Searchlight Minerals Corp.

Searchlight Minerals Corp. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On April 27, 2016 the remaining 9 holders of the September 2013 notes elected to convert $1,086,325 of principal and interest into 31,037,857 shares at $0.035, the same terms as Luxor and Mr. Oring. Once the notes are returned and cancelled, none of the 2013 note issue will remain outstanding, which ends the secured debt. The shares add further dilution.

capital raising announcement

On March 18, 2016 Luxor demanded repayment of its 2013 notes; the company said it lacked the funds, so Luxor converted $2,691,000 of notes into 76,885,714 shares at $0.035 and bought another 42,857,143 shares at $0.035 for $1,500,000. Martin Oring and family also converted $428,491 into 12,242,600 shares at $0.035. Luxor now beneficially owns about 49.83% (per the filing), the rights-plan limits no longer apply to Luxor, and Luxor will have three of five board nominees at the next annual meeting. Luxor also agreed to invest up to $1,250,000 more at $0.045 per share on unspecified milestones, and the legacy warrants over 16,189,414 shares were extended again from Nov 30, 2016 to Nov 30, 2017. The conversion price of $0.035 is far below the $0.40 original conversion price and the $0.35 placements of 2015, so existing holders are heavily diluted (inference from the figures).

capital raising announcement

On March 25, 2015 the company sold 4,250,000 units to Luxor, its largest shareholder, at $0.3529 each for $1,500,000; each unit is one share plus one warrant at $0.50 for five years. The board also raised Luxor's rights-plan waiver from 22% to 26%; Luxor then owns about 24.43% counting warrants and other rights. Separately, on March 18, 2015, 13 note holders (including Luxor and CEO Oring's affiliates) took 516,460 shares at $0.25 in place of $129,115 of the $142,415 interest due; resale registration rights were granted for both deals. This continues the pattern of Luxor funding the company and of interest being paid in stock.

capital raising announcement

On December 8, 2014 the company closed a second round of its private placement, selling 2,997,500 units at $0.20 (one share plus a half warrant at $0.30, five-year term) to 11 investors for $599,500. With the $1,005,700 first closing on October 24, 2014, the offering is now complete (about $1.6 million in total), with proceeds for general working capital. This resolves the open question about further closings.

capital raising announcement

On October 24, 2014 the company closed a first round of a private placement raising $1,005,700, selling 5,028,500 units at $0.20 each (one share plus a half warrant at $0.30, five-year term). Of this, 4,395,000 units brought $879,000 in cash from 16 investors, and 633,500 units were issued to 13 note holders in place of $126,700 of interest due September 18, 2014, including $91,000 to Luxor. The company also sold $69,000 of additional notes in September 2014 under the 2013 note agreement. Luxor holds about 19.93% afterwards. The $0.20 price is below the $0.40 note conversion price, and the 2013 notes have a price-adjustment feature, but the filing does not say whether it was triggered.

capital raising announcement

Effective September 2, 2014 the company let its Searchlight, Nevada placer mining claims lapse (twenty 160-acre parcels on the 3,200-acre site, plus 142 twenty-acre claims staked on top) by not paying the maintenance fees. The company says this saves about $48,518 a year and that it wants the money spent on the Clarkdale Slag Project; this ends the Searchlight gold exploration project described as early-stage in earlier filings.

asset acquisition disposition

On September 18, 2013 the company closed the secured convertible note financing at $4,000,000 gross, for general working capital; this completes the August 2013 Luxor term sheet, with Luxor taking $2.6 million and CEO Martin Oring and affiliates $235,000. The notes (7%, convertible at $0.40, first-priority lien on all assets of the company and its two subsidiaries, which guarantee them) carry a right to buy up to $600,000 more. As part of the deal the board raised the rights-plan waiver for Luxor from 17.5% to 22% (Luxor holds about 21%) and lifted Luxor's voting threshold from 15% to 19.5%. The filing also says the November 2009 warrants were adjusted for anti-dilution at closing because of the $0.40 conversion price (the adjusted figures are cut off in the text provided).

