The offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292785), declared effective January 27, 2026, and a prospectus supplement dated August 18, 2026 (filed as a final Form 424B5 on August 19, 2026). Per the final pricing table in the prospectus supplement, the underwriting discount was $0.195 per share ($721,500 in total), leaving proceeds to the company, before expenses, of $3.055 per share, or $11,303,500 in aggregate. The company separately estimated approximately $10.8 million of net proceeds after underwriting discounts, commissions, and estimated offering expenses (assuming no over-allotment exercise), rising to approximately $12.4 million if the underwriters' option was exercised in full.
Roth Capital Partners acted as sole book-running manager, Northland Capital Markets acted as co-manager, and A.G.P./Alliance Global Partners served as financial advisor to the company in connection with the offering. The company granted the underwriters a 30-day option to purchase up to an additional 555,000 shares at the public offering price, less the underwriting discount, to cover over-allotments. According to the Form 8-K filed August 20, 2026 (which disclosed the underwriting agreement entered into on August 18, 2026), the underwriters exercised that over-allotment option in full on August 19, 2026, bringing total shares sold to 4,255,000 and total net proceeds from the offering plus the option exercise to approximately $12.4 million. The offering closed on August 20, 2026, with shares delivered through the book-entry facilities of the Depository Trust Company.
Evolution intends to use the net proceeds to fund a portion of the purchase price for its previously announced acquisition of oil and natural gas mineral, royalty, and overriding royalty interests in the Midland Basin (Reagan, Upton, Glasscock, Midland, and Martin Counties, Texas), together with borrowings under its senior secured reserve-based credit facility and cash on hand, and for general corporate purposes, which may include repayment of a portion of outstanding borrowings under that credit facility. The acquisition, structured as a Purchase and Sale Agreement signed August 18, 2026 by Evolution's subsidiary Evolution Minerals, LLC, carried a base purchase price of $16,000,000 in cash and closed on August 20, 2026, the same day as the equity offering, according to the company's Form 8-K filings dated August 18 and August 21, 2026. The prospectus supplement noted the equity offering was not conditioned on completion of the acquisition. As of June 30, 2026, the company had approximately $56.5 million outstanding under its credit facility and $0.8 million in letters of credit outstanding, at a weighted average interest rate of 6.69% for the year then ended; the facility matures June 30, 2028.
The underwriting agreement included customary representations, warranties, and indemnification obligations, and the company and its executive officers and directors agreed to a lock-up restricting sales of common stock or related securities for 60 days after the date of the underwriting agreement, subject to the underwriters' written consent.
Legal matters for the issuance of the common stock were passed upon for the company by Mayer Brown LLP and Fennemore Craig, P.C. (Reno, Nevada), while Porter Hedges LLP (Houston, Texas) passed upon certain matters for the underwriters, per the "Legal Matters" section of the final prospectus supplement.
No free writing prospectus pricing term sheet was identified in the company's EDGAR filing history for this offering; pricing terms were instead disclosed through the final Form 424B5 prospectus supplement and the Form 8-K/press release dated August 19-20, 2026.