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Kelt Exploration Ltd. Interim / Quarterly Report 2025

Aug 7, 2025

47121_rns_2025-08-07_0e3851ee-a896-49dd-9c52-9b3e95122e23.pdf

Interim / Quarterly Report

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kelt exploration

INTERIM FINANCIAL STATEMENTS

AS AT AND FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025


KELT EXPLORATION LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

[UNAUDITED]

(CA$ thousands) [Notes] June 30, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents 70 228
Accounts receivable and accrued sales [9] 49,252 60,236
Prepaid expenses and deposits 6,203 4,109
Derivative financial instruments [9] 22,382 6,709
Total current assets 77,907 71,282
Derivative financial instruments [9] 1,798 -
Exploration and evaluation assets [4] 32,075 18,092
Property, plant and equipment [5] 1,450,819 1,361,305
Total assets 1,562,599 1,450,679
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities [9] 82,263 80,463
Derivative financial instruments [9] 2,995 7,936
Decommissioning obligations [7] 4,582 3,552
Lease liability 1,056 1,655
Total current liabilities 90,896 93,606
Bank debt [6] 151,432 108,993
Derivative financial instruments [9] 1,855 -
Decommissioning obligations [7] 92,166 97,423
Lease liability 756 419
Deferred income tax liability 103,815 87,234
Total liabilities 440,920 387,675
SHAREHOLDERS' EQUITY
Shareholders' capital [8] 1,192,297 1,184,065
Contributed surplus and reserve (7,689) (6,692)
Deficit (62,929) (114,369)
Total shareholders' equity 1,121,679 1,063,004
Total liabilities and shareholders' equity 1,562,599 1,450,679

Commitments

[12]

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

On behalf of the Board of Directors:

[signed]
David J. Wilson, Director

[signed]
Ray Kwan, Director

KELT EXPLORATION LTD.
FINANCIAL STATEMENTS


KELT EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE NET INCOME
[UNAUDITED]

(CA$ thousands, except per share amounts) [Notes] Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Revenue
Petroleum and natural gas sales [10] 116,418 109,093 258,919 235,484
Royalties (9,472) (17,244) (24,711) (32,286)
106,946 91,849 234,208 203,198
Expenses
Production 30,319 30,367 64,671 61,587
Transportation 11,326 10,018 23,958 20,381
Cost of purchases 3,168 4,497 6,072 9,332
Financing [11] 3,492 1,486 6,309 2,595
General and administrative 3,782 3,067 7,384 6,541
Share based compensation [8] 1,596 2,219 3,744 4,176
Exploration and evaluation [4] 49 5 49 145
Depletion and depreciation [5] 43,428 31,901 87,197 65,768
97,160 83,560 199,384 170,525
Gain (loss) on derivative financial instruments [9] 33,483 6,675 33,529 (275)
Gain (loss) on foreign exchange (428) 17 (355) 52
Other income 8 34 22 109
Net income before taxes 42,849 15,015 68,020 32,559
Deferred income tax expense (10,388) (4,110) (16,580) (9,807)
Net income and comprehensive net income 32,461 10,905 51,440 22,752
Net income per common share
Basic 0.16 0.06 0.26 0.12
Diluted 0.16 0.05 0.26 0.11

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

KELT EXPLORATION LTD.
FINANCIAL STATEMENTS


KELT EXPLORATION LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

[UNAUDITED]

(CA$ thousands) [Notes] Shareholders' capital Contributed surplus and reserve Retained earnings (deficit) Total shareholders' equity
Number of Shares (000s) Amount ($ thousands)
Balance at December 31, 2024 196,756 1,184,065 (6,692) (114,369) 1,063,004
Net income and comprehensive income - - - 51,440 51,440
Exercise of stock options [8] 1,726 5,175 (1,684) - 3,491
Vesting of restricted share units [8] 654 3,057 (3,057) - -
Share based compensation [8] - - 3,744 - 3,744
Balance at June 30, 2025 199,136 1,192,297 (7,689) (62,929) 1,121,679
Balance at December 31, 2023 194,506 1,175,465 (12,010) (159,792) 1,003,663
Net income and comprehensive income - - - 22,752 22,752
Exercise of stock options [8] 848 3,706 (1,093) - 2,613
Vesting of restricted share units [8] 385 1,293 (1,293) - -
Share based compensation [8] - - 4,176 - 4,176
Balance at June 30, 2024 195,739 1,180,464 (10,220) (137,040) 1,033,204

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

KELT EXPLORATION LTD.

