BIG SKY INDUSTRIAL INC.

USE landed its first real contracted helium revenue, signing a five-year, 100% take-or-pay sales agreement with an investment-grade global industrial gas company for output from its Big Sky Carbon Hub plant in Montana - up to 1.2 million cubic feet a month at a fixed $285/Mcf plant-gate price with CPI escalation from 2028 - a landmark de-risking milestone with Phase 1 commercial operations targeted for early 2027.

material agreement

USE signed a second amendment to its FirstBank Southwest credit facility, doubling the borrowing base from $10 million to $20 million, fixing the interest margin at 2.00% and suspending financial covenant testing until the March 2027 quarter. The company also suspended use of its Roth equity line.

debt financing

USE raised $8.8 million in another Roth Capital-led stock offering (8.8 million shares), but this time at just $1.00/share - a steep drop from the $2.65 it fetched a year earlier - underscoring how much the stock had weakened even as the company kept funding its helium buildout.

material agreement

U.S. Energy drew much more heavily on the Roth equity line, selling another 6.5 million shares -- cumulative sales now 19.1% of shares outstanding for $7.3 million total -- steep dilution funding the Big Sky Carbon Hub buildout as the share price kept falling.

capital raising announcement

U.S. Energy signed a $25 million equity line of credit with Roth Principal Investments, giving it discretion to sell stock over time to fund its new helium pivot (the Big Sky Carbon Hub).

capital raising announcement

USE amended its FirstBank Southwest credit facility, extending the maturity date by more than three years to May 2029 but cutting the borrowing base in half, from $20 million to $10 million, alongside a limited covenant waiver - a longer runway bought at the cost of real credit tightening.

material agreement

USE extended its $5 million share buyback program (about $3.8 million remaining) by a year to mid-2026, and separately - in a related-party transaction - repurchased shares directly from Banner, Woodford and Sage Road entities controlled by board member Joshua Batchelor's Sage Road Capital, at the same net price the company had just received in its recent stock offering.

material agreement

USE raised roughly $12.9 million in an underwritten stock offering (4,871,400 shares including a fully exercised over-allotment, at $2.65/share) through Roth Capital Partners to help fund its helium buildout.

material agreement

USE bought and closed on 24,000 net acres at Kevin Dome in Toole County, Montana, from Synergy Offshore, a related party controlled by director Duane King and about 60% owned by Chairman John Weinzierl. It paid $2.0 million cash, 1.4 million restricted shares and a carry, and Synergy kept a 20% interest.

asset acquisition disposition

USE closed the sale of its East Texas/Liberty County properties to 84 Resources for $6.825 million, effective November 1, 2024.

asset acquisition disposition

USE agreed to sell another block of legacy conventional properties (122 wells in Liberty and Henderson Counties, Texas) to 84 Resources Holdings for $6.825 million, continuing to shed its old oil and gas base to fund the Montana helium pivot.

material agreement

USE fell out of Nasdaq compliance again on the $1.00 minimum bid price requirement, with a 180-day cure period running to March 17, 2025.

listing compliance notice

USE's subsidiary New Horizon Resources agreed to sell its producing oil and gas properties in Karnes County, Texas to Warwick-Artemis for $6 million, subject to true-ups, with a $600,000 deposit. Closing was expected around July 31, 2024.

material agreement

USE made a transformative strategic pivot into helium, closing the purchase of 82.5% of Wavetech Helium's farmout rights across roughly 140,000 net acres of Montana's Kevin Dome structure (paying $2 million cash plus 2.6 million shares, with Wavetech carrying its own 17.5% interest cost-free up to $20 million of spend) and signing a non-binding letter of intent with insider-linked Synergy Offshore for another ~24,000 adjacent acres - forming a roughly 164,000-acre contiguous helium position with two wells already permitted to spud within weeks, funded without any new equity raise.

