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. REPORTS 2008 HIGHLIGHTS AND FINANCIAL RESULTS

      


       

      Year End Operations and
Corporate Update Conference Call

       

      


       

      RIVERTON, Wyoming – March 16,
2009 – U.S. Energy Corp. (NASDAQ Capital Market: “USEG”) (“USE” or the
“Company”), a natural resources exploration and development company with
interests in molybdenum, oil and gas, geothermal, and real estate assets, today
reported highlights and financial results for the year ended December 31,
2008.  For detailed information on each of the highlights and
financial results, please see the Form 10-K filed with the Securities and
Exchange Commission on March 13, 2009.

       

       

      Selected
Highlights for 2008 and Early 2009

       

       

      
        	
                ·  

              	
                Entered
      into a definitive Exploration, Development and Mine Operating Agreement,
      valued at up to $400 million, for the Mount Emmons molybdenum property
      with Thompson Creek Metals Company Inc. (TSX:TCM) (NYSE:TC), one of the
      world's largest publicly traded, pure molybdenum producers.  The
      Company received a $1 million option payment from Thompson Creek in early
      January 2009;

              


      

       

       

      
        	
                ·  

              	
                Announced
      initial production at the Bluffs prospect in Louisiana, in conjunction
      with partner PetroQuest Energy L.L.C., as approximately 14,000 MCF and 500
      barrels of oil per day or an equivalent of 17,000
      MCFE/D.  Production as of February 28, 2009 was 12,737 MCF and
      388 barrels of oil per day or the equivalent of 15,065
      MCFE/D.  USE has a 15% working interest in this well and an
      approximate 10.4% net revenue
interest;

              


      

       

       

      
        	
                ·  

              	
                Signed
      Joint Exploration Agreement with Yuma Exploration and Production Company,
      a private Houston, Texas-based oil and gas company to participate as a
      4.55% working interest partner in a South Louisiana oil and gas area of
      mutual interest (AMI) covering in excess of 50,000 net
    acres;

              


      

       

       

      
        	
                ·  

              	
                Entered
      into a Lease Purchase and Drilling Agreement with a private, Texas-based
      oil and gas company to acquire a 25% non-operating working interest in an
      oil prospect located in east Texas;

              


      

       

       

      
        	
                ·  

              	
                Entered
      in to a Participation Agreement with Ridgeland Wyoming, Inc., a private
      Utah-based oil and gas company, to acquire a 50% working interest in an
      oil and gas prospect in an AMI located in northeastern
      Wyoming.  The Company expended $388,500 in the drilling one dry
      hole in January 2009 under this
agreement.

              


      

       

       

      
        	
                ·  

              	
                Made
      a $3.445 million investment in Standard Steam Trust LLC, a private
      geothermal exploration and development company based in Denver, Colorado,
      which owns 

              


      

       

       

      

        
          
             


          

          
             


            
              

            

          

          
             


            
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Release

              March 16,
2009

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2of 5

              


            

          

        

      

       

       

       

       

      approximately 60,000 acres of BLM, state and fee leases in seven
prospect areas in three states;

       

       

       

      
        	
                ·  

              	
                Completed
      the sale of an aggregate of 39,062,720 common shares of Sutter Gold Mining
      Inc. (TSX-V:SGM) ("SGMI"), representing approximately 49.9% of the
      outstanding common shares of SGMI, to RMB Resources Ltd., as trustee for
      the Telluride Investment Trust, for an aggregate purchase price of
      approximately $5.1 million; and

              


      

       

       

      
        	
                ·  

              	
                Completed
      construction of the Remington Village housing complex in Gillette,
      Wyoming, consisting of nine 24-plexes. Subsequent to year-end, the Company
      retired the construction loan on the project using its cash
      reserves.

              


      

       

      Financial
Highlights

      


      The
following table sets forth selected financial information for the years ended
December 31, 2008, 2007 and 2006:

      


      

        
          
            
              	 
      	 	
                      December
      31,

                    	 	 	 	 	 	 	 
	 
      	 	
                      2008

                    	 	 	
                      2007

                    	 	 	
                      2006

                    	 
	 
      	 	 	 	 	 	 	 	 	 
	
                      Current
      assets

                    	 	$	72,767,500	 	 	$	82,728,900	 	 	$	43,325,200	 
	
                      Current
      liabilities

                    	 	$	19,982,000	 	 	$	8,093,200	 	 	$	11,595,200	 
	
                      Working
      capital (deficit)

                    	 	$	52,785,500	 	 	$	74,635,700	 	 	$	31,730,000	 
	
                      Total
      assets

                    	 	$	142,630,900	 	 	$	131,404,400	 	 	$	51,901,400	 
	
                      Long-term
      obligations

                    	 	$	1,870,300	 	 	$	1,282,500	 	 	$	882,000	 
	
                      Shareholders'
      equity

                    	 	$	111,833,300	 	 	$	115,099,900	 	 	$	37,467,900	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Operating
      revenues

                    	 	$	2,287,000	 	 	$	1,174,100	 	 	$	880,200	 
	
                      Loss
      from continuing operations

                    	 	$	(9,520,900	)	 	$	(14,538,900	)	 	$	(14,667,600	)
	
                      Other
      income & expenses

                    	 	$	(99,500	)	 	$	108,823,900	 	 	$	2,118,200	 
	
                      Benefit
      from (provision for) income taxes

                    	 	$	3,325,800	 	 	$	(32,366,800	)	 	$	15,331,600	 
	
                      Discontinued
      operations, net of tax

                    	 	$	4,906,500	 	 	$	(2,003,600	)	 	$	(1,818,600	)
	
