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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2011

EVOLUTION PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
  000-32942
(Commission
File Number)
  41-1781991
(I.R.S. Employer
Identification Number)

2500 City West Blvd., Suite 1300, Houston, Texas 770042
(Address of Principal Executive Offices)

(713) 935-0122
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.    Entry into a Material Definitive Agreement.

        On June 28, 2011, Evolution Petroleum Corporation, a Nevada corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with McNicoll, Lewis & Vlak LLC (the "Underwriter") pursuant to which the Company agreed to issue and sell to the public through the Underwriter, on a "best efforts" basis, an aggregate of 220,000 shares (the "Shares") of the Company's 8.5% Series A Cumulative Preferred Stock, par value $0.001 per share and liquidation preference $25.00 per share (the "Series A Preferred Stock"). The Shares are being offered to the public at $23.00 per Share, and the net proceeds to the Company would be $21.85 per Share after deducting underwriting commissions, but before deducting expenses related to the offering.

        The Shares will be issued pursuant to a final prospectus supplement expected to be filed on June 29, 2011 with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-168107), which became effective on September 2, 2010. The Underwriting Agreement provides that the Underwriter will offer and sell the Shares for the Company on a "best efforts" basis, and the Underwriter are under no obligation to purchase any Shares for its own account or sell any specific number or dollar amount of securities.

        The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, on one hand, and the Underwriter, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, the Underwriting Agreement provides that the Company is under no obligation to sell any Shares unless, upon the closing, the Shares meet certain criteria to list on the New York Stock Exchange Amex Equities (the "NYSE Amex"). The Company has received conditional approval from the NYSE Amex to list the shares of Series A Preferred Stock on the NYSE Amex under the symbol "EPM.PR.A" upon issuance.

        The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.

        In connection with entering into the Underwriting Agreement, on June 29, 2011 the Company filed a Certificate of Designation of Rights and Preferences (the "Certificate of Designation") for the Series A Preferred Stock with the Secretary of State of the State of Nevada with respect to 1,000,000 shares of Series A Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated by reference herein. The Series A Preferred Stock is not convertible into, or exchangeable for, any of the Company's other property or securities. Except upon a change of control of the Company, the Series A Preferred Stock may not been redeemed before July 1, 2014, at or after which time the Series A Preferred Stock may be redeemed at the Company's option for $25.00 per share in cash. In the event of a change of control of the Company, the Series A Preferred Stock will be redeemable at the option of the Company (or the acquiring entity) in whole but not in part at (i) $25.75 per share if the redemption date is on or before July 1, 2012, (ii) $25.50 per share if the redemption date is after July 1, 2012 and on or before July 1, 2013, (iii) $25.25 per share if the redemption date is after July 1, 2013 and on or before July 1, 2014, and (iv) $25.00 per share if the redemption date is on or after July 2, 2014. There is no mandatory redemption of the Series A Preferred Stock. See the Certificate of Designation for additional information relating to the payment of dividends, voting rights, the ranking of the Series A Preferred Stock in comparison with the Company's other securities, and other matters.

Item 3.03.    Material Modification to Rights of Security Holders.

        The filing of the Certificate of Designation (defined above) and the issuance of the Series A Preferred Stock affects the holders of the Company's common stock to the extent provided for in the

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Certificate of Designation, which was filed with the Secretary of State of the State of Nevada on June 29, 2011. The information included in Item 1.01 of this Current Report on Form 8-K, including the description of the Certificate of Designation, is also incorporated by reference into this Item 3.03 of this Current Report on Form 8-K.

Item 5.03.    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

        The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03 of this Current Report on Form 8-K.

Items 7.01.    Regulation FD Disclosure

        On June 28, 2011, the Company issued a press release announcing pricing of a public offering of shares of the Company's 8.5% Series A Cumulative Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

        In accordance with General Instruction B.2 of Form 8-K, the information presented herein under this Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be "furnished" solely pursuant to Item 7.01 of this report and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or the Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.
  Description
  1.1   Underwriting Agreement, dated June 28, 2011, by and among Evolution Petroleum Corporation, and McNicoll, Lewis & Vlak LLC.

