U.S. Energy Corp. To Raise $1.5 Million In Registered Direct Offering
December 16 2016 - 9:40AM
U.S. Energy Corp. (NASDAQ:USEG), today announced it has entered
into definitive securities purchase agreements with certain
institutional investors for a registered direct offering of shares
of common stock for gross proceeds of approximately $1.5
million. The offering was priced at $1.50 per
share. Additionally, in a concurrent private placement, for
each share of common stock purchased, the investors will receive a
warrant to purchase one share of common stock of the Company at an
exercise price of $2.05 per share, subject to adjustment,
for a period of five years from closing. The offering is
expected to close on or about December 21, 2016, subject to
satisfaction of customary closing conditions.
Roth Capital Partners served as sole placement
agent for the offering.
After placement agent fees and estimated
offering expenses payable by the Company, the Company expects to
receive net proceeds of approximately $1.365 million. The Company
intends to use the net proceeds from the offering for general
corporate purposes and for general and administrative expenses.
The shares of the Company’s common stock are
being offered pursuant to a shelf registration statement
(File No. 333-204350), including a base prospectus, which was
declared effective by the United States Securities and Exchange
Commission (the “SEC”) on July 29, 2015. A prospectus
supplement relating to the offering of shares of common stock will
be filed with the SEC. Copies of the prospectus
supplement and accompanying base prospectus, when filed, may be
obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite
400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the
SEC’s website, www.sec.gov.
The warrants and the shares of common stock
underlying the warrants issued in the offering have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Accordingly, the warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. We have agreed to file a resale registration
statement to register the shares of common stock underlying the
warrants issued in the offering within 45 days.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About U.S. Energy Corp.U.S.
Energy Corp. is a natural resource exploration and development
company with a primary focus on the exploration and development of
its oil and gas assets. The Company is headquartered in Denver,
Colorado and trades on the NASDAQ Capital Market under the symbol
“USEG”.
Safe Harbor / Forward-Looking
StatementsThis press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the proposed public offering and the
intended use of proceeds from the offering. The offering is subject
to market and other conditions and there can be no assurance as to
whether or when the offering may be completed or as to the actual
size or terms of the offering. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially, including market conditions, risks associated
with the cash requirements of our business and other risks detailed
from time to time in our filings with the Securities and Exchange
Commission, and represent our views only as of the date they are
made and should not be relied upon as representing our views as of
any subsequent date. We do not assume any obligation to update any
forward-looking statements.
Contact:
for U.S. Energy Investor Relations
(303) 993-3200
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