U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended APRIL 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-17386
FISCHER-WATT GOLD COMPANY, INC.
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(Exact name of small business issuer as
specified in its charter)
NEVADA 88-0227654
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1621 North 3rd Street, Suite 1000, Coeur d'Alene, ID 83814
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(Address of principal executive offices)
(208) 664-6757
-------------------------
(Issuer's telephone number)
1410 Cherrywood Drive, Coeur d'Alene, ID 83814
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(Former address of principal executive office)
Check whether the issuer (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ } No
[X]
The number of shares of Common Stock, $0.001 par value, outstanding as of
September 30, 1996 was 31,196,760.
Transition Small Business Disclosure Format (check one):
Yes [ ] No [X]
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Item 1. Financial Statements
<TABLE>
<CAPTION>
FISCHER-WATT GOLD COMPANY, INC.
BALANCE SHEETS
April 30,
ASSETS 1996
(Unaudited)
<S> <C>
CURRENT ASSETS:
Cash ............................................................. $ 3,621,000
Certificate of Deposit ........................................... 500,000
Accounts receivable .............................................. 257,000
Due from related parties ......................................... 28,000
Inventories ...................................................... 196,000
Prepaid Expenses ................................................. 25,000
------------
Total current assets ........................................... 4,627,000
MINERAL INTERESTS, net ............................................. 3,133,000
PLANT, PROPERTY, AND EQUIPMENT ..................................... 1,639,000
LESS ACCUMULATED DEPRECIATION ...................................... (95,000)
------------
1,544,000
FOREIGN TAX REFUNDS ................................................ 784,000
OTHER ASSETS ....................................................... 40,000
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Total assets ................................................... $ 10,128,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................................. $ 1,796,000
and accrued expenses
Notes payable .................................................... 454,000
Income taxes payable ............................................. 91,000
------------
Total liabilities ................................................ 2,341,000
COMMITMENTS AND CONTINGENCIES,
Notes 1,3
SHAREHOLDERS' EQUITY:
Preferred Stock, non-voting,
convertible, $2.00 par value,
250,000 shares authorized;
0 shares outstanding ........................................... -0-
Common stock, $0.001 par value,
50,000,000 shares authorized;
31,187,160 shares outstanding
at April 1996 .................................................. 31,000
Additional paid-in capital ....................................... 12,720,000
Foreign Currency translation
adjustments .................................................... 461,000
Deficit .......................................................... (5,425,000)
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Total shareholders' equity ......................................... 7,787,000
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Total liabilities and
shareholders' equity ............................................. $ 10,128,000
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</TABLE>
The accompanying notes are an integral part of these balance sheets
2
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<TABLE>
<CAPTION>
FISCHER-WATT GOLD COMPANY, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
April 30,
1996 1995
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<S> <C> <C>
SALES OF PRECIOUS METALS ....................................... $ 1,057,000 $ -0-
COSTS APPLICABLE TO SALES ...................................... (1,375,000) -0-
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LOSS FROM MINING ............................................... (318,000) -0-
COSTS AND EXPENSES:
Abandoned and impaired
mineral interests .......................................... 3,000 22,000
Selling, general and administrative .......................... 269,000 69,000
Exploration .................................................. 66,000 3,000
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338,000 94,000
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OTHER INCOME (EXPENSE):
Interest income (expense) .................................. 26,000 (22,000)
Unrealized gain on trading securities ...................... -0- 50,000
Other (expense) income ..................................... (5,000) (11,000)
Currency exchange losses, net .............................. (110,000) -0-
------------ ----------
(89,000) 17,000
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Net loss before income taxes ................................... (745,000) (76,000)
TAX PROVISION .................................................. -0- (1,000)
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NET LOSS ....................................................... $ (745,000) $ (77,000)
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(LOSS) INCOME PER SHARE AND
COMMON EQUIVALENT ............................................ $ (.03) $ (.01)
------------ ----------
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING .............................. 25,420,000 12,344,000
------------ ----------
</TABLE>
The accompanying notes are an integral part of these statements
3
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<TABLE>
<CAPTION>
FISCHER-WATT GOLD COMPANY, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
April 30,
1996 1995
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<S> <C> <C>
Net cash provided by (used in)
operating activities ................... (944,000) 26,000
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Net cash (used in) provided by
investing activities ................... (89,000) (28,000)
----------- -----------
Net cash provided by (used in)
financing activities ..................... 4,388,000 6,000
----------- -----------
NET INCREASE IN CASH ......................... 3,355,000 4,000
CASH, at beginning of period ................. 266,000 6,000
CASH, at end of period ....................... $ 3,621,000 $ 10,000
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the period for interest.. $ -0- $ 2,000
Cash paid during the period for taxes .... 18,000 -0-
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NONCASH ACTIVITIES:
Application of bonus on unproven
property to offset accrued
interest expense ....................... $ -- $ 25,000
Cost basis of trading securities
sold in connection with loss on
trading securities ..................... -- 130,000
Securities issued in exchange for
professional services rendered ......... 18,000 -0-
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
FISCHER-WATT GOLD COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Financial Condition and Liquidity
The accompanying financial statements are unaudited; however, in the opinion of
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been made. These financial statements and
notes thereto should be read in conjunction with financial statements and
related notes included in Fischer-Watt Gold Company, Inc.'s ("Fischer- Watt" or
the "Company") Annual Report on Form 10-KSB for the year ended January 31, 1996
("Form 10-KSB").
