Searchlight Minerals Corp. - Closing of private placements for aggregate gross proceeds of US$14.7 million
26 Febbraio 2007 - 3:00PM
PR Newswire (US)
HENDERSON, NV, Feb. 26 /PRNewswire-FirstCall/ -- Searchlight
Minerals Corp. (OTC BB: SRCH) (the "Company"), announced today that
it has closed concurrent private placement offerings for aggregate
gross proceeds of approximately US$14,708,001 (the "Offerings").
The securities sold pursuant to the Offerings were issued to
accredited investors resident in the United States in accordance
with the terms of Regulation D of the Securities Act of 1933 and to
non-US investors in accordance with the terms of Regulation S of
the Securities Act of 1933. The terms of the Offerings are as
described below: US Private Placement -------------------- The
Company sold 4,452,667 units for aggregate gross proceeds of
US$13,358,001 to accredited investors resident in the United States
pursuant to Regulation D of the Securities Act of 1933 (the "US
Offering"). Each unit consisted of one share of the Company's
common stock and one half of one share purchase warrant with each
whole warrant entitling the subscriber to purchase one additional
share for a period of two years from the closing date at an
exercise price of US$4.50 per Share. The warrants are callable by
the Company if the Company's common stock trades above $6.50 per
share for 20 consecutive trading days. A portion of the US Offering
was sold on a best efforts agency basis. Commissions paid to agents
in connection with the US Offering totaled US$317,940 and the
agents also received warrants to purchase 74,220 shares of the
Company's common stock at a price of US$4.50 per share, exercisable
for a period of two years from the closing date. Non-US Private
Placement ------------------------ The Company sold 450,000 units
for aggregate gross proceeds of US$1,350,000 to non-US investors
pursuant to Regulation S of the Securities Act of 1933 (the "Non-US
Offering"). Each unit consisted of one share of the Company's
common stock and one half of one share purchase warrant with each
whole warrant entitling the subscriber to purchase one additional
share for a period of two years from the closing date at an
exercise price of US$4.50 per Share. The warrants are callable by
the Company if the Company's common stock trades above $6.50 per
share for 20 consecutive trading days. A portion of the Non-US
Offering was sold on a best efforts agency basis. A total of
US$111,100 was paid by the Company as commission to agents in
connection with the Non-US Offering and the agents also received
warrants to purchase 12,300 shares of the Company's common stock at
a price of US$4.50 per share, exercisable for a period of two years
from the closing date. The Company's Board of Directors has also
approved another private placement offering of up to 2,333,333
units to non-U.S. persons pursuant to Regulation S of the
Securities Act of 1933 for gross proceeds of up to an additional
US$7 million. This offering is on the same terms described in the
Non-US Offering above. There is no assurance that this offering
will be completed. Approximately $10.1 million in proceeds from the
Offerings have been used to complete the purchase of 100% of the
Clarkdale Slag Project announced on February 16, 2007, with the
balance allocated to working capital and initial construction
funding for a precious and base metals recovery facility at
Clarkdale, Arizona. "With the completion of this financing, along
with the recent acquisition of 100% of the Clarkdale Slag Project,
we believe that the Company is now in a position to accelerate its
development strategy on the Clarkdale Slag Project and ultimately
fulfill our goal of bringing the project to production as soon as
possible." stated Ian McNeil, CEO and President of the Company.
About Searchlight Minerals Corp. Searchlight Minerals Corp. is a
dynamic mineral exploration company focused on the acquisition and
development of projects in the southwestern United States. The
Company is currently involved in two projects: (1) the Clarkdale
Slag Project, located in Clarkdale, AZ, which seeks to recover
precious and base metals from the reprocessing of slag material
produced from the smelting of copper ores from former mines in the
Jerome, Arizona area; and (2) the Searchlight Gold Project, which
involves exploration for precious metals on mining claims near
Searchlight, Nevada. The Clarkdale 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". This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities in
the United States. The securities have not been registered under
the United States Securities Act of 1933, as amended and may not be
offered or sold within the United States or to U.S. persons unless
an exemption from such registration is available. Forward-Looking
Statements This Press Release may contain, in addition to
historical information, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements in this news release that are forward-looking statements
are subject to various risks and uncertainties concerning the
specific factors disclosed under the heading "Risk Factors" and
elsewhere in the Company's periodic filings with the U.S.
Securities and Exchange Commission. When used in this news release,
the words such as "could," "plan", "estimate", "expect", "intend",
"may", "potential", "should", and similar expressions, are
forward-looking statements. The risk factors that could cause
actual results to differ from these forward-looking statements
include, but are not restricted to the Company's limited operating
history, uncertainties about the availability of additional
financing, geological or mechanical difficulties affecting the
Company's planned geological work programs, uncertainty of
estimates of mineralized material, operational risk, environmental
risk, financial risk, currency risk, dependence on joint venture
partners and other statements that are not historical facts as
disclosed under the heading "Risk Factors" and elsewhere in the
Company's periodic filings with securities regulators in the United
States. CONTACT: please visit the Company's website at
http://www.searchlightminerals.com/ or contact the Investors
Relations Department at: Ph: (702) 939-5247, Fax: (702) 939-5249,
email: DATASOURCE: Searchlight Minerals Corp. CONTACT: please visit
the Company's website at http://www.searchlightminerals.com/ or
contact the Investors Relations Department at: Ph: (702) 939-5247,
Fax: (702) 939-5249, email:
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