Sutter Gold Mining Inc.

Sutter Gold Mining Inc.

June 13, 2008 15:12 ET

Sutter Gold Announces Agreement Between U.S. Energy Corp. and RMB Resources Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 13, 2008) - Sutter Gold Mining Inc. (TSX VENTURE:SGM) (the "Company") has been notified that an agreement has been signed between U.S. Energy Corp. and RMB Resources Ltd. which will result in a change of control for the Company.

U.S. Energy Corp. (NASDAQ:USEG), a natural resources exploration and development company announced yesterday that it has entered into a private agreement to sell an aggregate of 39,062,072 common shares (the "Purchased Shares") of the Company to RMB Resources Ltd. ("RMB"), as trustee for the Telluride Investment Trust, for an aggregate purchase price of approximately Cdn. $5.4 million, in accordance with the terms of a share purchase agreement (the "Purchase Agreement") and subject to closing conditions set out therein (the "Acquisition"). The Purchased Shares will represent approximately 49.9% of the outstanding common shares of the Company. U.S. Energy Corp. currently owns 42,613,081 common shares of the Company representing approximately 54.4% of the outstanding common shares of the Company. The Acquisition is expected to close at the end of July 2008.

Concurrently with the execution of the Purchase Agreement, U.S. Energy Corp. delivered to RMB a power of attorney pursuant to which RMB was granted the right to vote the common shares of the Company currently owned by U.S. Energy Corp.

The Company has been advised that RMB is pursuing the Acquisition for investment purposes. In addition to the Acquisition, the Purchase Agreement contemplates that RMB will subscribe for its proportionate ownership interest in the Company in a financing transaction designed to provide the Company with necessary working capital, subject to the receipt of necessary regulatory approval.

The Company has not yet been advised by U.S. Energy Corp. or RMB as to whether those parties intend that the closing of the Purchase Agreement will cause a change in the directorship of the Company.

Hal Herron, President and CEO, said, "This transaction, if concluded, will allow the Company to aggressively move forward with our gold project in California. RMB is internationally recognized for identifying and financing attractive natural resource projects and companies. This is truly a Win-Win situation for all parties involved. The Company gains a significant shareholder that recognizes the value of the Company's gold project(s); RMB acquires a controlling interest in a company with a promising future in gold, and USE is able to monetize their equity interest in the Company to invest in cash flow opportunities. I look forward to the closing of this deal for the benefit of all the Company's shareholders."

About RMB

RMB is a wholly-owned unit of the Rand Merchant Bank division of FirstRand Bank. The registered office of RMB is Level 13, 60 Castlereagh Street, Sydney, NSW, Australia.

About U.S. Energy Corp.

U.S. Energy Corp. is a diversified natural resource company with interests in molybdenum, oil and gas, gold, and real estate. U.S. Energy Corp. is headquartered in Riverton, Wyoming, and its common stock is listed on The NASDAQ Capital Market under the symbol "USEG".

About the Sutter Gold Project

The Sutter Gold project contains a 3.2 mile segment of the Mother Lode belt from which 10 historic mines produced 2.3 million ounces of gold. The historic mines bracket a one-mile-long portion of the Mother Lode belt with no historic gold production and which contains the Lincoln and Comet zones. The Lincoln and Comet zones were blind discoveries that did not outcrop at surface and which represent the first significant new gold discoveries made along the Mother Lode belt in the last 50 years. The Sutter Gold project has been the subject of considerable modern exploration activity, most of it centering on the Lincoln and Comet zones, which are adjacent to each other and together referred to as the Lincoln project. A total of 101,385 feet of drilling have been accomplished in 230 diamond drill holes, and modern underground development consists of a 2,850-foot declined ramp with 2,400 feet of crosscuts plus five raises. The historic gold production was documented in a detailed report completed by Mark Payne, the consulting geologist to Sutter Gold and a qualified person as defined by National Instrument 43-101. Further information is available at the Company's Lincoln Project and the El Alamo joint venture's Mexico gold concession at

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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