production partially offset by a 29% decrease in average prices

● Revenue, net of royalties was $24.4 million in the first six months of 2023 compared to $18.0 million for first six months of 2022, an increase of 36%, as production increased by 88% partially offset by lower average prices

● Net income in the first six months of 2023 was $12.2 million compared to $4.6 million in the first six months of 2022. The increase was primarily due to an increase in production and lower realized losses on commodity contracts partially offset by a decrease in average prices and higher depreciation expense

● Average netback from operations⁽²⁾ for the first six months of 2023 was $42.07/boe, a decrease of 28% from the prior year period due to higher prices in 2022. Netback including commodity contracts⁽²⁾ for the first six months of 2023 was $40.66/boe which was a decrease of 15% compared to the prior year period

● Production and operating expenses per barrel averaged $6.04 per BOE in the first six months of 2023 compared to $8.40 per BOE in the first six months of 2022, a decrease of 28%. The decrease was due to increased production which reduced the per barrel fixed costs and lower production taxes due to a decrease in prices

5

(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 2023 versus First Six Months of 2022

Oil and gas gross revenues totaled $28,267,000 in the first six months of 2023 versus $20,544,000 in the first six months of 2022. Oil revenues increased $7,723,000 or 38% as oil production increased by 97% to 2,125 boepd partially offset by an average oil price decrease of $31.76 per barrel or 30%. Natural gas revenues decreased $94,000 or 8% to $1,047,000 as average natural gas prices decreased by $2.46/mcf or 43% to $3.28/mcf partially offset by a natural gas production increase of 61% to 1,765 mcfpd. Natural gas liquids (NGLs) revenues decreased $64,000 or 4% as average NGL prices decreased 42% to $21.67/boe partially offset by a NGL production increase of 66% to 384 boepd.

Average production for the first six months of 2023 was 2,803 BOEPD, an increase of 88% compared to the first six months 2022 average production of 1,493 BOEPD. This increase is due to production from the Emery 17-2H, the Brock 9-3H and the Glenn 16-3H wells which started production at the end of 2022 and the Barnes 8-1H, Barnes 8-2H and Barnes 8-3H wells which started production in the last week of June 2023 partially offset by wells that were shut-in during completion operations.

Production and operating expenses increased to $2,700,000 in the first six months of 2023, an increase of 19%. The increase was due to the increase in production and was partially offset by compressor costs which are accounted for as leases under IFRS 16 and therefore not included in the first six months of 2023 production and operating expenses. Production and operating expenses including these compressor costs would have been $3.1 million for the first six months of 2023.

Depletion and depreciation expense increased $4,487,000 or 139% due to increased production and a higher PP&E balance.

G&A expense increased $421,000 or 28% due to increases in both payroll costs and director fees in 2023 and an increase in investor relations and marketing costs in 2023.

Share based compensation for the first six months of 2023 was $374,000 compared to $157,000 in the first six months of 2022. The increase was due to stock option and restricted share unit grants made in the second quarter of 2023.

Finance income increased by $2.1 million for the first six months of 2023 due to an unrealized gain on commodity contracts in 2023.

Finance expense decreased $4.6 million in the first six months of 2023 compared to the prior year period primarily due to an unrealized loss on commodity contracts in the prior year and lower realized losses in the first six months of 2023 compared to 2022.

6

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, Expressed in Thousands of United States Dollars)

($000 except as noted)

	June 30			December 31
	2023			2022
Current Assets
Cash	$	945		$	1,037
Trade and other receivables		4,272			5,773
Other current assets		369			670
Fair value of commodity contracts		123
		5,709			7,480
Non-current assets
Property, plant and equipment		189,441			176,554
Right of use assets		1,299			48
Fair value of commodity contracts		206			-
		190,946			176,602
Total Assets	$	196,655			184,082
Current Liabilities
Trade and other payables	$	13,075		$	12,596
Lease payable		908			32
Fair value of commodity contracts		-			1,421
		13,983			14,049
Non-current liabilities
Loans and borrowings		17,746			17,799
Asset retirement obligations		1,704			1,425
Lease payable		415			17
Fair value of commodity contracts		-			594
		19,865			19,835
Equity
Share capital		296,227			296,221
Contributed surplus		23,693			23,254
Deficit		(157,113	)		(169,277	)
Total Equity		162,807			150,198
Total Equity and Liabilities	$	196,655			184,082

7

KOLIBRI GLOBAL ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

($000 except as noted)

	Second Quarter						First Six Months
	2023			2022			2023			2022
Oil and natural gas revenue, net	$	10,114		$	12,428		$	24,407		$	17,975
Other income		-			28			1			29
		10,114			12,456			24,408			18,004
Production and operating expenses		1,147			1,364			2,700			2,271
Depletion and depreciation expense		3,375			2,087			7,713			3,226
General and administrative expenses		1,021			844			1,951			1,530
Stock based compensation		356			32			374			157
		5,899			4,327			12,738			7,184
Finance income		777			747			2,167			10
Finance expense		(724	)		(1,869	)		(1,673	)		(6,279	)
Net income		4,268			7,007			12,164			4,551
Net income per basic share	$	0.12		$	0.20		$	0.34		$	0.13
Net income per diluted share	$	0.12			0.19			0.33			0.13

