STAR DIAMOND ANNOUNCES $5 MILLION PRIVATE PLACEMENT

Stock Symbol: DIAM : TSX

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES/

Star Diamond Corporation ("Star Diamond" or the "Corporation") is pleased to announce that it intends to raise up to $5 million by way of a non-brokered private placement of units of the Corporation (collectively, the "Units") at a price of $0.30 per Unit (the "Offering"). Each Unit will consist of one common share in the capital of the Corporation (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.40 for a period of 24 months from the date of issuance. The Offering is not subject to any minimum amount of subscriptions.

Star Diamond Corporation Logo (CNW Group/Star Diamond Corporation)

The Offering will be conducted in reliance upon available prospectus exemptions which permit Star Diamond to distribute securities to its existing holders of Common Shares ("Shareholders") as of the Record Date (as defined below) as contemplated by Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders , General Order 45-926 of the Financial Consumer and Affairs Authority of Saskatchewan and the various other corresponding blanket orders and rules in effect in each of the provinces and territories of Canada (collectively, the " Existing Shareholder Exemption "), subject to the terms and conditions thereof. The Corporation has fixed March 11, 2022 (the "Record Date") as the record date for the purpose of determining existing Shareholders of the Corporation who are entitled to participate in the Offering pursuant to the Existing Shareholder Exemption. Any person who becomes a Shareholder after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but may subscribe pursuant to other applicable prospectus exemptions available to them.

The Offering will also be conducted pursuant to other available prospectus exemptions contained in National Instrument 45-106 – Prospectus Exemptions , including the "accredited investor" and "family, friends and business associates" exemptions. The Corporation will consider subscriptions for Units from persons resident outside of Canada ; however such persons will need to establish that the issuance of Units to them is exempt from prospectus and registration requirements under applicable securities laws.

Existing shareholders or other subscribers interested in participating in the Offering should contact Star Diamond Corporation by email at stardiamondcorp@stardiamondcorp.com for additional information.

A total of $3 million of the Offering is anticipated to be allocated to Shareholders that subscribe under the Existing Shareholder Exemption. In the event that the Offering is oversubscribed, the Corporation reserves the right to increase the size of the Offering or allocate subscriptions on a pro rata basis in accordance with holdings of existing Shareholders as of the Record Date. Existing Shareholders may subscribe for such number of Units as they chose (subject to applicable limitations) and are not limited to their proportionate share of the Offering. In the event that the Offering is oversubscribed and subscribers who are not currently Shareholders wish to subscribe for Units, the Corporation may increase the size of the Offering or, if it is determined by the Board of Directors to be in the best interests of the Corporation, accept subscriptions from the new subscribers and pro rate subscriptions from existing Shareholders in accordance with their holdings as of the Record Date. Subscriptions will only be subject to pro-rationing in the event the Offering is oversubscribed.

The Offering is subject to a minimum aggregate subscription amount of $15,000 . The aggregate acquisition cost to a Shareholder that subscribes under the Existing Shareholder Exemption cannot exceed $15,000 , unless that Shareholder has obtained advice from a registered investment dealer regarding the suitability of the investment. Shareholders that subscribe for Units under the Existing Shareholder Exemption will, among other things, need to represent in writing that they meet applicable requirements of the Existing Shareholder Exemption, including that, on or before the Record Date, such person became and continues to be a Shareholder.

Assuming the Offering is fully subscribed, Star Diamond intends to use the net proceeds of the Offering for settling its current working capital deficiency (approximately $2.5 million ), for technical analyses and evaluations of the Corporation's mineral property interests, including the Corporation's interest in the Star – Orion South Diamond Project (approximately $0.5 million ), and for general corporate purposes (approximately $2 million ). Although the Corporation intends to use the net proceeds of the Offering as described, the actual allocation of the net proceeds of the Offering may vary from the anticipated uses, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the net proceeds of the Offering to such uses will be allocated in priority and in such proportions as is determined to be in the best interests of the Corporation.

