Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE:
B4IF) (the
“Company” or
“Goliath”) is pleased to report additional drill
results for 5 drill holes from its successful 2024 field season at
its 100% controlled Golddigger Property (the “Property”), Golden
Triangle, B.C. Excellent results from drill holes GD-24-260,
GD-24-275, GD-24-252, and GD-24-242 clearly confirm the increase of
mineralization within the Bonanza High-Grade Gold Zone which was
expanded from 180,000 m2 (720 x 612 x 410 meter triangular area) to
341,000 m2 (835 x 685 x 612 x 410 meter polygon area) and remains
wide open. High-grade gold mineralization with excellent continuity
and predictability has also been confirmed in the Surebet and
Golden Gate Zones, all of which remain wide open. Assays are still
pending for a total of 89 out of 105 drill holes that are expected
to be released in the immediate future once received, compiled and
interpreted.
Dr. Quinton Hennigh, Technical Advisor
of Goliath Resources, states: “Drill intercepts from the
Bonanza Shear Zone continue to generate remarkable gold values that
strongly indicate this important structural zone is a likely feeder
to the overall Surebet gold system. While other larger structures
such as the Surebet Shear and the Golden Gate Zone are important,
and should in no way be discounted, the Bonanza Shear is living up
to its namesake. Not only are exceptional gold grades present, but
the Bonanza lode, a relatively flat-oriented structure, displays
robust thicknesses. Given the numerous drill intercepts that have
penetrated this lode to date, it is clearly expansive, too,
measuring at least 800 meters along strike and 600 meters down dip.
Many assays from these holes will be returning over the coming
weeks, but already, it is clear that Goliath needs to carry out a
systematic drill campaign in 2025 to test this entire area as well
as for extensions of the system as it remains open. We now have
supporting evidence that gold in the Surebet system is likely fed
by a gold-rich reduced intrusion. Goliath now needs to fully
explore the Bonanza Zone, as well as each and every gold-bearing
structure that is encountered in order to determine where all the
fluids that emanated from this intrusion carried and deposited
high-grade gold. Goliath is clearly on the right track.”
Roger Rosmus, Founder and CEO of Goliath
Resources, states: “The more we drill, the bigger and
higher grade the Surebet system gets. This has been clearly
demonstrated by 100% of the holes drilled intercepting targeted
zones or multiple stacked veins of mineralization, of which 92%
contained visible gold and or abundant visible gold including
coarse-grained visible gold as seen in GD-24-260 drilled this year.
It’s our best ever Bonanza grade drill hole to date that reminds of
the original drill holes from Eskay Creek & Aurelian Resources
with our exceptional 39.00 meter intercept of 34.52 g/t AuEq (1.11
oz/T AuEq). We look forward to outlining the full extent of this
world-class discovery with future drilling as it remains wide open
in all directions. We firmly believe what has been found to date is
only a tip of the iceberg. The feeder-source to this extensive
high-grade system is indicated to be a reduced intrusion which
would be a significant material addition to the potential scale and
geometry of the Surebet Discovery. This new gold system continues
to exceed our expectations based on the shear size and area
containing multiple stacked high-grade veins like a layer cake,
including the newly discovered mineralized veins containing visible
gold 480 meters below the valley floor level that remains wide
open. The system continues to deliver exceptional results
consistent with the characteristics of a district scale Tier 1
high-grade gold asset. We are also very keen to report assays from
our maiden drill program from the high-grade Treasure Island
volcanogenic massive sulphide (VMS) style discovery included in the
89 remaining holes as they become available in the near
future.”
During the 3 months drill season in 2024, the
area of high-grade gold mineralization within the known Bonanza
Zone (formerly described as the Bonanza High-Grade Gold Triangle)
has been expanded and nearly doubled from a triangular area
measuring 720 x 612 x 410 meters to a polygon area measuring 835 x
685 x 612 x 410 meters that remains wide open. All 64 holes drilled
in 2024 have intercepted significant mineralization with 92% of the
holes (or 59 out of 64 holes) containing occurrences of visible
gold and/or abundant visible gold including coarse-grained visible
gold, demonstrating the excellent continuity and predictability of
this extensive high-grade gold system that remains wide open in all
directions.
- GD-24-260 intercepted the highest
concentration of visible gold and it is the best ever high-grade
gold drill hole to date at the Surebet Discovery from the Bonanza
High-Grade Gold Zone that sits ~200 meters above the valley floor
level. Mineralization is within a vein-hosted band of semi-massive
pyrrhotite, where the gold occurs in alloys with silver, bismuth
and tellurium. Mineralization was also intercepted in the Surebet
Zone that sits above Bonanza; both remain wide open:
- Bonanza Zone: 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.
- Surebet Zone: 5.51 g/t AuEq (5.39
g/t Au and 9.82 g/t Ag) over 3.40 meters within 2.96 g/t AuEq (2.89
g/t Au and 5.46 g/t Ag) over 6.35 meters.
