Goliath Clarifies News Release Issued This Morning
Goliath Resources (OTCQB: GOTRF) has reported significant findings from their Golddigger Property's Surebet Discovery in British Columbia's Golden Triangle. The company's drill hole GD-25-302 has intersected 6 occurrences of visible gold within a 96.50-meter mineralized interval, similar to their highest-grade gold interval to date.
The hole extends the high-grade gold mineralization footprint of the Bonanza Zone eastward and is part of the company's expanded 60,000-meter drilling campaign for 2025 (increased from 40,000 meters). The program aims to test the Motherlode magmatic source, explore 13 untested Eocene-aged dykes, and expand known mineralized veins.
Notable previous results include drill hole GD-24-260, which assayed 34.52 g/t AuEq over 39.00 meters. The Surebet Discovery covers a 1.8 km² area with 94% of 2024's drill holes containing visible gold.
Goliath Resources (OTCQB: GOTRF) ha comunicato risultati significativi dalla scoperta Surebet nella proprietà Golddigger, situata nel Golden Triangle della British Columbia. Il foro di sondaggio GD-25-302 ha intercettato 6 episodi di oro visibile all'interno di un intervallo mineralizzato di 96,50 metri, simile al loro intervallo di oro a più alta concentrazione finora registrato.
Il foro estende verso est l'area di mineralizzazione aurifera ad alta concentrazione della Bonanza Zone ed è parte della campagna di perforazione ampliata a 60.000 metri prevista per il 2025 (incrementata rispetto ai 40.000 metri iniziali). Il programma mira a testare la fonte magmatica Motherlode, esplorare 13 diaclasi dell'Eocene ancora inesplorate ed espandere le vene mineralizzate conosciute.
Risultati degni di nota includono il foro GD-24-260, che ha restituito un valore di 34,52 g/t AuEq su 39,00 metri. La scoperta Surebet copre un'area di 1,8 km² con il 94% dei fori di sondaggio del 2024 che contengono oro visibile.
Goliath Resources (OTCQB: GOTRF) ha reportado hallazgos significativos en el descubrimiento Surebet de su propiedad Golddigger, ubicada en el Golden Triangle de Columbia Británica. El pozo de perforación GD-25-302 ha interceptado 6 ocurrencias de oro visible dentro de un intervalo mineralizado de 96,50 metros, similar a su intervalo de oro de mayor ley hasta la fecha.
El pozo extiende hacia el este la huella de mineralización de oro de alta ley de la Zona Bonanza y forma parte de la campaña de perforación ampliada a 60,000 metros para 2025 (incrementada desde 40,000 metros). El programa busca probar la fuente magmática Motherlode, explorar 13 diques no probados de edad eocena y ampliar las vetas mineralizadas conocidas.
Resultados notables anteriores incluyen el pozo GD-24-260, que analizó 34,52 g/t AuEq sobre 39,00 metros. El descubrimiento Surebet cubre un área de 1,8 km² con un 94% de los pozos perforados en 2024 que contienen oro visible.
골리ì•� 리소시스 (OTCQB: GOTRF)µç� 브리티시컬럼비아 ê³¨ë“ íŠ¸ë¼ì´ì•µê¸€ì—� 위치í•� 골디ê±� ë¶€ë™ì‚°ì� Surebet 발견ì—서 중요í•� 성과ë¥� ë³´ê³ í–ˆìŠµë‹ˆë‹¤. 회사ì� 시추ê³� GD-25-302µç� 96.50미터 광물í™� 구간 ë‚´ì—ì„� 6ê°œì˜ ìœ¡ì•ˆ ê¸� 광물ì� êµì°¨í–ˆìœ¼ë©�, ì´µç” ì§€ê¸ˆê¹Œì§€ ê°€ìž� ë†’ì€ ë“±ê¸‰ì� ê¸� 구간ê³� ìœ ì‚¬í•©ë‹ˆë‹�.
