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RNS Number : 4860F Firering Strategic Minerals PLC 25 September 2024
Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining
25 September 2024
Firering Strategic Minerals plc
("Firering" or "the Company")
Interim Results
& Investor Presentation
Firering Strategic Minerals plc, a development company specialising in
critical minerals, is pleased to announce its Interim Results for the six
months ended 30 June 2024.
OVERVIEW
Focused on advancing quicklime asset in Zambia having raised c.£2 million of
equity funding in May:
· Fully permitted, project with an estimated resource of 73.7 million
tonnes (Mt) at 95.3% CaCO3.
· On track to start phased production in Q4 2024 and ramp up to full
capacity by mid-2025 to become one of the largest quicklime producers in the
region.
· Strategic decision driven by quicklime's strong alignment with the
robust copper market.
Limeco is already generating positive cash flow:
· Sales of aggregate commenced in October 2023.
· Two-year logistics services revenue agreement signed in August 2024.
· Other ancillary revenue streams expected to come online in due
course.
Enhancing Limeco's strong economic foundation:
· Currently targeting daily production of 600-800 tonnes of quicklime
projected to sustain operations for around 30 years.
· Granted an additional exploration licence, which could expand
existing Mineral Resource Estimate by an additional 60 to 70Mt of
similar-grade material.
Progress in advancing the Atex Project in north-west Côte d'Ivoire:
· Expanded known lithium mineralisation 122% following first reverse
circulation campaign in March 2024.
INVESTOR PRESENTATION
Firering will provide a live Investor Presentation via Investor Meet Company
(IMC) on Thursday 3 September at 12.00pm BST. This is open to all existing and
potential shareholders; to sign up visit:
https://www.investormeetcompany.com/firering-strategic-minerals-plc/register-investor
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.investormeetcompany.com%2Ffirering-strategic-minerals-plc%2Fregister-investor&data=05%7C02%7Cisabel%40stbridespartners.co.uk%7C9200de12f0af40e8910208dcdbc60bbb%7C48b7268319d344289c4b73cf144d89ed%7C1%7C0%7C638626890889741249%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=Zp9bKvLRQNw5y3wOm6pOuTgcS1Xea6Op5CE4C6wlfnM%3D&reserved=0)
. Questions can be submitted pre-event via the IMC dashboard up until 9am the
day before the meeting, or at any time during the live presentation.
The Investor Presentation will be published on the Company's website from the
same time as the IMC presentation commences:
https://www.fireringplc.com/page.php?pID=203&page=Corporate_Presentation
(https://www.fireringplc.com/page.php?pID=203&page=Corporate_Presentation)
. No material new financial or other information will be provided.
CHAIRMAN'S STATEMENT
During the period, we have focused on advancing our quicklime asset in Zambia,
which presents immediate cash flow prospects and significant growth potential.
This strategic decision, driven by quicklime's strong alignment with the
robust copper market, will, we envisage, deliver considerable value creation
for our shareholders.
Since raising approximately £2 million at the end of May to acquire an
initial 10% stake in Limeco Resources Limited (Limeco), with the option to
increase it to 45%, and to fund the recommissioning and ramp-up of the lime
plant's operations, the pace of progress has been remarkable. Bolstered by an
estimated resource of 73.7 million tonnes (Mt) at 95.3% CaCO3 and a limestone
stockpile of 190,000 tonnes ready to initiate production, this exciting, fully
permitted project is on track to start phased production in Q4 this year.
At the time of our investment, the project was in an advanced stage having
seen historical investment exceeding US$100 million. However, ahead of
recommissioning, Limeco has spent the past few months enhancing the crushing
circuit to produce the ideal limestone size for the kilns and changing the
fuel source from heavy fuel oil to coal gasification to deliver more
economical heating energy. Concurrently, the on-site laboratory has been
recommissioned and testwork has begun with high purity levels of calcium oxide
(quicklime) achieved in line with the specifications required by our potential
off takers.
