Kolibri Global Energy Inc. Announces Update on Information Circular Disclosure

10/17/2025 – 08:42 PM

THOUSAND OAKS, Calif. – Kolibri Global Energy Inc. (TSX: KEI, NASDAQ: KGEI), a North American energy company focused on oil and gas exploration, today updated shareholders regarding a proposed resolution to cap the number of common shares the Company is authorized to issue. The update concerns information contained within the management information circular (the “Circular”) filed on October 15, 2025, concerning a special meeting of shareholders. This meeting was initiated in response to a shareholder requisition by TFG Asset Management UK LLP. The core issue is a vote on altering the Company’s Notice of Articles to limit the number of common shares to 37,367,894 (the “Proposed Resolution”).

The Circular initially indicated that all officers and directors opposed the Proposed Resolution and would vote against it, representing roughly 17.35% of outstanding shares. However, Director David Neuhauser has since informed the Company that he remains undecided on how he will vote the shares he controls. Consequently, the shares committed to being voted against the resolution by officers and directors currently represent approximately 1.32% of outstanding shares.

Kolibri has stated that should Mr. Neuhauser reach a decision about his voting intentions, the Company will provide further updates to shareholders. Mr. Neuhauser, however, maintains his opposition to the Proposed Resolution in his capacity as a director.

Board Recommends AGAINST

Kolibri’s board of directors (the “Board”) has unanimously recommended that shareholders reject this proposal, stating that adoption would be detrimental to shareholders and not in the best interests of the Company. The board emphasizes that this decision was made after careful deliberation and consideration of the potential ramifications for Kolibri’s future growth and strategic flexibility.

The Proposed Resolution Will Negatively Impact Kolibri’s Shareholder Value

The Board outlined several key factors driving their recommendation against the resolution:

• Impeded Fiduciary Duty: The Board believes the share limit would restrict its ability to fulfill its fiduciary responsibilities and act in the best interests of the Company. Capping the number of authorized shares can hinder the company’s ability to raise capital quickly for strategic acquisitions or to respond effectively to market opportunities.
• Existing Regulatory Safeguards: The Company argues that current regulations provide sufficient shareholder protection, rendering the proposed restrictions on share issuances unnecessary. This is a common debate in corporate governance – balancing shareholder protection with the operational freedom of the company’s management.
• Threat to Competitive Position: The Board fears that the resolution could negatively impact Kolibri’s competitive standing and be misinterpreted by the market, potentially reducing strategic growth opportunities. Investors might perceive the cap as a sign of limited ambition or financial constraint, impacting the company’s valuation.
• Limited Flexibility and Growth: The resolution would materially limit future share issuances without shareholder approval, impacting the flexibility and growth potential of the Company, particularly concerning access to quick capital raises.
• Increased Costs and Delays: Even minor increases in authorized share capital would necessitate shareholder meetings, leading to unnecessary expenses, potential delays, and missed opportunities for the Board to maximize shareholder value. This highlights the operational inefficiencies the Board anticipates should the resolution pass.

Your Vote is Important No Matter How Many Shares You Own.

Vote AGAINST the Proposed Resolution

Shareholders are urged to thoroughly review the Circular and cast their votes expeditiously, following the provided instructions on the proxy or voting instruction form.

The proxy voting deadline is 9:00 a.m. (Pacific time) on Friday, November 21, 2025.

Accessing Meeting Materials

Given the suspension of postal service by Canada Post on September 25, 2025, due to labor action, Kolibri encourages shareholders to access the Circular and related materials electronically via SEDAR+ and Kolibri’s website.

How to Vote

Shareholders are encouraged to vote online or by telephone.

• Registered Shareholders: You are a registered Shareholder if you are registered as the holder of Kolibri shares in the Company’s share register maintained by its transfer agent, Computershare Investor Services Inc. (Computershare):
  • Online: Go to www.investorvote.com, enter the 15-digit control number printed on your form of proxy and follow the instructions on the screen.
  • Telephone: Call 1-866-732-8683, (toll-free in North America) or 312-588-4290 (outside of North America), enter the 15-digit control number printed on your form of proxy and follow the voice recording instructions.
• Non-Registered Shareholders: You are a non-registered (beneficial) shareholder if your broker, investment dealer, bank, trust company, custodian, nominee or other intermediary holds your Kolibri shares for you:
  • Online: Go to www.proxyvote.com, enter the 16-digit control number printed on your voting instruction form and follow the instructions on the screen.
  • Telephone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French), enter the 16-digit control number printed on your voting instruction form and follow the recording instructions.

Registered shareholders who require their voting control numbers should contact Computershare by telephone at 1-800-564-6253 (toll-free in North America) or 1-514-982-7555 (outside of North America). Non-registered shareholders who require their voting control numbers should contact their broker or other intermediary.

Shareholder Questions and Voting Assistance

Shareholders who have questions about the information contained in the Circular or require assistance with the procedure for voting may contact Barbara Fox .

About Kolibri Global Energy Inc.

Kolibri Global Energy Inc. is a North American energy company focused on finding and exploiting energy projects in oil and gas. Through various subsidiaries, the Company owns and operates energy properties in the United States. The Company continues to utilize its technical and operational expertise to identify and acquire additional projects in oil and gas. The Company’s shares are traded on the Toronto Stock Exchange under the stock symbol KEI and on the NASDAQ under the stock symbol KGEI.