SEC Form S-3 filed by Epsilon Energy Ltd.

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As filed with the Securities and Exchange Commission on January 13, 2026

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EPSILON ENERGY LTD.

(Exact name of registrant as specified in its charter)

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500 Dallas St., Suite 1250

Houston, Texas 77002

(281) 670-0002

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason Stabell

500 Dallas St., Suite 1250

Houston, Texas 77002

(281) 670-0002

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David R. Earhart

Gray Reed & McGraw LLP

1601 Elm Street, Suite 4600

Dallas, Texas 75201

(214) 954-4135

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Jesse Betts

Willkie Farr & Gallagher LLP

2699 Howell Street

Dallas, Texas 75204

(214) 233-4537

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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed.  The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective.  This prospectus is not an offer to sell these securities, and neither we nor any selling shareholder is soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 13, 2026

PROSPECTUS

EPSILON ENERGY LTD.

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7,916,336 Common Shares

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This prospectus relates to the offer and sale, from time to time (after the expiration of any applicable lock-up period), of our common shares, no par value (“Common Shares”), held by the selling shareholders named herein.  The selling shareholders identified in this prospectus, and as may be identified in any supplement to this prospectus, may offer and sell from time to time up to 7,916,336 Common Shares.

The selling shareholders, together or separately, may sell the Common Shares offered by this prospectus, or any prospectus supplement, from time to time as they may determine through ordinary brokerage transactions, directly to market makers, in private sales, through underwriters, dealers or agents or through any other means described in “Plan of Distribution.”  The selling shareholders may sell the Common Shares at prevailing market prices or at prices negotiated with buyers.  The selling shareholders will be responsible for any commissions due to brokers, dealers, agents, or underwriters and similar fees and fees of counsel incurred by such selling shareholders.  We will be responsible for all other offering expenses.  We will not receive any of the proceeds from the sale by the selling shareholders of the Common Shares offered by this prospectus.

To the extent required, the Common Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

No securities may be sold without delivery of this prospectus and, if necessary, the applicable prospectus supplement describing the method and terms of the offering of such securities.

Our Common Shares are listed on the Nasdaq Global Market under the ticker symbol “EPSN.”  On January 9, 2026, the closing price of our Common Shares as reported on the Nasdaq Global Market was $[•] per share.

Our principal executive offices are located at 500 Dallas St., Suite 1250, Houston, Texas 77002, and our telephone number is (281) 670-0002.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD CAREFULLY READ THE ‘‘RISK FACTORS’’ SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

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The date of this prospectus is __________, 2026.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process on Form S-3. By using a shelf registration statement, the selling shareholders named in this prospectus, and as may be named in a supplement to this prospectus, may, from time to time, sell offered securities in one or more offerings as described in this prospectus and, if applicable, any prospectus supplement. Each time that any such selling shareholder offers and sells securities in an underwritten offering (or to the extent otherwise necessary), the selling shareholders will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”  Under the shelf registration, the selling shareholders may sell up to 7,916,336 of our Common Shares.

You should rely only on the information contained in this prospectus and in any relevant prospectus supplement or free writing prospectus, including any information incorporated herein or therein by reference.  We have not authorized any other person to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on its front cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise.  Our business, financial condition, results of operations and prospects may have changed since the date indicated on the front cover of such documents.  Neither this prospectus nor any prospectus supplement or free writing prospectus constitutes an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus or a prospectus supplement or free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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ABOUT THE OFFERING

On August 11, 2025, we entered into a Membership Interest Purchase Agreement with Peak Exploration & Production, LLC (“Peak E&P”), certain sellers signatory thereto, and Yorktown Energy Partners XI, L.P., as representative of such sellers (the “Peak E&P Purchase Agreement”), and a Membership Interest Purchase Agreement with Peak BLM Lease LLC (“Peak BLM”) and Yorktown Energy Partners XI, L.P. (the “Peak BLM Purchase Agreement” and together with the Peak E&P Purchase Agreement, the “Purchase Agreements”) to acquire all of the issued and outstanding limited liability company interests of Peak E&P and Peak BLM and their respective subsidiaries (collectively, the “Acquired Companies”).

