BSIN

Morning, and welcome to Big Sky Industrial Inc. Second Quarter 2026 Earnings Conference Call. All participants are on listen only mode. Following management's prepared remarks, there will be a question-and-answer session for analysts. Today's call is being recorded and a replay will be available on the Investor Relations section of the company's website at bigskyindustrialinc.com. Before we begin, I would like to remind everyone that today's discussion will include forward-looking statements within the meaning of the federal securities laws. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to the company's most recent SEC filings, including the Form 10-Q filed today with the Form 10-K for discussion of these risks. Statements made on this call only as of today and the company undertakes no obligation to update them.

Joining us today are Ryan Smith, President and Chief Executive Officer, and Mark Zajac, Chief Financial Officer. I will now turn the call over to Ryan Smith.

Thanks, Mason, and good morning, everyone. Welcome to our second quarter call, the first one we get to do as Big Sky Industrial. Investor engagement over the last 90 days has been the strongest I've seen in my time here, with more meetings, sharper questions, and a lot more of them from institutions that have never looked at us before. The story is starting to resonate, and that's a credit to the work this team has put in over the last several quarters. Let me start with the name, since it's the most visible change since we last spoke. on June 8th, U.S. Energy Corp. became Big Sky Industrial, and our stock began trading on Nasdaq under BSIN. Structurally, nothing moved and nothing was required of shareholders. It wasn't a change in strategy, but it was the name catching up to the business.

We spent the last few years turning a legacy oil and gas producer into an integrated industrial gas and carbon management platform, and in the second quarter, we made that official. The quarter was about finishing the foundation and then going to work on top of it. in April, we completed the Phase 1 capital stack by amending our credit facility and doubling the borrowing base. Later that month, we signed a five-year, 100% take-or-pay helium offtake with an investment-grade global industrial gas counterparty. In June, we completed the rebrand, and all quarter long, capital went into the ground in Montana. Every structural piece of Phase 1 is now in place, engineering, permitting, EPC, funding, and offtake. What's left between here and first revenue is execution.

Here's how I'll walk through the call this morning, what's happening in the field, then our commercial position and the market we're walking into. Mark will take you through the quarter and the balance sheet, and I'll come back at the end with what's ahead. Let's start in the field because like every development project, execution is critical. We made our final investment decision on the Phase 1 processing facility in March, and we took it the way it should be taken. Engineering complete, permitting complete, a fixed scope EPC contract with CANUSA EPC, and a funded capital stack behind it. Five weeks later, we added a long-term contracted helium buyer on top of that. Since then, it's been a construction project and not a development project. Capital went into the plant through the first half and long lead equipment items are moving through fabrication.

The plant is sized for up to 8 million cubic feet a day of inlet capacity, which gets us to more than 14 million cubic feet of contained helium and about 125,000 metric tons of captured CO2 per year. On the field side, the producing wells are in the ground along with two operational Class II injection wells. Gathering system installation is underway this summer. Plant commissioning is targeted for later this year and first gas and with it commercial operations for March 2027. That's the same schedule we gave the market when we first sanctioned a project and the modular plant design is a big reason why we haven't moved that. There's far less that can go sideways on site, and that's what keeps us comfortable on schedule and budget.

On the regulatory side, both of our monitoring, reporting, and verification plans on Big Rose and Cut Bank are in active review at the EPA. Those interactions have been positive and nothing has come up that gives us concern. We expect approvals well ahead of commercial operations, though that timing belongs to the agency and not to us. Those approvals are the gate to the Section 45Q credit stream, roughly $130 million of credit value over the first 12 years of Phase 1 alone. I want to highlight that number because I don't think it's understood yet. That $130 million of federal carbon capture tax credits from a single Phase 1 facility at a company whose entire market cap today is much less than that. It's policy-backed and commodity independent, sitting underneath everything that we're building.

The credit is $85 a ton with annual CPI-linked escalators. It has bipartisan support and it runs for 12 years. Our base case uses today's rate and anything better is pure upside. That number is more than just a line on a schedule. Under current law, 45Q credits are transferable. That means they can be sold to a third party for cash. We've begun the work to monetize the Phase 1 credit stream and pull that value forward rather than collect it in 12 annual installments. That converts a policy-backed credit stream into non-dilutive cash up front at a scale that is highly significant relative to where the company is valued today. We expect it to be the primary funding source for Phase 2, and we've already started that planning. You'll hear more from us on both of these throughout the balance of this year.

None of it sits in our base case, but it's the largest source of non-dilutive capital available to us, and we're actively working on it. Now to the commercial side of the platform. The helium offtake we signed in April anchors our initial revenue. A reminder on the terms, five years with an investment-grade global industrial gas company, one of the leading helium distributors in the world. 100% take or pay, 1.2 million cubic feet per month at a fixed plant gate price of $285 per Mcf with CPI escalation beginning March 1, 2028, and a price redetermination in year 3 that preserves our upside. Volume risk is gone. Demand risk is gone. The helium is contracted day one revenue 90 days later, here's what I'd still emphasize. A counterparty like that doesn't sign a multi-year, 100% take or pay contract with a development stage project on faith.

They put our resource, our development plan, and our ability to execute through significant diligence first. That was third-party validation of this asset, and nothing has changed the picture other than we're 90 days closer to first gas production. On helium, global helium supply is structurally tight. Instability in the Middle East, along with real questions about long-term supply out of Russia and Qatar, has only made it tighter. There's no substitute for helium in semiconductors, medical imaging, fiber optics, aerospace, or the manufacturing chain behind the AI build-out. Demand doesn't flex on price, and domestic supply is very thin. Our all-in contracted price of $285 is strong, especially with transportation and tolling costs sitting solely with our counterparty. Candidly, I think it will look conservative relative to where the market is heading, which is why we negotiated the three-year reprice.

We're an American producer of a strategically important industrial gas at a moment when that matters a great deal in Washington. On the CO2 and carbon management, 45Q tax credits has bipartisan support, was extended under the IRA, and the carbon management market is forecast to grow exponentially from here. Today, there are only about 20 operational CCUS projects in the entire country, which is a very short list, a list that we'll be on. What sets us apart is how the CO2 comes to us. It's created as part of our own industrial process, and we capture all of it and either sequester it permanently or put it into work and enhance oil recovery. There's no combustion, no fermentation, no energy-intensive capture equipment on the front of the plant. Most carbon projects spend real capital and real energy just to get CO2 into a pipe.

