Epsilon Energy SEC Filings

Andrew Williamson, Chief Financial Officer and director of Epsilon Energy Ltd. (EPSN), filed a Form 4 disclosing transactions dated 09/30/2025. The filing reports an acquisition of 12,500 common shares at $4.94 per share, purchased on behalf of the Twin Alces Trust. After that purchase the filing states Mr. Williamson beneficially owns 72,500 shares indirectly through the trust. The Form 4 also lists a disposition of 96,775 common shares (shown as a separate line). The filing identifies the Twin Alces Trust as the holder and notes Mr. Williamsonmay be deemed a beneficial owner by virtue of his role as trustee and beneficiary. The form is signed and dated by J. Andrew Williamson on 10/02/2025.

Epsilon Energy Ltd. (EPSN) Form 4 shows sales of common shares by Solas Capital Management, LLC and by Frederick Tucker Golden, who are identified as a director and 10% owner. The filing reports three non-derivative sale transactions: 24,427 shares sold on 09/25/2025 at $5.22, 25,000 shares sold on 09/26/2025 at $5.17, and 25,000 shares sold on 09/29/2025 at $5.03. After each transaction the reported beneficial ownership amounts were 3,669,613; 3,644,613; and 3,619,613 shares respectively. The filing notes the shares are held in multiple accounts and that the reporting persons disclaim beneficial ownership except for any pecuniary interest.

Epsilon Energy Ltd. is soliciting shareholder approval for a transaction to acquire Peak Exploration & Production interests via Purchase Agreements that would issue up to 8,500,000 Common Shares as consideration. The proxy explains that, on a fully diluted basis, the Acquired Companies would own ~28% of post-closing shares (or ~21% if 2,500,000 Yorktown-linked shares are not issued), and current shareholders would own ~72% (or ~79%). The Acquired Companies bring approximately 39,600 net leasehold acres in the Powder River Basin and an inventory of horizontal drilling locations, which management expects will increase proved reserves and production and be accretive on a pro forma basis. The agreements include customary closing conditions, title and environmental thresholds, termination rights, contingent consideration tied to a Resolution Date schedule, a $6.5 million cash option or $10 transfer of undeveloped acreage if certain milestones lapse, NASDAQ listing approval requirements, and a $750,000 termination fee. The proxy emphasizes integration risks, potential dilution, regional concentration in the PRB, one-time transaction costs, and that the Board did not obtain a fairness opinion.

Andrew Williamson, Chief Financial Officer of Epsilon Energy Ltd. (EPSN), reported a purchase and a sale on Form 4. The filing shows a purchase on 08/18/2025 of 10,000 common shares at $5.64 per share and a sale (disposition) of 96,775 common shares. After these transactions, 60,000 shares are reported as beneficially owned indirectly through the Twin Alces Trust, of which Mr. Williamson is trustee and a beneficiary. The filing is signed and dated 08/20/2025.

Jason Stabell, Chief Executive Officer and director of Epsilon Energy Ltd. (EPSN), reported securities transactions on Form 4. The filing shows two open-market purchases of Common Shares: 9,000 shares on 08/18/2025 at $5.65 per share and 6,000 shares on 08/19/2025 at $5.71 per share. After these purchases, Mr. Stabell is reported as beneficially owning 479,339 shares following the first purchase and 485,339 shares following the second, held indirectly through Sisu Investments, LLC. The form also reports a disposal of 271,671 shares held directly. The filer states the shares held by Sisu Investments, LLC are attributable to Mr. Stabell because he participates in management of that entity. The form is signed by Mr. Stabell on 08/20/2025.

Epsilon Energy Ltd. received a Schedule 13G/A reporting that Jumana Capital Investments LLC and Christopher Martin beneficially own 717,392 common shares, representing approximately 3.3% of the outstanding shares based on 22,017,405 shares outstanding as of May 13, 2025. The filing states Mr. Martin is the Manager of Jumana Capital and may be deemed to beneficially own the shares held by the entity.

The statement clarifies the position is reported under passive-investor certifications and that the reporting persons disclaim beneficial ownership of securities they do not directly own. The filing lists the issuer address and confirms the ownership percentages and voting/dispositive powers as shared rather than sole.

Epsilon Energy Ltd. entered into two membership interest purchase agreements to acquire Peak Exploration & Production, LLC and Peak BLM Lease LLC. The Peak E&P purchase price is set at 5,800,000 Common Shares, with transfer of certain financial benefits and burdens effective as of January 1, 2025. The Peak BLM purchase price consists of 200,000 Common Shares plus up to 2,500,000 additional Common Shares or $6,500,000 in cash, adjusted based on timing of regulatory approvals and other specified items.

Closings are subject to customary conditions including accuracy of reps and covenants, title and environmental reviews with adjustment mechanics (aggregate adjustments capped at 20% of the Unadjusted Purchase Price), shareholder approval for issuing the shares, and Nasdaq listing approval. The agreements include indemnification provisions, representation and warranty insurance as the buyer's exclusive remedy for breaches, a 180‑day lock‑up for certain sellers, registration rights for resale of issued shares, and a side letter addressing unissued BLM leases and adjustments through December 31, 2027.

Epsilon Energy Ltd. reported stronger operating results for the quarter and first half of 2025 driven by higher commodity sales and gathering fees. Total revenue rose to $11.62 million for the three months ended June 30, 2025 from $7.31 million a year earlier and to $27.79 million for the six months versus $15.29 million in 2024. Net income was $1.55 million for the quarter and $5.57 million for the six months, up from $0.82 million and $2.32 million, respectively. Cash and cash equivalents increased to $9.91 million at June 30, 2025. Property, equipment, and gathering system net book value totaled $106.04 million and total assets were $123.61 million.

The period included a $2.67 million impairment for two Alberta wells and income tax expense of $3.51 million for the six months. The company paid approximately $2.8 million of dividends in the period, had no borrowings under its $45.0 million revolving credit facility at period end, and reported compliance with credit covenants.