Yamana Gold Q3 2007 Earnings Call Transcript

Nov. 8.07 | About: Yamana Gold (AUY)

Yamana Gold Inc. (NYSE:AUY)

Q3 2007 Earnings Call

November 8, 2007 11:00 am ET

Executives

Peter Marrone - Chairman and CEO

Chuck Main - SVP of Finance and CFO

Analysts

David Stein - Cormark Securities

Brian Christie - National Bank Financial

Rodney Stevens - Salman Partners

Anita Soni - Credit Suisse

Steven Butler - Canaccord Adams

Senthal Goslan

Barry Cooper

Robert McLeary

Robert Dunn

Operator

Good morning, ladies and gentlemen, and thank you forstanding by. Welcome to Yamana Gold's Third Quarter Earnings Call. At thistime, all participants are in a listen-only mode. Following the presentation,we will conduct a question-and-answer session. Instructions will be provided atthat time.

This conference call will contain forward-looking statementsthat involve a number of risks and uncertainties. Forward-looking statementsinclude, but are not limited to, statements with respect to the estimation ofmineral reserves and resources; the timing and amount of estimated futureproduction, cost of production; capital expenditures; future prices of gold andcopper, and timing of the development of new deposits; success of explorationactivities; permitting timelines; currency exchange rate fluctuations; requirementsfor additional capital; government regulation of mining operations; andenvironmental risks.

Forward-looking statements are based on the opinions andestimates of management as of the date such statements are made. Risk factorsare discussed or referred to in the company's Management's Discussion andAnalysis of Operations and Financial Condition and Annual Information Form.

Although the company has attempted to identify importantfactors that could cause actual actions, events or results to differ materiallyfrom those described in forward-looking statements, there may be other factorsthat could cause actions, events or results not to be anticipated, estimated,or intended. There can be no assurance that forward-looking statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated in such statements.

The company undertakes no obligation to updateforward-looking statements if circumstances or managements' estimates oropinions should change. Accordingly, participants are cautioned not to placeundue reliance on forward-looking statements.

I would also like to remind everyone that this conferencecall is being recorded and will be available for replay today at 1:30 pm. Thereplay number is 416-695-5800 or toll free 1-800-408-3053, both with the passcode3239999 followed by the pound sign.

I will now turn the conference over to Mr. Peter Marrone,Chairman and CEO. Please go ahead, sir.

Peter Marrone

Thank you for the introduction, and your attendance, gentlemenand ladies.

On the last quarter's conference call, we highlighted thedepth and breadth of our operations team at Yamana, and some of you have heardme say that it is our view that the scarcest resource in this industry is humanresource. And with the combination of the Yamana, Northern Orion, and MeridianGold that we've completed in this quarter, we've taken the human resources thatwe already had within Yamana, and supplemented those with the people that havecome to us from both Northern Orion and Meridian.

The new senior operating exploration and executive teams, aswell as the three Meridian Directors who have joined our Board, were announcedon October the 18th. And as a result of all of these activities and theseevents, we have now more than 5,500 employees in Yamana compared to the modest12 employees when we formed this company, just a little over four and a halfyears ago. And we have, certainly in my view, an unparallel depth ofmanagement. This includes approximately 130 geologists in this company, whowill be advancing our extensive exploration portfolio, and approximately that samenumber of mining engineers.

It's a good mix of talents with very little overlap, interms of operations, and in terms of geographical presence between principally Meridian and Yamana, andthe integration of the two groups. And we are pleased that this first and mostimportant phase of the transition and integration of our companies relating tothe combination of those companies, has been completed as quickly as it has,and as seamlessly as it has.

We undertook a task of creating a management and employeeplatform before our growth began, and before we embarked on our majoracquisitions. And we are pleased that our integration has added to that alreadyrobust human resource.

Now, one of the clear messages that we have communicated,beginning at our Analyst Day on October the 18th, and that we havecontinued to communicate over the past few weeks, is that the go-forward forthis company is organic growth. With the development of the robust pipelinethat we have ,and with the exploration opportunities that we have, we have nowseven producing mines in the company--including two major extensions of those mines--productdevelopment, and advanced exploration stage projects, and probably what is thebest exploration portfolio in all of Central and South America, with anexploration team, as I mentioned, of roughly 130 geologists dedicated to that explorationeffort so we’ll be able to take advantage of those opportunities, and with the seasoneddevelopment and operations team that's confident that building mines andoperating those mines.

We are results-driven management. Process is important, butit is also important to emphasize results. And that has been the success, certainlywhat I believe to be the success, for this company for the past four and half yearsof our existence. And that will continue to be the marker of that success goingforward into the future.

We develop strategic targets with the concurrence of therespective groups, and we then strive to deliver on those strategic targets. We'reentrepreneurial, and that is important that I emphasize that. Our view is thatthe success of a mining company depends on maintaining their entrepreneurialspirit, notwithstanding the fact that one becomes bigger as we have.

So, we are a large company today, but we plan to maintainthat entrepreneurial spirit that has driven the success of this company. Andwith a focus on the Americas,that's what we know, and we like the geographical and geopolitical friendlinessthe industry, and mining that comes from the places in the Americas thatwe operate. It's where we believe we can make a difference. Part of our plan isalso to be in areas where there is developed infrastructure. And that adds to awhole host of benefits, including capital costs that are more manageable andmodest by comparison to some other situations.

So, in addition to announcing the new combined team onOctober the 18th, we also unveiled a strategic growth plan and target forreaching a sustainable level of 2.2 million ounces of gold production by 2012. That'sfocused entirely on organic growth, the plan initially targeting 1.2 millionounces of production in 2008, and progressively increasing 1.5 million ouncesby 2009, and then progressively from there to 2.2 million ounces by 2012. Productionto these levels will be differently driven from enhancements, expansions,improvements and development of existing assets.

Exploration successes, again from that robust explorationportfolio, that highly confident and large exploration team, and if I maymention, a $75 million exploration budget per year, will add and supplement tothese levels. Specific aspects of the strategic plan include sustainability ofproduction; low-cost production, both before, and particularly after, byproductcredits; focus on growth and resources production--that's important for a miningcompany--but equally for any company; our focus on growth in cash flow andearnings, and our cash flow and earnings on a per share basis; also organicresource and production growth from development of existing projects andfurther exploration efforts from our extensive portfolio of explorationconcessions in the Americas; focus on locations that are friendly to industry, asI mentioned, and mining in particular, with mining category culture in history;and underpinning our efforts; our three principle jurisdictions, perhaps four, butthe two principle jurisdictions in which we operate being Chile and Brazil,which are not only mining currently, but have significant mining history andmining pedigree. Adding to that, then, would be our efforts in Argentina, and then, in Mexico.

