U.S. Energy Corp.

to a multi-decade production tail. We have approached the oil business with discipline. We're not adding incremental rigs or chasing growth for growth's sake. We're using CutBank as the captive CO2 outlet that completes our integrated value chain. With that operational and commercial picture in place, I'd like to turn it over to Mark to walk through the capital structure, where we've made significant progress this quarter.

Thanks, Ryan, and good morning, everyone. I want to keep my remarks focused on the capital structure. because that is where the most consequential financial work has happened this quarter. There are three pieces I'll cover, the phase one capital stack, the equity line of credit, and the path forward. First, the phase one capital stack is now complete. In March, we executed an equity offering that brought in capital needed to fund development and strengthen the balance sheet. On April 20, we amended our senior secured credit agreement, doubling the borrowing base to $20 million, fixing the interest margin at 200 basis points over the alternative base rate, and importantly, suspending quarterly financial covenant testing through the physical quarter ending March 31, 2027. The facility allows revolving borrowings through its May 31, 2029 maturity with no pre-maintenance penalties. These are favorable terms for a project under construction, and they provide the flexibility to execute construction without covenant pressure during the build phase. This capital stack will take us through completion of phase one and into revenue generation. Second, on the equity line of credit, we have not drawn on the ELOC since March 2nd, and concurrent with the closing of the expanded debt facility, we have formally suspended further use of the ELOC. We took this step deliberately to address a perceived dilution overhang associated with the facility. The message is clear. The equity capital structure is set for Phase 1, and the focus from here is execution, not further dilution. Third, the path forward as we transition from Phase 1 build to Phase 1 operations and begin positioning for phase two, the multi-stream nature of our platform opens capital avenues that were not available to us as a legacy EMP. Project finance debt becomes more accessible as we de-risk through our MRV approvals and contracted offtake. The 45Q tax credit stream itself becomes a financeable asset, either through a transferability or a structured monetization, representing a potential non-dilutive capital source not currently in our base case. Longer term, our existing senior secure facilities are appropriately sized today. We expect to transition to a larger, longer data facility as revenues and credit profile matures. From a near-term liquidity standpoint, we have the capital we need to deliver phase one into commercial operations in the first quarter of 2027. From here, the focus on capital side is optimization and pre-positioning rather than funding the build. With that, I'll hand it back over to Ryan.

Thanks, Mark. Let me close with how we see this path forward because I think This is where the gap between intrinsic value and where the stock trades is most apparent. Looking out over the coming quarters, we have a sequence of identifiable independent de-risking events. MRV approvals are anticipated this summer. Gathering and EOR prep installation is scheduled across the summer and fall. Plant commissioning is targeted towards the end of 2026 with first gas and first revenue in the first quarter of 2027. And alongside the operational catalysts, we're beginning to advance commercial discussions on direct merchant CO2 sales, a second monetization path beyond sequestration credits, and one we believe could meaningfully enhance unit economics with very modest incremental capital. Beyond those near-term milestones, the next layer of value is in how the platform scales. Phase two is the first step in that scaling, and it is entirely excluded from our base case financial model. Phase two is a second processing plan on the same footprint leveraging the same infrastructure, the same regulatory approvals, the same field operations, and the same commercial relationships. Our acreage, our permitted wells, and our geology already support two to three times the Phase I capacity with no new land and no new approvals. Because the heavy lifting is already done, the incremental capital required to execute Phase II is meaningfully lower on a per-unit basis. And as our credit profile matures and the asset de-risks, we would also expect the cost of capital to improve. When you compound these two effects, lower per unit capex and a lower cost of capital across a second standardized unit, the project economics become quite compelling. Our internal modeling supports project NPV that is multiples of where phase one stands today and equity returns that fundamentally re-rate the company. Alongside that operational scaling, there's also a financial dimension to how value can be realized. I mentioned $130 million of 45Q credit value across the first 12 years of Phase 1 operations. Under current rules, those credits are transferable. We have a credible pathway to monetize a significant portion of that stream ahead of the underlying schedule, either through a transferability transaction or a structured credit sale. That is a non-dilutive capital acceleration that, again, is not in our base case. We are working that work stream now, and we will share more as transactions advance towards execution. When you step back, those operational and financial elements ultimately shape how the market should evaluate this business. I'd like to close with a candid observation about valuation because it gets to the heart of why we made the strategic pivot in the first place. Small cap E&P companies traded roughly three times trailing EBITDA in today's market. Small and mid cap midstream and gas processing companies traded roughly eight times. Blue chip industrial gas companies traded roughly 17 times or significantly higher than that. Those are not our forecasts. Those are public market multiples that anyone can verify. Once phase one is operating, U.S. Energy is no longer a small-cap EMP. We're an industrial gas producer with a contracted offtake, a regulated carbon management business with policy-backed revenue, and a low-decline oil business that is integrated into the platform as the captive CO2 outlet. We don't need every part of that re-rating to happen for shareholders to do very well from here. Today, we traded a meaningful discount to our internally calculated Phase 1 NAV against a forward EBITDA multiple that is well below where any of those referenced categories trade. The arithmetic of closing even a portion of that gap is very significant. Our job between now and Phase 1 commissioning is to keep executing the operational and commercial milestones that allow the market to make that re-rating. To put a fine point on the quarter, we reached FID, we executed our EPC, we completed the Phase 1 cap stack. We signed a five-year take-or-pay helium offtake. Construction is underway. The commercial operations countdown is months and not years. And the macro backdrop for helium, for carbon management, and for American energy production has rarely been more favorable than it is now. I'm more confident in the business plan today than at any point since we set out on this path. I want to thank our team in Houston and Montana and across our partner network for outstanding execution this quarter. And I want to thank our shareholders for their continued support and patience as we transition through the build phase into the cash flow phase. We have a tremendous amount of work ahead of us, but the path is clearer today than it ever has been. Operator, with that, please open the line for questions.

