Empire Energy Group Announces Financial Report For Year Ended 31 December 2016

Announced Date :  Mar 20, 2017

Empire Energy Group Limited (Empire Energy Group) has announced the financial report for the year ended 31 December 2016.
Executive Chairman’s Review of Operations



- Revenue $14.5 million (2015: $18.2 million).

- Profit after Income Tax Income $16.5 million (2015: -$27.0 million).

- EBITDAX $3.8 million (2015: $6.0 million).

- Net tangible Assets US$36.1 million or US$0.10 cents per share.

- Underwritten rights issue for A$6.1 million announced 14 December 2016, currently being completed.


- As with the global upstream oil and gas industry, the Company’s USA operations traded within a difficult environment throughout the first half of 2016 with oil and gas prices at 20 year lows. Price improvements in oil and then gas from around the half year, along with a conservative hedging program enabled the Company to generate a positive result for the year.

- An individual oil well efficiency monitoring system implemented in mid-2015 was able to monitor individual oil wells on a daily basis based on spot oil price volatility. This enable critical production savings to be made throughout the 2016 year.

- With service costs at 15 year lows the Company is planning on drilling at least 6 to 8 gross wells over 2017. The first well to be drilled is expected to be spudded in Kansas is early April 2017. At least 6 gross drilled locations in Kansas have been prioritised with a further 4 to 6 in Kay County, Oklahoma.

- Gross oil production 194,000 Bbls (Net 123,000 Bbls) (2015: Gross 216,000 Bbls).

- Gross natural gas production 2.4 Bcf (Net 1.9 Bcf) (2015: Gross 2.2 Bcf).

- Net production 1,203 Boe/d (2015: 1,192 Boe/d).

- 2P Reserves 15.0 MMBoe, (2015:12.7 MMBoe) with 2P PV10 of $91.5 million (2015: $44.5 million).

- Outstanding hedges as at December 31, 2016 valued at $3.3 million.

- US$200 million credit facility extended to February 2019.


- In December 2015, the Company entered into a US$75,000,000 Farm-out agreement (“Farmout”) for the development of its Northern Territory (NT) assets with AEGP Australia Pty Ltd (AEGP) a company controlled by Mr Aubrey K. McClendon. In March 2016 Mr McClendon was tragically killed in an accident. The Personal Representative of the McClendon Estate has confirmed that that Estate will not continue with the Farmout. Refer to page 16.

- A Prospective Resource P(50) (“PRP(50)”) of ~2.1 billion Boe or ~12.0Tcfe was announced in February 2016 for the Company’s NT Assets. The PRP(50) covers approximately 5.5 million acres of the total 14.6 million acres held by the Company and with an average shale thickness of 330 feet. In most of the area reviewed, the shale thickness can be considerably thicker than that used for the PRP(50) estimate. (Refer to page 11 for definition of Prospective Resource)

- Over 2015/16 Imperial Oil & Gas Pty Ltd (“Imperial”) completed an extensive review of historical data which showed the Tawallah and McDermott Group of shales significantly extend the McArthur Basin tenements providing the possibility of adding very significant additional resources to the current PRP(50).


The Company maintains a small head office in Australia and manages the oil & gas production operations through its 100% owned USA subsidiary Empire Energy E&P, LLC (“Empire E&P”). The exploration program in the McArthur Basin, Northern Territory, is operated through its 100% owned subsidiary Imperial. 



The presentation of “EBITDAX” accounting, which is a non-IFRS or statutory financial measure, may therefore not be comparable to similar measures presented by other companies. Management have attempted to ensure that EBITDAX accounting presented is consistent with reporting by other similar E&P companies so a useful production and financial comparison can be made. The EBITDAX accounts, based on the production date, are not meant to reconcile to the statutory accounts as the latter have been prepared on an accrual basis (effective date). However, if the EBITDAX accounts are prepared on an effective date basis they can then be reconciled to the statutory accounts.

EBITDAX represents net income (loss) before interest expense, taxes, and depreciation, amortization, development and exploration expenses. Nonrecurring expenses have been included in EBITDAX. In summary, all revenues and operating expenses of the Company’s business are included in EBITDAX. All non-cash expenses, which may distort the presentation of operations as shown in the statutory accounts, have been either eliminated or reallocated and aggregated below the EBITDAX line.

