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): January 14, 2022
Evolution Petroleum Corporation
(Exact name of registrant as specified in its charter)
001-32942
(Commission File Number)
Nevada | 41-1781991 | |||||||
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
1155 Dairy Ashford Road, Suite 425, Houston, Texas | 77079 | |||||||
(Address of Principal Executive Offices) | (Zip Code) |
(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 (see General Instruction A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||||||||||||
Common Stock, $0.001 par value | EPM | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
Emerging growth company o | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
Item 1.01 Entry into a Material Definitive Agreement.
The information included in Item 2.01 below is incorporated herein by reference.
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 |
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SIGNATURES
Pursuant to 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 (Registrant) | |||||||||||
Date: | January 21, 2022 | By: | /s/ RYAN STASH | ||||||||
Name: | Ryan Stash | ||||||||||
Title: | Senior Vice President, Chief Financial Officer | ||||||||||
and Treasurer |
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