capital raising announcement

On August 19, 2013 the company signed a binding term sheet with Luxor Capital, a principal stockholder, for $2.6 million of secured convertible notes, with up to $2.4 million more to be offered to other investors by September 2, 2013 (maximum $5 million). The notes carry 7% interest, convert at $0.40 per share, mature in 5 years (holders can put them from year two), are secured by a lien on all company assets, and allow redemption at 120% on a change of control. Final documents were still to be prepared. This is the company's first debt facility in its history here, and it can dilute shareholders if converted.

material agreement

On September 21, 2012 the board dismissed its auditor Brown Armstrong, and on September 27 engaged BDO USA, LLP to audit 2012. The filing says there were no disagreements. It notes Brown Armstrong's reports carried a going-concern doubt for 2010 and 2011, and that it revised its 2010 internal-control opinion to say controls were not effective, following the restatements. BDO had earlier been consulted on the warrant accounting behind the restatements.

auditor change

On January 4, 2012 the company said its financial statements for 2008-2010 and the first three quarters of 2011 should not be relied on. The errors relate to the 2007-2008 warrants, whose repricings in December 2008 and November 2009 should have been recorded as warrant modification expense, and the November 2009 warrants, which should have been recorded as derivative liabilities at fair value because of their anti-dilution terms. The company says these are non-cash items with no effect on operations or cash flows, and amended filings will follow. This is another restatement after the 2008 ones.

financial restatement

On December 22, 2010 the company agreed to sell up to 13,000,000 shares to Seaside 88, LP over about ten months, at a 15% discount to the recent average price. The first closing sold 3,000,000 shares at $0.53125, raising $1,593,750. Later closings of up to 1,000,000 shares monthly happen only if the average price is at least $0.50, and Seaside's ownership is capped at 9.99%. Shareholders face dilution at a discounted price. The company can terminate the agreement at any time.

material agreement

On November 12, 2009 the company completed a private placement of 12,078,596 units at $1.25 each, raising $15,098,245 gross. Each unit has one share and a half-warrant (6,039,298 warrants at $1.85, expiring November 12, 2012). Nanominerals took part, and commissions were about $1,056,877 plus 301,965 agent warrants; proceeds are for general working capital. Just before closing, the company also cut the exercise price of 7,042,387 warrants from the 2007-2008 placements from $2.40 to $1.85 and extended their expiry to November 12, 2012, which means more potential dilution. The company must register the new shares for resale within 30 days or face liquidated damages, and the October 2009 resale registration cannot be relied on until a post-effective amendment is filed.

capital raising announcement

On August 24, 2009 the company adopted a shareholder rights plan with Empire Stock Transfer as agent: one right per share, payable September 1, 2009 to holders of record August 24, exercisable at $12.00 if a person acquires 15% or more (or launches a tender offer for that much), letting other holders buy shares at about half price. It runs to August 24, 2019, and the board can redeem it for $0.001 per right. Nanominerals (about 15% holder), Ian McNeil, Carl Ager, and Dr. and Mrs. Ager may be grandfathered up to 20%. This is an anti-takeover measure, and the text provided is cut off before the amendment terms.

material agreement

On December 29, 2008 the board changed the warrants from the February and March 2007 placements (about 3.84 million warrants): expiry extended to March 1, 2010, exercise price cut from $4.50 to $2.40, and the company's right to call them changed to a trigger of a volume-weighted price above $4.40 for 20 trading days with an effective registration statement. This favors warrant holders, and the lower price means more potential dilution. It ties to the owed resale registration, now at Pre-Effective Amendment #5 covering 3,090,978 shares.

security holder rights change

The company says its internal controls over financial reporting were not effective as of December 31, 2007 and March 31, 2008, and that the weakness continued through the June and September 2008 periods. The weakness relates to accounting for complex transactions (asset acquisitions such as Transylvania, and income taxes), which caused the restatements. It lists fixes, including an independent director added to the audit committee and a third-party tax consultant. This follows up the restatement disclosures; no further restatements are expected for the June and September 2008 periods.