- GD-24-275 intercepted two separate
stacked veins of high-grade gold, silver and base metals
corresponding to the Surebet and Bonanza Zones characterized by
sulphide rich quartz breccia; both remain wide open:
- Surebet Zone: 5.00 g/t AuEq (4.88
g/t Au and 9.94 g/t Ag) over 6.00 meters, including 6.67 g/t AuEq
(6.60 g/t Au and 13.07 g/t Ag) over 4.42 meters.
- Bonanza Zone: 12.01 g/t AuEq (11.70
g/t Au and 25.66 g/t Ag) over 11.00 meters including 16.48 g/t AuEq
(16.05 g/t Au and 35.03 g/t Ag) over 8.00 meters.
- GD-24-252 intercepted two separate
stacked veins of high-grade gold, silver and base metals
corresponding to the Bonanza and Golden Gate Zones characterized by
sulphide rich quartz breccia; both zones remain wide open:
- Bonanza Zone: 5.25 g/t AuEq (5.13
g/t Au and 9.46 g/t Ag) over 10.97 m, including 5.74 g/t AuEq (5.61
g/t Au and 10.23 g/t Ag) over 8.95 meters.
- Golden Gate: 3.99 g/t AuEq (3.94
g/t Au and 4.46 g/t Ag) over 5.00 meters.
- GD-24-242 intercepted three
separate stacked veins of high-grade gold, silver and base metals
corresponding to the Surebet and Golden Gate Zones characterized by
sulphide rich quartz breccia; all three zones remain open:
- Surebet Zone: 5.08 g/t AuEq (4.99
g/t Au and 7.29 g/t Ag) over 10.85 meters, including 8.41 g/t AuEq
(8.26 g/t Au and 12.35 g/t Ag) over 5.46 meters.
- Bonanza Zone: 2.11 g/t AuEq (2.09
g/t Au and 1.71 g/t Ag) over 2.19 meters, within 1.11 g/t AuEq
(1.10 g/t Au and 1.21 g/t Ag) over 5 meters.
- Golden Gate: 5.56 g/t AuEq (5.26
g/t Au and 24.61 g/t Ag) over 4.11 meters.
Table 1: Highlights for drill holes
reported in this news release.
Hole ID |
Zone |
|
From (m) |
To (m) |
Interval (m) |
Au (g/t) |
Ag (g/t) |
Cu (%) |
Pb (%) |
Zn (%) |
AuEq (g/t) |
GD-24-260 |
Surebet |
Interval |
434.00 |
440.35 |
6.35 |
2.89 |
5.46 |
0.01 |
0.14 |
0.06 |
2.96 |
Including |
435.86 |
439.26 |
3.40 |
5.39 |
9.82 |
0.02 |
0.25 |
0.11 |
5.51 |
Including |
435.86 |
438.25 |
2.39 |
7.60 |
13.29 |
0.02 |
0.35 |
0.14 |
7.76 |
Including |
437.32 |
438.25 |
0.93 |
17.42 |
23.07 |
0.02 |
0.61 |
0.31 |
17.71 |
Bonanza |
Interval |
517.00 |
556.00 |
39.00 |
34.47 |
3.96 |
0.00 |
0.02 |
0.04 |
34.52 |
Including |
534.00 |
544.00 |
10.00 |
132.78 |
12.98 |
0.00 |
0.04 |
0.11 |
132.94 |
Including |
535.00 |
543.00 |
8.00 |
165.84 |
16.07 |
0.01 |
0.05 |
0.13 |
166.04 |
GD-24-275 |
Surebet |
Interval |
288.00 |
294.00 |
6.00 |
4.88 |
9.94 |
0.01 |
0.02 |
0.34 |
5.00 |
Including |
289.58 |
294.00 |
4.42 |
6.60 |
13.07 |
0.01 |
0.03 |
0.44 |
6.76 |
Including |
289.58 |
293.00 |
3.42 |
8.50 |
16.71 |
0.02 |
0.04 |
0.56 |
8.71 |
Bonanza |
Interval |
428.00 |
439.00 |
11.00 |
11.70 |
25.66 |
0.05 |
0.69 |
0.63 |
12.01 |
Including |
430.00 |
438.00 |
8.00 |
16.05 |
35.03 |
0.07 |
0.94 |
0.87 |
16.48 |
Including |
431.00 |
436.90 |
5.90 |
21.60 |
46.86 |
0.09 |
1.27 |
1.15 |
22.18 |
GD-24-252 |
Bonanza |
Interval |
433.92 |
452.10 |
18.18 |
3.26 |
8.56 |
0.02 |
0.17 |
0.29 |
3.36 |
Including |
435.95 |
451.10 |
15.15 |
3.89 |
10.13 |
0.03 |
0.20 |
0.34 |
4.01 |
Including |
440.13 |
451.10 |
10.97 |
5.13 |
9.46 |
0.02 |
0.20 |
0.28 |
5.25 |
Including |
442.15 |
451.10 |
8.95 |
5.61 |
10.23 |
0.02 |
0.23 |
0.32 |
5.74 |
Golden Gate |
Interval |
530.04 |
538.00 |
7.96 |
2.48 |
2.97 |
0.01 |
0.02 |
0.36 |
2.51 |
Including |
532.00 |
537.00 |
5.00 |
3.94 |
4.46 |
0.01 |
0.04 |
0.57 |
3.99 |
GD-24-242 |
Surebet |
Interval |
328.00 |
342.00 |
14.00 |
4.03 |
7.22 |
0.01 |
0.06 |
0.11 |
4.12 |
Including |
331.15 |
342.00 |
10.85 |
4.99 |
7.29 |
0.01 |
0.07 |
0.13 |
5.08 |
Including |