We focus in areas with developed infrastructure on programswith manageable and modest capital costs. As I mentioned before, results drivento exploration, development and construction and operations, and also ensuringthe priorities given to sustainability--and sustainability comes in many, manyforms--environmental friendliness, community health and safety issues, focusingon government community and social relations. And we believe that that goodwillin the places that we operate will give us that social license for furtherdevelopment of other projects that develop with that organic growth.

And as I mentioned, Yamana has seven producing mines--two ofwhich are undergoing expansion, five development stage properties, and anextensive exploration portfolio, with a target number of 2.2 million ounces by2012. And some of the principal components that underpin that target includeincreasing the sustainable gold production at Chapada, with plant capacityincreases; increasing production at El Penon ,with modest plant capacityincreases; selling improvements, along with the development of the newly discoveredBonanza vein; increasing production at Jacobina, largely from the developmentof new mines--as you may be aware, Jacobina is a complex of mines with a commonplant; and focusing on these new mines, principally Canavieiras and Morro doVento where we have a large portion of our resource, and upgrading thatresource to proven and probable reserves, and where the grade is meaningfully higherthan where we're mining today, is Joao Belo; beginning production at Gualcamayo,and then increasing that from our baseline from open pit operations, and ultimatelymoving to this incredible potential at QDD Lower West, which is the potentialunderground area that we are now further exploring; increasing production atMinera Florida in Chile with quite capacity increases; developing Mercedes inMexico, with a target date for production of 2010; developing C1 Santa Luz inBrazil, with a target date for the feasibility study by the end of this yearand production in 2009; develop the Jeronimo project, pursue an expansion ofwhat is today a small mine in Central America but a platform for expansions to90,000 ounces per year, and then using that as a platform for furtherexploration of an area that is relatively under explored and where we have an extensiveexploration package; modest mining method enhancement at Sao Francisco toincrease production and continued development effort at Sao Vicente, La Pepaand Amancaya.

Ultimately, we have to demonstrate return to shareholders inmore than from production growth alone, as you've heard me say before. And fromthat, we believe the cash flow and earnings is as important as production, and inthe ground resource growth. I hope you'll agree with me, we've continued todemonstrate the importance of financial performance on a quarter-by-quarterbasis.

Last year, we were not an earnings company, and we were notgenerating the robust cash flow that we're generating this year. At thebeginning of the year, we were not. And during the third quarter of this year,our third full quarter with full operations at Chapada and Sao Francisco, inparticular, we realized an increase in quarter-over-quarter revenue of approximately300% over the comparative quarter, and 9% from the immediately prior quarter;mine operating earnings of $125 million; cash flow from operations of $105million or $0.30 per share; adjusted after-tax earnings of almost $72 million,or $0.20 per share; cash cost containment at our major mines, both before andafter byproduct credits; increase in operating margins on our gold production,as Chuck will go through in greater detail in a few moments; increase in goldproduction quarter-over-quarter, and increase in revenue quarter-over-quarter.

We have consistently said that we would deliver consistentfinancial performance in terms of cash flow and earnings at the beginning of2007, and I hope we can say to you with some confidence and comfort that wehave demonstrated that. And that's the hope that we'll continue to achieve.

Yamana delivered one of the best returns on invested capitaland return on investment in the industry, and we plan to continue to deliverstrong cash flow, earnings and returns for shareholders, along with growth inunderground resources and growth in production, at the same time, to the advancementof these developments efforts, and ultimately taking, as I mentioned, that 2.2million ounces of sustainable production from 2012 on.

So, from a baseline of under 1 million ounces pro forma thisyear from this combination, to 1.2 million ounces imminently in 2008--we'realmost into 2008--and then growing on a step-up basis to 2.2 million ounces by2012,a and thereafter. All of our growth comes from gold, all of ourexploration relates to gold. And we're fully leveraged to gold and the goldprice.

Seven mine product development stage projects, an exceptionalexploration package fully funded in all of our operations, strong cash positiontoday, with a growing cash balances as a result of the robust cash flow thatYamana continues to deliver--we have all of the assets in place to achieve thatgoal.

And with that, perhaps, if I can turn it to Chuck for themore specific results for the quarter.

Chuck Main

Thank you, Peter. Good morning and welcome to everyone.Peter has already given an overview of our very strong production and financialresults.

On the last call, I talked briefly about the high qualityand hardworking Yamana staff. I'm glad to report that we have made asignificant addition to that team by virtue of the team that is joining us fromMeridian. Whenwe first went to Reno,we were definitely impressed with the high quality team there. We look forwardto working side by side.

The third quarter saw the company realize various newfinancial records, including revenue, operating profit and cash flow. Theyear-over-year increases in operating profit and cash flow are extremely strong,and we made positive progress Q3 over Q2. The adjusted earnings of $71.5million after-tax, and sales of $200 million for the quarter, were milestonesthat continue to reflect the benefits of our organic and acquisition growth. Ouryear-to-date revenue now exceed the $0.5 billion level.

Excellent progress has been made on the production front forthe third quarter, with quarter-over-quarter gold production increase of 9%. Goldproduction quarter-over-quarter increases were 13% at Chapada, 51% at Jacobina,26% at Fazenda Brasileiro. Concentrate production at Chapada was up 9%.

And we've added a new line to the Sao Francisco mine statistic charts, called full recovery rate. Thefull recovery rate of 77% reflects the rate we are achieving for heap leachpads that have needs for the full extraction cycle. The recovery ratepreviously disclosed is a calculation of gold recovered, provided by goldplaced on the heap leach pads. That calculation does not take into account thesix-month leach cycle at Sao Francisco andfuture amounts of gold we'll recover.

Cash flow from operations before changes in working capitalwas about $105 million, representing an increase of 15% over the second quarter,and 618% over the comparative year quarter. There are various overviewed pointsthat affect the financial statements. The income statement and productioninformation includes revenue for full quarter for our five mines.

