DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Completion of Acquisition or Disposition of Assets

DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

On June 13, 2016, the Company entered into an Agreement and Plan
of Merger, as amended and restated on July 29, 2016, and further
amended and restated on September 14, 2016 and November 28, 2016
(as so amended, the Merger Agreement), with Dataram Acquisition
Sub, Inc., a Nevada corporation and our wholly-owned subsidiary
(DAS), U.S. Gold Corp., a Nevada corporation (USG) and Copper
King LLC, the principal shareholder of USG (Copper King).

On May 23, 2017 (the Closing Date), the Company closed the
transactions contemplated under the Merger Agreement (the
Closing) and filed Articles of Merger with the State of Nevada, a
copy of which is attached hereto as Exhibit 3.1, to which USG was
merged with and into DAS, with USG surviving the merger as the
surviving corporation and wholly-owned subsidiary of the Company
(the Merger). In addition, to the terms of the Merger Agreement
and as consideration for the acquisition of USG, on the Closing
Date, outstanding shares of USGs common stock, Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock as
well as outstanding options and warrants of USG were converted
into the following:

		395,833 shares of the Companys common stock, par value $0.001 per share (the Common Stock) were issued to certain holders of USG common stock;
		37,879 shares of the Companys Common Stock were issued to certain members of USG management;

		1,083,543 shares of the Companys Common Stock were issued to holders of USGs Series A Preferred Stock;
		466,678 shares of the Companys Common Stock were issued to holders of USGs Series B Preferred Stock;
		of the 45,000.18 shares of the Companys newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), convertible into an aggregate of 4,500,180 shares of the Companys Common Stock that were to be issued to Copper King, 45,500.17 shares of Series C Preferred Stock were issued to Copper King on the Closing and 4,500.01 shares of Series C Preferred Stock are to be held in escrow to the terms of the Escrow Agreement as further discussed below;
		452,359 five-year cashless warrants with an exercise price of $2.64 per share were issued to Laidlaw Company (UK) Ltd.;
		462,500 shares of Common Stock were issued to holders of USG common stock issued in connection with the closing of the Keystone acquisition; and
		231,458 five-year options with an exercise price of $3.60 per share, which vest in 24 equal monthly installments commencing on the date of issuance were issued to holders of options issued in connection with the closing of the Keystone acquisition (collectively, the Merger Consideration).

The Company registered the shares of Common Stock issued to
holders of outstanding shares of USGs common stock, Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock together with the shares of Common Stock underlying the
Companys newly designated Series C Preferred Stock on a
Registration Statement on Form S-4 (file number 333-215385) which
Registration Statement was declared effective on March 7, 2017.

Following the Closing of the Merger, the Company had 8,174,605
shares of Common Stock and 45,000.18 shares of Series C Preferred
Stock issued and outstanding.

Lock-up Agreements

As a condition to the Closing of the Merger, certain USG security
holders have entered into lock-up agreements to which such
parties have agreed not to, except in limited circumstances, sell
or transfer, or engage in swap or similar transactions with
respect to, shares of the Companys Common Stock, including, as
applicable, shares received in the Merger from the effective time
of the Merger until one or two years following the closing of the
Merger.

Specifically, (i) 395,833 shares of the Companys Common Stock
were issued to certain holders of USG common stock conditioned
upon the receipt of a two year lock-up agreement, (ii) 37,879
shares of the Companys Common Stock were issued to certain
members of USG management conditioned upon the receipt of a one
year lock-up agreement and (ii) 462,500 shares of Common Stock
were issued to holders of USG common stock in connection with the
closing of the Keystone acquisition conditioned upon the receipt
of a two year lock-up agreement from each Keystone holder. The
Company issued 466,678 shares of Common Stock to holders of USG
Series B Preferred Stock; however, the Company waived receipt of
one year lock up agreements from each holder of USG Series B
Preferred Stock.

The foregoing description of the one year lock-up agreements and
two year lock-up agreements is qualified in its entirety by
reference to the one and two year lock-up agreements, copies of
which are attached hereto as Exhibit 10.1 and 10.2, respectively,
and are hereby incorporated by reference into this Item 2.01.

Escrow Agreement

On May 23, 2017, the Company together with DAS, USG and Copper
King entered into an escrow agreement (the Escrow Agreement) with
Equity Stock Transfer LLC (the Escrow Agent) to which the Company
delivered 4,500.01 shares of the Companys newly designated Series
C Preferred Stock (collectively, the Escrow Shares) to the Escrow
Agent. The Escrow Shares will be available to secure any claims
that may arise with respect to the representations, warranties,
covenants or indemnification obligations of Copper King and USG
to the Merger Agreement as well as against the failure to deliver
a new economic preliminary report upon the Copper King Project
(defined below) during the period of 12 months following the
Closing in which case the Escrow Shares will serve to reimburse
the Company, by the forfeiture of such shares, in accordance with
the valuation of such Escrow Shares as set forth in the Escrow
Agreement. The Escrow Agreement will terminate on May 23, 2018,
at which time the Escrow Agent will disburse the Escrow Shares to
the terms of the Escrow Agreement.

The foregoing description of the Escrow Agreement is qualified in
its entirety by reference to the Escrow Agreement, a copy of
which attached hereto as Exhibit 10.3 and is hereby incorporated
by reference into this Item 2.01.

Changes to Business

Following the Closing of the Merger, the Company operates as a
single entity with two reporting businesses a junior mining
business and a memory business.

USG

Through the Companys wholly-owned subsidiary, USG, the Company
owns certain mining leases and other mineral rights and will
engage in gold exploration.

Dataram Memory

Through the Companys new, wholly-owned Nevada subsidiary, Dataram
Memory, the Company will continue its legacy business, consisting
of, among other things, manufacture, distribution, design,
development and sale of memory modules, software products, and
technical services (the Legacy Business).

While each of these businesses will be operated and managed
independent of one another, they will share common resources and
functions to include, but not limited to, human resources, legal,
facilities, back office operations and administrative support.
The sharing of common functions and resources will be of mutual
operational and financial benefit.

Distribution of Net Proceeds of Legacy Business

While the Company has no current plans to divest assets of the
Legacy Business, if such assets are divested within 18 months of
the Closing Date, shareholders of record as of the close on
business on May 8, 2017 may be entitled to a distribution, if
any, of an interest in the Companys assets related to its Legacy
Business. The Companys Board of Directors intends to create an
irrevocable liquidating trust to which Dataram Memory will,
immediately prior to the divestiture of the assets related to the
Legacy Business, place such assets or proceeds therefrom into
such trust to be held for the benefit of the shareholders of
record as of May 8, 2017. Shareholders as of the record date will
receive a non-transferable beneficial interest in proportion to
such shareholders pro rata ownership interest in the Companys
Common Stock as of the close of business on the record date,
after giving effect to the authorized 1-for-4 reverse split of
the Companys Common Stock which became effective at the market
open on May 8, 2017; provided, however, there can be no
assurance that the Company will enter into any transaction, that
any net proceeds will become available, or that the trust will be
created.

Accounting Treatment

The Merger is being accounted for as a reverse merger, and USG is
deemed to be the acquirer in the reverse merger. Consequently,
the assets and liabilities and the historical operations that
will be reflected in the financial statements prior to the Merger
will be those of USG, and the consolidated financial statements
after completion of the Merger will include the assets and
liabilities of USG, historical operations of USG and operations
of the Company from the Closing Date of the Merger.

Tax Treatment

Generally

The following discussion summarizes the material U.S. federal
income tax consequences of the Merger to U.S. holders (as defined
below) of USG capital stock. This discussion is based on the
Internal Revenue Code of 1986, as amended (the Code), U.S.
Treasury Regulations, administrative pronouncements and judicial
decisions currently in effect, all of which are subject to
change, possibly with retroactive effect. Any such change could
affect the accuracy of this discussion.

This discussion assumes you hold your shares of USG capital stock
as capital assets within the meaning of Section 1221 of the Code.
This discussion does not address all aspects of U.S. federal
income taxation that may be relevant to you in light of your
particular circumstances or to U.S. holders of USG capital stock
subject to special treatment under the federal income tax laws
such as:

		insurance companies;
		investment companies;
		tax-exempt organizations;
		financial institutions;
		dealers in securities or foreign currency;
		banks or trusts;
		persons that hold USG capital stock as part of a straddle, hedge, constructive sale or other integrated security transaction;
		persons that have a functional currency other than the U.S. dollar;
		investors in pass-through entities; or
		persons who acquired their USG capital stock through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan.

Further, this discussion does not consider the potential effects
of any state, local or foreign tax laws or U.S. federal tax laws
other than federal income tax laws.

This discussion is not intended to be tax advice to any
particular holder of USG capital stock. Tax matters regarding the
Merger are complicated, and the tax consequences of the Merger to
you will depend on your particular situation. You should consult
your own tax advisor regarding the specific tax consequences to
you of the Merger, including the applicability and effect of
federal, state, local and foreign income and other tax laws.

For purposes of this discussion, you are a U.S. holder if you
beneficially own USG capital stock and you are:

		a citizen or resident of the United States for federal income tax purposes;
		a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any of its political subdivisions;
		a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person; or
		an estate that is subject to U.S. federal income tax on its income regardless of its source.

If an entity classified as a partnership for U.S. federal income
tax purposes holds USG capital stock, the tax treatment of a
partner generally will depend upon the status of the partner and
the activities of the partnership. Partners of partnerships
holding USG capital stock are urged to consult their own tax
advisors.

Neither the Company nor USG have requested a ruling from the
Internal Revenue Service (IRS) with respect to any of the U.S.
federal income tax consequences of the Merger and, as a result,
there can be no assurance that the IRS will not disagree with any
of the conclusions described below. It is the Companys
understanding that the Merger will, under current law, constitute
a tax-free reorganization under Section 368(a) of the Code, and
the Company and USG will each be a party to the reorganization
within the meaning of Section 368(b) of the Code. This
understanding is not binding on the IRS or any court.

