EX-99.2
10
exhibit99-2.htm
Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 99.2
SEARCHLIGHT MINERALS CORP. ACQUIRES 100% OF CLARKDALE
SLAG
PROJECT
HENDERSON, Nevada (February 16, 2007) -- 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". For further details, please visit the Company's website at
www.searchlightminerals.com
or contact the Investors Relations Department
at:
Ph: (702) 939-5247
Fax: (702) 939-5249
email:
ir@searchlightminerals.com
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.

EX - 99 . 2 10 exhibit99 - 2 . htm Filed by Automated Filing Services Inc . ( 604 ) 609 - 0244 - Searchlight Minerals Corp . - Exhibit 99 . 2 SEARCHLIGHT MINERALS CORP . ACQUIRES 100 % OF CLARKDALE SLAG PROJECT HENDERSON , Nevada ( February 16 , 2007 ) -- 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 " . For further details , please visit the Company 's website at www.searchlightminerals.com or contact the Investors Relations Department at : Ph : ( 702 ) 939 - 5247 Fax : ( 702 ) 939 - 5249 email : ir@searchlightminerals.com 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 .
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