In summary, we believe that:

• EBITDAX provides stakeholders with a much simpler and clear measure of our operating performance.

• EBITDAX is an important supplemental measure of operating performance because it eliminates items that have little bearing on our operating performance and so highlights trends in our core business that may not otherwise be apparent when relying solely on current statutory accounting and financial measures.

• EBITDAX is the material component of the covenants that are imposed on the Company under our credit agreements.

• Securities analysts and investors generally use EBITDAX (cash flow modelling) in the comparative evaluation of companies.

• Management and external users of our financial statements, rely on the use of EBITDAX to assess: • the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

• the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

• our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

• the feasibility and effectiveness of acquisitions and capital expenditure projects; and

• the overall rates of return on alternative investment opportunities.


The draw down on the Macquarie Bank Limited Credit Facility as at December 31, 2016 was $40.1 million (cf $39.4 million at Dec 2015) at an average rate of LIBOR+6.5%. Principal repayments made in 2016 and 2015 were ~$465,000 and ~$3.7 million respectively. Interest expense is estimated to average $220,000/mth over 2017. The Credit Facility expires on 17 April 2019.


Due to the risk/growth model implemented by Empire, a comprehensive hedging strategy has been adopted to ensure a reduction in commodity risk over the period that a major portion of debt financing is repaid. The portion of production hedged will naturally reduce as drill bit production comes on line or on the other hand increase as noneconomic wells are shut-in.

The fair value (marked to market) of combined oil and gas hedges in place as at December 31, 2016 was $3.3 million. Oil and gas hedge contracts were valued based on NYMEX Henry Hub and WTI forward curves at market close on December 31, 2016.


The Company’s reserves are reviewed annually by independent third party reserve engineers. The scope of the reviews is to prepare an estimate of the proved, probable and possible reserves attributable to Empire’s ownership position in the subject properties.

The quantities presented are estimated reserves and resources of oil and natural gas that geologic and engineering data demonstrate are “In-Place”, and can be recovered from known reservoirs.

- Oil prices are based on NYMEX West Texas Intermediate (WTI).

- Gas prices are based on NYMEX Henry Hub (HH).

- Prices were adjusted for any pricing differential from field prices due to adjustments for location, quality and gravity, against the NYMEX price. This pricing differential was held constant to the economic limit of the properties.

- All costs are held constant throughout the lives of the properties.

- The probabilistic method was used to calculate P50 reserves.

- The deterministic method was used to calculate 1P, 2P & 3P reserves.

- The reference point used for the purpose of measuring and assessing the estimated petroleum reserves is the wellhead.

- “PV0” Net revenue is calculated net of royalties, production taxes, lease operating expenses and capital expenditures but before Federal Income Taxes.

- “PV10” is defined as the discounted Net Revenues of the company’s reserves using a 10% discount factor.

- “1P Reserves” or “Proved Reserves” are defined as Reserves which have a 90% probability that the actual quantities recovered will equal or exceed the estimate.

- “Probable Reserves” are defined as Reserves that should have at least a 50% probability that the actual quantities recovered will equal or exceed the estimate.

- “Possible Reserves” are defined as Reserves that should have at least a 10% probability that the actual quantities recovered will equal or exceed the estimate.

- “Bbl” is defined as a barrel of oil.

- “Boe” is defined as a barrel of oil equivalent, using the ratio of 6 Mcf of Natural Gas to 1 Bbl of Crude Oil. This is based on energy conversion and does not reflect the current economic difference between the value of 1 Mcf of Natural Gas and 1 Bbl of Crude Oil.

- “M” is defined as a thousand.

- “MMBoe” is defined as a million barrels of oil equivalent.

- “Mcf” is defined as a thousand cubic feet of gas.

- All volumes presented are net volumes and have had subtracted associated royalty burdens.

- Utica shale gas potential resources have only been calculated for the region where drill data is available.

- Very few wells have been drilled into the Utica in Western NY and NW Pennsylvania. Estimates for GIP have been made were the few existing wells have been drilled. Empire holds additional acreage outside the current potential resource region. It is expected that as with shale characteristics, the shale formations will continue within the remaining acreage. The potential GIP should increase if more data was available.