The discussion below summarizes the material U.S. federal income
tax consequences to a U.S. holder of USG capital stock resulting
from the qualification of the Merger as reorganization within the
meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences of the Merger to U.S.
Holders

As a tax-free reorganization, it is the understanding of the
Company that the Merger will have the following federal income
tax consequences for U.S. holders of USG capital stock:

		No gain or loss will be recognized by U.S. holders of USG capital stock as a result of the exchange of such shares for the Merger Consideration to the Merger.
		The tax basis of the Merger Consideration received by each U.S. holder of USG capital stock will equal the tax basis of such U.S. holders shares of USG capital stock exchanged in the Merger
		The holding period for the Merger Consideration received by each U.S. holder of USG capital stock will include the holding period for the shares of USG capital stock of such U.S. holder exchanged in the Merger.

Reporting and Retention Requirements

If you receive the Merger Consideration as a result of the
Merger, you are required to retain certain records pertaining to
the Merger to the Treasury Regulations under the Code. If you are
a significant holder (as defined in the Treasury Regulations
under the Code) of USG capital stock, you must file with your
U.S. federal income tax return for the year in which the Merger
takes place a statement setting forth certain facts relating to
the Merger. You are urged to consult your tax advisors concerning
potential reporting requirements.

SHAREHOLDERS AND INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO
THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF
THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS
OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING
JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

No ruling from the IRS has been or will be requested in
connection with the Merger. In addition, shareholders of the
Company should be aware that the tax opinions discussed in this
section are not binding on the IRS, and the IRS could adopt a
contrary position and a contrary position could be sustained by a
court.

THE PRECEDING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE
ANALYSIS OR DISCUSSION OF ALL OF THE MERGERS POTENTIAL TAX
EFFECTS. U.S. HOLDERS OF USG STOCK SHOULD CONSULT THEIR TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE
MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, AND THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER
APPLICABLE TAX LAWS.

Corporate Information

U.S. Gold Corp. was formed in the State of Nevada on February 14,
2014. As used in this Current Report on Form 8-K, all references
to we, our and us for periods prior to the Closing Date refer to
USG as a privately owned company, and for periods subsequent to
the Closing Date, refer to the Company and its subsidiaries
(including USG).

BUSINESS OF U.S. GOLD CORP.

USG is an exploration stage company that owns certain mining
leases and other mineral rights comprising the Copper King
Project.

Copper King Project

The Copper King project (the Copper King Project) consists of
certain mining leases and other mineral rights comprising the
Copper King gold and copper development project located in the
Silver Crown Mining District of southeast Wyoming.

Location and Access

The Copper King Project is located in southeastern Wyoming,
approximately 32km west of the city of Cheyenne, on the
southeastern margin of the Laramie Range. The property covers
about five square kilometers that include the S Section 25, NE
Section 35, and all of Section 36, T.14N., R.70W.,Sixth Principal
Meridian. Access to within 1.5km of the property is provided by
paved and maintained gravel roads. An easement agreement
providing access for exploration and other minimal impact
activities has been negotiated with Ferguson Ranch Inc. on the S
Section 25, T14N, R70W, and the W Section 30, T14N, R69W. The fee
for this easement is $10,000 per year, renewable each year prior
to July 11.

The Copper King property covers 453 contiguous hectares
(approximately five square kilometers) that include the S of
Section 25, NE Section 35, and all of Section 36, T.14N., R.70W.
The project is entirely located on land owned and administered by
the State of Wyoming. There are no federal lands within or
adjoining the Copper King land position. Curt Gowdy State Park
lies northwest of the property, partially within Section 26. The
state parks southeastern boundary is approximately 300m northwest
of the property and approximately 900m northwest of the
mineralized area. The Copper King property position consists of
two State of Wyoming Metallic and Non-metallic Rocks and Minerals
Mining Leases.

Figure 1 Copper King Project Location and
Boundaries

Title to Copper King Project

USGs rights to the Copper King Project arise under two State of
Wyoming mineral leases:

1) State of Wyoming Mining Lease No. 0-40828

Township 14 North, Range 70 West, 6th P.M., Laramie County,
Wyoming:

Section 36: All

2) State of Wyoming Mining Lease No. 0-40858

Township 14 North, Range 70 West, 6th P.M., Laramie County,
Wyoming:

Section 25: S/2

Section 35: NE/4

Ownership of the mineral rights remains in the possession of the
State of Wyoming as conveyed to the State by the United States,
evidenced by 1942 patents for Section 36, and 1989 Order
confirming title to Section 25 and 35. The State of Wyoming
issued Mineral Leases for the mineral rights to Wyoming Gold
Mining Company, Inc. (Wyoming Gold) in 2013 and 2014. These
leases were assigned to USG on June 23, 2014.

Lease 0-40828 was renewed in February 2013 for a second ten-year
term and Lease 0-40858 was renewed for its second ten-year term
in February 2014. Each lease requires an annual payment of $2.00
per acre.

The following production royalties must be paid to the State of
Wyoming, although once the project is in operation, the Board of
Land Commissioners has the authority to reduce the royalty
payable to the State:

FOB Mine Value per Ton		Percentage Royalty
$00.00 to $50.00				%
$50.01 to $100.00				%
$100.01 to $150.00				%
$150.01 and up				%

History of Prior Operations and Exploration on the Copper King
Project

Limited exploration and mining were conducted on the Copper King
property in the late 1880s and early 1900s. Approximately 300
tons of material was reported to have been produced from a now
inaccessible 160 foot-deep shaft with two levels of cross-cuts. A
few small adits and prospect pits with no significant production
are scattered throughout the property.

Since 1938, at least nine historic (pre- Strathmore Minerals
Corp.) drilling campaigns by at least seven companies plus the
U.S. Bureau of Mines have been conducted at Copper King. The
current project database contains 91 drill holes totaling 37,500
feet that were drilled before Wyoming Gold acquired the property.
All but six of the drill holes are within the current resource
area. Other work conducted at Copper King by previous companies
has included ground and aeromagnetic surveys as well as induced
polarization surveys along with geochemical sampling, geologic
mapping, and a number of metallurgical studies.

Wyoming Gold conducted an exploration drill program in 2007 and
2008. Thirty-five diamond core drill holes were completed for a
total of 25,500 feet. The exploration permit, 360DN, has been
terminated and the bond released. The focus of that work was to
confirm and potentially expand the mineralized body outlined in
the previous drill campaigns, increase the geologic and
geochemical database leading to the creation of the current
geologic model and resource estimate, and to provide material for
further metallurgical testing. The Copper King assay database for
some 120 holes contains 8,357 gold assays and 8,225 copper
assays. At least 10 different organizations or individuals
conducted metallurgical studies on the gold-copper mineralization
at the request of prior operators between 1973 and 2009. It was
concluded that the process with the highest potential to yield
good extractions of gold and copper would likely be flotation,
followed by cyanidation of the flotation tailings. Core is stored
in two public storage facilities; one is AAA in Cheyenne, Wyoming
and the other is Absaroka in Dubois, Wyoming.

Geological Summary of the Copper King Project

The Copper King Project is underlain by Proterozoic rocks that
make up the southern end of the Precambrian core of the Laramie
Range. Metavolcanic and metasedimentary rocks of
amphibolite-grade metamorphism are intruded by the 1.4 billion
year old Sherman Granite and related felsic rocks. Within the
project area, foliated granodiorite is intruded by aplitic quartz
monzonite dikes, thin mafic dikes and younger pegmatite dikes.
Shear zones with cataclastic foliation striking N60E to N60W are
found in the southern part of the Silver Crown district,
including at Copper King. The granodiorite typically shows
potassium enrichment, particularly near contacts with quartz
monzonite. Copper and gold mineralization occurs primarily in
unfoliated to mylonitic granodiorite. The mineralization is
associated with a N60W-trending shear zone and disseminated and
stockwork gold-copper deposits in the intrusive rocks. Some
authors have categorized it as a Proterozoic porphyry gold-copper
deposit. Hydrothermal alteration is overprinted on retrograde
greenschist alteration and includes a central zone of
silicification, followed outward by a narrow potassic zone,
surrounded by propylitic alteration. Higher-grade mineralization
occurs within a central core of thin quartz veining and stockwork
mineralization that is surrounded by a zone of lower-grade
disseminated mineralization. Disseminated sulfides and native
copper with stockwork malachite and chrysocolla are present at
the surface, and chalcopyrite, pyrite, minor bornite, primary
chalcocite, pyrrhotite, and native copper are present at depth.
Gold occurs as free gold.

Estimated Resources from the Technical Report dated June 20,
2012

The Copper King resource contains oxide, mixed oxide-sulfide, and
sulfide rock types. At the stated cutoff grade 0.015oz AuEq/ton,
approximately 80% of the resource is sulfide material with the
remaining 20% split evenly between the oxide and mixed rock
types. There is consistent distribution of gold and copper,
albeit generally low-grade, throughout this potential open-pit
deposit.

Table 1.1 Summary Tables of Copper King
Resources

^{Total Measured and Indicated
Resource:}

Au-equiv. Cutoff		tons	tonnes	oz Au/ton	g Au/t	oz Au	% Cu	lbs Cu
oz AuEq/ton	g AuEq/t
0.015	0.51	59,750,000	54,200,000	0.015	0.53	926,000	0.187	223,000,000

^{Total Inferred Resource:}

Au-equiv. Cutoff		tons	tonnes	oz Au/ton	g Au/t	oz Au	% Cu	lbs Cu
oz AuEq/ton	g AuEq/t
0.015	0.51	15,620,000	14,170,000	0.011	0.38	174,000	0.200	62,530,000

^{Using the individual metal grades of each block, the AuEq
grade is calculated using the following formula: g AuEq/t = g
Au/t (2.057143 * %Cu). This formula is based on prices of
US$1,000.00 per ounce gold, and US$3.00 per pound copper.}

¹ Technical Report on the Copper King Project Laramie
County, Wyoming, Effective Date June 20, 2012, prepared for
Strathmore Minerals Corp. by Mine Development Associates, authors
Paul Tietz and Neil Prenn.

Keystone Project

Location

The Keystone Project consists of 479 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.