Importantly, even before the start of core quicklime production, Limeco is
generating positive operational cash flow with the sale of aggregate, which
commenced in October 2023, and a two-year logistics services revenue agreement
signed in early August 2024. Other ancillary revenue streams are expected to
come online in due course such as the sale of ash from the coal gasification
process to the cement industry.
Setting the stage for scaling Limeco's capacity to align with Zambia's
ambitious target to increase copper output to 3Mt by 2031, Limeco applied for
and was granted an additional exploration licence on 3 September 2024. This
new licence, located adjacent to its existing licence, will potentially
increase Limeco's significant Mineral Resource by 60 to 70Mt of similar-grade
material. This will enhance the project's already strong economic foundation,
which is currently based on the daily production of 600-800 tonnes of
quicklime, projected to sustain operations for around 30 years.
In addition to our quicklime asset, we made progress in advancing the Atex
Project in north-west Côte d'Ivoire, successfully expanding the known lithium
mineralisation by 122% following our first reverse circulation campaign in
March 2024.
Our ability to remain agile and seize opportunities has put us in a strong
position. Through strategic focus and disciplined execution, we are unlocking
significant value from our quicklime asset while advancing our lithium
project. The next few months will be pivotal as Limeco's project comes online
and is ramped up to full capacity throughout 2025 to become one of the largest
quicklime producers in the region.
I would like to extend my thanks to our shareholders for their ongoing support
and confidence in our vision and look forward to updating the market as we
reach key milestones in the coming months.
Youval Rasin
Non-Executive Chairman
*** ENDS ***
For further information visit www.fireringplc.com or contact:
Firering Strategic Minerals E: info@firering-holdings.com
Yuval Cohen
SPARK Advisory Partners Limited (Nominated Adviser) T: +44 20 3368 3550
Neil Baldwin / James Keeshan / Adam Dawes
Optiva Securities Limited (Joint Broker) T: +44 20 3137 1903
Christian Dennis / Daniel Ingram
Shard Capital Partners LLP (Joint Broker) T: +44 20 7186 9950
Damon Heath / Erik Woolgar
St Brides Partners Limited (Financial PR) E: firering@stbridespartners.co.uk
Isabel de Salis / Susie Geliher
Notes
Firering Strategic Minerals plc is an AIM listed resource company set to
commence commissioning its significant quicklime project in Zambia in Q4 2024
to produce 600-800 tonnes of quicklime per day along with ancillary products.
With over US$100 million in historical investment, the project is
strategically positioned to support the expanding copper producers in the
Zambian Copper Belt, which are currently reliant on imported quicklime from
South Africa. Additionally, the Company is advancing the Atex Lithium-Tantalum
Project in northern Côte d'Ivoire, an exploration project rich in lithium and
tantalum-niobium, with drilling results indicating significant resource
potential in this established mining jurisdiction.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
30 June 31 December
2024 2023
Unaudited Audited
Euros in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 160 297
Subscription receivables 627 -
Other receivables 42 43
Total current assets 829 340
NON-CURRENT ASSETS:
Other receivables - 637
Investment in Ricca 637 -
Investment in joint venture 2,326 2,142
Investment in Limeco 1,438 -
Property, plant and equipment 104 118
Total non-current assets 4,505 2,897
Total assets 5,334 3,237
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
30 June 31 December
2024 2023
Unaudited Audited
Euros in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables 65 166
Other payables 451 320
Capital note 170 174
Total current liabilities 686 660
NON-CURRENT LIABILITIES:
Accrued severance pay, net 8 8
Capital notes 653 622
Loan from non-controlling interest in subsidiary - -
Total non-current liabilities 661 630
Total liabilities 1,347 1,290
EQUITY:
Share capital 172 100
Share premium 10,417 7,801
Warrants 39 39
Accumulated deficit (6,347) (5,699)
Capital reserves (294) (294)
Total equity 3,987 1,947
Total liabilities and equity 5,334 3,237