We don't, and that's a structural cost advantage and one that a competitor cannot go and just buy. On the oil front, Cut Bank keeps doing its job. Low decline, established production that supports the platform while we build out. The bigger point is the retained optionality that it gives us. There is significant recovery potential through phased CO2 enhanced oil recovery, and the CO2 comes from us. No third-party supply, no negotiation, no counterparty risk. We already hold more than 170 permitted Class II injection wells, so the path to a multi-decade production tail is a low capital path. Cut Bank is the captive CO2 outlet that closes the loop on the platform. With that, let me hand it to Mark to walk through the second quarter results and the capital structure.

Thanks, Ryan, and good morning, everyone. I will keep my remarks focused on the capital structure because that is where the most consequential financial work happened this quarter. There are two pieces I will cover, our Phase 1 capital position and the path forward. I will briefly touch upon the quarter's results, and the additional details can be found in the morning's press release and the 10-Q. Starting with the quarter, revenue was $2.1 million, essentially flat from a year ago, as stronger realized oil prices offset lower volumes following our completed divestiture program. Cash general administrative expense was $1.8 million, down from $2.6 million in the first quarter as the transaction-related professional fees behind FID, the EPC contract, the offtake, and the credit facility amendment rolled off. Adjusted EBITDA was a -$0.9 million compared to a -$1.3 million a year ago.

We invested $9.6 million of industrial gas capital in the first half against $2.5 million in the prior year period. That number is the one I would like to point to. It is the clearest financial evidence that Big Sky Industrial has moved from development into construction this year. As for our capital position, the equity offering we completed in March brought in capital to fund development and strengthen the balance sheet. in April, we amended our senior secured credit agreement, doubling the borrowing base to $20 million, fixing the interest margin at 200 basis points, and suspending quarterly financial covenant testing through the first quarter ending March 31, 2027. The facility runs to a May 2029 maturity with no prepayment penalties. Those are the right terms for a project in construction, low cost, no covenant noise, and flexibility on timing.

Together with cash on hand, these sources are expected to fund the Phase 1 program, and we will remain flexible on how we finance the balance of the build as construction advances. Second, the path forward. As we move from building into operations and begin positioning for Phase 2, the multi-stream nature of the platform opens capital avenues that were not available to us as a legacy E&P. Project-level debt becomes more accessible as MRV approvals and the contracted offtake de-risk the asset. The 45Q stream Ryan walked through is a financeable asset in its own right, a potential non-dilutive source of capital that sits outside our base case. Over time, while the existing facilities are appropriately sized for today, we would expect to transition to a larger, longer data facility as revenue comes online and the credit profile matures.

From a near-term liquidity standpoint, we ended the quarter with $21.5 million of total liquidity, and as of August 4, we had $16.4 million following a $4 million draw to fund construction. We believe we are well positioned to deliver Phase 1 into commercial operations in the first quarter of 2027. We are retaining multiple financing levers as the project advances. From here, my focus on the capital side is optimization, cost of capital, flexibility, pre-positioning for Phase 2. With that, back to Ryan.

Thanks, Mark. Let me close with the path forward because the gap between intrinsic value and where the stock trades is, in our view, the central fact of the investment case at Big Sky. Over the coming quarters, we have a sequence of independent de-risking events. MRV approvals in the near term, gathering system completion through the fall, facility commissioning later this year with first gas and first revenue in March of 2027. Phase 2 is the first step in that scaling, and it is entirely excluded from our base case model. It's a second larger plant on the same footprint using the same infrastructure, approvals, field operations, and many of the same commercial relationships. Our acreage, our permitted wells, and our geology already support 2x-3x Phase 1 capacity with no new land and no new approvals needed.

Because the heavy lifting is done, the incremental capital per unit is meaningfully lower, and as the asset de-risks, we would expect our cost of capital to improve as well. Compound those across a larger second unit, and our internal modeling supports project NPV that is multiples of where Phase 1 stands today. As I mentioned, the $130 million gross 45Q value earlier, that monetization work is underway now, either through a transferability transaction or a structured credit sale. This is a non-dilutive capital acceleration that isn't in our base case, and we'll share more with the market as it advances. Let me close with a candid observation on valuation because it gets at why we made this pivot. Small cap E&P companies trade at roughly 3x EBITDA today. Small and midcap midstream and gas processing trade at roughly 8x

Blue chip industrial gas companies trade at roughly 17x or higher. Those aren't our forecasts. They're public market multiples that anyone can verify. Once Phase 1 is operating, Big Sky Industrial is no longer a small cap E&P. We're an industrial gas producer with a contracted offtake, a carbon management business with policy-backed revenue, and a low decline oil business integrated as a captive CO2 outlet. We don't need every part of that re-rating for the equity to perform very well from here. Today, we traded a meaningful discount to our internally calculated Phase 1 NAV against an EBITDA multiple well below where any of those categories trade. Our job between now and commissioning is to keep executing the milestones and let the market award it. To put a fine point on the quarter, we completed the Phase 1 capital stack.

We signed a five-year 100% take or pay helium offtake, and we became Big Sky Industrial. Through all of it, construction advanced on schedule with the countdown to commercial operations now measured in months and not years. The backdrop for helium, carbon management, and American production of critical industrial gases has never been more favorable. I'm more confident in our plan today than at any point since we set it out. I want to thank our team in Houston, in Montana, and across our partner network for outstanding execution this quarter. And thank you to our shareholders for the continued support as we move from the build phase into the cash flow phase. Operator, with that, please open the line for questions.

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. Participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Charles Meade with Johnson Rice. Please proceed with your question.

Good morning, Ryan, to you and everyone on your team there.

Hey, Charles. Good morning.

I want to start with a simple question, maybe an obvious one, but MRV is one of the things on I think it's on your critical path to start up. Here's the question: in the case that MRV, let's say, took another six or eight months, would you still be able to start up your facility in 1Q 2027 and monetize the helium part of that stream, even if you don't have the MRV through yet?

