Wyoming
(State
or other jurisdiction of incorporation or organization)
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83
0205516
(I.R.S.
Employer Identification Number)
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877
North 8th West,
Riverton,
Wyoming 82501
(307)
856-9271
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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Steven
R. Youngbauer
877
North 8th West,
Riverton,
Wyoming 82501
(307)
856-9271
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Copy
to
:
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Stephen
E. Rounds, Esq.
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The
Law Office of Stephen E. Rounds
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1544
York Street, Suite 110,
Denver,
CO 80206
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Tel: (303)
377-6997; Fax: (303) 377-0231
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Title
of each class of securities to be registered(1)
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Amount
to be registered(1)
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Proposed
maximum offering price per unit(1)
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Proposed
maximum aggregate offering price(1)
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Amount
of registration fee
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Common
Stock (2)
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___________
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__________
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$100,000,000
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$5,580.00
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(1)
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The
registrant is registering an indeterminate number of the identified
securities up to a proposed maximum aggregate offering price of
$100,000,000, which may be offered from time to time at indeterminate
prices. The registrant has estimated the proposed maximum
aggregate offering price solely for the purpose of calculating the
registration fee pursuant to Rule 457(o) under the Securities
Act.
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(2)
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Includes
the preferred share purchase rights (as adjusted and as subject to further
adjustment in certain events, including stock splits, stock dividends or
similar transactions) associated with the common
stock.
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Page
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No.
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About
this Prospectus
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i
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Where
You Can Find More Information
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ii
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Incorporation
of Certain Information by Reference
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ii
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Cautionary
Statement Regarding Forward-Looking Statements
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iii
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The
Company
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1
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Risk
Factors
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1
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Use
of Proceeds
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10
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Description
of Capital Stock
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10
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Plan
of Distribution
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11
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Legal
Matters
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13
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Experts
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13
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·
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our
annual report on Form 10-K for the twelve months ended December 31, 2008
filed with the SEC on March 13, 2009, as amended on April 2,
2009;
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·
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our
quarterly reports on Form 10-Q for the three months ended March 31, 2009
filed with the SEC on May 8, 2009 and for the quarter ended June 30, 2009
filed with the SEC on August 7,
2009.
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·
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Forms
8-K filed with the SEC January 8, 2009, January 12, 2009, January 20,
2009, February 4, 2009, March 4, 2009, March 16, 2009, March 19, 2009,
April 1, 2009, April 21, 2009, May 11, 2009, May 13, 2009, May 18, 2009,
June 1, 2009, June 8, 2009, June 22, 2009, July 13, 2009, July 27, 2009,
July 30, 2009, August 7, 2009, August 10, 2009, August 26, 2009, August
28, 2009 and October 16, 2009; and
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·
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the
description of our common stock in the Registration Statement on Form
8-A/A filed with the SEC on November 17,
2005.
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•
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general
economic conditions, whether internationally, nationally or in the
regional and local market areas in which we do business, may be less
favorable than expected, including the possibility that the current
economic recession in the United States will be severe and prolonged,
which could adversely affect the demand for oil and natural gas and make
it difficult, if not impossible, to access financial
markets;
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•
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our
ability to generate sufficient cash flow from operations, borrowings or
other sources to enable us to fully develop our undeveloped acreage
positions;
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•
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the
volatility in commodity prices for oil and natural gas, including
continued declines in prices, which would have a negative impact on
operating cash flow and could require us to take additional ceiling test
write-downs;
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•
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the
possibility that the oil and gas industry may be subject to future
regulatory or legislative actions (including changes to existing tax rules
and regulations and changes in environmental
regulation);
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•
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exploration
and development risks, and drilling and operating
risks;
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•
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the
presence or recoverability of estimated oil and natural gas reserves and
the actual future production rates and associated
costs;
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•
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the
ability to replace oil and natural gas reserves;
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•
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environmental
risks;
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•
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availability
of pipeline capacity and other means of transporting crude oil and natural
gas production; and
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•
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competition,
including competition for participation in drilling programs with
operating companies, resulting in less favorable terms for
participation.
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•
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the
ability to obtain permits required to initiate mining and processing
operations, and Thompson Creek Metals’ continued participation as operator
of the property.
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•
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completion
of a feasibility study based on a comprehensive mine plan, which indicates
that the property warrants construction and operation of mine and
processing facilities, taking into account projected capital expenditures
and operating costs in the context of molybdenum price
trends.
