Reggie Larsen - Director of Investor Relations Keith Larsen - Chief Executive Officer and Chairman David Veltri - President and Chief Operating Officer Steven Richmond - Chief Financial Officer

Patrick Rigamer - Seaport Global Securities John White - Roth Capital Partners

Good morning. My name is Nicholas and I will be your conference operator today. At this time I would like to welcome everyone to the US Energy Corp. First Quarter 2015 selected highlights financial results and operations update conference call. All lines have been placed on mute to prevent any background noise. I would now like to turn the conference over to Reggie Larsen, Director of Investor Relations of US Energy Corp. Sir, you may begin your conference.

Thank you, Nicholas. Good morning, ladies and gentlemen, and thank you for joining us today. With me this morning is Keith Larsen, Chief Executive Officer; David Veltri, President and Chief Operating Officer; and Steve Richmond, Chief Financial Officer of the Company. In terms of an agenda for today’s call, Keith will provide you with an overview of our highlights, financial results and operating initiatives for the first quarter of 2015 and we’ll finish the call with a question-and-answer session. As a preliminary matter, I would like to note that during this call, we may make forward-looking statements which may be identified by the words “will, anticipate, expect” and similar words that are based on the beliefs and assumptions of US Energy’s management. These and all statements other than statements of historical fact are forward-looking statements within the meaning of Section 21e of the Securities & Exchange Act of 1934 and Section 27a of the Securities Act of 1933. The forward-looking statements are subject to numerous risks and uncertainties including those described in the Form 10-Q for the quarter end of March 31, 2015, which we filed pre-market yesterday and our other filings with the SEC, all of which are incorporated herein by reference. Relevant non-GAAP reconciliations are available on the Company’s website which is located at www.usnrg.com. I’d now like to turn the call over Keith Larsen.

Thanks, Regg, and good morning ladies and gentlemen. Again, I’d like to thank the audience for attending today’s call and for following the Company’s progress as we enter the midway point of 2015. At the end of the first quarter, the Company had participation interest in 140 gross, 20.41 net producing wells, primarily located in South Texas and in the Williston Basin of North Dakota. During the first quarter of 2015, the Company produced 86,227 net BOE. Average net daily production during the quarter was 958 BOE per day, which is an approximate 18% decrease when compared to the same period of 2014. The decrease in production comes from the curtailment of drilling in both South Texas and North Dakota due to the dramatic downturn in the price of oil beginning in the fourth quarter of 2014. Pricing situation affected all aspects of our business including lower sales volumes and lower realized oil prices which are reflected in our published first quarter 2015 results. During the three months ended March 31, 2015, the Company recognized $2.7 million in revenue and cash provided by operations was 1.8 million. In March 31, 2015, we had $4 million in cash and cash equivalents and effective April 15, we have an additional $1.5 million in borrowing capacity under our $7.5 million line of credit with Wells Fargo. Redetermination of the line of credit is based on reserves and production forecast as of December 31, 2014 taking into account churn oil and natural gas price forecast. Within the three months ended March 31, we received an average of $893,000 per month from our producing wells, with an average operating cost of 531,000 per month, including work-over cost and production taxes of 86,000, our average net cash flows of 276,000 oil and gas production before non-cash depletion expense. In the financial and operational release that was published yesterday which is available on our website, we presented an EBITDAX tables showing earnings before interest, income taxes, depreciation, depletion and amortization. Accretion [ph] of discount on asset retirement obligations on cash impairments, unrealized derivative gains and loss and non-cash stock compensation expense which we refer to as modified EBITDAX. Modified EBITDAX was a lot of 1.2 million for the three months ended March 31, 2015. The production and financial metrics that I’ve just stated have resulted in a net loss after taxes of $23.7 million or $0.85 per share basic and diluted for the quarter. This loss is inclusive of a recorded property impairment of $19.2 million related to our oil and gas assets which represent $0.69 of the $0.85 per share loss during the quarter. The impairment was primarily due to the decline in the price of the gas or the decline in the price of oil. Now, moving on to our oil and gas operations. In South Texas, the Company currently participates at approximately 28,696 gross, 6,781 net acres in Zavala and Dimmit County. Production averaged 270 net BOE per day from 35 gross 9.53 net producing wells during the first quarter of 2015. On March 16, 2015, CML Exploration LLC spud the Richard #1 well in the booth Turguas prospect targeting the Buda formation. The well was drilled and completed, open hole without fracture stimulation. Production commences in early May and the well had a peak early 24-hour flow back rate of approximately 820 gross BOE per day. The Company has a 12.9% working interest and 9.87% net revenue interest in the well. And the South McKnight prospect with South McKnight 1,305 B well, targeting the Eagle Ford formation was spud on March 5, 2015. The well is a vertical test well and was built to a major depth of approximately 6,700 and was fracture stimulated with 15 stages. Well is currently flowing back and we are monitoring the performance of the well in order to determine further developmental potential. Now, I’ll move on to the Williston Basin of North Dakota. The Company participates in approximately 84,810 gross, 3,511 net acres in Williams, McKinsey in Montreal County’s North Dakota with numerous operators. Production averaged 609 net BOE per day from 102 gross 10.32 net producing wells during the first quarter of 2015. We continue to actively participate in a drilling and completion of our inventory of wells in the basin in order to maintain our base production from this region. For the conclusion of our prepared remarks today, I’d like to note that we remain positioned to weather the current storm of reduced commodity pricing. I would point out that our low-level of debt is manageable at $6 million. We have substantial oil and gas assets and over 900 net BOE per day of stabilized oil and gas production. While we anticipate only a handful of additional wells will drilled during the balance of 2015, we’re continuing to seek funding sources to provide liquidity for the acquisition of a accretive operated project. We believe that we will be successful in these efforts and that this acquisition approach will be value added, complement to the expected reduced development of our portfolio through the drill debt [ph] this year. That concludes the oil and gas operations portion of the call. Operator, we begin the Q&A session now please.