Yeah. Good morning. Good question. I will caveat my answer with saying internally, and I will give my own opinion on that. I think that that six to eight-month timeline is a wildly unlikely timeline to happen. With that being said, the answer is unequivocally yes. We would be able to. We have the assets on the injection, sequestration, and disposal side to where, just hypothetically speaking, if we were commercial today, we could still sequester and utilize the CO2 that is captured from the plant, the exact same process and results that we would be doing in the first quarter of next year. We just wouldn't be receiving the Section 45Q credits.

Right. The Class II wells are there. It is just whether you have the whole MRV. You can inject in them. It is just whether you get the MRV credits. It would be the question.

Correct.

As a follow-up, and I am sorry I cut you off there, Ryan, the MRV is not really on the critical path to start up. You have talked about some of this in your prepared remarks. You talked about the gathering system and the facility construction. Can you share what are the items on the critical path and what you are, when you show up in the office on a Monday morning, if you didn't look at your phone on the weekend, what are the things you are most interested in seeing the progress on?

Yeah, from a high level, right, it is execution and more execution. With a plant like ours, the timing concerns are really extremely front-loaded with ordering long lead time items to get them into the EPC field and start plant construction. Stuff like power generators, which we are competing with data centers for power generation. We have bought and paid and taken ownership of those. Compression, membranes, and these other things that range from, on the short side, three, on the long side, nine months of lead time. From the very beginning, that was always the biggest concern is making sure that, one, we got access to be able to purchase these items, and then made those purchases and would have those well before plant construction, fabrication, et cetera. We have done the vast majority of that.

I would say by far the biggest bucket of long lead time items, which is really Caterpillar 2 MW power generators that run off nat gas, which we've recently acquired and put into our field, is by far the biggest concern, or I'll say was the biggest concern, and we've made really good progress on that. So over the next couple of months, it's those items that haven't already shown up, showing up, and then starting turning the proverbial wrench on everything early fourth quarter of this year.

Got it. That is great detail. If I could just sneak one more in, Ryan, and I know this is kind of peering. You've got a lot of stuff that you still. You've got a lot of turning the wrenches in front of you. But peering into the future, you made some comments about Phase 2 and about the potential there. As you look at what that could be, what are the key variables or what are the kind of key design parameters you're thinking about when you size that plant? From your prepared comments, it seems. I got the impression that maybe it's only capital, but are there other things like gross deliverability into the plant inlet or maybe the capacity of your gathering system?

What are the variables that you're going to be looking at in, let's say, nine months from now, after you've got your first facility up? What are the variables you're going to be looking at when you decide with your Board what size that Phase 2 is going to be?

Yeah. I think you kind of almost answered it with your question, right? I'll start with the smallest ones first. We always want to make sure we have the production, of course, to support further expansion. That being said, we have an extremely large resource here that really can, within natural limitations, can produce into the future into perpetuity. Example being, our first plant has a capacity of 8 million cubic feet a day. Our three producing wells are flowing or were test flowed at combined 17 million a day, and they're being choked back to feed this plant. Some of that production would go to a second plant. So, I would say, again, just using rough numbers here, half-ish of the needed production to go to the second plant is already there, and we will just open those wells up a little bit more.

On the sequestration side, and kind of related to your first question as well, we have already tested our sequestration wells. We tested with nitrogen just because it is cheaper and easier than CO2, but from an engineering standpoint, it is the same thing. The main sequestration well held on an annualized basis what would be [400,000] metric tons per year. We are going to be storing a quarter of that on this first phase. A lot of the infrastructure to expand Phase 2 is already in place. We would probably need to expand the gathering system a little bit on a second phase. That being said, just because of the geographic proximity of all these assets, even though we own a very large position up there, a lot of the activity we are doing is within half a mile to 1.5 miles of distance.

Expanding that gathering system, but that is a very low capital cost. That is probably $1 million. Going back to what would be the driving force, it really would be capital. Again, not to jump ahead here, but we think we have a pretty unique capital pathway here on non-dilutive pull forward cash through our Section 45Q credit stream. The sizes we have talked about, the sizes we have put in our investor presentation, which I think our investor presentation shows a Phase 2 that is 2x the size of Phase 1. I think right now, internally, we are kind of penciling between 2x and 3x, just as we move through the rest of this year.

A big driver on that will be both execution, monetization, and ultimate value to Big Sky Industrial on the Section 45Q pull forward as well as a modest amount of leverage that makes sense, and just having that toggle to fill that Phase 2 gap stack.

That is a great update, Ryan. Thank you.

Yeah. Thanks, Charles.

Our next question comes from the line of Tom Kerr with Zacks Investment Research. Please proceed with your question.

Good morning, guys. Just clarification on the offtake agreement. I don't have the numbers in front of me, but what percent of potential capacity does that cover? Is that taking all your helium or is it a small portion? I forget how that works.

It takes 100% of everything that we produce from Phase 1 processing.

Okay. What is the length on that again?

It is five years.

Five years. Got it. Okay. I was not sure if it was Sorry, go ahead.

It is five years, and we negotiated a three-year price revisit as part of that as well, to where we can go out and rebid and our current counterparty, it has to be within, it is either 2% or 3%, I apologize, I do not have that number in front of me, of the highest bid, or we would just go to a higher bidder. As of right now, it is five years for everything that that first plant produces.

Got it. Then quickly on the tax credit monetization. You probably can't talk about ongoing discussions, but would that be for all $130 million? Are there deals where you could keep half of it, or forward sale a portion of it, or just how do we look at that?

Yeah, it's really everything that you said. Every deal is different. I've said this publicly, so this isn't a big secret. We've already started discussions with a handful of nameplate buyers of these credit streams, and every structure is different. I think ultimately, we would have the flexibility to do all or some of them. I envision this first phase being all of them, just to pull that cash forward. Then, as we move forward through different phases of development here in the coming years, I think it's just a matter of math and financial analysis on how much we pull forward versus how much we keep in-house to offset our own tax liabilities.

Okay, I think that's all I have for today. Good report. Thank you. I'll get back in line sometime.

