MUX McEwen Mining Inc

Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) (the “Company” or “Goliath”) is pleased to report updated modelling confirms the large gold rich stacked layered system of 1.2 kilometres over an area of 1.8 square kilometres is directly associated to a Motherlode Reduced Intrusive Gold System (RIRG) source with multiple gold rich feeder dykes at Surebet on its 100% controlled Golddigger Property (the “Property”), Golden Triangle, B.C. Previously reported feeder dyke holes assayed up to 12 g/t AuEq (11.84 g/t Au and 15.61 g/t Ag) over 10 meters and remains open for expansion. These RIRG feeder dykes are up to 25 meters wide and exposed at surface along strike for up to 1,500 meters and remain open. The geochronology age between the dykes (52.0 ± 1.5 Ma) and sedimentary/volcanic rock hosted stacked veins (50.7 ± 1.0 Ma) indicates the dykes were emplaced at a time indistinguishable from the stack veins, suggesting a syngenetic relationship between these two mineralization stages.

17 feeder dykes have been intersected in drill holes and/or mapped on surface, of which 13 remain to be tested. These will be logged, sampled and assayed in the upcoming quick start 2025 program based on strong assays results from the first 4 feeder dykes tested in 2024. These provide for excellent potential to vector in and target the gold mineralizing system. 4 of the feeder dykes logged and assayed contained high-grade gold intervals that displayed visible gold, as well as molybdenite, bismuth and tellurium mineralization related to a Reduced Intrusion Related Gold System (RIRG). 19 drill holes from 2021 - 2024 with highly prospective intervals of mineralized porphyritic dykes will relogged and assayed as part of the 2025 program that suggest possibly >900 meters of new samples for assaying early on in the season; mobilization is scheduled for May this year.

Dr. Quinton Hennigh, Geologic/Technical Director of Crescat Capital, a strategic investor in Goliath, states: “At the Surebet Discovery, we now see compelling evidence of the causative intrusion that generated this remarkable high-grade gold system. A series of steeply dipping dykes encountered in some recent diamond drill holes bear quartz-sulfide veins and veinlets with compositions strongly similar to those of the numerous shallow dipping and flat lodes that have been the main focus of exploration to date. Age dating shows that the emplacement of these dykes is very close to the age of mineralization. This is intriguing for three reasons. Firstly, it indicates that the dykes themselves are a very prospective, potentially extensive exploration target. Secondly, the dykes and mineralisation forming fluids are clearly tapping the same structures, ones that are presumably deeply rooted and coming from a parent magma source at depth. This could mean there is a lot more gold in the system to explore under and laterally at the Surebet Discovery. Lastly, it is also immediately evident that there is a spatial relation between these dykes and the location of most of the highest grade intercepts encountered to date. In short, we now have a clear vector to guide future drilling at high-grade areas. The 2025 drill season cannot start soon enough.”

Randall Karcher, CASERM researcher and PhD student at the Colorado School of Mines, states: “The granitoid dykes at Surebet have several characteristics which indicate they are part of the system responsible for gold mineralization on the property. Gold in the mineralized dykes occurs within composite grains alongside native bismuth and bismuth tellurides. This style of gold mineralization is also found in the gold rich quartz vein elsewhere at Surebet. Furthermore, the dykes are felsic-intermediate ilmenite series granitoids, which is the expected composition of a causative intrusion in the setting where Surebet was formed. Finally, coincident geochronology between the dykes and the sedimentary/volcanic rock hosted stacked veins indicates that the dykes were emplaced at a time indistinguishable from the veins, suggesting a syngenetic relationship between the two. The discovery of gold bearing intrusive rocks of this character provide strong exploration implications for the intrusive “feeder system”. Additionally, the abundance of local intrusive rocks at Golddigger of similar ages to mineralization show strong exploitation potential moving forward.”

