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New Alert: Dataram Corporation (NASDAQ: DRAM)
Last Close: $1.40
Our new Nasdaq Alert is Dataram Corporation(DRAM) and very recent developments could lead to strong upside. Two filings were released on DRAM yesterday.
The first filing yesterday reported that Mark Groussman owns a 6.9 percent passive stake in Dataram. You can access the complete filing here.
In larger news it was also released yesterday that DRAM Entered into a Definitive Agreement to Acquire US Gold Corp.
Net Present Value (NPV) of US Gold Corp. Assets Valued at $160 Million.
Dataram Corporation (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 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.
Read the Full Release from Yahoo Finance
U.S. Gold acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC (“Nevada Gold”) and Americas Gold Exploration, Inc. (“Americas Gold”) under the terms of the Purchase and Sale Agreement. Some of the Keystone claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, under the terms of the Purchase and Sale Agreement, Nevada Gold retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims.
Before we get into the details of the unpatented mining claims compromising the Keystone Project, lets look at the exploration of the Keystone Project and a key player.
Keystone is attached to one of the most renowned and respected geologists in Nevada, Dave Mathewson. Dave Mathewson has been a key player in many gold companies and most recently was responsible for the 'Railroad Play' at Gold Standard Ventures (NYSE: GSV) which has helped their share price more than triple this year. Mathewson discovered the Emigrant and Rain Deposits for Newmont, and the North Bullion Deposit for Gold Stand Ventures, as well as other deposits.
History of Exploration on the Keystone Project
In 2004 with the discovery of Cortez Hills and escalating gold prices, Nevada Pacific Gold, Great American Minerals (Don McDowell), and Tone Resources (Dave Mathewson) competed in claim staking the entire district. Subsequently, Don McDowell, founder of Great American Minerals approached Placer Dome (prior to Barrick acquisition) who discovered Pipeline and Cortez Hills, and who correctly recognized the Keystone district potential. Placer Dome entered into separate JV agreements with Nevada Pacific and Great American. The following year Barrick Gold bought Placer Dome and dropped all Placer Dome's Nevada exploration projects and JV’s, including Keystone. In 2006, Nevada Pacific and Tone were purchased by US Gold. US Gold, now McEwen Mining, drilled 35 holes mostly near the north end of the district; targeting the range front pediment and the historic Keystone Mine.
The Keystone Project consists of two hundred eighty-four (284) unpatented lode mining claims situated in Eureka County, Nevada. The claims making up the Keystone Project are situated in Eureka County, Nevada in Sections 2-4 and 9-11, Township 23 North, Range 48 East, and Sections 22-28, and 33-36 Township 24 North, all Range 48 East of the Mount Diablo Meridian.
The Geological promise of the Keystone Project makes this deal even more interesting.
The unpatented mining claims comprising the Keystone Project, with applicable NSR obligations, are as follows:
Under the terms of the Purchase and Sale Agreement, U.S. Gold may buy down one percent (1%) of the royalty to Nevada Gold at any time through the fifth anniversary of the closing date for $2M. In addition, U.S. Gold may buy down an additional one percent (1%) of the royalty anytime through the eighth anniversary of the closing date for $5M.
This news already made big waves yesterday afternoon and with a very low float of approx. 3.7M, this could lead to a potential breakout. Get started on your research now.
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