Thank you. We have reached the end of the question-and-answer session. I'd now like to turn the floor back over to management for closing comments.

Yeah, thank you everybody for joining us this morning. Thank you analysts for your questions. We are excited about what we are doing. We continue to make great progress on our project that we started roughly 18 months ago. We have a lot of catalysts coming up, both in the near term and throughout the remainder of 2026, that we are excited to update the market on when they occur. I appreciate everybody's time this morning and following us with what we think at Big Sky is creating a pretty unique and lucrative platform that currently doesn't exist in the small cap world. I appreciate your time, and thank you very much.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.

Good morning, and welcome to U.S. Energy Corp's first quarter 2026 earnings conference call. All participants are in listen-only mode. Following management's prepared remarks, there will be a question and answer session for analysts. Today's call is being recorded, and a replay will be available on the investor relations section of the company's website at usnrg.com. Before we begin, I would like to remind everyone that today's discussion will include forward-looking statements within the meaning of the federal securities laws. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to the company's most recent SEC filings, included in the Form 10-Q filed today and the Form 10-K for a discussion of these risks.

Statements made on this call speak only as of today, and the company undertakes no obligation to update them. Joining us this morning are Ryan Smith, President and Chief Executive Officer, and Mark Zajac, Chief Financial Officer. I will now turn the call over to Mr. Ryan Smith.

Thank you, Mason, and good morning, everyone. Thank you for joining U.S. Energy's first quarter 2026 earnings call. I appreciate your time, and more importantly, I appreciate the engagement we've had with so many of you over the past few months as our story is coming to clearer focus. I want to start by framing what this quarter actually represents because the context matters for how investors should evaluate our reported results. The first quarter reflects a company in the middle of a deliberate transition. We've intentionally divested non-core legacy oil and gas assets, we have intentionally redirected the proceeds into the largest organic development project in our company's history, and we've intentionally accepted near-term financial optics that don't reflect a legacy E&P business because the U.S. Energy of 2027 and beyond is not a legacy E&P.

It's an integrated industrial gas, energy, and carbon management platform anchored by one of the most distinctive geologic assets in the country. While the headline numbers reflect a company in the build phase, we believe the business is more clearly positioned around Big Sky than at any point in this transition. In the past 90 days alone, we have reached final investment decision on our Big Sky Carbon Hub processing facility, executed a fixed scope EPC contract with Canusa, completed our phase I cap stack through a large equity offering and an expanded senior secured credit facility, formally suspended our equity line of credit, and signed a five-year, 100% take-or-pay helium offtake agreement with an investment-grade global industrial gas counterparty. Each of these on its own would be a meaningful catalyst.

Together, they materially advance U.S. Energy's transition from a legacy E&P company toward an integrated industrial gas, energy, and carbon management platform. I'd like to walk through this morning in four parts. First, the operational and strategic progress at Big Sky. Second, the helium offtake and what the broader industrial gas and carbon market backdrop means for us. Third, our capital structure, where Mark will take a few minutes. Fourth, the path from here, near-term catalysts, phase II, and the value creation opportunity ahead. Let me start with operational progress, because this is where the work gets done. On March 18th, we announced final investment decision on the phase I processing facility at the Big Sky Carbon Hub and executed a fixed scope engineering, procurement, and construction agreement with CANUSA EPC, an experienced engineering firm with a track record in gas processing energy infrastructure.

This was the pivotal milestone that moves us from a development stage project to a project under construction. Capital is now flowing into the project. Long lead equipment is on order. The plant is designed for approximately 8 million cubic feet per day of inlet capacity, targeting roughly 14 million cubic feet of high purity helium and approximately 125,000 metric tons of refined CO2 per year at initial operations. Commercial operations remain targeted for the first quarter of 2027. I want to be very specific about what FID actually means at U.S. Energy because in our part of the market, the term is sometimes used very loosely. For us, FID was supported by completed engineering, completed permitting, a fixed scope EPC contract with a credible counterparty, a fully funded phase I cap stack, and a contracted helium offtake.

That is the institutional standard, and we hold ourselves to it. On the field side, drilling and completions wrapped in August of 2025, with three successful drilled wells plus two that we acquired. Two Class II permitted injection wells, which are the standard wells used for CO2 injection in oil field operations, are operational. Gathering infrastructure installation is scheduled for this summer, with facility commissioning targeted for the third quarter and first gas through the plant in the first quarter of 2027. The modular plant design materially limits on-site complexity, which is one of the reasons we have confidence in our schedule and budget. On the regulatory side, both of our monitoring, reporting, and verification submissions at Big Rose and Cut Bank are in active EPA review.

Based on our interactions to date, we have not identified any material issues, and we continue to expect approvals during the summer of 2026. These approvals are required to access the Section 45Q tax credit framework that underpins approximately $130 million of credit value over the first 12 years of phase I operations alone. I want to pause on that number for a moment. $130 million in federal tax credits from a single phase I facility for a company with a market capitalization that is a fraction of that figure. That represents a policy-backed, commodity-independent revenue stream that sits underneath everything else that we're building.

Under the Inflation Reduction Act, the 45Q credit at $85 per metric ton has bipartisan support and is currently available for 12 years for projects that begin construction before the year 2033. Our base case uses today's rate and any future enhancement is pure upside. With that foundation in place, I'd like to now turn to our recent helium commercial agreements, which underpins our initial revenue profile. On April 27th, we announced the execution of a five-year helium sales agreement with an investment-grade global industrial gas company, a leading helium distributor for the sale of contained helium produced at Big Sky. The contract is structured as 100% take-or-pay over a five-year initial term.

Phase I capacity is up to 1.2 million cubic feet per month, or roughly 14.4 million cubic feet per year at a fixed plant gate price of $285 per Mcf with CPI-linked escalation beginning March 1, 2028 and a year three pricing redetermination that preserves upside. I want to be very direct about what this contract does. It eliminates volume risk, it eliminates demand risk, and it establishes helium as the initial contracted day one revenue stream of our multi-revenue platform. It converts what was, until April, a commercial assumption into a signed agreement with an investment-grade counterparty. It also says something about how the broader market views our asset. Investment-grade industrial gas companies do not sign five-year, 100% take-or-pay agreements with development stage projects without extensive technical and commercial diligence.

