UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
November 11, 2014
SEARCHLIGHT
MINERALS CORP.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-30995 |
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98-0232244 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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2360 W. Horizon Ridge Pkwy, Suite #100, Henderson, Nevada |
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89052 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(702) 939-5247 |
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(Registrant's Telephone Number, Including Area Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders.
Amendment to Certain Outstanding Common
Stock Purchase Warrants
On November 11, 2014,
the Board of Directors of Searchlight Minerals Corp. (the “Company”) approved an amendment to the expiration dates
of certain outstanding warrants to purchase up to an aggregate of 14,520,373 shares of the Company’s common stock. Prior
to the amendment, these warrants were set to expire on November 12, 2014. After the amendment, these warrants are now set to expire
on November 12, 2015. The terms and conditions of these warrants remain the same in all other respects. These warrants were originally
issued in connection with the Company’s February 23, 2007, March 22, 2007, December 26, 2007, February 7, 2008 and November
12, 2009 private placements.
Item 7.01 Regulation FD Disclosure.
Press Release
On November 11, 2014, the Company issued
a press release, which is attached hereto as Exhibit 99.1. The information contained in the press release attached hereto is being
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Company
makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of
Regulation FD.
Item 9.01 Financial
Statements and Exhibits.
Exhibit
99.1 Press Release, dated November 11, 2014, issued by Searchlight Minerals Corp.
SIGNATURE
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 12, 2014
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SEARCHLIGHT MINERALS CORP. |
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By: |
/s/ Martin B. Oring |
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Martin B. Oring
President |
Exhibit 99.1
SEARCHLIGHT MINERALS CORP. ANNOUNCES
EXTENSION OF CERTAIN OUTSTANDING WARRANTS
HENDERSON, Nevada (November 11, 2014)
-- Searchlight Minerals Corp. (OTCBB: SRCH) (“Searchlight” or the “Company”) today announced the extension
of the term of certain of its outstanding warrants.
On November 11, 2014, the Board of Directors
of the Company approved an amendment to the expiration dates of certain outstanding warrants to purchase up to an aggregate of
14,520,373 shares of the Company’s common stock. Prior to the amendment, these warrants were set to expire on November 12,
2014. After the amendment, these warrants are now set to expire on November 12, 2015. The terms and conditions of these warrants
remain the same in all other respects. These warrants were originally issued in connection with the Company’s February 23,
2007, March 22, 2007, December 26, 2007, February 7, 2008 and November 12, 2009 private placements.
About Searchlight Minerals Corp.
Searchlight is an exploration stage company
engaged in the acquisition and exploration of mineral properties and slag reprocessing projects. The Company holds interest in
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. Searchlight
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 may contain, in addition
to historical information, forward-looking statements. Statements in this Press Release that are forward-looking statements are
subject to various risks and uncertainties concerning the specific factors disclosed under the heading “Risk Factors”
in the Company’s periodic filings with the U.S. Securities and Exchange Commission. When used in this Press Release in discussing
the recent developments on the Company’s mineral projects, including, without limitation, the resolution of certain issues
relating to the operation of production modules, the words such as “believe,” “could,” “may,”
“expect” 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 technical issues with the mineral projects that
may affect production modules and primary process components, challenges in moving from pilot plant scale to production scale,
the risk that actual recoveries of base and precious metals or other minerals re-processed from the slag material at the Clarkdale
site will not be economically feasible, uncertainty of estimates of mineralized material, operational risk, the Company’s
limited operating history, uncertainties about the availability of additional financing, geological or mechanical difficulties
affecting the Company’s planned mineral recovery programs, the risk that actual capital costs, operating costs and economic
returns may differ significantly from the Company’s estimates and uncertainty whether the results from the Company’s
feasibility studies are sufficiently positive for the Company to proceed with the construction of its processing facility, operational
risk, the impact of governmental and environmental regulation, financial risk, currency risk volatility in the prices of precious
metals and other statements that are not historical facts as disclosed under the heading “Risk Factors” in the Company’s
periodic filings with the U.S. Securities and Exchange Commission. Consequently, risk factors including, but not limited to the
aforementioned, may result in significant delays to the projected or anticipated production target dates.
Contact Information:
RJ Falkner & Company, Inc., Investor
Relations Counsel at (800) 377-9893 or via email at info@rjfalkner.com.
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