Future Financing and Realization
While Fischer-Watt reported net income in fiscal 1996 principally as a result of
realizing gains on the sale or exchange of non-producing mineral properties, it
has an accumulated deficit of $5,425,000 and continues to experience negative
cash flow from operations and incur losses from mining for the three months
ended April 30, 1996. Management believes that as the recently acquired
producing gold mine property is further developed and production levels
increase, sufficient cash flows will exist to fund the Company's continuing
mining operations and exploration and development efforts in other areas.
Management anticipates achieving levels of production sufficient to fund the
Company's operating needs by the end of fiscal 1998 and until then will fund
operations with the cash raised in its March 1996 offering (see Note 7). The
ability of the Company to achieve its operating goals and thus positive cash
flows from operations is dependent upon the future market price of gold, and the
ability to achieve future operating efficiencies anticipated with increased
production levels. Management's plans may require additional financing or
disposition of some of the Company's non-producing assets. While the Company has
been successful in raising cash from these sources in the past, there can be no
assurance that its future cash raising efforts and anticipated operating
improvements will be successful.
2. Unaudited Pro Forma Information
The following unaudited pro forma information has been prepared on the basis
that the acquisitions of Greenstone Resources of Columbia Ltd. ("GRC") and Great
Basin Management Co. Inc., ("GBM") had both occurred at the beginning of fiscal
1995. The unaudited pro forma information includes adjustments to depreciation
5
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and depletion expense based on the allocation of the purchase price to the
property, plant, equipment and mineral interests acquired.
Quarter ended April 30,1995:
Sales of precious metals ..................... $ 702,000
Net income (loss) ............................ $(898,000)
Net earnings (loss)
per common share ........................... $ (.06)
3. Accounts Receivable
Accounts receivable at April 30, 1996 consist of:
Trade ......................................... 250,000
Other ......................................... 7,000
--------
Total accounts receivable ..................... $257,000
4. Inventories
Inventories at April 30, 1996 consist of:
Finished products and
products in process ......................... $130,000
Supplies, materials
and spare parts ............................. 66,000
--------
Total inventories ............................. $196,000
5. Mineral Interests
Capitalized costs for mineral interests at April 30, 1996 consist of:
Operating mining property:
El Limon Mine, Oronorte District ......... $ 611,000
Less accumulated depletion ............... 135,000
----------
476,000
Non-operating properties,
net of reserves:
El Carmen, Colombia ...................... 772,000
La Aurora, Colombia ...................... 219,000
Juan Vara, Colombia ...................... 5,000
Afghan-Kobeh, Nevada ..................... 647,000
Coal Canyon, Nevada ...................... 548,000
Red Canyon, Nevada ....................... 334,000
Tempo, Nevada ............................ 50,000
Oatman, Arizona .......................... 10,000
Modoc, California ........................ 72,000
----------
Total mineral interests .................... $3,133,000
6
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6. Notes Payable
The Company has a $500,000 line of credit with a bank. Advances under the line,
which totaled $34,000 at April 30, 1996, accrue interest at rates from 26% to
39% which are collateralized by $500,000 placed into a certificate of deposit
which bears interest at 3.9%. The Company also has various other vehicle loans.
7. Equity and Common Stock
In November 1995, the Company completed a private placement of 6,067,500 common
shares and 3,033,750 warrants to purchase common shares. The net proceeds from
this private placement of $816,000 are to be used to finance the expansion and
operation of the Company's El Limon gold mine in Colombia. Each warrant can be
exercised to purchase a common share for $0.30 through August 1997. Costs of
issuing these common shares and stock warrants totaled $94,000 and were
subtracted from the gross proceeds in determining the amount of additional paid
in capital.
The Company issued 4,125,660 common shares on January 29, 1996 in exchange for
all of the issued and outstanding common shares of GBM. The shares had an
estimated fair market value of $1,234,000 and the costs of the issuance of
$21,000 were subtracted from the proceeds in determining the amount of
additional paid in capital.
On March 12, 1996, the Company sold 9,960,000 common shares (issued 8,600,000)
and 4,980,000 warrants to purchase common shares to investors located outside of
the United States pursuant to a Regulation S offering. The net proceeds from
this offering of $4,918,000 are to finance the Company's capital equipment and
working capital needs related to the further development and expansion of the
Colombian gold mining operation and the Company's exploration and development
activities in Colombia and Nevada.
Each of these warrants issued entitles the holder to purchase one additional
share of Fischer-Watt common stock at an exercise price of $.75 through February
28, 1998. These securities were not registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Costs of issuing these
common shares and warrants totaled $360,000 and will be subtracted from the
gross proceeds in determining the amount of additional paid in capital.
In March 1996, the Company issued 50,000 common stock shares in exchange for
professional services rendered. The shares had an estimated fair market value of
$17,762.