Figure 2 Location of Keystone Project and Major Gold
Trends in Nevada

Figure 3 Keystone Project Claim Boundaries

The Keystone Project may be accessed by improved roads.
Navigation through the interior of the project is by off-road
vehicle.

Title and Ownership for Keystone Project

The Keystone Project consists of unpatented mining claims located
on federal land administered by the U.S. Bureau of Land
Management (BLM). An annual maintenance fee of $155.00 per claim
per year must be paid to the Nevada BLM by September 1 of each
year, and failure to make the payment on time renders the claims
void.

In addition, the State of Nevada requires the claimant to file an
Affidavit and Notice of Intent to Hold in the appropriate county
by November 1 of each year. However, the failure to timely record
an Affidavit does not affect a forfeiture of the claims, as does
the failure to pay the federal claim maintenance fees by
September 1. Instead, in the event of a conflict with a junior
locator, the senior claimant must prove his intent to maintain
the claims. This can generally be accomplished by producing a
receipt showing payment of the federal claim maintenance fees to
the BLM.

The federal claim maintenance fees are prospective and
are paid for the ensuing assessment year. For example, the
payments made on June 29, 2015 relate to the 2015-2016 assessment
year running from September 1, 2015 to September 1, 2016. By
comparison, the Nevada filings are retrospective,
describing the assessment year just ended or about to end.

Congress has extended the claim maintenance requirements through
2016. It will therefore be necessary for USG to perform the
following acts in order to maintain the claims in 2016-2017 and
each year thereafter: (1) on or before September 1 of each year,
USG must pay a maintenance fee of $155.00 per claim to the Nevada
BLM, and (2) on or before November 1 of each year USG must record
an Affidavit and Notice of Intent to Hold in Eureka County.

USG 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. The unpatented mining claims comprising the
Keystone Project, with applicable NSR obligations, are as
follows:

1.

Acquired 100% from Americas Gold; subject to a one percent (1%) NSR held by Wolfpack Gold Nevada Corp.; a two percent (2.0%) NSR with respect to precious metals and one percent (1.0%) NSR with respect to all other metals and minerals held by Orion Royalty Company, LLC; and a one-half percent (0.5%) NSR to Nevada Gold.

27 unpatented lode mining claims situated in Eureka County,
Nevada, in Sections 33 and 34, Township 24 North, Range 48 East,
and Sections 3, 4, 9, and 10, Township 23 North, Range 48 East,
Mount Diablo Base Line and Meridian.

Claim Name		No. claims		BLM NMC Serial Number
UNR 5-8				861839-861842
UNR 9-18				858729-858738
UNR 19-22				875010-875013
UNR 37
UNR 39
UNR 41
UNR 43
UNR 45
UNR 47
UNR 79
UNR 81
UNR 83
Total Claims

2.	Acquired 100% from Americas Gold; subject to a three and one-half percent (3.5%) NSR to Nevada Gold

13 unpatented lode mining claims situated in Eureka County,
Nevada, in Sections 27, 28 and 35, Township 24 North, Range 48
East, and Sections 2 and 3, Township 23 North, Range 48 East,
Mount Diablo Base Line and Meridian.

Claim Name		No. claims		BLM NMC Serial Number
UNR 73-77				1102663-110266
UNR 117
UNR 119
UNR 121
DON 1-5				1102658-1102662
Total Claims

3.	Acquired 100% from Nevada Gold; subject to a three and one-half percent (3.5%) NSR to Nevada Gold

28 unpatented lode mining claims situated in Eureka County,
Nevada, in Sections 2 11, Township 23 North, Range 48 East, Mount
Diablo Base Line and Meridian.

Claim Name		No. claims		BLM NMC Serial Number
SK 1-28				865573-865600
Total Claims

4.	Acquired 50% from Nevada Gold, 50% from Americas Gold, subject to a three and one-half percent (3.5%) NSR to Nevada Gold

216 unpatented lode mining claims, alphabetically ordered,
situated in Eureka County, Nevada, in Sections 22, 23, 24, 25,
26, 27, 28, 33, 34, 35 36, Township 24 North, Range 48 East,
Mount Diablo Base Line and Meridian.

Claim Name		No. claims		BLM NMC Serial Numbers
AU 1-12				1116231-1116242
AU 68-93				1116243-1116268
CHS 54-72				1116269-1116287
CHS 74
CHS 76-120				1116289-1116333
CHS 121-130				1118512-1118521
CHS 265-266				1116334-1116335
KEY 9-30				1116336-1116357
KEY 32
KEY 34
KEY 36
KEY 45-72				1116361-1116388
KEY #73 – #78				1118480-1118485
KP #4 – #8				1118496-1118500
KP 9-14				1116389-1116394
KP 18-19				1116395-1116396
KP 21
KP 23-29				1116398-1116404
KP #30 – #39				1118486-1118495
UNR 25-35				1118501-1118511
Total Claims

Under the terms of the Purchase and Sale Agreement, USG may buy
down 1% of the NSR owed to Nevada Gold at any time through the
fifth anniversary of the closing date for $2,000,000. In
addition, USG may buy down an additional 1% of the NSR owed to
Nevada Gold anytime through the eighth anniversary of the closing
date for $5,000,000.

History of Prior Operations and Exploration on the Keystone
Project

No comprehensive, modern-era, model-driven exploration has ever
been conducted on the Keystone Project. Newmont drilled 6 holes
in the old base metal and silver Keystone mine area in 1967, and
encountered low grade ( /- 0.02 opt) gold intercepts. Chevron
staked the property in 1981-1983 and drilled 27 shallow drill
holes, continued by an agreement with USMX that drilled an
additional 19 shallow holes; significant amounts of low grade and
anomalous gold were intersected, but results were considered
uneconomic, and the project dropped. In 1988 and 1989, Phelps
Dodge acquired a southern portion of the district and drilled 6
holes, one of which total depth in gold mineralization, and was
subsequently deepened in 1990 resulting in over 200 of low grade
gold mineralization. About this time Coral Resources acquired a
northern portion of the property and drilled 21 shallow holes to
follow-up previous drill intercepts. 1995-1997, Golden Glacier, a
junior company, acquired the north end of the district, and
Uranerz a portion of the southern area; 6 holes were drilled in
the north and only 2 holes in the south, respectively. The entire
district was dropped by all parties.

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 joint venture agreements with
Nevada Pacific and Great American. The following year Barrick
Gold bought Placer Dome and dropped all Placer Domes Nevada
exploration projects and joint ventures, including Keystone. In
2006, Nevada Pacific and Tone were purchased by USG. USG, now
McEwen Mining, drilled 35 holes mostly near the north end of the
district; targeting the range front pediment and the historic
Keystone Mine.

Geological Potential of the Keystone Project

To date, a technical report has not been prepared on the Keystone
Project. Keystone is positioned on the prolific Cortez gold
trend, one of the worlds leading gold producing regions. The
Keystone Project is centered on a granitic intrusion that warped
the local Paleozoic stratigraphy into a dome, allowing for
exposure of highly favorable Devonian, Carboniferous
(Mississippian-Pennsylvania) and Permo-Triassic rocks including
key likely host rocks for mineralization, the silty carbonate
strata of the Horse Creek Formation and the Wenban limestone, as
well as possible sandy clastic units of the Diamond Peak
Formation. The Horse Canyon and Wenban rocks are the primary host
rocks at the nearby Cortez Hills Mine and Gold Rush deposit
currently operated by Barrick Gold.

Competition

USG does not compete directly with anyone for the exploration or
removal of minerals from its property as USG holds all interest
and rights to the claims. Readily available commodities markets
exist in the U.S. and around the world for the sale of minerals.
Therefore, USG will likely be able to sell minerals that it is
able to recover. USG will be subject to competition and
unforeseen limited sources of supplies in the industry in the
event spot shortages arise for supplies such as explosives or
large equipment tires, and certain equipment such as bulldozers
and excavators and services, such as contract drilling that USG
will need to conduct exploration. If USG is unsuccessful in
securing the products, equipment and services it needs, it may
have to suspend its exploration plans until it is able to secure
them.

Compliance with Government Regulation

USG will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to
the exploration of minerals in the United States generally. USG
will also be subject to the regulations of the BLM with respect
to mining claims on federal lands.

Future exploration drilling on any of USGs properties that
consist of BLM land will require USG to either file a Notice of
Intent or a Plan of Operations with the BLM, depending upon the
amount of new surface disturbance that is planned. A Notice of
Intent is required for planned surface activities that anticipate
less than 5.0 acres of surface disturbance, and usually can be
obtained within a 30 to 60 day time period. A Plan of Operations
will be required if there is greater than 5.0 acres of new
surface disturbance involved with the planned exploration work. A
Plan of Operations can take several months to be approved,
depending on the nature of the intended work, the level of
reclamation bonding required, the need for archeological surveys
and other factors as may be determined by the BLM.

Environmental Permitting Requirements

Various levels of governmental controls and regulations address,
among other things, the environmental impact of mineral mining
and exploration operations and establish requirements for
reclamation of mineral mining and exploration properties after
exploration operations have ceased. With respect to the
regulation of mineral mining and exploration, legislation and
regulations in various jurisdictions establish performance
standards, air and water quality emission limits and other design
or operational requirements for various aspects of the
operations, including health and safety standards. Legislation
and regulations also establish requirements for reclamation and
rehabilitation of mining properties following the cessation of
operations and may require that some former mining properties be
managed for long periods of time after mining activities have
ceased.

USGs activities are subject to various levels of federal and
state laws and regulations relating to protection of the
environment, including requirements for closure and reclamation
of mineral exploration properties. Some of the laws and
regulations include the Clean Air Act, the Clean Water Act, the
Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA), the Emergency Planning and Community Right-to-Know
Act, the Endangered Species Act, the Federal Land Policy and
Management Act, the National Environmental Policy Act, the
Resource Conservation and Recovery Act, and related state laws in
Nevada. Additionally, much of USGs property is subject to the
federal General Mining Law of 1872, which regulates how mining
claims on federal lands are located and maintained.