 

3.1

 

Certificate of Designation of Rights and Preferences of 8.5% Series A Cumulative Preferred Stock.

 

5.1

 

Opinion of Adams and Reese LLP dated June 29, 2011.

 

23.1

 

Consent of Adams and Reese LLP (included in Exhibit 5.1).

 

99.1

 

Press release dated June 28, 2011.

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SIGNATURES

        In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    EVOLUTION PETROLEUM CORPORATION

Date: June 29, 2011

 

By:

 

/s/ ROBERT S. HERLIN

Robert S. Herlin
Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit
No.
  Description
  1.1   Underwriting Agreement, dated June 28, 2011, by and among Evolution Petroleum Corporation, and McNicoll, Lewis & Vlak LLC.

 

3.1

 

Certificate of Designation of Rights and Preferences of 8.5% Series A Cumulative Preferred Stock.

 

5.1

 

Opinion of Adams and Reese LLP dated June 29, 2011.

 

23.1

 

Consent of Adams and Reese LLP (included in Exhibit 5.1).

 

99.1

 

Press release dated June 28, 2011.

5




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SIGNATURES
EXHIBIT INDEX

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Exhibit 1.1

EXECUTION COPY

EVOLUTION PETROLEUM CORPORATION

Series A Preferred Stock

UNDERWRITING AGREEMENT

June 28, 2011

McNicoll, Lewis & Vlak LLC
1251 Avenue of the Americas, 41st Floor
New York, NY 10020

Ladies and Gentlemen:

        Evolution Petroleum Corporation, a Nevada corporation (the " Company "), proposes, subject to the terms and conditions of this Underwriting Agreement (this " Agreement "), to issue and sell to the public through McNicoll, Lewis & Vlak LLC (the " Underwriter "), on a best efforts basis, 220,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share (the " Securities ").

        1.     Agreement to Act as Underwriter.     

        2.     Representations and Warranties of the Company.     The Company represents and warrants to, and agrees with, the Underwriter that:


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        3.     Purchase and Sale of Securities.     

        4.     Delivery of the Securities.     

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        5.     Certain Agreements of the Company.     The Company agrees with the Underwriter that:

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        6.     Free Writing Prospectuses.     

        7.     Conditions of the Obligations of the Underwriter.     The obligations of the Underwriter hereunder will be subject to the accuracy of the representations and warranties of the Company herein (as though made on the Closing), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

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        All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter.

        8.     Indemnification and Contribution.     

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23


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        9.     Termination.     

        10.     Survival of Certain Representations and Obligations.     The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter, the

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Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities.

        11.     Notices.     All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing and if sent to the Underwriter, shall be mailed, delivered or sent by facsimile transmission and confirmed to:

with a copy to (which shall not constitute notice):

and if to the Company, shall be mailed, delivered or sent by facsimile transmission and confirmed to:

with a copy (which shall not constitute notice) to:

Any such statements, requests, notices or agreements shall be effective only upon receipt. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

        12.     Successors.     This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 , and no other person will have any right or obligation hereunder.

        13.     Counterparts.     This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

        14.     Absence of Fiduciary Relationship.     The Company acknowledges and agrees that:

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        15.     Applicable Law.     This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

        16.   The Company and the Underwriter hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Underwriter irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

[ Remainder of page intentionally left blank. ]

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        If the foregoing is in accordance with the Underwriter's understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriter in accordance with its terms.

