-----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, QiEldqx2ffF5TOzvoOMS8MAhIjHLkLBcI4BH4lrSBEhTsr0HHEWvw8zbF9bMoaPY sClAWFeZts2wUoI7Nh+FSA== 0001021890-98-000113.txt : 19980603 0001021890-98-000113.hdr.sgml : 19980603 ACCESSION NUMBER: 0001021890-98-000113 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980602 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-41129 FILM NUMBER: 98641278 BUSINESS ADDRESS: STREET 1: 1621 NORTH 3RD STREET STREET 2: SUITE 1000 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 208-664-67 MAIL ADDRESS: STREET 1: 1621 NORTH 3RD ST STREET 2: STE 1000 CITY: COEUR DALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEED JAMES MICHAEL CENTRAL INDEX KEY: 0001063058 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: RI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: THE ASTRA VENTURES STREET 2: ONE CITIZENS PLACE SUITE 910 CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4013316652 MAIL ADDRESS: STREET 1: THE ASTRA VENTURES STREET 2: ONE CITIZENS PLACE SUITE 910 CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13D 1 SCHEDULE 13D--JAMES M. SEED OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per form .....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Fischer Watt Gold Company, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 337730-10-5 - -------------------------------------------------------------------------------- (CUSIP Number) Brigitte Cooper, c/o Fischer-Watt Gold Company, 1621 north 3rd Street, Suite #1000, Coeur d'Alene, ID 83814 (208) 664-6757 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No. 337730-10-5 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Michael Seed 41-6029622 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* James Michael Seed Trust - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 2,862,600 shares* BENEFICIALLY ---------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH - 0 - REPORTING ---------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER - 0- ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,576,900 shares -------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0- ------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59% -------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ------------------------------------------------------------------------- *Common Stock and one Warrant of the Company, for an aggregate consideration of $100,002, which was paid in cash by the James Michael Seed Trust of which Mr. Seed is a beneficiary and has voting control. No funds were borrowed to finance the purchase. 2 ITEM 4. PURPOSE OF TRANSACTION. a) The Company entered into a Subscription Agreement with James M. Seed dated May 22, 1998, pursuant to which Mr. Seed agreed to purchase 714,300 Units, each consisting of one share of Commoan Stock and one Warrant of the Company, for an aggregate consideration of $100,002. The Warrants may be exercised at an exercise price of $.14 per share, on or before December 31, 1999. b) Not applicable c) Not applicable d) Not applicable e) Not applicable f) Not applicable g) Not applicable h) Not applicable i) Not applicable j) Not applicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a) As of May 22, 1998, Mr. James Seed had beneficial ownership of an aggregate of 3,576.900 shares of securities of the Company, consisting of 2,862,600 shares of Common Stock and Warrants to purchase 714,300 shares of Common Stock expiring on December 31, 1999, which constituted approximately 9.59% of the outstanding shares of Common Stock of the Company. In addition, Mr Seed holds an option to purchase 100,000 shares of Common Stock, which option may be exercised on or after December 16, 1998, and which expires on December 16, 2003. b) James M. Seed has sole power to vote and dispose of all shares described in paragraph (a) above. c) Except as described in response to Item 3 hereof, there were no transactions in the Common Stock of the Company effected by Mr. Seed in the past sixty days. d) Not applicable e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None, other than as described in the response to Item 3 hereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit "A" - Subscription Agreement Exhibit "B" - Warrant SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 2, 1998 /s/ James M. Seed ----------------------------------- Signature Director ----------------------------------- Name/Title EX-1 2 EXHIBIT "A"--SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT FISCHER-WATT GOLD COMPANY, INC. 1621 North Third Street, Suite 1000 Coeur d'Alene, Idaho 83814 1. Subscription. Pursuant to this subscription agreement (the "Agreement"), the undersigned subscribes to purchase 714,300 units (the "Units") of Fischer-Watt Gold Company, Inc. (the "Company"), a Nevada corporation, at $.14 per Unit, for a total purchase price of $100,002 (the "Purchase Price"). Each Unit consists of two shares of common stock (the "Shares") of the Company and a warrant to purchase one share of common stock of the Company (the "Warrant")(the Shares, the Warrants, and the shares of common stock issuable upon exercise of the Warrants, the "Securities") at an exercise price of $.14 through December 31, 1999. Simultaneously with the execution of this Subscription Agreement the undersigned tenders "goods funds" by check or wire transfer for the amount of the Purchase Price, payable to the Company, as full payment for the Units. 