The State of Nevada, where USG focuses its mineral exploration
efforts, requires mining projects to obtain a Nevada State
Reclamation Permit to the Mined Land Reclamation Act (the Nevada
MLR Act), which establishes reclamation and financial assurance
requirements for all mining operations in the state. New and
expanding facilities are required to provide a reclamation plan
and financial assurance to ensure that the reclamation plan is
implemented upon completion of operations. The Nevada MLR Act
also requires reclamation plans and permits for exploration
projects that will result in more than five acres of surface
disturbance on private lands.

Employees

As of May 23, 2017, USG has 4 full-time employees and no
part-time employees.

Legal Proceedings

USG is not currently subject to any legal proceedings, and to the
best of its knowledge, no such proceeding is threatened, the
results of which would have a material impact on USGs properties,
results of operation, or financial condition, nor to the best of
USGs knowledge, are any of its officers or directors involved in
any legal proceedings in which USG is an adverse party.

Corporate Background

USG was incorporated in 2014 in the state of Nevada. USGs
principal executive office is located at Suite 102, Box 604, 1910
East Idaho Street, Elko, Nevada 89801, its telephone number is
(800-557-4550), and its website is located at
http://usgoldcorp.gold

CERTAIN RISK FACTORS RELATING TO U.S. GOLD CORP.

USG is a new company with a short operating history
and has a history of losses.

USG was formed in February 2014. Its operating history consists
of starting its preliminary exploration activities. USG has no
income-producing activities from mining or exploration and has
already incurred losses because of the expenses it has incurred
in acquiring the rights to explore its properties and starting
its preliminary exploration activities. USG incurred a net loss
of approximately $407,000 for the year ended April 30, 2016 and
approximately $3,685,000 for the nine months ended January 31,
2017 and has not generated any revenue. USG expects that its
operating expenses and net losses will increase dramatically as
it proceeds with exploration and development of the Copper King
and Keystone mining projects. Exploring for gold and other
minerals or resources is an inherently speculative activity.
There is a strong possibility that USG will not find any
commercially exploitable gold or other deposits on its
properties. Because USG is an exploration company, it may never
achieve any meaningful revenue.

Since USG has a limited operating history, it is
difficult for potential investors to evaluate its
business.

USGs limited operating history makes it difficult for potential
investors to evaluate its business or prospective operations.
Since its formation, USG has not generated any revenues. As an
early stage company, USG is subject to all the risks inherent in
the initial organization, financing, expenditures, complications
and delays inherent in a new business. Investors should evaluate
an investment in USG in light of the uncertainties encountered by
developing companies in a competitive environment. USGs business
is dependent upon the implementation of its business plan. There
can be no assurance that its efforts will be successful or that
USG will ultimately be able to attain profitability.

Exploring for gold is an inherently speculative
business.

Natural resource exploration and exploring for gold in particular
is a business that by its nature is very speculative. There is a
strong possibility that USG will not discover gold or any other
resources which can be mined or extracted at a profit. Although
the Copper King Project has known gold deposits, the deposits may
not be of the quality or size necessary for it to make a profit
from actually mining it. Few properties that are explored are
ultimately developed into producing mines. Unusual or unexpected
geological formations, geological formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins,
landslides and the inability to obtain suitable or adequate
machinery, equipment or labor are just some of the many risks
involved in mineral exploration programs and the subsequent
development of gold deposits.

USG will need to obtain additional financing to fund
its Copper King and Keystone exploration programs.

USG does not have sufficient capital to fund its exploration
programs for the Copper King Project or the Keystone Project as
they are currently planned or to fund the acquisition and
exploration of new properties. USG will require additional
funding to continue its planned exploration programs. Its
management estimates that USG will require up to $500,000 in
order to fund the first year of planned exploration and
development of the Keystone Project, with up to $2,000,000
required in order to fund plans for the second year. In addition,
USG will require up to $500,000 per year for maintenance and
development of the Copper King Project. Its inability to raise
additional funds on a timely basis could prevent USG from
achieving its business objectives and could have a negative
impact on its business, financial condition, results of
operations and the value of its securities.

USG does not know if its properties contain any gold
or other minerals that can be mined at a profit.

Although the properties on which USG has the right to explore for
gold are known to have deposits of gold, there can be no
assurance such deposits which can be mined at a profit. Whether a
gold deposit can be mined at a profit depends upon many factors.
Some but not all of these factors include: the particular
attributes of the deposit, such as size, grade and proximity to
infrastructure; operating costs and capital expenditures required
to start mining a deposit; the availability and cost of
financing; the price of gold, which is highly volatile and
cyclical; and government regulations, including regulations
relating to prices, taxes, royalties, land use, importing and
exporting of minerals and environmental protection.

USG is a junior gold exploration company with no
mining operations and it may never have any mining operations in
the future.

USGS business is exploring for gold and other minerals. In the
event that USG discovers commercially exploitable gold or other
deposits, it will not be able to make any money from them unless
the gold or other minerals are actually mined or all or a part of
its interest is sold. Accordingly, USG will need to find some
other entity to mine its properties on its behalf, mine them
itself or sell the rights to mine to third parties.

USGs financial statements have been prepared assuming
that USG will continue as a going concern

USGs financial statements have been prepared assuming that USG
will continue as agoing concern. The ability to continue as a
going concern is dependent upon USG generating profitable
operations in the future and/or its ability to obtain the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they
come due. USGs ability to raise additional capital through the
future issuances of equity or debt is unknown and there can be no
assurances that any such financing can be obtained on favorable
terms, if at all.. The obtainment of additional financing, the
successful development of USGs contemplated plan of operations
and its transition, ultimately, to the attainment of profitable
operations are necessary for USG to continue its operations.

USGs business is subject to extensive environmental
regulations which may make exploring for or mining prohibitively
expensive, and which may change at any time.

All of USGs operations are subject to extensive environmental
regulations which can make exploration expensive or prohibit it
altogether. USG may be subject to potential liabilities
associated with the pollution of the environment and the disposal
of waste products that may occur as the result of exploring and
other related activities on its properties. USG may have to pay
to remedy environmental pollution, which may reduce the amount of
money that USG has available to use for exploration. This may
adversely affect its financial position. If USG is unable to
fully remedy an environmental problem, it might be required to
suspend operations or to enter into interim compliance measures
pending the completion of the required remedy. If a decision is
made to mine its properties and it retains any operational
responsibility for doing so, its potential exposure for
remediation may be significant, and this may have a material
adverse effect upon its business and financial position. USG has
not purchased insurance for potential environmental risks
(including potential liability for pollution or other hazards
associated with the disposal of waste products from its
exploration activities). However, if USG mines one or more of its
properties and retains operational responsibility for mining,
then such insurance may not be available to it on reasonable
terms or at a reasonable price. All of its exploration and, if
warranted, development activities may be subject to regulation
under one or more local, state and federal environmental impact
analyses and public review processes. It is possible that future
changes in applicable laws, regulations and permits or changes in
their enforcement or regulatory interpretation could have
significant impact on some portion of USGs business, which may
require its business to be economically re-evaluated from time to
time. These risks include, but are not limited to, the risk that
regulatory authorities may increase bonding requirements beyond
its financial capability. Inasmuch as posting of bonding in
accordance with regulatory determinations is a condition to the
right to operate under all material operating permits, increases
in bonding requirements could prevent operations even if USG is
in full compliance with all substantive environmental laws.

USG may be denied the government licenses and permits
which it needs to explore on its properties. In the event that
USG discovers commercially exploitable deposits, USG may be
denied the additional government licenses and permits which it
will need to mine its properties.

Exploration activities usually require the granting of permits
from various governmental agencies. For example, exploration
drilling on unpatented mineral claims requires a permit to be
obtained from the United States BLM, which may take several
months or longer to grant the requested permit. Depending on the
size, location and scope of the exploration program, additional
permits may also be required before exploration activities can be
undertaken. Prehistoric or Indian grave yards, threatened or
endangered species, archeological sites or the possibility
thereof, difficult access, excessive dust and important nearby
water resources may all result in the need for additional permits
before exploration activities can commence. As with all
permitting processes, there is the risk that unexpected delays
and excessive costs may be experienced in obtaining required
permits. The needed permits may not be granted at all. Delays in
or USGs inability to obtain necessary permits will result in
unanticipated costs, which may result in serious adverse effects
upon its business.

The values of USGs properties are subject to
volatility in the price of gold and any other deposits USG may
seek or locate.

USGs ability to obtain additional and continuing funding, and its
profitability in the unlikely event it ever commences mining
operations or sells the rights to mine, will be significantly
affected by changes in the market price of gold. Gold prices
fluctuate widely and are affected by numerous factors, all of
which are beyond USGs control. Some of these factors include the
sale or purchase of gold by central banks and financial
institutions; interest rates; currency exchange rates; inflation
or deflation; fluctuation in the value of the United States
dollar and other currencies; speculation; global and regional
supply and demand, including investment, industrial and jewelry
demand; and the political and economic conditions of major gold
or other mineral producing countries throughout the world, such
as Russia and South Africa. The price of gold or other minerals
have fluctuated widely in recent years, and a decline in the
price of gold could cause a significant decrease in the value of
USGs properties, limit USGs ability to raise money, and render
continued exploration and development of its properties
impracticable. If that happens, then USG could lose its rights to
its properties and be compelled to sell some or all of these
rights. Additionally, the future development of its properties
beyond the exploration stage is heavily dependent upon the level
of gold prices remaining sufficiently high to make the
development of USGs properties economically viable. You may lose
your investment if the price of gold decreases. The greater the
decrease in the price of gold, the more likely it is that you
will lose money.

USGs property titles may be challenged and it is not
insured against any challenges, impairments or defects to its
mineral claims or property titles. USG has not fully verified
title to its properties.

