Epsilon Energy (EPSN) Proxy Filing summary

Executive summary

• Entered into agreements to acquire Peak Exploration & Production LLC and Peak BLM Lease LLC, expanding operations into the Powder River Basin with 40,500 net acres and significant oil-weighted reserves.

• Consideration includes 6 million common shares and assumption of ~$49 million in debt, with up to 2.5 million additional shares contingent on regulatory approvals for drilling permits.

• The transaction is expected to close in Q4 2025, subject to shareholder approval, and is accretive to key financial and operational metrics.

• Pro forma, the company will see a 154% increase in proved reserves and a 167% increase in net acreage, with enhanced capital allocation flexibility and a more balanced commodity mix.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of new shares as consideration for the acquisitions.

• A proxy statement will be filed with the SEC, and shareholders will receive definitive materials to vote on the proposed transactions.

Board of directors and corporate governance

• At closing, two Peak shareholder designees will join the board of directors, enhancing governance with experienced industry representation.

• The board will oversee integration and future growth strategies post-acquisition.