[ ] Registration statement pursuant to Section 12 of
the Securities Exchange Act of 1934
[X] Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934
WESTERN COPPER AND GOLD
CORPORATION
(Exact name of registrant as specified in
its charter)
British Columbia, Canada
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1000
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98-0496216
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(Province or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number (if
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Identification Number (if
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applicable))
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Applicable))
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15
th
floor 1040 West Georgia
Street
Vancouver, British Columbia V6E 4H1
Canada
(604) 684-9497
(Address and Telephone Number of
Registrants Principal Executive Offices)
DL Services Inc.
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-5448
(Name, Address (Including Zip Code) and Telephone Number
(Including
Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section
12(b) of the Act.
Title of each class
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Name of each exchange on which registered
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Common Shares, no par value
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NYSE MKT
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Securities registered or to be registered pursuant to Section
12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
None
For annual reports, indicate by check mark the information filed
with this Form:
[X] Annual Information Form
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[X] Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report:
94,965,602
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [
]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s.232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No
[ ]
FORM 40-F
PRINCIPAL DOCUMENTS
The following documents, filed as Exhibits 99.1 through 99.3
hereto, are hereby incorporated by reference into this Annual Report on Form
40-F of Western Copper and Gold Corporation (the Company or the Registrant):
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(a)
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Annual Information Form for the fiscal year ended
December 31, 2016;
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(b)
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Managements Discussion and Analysis of Financial
Condition and Results of Operations for the fiscal year ended December 31,
2016; and
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(c)
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Audited Consolidated Financial Statements for the fiscal
years ended December 31, 2016 and 2015.
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The Companys Audited Consolidated Financial Statements
included in this Annual Report on Form 40-F have been prepared in
accordance with International Financial Reporting Standards, as issued by
the International Accounting Standards Board. Therefore, they are not
comparable in all respects to financial statements of United States
companies that are prepared in accordance with United States generally
accepted accounting principles.
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1
ADDITIONAL DISCLOSURE
Resource and Reserve Estimates
The Companys Annual Information Form for the fiscal year ended
December 31, 2016, which is attached hereto as Exhibit 99.1, has been prepared
in accordance with the requirements of the securities laws in effect in Canada
as of December 31, 2016, which differ in certain material respects from the
disclosure requirements of United States securities laws. The terms mineral
reserve, proven mineral reserve and probable mineral reserve are Canadian
mining terms as defined in accordance with Canadian National Instrument 43-101
Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian
Institute of Mining, Metallurgy and Petroleum (the CIM) -
CIM Definition
Standards on Mineral Resources and Mineral Reserves
, adopted by the CIM
Council, as amended. NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects. The
definitions of these terms differ from the definitions of such terms for
purposes of the disclosure requirements of the Securities and Exchange
Commission (the Commission) and contained in Industry Guide 7 of the
Commission. Under Industry Guide 7 standards, a final or bankable
feasibility study is required to report reserves, the three-year historical
average price is used in any reserve or cash flow analysis to designate reserves
and the primary environmental analysis or report must be filed with the
appropriate governmental authority.
In addition, the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
defined in NI 43-101 and required by NI 43-101 to be used for disclosure of
mineral resources. These terms, however, are not defined terms under Industry
Guide 7 and are not permitted to be used in reports and registration statements
of United States companies filed with the Commission. Investors are cautioned
not to assume that any part or all of the mineral deposits in these categories
will ever be converted into reserves. Inferred mineral resources have a great
amount of uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis
of feasibility or pre-feasibility studies, except in rare cases. Investors are
cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of contained ounces
in a resource is permitted disclosure under Canadian regulations. In contrast,
the Commission only permits U.S. companies to report mineralization that does
not constitute reserves by Commission standards as in place tonnage and grade
without reference to unit measures.
Accordingly, information contained and incorporated by
reference into this Annual Report on Form 40-F that describes the Companys
mineral deposits may not be comparable to similar information made public by
issuers subject to the Commissions reporting and disclosure requirements
applicable to domestic United States issuers.
2
Certifications and Disclosure Regarding Controls and
Procedures.
(a)
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Certifications
. See Exhibits 99.4, 99.5, 99.6 and
99.7 to this Annual Report on Form 40-F.