The Offering is expected to close on or about April 6, 2022 , provided that the Offering may close in one or more tranches, but in any event no later than April 29, 2022 . The Offering is subject to the approval of the TSX. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the closing date of the Offering.

The Corporation anticipates that officers and directors of the Corporation (collectively, the "Insiders") may participate in the Offering, up to a maximum of 25% of the number of Units to be sold thereunder.

The Corporation may also (i) pay finders fees (or, at the discretion of the Corporation, may choose to issue Common Shares from treasury) and/or (ii) issue warrants ("Finder Warrants"), equal to 6% of the number of Units sold attributable to finders pursuant to the Offering. Each Finder's Warrant, if any, will entitle the holder thereof to purchase one Common Share at a price of $0.40 , for a period of 24 months from the date of issuance.

The offer and sale of the securities offered in the Offering has not been and will not be registered under the US Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction in which the offer, sale or solicitation would be unlawful.

About Star Diamond

Star Diamond Corporation is a Canadian based corporation engaged in the acquisition, exploration and development of mineral properties. The Common Shares trade on the Toronto Stock Exchange under the trading symbol "DIAM". Star Diamond holds, through a joint venture arrangement with Rio Tinto Exploration Canada Inc. (a wholly-owned subsidiary of Rio Tinto), a 25% interest in certain Fort à la Corne kimberlites (including the Star – Orion South Diamond Project). These properties are located in central Saskatchewan, Canada and are in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development. Rio Tinto refers to their Fort à la Corne mineral properties as "Project FalCon".

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements as defined by certain securities laws, including the "safe harbour" provisions of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "guidance", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook.

Forward-looking statements in this press release include, but are not limited to statements regarding: the use of proceeds of the Offering; the total amount of securities to be sold and amount of the gross proceeds of the Offering; the acceptance, rejection or pro-rationing of subscriptions for Units; the proportion of the Offering to be allocated to existing Shareholders the anticipated closing date; the approval of the TSX; the amount of insider participation in the Offering, if any; and the payment of finder's fees and the issuance of Finder's Warrants. These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to it and involve inherent risks and uncertainties, both general and specific.

Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, developments in world diamond markets, changes in diamond prices, risks relating to fluctuations in the Canadian dollar and other currencies relative to the US dollar, changes in exploration, development or mining plans due to exploration results and changing budget priorities of Star Diamond or its joint venture partners, the effects of competition in the markets in which Star Diamond operates, the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks and the additional risks described in Star Diamond's most recently filed Annual Information Form, annual and interim MD&A. Star Diamond's anticipation of and success in managing the foregoing risks could cause actual results to differ materially from what is anticipated in such forward-looking statements.

Although the management of Star Diamond consider the assumptions contained in the forward-looking statements to be reasonable based on information currently available to them, those assumptions may prove to be incorrect. When making decisions with respect to Star Diamond , investors and others should not place undue reliance on these statements and should carefully consider the foregoing factors and other uncertainties and potential events. Star Diamond does not undertake any obligation to release publicly revisions to any forward-looking statement to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at investors' own risk.

www.stardiamondcorp.com

SOURCE Star Diamond Corporation

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Mountain Province Diamonds Announces First Quarter 2024 Production and Sales Results, Details of First Quarter 2024 Earnings Release and Conference Call

TSX and OTC: MPVD

Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX: MPVD) & (OTC: MPVD) today announces production and sales results for the first quarter ended March 31, 2024 ("the Quarter" or "Q1 2024") from the Gahcho Kué Diamond Mine ("GK Mine"). All figures are expressed in Canadian dollars unless otherwise noted.

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Mountain Province Diamonds Announces Full Year and Fourth Quarter 2023 Results

TSX and OTC: MPVD

Mountain Province Diamonds Inc. (" Mountain Province Diamonds", or the " Company ") (TSX: MPVD) (OTC: MPVD) today announces its financial and operating results for the fourth quarter (" the Quarter " or " Q4 2023 ") and the full year ended December 31, 2023 (" FY 2023 ").