FINANCIAL STATEMENTS


KELT EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]

(CA$ thousands) [Notes] Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Operating activities
Net income and comprehensive income 32,461 10,905 51,440 22,752
Items not affecting cash:
Accretion of decommissioning obligations [11] 807 737 1,607 1,456
Share based compensation 1,596 2,219 3,744 4,176
Exploration and evaluation 49 5 49 145
Depletion and depreciation 43,428 31,901 87,197 65,768
Unrealized gain on derivative financial instruments [9] (26,883) (7,420) (20,557) (471)
Deferred income tax expense 10,388 4,110 16,580 9,807
Settlement of decommissioning obligations [7] (237) (1,039) (763) (1,988)
Change in non-cash operating working capital [13] (913) 5,001 8,328 7,267
Cash provided by operating activities 60,696 46,419 147,625 108,912
Financing activities
Increase in bank debt 48,666 12,611 42,439 12,611
Proceeds on exercise of stock options [8] 1,358 1,476 3,491 2,613
Repayment of lease liability principal (161) (207) (377) (354)
Cash provided by financing activities 49,863 13,880 45,553 14,870
Investing activities
Exploration and evaluation assets [4] (3,966) (2,307) (14,963) (2,644)
Property, plant and equipment [5] (86,986) (71,399) (180,735) (150,574)
Property acquisitions - (104) - (773)
Change in non-cash investing working capital [13] (19,626) 12,588 2,362 16,380
Cash used in investing activities (110,578) (61,222) (193,336) (137,611)
Net change in cash and cash equivalents (19) (923) (158) (13,829)
Cash and cash equivalents, beginning of period 89 1,434 228 14,340
Cash and cash equivalents, end of period 70 511 70 511

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

KELT EXPLORATION LTD.
FINANCIAL STATEMENTS


KELT EXPLORATION LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
[UNAUDITED]

(All tabular amounts in thousands of Canadian dollars, except as otherwise indicated)

  1. DESCRIPTION OF THE BUSINESS

Kelt Exploration Ltd. ("Kelt" or the "Company") is an oil and gas company based in Calgary, Alberta, focused on the exploration, development and production of crude oil and natural gas resources, primarily in northwestern Alberta and northeastern British Columbia. The Company's British Columbia assets are operated by Kelt Exploration (LNG) Ltd. ("Kelt LNG"), a wholly owned subsidiary of Kelt. The Company's common shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "KEL".

The head office of Kelt is located at Suite 300, 311 - 6th Avenue S.W., Calgary, Alberta T2P 3H2.

  1. BASIS OF PRESENTATION

The Company's Board of Directors approved and authorized these condensed consolidated interim financial statements on August 6, 2025.

a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Certain disclosures included in the notes to the financial statements have been condensed in the following note disclosures or have been disclosed on an annual basis only. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements as at and for the year ended December 31, 2024.

b) Basis of measurement

All references to dollar amounts in these financial statements and related notes are thousands of Canadian dollars, unless otherwise indicated.

The financial statements have been prepared on a historical cost basis, except for certain financial instruments which are recorded at fair value. The methods used to measure fair values are described in note 9 of these financial statements.

c) Significant Judgements and Estimates

The timely preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ materially from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are reviewed and for any future years affected. Significant judgments, estimates and assumptions made by management in these financial statements are outlined in note 2 of the December 31, 2024 audited annual consolidated financial statements.

These estimates require assumptions for future commodity prices, exchange rates, interest rates, future oil and natural gas production, and other economic issues that have a high degree of uncertainty.

In April 2025, the Company approved a new Performance Share Unit ("PSU") plan, as a component of its long-term incentive compensation strategy. The fair value method of accounting is used for its PSU Plan, with the fair value estimated on the date of grant using the Black-Scholes option pricing model based on the prevailing Kelt share price at the date granted.

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


PSU's are granted with a performance multiplier. This multiplier, ranging from zero to two, will be applied at vesting and is dependent on the performance of the Company relative to pre-defined corporate performance measures for a particular period and the Board of Directors' discretion. Judgment is required to estimate the multiplier, the rate of forfeiture, and the number of performance share units that will ultimately vest.

3. MATERIAL ACCOUNTING POLICIES

The material accounting policies applied by the Company are described in note 3 of the December 31, 2024 audited annual consolidated financial statements. These condensed consolidated interim financial statements as at June 30, 2025 have been prepared following the same accounting policies and methods of computation as the most recent audited annual consolidated financial statements as at and for the year ended December 31, 2024.

In April 2024, the IASB issued IFRS 18 'Presentation and Disclosure in Financial Statements' which will replace IAS 1 'Presentation of Financial Statements'. The standard introduces a new defined structure to the Consolidated Statements of Net Income and Comprehensive Net Income with new categories for income and expenses and new totals and subtotals. In addition, there are additional disclosures around management defined performance measures and additional requirements regarding the aggregation and disaggregation of certain information. IFRS 18 is effective January 1, 2027, and is required to be adopted retrospectively with early adoption permitted. The Company is assessing the impact of IFRS 18 on the Company's consolidated financial statements.

