Investor

doctacloak

DRAM_Investor_Presentation

Investor

Presentation

Summer 2016

NASDAQ: DRAM


Safe Harbor Statement

During the course of this presentation, we may make projections or other forward-looking statements regarding future events or the

future financial performance of the Company and the industry. We wish to caution you that such statements are predictions and that

actual events or results may differ materially.

We refer you to the documents we file on a consolidated basis from time to time with Securities and Exchange Commission, specifically

our most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause our actual results on

a consolidated basis to differ materially from those contained in our projections or forward-looking statements. These certain factors can

be found at http://corporate.dataram.com/company-info/investor-relations.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future

results, levels of activity, performance or achievements.

We are under no duty to update any of the forward-looking statements after the date of the presentation to conform these statements to

actual results.

NASDAQ: DRAM

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NASDAQ: DRAM

Overview

3


Company Overview

§ Leading independent manufacturer of memory products and provider of

highly specialized IT solutions

Founded in 1967

Publically traded

since 1969

NASDAQ: DRAM

§ Deep industry experience

• Memory designed for more than 50,000 systems

• Already established presence in the U.S. and expansions into Asia and

Europe

§ Offers one of most complete portfolios in the industry – products range from

energy-efficient DDR4 modules to legacy SDR offerings

§ Growth Strategy:

• Pursue organic and inorganic growth opportunities which include potential

acquisitions

• Announced intent to acquire US Gold Corp. to diversify Company’s business,

reduce costs and increase portfolio of assets across sectors (June 2016)

• Maintaining focus on B to B memory business – increased shipments more than

35% and international customer base y/y basis

• New leadership and improved corporate governance

• Unique competitive advantages in product offerings and services

NASDAQ: DRAM

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Trading Snapshot*

Stock Symbol:

NASDAQ: DRAM

Price (8/4/16): $1.54

Market Cap:

$5.7M

52-Week Range: $1.10 - $5.79

Avg. Daily Vol. (3 mo.):

379,764 shares

Common Shares outstanding: 3.7M

Public Float: 3.4M

State of Incorporation:

Nevada

* Reflects July 11, 2016 reverse split

NASDAQ: DRAM

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Strategic Focus on Core Business

In late 2014, under new leadership (CEO, CFO, Board of Directors), and with

investor support, Dataram engaged in a deep “restart”

§ Dataram was known as the “Gold standard” 3rd party memory provider from 1967 through 2008

§ Changed course in May 2008 with the exit of B2B memory business and entry into nonsynergistic

and non-core growth opportunities

§ Over last 14 months, Company re-aligned its mission and focus on pursuing its core business of

memory solutions/products of delivering value to customers through B2B memory solutions

• Increased shipments more than 35% y/y

• Expanded international footprint and customer base (India, China, Middle East)

§ Reduced annual “cash” losses from nearly $3.8M in FY15 to $0.4M in FY 2016 before non-cash

stock compensation and preferred dividends; projects revenues of $25 million+ in FY16

Deep “restart "stabilized the business, delivered more than $4.5M in net cash savings to date

NASDAQ: DRAM

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High Quality Products & System Compatibility

Dataram is fully committed to ensuring its products are of high quality and compatible for the

system in which they are placed

§ Memory manufactured / assembled, and tested in-house to ensure it meets Dataram criteria for:

• Quality

• Performance

• OEM / system compatibility

§ Processes documented, audited to ISO 9001 standards

§ Products are:

• Fully compliant with JEDEC specifications

• Offer limited lifetime warranty

• Most readily available – 95% ship same-day or one-day ARO

§ ISO 9001 (2008 Certified), CMTL Premier Participant,

JEDEC member

Certifications

& Memberships

Validating Our

Commitment to

Quality

NASDAQ: DRAM

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Competitive Advantages

Dataram’s memory products improve performance and extend the useful life

of end-user’s computing infrastructure

Our solutions support a wide variety of technologies, single and multi-platform environments

Competitive Advantages:

