UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2022
(Exact name of registrant as specified in its charter)
Nevada | 000-51866 | 20-1970188 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
#18 1873 Spall Road
Kelowna, British Columbia, Canada
V1Y 4R2
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (250) 870-2219
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Shares | ENRT | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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On August 18, 2022, Enertopia Corp. ("we", "us", "our, the "Company") entered into a management services agreement (the "Consulting Agreement") with Allan Spissinger ("Spissinger") whereby Spissinger will be employed as our Chief Financial Officer. The initial term of the Consulting Agreement is for one year and then continuing month to month thereafter with all terms in effect unless and until terminated. The Consulting Agreement may be terminated by either party at any time by three (3) months' notice in advance, in writing given by Spissinger to the Company, or by the Company to Spissinger.
On August 18, 2022, we also appointed Kevin Brown and John Nelson to our board of directors.
Item 3.02 | Unregistered Sales of Equity Securities |
On August 18, 2022, the Company granted 2,000,000 stock options pursuant to its stock option plan to the parties named below at an exercise price of US$0.06, vesting immediately and expiring on August 18, 2027:
Name of Optionee |
Amount of Stock Options Granted |
Allan Spissinger |
1,000,000 |
Kevin Brown |
500,000 |
John Nelson |
500,000 |
The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7.01 | Regulation FD Disclosure |
On August 17 and 18, 2022, Enertopia issued news releases, attached as Exhibits 99.1 and 99.2, announcing the filing of its third non provisional pending patent, drilling update and management changes.
Item 9.01 | Financial Statements and Exhibits |
10.1 | Consulting Agreement dated August 16, 2022 |
99.1 | Press Release dated August 17, 2022 |
99.2 | Press Release dated August 18, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERTOPIA CORP. |
/s/ Robert McAllister |
Robert McAllister |
President and Director |
August 19, 2022 |
Exhibit 10.1
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT dated for reference the 16th day of August, 2022.
BETWEEN:
Enertopia Corp, a company duly incorporated under the laws of the State of Nevada and having its office at #18 1873 Spall Rd, Kelowna, British Columbia V1Y 4R2
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
M&E Services Ltd owner Allan Spissinger, Langley, British Columbia, V2Y1Y6
(hereinafter referred to as "Consultant")
WHEREAS:
A. The Company wishes to employ Consultant as its Chief Financial Officer and to provide management Services to it on the terms and conditions hereinafter set forth.
B. The Consultant has agreed to provide the Services to the Company on the terms and conditions set out in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of the covenants and agreements hereinafter contained the parties hereto have agreed as follows:
1. ENGAGEMENT OF SERVICES
1.1. The Company hereby engages the Consultant to provide management Services as an independent contractor to the Company under the direction of the Chief Executive Officer; and
1.2. The Consultant hereby agrees to perform the following duties required of his in accordance with the terms of this agreement namely:
all duties expected of a chief financial officer in the resource, technology and of an alternative energy company, including strategic corporate and financial planning; management of the overall business operations; negotiation and management of agreements; and any other duties that should be reasonably expected by the Board of Directors (the "Services").
2. TERM
2.1. The initial term of this Agreement shall be for a period of one (1) year, commencing as of the 1st day of August 2022 and continuing month to month thereafter with all terms in effect unless and until terminated as hereinafter provided.
3. SERVICES
3.1. The Consultant agrees to perform the Services contracted hereunder including the following:
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(a) to carry out all functions associated with the Services to the best of his skill and ability for the benefit of the Company;
(b) to carry out the Services in a timely manner;
(c) to act, at all times during the term of this Agreement, in the best interests of the Company; and
(d) to use his best endeavors to preserve the goodwill and reputation of the Company and the relationship between the Company and its shareholders.
(e) The Company is aware that the Consultant is independent and may have and may continue to have financial or business interests in other companies. The Company agrees that Consultant may continue to devote time to such outside interests, provided that such interests do not conflict with Consultant's ability to perform his duties under this Agreement.