In May 2024, the IASB issued amendments to IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' to clarify the date of recognition and derecognition of financial assets and liabilities including the settling of financial liabilities using an electronic payment system and assessing contractual cash flow characteristics of financial assets. These amendments are effective January 1, 2026, and are required to be adopted retrospectively with early adoption permitted. The Company is assessing the impact of the amendments on the Company's consolidated financial statements.

4. EXPLORATION AND EVALUATION ASSETS

The following table reconciles movements of exploration and evaluation ("E&E") assets:

June 30, 2025 December 31, 2024
Balance, beginning of period 18,092 17,162
Additions 14,963 2,961
Transfers to property, plant and equipment (931) (1,817)
Exploration and evaluation expense (49) (214)
Balance, end of period 32,075 18,092

5. PROPERTY, PLANT AND EQUIPMENT

Net carrying value June 30, 2025 December 31, 2024
Development and production (“D&P”) assets 1,448,000 1,358,231
Right-of-use (“ROU”) assets 1,921 2,227
Corporate assets 898 847
Total net carrying value of property, plant and equipment 1,450,819 1,361,305

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


The following table reconciles movements of property, plant and equipment ("PP&E") during the period:

Property, plant and equipment, at cost D&P Assets Corporate Assets ROU Assets Total PP&E
Balance at December 31, 2023 2,057,993 7,908 4,617 2,070,518
Additions 324,190 1,140 1,967 327,297
Transfers from ROU assets 683 - (683) -
Property acquisitions 5,115 - - 5,115
Property dispositions (705) - - (705)
Change in decommissioning obligations 2,777 - - 2,777
Transfers from E&E 1,817 - - 1,817
Balance at December 31, 2024 2,391,870 9,048 5,901 2,406,819
Additions 178,757 690 1,210 180,657
Transfers from ROU assets 1,288 - (1,288) -
Property acquisitions 22 - - 22
Change in decommissioning obligations (5,093) - - (5,093)
Transfers from E&E 931 - - 931
Balance at June 30, 2025 2,567,775 9,738 5,823 2,583,336
Accumulated depletion and depreciation D&P Assets Corporate Assets ROU Assets Total PP&E
--- --- --- --- ---
Balance at December 31, 2023 893,745 7,333 3,028 904,106
Depletion and depreciation expense 139,894 868 732 141,494
Dispositions - - (86) (86)
Balance at December 31, 2024 1,033,639 8,201 3,674 1,045,514
Depletion and depreciation expense 86,136 639 422 87,197
Dispositions - - (194) (194)
Balance at June 30, 2025 1,119,775 8,840 3,902 1,132,517

Future capital costs required to develop proved reserves in the amount of $1,757.3 million (December 31, 2024 – $1,839.9 million) are included in the depletion calculation for development and production assets.

Based on its assessment as of June 30, 2025, the Company determined that there were no indicators of impairment.

6. BANK DEBT

At June 30, 2025, the Company has a $250.0 million credit facility available from a syndicate of financial institutions. As at June 30, 2025, $151.4 million was drawn under the Credit Facility, with outstanding letters of credit of $2.7 million.

Repayments of principal are not required provided that the borrowings under the Credit Facility do not exceed the authorized borrowing amount. The borrowing base is subject to semi-annual reviews with the next scheduled review to take place prior to November 30, 2025. There are no financial covenants under the Credit Facility and Kelt is in compliance with all other covenants. Covenants include industry standard positive and negative covenants including reporting requirements, permitted indebtedness, permitted risk management activities, permitted encumbrances and other standard business operating covenants. Security is provided for by a demand debenture with a floating charge over all assets in the amount of $800.0 million.

Interest is payable monthly for borrowings through direct advances. Interest rates fluctuate based on the prime rate plus the applicable margin. The applicable margin ranges from 175 basis points to 375 basis points depending upon the Net Debt to Cash Flow ratio of between less than 0.5 times and three times. Under the Credit Facility, borrowings through the use of benchmark loans are also available. Stamping fees fluctuate based on a pricing grid and range from $2.75\%$ to $4.75\%$, depending upon the Net Debt to Cash Flow ratio of between less than 0.5 times and three

KELT EXPLORATION LTD.

NOTES TO THE FINANCIAL STATEMENTS


times.

The Credit Facility may be extended annually at Kelt's option and subject to lender approval, with a 364 day term-out period if not renewed.