[Operator Instructions] And our first question will come from the line of Mike Walcab [ph] with Lampco [ph]. Your line is now open. Please proceed with your question.

Thank you. My question is for Mr. Veltri. Mr. Veltri, I’m sure you’re probably aware, that in the course of the last several years, if you are a shareholder and disagreed with actions management that you are then excluded from being able to get any information that in the terms of a conversation. Do you agree with that policy? And if you, and I know the board members are aware of it, why have an investor relations department [ph]?

Well, Mike, I’m not aware of any formal policies that we’ve adopted to exclude information. We make all of our information available to the public at the same time to everybody and we’re happy to share our information with you.

Our next question comes from the line of Patrick Rigamer with Seaport Global Securities. Your line is now open. Please proceed with your question.

Hi, good morning. Appreciate you taking my call. I was just curious if maybe you could comment a little bit more on being the new landscape and what you’re seeing there, maybe kind of, are you seeing more deals or fewer deals than you were, you know, a month or two ago? Are those moving around? Just any comments right on that landscape.

Sure. We’ve evaluated about a dozen potential candidates for acquisition. We’ve made three offers on property that we feel like that we could transact on and the - where in the price range we’re looking at using current strip pricing. Those properties did close and as additional ones that we’re evaluating, we’re using the same approach and valuation method. So we do see some activity and we’re participating in trying to work in today’s parameters and make sure that anything we acquire is pretty different [ph] and actually making money in today’s environment.

Can you provide any framing around potential size of acquisitions that you’re looking for from a monetary or project standpoint or anything like that?

Well, you know, we’re looking acquisition [ph]. All over the board it really - it depends on the company that are offering those. We’re just trying to make sure that they’re accretive to our balance sheet and their positive for the Company and they’re comfortable and operate [ph].

Okay. And then, in the South Texas Bud program, it looks like you’re still getting some solid results with this open-hole completion. Here is - with the open-hole completion, is there an opportunity later in the life of the well to go back in and frac once the production got it down? Like is there any production response or is that something - I’m not geologist, all right, so.

Well, I think that the engineers will have to look at that and evaluate that further on down the line but our operators so far have not indicated that the plan on ongoing in and fracking any of the wells.

Okay. And then, I guess, just moving on for the docking quickly, I’ve heard a lot of operators talk over this earning season about decreasing well cost, increasing EURs and you guys are in a bit of an interesting position. You actually get the AFEs and season numbers. I’m curious if you have any comments on where you see the economics in the play at this point and are they proving or any comment [ph] there.

