Epsilon Energy Ltd.

Epsilon closed its acquisition of Peak Exploration & Production and Peak BLM Lease from Yorktown Energy Partners XI, paid entirely in stock (5,591,372 plus 90,117 common shares, with up to 2.5 million more shares or $6.5 million cash contingent on regulatory approvals). Peak's founder, Jack Vaughn, joined Epsilon's board as part of the deal - a significant expansion of the company's asset base.

asset acquisition disposition

Epsilon closed a new $47.5 million senior secured reserve-based credit facility with Frost Bank and Texas Capital Bank, replacing its prior facility - a 4-year term to October 2029 at SOFR plus 3-4%, with the borrowing base set to be redetermined upward once the pending Peak acquisition closes later in the quarter.

material agreement

Epsilon filed the final proxy for the Peak acquisition vote, setting the special shareholder meeting for 2025-11-12 at 9 a.m. Central Time in Houston, with a record date of 2025-10-07. The terms are unchanged from the preliminary proxy: up to 5,800,000 shares at closing, 200,000 under the Peak BLM agreement, and up to 2,500,000 more afterwards. Sellers would hold about 28% if the maximum is issued, or about 21% if none of the later shares are issued. The board unanimously recommends voting for the share issuance, which is required for the deal to close. The deal later closed on 2025-11-14.

business combination

Epsilon filed a preliminary proxy for a special shareholder meeting to approve issuing shares for the Peak acquisition agreed on 2025-08-11 with Yorktown Energy Partners XI, L.P. (Peak Exploration & Production and Peak BLM Lease). Up to 5,800,000 shares would be issued at closing, 200,000 under the Peak BLM agreement, and up to 2,500,000 more afterwards. If the maximum is issued, the sellers would hold about 28% of the company and current shareholders about 72%; if none of the 2,500,000 later shares are issued, about 21% and 79%. The meeting date is still blank, and the board unanimously recommends a vote in favour. The deal cannot close without this approval.

business combination

Epsilon moved into Canada for the first time: a Participation Agreement with operator HWN Energy to form a joint venture across roughly 160,000 gross acres in the Western Canadian Sedimentary Basin, Alberta. Epsilon earns a 25% working interest by funding a $7.3 million drilling carry (at least 4 wells in 2025), with an option for a further $1.4 million carry (2 more wells in 2026).

farm in farm out agreement

Epsilon entered the Permian Basin for the first time, buying a 25% working interest in three producing wells plus 3,246 gross undeveloped acres in Ector County, Texas from Pradera Fuego, LP for $15 million cash.

asset acquisition disposition

Epsilon announced plans for a substantial issuer bid, offering to buy back up to about $6.2 million of its own common shares at a premium to the market price, funded from cash on hand.

business combination

the exchange certified Epsilon Energy Ltd.'s securities for listing, clearing them to begin trading.

listing compliance notice

The amendment cancelled the vote: the 10 May 2018 special meeting and its 28 March record date were struck out and left blank. It also added a risk factor on what the move to Delaware costs shareholders -- the proposed Delaware charter makes the Court of Chancery the sole forum for derivative and fiduciary claims, where the current Alberta articles impose no forum restriction at all.

business combination

Epsilon Energy proposed "domesticating" from an Alberta corporation into a Delaware one (renaming to Epsilon Energy Inc.), a jurisdiction change requiring shareholder approval - not a merger with another company. (This effort was later withdrawn in October 2018, per a prior filing already summarized.)

business combination