2. Representations and Warranties. The undersigned hereby represents and warrants to the Company, as follows: (a) The undersigned has received from the Company, carefully reviewed, and is familiar with the following reports and other documents which contain information about the Company, its business, and its financial condition. (i) Annual Report of the Company on Form 10-KSB for the fiscal year ended January 31, 1997. (ii) Quarterly Report of the Company on Form 10-QSB for the quarterly period ended October 31, 1997. (b) The undersigned understands that the Company has not yet completed the preparation and filing of its Annual Report on Form 10-KSB for the fiscal year ended January 31, 1998 containing financial statements for the fiscal year ended January 31, 1998, which was required to be filed with the U.S. Securities and Exchange Commission on or before May 1, 1998, and acknowledges that he, she or it has therefore made an investment decision to purchase the Units without the benefit of current financial information concerning the Company. While the Company anticipates having such filing completed in the near future, the Company is therefore not currently in compliance with its periodic reporting obligations under U.S. securities laws and therefore does not presently meet the current public information requirement of Rule 144. Rule 144 is therefore not presently available for resales of the Securities, other than pursuant to Rule 144(k), and there can be no assurance that it will be available for future resale transactions. - 1 - (c) The undersigned has adequate means of providing for his, her or its current needs and possible personal contingencies, and he, she or it has no need, and anticipates no need in the foreseeable future, for liquidity in his, her or its investment in the Units. He, she or it is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, he, she or it is able to hold the Securities for an indefinite period of time and has a sufficient net worth to sustain a loss of the entire investment in the event such loss should occur. (d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned. (e) The Securities will be acquired for his, her or its own account for investment, with no present intention of dividing such participation with others or reselling the Securities, and not with a view toward resale or distribution in a manner which would require registration under the Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws (the "Blue Sky Laws"), and he, she or it does not now have any reason to anticipate any change in his, her or its circumstances or other particular occasion or event which would cause him, her or it to sell the Securities. (f) The true address and social security number or federal tax identification number of the undersigned is set forth below. The undersigned is presently a bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Units in the state listed in such address. (g) The undersigned acknowledges that the Company has made available to his, her or its personal advisors and has received and carefully reviewed all materials and information concerning the Company which he, she or it deems material to making an informed investment decision and to evaluate the merits and risks of this investment. In reaching the conclusion that he, she or it desires to acquire the Units, the undersigned has carefully evaluated his, her or its financial resources and investment position and the risks associated with this investment and acknowledges that he, she or it is able to bear the economic risks of losing his, her or its entire investment in the Units and has the capacity to protect his, her or its own interests. (h) The undersigned understands that neither the Securities and Exchange Commission nor the securities administrator of any state has made any finding or determination relating to the advisability or fairness of the Units. Any representation to the contrary is a criminal offense. (i) The undersigned understands that the Securities have not been registered under either the 1933 Act or the Blue Sky Laws and, therefor, cannot be resold or otherwise transferred unless they are registered under the 1933 Act and the applicable Blue Sky Laws or unless an exemption from such registration is available, in which - 2 - event the undersigned might still be limited as to the amount of the Securities that may be sold. The undersigned understands that he, she or it has no rights to require registration of the Securities under the 1933 Act or the Blue Sky Laws at any time. (j) The undersigned understands that any certificates representing the Securities will be imprinted with a conspicuous legend in substantially the following form: The securities represented by this certificate have not been registered or qualified under federal or state securities laws. The securities may not be offered, sold, pledged, or otherwise transferred unless so registered or qualified or unless an exemption exists, the availability of which is to be established by an opinion of counsel satisfactory to the Company. (k) The undersigned represents that the