ì� ì‹œì¶”ê³µì€ ë³´ë‚œìž� ì¡´ì˜ ê³ ë“±ê¸� ê¸� ê´‘í™” ë°œìžêµì„ ë™ìª½ìœ¼ë¡œ 확장하며, 2025ë…„ì„ ìœ„í•œ 회사ì� 확장ë� 60,000미터 시추 ìº íŽ˜ì�ì� ì¼ë¶€ìž…니ë‹�(기존 40,000미터ì—서 ì¦ê°€). ì� í”„ë¡œê·¸ëž¨ì€ ë§ˆë”로드 마그ë§� ì›ì²œì� ì‹œí—˜í•˜ê³ , 13ê°œì˜ ë¯¸íƒì‚� ì—오센기 다ì´í¬ë¥¼ íƒì‚¬í•˜ë©°, ì•Œë ¤ì§� 광물í™� ì •ë§¥ì� 확장하µç” ê²ƒì„ ëª©í‘œë¡� 합니ë‹�.
주목í•� 만한 ì´ì „ 결과로µç” 시추ê³� GD-24-260ì� 있으ë©�, 39.00미터 구간ì—서 34.52 g/t AuEqì� ë¶„ì„ê°’ì„ ê¸°ë¡í–ˆìŠµë‹ˆë‹¤. Surebet 발견 ì§€ì—ì€ 1.8 km²ì—� ê±¸ì³ ìžˆìœ¼ë©�, 2024ë…� ì‹œì¶”ê³µì˜ 94%ì—서 육안 ê¸ˆì´ í™•ì¸ë˜ì—ˆìŠµë‹ˆë‹�.
Goliath Resources (OTCQB : GOTRF) a annoncé des résultats significatifs issus de la découverte Surebet sur la propriété Golddigger, située dans le Golden Triangle de la Colombie-Britannique. Le forage GD-25-302 a intercepté 6 occurrences d'or visible dans un intervalle minéralisé de 96,50 mètres, similaire à leur intervalle aurifère de plus haute teneur à ce jour.
Ce forage étend vers l'est l'empreinte de la minéralisation aurifère à haute teneur de la zone Bonanza et fait partie de la campagne de forage élargie à 60 000 mètres prévue pour 2025 (augmentée par rapport à 40 000 mètres). Le programme vise à tester la source magmatique Motherlode, explorer 13 dykes d'âge éocène non testés et étendre les veines minéralisées connues.
Parmi les résultats notables précédents figure le forage GD-24-260, qui a donné un taux de 34,52 g/t AuEq sur 39,00 mètres. La découverte Surebet couvre une zone de 1,8 km² avec 94 % des forages réalisés en 2024 contenant de l'or visible.
Goliath Resources (OTCQB: GOTRF) hat bedeutende Ergebnisse von ihrer Surebet-Entdeckung auf dem Golddigger-Grundstück im Golden Triangle von British Columbia gemeldet. Das Bohrloch GD-25-302 durchteufte 6 Vorkommen von sichtbarem Gold innerhalb eines 96,50 Meter mineralisierten Intervalls, ähnlich dem bisher hochgradigsten Goldintervall.
Das Bohrloch erweitert den hochgradigen Goldmineralisierungsausläufer der Bonanza-Zone nach Osten und ist Teil der erweiterten 60.000-Meter-Bohrkampagne des Unternehmens für 2025 (erhöht von 40.000 Metern). Das Programm zielt darauf ab, die magmatische Mutterlode-Quelle zu testen, 13 ungetestete Eozän-Dyke zu erkunden und bekannte mineralisierte Adern auszudehnen.
Bemerkenswerte frühere Ergebnisse umfassen das Bohrloch GD-24-260, das 34,52 g/t AuEq über 39,00 Meter ergab. Die Surebet-Entdeckung erstreckt sich über eine Fläche von 1,8 km², wobei 94 % der Bohrlöcher 2024 sichtbares Gold enthalten.