(f) The services to be performed by Consultant pursuant hereto are personal in character, to be performed by Mr. Allan Spissinger, and neither this Agreement nor any rights or benefits arising thereunder are assignable by Consultant without the previous written consent of the Company.
(g) During the term of this Agreement, the Company agrees to obtain and maintain Director and Officer Liability Insurance, to the extent that and during any period time in which the Consultant is appointed as an executive officer of the Company. Upon request, the Company will provide proof of such insurance to the Consultant.
4. REMUNERATION
4.1. The Company shall pay to the Consultant for all Services rendered hereunder:
(a) the base fee sum of Five Thousand US Dollars ($5,000.00) per quarter, plus GST, payable on the 1st day of each quarter with a quarterly review of hours worked for any upward adjustment to the above base fee;
(b) The issuance of 1,000,000 stock options within 14 days of signing the MGMT contract.
(c) The Consultant's out of pocket expenses incurred on behalf of the Company. In respect of expenses, Consultant shall provide statements and vouchers to the Company as and when required by it.
(d) The Consultant will be entitled to receive a performance related bonus on the same terms and conditions as for persons participating in any bonus plan that may be established and approved by the Company's board of Directors. Any bonus payable to the Consultant will be at the sole discretion of the Company's Board of Directors, acting reasonably.
5. TERMINATION
5.1. This Agreement may be terminated by either party at any time by three (3) months notice in advance, in writing given by the Consultant to the Company, or by the Company to Consultant.
5.2. The Company may terminate this Agreement at any time, without further obligation to the Consultant if:
(a) The Consultant breaches any of the terms and conditions of this Agreement;
(b) The Company provides a lump sum termination break fee payment to the Consultant in the amount equal to 4 times the Fee plus GST in reference to 4.1. (a)
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5.3. If this Agreement is terminated by either party or any successor company or person, within 90 days of a Change of Control, excluding termination under section 5.2(a) herein, M&E Services Ltd. owner Allan Spissinger shall receive the payment under section 5.2.(b), plus an additional payment in the amount equal to 4 times the Fee per clause 4.1. (a). A "Change of Control" means any of the following events:
(a) If any individual, partnership, company, society, or other legal entity (a "Person"), alone or together with any other Persons with whom it is acting jointly or in concert, becomes the beneficial owner of, or acquires the power to exercise control or direction over, directly or indirectly, such securities (or securities convertible into, or exchangeable for, securities) entitled to fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors ("Voting Stock") of the company or if any Persons that previously were not acting jointly or in concert commence acting jointly or in concert and together beneficially own, or have the power to exercise control or direction over, securities entitled to more than fifty percent (50%) or more of the votes exercisable by holders of voting stock, nor have rights of conversion which, if exercised, would permit such Persons to own or control such a percentage of votes;
(b) The Company is merged, amalgamated or consolidated into or with another Person and, as a result of such business combination, securities entitled to more than fifty percent (50%) of the votes, exercisable by holders of the Voting Stock of the Company or of such Person into which the Voting Stock of the Company is converted in or immediately after such transaction are held by a Person alone or together with any other persons with whom it is acting jointly or in concert and such Person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent ;(50%) of the votes exercisable by the holders of the Voting Stock of the Company immediately prior to such transaction;
(c) The capital of the Company is reorganized and, as a result of such reorganization, securities entitled to more than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the Company upon or immediately after such reorganization are held by a Person alone or together with any other Persons with whom it is acting jointly or in concert and such Person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the Company immediately prior to such reorganization.