7. DECOMMISSIONING OBLIGATIONS

Decommissioning obligations arise as a result of the Company's net ownership interests in petroleum and natural gas assets including well sites, processing facilities and infrastructure. The following table provides a reconciliation of the carrying amount of the obligation associated with the retirement of oil and gas properties:

June 30, 2025 December 31, 2024
Balance, beginning of period 100,975 99,915
Obligations incurred 1,270 3,247
Obligations acquired 22 299
Obligations disposed - (62)
Obligations settled (763) (5,036)
Changes in discount rate (5,390) (6,954)
Revisions to estimates (973) 6,484
Accretion expense 1,607 3,082
Balance, end of period 96,748 100,975
Decommissioning obligations – current 4,582 3,552
Decommissioning obligations – non-current 92,166 97,423
Key assumptions
Risk free rate 3.56% 3.3%
Inflation rate 2.0% 2.0%

The underlying cost estimates are derived from a combination of published industry benchmarks as well as site specific information. As at June 30, 2025 the undiscounted amount of the estimated cash flows required to settle the obligation is $145.8 million (December 31, 2024 – $144.3 million) and is expected to be incurred over the next 50 years. The undiscounted amount of the estimated future cash flows required to settle the obligation is $276.5 million at June 30, 2025 (December 31, 2024 – $274.4 million). The inflated future cost estimates are discounted based on a risk-free rate to determine the carrying amounts presented in the table above.

Accretion of the decommissioning obligation due to the passage of time is presented within financing expenses in the Consolidated Statement of Net Income and Comprehensive Net Income (note 11).

8. SHARE CAPITAL

Authorized

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, each without par value.

Issued and outstanding

The following table summarizes the change in common shares issued and outstanding. There are no preferred shares issued or outstanding as of June 30, 2025 (December 31, 2024 – nil).

KELT EXPLORATION LTD.

NOTES TO THE FINANCIAL STATEMENTS


Number of Shares (000s) Amount ($ thousands)
Balance at December 31, 2023 194,506 1,175,465
Issued on exercise of stock options 1,836 5,072
Transfer from contributed surplus on exercise of stock options - 2,103
Released upon vesting of restricted share units 414 1,425
Balance at December 31, 2024 196,756 1,184,065
Issued on exercise of stock options 1,726 3,491
Transfer from contributed surplus on exercise of stock options - 1,684
Released upon vesting of restricted share units 654 3,057
Balance at June 30, 2025 199,136 1,192,297

Stock options

The Incentive Stock Option Plan (the "Option Plan") includes stock options which may be granted to directors, officers, employees and certain consultants. The stock options granted pursuant to the Option Plan are to be settled through the issuance of new common shares of the Company which vest in equal tranches over a three year period and have a maximum term of five years to expiry. In April 2025 the Company discontinued the Option Plan, after which no further stock options will be granted.

The following table summarizes the change in stock options outstanding:

Number of Options (000s) Average Exercise Price ($/share)
Balance at December 31, 2023 9,697 3.74
Granted 2,315 6.09
Exercised(1) (1,836) 2.76
Forfeited (205) 6.19
Balance at December 31, 2024 9,971 4.41
Granted 35 5.99
Exercised(1) (1,726) 2.02
Forfeited (91) 5.65
Balance at June 30, 2025 8,189 4.91

(1) The weighted average share price on the date stock options were exercised during the six months ended June 30, 2025 was $7.02 per common share ($6.19 per common share on average during the year ended December 31, 2024).

The following table summarizes information regarding stock options outstanding at June 30, 2025:

Range of exercise prices per common share Number of options outstanding (000s) Weighted average remaining term (years) Weighted average exercise price for options outstanding ($/share) Number of options exercisable (000s) Weighted average exercise price for options exercisable ($/share)
$0.00 to $2.00 15 0.4 1.59 15 1.59
$2.01 to $4.00 1,703 0.7 2.74 1,703 2.74
$4.01 to $6.00 4,091 2.1 5.08 3,499 5.14
$6.01 to $8.00 2,380 3.7 6.19 763 6.18
Total 8,189 2.3 4.91 5,980 4.58

Restricted share units

The restricted share unit plan includes restricted share units ("RSUs") that may be granted to officers and employees. The RSUs granted under the RSU Plan are to be settled through the issuance of new common shares upon vesting.

KELT EXPLORATION LTD.

NOTES TO THE FINANCIAL STATEMENTS


RSUs vest in two equal tranches with the first half vesting after two years and the second half after three years.

The following table summarizes the change in RSUs outstanding:

Number of RSUs (000s)
Balance at December 31, 2023 1,742
Granted 558
Released upon vesting (414)
Forfeited (58)
Balance at December 31, 2024 1,828
Granted 602
Released upon vesting (654)
Forfeited (39)
Balance at June 30, 2025 1,737

Performance share units

In April 2025, the Company's shareholders approved a PSU plan, as a component of its long-term incentive compensation strategy, designed to align the interests of executives and employees with those of shareholders. The approval of the PSU plan, was made in combination with discontinuing the Company's Stock Option Plan, after which no future stock options will be issued.