- Multiple occurrences (6) of visible gold discovered in new drill hole GD-25-302
- Significant expansion of high-grade gold mineralization footprint in Bonanza Zone
- Increased 2025 drilling program from 40,000 to 60,000 meters
- 94% of 2024 drill holes contained visible gold
- Excellent gold recovery rate of 92.2% with 48.8% free gold, requiring no cyanide
- Strategic location on tidewater with access to infrastructure
- Assays still pending for new drill hole GD-25-302
- Full extent of mineralization remains undefined and open in all directions
This clarification news release is at the request of CIRO
- Drill hole GD-25-302 intersected 6 occurrences of gold visible to the naked eye from a 96.50 meter mineralized interval from 89.50 meters to 186.00 meters within sulphide rich calc-silicate veins in altered andesite with high density veining. This hole is still in progress and is the first deep hole drilled on Surebet designed to go to a depth of 1,000 meters to test the area believed to have strong potential to contain the Motherlode magmatic source responsible for the 1.8 km2 area of high-grade gold mineralization that remains wide open at the Surebet Discovery; assays are pending for drill hole GD-25-302.
- Accompanying infographics are available at:
- Accompanying infographics are available at:
- GD-25-302 is a 420 meter step out to the east and strikingly similar to drill hole GD-24-260, the highest grade gold interval drilled on Surebet to date. It assayed 34.52 g/t AuEq or 1.11 oz/T AuEq (34.47 g/t Au and 3.96 g/t Ag) over 39.00 meters including 132.93 g/t AuEq or 4.27 oz/T AuEq (132.78 g/t Au and 12.98 g/t Ag) over 10.00 meters, and 166.04 g/t AuEq or 5.34 oz/T AuEq (165.84 g/t Au and 16.07 g/t Ag) over 8.00 meters within an interval composed of altered andesite with substantial quartz-sulphide veining confirming widespread high-grade gold mineralization (see news release dated January 13, 2025) at Surebet that remains open.
- An accompanying infographic is available at:Ìý
- The newly discovered interval rich in gold visible to the naked eye in hole GD-25-302 extends the footprint of high-grade gold mineralization of the Bonanza Zone to the east significantly. Expansion drilling on the Bonanza Zone is a major component of the 2025 drill campaign.
- An accompanying infographic is available at:ÌýÌý
- Recently released results from the re-logging of holes drilled between 2021 � 2024 include a new interval from drill hole GD-22-64 that contained gold visible to the naked eye and assayed 6.31 g/t AuEq over 14.35 meters including 11.36 g/t AuEq over 7.85 meters (see news release dated June 23, 2025). Comprised of a Reduced Intrusion Related Gold (RIRG) dyke believed to be directly related to the Motherlode magmatic source. There are 7 additional drill holes with multiple intervals containing visible gold associated with RIRG dykes, calc-silicate altered breccias and known shears and veins for which assays are pending.
- The 2025 planned campaign consists of 60,000 meters (recently increased from 40,000 meters) of systematic drilling with 9 drill rigs. Designed to outline in detail the full geometry and extent of the Surebet discovery laterally and to depth.
100% of the drilling will be focused on the Surebet Discovery, where the Company has designed a detailed drill plan that will consist of:- Testing for the Motherlode Magmatic intrusive gold source;
- Testing an additional 13 Eocene-aged dykes observed on the surface that have never been drill tested for RIRG mineralization;
- Infill drilling with the goal of increasing pierce points density in all known stacked veins with a particular focus on the highest-grade areas from the Bonanza Zone and Surebet Zone intersection domain;
- Testing zones where the RIRG dykes and gently dipping veins crosscut which are being called Goldilocks zones as they are key locations where there are two styles of gold mineralization enriching the zones; and
- Expanding the known mineralized veins laterally and to depth where they currently remain open.
