Kolibri Global Energy Inc. (KEI) Earnings Call Transcript & Summary

Welcome everyone to Kolibri's AGM. We are going to start with having Computershare verify the callers coming in. So Pauline, I'll turn that over to you.

[Operator Instructions] So anyone that's called in by telephone, could I have your name for registration purposes, please?

Hang on a second, let me unmute people.

Now I can. [indiscernible].

Thank you. [indiscernible] we've registered you.

We've got everyone unmute -- we've got a 303-381 number. Could you identify yourself, please?

[ Harold Neil ], 303-815-0051.

Thanks, Harold.

Yes. I've registered you. Yes. I've registered Neil. Thank you. There is a 919 number, (919) 9207-32777.

Could you unmute yourself first before answering, please?

There's a number that's coming up as [ ASSA ].

You could unmute yourself before speaking, please? Yes. Both those two are still muted and not on my end, on their end. Do we have to remove those people if they don't answer Pauline?

They're attending as a guest so that would be up to you and your counsel, but they're attending as guest. So that should be fine.

Okay. All right. And you got everyone else?

Yes. Just those two that I haven't.

Okay. Can we get going with that then? Do you have everything you need, Pauline?

Fine, you can proceed.

Okay. Thank you, everyone, for joining. I thought -- first of all, I'm Wolf Regener, President and CEO. And I thought I'd let everyone to introduce themselves down the path. Leslie, do you want to start?.

Leslie O'Connor.

Evan Templeton.

David Neuhauser.

Doug Urch.

Gary Johnson, I'm the CFO.

, Great. Thank you very much. Evan, I'll turn it over to you.

Sure. The meeting will now come to order. My name is Evan Templeton, I'm the Director of Kolibri Global Energy. I will act as Chairman of the meeting, and I've asked [indiscernible] to act as Secretary, a Computer Investor Services Inc. has provided us with the scrutineer. Proof of mailing to the shareholders of notice calling this meeting, together with a copy of the information circular and instrument of proxy have been duly filed, and I direct the proof of mailing to be kept by the secretary with the records of this meeting. I'm advised that there is quorum present and that the scrutineer's interim report has now been received. It shows that there are, at present, and personally at the meeting of one shareholder, representing 170,275 shares and represented by proxy 105 shareholders representing 15,562,026 shares for a total of 106 shareholders and 15,732,301 shares represented at the meeting. In accordance with the company's articles and is customary for shareholder meetings, all those will be conducted by raising your hand unless a poll is directed or requested by at least one shareholder entitled to vote who is present in person or by proxy. I now declare the meeting regularly called and properly constituted for the transaction business. The first type of business is the presentation of financial statements of the company and report the auditors thereon for the financial year ended December 31, 2024. Unless someone specifically requests, the reports will not be read. The next item of business is to fix the number of directors. I move that the number of directors of the company will be fixed at 5. Is there any discussion on the motion? None. You've heard the motion, all those in favor, please signify in the usual manner by raising the right hand. [Voting]

Unanimous. So carried. I now declare that the number of directors of the company be fixed at five. We'll now proceed with the election of directors. The information circular contains name of management's nominees to the Board of Directors. I nominate David Neuhauser, Leslie O'Connor, Wolf Regener, Evan Templeton and Douglas C. Urch as directors of the company. As the company has not received notice of any further nominations in accordance with the company's advanced notice policy. I move that nominations be closed and that the persons nominated be elected as directors. Is there any discussion on the motion? You've heard the motion. All those in favor, please signify in the usual manner by raising the right hand. [Voting]

Unanimous. Carried. I'm now excited that David Neuhauser, Leslie O'Connor, Wolf Regener, Evan Templeton and Douglas C. Urch, are duly elected as Directors of the company. The next item of business is the appointment of the auditor for the ensuing year and to authorize the directors to fix remuneration to be paid to the auditor. I move that BDO, USNA, PC, be appointed auditor of the company for the ensuing year and that the directors of the company be authorized to fix the remuneration to be paid for the auditor. Is there any discussion on the motion? You've heard the motion, all those in favor, please signify the usual manner by raising their right hand. [Voting]

Great. Carried. I declare the resolution passed. The next item of business is to consider and if thought fit to pass an ordinary resolution set out in the information circular to authorize an improvement in aggregate of 8% of the common shares of the company outstanding from the issuance under the RSU plan and all the company's other previously established or proposed share compensation arrangements be and is hereby authorized to confirmed or ratified and approved. Pursuant to the rules of the TSX, any unallocated entitlements under the RSU plan must be approved by shareholders every 3 years and therefore, approval is required at this meeting. I now ask for a motion to pass the resolution on the following form: The amended restricted share unit plan, the amended RSU plan of the company described in the information circular the company dated March 14, 2025 which allows for an aggregate of 8% of the common shares of the company outstanding from time to get reserve for issuance under the RSU plan and all the company's other previously established proposed share compensation arrangements of the company; [ b ] and is hereby authorized, confirmed or ratified if approved. All unallocated entitlements under the amended RSU plan be and are hereby authorized and approved until April 22, 2028. The company has the ability to grant RSUs under the amended RSUs plan until April 22, 2028, which is dated as 3 years from the date of the shareholder meeting in which the shareholder approval is being sought. The reservation for issuance of common shares under the amended 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 amended RSU plan as fully paid and non-accessible shares of the company. Is there any discussion on the motion? None. You have heard the motion, all those in favor please signify in the usual manner by raising their right hand. [Voting]

Unanimous. Thank you, Carried. I declare the resolution passed. The next item of business is considered and if thought fit to pass an ordinary resolution set out in the information circular to authorize and approve the increase of the maximum nonemployee director participation across all equity compensation plans each from CAD 100,000 to CAD 150,000 for a nonemployee director, of which no more than CAD 100,000 in compromised stock options provided that such limit will not apply in respect of initial brands of equity compensation to newly appointed directors be and is hereby authorized, confirmed, ratified and approved. Is there any discussion on the motion? You have heard the motion. All those in favor, please signify in the usual manner by raising their right hand. [Voting]

Carried. I declare the resolution passed. Is there any other business that may be properly brought before the meeting? As there is no further business before the meeting, I declare this being concluded.

All right. We're going to move on to Q&A. Let's see if I can get everyone unmuted. Who wants to be unmuted. Okay, everyone who would like to ask any questions or state anything or happy to have you do so.

Do you have any comment on mergers or acquisitions? Are you looking around to do anything, anybody looking at you? I know you have to be limited in what you say, but have you said anything publicly about that kind of thing?

We have not said anything publicly other than -- I mean we're always open to something at the right price that makes sense for the shareholders. And we are looking around for other things that have to be accretive for the shareholders. So we always have our eyes open in both fashions. Anybody else anything? Well with that, thank you, everyone, for joining, and we appreciate your support. Anybody else want to?

I just want to say thanks for your support. And also just thanks to the entire Kolibri team to [indiscernible] everyone else who's behind the scenes and also to the other Board of Directors for their support.

All right. Thank you, everybody.