PRINCETON, N.J., Nov. 29, 2016 /PRNewswire/ -- Dataram
Corporation (NASDAQ: 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
info@dataram.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dataram-corporation-finalizes-agreement-to-acquire-us-gold-corp-300369638.html
SOURCE Dataram Corporation