The prior quarter, Q2 2007, reflects the results ofoperations at six mines -- as Fazenda Nova sixth mining in the second quarter,although there were 500 residual allowances recovered from Fazenda Nova in thethird quarter. The corporation, in third quarter 2006, includes the results forthe same mines, excluding Chapada, and had two months of production at Sao Francisco, which commenced commercial production onAugust 1st, 2006.

On adjusted earnings, we have adjusted for the same itemsthat we have in the past. The most significant adjustment is to add back the $50million non-cash unrealized loss on the mark-to-market on the copper forward contracts.This represents 82% of the adjustment items. It is an important point that,although the contracts commercially achieved the objective of hedging the copperprices, an accounting anomaly does not allow us to use hedge accounting, asthere are two metals in the concentrate. We continue to review the merits ofthis anomaly.

If hedge accounting was permitted, the mark-to-market losswould not appear in the income statement. We believe that adding themark-to-market loss back more accurately portrays the economic substance. Forthis reason, and because it is unrealized as a non-cash item, it is areconciling items in determining our adjusted earnings.

The net earnings for the current quarter was $30 million, andfor the comparative period last year, it was a loss of $12 million, providing ayear-over-year improvement in quarterly earnings of $42 million. We pay particularattention to cash flow generation as a measure and indicator of value creationgoing forward. The cash flow from operations prior to working capital movementswas $105 million, or $0.30 per share, in the third quarter. This represents anincrease of 15% over the second quarter level. We consider this to be a majoraccomplishment.

Our operating margin, excluding depreciation per ounce, forthe third quarter has increased to $1,100 per ounce, a 9% increase over thesecond quarter this year. Therefore, we have been able to increase our cashmargin per ounce during the quarter despite pressures on our cost structure dueto higher price commodity inputs and the impacts of the exchange rate.

Our realized gold sales price per ounce was $686 per ounce--roughlyequivalent to what it was in the second quarter. Our realized copper price forthe quarter was $3.54 per pound, with current spot prices around $3.26 perpound.

Cash cost per ounce of gold produced after byproduct creditsdeclined a negative $339 per ounce. A significant decrease in cash cost were achievedat Fazenda Brasileiro, where costs decreased 16% quarter-over-quarter.

A portion of operating cost at Jacobina starting in August are no longer beingcharged for the sill pillar failure account. With production continuing toramp-up to normalized levels, the unit cost at Jacobina will be on the declinein the fourth quarter. The unit cost will also be favorably impacted by theincreasing quantities of ore grades from Canavieiras in the fourth quarter. Theblended ore grade in the fourth quarter is expected to be approximately 2%, 2grams per ton.

Theoperating margin loss for Jacobina in the second quarter of approximately $3million has now reversed to a small operating profit in the third quarter, andfuture profitability improvements are expected at Jacobina. Ourtreatment charge per ton of concentrate gold at Chapada was $77 per ton, andthe copper refining charge was approximately $.077 per pound of copper sold.These levels will vary in particular quarters, depending on the customer mix.

We continued investing for the future with total capitalexpenditures of $63 million, which included $14 million on mine construction,and $9.3 on exploration. Significant capital expenditures by mine includes $23million at Jacobina, reflecting progress on the expansion plan at Jacobina, and$18 million at Gualcamayo, reflecting construction and exploration value-addingactivities.

The current reais hedge group is at R$195 million over athree-year period, and an exchange rate of 2.316 to 1. The year-to-date gain onthe currency hedge was approximately $19 million, of which $1.2 million istreated as other comprehensive income.

A couple of comments on the tax expense. The overallprovision rate was 33% for the current tax provision, of which 28% is relatedto deferred taxes. It should be noted that 12% of the effective tax raterelates to unrealized exchange gains on the intergroup debt never has beenrealized. The tax rate excluding this gain on the intergroup debt was 20.5% forthis quarter.

We have commenced the implementation of a globalrestructuring plan in order to minimize the annual global effect of tax rate; therestructuring plan will be completed by the end of the year. The full impact ofthis plan will be realized in 2008.

Our balance sheet continues to be strong, with $67 millionin cash at quarter end, along with accounts receivable of $130 million, ofwhich additional cash of $79 million was collected, subsequent to the quarterend. As at the quarter end, there was no long-term debt.

Subsequent to the quarter end, $700 million was drawn downon our acquisition facilities relating to the Meridian and Northern Orion acquisitions.This debt bears interest at LIBOR, plus a margin of 135 basis points for sixmonths. After six months, the margin reduces by a reference to a grid based ondebt to EBITDA. We expect that the margin will be approximately 95 basispoints. Three months LIBOR is currently at 4.9%, so overall, the interest ratewill be in the range of 6% to 6.25%.

Looking forward to accounting for Meridian,Northern Orion in the fourth quarter, it should be noted that Meridian will be treated as a multi-stepacquisition; we expect to own 100% by year-end. However, there will be aminority interest in the earnings relating to Meridian in the fourth quarter. Our interestin Meridian Gold's earnings as of October 15th will be 78% thereof, untilNovember 2nd. At that date, our interest in their earnings will be 90%, until100% ownership level is reached. Amalgamation with Northern Orion occurred onOctober 13th, and we have 100% interest in Northern Orion from that date.

Meridianhas filed its third quarter report, and it's available on SEDAR. Northern Orionwill not be filing a third quarter report. Key statistics for Northern Orionfor the third quarter are, in millions of dollars, equity in earnings of Alumbrera,of $19.1 million, net earnings $20.7 million, cash flow from operatingactivities $25 million, copper production of 6.2 million pounds and goldproduction of 22,000 ounces. The Alumbrera cash distributions received for thenine months were $80 million, of which $24 million was received in the thirdquarter.

Pro-forming the amount of common shares will be as follows.It was 356 million shares outstanding at September 30th on the 78% take-up. OnOctober 12th, we had another 179 million shares. Another 24 millionshares on the 12% take-up, takes us to 90%. And we'll be issuing another $23million on when we take-up the remaining 10%. We issued 84 million shares for NorthernOrion, and therefore, the pro forma shares outstanding will be 666 million.

For accounting purposes, the purchase price of Meridian will beapproximately $3.2 billion with $1.8 billion as the purchase price discrepancy.The purchase price allocation will be assessed and the preliminary script willbe available at year-end. We anticipate a significant portion being allocatedto mineral properties and a small allocation to goodwill, although this issubject to more detailed analysis. The total purchase price for Northern Orionis anticipated to be approximately $1.3 billion, with a purchase pricediscrepancy to be allocated of approximately $465 million.