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Six months ended Year ended
30 June 31 December
2024 2023 2023
Unaudited Audited
Euros in thousands
(except per share amounts)
Gain on earn-in arrangement - - -
Impairment of intangible assets - - (1,276)
General and administrative expenses (578) (564) (1,357)
Operating loss (578) (564) (2,633)
Financial expenses (52) (38) (86)
Loss before taxes on income (630) (602) (2,719)
Share of loss of joint venture 24 20 39
Taxes on income - - -
Net loss (654) (622) (2,758)
Other comprehensive loss - -
Total comprehensive loss (654) (622) (2,758)
Net loss attributable to:
Equity holders of the Company (648) (613) (2,413)
Non-controlling interests (6) (9) (345)
(654) (622) (2,758)
Total comprehensive loss attributable to:
Equity holders of the Company (648) (613) (2,413)
Non-controlling interests (6) (9) (345)
(654) (622) (2,758)
Loss per share (in Euro) - basic and diluted (0.01) (0.01) (0.03)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2024 (audited) 100 7,801 39 (294) (5,699) 1,947 - 1,947
Loss for the period (648) (648) (6) (654)
Issue of shares 72 2,593 - - - 2,665 - 2,665
Share based compensation - 23 - - 23 - 23
Reallocation of non-controlling interests - - - - - - 6 6
Balance as of 30 June 2024 (unaudited) 172 10,417 39 (294) (6,347) 3,987 - 3,987
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2023 (audited) 87 6,967 20 (51) (3,057) 3,966 - 3,966
Loss for the period - - - - (613) (613) (9) (622)
Issue of shares to employees and consultants - 90 - - - 90 - 90
Capital reserve arising from transaction with non-controlling interest in - - - (243) - (243) - (243)
joint venture
Balance as of 30 June 2023 (unaudited) 87 7,057 20 (294) (3,628) 3,200 (9) 3,191
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2023 (audited) 87 6,967 20 (51) (3,057) 3,966 - 3,966
-
Loss for the period - - - - (2,413) (2,413) (345) (2,758)
Issue of shares 11 726 19 - - 756 - 756
Share based compensation 2 108 - - - 110 - 110
Reallocation of non-controlling interests - - - - (229) (229) 345 116
Capital reserve (transaction with minority in joint venture) - - - (243) - (243) - (243)
Balance as of 31 December 2023 (audited) 100 7,801 39 (294) (5,699) 1,947 - 1,947
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended Year ended
30 June 31 December
2023 2022 2022
Unaudited Audited
Euros in thousands
Cash flows from operating activities:
Net loss (648) (622) (2,758)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Adjustments to the profit or loss items:
Depreciation 14 23 48
Impairment of intangible assets - 1,276
Accrued interest on capital note and on loan from non-controlling interest 31 35 70
Share based payment 23 - 20
Share of loss of joint venture 24 20 39
Changes in asset and liability items:
Decrease (increase) in other receivables - (3) (11)
Increase (decrease) in trade payables (46) 10 105
Increase (decrease) in other payables and capital note 127 (265) (81)
Net cash used in operating activities (475) (802) (1,292)
Cash flows from investing activities:
Investment in affiliate - (56) -
Investment in Limeco (1,437)
Investment in joint venture (208) - (351)
Net cash used in investing activities (1,645) (56) (351)
Cash flows from financing activities:
Issue of shares 1,983 - 756
Net cash from financing activities 1,983 - 756
Net change in cash and cash equivalents (137) (858) (887)
Cash and cash equivalents at beginning of period 297 1,184 1,184
Cash and cash equivalents at end of period 160 326 297
Supplemental disclosure of non-cash activities:
Issue of shares in payment of liability to employees and service providers 55 90 90
Subscription for shares received post balance sheet date 627 - -
Investment in Ricca 637 - -
Derecognition of liability to non-controlling interests upon impairment of 6 - 116
project
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
NOTE 1: - GENERAL INFORMATION
a. Firering Strategic Minerals PLC (the "Company") is a holding
company for a group of exploration and development companies set up to focus
on developing assets towards the ethical production of critical metals. The
Company was incorporated on 8 May 2019 in Cyprus. The address of its
registered office is Ioanni Stylianou 6, 2(nd) Floor, Office 202, 2003,
Nicosia, Cyprus.
