EPSN Epsilon Energy Ltd

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

Epsilon Energy Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

294375209

(CUSIP Number)

August 26, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

	1		NAME OF REPORTING PERSON
				Jumana Capital Investments LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							1,303,818
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							1,303,818
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,303,818
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.9%
	12		TYPE OF REPORTING PERSON
				OO

  

	1		NAME OF REPORTING PERSON
				Christopher Martin
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							1,303,818
PERSON WITH				7		SOLE DISPOSITIVE POWER
							- 0 -
				8		SHARED DISPOSITIVE POWER
							1,303,818
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,303,818
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.9%
	12		TYPE OF REPORTING PERSON
				IN

  

 

Item 1(a).

Name of Issuer:

 

Epsilon Energy Ltd., a company organized under the laws of Alberta, Canada (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

500 Dallas Street, Suite 1250

Houston, Texas 77002

 

Item 2(a).

Name of Person Filing:

This statement is filed by Jumana Capital Investments LLC, a Texas limited liability company (“Jumana Capital”), and Christopher Martin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Mr. Martin serves as the Manager of Jumana Capital. By virtue of this relationship, Mr. Martin may be deemed to beneficially own the Shares (as defined below) owned directly by Jumana Capital.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is 1717 St. James Place, Suite 335, Houston, Texas 77056.

Item 2(c).

Citizenship:

Jumana Capital is organized under the laws of the State of Texas. Mr. Martin is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Shares, no par value (the “Shares”).

Item 2(e).

CUSIP Number:

294375209

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		/X/	Not Applicable
	(a)	/  /	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
	(b)	/  /	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	/  /	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	/  /	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	/  /	Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
	(f)	/  /	Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
	(g)	/  /	Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
	(h)	/  /	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	/  /	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
	(j)	/  /	Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
	(k)	/  /	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the date hereof, Jumana Capital beneficially owns 1,303,818 Shares.

 

Mr. Martin, as the Manager of Jumana Capital, may be deemed to beneficially own the 1,303,818 Shares owned by Jumana Capital.

 

The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

(b)

Percent of class:

 

The following percentages are based on 21,963,019 Shares outstanding as of August 13, 2024, which is the total number of Shares outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

 

As of the date hereof, Jumana Capital beneficially owns approximately 5.9% of the outstanding Shares and Mr. Martin, as the Manager of Jumana Capital, may be deemed to beneficially own approximately 5.9% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 5, 2024

 

	Jumana Capital Investments LLC
	By:	/s/ Christopher Martin
		Name:	Christopher Martin
		Title:	Manager

 

 

	/s/ Christopher Martin
	Christopher Martin

 

 

Exhibit 99.1

 

Joint Filing Agreement

 

The undersigned hereby agree that the Statement on Schedule 13G dated September 5, 2024 with respect to the Common Shares, no par value, of Epsilon Energy Ltd., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

Dated: September 5, 2024

 

 

	Jumana Capital Investments LLC
	By:	/s/ Christopher Martin
		Name:	Christopher Martin
		Title:	Manager

 

 

	/s/ Christopher Martin
	Christopher Martin

 

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