Roger Rosmus, Founder and CEO of Goliath, states: “Recently completed detailed modelling of our drilling to date has shown that in addition to a series of gently dipping vertically stacked veins over 1.2km at the Surebet high-grade gold discovery, there are also a series of near vertical RIRG gold mineralization within the dykes. Our geological team is excited about these dykes and stacked veins being roughly the same age in geological terms that point to a Motherlode RIRG source. If one considers that there are stacked veins dipping toward the southeast and others to the southwest, plus the network of vertical dykes with the higher-temperature gold and occurs with a strong bismuth-gold suggests they are connected and proximal to the source. Things are shaping up to look like we have the potential for a combination of stacked veins similar to the Pogo Mine in combination with a RIRG system like Snowline’s discovery in the Yukon. Both the Pogo Mine and Snowline’s discovery are part of the Tintina Gold Province, and it is remarkable that we could see something similar as part of the same system in the prolific Golden Triangle to the south of the Tintina Gold Province. We look forward to a quick start to our exploration season in May 2025 this year, we will be relogging and assaying the 19 holes of feeder dyke core drilled between 2021 – 2024 that could possibly end up being >900 meters being sent to the lab. Drilling this exploration season will look to further expanding the stacked veins and dykes for vectoring into the source of the gold system at the Surebet Discovery.”

Dykes - drilling results previously reported:

• GD-22-58 previously reported intercepted two separate intervals with exceptional gold grades over substantial widths within a reduced intrusion related porphyritic intermediate feeder dyke containing visible gold, bismuth and molybdenum mineralization reminiscent of a RIRG system. The dyke is up to 15 m wide and strikes north-south for 1400 meters on surface with 600 meters of vertical relief and remains open:
  • 12.03 g/t AuEq (11.84 g/t Au and 15.61 g/t Ag) over 10.00 meters, including 19.91 g/t AuEq (19.62 g/t Au and 25.61 g/t Ag) over 6.00 meters, including 23.82 g/t AuEq (23.47 g/t Au and 30.54 g/t Ag) over 5.00 meters.
  • 8.59 g/t AuEq (8.35 g/t Au and 20.74 g/t Ag) over 5.00 meters, including 14.26 g/t AuEq (13.87 g/t Au and 34.10 g/t Ag) over 3.00 meters.
• Drill hole GD-24-237 previously reported intercepted a mineralized intermediate porphyritic dyke that assayed 10.50 g/t AuEq (10.41 f/t Au and 7.15 g/t Ag) over 7.00 meters, including 14.68 g/t AuEq (14.55 g/t Au and 9.82 g/t Ag) over 5.00 meters, and 24.42 g/t AuEq (24.22 g/t Au and 16.01 g/t Ag) over 3.00 meters. The dyke is up to 25 meters wide and strikes north-south for 1500 meters on surface with 900 m of vertical relief and remains open.
• Drill hole GD-23-180 previously reported intercepted a mineralized intermediate porphyritic dyke that assayed 3.46 g/t AuEq (3.43 g/t Au and 2.68 g/t Ag) over 7.00 meters including 4.49 g/t AuEq (4.44 g/t Au and 3.75 g/t Ag) over 5 meters. Based on drill information to date the dyke has a northeast-southwest strike extent of 300 meters strike with 400 meters of vertical relief and remains open. The dyke is not exposed on surface.
• Drill hole GD-23-226 previously reported intercepted a mineralized intermediate porphyritic dyke that assayed 1.85 g/t AuEq (1.85 g/t Au and 0.00 g/t Ag) over 8 meters, including 6.03 g/t AuEq (6.03 g/t Au and 0.00 g/t Ag) over 2 meters. The dyke is up to 25 meters wide and strikes north-south for 1,500 meters on surface with 900 meters of vertical relief and remains open.

