Dataram Corporation Holds Special Meeting of Shareholders
April 06 2017 - 8:45AM
Dataram Corporation (NASDAQ:DRAM), an independent manufacturer of
memory products and provider of performance solutions, announced
the results of the Company’s special shareholder meeting that
was held on March 30, 2017 at 10:00 AM ET.
The following proposals were approved by the
Company’s shareholders at the meeting:
- The Agreement and Plan of Merger, as amended and restated,
between the Company, Dataram Acquisition Sub, Inc., U.S. Gold Corp.
and Copper King LLC and the issuance of an aggregate of (i) up to
45,880,820 shares of common stock (including shares of common stock
issuable upon conversion of the Company’s to-be designated Series C
Convertible Preferred Stock), (ii) options to purchase up to
925,833 shares of the common stock at an exercise price equal
to $0.90 per share and (iii) warrants to purchase up to 1,809,436
shares of common stock at an exercise price of $0.66 per share as
well as the approval of a change in control resulting the merger in
accordance with The NASDAQ Stock Market Rules;
- A certificate of amendment to the Company’s Articles of
Incorporation to increase the authorized number of shares of
common stock and preferred stock to 200,000,000 shares from
54,000,000 shares and 50,000,000 shares from 5,000,000 shares,
respectively;
- The granting of the authority to the Board of Directors, in its
sole discretion, to implement a reverse stock split of the
Company’s issued and outstanding Common Stock by a ratio of not
less than 1-for-2 and not more than 1-for-10 at any time prior to
March 30, 2018.
“This marks the beginning of a new and exciting
chapter in Dataram’s 50-year history as we transform the Company
from a U.S.-based manufacturer of memory products into a
diversified business that operates in the natural resources and
technology segments,” stated Dave Moylan, Dataram’s Chairman and
CEO. “Post-merger, we plan to accelerate and amplify the
established momentum of U.S. Gold’s junior mining business and
focus on bringing the Keystone and Copper King properties closer to
production while we continue to evolve the memory technology
business. We will also maintain our focus on strategic
opportunities which include pursuit of organic and inorganic growth
to maximize long-term shareholder value.”
The closing of Dataram’s acquisition of U.S. Gold
Corp. is subject to the satisfaction of customary closing
conditions and deliverables.
About Dataram CorporationDataram
is a 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.
All names are trademarks or registered trademarks
of their respective owners.
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, and
the pending acquisition of U.S. Gold Corp, and any anticipated
benefits of the merger, and the success of U.S. Gold with respect
to any of its exploration activities. 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, risks with
respect to U.S. Gold faced by junior exploration companies
generally engaged in pre-production activities, 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.
Source: Dataram Corporation
Dataram Contact:
Jeffrey Goldenbaum
Director, Marketing
609.799.0071
info@dataram.com
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