In November 2021 the Company completed its Initial Public Offering and
admission to trading on the AIM, a market operated by the London Stock
Exchange.
The Company owns 75% of the issued share capital of Bri Coltan SARL ("Bri
Coltan") a company incorporated in Cote d'Ivoire. The principal activity of
the subsidiary is the exploration and development of mineral projects (in
particular, columbite- tantalite).
As more fully described in Notes 1, 6 and 19 to the 2023 annual consolidated
financial statements, the Company has an investment in a joint venture,
Marvella SA ("Marvella"), which was originally established as an SPV. The
Company is in the administrative process of implementing transfers to Marvella
of its investments in the following entities:
(i) 90% of the issued share capital of Atex Mining Resources SARL ("Atex") a
company incorporated in Cote d'Ivoire. The principal activity of Atex is the
exploration and development of mineral projects (in particular, lithium and
columbite-tantalite).
(ii) 51% of the issued share capital of Alliance Minerals Corporation SARL
("Alliance"), a company incorporated in Cote d'Ivoire. Alliance holds an
exploration license request at an area bordering Atex.
In November 2022 the Company signed an earn-in agreement with Ricca Resources
Pty Limited ("Ricca"), an Australian diversified minerals company to advance
the Atex Lithium-Tantalum Project and the adjacent Alliance exploration
licence (once granted). According to the agreement, Ricca will have the
exclusive right to undertake and fund at Ricca's sole cost the exploration of
the Atex Project and adjacent Alliance licence, which exploration is to be
undertaken through Marvella.
The Company holds 100% of the equity interest of Marvella as of the date of
the financial statements and will continue to hold the majority of the equity
interest until the completion of stage 4 of the earn-in period. However,
according to the shareholders' agreement signed with Ricca, the Company and
Ricca have joint control of Marvella. Accordingly, the investment in Marvella
is considered a joint venture which is accounted for using the equity method.
In August 2023, the Company together with Clearglass Investments Limited
("Clearglass"), a related party, signed an option agreement to acquire up to
33.33% of Limeco Resources Ltd ("Limeco"), the owner of a limestone project
located in Zambia. The Company will have the option to acquire up to 28.33% of
Limeco across two tranches for an aggregate amount of US5.1 million.
Clearglass is to pay a non-refundable US$500 thousand fee in exchange for
the option to acquire up to 5% of Limeco upon exercise of the option by the
Company. This amount is to made available to Limeco as a loan by the Vendors
of Limeco to bring the project into operation.
Limeco was initially established by another company which invested
approximately $US100 million in establishing the limestone quarry and
constructing the current lime plant. This investment was made via a
shareholder's loan to Limeco, and this loan remains outstanding to the
Vendors of Limeco.
In May 2024 the Company entered into a Share Purchase Agreement ("SPA")
together with Clearglass, a related party, with the Vendor (Kai Group Ltd).
The SPA replaces the option agreement entered into by the Company and
Clearglass in respect of Limeco on 16 August 2023. Pursuant to the SPA, the
Company will acquire a 20.5% interest in Limeco for US$3,550,000. The
consideration shall be payable to the Vendor in 3 instalments over the next 12
months as follows:
1. US$1,500,000 being payable no later than 30 June 2024 to acquire an
initial 10% interest;
2. US$1,016,667 payable no later than 31 December 2024 to acquire a
further 6.7% interest; and
3. US$1,033,333 payable no later than 30 April 2025 to acquire an
additional 3.9% interest.
