Arian Silver's MD&A and Results for the Three Months Ended 31 March 2012

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES NOT FOR DISTRIBUTION IN THE
UNITED STATES 


Arian Silver Corporation ("Arian" or the "Company") (TSX
VENTURE:AGQ)(AIM:AGQ)(FRANKFURT:I3A), a silver exploration, development and
production company with a focus on projects in the silver belt of Mexico, today
announced the release of its Management's Discussion and Analysis ("MD&A") and
unaudited Financial Statements ("Financials") for the three months ended 31
March 2012. 


The MD&A and Financials are available at SEDAR at www.sedar.com and on the
Company's website at www.ariansilver.com. These documents can also be obtained
on application to the Company. The following information has been extracted from
the MD&A and Financials. The financial information in this announcement does not
constitute full statutory accounts. 


Arian's Chief Executive Officer, Jim Williams, commented today, "I am pleased to
report that during the first quarter of 2012 we have continued our progress
towards becoming a large scale silver producer at our flagship San Jose Vein
("SJV") property. 


Arian produced 302 tonnes of silver concentrate during the quarter, a
significant increase from the equivalent quarter last year. We continue to fine
tune our toll mining operation where feasible and recently a fourth in line ball
mill has been successfully commissioned which should improve daily plant
throughput. 


It is well known that silver prices have fallen significantly from mid-2011
highs and along with gold and other commodities, prices remain volatile. This
coupled with the on-going major uncertainties in global economics makes
forecasting difficult. The fall in silver prices will of course partially offset
the profitability of our increasingly efficient operation at the SJV but the
cash flow generated continues to support short term funding requirements. 


As we have repeatedly stated the current small scale silver production at the
SJV is very much a trial mining/milling operation to produce data for an
evaluation of a much larger operation. Detailed metallurgical and mine/mill
design studies are underway and when the results of these studies are available
we will report to all shareholders. 


As detailed in the MD&A, on 12 March 2012 we reported considerable exploration
success at the SJV. This resource update increases our contained silver ounces
by some 32%, along with similar increases for lead and zinc since our previous
independent mineral resources statement in July 2011. Shareholders should also
note we currently receive no base metal credits from our current small scale
operations. We are now planning further drilling to upgrade existing resources
to the measured and indicated categories to support a potentially larger
operation and to continue to drill the SJV in both an easterly and westerly
direction. We also now have permission to drill within a one kilometre strike of
the SJV within the Guanajuatillo township which might link existing blocks of
inferred resources within the central portion of the SJV. 


Global economic events affect us all and are not always in our control. Investor
confidence is currently uncertain in many businesses and the junior mining
market has been no exception. That said, as explained in our statements, at
Arian we have a strong and growing asset base that we believe should gain wider
investment support in due course as investor confidence returns to the sector
and metal prices stabilise. 


Once again thanks to all shareholders, employees and all those associated with
supporting the company."


OVERVIEW OF FIRST QUARTER OF 2012 AND SUBSEQUENT EVENTS

Financial (all amounts are expressed in US dollars unless otherwise stated)



--  Revenue increased 102% to $2.3 million compared to Q1 2011 
    
--  Gross loss improved by $0.1 million from a gross loss of $0.2 million in
    Q1 2011 to $0.1 million gross loss for Q1 2012. 
    
--  Consolidated pre-tax profit has increased by $9.3 million from a loss of
    $8.4 million in Q1 2011 (including a non-cash employees share options
    expense of $7.3 million for options vesting) to $0.9 million (including
    the reversal of a non-cash employee share options expense of $1.7
    million for options lapsed). 
    
--  Working capital decreased from $5.9 million in Q4 2011 to $5.1 million
    in Q1 2012. 
    
--  Total assets increased from $16.3 million in Q4 2011 to $16.7 million.
    Q1 2012 includes intangible assets of $1.2 million, property, plant and
    equipment of $9.3 million, trade and other receivables of $2.3 million,
    inventories $0.9 million, financial assets $0.3 million and cash of $2.8
    million. 



