Kolibri Global Energy Inc. Announces TSX Approval for Normal Course Issuer Bid
Kolibri Global Energy Inc. (the “Company” or “Kolibri”) today announced that the Toronto Stock Exchange (the “TSX”) has accepted the Company’s notice of intention to conduct a normal course issuer bid (the “Bid”) to repurchase up to 1,768,841 of its common shares (“Shares”). This represents approximately 5% of the total 35,376,833 Shares issued and outstanding as of September 10, 2025. The purchases will be conducted through the TSX, the Nasdaq Capital Market (the “Nasdaq”), or, where permissible, through alternative Canadian trading platforms. The exact number of Shares purchased under the Bid will be determined by the management of the Company based on market conditions and corporate strategy.
Under the terms of the Bid, the Company may acquire Shares through open market transactions on the TSX and Nasdaq, as well as other Canadian trading venues where such transactions are permitted. The repurchase price for any Shares will correspond to the prevailing market price at the time of acquisition, ensuring that the Company remains aligned with market valuations.
Pursuant to TSX rules and policies, the maximum number of Shares that may be repurchased on any single day under the Bid is limited to the greater of 1,000 Shares or 25% of the average daily trading volume of the Shares on the TSX over the six most recently completed calendar months. For the six-month period ending August 31, 2025, this figure equates to 10,626 Shares.
Similarly, under U.S. securities laws, the maximum number of Shares that may be repurchased on the Nasdaq on any single day is 25% of the average daily trading volume over the four calendar weeks preceding the date of purchase, with certain exceptions permitted for block trades. These regulatory limits ensure that market stability is maintained while enabling the Company to conduct its repurchases in a disciplined manner.
The timing and scale of purchases under the Bid will be carefully determined by the Company’s management team. Decisions will take into account market conditions, prevailing share prices, the optimal deployment of available cash, and other relevant factors. All Shares purchased under the Bid will be cancelled immediately upon acquisition. Funding for repurchases will come from the Company’s available working capital, ensuring that the Bid does not affect the operational liquidity of the business. The Bid will have a duration of one year, commencing on September 23, 2025, and ending on September 22, 2026, providing the Company with a full year to strategically execute purchases.
The Board of Directors of Kolibri believes that the underlying value of the Company may not be fully reflected in the current market price of its Shares. In light of this, the Board considers that the repurchase of Shares represents a prudent and attractive investment in the Company itself. The Board believes that using corporate funds to repurchase Shares, depending on future price movements and other market considerations, aligns with the best interests of both the Company and its shareholders. By repurchasing Shares, Kolibri aims to enhance shareholder value while taking advantage of what it perceives as a favorable market opportunity.
The Company’s prior normal course issuer bid, which began on September 23, 2024, and will expire on September 22, 2025, received approval from the TSX to purchase up to 1,786,798 Shares. Under that previous Bid, as of September 10, 2025, the Company repurchased a total of 548,293 Shares at a weighted average price of CAD $7.21 per Share. These purchases were executed through open market transactions both on the TSX and on Nasdaq in the United States, demonstrating Kolibri’s active engagement in enhancing shareholder value through disciplined repurchase programs.
It is important to note that the Company’s ability to repurchase Shares is subject to the terms of a credit facility between its operating subsidiary, Kolibri Energy US Inc. (formerly BNK Petroleum (US) Inc.) (“KEI US”), and its lender. Under the terms of this credit facility, KEI US may only distribute cash to Kolibri Global Energy under specific conditions. Consequently, any repurchases of Shares under the current Bid will only be made using cash that has been distributed to the Company by KEI US in compliance with the facility’s terms. This ensures that the Company’s share repurchase activities remain fully aligned with financial covenants and obligations while maintaining operational and financial prudence.
Management emphasizes that repurchasing Shares is not only a reflection of confidence in the Company’s financial health and growth prospects but also a commitment to returning value to shareholders. By reducing the number of outstanding Shares, the Company can potentially enhance earnings per share and improve overall shareholder returns. The strategic execution of the Bid will allow Kolibri to respond flexibly to market conditions, opportunistically acquiring Shares when market prices present favorable value.
The Board believes that, given current market conditions and the performance of Kolibri, the Bid is a responsible and strategic use of corporate funds. It underscores the Company’s commitment to shareholder value while maintaining the flexibility to pursue other corporate initiatives, including growth projects and operational investments. Share repurchase programs such as this are recognized tools in the energy sector to optimize capital structure and return excess cash to shareholders without compromising business growth or liquidity.
Kolibri remains committed to transparent communication with its shareholders regarding the progress and execution of the Bid. The Company will continue to monitor market conditions and may adjust its repurchase strategy as necessary to ensure compliance with regulatory requirements and alignment with corporate objectives. Investors are encouraged to review the terms of the Bid and consider the potential benefits of the program as part of their investment evaluation of Kolibri Global Energy Inc.
