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Nevada
(State or other jurisdiction of incorporation or organization) |
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41-1781991
(IRS Employer Identification No.) |
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Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425 Houston, Texas 77079 (713) 935-0122
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
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Jason E. Brown
President and Chief Executive Officer Evolution Petroleum Corporation 1155 Dairy Ashford Road, Suite 425 Houston, Texas 77079 (713) 935-0122
(Name and address, including zip code, and telephone
number, including area code, of agent for service) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☐
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| | | | | 24 | | | |
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SEC registration fee
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| | | $ | 50,350* | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Transfer agent and registrar fees and expenses
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Printing expenses
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| | | | ** | | |
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Miscellaneous expenses
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| | | | ** | | |
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Total
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| | | $ | ** | | |
Exhibit
Number |
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Description
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| | 1.1* | | | | Form of Underwriting Agreement for Common Stock. | |
| | 1.2* | | | | Form of Underwriting Agreement for Preferred Stock. | |
| | 1.3* | | | | Form of Underwriting Agreement for Warrants. | |
| | 1.4* | | | | Form of Underwriting Agreement for Debt Securities. | |
| | 4.1 | | | | | |
| | 4.2 | | | | | |
| | 4.3 | | | | | |
| | 4.4 | | | |
Certificate of Designation of Rights and Preferences for the Company’s 8.5% Series A Cumulative
Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on June 29, 2011). |
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| | 4.5 | | | | | |
| | 4.6 | | | | Specimen form of the Company’s Common Stock Certificate (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-3/A, filed on June 19, 2013 (File No. 333-188705)). | |
| | 4.7 | | | | | |
| | 4.8 | | | | | |
| | 4.9 | | | | | |
| | 4.10 | | | | | |
| | 4.11 | | | | | |
| | 4.12 | | | |
Form of Performance Share Unit Award Agreement under 2016 Equity Incentive Plan as Revised
on July 9, 2019 (incorporated by reference to Exhibit 4.13 of the Company’s Form 10-K on September 13, 2019). |
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| | 4.13 | | | | | |
| | 4.14 | | | | | |
| | 4.15* | | | | Form of Common Stock Warrant Agreement (including form of Common Stock Warrant Certificate). | |
| | 4.16* | | | | Form of Preferred Stock Warrant Agreement (including form of Preferred Stock Warrant Certificate). | |
| | 4.17* | | | | Form of Debt Securities. | |
| | 5.1** | | | | | |
| | 5.2** | | | | | |
| | 23.1** | | | | | |
| | 23.2** | | | | |
Exhibit
Number |
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Description
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| | 23.3** | | | | | |
| | 23.4** | | | | | |
| | 23.5** | | | | | |
| | 23.6** | | | | | |
| | 24.1** | | | | | |
| | 25.1*** | | | | Form T-1 Statement of Eligibility and Qualification of the Trustee under the Indenture with respect to Senior Debt Securities. | |
| | 25.2*** | | | | Form T-1 Statement of Eligibility and Qualification of the Trustee under the Indenture with respect to Subordinated Debt Securities. | |
| | 107** | | | | |
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Signature
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Title
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/s/ Jason E. Brown
Jason E. Brown
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President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Ryan Stash
Ryan Stash
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Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
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/s/ Robert S. Herlin
Robert S. Herlin
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| | Chairman of the Board | |
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/s/ Edward J. DiPaolo
Edward J. DiPaolo
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| | Lead Director | |
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/s/ Marjorie A. Hargrove
Marjorie A. Hargrove
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| | Director | |
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/s/ William Dozier
William Dozier
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| | Director | |
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/s/ Kelly W. Loyd
Kelly W. Loyd
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| | Director | |
Exhibit 5.1
Mayer Brown LLP 700 Louisiana Street Suite 3400 Houston, TX 77002-2730 United States of America |
T: +1 713 238 3000 F: +1 713 238 4888 |
mayerbrown.com
June 3, 2022
Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425
Houston,
Texas 77079
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Evolution Petroleum Corporation, a Nevada corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the general rules and regulations promulgated under the Act, of the following securities:
(i) shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”);
(ii) shares of preferred stock, par value $0.001 per share, of the Company (the “Preferred Stock”), which may be issued in one or more series;
(iii) warrants for the purchase of shares of Common Stock or shares of Preferred Stock (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into between the Company and one or more warrant agents to be named therein;
(iv) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under an indenture proposed to be entered into by the Company and the trustee to be named therein, the form of which is filed as an exhibit to the Registration Statement (the “Indenture”);
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
(v) such indeterminate number of shares of Common Stock or Preferred Stock as may be issued upon conversion, redemption, exchange, exercise or settlement, as applicable, of any shares of Preferred Stock, Warrants or Debt Securities that provide for such conversion, redemption, exchange, exercise or settlement, including such shares of Common Stock or shares of Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The shares of Common Stock, shares of Preferred Stock, Warrants, Debt Securities and Indeterminate Securities offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”
As used herein, “Transaction Documents” means the Warrant Agreements, the Indenture and any applicable underwriting or purchase agreement.