Operations 



--  San Jose production Q1 2012 
    --  21,553 tonnes mined representing an increase of 11% from Q1 2011 
    --  24,394 tonnes milled representing an increase of 15% from Q1 2011 
    --  302 silver concentrate tonnes produced representing an increase of
        107% from Q1 2011 
    --  66,688 silver ounces produced representing an increase of 44% from
        Q1 2011 
    --  330 silver concentrate tonnes sold representing an increase of 162%
        from Q1 2011 
    --  75,911 silver ounces sold representing an increase of 96% from Q1
        2011 

--  San Jose exploration 
    --  Phase 4 drilling programme complete 
    --  Independent resource estimate updated by CSA Global (UK) Limited
        announced 12 March 2012: 
        --  29% increase in resource tonnage along the SJV from the July
            2011 mineral resource estimate; 
            --  Contained ounces of silver are increased by 32%; 
            --  Contained pounds of lead are increased by 29%; and 
            --  Contained pounds of zinc are increased by 30%; 
        --  Mineralisation remains open along the western and eastern
            strikes of the SJV and to depth; and 
        --  Further drilling is planned to infill the current resources,
            step out along the remaining SJV structure in both directions,
            and to drill at depth on the SJV. 



Post 31 March 2012



--  Mill processing currently 400 tpd, this is primarily a result of the
    installation and operation of the fourth in-line ball mill. 



THE STRATEGY

Arian's overall objective is to develop additional resources on the San Jose
property concurrent with the existing contract mining and milling operations,
complete a feasibility study, and move to larger-scale production.


REVIEW OF FINANCIAL PERFORMANCE

In the three months ended 31 March 2012, the Company earned a pre-tax profit of
$0.9 million (31 March 2011: $8.4 million) which includes a gross loss for the
San Jose mine of $0.1 million (31 March 2011: $0.2 million), recognising the
fair value non-cash expense of share purchase options vesting of $0.1 million
(31 March 2011: $7.3 million), a credit of $1.7 million (31 March 2011: $nil)
for the reversal of the fair value of share purchase options vesting that lapsed
in the period and other administrative expenses of $0.8 million (31 March 2011:
$0.8 million). Interest income from cash resources was $6,000 (31 March 2011:
$11,000). Finance income was $0.1 million (31 March 2011: $0.1 million).


As at 31 March 2012, the Company had working capital of approximately $5.1
million (31 December 2011: $5.9 million). See Liquidity, Capital Resources and
Working Capital for the items of working capital. Intangible assets amounted to
$1.2 million (31 December 2011: $1.1 million) which relate to deferred
exploration and evaluation costs in respect of the Company's Mexican projects.
Property, plant and equipment amounted to $9.3 million (31 December 2011: $8.1
million); $9.2 million of this relates to the San Jose mine development costs.
Share capital increased by $0.1 million to $47.4 million(31 December 2011: $47.3
million) as a result of the issue of common shares in connection with the
exercise of share options. 


REVIEW OF OPERATIONS

The Company currently owns 32 mineral concessions in Mexico totalling 8,038
hectares.


San Jose Project, Zacatecas State

The 100%-owned San Jose property is located approximately 55 kilometres to the
southeast of Zacatecas City and comprises 11 mining concessions totalling
approximately 6,300ha. The property has significant infrastructure, including a
4 x 5 metre ("m") main haulage ramp ("SJ Ramp") extending more than 4.0km along
the footwall of the SJV system, and a 350m deep, 500 tonne per day ("tpd")
vertical shaft with operational hoist. In addition, a number of shallower
vertical shafts are located along the SJV.


Production Information

Production information summary for San Jose mine is as follows:



----------------------------------------------------------------------------
                                  Q1        Q4        Q3        Q2        Q1
                                2012      2011      2011      2011      2011
----------------------------------------------------------------------------
Head grade (mill) - Ag                                                      
 grams per tonne (g/t)           173       201       199       178       178
Tonnes mined                  21,553    24,433    33,941    22,387    19,462
Tonnes milled                 24,394    22,971    21,512    18,348    21,128
Ag concentrate tonnes                                                       
 produced                        302       256       204       144       146
Recovery %                     49.01     51.68     47.76     56.66     38.08
Ag ounces produced            66,688    76,618    65,804    59,568    46,236
Ag ounces per concentrate                                                   
 tonne produced                  221       300       323       412       316
Ag ounces sold                75,911    77,738    77,587    41,868    38,772
Ag concentrate tonnes sold       330       242       221       117       126
                                                                            