asset acquisition disposition

USE signed an amended Nominating and Voting Agreement adding King Oil, WDM Family Partnership and Katla Energy, affiliates of Chairman John Weinzierl, director Duane King and Wallis Marsh, as voting parties after share transfers from sellers Lubbock and Synergy. It also clarified the move from Wyoming to Delaware.

material agreement

USE closed the ETX Energy acquisition for $11.875 million cash, with lender FirstBank Southwest raising the credit facility's borrowing base from $15 million to $20 million to help fund it.

asset acquisition disposition

USE's board declared a quarterly cash dividend of $0.0225 per share, payable August 22, 2022 to stockholders of record on August 8, 2022.

dividend declaration

USE agreed to buy about 16,600 net acres of operated producing properties (plus two pipeline gathering systems) in Henderson and Anderson Counties, Texas from ETX Energy for an $11.8 million cash base price, adjacent to acreage USE already held there.

material agreement

USE transformed itself overnight, closing all three previously announced acquisitions from Lubbock Energy Partners, the Banner/Woodford/Llano group and Synergy Offshore: a diversified, operated, oil-weighted portfolio spanning the Rockies, West Texas, Eagle Ford and Mid-Continent, paid for with $1.25 million cash, repayment of $3.5 million in seller debt, and 19.9 million new USE shares - a huge share issuance relative to USE's prior size that gives each seller group the right to name one or two board directors depending on their resulting ownership stake. The deal was financed through a new credit facility with FirstBank Southwest (replacing prior lender APEG) and a hedging arrangement with NextEra Energy Marketing.

business combination

USE and the three sellers amended the purchase agreements so the Nominating and Voting Agreement was tightened to meet Nasdaq rules. Each seller may appoint two directors while it holds 15% or more of USE, and one director while it holds 5% or more, instead of two at 5%.

security holder rights change

U.S. Energy agreed to buy oil-weighted assets across the Rockies, West Texas, Eagle Ford and Mid-Continent from Lubbock, Banner and Synergy for $1.25 million cash, 19.9 million new shares and $3.3 million of assumed liabilities. At closing the sellers would own about 81% of USE and effectively control it.

capital raising announcement

USE raised about $5.8 million in yet another Kingswood-led underwritten offering (1,131,500 shares, including the over-allotment, at $5.10/share).

material agreement

U.S. Energy bought back and cancelled all 50,000 shares of its Series A convertible preferred stock from Mt. Emmons Mining -- the security issued to Freeport-McMoRan's subsidiary in the 2016 molybdenum-liability divestiture -- paying $2 million cash plus 328,000 common shares to clear the preferred stock overhang.

capital raising announcement

USE closed another small bolt-on acquisition, buying Newbridge Resources' producing properties in Liberty County, Texas (100% held by production) for about $250,000 in restricted stock.

asset acquisition disposition

USE raised roughly $3.45 million in a firm-commitment underwritten offering (1 million shares at $3.00, plus the underwriters' over-allotment exercised in full) led by Kingswood Capital Markets.

material agreement

USE raised about $1.66 million in a registered direct stock offering (315,810 shares at $5.25) through Kingswood Capital Markets, with officers, directors and the company itself agreeing to 180-day trading/issuance restrictions.

material agreement

USE bought a package of producing oil and gas properties (21 wells, 14 producing, in New Mexico and Wyoming) out of the Chapter 7 bankruptcy of FieldPoint Petroleum for $500,000 through a court-approved asset sale - an opportunistic, distressed-asset bolt-on.

asset acquisition disposition

Amid all the compliance turmoil, USE still managed a real accretive deal - acquiring New Horizon Resources, a small North Dakota producer (about 1,300 net acres, 100% held by production, averaging 63% working interest) for 59,498 USE shares plus $150,000 cash.

asset acquisition disposition

USE failed to regain Nasdaq's minimum bid price compliance by its final December 16 deadline, and Nasdaq notified the company its stock would be delisted from the Nasdaq Capital Market unless it successfully appealed.