331.15 |
336.61 |
5.46 |
8.26 |
12.35 |
0.01 |
0.13 |
0.17 |
8.41 |
Bonanza |
Interval |
443.00 |
448.00 |
5.00 |
1.10 |
1.21 |
0.01 |
0.01 |
0.09 |
1.11 |
Golden Gate |
Interval |
582.00 |
586.11 |
4.11 |
5.26 |
24.61 |
0.03 |
0.20 |
2.38 |
5.56 |
GD-24-280 |
Bonanza |
Interval |
148.00 |
151.00 |
3.00 |
0.91 |
0.72 |
0.00 |
0.00 |
0.01 |
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
The continuity and predictability of this newly
expanded thick high-grade gold horizon has previously been drill
tested where GD-23-197 assayed 34.03 g/t AuEq (1.09 oz/t AuEq) over
9 meters (released October 17, 2023), GD-24-235 assayed 35.04 g/t
AuEq (1.13 oz/t AuEq) over 5.25 meters (released July 30, 2024),
GD-24-249 assayed 30.55 g/t AuEq (0.98 oz/t AuEq) over 8.95 meters
(released December 12, 2024) and GD-24-262 assayed 13.90 g/t AuEq
(13.85 g/t Au and 3.59 g/t Ag) over 7.60 meters (released January
7, 2025). The new Bonanza High-Grade Gold Zone outcrops on the
surface 200 meters above the valley floor level at an elevation of
900 meters above sea level.
The Bonanza High-Grade Gold Zone remains open in
all directions, including to depth, where the new Deep Zone was
discovered at 1,239 meters downhole from the Bang On Pad and only
480 meters below the valley floor level. This zone contains
multiple quartz-sulphide veins and breccias with chalcopyrite,
galena and sphalerite demonstrating the tremendous additional
untapped discovery potential of the Surebet system that remains
wide open. The mineralized zones contain significant amounts of
chalcopyrite, galena and sphalerite and remains wide open. Assays
for all holes that intersected the new Deep Zone are pending.
The Company looks forward to continuing to
expand the mineralization at Surebet and increase the understanding
of the geometry and controls of the mineralization with additional
modelling as results become available in the immediate future. The
discovery of the RIRG mineralization (released December 12, 2024)
clearly indicates proximity to the source of this extensive
mineralizing system. Drilling in 2025 will focus on expanding the
mineralization in all directions, including to depth towards the
potential source for the fluids responsible for the extensive
high-grade gold-silver mineralization on the Surebet discovery.
Table 2: Collar information for drill
holes reported in this news release.
Hole number |
CRS |
Easting (m) |
Northing (m) |
Elevation (m) |
Azimuth (deg) |
Dip (deg) |
Length (m) |
GD-24-280 |
NAD83 / UTM zone 9N |
457881 |
6162621 |
1175 |
200 |
55 |
281 |
GD-24-275 |
NAD83 / UTM zone 9N |
457365 |
6162758 |
1509 |
135 |
75 |
687 |
GD-24-260 |
NAD83 / UTM zone 9N |
457364 |
6162753 |
1503 |
165 |
55 |
619 |
GD-24-252 |
NAD83 / UTM zone 9N |
457444 |
6162778 |
1512 |
110 |
80 |
671 |
GD-24-242 |
NAD83 / UTM zone 9N |
457447 |
6162776 |
1512 |
120 |
63 |
862 |
|
|
|
|
|
|
|
|
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.
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 intrusive 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.
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 world class 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, Mr. Rob McEwen
and Mr. Eric Sprott, Mr. Larry Childress and a Global Commodity
Group based in Singapore.
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 2398.13 USD/oz, Ag 28.118 USD/oz, Cu 4.10
USD/lbs, Pb 2067.5 USD/Ton and Zn 2669 USD/Ton on July 28th, 2024.
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.
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