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): January 25, 2007
Fischer-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 January 25, 2007, Fischer-Watt Gold Company, Inc. (the "Company")
entered into a Stock Purchase Agreement (the "Agreement") among the Company,
Rogue River Resources Corp. ("Rogue River") and Minera Montoro, S.A. De C.V.,
the Company's Mexican subsidiary ("Minera Montoro"). The Company has completed
the first tranche of the sale of its 65% ownership interest in Minera Montoro to
Rogue River. At the closing of this first tranche, the Company received $695,000
for 31% of its share ownership in Minera Montoro.
The Company will receive $745,000 at each of the closings of the second and
third tranches, at which point the Company will have sold its entire interest
but will retain a 1% Net Smelter Return royalty on production from the porphyry
portion of the deposit on the La Balsa property in the State of Michoacan. The
agreed to transaction dates for these two remaining tranches are January 25th,
and April 30th, 2007, but the agreement has a provision to extend the closing
date of each of these tranches by up to 60 days on payment to the Company of
$25,000 for each 30 day period. The first 30 day extension period on the closing
of the second tranche has been granted.
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 agreed to 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, an entity with the same principles as Nexvu (please see the Letter
Agreement dated June 27, 2006 filed as Exhibit 10.1 to the Company's Form 8-K
filed on June 27, 2006 for details).
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit Number Description
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10.1 Stock Purchase Agreement, dated Janaury 25, 2007
among Fischer-Watt Gold Company, Inc., as Seller,
Rogue River Resources Corp., as purchaser, and
Minera Montoro, S.A. De C.V.
99.1 News Release, dated February 2, 2007, announcing
completion of first tranche of Mexican asset sale
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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
February 2, 2007
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Stock Purchase Agreement, dated Janaury 25, 2007
among Fischer-Watt Gold Company, Inc., as Seller,
Rogue River Resources Corp., as purchaser, and
Minera Montoro, S.A. De C.V.
99.1 News Release, dated February 2, 2007, announcing
completion of first tranche of Mexican asset sale
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