7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of
Operation
The following is a discussion of Fischer-Watt Gold Company, Inc.'s (the
"Company") current financial condition as well as its operations for the three
months ended April 30, 1996 (fiscal 1997) and April 30, 1995 (fiscal 1996). This
discussion should be read in conjunction with the Financial Statements in Item 1
of this report as well as the Financial Statements in Form 10-KSB for the fiscal
year ended January 31, 1996 on file with the Securities and Exchange Commission,
as the discussion set forth below is qualified in its entirety by reference
thereto.
Liquidity and Capital Resources
Short-Term Liquidity
As of August 31, 1996, the Company had $2,061,000 in cash and accounts payable
of $333,000. While Fischer-Watt reported net income in fiscal 1996 principally
as a result of realizing gains on the sale or exchange of non-producing mineral
properties, it has an accumulated deficit of $5,425,000 and continues to
experience negative cash flow from operations and incur losses from mining for
the three months ended April 30, 1996. Management believes that as the recently
acquired producing gold mine property is further developed and production levels
increase, sufficient cash flows will exist to fund the Company's continuing
mining operations and exploration and development efforts in other areas.
Management anticipates achieving levels of production sufficient to fund the
Company's operating needs by the end of fiscal 1998 and until then will fund
operations with the cash raised in its March 1996 offering(see Note 7). The
ability of the Company to achieve its operating goals and thus positive cash
flows from operations is dependent upon the future market price of gold, and the
ability to achieve future operating efficiencies anticipated with increased
production levels. Management's plans may require additional financing or
disposition of some of the Company's non-producing assets. While the Company has
been successful in raising cash from these sources in the past, there can be no
assurance that its future cash raising efforts and anticipated operating
improvements will be successful.
On April 30, 1996, the Company's current ratio was 2.0:1 based on current assets
of $4,627,000 and current liabilities of $2,341,000. On April 30, 1995,
Fischer-Watt's current ratio was .43:1 based on current assets of $305,000 and
current liabilities of $715,000. The improvement in the current ratio at April
30, 1996 is primarily related to the receipt of funds from the November and
March stock offerings, cancellation of a $500,000 note payable to Kennecott
8
<PAGE>
Exploration Company related to the sale of the Company's 20% interest in the
Minas de Oro gold project in Honduras in May 1995, and the addition of accounts
receivable and inventory balances associated with the operating mine, all of
which are partially offset by the sale of trading securities, the addition of
accounts payable associated with the operating mine, and the addition of notes
payable incurred with the acquisitions of GRC and GBM (see discussions below).
Pursuant to agreements among Greenstone Resources Ltd. ("Greenstone"), Dual
Resources Ltd.("Dual"), and the Company, Greenstone made a payment of $300,000
to Dual to acquire 2,800,000 shares of Oronorte common stock for the benefit of
the Company. The Company's obligation to repay Greenstone this $300,000 is
evidenced by a note payable which bears interest at the rate of 10% per annum.
This note became payable, in full, on June 20, 1996 at which time the Company
withheld payment while negotiating the settlement of amounts owed to the Company
by Greenstone.
Prior to its acquisition by the Company, GBEM, borrowed funds from Serem Gatro
Canada Inc. This loan was evidenced by a note. The note payable is for monies
lent and advanced to GBEM by SGC during the period April 1, 1995, to May 31,
1995, as provided under the share purchase agreement among Serem Gatro, GBEM and
GBM made as of May 31, 1995. The note was to be repaid not later than September
30, 1995. and bears interest at 8%. Repayment of this note payable and related
interest is currently being negotiated with SGC.
Management believes that the Company has adequately reserved its reclamation
commitments.
Long-Term Liquidity
Cash flows from operations during fiscal 1998 are expected to be sufficient to
fund operating and administrative expenses and exploration expenses. The Company
may require additional funding from equity or borrowings if a major expansion at
its Oronorte property is necessary and cost justified or an acquisition
opportunity arises. At April 30, 1996 the Company had no long term debt compared
to $96,000 at April 30, 1995. The $96,000 consisted solely of a nonrecourse note
payable to Greenstone Resources Canada issued for the loan of funds to purchase
shares in Compania Minerales de Copan S. A. de C. V. Repayment was due in 1999
and the Copan shares were the sole security for the loan. This debt was settled
in conjunction with the sale of the Copan shares.
The Company has a $500,000 line of credit with a bank. Advances under the line,
which totaled $267,000 at July 31, 1996, accrue interest at rates from 26% to
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39% and are collateralized by $500,000 placed into a certificate of deposit
which bears interest at 3.9%. The Company also has various other vehicle loans.
Results of Operations
The Company had net loss of $745,000 ($.03 per share) compared to net loss of
$77,000 ($.01 per share) in the quarter ended April 30, 1996 and 1995,
respectively. The most significant reason for this change is related to the
acquisition of the Oronorte project, which reported a loss from mining of
$318,000, general and administrative expenses associated with mining operations
of $135,000, and a loss from currency exchange of $110,000 in the quarter ended
April 30, 1996. There were no mining operations in fiscal 1995. Additionally,
the acquisition of GBM resulted in an increase in exploration expenses of
$63,000 in the quarter ended April 30, 1996, as compared to the quarter ended
April 30, 1995.