With that, I'll now turn the call back to Peter.

Peter Marrone

Thanks very much, Chuck. I want to leave you with somemessages before entertaining questions. As you know, I am a Yamana shareholderand I strongly believe that there is incredible value and upside to our stockprice. Last quarter, I noted that there are other gold companies that showcomparable profiles, financial profile than ours and those companies that aretrading at prices per share at multiples where Yamana is trading. And so, forthe benefit of the shareholders in this company that have been patiencethroughout this transaction, and as a shareholder myself, I hope I canconfidently say to you that it is only now a matter of time.

Now, what I have referred to as the transaction noise surroundingthis transaction is dissipating, there is no reason why Yamana should be tradingat a level that it is trading at given the financial performance in particularthat we've demonstrated over this quarter, and quarter-by-quarter. Yamana'strading based on our estimation, a low cash flow multiple compared to peers, alow earnings multiple compared to peers, and a low multiple compared to netasset value. And which doesn't account for the eminent value enhancement eventsthat include: our resource estimate and feasibility study at C1 Santa Luz bythe end of the year; our resource estimate at Mercedes in the first quarter ofnext year followed by our feasibility study at the end of that year; ourresource estimate at each of Jeronimo, Millo, La Pepa, and Amancaya early nextyear.

Continued advancement of Agua Rica, and capitalizing in its truevalue potential, particularly in light of recent comparable transactions whichwould place a significantly higher value on this project than what we hadassumed when we purchased Northern Orion, continued evaluation of ourdevelopment work at the Bonanza vein at our El Penon mine--where at present, wedo not have a published resource estimate, although it shows high grade andscale—suffice it to allow us to say to you that we have a target productionlevel of 500,000 ounces of gold equivalent per year from that El Penon mine,which is a significant increase over the current production level, and also, ofcourse, the upside that comes from our advanced exploration efforts.

These are short-term and intermediate events, but we believewe will increase our value. And in the meantime, we plan to continue to deliveron our current and plant operational and financial performance. We haveconsistently indicated that our mines will deliver robust operationalperformance, earnings and cash flow and returns for shareholders, and they aredoing so. And I believe that they will continue to do so. And so, I believethat the Yamana share price will appreciate and begin trading at levels thatare reflective of the strength and significant growth potential of this company,as reflected in the current performance from the quarter that we justcompleted.

And finally, I'd like to say, on behalf of this entireteam--I'd like to thank our shareholders for the continued support andencouragement during the past several months, as we completed thesetransactions, and I'm confident in being able to deliver some strong evenstronger performance going forward with the completion of these transactions.

And with that perhaps that we can now open up the floor toquestions.

Question-and-AnswerSession

Operator

(Operator Instruction) Our first question is from DavidStein of Cormark Securities. Please go ahead.

David Stein - CormarkSecurities

Thanks, good morning, and congratulations on the quarter; itlooks pretty good. First, I wanted to ask about the hedge accounting. You havea realized accounting, or realized hedge loss, of $9 million, Now if Iback-calculate some of your revenue line, the copper that…realize, copperprice…I am getting $339 a pound, and should I take that $9 million divided byyour production and put that, as well, to get the real realized price? Is thathow the accounting works?

Chuck Main

The other factor that I think you need to include, is thatin the revenue line, we got the treatment in refining costs. So, I think thatneeds to be taken into account,t the hedge being—are--losses, are not showingup either in the revenue line.

David Stein - CormarkSecurities

Yeah, right, I figured that out. And would you guys considerreporting a realized price of copper in the future, anything like you don'treport it?

Peter Marrone

No, we'll certainly look at that, David. I don't see anyreason why we wouldn't report a realized price of copper, and by realized priceof copper, to be clear, you're saying after deducting treatment and refiningcosts.

David Stein - CormarkSecurities

Yeah, and after hedging, is all.

Peter Marrone

Yeah, fair enough. We'll certainly consider that. I think Isee your point. I think, show the after hedge, and after TC/RC impact on our copperproduction.

David Stein - CormarkSecurities

Right, because the other thing is the timing of sales where theconcentrate can affect that number, as well, so?

Peter Marrone

There is an element of complexity to it, as all companies haveproduced concentrate, we'll tell you, and part of the reason for it is becauseof the method in which payments occur, with a provisional payment and thenfinal payment that is made. And often, that final payment is made during whatis referred to as, a quotational period, and that quotational period can beanything from two months to four months. And so, there is an element of furthercomplexity to it, is that we'll get some thought how the property reports, andwe may be in the position to be able to do it on the production basis, and alsoon a cost of copper sold basis, as well.

David Stein - CormarkSecurities

Okay, great, thanks. Second question: on the unrealizedmark-to-market thing in these financial statement, you thought, if I look atthe balance sheet and take your derivatives liability with that, will that onlybe covering the copper, or does that also include your reais hedges, as well?

Chuck Main

Yes, it also includes the reais hedges.

David Stein - CormarkSecurities

Okay. And so your $51 million unrealized numbers, does thatinclude reais related hedging?

Chuck Main

No, that’s on the copper.

David Stein - CormarkSecurities

That’s only copper. Okay.

Peter Marrone

What we are trying to show, David, is the impact if we wereable to get, as you further say, before the economic impact has a hedge. Butcompanies have produced concentrate and don't produce just the base metal, justthe copper and gold separately. It's difficult under accounting rules to gethedge accounting, and so what we are trying to assure the impact of, if onewere able to get hedge accounting, because truly, that’s the economic impact ofthis, but accounting rules don’t get up to that point. So, there is an impacton the mark-to-market, so we are adding back only the mark-to-market impact onthe copper, not on the real hedge.

David Stein - CormarkSecurities

Right, and I personally hate that rule, and I've beendealing with it for year now, for what its worth. But, if we know the number,that you are actually marking-to-market in the copper, then you might be ableto make an attempt at estimating it next, because next quarter, the copperprice is trading, you are going to be looking at a positive mark-to-market, Iwould assume. So, in any case if you want to semi it out later, split it outbetween more -- what is the actual liability on the balance sheet for copperonly versus the reais, that would help I think?

Peter Marrone

We consider that separately, yes.

David Stein - CormarkSecurities

Okay. And, finally…

Chuck Main

Just on the reais, we are getting hedge accounting there.So, the benefit of that hedge is showing up in the operating cost line.