This is, in effect, a third-party validation of the Big Sky resource, the development plan, and our ability to execute. Let me put this in the context of the broader market, because the macro backdrop for what we are building has gotten more favorable since we set out on this path. Global helium supply remains structurally constrained. Geopolitical disruption, including ongoing instability in the Middle East and uncertainty around long-term supply from Russia, Algeria, and Qatar has tightened an already tight market. Helium is a non-substitutable critical input for semiconductors, MRI machines, fiber optics, aerospace, and the entire AI data center build-out. Demand is inelastic and domestic supply is limited. Our pricing of $285 per Mcf, while excellent, is in our view, conservative relative to current market dynamics, which is why we incorporated a potential three-year reprice into our offtake agreement.

Crucially, U.S. Energy is an American domestic producer of a critical industrial gas, with all the policy tailwinds that implies. Beyond helium, the carbon management side of our business is equally important. Section 45Q has bipartisan support and was reaffirmed and extended under the IRA. The market for carbon management services is forecast to grow more than 145 times from 2023 captured volumes through 2050. Today, there are roughly 20 operational CCUS projects in the United States. We will be the 17th largest by capacity, and uniquely, we are the first U.S. project that does not depend on natural gas processing, ethanol fermentation, ammonia, power generation, or direct air capture as the source of CO2. Our CO2 is the byproduct of helium extraction. There is no combustion, there's no fermentation, there's no energy-intensive capture step.

That is a structural cost advantage that very few projects in the world can claim. That, in turn, connects directly to how we're approaching the remaining oil business. Cut Bank continues to provide low decline, established cash flow that supports the platform build-out. More importantly, Cut Bank has approximately 70 million barrels of incremental recovery potential through phase CO2 enhanced oil recovery. With feedstock supplied internally by Big Sky, eliminating third-party CO2 supply risk. Our 170-plus permitted Class II injection wells provide a low incremental CapEx path to a multi-decade production tail. We have approached the oil business with discipline. We're not adding incremental rigs or chasing growth for growth's sake. We're using Cut Bank as the captive CO2 outlet that completes our integrated value chain.

With that operational and commercial picture in place, I'd like to turn it over to Mark to walk through the capital structure, where we've made significant progress this quarter.

Thanks, Ryan. Good morning, everyone. I want to keep my remarks focused on the capital structure because that is where the most consequential financial work has happened this quarter. There are three pieces I'll cover: the phase I capital stack, the equity line of credit, and the path forward. First, the phase I capital stack is now complete. In March, we executed an equity offering that brought in capital needed to fund development and strengthen the balance sheet. On April 20, we amended our senior secured credit agreement, doubling the borrowing base to $20 million, fixing the interest margin at 200 basis points over the alternative base rate, and importantly, suspending quarterly financial covenant testing through the fiscal quarter ending March 31, 2027. The facility allows revolving borrowings through its May 31, 2029 maturity with no prepayment penalties.

These are favorable terms for a project under construction, and they provide the flexibility to execute construction without covenant pressure during the build phase. This capital stack will take us through completion of phase I and into revenue generation. Second, on the equity line of credit, we have not drawn on the ELOC since March 2nd, and concurrent with the closing of the expanded debt facility, we have formally suspended further use of the ELOC. We took this step deliberately to address a perceived dilution overhang associated with the facility. The message is clear: the equity capital structure is set for phase I, and the focus from here is execution, not further dilution.

Third, the path forward as we transition from phase I build to phase I operations and begin positioning for phase II, the multi-stream nature of our platform opens capital avenues that were not available to us as a legacy E&P. Project finance debt becomes more accessible as we de-risk through our MRV approvals and contracted offtake. The 45Q tax credit stream itself becomes a financeable asset, either through a transferability or a structured monetization, representing a potential non-dilutive capital source not currently in our base case. Longer term, our existing senior secure facility is appropriately sized today. We expect to transition to a larger, longer data facility as revenues and credit profile matures. From a near-term liquidity standpoint, we have the capital we need to deliver phase I into commercial operations in the first quarter of 2027.

From here, the focus on capital side is optimization and pre-positioning rather than funding the build. With that, I'll hand it back over to Ryan.

Thanks, Mark. Let me close with how we see this path forward because I think this is where the gap between intrinsic value and where the stock trades is most apparent. Looking out over the coming quarters, we have a sequence of identifiable, independent, de-risking events. MRV approvals are anticipated this summer. Gathering an EOR prep installation is scheduled across this summer and fall. Plant commissioning is targeted towards the end of 2026, with first gas and first revenue in the first quarter of 2027. Alongside the operational catalysts, we're beginning to advance commercial discussions on direct merchant CO2 sales, a second monetization path beyond sequestration credits, and one we believe could meaningfully enhance unit economics with very modest incremental capital. Beyond those near-term milestones, the next layer of value is in how the platform scales.

Phase II is the first step in that scaling, and it is entirely excluded from our base case financial model. Phase II is a second processing plant on the same footprint, leveraging the same infrastructure, the same regulatory approvals, the same field operations, and the same commercial relationships. Our acreage, our permitted wells, and our geology already support two to three times the phase I capacity with no new land and no new approvals. Because the heavy lifting is already done, the incremental capital required to execute phase II is meaningfully lower on a per-unit basis. As our credit profile matures and the asset de-risks, we would also expect the cost of capital to improve. When you compound these two effects, lower per-unit CapEx and a lower cost of capital across a second standardized unit, the project economics become quite compelling.

Our internal modeling supports project NPV that is multiples of where phase I stands today and equity returns that fundamentally re-rate the company. Alongside that operational scaling, there's also a financial dimension to how value can be realized. I mentioned $130 million of 45Q credit value across the first 12 years of phase I operations. Under current rules, those credits are transferable. We have a credible pathway to monetize a significant portion of that stream ahead of the underlying schedule, either through a transferability transaction or a structured credit sale. That is a non-dilutive capital acceleration that again, is not in our base case. We are working that work stream now, and we will share more as transactions advance towards execution. When you step back, those operational and financial elements ultimately shape how the market should evaluate this business.

