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Dataram Enters into Definitive Agreement to Acquire US Gold CorpPRINCETON, 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 mov 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 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 Safe Harbor For additional information, please contact: Robert Haag Dataram Contact: To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/dataram-enters-into-definitive-agreement-to-acquire-us-gold-corp-300284231.html SOURCE Dataram Corporation |