Epsilon Energy Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Epsilon Energy Ltd.

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(Name of Registrant as Specified In Its Charter)

N/A

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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500 Dallas St., Suite 1250

Houston, Texas 77002

April 22, 2025

Dear Shareholder,

We cordially invite you to attend the 2025 Annual General Meeting of Shareholders (the “Meeting”) of Epsilon Energy Ltd. (referred to herein as “Epsilon” and the “Corporation”) to be held at One Allen Center, 500 Dallas Street, Emporium Conference Room, Houston, Texas 77002 on Wednesday, May 21, 2025, at 9:00 a.m., Central Daylight Time.

The attached Notice of 2025 Annual General Meeting and proxy statement describe the business we will conduct at the Meeting and provide information about us that you should consider when you vote your shares. As set forth in the attached proxy statement, the Meeting will be held to address the following:

To receive and consider the audited financial statements of the Corporation for the year ended December 31, 2024, and the report of the auditor thereon, copies of which are available at www.sec.gov (US) and www.sedarplus.ca (Canada).

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To fix the number of directors of the Corporation to be elected at the Meeting at six (6).

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To elect the directors of the Corporation, each of whom shall hold office to serve until the next annual meeting in 2026 or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

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To re-appoint BDO USA, P.C. as the Corporation’s independent auditors for the ensuing year.

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To approve, through a non-binding advisory vote, the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2024.

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To transact such other business as may properly come before the 2025 Annual General Meeting and any adjournments thereof.

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Please take the time to carefully read each of the proposals in the accompanying Proxy Statement before you vote.

Your vote is extremely important regardless of the number of shares you own.

In order to ensure that your shares are represented at the 2025 Annual General Meeting, whether you plan to attend or not, please vote in accordance with the enclosed instructions. You can vote your shares by telephone, electronically via the Internet or by completing and returning the enclosed proxy card or vote instruction form. If you vote using the enclosed proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form in the enclosed envelope. If you decide to attend the 2025 Annual General Meeting and wish to modify your vote, you may revoke your proxy and vote in person at the 2025 Annual General Meeting.

Thank you for your continued interest in Epsilon Energy Ltd.

Sincerely,

John Lovoi

Chairman of the Board of Directors

This proxy statement is dated April 22, 2025, and is first being made available to shareholders on or about April 22, 2025.

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NOTICE OF 2025 ANNUAL GENERAL MEETING

OF SHAREHOLDERS

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The 2025 Annual General Meeting of Shareholders of Epsilon Energy Ltd. (referred to herein as “Epsilon” and the “Corporation”), a corporation incorporated pursuant to the Business Corporations Act (Alberta) (the “ABCA”), will be held at One Allen Center, 500 Dallas Street, Emporium Conference Room, Houston, Texas 77002 on Wednesday, May 21, 2025, at 9:00 a.m., Central Daylight Time, for the following purposes:

To receive and consider the audited financial statements of the Corporation for the year ended December 31, 2024, and the report of the auditor thereon, copies of which are available at www.sec.gov (US) and www.sedarplus.ca (Canada).

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To fix the number of directors of the Corporation to be elected at the Meeting at six (6).

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To elect the directors of the Corporation, each of whom shall hold office to serve until the next annual meeting in 2026 or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

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To re-appoint BDO USA, P.C. as the Corporation’s independent auditors for the ensuing year.

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To approve, through a non-binding vote, the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2024.

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To transact such other business as may properly come before the 2025 Annual General Meeting and any adjournments thereof.

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The Proxy Statement accompanying this Notice describes each of these items in detail. The Proxy Statement contains other important information that you should read and consider before you vote.

The Board of Directors has fixed the close of business on April 7, 2025, as the record date for the 2025 Annual General Meeting. Only the holders of record of our common shares as of the close of business on the record date are entitled to notice of, and to vote at, the 2025 Annual General Meeting and any adjournment thereof. A list of the holders of record of our common shares will be available at the 2025 Annual General Meeting and, during the 10 days prior to the 2025 Annual General Meeting, at the offices of our corporate headquarters located at 500 Dallas St., Suite 1250, Houston, Texas 77002.

Epsilon is furnishing proxy materials to its shareholders through the full set delivery option as permitted under the rules of the Securities and Exchange Commission. We believe this process gives us the opportunity to serve you more effectively.

You can vote your common shares by telephone or by completing and returning the enclosed proxy card or vote instruction form. If you vote using the enclosed proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form in the enclosed envelope. If you decide to attend the 2025 Annual General Meeting and wish to modify your vote, you may revoke your proxy and vote in person at the 2025 Annual General Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

PROXY STATEMENT SUMMARY

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Voting Matters and Board Recommendation

This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you should consider before voting. Please review the complete Proxy Statement and Epsilon’s Annual Report on Form 10-K for additional information.

500 Dallas St., Suite 1250

Houston, Texas 77002

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PROXY STATEMENT FOR EPSILON ENERGY LTD.’S

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2025

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GENERAL INFORMATION

This Proxy Statement is being furnished to the holders of the common shares of Epsilon Energy Ltd., an Alberta, Canada, corporation (referred to herein as “Epsilon” and the “Corporation”), in connection with the solicitation by the board of directors of the Corporation (the “Board of Directors” or the “Board”) of proxies to be voted at the 2025 Annual General Meeting of Shareholders of Epsilon (the “Annual General Meeting” or the “Meeting”) to be held on Wednesday, May 21, 2025, at 9:00 a.m., Central Daylight Time, at One Allen Center, 500 Dallas Street, Emporium Conference Room, Houston, Texas 77002, or at any adjournment of the 2025 Annual General Meeting, for the purposes set forth in this proxy statement concerning the 2025 Annual General Meeting.

