6-K
Kolibri Global Energy Inc. (KGEI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13****a-16or 15d-16
UNDERthe Securities Exchange Act of 1934
For the month of March 2024
Commission File No.: 001-41824
KolibriGlobal Energy Inc**.**
(Translation of registrant’s name into English)
925Broadbeck Drive, Suite 220
ThousandOaks, CA 91320
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☐ Form 40-F ☒
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated March 19, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Kolibri Global Energy Inc. | ||
|---|---|---|
| Date:<br> March 19, 2024 | By: | /s/ Gary Johnson |
| Name: | Gary Johnson | |
| Title: | Chief Financial Officer |
Exhibit99.1
| 925<br>Broadbeck Drive, Suite 220<br><br> <br>Thousand Oaks, California 91320<br><br> <br>Phone:<br> (805) 484-3613<br><br> <br><br><br> <br>NASDAQ<br> ticker symbol: KGEI<br><br> <br>TSX<br> ticker symbol: KEI |
|---|
ForImmediate Release
KolibriGlobal Energy Inc. Announces Anticipated Late Filing of Financial Statements
ThousandOaks, CALIFORNIA, March 19, 2024 – Kolibri Global Energy Inc. (the “Company”) announced today that it will likely miss its filing deadline of April 2, 2024 to file audited annual financial statements and accompanying management’s discussion and analysis and related CEO and CFO certificates for the financial year ended December 31, 2023 (collectively, the “AnnualFilings”), as required under applicable Canadian securities laws.
In connection with the Company’s inability to file the Annual Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) and is waiting for the British Columbia Securities Commission approval.
The Company recently engaged Marcum LLP as the Company’s new auditor due to the Company’s listing on the NASDAQ stock exchange. The Company and Marcum LLP are performing their due diligence and procedures to meet regulatory requirements. The additional time will provide its auditors with the opportunity to thoroughly perform their audit procedures. This approach underscores the Company’s commitment to maintaining rigorous financial compliance and ensuring the highest levels of accuracy and transparency for its shareholders.
The Company expects to file the Annual Filings as soon as they are available and by no later than May 31, 2024. The Company will issue a news release once the Annual Filings have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.
During the MCTO, the general investing public will continue to be able to trade in the Company’s common shares listed on the Canadian Securities Exchange. However, the Company’s Chief Executive Officer, Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company’s common shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of April 2, 2023, being the date of the Company’s anticipated continuous disclosure default.
The Company is not subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Filings, the Company confirms that it will also file material change reports on SEDAR containing such information.
AboutKolibri 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, gas and clean and sustainable energy. 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.
FurtherInformation
Kolibri Global Energy Inc.
Wolf E. Regener +1 (805) 484-3613
Email: [email protected]
Website: www.kolibrienergy.com
Forward-LookingStatements
CautionaryNote Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-lookinginformation within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performanceand reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements andinformation can be identified by the use of forward-looking terminology such as “expects”, “intends” or “anticipates”,or variations of such words and phrases or statements that certain actions, events or results “may”, “could”,“should”, “would” or “occur”. This information and these statements, referred to herein as “forward-lookingstatements”, are not historical facts, are made as of the date of this news release and include without limitation, statementsregarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions withrespect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings and the abilityof the Company to file the Annual Filings within the time period described herein.
Theseforward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggestedin any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to hire a newaudit firm and file the Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets forthe Company’s securities.
Inmaking the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation,that: the Company will be able to hire a new audit firm and file the Annual Filings in the proposed time frame.
Althoughmanagement of the Company has attempted to identify important factors that could cause actual results to differ materially from thosecontained in forward-looking statements or forward-looking information, there may be other factors that cause 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 eventscould differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-lookingstatements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for otherpurposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look thatare incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.