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The Acquired Companies were privately held oil and gas exploration and production companies that operate in the Powder River Basin of Wyoming (the “PRB”). As of September 30, 2025, the Acquired Companies owned approximately 39,600 net leasehold acres (out of 61,000 gross acres) in the PRB, primarily in Campbell and Converse Counties, Wyoming. The Acquired Companies’ operations are focused on the development of multiple productive horizons, including the Parkman, Shannon, Turner, Niobrara, and Mowry formations, utilizing advanced horizontal drilling and completion technologies.

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On November 14, 2025, we completed the acquisition, and the Acquired Companies became indirect, wholly-owned subsidiaries of the Company (the “Transactions”).  As partial consideration for the completion of the Transactions, we issued an aggregate of 7,916,336 Common Shares to the selling shareholders pursuant to the Purchase Agreements.  In connection with the consummation of the Transactions, the Company and the selling shareholders entered into a Registration Rights Agreement, dated as of November 14, 2025 (the “Registration Rights Agreement”).  

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Under the Registration Rights Agreement, among other things, the Company is required to file with the SEC, a registration statement on Form S-3 to permit the public resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) by the selling shareholders from time to time as permitted by Rule 415 under the Securities Act and to use its commercially reasonable efforts to cause such registration statement to remain effective and to be supplemented and amended to the extent necessary to ensure that such registration statement is available (or if it is not available, that another registration statement is available) for the resale of all the Registrable Securities by the selling shareholders until all of the Registrable Securities registered thereunder cease to be Registrable Securities under the Registration Rights Agreement or the earlier termination of the Registration Rights Agreement pursuant to its terms.

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The registration statement of which this prospectus forms a part is being filed to satisfy such obligation under the Registration Rights Agreement. Furthermore, under the Registration Rights Agreement, the selling shareholders have certain underwritten offering demand rights and piggyback rights with respect to certain underwritten offerings conducted by the Company for its own account or for the account of other Company shareholders. The Registration Rights Agreement contains customary indemnification and contribution obligations of the Company for the benefit of the selling shareholders and vice versa (provided, however, that the indemnification and contribution obligation of each selling shareholder is limited to the net proceeds received by a selling shareholder from the sale of Registrable Securities pursuant to a registration statement filed by the Company in accordance with the Registration Rights Agreement).

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In connection with the closing of the Transactions, certain of the selling shareholders agreed not to sell, pledge or otherwise dispose of any Common Shares for a period of one hundred eighty (180) days following the closing.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we file annual, quarterly, and other reports, proxy statements, and other information with the SEC.    Our SEC filings are available to the public on the SEC’s website that contains reports, proxy and information statements and other information about issuers, such as us, that file electronically with the SEC. The address of the SEC’s

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website is http://www.sec.gov.  Our website address is http://www.epsilonenergyltd.com.  However, information on our website will not be considered a part of this prospectus.

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We have filed with the SEC a registration statement on Form S-3 (together with all exhibits, amendments and supplements, the “Registration Statement”) of which this prospectus constitutes a part, under the Securities Act of 1933, as amended (the “Securities Act”).  This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules of the SEC.  For further information pertaining to us, reference is made to the Registration Statement.  Statements contained in this prospectus, any prospectus supplement or any document incorporated herein or therein by reference concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC.  The Registration Statement has been filed electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval System and may be obtained through the SEC web site at http://www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed with the SEC.  You should read the information incorporated by reference because it is an important part of this prospectus.  Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus.  We incorporate by reference the following information or documents that we have filed with the SEC:

All reports and other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the Registration Statement and prior to the effectiveness of the Registration Statement and (ii) after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus and shall be a part hereof from the date of filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained

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in this prospectus, or in any subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement.  Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus.  None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit thereto, that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document.  Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference.

