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Published on 11/2/2006 in the Prospect News PIPE Daily.

U.S. Energy terminates $50 million equity line with Cornell Capital

By Laura Lutz

Des Moines, Nov. 2 - U.S. Energy Corp. cancelled its previously announced $50 million equity line with Cornell Capital Partners LP and all related agreements, according to an 8-K filing with the Securities and Exchange Commission.

The agreements were terminated on Oct. 31.

Cornell will retain 68,351 restricted shares of the company's stock and a three-year warrant, exercisable for 100,000 shares of restricted common stock of the company at $7.15 per share, that were issued in connection with the agreement. Newbridge Securities Corp. will retain 1,399 restricted shares issued similarly.

The agreement was originally announced on May 5, and it was modified on June 8.

Under the amended agreement, if the volume weighted average price of the company's stock over the pricing period before a draw was below the minimum acceptable price, the company would issue shares at a price equal to the greater of the price stated in the advance notice or the minimum acceptable price. The minimum acceptable price was equal to 95% of the volume weighted average price of the stock on the day before notice of a draw.

Under the terms of the three-year line, Cornell was allowed to buy shares of U.S. Energy at 98% of the lowest VWAP for the five trading days after notice of a draw.

U.S. Energy, located in Riverton, Wyo., is a gold, uranium, vanadium and molybdenum exploration company.


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