The granitoid dykes at Surebet have several characteristics which indicate they are part of the system responsible for gold mineralization on Surebet. Mineralization in the dykes occurs as quartz veins and veinlets up to a few centimeters wide containing visible gold, bismuth, bismuth-tellurides and molybdenite, hosted in porphyritic felsic-intermediate ilmenite-series granitoids, which is the expected composition of a causative intrusion in the geologic setting where Surebet was formed. Gold in the mineralized dykes occurs included in composite grains with native bismuth and bismuth tellurides. This style of gold mineralization is also found in the gold-rich staked shear hosted quartz veins at Surebet. The geochronology age between the dykes (52.0 ± 1.5 Ma) and sedimentary/volcanic rock hosted stacked veins (50.7 ± 1.0 Ma) indicates the dykes were emplaced at a time indistinguishable from the stack veins, suggesting a syngenetic relationship between these two mineralization stages.

Table 1: Highlighted drill holes that intercepted RIRG in dykes – previously reported.

Hole ID		From (m)	To (m)	Interval (m)	Au (g/t)	Ag (g/t)	Cu (%)	Pb (%)	Zn (%)	AuEq (g/t)
GD-22-58	Interval	220.00	230.00	10.00	11.84	15.61	0.00	0.01	0.02	12.03
	Including	224.00	230.00	6.00	19.62	25.61	0.00	0.01	0.02	19.91
	Including	225.00	230.00	5.00	23.47	30.54	0.00	0.01	0.02	23.82
	Interval	244.00	249.00	5.00	8.35	20.74	0.00	0.01	0.02	8.59
	Including	245.00	248.00	3.00	13.87	34.10	0.00	0.01	0.02	14.26
GD-24-237	Interval	313.00	320.00	7.00	10.41	7.15	0.00	0.01	0.02	10.50
	Including	314.00	319.00	5.00	14.55	9.82	0.00	0.01	0.02	14.68
	Including	315.00	318.00	3.00	24.22	16.01	0.00	0.01	0.02	24.42
GD-24-180	Interval	266.00	273.00	7.00	3.43	2.68	0.00	0.00	0.00	3.46
	Including	267.00	272.00	5.00	4.44	3.75	0.00	0.00	0.00	4.49
GD-24-226	Interval	491.00	499.00	8.00	1.85	0.00	0.00	0.00	0.00	1.85
	Including	491.00	493.00	2.00	6.03	0.00	0.00	0.00	0.00	6.03
GD-24-61	Interval	195.00	196.00	1.00	1.39	0.06	0.00	0.00	0.01	1.40
GD-24-77	Interval	41.00	44.00	3.00	1.00	3.77	0.00	0.00	0.01	1.05
GD-24-183	Interval	122.00	134.00	12.00	2.28	2.29	0.00	0.00	0.01	2.31
GD-24-209	Interval	341.00	343.00	2.00	1.11	1.12	0.00	0.01	0.02	1.13
GD-24-221	Interval	89.90	91.00	1.10	1.06	0.83	0.00	0.00	0.01	1.08

All 4 dykes logged and assayed contained high-grade gold intervals that displayed visible gold, as well as molybdenite, bismuth and tellurium mineralization. An additional 13 dykes have been intersected in drill holes and/or mapped on the surface and remain to be tested. These will be logged, sampled and assayed in the upcoming 2025 program based on strong assays results from the first 4 dykes tested in 2024 providing for excellent additional resource potential.

Table 2: 19 Drill holes with highly prospective intervals of mineralized porphyritic dykes to relog and assay in 2025 (~900 meters).

Hole ID	From (m)	To (m)	Interval (m)	Comment
GD-21-06	153	182	29	Relog and sample; alteration
GD-21-09	133	143	10	Relog and sample
GD-22-102	84	151	67	Relog and sample
GD-22-64	264	301	37	Relog and sample
GD-22-74	106	171	65	Relog and sample; alteration
GD-22-74	12	56	44	Relog and sample; alteration
GD-23-151	206	214	8	Relog and sample
GD-23-151	269.5	273	3.5	Relog and sample
GD-23-151	279	285	6	Relog and sample; alteration
GD-23-197	23	127	104	Relog and sample; fault
GD-23-197	164	314	150	Relog and sample
GD-23-202	728	739	11	Relog and sample; alteration
GD-24-237	0	29	29	Relog and sample; multiple intervals
GD-24-238	270	275	5	Relog and sample; alteration
GD-24-246	39	135	96	Relog and sample
GD-24-248	579	681	102	Relog and sample
GD-24-259	343.26	357	13.74	Relog and sample
GD-24-269	82	87	5	Relog and sample
GD-24-272	79	124	45	Relog and sample
GD-24-284	0	59	59	Relog and sample; alteration
GD-24-285	186	211	25	Relog and sample
GD-24-285	329	341	12	Relog and sample
GD-24-295	0	143	143	Relog and sample
GD-24-299	TBD	TBD	TBD	Relog and sample; multiple intervals

