As filed with the Securities and Exchange Commission on June 15, 2007
Registration No. 333-132929

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 3)

SEARCHLIGHT MINERALS CORP.
(Name of small business issuer in its charter)

NEVADA	1000	98-0232244
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

#120 - 2441 W. Horizon Ridge Pkwy
Henderson, NV 89052
Tel: (702) 939-5247
(Address and telephone number of principal executive offices)

Camlex Management (Nevada) Inc.
8275 S. Eastern Avenue, Suite 200, Las Vegas, Nevada 89123
Tel: (702) 990-8800
(Name, address and telephone number of agent for service)

With Copies To:
Conrad Y. Nest, Esq.
O’NEILL LAW GROUP PLLC
435 Martin Street, Suite 1010, Blaine, WA 98230
Tel: (360) 332-3300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [   ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, par value $0.001 per share	16,851,089	$3.45	$58,136,257	$1,784.78

(1)	Total represents: 7,321,827 common shares issued in connection with private placement transactions completed by the Registrant in February 2007 and March 2007, and 8,129,262 shares issuable upon the exercise of the warrants issued by the Registrant in the January, 2006, February, 2007 and March 2007 private placements completed by the Registrant, and (iii) 1,400,000 shares issued to certain selling stockholders pursuant to certain agreements with Searchlight.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 based on the price of $3.45 which was the average of the high and low prices for the Registrant’s common stock as reported on the OTC Bulletin Board on June 11, 2007.
(3)	Previously paid on the initial filing of the Registrant’s Registration Statement on Form SB-2 on April 3, 2006.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JUNE 12, 2007

The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS
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16,851,089
SHARES OF COMMON STOCK
-------------------------

This prospectus relates to the resale of up to 16,851,089 shares of the common stock of Searchlight Minerals Corp. that may be offered and sold, from time to time, by the selling stockholders identified in this prospectus under "Selling Security Holders".

The selling stockholders may sell their common shares through private transactions or in public sales through the over-the-counter markets or on any exchanges on which our common shares are traded at the time of sale. These sales may occur at prevailing market prices or at privately negotiated prices. The shares may be sold directly or through agents or broker-dealers acting as agents on behalf of the selling stockholders. The selling stockholders may engage brokers, dealers or agents, who may receive commissions or discounts from the selling stockholders. We will pay all the expenses incident to the registration of the shares, except for sales commissions and other seller's compensation applicable to sales of the shares.

Our common shares are presently traded on the Over-The-Counter Bulletin Board under the symbol “SRCH”. The last reported sale price of our common stock on June 11, 2007 as reported on the Over the Counter Bulletin Board was $3.41 per share.

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The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled “Risk Factors” on pages 6 through 9 before buying any shares of Searchlight’s common stock.

This Offering will terminate nine months after the accompanying registration statement is declared effective by the SEC. None of the proceeds from the sale of stock by the selling stockholders will be placed in escrow, trust or similar account.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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The Date Of This Prospectus Is: June 12, 2007

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PROSPECTUS
----------------

16,851,089
SHARES OF COMMON STOCK
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TABLE OF CONTENTS

	Page
Summary	4
Risk Factors	6
Glossary of Technical Geological Terms	10
Use of Proceeds	11
Dilution	11
Selling Security Holders	11
Plan of Distribution	19
Legal Proceedings	20
Directors, Executive Officers, Promoters and Control Persons	20
Security Ownership of Certain Beneficial Owners and Management	24
Description of Securities	25
Interest of Named Experts and Counsel	26
Experts	26
Disclosure of Commission Position of Indemnification for Securities Act Liabilities…	27
Organization Within Last Five Years	27
Description of Business	29
Description of Property	32
Management’s Discussion and Analysis or Plan of Operation	47
Certain Relationships and Related Transactions	54
Market for Common Equity and Related Stockholder Matters	56
Executive Compensation	57
Financial Statements	60
Changes in and Disagreements with Accountants and Financial Disclosure	61
Where You Can Find More Information	61

Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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SUMMARY

As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our”, and “Searchlight” refer to Searchlight Minerals Corp. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire prospectus before making an investment decision to purchase our common stock.

We are an exploration stage company engaged in the acquisition and exploration of mineral properties and slag reprocessing projects. Our business is presently focused on our two mineral projects: (i) the Clarkdale slag project, located in Clarkdale, Arizona, pursuant to which we seek 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 (ii) the Searchlight gold project, which involves exploration for precious metals on mining claims near Searchlight, Nevada.

