Searchlight Minerals Corp. Sells an Initial 3 Million Shares of Common Stock for $1.6 Million and Receives a Commitment to Purch
December 27 2010 - 6:00AM
Marketwired
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 (800) 377-9893 Email Contact
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jul 2023 to Jul 2024