§ Superior design and engineering services (including configuration assistance)

§ Contract and flexible manufacturing to accommodate special customer needs including custom

solutions (design, label, test, pack/ship)

§ Direct technical & engineering assistance – direct and through partners

§ Financial incentive programs, buy-back, trade-in / trade-up, savings protection, cost analysis

programs to allow customers to optimize memory procurements and receive significant and

quantifiable cost savings while allowing to manage end-of-life transitions

§ Specialized software tools to assess memory needs and optimize memory deployment and

application performance

NASDAQ: DRAM

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What Makes Us Unique

We provide unique customer-focused Service & comprehensive support

We leverage deep experience to CONSULT with our customers, CUSTOMIZED

solutions and provide comprehensive CARE

Our People

§ Deep Industry Experience: Our average employee typically have 15+ years experience

§ Customer Centric Care: From pre-sales through post-sales support, our dedicated

global account team provides responsive, high-quality care independent of the

customer’s size

§ Consultative Approach: Our specialists leverage deep expertise to help customers

select the best overall solution for their environment as one size does not fit all

§ Customize: Our flexible business model allows us to quickly and cost-effectively tailor

(customize) solutions to support a customer’s particular needs

NASDAQ: DRAM

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What Makes Us Unique

Our Programs

§ Lifetime Warranty: Memory upgrades warranted to be free from material, workmanship

defects; conform to the manufacturer’s specifications for the system in which originally

installed

§ Critical Outage Reliability Insurance: “Peace of mind” provided through provision of on-site

spares, prepaid support, technical support, on-site service

§ 24/7 On-Site Spares Program: Replacements for immediate swap-out in event of memory

failure

§ Prepaid On-Site Service Support: Service provider performs memory related problem

determination, resolution using pre-purchased service hours

§ 24/7 Technical Support: Specialists work with the customer (and service providers, designated

persons) from inception to solution to fix problems

§ On-Site Service: Technical memory specialist dispatched to customer site in event of critical

outage requiring escalated attention

NASDAQ: DRAM

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Dataram’s Worldwide Customers

Dataram’s customers include an international footprint of distributors,

retailers, OEM, embedded, retailers, and end users across industries,

including 70 Fortune 100 companies

We provide solutions to customers around the globe in multiple industries including:

§ Energy Services / oil & gas

§ Financial services

§ Retail

§ Industrial Products and Manufacturing

§ Information services

§ Cloud / Data Center / Hosting

§ Telecommunications

NASDAQ: DRAM

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NASDAQ: DRAM

Today’ Environment

and What’s Next

12


Market Landscape

What’s Driving our Growth

§ According to MarketsandMarkets, non-volatile memory market is expected to reach $80.54

billion by 2022, at an estimated CAGR of 9.93% between 2016 and 2022

§ Statista reports that in 2010, revenue from DRAM sales worldwide amounted to $39.68 billion

Long-term demand

for memory products

will diversify as a

variety of customers

will demand different

memory solutions

Growing and Diversifying Memory Demand

DRAM Industry Bit Demand (B Gb EU)

NAND Industry Bit Demand (B Gb EU)

NASDAQ: DRAM

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Opportunities in the Memory Market

Dataram is actively addressing both immediate and longer term market challenges

Inventory

Immediate Challenges Longer Term Challenges Dataram Actions

§ Tier 1 supplier, manufacturing, distribution

channel inventory increasing (sluggish

demand)

§ Inventory level rebalancing to reflect market

demand / technology advancements

§ Strategic procurement / inventory

management

Capacity § Supply/capacity rebalance underway § Low supply growth

§ Managed / balanced capacity

§ Slowing technology migrations

§ Supplier consolidation continue

Pricing § Continuing price declines § Greater pricing predictability (relative)

§ Price declines continue, align with

technology cycle

§ Establish deeper Tier 1 supplier relationships

§ Focused investments

§ Acquisitions (M&A)

§ Custom pricing programs

§ Customer upgrade (“trade in / trade up”)

program to extend life of current technology

environment

Demand

§ Generally sluggish

§ Enterprise demand variable

§ Cloud, mobile and OEM segments more

consistent

§ Continues to evolve, diversify

§ Demand increases for:

• Differentiated products

• System solutions

• Diverse applications

§ More sophisticated customer

§ Expand existing product and services

portfolio

§ Broaden solutions to align with emerging

needs

§ Continue geographic and channel expansion

§ Acquisitions (M&A)

Dataram actions are “price of admission” … what’s next?

