NEXTRACTION ENERGY CORP. (Formerly Kruger Capital Corp.)

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1 MANAGEMENT S DISCUSSION AND ANALYSIS of NEXTRACTION ENERGY CORP. (Formerly Kruger Capital Corp.) For the year ended December 31, 2008

2 NEXTRACTION ENERGY CORP. (Formerly Kruger Capital Corp.) Management s Discussion and Analysis This Management s Discussion and Analysis ( MD&A ) provides managements comments on the financial condition and results of operations of Nextraction Energy Corp. (formerly Kruger Capital Corp.) In this MD&A, Nextraction, the Company, or the words we, us our refer to Nextraction Energy Corp. and its subsidiaries. This MD&A should be read in conjunction with the Company s audited consolidated financial statements and related notes thereto for years ended December 31, 2008 and 2007, which are prepared in accordance with Canadian generally accepted accounting principles ( GAAP ). Unless otherwise stated, all amounts in this MD&A and our audited consolidated financial statements are expressed in Canadian dollars. Additional information about the Company is available on our website at and on the SEDAR website at DATE This Management s Discussion and Analysis is prepared as of April 22, CHANGE OF BUSINESS Nextraction Energy Corp. ( Nextraction or the Company ) (formerly Kruger Capital Corp.) is a TSX Venture Exchange listed company. The Company was incorporated in British Columbia on February 14, 1984 and was previously engaged in the business of owning and operating commercial property in British Columbia. In January 2007, the Company sold its remaining commercial property to a third party. On May 2, 2008 the Company announced that it entered into a Letter of Intent dated April 29, 2008 with Dolar Energy, L.L.C. ( Dolar ), a private company incorporated pursuant to the laws of the state of Utah, U.S.A., to acquire an undivided 25% interest in certain oil and gas properties, herein referred to as the North Pinedale project, located in Sublette County, Wyoming, United States (the Acquisition ). The transaction with Dolar was entered in to as an arm s length transaction, though Dolar became a related party at the Company s Annual Special General Meeting held October 15, 2008 where Mark S. Dolar, the Managing Member of Dolar, was named President, Chief Executive Officer and Director of the Company. The completion of the Acquisition is a change of business for the Company, in accordance with the policies of the TSX Venture Exchange, with a new focus on the international oil and gas industry. Effective November 5, 2008, the Company changed its name to Nextraction Energy Corp. This was in connection with its wholly owned subsidiary, Nextraction Energy (U.S.) Inc. ( Nextraction US ) successfully completing the Acquisition from Dolar. Nextraction US will enter into a joint venture with respect to the project, as a non-operator, with Vantage Energy Green River, L.L.C., a United States exploration company with extensive expertise and experience in completing the over pressurized Tertiary, Lance and Mesaverde formations in the project area. The assets acquired by Nextraction US represent a working interest in the project and Nextraction US will be required to contribute its proportionate share of the costs associated with the development of the project. Concurrent with the completion of the Acquisition, the Company completed a private placement on November 5, 2008 of 4,765,103 units (the Units) at a price of $0.42 per Unit for aggregate gross proceeds to the Company of $2,001,343. The proceeds from the private placement will be used to finance the Company s share of initial capital expenditure requirements pursuant to the Acquisition. After paying the fees and expenses associated with the Acquisition and Private Placement, the Company will use the net proceeds: (a) to satisfy the cash portion of the purchase price payable to Dolar (paid as of November 5, 2008); (b) to finance the Company s share of initial capital expenditure requirements pursuant to the Acquisition; (c) to fund additional seismic work; (d) to acquire additional leases in surrounding areas in order to maintain the Company s proportionate share in relation to the Operator; (e) to satisfy general and administrative expenses for the twelve months following the completion of the