TORONTO, July 02, 2025 (GLOBE NEWSWIRE) -- Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) (the “C´Ç³¾±è²¹²Ô²ââ€� or “G´Ç±ô¾±²¹³Ù³óâ€�) is pleased to report several occurrences of visible gold to the naked eye (6 occurrences) within a 96.50 meter mineralized interval of sulphide rich calc-silicate veins in altered andesite unit with high density veining in drill hole GD-25-302 (assays pending) from the Bonanza Zone at its
Mr. Roger Rosmus, Founder & CEO of Goliath states: "Multiple occurrences of visible gold observed with the naked eye in GD-25-302 represents an exciting development at Surebet, demonstrating the continued expansion of our high-grade gold system and providing strong indications of its robust nature and remains wide open in all directions. The striking similarity to our highest-grade gold interval to date, combined with the new understanding of the gold-rich RIRG dykes, reinforces our confidence in the Motherlode magmatic source concept. Our significantly upsized and fully funded 2025 drill program is strategically designed to further unlock the growing potential of our high-grade gold discovery. Considering the 300 plus holes we have drilled, it is remarkable that we are still expanding the gold system and have found high-grade gold mineralization in three distinct rock packages. Although we are still making new gold discoveries and our theory of the gold system is evolving, it is becoming clear that the source of the gold mineralization has to be coming from a large and powerful source.�
The visual characteristics of GD-25-302 are strikingly similar to those of GD-24-260, located 420 meters to the east, which delivered the highest-grade gold interval on Surebet to date. GD-24-260 assayed 34.52 g/t AuEq or 1.11 oz/T AuEq (34.47 g/t Au and 3.96 g/t Ag) over 39.00 meters including 132.93 g/t AuEq or 4.27 oz/T AuEq (132.78 g/t Au and 12.98 g/t Ag) over 10.00 meters, and 166.04 g/t AuEq or 5.34 oz/T AuEq (165.84 g/t Au and 16.07 g/t Ag) over 8.00 meters (see news release dated January 13, 2025). This prior high-grade intersection was also within an altered andesite with substantial quartz-sulphide veining, confirming widespread high-grade gold mineralization at Surebet. The new visible gold in GD-25-302 significantly extends the footprint of the high-grade gold mineralization within the Bonanza Zone to the east, which remains wide open. Expanding the Bonanza Zone is a major focus of the 2025 drill campaign.
Recent re-logging of core from holes drilled between 2021 and 2024 has provided a previously unrecognized interval in drill hole GD-22-64, consisting of (RIRG) dyke containing visible gold to the naked eye. This dyke is believed to be directly related to the Motherlode magmatic source which assayed 6.31 g/t AuEq over 14.35 meters, including 11.36 g/t AuEq over 7.85 meters (see news release dated June 23, 2025). Additionally, re-logging identified visible gold to the naked eye in seven other drill holes within multiple intervals, consistently associated with RIRG dykes, calc-silicate altered breccias, and known shears and veins, with assays for these sections pending. Based on these compelling results, Goliath has significantly increased its 2025 planned drill campaign from 40,000 meters to 60,000 meters. The 2025 planned drill campaign is designed to be a systematic approach, focused entirely on Surebet to outline in detail the full geometry and extent of this discovery both laterally and to depth. The comprehensive drill plan will consist of testing for the Motherlode magmatic source of high-grade gold mineralization that could significantly change the overall size and potential resource; evaluating an additional 13 potential Eocene-aged dykes observed on surface that have yet to be drill tested for RIRG mineralization; executing infill drilling with the goal of significantly increasing pierce point density in all known stacked veins, with a particular focus on the highest-grade areas from the Bonanza Zone and Surebet Zone intersection domains; testing zones where the RIRG dykes and gently dipping veins cross cut which are being called Goldilocks zones as they are key locations where there are two styles of gold mineralization enriching the zones; and expanding the known mineralized veins laterally and to depth, where they currently remain open, offering substantial exploration upside.