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For the geothermal
activities:
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•
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the
ability to acquire additional BLM and other acreage positions in targeted
prospect areas, obtain required permits to explore the acreage, drill
development wells to establish commercial geothermal resources, and the
ability of Standard Steam Trust LLC to access third-party capital to
reduce reliance on capital calls to its members (including U.S. Energy
Corp.)) for continued
operations.
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·
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Initial
results from one or more of the oil and gas drilling programs could be
marginal but warrant investing in more wells. Dry holes or over
budget exploration costs or low commodity prices could result in
production revenues below projections, thus adversely impacting cash
expected to be available for continued work in a program, ultimate
projected returns from a program, and a reduction in cash for investment
in other programs.
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·
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Further
investments of cash into the geothermal program may be required to
maintain our 25% interest, although a return on the investment may not be
realized for three to five years. To the extent additional
capital is not obtained from third parties, cash to sustain operations
will have to be raised from current members in Standard Steam Trust LLC
(including the Company) through capital calls, in which event the cash
required to maintain our interest at the 25% level could be
substantial. Failure to fund cash calls will dilute our
position.
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·
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We
are paying the annual costs to operate and maintain the water treatment
plant, approximately $1.7 million, at the Mount Emmons Project until such
time as Thompson Creek Metals elects to acquire an
interest. Thereafter, we would be responsible for paying our
share of plant costs. Even if Thompson Creek Metals elects to
participate in the Mount Emmons Project up to the 75% level, USE
thereafter would be responsible for its 25% share of development and
operating costs after Thompson Creek Metals has expended a total of $400
million on the property.
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·
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the
terms of the offer;
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·
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the
names of any underwriters, dealers or
agents,
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·
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the
name or names of any managing underwriter or
underwriters;
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·
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the
purchase price of the securities from
us;
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·
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the
net proceeds any from the sale of the
securities;
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·
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any
delayed delivery requirements;
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·
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any
discounts or concessions allowed or reallowed or paid to dealers;
and
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·
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any
underwriting discounts, commissions or other items constituting
underwriters’ compensation, and any commissions paid to
agents.
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Securities
and Exchange Commission registration fee
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$
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5,580
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FINRA
filing fees
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10,500
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Accounting
fees and expenses
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(1)
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Legal
fees and expenses
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(1)
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Miscellaneous
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(1)
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Total
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$
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(1)
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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Date:
October 20, 2009
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By:
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/s/ Keith
G. Larsen
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Keith
G. Larsen, CEO
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Keith G.
Larson and Mark J. Larsen and each of them, with full power of
substitution and resubstitution and each with full power to act without
the other, his or her true and lawful attorney-in-fact and agent, for him
or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any Registration Statement relating to
this Registration Statement under Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange
Commission or any state, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
indicated on the dates indicated below.
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Date:
October 20, 2009
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By:
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/s/ Keith
G. Larsen
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Keith
G. Larsen, Director
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Date:
October 20, 2009
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By:
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/s/ Mark
J. Larsen
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Mark
J. Larsen, Director
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Date:
October 20, 2009
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By:
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/s/ Robert
Scott Lorimer
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Robert
Scott Lorimer,
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Principal
Financial Officer/
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Chief
Accounting Officer, and Director
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Date:
October 20, 2009
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By:
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/s/ Michael
H. Feinstein
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Michael
H. Feinstein, Director
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Date:
October 20, 2009
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By:
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/s/ Al
Winters
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Al
Winters, Director
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Date:
October 20, 2009
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By:
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/s/ H.
Russell Fraser
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H.
Russell Fraser, Director
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Date:
October 20, 2009
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By:
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/s/ Michael
Anderson
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Michael
Anderson, Director
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1.
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To
engage in exploring, prospecting, drilling for, developing, mining,
extracting, producing, milling, refining, and otherwise processing for its
own account and for the account of others any and every type of mineral
substance of whatever nature, including but not limited to oil, gas, and
other hydrocarbon substances, base and precious metals, and fissionable
materials.
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2.
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To
market any and all mineral substances, including all hydrocarbon
substances, before or after
refinement.
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3.