    Very truly yours,

 

 

EVOLUTION PETROLEUM CORPORATION

 

 

By:

 

/s/ ROBERT S. HERLIN

        Name:   Robert S. Herlin
        Title:   President and Chief Executive Officer

        The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

By:   MCNICOLL, LEWIS & VLAK LLC    

By:

 

/s/ PATRICE MCNICOLL


 

 
    Name:   Patrice McNicoll    
    Title:   Chief Executive Officer    


SCHEDULE I

1.
General Use Free Writing Prospectuses (included in the Disclosure Package):

        Free Writing Prospectus filed by the Company on June 27, 2011

        Free Writing Prospectus filed by the Company on June 28, 2011

2.
Other Information Included in the Disclosure Package:

        None




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EVOLUTION PETROLEUM CORPORATION Series A Preferred Stock UNDERWRITING AGREEMENT
SCHEDULE I

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Exhibit 3.1

EVOLUTION PETROLEUM CORPORATION

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

8.5% SERIES A CUMULATIVE PREFERRED STOCK

(Pursuant to Section 78.1955 of the Nevada Corporations Code)

        Evolution Petroleum Corporation, a corporation organized and existing under the Corporations Law of the State of Nevada, as amended (the " NRS "), in accordance with Section 78.1955 of the NRS, does hereby certify that:

        RESOLVED, that, pursuant to authority given by Article IV of the Articles of Incorporation (which authorized 5,000,000 shares of preferred stock, par value $0.001 per share), a new series of Preferred Stock in the Corporation, having the rights, preferences, privileges and restrictions, and the number of shares constituting such series and the designation of such series, set forth below be, and it hereby is, authorized by the Board of Directors as follows:

        Section 1.     Number of Shares and Designation.     This series of Preferred Stock shall be designated as 8.5% Series A Cumulative Preferred Stock, par value $0.001 per share (the " Series A Preferred Stock "), and the number of shares that shall constitute such series shall be 1,000,000.

        Section 2.     Definitions.     For purposes of the Series A Preferred Stock and as used in this Certificate, the following terms shall have the meanings indicated:

        " Board of Directors " shall mean the Board of Directors of the Corporation or any committee of members of the Board of Directors authorized by such Board of Directors to perform any of its responsibilities with respect to the Series A Preferred Stock.

        " Business Day " shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

        " Call Date " shall mean the date fixed for redemption of the Series A Preferred Stock and specified in the notice to holders required under paragraph (e) of Section 5 as the Call Date.

        " Certificate " shall mean this Certificate of Designations of Rights and Preferences of the Series A Preferred Stock.

        A " Change of Ownership or Control " shall be deemed to have occurred on the date (i) that a "person," "group" or "entity" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), directly or indirectly, of Voting Stock representing more than 50% of the total voting power of the total Voting Stock of the Corporation; (ii) that the Corporation sells, transfers or

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otherwise disposes of all or substantially all of its assets; or (iii) of the consummation of a merger or share exchange of the Corporation with another entity where the Corporation's stockholders immediately prior to the merger or share exchange would not beneficially own, immediately after the merger or share exchange, securities representing 50% or more of the outstanding Voting Stock of the entity issuing cash or securities in the merger or share exchange (without consideration of the rights of any class of stock to elect directors by a separate group vote), or where members of the Board of Directors immediately prior to the merger or share exchange would not, immediately after the merger or share exchange, constitute a majority of the board of directors of the entity issuing cash or securities in the merger or share exchange.

        " Common Stock " shall mean the shares of Common Stock, par value $0.001 per share, of the Corporation.

        " Dividend Default " shall have the meaning set forth in paragraph (b) of Section 3.

        " Dividend Payment Date " shall have the meaning set forth in paragraph (a) of Section 3.

        " Dividend Periods " shall mean monthly dividend periods commencing on the first day of each calendar month and ending on and including the day preceding the first day of the next succeeding Dividend Period; provided, however, that any Dividend Period during which any Series A Preferred Stock shall be redeemed pursuant to Section 5 shall end on and include the Call Date only with respect to the Series A Preferred Stock being redeemed.

        " Dividend Rate " shall mean the dividend rate accruing on the Series A Preferred Stock, as applicable from time to time pursuant to the terms hereof.