- Reserve estimates have been prepared by the following independent reserve engineers:

- New York & Pennsylvania (Appalachia) and Kansas (Mid-Con) - Ralph E. Davis Associates, Inc.

- Oklahoma (Mid-Con) - Pinnacle Energy Services, LLC.

- Northern Territory - Muir & Associates P/L and Fluid Energy Consultants.

Net 2P Reserves: An updated Reserve Estimate was carried out as of December 31, 2016 at the NYMEX strip as at December 31, 2016. An updated summary of 2P Reserves is shown below. Total 2P reserves are 15.0 MMBoe. Approximately 4.5 MMBoe of 2P reserves are uneconomic at current oil/gas prices. Uneconomic reserves are mostly held by production and will be written back at higher gas prices.


Empire Energy Group Limited, through its 100% owned subsidiary Imperial Oil & Gas Pty Ltd (“Imperial”), secured 100% interest in 59,000 square km (14.6 million acres) of prospective shale gas exploration acreage, approximately equal to 75% of the entire petroleum prospective central depositional trough of the Proterozoic McArthur Basin. The McArthur Basin is an underexplored petroleum frontier basin.

- Over 2015/16 Imperial completed an extensive review of historical petroleum, mineral and water bore drilling and, where available, seismic and gravity data which showed the Tawallah Group of shales significantly extend within EP 184, EPA 183 and EP 187 in the McArthur Basin tenements. The study confirmed there is recognised source potential in the Tawallah Group units specifically within the McDermott and Wollogorang Formations as originally reported by Jackson et al (1987). A review has shown that historical core hole data identified shale source rock prospectivity in the Wollogorang and McDermott Formations of the Tawallah Group with live oil reported within the McDermott Formation in the GSD7 well drilled by BHP in 1995 (Brescianini and Brown 1995). The oil was described as coming from a 230 foot interval between 1800 and 2030 foot drill depth. This data was supported by mineral diamond drilling in 2014 that intersected 66ft of thick black organic rich shale intervals of the formation

in a near surface positon on a domal anticline in the southern McArthur Basin. The presence of this deeper hydrocarbon generation from these formations demonstrates the increased potential for hydrocarbons below the Barney Creek Shale in EP187 and previously considered barren regions of EP184.

- The work by Imperial has identified key correlations of interest across the Imperial tenements as the McDermott Formation with the Cottee Formation on the Arnhem Shelf and the Wollogorang Formation correlation with the McCaw Formation in the same area. This correlation may also include the Bonanza Creek Formation and the top of the Dhunganda Formation in the Walker Fault zone within EP(A) 180, 181 and 182. Importantly the McCaw Formation is generally considered to be 820 -1000 feet thick and locally up to 1300 feet thick. While the Cottee Formation is 1000 ft. thick and the Dhunganda Formation can be up to 1650 ft. thick.

- A PRP(50) has not been calculated for the McDermott formation, but total areas mapped are approximately 2,000,000 acres, with an expected net average thickness of around 400 feet and with projected TOC’s between 6% to 7% in the EP187, EP184 and EP(A)183 and EP(A)188. The correlation work over 2016 showed that the same Tawallah Group of shales (and/or equivalents) extend northwards, underlying the Barney Creek shale equivalents in EPA’s 180, 181 and 182, adding a further estimated 10,000,000 acres to the potential resource base. This has the possibility of adding very significant additional resources to the current PRP(50). A study undertaken by Imperial in 2016 shows that the Wollogorang Shales extend through EP 184, 187 and EPA 188 into the northern McArthur EPA’s 180,181 and 182. Utilising a geological discount factor of only 0.1 (discounted by 90%) a PRP(50) = 221 MMBoe (3.7Tcfe) was calculated for the known Wollogorang Shales within the Company’s tenements. 

- The Northern Territory Labor Party recently announced a review of fracking practices and procedures. While this review is being undertaken there will be no seismic or drilling done by Imperial.


During the financial year the principal continuing activities of the consolidated entity consisted of: The acquisition, development, production, exploration and sale of oil and natural gas. The Empire Group sells its oil and gas products primarily to owners of domestic pipelines and refiners located in Pennsylvania, New York and Kansas.

Reviewing new exploration, development and business opportunities in the oil and gas sector to enhance shareholder value.