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(b)
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Disclosure Controls and Procedures
. As of the end
of the Companys fiscal year ended December 31, 2016, an evaluation of the
effectiveness of the Companys disclosure controls and procedures was
carried out by the Companys management with the participation of the
Chief Executive Officer and Chief Financial Officer, who are the principal
executive officer and principal financial officer of the Company,
respectively. Based upon that evaluation, the Companys Chief Executive
Officer and Chief Financial Officer have concluded that as of the end of
that fiscal year, the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods
specified in Commission rules and forms and (ii) accumulated and
communicated to the Companys management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
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(c)
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Managements Annual Report on Internal Control Over
Financial Reporting
.
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The required disclosure is included in the Managements
Report on Internal Control Over Financial Reporting that accompanies the
Companys Consolidated Financial Statements for the fiscal year ended
December 31, 2016, filed as Exhibit 99.3 to this Annual Report on Form
40-F.
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(d)
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Attestation Report of the Registered Public Accounting
Firm
.
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This Annual Report on Form 40-F does not include an
attestation report of the Companys registered public accounting firm due
a transition period established by the Jumpstart Our Business Startups Act
of 2012 and transition rules established by rules of the Commission for
newly public companies.
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(e)
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Changes in Internal Control Over Financial
Reporting
.
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The required disclosure is included in the Managements
Report on Internal Control Over Financial Reporting that accompanies the
Companys Consolidated Financial Statements for the fiscal year ended
December 31, 2016, filed as Exhibit 99.3 to this Annual Report on Form
40-F.
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Notices Pursuant to Regulation BTR.
None.
3
Identification of the Audit Committee.
The Companys board of directors has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of
the Exchange Act. The members of the audit committee are: Robert Gayton, David
Williams, and Klaus Zeitler. The board of directors has determined that each
member of the audit committee is independent within the meaning of Section
803(A) of the NYSE MKT Company Guide and financially sophisticated within the
meaning of Section 803(B) of the NYSE MKT Company Guide.
Audit Committee Financial Expert.
The Companys board of directors has determined that Robert
Gayton, a member of its audit committee, qualifies as an audit committee
financial expert (as such term is defined in Form 40-F).
Code of Ethics
.
The Company has adopted a code of business conduct (the Code)
that meets the requirements for a code of ethics within the meaning of Form
40-F and that applies to all of the Companys officers, directors and employees,
including, without limitation, its principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions. The Code is available for viewing on the Companys
website, which may be accessed at
www.westerncopperandgold.com.
During the fiscal year
ended December 31, 2016, there was no amendment to the Code or waiver, including
an implicit waiver, from any provision of the Code.
If any amendment to the Code is made, or if any waiver from the
provisions thereof is granted, the Company may elect to disclose the information
about such amendment or waiver required by Form 40-F to be disclosed, by posting
such disclosure on the Companys website, which may be accessed at
www.westerncopperandgold.com.
Principal Accountant Fees and Services.
The required disclosure is included under the heading
Additional InformationAudit Committee InformationExternal auditor service
fees (by category) in the Companys Annual Information Form for the fiscal year
ended December 31, 2016, filed as Exhibit 99.1 to this Annual Report on Form
40-F.
4
Pre-Approval Policies and Procedures.
(a)
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All audit, audit related, tax and non-audit services to
be performed by PricewaterhouseCoopers LLP, the Companys external
auditor, are pre-approved by the audit committee of the Companys board of
directors. Before approval is given, the audit committee examines the
independence of the external auditor in relation to the services to be
provided and assesses the reasonableness of the fees to be charged for
such services.
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(b)
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Of the fees reported under the heading Additional
InformationAudit Committee InformationExternal auditor service fees (by
category) in the Companys Annual Information Form for the fiscal year
ended December 31, 2016, filed as Exhibit 99.1 to this Annual Report on
Form 40-F, none of the fees billed by PricewaterhouseCoopers LLP were
approved by the audit committee of the Companys board of directors
pursuant to the de minimis exception provided by Section (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
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Off-Balance Sheet Arrangements.
The Company does not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations.
($ Canadian)
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Payment due by period
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Contractual Obligations
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Total
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2017
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2018
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2019
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2020
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2021
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Thereafter
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Office Lease
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86,000
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86,000
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-
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-
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-
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-
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-
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Mine Safety Disclosure.
Not applicable.
NYSE MKT Statement of Governance Differences.
