U.S. Energy Corp. Acquires Crested Corp.
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US Energy Corp.
877 N. Eighth St. W.
Riverton, WY, 82501
Press release date: November 27, 2007
RIVERTON, Wyo., Nov. 27 -- U.S. Energy Corp. (NASDAQ: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." 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.
CONTACT: Keith G. Larsen, CEO or Mark J. Larsen, President, both of U.S. Energy Corp., +1-307-856-9271
Web site: http://www.usnrg.com/