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STAR DIAMOND CORPORATION COMPLETES ACQUISITION OF RIO TINTO'S 75% INTEREST IN FORT À LA CORNE JOINT VENTURE

TSX: DIAM

Star Diamond Corporation (" Star Diamond ") today announced the completion of its previously announced transaction (the " Transaction ") with Rio Tinto  Exploration Canada Inc. (" RTEC ") whereby RTEC has transferred to Star Diamond all of RTEC's 75% interest in the Fort à la Corne diamond project located in central Saskatchewan (the " Project "). Star Diamond now owns 100% of the Project.

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STAR DIAMOND CORPORATION ANNOUNCES 2023 YEAR END RESULTS

TSX: DIAM

Star Diamond Corporation ("Star Diamond" or the "Company") reports that the audited financial results for the year ended December 31, 2023 will be filed today on SEDAR+ and may be viewed at www.sedarplus.ca once posted.

Star Diamond Logo (CNW Group/Star Diamond Corporation)

Overview
Star Diamond Corporation is a Canadian natural resource company focused on exploring and developing Saskatchewan's diamond resources. Star Diamond currently holds, through a joint venture arrangement with Rio Tinto Exploration Canada Inc. ("RTEC"), a wholly-owned subsidiary of Rio Tinto plc, a 25% interest in certain mineral properties (which include the Star – Orion South Diamond Project, or the "Project") within the Fort à la Corne diamond district of central Saskatchewan, Canada . These properties are in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development.

The Company also holds a 50% interest in the exploration and evaluation properties and assets of the Buffalo Hills JV located in north-central Alberta, Canada . Canterra Minerals Corporation ("Canterra") holds the remaining 50% interest. Canterra is the operator of the Buffalo Hills JV.

Fort à la Corne mineral properties
On November 28, 2023 , the Company entered into a binding agreement (the "Agreement") with RTEC, providing for the transfer by RTEC to Star Diamond all of RTEC's 75% interest in the Project.

The Agreement provides that, upon closing:

  • RTEC will transfer to Star Diamond all of RTEC's 75% interest in the Project, such that the Project will be 100% owned by Star Diamond ;
  • RTEC will transfer to Star Diamond ownership of the trench cutter drill rig used by RTEC to complete its prior bulk sampling program at the Project;
  • RTEC will transfer to Star Diamond the Bulk Sample Plant located at the Project, including the TOMRA XRT diamond sorting machine that is on-site;
  • Star Diamond will issue to RTEC and/or an affiliate that number of common shares of Star Diamond that results in RTEC and its affiliates owning 19.9% of the then outstanding common shares of Star Diamond (RTEC and its affiliates currently own approximately 2.3% of Star Diamond's outstanding common shares); and
  • RTEC and Star Diamond will enter into an Investor Rights Agreement whereby, among other things, RTEC will be granted certain pre-emptive rights to maintain its 19.9% ownership interest in Star Diamond in connection with future financings undertaken by Star Diamond , and RTEC will agree to certain standstill protections provided that RTEC will have the right to increase its 19.9% ownership position in the event that Star Diamond receives an acquisition proposal.

Upon completion of the transactions that are the subject of the Agreement, Star Diamond will have full control and responsibility for the Project, the existing joint venture agreement between RTEC and Star Diamond will terminate, and Star Diamond will release and indemnify RTEC for liabilities arising from or relating to the Project, all in exchange for a $4 million payment from RTEC to Star Diamond . RTEC has agreed that it will provide on Star Diamond's behalf, for up to five years following closing, letters of credit in the aggregate amount of no more than $9.9 million to secure certain environmental remediation and reclamation obligations related to the Project. Star Diamond will be obliged to repay any amounts drawn on these letters of credit and such repayment obligations will be secured against the Project and its assets.

As of the date of this News Release, the Agreement is expected to close in the near future.

Recent activities relating to the Star - Orion South Diamond Project and Fort à la Corne mineral properties
During the first quarter of 2024, Star Diamond continued to work with RTEC and Saskatchewan Ministry of Environment representatives to ensure an orderly close to the Agreement between Star Diamond and RTEC.

