Dataram Corporation Finalizes Agreement to Acquire U.S. Gold Corp.

PRINCETON, N.J., Nov. 29, 2016 -- Dataram Corporation (DRAM), an independent manufacturer of memory products and provider of performance solutions, today announced that it had finalized and filed the third and final amendment to its definitive agreement with U.S. Gold Corp. ("USGC"), a U.S. focused gold exploration and development company.  Under the agreement, Dataram will acquire all of the outstanding shares of U.S. Gold Corp. and USGC subsidiaries.  The original agreement was entered into in June 2016 and has been subsequently amended to reflect the successful capital raise by U.S. Gold, the Series D issuance by Dataram and also, the impact of the reverse split.  The agreement was filed with the Securities and Exchange Commission (SEC) and can be reviewed at www.sec.gov.

 

The Companies are working to finalize the preliminary S-4/Proxy, which they intend to file with NASDAQ in December 2016.  Once the NASDAQ review is completed, the Dataram will file a definitive S-4/Proxy and will formally present the merger and associated consideration to the shareholders in early 2017 review and approval.

U.S. Gold Corp. controls the Copper King Project, an advanced stage gold exploration project based in Wyoming, which owns certain mining leases and other mineral rights in the Silver Crown Mining District of southeast Wyoming, and has also acquired certain mining claims related to a gold exploration project in Eureka County, Nevada known as the "Keystone Project." 

 

"While there are always risks, and critical activities can sometimes take longer than planned, Dataram remains fully committed to acquiring U.S. Gold as we remain confident that this is a tremendous opportunity for our shareholders," stated Mr. Dave Moylan, Dataram's Chairman and Chief Executive Officer (CEO).  "With any merger or acquisition activity, there are multiple dependencies that each company must address.  U.S. Gold recently completed an extremely successful capital raise intended to directly support exploration activities for both the Copper King and Keystone projects.  The raise helps ensure these exploration efforts are fully funded for several years.  The strong participation in the raise reaffirms our belief that our entry into the natural resources sector, which is intended to diversify risk, will unlock value for our shareholders.  It also reaffirms the acquisition as an economically viable and exciting project given the overall landscape and market opportunity within natural resources.  Additionally, the memory market has been undergoing a sharp increase in DRAM prices since mid-summer, with the Average Selling Price (ASP) of our memory products rising significantly since the July/August timeframe.  In conjunction with the acquisition, we remain focused on making strategic purchases of DRAM components and modules to provide competitive pricing of high quality memory products in the market." 

 

"We remain enthusiastic about the opportunities created through this acquisition and believe the combined companies will generate significant value for our shareholders," comments Mr. Edward Karr, CEO and Director of U.S. Gold Corp. "With a strong capital raise completed, we are quickly moving forward on advancing both of our development and exploration projects."

 

The transaction is subject to customary closing conditions including regulatory approval and Dataram shareholder approval, and is expected to close by the end of Q1 CY 2017.   ROTH Capital Partners, LLC is acting as the financial advisor to Dataram, and Windels Marx Lane and Mittendorf LLP and Sichenzia Ross Ference Kesner LLP are serving as legal advisors to Dataram.  Laxague Law, Inc. is serving as legal advisor to U.S. Gold.

 

Dataram's common stock trades on The NASDAQ Capital Market under the symbol "DRAM."

 

About Dataram Corporation

Dataram is an independent manufacturer of memory products and provider of performance solutions that increase the performance and extend the useful life of servers, workstations, desktops and laptops sold by leading manufacturers such as Dell, Cisco, Fujitsu, HP, IBM, Lenovo and Oracle. Dataram's memory products and solutions are sold worldwide to OEMs, distributors, value-added resellers and end users. Additionally, Dataram manufactures and markets a line of Intel Approved memory products for sale to manufacturers and assemblers of embedded and original equipment. 70 Fortune 100 companies are powered by Dataram. Founded in 1967, the Company is a US based manufacturer, with presence in the United States, Europe and Asia. For more information about Dataram, visit www.dataram.com.

 

Safe Harbor

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with the price of the Company's common stock and its ability to satisfy the continued listing standards of The NASDAQ Stock Market, the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, changes in the price of memory chips, changes in the demand for memory systems, increased competition in the memory systems industry, order cancellations, delays in developing and commercializing new products, risks related  to the Company's previously announced acquisition target, U.S. Gold Corp., faced by junior exploration companies generally engaged in pre-production activities; maintenance of important business relationships; and other factors described in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including  the Risk Factors with respect to U.S. Gold contained in the Current Report on Form 8-K filed on June 13, 2016, filed with the Securities and Exchange Commission, which can be reviewed at www.sec.gov.  The Company has based these forward-looking statements on its current expectations and assumptions about future events.  While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control.  The Company does not assume any obligations to update any of these forward-looking statements.

 

For additional information, please contact:

 

Dataram Corporation

Jeffrey Goldenbaum                                                                                           

Director, Marketing

609-799-0071

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