8-K

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:  July 13, 2010

FISCHER-WATT GOLD COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada (State or other jurisdiction of incorporation)	0-17386 (Commission File Number)	88-0227654 (IRS Employer Identification #)
2582 Taft Court, Lakewood, Colorado  80215 (Address of Principal Executive Office)

(303) 232-0292

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

[  ]

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))

Section 1 – Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement

On October 1, 2008, Fischer-Watt Gold Company, Inc. (the “Company”) entered into a binding letter agreement with Tournigan Energy Ltd. (“TVC”) to acquire its wholly-owned United States subsidiary, Tournigan USA Inc. (“TUSA”).  The prime asset in TUSA is its portfolio of mineral claims and leases on over 55,000 acres in Wyoming, South Dakota and Arizona that cover some of the most prospective uranium-bearing geology in the United States.  The Company reported the entry into this material definitive agreement on the Company's Current Report on Form 8-K filed with the Commission on October 6, 2008.

On July 13, 2011, the Company renegotiated its debt and property interests with TVC concerning its uranium properties in the western United States.  TVC has agreed to defer receipt of its debt and property interests by converting these Company liabilities to a two percent (2%) net smelter return (“NSR”) royalty interest on uranium properties within the Company’s current areas of work.

Under the terms of its existing agreement with TVC, the Company had the following obligations:

a)

$600,000 remained owing to TVC, payable from fifty percent (50%) of the proceeds of future equity financings;

b)

TVC retained a 30% carried interest on the Company’s uranium properties in Wyoming, South Dakota and Arizona through to feasibility on any project on these properties;

c)

After completion of a feasibility on a project, TVC could elect to convert its interest to a 30% contributory working interest in the project, or its interest would be diluted to a five percent (5%) net profits interest.

Under the renegotiated terms, TVC will:

a)

Forgive the $600,000 payable by the Company;

b)

Convert its interests in the Company’s properties to a two percent (2%) NSR royalty up to a maximum of $10,000,000;

c)

The Company is entitled to buy back up to one-half of this royalty for $3,000,000 at any time up to July 13, 2016, and thereby reduce the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;

d)

The NSR royalty will apply to any uranium production by the Company in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater, and the South Dakota county of Fall River. These are all areas where the Company currently holds uranium property interests.

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Section 9 – Financial Statement and Exhibits

Item 9.01.   Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description
10.1	Amending Agreement, dated July 13, 2011, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd.
99.1	News Release, dated July 13, 2011

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SIGNATURE

Pursuant to 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 President and Chief Executive Officer

Dated:  July 14, 2011

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EX-10

                                                                                                    EXHIBIT 10.1

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made as of the 13^th day of July, 2011

BETWEEN:

TOURNIGAN ENERGY LTD. ("Tournigan")

AND:

FISCHER-WATT GOLD COMPANY, INC., ("Fischer-Watt")

WHEREAS:

A.

Tournigan and Fischer-Watt are parties to a share purchase agreement dated October 1, 2008, as amended (the "SPA") pursuant to which Tournigan agreed to sell its wholly-owned subsidiary Tournigan USA Inc. ("TUSA") to Fischer-Watt in exchange for a promissory note in the amount of US$325,327 and Fischer Watt agreeing to make certain additional deferred cash payments to Tournigan.

B.

Pursuant to the SPA, Fischer-Watt granted Tournigan a 30% carried interest in respect of each TUSA property up to the completion of a feasibility study for any project encompassing any such property (a "Project"), which carried interest will convert upon completion of a feasibility study in respect of any such Project into a 30% working interest in the Project or at Tournigan's option, will be converted into a 5% net profits interest.

C.

As at the date hereof, Fischer-Watt owes Tournigan US$600,000 which is payable from 50% of all equity issues made by Fischer-Watt until paid (the "Fischer-Watt Debt").   

D.

The parties consider the requirement to pay $0.50 of every $1.00 in equity raised towards the Fischer-Watt Debt to be a serious impairment to Fischer-Watt’s ability to raise equity funds, and wish to amend the SPA, on the terms and conditions hereof, to provide for the cancellation of the Fischer-Watt Debt.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), Fischer-Watt and Tournigan hereby covenant and agree as follows:

1.1

Tournigan agrees to cancel the US$600,000 debt owed by Fischer-Watt under section 1.1 of the SPA.

1.2

Tournigan's carried interest in the properties currently held by TUSA pursuant to section 2 of the SPA is converted to a 2% net smelter return royalty ("NSR") in respect of any uranium property Fischer-Watt, or any Fischer-Watt subsidiary, now has or will acquire at any time in the future in the Wyoming counties of Carbon, Sublette, Sweetwater and Fermont and Fall River County of South Dakota to a cap of US$10,000,000.00 (the "Cap"). The NSR will be based on the value of receipts for (a) uranium produced by Fischer-Watt or (b) for any product which contains uranium (to the extent such product contains uranium produced by Fischer-Watt), calculated in each case FOB at any facility being utilized by Fischer-Watt.  For the purpose of clarification, no inputs (including without limitation sulphuric acid or ion exchange resin) included in any product which contains uranium other than uranium produced by Fischer-Watt shall be subject to the NSR.