The PSU plan provides for the issuance of equity-settled awards that vest based on the achievement of defined performance criteria over a rolling three-year period. A total of 745,266 PSUs were granted on May 16th, 2025.

Each PSU entitles the holder to receive common shares upon vesting, with the number of shares issued ranging from 0% to 200% of the target award. The final number of shares delivered is determined by a Payout Multiplier, which is calculated based on the Company's performance against pre-established targets over the vesting period.

The following table summarizes the change in PSUs outstanding:

Number of PSUs (000s)
Balance at December 31, 2024 -
Granted 745
Released upon vesting -
Forfeited (2)
Balance at June 30, 2025 743

The total fair value associated with stock options, RSUs, and PSUs is recognized over the service period using graded vesting, resulting in share based compensation expense as follows:

Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Stock options 644 1,297 1,909 2,523
Restricted share units 721 922 1,604 1,653
Performance share units 231 - 231 -
Total share based compensation expense 1,596 2,219 3,744 4,176

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


Per share amounts

The table below summarizes the weighted average number of common shares outstanding used in the calculation of basic and diluted net income per common share:

(000s of common shares) Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Weighted average common shares outstanding, basic 199,005 195,566 198,272 195,110
Effect of stock options, RSUs, and PSUs 2,744 4,054 2,878 3,847
Weighted average common shares outstanding, diluted 201,749 199,620 201,150 198,957

The treasury stock method is used to determine the dilutive effect of stock options, RSUs, and PSUs. Under this method, only "in-the-money" dilutive instruments impact the calculation of diluted net income per common share.

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments of the Company include cash and cash equivalents, accounts receivable and accrued sales, deposits, accounts payable and accrued liabilities, derivative financial instruments, lease liabilities and bank debt. The Company is exposed to financial risks arising from its financial assets and liabilities that include credit and liquidity risk in addition to the market risks associated with commodity prices, and interest and foreign exchange rates. Net income, cash flows and the fair value of financial assets and liabilities may fluctuate due to movement in market prices or as a result of the Company's exposure to credit and liquidity risks.

The objective of the Company's risk management is to manage and control market risk exposures within acceptable limits, while maximizing long-term returns. All such transactions are conducted in accordance with the Company's risk management policy that permits management to enter into commodity price agreements, provided that:

i) the contracts are not entered into for speculative purposes;
ii) the total notional quantity hedged, at the time of entering into the contract, does not exceed 65% of average daily production; and
iii) the contracted term does not exceed 36 months.

Commodity price risk

Inherent to the business of producing oil and gas, cash provided by operating activities is subject to commodity price risk. Commodity price risk is the risk that future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices are impacted by economic events that dictate the levels of supply and demand as well as the currency exchange rate relationship between the Canadian and U.S. dollar.

As of June 30, 2025, the following commodity price derivative financial instrument contracts are outstanding:

Crude oil derivative financial instrument swap

Contract Type (1) Notional Volume Contract Price Remaining Term
WTI option (2) 500 bbl/d Settles monthly if WTI price > USD$70.50/bbl Jul 25 – Dec 25
WTI fixed price swap (3) 3,000 bbl/d CAD $91.63/bbl Jul 25 – Sept 25
WTI-MSW basis swap 2,000 bbl/d WTI minus $2.85/bbl Jul 25 – Sep 25
WTI fixed price swap 2,000 bbl/d USD$69.6575/bbl Jul 25 – Dec 25
WTI fixed price swap (4) 2,500 bbl/d CAD $89.68/bbl Oct 25 – Dec 25
WTI fixed price swap (5) 3,000 bbl/d CAD $90.23/bbl Jan 26 – Mar 26
WTI fixed price swap 2,500 bbl/d CAD $89.71/bbl Apr 26 – Jun 26

(1) West Texas Intermediate ("WTI")
(2) The WTI option is settled monthly at USD$70.50/bbl if the average WTI price is above USD$70.50/bbl.
(3) A fixed price WTI oil swap to sell 1,000 bbl/d for Oct-Dec 2025 (Q4-25) at CAD$97.85/bbl exercisable on September 30, 2025 (option enhanced the fixed price on a swap from Jul-Sep 2025).

KELT EXPLORATION LTD.

NOTES TO THE FINANCIAL STATEMENTS


(4) A fixed price WTI oil swap to sell 500 bbl/d for Jan-Mar 2026 (Q1-26) at CAD$94.30/bbl exercisable on December 31, 2025 (option enhanced the fixed price on a swap from Oct-Dec 2025).
(5) A fixed price WTI oil swap to sell 500 bbl/d for Apr-Jun 2026 (Q2-26) at CAD$92.85/bbl exercisable on March 31, 2026 (option enhanced the fixed price on a swap from Jan-Mar 2026).