Surebet Discovery Highlights
- 60 out of 64 holes (or
94% ) drilled in 2024 contained gold visible to the naked eye up to 11.5 mm (7/16 inches) in size, all of which assayed for high-grade gold. - The best hole drilled to date is GD-24-260 previously reported from the Bonanza Zone assayed 34.52 g/t AuEq (34.47 Au and 3.96 Ag) over 39.00 meters, including 132.93 g/t AuEq (132.78 Au and 12.98 Ag) over 10.00 meters, and 166.04 g/t AuEq (165.84 Au and 16.07 Ag) over 8.00 meters (see news release dated January 13, 2025).
- Multiple new gold-mineralized shear zones and dykes have been identified every year on the Surebet discovery continuously increasing the potential tonnage of the mineralized Surebet system that remains wide open. A total of 12 vertically stacked gold-mineralized veins (shear zones) extending vertically for 1.2 kilometers as well as 4 gold-mineralized dykes that are up to 25 meters wide and exposed along strike at surface for up to 1,500 meters have been discovered and modelled to date (see news release dated June 23, 2025).
- The footprint of the mineralization discovered to date at Surebet is 1.8 km2, the equivalent in size to >336 NFL football fields, and remains open in all directions.
- Thanks to the mountainous topography, mineralization in the veins is exposed on surface for 2.1 km of strike (1.0 km on the south slope and 1.1 km on the north slope) with a vertical relief of 700 meters.
- A detailed study recently completed by the Colorado School of Mines confirms a new interpretation of the ore forming process of high-grade gold mineralization at Surebet and outlines a common causative Reduced Intrusion Related Gold source with tremendous untapped discovery potential to increase economical tonnage in the Eocene aged intrusive rocks never documented before.
- Goliath has drilled a total of 92,000 meters to date with over 400 pierce points on the Golddigger property between 2021 and 2024, which culminated in the updated geologic model used for this year’s drill planning.
- The Surebet Discovery has predictable continuity and very good metallurgy with gold recoveries of
92.2% from gravity and flotation at a 327-micrometer crush including48.8% free gold (no cyanide required to recover the gold). The metallurgy completed to date shows a benign rock composition without deleterious elements such as mercury or arsenic (see news release March 1, 2023). - Based on positive grassroots exploration and drill results in recent years, Goliath significantly increased its land package from 66,608 hectares to 91,518 hectares (226,146 acres) and now controls 56 kilometers of key terrain of the Red Line geologic trend providing for additional upside discovery potential.
- The Golddigger Property is located on tidewater with barge route to Prince Rupert (190 km south) and close to infrastructure including the town of Kitsault adjacent to a permitted mine site on private property.
About Golddigger Property
The Golddigger Property is
The Surebet discovery has predictable continuity and excellent metallurgy with gold recoveries from gravity and flotation at a 327-micrometer crush of
The Property is in an excellent location in close proximity to the communities of Alice Arm and Kitsault where there is a permitted mill site on private property. It is situated on tide water with direct barge access to Prince Rupert (190 kilometers via the Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometers from Terrace, 300 kilometers from Prince Rupert) and has a barge landing, dock, and infrastructure capable of housing at least 300 people, including high-tension power.
Additional infrastructure in the area includes the Dolly Varden Silver Mine Road (only 7 kilometers to the East of the Surebet discovery) with direct road access to Alice Arm barge landing (18 kilometers to the south of the Surebet discovery) and high-tension power (25 kilometers to the east of Surebet discovery). The city of Terrace (population 16,000) provides access to railway, major highways, and airport with supplies (food, fuel, lumber, etc.), while the town of Prince Rupert (population 12,000) is located on the west coast and houses an international container seaport also with direct access to railway and an airport.
About CASERM (Center to Advance the Science of Exploration to Reclamation in Mining)
Goliath Resources is a paying member and active supporter of the Center to Advance the Science of Exploration to Reclamation in Mining (CASERM), which is one of the world’s largest research centers in the mining sector. CASERM is a collaborative research venture between Colorado School of Mines and Virginia Tech that is supported by a consortium of mining and exploration companies, analytical instrumentation and software companies, and federal agencies aiming to transform the way geoscience data is acquired and used across the mining value chain. The center forms part of the I-UCRC program of the National Science Foundation. Research focuses on the integration of diverse geoscience data to improve decision making across the mine life cycle, beginning with the exploration for subsurface resources continuing through mine operation as well as closure and environmental remediation. Over the past three years, Goliath Resources� has held a membership in CASERM.