        " Dividend Record Date " shall have the meaning set forth in paragraph (a) of Section 3.

        " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

        " Junior Shares " shall have the meaning set forth in paragraph (b) of Section 7.

        " Listing Default " shall have the meaning set forth in paragraph (c) of Section 3.

        " Market Value " of a given security shall mean the average of the daily Trading Price per share of such security for the ten consecutive Trading Days immediately prior to the date in question.

        " National Market Listing " shall mean the listing or quotation, as applicable, of securities on or in the New York Stock Exchange, the NYSE Amex, The NASDAQ Global Market, The NASDAQ Global Select Market or The NASDAQ Capital Market or any comparable national securities exchange or national securities market.

        " Quarterly Dividend Period " shall mean quarterly dividend periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the next succeeding Quarterly Dividend Period.

        A " Quarterly Dividend Default " shall occur if the Corporation fails to pay cash dividends on the Series A Preferred Stock in full during any Dividend Period within a Quarterly Dividend Period, provided that only one Quarterly Dividend Default may occur during each Quarterly Dividend Period and only four Quarterly Dividend Defaults may occur during any calendar year.

        " Parity Shares " shall have the meaning set forth in paragraph (a) of Section 7.

        " Penalty Rate " shall mean 10.5% per annum.

        " Person " shall mean any individual, firm, partnership, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

        " SEC " shall have the meaning set forth in Section 9.

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        " Series A Preferred Stock " shall have the meaning set forth in Section 1.

        " set apart for payment " shall be deemed to include, without any further action, the following: the recording by the Corporation in its accounting ledgers of any accounting or bookkeeping entry that indicates, pursuant to an authorization by the Board of Directors and a declaration of dividends or other distribution by the Corporation, the initial and continued allocation of funds to be so paid on any series or class of shares of stock of the Corporation; provided, however, that if any funds for any class or series of Junior Shares or any class or series of Parity Shares are placed in a separate account of the Corporation or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series A Preferred Stock shall mean irrevocably placing such funds in a separate account or irrevocably delivering such funds to a disbursing, paying or other similar agent.

        " Stated Rate " shall mean 8.5% per annum.

        " Trading Day " shall mean, if a security is listed or admitted to trading on The NASDAQ Global Market, The NASDAQ Capital Market or The NASDAQ Global Select Market (each, a " NASDAQ Stock Market "), the New York Stock Exchange, the NYSE Amex or another national securities exchange or national securities market, a full day on which the NASDAQ Stock Market or such other national securities exchange or national securities market on which the security is traded is open for business and on which trades may be made thereon.

        " Trading Price " of a security on any Trading Day (excluding any after-hours trading as of such date) shall mean:

        " Transfer Agent " means Continental Stock Transfer & Trust Co., or such other agent or agents of the Corporation as may be designated by the Board of Directors or its duly authorized designee as the transfer agent, registrar and dividend disbursing agent for the Series A Preferred Stock.

        " Voting Preferred Stock " shall have the meaning set forth in Section 8.

        " Voting Stock " shall mean stock of any class or kind having the power to vote generally for the election of directors.

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        Section 3.     Dividends.     

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        Section 4.     Liquidation Preference.     

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        Section 5.     Redemption.     

(i)

 

if the Call Date is on or before July 1, 2012

  $ 25.75  

(ii)

 

if the Call Date is after July 1, 2012 and on or before July 1, 2013

 
$

25.50
 

(iii)

 

if the Call Date is after July 1, 2013 and on or before July 1, 2014

 
$

25.25
 

(iv)

 

if the Call Date is on or after July 2, 2014

 
$

25.00
 

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        Section 6.     Status of Acquired Shares.     All Series A Preferred Stock issued and redeemed by the Corporation in accordance with Section 5 above, or otherwise acquired by the Corporation, shall be restored to the status of authorized but unissued shares of undesignated Preferred Stock of the Corporation.