You speak specifically about some of our operators in the Bakken. Of course, we haven’t drilled that many well are in Texas this year. But we were seeing AFPs around 10 million. We’ll we’ve seen them now closer to the 7 million. I think that’s reflective of the service cost. Of course, there’s only 80 rigs working up there. And so when you see the downturn, you can expect the cost to come down. In fact, I would expect the cost to at least be 20% lower than they were a year ago and probably approaching 30% to 35% lower. And I think that’s going to be true in South Texas as well.

Okay. That’s it for me. Thank you.

Thank you.

Your next question comes from the line of George Asper [ph], a private investor. Your line is now open; please proceed with your question.

Good morning to everyone. You, Keith, a little commentary or someone there on - back to the question just taken before. On the Buda wells, the decline curves. Can you just give some thoughts as to what you’re seeing in these current production rates on, let’s see the last three or four of them that you’ve drilled coming off their high rates? I mean, what kind of recovery are you getting currently?

Well, George, it’s still being evaluated. We have proved that the plumbing underground is interconnected. We’ve seen communication between the wells. Really, it’s more of a question, Dave, that you may answer. Are you looking for EURs or decline rate during the first year, George?

Decline, yeah, decline rates.

Dave, do you have an answer to this?

Well, the decline rates are - there’s been a little, I guess, excess [indiscernible] well because of communication as well putting back online. We’re hoping to recover those at the end, back at the efficient [ph] rate. But these wells are still seen about 55% mining [indiscernible].

55%, okay. All right. And then ongoing on the previous question and reworking Buda wells that you had currently, is there any thought - and I know that, I think the Beeler 24 maybe was drilled to - into the Eagle Ford, but, is there a chance that these Buda wells, if they teeter down to where it’s not appropriate to produce and Triford [ph] drilling downward to the Eagle Ford, is there a possibility doing that or would that require a total new total system.

There’s certainly a possibility to sidetrack and go to other levels in the system. Eagle Ford to Chalk [ph]. We’re testing different levels in the area like some point in time we’ll take a look at that underneath our current well. But it’s absolutely it’s possible to drill another hole inside the current well.

I got you. And am I correct that the dealer 24, which was targeted the Eagle Ford, is there anything you can tell us on the results of that situation?

Well, I - the only thing George, I think we’ve said this before, we do plan on Contango does, is considering drilling another Eagle Ford well in our Leona River formation. And the purpose was to do some science on those [indiscernible] but we haven’t released the result but it’s encouraging enough to - I believe that if it’s not this year, we will drill another Eagle Ford. And that could keep. Probably, the big thing here is the completion technique. And so, the completion technique we used on the first Eagle Ford weeks and we’ve rolled with or different than what - you know, being use for companies such as ecso [ph]. Just have some replace results. Very close to our acreage position.

I think they’re still evaluating that and what the lower commodity process. The oil is still on the grounded side going anywhere but that is a potential for the future.

I see. I see. Okay. And then as far as getting involved in - in your other partnerships, is there any altering of your relationships on the other part of subset or drilling in the area. In that particular agent. Now, that particular area.

Well, I think that our partnerships are sold with these folks and -

Okay. A - David Veltri:

Okay. Well, that’s good. And then one question, please, on the [indiscernible]. But where do you set on that situation? Is there anything being done at all out there in terms of maintaining your water treatment operations or trying to get further along on permitting.

There is. What we’ve done is we’ve asked the forest service to do a scoping study and do some geotechnical work but we’ve cut cost we ever we stand down there. We look to cost again where we can. But we do take the treatment of the water very seriously. We’ve had an excellent record down there in the treatment of the water. But in low commodity prices, again, we’re trying to cut sot wherever we can. Not to say that we haven’t in the past but - and we also are seeking alternative ways to handle Mount Emmons. Bringing in a partner, working with anybody that has any interest, and we are actively pursuing that.

I see. Okay. All right. Thank you.

Thanks, George [ph].

Our next question comes from the line of John White with Roth Capital Partners. Your line is open. Please proceed with your question.

Good morning and thank you for your time. Proceeding with further questions on the Buda, okay, it’s receiving a lot of attention because you’ve got a fairly high net revenue interest and also the completion technique. Two questions really, so the Richard#1 and the S McKnight. Are those vertical well boars. And question number two frac job would you describe the Buda in this area as a conventional reservoir and if - and can you talk a little about the porosity and the permeability in the wells.

