-----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, Qa+A5kdkKWHwy/tOEcR/1KMEGcH1wBJ0ES1tORuo96ZwiZA8pEC+bKr6Hq09ll6n xHOtcMsC6IYxnAmjfhLk4w== 0001014909-06-000092.txt : 20060810 0001014909-06-000092.hdr.sgml : 20060810 20060810115748 ACCESSION NUMBER: 0001014909-06-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060728 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 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: 061020190 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_28july2006.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): July 28, 2006 Fischer-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 Grandcru Agreement On July 31, 2006, Fischer-Watt Gold Company, Inc. (the "Company") entered into an Option Agreement with Grandcru Resources Corp of Vancouver, B.C., Canada ("Grandcru), to acquire Grandcru's claims in the Cambridge Mining District located south of Yerrington, Nevada. The Company has a 30-day period, until August 31, 2006, to complete its due-diligence on the property. The terms of the agreement allow for the Company to acquire a 100% interest in the claims upon completion of the following: Cash payments to an underlying property holder of: $10,000 on August 25, 2006 $15,000 on August 25, 2007 $20,000 on August 25, 2008 $25,000 on August 25, 2009 and cash payments to Grandcru of: $10,000 on July 31, 2007 $15,000 on July 31, 2008 $20,000 on July 31, 2009 $25,000 on July 31, 2010 and by satisfying annual work commitments on the property of: $50,000 in the first year $75,000 in the second year $125,000 in the third year $150,000 in the fourth year. Upon completion of the above, the Company will have earned a 100% interest in the property subject to a 2% Net Smelter Return royalty to the underlying property holder and a 2% Net Smelter Return royalty payable to Grandcru. These two royalties may be purchased for $2,000,000 and $1,500,000 respectively. B. The Nexvu Agreement On June 1, 2005, 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 June 27, 2006 filed as Exhibit 10.1 to the Company's Form 8-K filed on July 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 and the closing of this transaction is expected to occur in the near future. 2 Item 3.02 Unregistered Sales of Equity Securities. - --------- ---------------------------------------- A. On July 28, 2006, the Company issued 100,000 unregistered shares of its common stock to private vendors in connection with its purchase of a non- material mineral lease. The shares were issued as consideration towards the purchase price of the Company's interest in the lease valued at $90,000. The issuance of the shares is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"), as a transaction by an Issuer not involving a public offering. There was no general solicitation by the Company and the private vendors had access to material information of the Company. B. On July 28, 2006, the Company issued 250,000 unregistered shares of its common stock to Peter Bojotos, the Company's President and Chief Executive Officer in payment of services rendered valued at $17,500. Also, on July 28, 2006, the Company issued an aggregate of 600,000 unregistered shares of its common stock to unaffiliated service providers as payment for their services rendered to the Company valued at $42,000. The shares issued to the Company's President and Chief Executive Officer were issued to an "accredited investor" as defined under the Securities Act. The issuance of the shares to the unaffiliated service providers is exempt from registration pursuant to Section 4(2) of the Securities Act as a transaction by an Issuer not involving a public offering. There was no general solicitation by the Company and the service providers had access to material information of the Company. C. On July 28, 2006, the Company issued 500,000 options to purchase common stock to each of its five directors, Peter Bojtos, William Rapaglia, Gerald Helgeson, James M. Seed and George Beattie, for a total of 2,500,000 options. The options are immediately exercisable and will expire in five (5) year. The exercise price of the underlying shares is $0.10 per share. Also, on July 28, 2006, the Company issued 150,000 options to purchase common stock to two unaffiliated service providers. The options are immediately exercisable and will expire in five (5) year. The exercise price of the underlying shares is $0.10 per share. The 2,500,000 options were issued to the directors of the Company, thus to an "accredited investor" as defined under the Securities Act. The 150,000 options issued to the unaffiliated service providers is exempt from registration pursuant to Section 4(2) of the Securities Act as a transaction by an Issuer not involving a public offering.The options were, and any shares of the Common Stock of the Company issued upon exercise of the option must be, taken by the directors for investment and not for distribution and as "restricted securities" under the Securities Act. The Company made available to the directors the material information about the Company and its securities, including the information contained in its reports filed under the Securities Exchange Act of 1934 ("Exchange Act"). In issuing the options, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act provided in Section 4(2) thereof, as a transaction by an Issuer not involving a public offering. 