3 Acquisition; and (f) to provide for unallocated working capital. The section on Disclosure of Outstanding Share Data further describes the details of the private placement. Also during 2008, the Company entered into a property lease agreement in respect of a property in Whitley County, Kentucky, United States that provides for the Company to explore and develop the property over an initial term of 2 years, which then may be extended depending on the Company s continued development of the property. Oil and Gas Properties North Pinedale Project, Wyoming The Company, through its subsidiary Nextraction US, owns an undivided 25% interest in and to an approximately 1, net acre leasehold interest in the North Pinedale Project situated along the northern extent of the Pinedale Anticline located in Sublette County, Wyoming. The Company, along with the project operator, Vantage Energy Green River, LLC, commenced the permitting process for a three dimensional (3-D) seismic program on the North Pinedale acreage in December of The permitting process was postponed pending the results of two Shell Western Exploration and Production Inc. wells drilled within one-half a mile of the Acquisition leasehold. Shell plans to complete the wells in the second quarter of 2009 after Bureau of Land Management (BLM) enforced seasonal restrictions are lifted. After reviewing the results of the wells, the Company and its partner will determine if the 3-D seismic program is necessary. Pursuant to the terms of the Acquisition agreement, if the first two wells drilled are completed as producing wells capable of producing in paying quantities, the Company shall pay Dolar an additional $300,000 (US) cash or 300,000 common shares of the Company, or a combination of both, at Dolar s option, after the Company has generated a 15% rate of return from its investment in the first two wells in the project. Whitley and McCreary Counties, Kentucky As at December 31, 2008, the Company had acquired one oil and gas lease in Whitley County and was in the process of acquiring three additional oil and gas leases in Whitley County. The combined total gross area was approximately acres. The terms of the lease agreements provide for the Company to explore and develop the properties over an initial term of 2 years, which then may be extended depending on the Company s continued development of the properties. In addition, the landowners retain a 12.5% net revenue interest in any oil and gas produced from the properties. The three additional leases were subsequently acquired in January 2009 for amounts of US$18,302. On March 25, 2009, Nextraction US signed a letter of intent to enter into a Farm-out and Joint Venture Agreement with Vinland Energy Eastern, LLC (London, Kentucky) ( Vinland ) for the development of approximately 56,700 net acres located in Whitley and McCreary Counties, Kentucky. The proposed agreement provides for the Company to earn a 50% working interest in the properties in three phases: (i) Phase 1: The Company is committed to drill an initial test well and in the event the results from that test well are positive, the Company will be committed to drill an additional four wells during The Company will earn a 100% working interest in each of the wells drilled and an 82.5% net revenue interest. Vinland will earn a US$15,000 fee for each well drilled under Phase 1 and will retain a 17.5% net revenue royalty interest, less the net revenue royalties to the underlying landowners. Upon the Company receiving production revenue equal to the expenses incurred for drilling, completion and marketing reserves during the development of Phase 1, Vinland will have the option to convert its net revenue royalty interest in the Phase 1 wells to a 25% working interest. (ii) Phase 2: The Company will have the option, but not the obligation, to drill an additional 25 wells by February 28, 2011 under Phase 2 of the agreement. The Company will earn a 100% working interest in each of the wells drilled and an 82.5% net revenue interest. Vinland will earn a US