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To
manufacture, buy, sell, and generally deal in any article, product, or
commodity produced as the result of or through the use of any inventions,
devices, processes, discoveries, formulae, improvements, and/or
modifications of any thereof, or any articles, products, commodities,
supplies, and materials used or suitable to be used in connection
therewith or in any manner applicable or incidental thereto: to
grant licenses, sub-licenses rights, interests, and/or privileges in
respect of any of the foregoing; to supervise or otherwise exercise such
control over its licensees or grantees and the business conducted by them,
as may be agreed upon in its contracts or agreements with such licensees
or grantees, for the protection of its rights and interests therein; and
to secure to it the payment of agreed royalties or other
considerations.
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4.
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To
form, promote, and assist, financially or otherwise, corporations,
syndicates, partnerships, companies, and associations of all kinds; to
give any lawful guarantee in connection therewith or otherwise for the
payment of money or for the performance of any obligations or
undertakings; and to achieve the purposes and exercise the power specified
herein, either directly or through subsidiary corporations, syndicates,
partnerships, companies, or other
associations.
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5.
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To
acquire, own, hold, develop, maintain, operate, manage, lease, sell,
exchange, convey, mortgage, dispose of, and otherwise deal in property of
every nature and description, both real and personal, whether situated in
the United States or elsewhere, so far as permissible by law; to pay for
the same in cash, the stock of this Corporation, bonds, or otherwise; to
hold, exploit, and develop or in any manner to dispose of or assign the
whole or any part of the property so purchased; and to produce, refine,
and market any and all minerals or other products from any such
operations.
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6.
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To
advance or negotiate the advance of money or interest on securities or
otherwise; to lend money or negotiate loans; to draw, accept, endorse,
discount, buy, sell, and deliver bills of exchange, promissory notes,
bonds, debentures, coupons, and other negotiable instruments and
securities; and to issue on commission, subscribe for, take, acquire, and
hold, sell exchange, and deal in shares, stock, bonds, obligations, and
securities of any government or authority or
company.
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7.
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Generally,
to carry on and undertake any business, undertaking, transaction, or
operation commonly carried on or undertaken by promoters and financiers;
and to engage in any other business which may seem to the Corporation
capable of being conveniently carried on in connection with the above or
calculated, directly or indirectly, to enhance the value of or render
profitable any of the Corporation’s activities or
business.
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8.
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To
have one or more offices to carry on all or any of its business and,
without restrictions or limits, to purchase or otherwise acquire, and to
own, hold, maintain, work, develop, sell, trade, exchange, convey,
mortgage, lease, or otherwise dispose of, without limit as to amount, and
in any part of the world, any property, real, personal, or mixed, and any
interests and rights, in whole or in part,
therein.
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9.
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To
apply for, obtain, register, lease, purchase, or otherwise acquire, hold,
use, sell, trade, exchange, assign, mortgage, or otherwise dispose of
trademarks, copyrights, inventions, trade names, formulae, secret
processes, and all improvements and processes used in connection with or
secured under letters patent of the United States or of other countries or
otherwise, and to grant licenses in respect thereto, and otherwise turn
the same to account.
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10.
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To
contract with the United States, or any agency thereof, or any of the
states or political subdivisions thereof, or with any persons in
authority, municipalities, boards, bureaus, or departments, or any
political subdivisions of any state of the United States or colonies or
territories thereof, or any foreign countries, or any political
subdivisions thereof, and all corporations, firms, associations, and
individuals in relation to or in connection with any of the objects,
purposes, or business of the
Corporation.
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11.
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To
act as a dealer for the sale of its own stocks and bonds and to execute
all instruments incident to the above; to enter into underwriting
agreements for the sale of its stocks and bonds or other securities; and
to make and enter into options for the sale of its stock upon such terms
and conditions as are permitted by the laws of the State of Wyoming and
the United States.
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12.
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To
indemnify officers, directors, and employees against harm or loss
resulting from their actions in their capacities as
such.
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13.
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To
purchase or otherwise acquire and to hold, mortgage, pledge, sell,
exchanges, or otherwise dispose of securities (which term includes,
without limitation of the generality thereof, any shares of stock, bonds
debentures, notes, mortgages, or other obligations, and any
certifications, receipts, or other instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other
rights or interests therein or in any property or assets) created or
issued by such persons, firms, associations, corporations, or governments
or subdivisions thereof; to make payment therefore in any lawful manner;
and to exercise, as owner or holder of any securities, any and all rights,
powers, and privileges in respect
thereof.
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14.
