Code of Ethics

EVOLUTION PETROLEUM CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction.
Evolution Petroleum Corporation (the “Company”) will conduct its business honestly
and ethically wherever we operate. We will constantly attempt to improve the quality
of our services, products and operations and will maintain a reputation for honesty,
fairness, respect, responsibility, integrity, trust and sound business judgment. No
illegal or unethical conduct on the part of our directors, officers or employees or their
affiliates is in the Company’s best interest. The Company will not compromise its
principles for short-term advantage. The honest and ethical performance of the
Company is the sum of the ethics of the men and women who work here. Therefore,
we are all expected to adhere to high standards of personal integrity.
This Code of Business Conduct and Ethics (this “Code”) covers a wide range of
business practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all directors, officers and employees of the
Company. All of our directors, officers and employees must conduct themselves
accordingly. This Code should also be provided to and followed by the Company’s
other agents and representatives, including consultants.
In accordance with applicable law, this Code will be filed with the Securities and
Exchange Commission (the “SEC”), posted on the Company’s website and/or
otherwise made available for examination by our stockholders.

Section 1. Compliance with Applicable Laws, Rules and Regulations.

Obeying the law, both in letter and in spirit, is the foundation on which the
Company’s ethical standards are built. All directors, officers and employees must
respect and obey the laws of the United States and of the cities, states and countries in
which we operate. In particular, all directors, officers and employees must comply
with federal securities laws, rules and regulations that govern the Company.

Section 2. Avoidance of Conflicts of Interest.

The Company’s directors, officers and employees must not permit their personal
interests to conflict with the interests of the Company. A “conflict of interest” exists
when an officer, director or employee of the Company directly or indirectly
participates in, or owns any interest in any business that (i) Directly Competes with
the Company or any of its subsidiaries, or (ii) provides material amounts of services
or products to the Company, provided, however, that this definition shall not prohibit
officers directors or employees’ ownership of not more than five (5) percent of the
voting stock of any publicly held corporation. For purposes of this Code of Ethics,
“Directly Compete” means to engage in the same activities of the Company, or
otherwise inhibit the activities of the Company, in an oil or gas field in which the
Company owns an interest or in which the Company is actively seeking to own an
interest. For clarification, officers, directors and employees can engage in activities in
the same line of business as the Company and its subsidiaries, including working in
the same state, provided that such activities do not Directly Compete with the
Company.
A “conflict of interest” also exists when a person’s private interests interfere with the
Company’s interests. A conflict situation can arise when a director, officer or
employee takes actions, or has interests, that may make it difficult to perform his or
her Company work objectively and effectively. Conflicts of interest may also arise
when a director, officer or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position with the Company. Loans
to, or guarantees of the obligations of, directors, officers and employees and their
family members may create conflicts of interest. Conflicts of interest are prohibited
under this Code except in limited cases under guidelines or exceptions specifically
approved in advance by the Board of Directors.
Conflicts of interest may not always be clear-cut, so if you have a question, you
should consult with our Chief Financial Officer, whose telephone number and address
are set forth in Section 15 below. Any director, officer or employee who becomes
aware of any transaction or relationship that is a conflict of interest or a potential
conflict of interest should bring it to the attention of our Chief Financial Officer.

Section 3. Bribes, Kickbacks and Gifts.

No bribes, kickbacks or other similar remuneration or consideration may be given to

any person or organization in order to attract or influence business activity. The
United States Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. Therefore, this Code strictly prohibits
making illegal payments to government officials of any country.
The Company’s directors, officers and employees are also prohibited from receiving
or providing gifts, gratuities, fees or bonuses as an inducement to attract or influence
business activity. No entertainment should ever be offered, given or accepted by any
director, officer or employee (or any family member of any such person) in
connection with our business activities unless it: (a) is consistent with customary
business practices; (b) is not excessive in value; (c) cannot be construed as a bribe or
payoff; and (d) does not violate any laws or regulations. Please discuss with your
supervisor or our Chief Financial Officer any entertainment that you are not certain is
appropriate.

Section 4. Confidential Information.