I'd like to close with a candid observation about valuation because it gets to the heart of why we made the strategic pivot in the first place. Small cap E&P companies traded roughly 3x trailing EBITDA in today's market. Small and midcap midstream and gas processing companies have traded roughly 8x. Blue-chip industrial gas companies traded roughly 17x or significantly higher than that. Those are not our forecasts. Those are public market multiples that anyone can verify. Once phase I is operating, U.S. Energy is no longer a small cap E&P. We're an industrial gas producer with a contracted offtake, a regulated carbon management business with policy-backed revenue, and a low decline oil business that is integrated into the platform as the captive CO2 outlet. We don't need every part of that re-rating to happen for shareholders to do very well from here.

Today, we traded a meaningful discount to our internally calculated phase I NAV against a four EBITDA multiple that is well below where any of those referenced categories trade. The arithmetic of closing even a portion of that gap is very significant. Our job between now and phase I commissioning is to keep executing the operational and commercial milestones that allow the market to make that re-rating. To put a fine point on the quarter, we reached FID, we executed our EPC, we completed the phase I cap stack. We signed a five-year take-or-pay helium offtake. Construction is underway. The commercial operations countdown is months and not years. The macro backdrop for helium, for carbon management, and for American energy production has rarely been more favorable than it is now.

I'm more confident in the business plan today than at any point since we set out on this path. I want to thank our team in Houston and Montana and across our partner network for outstanding execution this quarter, and I want to thank our shareholders for their continued support and patience as we transition through the build phase into the cash flow phase. We have a tremendous amount of work ahead of us, but the path is clearer today than it ever has been. Operator, with that, please open the line for questions.

Thank you. We will now begin the question and answer session. To ask a question, please press star, then the number one on your touch tone phone. If you wish to remove yourself from the queue, please press star, then the number two. We ask the analysts to limit themselves to one question and one follow-up. Your first question comes from the line of John Davenport from Johnson Rice. Please go ahead.

Hey, good morning, Ryan and team, thanks for taking my question this morning. I wanted to start on the CO2 side. You had mentioned that, you know, you're evaluating the revenue stream outside of just the tax credits and doing some research on our own. We've seen, you know, the spot market for CO2 is trading as high as $900 per ton. I'm curious what you guys have been evaluating there, maybe how much of that 125,000 million tons per annum you might sell outside of tax credits and just some more information on that.

Hey, John. Good morning. Yeah, no, that's a great question, and those numbers that you just laid out are accurate.

Just backing up a little bit, it was very important for us to be able to, you know, forecast our base case projections on phase I of this project to what we can control, right? You know, we can control our helium sales, we can control our carbon sequestration, AKA CCUS, activities. We can control our oil field. Everything that we've talked about, that we've modeled out, that we've underwritten internally reflects that $85 per metric ton of CO2 sequestration and utilization numbers. That being said, everything you said is spot on. The end user, call it, whether it's food beverage grade, whether it's in the other industrial users, the pricing for that market is robust.

The end user, which, you know, it'd be tough for us to distribute to the end users. You'd have to go through a distributor similar to how we do it with helium. Being able to call it reallocate that CCUS CO2 into a, again, large scale, long-term investment grade counterparty CO2 distributor, especially to one of the coasts or the Midwest, the numbers are extremely compelling. Even if you take that, you know, $850, $900 end use number and cut it in half, right? That's four to five times on a pretty conservative basis of revenue selling into that market.

Right now, our initial plant, which we plan on capturing 125,000 plus metric tons a year of CO2 for sequestration and EOR purposes, not all of that CO2 that comes off of that plant is the same. Roughly two-thirds of it is a higher purity CO2 grade that would need a little bit of incremental capital to kick up that purification for industry and food beverage. Two-thirds of 125, it's a big number, right? It's about, you know, ballpark 80,000 metric tons a year, a little over 200 metric tons a day.

You know, running those numbers, at a fairly conservative $350-$400 per metric ton price, I mean, it increases our revenue profile, something like three or fourfold right out of the gate. One thing I think that we're currently working on now is, one, understanding that market and who the big players are, similar to our helium offtake. It's very important to me to have the highest quality counterparty on the other side of those transactions. We've started discussions early stage with a couple of them, and it's something that we're gonna pursue heavily in the second half of this year.

Going forward, as we grow the platform from phase I to phase II, which would be multiples of phase I, getting that CO2 into the end user industrial merchant markets is an absolute goal for us. It takes us from extremely attractive economics to something much greater than that if we could accomplish that. You're spot on. It's an extremely attractive market similar to helium. It's structurally short in the U.S., similar to helium. It goes to industries that are growing and constantly need it. It's a big focus for us going forward.

Okay. If I heard you right, basically the stream of CO2 that's produced wouldn't be able to go directly to those industrial users. There would have to be some incremental processing before that can happen.

Correct.

It'd be worth it to get, you know, 10, 20 times the tax credit price. I just wanted to make sure I had that correct.

It would be. It could be two things, right? It depends on the end user and the distributor. It would be either a little bit of extra equipment on our site. I would say nothing overly meaningful, maybe a mid-single digit capital increase on the whole project. Some of the end users have their next stage purification facilities at their distribution sites, whether it's in the Gulf Coast, whether it's in the West Coast, whether it's in the Midwest. I guess it could be ready for straight distribution. It would really just depend on economics and what the distributor wanted us to do.

Okay. All right. Got it. I believe that that is all for me. Thank you.

Thanks, John.

Your next question comes from the line of Tom Kerr from Zacks Small Cap Research. Please go ahead.

Good morning, guys. On the new helium offtake agreement, are you able to talk about the pricing and how that was, you know, determined or achieved? You know, some of the helium spot prices are higher than that. The Middle East conflict have risen prices a little bit. Are you able to talk about how you arrived at that price, the $2.85, I think?

I mean, I think from a high level, absolutely. Good to hear from you, Tom. Thanks for the question. You know, we had an offtake agreement on my desk to sign for a couple of weeks before the Middle East stuff kicked off. You know, I don't sign stuff when it shows up the same day, so we kinda sat on it for a while, made sure that all the numbers were right. You know, well, either fortunately or unfortunately, all the stuff in the Middle East kicked off. We immediately kind of reopened negotiations and pricing.