We will furnish to you, upon written or oral request, a copy of any or all of the documents that have been incorporated by reference in this prospectus, excluding exhibits to those documents, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement..  You may request a copy of those filings at no cost by writing or telephoning our Chief Financial Officer at the following address and telephone number:

Epsilon Energy Ltd.

Attention: Chief Financial Officer

500 Dallas Street, Suite 1250

Houston, Texas 77002

(281) 670-0002

Except as provided above, no other information, including information on our website, is incorporated by reference in this prospectus.

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RISK FACTORS

Investing in our Common Shares involves a high degree of risk.  You should carefully consider the risks set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our definitive proxy statement on Schedule 14A for our special meeting of shareholders held on November 12, 2025, which are incorporated in this prospectus by reference, as well as the risk factors set forth in any applicable prospectus supplement or free writing prospectus and the other reports we file from time to time with the SEC that are incorporated by reference in this prospectus and the risk factor set forth below.  If any of the events described in such “Risk Factors” occurs or such risks otherwise materialize, our business, financial condition, results of operations, cash flows, or prospects could be materially adversely affected and you could lose all or part of your investment in our Common Shares.

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The risks, uncertainties and other factors discussed in the foregoing filings are not exhaustive. Additional risks and uncertainties not known to us or that we currently believe not to be material may adversely impact our business, prospects, financial condition, results of operations and cash flows. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from our expectations and might cause you to lose all or part of your investment in our Common Shares.

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Risks Related to this Offering

The sale of the Common Shares registered for resale hereunder and future sales of substantial amounts of other Common Shares in the public market, or the perception that such sales may occur, may cause the market price of our Common Shares to decline significantly.

The Common Shares being offered for resale in this prospectus represent approximately 26.5% of our total outstanding Common Shares as of January 9, 2026. The sale of such Common Shares in the public market, or the perception that holders of a large number of Common Shares intend to sell their Common Shares, could significantly reduce the market price thereof.  We cannot predict if and when the selling shareholders may sell Common Shares in the public markets.  Furthermore, in the future, we may issue additional Common Shares or other equity or debt securities

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convertible into Common Shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

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ABOUT THE COMPANY

Epsilon Energy Ltd. is a North American on-shore focused independent natural gas and oil company engaged in the acquisition, development, gathering and production of natural gas and oil reserves. Our primary area of operation is Pennsylvania. Our assets are concentrated in areas with known hydrocarbon resources, which are conducive to multi-well, repeatable drilling programs.

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The Company was incorporated under the laws of the Province of Alberta, Canada on March 14, 2005, pursuant to the Business Corporations Act (Alberta). The Company is extra-provincially registered in Ontario pursuant to the Business Corporations Act (Ontario). On October 24, 2007, the Company became a publicly traded entity trading on the Toronto Stock Exchange (“TSX”) in Canada. On February 14, 2019, Epsilon’s registration statement on Form 10 was declared effective by the SEC and, on February 19, 2019, we began trading in the United States on the NASDAQ Global Market under the trading symbol “EPSN.” Effective as of the close of trading on March 15, 2019, Epsilon voluntarily delisted its Common Shares from the TSX.

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The Company conducts operations in the United States through our wholly owned subsidiaries Epsilon Energy USA Inc., an Ohio corporation, or Epsilon Energy USA; Epsilon Midstream, LLC, a Pennsylvania limited liability company, or Epsilon Midstream; Epsilon Operating, LLC, a Delaware limited liability company, Dewey Energy GP LLC, a Delaware limited liability company, Dewey Energy Holdings LLC, a Delaware limited liability company, and Altolisa Holdings, LLC, a Delaware limited liability company. The Company has natural gas production in the Marcellus in Pennsylvania and oil, natural gas liquids and natural gas production in the Anadarko Basin in Oklahoma.  

