-----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, GM4Ej48tm7jEo2IO72pzi8dOv2Ms9iy+ryLluxUZfktyZCAz1E25dhKrHP3XHAuD Ot6uKDBa6ZhlPILkZBm2XA== 0001014909-05-000158.txt : 20051207 0001014909-05-000158.hdr.sgml : 20051207 20051206213946 ACCESSION NUMBER: 0001014909-05-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051205 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051207 DATE AS OF CHANGE: 20051206 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: 051248436 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 f8k_5dec2005fisherwatt.txt 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): December 5, 2005 Fisher-Watt Gold Company, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 0-22515 88-0227654 - ----------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification #) of incorporation) 2582 Taft Court Lakewood, CO 80215 --------------------------------------- (Address of Principal Executive Office) (303) 232-0292 ---------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 1.01 Entry into a material Definitive Agreement - --------- ------------------------------------------ A. The Nexvu Agreement On June 1, 2005, Fischer-Watt Gold Company, Inc. (the "Company") entered into a Letter of Agreement with Nexvu Capital Corp., a private corporation based in Vancouver, BC, Canada ("Nexvu), for the development of the La Balsa copper project in Michoacan, Mexico (please see the Press Release of June 1, 2005 filed as Exhibit 99.1 to the Company's Form 8-K filed on June 7, 2005 for details). On December 5, 2005, the Company entered into a new Letter of Agreement (the "Agreement") whereby Nexvu will purchase the Company's entire interest in Minera Montoro for $2,235,000. The Company holds a 65% equity interest in Minera Montoro that in turn has 100% ownership of the La Balsa property. The Agreement calls for staged payments to the Company in the following amounts, on or before: January 15, 2006 - $50,000 April 30, 2006 - $695,000 to earn 20% interest October 31, 2006 - $745,000 to earn a further 20% interest April 30, 2007 - $745,000 to earn the remaining 25% interest Nexvu will also provide the Company with a 1% Net Smelter Return royalty on the porphyry portion of the property subject to the right of Nexvu to purchase half of this royalty for $1 million. Alternatively, if the property is not in production within 7 years then Nexvu will, at the Company's option, purchase half the royalty. The Agreement is subject to legal and financial due diligence by Nexvu and the entering into a formal agreement. If any of the conditions of this Agreement are not satisfied then the relationship between Nexvu and the Company as governed by the earlier Agreement shall remain in effect. The Company's representative on the Board of Minera Montoro will be replaced by a Nexvu nominee. All costs of maintaining Minera Montoro and advancing La Balsa through exploration, development and into production will be borne by Nexvu. 2 B. The Astra Ventures Agreement Over the past several years, The Astra Ventures, Inc. ("Astra"), a private company controlled by Mr. James M. Seed, a director and 27.8% shareholder of the Company, has advanced funds to Astra totaling $864,028. These funds were used by the Company to advance the its mining and exploration projects as well as for corporate general and administrative purposes. A large portion of these funds was expended on the La Balsa project. The terms of the funding were that the funds were to be repaid with 5% interest and that Astra would earn a 1% interest from the Company's interest in La Balsa for each $40,000 that Astra loaned the Company. As a result, Astra currently owns a 21.6% interest in the La Balsa project. In return for Astra relinquishing this interest back to the Company, on December 5, 2005, the Company agreed in principle to repay Astra the $864,028 in 3 payments of approximately $288,000 each on dates corresponding with the payments by Nexvu as outlined above. Additionally, in lieu of any interest and lost business opportunity, Astra will receive stock options in the Company as follows: Series 1 options: 4 million shares exercisable at $0.30 per share for 5 years. Series 2 options: 4 million shares exercisable at $0.40 per share for 7 years. Series 3 options: 2 million shares exercisable at $0.60 per share for 10 years. The Board of Directors of the Company approved the agreement in principle on December 5, 2005. No definitive agreement