listing compliance notice

USE's filing delinquency spread further - it also missed its Q2 2019 10-Q on top of the still-unfiled 2018 10-K, both delayed by ongoing litigation the company had been citing since February - though Nasdaq extended the deadlines to mid-September and mid-October 2019.

listing compliance notice

USE fixed its audit-committee independence problem by appointing Catherine Boggs to the board, and separately Nasdaq granted a second 180-day extension (to December 16, 2019) on the stock's minimum bid price deficiency - though that clock is now running for a second time with no more room after it.

listing compliance notice

USE picked up a second, unrelated Nasdaq compliance problem - its audit committee had fallen below the required three independent directors, with no cure period available because of multiple vacancies - compounding its still-unresolved late 10-K filing, and Nasdaq applied stricter, shortened deadlines on both issues.

listing compliance notice

USE fell out of Nasdaq compliance again, this time for a different reason - failing to file its 2018 Annual Report on time - after its auditors said ongoing litigation created too much uncertainty to render an opinion; the company has until mid-June to submit a cure plan, with a possible extension to October 2019.

listing compliance notice

APEG Energy II, USE's largest shareholder at about 43%, demanded a board overhaul and leadership change; USE rebutted and offered an independent board seat. USE's $5.06 million borrowing request went unfunded after APEG declared a default, tried to rescind the 2017 share exchange, and cut off access to USE's collateral cash accounts.

debt financing

USE received yet another Nasdaq minimum-bid-price deficiency notice, with a new 180-day cure period running to June 17, 2019.

listing compliance notice

USE set up a modest $2.5 million at-the-market equity program with Northland Securities, saying that between this new facility, a recently completed deleveraging transaction and the Statoil settlement, its balance sheet was now substantially strengthened enough to refocus on growing production.

material agreement

USE's auditor Hein & Associates resigned after merging into Moss Adams - the same firm USE had dismissed back in 2008 - who took over as the new independent auditor; Hein's prior-year audit report had actually carried a going-concern qualification, though that doubt had since been resolved.

auditor change

USE resolved a long-running billing dispute over its original 2009 Brigham drilling participation by selling its remaining non-operated Williston Basin interests to Statoil (Brigham's successor as operator), receiving both the elimination of $4.2 million in disputed liabilities and a $2.0 million cash payment.

asset acquisition disposition

Lender APEG Energy II agreed to exchange $4.46 million of credit-facility debt for 5.8 million new shares, a deal that would leave APEG holding roughly half of U.S. Energy's stock -- the moment the company's own lender became its controlling shareholder.

capital raising announcement

USE failed to cure its Nasdaq bid-price deficiency by the September 19 deadline, and because it also falls short of Nasdaq's alternate listing standards (minimum equity, market value or net income), its stock was scheduled for delisting and suspension effective September 29, 2017 unless the company's planned appeal succeeds.

listing compliance notice

USE's credit facility (now led by APEG Energy II as sole lender, having replaced Wells Fargo) was amended a fifth time: the bank granted a waiver for the company's non-compliance with all of its financial covenants going back through Q1 2017, extended the maturity to 2019, raised the interest rate to 8.75%, and loosened the coverage-ratio covenants going forward - real evidence of financial strain even as it bought USE more room.

material agreement

USE received another Nasdaq minimum-bid-price deficiency notice, its stock again failing to hold $1.00 for 30 straight days, with a new 180-day cure period running to September 19, 2017.

listing compliance notice

USE extended the Wattenberg funding deadline a third time and had to sweeten the deal by agreeing to prepay part of IronHorse's stock bonus in cash - continued financing difficulty even as management pointed to improving commodity prices.

material agreement

USE agreed to buy 40% of IronHorse Resources' interest in five Wattenberg-area (Weld County, Colorado) farmout agreements covering 21 planned horizontal wells targeting the Niobrara and Codell formations - a roughly $9.6 million drilling commitment for an average 11.6% working interest - though a board member has an ownership stake in IronHorse, and the deal was contingent on USE proving it had the funding within weeks.