David Stein - CormarkSecurities

Okay. Finally, your G&A in the quarter, it wasn't out ofline from the previous quarter, but I am wondering, now that your Marine dealis out of the way, will that start to go down either in Q4 or Q1 or is the $11million a quarter going forward, is that what we should be expecting?

Chuck Main

There is a little bit of noise in that number relating tothe transaction, but not substantial, in dollar terms. So, I think that thereis some reduction that will happen as a result of not having the ongoingtransaction, but it will be smallish in nature or it's not too far tocorrelate.

David Stein - CormarkSecurities

Okay. Thank you very much.

Peter Marrone

Thanks, David.

Operator

Thank you. The following question from Brian Christie ofNational Bank Financial. Please go ahead.

Brian Christie -National Bank Financial

Yeah, good morning, guys. Just couple of quick ones. Chuck,you alluded to -- you're kind of restructuring your taxes. Just wondering ifyou can give us a ballpark 2008 tax rate? And then Peter, I am wondering ifwe've got kind of number out there for the cost of both the Northern Orion and Meridian transactions?

Chuck Main

On the tax rate, as operationally now, we were runningeffective at 25% tax rate. And then, what we have quarter, is we haveadjustment to that, that reflect kind of the non-recurring activities that cantake it up or down, and the overall rate including differed taxes is 33%. So,the new international structure has the objective of reducing that 25%operational rate down. We are hoping to pick up 2-3 percentage points from that25% level. But we will continue to get the ups and downs from thenon-operational items that do affect the tax provision rate.

I think I mentioned, in respect to the total purchase price,that Meridianwould be in the neighborhood of $3.2 billion, and Northern Orion total purchaseprice will be approximately $1.2 billion.

Brian Christie -National Bank Financial

Yes, that was great.

Peter Marrone

Brian, so you were asking a question.

Brian Christie -National Bank Financial

The ancillary fees, Peter, like what are we going to see as chargesfor investment banking fees, etcetera, for the transactions?

Peter Marrone

Yes. The Meridianhas in its financial results included a number for its transaction cost to theend of the quarter. So, including those numbers, we are expecting, in terms oftotal transaction costs, and we are just calculating these, Brian--so bear withus--we are expecting approximately in the range of about $120 million-$140million. That includes change of control numbers, as well.

Brian Christie - National Bank Financial

Yes.

Peter Marrone

So, that would be the range that we would expect in, and myinclination would be to go towards that higher end, closer to $140 million aswe calculate the totality of it. How we treat it from an accounting point ofview, we are now determining.

Brian Christie -National Bank Financial

Okay, great. Thanks, Peter.

Operator

Thank you. The following question is from Rodney Stevens ofSalman Partners. Please go ahead.

Rodney Stevens -Salman Partners

Hello there. Just quickly, the fees of the transaction. Doyou expect to report that in Q4, or by year-end, or is that something that'sgoing to be in next year?

Peter Marrone

I will leave it to Chuck, just to go through the detail ofit, Rodney. But my recollection for your benefit is that Meridian did report some of those transactioncosts that I have referred to in its quarterly results for Q3. Chuck, did youwant to supplement that?

Chuck Main

Yeah. Those will all be paid primarily in the fourthquarter, and we will be treating those as part of the purchase priceconsideration for Canadian GAAP. We need to look at the US GAAP treatments andfor the US GAAP reconciliation that could be in the P&L.

Rodney Stevens -Salman Partners

So likely in the year-end report?

Chuck Main

Yes.

Rodney Stevens -Salman Partners

Okay. And I presume you are going to continue to expense allyour explorations?

Chuck Main

It is something that we are going through a complete reviewof all the accounting policies across the group as part of our transitionmeasures. So that one, is there is a clear difference between what we do andwhat Meridiandoes. So, we will be reviewing that during the fourth quarter as part of ourreview of making sure that all the accounting policies are consistent betweenthe three companies that are combined?

Peter Marrone

Just to be clear for the benefit of the people on the call,Rodney. As you are aware, we capitalized our exploration expenses, whereas Meridian had historicallyexpensed those numbers, and what Chuck is referring to is, we are looking at acomplete review of all of the accounting policies. So, we have beencapitalizing our exploration expenses for reasons relating to hot weather, ourexploration of the core Meridianwas taking a different approach as it related to their exploration efforts. Andnow, with this combination, we'll be looking at that, along with others, interms of how much of it we would be expensing, and how much of that we would becapitalizing.

Rodney Stevens -Salman Partners

Okay. And then I guess is it safe to assume that theoperations of Meridian and Northern Orion will begin to flow through theP&L in Q108?

Chuck Main

No. It will start to pull through in the fourth quarter. Wetook up 78% on October 12, so we will effectively have pick up our share -- inthe income statement we'll actually pick up a 100%, but then there will be aminority interest for the portion that we did know, from October 12 andNovember 2, and then in November 2 we have 90%, so we'll pick up 90% of the earningseffectively in Meridian for the period from November 2 until a point in timethat we have a 100% ,which we should be, prior to the year-end. On Northern Orion,the amalgamation was effective October 13, so we will be picking up a 100% oftheir earnings from that date.

Rodney Stevens -Salman Partners

Okay, thanks. And just a couple of few other questions.CapEx going forward 2008, do you have any estimates yet?

Chuck Main

We were going through the budgeting process now, so it'sgoing to be something that we're going to be looking at over the next,probably, month. So, it maybe a little bit early to talk about that. We'velooked at the fourth quarter, and fourth quarter would be around $120 million.

Peter Marrone

We have reported in our MD&A, though, that ourexpectations for CapEx between now and 2010 is approximately $1.1 billion -$1.3billion. And that's part of the effort to develop these new projects and theexpansion that we have in the works, and take it to the 2.2 million ounce peryear production level. I would anticipate a significant portion of that wouldbe in 2008 and 2009, then declining into 2010. But what the actual number isallocated for the fiscal year 2008 and 2009…we're just going through thebudgeting process now, Rodney, and we should be delivering that, along with ourguidance for 2008 and 2009, in early January.

Rodney Stevens -Salman Partners

Just finally, I don't want to hold up the call, have youpublished or are you about to publish, the scoping studies on the economics ofthe pyrite concentrate at Chapada? Can I get a copy of that or is that comingout?

Peter Marrone

Well, we already published the scoping study for the pyriteconcentrate. As we mentioned in that announcement, the next step was to look atthe marketing plan, and that is in progress. And then it goes through afeasibility study, and then, ultimately, it goes through the process ofstarting with the production and delivery of pyrite concentrate.