During only 15 months of boots on the ground, strong gold mineralization has been confirmed with assays in 100% of 243 widespread drill holes containing >300 intercepts to date within a 1.8 km2 area. Confirmation of multiple stacked gold veins and widespread gold-rich reduced intrusion feeder dykes, confirms the continuity of the widths and grades at Surebet demonstrating this world-class gold system has tremendous additional untapped expansion potential remaining.

The drill program being planned in 2025 will focus on expanding the stacked veins of high-grade gold mineralization that remains open in all directions, including to depth and vectoring in on and targeting the Motherlode RIRG believed to be the source for the extensive high-grade gold mineralization on the Surebet Discovery. The Company looks forward to continuing to expand the mineralization at Surebet and increase the understanding of the geometry and controls of the mineralization. The discovery of the RIRG mineralization clearly indicates proximity to the source of this extensive mineralizing system.

Table 3: Collar information for drill holes from Surebet reported in this news release.

Hole ID	CRS	Easting (m)	Northing (m)	Elevation (m)	Azimuth (deg)	Dip (deg)	Length (m)
GD-22-58	NAD83 / UTM zone 9N	457512	6163073	1656	120	55	399
GD-22-61	NAD83 / UTM zone 9N	456577	6162712	1580	0	60	670
GD-22-77	NAD83 / UTM zone 9N	457190	6162991	1656	130	75	504
GD-23-180	NAD83 / UTM zone 9N	457452	6162783	1514	145	55	535
GD-23-183	NAD83 / UTM zone 9N	457337	6162680	1444	100	65	507
GD-23-209	NAD83 / UTM zone 9N	457452	6162781	1513	140	65	397
GD-23-221	NAD83 / UTM zone 9N	457570	6162454	1443	70	70	273
GD-23-226	NAD83 / UTM zone 9N	457382	6162942	1622	140	69	653
GD-24-237	NAD83 / UTM zone 9N	457445	6162776	1511	140	70	848

Golddigger Property

The Golddigger Property is 100% controlled and covers an area of 91,518 hectares in the world class geological setting of the Eskay Rift, within 3 kilometers of the Red Line in the Golden Triangle of British Columbia. This area has hosted some of Canada’s greatest mines including Eskay Creek, Premier and Snip. Other significant and well-known deposits in the Golden Triangle include Brucejack, Copper Canyon, Galore Creek, Granduc, KSM, Red Chris, and Schaft Creek. Goliath controls 56 kilometers of the Red Line which is a geologic contact between Triassic age Stuhini rocks and Jurassic age Hazelton rocks used as key markers when exploring for gold-copper-silver mineralization.

The Surebet discovery has exceptional continuity and excellent metallurgy with gold recoveries of 92.2% with 48.8% of it as free gold from gravity alone at a 327-micrometer crush (no cyanide required to recover the gold). The metallurgy completed to date shows no deleterious elements are present such as mercury or arsenic.

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 is a paying member and active supporter of CASERM, an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech aimed at transforming the way that geoscience data is used in the mineral resource industry. 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. As a CASERM member, the Company requested a study and written report to be performed by Colorado School of Mines analysing Surebet’s origin of mineralization. The study confirmed an extensive porphyry feeder source at depth for the high-grade gold mineralising fluids at Surebet.

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 also a director of the Company.