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production. The materials study, continuing in the second quarter of 2007, is expected to show total and “processable” tonnage as well as the grade study completed by independent engineers. In the third quarter of 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the processing facility is expected to commence in the first quarter of 2008. Until such time as we have established economic feasibility of the Clarkdale Slag Project through our pre-feasibility studies and the operation of our one unit module of production from the slag pile, there is no assurance that we will proceed to the construction of our proposed processing facility. If the results from our pre-feasibility studies and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the construction of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

Our current plan of operation on the Searchlight Gold Project is to continue the metallurgical testing program to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. We have not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our properties.

Summary Financial Information

Our financial information as of March 31, 2007 is summarized below:

	As at March 31, 2007 (Unaudited)	As at December 31, 2006 (Audited)	As at December 31, 2005 (Audited)
Cash	$13,688,258	$3,684,248	$705,856
Total Assets	$135,132,916	$5,020,844	$1,718,626
Liabilities	$8,189,883	$1,583,306	$1,178,123
Total Stockholders’ Equity (Deficit)	$135,132,916	$3,437,538	$540,503
Expenses	$721,547	$3,724,310	$1,721,777
Revenue	-	-	-
Net Loss for the Period	($680,029)	($3,651,666)	($1,721,777)
Net Loss Per Common Share	($0.01)	($0.06)	($0.03)

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	As at March 31, 2007 (Unaudited)	As at December 31, 2006 (Audited)	As at December 31, 2005 (Audited)
Weighted Average Shares Outstanding	77,717,438	62,057,693	50,777,096(1)

Notes

(1) During the year ended December 31, 2005, 35,000,000 of the issued and outstanding shares of Searchlight were cancelled by K. Ian Matheson, a former director and executive officer of Searchlight.

About Us

We were incorporated on January 12, 1999 pursuant to the laws of the State of Nevada. See “Organization Within Last Five Years”, below. Our principal offices are located at #120 - 2441 W. Horizon Ridge Pkwy, Henderson, NV 89052. Our telephone number is (702) 939-5247. We maintain a website at www.searchlightminerals.com.

THE OFFERING

The Issuer:	Searchlight Minerals Corp.
Selling Security Holders:	The selling stockholders named in this prospectus are existing stockholders of Searchlight who: (i) acquired shares of our common stock and warrants to acquire shares of our common stock in private placement transactions completed in January, 2006, February, 2007 and March, 2007; and (ii) acquired shares of our common stock pursuant to agreements with Searchlight dated February 8, 2005. The issuance of the securities by Searchlight to the selling stockholders was exempt from the registration requirements of the Securities Act of 1933. See “Selling Security Holders”.
Securities Being Offered:	16,851,089 shares of our common stock, par value $0.001 per share.
Offering Price:	The offering price of the common stock is $3.45 per share which was the average of the high and low prices for the Company’s common stock as reported on the OTC Bulletin Board on June 11, 2007. The actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders.
Duration of Offering:	This offering will terminate nine months after the accompanying registration statement is declared effective by the SEC.
Minimum Number of Shares To Be Sold in This Offering:	None.
Common Stock Outstanding Before and After the Offering:	91,377,827 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing stockholders. We are registering for resale in this prospectus, 8,129,262 shares acquirable on exercise of warrants issued in the Company’s private placement transactions completed in January, 2006, February, 2007 and March, 2007. If all of the warrants are exercised, there will be 99,507,089 shares of our common stock issued and outstanding.
Use of Proceeds:	We will not receive any proceeds from the sale of the common stock by the selling stockholders.
Risk Factors:	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activities and if we do not obtain additional financing, our business will fail.

We were incorporated in January 12, 1999 and since that time were engaged in the business of biotechnology research and development. In February, 2005, we changed our business to mineral exploration. We have a limited history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $10,086,803. Our ability to achieve and maintain profitability and positive cash flow is dependent upon, among other things:

- our ability to locate a profitable mineral property;

- positive results from our feasibility studies on the Searchlight Claims and the Clarkdale Slag Project;

- positive results from the operation of our initial test module on the Clarkdale Slag Project; and

- our ability to generate revenues.

