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.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-22515 88-0227654
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
2582 Taft Court
Lakewood, CO 80215
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(Address of Principal Executive Office)
(303) 232-0292
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(Registrant's telephone number, including area code)
N/A
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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
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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.
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(c) Exhibits.
Exhibit Number Description
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10.1 Letter Agreement, dated June 27, 2006, between
Rogue River Resources Corp. and Fisher-Watt Gold
Company, Inc.
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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
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Peter Bojtos, Chief Executive Officer
July 6, 2006
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Letter Agreement, dated June 27, 2006, between
Rogue River Resources Corp. and Fisher-Watt Gold Company,
Inc.
4