Revenues
The Company had sales of precious metals of $1,057,000 representing 2,603 ounces
of gold and 2,464 ounces of silver in the quarter ended April 30, 1996.
Production costs totaled $1,375,000 for the initial period. There were no
comparable sales or costs in fiscal 1995. The Company does not presently employ
forward sales contracts or engage in any hedging activities.
Costs and Expenses
The cost of abandoned mineral interests decreased from $22,000 to $3,000 in
quarters ended April 30, 1995 and 1996, respectively. During the current fiscal
year, La Victoria with a cost basis of $3,000 was abandoned, and the Company
abandoned the Rio Tinto property in the first quarter of the prior fiscal year
1996 after a limited explorations program conducted at the end of fiscal 1995
and the beginning of fiscal 1996 could not confirm earlier mineral values.
Abandonments are a natural result of the Company's ongoing program of
acquisition, exploration and evaluation of mineral properties. When the Company
determines that a property lacks continuing economic value, it is abandoned. It
cannot be determined at this time when or if any of the Company's current
property interests will be abandoned.
Selling, general and administrative costs increased from $69,000 to $269,000 in
quarters ended April 30, 1995 and 1996, respectively. The increase of $200,000
primarily relates to an increase in general and administrative expenses
associated with mining operations of $135,000, coupled with an increase in legal
and corporate relations expenses.
10
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Exploration expense increased to $66,000 in the first quarter of fiscal 1997
from $3,000 in the first quarter of fiscal 1996. This increase is due to the
acquisition of GBM.
Net interest income (expense) increased from $(22,000) in fiscal 1996 to $26,000
in fiscal 1997. This increase is due to the elimination of interest accrued on
the $500,000 note to Kennecott offset by interest earned in the proceeds from
the November and March stock offerings.
The Company accounts for foreign currency translation in accordance with the
provisions of Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation" ("SFAS No.52"). The assets and liabilities of the
Colombian unit are translated at the rate of exchange in effect at the balance
sheet date. Income and expenses are translated using the weighted average rates
of exchange prevailing during the period. The related translation adjustments
are reflected in the accumulated translation adjustment section of shareholders'
equity. The Company recognized a currency exchange loss of $110,000 in the
quarter ended April 30, 1996. There was no comparable gain or loss in the
quarter ended April 30, 1995.
The Company is subject to inflationary pressures of the Colombian economy.
During the past year the rate of inflation in Colombia was approximately 20%,
wherein the currency exchange rate of the U.S. dollar to the Colombian peso
increased by only 8%. The Company is striving to implement cost-cutting measures
in an effort to reduce per unit production costs and increase production
efficiencies. However, There can be no assurance that the Company will be able
to achieve such cost cutting measures and production efficiencies. In addition,
the Company cannot anticipate what the future inflation and exchange rates will
be and therefore cannot accurately predict the aggregate effect of these
factors.
Commitments and Contingencies
Upon the purchase of GRC, the Company assumed GRC's liabilities related to
transactions governed by Colombian law concerning the movement of foreign
currency into and out of Colombia. The Colombian government has the right to
request an audit of foreign currency movement within a two year time frame. No
request or notice of an audit has been received from the Colombian government to
date. Therefore, the likelihood of a loss resulting from the actions of GRC
prior to the Company's purchase cannot presently be determined.
11
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Oronorte is currently the defendant in several claims relating to labor
contracts and employee terminations which occurred during a labor strike. This
strike and the resulting terminations took place during the former ownership of
Oronorte. The estimated amount of the claims against Oronorte totals
approximately $200,000. In the event of an unfavorable outcome from Oronorte's
perspective, there is a likelihood that the Company would have the right to
claim indemnity from Greenstone Resources Canada Ltd. pursuant to the terms of
the agreements related to the acquisition of Oronorte.
In connection with the purchase of GRC, Greenstone agreed to reimburse the
Company for certain liabilities existing at the date of purchase in excess of
$1,000,00. At the present time, the Company has paid or identified as current
payables approximately $309,000 in excess of the $1,000,000. Management is
seeking to recover these excess liabilities from Greenstone and is unable to
determine Greenstone's ability or willingness to fund its share of these excess
liabilities in accordance with the terms of the purchase agreement and
accordingly has not recorded a receivable from Greenstone as of April 30, 1996.
Statements which are not historical facts contained herein are forward looking
statements that involve risks and uncertainties that could cause actual results
to differ from projected results. Such forward-looking statements include
statements regarding expected commencement dates of mining or mineral production
operations, projected quantities of future mining or mineral production, and
anticipated production rates, costs and expenditures, as well as projected
demand or supply for the products that FWG and/or FWG Subsidiaries produce,
which will affect both sales levels and prices realized by such parties. Factors
that could cause actual results to differ materially include, among others,
risks and uncertainties relating to general domestic and international economic
and political risks associated with foreign operations, unanticipated ground and
water conditions, unanticipated grade and geological problems, metallurgical and
other processing problems, availability of materials and equipment, the timing
of receipt of necessary governmental permits, the occurrence of unusual weather
or operating conditions, force majeure events, lower than expected ore grades
and higher than expected stripping ratios, the failure of equipment or processes
to operate in accordance with specifications and expectations, labor relations,
accidents, delays in anticipated start-up dates, environmental costs and risks,
the results of financing efforts and financial market conditions, and other
factors described herein and in FWG's annual report on Form 10-KSB. Many of such
factors are beyond the Company's ability to control or predict. Actual results
may differ materially from those projected. Readers are cautioned not to put
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undue reliance on forward-looking statements. The Company disclaims any intent
or obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
applicable laws.