4 $12,000 fee for each well drilled under Phase 2 and will retain a 17.5% net revenue royalty interest, less the net revenue royalties to the underlying landowners. Vinland will have the option to participate in the 25 wells directly as a 35% working interest partner or to convert its net revenue royalty interest in the Phase 2 wells into a 35% working interest upon the Company receiving production revenue equal to the expenses incurred for drilling, completion and marketing reserves during the development of Phase 2. Upon completion of the 25 well program, the Company will earn a 50% interest in the remaining un-drilled properties contemplated under the agreement subject to Vinland retaining a 17.5% net revenue royalty, less the next revenue royalties to the underlying landowners. (iii) Phase 3: The Company will have the option, but not the obligation, to continue drilling on the properties contemplated under the agreement on a joint 50% basis with Vinland, subject to Vinland retaining a 17.5% net revenue royalty, less the next revenue royalties to the underlying landowners. Vinland will earn a US$12,000 fee for each well drilled under Phase 3. Either the Company or Vinland may elect not to participate in any of the wells drilled under Phase 3 in which case the non-participating party will convey its working interest in the well to the participating party. Nextraction US plans to budget US$120,000 for the coring project of the first well and in the event the analytical data from the core is positive, the Company anticipates spending an additional US$1.0 - $2.2 million in order to complete its drilling program for Vinland Energy Operating, LLC., the operating entity of Vinland Energy Eastern, LLC, will be the contract operator for the project. SELECTED ANNUAL INFORMATION The following table shows selected consolidated financial information for the years ended December 31, 2008 and $ $ Interest income 39, ,720 Expenses 410, ,152 Loss before discontinued operations (357,770) (27,432) Net income from discontinued operations - 3,273,579 Net income (loss) (357,770) 3,246,147 Basic and diluted income (loss) per share (0.11) 1.24 Oil and gas properties 375,215 - Total assets 3,291,792 1,746,326 Total liaibilities 273, ,698 Working capital 2,643,050 1,320,628 Shareholders' equity 3,018,265 1,320,628 Interest income tends to fluctuate based on available cash balances. Expenses incurred tend to vary due to the level of activity regarding the acquisition and exploration of oil and gas properties and primarily consist of management and consulting fees and professional fees and overhead costs such as rent and administration fees. RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 The Company reported a net loss of $357,770 or $0.11 per share basic and diluted for the year period ended December 31, 2008 compared to net income of $3,246,147 or $1.24 per share basic and diluted in The significant decrease in income for 2008 is mainly due to the $4,380,917 gain on the sale of property related to discontinued operations in Additionally, expenses were incurred to change the Company s business strategy to the oil and gas sector. Expenses included an increase of $75,494 in third party professional fee expenses involved in compliance with the TSX-Venture Exchange for the

5 Acquisition, an increase of $101,897 of consulting fees for the Acquisition and initial stages of the new business, an increase of $17,427 for filing and transfer agent fees, an increase of $13,996 for property investigation costs and an increase of $13,260 in travel costs. SUMMARY OF QUARTERLY RESULTS The following table is a summary of our most recently completed eight quarters. Shown in thousands of dollars, except for per share amounts Dec Sep Jun Mar Dec Sep Jun Mar Interest income Income (loss) before discontinued operations (143) (105) (96) (27) 74 (24) (14) (63) Income (loss) before discontinued operations - basic and diluted (0.03) (0.04) (0.04) (0.01) 0.03 (0.01) (0.01) (0.02) Income (loss) from discontinued operations (8) 107 (57) 3,232 Income (loss) from discontinued operations - basic and diluted (0.02) 1.23 Net income (loss) (139) (96) (96) (27) (72) 3,169 Net income (loss) per common share - basic and diluted (0.02) (0.04) (0.04) (0.01) (0.03) 1.21 LIQUIDITY At December 31, 2008, the Company had current assets amounting to $2,916,577 consisting of a cash balance of $2,905,718 and accounts receivable and prepaid expenses of $10,859. The Company capitalized $290,435 of acquisition and geological consulting costs associated with an undivided 25% interest in certain oil and gas properties located in Sublette Country, Wyoming, as well as $84,780 relating to acquisition costs and geological consulting for properties in Whitley County, Kentucky. Current liabilities amounted to $273,527. With the completion of the Acquisition and private placement on November 5, 2008 the Company has sufficient funds to meet its planned drilling program commitments and operating requirements for the next 12 months. CAPITAL RESOURCES As at April 22, 2009 the Company has no reserves and no producing oil and gas wells. The Company may make further oil and gas expenditures on existing and new properties as economics and finances permit. As at December 31, 2008 the Company had cash and cash equivalents on hand of $2,905,718 ( $1,745,406). The Company completed a private placement on November 5, 2008 for aggregate gross proceeds to the Company of $2,001,343 which will allow the Company to meet its planned drilling program and operating requirements for the next 12 months. COMMITMENTS Under the terms of the Acquisition as outlined in the Change of Business section above, the Company is committed to an additional $300,000 cash (US), or 300,000 shares of the Company, or a combination of both, at Dolar s option, which will be due when the Company has generated a 15% rate of return from its investment in the first two wells of the Wyoming project. Pursuant to the letter of intent dated March 25, 2009, to enter into a Farm-out and Joint Venture Agreement with Vinland, for the development of approximately 56,700 net/70,147 gross acres located in

