Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On August 18, 2026, Evolution Petroleum Corporation, a Nevada corporation (the “Company”), through its wholly owned subsidiary, Evolution Minerals, LLC, a Delaware limited liability company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with a non-affiliated private seller (the “Seller”), to acquire certain mineral inte…
Filed Aug 18, 2026Accepted Aug 18, 2026, 4:04 PM EDTCIK 1006655Accession 0001104659-26-098332
Evolution Petroleum Corporation is an independent energy company focused on maximizing total shareholder returns through the ownership of and investment in working and royalty interests in onshore oil and natural gas properties in the U.S. The Company aims to build and maintain a diversified portfolio of long-life oil and natural gas properties through acquisitions, selective development opportunities, production enhancements, and other exploitation efforts. Visit www.evolutionpetroleum.com for more information.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2026, Evolution Petroleum Corporation, a Nevada corporation
(the “Company”), through its wholly owned subsidiary, Evolution Minerals, LLC, a Delaware limited liability company, entered
into a Purchase and Sale Agreement (the “Purchase Agreement”) with a non-affiliated private seller (the “Seller”), to acquire certain mineral interests, royalty interests, and overriding royalty interests in oil and
gas properties in the Midland Basin located in Reagan, Upton, Glasscock, Midland and Martin Counties, Texas (the “Conveyed Assets”).
The transactions contemplated by the Purchase Agreement are referred to herein as the “Acquisition.”
Pursuant to the terms of the Purchase Agreement, the Company has agreed
to acquire the Conveyed Assets for aggregate consideration of $16,000,000 in cash (the “Base Purchase Price”), subject to
customary adjustments as set forth in the Purchase Agreement. The Acquisition is expected to close on or about August 21, 2026, with an
effective date of August 1, 2026.
The Company and the Seller each made certain representations, warranties
and covenants in the Purchase Agreement. The Company, on the one hand, and the Seller, on the other hand, agreed to indemnify each other
against certain losses resulting from breaches of their respective representations, warranties and covenants, subject to certain negotiated
limitations and survival periods set forth in the Purchase Agreement.
Completion of the Acquisition is subject to the satisfaction or waiver
of certain customary closing conditions as set forth in the Purchase Agreement. In addition, the Seller is required to have acquired the
Conveyed Assets pursuant to an Option Agreement to Purchase Minerals dated May 20, 2026 (the “Upstream Acquisition Agreement”)
prior to or concurrently with the closing. The Company may terminate the Purchase Agreement if the Seller fails to consummate the Upstream
Acquisition Agreement. Upon closing, the Company will receive an assignment of all rights under the Upstream Acquisition Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms of the
Purchase Agreement. A copy of the Purchase Agreement is expected to be filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ending September 30, 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 18, 2026, Evolution Petroleum Corporation issued a news release
announcing that it has entered into the Purchase Agreement. A copy of the news release is attached hereto, furnished as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific
reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2623236d2_ex99-1.htm
EX-99.1
2
tm2623236d2_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Evolution Petroleum Announces Strategic Midland
Basin Mineral & Royalty Acquisition
HOUSTON,
TX - August 18, 2026 (GLOBE NEWSWIRE) - Evolution Petroleum Corporation (NYSE American: EPM) ("Evolution"
or the "Company") has entered into a definitive agreement to acquire mineral and royalty ("M&R") interests in
the core Midland Basin of the Permian Basin from a non-affiliated private seller for a total purchase price of approximately $16 million
(the "Acquisition"), subject to customary adjustments and closing conditions. The Acquisition is expected to close on or about
August 21, 2026, and has an effective date of August 1, 2026 (the "Effective Date").
As of the Effective Date, the Acquisition interests
span approximately 3,420 net royalty acres across Reagan, Upton, Glasscock, Midland, and Martin Counties, Texas. Evolution expects to
fund the Acquisition with net proceeds from a concurrent public offering of its common stock, cash on hand, and borrowings under its revolving
credit facility.
Acquisition Highlights:
Expected to enhance margins and strengthen dividend
coverage by adding an expected high-margin, long…