Clearglass will receive 2.5% of the issued shares of Limeco upon completion of
the final payment due under the SPA as a result of the previous non-refundable
US$500 thousand fee paid under the prior option agreement.
The consideration of US$1,500,000 as described in (1) above was paid by the
company on 29 June 2024, accordingly the Company holds 10% interest in Limeco
The SPA includes the terms of the New Option, pursuant to which the Company
will be granted an option to acquire up to 24.5% of Limeco for an aggregate
consideration of US$4,650,000 shall be exercisable in 5 tranches between July
2025 and July 2026 as follows:
- an option to acquire a 6.4% interest no later than 31 July
2025 for a consideration of US$1,033,333;
- an option to acquire a 3.8% interest no later than 30 October
2025 for a consideration of US$620,000;
- an option to acquire a 5.5% interest no later than 30 January
2026 for a consideration of US$981,667;
- an option to acquire a 5.5% interest no later than 30 April
2026 for a consideration of US$981,667; and
- an option to acquire a 3.3% interest no later than 31 July
2026 for a consideration of US$1,033,333.
Clearglass will receive 2.5% of the issued shares of Limeco upon completion of
the final payment due under the New Option as a result of the previous
non-refundable US$500 thousand fee paid under the prior option agreement.
The New Option shall not be exercisable prior to the date falling 12 months
after the date of the SPA.
The Company shall be entitled to accelerate any payment/acquisition under the
SPA and New Option, in which circumstance the applicable payment shall be
reduced by reference to a discount rate of 10% per annum, calculated daily, up
to a maximum discount equal to what would be applied if a payment is made 4
months early.
In the event that the Company does not complete any payment due under the SPA,
or otherwise fails to exercise any tranche of the New Option, Clearglass has
agreed that it shall be responsible for making the relevant payment due to the
Vendor, or, if applicable, exercise the New Option, and acquire the applicable
Limeco shares in respect of that payment.
The Vendor will make up to US$4 million of the consideration paid to it under
the SPA and New Option available to Limeco as a shareholder loan to renovate
the kilns at the Project.
Upon completion of the SPA and New Option and assuming the Company settles all
the consideration under the SPA and the New Option, the Company will hold a
45% interest in Limeco, Clearglass will hold a 5% interest and the Vendor will
hold a 50% interest. However, if any payment is not paid when due under the
SPA (or under the terms of the New Option for the latest date by which the
various tranches are exercisable), there shall be a 21-day cure period to
remedy the missed payment, or the Vendor shall be entitled to terminate the
SPA and the New Option. Additionally, in such circumstances the Vendor shall
have the option to buy Limeco shares from Clearglass, up to a limit of a 5%
interest in Limeco (to the extent that such Limeco shares are held by
Clearglass). Additionally, in the event of a change of control of both the
Company and Clearglass, Clearglass will transfer 1 of the issued shares of the
Company to the Vendor such that upon completion of the SPA and New Option, the
Vendor holds a majority interest in Limeco.
b. Going concern:
Based on a review of the Group's budget and forecast cash flows including the
proceeds of the Placing described above, there is a reasonable expectation
that the Group will have adequate resources to continue in operational
existence and meet its obligations as they become due for at least a period of
twelve months from the date of approval of the financial statements. Thus, the
going concern basis of accounting has continued to be applied in preparing
these financial statements.
c. These financial statements have been prepared in a condensed
format as of 30 June 2024 and for the six months then ended ("interim
consolidated financial statements"). These financial statements should be read
in conjunction with the Company's annual financial statements as of
31 December 2023 and for the year then ended and accompanying notes ("annual
consolidated financial statements")
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of the interim consolidated financial statements:
The interim consolidated financial statements have been prepared in accordance
with IAS 34, "Interim Financial Reporting".
The accounting policies adopted in the preparation of the interim consolidated
financial statements are consistent with those followed in the preparation of
the annual consolidated financial statements, except as described in Note 3
below.