information contained herein is com plete and accurate and may be relied upon by the Company, and its officers, directors, and agents. The undersigned hereby covenants to notify the Company immediately of any material change in any of the information contained herein prior to the acceptance by the Company of his, her or its subscription. (l) The undersigned represents that it has been called to his, her or its attention, by those individuals with whom he, she or it has dealt in connection with an investment in the Company, that this investment involves a high degree of risk which may result in the loss of the total amount of investment. (m) The undersigned has not made an overall commitment to investments which are not readily marketable that is disproportionate to his, her or its net worth, and his, her or its investment in the Units will not cause such overall commitment to become excessive. (n) The undersigned has such knowledge and experience in business and financial matters and in making decisions of this type as has enabled him or her to evaluate the merits and risks of investing in the Units. 3. Indemnification. The undersigned acknowledges that he, she or it understands the meaning and legal consequences of the representations and warranties in Section 2 hereof, that the Company, has relied upon such representations and warranties, and agrees to indemnify and hold harmless the Company, and its officers, directors, controlling persons, agents and employees from and against any and all loss, damage or liability due to or arising out of a breach of any such representation, warranty or covenant. All representations, warranties and covenants contained in this Subscription Agreement, and the indemnification contained in this Section 3, shall survive the acceptance of this subscription. - 3 - 4. Further Agreement. The undersigned recognizes and agrees that the Company shall have the right to accept or reject his, her or its subscription, in whole or in part, for any reason whatsoever. 5. Successors and Assigns. This Agreement shall be binding upon the Company and shall inure to the benefit of the Company, and its directors, officers and control persons, agents and employees and their successors, heirs, personal and legal representatives, guardians and assigns. This Agreement shall be binding upon and inure to the benefit of the undersigned and his, her or its successors, heirs, personal and legal representatives and guardians. Neither this Agreement nor any part of it shall be assignable by the undersigned. 6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and to the extent it involves any United States statute, in accordance with the laws of the United States. - 4 - SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT 1. Date May ___, 1998 2. Number of Units subscribed for : 714,300 3. Purchase Price ($.14 per Unit): $100,002 4. Name of Subscriber: James Michael Seed Trust - ------------------------------- ---------------------------------- Signature of Subscriber Taxpayer Identification or Social Security Number - ------------------------------- ---------------------------------- Signature of Joint Subscriber Taxpayer Identification or (if any) Social Security Number - ------------------------------- ---------------------------------- Name and Residence Address: Mailing Address if Different (Post Office Address Not Acceptable) From Residence Address: (Post Office Address is Acceptable) - ------------------------------- ---------------------------------- Name (please print) Name (please print) - ------------------------------- ---------------------------------- Number and Street Number and Street - ------------------------------- ---------------------------------- City State Zip Code City State Zip Code Type of Ownership (check one): Individual Ownership Joint Tenants with Right of Survivorship (all sign) - --------- Tenants in Common (all sign) - --------- Trust - --------- S Corporation - --------- C Corporation - --------- Partnership - --------- Limited Liability Company - --------- IRA - --------- Other (please specify type of entity ) - --------- --------------------------------- - 5 - ACCEPTANCE This Subscription Agreement is hereby accepted as of May __, 1998. FISCHER-WATT GOLD COMPANY, INC., a Nevada corporation By: ------------------------------------ George Beattie, President - 6 - EX-2 3 EXHIBIT "B"--WARRANT WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS. WARRANT TO PURCHASE 714,300 SHARES OF COMMON STOCK FISCHER-WATT GOLD COMPANY, INC. (A Nevada Corporation) Not Transferable or Exercisable Except upon Conditions Herein Specified Void after 5:00 O'Clock P.M., Pacific Time, on December 31, 1999 Fischer-Watt Gold Company, Inc., a Nevada corporation (the "Company") hereby certifies that the James Michael Seed Trust or registered successors and permitted assigns thereof, registered on the books of the Company maintained for such purposes as the registered holder hereof (the "Holder"), for value received, is entitled to purchase from the Company the number of fully paid and non-assessable shares of Common Stock of the Company, of the par value of $.001 per share (the "Shares"), stated above at the purchase price per Share set forth below (the "Exercise Price") (the number of Shares and Exercise Price being subject to adjustment as hereinafter provided) upon the terms and conditions herein provided. Through December 31, 1999, the Exercise Price is $.14 per share. 