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On November 14, 2025, the Company completed the acquisition of Peak E&P and Peak BLM and their respective subsidiaries. Peak E&P and Peak BLM are oil and gas exploration and production companies that operate in the PRB in Wyoming.  The operations of Peak E&P and Peak BLM are focused on the development of multiple productive horizons, including the Parkman, Shannon, Turner, Niobrara, and Mowry formations, utilizing advanced horizontal drilling and completion technologies.

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Our principal executive offices are located at 500 Dallas Street, Suite 1250, Houston, Texas 77002, and our telephone number is (281) 670-0002. We maintain a website at http://www.epsilonenergyltd.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

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CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

The information in this prospectus, including information in documents incorporated by reference in this prospectus, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

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The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions.  Words such as “anticipate,” “believe,” “estimate,” “expects,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results or events to differ materially (both favorable and unfavorably) from those expressed or forecasted in the forward-looking statements. Such forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct.

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All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to natural gas and oil production rates, commodity prices for crude oil or natural gas, supply and demand for natural gas and oil; the estimated quantity of natural gas and oil reserves, including reserve life; future development and production costs , and statements expressing general views about future operating

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results — are forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under “Risk Factors.” Management believes that these forward-looking statements are reasonable as and when made. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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The forward-looking statements in this prospectus, or in any prospectus supplement, speak as of the date hereof, or thereof, as applicable.  Although we may, from time to time, voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by securities laws.

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USE OF PROCEEDS

We will not receive any proceeds from sales of Common Shares by the selling shareholders.

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SELLING SHAREHOLDERS

References to the “selling shareholders” in this prospectus mean the individuals and the entities listed in the table below and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the offered shares as a result of a transfer not involving a public sale.

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The selling shareholders named below, together or separately, may, from time to time (after the expiration of any applicable lock-up period), offer or sell pursuant to this prospectus up to an aggregate of 7,916,336 Common Shares. The table below describes, as of January 9, 2026, each selling shareholder’s beneficial ownership of our Common Shares) according to the information available to us as of the date of this prospectus.

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Information in the table below with respect to beneficial ownership has been furnished by each of the selling shareholders. The selling shareholders listed in the table below may have sold, transferred, otherwise disposed of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, Common Shares in transactions exempt from the registration requirements of the Securities Act or in the open market after the date on which they provided the information set forth in the table below. We do not know which (if any) of the selling shareholders named below actually will offer to sell shares pursuant to this prospectus, or the number of shares that each of them will offer.

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Because the selling shareholders may sell, transfer or otherwise dispose of all, some or none of our Common Shares covered by this prospectus, we cannot determine the number of such shares that will be sold, transferred or otherwise disposed of by the selling shareholders, or the amount or percentage of our Common Shares that will be held by the selling shareholders upon termination of any particular offering or sale. See “Plan of Distribution.” For purposes of the table below, we assume the sale of all Common Shares offered by the selling shareholders pursuant to this prospectus. When we refer to the selling shareholders in this prospectus, we mean the persons and entities listed in the table below, as well as their pledgees, donees, assignees, transferees and successors-in-interest.

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The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. [In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, Common Shares subject to options, or other rights, held by such person that are currently exercisable or will become exercisable within 60 days, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.] Each of the shareholders listed has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

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Any selling shareholder may be deemed to be an “underwriter” within the meaning of the Securities Act. Based upon the applicable facts and circumstances, including when and how each selling shareholder’s respective Common Shares were acquired, none of the selling shareholders believes that it should be considered an “underwriter” within the meaning of such term under the Securities Act.

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The following table sets forth, as of the date of this prospectus, the names of the selling shareholders, the number of Common Shares that each selling shareholder may offer pursuant to this prospectus and the number of Common Shares owned by each selling shareholder prior to and after the offering. Solely for purposes of the table below, we have assumed that the selling shareholders will sell all of the offered shares and will make no other purchases or sales of Common Shares. We cannot predict when, or in what amount, the selling shareholders may sell any of the shares offered by the selling shareholders in this prospectus, if at all.  No selling shareholder (or any entity or person who has control over a selling shareholder) has or had a position, office or other material relationship with us in the past three years other than with respect to the Transactions and the Registration Rights Agreement.