NASDAQ: DRAM

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Strategic Focus and Investments Drive Value Creation

Long-Term Customer and

Partner Relationships

§ Open, grow new market segments

(EMEA, APAC)

§ Optimize resources and share risks

(channel partners)

§ Move from tactical to strategic demand

management (strategic sales, increase

account penetration/grow share of

wallet)

Value-Added Solutions and

Technologies

§ Introduce complimentary solutions

(e.g., SSDs, USB Drives, Flash, NVDIMM)

to customers (underway)

§ Identify, pursue acquisitions to enable

growth in current (memory),

complimentary (support services)

segments (underway)

Operational Efficiency

§ Introduce custom solutions for

embedded memory applications

§ Continue product development (DDR4,

enterprise memory)

§ Improve quality programs

§ Evaluate near/offshore manufacturing

Expectations

(next 18+ months)

§ Top line revenue (grow to $50M+)

§ Improving margins

§ Diversified offerings

§ Increased capabilities

Dataram is focused on and committed to driving long-term shareholder returns

NASDAQ: DRAM

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NASDAQ: DRAM

Acquisitions

16


Dataram’s Growth, Diversification by Acquisition

§ In June 2016, Dataram announced intent to acquire

US Gold Corp. ("USGC")

§ USGC is a U.S. focused gold exploration and

development company advancing two high potential

projects in mining friendly Nevada and Wyoming.

§ Intent is to diversify Company’s business, reduce

costs, and increase portfolio of assets across sectors

§ Dataram believes acquisition is economically viable

NASDAQ: DRAM

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Why US Gold?

General:

§ Of numerous opportunities reviewed by Dataram over last 18 months, USGC has greatest probability of closure

§ No cash required to close - all equity transaction

§ Accretive to Dataram shareholders

Benefits to Dataram

§ Diversifies business model, provides multi-sector exposure, mitigates risks

§ Strengthens balance sheet and working capital (US Gold has no debt, cash minimum at close of $4M)

§ Shares costs, improves memory business margins - public company (NASDAQ) costs shared 85% to US Gold

business, 15% to memory business), reduces duplicate shared services costs

§ “Turn key” – US Gold has seasoned management team in place to execute

§ Non-dilutive to existing shareholders due to date of record consideration

Benefits to US Gold

§ Accelerated access to public markets (versus IPO)

NASDAQ: DRAM 18


U.S. Gold Corp Overview

Junior gold mining operation in natural resource sector with two

high potential projects and seasoned team to execute

Copper King Project - WY

§ Advanced Exploration and Development

property

§ Mining friendly location in the Silver Crown

Mining District of southeast Wyoming

§ NI 43-101 Technical Report and Preliminary

Economic Assessment (PEA) prepared by Mine

Development Associates in 2012 shows the

following resources:

• Gold (Au): 926,000 ounces measured and indicated,

174,000 ounces inferred

• Copper (Cu): 223,00,000 lbs measured and indicated,

62,530,000 lbs inferred

• $159.5 million Net Present Value (NPV) at $1,100/oz Au and

$3.00/lb Cu

Keystone Project - NV

§ District-scale opportunity with multiple and

major gold deposit discovery characteristics

§ North Central NV located property next to some

of the biggest mines in North America

§ Located on the prolific Cortez Gold Trend, one

of the world’s most highly-prospective mineral

trends

• 10 miles south of Barrick’s Cortez Hills Mine Complex

§ Identified by Nevada exploration Geologist Dave

Mathewson, a founder of Gold Standard

Ventures who helped discover its Railroad

project

NASDAQ: DRAM

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Copper King Project Overview

§ Copper King is a development stage gold and copper project

located in southeast Wyoming, 20 miles west of Cheyenne

§ U.S. Gold Corp owns 100% of the Copper King Project, which

has a completed NI 43-101 Technical Report showing Measured,

Indicated, and Inferred Resources of 1,100,000 oz Au and

285,530,000 lbs Cu

§ Extensive historical exploration of the Copper King Project.