Well, John, the Richard in the Buda, these are naturally fractured formations which we’re looking for [indiscernible] or permeability to deliver rates in the wells. So these are kept open hole. And the Richard itself is a - three legs in that well. And the porosity and permeability are, I guess, pretty high in the fractures and pretty low in the Rock itself. The - you know, this is - we’ve got one leg outgoing out. Due East and then one South East at - well, probably around less than 180 degrees from [indiscernible] develop more. The south McKnight is a targeted, the upper Eagle Ford lower chalk. So it was more vertical set. And it’s still flowing back right now. Just starting to kind of little oil. So we’re just assessing that’s how work. But that’s the thing at wells, we’re trying to [indiscernible].

Okay, well, thank you very much.

Thank you, John.

Our next question comes from the line of Mike Jacobson [ph], a private investor. Your line is now open.

Good morning. I wonder if there’s any update at all regarding the old uranium property and how is that progressing regarding permitting?

Well, I’m assuming that you’re referring to the uranium deal where we told them the uranium mill on the property if that’s the case, there’s a small Canadian company that has signed an agreement uranium one to find those assets and they have informed us that they got an extension or seeking financing so that they can close that deal. And they’re optimistic. They’re going to close it by June 30.

Okay. Thank you.

Thanks, Mike.

Our next question from the line of William Rasillas [ph], a private investor. Your line is now open.

Just a simple question. Do you have any leases in the Niobrara?

Do not.

And our next question will come from the line of George Asper [ph], private investor. Your line is now open.

Thank you. Just a follow up on the Bakken. You have several wells now that - in your release said, were indicated as drilled completion pending. Which I assume obviously that they’re not - that that completion is then put off because of the decline in the price of oil. Do you have any thought process or can you share any idea, information on what price you might - is the drillers involved in these project would go back and initiate completion activity?

We don’t, George, I - some of these operators are very large companies and I’m not sure they’re pulling them in inventory but rather bring them for timing. We’re seeing that drilling now. Drilling as many as 8 to 10 wells per pad [ph].

I see.

And it’s just function of when they get time to comeback in and frac those wells. And these bigger companies have the budgets and the capital to keep completing. So we - I haven’t seen a whole bag of completions with our operators because of the price.

Okay, well, if they’re at the point where they’ve completed pretty much a pad drilling activity. And then they into going through the completion process beyond where they are. Can you give us a thought on how many days or weeks would be involved in and moving an individual project forward from where it is now?

Oh, I’d have a tough time, George.

Okay.

I can’t tell you that over the course - well, since we got involved in the Bakken over the past five years that we’ve seen changes in the fracking. The stages are up as high as I’ve seen as high as 52 stages in some of the wells that we’re in. And the amount of sand or [indiscernible] that they put in has changed. So I think it’s still - some clients and they’re seeing the results as well as economics. Well, they go back to 26 stages now that the prices have come down. It’s probably a function of they will be looking at those wells and the performance and EURs in those wells. But to have to give intimate knowledge, I really just don’t have it.

Okay, well, thanks for that.

All right. Well, thank you, George.

There are no further questions at this time. I’ll it back over to Keith Larsen for any final remarks.

Well, in closing we remain committed to the major development of our portfolio as well, along industry wait out a price rebound or improved project economics based on reductions in drilling and completion cost. We’re going to remain cautiously optimistic as the curtailment of drilling in the U.S. is beginning to have an impact on the daily output of U.S. producers. We, along with our peers close monitor the price per barrel. And we’ve seen the price improve by approximately $15 per barrel from a slow point thus far in 2015. During the year we have funded our joining capital commitments without taking on additional debts during the down turn. We’ve recently drilled and brought into production, a strong development well in the Buda, conducted key testing in order to determine additional potential [indiscernible] and I’ve seen a meaningful reduction in drilling and completion cost over the last several months. We have strong banking relationships and are seeing additional leverage at this time in order to capture treaty [ph] of acquisitions at the current commodity price environment. There’s also our intent to consolidate our acreage positions where appropriate, transition the company into operations during the 2015. Operator, that’s completes our remarks.

Ladies and gentlemen, thank you for your participation in today’s conference. This now concludes the program and you may disconnect.