The Company holds two exploration licences and five licence applications over 14.6 million acres in the McArthur Basin, in the Northern Territory. Work undertaken to date has shown this region to be highly prospective for oil and gas shale.


The consolidated net profit of the Empire Group for the financial year ended 31 December 2016 after providing for income tax was US$16,448,929 compared to a consolidated net loss for the previous corresponding reporting period of US$26,998,997.


The Directors have not recommended the payment of a final dividend.


There were no significant changes in the state of affairs of the consolidated entity during the financial period under review.


Except for information disclosed on certain developments and the expected results of those developments included in this report under review of operations, further information on likely developments in the operations of the consolidated entity and the expected results of those operations have not been disclosed in this report because the Directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.


1) In December 2015, the Company entered into a US$75,000,000 Farm-out agreement (“Farmout”) for the development of its Northern Territory (NT) assets with AEGP Australia Pty Ltd (AEGP) a company controlled by Mr Aubrey K. McClendon. The agreement included Imperial Oil & Gas’s 20% share of the Second Phase project funding. In March 2016 Mr McClendon was tragically killed in an accident. The Personal Representative of the McClendon Estate has confirmed that that Estate will not continue with the Farmout and in early 2017 AEGP and 

the Company agreed on the terms of a Termination Agreement for the Farmout. On 23rd January 2017 the Company signed the Termination Agreement and remains waiting for the return of the document from the McClendon Estate.

2) On 14 December 2016 Empire Energy Group Limited (the ‘Company’) announced a 11 for 5 pro-rata renounceable rights issue (‘Offer’) to raise approximately $6.1 million. The Offer was fully underwritten by 153 Fish Capital Pte Ltd (‘153 Fish Capital’).

The Offer closed on the 27 January 2017. Existing shareholders took up 236,538,079 new shares under the Offer. The shortfall to the Offer was 527,553,373 shares amounting to approximately $4.2 million (“Shortfall Amount”).

The Underwriter had forwarded to the Company Application Forms from Sub underwriters for a total of approximately $5.5 million (“Funds”) being approximately $1.3 million more than the Shortfall Amount. However, as of close of business on 17 February 2017 approximately $1.6 million of the Shortfall Amount had been received and shares have been issued.

On 23 February 2017 the Company placed an additional 37,750,000 shares to investors as part of the shortfall. The Company is working with 153 Fish Capital to facilitate the placement of the remaining shortfall shares being $2.2 million. The Company does not have the available issuance capacity under ASX Listing Rule 7.1 to place the shares equivalent to the Shortfall without seeking shareholder approval.

A General Meeting of the Company is being scheduled for the end of April 2017 with a date yet to be finalised as at the date of this report, to seek shareholder approval for the issue of 187,500,000 shares amounting to $1.5 million to place the remainder of the shortfall amount. The remainder of the shortfall will be issued under ASX Listing Rule 7.1 and 7.1A.

3) On 23 February 2017 the Company issued 17,693,153 shares to 153 Fish Capital Pte Ltd as a fee offset for the Offer.

Following the share issues mentioned above the issued capital of the Company is 835,470,109 fully paid ordinary shares.

There were no other matters or circumstances that have arisen since 31 December 2016 that has significantly affected or may significantly affect:

• the operations, in financial years subsequent to 31 December 2016, of the Empire Group; or

• the results of those operations; or

• the state of affairs in financial years subsequent to 31 December 2016 of the Empire Group.


Bruce William McLeod, B.Sc (Maths), M.Com (Econ) Age 64

Executive Chairman

Experience and Expertise

Mr McLeod has had extensive experience in the Australian capital markets. Over the past 22 years he has been involved in raising debt and equity capital for a number of resource, property projects and companies, as well as the takeover and rationalisation of listed and unlisted companies. Prior to this he spent 6 years with a major international bank, where he was Executive Director, responsible for the financial and capital markets operations.

Appointed a Director of the Company on 21 May 1996.

Special Responsibilities

Chairman of the Board – Chief Executive Officer and Member of Audit Committee

Other Current Directorships

Chairman of Anson Resources Limited.