material agreement

USE finally exited its decades-old Mount Emmons/Lucky Jack molybdenum project, transferring the mine site and its costly water-treatment-plant obligations to a Freeport-McMoRan subsidiary - but had to pay for the privilege, issuing Freeport $2 million (liquidation value) of new senior preferred stock carrying a 12.25% paid-in-kind dividend and convertible into up to 16.86% of USE's common stock, plus board-observer rights, in exchange for Freeport taking the environmental liability off its books.

asset acquisition disposition

USE received a Nasdaq notice because its stock's closing bid stayed below the $1.00 minimum for 30 consecutive business days. It had 180 days, to January 6, 2016, to regain compliance, with a possible second period to July 5, 2016.

listing compliance notice

USE's new Buda Limestone wells with Contango and U.S. Enercorp delivered strong, oil-rich initial rates (up to 1,185 BOE/d on one well) using open-hole completions without fracture stimulation - early validation of the strategic pivot toward this play.

production update

USE set a $30.2 million 2014 budget centered on a new focus, the Buda Limestone formation in South Texas (Booth-Tortuga, now operated by Contango Oil & Gas, and the Big Wells block operated by U.S. Enercorp) alongside continued Williston Basin drilling and $8 million set aside for further acreage or producing-property acquisitions.

production update

USE closed the sale of its Remington Village apartment complex in Gillette, Wyoming for $15 million, paying off a $9.5 million note against the property and netting about $5 million to redeploy into oil and gas development or debt reduction - shedding a non-core real estate asset to focus on its energy business.

asset acquisition disposition

USE refinanced its revolving credit facility with a new lead lender, Wells Fargo, replacing BNP Paribas - extending the facility to 2017, lowering its interest margins, and setting a $25 million borrowing base.

material agreement

USE set a $27.1 million 2013 oil and gas budget that shifted strategy - only $7.1 million for organic Williston Basin drilling but $20 million earmarked for buying producing properties outright, while South Texas drilling was paused pending nearby operators' results - and separately budgeted $5.4 million to keep advancing the Mount Emmons molybdenum project, including buying out partner Thompson Creek's interest in an adjacent property, after filing a formal Mine Plan of Operations with the U.S. Forest Service in October 2012.

production update

USE's new Woodbine Sub-Clarksville 7 project in northeast Texas (a 26.5% working interest acquired in May 2012) came up mostly empty - six of seven back-to-back test wells were dry holes, and the one well that found hydrocarbons saw the zone water out - while its Eagle Ford and Williston Basin wells kept producing modest, unremarkable results.

production update

USE reported solid initial rates (1,000-1,400+ BOE/d) on three more participated Williston Basin wells - including its first well with new operator Slawson Exploration, albeit at a token 1% working interest - and closed a separate sale of its Montana leasehold acreage.

production update

More strong Bakken results (a new well at 1,869 BOE/d, another offsetting the program's best-ever well) and continued Eagle Ford progress, plus USE entered a new participation agreement for an Oakville oil prospect in Live Oak County, Texas.

production update

USE monetized undeveloped Bakken acreage it wasn't going to drill itself, selling 75% of its Yellowstone/SE HR leasehold to GeoResources and Yuma for $16.7 million (on top of a $13.7 million sale of undeveloped Rough Rider acreage to Brigham the month before) while keeping its working interests in producing wells; separately, it listed its Remington Village apartment complex (Gillette, WY) for sale and flagged an expected non-cash impairment on that real estate asset.

asset acquisition disposition

USE approved a $48.1 million 2012 drilling budget across its Eagle Ford, Williston Basin and San Joaquin programs, projected a 70% jump in average daily production for 2012, sold part of its undeveloped Rough Rider acreage to Brigham, and reported a strong 1,840 BOE/d initial rate from its latest Zavanna well.