Part II - Other Information
Item 1. Legal Proceedings
Great Basin Exploration and Mining Company is currently a defendant in a lawsuit
which was filed July 13,1993 in the Second Judicial District of the State of
Nevada in and for the County of Washoe relating to an injury sustained by a
reporter that was covering a story on a property that GBEM had previously held
as unpatented mining claims. The plaintiff, Christopher Bristol, is seeking
unspecified damages in excess of $10,000. The following parties were named
defendants in the lawsuit: George DeLong Construction Inc., George DeLong,
Melvin DeLong, Estate of Melvin DeLong, Emmett Delong, the Estate of Emmett
Delong, Gerle Gold (US),Inc., Nevada State Fire Marshall, Humboldt County Fire
Department, Carson City Fire Department, Douglas County Fire Department, GBEM
and Does 1-X; Doe partnerships I-V, and Doe corporations I-V. Every defendant,
with the exception of GBEM, settled out of court. GBEM prevailed in a jury
verdict on December 7, 1994, in the Sixth Judicial District Court of the State
of Nevada in and for the County of Humboldt. On January 9, 1995 an appeal to the
Supreme Court was filed and, on October 18, 1996, an oral argument was
presented. Legal counsel for GBEM is confident that the verdict will not be
overturned, although there can be no assurance that GBEM will prevail. The
Company believes any recovery by the plaintiff would be covered by its
insurance.
Item 5. Other Information
As of September 30, 1996, the Company purchased certain unpatented mining claims
located in Esmeralda County, Nevada (the "Property"), from Kennecott Exploration
Company. At closing, the Company delivered to Kennecott Exploration Company a
promissory note in the amount of $700,000, due September 30, 1998, as the
purchase price for the Property, which is payable under certain conditions, at
the option of the Company, by the issuance of 1,000,000 (one million) shares of
the Company's common stock.
13
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit Item 601
No. Category Exhibit
- ------- -------- -------
1 2 Letter of Intent dated August 28, 1995 whereby Fischer-Watt
Gold Company, Inc., and Great Basin Management Company, Inc.,
agree to form a business combination and filed as Exhibit 1.2 to
Form 10-QSB filed December 20, 1995 and incorporated herein by
reference.
2 2 August 28, 1995 agreement between Fischer-Watt Gold Company,
Inc., and Greenstone Resources Ltd., whereby Fischer-Watt agrees
to purchase 100% of Greenstone Resources Ltd.'s wholly-owned
Colombian branch, Greenstone of Colombia ("GOC") and filed as
Exhibit 2.2 to Form 10-QSB filed December 20, 1995 and
incorporated herein by reference.
3 2 Closing Agreement dated October 20, 1995 among Fischer-Watt
Gold Company, Inc., and Greenstone Resources Canada Ltd., and
Greenstone Resources Ltd., and filed as Exhibit 1.2 to Form 8-K
filed November 3, 1995 and incorporated herein by reference.
4 2 Articles of Merger Merging GBM Acquisition Corp., into Great
Basin Management Co., Inc., dated January 25, 1996 and filed as
Exhibit 1.2 to Form 8-K filed as Exhibit 1.2 to Form 8-K filed
February 5,1996 and incorporated herein by reference.
5 2 Plan of Reorganization and Agreement among Fischer- Watt Gold
Company, Inc., GBM Acquisition Corp., and Great Basin Management
Co., Inc., dated January 3, 1996 and filed as Exhibit 2.2 to Form
8-K filed as Exhibit 1.2 to Form 8-K filed February 5, 1996 and
incorporated herein by reference.
6 2 Mining Property Purchase Agreement dated September 30, 1996,
between Fischer-Watt Gold Company, Inc. and Kennecott Exploration
Company ("KEC") whereby FWG purchased mining claims owned by KEC
in Esmeralda County, Nevada, and, upon closing, delivered to KEC
a Promissory Note in the amount of $700,000. Filed as exhibit 6.2
to form 10-QSB filed October 18, 1996 and incorporated herein by
reference.
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7 3 Articles of Incorporation. Filed as Exhibit 3.1 to Form 8 filed
May 4, 1989 and incorporated herein by reference.
8 3 By-Laws of the Corporation as amended. Filed as Exhibit 6.3 to
Form 10-KSB filed September 26, 1996 and incorporated herein by
reference.
9 10 Letter Agreement between BMR Gold Corporation and Fischer-Watt
Gold Company, Inc., regarding the America Mine Property effective
September 20, 1989, and filed as Exhibit 19.1 to Form 10-Q filed
November 20, 1989 and incorporated herein by reference.