1. Exercise of Warrant. (a) Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant, with the attached Purchase Form duly executed, at the principal office of the Company at 1621 North Third Street, Suite 1000 Coeur d'Alene, Idaho 83814, or at such other place as the Company may designate by notice to the Holder hereof, together with a certified or bank cashier's check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be exercised in whole or in part; and, in case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Warrant or Warrants of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) This Warrant may be exercised in whole or in part at any time prior to 5:00 o'clock P.M. Pacific Time, on December 31, 1999. 2. Exchange and Transfer of Warrant. This Warrant at any time prior to the exercise hereof, upon presentation and surrender to the Company, may be exchanged, alone or with other Warrants of like tenor registered in the name of the Holder, for another Warrant or other Warrants of like tenor in the name of such Holder exercisable for the same aggregate number of Shares as the Warrant or Warrants surrendered. 3. Rights and Obligations of Warrant Holder. (a) The Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity; provided, however, in the event that any certificate representing the Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder shall, for all purposes, be deemed to have become the holder of record of such Shares on the date on which this Warrant, together with a duly executed Purchase Form, was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such Share certificate. The rights of the Holder of this Warrant are limited to those expressed herein and the Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Warrant, including, without limitation, all the obligations imposed upon the Holder hereof by Section 5 hereof. In addition, the Holder of this Warrant Certificate, by accepting the same, agrees that the Company may deem and treat the person in whose name this Warrant is registered on the books of the Company maintained for such purpose as the absolute, true and lawful owner for all purposes whatsoever, notwithstanding any notation of ownership or other writing thereon, and the Company shall not be affected by any notice to the contrary. (b) No Holder of this Warrant, as such, shall be entitled to vote or receive dividends or to be deemed the holder of Shares for any purpose, nor shall anything contained in this Warrant be construed to confer upon any Holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any action by the Company, whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise, receive notice of meetings or other action affecting stockholders (except for notices provided for herein), receive dividends, subscription rights, or otherwise, until this Warrant shall have been exercised and the Shares purchasable upon the exercise thereof shall have become deliverable as provided herein; provided, however, that any such exercise on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for those Shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open, and the Warrant -2- surrendered shall not be deemed to have been exercised, in whole or in part as the case may be, until the next succeeding day on which stock transfer books are open for the purpose of determining entitlement to dividends on the Company's common stock. 4. Shares Underlying Warrant. The Company covenants and agrees that all Shares delivered upon exercise of this Warrant shall, upon delivery and payment therefor, be duly and validly authorized and issued, fully paid and non-assessable, and free from all stamp-taxes, liens, and charges with respect to the purchase thereof. In addition, the Company agrees at all time to reserve and keep available an authorized number of Shares sufficient to permit the exercise in full of this Warrant. 5. Disposition of Warrant or Shares. (a) The holder of this Warrant and any transferee hereof or of the Shares issuable upon the exercise of this Warrant, by their acceptance hereof, hereby understand and agree that the Warrant, and the Shares issuable upon the exercise hereof, have not been registered under either the Securities Act of 1933 (the "Act") or applicable state securities laws (the "State Acts") and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) except upon the issuance to the Company of a favorable opinion of counsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts. It shall be a condition to the transfer of this Warrant that any transferee hereof deliver to the Company its written agreement to accept and be bound by all of the terms and conditions of this Warrant. (b) The stock certificates of the Company that will evidence the shares of Common Stock with respect to which this Warrant may be exercisable will be imprinted with a conspicuous legend in substantially the following form: The shares represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state securities laws (the "State Acts") and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Company of a favorable opinion of its