Rodney Stevens -Salman Partners

Okay.

Peter Marrone

As we said in that announcement, Rodney, we have one or twoopportunities. One is to build the sulfuric acid plant and operate it. And theother is to give it to a third party and take a royalty, along with theadditional copper and gold coming from that pyrite concentrate. And clearly,the return is about the same on both, but the expectation is that we will putit into third-party hands. It will be those nickel producers that are lookingat establishing nickel production in the areas around Chapada that we believewould be better suited to build the plant and operate it.

And nickel production, if I understand correctly based onwhat we're doing on the marketing, roughly 60% of the cost of production ofnickel is allocated to sulfuric acid. And so clearly, a ready supply and alocal supply of sulfuric acid will be very important in terms of that nickelproduction. And that's clearly what's coming out of our marketing studies, sofar.

Rodney Stevens -Salman Partners

Okay. Thanks very much.

Peter Marrone

Thank you.

Operator

Thank you. The following question is from Anita Soni. Pleasego ahead.

Anita Soni - CreditSuisse

Good morning, gentlemen. Congratulations on a good quarterthere.

Peter Marrone

Thanks, Anita.

Anita Soni - CreditSuisse

My question is with respect to the shares outstanding. Canyou guys go over what the fully diluted number would be? I thought the basicwas $660 million. And just how many -- I missed on the Northern Orion -- howmany shares is that, one-tenth?

Chuck Main

The Northern Orion was 84.

Anita Soni - CreditSuisse

84, okay.

Chuck Main

And that gave us a total of $666 million.

Anita Soni - CreditSuisse

Okay.

Chuck Main

And then, we have the amount of warrants outstanding thatwould add another $17 million, options, $10 million, Northern Orion warrants of$31 million and their options of $7 million, which would take the fully dilutednumber to $733 million.

Anita Soni - CreditSuisse

Okay. And also, on your TC/RC, is that $.077 per pound, isthat right?

Chuck Main

It's around $77 per ton for the treatment charge; $0.077refining charge per pound of copper.

Anita Soni - CreditSuisse

Okay. I think that's it. All the other questions wereanswered.

Operator

Thank you. The following question is from Steven Butler.Please go ahead.

Steven Butler - CanaccordAdams

Good morning, guys, or almost, a good day. Chuck, is thereno price participation on your copper at the moment or is there?

Chuck Main

In most of the contracts, there is some price participation.And it is limited in the largest contract to an amount exceeded a long timeago, so the amount of the price participation is not that large because of thatlimitation.

Steven Butler - CanaccordAdams

Okay. How do arrangements look like as you go into next year?I've been hearing from other producers that it looks quite good now from aproducer side of things going into next year's contracts.

Chuck Main

Yeah, the market is fairly favorable for selling, enteringinto new contracts and selling copper on the spot market. We made the decisionvery early in the process that we wanted to make sure we had a homeconcentrate, and therefore, we entered into long-term supply contracts.Therefore, a large portion of our 2008 production is already arranged underthose contracts. We will have some spot sales that would allow us toparticipate in that favorable market, but it would be less than 15% of totalsales.

Steven Butler - CanaccordAdams

Okay. And just to clarify, Chuck, on the cash cost sinceyou've had a net of the copper credits per ounce, does that include or excludethe copper hedge, including both the forward sale and the coal optioncomponents?

Chuck Main

It excludes the impact of the copper contract. The coppercontracts, because we're not treating as a hedge and we treated below themargin line, we treat that as a financial transaction, and we don't show theimpact in the cash line.

Steven Butler - CanaccordAdams

Okay. Just on the theme of Chapada again, Peter, is anybodyelse operationally in the line? The steps that you guys are taking to gettowards -- I think you touched on some, Peter, on the Analyst Day -- steps toget to the 16, at least the interim 16 million ton per year target level. Iknow you annualized out in Q3 at about $13 million tons.

Peter Marrone

And that $13 million that was all in the same quarter,original with the feasibility study. So we're right on target with the -- Ithink they're actually above the feasibility study. The feasibility study forthis year was annual rate of 12.7 million tons. So we're exceeding that rateand we're seeing throughput increases every quarter. So that's continuing. Andwe've got very specific programs of looking at ways that we can de-bottleneckwithin that plant and take the production level up to the first instance of $16million, and then we're looking at probably two years out of almost doublingthe throughput at Chapada.

Steven Butler - CanaccordAdams

Great. Any comments guys, not to pick on it big time, butthe gold recovery slipped a little bit in the third quarter despite a higherhead-grade down to 74%, recovery is still not bad, but a little bit of slipfrom Q2.

Peter Marrone

At Chapada?

Steven Butler - CanaccordAdams

Chapada, yeah.

Peter Marrone

Yeah, I think it's just the nature of the timing of the ore.We also have other initiatives on ways to increase the recovery rate atChapada. And I think we'll see them going back towards steady levels. Andagain, this whole program initiative is to increase the cash flow and the NAV ofour projects. We'll then be looking at ways to intake feasibility study levels.

Chuck Main

And Steven, we, just if I can pick up on two points, as youknow, we've said that it would take 8 to 9 months -- we will take 8-9 months toget to our production profile at Chapada that was consistent with feasibilitystudy. So getting to 74% production, even if it's modestly lower than theprevious quarter.

You would anticipate that on a quarter-by-quarter basis, butwe are ahead of where we thought we would be in terms of the productionprofile, recovery rate, and a throughput at Chapada at this point.

The other point that I wanted to mention is, that I don'tknow if this is the part of what you are asking, when we report our co-productcost at Chapada, we aren't including treatment and refining costs andtransportation costs in those numbers.

Steven Butler - CanaccordAdams

Yeah, you are correct. That was more of a hedging issue.

Peter Marrone

Okay.

Steven Butler - CanaccordAdams

The last question, guys, the coarse gold, the timing at Sao Francisco in terms of -- perhaps, I guess, to ask itin a different way--mining more exclusively fresher ores, when will that occuragain?

Peter Marrone

We are expecting that Sao Franciscohas more complexities in ore body than what was initially anticipated in thefeasibility study, but we have a very good handle on it. As you know, we aregetting this coarse gold effect in the marginal ore. We are getting in thecoarse gold effect in areas that are mineralized at a great level that isconsistent with the dump pitch ore or better than the dump pitch ore.