You know, pricing ended up going up 50-plus% kind of overnight on the production side, meaning, you know, the producers that drill and process and deliver gaseous helium. You know, that I guess simplistically, like I would call it 50% or so was what was realized by that happening. I think it's important as part of our agreement to understand that, you know, we signed for $285 escalates CPI every year over five years. Call it, you know, 300 and change over the life of the contract. Our counterparty is coming and picking it up at the plant and, you know, that's our bottom line number that we're getting.

Something that you see quite often, I would say the vast majority of the time, is companies that announce their helium pricing are giving a top-line number, and they're still responsible for tolling fees, for transporting it a couple thousand miles on their own nickel, and those costs are extremely significant. I've seen ranges from $125-$175 all in from what is being deducted from the top-line price that people announce. If you're comparing our announcement with, you know, call it some other announcements out there, I think a more promotional way to think about our price would probably be in the low $400 range from where, from where you've seen other people announce it.

Transportation was something that I was very concerned about, not taking on that risk on our side. You know, driving a tube trailer over the Rocky Mountains in the winter was something that it doesn't seem like it has a lot of upside to me. With the size of our counterparty and their just ingrained infrastructure at their level, as well as owning all the, you know, further down the supply chain liquefaction and distribution capabilities, it just made a whole lot of sense for us to have them pulling up to our plant a couple times a month and paying us on the spot.

Got it. Yep.

That's kind of how I would look about price. In regards to term, you know, we had all kinds of choices, options in front of us on term, ranging from, you know, one year to 10 years. You know, we settled on 5 as you know, with a revisit pricing after three years, which was something that was extremely important to us. To be honest, I'm not sure we could have gotten it before the Middle East kicks off, right? We're optimistic about helium prices going forward. At some point in time, the Middle East will slow down. Some of these supplies will come back online.

You know, I do believe that all of the in the news industries, whether it be AI, semiconductors, healthcare, national defense, aerospace, et cetera, like that demand for helium is not going anywhere but up and to the right. I believe, and I believe the analysis shows that the demand is going to grow significantly more than the supply options, both on a global basis and then extremely more on a domestic basis. If the Middle East tensions that have happened over the last few months have shown both the end users and the distributors anything, it's that a molecule of helium coming from the United States is worth a whole lot more than something coming from Qatar, Russia, or Algeria.

I think there's kind of a two-step value thesis on helium going forward, based on domestic supply and then just market demand.

Got it. That makes more sense. One more quick one from me. Can you update us or refresh our memory on sort of the all-in CapEx for the projects? You know, for all three projects, I know it's in the $20 million-$30 million range, and just how much have we spent and how much is left to spend at this point in time?

Great question. That's always kind of a moving number just because I mean, of course, we have it pinned down, but like, building out this infrastructure is very phased, right? I mean, it's a 14-different timeline thresholds for payment and construction going forward. I would say the way to think about it at the beginning was it was in the low $30 million for all of the, you know, kind of go forward infrastructure that we hadn't already spent money on. We've made a significant dent in that number so far. We started ordering our long lead time items and equipment whenever we announced it, a few I don't know when exactly the FID announcement was, maybe one month ago or so.

I think that we cut our first big check on the remainder that same week. We've done it recently. We probably have another $20 million-$25 million or so to spend over the project. A lot of that is front-weighted here over the next, call it, two or three months, and then a little bit of a kind of a trickle on the remaining 25% between then and the end of the year.

Got it. Okay. Thanks for the update. That's all I have for now.

All right. Thanks, Tom.

Your next question comes from the line of Dennis Richter from Security Pricing and Research. Please go ahead. Dennis Richter, your line is now open. Once again, Dennis, your line is now open.

Oh, I'm sorry. Mark, Ryan, good morning.

Good morning, Dennis.

Good morning. I apologize, I had you on mute there. My question is regarding if there are shut-in opportunities with the Cut Bank field. I mean, it's a legacy old oil field, and obviously you're looking to inject CO2 starting in first quarter next year. Are there currently opportunities in terms of bringing back wells that have maybe not been economic at past prices, but now at the $90, $100 level could basically provide incremental cash flow until you got the phase one accomplished? Then kind of a follow-up question to that, could you talk about your Montana field office and your staffing and in terms of people that are implementing, you know, these capital infrastructure aspects and your experience there, or the folks that are experienced there?

No. Good. Great question. On the first one, there is, and we've done some of them, on available opportunities on shut-in wells. I think that backing up a little bit, you know, understanding that oil asset is paramount to answering that question. It's an older proven legacy oil field. It has a lot of wells on it. The wells are vertical wells and a lot of those have been shut in.

Until you kind of, I'll call it, build/rebuild that reservoir pressure through tertiary recovery, i.e., injecting CO2 like we're going to be doing, turning legacy vertical wells back on it's not overly attractive because you know, you'll get some barrels out of the ground right off the bat. But without increasing the reservoir pressure from legacy levels to something more enhanced, you're probably looking at, like, a one or a two barrel a day type of steady state once they're back and flowing.

You know, to get something that's meaningful, i.e., adding, you know, a million, a couple million dollars to our bottom line, doing the level of that work, going in and working over those wells, I'm not sure that I know we would make money on it, but I'm not sure that it's a compelling enough return to kind of spend that capital. Some of the, you know, proverbial, like, very low-hanging fruit, turning some wells back on that we normally would not have done, We've already done that. We've added 40 to 50 barrels a day over the last month, just doing that.

You know, I think that, again, not a huge number, but just, you know, if you can pick up a few dollars laying on the ground with low capital expense, that's always something that we'll do and we'll continue to evaluate. Without a doubt, most of the upside comes from those wells that I'm discussing, getting the reservoir pressure up, turning them back on, and instead of having, you know, one or two barrels a day come out of 10 wells, you have 10 or 15 plus coming out of those shut-in wells. On the Montana operations side, great question, and I think you might be the first person who's asked me that. We absolutely have a, again, relative to the size of the area, a fairly large presence in Montana.