3 Item 7.01 Regulation FD Disclosure. - --------- ------------------------- On August 8, 2006, the Company issued a news release titled "Fisher-Watt Options Nevada Gold Property." 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 July 14, 2006, and executed effective July 31, 2006, between Grandcru Resources Corporation and Fischer-Watt Gold Company, Inc. 99.1 News Release dated August 8, 2006 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. FISCHER-WATT GOLD COMPANY, INC. By: /s/ Peter Bojtos -------------------------------------- Peter Bojtos, Chief Executive Officer August 10, 2006 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Letter Agreement, dated July 14, 2006, and executed effective July 31, 2006, between Grandcru Resources Corporation and Fischer-Watt Gold Company, Inc. 99.1 News Release dated August 8, 2006 5 EX-10 2 exh10_1grandcru.txt Exhibit 10.1 ------------ FISCHER-WATT GOLD COMPANY, INC. 2582 Taft Court, Lakewood, CO 80215 Ph: 303-232-0292 Fx: 303-232-0399 info@fischer-watt.com --------------------- July 14, 2006 Mr. Glen Zinn, President and CEO Grandcru Resources Corporation 1780-400 Burrard St. Vancouver, B. C. V6C 3M Dear Glen, This letter will serve as our agreement, subject to conditions expressed in this letter, to the terms that we discussed regarding the Cambridge Vein Property. Details of the property are as follows: The property is known as the Cambridge Vein Property and is in the Cambridge Mining District in Lyon County, Nevada. Grandcru Resource Corporation ("Grandcru") has an option agreement with Rex L. and Jeanne L. Evatt ("Evatt") on two unpatented lode claims (CMV #1 and #2) and one unpatented placer claim (CM #1) lying within Section 1, TION, R27E, MDBM. In addition, Grandcru has recently staked additional claims in the area. Collectively, all these claims make up the property referred to as the Cambridge Vein Property ("CVP"). There is a two (2) mile area of influence from the present or future claim boundaries of the CVP. Details of Grandcru's agreement with Evatt are as follows: Grandcru has entered into an option agreement with Evatt regarding the CVP with the following terms and is attached as Exhibit A, Cash payments of: $10,000 on August 25, 2006 being the 1st anniversary of the agreement $15,000 " 2007 " 2nd " $20,000 " 2008 " 3rd " $25,000 " 2009 " 4th " The issuance of 100,000 Grandcru common shares to Evatt. Upon completion of the above, Grandcru will have earned a 100% interest in the CVP subject to a 2% net smelter return royalty on production from the CVP being reserved by Evatt. Grandcru may purchase this royalty for $1,500,000. Evatt has reserved the right to enter onto the property for the purpose of personally collecting and removing specimen grade rock samples from the surface (fossicking) as described in Exhibit A. Fischer-Watt's agreement: Fischer-Watt Gold Company, Inc. ("FWGO") hereby agrees to: 1. Assume all the rights and obligations of the Evatt agreement from Grandcru as of the date of closing of this agreement. 2. Make the following option payments on each anniversary of the closing of this agreement to Grandcru: $10,000 on the 1st anniversary $15,000 on the 2nd anniversary $20,000 on the 3rd anniversary $25,000 on the 4th anniversary and by completing work expenditures in each of the four years that FWGO chooses to maintain the option. The required expenditures would be as follows: 1st year $50,000 2nd year $75,000 3rd year $125,000 4th year $150,000 Excess expenditures in any one year may be carried forward and credited to future years expenditures. Upon completion of the payments and work expenditures FWGO will have earned a 100% interest in the CVP subject to a 2% net smelter return royalty on production from the CVP payable to Evatt, as described in Exhibit A, and a further 2% net smelter return royalty on production from the CVP payable to Grandcru. FWGO may purchase this Grandcru royalty at anytime for $1,000,000. FWGO will maintain the CVP in good standing. If this agreement is terminated within 90 days prior to September 1st in any year then the State and Federal filing fees will be paid by FWGO. Conditions to closing: A formal agreement will be drawn up and entered into between the parties. The formal agreement will include the usual representations and warranties and "boiler plate" language. FWGO will have a period of 30 days following the signing of this letter agreement to complete due diligence, especially legal due diligence, on the properties. FWGO will be the operator. Once FWGO has earned its interest in the CVP then the titles to all the claims