As a Canadian corporation listed on the NYSE MKT, the Company
is not required to comply with most of the NYSE MKT corporate governance
standards, so long as the Company complies with Canadian corporate governance
practices. In order to claim such an exemption, however, Section 110 of the NYSE
MKT Company Guide requires that the Company provide to NYSE MKT written
certification from independent Canadian counsel that the non-complying practice
is not prohibited by Canadian law. In addition, the Company must disclose the
significant differences between its corporate governance practices and those
required to be followed by U.S. domestic issuers under the NYSE MKTs corporate
governance standards.
5
The Company has included a description of such significant
differences in corporate governance practices on its website:
www.westerncopperandgold.com
. In addition, the Company
has included a description of such significant differences below:
Shareholder Meeting Quorum Requirement:
The NYSE MKT minimum quorum requirement for a shareholder meeting is one-third
of the outstanding common shares. In addition, a company listed on NYSE MKT is
required to state its quorum requirement in its bylaws. The Companys quorum
requirement is set forth in its Articles and bylaws. A quorum for a meeting of
shareholders of the Company is one person of the outstanding common shares
present or represented by proxy.
Shareholder Approval Requirement: The
Company will follow Toronto Stock Exchange rules for shareholder approval of new
issuances of its common shares. Following Toronto Stock Exchange rules,
shareholder approval is required for certain issuances of shares that: (i)
materially affect control of the Company; or (ii) provide consideration to
insiders in aggregate of 10% or greater of the market capitalization of the
listed issuer and have not been negotiated at arms length. Shareholder approval
is also required, pursuant to Toronto Stock Exchange rules, in the case of
private placements: (i) for an aggregate number of listed securities issuable
greater than 25% of the number of securities of the listed issuer which are
outstanding, on a non-diluted basis, prior to the date of closing of the
transaction if the price per security is less than the market price; or (ii)
that during any six month period are to insiders for listed securities or
options, rights or other entitlements to listed securities greater than 10% of
the number of securities of the listed issuer which are outstanding, on a
non-diluted basis, prior to the date of the closing of the first private
placement to an insider during the six month period.
Equity Compensation Plan Approval
Requirements: Section 711 of the NYSE MKTs Listed Company Guide requires
shareholder approval of all equity compensation plans and material revisions to
such plans. The definition of equity compensation plans covers plans that
provide for the delivery of both newly issued and treasury securities, as well
as plans that rely on securities reacquired in the open market by the issuing
company for the purpose of redistribution to employees and directors. The
Toronto Stock Exchange rules provide that only the creation of or certain
material amendments to equity compensation plans that provide for new issuances
of securities are subject to shareholder approval. The Company will follow the
Toronto Stock Exchange rules with respect to the requirements for shareholder
approval of equity compensation plans and material revisions to such plans.
6
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking.
The Company undertakes to make available, in
person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.
B. Consent to
Service of Process.
The Company has previously filed a Form F-X in connection with the
class of securities in relation to which the obligation to file this report
arises.
Any change to the name or address of the agent for service of
process of the Company shall be communicated promptly to the Commission by an
amendment to the Form F-X referencing the file number of the relevant
registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the
registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 23, 2017.
Western Copper and Gold Corporation
By:
/s/ Julien
François
Name: Julien François
Title: Chief Financial Officer
7
EXHIBIT INDEX
Exhibit
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Description
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99.1
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Annual Information Form for the fiscal year ended
December 31, 2016
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99.2
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Managements Discussion and Analysis of Financial
Condition and Results of Operations for the fiscal year ended December 31,
2016
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99.3
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Audited Consolidated Financial Statements for the fiscal
years ended December 31, 2016 and 2015
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99.4
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Certification of Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
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99.5
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Certification of Chief Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
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99.6
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Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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99.7
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Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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99.8
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Consent of PricewaterhouseCoopers LLP
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99.9
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Consent of Daniel H. Neff, PE, on behalf of M3
Engineering & Technology Corporation
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99.10
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Consent of Gary Giroux P. Eng.
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99.11
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Consent of Ken J. Brouwer, P. Eng., on behalf of Knight
Piésold Ltd.
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99.12
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Consent of Thomas Drielick, P.E.
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99.13
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Consent of Jesse Duke, P. Geo.
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99.14
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Consent of Michael Hester, F Aus IMM
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99.15
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Consent of Scott Casselman, P. Geo.
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99.16
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Consent of Jeff Austin, P. Eng.
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