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U.S. Energy Corp. Acquires Crested Corp.
RIVERTON, Wyo., Nov. 27 /PRNewswire-FirstCall/ -- U.S. Energy Corp.
( USEG) today announced that on Monday, November 26, 2007, the
Crested Corp. ("Crested") shareholders voted in favor of the Agreement and
Plan of Merger to merge Crested into USEG. The merger was completed on
November 27, 2007, and Crested has been merged into USEG pursuant to
Colorado and Wyoming law. As a result, Crested has ceased to exist and all
outstanding shares of Crested have been converted into the right to receive
USEG shares, and Crested will terminate its obligations to file further
information with the SEC.
In accordance with the agreement and USEG's effective Form S-4
registration statement for the transaction, USEG will issue up to 2,876,188
shares of common stock to all former shareholders of Crested (except USEG),
on an exchange ratio of 1 USE share for every 2 Crested shares.
Computershare Trust Company, transfer agent for USE and the exchange agent
for the merger consideration, will issue USE shares to the former Crested
shareholders in due course as the Crested shares are presented for
exchange. USEG shares issued to the former minority shareholders of Crested
will not be restricted.
On a pro forma basis, USEG will have 23,963,584 shares outstanding.
For further information, please see the Form 8-K to be filed November
27, 2007.
Keith Larsen, CEO of U.S. Energy Corp. said, "The merger of Crested
Corp. into U.S. Energy Corp. presents a significant milestone in the
Company's history. Management's goal is to streamline, simplify and make
the Company more transparent while building shareholder value. With the
approval of the merger, U.S. Energy Corp. now owns 100% of all assets
previously jointly held jointly with Crested Corp. This includes the
world-class Lucky Jack molybdenum deposit located in west central Colorado
that is being developed through our venture with Kobex Resources Ltd."
ABOUT U.S. ENERGY CORP.
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. Examples of
these other companies are Sutter Gold Mining Inc. and Kobex Resources Ltd.
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.
SOURCE U.S. Energy Corp.