Year End Results
For the year ended December 31, 2023 , the Company recorded a net loss of $2.8 million or $0.01 per share (basic and fully diluted) compared to a net loss of $68.8 million or $0.15 per share in 2022. The decrease in net loss year over year was due primarily to the prior year's impairment charge of $66.3 million combined with the mark-to-market loss on the Wescan investment offset by the elimination of the $0.9 million contingent consideration.

At December 31, 2023 , the Company had $0.6 million (2022 – $2.6 million ) in cash and cash equivalents and a working capital deficit of $(0.3) million (2022 - $2.0 million ). The decrease in working capital was a result of administrative and exploration and evaluation expenditures offset by proceeds received from the December 2023 private placement. Subsequent to December 31, 2023 , the Company closed the second and final tranche of a non-brokered private placement. However, the ability of the Company to continue as a going concern and fund its expenses in an orderly manner will require additional forms of financings.

Selected financial highlights include:

Condensed Consolidated Statements of Financial Position

As at

December 31,

2023

As at

December 31,

2022

Current assets

$    0.6 M

$    2.7 M

Exploration and evaluation, investments and other assets

0.6 M

0.4 M

Current liabilities

0.9 M

0.7 M

Non-current liabilities

0.1 M

0.0 M

Shareholders' equity

0.2 M

2.4 M




Consolidated Statements of Loss

Year Ended
December 31,

2023

Year Ended
December 31,

2022

Expenses

$ 3.0 M

$ 3.0 M

Loss before undernoted items

(3.0)M

(3.0)M

Investment in Wescan Goldfields Inc.

(0.0)M

(0.4)M

Contingent consideration

0.0 M

0.9 M

Impairment charge

0.0 M

(66.3)M

Net loss for the year

(3.0)M

(68.8)M

Net loss per share for the year (basic and diluted)

(0.01)

(0.15)




Condensed Consolidated Statements of Cash Flows

Year Ended
December 31,

2023

Year Ended
December 31,

2022

Cash flows used in operating activities

$  (2.3)M

$  (4.9)M

Cash flows from investing activities

0.0 M

0.6 M

Cash flows from financing activities

0.2 M

5.7 M

Net increase (decrease) in cash

(2.1)M

1.3 M

Cash – beginning of year

2.6 M

1.3 M

Cash – end of year

0.6 M

2.6 M

Outlook
Fort à la Corne mineral properties
Subsequent to the successful close of the Agreement with RTEC, Star Diamond's technical team will focus on the technical investigation and evaluation of the Star – Orion South Diamond Project, with the goal of a future development decision. The initial work aims to prepare a revised Mineral Resource estimate for the Star – Orion South Diamond Project, which will form the foundation of an updated Prefeasibility study(" PFS"). The PFS will enable a Feasibility Study, on which a production decision can be based.

Buffalo Hills mineral properties
Management continues to review the recent results from the diamond valuation and typing analysis. A more detailed update on activities at the Buffalo Hills JV will be provided as it becomes available.

About Star Diamond Corporation
Star Diamond Corporation is a Canadian based corporation engaged in the acquisition, exploration and development of mineral properties. Shares of Star Diamond trade on the Toronto Stock Exchange under the trading symbol "DIAM". Star Diamond currently holds, through a joint venture arrangement with RTEC, a 25% interest in the Project. The Project is located in central Saskatchewan , in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development. The Company also holds a 50% interest in the exploration and evaluation properties and assets of the Buffalo Hills JV located in north-central Alberta, Canada . Canterra holds the remaining 50% interest and is the operator of the Buffalo Hills JV.

Technical Information
All technical information in this press release has been prepared under the supervision of George Read , Senior Vice President Corporate Development, Professional Geoscientist in the Provinces of Saskatchewan and British Columbia and Mark Shimell , Vice President Exploration, Professional Geoscientist in the Provinces of Saskatchewan and Alberta , who are the Company's "Qualified Persons" under the definition of NI 43-101.

Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/

Caution Regarding Forward-looking Statements

This press release contains "forward-looking statements" and/or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, "may", "could", "would", "will", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. All statements, other than statements of historical fact, are forward-looking statements.

These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to Star Diamond and involve inherent risks and uncertainties, both general and specific. Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, statements regarding Rio Tinto Canada, the Company's ability to obtain financing to further the exploration, evaluation and/or development of exploration and evaluation properties in which the Company holds interest, the economic feasibility of any future development projects, developments in world diamond markets, changes in diamond prices, risks relating to fluctuations in the Canadian dollar and other currencies relative to the US dollar, the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks and the additional risks described in Star Diamond's most recently filed Annual Information Form, and annual and interim MDA.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this news release are made as of the date hereof and Star Diamond assumes no obligation to update any forward-looking statements, except as required by applicable laws.

SOURCE Star Diamond Corporation

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Mountain Province Diamonds Announces Revised Details for Q4 and Full-Year 2023 Earnings Release and Conference Call

TSX and OTC: MPVD

Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX: MPVD) (OTC: MPVD) today announces revised details for its fourth quarter and full-year 2023 earnings release and conference call. The delay in the issuance of fourth quarter and year-end 2023 results is due to the financial audit process not being completed by the planned date.

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STAR DIAMOND APPOINTS EWAN MASON AS ITS PRESIDENT AND CEO

Star Diamond Corp (TSX: DIAM) ("Star Diamond" or the "Company") is pleased to announce that its Board of Directors has appointed Ewan Mason to the position of President and Chief Executive Officer, effective immediately. Mr. Mason has served as Interim President and Chief Executive Officer since January 1, 2023. Mr. Mason will continue to serve as Chair of the Company's Board.

add logo (CNW Group/Star Diamond Corporation)

"We are pleased to name Ewan Mason as the President and CEO of Star Diamond," said Lisa Riley , Lead director of the Board. "Since he was appointed interim CEO in January 2023, Ewan's leadership has been integral in the successful negotiation process and the coming acquisition of Rio Tinto Exploration Canada Inc.'s 75% interest in the Fort à la Corne ("FALC") diamond district. He also continues to build strong relationships with our employees, shareholders and stakeholders, all while maintaining a focus on shareholder value."

"I am honored to accept the CEO position at Star Diamond," said Ewan Mason, President and CEO of Star Diamond. "I am excited about the prospect of an ongoing collaboration with an exceptional team and the future development of the world class diamond project that is FALC".

About Star Diamond Corporation
Star Diamond is a Canadian-based corporation engaged in the acquisition, exploration and development of mineral properties. Shares of Star Diamond trade on the Toronto Stock Exchange under the trading symbol "DIAM". Star Diamond's most significant asset is its interest in the Fort à la Corne property in central Saskatchewan. These kimberlites are located in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development.

Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/

Caution Regarding Forward-looking Statements

This press release contains "forward-looking statements" and/or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. The use of any of the words "anticipate", "plan", "aim", "target", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential", "possible", "capable" and similar expressions are intended to identify "forward-looking statements. Forward-looking statements in this press release include, but are not limited to, expectations regarding the timing for transfer of the Permit to Operate and completion of the transactions that are the subject of the Agreement.

These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to it and involve inherent risks and uncertainties, both general and specific. Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, the MoE's approval processes and the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings and the additional risks described in Star Diamond's most recently filed Annual Information Form, annual and interim MD&A.

Although management of Star Diamond considers the assumptions contained in forward-looking statements to be reasonable based on information currently available to Star Diamond, those assumptions may prove to be incorrect. When making decisions with respect to Star Diamond, investors and others should not place undue reliance on these statements and should carefully consider the foregoing factors and other uncertainties and potential events.

Star Diamond does not undertake any obligation to release publicly revisions to any forward-looking statement to reflect events or circumstances after the date of this release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at investors' own risk.

SOURCE Star Diamond Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2024/01/c3453.html

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