(d) The Company sells or otherwise transfers all or substantially all of its assets to another Person and immediately following such sale or transfer securities entitled to more than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the acquiring Person are held by a Person that alone or together with any other Person or Persons with whom it is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by holders of the Voting Stock of the Company immediately prior to such transaction; or
(e) During any period of two consecutive years, individuals ("Incumbent Directors") who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof. For the purposes of this clause (5.3.(e)):
i. Each director who, during any such period, is elected or appointed as a director of the Company with the approval of at least a majority of the Incumbent Directors will be deemed to be an Incumbent Director;
ii. An "Incumbent Director" does not include a director, elected or appointed pursuant to an agreement (in respect of such election or appointment) with another Person that deals with the Company at arm's length, or as part of or related to an amalgamation, a merger or a consolidation of the Company into or with another person, a reorganization of the capital of the Company or the acquisition of the Company as a result of which securities entitled to less than fifty (50%) percent of the votes exercisable by holders of the then-outstanding securities entitled to Voting Stock of the Company is converted on or immediately after such transaction are held in the aggregate by Persons who were holders of Voting Stock of the Company immediately prior to such transaction; and
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iii. References to the Company shall include successors to the Company as a result of any amalgamation, merger, consolidation or reorganization of the Company into or with another body corporate or other legal Person.
6. NOTICE
6.1. Any notice to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered to, or sent by prepaid registered post addressed to, the respective addresses of the parties appearing on the first page of this Agreement (or to such other address as one party provides to the other in a notice given according to this paragraph). Where a notice is given by registered post it shall be conclusively deemed to be given and received on the fifth day after its deposit in a Canada post office any place in Canada.
7. MISCELLANEOUS
7.1. This Agreement may not be assigned by either party without the prior written consent of the other.
7.2. The titles of headings to the respective paragraphs of this agreement shall be regarded as having been used for reference and convenience only.
7.3. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
7.4. This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia, Canada.
7.5. Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written.
ENERTOPIA CORP.
Per: /s/ Robert McAllister
Authorized Signatory
Signed in the presence of
Name | /s/ Alan Spissinger | |||
ALLAN SPISSINGER | ||||
Address | ||||
Signature |
Exhibit 99.1
Enertopia Atmospheric Water Generator Pending Patent Filed
Kelowna, British Columbia, August 17th, 2022 - Enertopia Corporation ("Enertopia'' or the "Company") a company focused on building shareholder value through a combination of our Nevada Lithium claims, intellectual property, & patents in the green technology space, is pleased to announce the filing of their third non provisional pending patent this year, WATER PRODUCING SYSTEM FOR A LIQUID TRANSFER MAT.
Using the understanding of psychometrics and the physical state of moisture naturally occurring in the atmosphere, Enertopia has developed a method to extract moisture by lowering the temperature in their Heat Extractor™ system to below the dew point of ambient air. Water will form on the outside surfaces and drop to a catch basin for water retention and collection.
This technology could be coupled to large solar arrays where efficient PV power will be produced by day and water produced by night and seasonally during the day. Enertopia believes that this approach will significantly increase the ROI of any power project where water shortages exist. Water production costs are projected to be less than that of desalination or reverse osmosis both in first cost and on a per gallon basis. Arid coastal and seasonally monsoonal areas are particularly favorable.
Worldwide Potential
The table below uses the data from four locations. Tonopah, NV which is the location of our West Tonopah Lithium project, is where the data for the first row of column 1 is generated. We were able to show at maximum production the ability to extract 5,466 gallons of water per hour/MW of solar array. The varying factors in the data are; humidity levels, ambient air temperature, dew point. Column 2 shows the average water extraction per hour/MW of solar array.
The raw data (humidity levels, air temperature, & dew point) used for each location in the table can be found below in the notes.
Note:
1) Tonopah based on 3AM local time air temperature 59F, dew point 54F and humidity 83%. Central Valley based on 3AM local time air temperature 65F, dew point 60F and humidity 82%. Abu Dhabi based on 3AM local time air temperature 91F, dew point 86F and humidity 84%. Antofagasta based on 3AM local time air temperature 64F, dew point 59F and humidity 83%.
2) Estimated net water production per panel 2.46 gal per hour Tonopah, 2.38 gal per hour Central Valley, 4.67 gal per hour Abu Dhabi and 2.41 gal per hour Antofagasta.
3) Based on yearly average 3 AM air temperatures, dew points and humidity levels for and water production per panel from each location mentioned above.
4) PV panel size used 80"x 40" 2,222 panels = 1 MW PV, wind speed assumed 4 mph.