8

KOLIBRI GLOBAL ENERGY

SECOND QUARTER 2023

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

	Second Quarter				First Six Months
	2023		2022		2023		2022
Oil revenue before royalties	$	11,987		14,365		28,267		20,544
Gas revenue before royalties		232		750		1,047		1,141
NGL revenue before royalties		525		1,029		1,506		1,570
Oil and Gas revenue		12,746		16,144		30,820		23,255
Adjusted EBITDA(1)		7,646		8,572		19,042		11,384
Additions to property, plant & equipment		15,742		7,572		19,930		14,973

Statistics:	2nd Quarter						First Six Months
	2023			2022			2023			2022
Average oil production (Bopd)		1,821			1,439			2,125			1,078
Average natural gas production (mcf/d)		1,397			1,271			1,765			1,097
Average NGL production (Boepd)		361			277			384			232
Average production (Boepd)		2,415			1,928			2,803			1,493
Average oil price ($/bbl)	$	72.33		$	109.74		$	73.51		$	105.27
Average natural gas price ($/mcf)	$	1.83		$	6.48		$	3.28		$	5.74
Average NGL price ($/bbl)	$	15.97		$	40.82		$	21.67		$	37.40
Average price (Boe)	$	58.00		$	92.02		$	60.75		$	86.06
Less: Royalties (Boe)		11.98			21.19			12.64			19.55
Less: Operating expenses (Boe)		6.05			7.77			6.04			8.40
Netback from operations(2) (Boe)	$	39.97		$	63.06		$	42.07		$	58.11
Price adjustment from commodity contracts (Boe)		(1.37	)		(9.40	)		(1.41	)		(10.33	)
Netback including commodity contracts(2) (Boe)	$	38.60		$	53.66		$	40.66		$	47.78

(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, 2023 and the related management’s discussion and analysis thereof, copies of which are available under the Company’s profile at www.sedar.com.

9

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 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.sedar.com and is incorporated by reference into this earnings release.

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 flow 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 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 (loss) from continuing operations, 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,
	2023			2022			2023			2022
Net income (loss)		4,268			7,006			12,164			4,551
Adjustments:
Finance income		(777	)		(746	)		(2,167	)		(10	)
Finance expense		724			1,869			1,673			6,279
Share based compensation		356			32			374			157
General and administrative expenses		1,021			844			1,951			1,530
Depletion, depreciation and amortization		3,375			2,087			7,713			3,226
Other income		-			(28	)		(1	)		(29	)
Operating netback		8,967			11,064			21,707			15,704
Netback from operations per BOE		39.97			63.06			42.07			58.11

10

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,
	2023			2022			2023			2022
Net income		4,268			7,007			12,164			4,551
Depletion and depreciation		3,375			2,087			7,713			3,226
Accretion		44			6			89			12
Interest expense		375			212			860			437
Unrealized (gain) loss on commodity contracts		(777	)		(746	)		(2,167	)		3,040
Share based compensation		356			32			374			157
Interest income		-			(1	)		-			(3	)
Other income		-			(28	)		(1	)		(29	)
Foreign currency loss (gain)		5			3			10			(7	)
Adjusted EBITDA		7,646			8,572			19,042			11,384

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.

11

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 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, 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.sedar.com.

12

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.

KEI is a North American energy company focused on finding and exploiting energy projects in oil, gas and clean and sustainable energy. 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. The common shares of the Company trade on the Toronto Stock Exchange (“TSX”) under the symbol “KEI” and on the Over the Counter QX (“OTCQX”) under the symbol “KGEIF”.

For further information, contact:

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

Email: investorrelations@kolibrienergy.com

Website: www.kolibrienergy.com

EX-99.88

Exhibit 99.88

 925 Broadbeck Drive, Suite 220
Thousand Oaks, California 91320 Phone: (805) 484-3613 TSX ticker symbol: KEI
OTCQX ticker symbol: KGEIF

For Immediate Release

KOLIBRI GLOBAL ENERGY INC. PROVIDES OPERATIONS UPDATE

Thousand Oaks, CALIFORNIA, September 6, 2023 – Kolibri Global Energy Inc. (the “Company” or “KEI”) (TSX: KEI, OTCQX: KGEIF) is pleased to provide an operations update for its Tishomingo field in Oklahoma.

Drilling and Completion Operations

The Barnes 7-4H and 7-5H wells were successfully drilled and cased in the Lower Caney formation safely and under budget. The drilling rig is currently moving over to the Emery pad for the drilling of the next two Lower Caney wells and a T-zone well. The first of these next three wells, the Emery 17-3H, is expected to begin drilling within the week.

