-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7Tur6dhwZxbqiym5ZT3Yt/evr+mfE9Ox4zLYYdbGThA089NsPfVR1rUTYCAVKeR RH4WjL9945MySPbudAk1lw== 0000931731-05-000116.txt : 20050611 0000931731-05-000116.hdr.sgml : 20050611 20050606195853 ACCESSION NUMBER: 0000931731-05-000116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050607 DATE AS OF CHANGE: 20050606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 05881609 BUSINESS ADDRESS: STREET 1: 1621 NORTH 3RD STREET STREET 2: SUITE 1000 CITY: COEUR D'ALENE STATE: ID ZIP: 83814-3340 BUSINESS PHONE: 2086646757 MAIL ADDRESS: STREET 1: 1621 NORTH 3RD ST STREET 2: STE 1000 CITY: COEUR DALENE STATE: ID ZIP: 83814 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19920703 8-K 1 fwgo-8k60305.txt FWGO 8K 060305 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) June 3, 2005 (June 1 2005) Fischer-Watt Gold Company Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 0-22515 88-0227654 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1410 Cherrywood Drive Coeur d'Alene ID 83814 (Address of principal executive offices) (208) 664-6757 Registrant's telephone number, including area code 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)) ITEM 7.01 Regulation FD Disclosure On June 1, 2005, Fischer-Watt Gold Company Inc. issued a press release relating to its having secured development funding from Nexvu Capital Corp. (Vancouver, B.C.) for development of the La Balsa copper property in Michoacan, Mexico. The press release is incorporated herein by reference and furnished as Exhibit 99.1 hereto. ITEM 9.01. Financial Statements and Exhibits c) Exhibits The following exhibit is furnished with this report. - ----------------------------- -------------------------------------------------- Exhibit Number Description - ----------------------------- -------------------------------------------------- 99.1 Press Release dated June 1, 2005, "Fischer-Watt Secures the Development of La Balsa, Arranges funding for Latin American Exploration. - ----------------------------- -------------------------------------------------- SIGNATURE 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. Dated: September 30, 2004 Fischer-Watt Gold Company Inc. By: /s/ George J. Beattie -------------------------------------- George J. Beattie, President Chief Executive Officer -2- EXHIBIT INDEX - ----------------------------- -------------------------------------------------- Exhibit Number Description - ----------------------------- -------------------------------------------------- 99.1 Press Release dated June 1, 2005, "Fischer-Watt Secures the Development of La Balsa / Arranges funding for Latin American Exploration" - ----------------------------- -------------------------------------------------- -3- EX-99.1 2 ex99-1.txt FWGO NR 060105 FISCHER-WATT COLD GOMPANY INC. 1410 Cherrywood Dr., Coeur d'Alene, ID 83814 Telephone 208-664-6757 Fax 208-667-6516 News Release # 01/2005 June 1, 2005 FISCHER-WATT SECURES THE DEVELOPMENT OF LA BALSA Arranges funding for Latin American Exploration Fischer-Watt Gold Company, Inc. (OTC BB: FWGO) has entered into a Letter of Intent with Nexvu Capital Corp. of Vancouver, B.C. for the development of the La Balsa copper property in Michoacan, Mexico. Additionally, Nexvu will provide FWGO with up to $2 million by way of Convertible Debentures to enable FWGO to carry out mineral exploration programs in Latin America. La Balsa Project The La Balsa property is 100% owned by FWGO's 65% controlled Mexican subsidiary, Minera Montoro. Nexvu will have the right to earn a 67.5% Joint Venture interest in the near-surface oxide portion of the La Balsa copper deposit by placing La Balsa into production within 27 months and by having spent at least $10 million on the project. However, total costs to complete the project to production are expected to be more than this amount, with Nexvu's current preliminary estimate for an open-pit mine, leach facility and an SX-EW copper recovery plant being in the range of up to $18 million. Nexvu will provide all these funds and is entitled to recoup the pre-production capital costs that are over and above a non-recoupable amount of $10 million. They will be entitled to receive 82.5% of free cash flow from the operations during the period of capital recoupment. Thereafter, free cash flow will be split in the Joint Venture amounts of 67.5% to Nexvu and 32.5% to Minera Montoro. After earning its interest in the oxide portion of the deposit Nexvu will also be entitled to earn a 100% interest in the deeper sulphide portion of the La Balsa copper porphyry system. The earn-in on this portion of the deposit will be satisfied by the expenditure of $3 million on development of the sulphide system within 3 years after Nexvu having exercised its option over the oxide deposit. Minera Montoro will retain a Net Smelter Return royalty on production after capital recoupment from the sulphide deposit. This royalty will be calculated on a sliding scale determined by the price of copper. The scale ranges from a minimum royalty of 1% when copper is below US$0.80 per pound to a maximum of 4% when copper is above US$1.60 per pound. Nexvu has the option to purchase a 1.5% royalty from Minera Montoro for $3 million within one year after completion of the final bankable feasibility study of the sulphide deposit at which point the sliding scale royalty payable will be modified to 0.5% when the price of copper is below US$1.00 per pound and ranging to a maximum of 2.5% when the price of copper is above US$1.60 per pound. Mr. George Beattie, President of FWGO, on welcoming Nexvu, said; "We are extremely happy that Nexvu recognised the large potential of La Balsa and proposed to construct a fully integrated mine and SX-EW plant to produce refined copper metal." Latin American Exploration FWGO will form a strategic alliance with Nexvu for the purpose of exploring for mineral deposits in Latin America through FWGO's 65% subsidiary, Minera Montoro. In order to fund this exploration Nexvu will provide FWGO with up to $2 million over 3 years by way of a series of Convertible Debentures. The first tranche, in the amount of $650,000 will take place shortly after completion of Nexvu's Initial Public Offering. Second and third tranches of $650,000 and $700,000 will follow one year and two years later, respectively. These debentures will carry a commercial interest rate of prime plus 3% and will be repayable a year after funds have started to be distributed to the Joint Venture on production from the oxide deposit at La Balsa. Repayment may be in the form of cash or shares of FWGO at the then market price of FWGO shares. FWGO, at the time of repayment, may determine in what form it will repay 50% of the total repayable amount, i.e. either in cash or shares. Nexvu, likewise, may determine in what form it would like to receive repayment of the remaining 50% of the total repayable amount. Nexvu has been granted "back-in" rights to 51% of a project once over $400,000 has been spent on that project. To exercise this right Nexvu has to contribute 200% of the amount spent on the project by Minera Montoro. Commenting on this part of the agreement, George Beattie noted that; "This staged infusion of money into the Company will enable FWGO to continue with exploration projects even as La Balsa is being prepared for production. Additionally, repayment is planned to take place a year after FWGO has started to receive cash distributions from La Balsa." A definitive agreement is now being drawn up and may be subject to certain regulatory and shareholder approvals. For further information please contact: Mr. George Beattie, President and Chief Executive officer. Fischer-Watt Gold Company, Inc 208-664-6757 Email address: gjbeattie@yahoo.com Statements in this release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those projected in the forward-looking statements. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----