                      Net
      Income (Loss)

                    	 	$	(1,338,100	)	 	$	56,363,200	 	 	$	1,052,200	 
	
                      Net
      Income (Loss) per share basic

                    	 	$	(0.06	)	 	$	2.75	 	 	$	0.06	 
	
                      Net
      (loss) income per share diluted

                    	 	$	(0.06	)	 	$	2.54	 	 	$	0.05	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Basic
      shares outstanding

                    	 	 	23,274,978	 	 	 	20,469,846	 	 	 	18,461,885	 
	
                      Diluted
      shares outstanding

                    	 	 	23,274,978	 	 	 	22,189,828	 	 	 	21,131,786	 


            

          

        



      In
addition to this summary of selected financial information, the Company had
$8,434,400 in cash, cash equivalents of $51,152,100 in U.S. Government
Treasuries with longer than 90 day maturities from date of purchase, and
$4,929,200 in restricted investments which were also invested in U.S. Treasuries
and pledged on the construction loan for Remington Village.  These
balances total $64.5 million or $2.94 per outstanding common share at December
31, 2008.

       


      
        
           


        

        
           


          
            

          

        

        
           


          
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            March 16,
2009

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      The
number of shares outstanding at December 31, 2008 of 21,935,129 had been reduced
to 21,521,329 as of March 9, 2009.  Pursuant to its stock buy back
plan, the Company purchased 2,160,129 shares of common stock for a total of
$5,554,100 or an average cost per share of $2.57 during the year ended December
31, 2008.  As of March 9, 2009, the Company had purchased an
additional 433,800 shares of its common stock pursuant to the stock buyback plan
at an average purchase price of $1.91 per share.  The total number of
shares purchased from inception through March 9, 2009 is 2,821,929 for
$7,431,800, or an average cost per share of $2.63.  The dollar amount
remaining under the buyback plan is $568,200.

      


      On
January 2, 2009, Thompson Creek Metals paid the Company the contractual $1.0
million payment due under the August 19, 2008 Exploration, Development and Mine
Operating Agreement between the Company and Thompson Creek Metals on the Mount
Emmons property.

      


      On
January 16, 2009, the Company paid $16,831,500 to Zions National Bank to retire
the August 2007 construction loan for the multifamily housing project in
Gillette, Wyoming.

       

      “In 2008,
we were able to make progress across each area of our business as we added to
our oil and gas portfolio, realized production from our first partnered well,
found a world-class partner for the Mount Emmons project, invested in an
emerging renewable resource development opportunity, disposed of a non-core
mining asset and completed and financed our real estate project,” stated Keith
Larsen, CEO of U.S. Energy.  “As we carefully manage our cash
position, our goals for 2009 include identifying emerging oil and gas
opportunities with an eye to expanding production. On that basis, we are putting
in place the relationships and resources to help us enhance our acquisition
strategy and reach our production goal of approximately 7,000 MCFE/D by the end
of the year,” he added.

       


      
        
           


        

        
           


          
            

          

        

        
           


          
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Release

            March 16,
2009

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      Conference Call

       

       

      The
Company has scheduled a conference call to update shareholders and analysts on
the Company's recent operational progress and to provide a corporate
update.

       

       

      Year End Operations and
Corporate Update Conference Call

       

      


      When:  Wednesday,
March 18th at 2:00 PM ET (12:00 PM Mountain).

      


      Dial-In
Number:  (877) 419-6598 (within U.S. and Canada), (719) 325-4845
(International).

      


      Replay
Number:  (888) 203-1112 (within U.S. and Canada), (719) 457-0820
(International).

      


      ID
Number:  4712234.  The
replay will be available starting at approximately 3:00 PM ET (1:00 PM MT) and
will be available for 3 days through Midnight, Saturday, March
21st.

      


      Webcast:  Investors
are also invited to listen to a live and/or archived webcast of U.S. Energy
Corp.'s quarterly conference call at http://investor.usnrg.com/events.cfm.  The
webcast replay will be available for one year.

      


       

      To view
the Company's Financial Statements and Management's Discussion and Analysis,
please see the Company's 2008 10-K Filing which is available at www.sec.gov/edgar and
www.usnrg.com.

       

       

      


       

      * * * *
*

      About
U.S. Energy Corp.

      


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

       

      Note
Regarding Mcfe

       

      In this
press release, Mcfes are derived by converting oil to gas in the ratio of one
barrel of oil to six thousand cubic feet of gas (1 bbl:6 Mcf). One thousand
cubic feet of gas equivalent ("Mcfe") amounts may be misleading, particularly if
used in isolation. A Mcfe conversion ratio of 1 bbl of oil to 6 Mcf of natural
gas is based on an energy equivalency conversion method primarily applicable at
the burner tip and does not represent a value of equivalency at the well
head.

      


       

      

        
          
             


          

          
             


            
              

            

          

          
             


            
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2009

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      * * * *
*

      


      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:

      


      Reggie
Larsen

      Director
of Investor Relations

      U.S.
Energy Corp.

      1-800-776-9271

      Reggie@usnrg.com

      


      Nick
Hurst

      The
Equicom Group

      Investor
Relations

      1-403-538-4845

      nhurst@equicomgroup.com