The board of directors of the Company (the “Board”) has taken and will take from time to time corporate action relating to the offer, sale and issuance of any Securities (the “Corporate Proceedings”). Certain terms of any class or series of Securities may be established by certain officers of the Company who will be authorized by the Corporate Proceedings.
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinions expressed herein, we have examined (i) the Registration Statement, (ii) a copy of the Indenture, and (iii) the opinion of Fennemore Craig, P.C., special Nevada counsel to the Company, dated as of the date hereof and filed as Exhibit 5.2 to the Registration Statement.
In addition, we have examined such other documents, certificates and opinions and have made such further investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties, we have assumed the due authorization, execution and delivery of all documents, and we have assumed the validity and enforceability of all documents against all parties thereto, other than the Company, in accordance with their respective terms.
We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will be declared effective by the Commission and remain effective under the Act; (ii) a prospectus supplement, pricing supplement and/or term sheet will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iii) all Securities will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, pricing supplement and/or term sheet; (iv) a definitive Transaction Document and any other necessary agreement with respect to any Securities offered and sold will have been duly authorized and validly executed and delivered by the parties thereto; (v) any Securities offered and sold will be sold and delivered at the price and in accordance with the terms of the applicable Transaction Document and as set forth in the Registration Statement and the appropriate prospectus supplement, pricing supplement and/or term sheet; (vi) the Indenture, and any supplemental indenture relating to a particular series of Debt Securities, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (vii) the applicable Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended (the “Indenture Act”); (viii) the issue price for any shares of Common Stock or Preferred Stock, including upon any exercise of Warrants or upon conversion of any shares of Preferred Stock or Debt Securities, will be at a price not less than the par value of such Common Stock or Preferred Stock, as the case may be; (ix) the certificates, if required, evidencing any Securities offered and sold have been duly executed and delivered; (x) the Corporate Proceedings with respect to any Securities offered and sold and their offering and issuance will have been completed; (xi) New York law will be chosen to govern the applicable Transaction Document for any offer and sale of Securities, and that such choice in each case is a valid and legal provision; (xii) the terms of the Securities offered and sold will not violate any applicable law or the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company, and such terms will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (xiii) the Company will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Securities being offered and to execute and deliver the applicable Transaction Document.
As to matters of fact material to our opinions, we have, to the extent we deemed such reliance appropriate, relied upon certificates of officers of the Company and of public officials with respect to the Company.