"Enertopia has made great strides forward in the last year by continuing to develop our Nevada lithium property, expanding into Green Technology has resulted in several opportunities that we continue to investigate in improving mining and society at the same time." Stated CEO Robert McAllister
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Conclusion:
We continue to believe that the Lithium hosted claystone deposits in Nevada will become major sources of Lithium production in the 2020s while offering the United States a secure domestic supply of battery grade Lithium products. We are also excited to see and witness the convergence of several technologies that are changing the very way we produce and consume electrical energy amidst the growing opportunities for a better world.
About Enertopia:
Defines Itself as an Environmental Solutions Company focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technologies to build shareholder value.
Enertopia shares are quoted in the United States under ticker symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, the President at 1-888-ENRT201.
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its mining or technology projects, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements., foreign exchange and other financial markets; changes in the interest rates on borrowings; hedging activities; changes in commodity prices; changes in the investments and expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in which Enertopia Corporation operates. There can be no assurance that the testing for the brine recovery system will be effective for the recovery of Lithium and if effective will be economic or have any positive impact on Enertopia, or that current talks with respect to potential joint ventures or partnerships will result in definitive agreements. There can be no assurance that the non-provisional pending patents applications will become patents. The User should refer to the risk disclosures set out in the periodic reports and other disclosure documents filed by Enertopia Corporation from time to time with regulatory authorities.
The OTC has not reviewed and does not accept responsibility for the adequacy or accuracy of this release
Exhibit 99.2
Enertopia Corporation Reports Drilling Has Intersected Extensive Lithium Deposit
Kelowna, British Columbia--(Newsfile Corp. - August 18, 2022) - Enertopia Corporation (OTCQB: ENRT) ("Enertopia'' or the "Company") a company focused on building shareholder value through a combination of our Nevada Lithium claims, intellectual property, & patents in the green technology space, is very pleased to provide the following update.
Enertopia is delighted to report the following drilling update. As of August 12th, the complete assays from all 10 drill holes from the June drilling program have been received and analyzed.
Drill hole location map West Tonopah project:
Drill hole DH22-10 was drilled to a depth of 170 feet, with an average Li grade of 831 PPM from 70 feet to the end of hole (EOH) at 170 feet, including an average lithium grade of 1045 PPM in the last 10 feet of the hole. DH22-10 was a step-out hole drilled 2,100 feet southwest of DH22-08. Hole DH22-10 confirms the higher-grade lithium claystone horizons intersected in previous drill holes reported on July 11th, 2022. These higher-grade lithium horizons can be traced for over 5,900 feet north to south and are open at depth. This fence of drill holes appears to have intersected a continuous section of stacked lithium bearing claystone horizons. As a result of this discovery, we are excited about the next phase of drilling to take place on the project.
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Drill hole DH22-04 was drilled to 190 feet and intersected a lower claystone horizon of 160 feet in thickness and 750 feet east of the higher-grade claystone in Hole DH22-01 suggesting the hole may have been drilled across a fault or on a different structural block of lithium bearing claystone.
Hole DH22-20 was drilled 6,500 feet east of hole DH22-07 and intersected 150 feet of 441 PPM Li.
Drill Holes reported today
Drill Holes reported July 11, 2022
HOLE # |
From ft |
To ft |
PPM Li Avg |
PPM Li high |
Claystone |
Comments |
DH22-01 |
13.0 |
120 |
738 |
1,120 |
Light green claystone |
|
Including |
100 |
120 |
905 |
|
|
EOH |
DH22-05 |
32.5 |
120 |
799 |
1,140 |
Light green claystone |
|
Including |
110 |
120 |
935 |
|
|
EOH |
DH22-06 |
47.5 |
120 |
842 |
1,290 |
Light green claystone |
|
Including |
112.5 |
120 |
880 |
|
|
EOH |
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DH22-07 |
40 |
120 |
772 |
1,050 |
Light green claystone |
|
DH22-07 |
110 |
120 |
785 |
|
|
EOH |
DH22-08 |
20 |
120 |
740 |
1,070 |
Light green claystone |
|
Including |
112 |
120 |
590 |
|
|
EOH |
EOH means end of drilled hole
OBSERVATIONS:
Overburden varied from 13 feet to a maximum of 90 feet on the above holes. We are very pleased to have encountered good near surface grades of Lithium claystone covering an area of over 5,900 feet North-South as outlined in drill holes DH22-07,06,05,01,08,10 respectively. The drill hole distance from west to east was approximately 1,000 feet with the opportunity to expand on these dimensions in future drilling.