has yet been entered into between the Company and Astra. Item 7.01 Regulation FD Disclosure. - --------- ------------------------- On December 7, 2005, the Company issued a news release titled "Fisher-Watt Sells its Mexican Assets for $2.2 Million." The full text of the news release is included as an exhibit to this Report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. - --------- --------------------------------- (c) Exhibits. Exhibit Number Description -------------- ----------- 10.1 Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fisher-Watt Gold Company, Inc. and Minera Montoro, S.A. de C.V. 99.1 News Release dated December 7, 2005 3 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. FISHER-WATT GOLD COMPANY, INC. By: /s/ Peter Bojtos -------------------------------------- Peter Bojtos, Chief Executive Officer December 6, 2005 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fisher-Watt Gold Company, Inc. and Minera Montoro, S.A. de C.V. 99.1 News Release dated December 6, 2005 5 EX-10 2 exh10_1.txt Exhibit 10.1 ------------ NEXVU CAPITAL CORP. Suite 1780-400 Burrard St. Vancouver, B.C. Canada V6C 3AC TEL: 604.893.8834 FAX: 604.669.1464 December 5, 2005 Fischer - Watt Gold Company, Inc. Mr. James M. Seed 2582 Taft Court c/o The Astra Ventures, Inc. Lakewood, CO, 80215 50 South Main Street Providence, RI, 02903 Attention: Mr. Peter Bojtos, President Mr. William Rapaglia Mr. Gerald D. Helgeson 540 W. Boston Post Road # 250 3770 Poppy Lane Mamaroneck, New York, 10543 Fallbrook, CA, 92028 Mr. George J. Beattie Mr. Peter Bojtos Apt. 79 - 22809 E. Country Vista Drive 2582 Taft Court Liberty Lake, WA, 99019 Lakewood, CO, 80215 Dear Sirs: Re: Nexvu Capital Corp. ("Nexvu") and Fischer - Watt Gold Company, Inc. ("FWG") and Minera Montoro, S.A. de C.V. ("MM") The purpose of this letter is to provide the terms upon which Nexvu offers to purchase all of FWG's right, title and interest in and to the shares of MM issued to FWG together with any other interest FWG has in the assets of MM (collectively referred to herein as the "Interest"). Although it is contemplated that a more formal agreement (the "Formal Agreement") will be entered into in respect to this matter, this letter agreement will create binding legal obligations between the parties. For the purposes of this letter agreement the term "Property" means the property known as "La Balsa" which is owned by MM. For the purposes of this letter agreement Messrs. Peter Bojtos, James M. Seed, George J. Beattie, William Rapaglia and Gerald D. Helgeson are collectively referred to herein as the "Directors". Subject to the terms of this letter agreement Nexvu offers to purchase the Interest for US$2,235,000 in stages, payable as follows: 1. $50,000 by January 15, 2006; 2. $695,000 by April 30, 2006 to earn 20% of the Interest (the First Share Tranche"); 3. $745,000 by October 31, 2006 to earn another 20% of the Interest (the "Second Share Tranche"); and 4. $745,000 by April 30, 2007 to earn the remaining 25% of the Interest (the "Third Share Tranche"). Nexvu may extend the time in which any of the above payments are to be made by up to 60 days provided that Nexvu pays $25,000 for each 30 days of such extension. Nexvu will have the right to accelerate payments at any time and may assign its rights under this agreement to a third party. Nexvu confirms that it will use its best efforts to complete the acquisition of the Interest as soon as it is financially able to do so, taking into account its cash resources in the context of its cash needs. Nexvu will, in any event, accelerate the completion of the acquisition of the Interest if Nexvu completes a financing of more than US$15 million. 2 Nexvu will, upon acquisition of the entire Interest, provide FWG with a 1% NSR in respect to the porphyry portion of the Property subject to the right of Nexvu to purchase 50% of such NSR for US$1 million (the "NSR"). If within seven years of the date of this letter agreement the Property is not in production Nexvu will, at FWG's option, purchase 50% of the NSR. FWG will have the right to assign the NSR. The obligation of FWG to complete the sale to Nexvu of all or part of the Interest is subject to FWG obtaining, on behalf of MM, all necessary approvals required by MM for the transfer of the Interest to Nexvuand the Directors and FWG will use their best efforts to obtain such approvals. Nexvu's offer to FWG is subject to the following conditions (the "Conditions") which Nexvu, in its sole discretion may waive: a) due diligence confirming the satisfactory financial status of MM; b) confirmation of good title of MM in the Property including confirmation that the necessary 2005 assessment work has been made on the Property to cause the Property to be in good standing; c) confirmation that to the best knowledge of FWG there are no outstanding lawsuits against FWG or MM and no claims or liens against the Interest; and d) the Formal Agreement being entered into. This offer and the proposed acquisition of the Interest shall remain subject to the terms of the letter agreement dated May 24, 2005 entered into among Nexvu, MM, FWG and Jorge Ordonez (the "May Letter Agreement") such that in the event that the within offer outlined in this letter agreement is not accepted or any of the Conditions are not either satisfied or waived by Nexvu, the relationship between Nexvu and FWG as governed by the terms of the May Letter Agreement shall remain in full force and effect. The parties agree that the acquisition by Nexvu of the First Share Tranche will take place upon payment by Nexvu regardless of whether FWG obtains prior shareholder approval. However, if FWG requires shareholder approval for the acquisition by Nexvu of the Second Share Tranche and the Third Share Tranche the acquisition of the Second Share Tranche and the Third Share Tranche will be subject to FWG obtaining shareholder approval provided, however, that it will be in the sole discretion of FWG whether shareholder approval is required. In the event this offer is accepted by FWG, FWG will: a) upon payment to FWG of the amounts referred to in points 2, 3, and 4 in the second paragraph of this letter, transfer to Nexvu the number of shares of MM equal to the percentage of MM purchased in each of 2, 3, and 4 above; and b) if shareholder approval is required for the acquisition by Nexvu of the Second Share Tranche and the Third Share Tranche use its best efforts to obtain shareholder approval as soon as reasonably possible, it being understood that whether FWG shareholder approval is required will be in the sole discretion of FWG. In the event this offer is accepted by FWG, FWG and George Beattie will submit to Nexvu the resignation of George Beattie as a director of MM and will use their best efforts (including FWG voting its shares of MM in favour of the appointment of Nexvu nominees as directors of MM as hereinafter referred to) to sign such documents and take such steps as necessary to cause a minimum of one nominee of Nexvu to replace George Beattie as director of MM and to the extent 3 possible, take such steps and sign such documents as required in order to provide nominees of Nexvu to have two directors appointed to the board of MM In the event this offer is accepted by FWG the Directors will enter into lock up agreements pursuant to which they will agree to vote the shares they own in FWG in favour of the acquisition by Nexvu of the Second Share Tranche and the Third Share Tranche if shareholder approval is required. This offer is open for acceptance until Monday December 5, 2005 at 5p.m. Pacific Standard Time failing which it will be deemed to be withdrawn. Notice of acceptance can be given by signing this letter wherein indicated and faxing a copy of this letter to Nexvu Capital Corp. at (604) 669-1464. Yours truly, NEXVU CAPITAL CORP. Per: /s/ W. Glen Zinn W. Glen Zinn Agreed to and accepted by: FISCHER - WATT GOLD COMPANY, INC. Agreed to and accepted by: Per: /s/ Peter Bojtos /s/ James M. Seed - ----------------------------------- ------------------------------------ Authorized Signatory JAMES M. SEED Agreed to and accepted by: Agreed to and accepted by: /s/ George J. Beattie /s/ William Rapaglia - ----------------------------------- ----------------------------------- GEORGE J. BEATTIE WILLIAM RAPAGLIA Agreed to and accepted by: Agreed to and accepted by: /s/ Gerald D. Helgeson /s/ Peter Bojtos - ----------------------------------- ----------------------------------- GERALD D. HELGESON PETER BOJTOS EX-99 3 exh99_1pressrelease.txt Exhibit 99.1 ------------ FISCHER-WATT GOLD COMPANY, INC. N E W S R E L E A S E 2582 Taft Court, Lakewood, Colorado 80215 USA PH:(303) 232-0292 FAX:(303) 232-0399 FISCHER-WATT SELLS ITS MEXICAN ASSETS FOR $2.2 MILLION Denver, CO - Dec. 7, 2005 - Fischer-Watt Gold Company, Inc. (OTCBB:FWGO) has completed two transactions designed to return the Corporation to a