farm in farm out agreement

The company says earlier financial statements should not be relied on: the 2006 annual and early-2007 quarterly figures (concluded November 8, 2007), and the 2007 annual figures (concluded May 5, 2008). The restatements follow SEC comments and cover how Searchlight claim share issuances and the Transylvania/Clarkdale purchase and its deferred taxes were recorded, plus reclassifications of pre-2005 losses and currency items. The filing gives no restated dollar amounts, and it is the company's own accounting correction rather than a cash event.

financial restatement

On February 7, 2008 the company closed the two $1.60 placements announced in January: 1,637,500 non-US units for $2,620,000 (387,500 over the approved amount, plus 80,000 commission shares) and 1,643,750 US units for $2,630,000, each unit being a share plus a half warrant at $2.40 for two years; the US offering was then terminated. It also hired RJ Falkner for investor relations at $3,000 a month for one year, and said the first Clarkdale production module could start as early as mid-April 2008. This completes the open offerings (about $5.25 million raised, over the up-to-$5M planned) at the price that dilutes earlier holders.

capital raising announcement

On December 26, 2007 the company sold 3,125,000 units at $1.60 to the Arlington Group Limited for $5,000,000, plus 156,250 commission shares, so Arlington received 3,281,250 shares and 1,562,500 warrants at $2.40 for two years. The company also approved further offerings of 1,250,000 non-US units and 1,875,000 US units at $1.60 (up to $5,000,000 total), none yet sold and with no assurance they will complete. The $1.60 price is well below the $4.50 warrant price of the early-2007 placements and the $2.87 share price in October 2007, so this raise is dilutive (inference).

capital raising announcement

On March 22, 2007 the company closed a non-US placement of 2,226,161 units for $6,678,483, sold through agent D&D Securities Company. Each unit is one share plus a half warrant at US$4.50 for two years; the agent received $525,386.22 and warrants over 75,175 shares. Proceeds are for initial construction funding of a metals recovery facility at Clarkdale and general corporate purposes. This appears to be the follow-on placement approved in the earlier filing (inference), and it adds more shares and warrants.

capital raising announcement

On February 23, 2007 the company closed private placements raising $14,912,002: 4,520,668 units for $13,562,002 from US investors and 450,000 units for $1,350,000 from non-US investors. Each unit is one share plus a half warrant at $4.50 for two years; about $10.1 million went to complete the Clarkdale purchase, with the rest for working capital and initial construction funding. The board also approved a further placement of up to 2,333,333 units (up to US$7 million), with no assurance it will complete. This provides the financing for the Transylvania purchase, but adds new shares and warrants.

capital raising announcement

On February 15, 2007 the company completed the Transylvania acquisition from Verde River Iron Company by merging it into its subsidiary Clarkdale Minerals LLC, so it now holds 100% title to the Clarkdale Slag Project land. It paid $9,900,000 at closing (plus the earlier $200,000) and issued 16,825,000 shares, about 20% of the company at February 22, 2007 (slightly more than the 16,000,000 shares in the option terms); ongoing obligations remain ($30,000 monthly, $6,400,000 at project funding, 2.5% royalty with $500,000 annual advance royalty, $3,500,000 priority distribution). This resolves the November 2006 option and January 2007 exercise, and the filing says the agreement supersedes the earlier joint venture agreement.

asset acquisition disposition

Effective January 8, 2007 the company exercised its option to buy Transylvania from Verde River Iron Company. Completion still depends on receiving the required financial statements, tax-law compliance and the company obtaining additional financing. Closing was extended from January 15 to February 15, 2007. If completed, it would give 100% ownership of the land under the Clarkdale project, subject to a 2.5% royalty. This continues the November 2006 option; the financing needed is not yet shown to be in place.

material agreement

On November 22, 2006 the company took an option from Verde River Iron Company to buy all shares of Transylvania, Inc., which holds title to the land under the Clarkdale slag pile, going beyond the existing earn-in joint venture. To exercise, it must by January 15, 2007 pay $10,000,000 cash and issue 16,000,000 shares, plus $30,000 a month, $6,400,000 at the project funding date, a 2.5% royalty with $500,000 annual advance royalty, and a $3,500,000 priority distribution. A $200,000 refundable deposit was paid. Closing is targeted for January 15, 2007 (extendable to February 15) and is subject to due diligence and financial statements. The filing says there is no assurance it will close.