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Information concerning the selling shareholders may change from time to time. Any changes to the information provided below will be set forth in a prospectus supplement if and when necessary.

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*Less than one percent (1%)

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PLAN OF DISTRIBUTION

The offered shares are being registered to permit the selling shareholders (which includes individuals and entities listed in the table “Selling Shareholders” as well as donees, pledgees, transferees or other successors-in-interest selling Common Shares or interests in Common Shares received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer not involving a public sale) to offer and sell, from time to time, any or all of their Common Shares or interests in Common Shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

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Epsilon Energy, Ltd. will not receive any of the proceeds from the offering by the selling shareholders of the offered shares. However, pursuant to the Registration Rights Agreement, Epsilon Energy, Ltd. will pay the Registration Expenses (as defined therein) associated with the registration and sale of the offered shares by the selling shareholders. The selling shareholders will pay all other expenses, including underwriting fees, discounts or commissions, any out-of-pocket expenses (other than fees and expenses incurred in connection with complying with state securities or blue sky laws) of the selling shareholders and the fees and disbursements of any underwriter.

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The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

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The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the Common Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Common Shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the Common Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling shareholders for purposes of this prospectus.

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In connection with the sale of our Common Shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Shares in the course of hedging the positions they assume. The selling shareholders may also sell shares of our Common Shares short and deliver these securities to close out their short positions, or loan or pledge the Common Shares to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

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The aggregate proceeds to the selling shareholders from the sale of the Common Shares offered by them will be the purchase price of the Common Shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Shares to be made directly or through agents. We will not receive any of the proceeds from this offering.

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The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration requirements under the Securities Act. Any underwriters, broker-dealers or agents that participate in the sale of the Common Shares or interests therein may be “underwriters” within the meaning

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of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.  Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us and the selling shareholders, to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.

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To the extent required, the shares of our Common Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

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In order to comply with the securities laws of some states, if applicable, the Common Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

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We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

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We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

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We have agreed with the selling shareholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of: (i) the date on which the selling shareholders shall have resold or otherwise disposed of all the shares covered by this prospectus and (ii) the date on which the shares covered by this prospectus no longer constitute “Registrable Securities” as such term is defined in the Registration Rights Agreement. To facilitate the offering of the Common Shares offered by the selling shareholders, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Shares. This may include over-allotments or short sales, which involve the sale by persons participating in the offering of more shares than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option(s), if any. In addition, these persons may stabilize or maintain the price of the Common Shares by bidding for or purchasing Common Shares in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the Common Shares at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

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REGISTRAR AND TRANSFER AGENT

Our registrar and transfer agent for our Common Shares is Computershare Trust Company of Canada.

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LEGAL MATTERS

McLeod Law LLP of Alberta, Canada has provided its opinion on the validity of the securities offered by this prospectus.  If legal matters in connection with offerings made under this prospectus are acted on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable prospectus supplement to the extent required.

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EXPERTS

The consolidated financial statements of Epsilon Energy Ltd. as of December 31, 2024 and 2023 and for each of the years then ended, incorporated by reference in this Prospectus and in the Registration Statement, have been so incorporated in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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The consolidated financial statements of Peak Exploration & Production, LLC and Subsidiaries and Peak BLM Lease LLC and Subsidiary, as of and for the years ended December 31, 2024 and 2023, incorporated in this prospectus by reference from Amendment No. 1 to the Current Report on Form 8-K of Epsilon Energy, Ltd. dated November 14, 2025 and included in Epsilon Energy, Ltd.’s Definitive Proxy Statement on Schedule 14A and filed with the Securities and Exchange Commission on October 10, 2025 have been audited by Baker Tilly US, LLP, independent auditors, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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The information incorporated by reference in this prospectus relating to certain estimated quantities of Epsilon Energy Ltd.’s proved reserves and future revenue have been derived from reports prepared by DeGolyer and MacNaughton, independent petroleum engineers, as stated in their report with respect thereto. All such information is incorporated in this prospectus in reliance upon the authority of said firm as experts with respect to the matters covered by their report and the giving of their report.

