Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Searchlight Minerals Corp. | v206567_8k.htm |
| EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - Searchlight Minerals Corp. | v206567_ex10-1.htm |
SEARCHLIGHT
MINERALS CORP. SELLS AN INITIAL 3 MILLION SHARES OF COMMON STOCK FOR $1.6
MILLION AND RECEIVES A COMMITMENT TO PURCHASE UP TO 10 MILLION ADDITIONAL SHARES
OF COMMON STOCK FOR CASH
HENDERSON,
Nevada (December 27, 2010) — Searchlight Minerals Corp. (OTCBB: SRCH)
(“Searchlight,” “SMC” or the “Company”), an
exploration stage minerals company focused on precious metals projects in
the southwestern United States, today announced that it has entered into a
Common Stock Purchase Agreement (the “Purchase Agreement”), with Seaside 88, LP
(“Seaside”), a private investment limited partnership, for the sale of 3 million
shares of common stock (the “Initial Closing”) to Seaside, followed by the sale
of up to 1 million shares of common stock to Seaside on or about the 15th day of
each month over the course approximately ten months, for a total of up to 13
million shares of Searchlight common stock. Each such closing is subject
to certain closing conditions. The Initial Closing of 3 million shares
occurred on December 22, 2010. In that closing the Company received net proceeds
equal to 85% of the initial VWAP (defined below) of $0.6250, or $0.53125 per
share. This resulted in gross proceeds to the Company of approximately $1.6
Million.
The per
share purchase price of the shares sold in each transaction will be at a price
equal to the volume weighted average trading price of the Company’s common stock
during the ten-day trading period immediately preceding the applicable closing
date (the “VWAP”), multiplied by 0.85. For any closing to take place, the
VWAP must be at least $0.50 per share. Therefore, the minimum gross
proceeds for any shares sold in this offering will be at least
$0.425 (as the same may be proportionately adjusted in respect of any stock
split, stock dividend, combination, recapitalization or the like with respect to
the common stock). If the VWAP is below $0.50 per share, the applicable closing
will not occur. In such event, a subsequent closing that did not occur will be
rescheduled to occur following the end of the originally scheduled closings
under the Purchase Agreement, provided that only two subsequent closings may be
rescheduled.
Searchlight
has the right, upon written notice to Seaside, to immediately terminate the
Purchase Agreement at any time.
In no
event may the purchase of shares of Searchlight common stock at a subsequent
closing cause Seaside’s beneficial ownership of the Company’s common stock to
exceed 9.99% of the number of common shares outstanding after such subsequent
closing. Seaside has agreed not to engage in short sales of, or hedging
transactions in, Searchlight securities during the term of the Purchase
Agreement.
For
additional information, investors should refer to the Company’s Form 8-K that
will be filed with the Securities and Exchange Commission on December 27,
2010.
A
registration statement relating to the shares of Searchlight common stock
issuable in the offering has been filed with, and declared effective by, the
Securities and Exchange Commission (the “SEC”). A prospectus supplement
relating to the offering will be filed with the SEC.
Copies of
the prospectus supplement and related prospectus, when available, may be
obtained from the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of, these securities in any state
or other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state or jurisdiction.
About
Searchlight Minerals Corp.
Searchlight
Minerals Corp. is an exploration stage company engaged in the acquisition and
exploration of mineral properties and slag reprocessing projects. The Company
holds interests in two mineral projects: (i) the Clarkdale Slag Project, located
in Clarkdale, Arizona, which is a reclamation project to recover precious and
base metals from the reprocessing of slag produced from the smelting of copper
ore mined at the United Verde Copper Mine in Jerome, Arizona; and (ii) the
Searchlight Gold Project, which involves exploration for precious metals on
mining claims near Searchlight, Nevada. The Clarkdale Slag Project is the
more advanced of two ongoing projects that the Company is pursuing. The
Searchlight Gold Project is an early-stage gold exploration endeavor on 3,200
acres located approximately 50 miles south of Las Vegas, Nevada.
Searchlight
Minerals Corp. is headquartered in Henderson, Nevada, and its common stock is
listed on the OTC Bulletin Board under the symbol “SRCH.” Additional
information is available on the Company's website at www.searchlightminerals.com
and in the Company’s filings with the U.S. Securities and Exchange
Commission.
Forward-Looking
Statements
This
Press Release contains forward-looking statements, including statements related
to the Company’s offering of common stock to Seaside 88 and the anticipated
closings related to the offering. Statements in this Press Release that are
forward-looking statements are subject to various risks and uncertainties.
When used in this Press Release, words such as “believe,” “could,” “may,”
“expect” and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon the Company’s
current expectations. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of these risks and uncertainties, which include, without limitation, risks
related to whether Seaside 88 will be unable or unwilling to satisfy its
obligations under the common stock purchase agreement; whether the conditions
applicable to any sale of shares of Searchlight common stock pursuant to the
common stock purchase agreement, including the minimum purchase price, will be
satisfied; and the possibility that the common stock purchase agreement may be
terminated prior to the completion of the various closings contemplated
thereunder. The foregoing list sets forth some, but not all, of the factors that
could affect the Company’s ability to achieve results described in any
forward-looking statements. For additional information about risks and
uncertainties that Searchlight faces and a discussion of the Company’s financial
statements and footnotes, see documents that Searchlight files with the
Securities and Exchange Commission, including the Company’s most recent annual
report on Form 10-K and quarterly report on Form 10-Q and all subsequent
periodic reports. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press
release. All forward-looking statements are qualified in their
entirety by this cautionary statement, and Searchlight undertakes no obligation
and expressly disclaims any duty to revise or update any forward-looking
statements to reflect events or circumstances after the date of this press
release.
Contact
Information:
RJ
Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or via
email at info@rjfalkner.com