Thank you. We will now begin the question and answer session. To ask a question, please press star, then the number one on your touchstone phone. If you wish to remove yourself from the queue, please press star, then the number two. We asked the analysts to limit themselves to one question and one follow-up. Your first question comes from the line of John Davenport from Johnson Rice. Please go ahead.

Hey, good morning, Ryan and team, and thanks for taking my question this morning. I wanted to start on the CO2 side. You had mentioned that you're evaluating the revenue stream outside of just the tax credits, and doing some research on our own, we've seen it's the spot market for CO2 is trading as high as $900 per ton. So I'm curious what you guys have been evaluating there, maybe how much of that 125,000 million tons per annum you might sell outside of tax credits and just some more information on that.

Hey, John. Good morning. Yeah, no, that's a great question. And those numbers that you just laid out are accurate. I think just Backing up a little bit, it was very important for us to be able to forecast our base case projections on phase one of this project to what we can control. We can control our helium sails. We can control our carbon sequestration, aka CCUS activities. We can control our oil field. Everything that we've talked about, that we've modeled out, that we've underwritten internally to reflects that $85 per metric ton of CO2 sequestration and utilization numbers. That being said, everything you said is spot on. The end user call it, whether it's food beverage grade, whether it's in the other industrial users, the pricing for that market is robust. The end user, which, you know, it would be tough for us to distribute to the end users. You'd have to go through a distributor similar to how we do it with helium. But being able to call it reallocate that CCUS CO2 into a, again, large-scale, long-term investment-grade counterparty CO2 distributor, especially to one of the coasts or the Midwest, the numbers are extremely compelling. Even if you take that, you know, $850, $900 in-use number and cut it in half, right, that's four to five times on a pretty conservative basis of revenue selling into that market. So right now our initial plant, which we plan on capturing 125,000 plus metric tons a year of CO2 for sequestration and EOR purposes, not all of that CO2 that comes off of that plant is the same. Roughly two thirds of it is a higher purity, CO2 grade, that would need a little bit of incremental capital to kick up that purification for industry and food beverage. But two-thirds of 125, it's a big number, right? It's about ballpark 80,000 metric tons a year, a little over 200 metric tons a day. So running those numbers at a fairly conservative $350 to $400 per metric ton price, it increases our revenue profile something like three or fourfold, right out of the gate. So, one thing I think that we're currently working on now is, one, understanding that market and who the big players are, similar to our helium offtake. It's very important to me to have the highest quality on the other side of those transactions. We've started discussions early stage with a couple of them, and it's something that we're going to pursue heavily in the second half of this year. And then going forward, as we grow the platform from phase one to phase two, which would be multiples of phase one, getting that CO2 into the end user industrial merchant markets is an absolute goal for us. It takes this from extremely attractive economics to something much, much greater than that if we could accomplish that. So you're spot on. It's an extremely attractive market, similar to helium. It's structurally short in the United States, similar to helium. It goes to industries that are growing and constantly need it. So it's a big focus for us going forward.

