Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 14, 2022, Evolution Petroleum Corporation (the "Company") completed the acquisition of non-operated oil and gas assets in the Williston Basin in North Dakota (the "Transaction") from Foundation Energy Fund VII-A, LP and Foundation Energy Management, LLC (collectively "FEM" or the "Seller"), for $25.9 million, net of preliminary purchase price adjustments. The Transaction had an effective date of June 1, 2021. Evolution also entered into a Purchase and Sale Agreement ("PSA") with the Seller contemporaneously with the closing of the Transaction. The PSA contains customary representations and warranties, covenants, and indemnification provisions and also provides for various purchase price adjustments to be calculated as of the closing date to be settled in a post-closing statement.

The acquired assets consist of an approximately 39% working interest net to the Company, in 73 producing wells in the Williston Basin in Billings, Golden Valley, and McKenzie counties, North Dakota. The acquisition also included approximately 47,500 net acres with associated 400 potential drilling opportunities. The acquired assets consist of producing reserves of approximately 2.0 million barrels of liquids and 1,600 million cubic feet of natural gas, using January 14, 2022 strip pricing. The commodity mix of the assets is 80% oil, 11% natural gas, and 9% natural gas liquids. The assets had production of 596 barrels of oil equivalent per day, based on the three months ended September 30, 2021.

The Transaction was funded with cash on hand and borrowings under the Company's existing senior credit facility.

Cautionary Statement

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of its business. These forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond its control, including the completion of the proposed transaction on the terms or timeline currently contemplated or at all. Please read the Company's filings with the Securities and Exchange Commission, including "Risk Factors" in its Annual Report on Form 10-K for the year ended June 30, 2021, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "plan," "expect," "indicate" and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this Current Report on Form 8-K are forward-looking statements. Although the Company believes that the forward-looking statements contained in this Current Report on Form 8-K are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Item 7.01 Regulation FD Disclosure.

On January 20, 2022, the Company issued a press release disclosing the closing of the Transaction and signing of the PSA. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.                                                 Description

Exhibit 99.1                      Evolution Petroleum Corporation Press Release dated January 20,
                                2022


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