• Since 1938, at least nine historic drilling campaigns by seven

companies plus the U.S. Bureau of Mines have been conducted

• Drilling by five different operators since 1970 confirms

mineralization

§ Copper King’s deposit is open in several directions, signifying

additional exploration upside to its current gold resource

§ Copper King project is located entirely on state land, making

for an easier permitting process to put the project into

production

NASDAQ: DRAM

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Copper King Project Highlights

§ U.S. Gold Corp has assembled the team to continue expanding

upon Copper King’s current 1.1m+ ounce gold equivalent resource

while advancing the project into production

§ Catalysts along the path to production that could lead to a

valuation re-rating include:

• Updating the completed PEA to reflect current business economics (e.g.,

lower cost inputs, higher gold prices)

• Continuing exploration and delineation of the resource

• Advancing the project through a Bankable Feasibility Study

• Enacting a permitting strategy with the state of Wyoming

§ U.S. Gold Corp plans to:

• Continue exploration, deposit delineation, resource expansion,

environmental studies, metallurgical test work, and mine plan

development

• Invest the time, effort, and expense necessary to develop effective

community and government relations programs to minimize any future

social challenges

NASDAQ: DRAM

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Keystone Project Overview

§ For the first time in the history of the Keystone District, the

mineral rights are 100% controlled by a single owner under U.S.

Gold Corp

§ The project is a very under-explored, Tertiary (34.1+/-0.7 Ma),

complex intrusive-centered, domed, permissive carbonates,

lower-plate window in heart of Nevada gold country

§ Strong, widespread gold and pathfinder geochemistry,

especially arsenic and zinc, in soil and rock samples indicate a

very large potential epithermal gold system is present

§ High grade and thick intercepts of gold have been

encountered in historical drilling

§ Modern-day, systematic, model-driven exploration has never

been conducted on the property

§ District-wide, 1100 station, detailed gravity survey recently

completed

NASDAQ: DRAM

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Keystone Project Highlights

Prime Nevada Location In The Heart Of The Famed Cortez Gold Trend

§ Keystone Gold District is located in heart of Nevada gold country

with numerous > 20 million ounce gold deposits

• Nevada hosts some of the world’s most prolific gold mining belts and

remains the cornerstone to Barrick and Newmont’s gold production

§ Keystone is positioned on the prolific Cortez gold trend, one of the

world’s leading gold producing regions

• Over the past 50 years, the Cortez and Carlin trends in Nevada have

produced more than 245 million ounces of gold

§ Keystone Gold District has strong potential

• “The best exploration project I have seen in my career… reminds me of

the Railroad project on steroids” – Dave Mathewson

NASDAQ: DRAM

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US Gold’s Seasoned Management Team

§ Ed Karr – President & CEO

• Edward Karr is the founder of RAMPartners SA, an investment management and investment banking firm based in Geneva. Mr. Karr was a Founder and

currently serves on the Board of Directors of Pershing Gold Corp. In 2004, Futures Magazine named Mr. Karr as one of the world’s Top Traders. He is a past

contributor to CNBC and has been quoted in numerous financial publications. Mr. Karr worked for Prudential Securities in the United States and has been in

the financial services industry for over twenty years.

§ Tim Janke - Advisor

• Tim Janke is a seasoned mining professional with nearly four decades experience in mining engineering and operations and a proven track record in leading

teams to succeed in mine startups. He was formerly COO for AuEx Ventures, Inc. where he was responsible for operations planning and development of the

Long Canyon Project. His extensive Nevada operational experience includes holding the position of General Manager at the Marigold, Florida Canyon, Ruby

Hill, and Pinson mines as well as Special Projects Engineer at the Round Mountain Mine.

