US Energy Corp. announces pricing for the subscribed public

HOUSTON, January 22, 2025 (GLOBE NEWSWIRE) — US Energy Corp. (NASDAQ: USEG, US Energy or the Company) today announced the pricing of its underwritten public offering of 4,236,000 shares of its common stock, par value $0.01 per share. (Class A common stock), at a public offering price of $2.65 per share, for total net proceeds, after underwriting commissions, of approximately $10.5 million. In addition, the Company granted the underwriters an over-allotment of 635,400 shares.

The offering is expected to close on January 23, 2025, subject to customary closing conditions.

US Energy plans to use the net proceeds from the offering to fund growth capital for its industrial gas development project, including new industrial gas wells and processing plants and equipment, and to support operations at come. In the event the underwriters exercise a portion of the over-allotment, the additional proceeds received by the Company may be used to purchase shares of its common stock from Sage Road Capital, LLC, a related party or its affiliates at a price equal to the net offer price received by the Company.

Roth Capital Partners is acting as sole book-running manager for the offering. Johnson Rice & Company and D. Boral Capital are acting as co-managers for the offering.

The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the United States Securities and Exchange Commission (the SEC) and became effective on September 15, 2022. The preliminary prospectus The supplement and accompanying base prospectus relating to the offering, together with a supplement to the final prospectus, when available, will be filed with the SEC and will be available at the SEC website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering, and the final prospectus supplement, when available, may be obtained by sending a request to: Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport. Beach, CA 92660, (800) 678-9147, e-mail at [email protected]., or by accessing the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock or any other security, nor shall there be any sale of such shares of common stock or any other security in any State or other jurisdiction. in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

ABOUT US ENERGY CORP.

We are a growing company focused on consolidating high-quality assets in the United States with the potential to optimize production and generate free cash flow through low-risk development while maintaining a return program attractive to shareholders. We are committed to being a leader in reducing our carbon footprint in the areas in which we operate. More information about US Energy Corp. are available at www.usnrg.com.

CONTACT INVESTOR RELATIONS

Mason [email protected](303) 993-3200www.usnrg.com

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this communication that are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. Words such as strategy, expects, continues, plans, anticipates, believes, would, will, estimates, intends, projects, goals, targets and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Important factors that may cause actual results to differ materially from those contained in such forward-looking statements include, without limitation: (1) the size, timing and completion of the offering, and the use anticipated related proceeds, including, but not limited to, the repurchase of certain ordinary shares upon exercise of the over-allotment option; (2) the Company's ability to grow and manage its growth profitably and to retain its key employees; (3) risks associated with the integration of recently acquired assets; (4) the Company's ability to comply with the terms of its senior credit facilities; (5) the Company's ability to retain and hire key personnel; (6) the business, economic and political conditions of the markets in which the Company operates; (7) volatility in oil and natural gas prices; (8) the Company's success in discovering, estimating, developing and replacing oil, natural gas and helium reserves; (9) the risks that the Company's operations will not be profitable or will not generate sufficient cash flow to meet its obligations; (10) risks related to the future price of oil, natural gas, NGLs and helium; (11)risks related to the condition and availability of oil, natural gas and helium collection, transportation and storage facilities; (12) risks relating to changes in the legal and regulatory environment governing the oil, gas and helium industry, as well as new or amended environmental laws and regulatory initiatives; (13) risks related to crude oil production quotas or other actions that may be imposed by the Organization of the Petroleum Exporting Countries and other producing countries; (14) technological advances; (15) changing economic, regulatory and political environments in the markets in which the Company operates; (16) general domestic and international economic, trade and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; (17) actions of competitors or regulators; (18) potential disruption or interruption of Company operations due to war, accidents, political events, extreme weather conditions, cyber threats, terrorist acts or other unrelated natural or human causes control of the Company; (19) pandemics, governmental responses thereto, economic downturns and potential resulting recessions; (20) inflationary risks and recent changes in inflation and interest rates, as well as the risks of recession and economic downturn caused by them or by efforts to reduce inflation; (21) risks related to military conflicts in oil-producing countries; (22) changes in economic conditions; limitations in the availability and costs of supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; (23) the amount and timing of future development costs; (24) availability and demand for alternative energy sources; (25) regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; (26) the uncertainties inherent in estimating quantities of oil, natural gas and helium reserves and in projecting future production rates and the timing of development activities; (27) risks related to the lack of capital available on acceptable terms to finance the continued growth of the Company, potential future sales of debt or equity and resulting dilution; (28) the review and evaluation of potential strategic transactions and their impact on shareholder value and the process by which the Company engages in the evaluation of strategic transactions; and (29) other risk factors included from time to time in documents that US Energy files with the Securities and Exchange Commission, including, but not limited to, its Forms 10-K, 10-Q and 8-K. Other important factors that could cause actual results to differ materially from those contained in the forward-looking statements included in this communication are described in the Company's public reports, including, but not limited to, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as well as future annual reports and quarterly reports. These reports and documents are available at www.sec.gov. Unknown or unpredictable factors could also have material adverse effects on the Company's future results.

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