EPSILON ENERGY LTD.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

EPSILON ENERGY LTD.

(Name of Registrant as Specified in its Charter)

N/A

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

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

☒ No fee required

☐	Fee paid previously with preliminary materials

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

Table of Contents

Epsilon Energy Ltd.

500 Dallas Street, Ste. 1250

Houston, Texas 77002

(281) 670-0002

April 17, 2026

Dear Shareholder,

We cordially invite you to attend the 2026 Annual General and Special Meeting of Shareholders (the “Meeting”) of Epsilon Energy Ltd. (referred to herein as “Epsilon” and the “Corporation”) to be held at Two Allen Center, 1200 Smith St., 12^th Floor – The Forum Conference Room, Houston, Texas 77002 on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time.

The attached Notice of 2026 Annual General and Special 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, 2025, and the report of the independent registered public accounting firm thereon, copies of which are available at www.sec.gov (US) and www.sedarplus.ca (Canada).

To fix the number of directors of the Corporation to be elected at the Meeting at eight (8).

To elect the directors of the Corporation, each of whom shall hold office to serve until the next annual meeting in 2027 or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

To re-appoint BDO USA, P.C. as the Corporation’s independent registered public accounting firm for the ensuing year.

To approve, through a non-binding advisory vote, the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2025.

To approve the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.

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

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 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 Meeting and wish to modify your vote, you may revoke your proxy and vote in person at the Meeting.

Thank you for your continued interest in Epsilon Energy Ltd.

Table of Contents

Sincerely,

John Lovoi

Chairman of the Board of Directors

This proxy statement is dated April 17, 2026, and is first being made available to shareholders on or about April 17, 2026.

Table of Contents

NOTICE OF 2026 ANNUAL GENERAL

AND SPECIAL MEETING OF SHAREHOLDERS

The 2026 Annual General and Special Meeting of Shareholders (the “Meeting”) 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 Two Allen Center, 1200 Smith St., 12^th Floor – The Forum Conference Room, Houston, Texas 77002 on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time, for the following purposes:

To fix the number of directors of the Corporation to be elected at the Meeting at eight (8).

To re-appoint BDO USA, P.C. as the Corporation’s independent registered public accounting firm for the ensuing year.

To approve, through a non-binding vote, the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2025.

To approve the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.

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

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, 2026, as the record date for the 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 Meeting and any adjournment thereof. A list of the holders of record of our common shares will be available at the Meeting and, during the 10 days prior to the 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 Meeting and wish to modify your vote, you may revoke your proxy and vote in person at the 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 late proxy.

Table of Contents


		BY ORDER OF THE BOARD OF DIRECTORS:

	Houston, Texas April 17, 2026	J. Andrew Williamson Chief Financial Officer

Table of Contents

PROXY STATEMENT SUMMARY

2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS


Date and Time:		May 20, 2026
		9:00 a.m., Central Daylight Time

Place:		Two Allen Center, 1200 Smith St., 12th Floor - The Forum Conference Room, Houston, TX 77002

Record Date:		April 7, 2026

Voting Matters and Board Recommendation


			Page Number
		Board Vote	with More
	Proposal Description	Recommendation	Information
Proposal 1	Fix the number of Directors to be elected at the Meeting at eight (8)	“FOR”	4
Proposal 2	Election of those persons nominated as Directors	“FOR” all nominees	4
Proposal 3	Re-appoint BDO USA, P.C. as Epsilon’s independent registered public accounting firm for the ensuing year	“FOR”	25
Proposal 4	Non-binding advisory vote on the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2025	“FOR”	27
Proposal 5	Approve the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.	“FOR”	28

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 the year ended December 31, 2025 for additional information.

Table of Contents

500 Dallas St., Suite 1250

Houston, Texas 77002

PROXY STATEMENT FOR EPSILON ENERGY LTD.’S

2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 20, 2026

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 2026 Annual General and Special Meeting of Shareholders of Epsilon (the “Annual General Meeting” or the “Meeting”) to be held on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time, at Two Allen Center, 1200 Smith St., 12^th Floor – The Forum Conference Room, Houston, Texas 77002, or at any adjournment of the Meeting, for the purposes set forth in this proxy statement concerning the 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 17, 2026, to all shareholders entitled to notice of and to vote at the Meeting. Each shareholder as at April 7, 2026 (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, unless any such shareholders transfer their shares after the Record Date and the transferee of those shares establishes that they own the shares and demands, not later than the close of business on the date ten days before the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

Voting Shares and Principal Shareholders

At the close of business on the Record Date, there were 30,248,617 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 Meeting, holders of at least 33 1/3 % 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.

Table of Contents

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 or other entity, under its seal or by an officer or attorney of such corporation or other entity 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.

Table of Contents

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 eight (8).

PROPOSAL 2: FOR the election of John Lovoi, Jason Stabell, Jason Stankowski, Tracy Stephens, David Winn, Nicola Maddox, Jack Vaughn, and Bryan Lawrence, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2027, 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 registered public accounting firm for the ensuing year.

PROPOSAL 4: FOR the approval of the compensation paid to the Corporation’s named executive officers during 2025.

PROPOSAL 5: FOR the approval of the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.

OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” SETTING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT EIGHT UNDER PROPOSAL 1; “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 2, “FOR” THE RE-APPOINTMENT OF THE REGISTERED PUBLIC ACCOUNTING FIRM UNDER PROPOSAL 3, “FOR” THE APPROVAL OF THE COMPENSATION PAID TO THE CORPORATION’S NAMED EXECUTIVE OFFICERS DURING 2025 UNDER PROPOSAL 4, AND “FOR” THE APPROVAL OF THE 2020 EQUITY INCENTIVE PLAN, AS AMENDED UNDER PROPOSAL 5. 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, 2025, financial statements of the Corporation is the United States Dollar.