This drill program confirms the lithium claystone horizon was far thicker than originally expected and remains open at depth. Deeper drilling will need to be conducted in the future to determine the extent of the enriched light green claystone horizon and potential of additional claystone horizons at depth.
All ten holes in the drilling program ended in claystone mineralization with values ranging from 330 ppm li to 1,045 ppm li, suggesting a potentially significant lithium claystone deposit underlies our West Tonopah lithium project.
Data from the drill program suggests local normal faulting and structuring occurs in the area. Additional stratigraphic work and correlation of lithium bearing claystone units will be part of the future work program to understand the geologic setting and structural framework related to clay deposition, volcanic activity and structural history in the area. Faulting is known to occur on the TLC project 1.5 miles north of our claims which has similar geological and structural aspects as seen on our property.
CONCLUSIONS:
The recent drill program demonstrates an extensive and promising near surface lithium bearing claystone sequence is continuous across the project area that has been tested, with lithium grades averaging 787 ppm lithium content with higher average grades of 856 ppm lithium occurring near the EOH suggesting lithium grades may be increasing at depth. All drill holes ended in lithium bearing claystone indicating that additional holes and deeper drilling will be required to fully understand the grade, thickness and geometry of the lithium bearing claystone horizons underlying the property.
MANAGEMENT UPDATE AND CHANGES:
Today the company is pleased to report that based on the positive corporate developments this year and the successful drilling program completed at West Tonopah, NV. That two directors have been appointed to the board along with a new CFO.
Mr. Kevin Brown is rejoining the Board and Mr. John Nelson will now be joining the Board of directors. Furthermore Mr. Nelson with his extensive geological and geophysical background of over 40yrs in international hydrocarbon and mineral exploration/development will assist in moving the West Tonopah & other potential mineral opportunities forward.
Mr. Allan Spissinger has assumed the responsibility of CFO. Allan has worked within the (IT) sector for over a decade; specializing in corporate IT infrastructure and software development projects. Mr. Spissinger joined the audit and assurance department at PricewaterhouseCoopers (PwC) where he obtained his Chartered Professional Accountant (CPA) designation focusing on financial reporting and Sarbanes-Oxley (SOX) compliance in the following sectors: resources, manufacturing and technologies.
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"I am extremely pleased that Allan has joined our growing team and after five years of holding the interim CFO title I am more than happy to resign from the interim CFO position. In addition, with John taking on a bigger role on the mineral exploration side it will allow me more time on the technology side to oversee work with our clean energy consultants on our growing list of clean energy pending patents and prototype units entering the buildout phase." Stated President Robert McAllister.
For additional project details please visit our website at https://enertopia.com/
The Qualified Person:
The technical data in this news release have been reviewed by Douglas Wood, P.Geol a qualified person under the terms of NI 43-101.
All samples were submitted to ALS Global in Reno, Nev., for analysis by ME-ICP61 plus Lithium. standards were inserted into the sample sequences at random intervals.
About Enertopia
Defines itself as an Environmental Solutions Company focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technologies to build shareholder value.
Enertopia shares are quoted in the United States on the OTC Markets under ticker symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, the President at 1-888-ENRT201.
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its mining or technology projects, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements., foreign exchange and other financial markets; changes in the interest rates on borrowings; hedging activities; changes in commodity prices; changes in the investments and expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in which Enertopia Corporation operates. There can be no assurance that the West Tonopah project will ultimately have a drill defined resource and if so that that resource will be economic. User should refer to the risk disclosures set out in the periodic reports and other disclosure documents filed by Enertopia Corporation from time to time with regulatory authorities.
The OTCQB has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.