Epsilon Energy Ltd. Announces Issuer Tender Offer (Substantial Issuer Bid) for up to 2,000,000 of its Common Shares
HOUSTON, May 19, 2020 (GLOBE NEWSWIRE) — Epsilon Energy Ltd., a company organized under the laws of Alberta, Canada (NASDAQ:EPSN) (“Epsilon” or the “Company”), announced today that it has commenced an Issuer Tender Offer or Substantial Issuer Bid (the “Offer”) to purchase from the holders (the “Shareholders”) of the common shares of the Company, no par value (the “Common Shares”), up to 2,000,000 Common Shares at a price of US$3.06 per share less any applicable withholding taxes and without interest. The Common Shares proposed to be purchased in the Offer represent approximately 7.7% of the Company’s currently issued and outstanding Common Shares.
Background and Rationale for the Offer
Since May 20, 2019, the Company has utilized a normal course issuer bid (“NCIB”) to repurchase its Common Shares, when doing so has been accretive to management’s estimates of intrinsic value per share. During that period, the Company has also strengthened its financial position through strong operating performance. With available cash in addition to free cash flow, the Company has used discretionary cash to fund repurchases of its securities. During the twelve months preceding the date of the Offer, the Company has purchased for cancellation an aggregate of 1,353,410 Common Shares under the NCIB.Copies of financial data and other publicly filed documents are filed on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml under “Epsilon Energy Ltd.” or on the Company’s website.Cautionary Note Regarding Forward-Looking StatementsCertain statements in this news release may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”), which reflect the expectations of management regarding the future growth, results of operations, performance and business prospects and opportunities of the Company and its projects. These statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of the words “plans,” “expects,” “does not expect,” “is expected,” “budget,” “estimates,” “forecasts,” “intends,” “anticipates,” or “does not anticipate,” “believes,” “outlook,” “objective,” or “continue,” or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, “may,” “could,” “would,” “should,” “might,” or “will,” be taken, occur or be achieved. Examples of such statements in this press release include, but are not limited, to statements with respect to the following:the expiration of the Offer;the terms and conditions of the Offer;the aggregate amount of Common Shares to be purchased for cancellation under the Offer; andthe Company’s objectives, plans, goals, strategies, future growth, results of operations, financial and operating performance and business prospects and opportunities.Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. Please refer to the factors discussed under “Risk Factors” and “Forward-Looking Information” in the Company’s periodic reports as filed with the Securities and Exchange Commission from time to time for a detailed discussion of the risks and uncertainties affecting the Company. These risks and uncertainties include, but are not limited to, potential risks and uncertainties relating to the ultimate geographic spread of the novel coronavirus (COVID-19), the severity of the disease, the duration of the COVID-19 outbreak, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact, the potential negative impacts of COVID-19 on the global economy and financial markets and any resulting impact on the satisfaction of the conditions of the Offer such that the Company may not be required to purchase the Common Shares and/or may terminate the Offer. Although the forward-looking statements contained in this news release are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.For the avoidance of doubt, the above-mentioned Uniform Resource Locators (“URLs”) given in respect of website addresses are inactive textual references only and it is not intended to incorporate the contents of any such web sites into this news release nor should the contents of such web sites be deemed to be incorporated into this news release.