US Energy (USEG) Proxy Filing summary

Executive summary

• Closed acquisition of 82.5% interest in Wavetech Helium's Kevin Dome acreage (140,000 net acres) for $2M cash, 2.6M restricted shares, and a $20M carried working interest; Wavetech retains 17.5%.

• Entered non-binding LOI to acquire 87.5% of Synergy Offshore's 24,000 net acres for $2M cash, 4.85M restricted shares, 6.25M penny warrants, $12.5M carried working interest, and 18% of future carbon sequestration tax credits.

• Both assets are highly contiguous, forming a 164,000 net acre position targeting helium and carbon sequestration opportunities.

• Two wells on the Wavetech asset are permitted and expected to spud in late July and early August 2024.

• No outside capital raise anticipated; funding from cash, cash flow, and non-core asset sales.

Voting matters and shareholder proposals

• Shareholder approval required for the issuance of shares in the Synergy transaction; proxy statement to be filed with the SEC.

• Only unaffiliated shareholders will vote on the Synergy share issuance.

Board of directors and corporate governance

• Synergy is controlled by a current board member and the company chairman is a significant Synergy owner, indicating related party involvement.

• Nominating and Voting Agreement ensures Synergy principals remain on the board post-transaction.