NGL derivative financial instrument swap

Contract Type Notional Volume Contract Price Remaining Term
OPIS-Conway propane fixed price swap 250 bbl/d USD$33.60/bbl Jul 25 – Mar 26
OPIS-Conway propane basis swap 250 bbl/d Monthly OPIS-Conway basis calculated at 46% of the floating monthly WTI price Jul 25 – Mar 26

Natural gas derivative financial instrument

Contract Type (1) Notional Volume Contract Price $/MMBtu Remaining Term
NYMEX swap 20,000 MMBtu/d CAD$6.405/MMBtu Jul 25 – Dec 25
AECO 7A swap 10,000 GJ/d CAD$1.9275/GJ Jul 25
NYMEX costless collar 10,000 MMBtu/d Floor: CAD$5.00/MMBtu
Ceiling: CAD$10.00/MMBtu Jul 25 – Dec 25
NYMEX call 20,000 MMBtu/d USD$5.50/MMBtu Jan 26 – Dec 26
AECO 7A put 21,000 GJ/d CAD$2.80/GJ Jan 26 – Dec 26

(1) NYMEX Henry Hub ("NYMEX")

The Company has the following natural gas physical supply agreements for delivery to the Nova Inventory Transfer point, where the Company receives a price equal to the Floating AESO Power Pool Price divided by the fixed heat rate. These supply agreements contain an embedded derivative where the fair value of the embedded derivative is calculated as the difference between the forecasted Floating AESO Power Pool Price divided by the fixed heat rate, less the forecasted AECO 5A price.

Natural gas embedded derivative

Contract Type Notional Volume Contract Price (1) Remaining Term
Physical delivery 2,513 GJ/d Floating AESO power pool price (CAD/MWh) divided by the Fixed Heat Rate of 17.95 GJ/MWh Jul 25 – Dec 26
Physical delivery 7,349 GJ/d Floating AESO power pool price (CAD/MWh) divided by the Fixed Heat Rate of 16.75 GJ/MWh Jan 26 – Dec 26

(1) Alberta Electric System Operator ("AESO")

Interest rate risk

The Company is exposed to interest rate risk as changes in market interest rates will impact the Credit Facility which is subject to a floating interest rate. Based on bank debt balance as of June 30, 2025 of $151.4 million, an increase (decrease) in the market rate of interest by 25 basis points would have an increased (decreased) annualized interest expense of $0.4 million. As of June 30, 2025, there are no interest rate risk management contracts outstanding.

Foreign exchange risk

Kelt is exposed to fluctuations of the Canadian to U.S. dollar exchange rate given realized pricing is directly influenced by U.S. dollar denominated benchmark pricing and from exposure from certain U.S. dollar denominated marketing arrangements.

As at June 30, 2025, the following foreign exchange risk management contracts are outstanding:

KELT EXPLORATION LTD.

NOTES TO THE FINANCIAL STATEMENTS


Foreign exchange derivative financial instrument swap

Contract Type Notional Volume Contract/Exercise Price Remaining Term
CAD/USD swap USD$6.0 million/month $1.3795 CAD/USD Jul 25 – Dec 25

Foreign exchange derivative financial instrument option

Contract Type Notional Volume Contract/Exercise Price Exercise/ expiration date Term if exercised
Sold call option USD$2.0 million/month $1.3820 CAD/USD Dec 31, 2025 Jan 26 – Dec 26
Sold call option USD$2.0 million/month $1.3800 CAD/USD Dec 31, 2025 Jan 26 – Dec 26

Gains and losses on derivative financial instrument contracts

The table below summarizes realized and unrealized gains (losses) on derivative financial instrument contracts:

Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Realized gain (loss)
Derivative financial instrument contracts 6,451 (745) 12,785 (746)
Natural gas embedded derivative 149 - 187 -
Total realized gain (loss) 6,600 (745) 12,972 (746)
Unrealized gain
Derivative financial instrument contracts 24,055 7,420 20,087 471
Natural gas embedded derivative 2,828 - 470 -
Total unrealized gain 26,883 7,420 20,557 471
Gain (loss) on derivative financial instruments 33,483 6,675 33,529 (275)

Fair value measurements

The Company classifies fair value measurements using a hierarchy that reflects the significance of the inputs used in making the measurements. The Company maximizes the use of observable inputs when preparing calculations of fair value, where possible. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy. The fair value hierarchy has the following levels:

  • Level 1 - Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
  • Level 2 - Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.
  • Level 3 - Values are based on prices or valuation techniques that are not based on observable market data.