        Section 7.     Ranking.     Any class or series of shares of stock of the Corporation shall be deemed to rank:

        Section 8.     Voting Rights.     The Series A Preferred Stock shall have no voting rights, except as set forth in this Section 8.

        In the event of a Dividend Default or a Listing Default as identified in subparagraphs (b) and (c) of Section 3 hereof, the number of directors then constituting the Board of Directors shall increase by two, and the holders of Series A Preferred Stock, together with the holders of shares of every other series of Parity Shares upon which like voting rights have been conferred and are exercisable (any such other series, the " Voting Preferred Stock "), voting as a single class regardless of series, shall be entitled to elect two additional directors at any annual meeting of stockholders or special meeting held in place thereof, or at a special meeting of the holders of the Series A Preferred Stock and the Voting Preferred

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Stock called as hereinafter provided. Such voting rights shall continue until terminated as provided in subparagraph (b) or (c) of Section 3 hereof, as applicable, whereupon the terms of all persons elected as directors by the holders of the Series A Preferred Stock and the Voting Preferred Stock shall terminate and the number of directors constituting the Board of Directors shall decrease accordingly. At any time after such voting power shall have been so vested in the holders of Series A Preferred Stock and the Voting Preferred Stock, the Secretary of the Corporation may, and upon the written request of any holder of Series A Preferred Stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Series A Preferred Stock and of the Voting Preferred Stock for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the stockholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 75 days after receipt of any such request, then any holder of Series A Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the share records of the Corporation for the Series A Preferred Stock and Voting Preferred Stock. The directors elected at any such special meeting shall serve until the next annual meeting of the stockholders or special meeting held in lieu thereof and until their successors are duly elected and qualified, if such term shall not have previously terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Series A Preferred Stock and the Voting Preferred Stock, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Series A Preferred Stock and the Voting Preferred Stock or the successor of such remaining director, if any, to serve until the next annual meeting of the stockholders or special meeting held in place thereof and until their successors are duly elected and qualified, if such term shall not have previously terminated as provided above.

        So long as any Series A Preferred Stock are outstanding, the affirmative vote of the holders of at least two-thirds of the Series A Preferred Stock and the Voting Preferred Stock at the time outstanding, acting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

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        For purposes of the foregoing provisions of this Section 8, each share of Series A Preferred Stock shall have one vote per share, except that when any other series of Voting Preferred Stock shall have the right to vote with the Series A Preferred Stock as a single class on any matter, then the Series A Preferred Stock and such other series shall have with respect to such matters one vote per $25.00 of stated liquidation preference. Except as set forth herein, the Series A Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers other than as set forth herein, and the consent of the holders thereof shall not be required for the taking of any corporate action.

        No amendment to these terms of the Series A Preferred Stock shall require the vote of the holders of Common Stock (except as required by law) or any series of Preferred Stock other than the Voting Preferred Stock.

        Section 9.     Information Rights.     During any period in which the Corporation is not subject to Section 13 or 15(d) of the Exchange Act and any Series A Preferred Stock are outstanding, the Corporation shall (a) transmit by mail to all holders of Series A Preferred Stock, as their names and addresses appear in the Corporation's record books and without cost to such holders, copies of the annual reports and quarterly reports that the Corporation would have been required to file with the Securities and Exchange Commission (the " SEC ") pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such Sections (other than any exhibits that would have been required); and (b) promptly upon written request, supply copies of such reports to any prospective holder of Series A Preferred Stock. The Corporation shall mail the reports to the holders of Series A Preferred Stock within 15 days after the respective dates by which the Corporation would have been required to file the reports with the SEC if the Corporation were then subject to Section 13 or 15(d) of the Exchange Act, assuming the Corporation is a "non-accelerated filer" in accordance with the Exchange Act.

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        Section 10.     Record Holders.     The Corporation and the Transfer Agent shall deem and treat the record holder of any Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary,

        Section 11.     Sinking Fund.     The Series A Preferred Stock shall not be entitled to the benefits of any retirement or sinking fund.