10 10 Fischer-Watt Gold Company, Inc., non-qualified stock option
plan of May 1987 and filed as Exhibit 36.10 to Form 10-K filed
April 23, 1991 and incorporated herein by reference.
11 10 First Amendment to Exploration Agreement and Mining Venture
Agreement dated March 25, 1992 between Kennecott Exploration
Company and Fischer-Watt Gold Company, Inc., and filed as Exhibit
45.10 to Form 10-K filed April 22, 1993 and incorporated herein
by reference.
12 10 Employment Agreement effective September 1, 1993 between
Fischer-Watt Gold Company, Inc., and George Beattie whereby
Fischer-Watt agrees to employ Mr. Beattie for a two-year period
as Chief Executive Officer and filed as Exhibit 20.10 to Form
10-K filed May 11, 1994 and incorporated herein by reference.
13 10 Option Agreement between Greenstone Resources Ltd., and
Fischer-Watt Gold Company, Inc., dated March 24, 1994, whereby
Greenstone has the right to purchase all of Fischer-Watt's
interest in the San Andres property in Honduras and filed as
Exhibit 23.10 to Form 10-K filed May 11, 1994 and incorporated
herein by reference.
14 10 Agreement to Assign Leases dated July 7, 1994 between
Fischer-Watt Gold Company, Inc., and Kennecott Exploration
Company whereby Fischer-Watt agrees to assign its interests in
the Modoc
15
<PAGE>
property located in Imperial County, California to Kennecott,
reserving a Net Smelter Return royalty. This agreement was filed
as Exhibit 22.10 to Form 10-Q filed September 13, 1994 and
incorporated herein by reference.
15 10 Letter agreement between Fischer-Watt Gold Company, Inc., and
La Cuesta International (LCI) dated August 11, 1994 whereby LCI
agrees to lease the Oatman property located in Mohave County,
Arizona. This agreement was filed as Exhibit 23.10 to Form 10-Q
filed September 13, 1994 and incorporated herein by reference.
16 10 Option Agreement - Lock-up Agreement between Fischer-Watt Gold
Company, Inc., and Greenstone Resources Ltd., dated October 17,
1994 whereby the San Andres option agreement was amended to
provide for an early advance of $50,000 as partial payment of the
option in exchange for restrictions on the disposition of
Greenstone shares. This agreement was filed as Exhibit 22.10 to
Form 10-Q filed December 14, 1994 and incorporated herein by
reference.
17 10 English translation of an Exploration Agreement between
Fischer-Watt's Mexican subsidiary, Minera Montoro, S.A. de C.V.
and Minera Cuicuilco, S.A. de C.V. dated October 18, 1994 whereby
Minera Cuicuilco is granted the rights to explore the Cerrito
property in Baja California, Mexico and was filed as Exhibit
23.10 to Form 10-Q filed December 14, 1994 and incorporated
herein by reference.
18 10 Acquisition agreement dated November 10, 1994 among Greenstone
Resources Canada Ltd., Greenstone Resources Ltd., and
Fischer-Watt Gold Company,Inc., whereby the parties finalize the
Option Agreement of March 24, 1994 to purchase the San Andres
property in Honduras and modify the Lock-Up Agreement dated
October 17, 1994. This agreement was filed as Exhibit 29.10 to
Form 10-K filed May 15, 1995 and incorporated herein by
reference.
19 10 Letter agreement dated February 28, 1995 between Tombstone
Explorations Co. Ltd., and Fischer-Watt Gold Company, Inc.,
whereby Tombstone agrees to purchase all of Fischer-Watt's rights
to the Minas de Oro property in Honduras. This agreement was
filed as Exhibit 30.10 to Form 10-K filed May 15, 1995 and
incorporated herein by reference.
16
<PAGE>
20 10 Letter agreement dated April 13, 1995 between Begeyge Minera
Limitada and Fischer-Watt Gold Company, Inc., whereby
Fischer-Watt will acquire rights to the La Victoria, Honduras
property. This agreement was filed as Exhibit 31.10 to Form 10-K
filed May 15, 1995 and incorporated herein by reference.
21 10 Option whereby Fischer-Watt Gold Company, Inc., grants Gerald
D. Helgeson an option to purchase 100,000 shares of Fischer-Watt
restricted common stock. This option was filed as Exhibit 32.10
to Form 10-K filed May 15, 1995 and incorporated herein by
reference.
22 10 Option whereby Fischer-Watt Gold Company, Inc., grants Larry
J. Buchanan an option to purchase 100,000 shares of Fischer-Watt
restricted common stock. This option was filed as Exhibit 33.10
to Form 10-K filed May 15, 1995 and incorporated herein by
reference.
23 10 Amendment dated April 20, 1995 to Agreement to Assign Leases
dated July 7, 1994 between Fischer-Watt Gold Company, Inc., and
Kennecott Exploration Company whereby Fischer-Watt agrees to
assign its interests in the Modoc property located in Imperial
County, California to Kennecott. This Amendment was filed as
Exhibit 28.10 to Form 10-QSB filed June 14, 1995 and incorporated
herein by reference.
24 10 Asset Purchase Agreement dated May 16, 1995 between
Fischer-Watt Gold Company, Inc., and Cerenex Financial A.V.V.,
whereby the February 28, 1995 sale of Minas de Oro is closed.
