US Energy Corp. Announces Landmark Five-Year Helium Offtake Agreement with Global Industrial Gas Leader

Key Highlights and Investor Impact

• Material Definitive Agreement Signed:
  US Energy Corp. has entered into a five-year, 100% take-or-pay Helium Sales Agreement with an investment-grade, globally recognized industrial gas company. The counterparty is contractually obligated to purchase, or pay for if not taken, 100% of the helium production from US Energy’s planned facility during the initial term. This arrangement significantly reduces volume and demand risk for US Energy, establishing a stable, predictable revenue stream.
• Inflation-Linked Revenue Growth:
  The pricing terms of the contract are linked to the Consumer Price Index (CPI), providing investors assurance of inflation-protected revenue growth over the contract period.
• Year-Three Price Redetermination & Right of First Refusal:
  The agreement features a price redetermination process in year three, allowing either party to request a renegotiation of terms. If US Energy solicits third-party offers, the current counterparty retains the right to match the most favorable offer at a 5% premium, thus securing the contract at improved pricing.
• Multi-Revenue Platform:
  The helium contract positions helium as the initial contracted revenue stream within US Energy’s anticipated multi-revenue platform, which will also include carbon management and Section 45Q tax credit revenue flows.
• Complementary Carbon Management Strategy:
  The Agreement complements US Energy’s previously announced carbon management strategy for its Big Sky Carbon Hub. CO₂ recovery, sequestration, and related Section 45Q tax credits remain distinct revenue streams. The company is advancing two Monitoring, Reporting, and Verification (MRV) plan submissions with the EPA, with approvals expected in summer 2026.
• Operational Timeline:
  US Energy anticipates initial helium sales and carbon management operations to commence in the first quarter of 2027, contingent on timely completion of plant construction and commissioning.
• Contract Terms & Risk Mitigation:
  The agreement includes customary provisions such as product specifications, measurement, take-or-pay obligations (with a 2.5% de minimis threshold before penalties and mitigation via third-party resales), billing and payment, warranty disclaimers, mutual limitation of liability for special, indirect, incidental, exemplary, punitive, and consequential damages, confidentiality, force majeure, default and termination, assignment, and dispute resolution. The contract is governed by Texas law.
• Forward-Looking Statements:
  The company notes that all forward-looking statements regarding commencement date, production volumes, future price redetermination, expansion plans, Section 45Q qualification, EPA MRV reviews, and anticipated benefits are subject to risks and uncertainties. Actual outcomes may differ materially.
• Exhibit & Press Release:
  A press release detailing the agreement was issued on April 27, 2026, and is furnished as Exhibit 99.1. The company has not filed the full Helium Sales Agreement as an exhibit to the 8-K but intends to submit it in future periodic filings with permitted redactions.
• Financial Impact:
  This agreement represents a significant milestone for US Energy Corp., providing a contracted revenue stream that is likely to be viewed favorably by investors and potentially impact the company’s share price, especially given the reduction in volume risk, inflation-protected earnings, and alignment with high-value industrial gas markets.

Important Considerations for Shareholders

• Revenue Certainty: The take-or-pay structure ensures that US Energy will receive revenue even if the counterparty does not take delivery of the helium, materially reducing the risk associated with market demand.
• Price Sensitivity: The price redetermination clause and inflation linkage present opportunities for revenue increases over time, but also expose the company to renegotiation risk and market competition.
• Potential Share Price Movement: The announcement of a binding, long-term contract with an investment-grade partner is a significant catalyst. Investors may anticipate share price appreciation as the market digests the implications for future cash flows and reduced business risk.
• Risk Factors: The report specifically warns that completion of the plant, regulatory approvals, and actual production volumes are subject to uncertainties and risks, which could materially affect financial outcomes.
• Regulatory and Strategic Milestones: Successful EPA approval of MRV plans and qualification for Section 45Q tax credits are key milestones, with timing uncertain but potentially impactful for both carbon management and revenue diversification.

Strategic Significance

The execution of this agreement marks a transformative step for US Energy Corp., positioning the company as an emerging participant in the global industrial gas and critical minerals supply chain. The helium offtake agreement is a foundational contract supporting the company’s planned Big Sky Carbon Hub, setting US Energy up for future growth in both helium and carbon management markets.

Contact and Additional Information

For investor inquiries: Mason McGuire, [email protected], (303) 993-3200
Company website: www.usnrg.com

Disclaimer

This article contains forward-looking statements based on the information disclosed in US Energy Corp.’s Form 8-K and accompanying press release. Actual results may differ materially from those projected due to various risks and uncertainties, including but not limited to regulatory approval, operational execution, market conditions, and contractual performance. Investors should not place undue reliance on forward-looking statements and are encouraged to review full SEC filings and consult their financial advisers before making investment decisions. The author assumes no responsibility for the accuracy or completeness of the information presented, nor any obligation to update or revise statements in light of new information or future events.

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