Okay. And so if I heard you right, basically the stream of CO2 that's produced wouldn't be able to go directly to those industrial users. There would have to be some incremental processing before that can happen. Obviously it would be worth it to get 10, 20 times the the tax credit price, but that's, I just wanted to make sure I had that, had that correct.

It would be, it would be either, it could be two things, right? It depends on the end user and the distributor. It would be either a little bit of extra equipment, um, on our site. I would say nothing over overly meaningful, maybe a mid single digit capital increase on the whole project. Uh, Or some of the end users have their next stage purification facilities at their distribution sites, whether it's in the Gulf Coast, whether it's in the West Coast, whether it's in the Midwest. So I guess it could be ready for straight distribution. It would really just depend on economics and what the distributor wanted us to do.

Okay. All right. Got it. I believe that that is all for me. Thank you.

Thanks, John.

Your next question comes from the line of Tom Kerr from Zach's Small Cap Research. Please go ahead.

Good morning, guys. On the new helium offtake agreement, are you able to talk about the pricing and how that was determined or achieved? Some of the helium spot prices are higher than that. The Middle East conflict has risen prices a little bit. Are you able to talk about how you arrived at that price, the 285, I think?

Yeah, I mean, I think from a high level, absolutely. And good to hear from you, Tom. Thanks for the question. You know, we had an offtake agreement on my desk to sign for a couple of weeks before the Middle East stuff kicked off. And, you know... I don't sign stuff when it shows up the same day, so we kind of sat on it for a while, made sure that all the numbers were right, and then, you know, either fortunately or unfortunately, all the stuff in the Middle East kicked off. So we immediately kind of reopened negotiations and pricing. So, you know, pricing ended up going up 50 plus percent kind of overnight on the production side, meaning, you know, the producers that drill and process and deliver gaseous helium and you know so that i guess simplistically like i would call it 50 or so was what was realized by by that happening i think it's important as part of our agreement to understand that you know we signed for 285 escalates cpi every year over five years so call it you know 300 and change over the life of the contract. Our counterparty is coming and picking it up at the plant, and, you know, that's our bottom line number that we're getting. Something that you see quite often, I would say, the vast majority of the time is companies that announce their helium pricing are giving a top line number, and they're still responsible for tolling fees, for transporting it, a couple thousand miles on their own nickel. And those costs are extremely significant. I've seen ranges from $125 to $175 all in from what is being deducted from the top line price that people announce. So if you're comparing our announcement with some other announcements out there, I think a more promotional way to think about our price would probably be in the low $400 range from where you've seen other people announce it. Transportation was something that I was very concerned about, not taking on that risk on our side. Driving a tube trailer over the Rocky Mountains in the winter was something that doesn't seem like it has a lot of upside to me. With the size of our counterparty and their just ingrained infrastructure on their level as well as owning all the, you know, further down the supply chain, liquefaction and distribution capabilities, it just made a whole lot of sense for us to have them pulling up to our plant a couple times a month and paying us on the spot. Got it. Yep. So that's kind of how I would look about price. In regards to term, we had all kinds of choices, options in front of us on term, ranging from one year to 10 years. And we settled on five, as you know, with a revisit pricing after three years, which was something that was extremely important to us. And to be honest, I'm not sure we could have gotten it before the Middle East kicks off, right? Like we're optimistic about helium prices going forward. At some point in time, the Middle East will slow down. Some of these supplies will come back online. But, you know, I do believe that all of the in the news industries, whether it be AI, semiconductors, healthcare, national defense, aerospace, et cetera. That demand for helium is not going anywhere but up and to the right. And I believe the analysis shows that the demand is going to grow significantly more than the supply options, both on a global basis and then extremely more on a domestic basis. If the Middle East tensions that have happened over the last few months have shown both the end users and the distributors anything. It's that a molecule of helium coming from the United States is worth a whole lot more than something coming from Qatar, Russia, or Algeria. So I think there's kind of a two-step value thesis on helium going forward based on domestic supply and then just market demand.

Got it. That makes more sense. Uh, one more quick one for me. Can you update us a refresher memory on sort of the all in CapEx for the projects, you know, for all three projects? I know it's in the 20 to $30 million range and just how much have we spent and how much is left to spend at this point in time?

Yeah. Great question. And that's always kind of a moving number just because, I mean, of course we have it pinned down, but like, um, building out this infrastructure is very phased, right? I mean, it's a 14 different timeline thresholds for payment and construction going forward. I would say the way to think about it at the beginning was it was in the low $30 million for all of the kind of go-forward infrastructure that we hadn't already spent money on. We've made a significant dent in that number so far. We started ordering Our long lead time items and equipment, whenever we announced it, a few, I don't know when exactly the FID announcement was, maybe a month ago or so, but I think that we cut our first big check on the remainder that same week. We've done it recently. We probably have another $20, $25 million or so to spend over the project. A lot of that is front-weighted here over the next, call it, two or three months, and then a little bit of a kind of a trickle on the remaining 25% between then and the end of the year.