Quarter end inventory                                                       
 balances                                                                   
Mined tonnes stockpile        17,637    20,478    19,016     9,972     2,549
Ag concentrate inventory                                                    
 tonnes                           24        52        39        57        29
Ag ounces included in                                                       
 concentrate inventory         5,772    14,995    14,118    23,075    10,195
----------------------------------------------------------------------------



Head grade 

The decrease in head grade from Q4 2011 to Q1 2012 by 14% was a result of
optimising the total number of tonnes extracted in one of the Santa Ana blocks.
The initial grade was calculated as being much higher but with significantly
less tonnes. Arian optimised the increase of recoverable ore tonnes whilst still
achieving significantly more than the mining grade cut off with the net result
forecast to produce more silver ounces.


Tonnes mined 

The increase in tonnes mined from Q1 2011 to Q1 2012 of 2,091 tonnes (11%) was a
result of increased mining efficiencies including underground haulage. 


The decrease in tonnes mined from Q4 2011 to Q1 2012 of 2,880 tonnes (12%) was a
result of increased development in non-payable rock to access new stoping areas
and to concurrently decrease the size of the stockpile. 


Tonnes milled 

The increase in tonnes milled from Q1 2011 to Q1 2012 of 3,266 tonnes (15%) and
tonnes milled from Q4 2011 to Q1 2012 of 1,423 tonnes (6%) were largely a result
of an increase in efficiency as a result of production improvements made at the
mill.


Ag concentrate tonnes produced 

The increase in concentrate tonnes produced from Q1 2011 to Q1 2012 of 156
tonnes (107%) and in concentrate tonnes produced from Q4 2011 to Q1 2012 of 46
tonnes (18%) were a result of improvements in throughput and efficiencies made
at the mill.


% Recovery 

The increase in recovery of 11 percentage points which represents a 29% increase
from 38.08% in Q1 2011 to 49.01% in Q1 2012, was a result of further
improvements to the mill; an exercise that is on-going.


Ag ounces produced 

The increase in ounces produced from Q1 2011 to Q1 2012 of 20,452 ounces (44%)
was a result of a combination of changes and improvements in the milling
circuit, including increases in throughput, recovery and overall general
improvements. 


The decrease in ounces produced from Q4 2011 to Q1 2012 of 9,930 ounces (13%)
was primarily a result of a result of the decrease in the head grade.


Mining Operations 

The initial mining operation focussed on the Ramal Norte/Sur, San Jose 75 m
Level Central Zone and Santa Ana resource blocks. These were selected by Arian,
from several delineated resource blocks, to support an initial pilot scale
mining operation with the potential to increase the mining rate to circa 1,500
tpd subject to milling capacity availability. 


Arian continued preparing and exploring mining blocks to verify continuity of
mineralisation to ensure production to the plant, ready for the increase in
milling capacity due to the operation of the further ball mill which commenced
operation in May 2012. In particular, in Q1 2012 Arian developed 429 metres
which includes 98 metres on the ramp, 179 metres preparation, 32 metres on
raises and 120 metres exploration.


Recent ramp development in the Santa Ana area provided access to blocks
indicated by diamond drilling enabling further verification of resource for
further exploitation and extraction. The ramp continues development below level
120 to explore continuity of blocks as there is evidence of mineralisation at
300m depth.


Contract mining expectations remained unchanged at up to 500tpd. Mining was
planned to operate 20 days per month. Total costs to mine and deliver ore to the
mill are estimated at approximately $30/tonne.


Milling Operations 

Although the mill has a maximum rating of 400tpd, it is not designed for the
hardness and abrasiveness of the San Jose run of mine ("ROM") material. When
Arian commenced operations daily throughput of 120 tonnes was achieved, however
it is currently milling approximately 400 tpd. This is a result of the
installation of a reconditioned impact crusher which grinds the ROM material
more finely before it is milled; the successful commissioning of the fourth
in-line ball mill which commenced operating in May 2012; and the continuity of
general improvements made to the mill. 