Table of Contents

TABLE OF CONTENTS


TABLE OF CONTENTS	i
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL GENERAL AND SPECIAL MEETING	1
FINANCIAL STATEMENTS	4
PROPOSAL 1: SETTING THE NUMBER OF DIRECTORS	4
PROPOSAL 2: ELECTION OF DIRECTORS	4
Recommendation of our Board of Directors	4
Nominees for Election to the Board of Directors	6
Corporate Governance Policies and Practices	9
Code of Ethics and Whistleblower Policy	11
Board Committees	12
Prohibitions on Hedging, Insider Trading and Pledging Corporation Securities	14
Security Ownership of Certain Beneficial Owners and Management	15
PERFORMANCE GRAPH	16
EXECUTIVE COMPENSATION	17
Summary Compensation Table	18
Pay Versus Performance	21
DIRECTOR COMPENSATION	22
REPORT OF THE AUDIT COMMITTEE	24
PROPOSAL 3: FOR RE-APPOINTMENT OF BDO USA, P.C. AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	25
Principal Accounting Fees and Services	25
Audit Committee Pre-approval of Service of Independent Registered Public Accounting Firm	26
PROPOSAL 4: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)	27
PROPOSAL 5: RATIFICATION OF THE 2020 EQUITY INCENTIVE PLAN, AS AMENDED	28
ANNUAL REPORT	37
COMMUNICATIONS WITH THE BOARD OF DIRECTORS	37
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING	37
HOUSEHOLDING OF PROXY MATERIALS	38
OTHER MATTERS	38
EPSILON ENERGY LTD. 2020 EQUITY INCENTIVE PLAN, AS AMENDED	A-1

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL GENERAL AND SPECIAL MEETING

Q:	Why did I receive these materials?

We are making this Proxy Statement available to you on or around April 17, 2026, because the Board of Directors is soliciting your proxy to vote at the Meeting to be held on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time, at Two Allen Center, 1200 Smith St., 12^th Floor – The Forum Conference Room, Houston, Texas 77002, or at any adjournment thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.

Q:	Who is entitled to attend and vote at the Meeting?

A:	You can attend and vote at the Meeting if, as of the close of business on April 7, 2026, the Record Date for the Meeting, you were a shareholder of record of Epsilon’s common shares. As of the Record Date, there were 30,248,617 common shares issued and outstanding.

Q:	What are the voting rights of shareholders?

A:	For each proposal, shareholders are entitled to cast one vote for each common share held as of the record date. There are no cumulative voting rights.

Q:	What is the difference between a registered shareholder and a shareholder who owns stock in street name?

A:	If you hold Epsilon common shares directly in your name, you are a registered shareholder. If you own Epsilon common shares indirectly through a bank, broker, or other nominee, those shares are held in street name.

Q:	Can I vote my shares before the Meeting?

A:	Yes. If you are a registered shareholder, you can vote your shares before the Meeting by telephone, internet or mail, as set out in the accompanying instrument of proxy.

If your shares are held in street name, your bank, broker or other nominee may provide you with a voting instruction form that provides instructions on how to access our proxy materials and vote online or to request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so you can instruct your bank, broker or other nominee how to vote your shares.

Please see the information your bank, broker or other nominee provided you for more information on these voting options.

Q:	Can I vote in person at the Meeting instead of by proxy?

A:	If you are a registered shareholder, you can vote at the Meeting any shares that were registered in your name as the shareholder of record as of the Record Date.

If your shares are held in street name, you cannot vote those shares at the Meeting unless you have a legal proxy from your bank, broker or other nominee. If you plan to attend and vote your street-name shares at the Meeting, you should request a legal proxy from your broker, bank or other nominee and bring it with you to the Meeting.

Q:	What will happen if I submit my proxy but do not vote on a proposal?

A:	If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:

Table of Contents

•

FOR setting the number of directors to be elected at the Meeting at eight.

•

FOR the election of John Lovoi, Jason Stabell, Jason Stankowski, Tracy Stephens, David Winn, Nicola Maddox, Jack Vaughn, and Bryan Lawrence, 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.

•

FOR the re-appointment of BDO USA, P.C. as Epsilon’s independent registered public accounting firm for the ensuing year.

•

FOR the approval of the compensation paid to the Corporation’s named executive officers during 2025.

•

FOR the approval of the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.

Q:	What will happen if I neither submit my proxy nor vote my shares in person at the Meeting?

A:	If you are a registered shareholder, your shares will not be voted.

If, however, you are a beneficial shareholder (i.e., your shares are held in street name), your bank, broker or other nominee may vote your shares on certain matters, depending on whether your bank, broker or other nominee is located in the United States of America or in Canada.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting common shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting common shares for the broker’s client with respect to “non-routine” matters, including the election of directors, but may vote such common shares with respect to “routine” matters, including the appointment of an auditor. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. If you are a beneficial owner, contact your broker or nominee for any voting questions.

The appointment of an independent registered public accounting firm is currently considered to be a routine matter. The other matters you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. Under the ABCA, a “broker non-vote” is not counted as a vote for or against a proposal, and therefore has no impact on the outcome of the proposal. (However, as further explained below, if you do submit a properly executed proxy card but do not provide instructions regarding a particular proposal, your shares will be voted according to the recommendation of our Board of Directors as to such proposal.)