Based upon and subject to the foregoing, and having regard for legal considerations that we deem relevant, we are of the opinion that:
(1) with respect to any Warrants offered by the Company (the “Offered Warrants”), assuming (a) the due authorization thereof; (b) the completion of the Corporate Proceedings with respect thereto; (c) the consistency of the terms thereof with the description of the Warrants contained in the Registration Statement and any applicable prospectus supplement; (d) the due authorization of the shares of Common Stock or Preferred Stock underlying the Offered Warrants; and (e) the due authorization, execution and delivery of the applicable Warrant Agreement by the parties thereto, the Offered Warrants, when duly executed and countersigned in accordance with the applicable Warrant Agreement and delivered in accordance with the applicable Transaction Document approved by the Board, against payment therefor in accordance with such authorization and applicable law and in the manner and for the consideration stated in the applicable Transaction Document, the Registration Statement and the applicable prospectus supplement, will constitute valid and legally binding obligations of the Company, will be entitled to the benefits provided by the applicable Warrant Agreement and will be enforceable against the Company in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
(2) with respect to any series of Debt Securities offered by the Company (the “Offered Debt Securities”), assuming (a) the due authorization thereof; (b) the completion of the Corporate Proceedings with respect thereto; (c) the consistency of the terms thereof with the description of the Debt Securities contained in the Registration Statement and any applicable prospectus supplement; and (d) the Indenture and any applicable supplemental indenture thereto has been duly authorized, validly executed and delivered by the parties thereto, the Offered Debt Securities, when duly executed and delivered and authenticated in accordance with the Indenture and when payment therefor is received, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforceability, to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
In rendering the opinion in paragraph (2), we have assumed that the trustee is or, at the time the applicable Indenture is signed, will be qualified to act as trustee under the applicable Indenture and the Indenture Act, and that the trustee has or will have duly executed and delivered the applicable Indenture.
We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (ii) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
The foregoing opinions expressed herein are limited to matters governed by the federal laws of the United States of America and the laws of the State of New York and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus supplement, pricing supplement, term sheet or other offering material regarding the Company or the Securities or their offering and sale.
The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law that may hereafter occur.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours, | |
/s/ Mayer Brown LLP |
Exhibit 5.2
7800 Rancharrah Parkway Reno, NV 89511 PH (775) 788-2200 | FX (775) 786-1177 fennemorecraig.com |
June 3, 2022
Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425
Houston, Texas 77079
Re: | Shelf Registration on Form S-3 for Evolution Petroleum Corporation |
Ladies and Gentlemen:
We are acting as special Nevada counsel to Evolution Petroleum Corporation, a Nevada corporation (the “Company”) in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) relating to the offering from time to time, under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of the following securities of the Company with an aggregate offering price of up to $500,000,000: (i) shares of the Company’s common stock, par value $0.001 per share, in one or more series (the “Common Stock”); (ii) shares of the Company’s preferred stock, par value $0.001 per share, in one or more series (the “Preferred Stock”); (iii) debt securities in one or more series(“Debt Securities”); and (iv) warrants for the purchase of Common Stock or Preferred Stock (the “Warrants”). The Common Stock, the Preferred Stock, the Debt Securities, and the Warrants are collectively referred to as the “Securities.” The offering of the Securities will be as set forth in the base prospectus contained in the Registration Statement and supplements to such prospectus (collectively, the “Prospectus”).
For the purpose of rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true copies, of such records, documents, instruments and certificates as, in our judgment, are necessary or appropriate to enable us to render the opinions set forth below, including, but not limited to, the following:
A. Registration Statement, including the Prospectus contained therein;
B. The Articles of Incorporation and Bylaws of the Company, each as amended to date (collectively, the “Governing Documents”); and
June 3, 2022
Page 2
C. Such corporate records and proceedings, minutes, consents, actions and resolutions of the board of directors as we have deemed necessary as a basis for the opinions expressed below.
We have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for the purposes of this opinion. We have also obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for the purpose of rendering this opinion.
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (ii) all corporate records made available to us by the Company and all public records we have reviewed are accurate and complete; and (iii) at the time the shares of Common Stock and Preferred Stock being registered under the Registration Statement are issued, there will be sufficient authorized but unissued Common Stock and Preferred Stock, as the case may be, available to allow for such issuance.
Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the state of Nevada. We express no opinion concerning any securities law or rule.
