Issuer:

Evolution Petroleum Corporation, a Nevada corporation

Securities:

8.5% Series A Cumulative Preferred Stock (the “Shares”)

Offering Size:

220,000 Shares

Best Efforts:

The underwriters are selling the shares of 8.5% Series A Cumulative Preferred Stock on a “best efforts” basis and are not required to sell any specific number or dollar amount of securities, but will use their best efforts to sell the securities offered in the prospectus supplement

Ticker/Exchange:

Anticipated to be EPM.PR.A / NYSE Amex

Public Offering Price:

$23.00 per Share

Liquidation Preference:

$25.00 per Share

Stated Dividend Rate:

8.5% per annum, payable monthly

Equivalent Annual Payment at Stated Rate:

$2.125 per Share

Penalty Dividend Rate:

10.5%

Equivalent Annual Payment at Penalty Rate:

$2.625 per Share

Dividend Dates:

The last day of each month.

First Dividend Payment Date:

At the end of July 2011

First Optional Call Date:

July 1, 2014, unless subject to a special redemption upon a Change of Ownership or Control, in which case securities are redeemable at any point within 90 days from such Change of Ownership or Control, as described in the prospectus supplement

Voting Rights:

Only with respect to adverse material changes to the terms of the Shares. In addition, during the pendency of a penalty dividend period (resulting from the failure to pay dividends or maintain the listing of the Shares), the right to elect two directors, as described in the prospectus supplement

Maturity:

None (perpetual, subject to discretionary redemption by us after July 1, 2014 or at any time within 90 days of change of ownership or control, as described in the preliminary prospectus supplement)

Underwriting Commissions:

$253,000

Per Share Proceeds to Issuer:

$21.85 per Share or an aggregate of approximately $4.8 million

Aggregate Proceeds to Issuer:

We will receive net proceeds of approximately $4.6 million from our sale of 220,000 Shares of 8.5% Series A Preferred Stock in this offering, after deducting the underwriting commissions and $200,000 estimated offering expenses payable by us

Use of Proceeds:

We intend to use the net proceeds from the sale of the securities offered by us under this prospectus supplement for general corporate purposes, which may include without limitation, capital expenditures on oil and gas properties. Pending any specific application, we may initially invest funds in short-term marketable securities.

Trade Date:

July 1, 2011

Settlement Date:

July 1, 2011

Book Running Manager:

McNicoll, Lewis & Vlak LLC