The fair value of cash and cash equivalents, accounts receivable and accrued sales, deposits, accounts payable and accrued liabilities approximate their carrying value due to the short term to maturity of these instruments. Bank debt bears interest at a floating market rate and accordingly the fair market value of bank debt approximates the carrying amount. Derivative financial instruments are classified as Level 2.

Credit Risk

As at June 30, 2025, the carrying amount of cash and cash equivalents, accounts receivable and accrued sales, deposits, and derivative financial instruments represent the Company's maximum credit exposure. Potential losses are mitigated from this credit exposure by holding cash and cash equivalents with a Canadian chartered bank, and restricting derivative financial instrument transactions to counterparties that are all investment grade. The remaining credit risk exposure arises primarily from receivables from oil and gas marketers and joint venture partners.

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


The composition of the Company's accounts receivable is set out in the following table:

Accounts receivable and accrued sales June 30, 2025 December 31, 2024
Joint venture partners 10,733 5,893
Oil and gas marketers 32,548 45,708
GST input tax credits 2,572 4,036
Derivative financial instrument contracts 2,103 1,314
Other 1,845 3,638
Expected credit loss provision (549) (353)
Accounts receivable and accrued sales 49,252 60,236

During the quarter ended June 30, 2025, sales to three oil and gas marketers accounted for approximately 27% and 19% and 12% of total sales. During the year ended December 31, 2024, sales to two oil and gas marketers accounted for approximately 29% and 31% of total sales. Credit risk from oil and gas marketers is mitigated through transacting with investment grade rating counterparties for the majority of its oil and gas sales.

The oil and gas industry has a pre-arranged monthly clearing day for payment of revenues from all buyers of oil and natural gas; this occurs on the 25th day following the month of sale. As a result, oil and gas marketers revenues are current. All other accounts receivable are generally contractually due within 30-90 days.

The balance of accounts receivable outstanding for more than 90 days relates primarily to receivables from joint venture partners. Credit risk related to joint venture receivables is mitigated by obtaining partner approval of significant capital expenditures prior to expenditure and in certain circumstances may require cash deposits in advance of incurring financial obligations on behalf of joint venture partners. The Company has the ability to withhold production from joint venture partners in the event of non-payment or may be able to register security on the assets of joint venture partners. As of June 30, 2025, the collection risk on outstanding accounts receivable balances is considered low as 1.0% of the accounts receivable balance are outstanding for more than 90 days (December 31, 2024 – 1.0%).

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. Financial obligations include accounts payable, derivative financial instruments, lease liabilities and bank debt. Liquidity risk is managed through the budgeting process, which sets out expected debt levels, capital expenditures and funds from operations. In addition, derivative financial instrument contracts may be used to protect future sales. The Board of Directors approves an annual capital expenditure budget, which is regularly monitored and updated as necessary in response to changing capital requirements and expected sales.

The capital intensive nature of Kelt's operations may create a working capital deficiency position during periods with high levels of capital investment. However, the Company targets to maintain sufficient unused bank credit lines or other liquidity to satisfy such working capital deficiencies.

The table below outlines a contractual maturity analysis for Kelt's financial liabilities as at June 30, 2025:

Within 1 Year 1 to 5 Years More than 5 Years Total
Accounts payable and accrued liabilities 82,263 - - 82,263
Derivative financial instruments 2,995 1,855 - 4,850
Lease liability 1,056 756 - 1,812
Bank debt and estimated interest (1) 9,237 151,432 - 160,669
Total 95,551 154,043 - 249,594

(1) Estimated interest for future years related to the Credit Facility was calculated using the weighted average interest rate of 6.1% for the six months ended June 30, 2025, applied to the principal balance outstanding as at that date.

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


Capital Management

The Company's capital structure is comprised of shareholders' capital, bank debt and working capital. The Company's objective when managing its capital structure is to maintain financial flexibility in order to meet financial obligations, as well as finance future capital expenditures relating to exploration, development and acquisition activities.

The Company may increase or decrease capital expenditures including acquisitions and dispositions, issue new shares, issue new debt or repay existing debt, if any, according to market conditions in order to maintain its financial flexibility.

Adjusted funds from operations, net debt and net debt to adjusted funds from operations ratio

Management considers adjusted funds from operations, net debt and net debt to adjusted funds from operations ratio as key capital management measures that demonstrate the Company's ability to meet its financial obligations and cash flow available to fund its capital program, and to assess the Company's liquidity at a point in time while monitoring its capital structure and short-term financing requirements. The Company targets a net debt to adjusted funds from operations ratio of less than 2.0 times.

Adjusted funds from operations, net debt and net debt to adjusted funds are not a standardized measure and therefore may not be comparable with the calculation of similar measures by other entities.

