Epsilon Energy Ltd.
For the period ended Mar 31, 2025. Filed May 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
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7. Shareholders’ Equity
(a)Authorized shares
The Company is authorized to issue an unlimited number of Common Shares withno par value and an unlimited number of Preferred Shares withno par value.
(b)Purchases of Equity Shares
Normal Course Issuer Bid
On February 12, 2025, Epsilon’s board of directors (the “Board”) authorized a new share repurchase program of up to 2,200,876 common shares, representing 10% of the current outstanding common shares of Epsilon, for an aggregate purchase price of not more than US $13.0 million. The program commenced on February 12, 2025 and ends on February 11, 2026, unless the maximum amount of common shares is purchased before then or the Board approves earlier termination.
The previous share repurchase program commenced on March 19, 2024. During the year ended December 31, 2024, we repurchased 125,000 common shares and spent $627,500 at an average price of $5.00 per share (excluding commissions) under the plan. On February 12, 2025, the Board terminated and revoked authority under the program.
During the three months ended March 31, 2025, no shares were repurchased under the new or previous program.
(c)Equity Incentive Plan
The Board adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on July 22, 2020 subject to approval by Epsilon’s shareholders at Epsilon’s 2020 Annual General and Special Meeting of shareholders, which occurred on September 1, 2020 (the “Meeting”). Shareholders approved the 2020 Plan at the Meeting.
The 2020 Plan provides for incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2020 Plan, Epsilon is authorized to issue up to 2,000,000 Common Shares.
Restricted Stock
For the three months ended March 31, 2025, no restricted common shares were awarded to the Company’s board of directors and employees. For the year ended December 31, 2024,300,052 restricted common shares with a weighted average grant date fair value of $5.97 were awarded to the Company’s management, employees, and board of directors. These shares vest over athree-year period, with an equal number of shares being issued per period on the anniversary of the award resolution. The vesting of the shares is contingent on the individuals’ continued employment or service. The Company determined the fair value of the granted Restricted Stock based on the market price of the common shares of the Company on the date of grant.
The following table summarizes restricted stock activity for the three months ended March 31, 2025, and the year ended December 31, 2024:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Year ended | ||||||||||||||
| · · March 31, 2025 · · December 31, 2024 | ||||||||||||||
| · · Number of · · Weighted · · Weighted · · Number of · · Weighted · · Weighted | ||||||||||||||
| · · Restricted · · Average · · Average · · Restricted · · Average · · Average | ||||||||||||||
| · · Shares · · Remaining Life · · Grant Date · · Shares · · Remaining Life · · Grant Date | ||||||||||||||
| · Outstanding · (years) · Fair Value · Outstanding · (years) · Fair Value | ||||||||||||||
| Balance non-vested Restricted Stock at beginning of period | | 560,970 | | 1.61 | | $5.77 | | 491,536 | | 1.74 | | $5.59 | ||
| Granted | | — | | — | | | - | | 300,052 | | 1.92 | | | 5.97 |
| Vested | | — | | — | | | - | | (230,618) | | — | | | 5.65 |
| Balance non-vested Restricted Stock at end of period | | 560,970 | | 1.35 | | $5.77 | | 560,970 | | 1.61 | | $5.77 | ||
Stock compensation expense for the granted Restricted Stock is recognized over the vesting period. Stock compensation expense recognized during the three months ended March 31, 2025 and 2024 was $385,838 and $321,569, respectively.
As of March 31, 2025, the Company had unrecognized stock-based compensation related these shares of $2,817,243 to be recognized over a weighted average period of 1.19 years (at December 31, 2024: $3,198,469 over 1.30 years).
(d)Dividends
On February 26, 2025, the Board declared quarterly a dividend of $0.0625 per common share (annualized $0.25 per common share) totaling in aggregate an amount of approximately $1.38 million that was paid on March 31, 2025.
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