§ David Rector – Chief Operating Officer (COO)

• Since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing

companies in a variety of industries. From November 2012 through January 2014, Mr. Rector served as the CEO and President of Valor Gold. From February

2012 through January 2013, Mr. Rector served as the VP Finance & Administration of Pershing Gold Corp.

§ Dave Mathewson – Vice President and Head of Exploration

• Dave Mathewson is a geologist-explorer with 35 years of exploration experience in Nevada alone

Notable discoveries made by Mathewson while Head of Newmont Nevada’s Exploration team from 1989 through 2001 include:

• Tess

• Northwest Rain

• Saddle and South Emigrant in the Rain mining district

• From 1999-2001, Mathewson-led team made important deposit extension discoveries at Newmont’s Gold Quarry and Mike deposits.

• Most recently Mathewson’s team work at Gold Standard Ventures (GSV) led to the consolidation of the Railroad-Pinion district and the North Bullion & Bald

Mountain discoveries.

NASDAQ: DRAM 24


U.S. Gold Corp Project Comparables

Flagship Projects

Issuer

Ticker

Flagship

Project

PEA

Location

MI&I

Resource

(Gold Oz)

Grade

Oz/ton

P&P

Resource

(Gold Oz)

Producing Cash Debt

Fully

Diluted

Market Cap

Corvus Gold Inc

KOR

Madsen

Project

Yes Nevada 1,759,890 0.01 0 No $6 million


NASDAQ: DRAM

Financial Insights

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Shareholder Value Creation

Invest in business growth

§ Long-term customer and partner relationships

§ Value-added solutions and technologies

§ Operational efficiency

• Growth by acquisition – creating additional value for shareholders

Invest in financial performance

§ Improve financials to enable flexibility for operational/strategic

initiatives

§ Capital table improvements

• Preferred Series B designation; exchange agreements (January 2016)

§ Balance sheet improvements

• Institutional bridge note exchange (January 2016)

Establish and manage capital policies and financial targets

§ Target capital structure (minimum cash target, leverage target)

§ Return on invested capital (ROIC) policy with annual reviews

§ Dilution management (stock issuance, convertible instruments)

NASDAQ: DRAM

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Recent Improvements Have Increased Financial Stability

and Flexibility

Recent efforts have resulted in improvements in quick ratio, current ratio, net income (before equity

compensation), and free cash flow (FCF) with minimal revenue changes

2.0

1.5

1.0

0.5

0.9

1.7

0.8

Quick and Current Ratios

Quick Ratio Current Ratio

1.4

1.2 1.2

1.0 1.1

0.7

1.6

$ in millions

$40

$30

$20

$10

$36.1

$27.6

Revenues

$30.4

$28.3

$25.2

0.0

FY13 FY14 FY15 1H16 YE FY16

Note: YEFY16 reflects elimination of $674k in short term debt in January 16’.

$0

FY12 FY13 FY2014 FY2015 FY2016

Note: 1HFY16 had revenues of $13.4M

$ in millions

$0

-$2

-$4

-$6

-$8

Free Cash Flow (% of Sales)

-$2.7 (-9%)

-$3.5 (-13%)

-$3.0 (-11%)

-$0.3 (1%)

$ in millions

$0

-$1

-$2

-$3

-$4

-$2.8

Net Income (before stock based compensation)

-$2.6

-$3.1

-$0.5

-$10

-$9.0 (-25%)

FY12 FY13 FY2014 FY2015 FY2016

Note: 1HFY16 had free cash flow of $355k (2.6% revenue)

-$5

-$4.4

FY12 FY13 FY2014 FY2015 FY2016

Note: 1HFY16 had $175k in net income before accounting for stock based compensation expenses

NASDAQ: DRAM

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Capital Structure (As of August 4, 2016)