6 Whitley and McCreary Counties, Kentucky, Nextraction US is committed to spend US$120,000 for the coring project of the first well and in the event the analytical data from the core is positive, the Company anticipates spending an additional US$1.0 - $2.2 million in order to complete its drilling program for Effective July 1, 2008, the Company entered in to a three year Contract Engagement Agreement with Mark S. Dolar, the President, Chief Executive Officer and Director of the Company, for a fee of $170,000 (US) per year. In the event that the contract is terminated by the Company within the three year period, Mr. Dolar shall be entitled, on a going forward basis, to a ½ of 1% overriding royalty interest in the properties acquired in the North Pinedale project. OFF-BALANCE SHEET ARRANGEMENTS The Company does not have any off-balance sheet arrangements. RELATED PARTY TRANSACTIONS For the years ended December 31, 2008 and 2007, amounts paid to directors, officers and companies related by virtue of directors in common were as follows: $ $ Income: Interest income - 213,033 Expenses: Administration fees 18,000 18,000 Management and consulting fees 139,593 71,229 Rent 12,000 12,000 Loan management fees - 903,679 Asset management fees - 52, ,593 1,057,000 These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. FOURTH QUARTER RESULTS The Company had a net loss of $138,635 for the quarter ended December 31, 2008 compared to a net income of $65,470 for the comparable quarter in Interest income for the quarter ended December 31, 2008 was $13,027 compared to $99,068 for the comparable quarter in This decrease in interest income was due to interest earned on a loan receivable that the Company had in Expenses totaled $155,945 compared to $25,367 for the quarter ended December 31, This increase in expenses was due to additional professional fees and management and consulting fees incurred relating to the change in business. CRITICAL ACCOUNTING ESTIMATES The Company is a venture issuer on the TSX Venture Exchange therefore this section is not applicable. CHANGES IN ACCOUNTING POLICIES For a detailed summary of the Company s significant accounting policies, the reader is directed to Note 2 of the Notes to the December 31, 2008 audited consolidated financial statements.