I think what you are asking, Steven, in the fresher ore asyou see some of the coarse gold effect in some of the harder rock and where wehave the main ore. And we had originally anticipated that we would be there andthis is late last year, we'll be there in the second half of this year. But[technical difficulty] continuing [re-implication] of the ore body -- in theareas of high-grade that are not the result of coarse gold, but the result ofmore conventional fine gold. And so we are looking at -- that would not beprocessed through the gravity plan. And so in terms of the optimization of SaoFrancisco, we're looking ultimately getting to that area of fresher ore that youare referring to into the middle, the second quarter of next year, by the endof the second quarter of next year.

Steven Butler - CanaccordAdams

Okay. Thank you, Peter.

Operator

Thank you. The following question is from [Senthal Goslan]. Pleasego ahead.

Senthal Goslan

Good afternoon. Chuck, could you give us a sense of how muchline of credit do you have available besides the $700 million that you're goingto use for the acquisitions?

Chuck Main

Yeah, the $700 million is the extent of our availablecredit. And with the future cash flows of $500 million to $600 million peryear, the plan is that that $700 million is split into $400 million term loanand $300 million line of credit. And with those robust cash flows, what we'llbe doing, time is drawing down, repaying the revolving line of credit, and thatpart is the available standby credit.

Peter Marrone

Senthal, we also have cash balances in the company. Well,let me rephrase that in the three companies coming together. And afterexpenses, those cash balances will be used to pay down lot of credit portion.So our expectation is that most, not all of the line of credit, by the time ofthe 100% take-up of Meridianby the end of the year will be completely free.

And I should also mention that, as you are aware, there issignificantly more of credit capacity in the company than the $400 millionplus. So just to pick up on what Chuck was saying, the $300 million line ofcredit would be repaid almost immediately with the existing net cash balances andthe $400 million, we'll repay a portion from the existing cash and the balanceof it with the continuing cash flow that's generated in the efforts of threecompany now combined into one. And, as you may remember, that term facility of$400 million is five years, but we can make it early.

Senthal Goslan

There is a lot of noise on the conference call. I don'tknow. I picked up most of it, but it's a little bit hard to understand. Sorryabout that. Secondly, could you give us a breakdown of the depreciation onasset per asset basis that you have in the quarter? You have like $16 million?

Chuck Main

Yeah, on a per ounce basis, MFB was 66; Sao Francisco, 89; San Andres, 52; Jacobina, 114; and Chapada 102. Sowas that clear, Senthal?

Senthal Goslan

Yes, that's good. And the first one you mentioned, 66 for…?

Peter Marrone

Brasileiro.

Senthal Goslan

Okay. That's it. Thank you.

Peter Marrone

Thanks, Senthal.

Operator

Thank you. The following question is from Barry Cooper.Please go ahead.

Barry Cooper

Yeah. Some question on your guidance where you indicatedthat you would have basically 170,000 ounces for the fourth quarter or 30%higher than where you are right now. Where is that going to come from, and howare you going to achieve it?

Chuck Main

For the fourth quarter, we are looking at ranges for Chapadaof 50 to 60; Sao Francisco, 30 to 36; Jacobina, 24 to 29; Brasileiro, 20 to 25;San Andres, 15 to 17; El Penon, 55 to 60; Minera Florida, 15 to 20; and Rossi, 5 to 7.

Peter Marrone

The 170, I think are you referring to just the amount ofmines?

Barry Cooper

Yeah, that's what my impression was. Basically, I think yousaid you are going to have 300,000 ounce in second half, which excluded theacquisitions. And your enroll number is 130 for Q3 so that implies 170 for Q4?

Peter Marrone

Yeah, that's correct. And most of that will come, pick up onwhat Chuck was saying, Jacobina has ramped up and starting to push Canavieirasor Jacobina will increase the Jacobina rate. So a big portion of it comes fromthere. It's a continued ramp up at Chapada and Sao Francisco performing into the fourth quarter at a better levelthan it performed in the third quarter. And as you saw that there was increasefrom second quarter to third quarter, and we expect that increase to continuefrom third quarter to fourth quarter.

Barry Cooper

Right. Okay. But I am correct in assuming that the 300 wasex the acquisition?

Peter Marrone

That's correct.

Barry Cooper

And then, maybe you could clarify in the end MD&A--yougive sort of a pro forma gold production for the combined units there--but youhave got an NA under the cost per ounce for Northern Orion. I am just wonderingwhy that occurs?

Peter Marrone

Sorry, you've faded out for a little bit, Barry, we'rehaving the same difficulty that Senthal had before. What was the question?

Barry Cooper

In the end MD&A, you've got a pro forma gold productionlevel there, along with operating cost for each asset. But in the NorthernOrion, pro forma portion, you've got an NA under the operating cost per ounce.And I'm just wondering why that's being shown as NA, whereas you give theoperating cost for everything else?

Chuck Main

Yeah, we do an equity pick up on their interest in Alumbrera.And we need to get into more detail on what the forecast is for Alumbrera inthe fourth quarter.

Barry Cooper

No, that's not what I'm referring to. On page 22, you havethe amount of gold, the 131,000 ounces of production at negative 339, and then evenEl Penon, Minera Florida,Alumbrera, and you have 22,000 ounces of gold produced from so many tons ofcopper. But under the cost per ounce which you give for everything else, youhave got NA under Alumbrera.

Chuck Main

Yeah, it basically wasn't available to us at that time.

Barry Cooper

I see. Okay. Good enough, and thanks.

Operator

Thank you. The following question is from [Robert McLeary.]0.34 Please go ahead.

Robert McLeary

Hi, my questions have been answered in the previousquestioning cycle. Thank you.

Peter Marrone

Thanks, Rob.

Operator

Thank you. The following question is from [Robert Dunn].Please go ahead.

Robert Dunn

Yeah, in essence, I'd like to ask that why do you sell theforward contract for copper for so far out. Is it a requirement by the lenderwho give you credit?

Peter Marrone

No, there is no requirement there. Robert, there is norequirement for us to do anything as it relates to hedging any of ourproduction. We made a strategic plan a few years ago that we would not hedgeour gold production. However, because we have by-products, and principally atthe ton copper--because we have that, what we'll do is we'll try to underpin alow cost of production for each gold ounce that we produce by applying coppersa by-product credit.