Q:	What does it mean if I receive more than one set of materials?

You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a shareholder’s request. You should contact your bank, broker or other nominee for more information.

Q:	How many shares must be present to conduct business at the Meeting?

A:	To carry on the business of the Meeting, holders of at least 33 1/3 % 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.

Q:	What vote is required to approve each proposal?

A:	All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of common shares.

Table of Contents

Q:	How are votes counted?

A:	For Proposal 1, to set the number of directors at eight, you may vote “FOR” or “AGAINST.”

In the election of directors, Proposal 2, you may vote “FOR” all or some of the nominees or you may “WITHHOLD” your vote with respect to one or more of the nominees.

For Proposal 3, you may vote “FOR” the re-appointment of the independent registered public accounting firm or you may “WITHHOLD” your vote.

For Proposal 4, you may vote “FOR” or “AGAINST” the approval of the compensation paid to the Corporation’s named executive officers during 2025.

For Proposal 5, you may vote “FOR” or “AGAINST” the approval of the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. As noted in the proxy, if no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See “What will happen if I submit my proxy but do not vote on a proposal?” above for additional information.)

Q:	Will any other business be transacted at the Meeting? If so, how will my proxy be voted?

Management does not know of any business to be transacted at the Meeting other than those matters described in this Proxy Statement. However, if any additional matters are presented at the Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on those matters.

Q:	What will constitute a quorum?

A:	At least 33 1/3% of the outstanding common shares must be present in person or by proxy to constitute a quorum for the Meeting.

Q:	Who will pay the cost of soliciting votes for the Meeting?

Epsilon will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Epsilon by directors, officers or employees of Epsilon in person or by mail or telephone. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Computershare Trust Company of Canada (“Computershare”) to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common shares as of the Record Date. Under 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.

Table of Contents

FINANCIAL STATEMENTS

The audited consolidated financial statements of Epsilon for the year ended December 31, 2025, and the report of the independent registered public accounting firm thereon will be placed before the Meeting. No vote by the shareholders with respect to the financial statements is required. The audited consolidated financial statements were audited by BDO USA, P.C. of Houston, Texas and approved by the Audit Committee of the Board.

PROPOSAL 1: SETTING THE NUMBER OF DIRECTORS

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that eight (8) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favor of the ordinary resolution fixing the number of directors to be elected at the Meeting at eight (8).

Our Board of Directors recommends voting “FOR” the proposal to fix the number of directors to be elected at the meeting at eight (8).

PROPOSAL 2: ELECTION OF DIRECTORS

At the Meeting, our shareholders will be asked to elect eight (8) directors for a one-year term expiring at the next annual meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation, or removal.

Recommendation of our Board of Directors

Our Board of Directors recommends voting “FOR” the election of each of the Director nominees as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2027, or until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees as directors unless the proxy contains contrary instructions. Common shares represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve.

Majority Voting Policy

In March 2016, the Board adopted a policy to the effect that, in an uncontested election of directors, any nominee who receives a greater number of “withheld” votes than “for” votes will be considered to have not received the support of the shareholders of the Corporation and will be expected to immediately withdraw himself or herself from consideration and, if he or she is then currently a member of the Board, submit his or her resignation to the Board. Upon receipt of such resignation, the Chairman of the Board will meet with the Compensation, Nominating and Corporate Governance Committee, with a view to making a recommendation to the Board. The Board will make its decision within 90 days from the date of resignation. The Board shall accept the resignation unless it determines that exceptional circumstances would warrant the applicable director continuing to serve on the Board. The resignation will be effective when accepted by the Board. A director who submits his or her resignation pursuant to this policy will not participate in any deliberations of the Board or Compensation, Nominating and Corporate Governance Committee with respect to the resignation. Following the Board’s decision on the resignation, the Board will promptly disclose, by way of a news release, its decision whether or not to accept the director’s resignation and, if the Board does not accept the resignation, the full reasons for rejecting the tendered resignation.

Table of Contents

Executive Officers

The names of the executive officers and certain information about such executive officers, including their ages, are set forth below. For information concerning the number of common shares beneficially owned by each officer, see “Security Ownership of Certain Beneficial Owners and Management.”


Name	Age	Position
Jason Stabell	51	Chief Executive Officer, Director
Henry Clanton	63	Chief Operating Officer
J. Andrew Williamson	38	Chief Financial Officer


	Position	Principal Occupation	Number and
Name	and	During the Past	Percentage of
Municipality of Residence	Term	Five Years	Common Shares
Jason Stabell Houston, TX USA	Chief Executive Officer and Director since July 2022	Chief Executive Officer of Epsilon Energy Ltd. since July 2022 and for 24 years previously in various positions in the energy industry with a focus on upstream E&P. Previously served as President and CEO of a privately held E&P company with domestic and international assets.	841,906 (2.78%)
Henry Clanton Houston, TX USA	Chief Operating Officer since January 2017	Chief Operating Officer of Epsilon Energy Ltd. since January 2017 and for over 30 years previously in the upstream E&P sector. Previously served as Managing Partner for a private E&P start-up.	103,024 (<1%)
Andrew Williamson Houston, TX USA	Chief Financial Officer since July 2022	Chief Financial Officer of Epsilon Energy Ltd. since July 2022 and for 10 years previously in various positions in the energy industry. Previously served as CFO of a privately held E&P company with domestic and international assets.	166,579 (<1%)

Jason Stabell. Mr. Stabell has served as chief executive officer and a director for Epsilon Energy Ltd. since July 2022. He has worked in the energy industry since 1998 with a focus on upstream E&P. Previously he served as President and CEO of Merlon International, LLC, a privately held company with assets in the Western Desert of Egypt and US Gulf Coast which was sold in 2019 to a publicly listed UK company where he served as an advisor until 2021. Previous to that, he served as CFO and ultimately President of privately held Merlon Petroleum Company, which had assets in the US Gulf Coast and Egypt and was sold in 2006. He has a BA in Economics from Williams College. We believe that Mr. Stabell is qualified to serve as a member of our board of directors as a result of his experience in the natural gas and oil industry.

