-----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, PZYrhxU46zrmLYMCo1UYVJVIteNJmZ14d7CQZlg9GA0WO2CD/jmZKAbAtJzKhz2B vVhJtc9Npa26Nfr2KqcqDg== 0001014909-06-000082.txt : 20060707 0001014909-06-000082.hdr.sgml : 20060707 20060707103258 ACCESSION NUMBER: 0001014909-06-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060627 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 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: 06949851 BUSINESS ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032320292 MAIL ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19991025 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_27june2006fisherwatt.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): June 27, 2006 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 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 (please see the Letter Agreement dated December 5, 2005 filed as Exhibit 10.1 to the Company's Form 8-K filed on December 7, 2006 for details). Subsequent to the December 5, 2005 Letter Agreement, Nexvu assigned its right, title and interest in the December 5, 2005 Letter Agreement to Rogue River Resources Corp., an entity with the same principles as Nexvu. Pursuant to the term of the Letter Agreement dated December 5, 2005, an initial deposit of $50,000 was received by the Company with the first payment of $695,000 due April 30, 2006. On April 30, 2006 Nexvu paid $25,000 to the Company in order to extend the closing date from April 30, 2006 to May 31, 2006. Furthermore, on May 31, 2006, Nexvu paid an additional $25,000 to the Company to extend the closing date to June 30, 2006. The Company entered into a new Letter Agreement (the "Agreement") dated June 27, 2006, which was exected effective July 5, 2006, with Rogue River Resources Corp. which extended the closing date to July 31, 2006. The extension was made so that the Company can implement the correct structure for the transaction. Item 9.01 Financial Statements and Exhibits. - --------- --------------------------------- (c) Exhibits. Exhibit Number Description -------------- ----------- 10.1 Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fisher-Watt Gold Company, Inc. 2 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 July 6, 2006 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fisher-Watt Gold Company, Inc. 4 EX-10 2 exh10_1rogueltr.txt EXHIBIT 10.1 ------------ ROGUE RIVER RESOURCES CORP. June 27, 2006 Fischer-Watt Gold Company, Inc. Mr. James M. Seed 2582 Taft Court c/o The Astra Ventures, Inc. Lakewood, CO 50 South Main Street USA, 80215 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"), Rogue River Resources Corp. ("RRR"), Fischer-Watt Gold Company Inc. ("FWG") and Minera Montoro, S.A. de C.V. ("MM") Reference is made to the letter agreement dated December 4, 2005 entered into among the addressees to this letter agreement and which has been assigned to RRR (the "December Letter Agreement"). The December Letter Agreement is amended by deleting the requirement for the payment of $695,000 (the "First Share Tranche Payment") for the First Share Tranche (as that term is defined in the December Letter Agreement) to be made by June 30, 2006 (taking into account the two 30 day extensions) and substituting it with the requirement that the First Share Tranche Payment be made by July 31, 2006. This letter agreement may be executed in one or more counterparts and by facsimile, which so executed shall constitute an original and all off which together shall constitute one and the same agreement. 5151 East Broadway, Suite 1600, Tuscon, AZ USA 85711 520.512.5425 520.512.5401 Suite 1780, 400 Burrard St., Vancouver, BC Canada V6C 3A6 604.669.1446 604.669.1464 Please indicate your agreement to the above by signing and returning a copy of this letter. Yours truly, ROGUE RIVER RESOURCES CORP. Per: /s/ Gordon J. Fretwell - ---------------------------------- Authorized Signatory Agreed to and accepted by FISCHER-WATT GOLD COMPANY, INC. Per: /s/ Peter Bojtos - ---------------------------------- Authorized Signatory /s/ James M. Seed - --------------------------------- -------------------------------------- JAMES M. SEED Witness /s/ William Rapaglia - --------------------------------- -------------------------------------- WILLIAM RAPAGLIA Witness /s/ Peter Bojtos - --------------------------------- -------------------------------------- PETER BOJTOS Witness /s/ Gerald D. Helgeson - --------------------------------- -------------------------------------- GERALD D. HELGESON Witness /s/ George J. Beattie - --------------------------------- -------------------------------------- GEORGE J. BEATTIE Witness -----END PRIVACY-ENHANCED MESSAGE-----