Dataram Corp. and U.S. Gold Corp. (USGC), a U.S. focused gold exploration and development company, announced that the companies have entered into a definitive agreement under which Dataram will acquire all of the outstanding shares of U.S. Gold Corp and USGC subsidiaries. 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 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.

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.

“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,” said Dave Moylan, Dataram’s chairman and CEO. “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.”

The Copper King’s preliminary economic assessment (PEA) shows measured, indicated, and inferred resources of 1.1 million oz. of gold and 285 million lb of copper. The PEA was completed in 2012 at a lower gold price and shows a net present value (NPV) of $160 million at $1,100/oz gold.