This Asset Purchase Agreement was filed as Exhibit 29.10 to Form
10-QSB filed June 13, 1995 and incorporated herein by reference.
25 10 Option effective June 1, 1995, whereby Fischer-Watt Gold
Company, Inc., grants Gerald D. Helgeson an option to purchase
200,000 shares of Fischer-Watt restricted common stock. This
Option was filed as Exhibit 31.10 to Form 10-QSB filed September
15, 1995 and incorporated herein by reference.
26 10 Option effective June 1 1995, whereby Fischer-Watt Gold
Company, Inc., grants Larry J. Buchanan an option to purchase
100,000 shares of Fischer-Watt restricted common stock. This
Option was filed as Exhibit 32.10 to Form 10-QSB filed September
15, 1995 and incorporated herein by reference.
17
<PAGE>
27 10 Option effective June 1, 1995 whereby Fischer-Watt Gold
Company, Inc., grants Anthony P. Taylor an option to purchase
100,000 shares of Fischer-Watt restricted common stock. This
Option was filed as Exhibit 33.10 to Form 10-QSB filed September
15, 1995 and incorporated herein by reference.
28 10 Loan Agreement dated August 28, 1995, between Fischer-Watt
Gold Company, Inc., and Great Basin Management Company, Inc.,
whereby Fischer-Watt agrees to loan Great Basin Management
Company, Inc. up to $108,000. This Loan Agreement was filed as
Exhibit 36.10 to Form 10-QSB filed September 15, 1995 and
incorporated herein by reference.
29 10 Amendment dated October 31, 1995 to Loan agreement dated
August 28, 1995, between Fischer-Watt Gold Company, Inc. and
Great Basin Management Company, Inc., whereby Fischer-Watt
changes the dates of the loan to Great Basin Management Company,
Inc. This Amendment was filed as Exhibit 33.10 to Form 10-QSB
filed December 20, 1995 and incorporated herein by reference.
30 10 Extension of time for payment of Secured Promissory Note dated
October 31, 1995 to the Loan agreement dated August 28, 1995,
between Fischer-Watt Gold Company, Inc. and Great Basin
Management Company, Inc. whereby Fischer-Watt agrees to extend
the time for payment of the Secured Promissory Note. This
Extension of Time for Payment was filed as Exhibit 34.10 to Form
10-QSB filed December 20, 1995 and incorporated herein by
reference.
31 10 Second Amendment dated November 30, 1995 to Loan agreement
dated August 28, 1995 between Fischer-Watt Gold Company, Inc. and
Great Basin Management Company, Inc. whereby Fischer-Watt changes
the dates of the loan to Great Basin Management Company, Inc.
This Second Amendment was filed as Exhibit 35.10 to Form 10-QSB
filed December 20, 1995 and incorporated herein by reference.
32 10 Second Extension of Time for Payment of Secured Promissory
Note dated October 31, 1995, to the loan agreement dated August
28, 1995, between Fischer-Watt Gold Company, Inc., and Great
18
<PAGE>
Basin Management Company, Inc. whereby Fischer-Watt agrees to
extend the time for payment of the Secured Promissory Note. This
Second Extension was filed as Exhibit 36.10 to Form 10-QSB filed
December 20, 1995 and incorporated herein by reference.
33 10 Promissory Note dated October 20, 1995 whereby Greenstone
Resources of Colombia Ltd., a wholly owned Bermuda subsidiary of
Fischer-Watt Gold Company, Inc., promises to pay $300,000 to
Greenstone Resources, Ltd. This Promissory Note was filed as
Exhibit 37.10 to Form 10-QSB filed December 20, 1995 and
incorporated herein by reference.
34 10 Option effective June 1, 1996, whereby Fischer-Watt Gold
Company, Inc., grants Gerald D. Helgeson an option to purchase
100,000 shares of Fischer-Watt restricted common stock. Filed as
Exhibit 31.10 to Form 10-KSB filed September 26, 1996 and
incorporated herein by reference.
35 10 Option effective June 1, 1996 whereby Fischer-Watt Gold
Company, Inc., grants Anthony P. Taylor an option to purchase
100,000 shares of Fischer-Watt restricted common stock. Filed as
Exhibit 32.10 to Form 10-KSB filed September 26, 1996 and
incorporated herein by reference.
36 10 Option effective June 1, 1996 whereby Fischer-Watt Gold
Company, Inc., grants Peter Bojtos an option to purchase 100,000
shares of Fischer-Watt restricted. Filed as Exhibit 33.10 to Form
10-KSB filed September 26, 1996 and incorporated herein by
reference.
37 10 Purchase - Sale agreement between Compania Minera Oronorte,
S.A. and Nissho Iwai Corporation in which Nissho Iwai Corporation
agrees to buy gold and silver concentrate produced at El Limon
Mine in Colombia. Filed as Exhibit 34.10 to Form 10-KSB filed
September 26, 1996 and incorporated herein by reference.