USGs unpatented Keystone claims were created and maintained in
accordance with the federal General Mining Law of 1872.
Unpatented claims are unique U.S. property interests and are
generally considered to be subject to greater title risk than
other real property interests because the validity of unpatented
claims is often uncertain. This uncertainty arises, in part, out
of the complex federal and state laws and regulations under the
General Mining Law. USG has obtained a title report on its
Keystone claims, but cannot be certain that all defects or
conflicts with its title to those claims have been identified.
Further, USG has not obtained title insurance regarding its
purchase and ownership of the Keystone claims. Defending any
challenges to its property titles may be costly, and may divert
funds that could otherwise be used for exploration activities and
other purposes. In addition, unpatented claims are always subject
to possible challenges by third parties or contests by the
federal government, which, if successful, may prevent us from
exploiting its discovery of commercially extractable gold.
Challenges to its title may increase its costs of operation or
limit its ability to explore on certain portions of its
properties. USG is not insured against challenges, impairments or
defects to its property titles, nor does USG intend to carry
extensive title insurance in the future.

Possible amendments to the General Mining Law could
make it more difficult or impossible for USG to execute its
business plan.

U.S. Congress has considered proposals to amend the General
Mining Law of 1872 that would have, among other things,
permanently banned the sale of public land for mining. The
proposed amendment would have expanded the environmental
regulations to which USG is subject and would have given Indian
tribes the ability to hinder or prohibit mining operations near
tribal lands. The proposed amendment would also have imposed a
royalty of 8% of gross revenue on new mining operations located
on federal public land, which would have applied to substantial
portions of its properties. The proposed amendment would have
made it more expensive or perhaps too expensive to recover any
otherwise commercially exploitable gold deposits which USG may
find on its properties. While at this time the proposed amendment
is no longer pending, this or similar changes to the law in the
future could have a significant impact on USGs business model.

Market forces or unforeseen developments may prevent
USG from obtaining the supplies and equipment necessary to
explore for gold and other resources.

Gold exploration, and resource exploration in general, has
demands for contractors and unforeseen shortages of supplies
and/or equipment could result in the disruption of USGs planned
exploration activities. Current demand for exploration drilling
services, equipment and supplies is robust and could result in
suitable equipment and skilled manpower being unavailable at
scheduled times for its exploration program. Fuel prices are
extremely volatile as well. USG will attempt to locate suitable
equipment, materials, manpower and fuel if sufficient funds are
available. If USG cannot find the equipment and supplies needed
for its various exploration programs, it may have to suspend some
or all of them until equipment, supplies, funds and/or skilled
manpower become available. Any such disruption in its activities
may adversely affect its exploration activities and financial
condition.

USG may not be able to maintain the infrastructure
necessary to conduct exploration activities.

USGs exploration activities depend upon adequate infrastructure.
Reliable roads, bridges, power sources and water supply are
important factors which affect capital and operating costs.
Unusual or infrequent weather phenomena, sabotage, government or
other interference in the maintenance or provision of such
infrastructure could adversely affect USGs exploration activities
and financial condition.

USG does not carry any property or casualty
insurance, however it intends to carry such insurance in the
future.

USGs business is subject to a number of risks and hazards
generally, including but not limited to adverse environmental
conditions, industrial accidents, unusual or unexpected
geological conditions, ground or slope failures, cave-ins,
changes in the regulatory environment and natural phenomena such
as inclement weather conditions, floods and earthquakes. Such
occurrences could result in damage to its properties, equipment,
infrastructure, personal injury or death, environmental damage,
delays, monetary losses and possible legal liability. Investors
could lose all or part of their investment if any such
catastrophic event occurs. USG does not carry any property or
casualty insurance at this time, however USG intends to carry
this type of insurance in the future. Even if USG does obtain
insurance, it may not cover all of the risks associated with its
operations. Insurance against risks such as environmental
pollution or other hazards as a result of exploration and
operations are often not available to it or to other companies in
its business on acceptable terms. Should any events against which
USG is not insured actually occur, USG may become subject to
substantial losses, costs and liabilities which will adversely
affect its financial condition.

USG MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of USGS
financial condition and results of operations together with
Selected Historical and Unaudited Pro Forma Condensed Combined
Financial DataSelected Historical Financial Data of USG and USGs
financial statements and the related notes included elsewhere in
this Current Report. In addition to historical information, this
discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions. USGs actual results
may differ materially from those results described in or implied
by the forward-looking statements discussed below. Factors that
could cause or contribute to such differences include, but are
not limited to, those identified below, and those discussed in
the section titled Risk Factors included elsewhere in this
Current Report.

Overview

U.S. Gold Corp. (USG) is an exploration stage company that owns
certain mining leases and other mineral rights. On July 2, 2014,
USG entered into an asset purchase agreement with Wyoming Gold
Mining Company, Inc. (Wyoming Gold) for the purchase of the
Copper King gold and copper development project located in the
Silver Crown Mining district of southwest Wyoming (the Copper
King Project). On May 27, 2016, USG acquired certain unpatented
mining claims related to a gold development project in Eureka
County, Nevada from Nevada Gold Ventures, LLC (Nevada Gold) and
Americas Gold Exploration, Inc. (the Keystone Project).

Copper King Project

The Copper King Project is located in southeastern Wyoming. USGs
rights to the Copper King Project are derived from two mineral
leases from the State of Wyoming. Ownership of the mineral rights
remains in the possession of the State of Wyoming as conveyed to
the state by the United States. The State of Wyoming issued the
mineral leases to Wyoming Gold in 2013 and 2014 and Wyoming Gold
assigned both leases to USG on June 23, 2014. Limited exploration
and mining were conducted on the Copper King property in the late
1880s and early 1900s. Since 1938, at least nine historic
(pre-Strathmore) drilling campaigns by at least seven companies
and the U. S. Bureau of Mines have been conducted at Copper King
property. Wyoming Gold conducted an exploration drill program in
2007 and 2008. The focus of Wyoming Golds work was to confirm and
potentially expand the mineralized body outlined in the previous
drill campaigns, increase the geologic and geochemical database
leading to the creation of the current geologic model and
resource estimate, and to provide material for further
metallurgical testing.

Keystone Project

On May 25, 2016, USG entered into a purchase and sale agreement
(Purchase and Sale Agreement), as amended and restated, with
Nevada Gold and Americas Gold Exploration, Inc. to which USG
acquired certain mining claims related to a gold development
project in Nevada. At the time of purchase, the Keystone Project
consisted of 284 unpatented lode mining claims situated in Eureka
County, Nevada. Subsequent to the acquisition, USG acquired 71
additional unpatented lode mining claims. No comprehensive,
modern-era, model-driven exploration has ever been conducted on
the Keystone Project. Previously, significant amounts of low
grade ( /- 0.02 opt) and anomalous gold were intersected, but
results were considered uneconomic, and prior projects were
terminated.

Recent Events

On June13, 2016, USG, Dataram Corporation (Dataram), Dataram
Acquisition Sub, Inc. (DAS), and Copper King LLC, the principal
shareholder of USG (Copper King) entered into an Agreement and
Plan of Merger as amended and restated (the Merger Agreement), to
which, subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, DAS will merge with and into
USG, with USG surviving the Merger as the wholly-owned subsidiary
of the Company.

On November 28, 2016, USG, Dataram, DAS, and Copper King, amended
and restated (the Third Amended and Restated Merger Agreement)
that certain merger agreement between the parties dated as of
June 13, 2016 which was amended and restated on July 29, 2016 and
September 14, 2016.

On May 23, 2017 the Merger was consummated to the terms of the
Merger Agreement. The Merger consideration set forth below does
not reflect Datarams 1 for 4 reverse stock split which became
effective on May 8, 2017.

The parties agreed to execute the Third Amended and Restated
Merger Agreement in order to, among other things:

Increase the Merger Consideration for the USGs holders of record, in the aggregate and on an as converted and fully diluted basis, to 48,616,089 shares of Common Stock and equivalents from 46,241,868 shares of Common Stock and equivalents. This includes:

		Reducing the number of shares issuable to holders of the USGs Series C Preferred Stock issued in connection with the USGs holders private placement (the Financing) to 18,094,362 from 18,181,817;
		Increasing the maximum number of warrants to purchase Datarams Common Stock issuable to the placement agent in the Financing to 1,809,436 five-year cashless warrants from 400,000 warrants;
		Adding a provision to issue 925,833 five-year options which vest 1/24 each month over the 2 years from the original date of issue to the holders of options issued in connection with the closing of the Keystone Acquisition;

		Eliminate a covenant that certain officers and directors of Dataram be issued an aggregate of 820,000 shares of restricted stock to a shareholder approved equity incentive plan, subject to the execution of a two year lockup agreement; and
		Reduce the maximum number of shares Dataram shall have outstanding at the closing of the Merger, on a fully diluted basis, to 4,945,182 shares of Common Stock and equivalents from 5,579,031 shares of Common Stock and equivalents.

Immediately following the effective time of the Merger, USG
shareholders are expected to own approximately 90.5% of the
outstanding capital stock of the Company.

Series C Financing

Between July 2016 and October 2016, USG entered into subscription
agreements with accredited investors to which USG sold an
aggregate of 5,428,293 shares of Series C Preferred Stock (the
Series C Shares) for a purchase price of $2.20 per share, for
aggregate gross proceeds of approximately $11.9 million (the
Series C Closing). Subject to certain limitations, each Series C
Share is convertible into 10 shares of USGs common stock.

In connection with theSeries C Closing, USG paid a placement
agent an aggregate of approximately (i) $1.5M ($1.2M in
commissions, equal to approximately 10% of the gross proceeds
received by USG from the sale of securities sold by the placement
agent and $240,000 in expense reimbursement representing
approximately 2% of the gross in expenses), and (ii) issued the
placement agents warrants to purchase up to 1,809,436 shares of
USGs common stock (equal to 10% of the number of shares of common
stock sold in the offering on an as-converted basis with respect
to any Series C Shares sold by the placement agent). The warrants
issued to the placement agent terminate five years from the date
of issuance and are exercisable at a price equal to $0.66 per
share and may be exercised on a cashless basis.

Results of Operations

Nine Months Ended January 31, 2017 and 2016

Net Revenues

USG is an exploration stage company with no operations, and we
generated no revenues for the years ended January31, 2017 and
2016.