NOTE 3: - INITIAL APPLICATION OF AMENDMENTS TO FINANCIAL REPORTING
STANDARDS
a. Amendment to IAS 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of
Financial Statements" regarding the criteria for determining the
classification of liabilities as current or non-current ("the Original
Amendment"). In October 2022, the IASB issued a subsequent amendment ("the
Subsequent Amendment").
According to the Subsequent Amendment:
· Only financial covenants with which an entity must comply on or
before the reporting date will affect a liability's classification as current
or non-current.
· In respect of a liability for which compliance with financial
covenants is to be evaluated within twelve months from the reporting date,
disclosure is required to enable users of the financial statements to assess
the risks related to that liability. The Subsequent Amendment requires
disclosure of the carrying amount of the liability, information about the
financial covenants, and the facts and circumstances at the end of the
reporting period that could result in the conclusion that the entity may have
difficulty in complying with the financial covenants.
According to the Original Amendment, the conversion option of a liability
affects the classification of the entire liability as current or non-current
unless the conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are applied retrospectively
for annual periods beginning on January 1, 2024.
The Amendments did not have a material impact on the Company's interim
consolidated financial statements.
b. Disclosure of new Standards in the period prior to adoption:
IFRS 18, "Presentation and Disclosure in Financial Statements":
In April 2024, the International Accounting Standards Board ("the IASB")
issued IFRS 18, "Presentation and Disclosure in Financial Statements" ("IFRS
18") which replaces IAS 1, "Presentation of Financial Statements".
IFRS 18 is aimed at improving comparability and transparency of communication
in financial statements.
IFRS 18 retains certain existing requirements of IAS 1 and introduces new
requirements on presentation within the statement of profit or loss, including
specified totals and subtotals. It also requires disclosure of
management-defined
performance measures and includes new requirements for aggregation and
disaggregation of financial information.
IFRS 18 does not modify the recognition and measurement provisions of items in
the financial statements. However, since items within the statement of profit
or loss must be classified into one of five categories (operating, investing,
financing, taxes on income and discontinued operations), it may change the
entity's operating profit. Moreover, the publication of IFRS 18 resulted in
consequential narrow scope amendments to other accounting standards, including
IAS 7, "Statement of Cash Flows", and IAS 34, "Interim Financial Reporting".
IFRS 18 is effective for annual reporting periods beginning on or after
January 1, 2027, and is to be applied retrospectively. Early adoption is
permitted but will need to be disclosed.
The Company is evaluating the effects of IFRS 18, including the effects of the
consequential amendments to other accounting standards, on its consolidated
financial statements.
NOTE 4: - INVESTMENT IN JOINT VENTURE (MARVELLA)
Summarized financial data of the joint venture.
30 June 31 December
2024 2023
Unaudited Audited
Euros in thousands
Statement of financial position of joint venture at reporting date:
Current assets 218 203
Property, plant and equipment 54 82
Intangible assets 3,329 3,103
Current liabilities (28) (23)
Liability to non-controlling interest in subsidiary (224) (200)
Loan from Firering (2,632) (2,424)
Net assets 717 741
Equity:
Non-controlling interests 1,023 1,023
Equity attributable to equity holders of the joint venture (1) (243) (243)
Accumulated deficit (63) (39)
Total equity 717 741
Investment in joint venture 2,326 2,142
(1) In March 2023 Marvella exercised the remaining existing option
originally between Firering and Atex's shareholder and purchased an additional
13% of the issued shares in Atex and reached a total holding of 90% in Atex
for a total consideration of €259 thousand. According to the agreement with
Ricca Resources, Ricca paid €200 thousand and the balance of €59 thousand
was funded by the Company. Marvella recorded the difference between the total
consideration and the carrying amount of the non-controlling interest in the
amount of € 243 thousand as a charge to capital reserve in equity.
A copy of the Interim Report will be available shortly on the Company's
website www.fireringplc.com.
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