38 10 Letter of Agreement dated November 13, 1995, between Digger
Resources, Inc. of Calgary, Alberta, Canada and Great Basin
Exploration and Mining, Inc. regarding exploration and mining
joint venture of Tempo property, Lander County, Nevada. Filed as
Exhibit 35.10 to Form 10-KSB filed September 26, 1996 and
incorporated herein by reference.
19
<PAGE>
39 10 Joint Venture agreement dated July 25, 1996, and Exhibit A to
agreement, between Great Basin Exploration and Mining, Inc. and
Digger Resources, Inc. regarding Tempo mineral property, Lander
County, Nevada. Filed as Exhibit 36.10 to Form 10- KSB filed
September 26, 1996 and incorporated herein by reference.
40 10 Mining Venture agreement between Great Basin Exploration and
Mining Company, Inc. and Hemlo Gold Mines (USA), Inc. for
exploration, development and mining of property held by Great
Basin in Eureka County Nevada. Said property described in Exhibit
A to agreement. common stock. Filed as Exhibit 37.10 to Form 10-
KSB filed September 26, 1996 and incorporated herein by
reference.
41 10 Mineral Lease Agreement and amendment thereto between Great
Basin Exploration and Mining Company, Inc., and H. Walter Schull
dated February 19, 1991 regarding the Coal Canyon property in
Eureka County,Nevada. Filed as Exhibit 38.10 to Form 10- KSB
filed September 26, 1996 and incorporated herein by reference.
42 10 Mineral Lease Agreement between Great Basin Exploration and
Mining Company, Inc., and The Lyle F. Campbell Trust dated
October 14, 1994 regarding the Tempo Mineral Prospect in Lander
County, Nevada. Filed as Exhibit 39.10 to Form 10-KSB filed
September 26, 1996 and incorporated herein by reference.
43 10 Mineral Lease Agreement with amendment thereto between Great
Basin Exploration and Mining Company, Inc., and The Lyle F.
Campbell Trust dated November 8,1993 regarding the Afgan Mineral
Prospect in Eureka County, Nevada. Filed as Exhibit 40.10 to Form
10-KSB filed September 26, 1996 and incorporated herein by
reference.
44 10 Participation Agreement between Great Basin Exploration and
Mining Company, Inc., and Serem Gatro Canada Inc., dated May 31,
1995 regarding the right of Serem Gatro Canada Inc., to elect to
acquire a Participation Interest in properties in which Great
Basin Exploration and Mining Company, Inc., has an interest.
Filed as Exhibit 41.10 to Form 10-KSB filed September 26, 1996
and incorporated herein by reference.
20
<PAGE>
45 10 Mineral Lease Agreement between Great Basin Exploration and
Mining Company, Inc., and Edward L. Devenyns and David R. Ernst
dated November 8, 1992 regarding the Red Canyon Mineral Prospect
in Eureka County, Nevada. Filed as Exhibit 42.10 to Form 10- KSB
filed September 26, 1996 and incorporated herein by reference.
46 10 Joint Venture operating agreement dated January 1, 1996,
between Cominco American, Inc. and Great Basin Exploration and
Mining Company, Inc. known as the "Afgan-Kobeh Joint Venture".
Property described in Exhibit A. Filed as Exhibit 43.10 to Form
10-KSB filed September 26, 1996 and incorporated herein by
reference.
47 10 Amendment to Mineral Lease between Walter Schull and Mireille
Schull and Great Basin Exploration and Mining Company dated July
31, 1996, regarding the Coal Canyon property. Filed as Exhibit
47.10 of 10-QSB filed October 18, 1996 and incorporated herein by
reference.
48 27 Promissory note dated September 30, 1996, whereby Fischer-Watt
Gold Company, Inc. promises to pay $700,000 to Kennecott
Exploration Company, Inc. Filed as Exhibit 48.10 of 10-QSB filed
October 18, 1996 and incorporated herein by reference.
49 27 Financial Data Schedule for the three month period ended April
30,1996.
50 99 Minutes of Special Meeting of Board of Directors of
Fischer-Watt Gold Company, Inc., dated October 19, 1994, whereby
George Beattie's employment contract dated September 1, 1993 is
extended to September 1, 1997. These minutes were filed as
Exhibit 28.99 to Form 10-K filed May 15, 1995 and incorporated
herein by reference.
21
<PAGE>
(b) Reports on Form 8-K
During the quarter ended April 30, 1996,
1. The Registrant filed a Current Report on Form 8-K on March 13, 1996,
reporting that on March 12, 1996 the Company gave notice that it has made an
offering of securities not registered under the Securities Act of 1933 in the
form of a news release dated March 12, 1996.
2. The Registrant filed a Current Report on Form 8-K on April 3, 1996
reporting that on March 29, 1996 the company signed an engagement letter with
BDO Seidman, LLP.
SIGNATURES
In accordance to the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FISCHER-WATT GOLD COMPANY, INC.
November 6, 1996 By /s/ George Beattie
(Signature)
George Beattie, President,
Chief Executive Officer
(Principal Executive Officer),
Chairman of the Board and
Director
November 6, 1996 By /s/ Michele D. Wood
(Signature)
Michele D. Wood,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED APRIL 30, 1996 CONTAINED IN FORM
10-QSB FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
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