Okay. Thank you everyone for joining. I'm Wolf Regener, President and CEO, and I thought I'd let everyone introduce themselves down the path. Leslie, you want to start?
Leslie O'Connor.
Evan Templeton.
David Neuhauser.
Douglas 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 Inc. I will act as chairman of the meeting, and I've asked Lauren DeGoey of DuMoulin Black to act as secretary. Computershare Investor Services Inc. has provided us with a scrutineer. Proof of mailing to shareholders of the 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 a quorum present and that the scrutineer's interim report has now been received.
It shows that there are present and personally at the meeting 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 this meeting. In accordance with the company's articles, and as customary for shareholder meetings, all votes 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 of business.
The first item of business is the presentation of financial statements of the company and the report of the auditors thereon for the financial year ending December 31st, 2024. Unless someone specifically requests, the reports will not be read.
Fantastic.
The next item of business is to fix the number of directors. I move that the number of directors of the company be fixed at five. 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. 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 the names 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 advance notice policy, I move that nominations be closed and that the persons nominated be elected as directors. 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 the right hand. Unanimous, carried. I now declare 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 the remuneration to be paid to the auditor. I move that BDO USA, P.C. 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 in the usual manner by raising the right hand. 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 and approve an aggregate of 8% of the common shares of the company outstanding for the issuance under the RSU Plan and all the company's other previously established or proposed share compensation arrangements, be and is hereby authorized, confirmed, ratified, and approved. Pursuant to the rules of the TSX, any unallocated entitlements under the RSU Plan must be approved by shareholders every three years, and therefore approval is required at this meeting. I now ask for a motion to pass a resolution of the following form.
The amended Restricted Share Unit Plan, the amended RSU Plan, of the company described in this Information Circular of the company dated March 14, 2025, which allows for an aggregate of 8% of the common shares of the company outstanding from time to time to be reserved for issuance under the RSU Plan and all the company's other previously established or proposed share compensation arrangements of the company, be and is hereby authorized, confirmed, ratified, and approved. All unallocated entitlements under the amended RSU Plan be and are hereby authorized and approved until April 22nd, 2028. The company has the ability to grant RSUs under the amended RSU Plan until April 22nd, 2028, which is the date that is three years from the date of the shareholder meeting at 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-assessable 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 the right hand. Unanimous. Thank you. Carried. I declare the resolution passed. The next item of business is to consider, and if thought fit, to pass an ordinary resolution as set out in the Information Circular to authorize and approve the increase of the maximum non-employee director participation across all equity compensation plans, each from CAD 100,000- CAD 150,000 Canadian for a non-employee director, of which no more than CAD 100,000 in comprised stock options, provided that such limit will not apply in respect of initial grants 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 the right hand. 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 to conduct before the meeting, I declare this meeting 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 say anything, we're happy to have you do so.
Hi, can you hear me?
Yes.
Hi. 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 we're always open to something at the right price that makes sense for the shareholders. We are looking around for other things that have to be accretive for the shareholders. We always have our eyes open in both fashions.
Okay, thanks.
You're welcome. Anybody else have anything? Okay. Well, with that, thanks everyone for joining and we appreciate your support.
Anybody else want to add anything?
No.
I just want to say thank you for your support and also just thanks to the entire Kolibri team, to Wolf, to Gary, to everyone else who's behind the scenes, and also to the Board of Directors just for the support. Thank you.
All right. Thank you, everybody.