1.3

Fischer-Watt will have the right to purchase half of the NSR (being 1%) for US$3,000,000.00 within five years of the date of this amending agreement. This US$3,000,000.00 buyout will reduce the Cap to US$5,000,000.00.

1.4

The division of this agreement into sections and the insertion of headings are for convenience of reference only and will not affect in any way the meaning or interpretation of this agreement.  

1.5

This agreement will be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each of Tournigan and Fischer-Watt hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of British Columbia in respect of all matters arising under and in relation to this agreement and waives any defences to the maintenance of an action in the Courts of the Province of British Columbia.  

1.6

This agreement is subject to receipt of all necessary shareholder and regulatory approvals, including but not limited to the approval of the TSX Venture Exchange, and will be binding on and will enure to the benefit of Tournigan and Fischer-Watt and their respective successors and permitted assigns.

 [Signature page follows]

This agreement has been executed and delivered by the parties hereto effective as of the date first above written, and may be executed in two or more counterparts or facsimile counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.  

TOURNIGAN ENERGY LTD.
By:	/s/ Doris Meyer
	Name: Doris Meyer
	Title:    Chief Financial Officer
FISCHER-WATT GOLD COMPANY, LTD.
By:	/s/ Peter Bojtos
	Name: Peter Bojtos
	Title: President and Chief Executive Officer

Signature page to Amending Agreement

EX-99

   Exhibit 99.1

 FISCHER-WATT       

 GOLD COMPANY, INC.

___________________________________________________________________________________________________

                2582 Taft Court, Lakewood, Colorado 80215, USA                     PH:(303) 232-0292  FAX:(303) 232-0399

NEWS   RELEASE

___________________________________________________________________________________________________

FISCHER-WATT CONVERTS ITS OBLIGATIONS TO A ROYALTY.

Denver, CO – July 13, 2011 – Fischer-Watt Gold Company, Inc. (OTCQB: FWGO) has renegotiated its debt and property interests with Tournigan Energy Ltd. (“TVC”) concerning its uranium properties in the western United States. TVC has agreed to defer receipt of its debt and property interests by converting these Fischer-Watt liabilities to a 2% net smelter return (“NSR”) royalty interest on uranium properties within Fischer-Watt’s current areas of work.

Under the terms of its existing agreement with TVC, Fischer-Watt had the following obligations:

a)

$600,000 remained owing to TVC, payable from 50% of the proceeds of future equity financings;

b)

TVC retained a 30% carried interest on Fischer-Watt’s uranium properties in Wyoming, South Dakota and Arizona through to feasibility on any project on these properties;

c)

After completion of a feasibility on a project, TVC could elect to convert its interest to a 30% contributory working interest in the project, or its interest would be diluted to a 5% net profits interest.

Under the renegotiated terms TVC will:

a)

Forgive the $600,000 payable;

b)

Convert its interests in Fischer-Watt’s properties to a 2% NSR royalty up to a maximum of $10,000,000;

c)

Fischer-Watt is entitled to buy back up to half of this royalty  for $3,000,000 at any time up to July 13, 2016 and thereby reduce the remaining royalty to a 1% NSR royalty capped at $5,000,000;

d)

The NSR royalty will apply to any uranium production by Fischer-Watt in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater and the South Dakota county of Fall River. These are all areas where Fischer-Watt currently holds uranium property interests.

Peter Bojtos, President and CEO of Fischer-Watt commented that; “We are very grateful that TVC was willing to renegotiate our previous agreement whereby they converted debt and property interests into a longer term royalty interest. This now allows Fischer-Watt to have a stronger chance of completing contemplated financings and possible ventures with others.”

The amended agreement has been approved by the Boards of both Fischer-Watt and TVC with Peter Bojtos, President and CEO of Fischer-Watt and also a member of TVC’s Board of Directors, declaring his conflict and abstaining from all voting on the subject. The agreement is subject to TSX.V approval, which is anticipated shortly.

About Fischer-Watt.

Fischer-Watt is a U.S. junior mine exploration company traded on the OTCQB under the symbol FWGO. The Company’s management team has a strong background in all facets of the mineral industry especially in exploration, production and financing.

The Company’s focus is directed at advancing its suite of uranium exploration properties. This portfolio of mineral claims and leases on over 18,000 acres in Wyoming, South Dakota and Arizona covers some of the most prospective uranium-bearing geology in the United States.

Nuclear energy generation and the demand for uranium is expected to continue to increase over the coming years, despite the recent tragedy in Japan, as chiefly Asian countries strive to generate large-scale, stable and economical power with a low carbon footprint. Fischer-Watt aims to be a future provider to power utilities of the basic mined source of their needed fuel, a non-enriched product known as yellowcake.

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  P.Eng.

     or

            Mr. Peter Baxter Jr.

President and CEO                           

            Managing Director

Fischer-Watt Gold Company, Inc.

                        Baxter Capital Advisors, Inc.

Phones:    303-232-0292                                                         480-656-9355

emails:      info@fischer-watt.com

             pbaxter@moodycapital.com

websites:   www.fischer-watt.com                                          www.moodycapital.com

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