Got it. Okay. Thanks for the update. That's all I have for now.

All right. Thanks, Tom.

Your next question comes from the line of Dennis Richter from Security Pricing and Research.

Please go ahead. Dennis Richter, your line is now open. Once again, Dennis, your line is now open. Oh, I'm sorry. Mark, Ryan, good morning.

Good morning, Dennis. Good morning. I apologize. I had you on mute there. My question is regarding if there are shut-in opportunities with the cut-bank field. I mean, it's a legacy old oil field, and obviously you're looking to inject CO2 starting in first quarter next year. Are there currently opportunities in terms of bringing back wells that have maybe not been economic at past prices, but now at the $90, $100 level could basically provide incremental cash flow until you got the phase one accomplished. And then kind of a follow-up question to that, could you talk about your Montana field office and your staffing and in terms of people that are implementing these capital infrastructure aspects and your experience there or the folks that are experienced there?

Yeah, no, great question. So on the first one, I think there is, and we've done some of them on available opportunities on shut-in wells. I think that backing up a little bit, you know, understanding that oil asset is paramount to answering that question. It's an older question. proven legacy oil field. It has a lot of wells on it. The wells are vertical wells and a lot of those have been shut in. Until you kind of, I'll call it build slash rebuild that reservoir pressure through tertiary recovery, i.e. injecting CO2 like we're going to be doing, turning legacy vertical wells back on it's not overly attractive because you'll get some barrels out of the ground right off the bat. But without increasing the reservoir pressure from legacy levels to something more enhanced, you're probably looking at like a one or a two barrel a day type of steady state once they're back and flowing. And then to get something that's meaningful, i.e. adding, you know, a couple million dollars to our bottom line. Doing the level of that work, going in and working over those wells, I'm not sure that, I know we would make money on it, but I'm not sure that it's a compelling enough return to kind of spend that capital. So some of the proverbial very low hanging fruit, turning some wells back on that we normally would not have done, we've already done that. We've added 40 to 50 barrels a day over the last month, just doing that. And I think that, again, not a huge number, but just if you can pick up a few dollars laying on the ground with low capital expense, that's always something that we'll do and we'll continue to evaluate. But without a doubt, most of the upside comes from those wells that I'm discussing, getting the reservoir pressure up turning them back on and instead of having you know one or two barrels a day come out of 10 wells you have 10 or 15 plus coming out of those those shut-in wells um on the montana operation side great question and i think you might be the first person who's asked me that um we we absolutely have a again relative to the size of the area a fairly large presence um Montana I think we're the third largest employer up there after you know local municipal health care and school districts we have roughly 13 to 15 people that run our day-to-day operations that are up there they've been with this asset ever since Quicksilver and Blackstone owned it and we inherited them with the deal, and I mean, there's not 15 people more familiar with this asset in the world than the folks that are up there. This is their sole focus, this is their sole job, this is what they do every day. And like everything else, we have a field office up there under our subsidiary in a nice little building that looks like a small insurance company, and we have a... an equipment yard a little bit outside of town just for staging and holding equipment, et cetera. So from a day-to-day operations perspective, it would be very hard, in my opinion, if not impossible, to improve that just due to the familiarity with the asset that these folks have. And then, of course, we have our a little more senior on the corporate chain people here in Houston, along with one of our senior guys who's based out of Denver, that's ex-EOG, ex-ANIDARCO, that kind of oversees them and spends a lot of time in the field as well.

Appreciate it. Thank you. I'll go back into the queue. I have a follow-up question, but I think...

You can go ahead and ask it now if you want.

Okay. In terms of accelerating to phase two, Mark, you mentioned in terms of getting the EPA approvals for the 45Q credits. Some of these credits you mentioned can be monetized. Could you kind of talk about what's provide more color on your, you know, options once you get that approval, you know, as you expect in, you know, that summertime period? And what would be the hurdles to get phase two implemented earlier?