Operating Expenses

Total operating expenses for the nine months ended January 31,
2017 as compared to the nine months ended January 31, 2016, were
approximately $3,680,000 and $25,000, respectively. The
$3,655,000 increase in operating expenses for the nine months
ended January 31, 2017 is comprised of an increase of $914,000 in
compensation as a result of the employment of USG officers and
hiring of an additional employee during the nine months ended
January 31, 2017, a $1,225,000 increase in exploration expenses
on our mineral properties due to an increase in exploration
activities during the current nine months ended, an increase of
$1,328,000 in professional fees primarily due to an increased
legal, accounting and consulting fees as a result of increase
investor relations and business advisory services, and an
increase of $189,000 in general and administrative expenses
primarily attributable to an increase in travel related expenses.

Total operating expenses for the three months ended January 31,
2017 as compared to the three months ended January 31, 2016, were
approximately $1,648,000 and $17,000, respectively. The
$1,631,000 increase in operating expenses for the three months
ended January 31, 2017 is comprised of an increase of $463,000 in
compensation as a result of the employment of USG officers and
hiring of an additional employee during the three months ended
January 31, 2017, a $988,000 increase in exploration expenses on
our mineral properties due to an increase in exploration
activities during the current three month period, an increase of
$148,000 in professional fees primarily due to an increased
legal, accounting and consulting fees as a result of increase
investor relations and business advisory services, and an
increase of $32,000 in general and administrative expenses
primarily attributable to an increase in travel related expenses.

Loss from Operations

USG reported loss from operations of approximately $3,681,000 and
$25,000 for the nine months ended January 31, 2017 and 2016,
respectively. USG reported loss from operations of approximately
$1,648,000 and $17,000 for the three months ended January 31,
2017 and 2016, respectively. The increase in operating loss was
due primarily to the increase in operating expenses described
above.

Other Expenses

Total other expense was approximately $4,200 and $0 for the nine
months ended January 31, 2017 and 2016, respectively. The change
in other expense is primarily attributable to an increase in
interest expense to a related party.

Net Loss

As a result of the operating expense and other expense discussed
above, we reported a net loss of approximately $3,685,000 for the
nine months ended January 31, 2017 as compared to a net loss of
$25,000 for the nine months ended January 31, 2016. As a result
of the operating expense and other expense discussed above, we
reported a net loss of approximately $1,648,000 for the three
months ended January 31, 2017 as compared to a net loss of
$17,000 for the three months ended January 31, 2016.

Year ended April 30, 2016 and Year ended April 30,
2015

Net Revenues

USG is an exploration stage company with no operations, and we
generated no revenues for the years ended April 30, 2016 and
2015.

Operating Expenses

Total operating expenses for the year ended April 30, 2016 as
compared to the year ended April 30, 2015, were approximately
$407,000 and $14,000, respectively. The $393,000 increase in
operating expenses for the year ended April 30, 2016 is primarily
attributable to an increase in compensation expenses of $260,000
primarily related to stock based compensation to our CEO,
increased professional fees of $80,600 related to legal expenses
and an increase in general and administrative expenses of $51,000
primarily attributable to an increase in travel related expenses.

Loss from Operations

USG reported loss from operations of approximately $407,000 and
$14,000 for the year ended April 30, 2016 and 2015, respectively.
The increase in operating loss was due primarily to the increase
in operating expenses described above.

Net Loss

As a result of the operating expense and other expense discussed
above, we reported a net loss of approximately $407,000 for the
year ended April 30, 2016 as compared to a net loss of $14,000
for the year ended April 30, 2015.

Liquidity and Capital Resources

As of January 31, 2017, USG had cash totaling approximately
$7,544,000. Net cash used in operating activities totaled
approximately $2,930,000 and $19,000 for the nine months ended
January 31, 2017 and 2016, respectively. Net loss for the nine
months ended January 31, 2017 and 2016 totaled approximately
$3,685,000 and $25,000, respectively. Stock based compensation
expense for the nine months ended January 31, 2017 was
approximately $875,000. Prepaid expenses and reclamation bond
deposit for the nine months ended January 31, 2017 and 2016
increased by approximately $113,000 and $32,000, respectively.
Total accounts payable and accrued liabilities from unrelated and
related parties decreased by approximately $25,000 during the
nine months ended January 31, 2017.

Net cash used in investing activities totaled approximately
$289,000 which is primarily attributable to the acquisition of
mineral rights related to the Keystone Project during the nine
months ended January 31, 2017.

Net cash provided by financing activities totaled approximately
$10,457,000 and $10,000 for the nine months ended January 31,
2017 and 2016, respectively. During the nine months ended January
31, 2017, financing activities consisted of net proceeds of
$10,866,000 from the sale of preferred shares and $285,000 from
the payment of note payable and $124,000 repayment of advances to
a related party. During the nine months ended January 31, 2016,
financing activities were primarily attributable to shareholders
capital contribution of approximately $12,000.

As of April 30, 2016, USG had cash totaling approximately
$306,000. Net cash used in operating activities totaled
approximately $34,000 and $17,000 for the year ended April 30,
2016 and 2015, respectively. Net loss for the year ended April
30, 2016 and 2015 totaled approximately $407,000 and $14,000
respectively. Total prepaid expenses, and accounts payable and
accrued liabilities, for the year ended April 30, 2016 and April
30, 2015 increased by approximately $ 12,000 and $136,000,
respectively.

Net cash used in investing activities totaled approximately $0
and $1,592,000 for the year ended April 30, 2016 and 2015,
respectively. During the year ended April 30, 2015, investing
activity is primarily attributable to the acquisition of mineral
rights related to the Copper King Project.

Net cash provided by financing activities totaled approximately
$297,000 and $1,651,000 for the year ended April 30, 2016 and
2015, respectively. During the year ended April 30, 2016,
financing activities consisted of shareholders capital
contribution of approximately $12,000 and $285,000 of proceeds
received from issuance of a note payable related party. During
the year ended April 30, 2015, financing activities consisted of
net proceeds of $1,525,000 from the sale of common stock to a
related party, $124,000 advances from a related party and
shareholders capital contribution of approximately $2,000.

Based on the above, there is substantial doubt about USGs ability
to continue as a going concern. The consolidated financial
statements do not include adjustments relating to the
recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be
necessary in the event USG cannot continue in existence.

Off-Balance Sheet Arrangements

USG does not have any present plans to implement, any off-balance
sheet arrangements.

Recently Issued Accounting Pronouncements

See Notes to Audited Financial Statements (Note 2).

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements,
which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of our financial
statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates
based on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

Management believes the following critical accounting policies
affect the significant judgments and estimates used in the
preparation of the financial statements.

Use of Estimates and Assumptions

In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the
balance sheet, and revenues and expenses for the period then
ended. Actual results may differ significantly from those
estimates. Significant estimates made by management include, but
are not limited to valuation of mineral rights, stock-based
compensation, the fair value of common stock issued and the
valuation of deferred tax assets and liabilities.

Stock-Based Compensation

Stock-based compensation is accounted for based on the
requirements of the Share-Based Payment Topic of ASC 718 which
requires recognition in the financial statements of the cost of
employee and director services received in exchange for an award
of equity instruments over the period the employee or director is
required to perform the services in exchange for the award
(presumptively, the vesting period). ASC 718 also requires
measurement of the cost of employee and director services
received in exchange for an award based on the grant-date fair
value of the award. to ASC Topic 505-50, for share-based payments
to consultants and other third-parties, compensation expense is
determined at the measurement date. The expense is recognized
over the vesting period of the award. Until the measurement date
is reached, the total amount of compensation expense remains
uncertain.

Mineral Rights

Costs of lease, exploration, carrying and retaining unproven
mineral lease properties are expensed as incurred. USG expenses
all mineral exploration costs as incurred as it is still in the
exploration stage. If USG identifies proven and probable reserves
in its investigation of its properties and upon development of a
plan for operating a mine, it would enter the development stage
and capitalize future costs until production is established.

When a property reaches the production stage, the related
capitalized costs are amortized on a units-of-production basis
over the proven and probable reserves following the commencement
of production. USG assesses the carrying costs of the capitalized
mineral properties for impairment under ASC 360-10, Impairment of
long-lived assets, and evaluates its carrying value under ASC
930-360, Extractive Activities – Mining, annually. An impairment
is recognized when the sum of the expected undiscounted future
cash flows is less than the carrying amount of the mineral
properties. Impairment losses, if any, are measured as the excess
of the carrying amount of the mineral properties over its
estimated fair value.

ASC 930-805, Extractive Activities-Mining: Business Combinations
(ASC 930-805), states that mineral rights consist of the legal
right to explore, extract, and retain at least a portion of the
benefits from mineral deposits. Mining assets include mineral
rights. Acquired mineral rights are considered tangible assets
under ASC 930-805. ASC 930-805 requires that mineral rights be
recognized at fair value as of the acquisition date. As a result,
the direct costs to acquire mineral rights are initially
capitalized as tangible assets. Mineral rights include costs
associated with acquiring patented and unpatented mining claims.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tables set forth certain information regarding the
ownership of our common stock as of May 24, 2017, by each of our
directors and named executive officers, each person known to us
to beneficially own 5% or more of our Common Stock, and by the
officers and directors of the Company as a group. Unless
otherwise indicated in the footnotes to the following table, each
person named in the table has sole voting and investment power
(subject to applicable community property laws) and that persons
address is c/o Dataram Corporation, 777 Alexander Road, Suite
100, Princeton, NJ 08540.

				Amount and Nature of Beneficial Ownership (1,2,3)
Name of Beneficial Owner		Role		Number				Percent
Edward M. Karr		Chief Executive Officer, President and Director of Dataram Corporation and Director of Dataram Memory			213,160				3.1	%
David A. Moylan		President and Director of Dataram Memory and Director of Dataram Corporation			53,527				*
Anthony M. Lougee		Chief Financial Officer of Dataram Corporation and Dataram Memory			9,708				*
Timothy M. Janke		Director of Dataram Corporation			20,833				*
James Dale Davidson		Director of Dataram Corporation			–				*
John N. Braca		Director of Dataram Corporation			–				*
Directors and Executive Officers as a group (6 persons)					297,228				4.3	%
5% or Greater Shareholders					–

*	Less than 1%.
(1)	The number of shares has been adjusted to reflect the reverse 1-for-4 stock split effective May 8, 2017.
(2)	On May 24, 2017 6,970,022 shares of Common Stock and Common Stock equivalents were outstanding.
(3)	Beneficial ownership includes all stock options and restricted units held by a shareholder that are currently exercisable or exercisable within 60 days of May 24, 2017 (which would be July 23, 2017).

