U.S. Energy Corp.

by reference. The information contained in this Current Report and Exhibit 99.1 hereto shall not be deemed “ filed ” for purposes of Section 18 of the Securitie

by reference. A copy of the legal opinion of The Loev Law Firm, PC relating to the validity of the issuance and sale of the Common Stock in the Offering is file

of Form 8-K. The shares were issued in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as

of Form 8-K. The shares were issued in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as