material agreement

On October 24, 2005 the company completed taking over Nanominerals Corp.'s interest in the Clarkdale Slag Project joint venture, saying it had met all its obligations, including the $690,000 repayment and the 5% royalty. An amendment clarified the royalty terms. It now has the right to earn up to a 50% interest. The 6,000,000 warrants at $0.75 promised in June became warrants for 10,000,000 shares at $0.375 for NMC and 2,000,000 for NMC's designate Clarion Finanz AG, expiring June 1, 2015. The filing says the share numbers were adjusted for the September 30, 2005 two-for-one split. Existing holders face potential dilution if the warrants are exercised. This resolves the June 2005 Clarkdale deal.

asset acquisition disposition

The company closed three private placements in September 2005 raising US$3.055 million in total: US$1,597,500 in Canada (3,195,000 units), US$1,350,000 in Europe through Clarion Finanz AG (2,700,000 units) and US$115,000 in the U.S. (230,000 units). Each unit is a share plus half a warrant at US$1.25 for nine months. This resolves the open question of whether the $2,000,000 funding and the Clarion placement would close. The filing says proceeds go to the Searchlight claims, the Clarkdale Slag Project and general purposes. It also reports a $180,500 reclamation cash bond, an 18-hole drilling and 40-acre pit program budgeted at about $800,000, and a 2-for-1 stock split effective September 30, 2005 (subject to NASD approval), taking shares from 26,075,000 to 52,150,000. Authorized shares rise to 400,000,000.

capital raising announcement

Ahead of the Clarkdale slag deal with Nanominerals Corp. (NMC) taking effect, the company told shareholders that three NMC nominees (Carl S. Ager, Ian R. McNeil, Robert D. McDougal) will join the board once at least 10 days have passed after the notice is mailed. K. Ian Matheson stays on the board. As of July 12, 2005 there were 19,950,000 shares outstanding, and Matheson held 13,900,002 (69.7%, including 250,000 options). This continues the June 2005 assignment agreement and shifts board control to NMC's nominees.

business combination

Phage Genomics signed an engagement letter with Clarion Finanz AG to try to raise up to 4,000,000 units at $0.50 each (a share plus half a warrant at $1.25 for nine months), with a 10% commission; the filing says there is no assurance it will complete. This follows the Clarkdale deal's $2,000,000 funding condition, and proceeds are meant for working capital and the Searchlight and Clarkdale projects. It also extended to June 30, 2005 the deadline for the restructuring required under option agreements on Searchlight-area mineral claims in Clark County, Nevada.

material agreement

Phage Genomics agreed to take over Nanominerals Corp.'s interest in a May 20, 2005 joint venture with Verde River Iron Company to process copper smelter slag on about 200 acres in Clarkdale, Arizona. In return it will repay NMC $690,000, give NMC a 5% net smelter royalty on its share of production, issue 6,000,000 warrants at $0.75 for 10 years, put NMC nominees on the board as a majority, and confirm by June 25, 2005 that it has received $2,000,000 in a private placement. Under the JV terms, funding commitments of $3,000,000 and $27,000,000 are tied to later work phases. This is a new mining direction for a company that began as a bio-pharmacology business.

material agreement

Original 8-K reporting the November 2, 2001 reverse acquisition of Regma Bio Technologies Ltd. for 25,000,000 shares (Caisey Harlingten ends with 82.91%), the disposal of Uscribble.com Writing to Lisa Zampano for no consideration, a new board and management (Rooke as CEO, Hughes as CFO), and a fiscal year-end change to December 31. The text matches the 8-K/A filed the same day.

asset acquisition disposition

On November 2, 2001, the company (then L.C.M. Equity, Inc.) issued 25,000,000 shares to Caisey Harlingten in exchange for all of Regma Bio Technologies Ltd., a UK bio-pharmacology research company, leaving him with 82.91% of 30,150,000 shares outstanding. The old subsidiary Uscribble.com Writing was given to its founder, Lisa Zampano, for no consideration, the old officers resigned and a new board and management took over, and the fiscal year-end moves from March 31 to December 31. This is an amended copy of the 8-K filed the same day, and it begins the company's new direction.

asset acquisition disposition