Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(b)

Effective on January 27, 2021, Patrick E. Duke resigned from the Board of Director of U.S. Energy Corp. (the "Company"). Mr. Duke's resignation was not in connection with a disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Company wishes Mr. Duke future success and thanks Mr. Duke for his service to the Company.





(c)

To fill the vacancy left by Mr. Duke's resignation, the Board of Directors, with the recommendation of the Nominating Committee of the Board of Directors, appointed Mr. Ryan L. Smith, the current President, Chief Executive Officer and Chief Financial Officer of the Company, to the Board of Directors, effective January 28, 2021. Mr. Smith, in filling Mr. Duke's vacancy on the Board, will serve as a Class Two director, and will be up for reappointment at the 2021 annual meeting of stockholders.

There are no arrangements or understandings between Mr. Smith or any other persons, pursuant to which Mr. Smith was selected as a director.

Mr. Smith is not a party to any material plan, contract or arrangement (whether or not written) with the Company, other than his March 5, 2020, employment agreement, which is described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 10, 2020, which information is incorporated by reference herein.

Mr. Smith is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

Mr. Smith is not expected to be appointed to any committees of the Board of Directors.

There are no family relationships between any director or executive officer of the Company, including, but not limited to Mr. Smith.

Mr. Smith's biographical information is provided below:

Ryan L. Smith, age 38, has served as the Company's Chief Executive Officer since December 2019 and as the Company's Chief Financial Officer since May 2017. Mr. Smith consulted for the Company from January 2017 to May 2017. Prior to this position, Mr. Smith served as Emerald Oil Inc.'s Chief Financial Officer from September 2014 to January 2017, and Vice President of Capital Markets and Strategy from July 2013 to September 2014. Prior to joining Emerald, Mr. Smith was a Vice President in Canaccord Genuity's Investment Banking Group focused solely on the energy sector. Mr. Smith joined Canaccord Genuity in 2008 and was responsible for the execution of public and private financing engagements along with mergers and acquisitions advisory services. Prior to joining Canaccord Genuity, Mr. Smith was an Analyst in the Wells Fargo Energy Group, working solely with upstream and midstream oil and gas companies. Mr. Smith holds a Bachelor of Business Administration degree in Finance from Texas A&M University.

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