And so, what we try to do, is we try to say, well, let'stake copper and hedge it forward--at least hedge a significant portion of ourproduction forward, so it allows us for a sustainable period of time tounderpin a low cost structure for our gold production. So that's why we hedgethe copper that we have into the four-year period that we have.

If you consider it to be really look at it backwards, wesaid how do we get a number that's close to $3 per pound for our copper hedgesand what would we have to hedge to get that, while at the same time maintainingsome reasonable improvements as it relates to production at our mine.

And so what it does is, it averages for the next four yearsapproximately 40% of our production as an average for the next four years ishedged. So we worked at it backwards and said, how do we get close to $3 perpound that we can then apply as a reduction to our cost of gold production andwhat do we have to hedge to get there, while at the same time coming close tothat 40% production level that we felt is prudent, from an operational point ofview.

No requirement at all from any lender or anything of thatnature. Indeed, we took on this approach when we had zero, that in the companythere is no requirement, either even the facilities that we have the 400million ,and the 300 million that Chuck referred to, there is no requirementfor any hedging, and we would not agree to that, there any program that we havewith our lenders.

Robert Dunn

And do you anticipate that since we sell forward for thecopper, so do you anticipate no production -- production is no problem to be ableto do this again?

Peter Marrone

That's correct, and that's why, if you look at -- now that'swhat I meant by, you have hit the nail on the head, that's what I meant byoperational prudence, 40% is considered a number that we think is a reasonableand prudent number on a mine-by-mine basis. We wouldn't hedge more than thatlevel of production as an average going forward. That's a number that I thinkis consistent within industry practice and is prudent in terms of operationalperformance.

Mining is a complex event, and so one never knows what couldhappen in a mine. If there's a slowdown in production, for things that arecompletely outside of your control, you want to be able say that you have adelivery program in place for something like our copper hedging that isreasonable than that is manageable, and that 40% of something that we think isvery reasonable and manageable.

Robert Dunn

Question is about, in the early beginning, the single figure,is that the current stock price trading -- doesn't it affect the real value ofthe company. Could you give us some figure on the enterprise value based onwhat our -- these certain resources, how much gold equivalent are we sellingright now on the market today is a 1450 per US dollar?

Peter Marrone

I wouldn't be able to give that number, and largely we'regoing on the basis of bearing in mind also, that we produce more than just gold,and we would have to do it on a gold equipment basis, if you're looking at thattype of analysis, but we go on the basis of analyst consensus. If you go on ourwebsite, we do indicate what the consensus views of analysts are, and themultiple as compared to a peer group that we show on those websitepresentations that indicate our multiple through net asset value, our multiplesof cash flow and our multiple earnings. And as you've heard me say before, I ama strong believer in cash flow, the growth in cash flow and sustainability ofcash flow. And that's where we are at our lowest point in terms of multiples,where we trade at a deep discount to the peer group in terms of our multiple tocash flow by comparison to the peer group.

On the net asset value basis, we are close to peer, but wellbelow the top of the peer group. And in addition to that, we have some valueenhancers that I think are eminent, but over the course of the next few months,and certainly into the first quarter of 2008, we'll be able to demonstrate, Ibelieve, some of those value enhancers that I've referred to in thispresentation that will allow us to be able to justify our higher net assetvalue. And as a result of that, based on the current price, although themultiple to net asset value, that's what I was getting at, Robert.

Robert Dunn

Okay. So, for all the pricing, you mentioned on those copperand gold, are they differed to US dollar or Canadian dollar? I imagine the USdollar.

Peter Marrone

Yeah, we are referring to US dollar.

Robert Dunn

Thank you.

Peter Marrone

Okay. Thank you, Robert.

Operator

Thank you. The following question is from Anita Soni, pleasego ahead.

Anita Soni - CreditSuisse

Hi. Just a couple of follow-up questions. Chuck, I missed theguidance for Q4 for San Andres and Minera Florida and Alumbrera because you were cuttingout there, could you just repeat that?

Chuck Main

San Andres 14,000 to 17,000. Minera Florida, 15,000 to 20,000, and the El Penon 55,000to 60,000.

Anita Soni - CreditSuisse

And Alumbrera?

Chuck Main

No, we don't have a forecast at this time for Alumbrera.

Anita Soni - CreditSuisse

Okay. And, can you just finally refresh my memory on the nextset of major deliverables from your point of view, in terms of year end updates,reserve resource statements, expressions results, I know you got the mine tourat the end of the month. So, what can we look forward to in the next fewmonths?

Peter Marrone

Yes, mine tour is the end of November, the first couple ofdays of December, and that will be the completion, Anita, of our marketingcamping that began on October 18th, with our Analyst Day. And then, in terms ofdeliverables, in terms of operations and exploration, an update on Amelia Ines/Magdalenain terms of an advancement of the resource estimate and feasibility study forthat at Gualcamayo. And again, as you are aware and others maybe aware ofGualcamayo is pretty distinct to deposits, QDD which is the main open-pitdeposit, Amelia Ines, which is now under construction. Amelia Ines/Magdalenawhich is the satellite open-pit, and then QDD Lower West, which I referred to,which is the area of underground for Central. And so, we would plan to have aresource estimate for an update to the feasibility study for the satelliteAmelia Ines/Magdalena.

We are advancing a possible resources estimate for QDD LowerWest, as well. By the end of the year, we'll also have our feasibility study onC1 Santa Luz. And then, sometime after the year end with a cut off of the yearend, we'll have a resource update on all of our projects--and we are going tothat process now--but the ones that would be most meaningful would be Mercedes,and the advanced exploration projects that came to us as a result of the Meridian acquisition.

Anita Soni - CreditSuisse

Thank you very much.

Peter Marrone

Thank you, Anita.

Operator

Thank you. There are no further questions registered. I'dlike to turn the meeting back over to Mr. Marrone.

Peter Marrone

Ladies and gentlemen, thank you very much for that, and Iappreciate you making the time and we'll look forward to a further discussionwith our year-end results, sometime into the new year, and my confidence, as Imentioned before in our continuing increase in production, as Chuck wentthrough, and an increase in cash flow earnings, and hope you will agree with methat we have delivered a strong financial performance as we promised at the endof the second quarter, and our expectation is to continue to deliver that intothe current quarter.

So, thank you very much to everyone for attending the call.

Operator

Thank you, gentlemen. This concludes today's conferencecall. Please disconnect your lines. And thanks for your participation.

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