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The information incorporated by reference in this prospectus relating to certain estimated quantities of Peak E&P’s and Peak BLM’s proved reserves and future revenue have been derived from reports prepared by Cawley, Gillespie & Associates, Inc., independent petroleum engineers, as stated in their report with respect thereto. All such information is incorporated in this prospectus in reliance upon the authority of said firm as experts with respect to the matters covered by their report and the giving of their report.

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EPSILON ENERGY LTD.

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7,916,336

Common Shares

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PROSPECTUS

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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses (other than underwriting discounts and commissions to be paid by the selling shareholders) payable by the registrant in connection with the offering of the securities covered by this Registration Statement.

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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 124 of the Alberta Business Corporation Act (the “ABCA”), except in respect of an action by or on behalf of us or body corporate to procure a judgment in our favor, we may indemnify a current or former director or officer or a person who acts or acted at our request as a director or officer of a body corporate of which we are or were a stockholder or creditor and the heirs and legal representatives of any such persons (collectively, “Indemnified Persons”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by any such Indemnified Person in respect of any civil, criminal or administrative actions or proceedings to which the director or officer is made a party by reason of being or having been our director or officer, if (i) the director or officer acted honestly and in good faith with a view to our best interests, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that such director’s or officer’s conduct was lawful (collectively, the “Indemnification Conditions”).

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Notwithstanding the foregoing, the ABCA provides that an Indemnified Person is entitled to indemnity from us in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defense of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been our director or officer, if the person seeking indemnity (i) was substantially successful on the merits in the person’s defense of the action or proceeding, (ii) fulfills the Indemnification Conditions, and (iii) is fairly and reasonably entitled to indemnity. We may advance funds to an Indemnified Person for the costs, charges and expenses of a proceeding; however, the Indemnified Person shall repay the moneys if such individual does not fulfill the Indemnification Conditions. The indemnification may be made in connection with a derivative action only with court approval and only if the Indemnification Conditions are met.

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As contemplated by Section 124(4) of the ABCA and our by-laws, we have acquired and maintain liability insurance for our directors and officers with coverage and terms that are customary for a company of our size in our industry of operations. The ABCA provides that we may not purchase insurance for the benefit of an Indemnified Person against a liability that relates to the person’s failure to act honestly and in good faith with a view to our best interests.

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Our by-laws provide that, subject to the ABCA, the Indemnified Persons shall be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, if the Indemnification Conditions are satisfied. In addition, pursuant to our by-laws, we may indemnify such person in such other circumstances as the ABCA or law permits.

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Our by-laws also provide that none of our directors or officers shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to us through the insufficiency or deficiency of title to any property acquired for or on behalf of us, or for the insufficiency or deficiency of any security in or upon which any of our moneys shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of our moneys, securities or effects shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his or her office or in relation thereto; provided that nothing in our by-laws shall relieve any director or officer from the duty to act in accordance with the ABCA and the regulations thereunder. The foregoing is premised on the requirement under our by-laws that each of our directors and officers in exercising his or her powers and discharging duties shall act honestly and in good faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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We have entered into indemnification agreements with our directors and officers which generally require that we indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to us and our subsidiaries as directors and officers, if the indemnitees acted honestly and in good faith with a view to our best interests and, with respect to criminal or administrative actions or proceedings that are enforced by monetary penalty, if the indemnitee had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defense expenses to the indemnitees by us.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

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ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

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provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 13^th day of January, 2026.

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Each person whose signature appears below hereby constitutes and appoints Jason Stabell and Andrew Williamson, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

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