Former Directorships in Last 3 Years


David Henty Sutton, B.Com ACIS Age 73

Non-Executive Director

Experience and Expertise

Mr Sutton has many years’ experience as a Director of companies involved with share broking and investment banking. He is the Executive Chairman and Director of Avalon Pacific Capital Pty Ltd (formerly Dayton Way Financial), a boutique financial services company focussing on the global resource sector.

Prior to his current roles he was a partner and director of several securities exchange member firms. He became a member of the Stock Exchange of Melbourne and subsequently Australian Securities Exchange Limited. Appointed a Director of the Company on 17 January 1997.

Special Responsibilities

Member of Remuneration Committee and Member of Audit Committee

Other Current Directorships

Sinovus Mining Limited, and Avalon Pacific Capital Pty Ltd (formerly Dayton Way Financial)

Former Directorships in Last 3 Years

Silver Mines Limited, EHG Corporation Ltd, Chairman Precious Metals Limited

Kevin Anthony Torpey, B.E., MIE Aus., CP Eng, FAusIMM, (CP) Age 77

Non-Executive Director

Experience and Expertise

Mr Torpey is a Chartered Professional Engineer and a graduate from Sydney University. Over the last 42 years he has been involved in the development of many diverse major projects involving oil, iron ore, aluminium, nickel, lead/zinc, uranium, magnesite, coal and gold, located locally and in Ireland and Indonesia.

Generally these projects have been associated with major companies such as Consolidated Goldfields, EZ Industries, Alcan, International Nickel, Tara Minerals Limited (Ireland), Noranda, Denison Mines (Canada), Toyota, Mitsubishi and Iwatani. For the last 20 years his association has mainly been as a corporate officer initially as Managing Director of Denison Mines (Australia) and then Managing Director of Devex Limited. Over the last few years he has acted as a consultant to a number of companies involved in mining projects and new technologies. Appointed a Director of the Company on 26 November 1992.

Special Responsibilities

Member of Remuneration Committee and Member of Audit Committee

Other Current Directorships

Non-Executive Director of Latrobe Magnesium Limited

Former Directorships in Last 3 Years



Rachel Ryan

Ms Ryan was employed in the Company’s Corporate Finances division in February 2006. She was appointed Joint Company Secretary on 21 July 2010 and assumed the role of Company Secretary on 31 July 2013. Ms Ryan also serves in the role of General Manager Operations.


Kylie Arizabaleta B.Bus (Acct) (Fin)

Financial Controller

Ms Arizabaleta was appointed to the position of Financial Controller in March 2012. Before joining Empire Energy Group Limited she worked in the private practice as an external auditor and holds over 8 years’ experience.

Dr John Warburton (FGS, MAICD)

Director, Imperial Oil & Gas Pty Ltd

Dr Warburton was appointed as an advisor to the Empire Energy Group in February 2010 and from March 2011 to March 2014 served as CEO of the Company’s wholly owned subsidiary Imperial Oil & Gas Pty Ltd. He continues as Non-Executive Director of Imperial Oil & Gas. A Geoscientist by profession, Dr Warburton has 34 years of technical and leadership experience in International Petroleum E&P including 11 years with BP and 4 years as General Manager Exploration & New Business for LASMO-Eni in Pakistan. Dr Warburton is currently Exploration & New Business Advisor to Oil Search Limited and is a Non-Executive Director of Senex Energy Limited.

Dr Warburton’s operated & non-operated petroleum expertise covers the Middle East, Central and East Asia, Africa, Pakistan, Europe, Australia, New Zealand and PNG. John has been involved in the discovery of commercial oil & gas fields in Pakistan, UK, Kazakhstan, Azerbaijan and PNG and he has published 30 internationally recognised technical articles with particular focus on petroleum systems in complex fold and thrust belts.

Dr Warburton has a First Class B.Sc. Honours Degree in Geological Sciences and a Ph.D. in Structural Geology. He is a Member of the Australian Institute of Company Directors, an Alumni of Cranfield Business School UK, a Fellow of the Geological Society of London and serves on the External Advisory Board at the Centre for Integrated Petroleum Engineering & Geoscience at the University of Leeds, UK.