comprising the CVP will be transferred to FWGO and the royalties will be registered. Grandcru acknowledges that all the claims comprising the CVP are in good standing and that the Evatt agreement is in good standing. Grandcru acknowledges that it has delivered the 100,000 shares of Grandcru to Evatt FWGO and Grandcru agree to provide any further undertakings as necessary to allow for the carrying out of the intentions of this agreement. The formal agreement is subject to FWGO Board approval and any required regulatory approval. This agreement shall be governed by the laws of Nevada. Time shall be of the essence of this agreement. Grandcru will provide FWGO with all data related to the CVP that it has in its possession. FISCHER-WATT GOLD COMPANY, INC. /s/ Peter Bojtos Peter Bojtos President and Chief Executive Officer Agreed to and accepted by: GRANDCRU RESOURCE CORPORATION /s/ Glen Zinn Glen Zinn President and Chief Executive Officer EX-99 3 exh99_1grandcru.txt 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 OPTIONS NEVADA GOLD PROPERTY - Acquisition of Pinal Gold Property in Arizona Being Completed --------------------------------------------------------------- Denver, CO - August 8, 2006 - Fischer-Watt Gold Company, Inc. (OTCBB:FWGO) has entered into an option agreement with Grandcru Resources Corporation of Vancouver, B.C. to acquire Grandcru's claims in the Cambridge Mining District located south of Yerrington, Nevada. The historic Cambridge Mining District is in the Walker Lane geological trend of western Nevada with the Cambridge Vein being a north-south trending, gold-bearing, quartz vein in a granitic host rock. The vein and its splays are known to contain gold, including visible gold, in high-grade occurrences, and has been mined in the historical past. The steeply dipping vein system appears to be open in both strike directions as well as down-dip. Fischer-Watt has a 30 day period, until August 31, 2006, to complete its due-diligence on the property. The terms of the agreement allow for Fischer-Watt to acquire a 100% interest in the claims upon completion of the following: Cash payments to an underlying property holder of: $10,000 on August 25, 2006 $15,000 on August 25, 2007 $20,000 on August 25, 2008 $25,000 on August 25, 2009 and cash payments to Grandcru of: $10,000 on July 31, 2007 $15,000 on July 31, 2008 $20,000 on July 31, 2009 $25,000 on July 31, 2010 and by satisfying annual work commitments on the property of: $50,000 in the first year $75,000 in the second year $125,000 in the third year $150,000 in the fourth year. Upon completion of the above, Fischer-Watt will have earned a 100% interest in the property subject to a 2% Net Smelter Return royalty to the underlying property holder and a 2% Net Smelter Return royalty payable to Grandcru. These two royalties may be purchased for $2,000,000 and $1,500,000 respectively. Commenting on this acquisition, Peter Bojtos, President and Chief Executive Officer of Fischer-Watt said, "This is the second gold property that we have acquired recently and in both cases we are able to purchase 100%. The Cambridge Vein is known for its high-grade occurrences and we will also be exploring for continuations of the vein on newly staked ground along extensions to the north and south." Pinal Gold, Arizona - ------------------- Following a successful due-diligence review of the Pinal Gold property in Arizona, as announced in a press release on June 16, 2006, Fischer-Watt is exercising its option to acquire a 100% interest in the property for $15,000 and the issuance of 100,000 restricted shares of Fischer-Watt to the Vendors. The property is subject to a 2% Net Smelter Return Royalty on production with advance royalties payable by Fischer-Watt of $20,000 at the end of the first year of ownership followed by $25,000 payments in subsequent years until production commences. As a result of its due-diligence, Fischer-Watt will be staking claims in the area prior to starting a geochemical survey on the property. Minera Montoro - -------------- The previously announced sale of Fischer-Watt's 65% interest in its Mexican subsidiary, Minera Montoro S.A. de C.V. is still expected to close in the near future although the previously announced closing dates have been extended until certain accounting issues with the final structure of the closing documents have been resolved. Grants of Shares and Options - ---------------------------- Fischer-Watt has awarded both stock grants and stock options to service providers as payments for their services, and to officers and directors. A total of 850,000 restricted shares were granted including 250,000 to Peter Bojtos, President and Chief Executive Officer of the Corporation. Stock options totaling 2,650,000 shares, including 500,000 shares to each of the five directors of the Corporation, were awarded. The exercise price of the options will be 10 cents per share and will expire in 5 years. 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-----