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To
lend its uninvested fund s from time to time to such extent to such
persons, firms, associations, corporations, governments, or subdivisions
thereof, and on such terms and on such security, if any, as the Board of
Directors of the Corporation, may
determine.
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15.
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To
endorse or guarantee the payment of principal, interest, or dividends
upon, and to guarantee the performance, of, sinking-fund or other
obligations of any securities, and to guaranteed in any way permitted by
law the performance of any of the contracts or other undertaking in which
the Corporation may otherwise be or become interested, of any persons,
firms, associations, corporation, government or subdivision thereof, or of
any other combination, organization, or entity
whatsoever.
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16.
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To
conduct is business in Wyoming, other states, the District of Columbia,
the territories and colonies of the United States, and foreign countries
and territories and colonies thereof; to have one or more officers outside
of this state; and to acquire, purchase, hold, mortgage, pledge, assign,
transfer, and convey real and personal property out of
Wyoming.
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17.
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In
furtherance of and not in limitation of the powers conferred by the laws
of the State of Wyoming, the Board of Directors is expressly authorized
without the assent or the vote of the stockholders to issue bonds,
debentures, or other obligations of the Corporation, secured or unsecured,
from time to time, for any of the objects or purposes of the Corporation
and to include therein such provisions as the redeemability,
convertibility into stock, or otherwise, and to sell or to otherwise
dispose of any or all of them, all in such manner and upon such terms as
the Board of Directors may deem property and as shall be fixed and stated
in a resolution or resolutions adopted by the Board of
Directors.
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18.
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To
such extent as a corporation organized under the laws of the State of
Wyoming may now or thereafter lawfully do, to do, either as principal or
agent and either alone or in connection with other corporations, firms or
individuals, all and everything necessary, suitable, convenient, or proper
for, in connection with, or incident to the accomplishment of any of the
purposes or the attainment of any one or more of the object herein
enumerated or designed directly or indirectly to promote the interest of
the Corporation or to enhance the value of its properties; and, in
general, to do any and all things and exercise any and all powers, rights,
and privileges which a corporation may now or thereafter be organized to
do or to exercise under the laws of the State of Wyoming or under any act
amendatory thereof, supplemental thereto, or substituted
therefor.
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19.
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To
become a member of one or more partnerships, limited partnerships, joint
ventures, or similar associations.
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An
unlimited number of shares of common stock with a par value of $.01 per
share.
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3.
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The
amount payable upon shares in the event of voluntary or involuntary
liquidation.
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4.
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Sinking
fund provisions for the redemption or purchaser of
shares.
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5.
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The
terms and conditions on which shares may be converted if the shares of any
series are issued with the privilege of
conversion.
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6.
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Voting
rights, if any.
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1.
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No
such distribution shall be made at a time when the corporation is
insolvent or when such distribution would render the Corporation
insolvent; and
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2.
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Each
such distribution when made shall be identified as a distribution in
partial liquidation and the amount per share disclosed to the shareholders
receiving the same concurrently with the distribution
thereof.
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1.
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No
such distribution shall be made at a time when the Corporation is
insolvent or when such distribution would render the Corporation
insolvent.
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2.
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Each
such distribution, when made, shall be identified as a distribution in
partial liquidation and the amount per share disclosed to the shareholders
receiving the same concurrently with the distribution
thereof.
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(a)
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The
foregoing opinions are based on and are limited to the Wyoming Business
Corporation Act (including applicable provisions of the Wyoming
Constitution and reported judicial decisions interpreting these laws) and
the relevant federal law of the United States, and we render no opinion
with respect to any other laws or the laws of any other
jurisdiction.
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(b)
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We
assume that no action that has been taken by the Company in connection
with the matters described or referred to herein will be modified,
rescinded or withdrawn after the date hereof. We further assume
that the resolutions to be adopted by the Board of Directors of the
Company after the date hereof, as well as actions to be taken by the Board
of Directors after the date hereof, including (without limitation) the
adoption of all resolutions and the taking of all actions necessary to
authorize the issuance and sale of the Common Stock, will be in accordance
with the Company’s articles of incorporation and bylaws, and applicable
law.
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(c)
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This
opinion is limited to the matters expressly stated herein, and no opinion
may be inferred or implied beyond the matters expressly stated herein. The
opinion expressed herein is rendered and speaks only as of the date hereof
and we specifically disclaim any responsibility to update such opinion
subsequent to the date hereof or to advise you of subsequent developments
affecting it.
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