Geoff Hokin MSc(Hons) Geology; MSc Geology; Dip Coal Geology; Dip Training & Assessment, Cert IV Bus Mgmt.; Cert IV TAA; IQA ISO9000 & ISO14000 BMP

Explorations & Operations, Imperial Oil & Gas Pty Ltd

Mr Hokin holds the qualifications of Master Science (Honours) in Geology and a Master Science Geology (exploration, and basin setting and analysis). He has 14 years’ experience as an exploration geologist in the unconventional gas and coal sectors with various senior geology roles with a number of companies including Armour Energy Limited, Metgasco Limited, and Arrow Energy Limited. Mr Hokin has extensive geological and executive management experience to Executive Director level in other operations. He also holds post graduate qualifications in Anthropology and Cross Cultural Psychology with a particular focus on the Australian Aboriginals of Arnhem Land and the Southern Gulf region of the Northern Territory Australia.

The audit committee comprises the full Board of Directors. Mr D H Sutton and Mr K A Torpey were members of the remuneration committee during the financial year.

Retirement, Election and Continuation in Office of Directors

Mr D Sutton is the Director retiring by rotation at the next Annual General Meeting in accordance with Article 50.1 of the Company’s Constitution and being eligible offers himself for re-election.


The Remuneration Committee reviews and approves policy for determining executives remuneration and any amendments to that policy. The Committee makes recommendations to the Board on the remuneration of Executive Directors (including base salary, incentive payments, equity awards and service contracts) and remuneration issues for Non-Executive Directors.

The members of the Remuneration Committee during the period were:

D H Sutton – Independent Non-Executive Chairman

K A Torpey – Independent Non-Executive

Executive Directors’ and Executive Remuneration

Executive remuneration and other terms of employment are reviewed annually and are based predominantly on the past year’s growth of the Empire Group’s net tangible assets and shareholder value, having regard to performance against goals set at the start of the year, relevant comparative information and independent expert advice. As well as basic salary, remuneration packages include superannuation and other bonuses and incentives linked to predetermined performance criteria. Executive Directors and executives are able to participate in an Employee Share Option Scheme.

Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the Consolidated Entity’s operations. Consideration is also given to reasonableness, acceptability to shareholders and appropriateness for the current level of operations.

Performance Based Remuneration

As part of the Executive Directors’ remuneration package there is a performance-based component, consisting of key performance indicators (KPIs). The intention of this program is to facilitate goal congruence between executives and that of the Empire Group and shareholders.

Performance in relation to the KPIs will be assessed annually, with bonuses being awarded depending on performance of the Empire Group over the past year. Following the assessment, the KPIs will be reviewed by the Remuneration Committee in light of the desired and actual outcomes, and their efficiency assessed in relation to the Empire Group’s goals and shareholder wealth.

Non-Executive Directors’ Remuneration

Remuneration of Non-executive Directors is determined by the Board based on recommendations from the Remuneration Committee and the maximum amount approved by shareholders from time to time. Non-executive Directors are also able to participate in an Employee Share Option Scheme.

The Board undertakes an annual review of its performance and the performance of the Board Committees against performance goals set. 

Service Agreements

Terms of employment with Mr B W McLeod (Executive Chairman) have been formalised in a service agreement. The terms of this agreement are as detailed below:

Terms of the agreement:

• Agreed management consultant fees of A$460,735 in 2016 to be reviewed annually by the remuneration committee

• Payment of termination benefits apply other than for gross misconduct

• Performance based incentive bonus based on annual performance set against key performance indicators

• Long term incentives occurring up on the monetisation of an asset, this long term incentive continues beyond term of the agreement

• Other benefits include provision of fully maintained motor vehicle and participation in the Company’s Director/Employee Share Option Plan

The terms of the agreement have been approved by the remuneration committee.

There are no other service agreements in place formalising the terms of remuneration of directors or specified executives of the Company and the consolidated entity.

PERFORMANCE RIGHTS During the 2013 financial year the Company issued 2,500,000 Performance Rights over fully paid ordinary shares in the Company as part consideration for the buy back of the minority interest equity holder in Empire Energy USA LLC. The minority interest holder also received 4,000,000 fully paid ordinary shares in the issued capital of Empire Energy Group Limited. The Performance Rights are exercisable at no cost under the following events:

- Lifting of the current moratorium on oil and/or natural gas fracking in New York State;

- If the Company sells, transfers or assigns all or substantially all of its property interest Chautauqua.

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