firm and strong financial footing. The first of these is a new agreement with Nexvu Capital Corp. whereby Nexvu will purchase Fischer-Watt's entire 65% interest in its Mexican subsidiary, Minera Montoro S.A. de C.V. for $2,235,000 and will also grant Fischer-Watt a production royalty from the La Balsa property. In a second agreement, The Astra Ventures, Inc. has relinquished to Fischer-Watt the 21.6% interest it had previously earned in the La Balsa property from Fischer-Watt as a result of having provided funds to the Corporation. Fischer-Watt will reimburse Astra the $864,028 that it had advanced the Company and will provide Astra with stock options in lieu of interest and lost business opportunity. The Nexvu Agreement On June 1, 2005, Fischer-Watt entered into a Letter of Agreement with Nexvu Capital Corp., a private corporation based in Vancouver, BC, Canada, for the development of the La Balsa copper project in Michoacan, Mexico (please see the Press Release of June 1, 2005 for details). On December 5, 2005, Fischer-Watt entered into a new Letter of Agreement whereby Nexvu will purchase Fischer-Watt's entire interest in Minera Montoro for $2,235,000. Fischer-Watt holds a 65% equity interest in Minera Montoro that in turn has 100% ownership of the La Balsa property. This Agreement calls for staged payments to Fischer-Watt in the following amounts, on or before: January 15, 2006 - $50,000 April 30, 2006 - $695,000 to earn 20% interest October 31, 2006 - $745,000 to earn a further 20% interest April 30, 2007 - $745,000 to earn the remaining 25% interest Nexvu will also provide Fischer-Watt with a 1% Net Smelter Return royalty on the porphyry portion of the property subject to the right of Nexvu to purchase half of this royalty for $1 million. Alternatively, if the property is not in production within 7 years then Nexvu will, at Fischer-Watt's option, purchase half the royalty. The Agreement is subject to legal and financial due diligence by Nexvu and the entering into of a Formal Agreement. If any of the conditions of this Agreement are not satisfied then the relationship between Nexvu and Fischer-Watt as governed by the earlier Agreement shall remain in effect. Fischer-Watt's representative on the Board of Minera Montoro will be replaced by a Nexvu nominee. All costs of maintaining Minera Montoro and advancing La Balsa through exploration, development and into production will be borne by Nexvu. The Astra Ventures Agreement Over the past several years, The Astra Ventures, Inc., a private company controlled by Mr. James M. Seed, a director and 27.8% shareholder of Fischer-Watt, has advanced funds to the Corporation totaling $864,028. These funds were used to advance the Company's mining and exploration projects as well as for corporate general and administrative purposes. A large portion of these funds was expended on the La Balsa project. The terms of the funding were that the funds were to be repaid with 5% interest and that Astra would earn a 1% interest from Fischer-Watt's interest in La Balsa for each $40,000 that it loaned the Corporation. Therefore, Astra currently owns a 21.6% interest in the La Balsa project. In return for Astra relinquishing this interest back to Fischer-Watt, the Corporation has agreed to repay Astra the $864,028 in 3 payments of approximately $288,000 each on dates corresponding with the payments by Nexvu as outlined above. Additionally, in lieu of any interest and lost business opportunity, Astra will receive stock options in Fischer-Watt as follows: Series 1 options: 4 million shares exercisable at $0.30 per share for 5 years. Series 2 options: 4 million shares exercisable at $0.40 per share for 7 years. Series 3 options: 2 million shares exercisable at $0.60 per share for 10 years. In commenting on these new arrangements, Peter Bojtos, President, CEO and Chairman of the Board of Fischer-Watt said, "Both these Agreements go a long way towards returning Fischer-Watt to a firm and strong financial footing. In addition, we are extremely happy with our continuing relationship with Nexvu and we are delighted with the strong support and confidence that Jim Seed, our major shareholder, places in the Corporation." 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. For further information please contact: Mr. Peter Bojtos, President and Chief Executive Officer. Fischer-Watt Gold Company, Inc. 303-232-0292 Email: info@fischer-watt.com -----END PRIVACY-ENHANCED MESSAGE-----