DIRECTORS AND EXECUTIVE OFFICERS

On the Closing Date, Edward M. Karr was appointed Chief Executive
Officer and President of the Company and David A. Moylan was
appointed President of Dataram Memory, a subsidiary of the
Company.

In addition, on April 21, 2017, the Company filed a Schedule
14f-1 with the Securities and Exchange Commission to which, on
the Closing Date, Trent D. Davis and Michael E. Markulec resigned
as members of the Companys Board of Directors and the following
three USG designees were appointed to the Companys Board of
Directors: Timothy M. Janke, James Dale Davidson and John N.
Braca.

The following sets forth information about our directors and
executive officers as of the date of this report:

Name		Age		Title		Director / Officer Since
Edward M. Karr				Chief Executive Officer, President and Director of Dataram Corporation and Director of Dataram Memory
David A. Moylan				President and Director of Dataram Memory and Director of Dataram Corporation
Anthony M. Lougee				Chief Financial Officer of Dataram Corporation and Dataram Memory
Timothy M.Janke				Director of Dataram Corporation*
James Dale Davidson				Director of Dataram Corporation*
John N. Braca				Director of Dataram Corporation*

*Independent Director

Edward M. Karr has been serving as a Director of
the Company since June 2015, and has been the President and Chief
Executive Officer, and a Director of USG since April 2016. Upon
consummation of the Merger, Mr. Karr became the President and
Chief Executive Officer of the Company and remains a member of
the board. Mr. Karr is an international entrepreneur and founder
of several investment management companies based in Geneva,
Switzerland. In addition, Mr. Karr is a Director of Pershing Gold
Corp., an emerging Nevada gold producer, member of the Audit
Committee of the Company and a Director and Chair of the Audit
Committee of Levon Resources. Mr. Karr previously served on the
boards of PolarityTE, Inc. (formerly Majesco Entertainment
Company) and Spherix Incorporated. Mr. Karr is a board member and
past President of the American International Club of Geneva and
Chairman of Republicans Overseas Switzerland. Mr. Karr has more
than 25 years of capital markets experience as an executive
manager, financial analyst, money manager and investor. In 2004,
Futures Magazine named Mr. Karr as one of the worlds Top Traders.
He is a frequent contributor to the financial press. Mr. Karr
previously worked for Prudential Securities in the United States.
Before his entry into the financial services arena, Mr. Karr was
affiliated with the United States Antarctic Program and spent
thirteen consecutive months working in the Antarctic, receiving
the Antarctic Service Medal for winter over contributions of
courage, sacrifice and devotion. Mr. Karr studied at Embry-Riddle
Aeronautical University, Lansdowne College in London, England and
received a B.S. in Economics/Finance with Honours (magna cum
laude) from Southern New Hampshire University. Mr. Karr is
qualified to serve on our Board because of his global operating
and executive management experience; deep knowledge of capital
markets; experience in public company accounting, finance, and
audit matters as well as his experience in a range of board and
committee functions as a member of various boards.

David A. Moylan served initially as interim
President and Chief Executive Officer and then as permanent
President and Chief Executive Officer of the Company from January
22, 2015 until the Closing of the Merger and Chairman of the
Board from November 18, 2014 until the Closing of the Merger.
Upon consummation of the Merger, he became President of Dataram
Memory, a subsidiary of the Company and remained a member of the
Board, although he will no longer serve as Chairman. Mr. Moylan
was previously a Partner at Yenni Capital, Inc., a private equity
firm from 2013 through 2015. Mr. Moylan was also a Managing
Director with the Corporate Executive Board (CEB), the worlds
leading member-based advisory company, from 2010 to 2012. At CEB,
Mr. Moylan held several executive roles which addressed critical
business challenges. As a General Manager, he led the three-way
global integration of Valtera with CLC Genesee and CEBs core
businesses across all functional areas. As President and CEO of
Toolbox.com, he drove the successful turnaround of the business,
returning it to profitability and spearheaded its successful
divestiture. From 2008 through 2010, Mr. Moylan served as Vice
President and Division COO for the Global Client Development
Division at LexisNexis where he led operations and customer
experience efforts and managed the Consulting and Training
Services business. He also built a digital agency that delivered
on-line marketing solutions to more than 13,000 customers and
generated more than $40 million in annual revenue. In 2007, he
was CEO of BK Global Ltd where he oversaw the growth of the
business and its merger with another entity. From 2003 through
2007 he was an Executive Director at America Online (AOL) where
he led numerous cross-functional efforts that planned and
delivered web and client-based technology products to consumers.
Prior to AOL, Mr. Moylan was a consultant with
PricewaterhouseCoopers LLP and at A.T. Kearney, helping companies
across multiple industries and continents grow their businesses
and transform their business models. He is a former U.S. Army
officer who served with the 101st Airborne Division (Air
Assault), a graduate of the University of Vermont, and holds an
MSIA (MBA) from Carnegie Mellons business school. Mr. Moylan is
qualified to serve on our Board because of his breadth of
knowledge and experience in all aspects of the Companys
activities, including products and services, customers,
operations, strategic interests, sales and marketing efforts; his
role currently as the CEO at the Company; broad knowledge and
operating experience in the technology and services industries;
financial and operating acumen; and expertise in evaluating
growth and operational initiatives.

Anthony M. Lougee has been serving as the Chief
Financial Officer of the Company since August 2015 and as the
Corporate Secretary from June 2015 until the Closing of the
Merger. He continues to serve as the Companys Chief Financial
Officer after the Merger. He served as Datarams Chief Accounting
Officer from September 2002 through August 2015. Mr. Lougee is an
accomplished senior financial executive with significant
experience working in accounting, finance, compliance, and
management roles. He has been with Dataram Corporation for over
20 years. Mr. Lougee was also a General Accounting Manager for
Dialight Corporation and Accountant with Philips Electronics. Mr.
Lougee is a graduate of Monmouth University, and holds a BS and
MBA degree.

Timothy M. Janke has been serving as a member of
the board of directors of USG since April 2016. In addition, he
has been serving as the Chief Operating Officer of Pershing Gold
Corp. since August 2014. Since November 2010, Mr. Janke has been
the president of his own consulting business providing mine
operating and evaluation services to several mining companies.
Beginning in July 2012, he provided consulting services at the
Relief Canyon Project advising the Company on mine start-up plans
and related activities. From June 2010 to August 2014, Mr. Janke
served as Vice President and Chief Operating Officer of
Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc. He
was General Manager-Projects for Goldcorp Inc. and its
predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice
President and General Manager of the Marigold Mine from February
2006 to June 2009, and its Manager of Technical Services from
September 2004 to January 2006. Since August 2011, Mr. Janke has
served as a director for Renaissance Gold. He is a past Director
of both the Nevada Mining Association, and Silverado Area Council
Boy Scouts. He has a B.S. in Mining Engineering from the Mackay
School of Mines. Mr. Janke is qualified to serve on our Board
because of his more than 40 years of engineering and operational
experience in the mining industry, and broad range of expertise
in mining operations throughout the USA, Canada and Australia.

James Dale Davidson has been a member of
S.A.C.S. OF Beaverton LLC since 2015, Founding Director of Vamos
Holdings since 2012, Director of Solar Avenir since 2016,
Founding Director of Telometrix since 2016, and Founding Managing
Member of Goldrock Resources, LLC since 2016. Mr. Davidson first
became active in the mining business after his forecast of the
collapse of the Soviet Union was born out. After several small
successes, Davidson teamed with Richard Moores in 1996 to launch
Anatolia Minerals with an initial capital of $800,000. At its
peak, the company attained a market cap of $3.5 billion.
Davidson, a graduate of Oxford University, has had a successful
career as a serial entrepreneur. He is the author of Blood in
the Streets: Investment Profits in a World Gone Mad, The Great
Reckoning: Protect Yourself in the Coming Depression and
The Sovereign Individual (all with Lord William
Rees-Mogg) and Brazil is the New America, The Age of
Deception, and The Breaking Point. Mr. Davidson
qualified to serve on our Board because of his experience in
mining operations and corporate governance.

John N. Braca is a financial executive and
business partner with a strong track record in portfolio
management, venture capital fundraising, as well as financial and
operational management. He has served as a director and board
observer for life science, technology and development companies
over the course of his career. Mr. Braca has also served as an
active member of both Audit and Compensation Committees for both
public and private companies and has led several of the public
companies as the Chairman of the Audit Committee. John N. Braca
has been a director of Sevion Therapeutics since October 2003.
Since April 2013, Mr. Braca has been the President and sole
proprietor of JNB Consulting, which provides strategic business
development counsel to biotechnology companies. From August 2010
through April 2013, Mr. Braca had been the executive director
controller for Iroko Pharmaceuticals, a privately-held global
pharmaceutical company based in Philadelphia. From April 2006
through July 2010, Mr. Braca was the managing director of
Fountainhead Venture Group, a healthcare information technology
venture fund based in the Philadelphia area, and has been working
with both investors and developing companies to establish exit
and business development opportunities. From May 2005 through
March 2006, Mr. Braca was also consultant and advisor to
GlaxoSmithKline management in their research operations. From
1997 to April 2005, Mr. Braca was a general partner and director
of business investments for S.R. One, Limited, or S.R. One, the
venture capital subsidiary of GlaxoSmithKline. In addition, from
January 2000 to July 2003, Mr. Braca was a general partner of
Euclid SR Partners Corporation, an independent venture capital
partnership. Prior to joining S.R. One, Mr. Braca held various
finance and operating positions of increasing responsibility
within several subsidiaries and business units of
GlaxoSmithKline. Mr. Braca is a licensed Certified Public
Accountant in the state of Pennsylvania and is affiliated with
the American Institute of Certified Public Accountants and the
Pennsylvania Institute of Certified Public Accountants. Mr. Braca
received a Bachelor of Science in Accounting from Villanova
University and a Master of Business Administration in Marketing
from Saint Josephs University. Mr. Braca is qualified to serve on
the Board because of his deep knowledge of financial and
operational issues; extensive experience in operational and
executive management, deep governance acumen, and strong
knowledge of early stage and public companies.