Henry N. Clanton. Mr. Clanton has served as our Chief Operating Officer since January 2017. He has over 30 years of experience in the upstream E&P sector. His experience includes financial and technical management over all phases of drilling, completions, production, and field operations. Before joining us, he spent 14 years with a private E&P start-up, ARES Energy, Ltd, which he co-founded and served as a Managing Partner. Previous to that time Mr. Clanton worked with Schlumberger, ARCO Permian, and Coastal Management Company. He holds an MBA and a BS in Petroleum Engineering from Texas A&M University.

J. Andrew Williamson. Mr. Williamson has served as our Chief Financial Officer since July 2022. He has spent his entire career in the energy business. From 2012 to early 2019, he served as Corporate Development Manager then Vice President Finance (CFO) of Merlon International, LLC. More recently, he served as the Corporate Strategy Manager for Petrosantander Inc. Mr. Williamson started his career in management consulting advising energy clients on transaction due diligence, growth strategy, and cost reduction. He has a BBA in Finance and a BA in Political Science from Southern Methodist University.

Table of Contents

Nominees for Election to the Board of Directors

The names of the nominees for election to the Board of Directors and certain information about such nominees, including their ages, are set forth below. For information concerning the number of common shares beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management.”


Name	Age	Position
John Lovoi	65	Director, Chairman of the Board
Jason Stabell	51	Director, Chief Executive Officer
Jason Stankowski	56	Director
Tracy Stephens	65	Director
David Winn	63	Director
Nicola Maddox	70	Director
Bryan Lawrence	83	Director
Jack Vaughn	80	Director


	Position	Principal Occupation	Number and
Name	and	During the Past	Percentage of
Municipality of Residence	Term	Five Years	Common Shares
John Lovoi⁽¹⁾⁽²⁾ Houston, TX USA	Chairman of the Board since July 2013	Managing partner of JVL Advisors, LLC, a private oil and gas investment advisor, Director of Helix Energy Solutions Group, an operator of offshore oil and gas properties and production facilities and Chairman of Innovex International, a provider of products and services to the global oil and gas industry.	305,853 (1.01%)
Jason Stabell Houston, TX USA	Chief Executive Officer and Director since July 2022	Chief Executive Officer of Epsilon since July 2022 and for 24 years previously in various positions in the energy industry with a focus on upstream E&P. Previously served as President and CEO of a privately held E&P company with domestic and international assets.	841,906 (2.78%)
Tracy Stephens⁽²⁾⁽³⁾ Houston, TX USA	Director since May 2017	Founder and Chief Executive Officer of Westminster Advisors, a CEO advisory services company, since January 2017. Previously Chief Operating Officer of Resources Global Professionals, a large business consulting company.	74,493 (<1%)
David Winn⁽¹⁾ Houston, TX USA	Director since Jan 2021	Retired from a 36-year career in public accounting, most recently was an Audit Partner for Grant Thornton LLP, an independent audit, tax, and advisory firm. Previously a Director for PricewaterhouseCoopers LLP.	45,593 (<1%)
Jason Stankowski⁽¹⁾⁽³⁾ Berkeley, CA USA	Director since Jan 2021	Founder, partner and portfolio manager for Clayton Partners, LLC. Previously, in structured finance, in various roles with CMA Capital Management. He became designated as a Chartered Financial Analyst in 2003.	393,354 (1.3%)
Nicola Maddox⁽²⁾⁽³⁾ Houston, TX USA	Director since May 2023	Self-employed energy advisor specializing in contract analysis, strategic planning, and negotiation. Previously she was a President at Merlon International, LLC.	17,371 (<1%)
Bryan Lawrence⁽²⁾⁽³⁾ New York, NY USA	Director since Nov 2025	Founder and managing member Yorktown Energy Partners, which for over 25 years has managed private equity partnerships that have made investments in companies engaged in the energy industry.	6,617,272 (21.88%)
Jack Vaughn⁽³⁾ Durango, CO USA	Director since Nov 2025	Founder, Chairman of the board of directors, and the CEO of Peak E&P since its formation in March 2011 until acquired by Epsilon in Nov 2025. Mr. Vaughn has almost 50 years of experience in the exploration and production industry.	29,886 (<1%)

Notes: (1)Current and proposed member of the Audit Committee.

(2)

Current and proposed member of the Compensation, Nominating and Corporate Governance Committee.

(3)

Current and proposed member of the Conflicts Committee.

Table of Contents

As of April 17, 2026, the directors and officers of the Corporation owned, directly or indirectly, or exercised control or direction over 8,595,331 common shares, or 28.42% of the outstanding common shares.

John Lovoi. Mr. Lovoi has been Chairman of our Board of Directors since July 2013. Mr. Lovoi has been the managing partner of JVL Advisors, LLC, a private natural gas and oil investment advisor, since November 2002. He is a Director of Helix Energy Solutions Group, an operator of offshore natural gas and oil properties and production facilities, the Chairman of Innovex International, a leading provider of a broad range of products and services to the global oil and gas industry. We believe that Mr. Lovoi is qualified to serve as a member of our Board of Directors as a result of his background in investment banking, equity research, and asset management, with an emphasis on the global natural gas and oil practice.