Yeah, another good question. This is Ryan. I'll address that because I'm pretty close to that situation. So I'm going to answer them in a different order than you asked. I'm going to answer the second one first. Our phase two hurdles, of course, you always have operational and technical stuff you need to do. But by far, our phase two hurdle is optimal capital stack for that phase two. So much of what we're doing is infrastructure heavy costs, right? Like phase one is 90% of the capital we've spent on this project so far is on the infrastructure side. And I expect phase two to be very similar. Our resource there is extremely proven, resource meaning resource under the ground, helium, CO2, et cetera. And it's so large that the deliverability risk of feedstock into perpetuity for these phases, it's extremely low. the caveat there is the infrastructure costs are very significant. So our phase two, which we're already working on early stage, right? Like it's not anything that's new from phase one, it's just bigger. So all of the work that we've done on the technical side, on the engineering side, on the processing side has materially been completed. So really just coming up with, the blueprint for phase two and all the little things that come into that and getting everything on a piece of paper, if you will, to plan that process out and get it going. And we're working on that now. If the money fairy put all the money I needed on my desk today to do that project, we could start on it today. But I don't think that's going to happen. So, you know, how do we come up with, the right mixture of capital to fund that is concurrently what we spend a lot of time on here. I think that's twofold. One, just like you've seen in midstream companies and gas processing companies with so much value on the infrastructure, on the pipelines, on the plant facilities, these things are tailor-made debt capital too, right? Like, I mean, you see some of the big midstream companies run at six to seven times leverage. I would never do that here. But I do think once, you know, phase one is up and running, we've been very conservative about applying leverage to this. We over-equitized it on the front end on this first phase, just because I wanted a kind of a 50-50 equity debt capital stack going into it. But As we get going, I think it's fair to assume more project finance layered debt to expand is something you'll see. And then how do you plug that equity piece? I don't want to go out and do a big, giant common equity blast. It's not good for the shareholders, of which our board and management team here are extremely significant shareholders. So we would be wearing that dilution just like everybody else. one avenue, a very attractive avenue, is what I'll call tax equity financing. You've seen a lot of them in wind. You've seen a lot of them in solar of companies that are generating, whether it's 45Z, 45 some other letter, and a little bit on the 45Q side, which is what we are, of a forward selling of those credits over the life of your credit realization forecast. to end user buyers that want that offset. And that ranges from Microsoft and Google to big insurance companies to East Coast institutional funds. So it's a pretty large and pretty dignified group of buyers of those credits. And every one is a negotiation. Every one is a different structure. But I think a way to think about it is a reasonable outcome is whatever your forecasted 45Q credit stream is, nobody's going to pay you 100% of it, 100% for all of it, just because they want to leave a little bit of cushion. But somebody, and there's comps in the market for this, will come in and buy 60% or 70% of your 12-year forecasted 45Q stream at a discount rate of 10%, still pay you to operate it going forward, and then you pull a very meaningful portion of that capital forward. So, you know, one thing, I've talked about this a little bit, probably maybe not in this much detail, that we're looking at concurrently with phase two on, you know, capital optimization is, forward selling through a tax equity financing phase one, 45 Q credits, getting that capital up front. And then, you know, on a dollar for dollar basis, recycling that capital straight into the ground for phase two development. It makes, it makes a lot of sense, you know, from a financial projection perspective, from a rate of return, from a ROCE perspective, um, it's really a no-brainer, pulling 12 years of value forward on day one and redeploying that capital into, you know, something that scales up and to the right on a nonlinear basis compared to phase one.

I appreciate that.

Yes, I mean, that forward, pulling those credits, I mean, I see this with other companies. It's almost become self-financing. I mean, it's a fantastic setup, and I don't think – I think you commented earlier from both Mark and you, Ryan, about that the market doesn't really appreciate what you have accomplished and what you have put, you know, these assets you have put together. I have to kind of, you know, I totally agree in terms of having valued companies for 25 years. The disconnect between the value that you are creating here and have already And the market price is just significant. So I applaud you for what you have accomplished. I appreciate it. And yeah, I'm going to jump off now.

All right. Thanks, Dennis.

There are no further questions at this time. I will now turn the call over to Mr. Ryan Smith, CEO for Closing Remarks.

Yeah, I want to thank everybody for joining us this morning. I thank you to everybody that asked questions. I was happy to answer them. And I want to thank our shareholders for sticking with us through this process. We've made a lot of tangible progress over the last two months. That was kind of the fruition of the work we've been doing for the last 18 months. And we have a lot of stuff in front of us that we expect to accomplish this year before getting this project online in the first quarter of next year. So the board and management here are very excited and very confident. about the value we are building at this company, and we look forward to continue sharing it with you both on a daily basis as people reach out to me and on calls quarterly going forward.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.

Thank you.