Qualified Person
Rein Turna P. Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource Limited projects, and supervised the preparation of, and has reviewed and approved, the technical information in this release. Mr. Turna is an Independent Director of the Company.
About Goliath Resources Limited
Goliath Resources is an explorer of precious metals projects in the Golden Triangle of northwestern British Columbia. All of its projects are in high quality geological settings and geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath’s key strategic cornerstone shareholders include Crescat Capital, McEwen Mining Inc., Waratah Capital, Mr. Rob McEwen, a Global Commodity Group based in Singapore, Mr. Eric Sprott and Mr. Larry Childress.
For more information please contact:
Goliath Resources Limited
Mr. Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
Disclaimer
The reader is cautioned that grab samples are spot samples which are typically, but not exclusively, constrained to mineralization. Grab samples are selective in nature and collected to determine the presence or absence of mineralization and are not intended to be representative of the material sampled.
Oriented HQ-diameter or NQ-diameter diamond drill core from the drill campaign is placed in core boxes by the drill crew contracted by the Company. Core boxes are transported by helicopter to the staging area and then transported by truck to the core shack. The core is then re-orientated, meterage blocks are checked, meter marks are labelled, Recovery and RQD measurements taken, and primary bedding and secondary structural features including veins, dykes, cleavage, and shears are noted and measured. The core is then described and transcribed in MX DepositTM. Drill holes were planned using Leapfrog GeoTM and QGISTM software and data from the 2017-2024 exploration campaigns. Drill core containing quartz breccia, stockwork, veining and/or sulphide(s), or notable alteration is sampled in lengths of 0.5 to 1.5 meters. Core samples are cut lengthwise in half: one-half remains in the box and the other half is inserted in a clean plastic bag with a sample tag. The bagged samples are then weighed and secured with a zip tie. Certified reference materials (CRMs), blanks and duplicates are added in the sample stream at a rate of
Grab, channels, chip and talus samples were collected by foot with helicopter assistance. Prospective areas included, but were not limited to, proximity to MINFile locations, placer creek occurrences, regional soil anomalies, and potential gossans based on high-resolution satellite imagery. The rock grab and chip samples were extracted using a rock hammer, or hammer and chisel to expose fresh surfaces and to liberate a sample of anywhere between 0.5 to 5.0 kilograms. All sample sites were flagged with biodegradable flagging tape and marked with the sample number. All sample sites were recorded using hand-held GPS units (accuracy 3-10 meters) and sample ID, easting, northing, elevation, type of sample (outcrop, subcrop, float, talus, chip, grab, etc.) and a description of the rock were recorded on all-weather paper. Samples are then inserted in a clean plastic bag with a sample tag for transport and shipping to the geochemistry lab. QA/QC samples including blanks, certified reference materials, and duplicate samples are inserted regularly into the sample sequence at a rate of
All samples are transported in rice bags sealed with numbered security tags. The rice bags are transported from the core shacks to the MSALABS facilities in Terrace, BC. MSALABS is certified with both AC89-IAS and ISO/IEC Standard 17025:2017. The core samples undergo preparation via drying, crushing to ~
Widths are reported in drill core lengths and the true widths are estimated to be 80
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the OTCQB Venture Market accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Goliath’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the ability of the Company to complete financings and its ability to build value for its shareholders as it develops its mining properties. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Goliath. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur, or that if the proposed transactions do occur, will be completed on the terms described above.
The forward-looking information contained in this release is made as of the date hereof and Goliath is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This announcement does not constitute an offer, invitation, or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment.Ìý In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act�), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