Tracy Stephens. Mr. Stephens has been a director since May 2017. He has also been a member of our Compensation, Nominating and Corporate Governance Committee, and Conflicts Committee since February 2019. He is the founder of Westminster Advisors, a CEO advisory services company, and served as its Chief Executive Officer from January 2018. He was previously employed by Resources Global Professionals, a large business consulting company, from July 2001 to December 2016, and was the Chief Operating Officer the last three years. We believe that Mr. Stephens is qualified to serve as a member of our Board of Directors as a result of his extensive experience with public companies.

David Winn. Mr. Winn has been a director and member of the Audit Committee since January 2021. Mr. Winn recently retired from a 36-year career in public accounting that involved extensive board interaction. From 2003 until July 2020, Mr. Winn was an Audit Partner for Grant Thornton LLP, which is an independent audit, tax, and advisory firm and the U.S. member firm of Grant Thornton International Ltd. During his tenure, Mr. Winn served as audit department head, industry program leader, an engagement partner, quality control reviewer, and was a relationship partner to large clients. Mr. Winn has extensive Securities and Exchange Commission reporting experience with registration statements and annual and quarterly filings. Previously Mr. Winn served as a Director for PricewaterhouseCoopers LLP and previously as a Partner with Arthur Andersen LLP. We believe that Mr. Winn is qualified to serve as a member of our Board of Directors because of his experience in public accounting and public company reporting.

Jason Stankowski. Mr. Stankowski has been a director and member of the Audit Committee since January 2021. Mr. Stankowski is the founder and a partner and portfolio manager for Clayton Partners, LLC. He began his career at Prudential Securities in San Francisco and spent eight years in structured finance at CMA Capital Management, where he acted in a number of roles, including specializing in corporate retirement planning, structuring complex investment and financing structures for Fortune 1000 companies. He became designated as a Chartered Financial Analyst in 2003. We believe that Mr. Stankowski is qualified to serve as a member of our Board of Directors based on his corporate finance and experience in public equity markets.

Nicola Maddox. Ms. Maddox has been a director and member of the Compensation, Nominating and Corporate Governance Committee, and Conflicts Committee since May 2023. Ms. Maddox has over forty years’ experience in the oil and gas industry. After receiving her BA in Communications, she was employed by Exxon Minerals starting as an Associate Landman, eventually ending in Executive Management positions starting in 1993. She was a co-founder of Centurion Exploration Company in 2004, initially serving as an EVP and then becoming its President, CEO and Chairman of the Board from 2007 to 2009. At Merlon International, LLC, Ms. Maddox was SVP in charge of its Texas subsidiary. She advanced to EVP and ultimately President after Merlon sold its Egyptian subsidiary in 2019. Since 2022, she has been a self-employed energy advisor specializing in contract analysis, strategic planning, and negotiation strategies. We believe that Ms. Maddox is qualified to serve as a member of our Board of Directors because of her significant industry experience in upstream oil and gas.

Table of Contents

Bryan H. Lawrence. Mr. Lawrence is the founder and managing member Yorktown Energy Partners, which for over 25 years has managed private equity partnerships that have made investments in companies engaged in the energy industry. Mr. Lawrence was employed with the investment firm of Dillon, Read & Co. Inc. (“Dillon Read”) from 1966 to 1997, serving most recently as a Managing Director until Dillon Read merged with SCB Warburg in September 1997. Mr. Lawrence also serves as a director of the following publicly traded companies: Ramaco Resources, Inc., Riley Exploration Permian, Inc., Hallador Energy Company and Kestrel Heat LLC, the general partner of Star Group, L.P., as well as other non-public companies in the energy industry in which Yorktown holds equity interests. Mr. Lawrence is a graduate of Hamilton College and holds an M.B.A. from Columbia University. We believe that Mr. Lawrence is qualified to serve as a member of our Board of Directors because of his significant industry experience in upstream oil and gas.

Jack E. Vaughn. Mr. Vaughn is the founder of Peak E&P and has served as the Chairman of the board of directors and the Chief Executive Officer of Peak E&P since its formation in March 2011. Mr. Vaughn has almost 50 years of experience in the exploration and production industry. From 2002 to 2011, Mr. Vaughn was the Chairman of the board of directors and Chief Executive Officer for three prior iterations of Peak E&P with projects in the Granite Wash in the Texas Panhandle, the Barnett Shale in the Ft. Worth Basin, and in the Bakken Formation in the Williston Basin of North Dakota. Prior to forming Peak E&P, Mr. Vaughn served as the Vice President–Rocky Mountain Division for EnerVest Management Partners Ltd. from 1996 to 2002. Mr. Vaughn also managed a successful San Juan Basin coal bed methane project owned by an EnerVest Management Partners Ltd. and GE Capital Oil & Gas partnership and later sold to Texaco Inc. in November 2001. Before that, Mr. Vaughn was an Executive Project Manager for the Hillman Company Energy Group, where he managed the development of a successful CBM project in the San Juan Basin from 1989 to 2002. Prior to that time, Mr. Vaughn worked as a consultant in drilling and completion operations and project management throughout the Rockies, East Texas, and the Mid-Continent for a number of independents. Mr. Vaughn started his career in 1968 with Amoco Oil Company. Mr. Vaughn also served as member of the board of directors for Bonanza Creek Energy, Inc., the predecessor of Civitas Resources, Inc., from April 2017 until its acquisition by Civitas in April 2021. Mr. Vaughn holds a B.S. in Petroleum Engineering from the University of Texas at Austin. We believe that Mr. Vaughn is qualified to serve as a member of our Board of Directors because of his significant industry experience in upstream oil and gas.