Based on the foregoing, and in reliance thereon, we are of the opinion that:
1. | When and to the extent (a) the board of directors of the Company or an authorized and duly formed committee thereof (collectively, the “Board of Directors”) has taken all necessary corporate action to authorize and approve the issuance and sale of any shares of Common Stock or Preferred Stock (and, with respect to Preferred Stock, to approve a certificate of designations), (collectively, the “Offered Stock”); (b) with respect to Preferred Stock the relevant certificate of designations (the “Certificate of Designations”) has been filed in the office of the Secretary of State of Nevada; (c) stock certificates of the Company representing the shares of Offered Stock, in a form approved by the Board of Directors and otherwise compliant with law have been delivered to the subscribers for or purchasers of such Offered Stock; and (d) the Company has received such consideration per share of Offered Stock as has been prescribed by the Board of Directors, such shares of Offered Stock including, without limitation, shares of Common Stock or Preferred Stock issuable upon the due and proper conversion of any validly issued Preferred Stock or Debt Securities that constitute binding obligations of the Company, or in connection with the exercise of validly issued Warrants that constitute binding obligations of the Company, will be validly issued, fully paid and, with respect to shares of Preferred Stock, except to the extent provided to the contrary in the applicable Certificate of Designations creating the relevant series of Preferred Stock, nonassessable. |
June 3, 2022
Page 3
2. | Assuming (i) any indentures (including any Debt Security issued thereunder) under which Debt Securities are to be issued (“Indentures”), and Warrants to be entered into by and between the Company and any purchasers or subscribers have been duly authorized by the Board of Directors; (ii) the trustee (“Trustee”) under an Indenture is qualified to act as Trustee under any Indenture; (iii) any Indenture (including any Debt Security issued thereunder), or Warrant has been duly executed and delivered by the parties thereto to the extent due execution and delivery are prerequisites to the effectiveness thereof; (iv) any applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (v) the obligations of each party (other than the Company) set forth in any Indenture (including any Debt Security issued thereunder), or Warrant is such party’s valid and binding obligations, and are enforceable against each party thereto in accordance with their respective terms; and (vi) the Debt Securities are issued in accordance with the terms of the relevant Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Debt Securities, upon payment of the consideration therefor provided for therein, each as applicable: |
a. | The Debt Securities will be validly issued and will constitute binding obligations of the Company; and |
b. | The Warrants will be validly issued and will constitute binding obligations of the Company. |
This opinion is issued in the State of Nevada. By issuing this opinion, Fennemore Craig, P.C. (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.
June 3, 2022
Page 4
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters.” We further consent to the incorporation by reference of this opinion and consent in any registration statement filed pursuant to Rule 462(b) under the Act with respect to the Securities. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of Regulation S-K. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities.
Very truly yours, | |
/s/ Fennemore Craig, P.C. | |
Fennemore Craig, P.C. |
CDOL/CETE |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on FormS-3 of Evolution Petroleum Corporation, of our report dated September 14, 2021, relating to the consolidated financial statements of Evolution Petroleum Corporation (the “Company”), appearing in the Annual Report on Form10-K of the Company for the year ended June 30, 2021, filed with the Securities and Exchange Commission. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Moss Adams LLP
Houston, Texas
June 3, 2022
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statements on Form S-3 of Evolution Petroleum Corporation of our report dated March 30, 2022, relating to the Statement of Revenues and Direct Operating Expenses of certain oil and gas properties of Foundation Energy Fund VII-A, L.P. and Foundation Energy Management, LLC acquired by Evolution Petroleum Corporation for the nine-months ended September 30, 2021, which report appears in the Current Report on Form 8-K/A of Evolution Petroleum Corporation filed on March 30, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Moss Adams LLP
