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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.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
337730-10-5
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(CUSIP Number)
Brigitte Cooper, c/o Fischer-Watt Gold Company,
1621 north 3rd Street, Suite #1000, Coeur d'Alene, ID 83814 (208) 664-6757
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 1998
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(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))
<PAGE>
CUSIP No. 337730-10-5 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Michael Seed 41-6029622
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
James Michael Seed Trust
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0-
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.59%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*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
<PAGE>
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
<PAGE>
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
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.
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<PAGE>
(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
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<PAGE>
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.
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<PAGE>
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.
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<PAGE>
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
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Signature of Subscriber Taxpayer Identification or
Social Security Number
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Signature of Joint Subscriber Taxpayer Identification or
(if any) Social Security Number
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Name and Residence Address: Mailing Address if Different
(Post Office Address Not Acceptable) From Residence Address:
(Post Office Address is Acceptable)
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Name (please print) Name (please print)
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Number and Street Number and Street
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City State Zip Code City State Zip Code
Type of Ownership (check one):
Individual Ownership
Joint Tenants with Right of Survivorship (all sign)
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Tenants in Common (all sign)
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Trust
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S Corporation
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C Corporation
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Partnership
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Limited Liability Company
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IRA
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Other (please specify type of entity )
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<PAGE>
ACCEPTANCE
This Subscription Agreement is hereby accepted as of May __, 1998.
FISCHER-WATT GOLD COMPANY, INC., a
Nevada corporation
By:
------------------------------------
George Beattie, President
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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.
<PAGE>
(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
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<PAGE>
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
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<PAGE>
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.
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<PAGE>
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
-------------------------------------
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<PAGE>
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
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<PAGE>
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.
----------------
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