There is no family relationship, as defined by Item 401 of Regulation S-K (§ 229.401), between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

Criminal Proceedings

During the past ten years, none of Epsilon’s executive officers, current directors, or nominees have (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Bankruptcy

During the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our current directors or executive officers, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our current directors or executive officers and (iii) none of our current directors or executive officers were an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.

Cease Trade Orders

Other than as set forth herein, no proposed director, within 10 years before the date of this Proxy Statement, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period

Table of Contents

of more than 30 consecutive days (collectively, an “Order”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to materially affect control of the Corporation (or any personal holding corporation of such persons), has been subject to:

(i)

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(ii)

any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Corporate Governance Policies and Practices

Our corporate governance practices and policies are administered by the Board of Directors and by committees of the Board appointed to oversee specific aspects of our management and operations, pursuant to written charters and policies adopted by the Board and such committees.

The Board of Directors

The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interests of the shareholders but that it also promotes effective decision-making at the Board level. The Board is of the view that its approach to corporate governance is appropriate and complies with the objectives and guidelines relating to corporate governance set out in National Instrument 58-201 adopted by the Canadian securities administrators, or NI 58-201, as well as the governance requirements of the Nasdaq Global Market. In addition, the Board monitors and considers for implementation the corporate governance standards that are proposed by various Canadian regulatory authorities or that are published by various non-regulatory organizations in Canada. The Board has also established a Compensation, Nominating and Corporate Governance Committee and has adopted a Compensation, Nominating and Corporate Governance Charter to ensure the objectives of NI 58-201 and the requirements of the Nasdaq Global Market are met.

The Board is currently composed of eight directors who provide us with a wide diversity of business experience. Our Board has determined that John Lovoi, Tracy Stephens, Jason Stankowski, David Winn, Bryan Lawrence, and Nicola Maddox are independent in accordance with the listing requirements of the Nasdaq Global Market, representing over 50% of the Board. Each of the independent directors has no direct or indirect material relationship with us, including any business or other relationship, that could reasonably be expected to interfere with the director’s ability to act with a view to our best interests or that could reasonably be expected to interfere with the exercise of the director’s independent judgment.

Mr. Jason Stabell is our Chief Executive Officer and therefore is not an independent director.

Mr. Jack Vaughn is currently employed by the Corporation under a transition services agreement following the acquisition of Peak Exploration & Production, LLC, and therefore is not an independent director.

The Board held 13 meetings during 2025, including 7 meetings of the full Board, 4 meetings of the Audit Committee and 2 meetings of the Compensation, Nominating and Corporate Governance Committee. Our non-management directors routinely meet in executive session immediately after regularly scheduled Board meetings, or as otherwise deemed necessary. All Board meetings were conducted with open and candid discussions. As such, directors

Table of Contents

did not hold any separate meetings, other than Audit and Compensation, Nominating and Corporate Governance Committee meetings. The members of the Board have the ability to meet on their own and are authorized to retain independent financial, legal and other experts as required whenever, in their opinion, matters come before the Board that require an independent analysis by the members of the Board. The Board intends to hold at least four regular meetings each year, as well as additional meetings as required. The Board has not established any required attendance levels for the Board and committee meetings. In setting the regular meeting schedule, care is taken to ensure that meeting dates are set to accommodate directors’ schedules so as to encourage full attendance.

The table below provides details regarding the attendance of our current directors during 2025, with respect to meetings while such person was serving as a director:


		Number of Total Board
		and Committee
Director		Meetings Attended
John Lovoi		13/13
Jason Stabell		13/13
Tracy Stephens		8/9
David Winn		11/11
Jason Stankowski		11/11
Nicola Maddox		9/9
Bryan Lawrence		2/2
Jack Vaughn		2/2

Mandate of the Board

The Board does not have a written mandate. The Board has stewardship responsibilities, including responsibilities with respect to oversight of the Corporation’s investments, management of the Board, monitoring of the Corporation’s financial performance, financial reporting, financial risk management and oversight of policies and procedures, communications and reporting and compliance. In carrying out its mandate, the Board meets regularly and a broad range of matters are discussed and reviewed for approval. These matters include overall plans and strategies, budgets, internal controls and management information systems, risk management as well as interim and annual financial and operating results. The Board is also responsible for the approval of all major transactions, including property acquisitions, property divestitures, equity issuances and debt transactions, if any. The Board strives to ensure that actions taken by the Corporation correspond closely with the objectives of its shareholders. The Board will meet at least once annually to review in depth the Corporation’s strategic plan and review the Corporation’s available resources required to carry out the Corporation’s growth strategy and to achieve our objectives.

Position Descriptions

The Board has outlined the responsibilities in respect to our Chief Executive Officer, or CEO. The Board and CEO do not have a written position description for the CEO; however, the CEO’s principal duties and responsibilities are planning our strategic direction, providing leadership, acting as our spokesperson, reporting to shareholders, and overseeing our executive management with respect to operations and finance.

The charter for each of the Board committees outlines the duties and responsibilities of the members of each of the committees, including the chair of such committees. See “Board Committees” below.

Orientation and Continuing Education

We have not adopted a formalized process of orientation for new Board members. However, all directors have been provided with a base line of knowledge about us that serves as a basis for informed decision making. This includes a combination of written material, in person meetings with our senior management, site visits and other briefings and training, as appropriate.