Goliath’s Annual General Meeting (AGM) - Updated Dial In Number

If you wish to dial in and listen to Goliath’s AGM proceedings on Monday, March 17, 2025 at 1:00pm (Toronto time), please be advised the new dial in number is +1.437.703.7440 and the code is 105301859#.

About Goliath Resources Limited

Goliath Resources is an explorer of precious metals projects in the prolific 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. (NYSE: MUX) (TSX: MUX), 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: +1.416.488.2887roger@goliathresources.com www.goliathresourcesltd.com

Other

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 2017-2022 exploration campaigns. Drill core containing quartz breccia, stockwork, veining and/or sulphide(s), or notable alteration are 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. Standards, blanks and duplicates were added in the sample stream at a rate of 10%.

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 were then inserted in a clean plastic bag with a sample tag for transport and shipping to the geochemistry lab. QA/QC samples including blanks, standards, and duplicate samples were inserted regularly into the sample sequence at a rate of 10%.

All samples are transported in rice bags sealed with numbered security tags. A transport company takes them from the core shack to the Paragon Geochemical labs facilities in Surrey, BC or ALS labs facilities in North Vancouver, BC. Paragon Geochemical is certified with both AC89-IAS and ISO/IEC Standard 17025:2017. Samples submitted to Paragon received gold and silver analysis by photon assay whereby the entire sample is crushed to approximately 70% passing 2 mm mesh. The entire crushed sample is riffle split and weighed into multiple (300-500g) jars that are submitted for photon assay. Photon assay uses high-energy X-rays (photons) to excite atomic nuclei within the jarred samples, causing them to emit secondary gamma rays, which are measured to identify and quantify the metals present. The assays from all jars are combined on a weight-averaged basis. ALS is either certified to ISO 9001:2008 or accredited to ISO 17025:2005 in all of its locations. At ALS samples were processed, dried, crushed, and pulverized before analysis using the ME-MS61 and Au-SCR21 methods. For the ME-MS61 method, a prepared sample is digested with perchloric, nitric, hydrofluoric, and hydrochloric acids. The residue is topped up with dilute hydrochloric acid and analyzed by inductively coupled plasma atomic emission spectrometry. Overlimits were re-analyzed using the ME-OG62 and Ag-GRA21 methods (gravimetric finish). For Au-SCR21 a large volume of sample is needed (typically 1-3kg). The sample is crushed and screened (usually to -106 micron) to separate coarse gold particles from fine material. After screening, two aliquots of the fine fraction are analysed using the traditional fire assay method. The fine fraction is expected to be reasonably homogenous and well represented by the duplicate analyses. The entire coarse fraction is assayed to determine the contribution of the coarse gold.

Widths are reported in drill core lengths and the true widths are estimated to be 80-90% and AuEq metal values are calculated using: Au 2797.16 USD/oz, Ag 31.28 USD/oz, Cu 4.25 USD/lbs, Pb 1955.58 USD/ton and Zn 2750.50 USD/ton on January 31st, 2025. There is potential for economic recovery of gold, silver, copper, lead, and zinc from these occurrences based on other mining and exploration projects in the same Golden Triangle Mining Camp where Goliath’s project is located such as the Homestake Ridge Gold Project (Auryn Resources Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Gold Project, prepared by Minefill Services Inc. Bothell, Washington, dated May 29, 2020). Here, AuEq values were calculated using 3-year running averages for metal price, and included provisions for metallurgical recoveries, treatment charges, refining costs, and transportation. Recoveries for Gold were 85.5%, Silver at 74.6%, Copper at 74.6% and Lead at 45.3%. It will be assumed that Zinc can be recovered with the Copper at the same recovery rate of 74.6%. The quoted reference of metallurgical recoveries is not from Goliath’s Golddigger Project, Surebet Zone mineralization, and there is no guarantee that such recoveries will ever be achieved, unless detailed metallurgical work such as in a Feasibility Study can be eventually completed on the Golddigger Project.

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.  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.