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SEC Company Response from Epsilon Energy Ltd. (EPSN) (CIK 0001726126) (EPSN) — May 11, 2018

Epsilon Energy Ltd. (EPSN) (CIK 0001726126)
Date: May 11, 2018 · CIK: 0001726126 · Accession: 0001104659-18-032583

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File numbers found in text: 333-224262

Date
May 11, 2018
Author
EPSILON ENERGY LTD.
Form
CORRESP
Company
Epsilon Energy Ltd. (EPSN) (CIK 0001726126)

Letter

Epsilon Energy Ltd.

16701 Greenspoint Park Drive, Suite 195

Houston, Texas 77060

May 11, 2018

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re: Epsilon Energy Ltd.

Registration Statement on Form S-4

File No. 333-224262

Request for Effectiveness

Ladies and Gentleman:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Epsilon Energy Ltd. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, File No. 333-224262 (the “Registration Statement”) so that it may be effective at 1:00 p.m., Eastern Time on May 14, 2018 or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * *

We respectfully request that you notify Gislar Donnenberg of DLA Piper LLP (US) at 713-425-8400 when the Registration Statement is declared effective.

Sincerely,
EPSILON ENERGY LTD.

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CORRESP
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Epsilon Energy Ltd.

16701 Greenspoint Park Drive, Suite 195

Houston, Texas 77060

May 11, 2018

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:                             Epsilon Energy Ltd.

Registration Statement on Form S-4

File No. 333-224262

Request for Effectiveness

Ladies and Gentleman:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Epsilon Energy Ltd. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, File No. 333-224262 (the “Registration Statement”) so that it may be effective at 1:00 p.m., Eastern Time on May 14, 2018 or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*              *              *

We respectfully request that you notify Gislar Donnenberg of DLA Piper LLP (US) at 713-425-8400 when the Registration Statement is declared effective.

Sincerely,

EPSILON ENERGY LTD.

/s/ Lane Bond

B. Lane Bond

Chief Financial Officer

Cc:          Gislar Donnenberg, DLA Piper LLP (US)