Table of Contents

Directors are kept informed as to matters affecting, or that may affect, our operations through reports and presentations at the quarterly Board meetings. Special presentations on specific business operations are also provided to the Board.

Code of Ethics and Whistleblower Policy

Our Code of Ethics and Whistleblower Policy are available on our website at http://www.epsilonenergyltd.com. Each director is expected to disclose all actual or potential conflicts of interest and refrain from voting on matters in which such director has a conflict of interest. In addition, a director must recuse himself from any discussion or decision on any matter of which the director is precluded from voting as a result of a conflict of interest. The Board has reviewed and approved a disclosure and insider trading policy for us, in order to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the market in accordance with applicable securities legislation. The disclosure policy promotes, among other things, the disclosure and reporting of any serious weaknesses which may affect the financial stability and assets of us and our operating entities.

The listing standards of the Nasdaq Global Market require the Audit Committee to establish formal procedures for (a) the receipt, retention, and treatment of complaints received by us and our subsidiaries regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by our consultants or employees of concerns regarding questionable accounting or auditing matters. We are committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. In addition, we post on our website all disclosures that are required by law or the listing standards of the Nasdaq Global Market concerning any amendments to, or waivers from, any provision of the code of ethics, and is updated as necessary.

Assessments

The Board does not conduct regular assessments of the Board, its committees or individual directors, however, the Board does periodically review and satisfy itself at meetings that the Board, its committees and its individual directors are performing effectively.

Nomination of Directors

The mandate of the Compensation, Nominating and Corporate Governance Committee includes consideration of issues related to the selection, nomination, and education of the directors. The Compensation, Nominating and Corporate Governance Committee is currently comprised of Tracy Stephens (chairman), John Lovoi, Nicola Maddox, and Bryan Lawrence. All members of this committee are independent directors as defined in the listing standards of NASDAQ.

Director Term Limits

The Board has not adopted term limits for directors because of the relatively small size of the Board. The Board is mindful of the ratio of the independent and management Board members and this will be a factor in future Board appointments. The Board has been focused on working closely as a team to develop the skills necessary for the business of the Corporation. The need for a retirement policy is not an immediate concern for the Board. The full Board reviews the need for director term limits intermittently and will institute one should the need arise.

The Board is open to possible new Board members who can add value to the Board, bring new or a greater depth of skill sets necessary to successfully oversee the business of the Corporation and who can successfully operate within a team environment.

Women on the Board and in Executive Officer Positions

The Corporation does not have a formal policy regarding identification and nomination of women to the Board. The Compensation, Nominating and Corporate Governance Committee generally identifies, evaluates and

Table of Contents

recommends candidates for nomination as directors with the goal of creating a Board that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized expertise. The Compensation, Nominating and Corporate Governance Committee takes gender into consideration as part of its overall recruitment and selection process in respect of potential candidates for the Board. Accordingly, when searching for new directors, the Compensation, Nominating and Corporate Governance Committee considers the level of female representation on the Board. Where appropriate, we intend to continue to recruit qualified female candidates as part of the Corporation’s overall recruitment and selection process to fill Board positions, as the need arises, through vacancies, growth or otherwise.

The overall recruitment and selection process to fill Board positions has resulted in increasing gender diversity on our Board with the addition of Ms. Nicola Maddox in May 2023. She brings distinguished and varied industry experience that is of great benefit to the Board and the Corporation. Presently there is one woman (12.5%) serving on the Board and no women in executive officer positions.

The Corporation is also sensitive to the representation of women when considering executive officer appointments. As of the date of this Proxy Statement, there are no women occupying executive officer positions with the Corporation. However, the Corporation is committed to ongoing review with respect to the gender diversity of its executive officers.

The Corporation has not adopted a formal target regarding women in executive officer positions. However, as noted above, the Corporation is committed to promoting diversity and will, in the future, continue to seek to identify talented women to fulfill Board and executive positions.

Board Committees

The Board has three committees. The committees are the Audit Committee, the Compensation, Nominating and Corporate Governance Committee, and the Conflicts Committee.

Audit Committee. The Audit Committee is currently comprised of David Winn (Chairman), John Lovoi, and Jason Stankowski. The Board has proposed that the membership on this committee continues. All members of the Audit Committee are independent and financially literate under the applicable rules and regulations of the SEC and the NASDAQ Global Market.

The Audit Committee met four times during the fiscal year ended December 31, 2025. The Audit Committee meets at least on a quarterly basis to review and approve our consolidated financial statements before the financial statements are publicly filed.

The Audit Committee reviews our interim unaudited condensed consolidated financial statements and annual audited consolidated financial statements and certain corporate disclosure documents including the Annual Information Form, Management’s Discussion and Analysis, and annual and interim earnings press releases before they are approved by the Board. The Audit Committee reviews and makes a recommendation to the Board in respect of the appointment and compensation of the external auditors and it monitors accounting, financial reporting, control and audit functions. The Audit Committee meets to discuss and review the audit plans of external auditors and is directly responsible for overseeing the work of the external auditors with respect to preparing or issuing the auditors’ report or the performance of other audit, review or attest services, including the resolution of disagreements between management and the external auditors regarding financial reporting. The Audit Committee questions the external auditors independently of management and reviews a written statement of its independence. The Audit Committee must be satisfied that adequate procedures are in place for the review of our public disclosure of financial information extracted or derived from its consolidated financial statements and it periodically assesses the adequacy of those procedures. The Audit Committee must approve or pre-approve, as applicable, any non-audit services to be provided to us by the external auditors. In addition, it reviews and reports to the Board on our risk management policies and procedures and reviews the internal control procedures to determine their effectiveness and to ensure compliance with our policies and avoidance of conflicts of interest. The Audit Committee has established procedures for dealing with complaints or confidential submissions which come to its attention with respect to accounting, internal accounting controls or auditing matters. To date, neither the Board nor the Audit Committee has formally assessed any individual director with respect to their effectiveness and contribution to us in their capacity as a director. Instead,

Table of Contents

members of the Board have relied on informal conversations among themselves to adequately cover such matters. The Audit Committee is also the primary governing body that is tasked with the evaluation and confirmation of the Corporation’s cybersecurity threat mitigation processes. More specifically, they review the Corporation’s annual IT audits and discuss any potential threats in quarterly meetings.

