PRINCETON, N.J., June 14, 2016 /PRNewswire/ -- Dataram
Corporation (NASDAQ: DRAM), a leading independent manufacturer of
memory products and provider of performance solutions, and US Gold
Corp. ("USGC"), a U.S. focused gold exploration and development
company, announced yesterday that the companies have entered into a
definitive agreement under which Dataram will acquire all of the
outstanding shares of US Gold Corp and USGC subsidiaries. US
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 entered
into a definitive agreement to acquire certain mining claims
related to a gold development project in Eureka County, Nevada known as the "Keystone
Project." The acquisition of the Keystone Project is expected
to be completed prior to consummation of Dataram's acquisition of
USCG.
Under the agreement, Dataram will acquire USGC and its
subsidiaries, subject to certain terms and conditions.
Consideration for the acquisition consists of Dataram common and
preferred shares.
"This is a tremendous opportunity for our stockholders," said
Mr. Dave Moylan, Dataram's Chairman
and Chief Executive Officer. "We have been actively looking for
diversification opportunities for more than a year and our entry
into the natural resources sector is intended to diversify risks
and unlock value for our stockholders. Our executive
management team sees this acquisition as an economically viable and
exciting project given the overall landscape and market opportunity
within natural resources. While the global memory business is
continuing to experience significant average selling price declines
and strong margin pressure, we have refocused the core business to
operate in this environment. After the acquisition concludes,
Dataram will consider all options to maximize its memory products
and performance solutions business in the best interest of the
pre-acquisition stockholders. We further believe the
acquisition of US Gold will generate strong capital
appreciation."
"We're enthusiastic about the opportunities created through this
acquisition and believe the combined companies will generate
significant value for our stockholders," comments Mr. Edward Karr, CEO and Director of U.S. Gold Corp.
"On an industry analysis, we are seeing gold equities rebounding in
2016. U.S. Gold has a top quality management and advisory team and
owns the Copper King property, which has a prior completed
Preliminary Economic Assessment (PEA) by Mine Development
Associates (MDA) showing measured, indicated, and inferred
resources of 1.1 million oz. of gold and 285 million lbs. of
copper. The PEA was completed in 2012 at a lower gold price
and shows a Net Present Value (NPV) of Copper King of $160 million at $1,100 gold. We are excited to move forward
on advancing our development and exploration project."
The transaction is subject to customary closing conditions
including regulatory approval and Dataram stockholder approval, and
is expected to close by the end of Q2 FY 2017. ROTH
Capital Partners, LLC is acting as the financial advisor to Dataram
and Windels Marx Lane and Mittendorf LLP and Sichenzia Ross
Friedman Ference LLP are serving as legal advisors to
Dataram. Laxague Law, Inc. is serving as legal advisor to US
Gold.
Important Additional Information will be Filed with the
SEC
Dataram plans to file with the SEC and mail to its stockholders a
Proxy Statement in connection with the transaction. The Proxy
Statement will contain important information about Dataram, US
Gold, the transaction and related matters. Investors and security
holders are urged to read the Proxy Statement carefully when they
are available. Investors and security holders will be able to
obtain free copies of the Proxy Statement and other documents filed
with the SEC by Dataram through the website maintained by the SEC
at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the Proxy Statement from Dataram by
contacting Dataram's Investor Relations Department at
866-976-4784. Dataram and US Gold, and their
respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the Agreement. Information regarding
the Dataram's directors and executive officers is contained in
Dataram's proxy statement dated October 26,
2015 which is filed with the SEC. To the extent holdings of
securities by such directors or executive officers have changed
since the amounts printed in the 2016 proxy statements, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. More detailed information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the Proxy Statement/Prospectus to be filed by Office
Depot in connection with the transaction.
About Dataram Corporation
Dataram is a leading
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
The information provided in this press
release may include forward-looking statements relating to future
events, such as the development of new products, pricing and
availability of raw materials or the future financial performance
of the Company. Actual results may differ from such projections and
are subject to certain risks including, without limitation, risks
arising from: 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 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, 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:
Robert Haag
Managing Director
IRTH Communications
866-976-4784
DRAM@irthcommunications.com
Dataram Contact:
Jeffrey Goldenbaum
Director, Marketing
609-799-0071
info@dataram.com
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SOURCE Dataram Corporation