counsel or submission to the Company of such other evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts. The Company has not agreed to register any of the holder's Shares for distribution in accordance with the provisions of the Act or the State Acts and, the Company has not agreed to comply with any exemption from registration under the Act or the State Acts for the resale of the holder's Shares. Hence, it is the understanding of the holders of this Warrant that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the SEC, the shares of Common Stock of the Company with respect to which this Warrant may be exercisable may be required to be held indefinitely, unless and -3- until registered under the Act and the State Acts, unless an exemption from such registration is available, in which case the holder may still be limited as to the number of shares of Common Stock of the Company with respect to which this Warrant may be exercised that may be sold. 6. Adjustments. The number of Shares purchasable upon the exercise of this Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below. (a) In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number of Shares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the amount of Shares purchasable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of this Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised this Warrant immediately prior to the record date, in the case of such dividend, or the effective date, in the case of any such subdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the case may be, as to any exercise between such record date or effective date and the date of happening of any such event. (b) Notice to Warrant Holders of Adjustment. Whenever the number of Shares purchasable hereunder is adjusted as herein provided, the Company shall cause to be mailed to the Holder in accordance with the provisions of this Section 6 a notice (i) stating that the number of Shares purchasable upon exercise of this Warrant have been adjusted, (ii) setting forth the adjusted number of Shares purchasable upon the exercise of this Warrant, and (iii) showing in reasonable detail the computations and the facts, including the amount of consideration received or deemed to have been received by the Company, upon which such adjustments are based. 7. Fractional Shares. The Company shall not be required to issue any fraction of a Share upon the exercise of this Warrant. If more than one Warrant shall be surrendered for exercise at one time by the same Holder, the number of full Shares which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of Shares with respect to which this Warrant is exercised. If any fractional interest in a Share shall be deliverable upon the exercise of this Warrant, the Company shall make an adjustment therefor in cash equal to such fraction multiplied by the Exercise Price. 8. Loss or Destruction. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement or bond satisfactory in form, substance and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. -4- 9. Survival. The various rights and obligations of the Holder hereof as set forth herein shall survive the exercise of the Warrant represented hereby and the surrender of this Warrant. 10. Notices. Whenever any notice, payment of any purchase price, or other communication is required to be given or delivered under the terms of this Warrant, it shall be in writing and delivered by hand delivery or United States registered or certified mail, return receipt requested, postage prepaid, and will be deemed to have been given or delivered on the date such notice, purchase price or other communication is so delivered or posted, as the case may be; and, if to the Company, it will be addressed to the address specified in Section 1 hereof, and if to the Holder, it will be addressed to the registered Holder at its, his or her address as it appears on the books of the Company. FISCHER-WATT GOLD COMPANY, INC. By --------------------------------------- George Beattie, Chief Executive Officer Date ------------------------------------- -5- PURCHASE FORM ----------------, ---- TO: FISCHER-WATT GOLD COMPANY, INC The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of __________ shares of the Common Stock, par value $.001 per share, of Fischer-Watt Gold Company, Inc. and hereby makes payment of $_____ in accordance with the provisions of Section 1 of the Warrant in payment of the purchase price thereof. INSTRUCTIONS FOR REGISTRATION OF STOCK Name: ------------------------------------------------------------ (Please typewrite or print in block letters) Address: ------------------------------------------------------------ ------------------------------- By ---------------------------- -6- ASSIGNMENT FORM For value received, the undersigned hereby sells, assigns, and transfers to Name -------------------------------------------------------------- Address ----------------------------------------------------------- this Warrant and irrevocably appoints _____________________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Company. Date: -------------------- -------------------------------- (Please sign exactly as name appears on Warrant) Taxpayer ID No. ---------------- -7- -----END PRIVACY-ENHANCED MESSAGE-----