The mill lease is a fixed cost of MXN 6 million ($0.46 million) per month. It is
expected with the throughput of 400tpd approximately 125 tonnes of concentrate
will be produced with an anticipated silver content of between 370 and 440
ounces per tonne ("opt").


This continuing phase of pilot-scale milling allows Arian to review all key data
providing Arian unique data to build an optimised/bespoke plant should it decide
to pursue this route. Arian is also currently reviewing other alternatives as
well as continuing to work to improve the current mill design and recoveries.


Based on a contained silver content of 370 opt at a spot price of $30/oz silver,
a concentrate value of $9,700/tonne, after deductions, is forecast.


A 2% NSR (net smelter royalty) on SJV revenue is payable to the vendor of the
San Jose property.


Exploration Drilling 

In January 2012, Arian released further interim drill results relating to the
phase 4 drilling programme which continued to show continuity of the vein
thickness, silver mineralisation and grade along the SJV. Also announced were
the results of the geophysical IP survey which successfully identified the areas
of vein displacements and provided targets for the last holes to be drilled in
the phase 4 Drilling programme (see the Company's press release dated 16 January
2012 entitled "Arian Silver Reports Further Encouraging Exploration Progress at
San Jose").


On 12 March 2012 an independent resource update which took into account all the
phase 1, 2, 3 and 4 drilling programmes was published see section heading
Mineral Resource.


Mineral Resource 

On 12 March 2012, Arian reported a significant resource estimate upgrade (see
the Company's press release entitled "Arian Silver Increases Contained Silver at
San Jose by 32% to More Than 117 Million Ounces in Updated Mineral Resource
Estimate").


The highlights of this announcement were:



--  29% increase in resource tonnage along the SJV from the July 2011
    mineral resource estimate; 
    --  Contained ounces of silver have increased by 32%; 
    --  Contained pounds of lead have increased by 29%; and 
    --  Contained pounds of zinc have increased by 30%; 
--  Mineralisation remains open along the western and eastern strikes of the
    SJV and to depth; and 
--  Further drilling is planned to infill the current resources, step out
    along the remaining SJV structure in both directions, and to drill at
    depth on the SJV. 



Arian's resource estimate includes all drilling programmes from 2006 along the
SJV which has a delineated NI 43-101 and a JORC-compliant resource estimate of
approximately 30.61 million ounces of silver, 67.02 million pounds of lead and
149.91 million pounds of zinc in the "indicated" mineral resource category, and
88.65 million ounces of silver, 205.25 million pounds of lead and 410.50 million
pounds of zinc in the "inferred" mineral resource category. These NI 43-101 and
JORC-compliant mineral resources are summarised in the table below: 




----------------------------------------------------------------------------
                              Average Grade            Contained Metal      
                       -----------------------------------------------------
Resource                                                                    
 Category        Tonnes       Ag      Pb      Zn        Ag       Pb       Zn
----------------------------------------------------------------------------
                    (t)    (g/t)       %       %     (Moz)   (Mlbs)   (Mlbs)
----------------------------------------------------------------------------
Indicated     8,000,000      119    0.38    0.85     30.61    67.02   149.91
----------------------------------------------------------------------------
Inferred     24,500,000      110    0.38    0.76     86.65   205.25   410.50
----------------------------------------------------------------------------
 1.  Geological characteristics and +30 ppm grade envelopes used to define  
     resource volumes.                                                      
 2.  Each mineral resource estimate is in accordance with CIM standards.    
 3.  The effective date of each mineral resource estimate is 12th March     
     2012.                                                                  
 4.  The estimates are based on geological, statistical and geostatistical  
     data assessment and computerised IDW3, Ag grade wireframe restricted,  
     linear block modelling.                                                
 5.  The resource was estimated using 188 drill holes and more than 38,000  
     metres.                                                                
 6.  Resource figures were prepared under the supervision of Malcolm Titley 
     who is a Qualified Person (as defined in Canadian National Instrument  
     43-101).                                                               
 7.  Tonnage figures have been rounded to reflect this as an estimate.      
 8.  Ag (silver) ounces have been calculated using 31.1035 g = 1oz.         
 9.  Pb (lead) and Zn (zinc) tonnes have been calculated using 2204.622 lbs 
     = 1 tonne.                                                             
 10. The mineral resource is 100% owned by Arian.                           



