Epsilon Energy (EPSN) Proxy Filing summary

Executive summary

• The proxy filing seeks shareholder approval for the issuance of up to 8.5 million common shares to acquire Peak Exploration & Production, LLC and Peak BLM Lease LLC, making them indirect wholly owned subsidiaries.

• The transaction is structured to comply with NASDAQ Listing Rule 5635, requiring shareholder approval for issuances of 20% or more of outstanding shares.

• The acquisition will expand the asset base, reserves, and operational footprint, particularly in the Powder River Basin, Wyoming.

• The board unanimously recommends voting in favor of the share issuance and adjournment proposals.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of common shares for the acquisitions and to approve the adjournment of the meeting if more time is needed to solicit votes.

• Approval of the share issuance is required to close the transaction; failure to approve will result in termination and a $750,000 break-up fee.

• The board recommends voting “FOR” both proposals.

Board of directors and corporate governance

• Following the transaction, two designees of the sellers will join the board and its committees (except the audit committee).

• The board will expand to eight members, with six existing directors and two new appointees.