The principal executive offices of Epsilon are located at 500 Dallas St., Suite 1250, Houston, Texas 77002.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone or other proxy solicitation services. In accordance with Canadian National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

VOTING INFORMATION

Record Date

This Proxy Statement and the other proxy materials are first being mailed on or about April 22, 2025, to all shareholders entitled to notice of and to vote at the 2025 Annual General Meeting. Each shareholder as at April 7, 2025 (the “Record Date”) is entitled to one vote for each common share of Epsilon held. Shareholders of record will be entitled to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date.

Voting Shares and Principal Shareholders

At the close of business on the Record Date, there were 22,017,405 common shares issued and outstanding. The outstanding common shares are fully paid and non-assessable, with each share carrying the right to one vote. To carry on the business of the 2025 Annual General Meeting, holders of at least 331∕3 % of the outstanding common shares issued and outstanding as of the Record Date must be present in person or represented by proxy, which will constitute a quorum.

Solicitation of Proxies

The proxy solicitation is made on behalf of the management of the Corporation. Proxies must be received by Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the Meeting or any adjournment of the Meeting.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or the shareholder’s attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of such corporation duly authorized.

The persons named in the enclosed Proxy (the “Management Designees”) are directors and/or officers of Epsilon. Each shareholder has the right to appoint a proxy holder other than the persons designated in the proxy, who need not be a shareholder, to attend and to act for them and on their behalf at the Meeting. To exercise such right, the names of the nominees of management of the Corporation should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

Revocation of Proxies

A shareholder who has submitted a proxy may revoke it at any time up to and including the close of business on the last business day preceding the day of the Meeting, or any adjournment of the Meeting, by signing a statement in writing (or having their attorney, as authorized in writing, sign a statement) to this effect and delivering it to the registered office of the Corporation or to Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. If a person who has given a proxy personally attends the Meeting, such person may revoke the proxy at the Meeting and vote in person. In addition to revocation in any other manner permitted by law, a proxy may also be revoked by depositing such written statement with the Chairman of the Meeting on the day of the Meeting, or any adjournment of the Meeting.

Beneficial Holders of Common Shares

The information set out in this section is of significant importance to many shareholders who do not hold their common shares in their own name. Only proxies deposited by shareholders whose names appear on the register of the Corporation as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in your account statement provided by your broker, then in almost all cases those common shares will not be registered in your name on the register of the Corporation. Such common shares will likely be registered under the name of your broker or an agent of that broker.

Therefore, beneficial shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person or entity.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the Meeting. Often, the form of proxy supplied by your broker is identical to the Proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge mails a scannable voting instruction form in lieu of the Proxy provided by Epsilon. You are asked to complete and return the voting instruction form to them by mail. Alternately, you can call their toll-free telephone number,1-888-237-1900, or access Broadridge’s internet website at www.broadridge.com to vote your common shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of the common shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge it cannot be used as a proxy to vote shares directly at the Meeting as the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have your common shares voted or to appoint an alternative representative to attend the Meeting in person to vote such common shares.

If you are a beneficial shareholder and wish to vote in person at the Meeting, you should insert your own name in the space provided on the voting instruction form provided to you by your nominee and return the completed form to Broadridge.

Appointment of Proxy and Exercise of Discretion by Proxy

If you give directions on how to vote your common shares, your proxy holder must vote your shares according to your instructions. If your proxy holder does not attend the Meeting and vote in person, your shares will not be voted.

If you have appointed a person designated by Epsilon to act and vote on your behalf as provided in the enclosed Proxy and you do not provide any instructions concerning a matter identified in the Notice, the common shares represented by such proxy will be voted as follows:

PROPOSAL 1: FOR setting the number of directors to be elected at the Meeting at six (6).

PROPOSAL 2: FOR the election of John Lovoi, Jason Stabell, Jason Stankowski, Tracy Stephens, David Winn and Nicola Maddox, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2026, or until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

PROPOSAL 3: FOR the re-appointment of BDO USA, P.C. as Epsilon’s independent auditors for the ensuing year.

PROPOSAL 4: FOR the approval of the compensation paid to the Corporation’s named executive officers during 2024.

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” SETTING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT SIX UNDER PROPOSAL 1; “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 2, “FOR” THE RE-APPOINTMENT OF THE AUDITORS UNDER PROPOSAL 3, AND “FOR” THE APPROVAL OF THE COMPENSATION PAID TO THE CORPORATION’S NAMED EXECUTIVE OFFICERS DURING 2024 UNDER PROPOSAL 4. Your proxy holder also has discretionary authority for amendments that are made to matters identified in the Notice or other matters that properly come before the Meeting. At the time of printing this Proxy Statement, management does not know of any matter to come before the Meeting other than the matters referred to in the Notice.

Reporting Currency

All of the financial information in this Proxy Statement has been presented, unless otherwise noted, in United States Dollars. The presentation currency for the December 31, 2024, financial statements of the Corporation is the United States Dollars.