        Section 12.     Conversion.     The Series A Preferred Stock shall not be convertible into or exchangeable for any stock or other securities or property of the Corporation.

        Section 13.     Book Entry.     The Series A Preferred Stock shall be issued initially in the form of one or more fully registered global certificates (" Global Preferred Stock "), which shall be deposited on behalf of the purchasers represented thereby with the Transfer Agent, as custodian for a securities depositary (the " Depositary ") that is a clearing agency under Section 17A of the Exchange Act (or with such other custodian as the Depositary may direct), and registered in the name of the Depositary or its nominee, duly executed by the Corporation and authenticated by the Transfer Agent. The number of Series A Preferred Stock represented by Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent and the Depositary as hereinafter provided. Members of, or participants in, the Depositary (" Agent Members ") shall have no rights under these terms of the Series A Preferred Stock with respect to any Global Preferred Stock held on their behalf by the Depositary or by the Transfer Agent as the custodian of the Depositary or under such Global Preferred Stock, and the Depositary may be treated by the Corporation, the Transfer Agent and any agent of the Corporation or the Transfer Agent as the absolute owner of such Global Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent or any agent of the Corporation or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Stock.

[SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed and acknowledged by Robert S. Herlin its Chief Executive Officer as of this 28th day of June, 2011.

    EVOLUTION PETROLEUM CORPORATION

 

 

By:

 

/s/ ROBERT S. HERLIN

        Name:   Robert S. Herlin
        Title:   President and Chief Executive Officer

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EVOLUTION PETROLEUM CORPORATION CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES 8.5% SERIES A CUMULATIVE PREFERRED STOCK (Pursuant to Section 78.1955 of the Nevada Corporations Code)

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Exhibit 5.1

[ADAMS AND REESE LETTERHEAD]

June 29, 2011

Evolution Petroleum Corporation
2500 City West Boulevard, Suite 1300
Houston, Texas 77042

Re:    Registration and Issuance of Securities of Evolution Petroleum Corporation

Ladies and Gentlemen:

        At your request, we have examined the Registration Statement (the "Registration Statement") on Form S-3 (File No. 333-168107) of Evolution Petroleum Corporation, a Nevada corporation (the "Company"), that became effective on September 2, 2010, the related base prospectus, which forms a part of and is included in the Registration Statement, the preliminary prospectus supplement filed with the Securities and Exchange Commission (the "Commission") on June 23, 2011, and the final prospectus supplement filed with the Commission on June 29, 2011 (collectively, the "Prospectus") pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the registration under the Securities Act of the offer and sale to the public through McNicoll, Lewis & Vlak LLC (the "Underwriters"), acting as agent and on a best efforts basis, of an aggregate of 220,000 shares (such shares, the "Preferred Shares") of the Company's 8.5% Series A Cumulative Preferred Stock, par value $0.001 per share and liquidation preference $25.00 per share (the "Series A Preferred Stock"). The Preferred Shares are being offered and sold pursuant to an underwriting agreement, dated June 28, 2011, by and between the Company and the Underwriter (the "Underwriting Agreement"), and the Certificate of Designation of Rights and Preferences with respect to the Series A Preferred Stock, adopted by the Company's Board of Directors on June 15, 2011 (the "Certificate of Designation").

        In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified copies or photocopies, and the authenticity of originals of such latter documents. The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America, the laws of the State of Texas and applicable provisions of the Nevada Revised Statutes and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We expressly disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that might affect any matter or opinion set forth herein.

        Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Preferred Shares are duly and validly authorized for issuance and, upon payment for and delivery of the Preferred Shares in accordance with the Underwriting Agreement, the Prospectus, and the Certificate of Designation, will be duly and validly issued, fully paid and non-assessable. We do not by this letter express any other opinion with respect to the Preferred Shares or any other matter.

