exhibit10_1.htm


    
      

    

     

                  877 North 8th
West,  Riverton, WY  82501  USA      Ph:
(307) 856-9271    Fx: (307)
857-3050    www.usnrg.com

    
      


      


      For
Immediate Release

      


      


      U.S. ENERGY CORP. ENTERS
AGREEMENT TO SELL

      SIGNIFICANT INTEREST IN
SUTTER GOLD MINING

      INC. TO RMB RESOURCES
LTD.

      


      RIVERTON,
Wyoming – June 13, 2008 -U.S. Energy Corp. (NASDAQ Capital Market: “USEG”)
(“USE” or the “Company”), a natural resources exploration and development
company with interests in molybdenum, uranium, oil and gas, gold, and real
estate, announced today that it has entered into a private agreement to sell an
aggregate of 39,062,072 common shares (the “Purchased Shares”) of Sutter Gold
Mining Inc. (TSX-V:  SGM) (“SGMI”) to RMB Resources Ltd. (“RMB”), as
trustee for the Telluride Investment Trust, for an aggregate purchase price of
approximately Cdn. $5.4 million, in accordance with the terms of a share
purchase agreement (the “Purchase Agreement”) and subject to closing conditions
set out therein (the “Acquisition”).  The purchased shares will
represent approximately 49.9% of the outstanding common shares of
SGMI.  U.S. Energy Corp. currently owns 42,613,081 common shares of
SGMI representing approximately 54.4% of the outstanding common shares of
SGMI.  The Acquisition is expected to close at the end of July
2008.

      


      Concurrently
with the execution of the Purchase Agreement, U.S. Energy Corp. delivered to RMB
a power of attorney pursuant to which RMB was granted the right to vote the
common shares of SGMI currently owned by U.S. Energy Corp.

      


      RMB is
pursuing the Acquisition for investment purposes.  In addition to the
Acquisition, the Purchase Agreement contemplates that RMB will subscribe for its
proportionate ownership interest in SGMI in a financing transaction designed to
provide SGMI with necessary working capital, subject to the receipt of necessary
regulatory approval.  RMB reserves the right, depending on the
circumstances including market conditions, to make further purchases, or
disposals, of common shares of SGMI in the future.

      


      Mark J.
Larsen, President of U.S. Energy Corp., stated, “The sale of a majority of our
position in Sutter Gold has been a corporate objective that will allow us to
monetize our position in an asset where our liquidity has been in suspension for
an extended period of time.  We believe that RMB will provide the
catalyst to move this project forward in a meaningful way for the benefit of
both U.S. Energy Corp. and Sutter Gold shareholders.  Upon closing the
transaction, we plan to deploy the proceeds from this sale into cash flow
generating operations such as oil and gas exploration and other projects that we
continue to evaluate for investments in the near term.  We will also
retain an equity position in Sutter along with a previously retained Net Profits
Royalty on the project.”  “We expect the Net Profits Royalty will
provide future revenues to the company as the Sutter project proceeds,” he
added.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

          
            Press
Release

            June13,
2008

            Page
2 of 2

          

        

      

      


       

      About
RMB

       

      RMB is a
wholly owned unit of the Rand Merchant Bank division of FirstRand
Bank.  The registered office of RMB is Level 13, 60 Castlereagh
Street, Sydney, NSW, Australia.

      


      


      * * * *
*

      


      


      About
U.S. Energy Corp.

      


      U.S.
Energy Corp. is a diversified natural resource company with interests in
molybdenum, oil and gas, gold, and real estate.  The Company is
headquartered in Riverton, Wyoming, and its common stock is listed on The NASDAQ
Capital Market under the symbol “USEG”.

      


      


      Disclosure
Regarding Mineral Resources

      Under
SEC and Canadian Regulations;

      and
Forward-Looking Statements

      


      The
Company owns or may come to own stock in companies which are traded on foreign
exchanges, and may have agreements with some of these companies to acquire
and/or develop the Company’s mineral properties.  An example is Sutter
Gold Mining Inc.  These other companies are subject to the reporting
requirements of other jurisdictions.

      


      United
States residents are cautioned that some of the information available about our
mineral properties, which is reported by the other companies in foreign
jurisdictions, may be materially different from what the Company is permitted to
disclose in the United States.

      


      This
news release includes statements which may constitute “forward-looking”
statements, usually containing the words “believe,” “estimate,” “project,”
“expect," or similar expressions.  These statements are made pursuant
to the safe harbor provision of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements.  Factors that would cause or contribute to
such differences include, but are not limited to, future trends in mineral
prices, the availability of capital, competitive factors, and other
risks.  By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revision or changes
after the date of this release.

      


      For
further information on the differences between the reporting limitations of the
United States, compared to reports filed in foreign jurisdictions, and also
concerning forward-looking statements, please see the Company’s Form 10-K
(“Disclosure Regarding Forward-Looking Statements”; “Disclosure Regarding
Mineral Resources under SEC and Canadian Regulation”; and “Risk Factors”); and
similar disclosures in the Company’s Forms 10-Q.

      


      *
* * *

      


      For
further information, please contact:

      Mark
J. Larsen, President

      U.S.
Energy Corp. (307) 856-9271