The following reports prepared by A.C.A. Howe International Limited relating to
the San Jose project are available on the Company's website www.ariansilver.com
or on SEDAR at www.sedar.com :-




a)  Report dated 22 June 2009 and entitled "Preliminary Economic Assessment 
    Report (PEAR) on the San Jose Silver-Lead-Zinc Deposit, Zacatecas,      
    Mexico"; and                                                            
                                                                            
b)  Report dated 15 August 2008 and entitled "Resource Estimation Update for
    the San Jose Silver-Lead-Zinc Deposit, Zacatecas, Mexico".              



Readers are reminded that mineral "resources" are not mineral "reserves" as they
have not yet demonstrated economic viability. There is no certainty that mineral
resources can be upgraded to mineral reserves through continued exploration.


Laboratory 

Arian has an independent laboratory on site which has been operational since
April 2011; it is operated by the Stewart Group which is now a subsidiary of the
ALS Chemex Group. This is a valuable asset for Arian because it allows for the
rapid turnaround of samples and provides vital information to our operational
personnel to ensure that decisions are made at the operation in a timely manner.
In addition the laboratory provides an invaluable tool during drilling
programmes which again has significantly decreased the turnaround times for
analysis of Arian's drill cores.


The laboratory comprises a comprehensive sample preparation facility, wet
chemistry facility, with either Atomic Absorption Spectrometry ("AAS") or
fire-assay ("FA") in use for final determinations of silver, lead and zinc. It
is operated under the sole control and management of professional personnel from
the Stewart Group who ensure the results are fully compliant with Arian's
quality assurance and quality control (QA/QC) programme. 


Calicanto Project, Zacatecas State

Arian owns 100% of the Calicanto Project which consists of seven adjacent mining
concessions totalling 75.5ha, namely: Calicanto, Vicochea I, Vicochea II, Misie
1 and Misie 2, and Missie 1 and Missie 2 properties, collectively known as the
"Calicanto Group". The concessions are located in the historic mining district
of Zacatecas. The Calicanto Group of concessions comprises at least four main
mineralised vein systems. 


Arian will commence further underground evaluation of the deeper levels of the
Calicanto Vein once the water has receded to the appropriate level; this will
include but not be limited to, mapping and underground sampling and subsequent
analyses. There has been no significant expenditure on the Calicanto Project
during the past two years.


Additional information in respect of the Calicanto Project is contained in a
technical report prepared by A.C.A. Howe International Limited dated 20 March,
2006 and entitled "Technical Report on the Calicanto and San Celso Projects,
Zacatecas, Mexico". A copy of this report is available on the Company's website
www.ariansilver.com or on SEDAR at www.sedar.com.


LIQUIDITY, CAPITAL RESOURCES AND WORKING CAPITAL

During the period, the Company received new funding from:



--  the exercise of 525,000 share purchase options which generated GBP
    61,375 



The following share purchase options are currently outstanding, each entitling
the holder to acquire one common share of the Company:




--  14,960,000 share purchase options with exercise prices ranging from GBP
    0.055 to GBP 0.4925 (Cdn$0.10/Cdn$0.79) and expiring on various dates up
    to June 2016. 



Working Capital - 31 March 2012 

As at 31 March 2012, the Company had working capital of approximately $5.1
million (31 December, 2011: $5.9 million). The items of working capital and
changes compared to 31 December 2011 are as follows:


Current assets



--  cash and cash equivalents - $2.8 million (31 December 2011: $4.0
    million); 
--  trade and other receivables - $2.3 million (31 December 2011: $1.9
    million) - increase due to the trade debtor for the sale of silver
    concentrate from the San Jose mining operation; 
--  inventories - $0.9 million (31 December 2011: $0.9 million) - relates to
    stockpile held at cost relating to production at the San Jose mine; and 
--  financial assets held at fair value through profit or loss - $0.4
    million (31 December 2011: $0.3 million) - relates to the Geologix
    shares received as part consideration for the final instalment for the
    sale of the Tepal project. 