The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and The Nasdaq Global Market. Committee members are not employees of the Corporation or accountants or auditors by profession. A copy of the Audit Committee Charter can be found on our website at www.epsilonenergyltd.com.

Compensation, Nominating and Corporate Governance Committee. The Compensation, Nominating and Corporate Governance Committee is currently comprised of Tracy Stephens (chairman), John Lovoi, Nicola Maddox, and Bryan Lawrence. All members of this committee are independent directors.

The Compensation, Nominating and Corporate Governance Committee met two times during the fiscal year ended December 31, 2025. The Compensation, Nominating and Corporate Governance Committee’s mandate is to:

Assist and advise the Board regarding its responsibility for oversight of our compensation policy, provided that all determinations on officer compensation will be subject to review and approval by the Board;

Study and evaluate appropriate compensation mechanisms and criteria;

Develop and establish appropriate compensation policies and practices for the Board and our senior management, including our security-based compensation arrangements;

Evaluate senior management;

Serve in an advisory capacity on organizational and personnel matters to the Board;

Assist the Board by identifying individuals qualified to serve on the Board and its committees;

Recommend to the Board the director nominees for the next annual meeting;

Recommend to the Board members and chairpersons for each committee;

Develop and recommend to the Board and review from time to time, a set of corporate governance principles and monitor compliance with such principles; and

10.

Serve in an advisory capacity on matters of governance structure and the conduct of the Board.

These responsibilities include reporting and making recommendations to the Board for their consideration and approval. The Compensation, Nominating and Corporate Governance Committee does not have a policy regarding consideration of director candidates recommended by security holders. The Compensation, Nominating and Corporate Governance Committee considers a wide range of factors, including those listed in the paragraph below, in its searches when making nomination recommendations to the Board. Corporate governance also relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and take into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Our Compensation, Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Compensation, Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, takes into account many factors, including the following:

•

personal and professional integrity, ethics and values;

Table of Contents

•

experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•

experience as a board member or executive officer of another publicly held company;

•

strong finance experience;

•

diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

•

diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;

•

experience relevant to our business industry and with relevant social policy concerns; and

•

relevant academic expertise or other proficiency in an area of our business operations.

Currently, our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The Compensation, Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and The Nasdaq Global Market. A copy of such charter can be found on our website at www.epsilonenergyltd.com. The Compensation, Nominating and Corporate Governance Committee does not conduct separate meetings, but instead meets and confers in conjunction with other meetings of the Board.

Conflicts Committee. The Conflicts Committee is currently comprised of Tracy Stephens, Jason Stankowski, Nicola Maddox, Jack Vaughn, and Bryan Lawrence. The Board has proposed that the membership on this committee continue. All members of this committee, with the exception of Jack Vaughn, are independent directors.

The Conflicts Committee has the power to advise the Board with respect to any matters or issues of concern to the Conflicts Committee in connection with any corporate opportunity and the interests of a related or conflicted party that the Conflicts Committee considers necessary or advisable.

Incentive Awards

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 Meeting of shareholders, which approval occurred on September 1, 2020.

Prohibitions on Hedging, Insider Trading and Pledging Corporation Securities

Our Insider Trading Policy provides that our officers, directors, employees, and consultants who are aware of material nonpublic information may not, directly or indirectly, buy or sell securities of the Corporation other than pursuant to a trading plan that complies with Rule 10b5-1 promulgated by the SEC. The Corporation has designated Andrew Williamson, its Chief Financial Officer, as its Insider Trading Compliance Officer (the “Compliance Officer”), whose responsibilities include monitoring and enforcing this policy, along with designating and announcing special trading blackout periods during which some or all “Section 16 Insiders” and other employees are prohibited from trading in the Corporation’s securities. Additionally, the officers, directors, employees and consultants subject to the Insider Trading Policy may not, among other things, transact in puts, calls or other derivative securities involving the Corporation’s common shares, on an exchange or in any other organized market, engage in hedging or monetization transactions, engage in short sales of the Corporation’s securities, and directors, officers, and other employees are prohibited from holding the Corporation’s securities in a margin account or pledging the Corporation’s securities as collateral for a loan.

Table of Contents

Security Ownership of Certain Beneficial Owners and Management

The table set forth below is information with respect to beneficial ownership of common shares as of April 17, 2026, by our named executive officers, by each of our directors, by all our current executive officers and directors as a group, and by each person known to us who beneficially own 5% or more of the outstanding common shares. To our knowledge, unless otherwise indicated, each person named in the table has sole voting and investment power with respect to the common shares identified as beneficially owned.

Unless otherwise indicated, the address of each of the individuals named below is c/o Epsilon Energy Ltd., 500 Dallas St., Suite 1250, Houston, Texas 77002.


	Number of	Percentage of
	Shares of	Common Stock
Name of Benefial Owner

SEC Form DEF 14A filed by Epsilon Energy Ltd.