material agreement

USE reported a second successful Zavanna-operated Bakken well (Koufax 3-10 #1H, 1,660 BOE/d) validating a new acreage block, while simultaneously advancing wells across three other programs: Eagle Ford (Crimson), a new California test well with Cirque Resources, and ongoing Gulf Coast completions.

production update

USE entered a second Eagle Ford participation deal with Crimson Exploration, acquiring 30% of Crimson's working interest in about 7,186 acres (2,156 net to USE) in Zavala and Dimmit Counties, Texas - bringing USE's total Eagle Ford position to roughly 11,861 gross acres with up to 70 potential drilling locations, complementing its existing Leona River acreage with the same partner.

farm in farm out agreement

USE's Rough Rider Bakken wells with Brigham kept delivering strong results - four wells completed in Q2 2011 with initial rates as high as 2,375 BOE/d, and all 15 spacing units now held by production - though unusually severe North Dakota flooding disrupted access to some sites; separately, USE spudded its first well on a new operated Colorado prospect.

drilling progress report

USE's Bakken position with Brigham Exploration was accelerating - four wells nearing completion, offsetting a well that had already delivered the company's best-ever initial rate of over 4,000 BOE/d - while its non-operated Zavanna wells saw its working interests bumped up (other partners declining to participate); separately, BNP Paribas raised USE's credit facility borrowing base from $12 million to $22.5 million.

drilling progress report

USE set up a $75 million revolving credit facility with BNP Paribas, run through a new wholly-owned borrowing subsidiary (Energy One LLC) and guaranteed by USE itself, with an initial borrowing base of $12 million against its oil and gas properties - undrawn at signing but real growth-financing capacity for the new drilling programs.

material agreement

USE announced it had elected to participate in the third group of five wells with Brigham Exploration under their Drilling Participation Agreement. It also issued a production update and a summary of its 2010 oil and gas budget.

production update

USE raised about $24.3 million in a firm-commitment stock offering, selling 5 million shares at $5.25 through Madison Williams, funding it needed to expand its new Bakken drilling program.

material agreement

USE entered a much larger drilling partnership with Brigham Oil & Gas to jointly explore the Bakken and Three Forks formations across up to 19,200 acres of Brigham's Rough Rider prospect in North Dakota, committing an expected $17.5-19 million to drill an initial six wells - the start of USE's real Bakken exposure.

material agreement

USE found that larger partner within months: Thompson Creek Metals signed a new option and joint-venture agreement for Lucky Jack, able to earn up to 50% of the project through staged spending and option payments totaling $50 million by 2018 - essentially replacing the Kobex deal that had just collapsed.

material agreement

Kobex Resources gave notice on March 31, 2008 that it was terminating its option to earn up to 50% of USE's Lucky Jack molybdenum project in Colorado. USE understood Kobex acted because of perceived regulatory and legal uncertainty, and USE faced no penalties.

material agreement termination

Crested's minority shareholders approved the merger and it closed - Crested ceased to exist as a separate company, with USE issuing up to about 2.9 million shares to former Crested holders at the agreed 2-for-1 ratio.

asset acquisition disposition

Pre-effective Amendment No. 1 to the registration for U.S. Energy's buy-out of Crested Corp, its 71%-owned affiliate and USECC joint-venture partner: every two Crested shares convert into one U.S. Energy share, an implied $2.37 a Crested share. The amendment brought both fairness opinions forward to October 12, 2007 - Neidiger, Tucker, Bruner for Crested's minority and Navigant Capital for U.S. Energy - and set an October 10 record date; dissenting Crested holders keep appraisal rights under Colorado law.

business combination

U.S. Energy registered the shares to buy in the roughly 29% of Crested Corp. it did not already own, two Crested shares for one USE share, ending a decades-long joint-venture entanglement between the two. The deal was conditioned on a majority of Crested's minority holders voting for it, with USE agreeing to vote its own 70.1% the same way they did, and two independent advisers (Neidiger Tucker Bruner and Navigant Capital) each opined the ratio was fair.

business combination