The Barnes 7-4H and 7-5H are scheduled to begin completion operations within the next two weeks once the drilling rig has moved out and all the equipment for the fracture stimulations has moved in and is rigged up.

Wolf Regener, President, and CEO commented, “We are excited to begin completion operations on the Barnes 7-4H and Barnes 7-5H wells, and to move the same drilling rig over to drill the next three-well pad immediately. We are looking forward to the additional production that we expect from all these wells.”

Recently Completed Wells and Field Update

The Company is pleased to report that the Barnes 8-3H well, which is our first T-zone well utilizing our latest completion technique and has been on production for just over 2 1/2 months, is currently producing in line with management’s forecasted production. The production from our earlier T-zone wells had declined much harder at this stage. Achieving commercial rates from the T-Zone could add many additional well locations and reserves that are not currently reflected in our reserve estimates. The T-zone formation is present over our entire acreage block and is thus potentially very significant to the Company.

The current production from the Barnes 8-2H well in the Lower Caney is within management’s forecasted production band range. The Barnes 8-1H well, which is in the Upper Caney, is producing just below management’s expected forecasted production band range. As we previously disclosed, while the Barnes 8-1H is still economic, the Company plans to place our future Caney wells in the Lower Caney formation.

- 2 -

The gathering system operator for the field has had issues for much of August, which resulted in the Company’s production being restricted from the entire field. The issues are being resolved and the production is rebounding.

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil, gas, and clean and sustainable energy. 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. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the OTCQX under the stock symbol KGEIF.

For further information, contact:

Wolf E. Regener +1 (805) 484-3613

Email: wregener@kolibrienergy.com

Website: www.kolibrienergy.com

Cautionary Statements

In this news release and the Company’s other public disclosure: The references to barrels of oil equivalent (“Boes”) reflect natural gas, natural gas liquids and oil. 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. 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.

Readers should be aware that references to initial production rates and other short-term production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Readers are referred to the full description of the results of the Company’s December 31, 2022 independent reserves evaluation and other oil and gas information contained in its Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information for the year ended December 31, 2022, which the Company filed on SEDAR on March 13, 2023.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward looking information”), including statements regarding the timing of and expected results from planned wells development. Forward-looking information is based on plans and estimates of management and interpretations of data by the Company’s technical team at the date the data is provided and is subject to several factors and assumptions of management, including that that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that required regulatory approvals will be available when required, that no unforeseen delays, unexpected geological or other effects, including flooding and extended interruptions due to inclement or hazardous weather conditions, equipment failures, permitting delays or labor or contract disputes are encountered, that the necessary labor and equipment will be obtained, that the development plans of the Company and its co-venturers will not change, that the offset operator’s operations will proceed as expected by management, that the demand for oil and gas will be sustained, that the price of oil will be sustained or increase, that the gathering system issues will be resolved, that the Company will continue to be able to access sufficient capital through cash flow, debt, financings, farm-ins or other participation arrangements to maintain its projects, and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company’s business, its ability to advance its business strategy and the industry as a whole. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate 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 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 equipment failures, permitting delays, labor or contract disputes or shortages of equipment, labor or materials are encountered, 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), the risk of commodity price and foreign exchange rate fluctuations, that the offset operator’s operations have unexpected adverse effects on the Company’s operations, 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 gathering system operator doesn’t get the issues resolved, that the price of oil will decline, 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 and uncertainties applicable to exploration and development activities and the Company’s business as set forth in the Company’s management discussion and analysis and its annual information form, both of which are available for viewing under the Company’s profile at www.sedar.com, any of which could result in delays, cessation in planned work or loss of one or more leases and have an adverse effect on the Company and its financial condition. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

EX-99.89

Exhibit 99.89

KPMG LLP

205 5th Avenue SW Suite 3100

Calgary AB T2P 4B9 Tel 403-691-8000

Fax 403-691-8008

www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Kolibri Global Energy Inc.

We, KPMG LLP, consent to the use of our report dated March 15, 2023 on the consolidated financial statements of Kolibri Global Energy Inc. (the “Entity”) which comprise the consolidated statements of financial position as at December 31, 2022 and December 31, 2021, the consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively the “consolidated financial statements”), which is included in the Registration Statement on Form 40-F.

/s/ KPMG LLP

Chartered Professional Accountants

Calgary, Canada

September 29, 2023

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global

organization of independent member firms affiliated with KPMG International Limited, a private

English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

EX-99.90

Exhibit 99.90

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the use of our Form 51-101F2 dated March 8, 2023, and references to our name in the Registration Statement on Form 40-F of Kolibri Global Energy Inc. being filed with the U.S. Securities and Exchange Commission.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ Richard B. Talley, Jr., P.E.
	Richard B. Talley, Jr., P.E.
	Chief Executive Officer

Houston, Texas

September 29, 2023