7 INTERNATIONAL FINANCIAL REPORTING STANDARDS In February 2008 the Canadian Accounting Standards Board confirmed that International Financial Reporting Standards (IFRS) will replace current Canadian GAAP for publicly accountable companies. The official change over date is for interim and annual financial statements for fiscal years beginning on or after January 1, The Company is formulating and developing an implementation plan to comply with the new standards and its future reporting requirements. FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS The carrying values of the Company s financial instruments, consisting of cash and cash equivalents, accounts receivable and amounts payable, approximate their fair values due to the short-term maturity of such instruments. Unless otherwise noted, it is management s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. ADDITIONAL INFORMATION Disclosure of Outstanding Share Data The Company is authorized to issue an unlimited number of common shares without par value. As at December 31, ,606,514 shares were issued and as at December 2007, 2,611,411 shares were issued. As stated in the Change of Business section above, on November 5, 2008, the Company completed a private placement of 4,765,103 units (the Units) at a price of $0.42 per Unit for aggregate gross proceeds to the Company of $2,001,343. Each Unit consists of one common share of the Company and one common share purchase warrant (a Unit Warrant ). The common shares are subject to a four month hold period while the Unit Warrants are non-transferable. Each Unit Warrant entitles the holder to purchase one common share at a price of $0.65 per share for 24 months following the closing of the private placement. In connection with the private placement, the Company paid to registered dealers a finder s fee totaling $9,198 and 21,900 broker s warrants. Each broker s warrant is exercisable for one common share at a price of $0.65 per share for 24 months following the closing of the private placement. In addition, on November 5, 2008, the Company issued 200,000 shares to Dolar and 30,000 shares to a third party as a finder s fee to complete the acquisition of certain oil and gas properties in Wyoming, United States. These shares were valued at the prevailing share price of $0.40 per share at the date of the transaction. Under Exchange Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions in connection with the Company s change of business to the oil and gas industry, 993,334 of the Company s shares were placed in escrow, of which 218,332 have been released to date. Of the remaining 775,002 escrowed shares, 228,334 shares will be released semi-annually commencing May 5, 2009 and ending May 5, The then remaining 90,000 escrowed shares will be released semi-annually commencing November 5, 2010 and ending November 5, During the year the shareholders approved an amended and restated stock option plan of the Company pursuant to which a maximum of 1,768,282 common shares of the Company will be made available for issuance under the plan to directors, officers, employees and consultants. On November 5, 2008 the Company granted 1,125,000 stock options to the directors, an officer and a consultant of the Company. Each stock option is exercisable at $0.42 per share for a period of five years. These stock options vest at an amount of 12.5% per three month period. Trend Information There are no identifiable trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company s liquidity either increasing or decreasing at present or in

8 the foreseeable future. The Company will require sufficient capital in the future to meet its ongoing obligations. Risks and Uncertainties The Company is subject to a number of risk factors and uncertainties. While the Company strives to manage such risks to the extent possible and practical, there may be risk factors that cannot be predicted or foreseen. The following are the risk factors which the Company s management believes are most significant to the company s business. Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk as its cash and cash equivalents earn interest income at variable rates. The Company manages its interest rate risk by obtaining the best commercial deposit interest rate available in the market by the major Canadian financial institutions. Credit risk Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and cash equivalents. To minimize its credit risk, the Company places these instruments with a high credit quality financial institution. Foreign currency risk Foreign currency risk is the risk that the fair value of future cash flows or financial instruments will fluctuate as a result of changes in foreign exchange rates. The Company operates in Canada and the United States and is therefore exposed to foreign currency risk arising from transactions denominated in a foreign currency. Certain of the Company s cash and cash equivalents and accounts payable and accrued liabilities are held in US dollars. A 1% change in the exchange rate between the Canadian and United States dollar would have an effect on the loss before income taxes for the year ended December 31, 2008 of approximately $3,251. The Company monitors the exposure to foreign currency fluctuations and adjusts its cash held in US dollars accordingly. The following table lists the Canadian dollar equivalent of financial instruments denominated in US dollars as at December 31, 2008, using an exchange rate of CAD $1.00 equal to US$0.82: $ $ Cash 459,891 - Accounts payable and accrued liabilities 134,734 - Liquidity risk Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they become due. The Company manages this risk by ensuring its holding of cash and cash equivalent is sufficient to meet its short-term exploration and general and administrative expenditures. Financing risks The Company has no revenue producing oil and gas properties and is therefore limited to the cash and cash equivalents on hand in funding the acquisition and exploration of oil and gas properties. While the Company has been successful in the past in raising funds through equity financings there is no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further development of its projects.