I think we're the third largest employer up there after, you know, local municipal healthcare and school districts. We have roughly 13 to 15 people that run our day-to-day operations that are up there. They've been with this asset ever since Quicksilver and Blackstone owned it, and we inherited them with the deal. I mean, there's not 15 people more familiar with this asset in the world than the folks that are up there. This is their sole focus. This is their sole jobs. This is what they do every day. Like everything else, you know, we have a field office up there under our subsidiary in a nice little building that looks like a small insurance company.

We have an equipment yard a little bit outside of town just for staging and holding equipment, et cetera. From a day-to-day operations perspective, it would be very hard, in my opinion, if not impossible, to improve that just due to the familiarity with the asset that these folks have. Of course, we have, you know, our a little more senior on the corporate chain people here in Houston, along with one of our senior guys who's based out of Denver, that's ex-EOG, ex-Anadarko, that kind of oversees them and spends a lot of the time in the field as well.

Appreciate it. Thank you. I'll go back into the queue. I have a follow-up question.

You can go ahead and ask it now if you want.

Okay. In terms of accelerating to phase II, Mark, you mentioned in terms of the getting the EPA approvals for the 45Q credits. Some of these credits you mentioned can be monetized. Could you kind of talk about provide more color on your, you know, options once you get that approval, you know, as you expect in, you know, that summertime period? What would be the hurdles to get phase II implemented earlier?

Yeah. Another good question. This is Ryan. I'll address that because I'm pretty close to that situation. I'm gonna answer them in a different order than you asked. I'm gonna answer the 2nd one first. Our phase II hurdles, of course, you always have operational and technical stuff you need to do. By far our phase II hurdle is optimal capital stack for that phase II. Much of what we're doing is infrastructure heavy cost, right? Like, phase I is 90% of the capital we've spent on this project so far is on the infrastructure side. I expect phase II to be very similar. You know, our resource there is extremely proven. Resource meaning resource under the ground, helium, CO2, et cetera.

It's so large that the deliverability risk of, you know, feedstock into perpetuity for these phases is extremely low. The caveat there is the infrastructure costs are very significant. Our phase II, which we're already working on early stage, right? Like, it's not anything that's new from phase I, it's just bigger. All of the work that we've done on the technical side, on the engineering side, on the processing side has maturely been completed. Really just coming up with the blueprint for phase II and all the little things that come into that and getting everything on a piece of paper, if you will, to plan that process out and get it going. We're working on that now.

If the money fairy put all the money I needed on my desk today to do that project, we could start on it today. I don't think that's going to happen. You know, how do we come up with the right mixture of capital to fund that is concurrently what, you know, we spend a lot of time on here. I mean, I think that's twofold. One, you know, just like you've seen in midstream companies and, you know, gas processing companies with so much value on the infrastructure, on the pipelines, on the plant facilities, these things are tailor-made to add debt capital too, right? Like, I mean, you see some of the big midstream companies run at 6 to 7 times leverage. I would never do that here.

I do think once, you know, phase I is up and running, we've been very conservative about applying leverage to this. We over-equitized it on the front end on this 1st phase, just because I wanted a kind of a 50/50 equity debt capital stack going into it. You know, as we get going, I think it's fair to assume, you know, more project finance layered debt to expand is something you'll see. You know, how do you plug that equity piece? I don't wanna go out and do a big, giant common equity blast, right. Like, it's not good for the shareholders, of which our board and management team here are extremely significant shareholders. You know, we would be wearing that dilution just like everybody else.

One avenue, a very attractive avenue is what I'll call tax equity financing. You've seen a lot of them in wind. You've seen a lot of them in solar, of companies that are generating, whether it's 45Z, 45 some other letter, and a little bit on the 45Q side, which is what we are, of a forward selling of those credits over the life of your credit realization forecast, to end user buyers that want that offset. That ranges from Microsoft and Google to big insurance companies to East Coast institutional funds. It's a pretty large and pretty dignified group of buyers of those credits. Every one is a negotiation. Every one is a different structure.

I think, like, a way to think about it is whatever your forecasted 45Q credit stream is, nobody's gonna pay you 100% of it, 100% for all of it, just because they wanna leave a little bit of cushion. Somebody, and there's comps in the market for this, will come in and buy 60% or 70% of your 12-year forecasted 45Q stream at a discount rate of 10%, still pay you to operate it going forward, and then you pull a very meaningful portion of that capital forward.

You know, one thing, I've talked about this a little bit, probably maybe not in this much detail, that we're looking at concurrently with phase II on, you know, capital optimization is forward selling through a tax equity financing, phase I 45Q credits, getting that capital up front and then, you know, on a dollar for dollar basis, recycling that capital straight into the ground for phase II development. It makes a lot of sense, you know, from a financial projection perspective, from a rate of return, from a ROCE perspective. It's really a no-brainer, pulling 12 years of value forward on day 1 and redeploying that capital into, you know, something that scales up and to the right on a nonlinear basis compared to phase I.

I appreciate that. Yes. I mean, that forward pulling those credits, I mean, I see this with other companies. It's almost become self-financing. I mean, it's a fantastic setup. I think your comments earlier from both Mark and you, Ryan, about that the market doesn't really appreciate what you have accomplished and what you have put, you know, these assets you have put together. I have to kind of, you know, I totally agree in terms of having valued companies for 25 years. The disconnect between the value that you are creating here and have already and the market price, it's just significant. I applaud you for what you have accomplished. I appreciate it. Yeah, I'm gonna jump off now.

All right. Thanks, Dennis.

There are no further questions at this time. I will now turn the call over to Mr. Ryan Smith, CEO, for closing remarks.

I wanna thank everybody for joining us this morning. I thank you to everybody that asked questions. I was happy to answer them. I wanna thank our shareholders for sticking with us through this process. We've made a lot of tangible progress over the last two months. That was kind of the fruition of the work we've been doing for the last 18 months. We have a lot of stuff in front of us that we expect to accomplish this year before getting this project online in the first quarter of next year.

The board and management here are very excited and very confident about the value we are building at this company, and we look forward to continue sharing it with you, both on a daily basis as people reach out to me and on calls quarterly going forward.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.