Current liabilities



--  trade payables - $1.2 million (31 December 2011: $1.2 million) 



FUTURE OUTLOOK 

Management anticipates that the remainder of 2012 will show an improvement to
revenues and production figures, based on the assumptions that silver prices
will remain strong, although some volatility is expected, and further
efficiencies should be realised at the mill. The preliminary results of the
on-going mill and metallurgical studies are expected to be received during the
second quarter. It is anticipated these studies will provide a platform which is
expected to significantly increase efficiencies with milling and ultimately
reduce Arian's silver production cost per ounce. 


Qualified Person 

Mr Jim Williams, Eur Ing, Eur Geol, BSc, MSc, D.I.C., FIMMM, the Chief Executive
Officer of Arian, a "Qualified Person" as defined in the AIM guidelines of the
London Stock Exchange, and a "Qualified Person" as such term is defined in
Canadian National Instrument 43-101 ("NI 43-101"), has reviewed and approved the
technical information in the Review of Operations other than the mineral
resource estimates.


About the Company

Arian is a silver exploration and development company and is listed on London's
AIM; trades on London's "PLUS" market; is listed on Toronto's TSX Venture
Exchange and on the Frankfurt Stock Exchange. Arian is active in Mexico, the
world's second largest silver producing country. The Company's main project is
the San Jose project in Zacatecas State. Part of Arian's forward-looking
strategy lies in the envisaged use of large scale mechanized mining techniques
over wider mineralized structures, which reduces the overall unit operating cost
of metals, and to build up NI 43-101 compliant resources.


Further information can be found by visiting Arian's website:
www.ariansilver.com or the Company's publicly available records at
www.sedar.com.


Forward-Looking Statements 

This press release contains certain "forward-looking statements". All
statements, other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or anticipates will or
may occur in the future (including, without limitation, statements relating to
the mineral resource estimates, statements regarding the contract mining and
milling operation at the San Jose Project (the "SJ Mining Operation"), the
ability of the Company to achieve, maintain and possibly increase planned levels
of production from the SJ Mining Operation, the ability of the Company to
generate positive cash flow from the SJ Mining Operation, the ability to
continue or implement proposed drilling programmes on the SJV system and the
Company's exploration, development and production plans and objectives) are
forward-looking statements. These forward-looking statements reflect the current
expectations or beliefs of the Company based on information currently available
to the Company. Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of the Company to differ
materially from those discussed in the forward-looking statements, and even if
such actual results are realised or substantially realised, there can be no
assurance that they will have the expected consequences to, or effects on the
Company. Factors that could cause actual results or events to differ materially
from current expectations include, among other things, the performance of the
contractors and plant and equipment engaged in relation to the SJ Mining
Operation, failure to achieve anticipated production levels and mineral grades
for ore from the SJ Mining Operation, failure to establish estimated mineral
reserves, the possibility that future exploration results will not be consistent
with the Company's expectations, uncertainties relating to the availability and
costs of financing needed in the future, changes in the silver commodity price,
changes in equity markets, political developments in Mexico, changes to
regulations affecting the Company's activities, delays in obtaining or failures
to obtain required regulatory approvals, the uncertainties involved in
interpreting exploration results and other geological data, and the other risks
involved in the mineral exploration and development industry. Any
forward-looking statement speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise. Although the
Company believes that the assumptions inherent in the forward-looking statements
are reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.


The mineral resource figures disclosed in this press release are estimates and
no assurances can be given that the indicated levels of minerals will be
produced. Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry practices. Valid estimates
made at a given time may significantly change when new information becomes
available. While the Company believes that the resource estimates included in
this press release are well established, by their nature resource estimates are
imprecise and depend, to a certain extent, upon statistical inferences, which
may ultimately prove unreliable. If such estimates are inaccurate or are reduced
in the future, this could have a material adverse impact on the Company.


Mineral resources are not mineral reserves and do not have demonstrated economic
viability. There is no certainty that mineral resources can be upgraded to
mineral reserves through continued exploration.


This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities of the Company in the United Sates. The
securities of the Company have not been and 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 U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is
available.