Searchlight Minerals Corp. acquires 100% of Clarkdale Slag Project
February 16 2007 - 8:00AM
PR Newswire (US)
HENDERSON, NV, Feb. 16 /PRNewswire-FirstCall/ -- Searchlight
Minerals Corp. (OTC BB: SRCH) (the "Company"), a dynamic mineral
exploration company focused on the acquisition and development of
projects in the southwestern United States, today announced that it
has completed the acquisition of Transylvania International, Inc.
("TI") from Verde River Iron Company, LLC ("VRIC"). The acquisition
was completed by way of a merger of TI with the Company's wholly
owned subsidiary Clarkdale Minerals LLC in accordance with the
terms of a letter agreement between VRIC and the Company dated
November 22, 2006, as amended February 15, 2007, and an agreement
and plan of merger dated February 15, 2007 between the parties and
Clarkdale Minerals LLC. Pursuant to the terms of the acquisition,
as amended, the Company agreed, among other things, to: (i) make a
payment of $10,100,000 in cash to VRIC; (ii) issue 16,825,000
restricted shares of the Company's common stock; (iii) agree to pay
VRIC $30,000 per month until the project funding date (as defined
in the agreement); (iv) agree to pay $6,400,000 to VRIC on the
project funding date; (v) grant VRIC a Net Smelter Royalty
consisting of 2.5% of future production from the Clarkdale Slag
Project subject to certain advance royalty payments ($500,000 per
year for 10 years as a minimum payment); and (vi) agree to pay
$3,500,000 to VRIC upon initial production of the project. TI holds
the title to the property underlying the Company's Clarkdale Slag
Project in northwestern Arizona. The final purchase price for TI
was increased from the price announced by press release initially
on November 27, 2006 by an additional $100,000 in cash and 825,000
restricted shares of common stock, due to the inclusion of an
additional approximately 600 acres of land and a commercial
building in downtown Clarkdale, Arizona in the acquisition. "This
is a monumental achievement for Searchlight Minerals Corp.," stated
Ian McNeil, Chief Executive Officer of the Company. "We are very
pleased to welcome the VRIC partners to our family of shareholders.
The Company believes it is now well positioned to proceed with an
aggressive construction and development program at Clarkdale. The
acquisition of an additional 600 acres of land in the final
transaction with VRIC will provide greater flexibility in the
design and operation of the project, and our goal is to bring
Clarkdale into production as soon as possible." 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, Arizona 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". 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:
Copyright