Our directors, officers and employees will often come into contact with, or have
possession of, confidential information about the Company or our operating or non-
operating interest owners, suppliers, customers or affiliates, and they must take all
appropriate steps to assure that the confidentiality of such information is maintained.
Confidential information includes all material nonpublic information that might be of
use to competitors or harmful to the Company if disclosed. It also includes material
nonpublic information that our operating or non-operating interest owners, suppliers,
customers or affiliates have entrusted to us.
Confidential information, whether it belongs to the Company or any of our operating
or non-operating interest owners, suppliers, customers or affiliates, may include,
among other things, oil & gas prospect information (including maps, technical data,
interpretations, sensitive acreage positions and proprietary oil and gas information of
every kind), strategic business plans, actual operating results, projections of future
operating results, marketing strategies, customer lists, personnel records, proposed
acquisitions and divestitures, new investments, changes in dividend policies, the
proposed issuance of additional securities, management changes or manufacturing
costs, processes and methods. Confidential information about our Company and other
companies, individuals and entities must be treated with sensitivity and discretion and
only be disclosed to persons within the Company whose positions require use of that
information or if disclosure is required by applicable laws, rules and regulations.
Confidential information may not be used on behalf of third parties to the detriment of
the Company.

Section 5. Insider Trading.

Trading in the Company’s securities is covered by the Company’s Insider Trading

Policy previously distributed to all employees, which Policy is hereby incorporated in
its entirety in this Code. If you would like to receive another copy of the Insider
Trading Policy or have any questions regarding such Policy, please contract our Chief
Financial Officer.
Section 6. Public Disclosure of Information Required by the Securities Laws.

The Company is a public company that is required to file various reports and other
documents with the SEC. An objective of this Code is to ensure full, fair, accurate,
timely and understandable disclosure in the reports and other documents that we file
with, or otherwise submit to, the SEC and in the press releases and other public
communications that we distribute.
The federal securities laws, rules and regulations require the Company to maintain
“disclosure controls and procedures,” which are controls and other procedures that are
designed to ensure that financial information and non-financial information that is
required to be disclosed by us in the reports that we file with or otherwise submit to
the SEC (i) is recorded, processed, summarized and reported within the time periods
required by applicable federal securities laws, rules and regulations and (ii) is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, in a manner allowing timely decisions by them
regarding required disclosure in the reports.
Some of our directors, officers and employees will be asked to assist management in
the preparation and review of the reports that we file with the SEC, including
recording, processing, summarizing and reporting to management information for
inclusion in these reports. If you are asked to assist in this process, you must comply
with all disclosure controls and procedures that are communicated to you by
management regarding the preparation of these reports. You must also perform with
diligence any responsibilities that are assigned to you by management in connection
with the preparation and review of these reports, and you may be asked to sign a
certification to the effect that you have performed your assigned responsibilities.
SEC regulations impose upon our Chief Executive Officer and Chief Financial Officer
various obligations in connection with annual and quarterly reports that we file with
the SEC, including responsibility for:

• Establishing and maintaining disclosure controls and procedures and internal

control over financial reporting that, among other things, ensure that material
information relating to the Company is made known to them on a timely basis;
• Designing the Company’s internal control over financial reporting to provide
reasonable assurances that the Company’s financial statements are fairly
presented in conformity with generally accepted accounting principles;
• Evaluating the effectiveness of the Company’s disclosure controls and
procedures and internal control over financial reporting;
• Disclosing (i) specified deficiencies and weaknesses in the design or operation
of the Company’s internal control over financial reporting, (ii) fraud that
 involves management or other employees who have a significant role in the
Company’s internal control over financial reporting, and (iii) specified changes
relating to the Company’s internal control over financial reporting; and
• Providing certifications in the Company’s annual and quarterly reports
regarding the above items and other specified matters.

This Code requires our Chief Executive Officer and Chief Financial Officer to carry
out their designated responsibilities in connection with our annual and quarterly
reports, and this Code requires you, if asked, to assist our executive officers in
performing their responsibilities under these SEC regulations.

Section 7. Record-Keeping.

The Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. For example, only the true and actual
number of hours worked should be reported. Also, business expense accounts must be
documented and recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or our Chief Executive Officer.
All of the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must accurately and appropriately reflect the
Company’s transactions and must conform both to applicable legal requirements and
to the Company’s internal control over financial reporting and disclosure controls and
procedures. All transactions must be recorded in a manner that will present accurately
and fairly our financial condition, results of operations and cash flows and that will
permit us to prepare financial statements that are accurate, complete and in full
compliance with applicable laws, rules and regulations. Unrecorded or “off the books”
funds or assets should not be maintained unless expressly permitted by applicable
laws, rules and regulations.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations of
people and companies that can be misunderstood. This applies equally to e-mail,
internal memoranda and formal reports.
Records should be retained in accordance with the Company’s record retention
policies, and records should be destroyed only if expressly permitted by our record
retention policies and applicable laws, rules and regulations. If you become the
subject of a subpoena, lawsuit or governmental investigation relating to your work at
the Company, please contact our Chief Financial Officer immediately.
Section 8. Corporate Opportunities.