Adjusted funds from operations are calculated as follows:

Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Cash provided by operating activities 60,696 46,419 147,625 108,912
Change in non-cash working capital 913 (5,001) (8,328) (7,267)
Settlement of decommissioning obligations 237 1,039 763 1,988
Adjusted funds from operations 61,846 42,457 140,060 103,633

Net debt and net debt to adjusted funds from operations ratio is calculated as follows:

June 30, 2025 December 31, 2024
Bank debt 151,432 108,993
Accounts payable and accrued liabilities 82,263 80,463
Cash and cash equivalents (70) (228)
Accounts receivable and accrued sales (49,252) (60,236)
Prepaid expenses and deposits (6,203) (4,109)
Net debt 178,170 124,883
Adjusted funds from operations (1) 258,405 221,978
Net debt to adjusted funds from operations ratio 0.7 0.6

(1) 12-month trailing adjusted funds from operations.

As described in note 6, there are no financial covenants under the Credit Facility agreement and Kelt is in compliance with all other covenants.

10. PETROLEUM AND NATURAL GAS SALES

Kelt sells its oil, natural gas, and NGLs production under fixed or variable price contracts. The transaction price for fixed price contracts represents the stand-alone selling price per the contract terms. The transaction price for variable priced contracts is based on a benchmark commodity price, adjusted for quality, location or other factors, whereby each component of the pricing formula (apart from the benchmark commodity price) can be either fixed or variable, depending on the contract terms. Sales are typically collected on the 25th day of the month following the prior month's production, with sales being recorded once the product is delivered to a contractually agreed upon delivery

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


point.

Kelt generates oil treating, gas processing, and other services income from fees charged to third parties provided at facilities where Kelt has an ownership interest. Marketing revenue is generated from the sales of third-party volumes related to its oil blending and natural gas operations, with the production being sold under the same terms as the variable price contracts discussed above.

Kelt sells some of its natural gas outside of Alberta and British Columbia where title transfer occurs prior to the market location where the benchmark commodity price is determined. For the six months ended June 30, 2025, natural gas sales in relation to these contracts was $7.6 million (June 30, 2024 – $7.5 million).

The following table presents Kelt's sales disaggregated by source:

Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Oil production 63,599 70,578 142,644 142,140
Oil treating and other 237 273 422 476
NGLs production 17,921 15,597 38,734 32,200
Gas production 31,019 17,503 70,049 49,831
Gas processing and other 429 596 868 1,371
Marketing revenue 3,213 4,546 6,202 9,466
Total petroleum and natural gas sales 116,418 109,093 258,919 235,484

Included in accounts receivable at June 30, 2025 is $32.5 million (December 31, 2024 – $45.7 million) of accrued oil and gas sales related to June 2025 production.

11. FINANCING EXPENSES

The following table summarizes significant components of the Company's financing expenses:

Three months ended June 30 Six months ended June 30
2025 2024 2025 2024
Total interest expense 2,685 749 4,702 1,139
Accretion of decommissioning obligations 807 737 1,607 1,456
Total financing expense 3,492 1,486 6,309 2,595

12. COMMITMENTS

As of June 30, 2025, the Company is committed to future payments under the following agreements:

2025 2026 2027 2028 2029 Thereafter
Firm processing commitments 28,456 72,132 73,103 75,558 74,467 412,556
Firm transportation commitments 21,958 47,526 45,386 45,332 41,487 149,108
Total annual commitments 50,414 119,658 118,489 120,890 115,954 561,664

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS


13. SUPPLEMENTAL CASH FLOW INFORMATION

Three months ended June 30 Six months ended June 30
Changes in non-cash working capital 2025 2024 2025 2024
Accounts receivable and accrued sales 14,907 8,904 10,984 10,396
Prepaid expenses and deposits (2,991) (784) (2,094) (229)
Accounts payable and accrued liabilities (32,455) 9,469 1,800 13,480
Change in non-cash working capital (20,539) 17,589 10,690 23,647
Relating to:
Operating activities (913) 5,001 8,328 7,267
Investing activities (19,626) 12,588 2,362 16,380
Change in non-cash working capital (20,539) 17,589 10,690 23,647

During the reporting period, the Company made the following cash outlays in respect of interest and taxes:

Three months ended June 30 Six months ended June 30
Cash outlays in respect of interest and taxes 2025 2024 2025 2024
Interest and standby fees on bank debt 2,520 507 4,399 763
Taxes (1) - - - -

(1) Kelt was not required to pay cash income taxes as the Company had sufficient income tax deductions available to shelter taxable income.

KELT EXPLORATION LTD.
NOTES TO THE FINANCIAL STATEMENTS