Dataram Corporation (NASDAQ: DRAM), a leading independent manufacturer of memory products and provider of performance solutions, and US Gold Corp., 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.
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 andAsia. For more information about Dataram, visit www.dataram.com.