Family Relationships

There are no family relationships among the executive officers
and directors of the Company.

Legal Proceedings

Involvement in Certain Legal Proceedings

During the past ten years, none of our current directors,
executive officers, promoters, control persons, or nominees has
been:

		the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
		convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
		subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
		found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
		the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any federal or state securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
		the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Described below are any transactions from USGs inception
February 14, 2014 to January 31, 2017 and any currently proposed
transactions to which USG was a party in which:

		The amounts involved exceeded or will exceed the lower of either $120,000 or 1% of the average of USGs total assets at year-end for the last two completed fiscal years; and
		A director, executive officer, holder of more than 5% of the outstanding capital stock of USG, or any member of such persons immediate family had or will have a direct or indirect material interest.

The principal stockholder of USG, Copper King, from time to time,
provided advances to USG for working capital purposes. These
advances were non-interest bearing and due on demand. USG paid
back the related party advances in August 2016. At January 31,
2017 and April 30, 2016, USG had a payable to Copper King, $0 and
$123,624, respectively.

On April 19, 2016, USG issued a 5% unsecured promissory note due
July 1, 2016 to the principal stockholder of USG, Copper King, in
the principal amount of $285,000. The promissory note does not
contain any conversion features. In August 2016, USG paid back
the principal amount of the note together with the accrued
interest thereon for a total of $289,710. At January 31, 2017 and
April 30, 2016, the outstanding principal amount of the note was
$0 and $285,000, respectively.

Accounts payable to a related party as of January 31, 2017 was
$2,431 and was reflected as accounts payable and accrued
liabilities related parties in the accompanying unaudited
condensed balance sheets. The related party is a managing partner
of Copper King.

On May 18, 2016, USG issued an aggregate of 750,000 shares of
USGs common stock to the Chief Operating Officer and a director
USG for services rendered to USG. These shares vested immediately
on the date of issuance. USG valued these common shares at the
fair value of $75,000 or $0.10 per common share. In connection
with the issuance of these common shares, USG recorded stock
based compensation of $75,000 for the nine months ended January
31, 2017.

On May 18, 2016, USG issued 1,500,000 shares of USGs common stock
to a consultant for services rendered to USG. These shares vested
immediately on the date of issuance. USG valued these common
shares at the fair value of $150,000 or $0.10 per common share.
In connection with the issuance of these common shares, USG
recorded stock based compensation of $100,000 for the nine months
ended January 31, 2017 and prepaid expense of $50,000 as of
January 31, 2017.

Stock Options

A summary of the Companys outstanding stock options as of January
31, 2017 and changes during the period then ended are presented
below:

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)
Balance at April 30, 2016						$
Granted			2,777,500				0.30				5.0
Exercised
Forfeited
Cancelled
Balance at January 31, 2017			2,777,500				0.30				4.32
Options exercisable at end of period			925,833			$	0.30
Options expected to vest			1,851,667			$	0.30
Weighted average fair value of options granted during the period						$	0.07

On May 27, 2016, in connection with the Purchase and Sale
Agreement related to the acquisition of the Keystone Property,
USG granted to the sellers an aggregate of 2,777,500 shares of
USGs common stock at an exercise price of $0.30 per share. The
options shall vest in 1/24 increments over a two year period
commencing on the date of the grant. The options were valued on
the grant date at approximately $0.07 per option or a total of
$184,968 using a Black-Scholes option pricing model with the
following assumptions: stock price of $0.10 per share, volatility
of 112% (based from volatilities of similar companies), expected
term of 5 years, and a risk free interest rate of 1.39%. The
options are non-forfeitable and are not subject to obligations or
service requirements. The fair value of the options was included
in the acquisition cost of the Keystone.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure set forth above in Item 2.01 of this Current
Report is incorporated by reference herein. The options and
warrants issued in connection with the Closing were not
registered under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act.

Item 5.01 Changes in Control of
Registrant.

The disclosure set forth above in Item 2.01 of this Current
Report is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The disclosure set forth above in Item 2.01 of this Current
Report is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

The disclosure set forth above in Item 2.01 of this Current
Report is incorporated by reference herein.

On May 23, 2017, the Company filed the Certificate of
Designations, Preferences and Rights of the Companys 0% Series C
Convertible Preferred Stock (the Certificate of Designation) with
the Nevada Secretary of State to which the Company authorized
45,000.18 shares of Series C Preferred Stock

Each share of Series C Preferred Stock has a stated value of
$100.00 per share and a conversion price of $1.00 per share, each
subject to adjustment for stock splits, stock dividends,
recapitalizations, combinations, subdivisions or other similar
events. Each share of Series C Preferred Stock will be
convertible into such number of shares of Common Stock equal to
the Base Amount divided by the conversion price. Base Amount
means the sum of (1) the stated value of the Series C Preferred
Stock, plus (2) the unpaid dividend amount thereon as of such
date of determination. Upon the liquidation, dissolution or
winding up of the business of the Company, each holder of Series
C Preferred Stock shall be entitled to receive, for each share of
Series C Preferred Stock held, an amount in cash equal to, and
not more than, the par value before payment is made to any other
class or series of capital stock whose terms expressly provide
that the holders of Series C Preferred Stock should receive
preferential payment and the Companys Common Stock; provided,
however, that Series B Convertible Preferred Stock shall
rank senior to Series C Preferred Stock. Holders of Series C
Preferred Stock shall not possess any voting rights and are
entitled to receive dividends when and as declared by the Board
of Directors. If at any time the Company grants, issues or sells
any options, convertible securities or rights to purchase stock,
warrants, securities or other property pro rata to the record
holders of any class of Common Stock then each Holder will be
entitled to acquire, upon the terms applicable to such purchase
rights, the aggregate purchase rights which such holder could
have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete conversion of all the
(without taking into account any limitations or restrictions on
the convertibility of the Series C Preferred Stock) held by such
holder immediately before the date on which a record is taken for
the grant, issuance or sale of such purchase rights, or, if no
such record is taken, the date as of which the record holders of
Common Stock are to be determined for the grant, issue or sale of
such purchase rights; provided, however, that if the
holders right to participate in any such purchase right would
result in such holder exceeding the Beneficial Ownership
Limitation (defined below), then such holder shall not be
entitled to participate in such purchase right until such time as
the purchase rights would not result in such holder exceeding the
Beneficial Ownership Limitation. At no time may shares of Series
C Preferred Stock be converted if such conversion would cause the
holder to hold in excess of 4.99% of the issued and outstanding
Common Stock of the Company (the Beneficial Ownership
Limitation). The Series C Preferred Stock is subject to
adjustment in the event of stock dividends, splits and
fundamental transactions.

A copy of the Certificate of Designation is filed as Exhibit 3.2
to this Current Report and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On May 24, 2017, the Company issued a press release announcing
the Closing of the Merger.

A copy of the press release that discusses this matter is filed
as Exhibit 99.4 to this Current Report and is incorporated by
reference herein. The information in this Current Report is being
furnished and shall not be deemed filed for the purposes of
Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section. The information in this Current
Report shall not be incorporated by reference into any
registration statement or other document to the Securities Act,
except as shall be expressly set forth by specific reference in
any such filing.

The Company has made available a presentation about its business,
a copy of which is filed as Exhibit 99.5 to this Current Report
and is hereby incorporated by reference.

The information contained in the presentation is summary
information that should be considered in the context of the
Companys filings with the Securities and Exchange Commission and
other public announcements the Company may make by press release
or otherwise from time to time. The presentation speaks as of the
date of this Current Report. While the Company may elect to
update the presentation in the future to reflect events and
circumstances occurring or existing after the date of this
Current Report, the Company specifically disclaims any obligation
to do so.

The presentation contains forward-looking statements, and as a
result, investors should not place undue reliance on these
forward-looking statements.

The information set forth in this Current Report, including
without limitation the presentation, is not deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as
may be expressly set forth by specific reference in such a
filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business
Acquired

(d) Exhibits.

Exhibit		Description of Exhibit
3.1		Articles of Merger as filed with the Nevada Secretary of State on May 23, 2017
3.2		Certificate of Designations, Preferences and Rights of the Companys 0% Series C Convertible Preferred Stock
10.1		Form of One Year Lock-up Agreement
10.2		Form of Two Year Lock-up Agreement
10.3		Form of Escrow Agreement
99.1		Financial Statements of USG for the years ended April 30, 2016 and 2015
99.2		Financial Statements for USG for the quarter ended January 31, 2017
99.3		Pro Forma Financial Statements
99.4		Press release dated May 24, 2017
99.5		USG presentation dated May 2017

About DATARAM CORPORATION (NASDAQ:DRAM)
Dataram Corporation (Dataram) is an independent manufacturer of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for various brands, as well as a line of memory products for Intel and AMD motherboard based servers. Its business lines include Dataram/Princeton Memory, Micro Memory Bank (MMB), MemoryStore.com and 18004Memory.com. The Dataram/Princeton Memory Business provides memory products that support enterprise/mission critical need; custom memory solutions for various customers ranging from enterprise and data center segments to power users and gamers, and solutions to extend the density memory options available to customers. MMB provides new and refurbished memory products. 18004Memory.com Web property provides a source for new and refurbished memory products. The Memorystore.com Web property provides a source for Dataram Value Memory products. DATARAM CORPORATION (NASDAQ:DRAM) Recent Trading Information
DATARAM CORPORATION (NASDAQ:DRAM) closed its last trading session down -0.56 at 3.50 with 82,272 shares trading hands.