        We hereby consent to the use of this opinion as an exhibit to the Company's Current Report on Form 8-K to be filed with the Commission on the date hereof and to the reference to this firm under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement. By giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

    Very truly yours,

 

 

/S/ ADAMS AND REESE LLP

 

 

ADAMS AND REESE LLP



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[ADAMS AND REESE LETTERHEAD]

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Exhibit 99.1

GRAPHIC


FOR IMMEDIATE RELEASE
  Company Contact:
Sterling McDonald, VP & CFO
(713) 935-0122
smcdonald@evolutionpetroleum.com

Lisa Elliott/lelliott@drg-l.com
Jack Lascar/jlascar@drg-l.com
DRG&L/713-529-6600


Evolution Petroleum Announces Pricing of Public Offering of
8.5% Series A Preferred Stock

Houston, TX, June 28, 2011—Evolution Petroleum Corporation (NYSE Amex: EPM) today reported that it has priced an underwritten public offering of 220,000 shares of its perpetual non-convertible 8.5% Series A Cumulative Preferred Stock (liquidation preference of $25.00 per share) at a public offering price of $23.00 per share. The effective current yield of the 8.5% Series A Cumulative Preferred Stock is 9.24%. The offering is expected to close on July 1, 2011, subject to customary closing conditions.

The offering is being made on a "best efforts" basis pursuant to an effective shelf registration statement that the Company previously filed with the Securities and Exchange Commission. Upon issuance, the Company anticipates that the 8.5% Series A Cumulative Preferred Stock will be listed for trading on the NYSE Amex under the ticker symbol "EPM.PR.A."

McNicoll, Lewis & Vlak LLC is acting as book running manager for the offering.

The net proceeds to the Company from the offering will be approximately $4.6 million after deducting underwriting discounts, commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes that may include, without limitation, capital expenditures on oil and gas properties. Pending any specific application, the Company may initially invest funds in short-term marketable securities.

A final prospectus supplement relating to the offering will be filed with the SEC. A copy can be obtained at the Securities and Exchange Commission's website, http://www.sec.gov , or by written request to Evolution Petroleum Corporation, 2500 CityWest Blvd, Suite 1300, Houston, Texas 77042, Attention: Chief Financial Officer. Alternatively, you may obtain this document by contacting the book-running manager as follows:

McNicoll, Lewis & Vlak LLC
Randy Billhardt
212-542-5882/
rbillhardt@mlvco.com


        This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Evolution Petroleum

        Evolution Petroleum Corporation develops incremental petroleum reserves and shareholder value by applying conventional and specialized technology to known oil and gas resources, onshore in the United States. Principal assets as of June 30, 2010 include 12.4 MMBOE of proved and 7.2 MMBOE of probable reserves. Producing assets include a CO 2 -EOR project with growing production in Louisiana's Delhi Field, horizontal wells in the Giddings Field of Central Texas and initial test wells in south Texas and eastern Oklahoma. Other assets include approximately 14,900 net acres in an emerging Woodford shale gas project in Eastern Oklahoma and a proprietary artificial lift technology designed to extend the life of horizontal wells with oil or associated water production. Additional information, including the Company's annual report on Form 10-K and its quarterly reports on Form 10-Q, is available on its website at ( www.evolutionpetroleum.com )

Cautionary Statement

        All statements contained in this press release regarding potential results and future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events, or otherwise. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in our documents filed from time to time with the United States Securities and Exchange Commission and other regulatory authorities. Statements regarding our ability to complete transactions, successfully apply technology applications in the re-development of oil and gas fields, realize future production volumes, realize success in our drilling and development activity and forecasts of legal claims, prices, future revenues and income and cash flows and other statements that are not historical facts contain predictions, estimates and other forward-looking statements. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved and these statements will prove to be accurate. Important factors could cause actual results to differ materially from those included in the forward-looking statements.

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Evolution Petroleum Announces Pricing of Public Offering of 8.5% Series A Preferred Stock