Directors, officers and employees are prohibited from taking for themselves
personally opportunities that are discovered through the use of the Company’s
property or confidential information or as a result of their position with the Company,
except upon the prior written consent of the Board of Directors. No director, officer or
employee may use corporate property, information or position for improper personal
benefit; no director, officer or employee may use Company contacts to advance his or
her private business or personal interests at the expense of the Company or its
customers, suppliers or affiliates; and no director, officer or employee may
Directly or indirectly Compete with the Company as defined in Section 2. Directors,
officers and employees owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.

Section 9. Competition and Fair Dealing.

We seek to outperform our competition fairly and honestly. We seek competitive

advantages through superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing trade secret information that
was obtained without the owner’s consent, or inducing such disclosures by past or
present employees of other companies is prohibited. No director, officer or employee
should take unfair advantage of anyone through abuse of privileged information,
misrepresentation of material facts or any other intentional unfair-dealing practice.
To maintain the Company’s valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics, quality requires
that our products and services be designed to meet our obligations to customers. All
inspection and testing documents must be handled in accordance with all applicable
laws, rules and regulations.

Section 10. Protection and Proper Use of Company Assets.

Directors, officers and employees should endeavor to protect the Company’s assets
and ensure their efficient use. Theft, carelessness and waste have a direct impact on
the Company’s profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
material non-Company business, though incidental personal use of items such as
telephones and computers is permitted.
The obligation of directors, officers and employees to protect the Company’s assets
includes its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs, databases,
records, salary information and any unpublished financial data and reports.
Unauthorized use or distribution of this information would violate Company policy. It
could also be illegal and result in civil or even criminal penalties.

Section 11. Discrimination and Harassment.

We are firmly committed to providing equal opportunity in all aspects of employment

and will not tolerate any illegal discrimination or harassment or any kind. Examples
include derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances.

Section 12. Health and Safety.

The Company strives to provide each director, officer and employee with a safe and
healthful work environment. Each director, officer and employee has responsibility
for maintaining a safe and healthy workplace for all other persons by following safety
and health rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions.
Violence and threatening behavior are not permitted. Directors, officers and
employees should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the
workplace will not be tolerated.
Section 13. Waivers and Amendments of the Code of Business Conduct and
Ethics.
A waiver of any provision of this Code may be granted to any director, officer or
employee only by the Company’s Board of Directors, and any such waiver promptly
will be publicly disclosed to the extent required by law.
This Code can be amended only by the Board of Directors, and any such amendment
promptly will be publicly disclosed as required by law.

Section 14. Enforcement of the Code of Business Conduct and Ethics.

A violation of this Code by any director, officer or employee will be subject to

disciplinary action, including possible termination of employment. The degree of
discipline imposed by the Company may be influenced by whether the person who
violated this Code voluntarily disclosed the violation to the Company and cooperated
with the Company in any subsequent investigation. In some cases, a violation of this
Code may constitute a criminal offense that is subject to prosecution by federal or
state authorities.

Section 15. Compliance Procedures; Reporting Misconduct or Other Ethical

Violations.
Directors, officers and employees should promptly report any unethical, dishonest or
illegal behavior, or any other violation of this Code or of other Company policies and
procedures to our Chief Financial Officer. The telephone number is (713) 935-0122,
and the address is c/o Evolution Petroleum Corporation, 1155 Dairy Ashford, Suite
425, Houston, TX 77079-3011. If you ever have any doubt about whether your
conduct or that of another person violates this Code or compromises the Company’s
reputation, please discuss the issue with your supervisor or with our Chief Financial
Officer.
The Company’s policy is not to allow retaliation for a report of unethical, dishonest or
illegal behavior, or of any other violation of this Code or of other Company policies
and procedures, if the report about another person’s conduct is made in good faith by
a director, officer or employee. Directors, officers and employees are expected to
cooperate in internal investigations regarding possible unethical, dishonest or illegal
behavior or any other possible violation of this Code or of other Company policies
and procedures.