Houston, Texas
June 3, 2022
Exhibit 23.5
Degolyer And Macnaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
June 3, 2022
Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425
Houston, Texas 77079
Ladies and Gentlemen:
We hereby consent to the use of the name DeGolyer and MacNaughton, to references to DeGolyer and MacNaughton, to the inclusion of our report of third party dated August 2, 2021, and to the inclusion of information taken from our report entitled “Report as of June 30, 2021 on Reserves and Revenue of Certain Properties with interests attributable to Evolution Petroleum Corporation” in the Annual Report on Form 10-K of Evolution Petroleum Corporation for the year ended June 30, 2021. We also consent to the reference to us under the caption “Experts” in the Prospectus, which is part of this Registration Statement
Very truly yours, | |
/s/ DeGOLYER and MacNAUGHTON | |
DeGOLYER and MacNAUGHTON | |
Texas Registered Engineering Firm F-716 |
Exhibit 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-3 of Evolution Petroleum Corporation (the “Company”) with respect to the information from our firm’s reserves report as of September 30, 2021, included in or made a part of the Current Report on Form 8-K/A of the Company, dated March 30, 2022, as well as in the notes to the financial statements included therein, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We also consent to the reference to us under the caption “Experts” in the Prospectus, which is part of this Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||
By: | /s/ Richard B. Talley, Jr. | |
Richard B. Talley, Jr., P.E. | ||
Chief Executive Officer |
Houston, Texas
June 3, 2022
Exhibit 107
Calculation of Filing Fee Table
FORM S-3
(Form Type)
Evolution
Petroleum Corporation
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered and Carryforward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||
Fees to be Paid | ||||||||||||||||||||||||||||
Fees Previously Paid | ||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||
Carry Forward Securities | Equity | Common Stock, par value $0.001 | 415(a)(6) | _ | _ | _ | _ | _ | S-3 | 333-231412 | May 31, 2019 | |||||||||||||||||
Carry Forward Securities | Equity | Preferred Stock, par value $0.001 | 415(a)(6) | _ | _ | _ | _ | _ | S-3 | 333-231412 | May 31, 2019 | |||||||||||||||||
Carry Forward Securities | Debt | Debt Securities | 415(a)(6) | _ | _ | _ | _ | _ | S-3 | 333-231412 | May 31, 2019 | |||||||||||||||||
Carry Forward Securities | Other | Warrants | 415(a)(6) | _ | _ | _ | _ | _ | S-3 | 333-231412 | May 31, 2019 | |||||||||||||||||
Carry Forward Securities | Unallocated (Universal) Shelf | Unallocated
(Universal) Shelf | 415(a)(6) | _ | _ | $ | 500,000,000 | (3) | _ | _ | S-3 | 333-231412 | May 31, 2019 | $ | 50,350 | (4) | ||||||||||||
Total offering Amounts | $ | 500,000,000 | ||||||||||||||||||||||||||
Total Fees Previously Paid | _ | _ | _ | $ | 50,350 | (4) | _ | _ | _ | _ | ||||||||||||||||||
Net Fee Due | _ | _ | _ | $ | 0 | _ | _ | _ | _ |
(1) | There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, as may be issued upon conversion, redemption, exchange, exercise or settlement, as applicable, of any shares of preferred stock, warrants or debt securities that provide for such conversion, redemption, exchange, exercise or settlement, including such shares of common stock or shares of preferred stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering or as may be issuable as a result of stock splits, stock dividends or similar transactions, pursuant to Rule 416 under the Securities Act (the “Indeterminate Securities”). The shares of common stock, shares of preferred stock, warrants, debt securities and Indeterminate Securities offered pursuant to the registration statement shall have an aggregate initial offering price not to exceed $500,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
(2) | The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. |
(3) | The proposed maximum aggregate offering price reflected in the table has been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
(4) | The Registrant previously paid a filing fee of $50,350 in connection with the registration of $500,000,000 in aggregate offering price of securities pursuant to the registration statement on Form S-3 (File Number 333-231412) filed on May 31, 2019 (the “Unsold Securities”), of which $500,000,000 remains unsold. The Registrant expects to carry forward to this registration statement the remaining portion of the Unsold Securities pursuant to Rule 415(a)(6) under the Securities Act. |