Dilution

Common Share

Diluted

Conversion/

Exercise Price

Common Shares

Common Outstanding 3,702,532

Preferred Shares

Preferred "B" Shares 344,480 $1.83

Preferred “D" Shares 369,853 $1.83

Debt - Convertible

Convertible Debt 10,098 $8.82

Options & Warrants

Warrants attached - restricted common, Feb 15' 88,667 $7.50

Stock options July 08' 2,778 $46.80

Warrants attached convertible debt July 14' 15,000 $8.82

Warrants attached convertible debt July 14' 15,000 $9.00

Warrants attached convertible debt July 14' 15,000 $10.50

Total Common and Common Equivalents* 4,563,408

* Reflects July 11, 2016 reverse split

NASDAQ: DRAM

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Financial Highlights

§ Enabled financial and operational discipline to establish

foundation for long-term shareholder returns

§ Improved operating cash flows, critical financial metrics

§ Strengthened balance sheet to support

operational/strategic initiatives

§ Secured stockholder approval to raise additional capital

(up to $10M) for strategic initiatives

§ Revenues for FY16 $25 million

§ Pending acquisition of US Gold Corp. intended to diversify

Company’s business, reduce cost base and increase

portfolio of assets across sectors

NASDAQ: DRAM

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World Class Management

David A. Moylan, President & CEO, Chairman

§ Industry veteran with success in turnaround companies, built

a digital agency that delivered on-line marketing solutions to

more than 13k customers and generated more than $40

million in annual revenue

§ Served as Partner, Yenni Capital, Inc., a private equity firm

from 2013 through 2015

§ Managing Director, Corporate Executive Board ("CEB"), the

world’s leading member-based advisory company

§ President &CEO of Toolbox.com

§ VP and Division COO for the Global Client Development

Division at LexisNexis

§ CEO of BK Global Ltd

§ Former U.S. Army officer who served with the 101st Airborne

Division (Air Assault)

§ University of Vermont and MSIA (MBA) from Carnegie Mellon’s

business school

Anthony M. Lougee, CFO & Corporate Secretary

§ Accomplished senior financial executive with significant experience

working in accounting, finance, compliance, and management roles

§ With over 20+ years at Dataram

§ General Accounting Manager at Dialight Corporation

§ Accountant at Philips Electronics

§ BS and MBA from Monmouth University

Edward Karr, Board of Directors

§ International entrepreneur with over 25 years of business experience

in Europe, North America, the Middle East, Africa and Asia

§ Helped raise more than $500 million for small cap companies in

industries including natural resources, high technology, health care

and clean energy

§ Founder of RAMPartners SA – an investment management and

investment banking firm

§ Co-founder of two Swiss asset management

§ Managed a private Swiss asset management, investment banking and

trading firm

§ Named as one of the world’s Top Traders by Futures Magazine in 2004

NASDAQ: DRAM

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NASDAQ: DRAM

Summary

32


Why Invest in Dataram?

§ Strategic focus on core business and revenue generation in memory

products and highly specialized IT solutions for B2B

§ Actively pursuing new markets globally, expanding on customer and partner

relationships which consist of an already established clientele of Fortune

100 companies

§ Proprietary memory solutions and unique services catered to companies of

all sizes and life cycles

§ Within last 14 months, Company has already proven ability to enable topline

growth and will continue pursuing organic growth and growth by

acquisitions

§ Pursuing high-value opportunities with compelling value propositions while

making and managing risk/reward tradeoffs

§ Recently announced intent to Acquire US Gold Corp. (natural resources

sector) to diversify Company’s business, reduce cost base and increase

portfolio of assets

NASDAQ: DRAM

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NASDAQ: DRAM

THANK

YOU!

Investor Relations

IRTH COMMUNICATIONS

Robert Haag, Managing Director

Tel (866) 976-4784

dram@irthcommunications.com

DATARAM Corporation

777 Alexander Road, Suite 100

Princeton, NJ 08540

Tel (609) 799-0071

www.dataram.com

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