9 Oil and gas exploration, development and other risks Companies in the business of exploring, developing and producing oil and gas involve a high degree of risk. Oil and gas reserves may never be found, or if discovered, may not result in production at reasonable costs or profitability. The business of exploring, developing and producing is also capital intensive and, to the extent that cash flows from operating activities and external sources become limited or unavailable, the ability of the Company to meet its financial obligations which are necessary to maintain their interests in the underlying properties could be impaired, resulting in the loss of the interests. There is no assurance that the Company s oil and gas properties will result in economically viable operations and will be able to recover the costs associated with the acquisition, exploration and development of the property. We compete with other companies that have significantly greater financial resources for the acquisition of interests in oil and gas properties and in the exploration and development of such properties, as well as for the recruitment and retention of qualified employees. The Company s oil and gas properties are located in the United States and when we begin exploration of our properties, we will have to ensure that we are in compliance with all material regulations applicable to our exploration activities. Existing and future environmental legislation, regulations and actions could cause additional expense, restrictions and delays in our activities, the extent of which cannot be predicted. Non-compliance with such legislation and regulations could result in significant penalties and fines to the Company. In addition, government approvals and permits are generally required in the development and production of oil and gas properties and there can be no assurance that such permits can be obtained on a timely basis or at all. In addition, changes in governmental regulations have the potential to increase compliance costs and reduce the profitability of operations. While the Company has taken steps to verify title to the oil and gas properties in which it has an interest, there is no guarantee that title to the oil and gas property will not be disputed. The Company s oil and gas activities are conducted through partners and is dependent upon its operating partners for financial and technical support which they contribute to the oil an gas properties. If the Company s operating partners are unable to fulfill their own contractual obligations, the Company may be subject to project delays, additional costs and potential loss of the property interests. The feasible development of oil and gas properties into producing operations will be highly dependent on oil and gas prices. A sustained and substantial decline in oil and gas prices could result in the termination of exploration and development work. Investor Relations As at April 22, 2009 the Company had no investor relations arrangement with any third party. Disclosure Controls and Procedures Management, including the President and the Chief Financial Officer, has evaluated the effectiveness of the Company s disclosure controls and procedures as of December 31, Management does not expect that the Company s disclosure controls and procedures will prevent or detect all error and all fraud. The inherent limitations in all control systems are such that they can provide only reasonable, not absolute, assurance that all control issues and instances of fraud or error, if any, within the Company have been detected. Based on that evaluation, subject to the inherent limitations as noted, they have concluded that the Company s disclosure controls and procedures are effective in providing reasonable assurance that material information relating to the Company and its consolidated subsidiaries would be made known to them. In addition, management, including the President and the Chief Financial Officer, has evaluated the design of the Company s internal controls over financial reporting. These controls were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Canadian generally accepted accounting principles. They have

10 concluded that the design of the internal controls over financial reporting were adequate and effective to provide reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner. There were no significant changes made to the internal controls over financial reporting during the year ended December 31, CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS Certain statements made and information contained herein may contain forward-looking statements or forward-looking information within the meaning of applicable securities legislation. Such forwardlooking statements or information include, with limitation, statements or information about the anticipated benefits resulting from the Farm-out and Joint Venture Agreement, our business strategy and goals, our future capital and other expenditures and requirements, project development schedules and results, results of exploration activities and dates by which certain areas may be developed or may come onstream, our future financing and capital activities, contingent liabilities and environmental matters. Often, but not always, forward-looking statements or information can be identified by the use of words such as plans, expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results may, could, would, might or will be taken, occur or be achieved. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forwardlooking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, amongst others, general economic conditions, industry conditions, volatility of commodity prices, stock market volatility, imprecision of reserve estimates, environmental risks, the Company s ability to obtain sufficient capital from internal and external sources to fund its proposed drilling program. Should one or more of these risks and uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information. Although we have attempted to identify factors that may cause actual actions, events or results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actual results, performances, achievements or events to not be as anticipated, estimated or intended. Also, many of the factors are beyond our control. As actual results and future events could differ materially from those anticipated in such statements and information, readers should not place undue reliance on forward-looking statements or information. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. List of Directors and Officers Directors: Officers: Mark S. Dolar Eric H. Carlson Paul B. Trost R. Michael Jones Frank R. Hallam Mark S. Dolar (President and Chief Executive Officer) David Ferguson (Secretary and Acting Chief Financial Officer)

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