Our plan of operation calls for significant expenses in connection with the exploration of the Searchlight Claims and drilling and sampling activities on the Clarkdale Slag Project which will require us to obtain additional financing. We recorded a net loss of $680,029 for the three months ended March 31, 2007 and have an accumulated deficit of $10,086,803 as at March 31, 2007. As at March 31, 2007 we had cash of $13,688,258 and for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $26,650,000. Accordingly we do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to obtain further financing to fund our operations.

Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and base and precious metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

Because our management does not have formal training specific to the technicalities of mineral exploration, there is a higher risk our business will fail.

Our executive officers and directors do not have any formal training as geologists or in the technical aspects of management of a mineral exploration company. Our management lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

You should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and

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additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. If funding is not available, we may be forced to abandon our operations.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our Searchlight mineral claims or the Clarkdale Slag Project, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

If the price of base and precious metals declines, our financial condition and ability to obtain future financings will be impaired.

The price of base and precious metals is affected by numerous factors, all of which are beyond our control. Factors that tend to cause the price of base and precious metals to decrease include the following:

(a)	Sales or leasing of base and precious metals by governments and central banks;
(b)	A low rate of inflation and a strong US dollar;
(c)	Speculative trading;
(d)	Decreased demand for base and precious metals in industrial, jewelry and investment uses;
(e)	High supply of base and precious metals from production, disinvestment, scrap and hedging;
(f)	Sales by base and precious metals producers and foreign transactions and other hedging transactions; and
(g)	Devaluing local currencies (relative to base and precious metals price in US dollars) leading to lower production costs and higher production in certain major base and precious metals producing regions.

Our business is dependent on the price of base and precious metals. We have not undertaken hedging transactions in order to protect us from a decline in the price of base and precious metals. A decline in the price of base and precious metals may also decrease our ability to obtain future financings to fund our planned exploration programs.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

If we are unable to achieve economic re-processing of minerals from our Clarkdale Slag Project, then our financial condition and our revenues will be adversely affected.

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production and finance. In the third quarter of fiscal 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the processing facility is expected to commence in the first quarter of 2008. If the results from our pre-feasibility studies on the Clarkdale Slag Project and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the construction of our proposed processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project. There is no assurance that actual recoveries of base and precious metals or other

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minerals re-processed from the slag pile will be economically feasible. If metal recoveries are less than projected, then our metal sales will be less than anticipated and may not equal or exceed the cost of mining and recovery in which case our operating results and financial conditions will be adversely affected.

As we undertake exploration of our Searchlight mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We are subject to the laws of the State of Nevada and applicable federal laws as we carry out our exploration program on the Searchlight Claims. We are required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

If we become subject to increased environmental laws and regulation, our operating expenses may increase.

Our exploration operations are regulated by both US federal and Nevada and Arizona state environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation. These regulations will impose operating costs on us. If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses would increase with the result that our financial condition and operating results would be adversely affected.

We have no known mineral reserves and if we cannot find any, we will have to cease operations.

We have no mineral reserves. Mineral exploration is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability is subject to further risks including:

- Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;

- Availability and costs of financing;

- Ongoing costs of production; and

- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the Searchlight Claims, the success of our drilling and sampling activities on the Clarkdale Slag Project and such other factors as government regulations, including regulations relating to allowable production, exporting of minerals, and environmental protection. If we do not find a mineral reserve or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations.

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We are required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

(a)	Water discharge will have to meet drinking water standards;
(b)	Dust generation will have to be minimal or otherwise re-mediated;
(c)	Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
(d)	An assessment of all material to be left on the surface will need to be environmentally benign;
(e)	Ground water will have to be monitored for any potential contaminants;

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(f)	The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re- mediated; and
(g)	There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations. See “Description of Business - Compliance with Government Regulation”, below.

We may conduct further offerings in the future in which case your shareholdings will be diluted.

Since our inception we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, an investor’s shareholding percentage interest in Searchlight will be lower. This condition is often referred to as "dilution". The result of this could reduce the value of an investor’s stock.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

Our common stock is considered to be a “penny stock” since it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

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GLOSSARY OF TECHNICAL TERMS

The following defined technical terms are used in our prospectus:

Bankable Feasibility Study	A feasibility study that is prepared in such depth and detail as would be acceptable to lending institutions in the United States.
Bleb	A small, irregular shaped particle.
Drilling	The process of boring a hole in the rock to obtain a sample for determination of metal content. "Reverse Circulation Drilling" involves chips of rock being forced back through the center of the drill pipe using air or water. "Sonic Drilling" provides highly representative, continuous core samples of any overburden formation, generally without the use of water, air or mud.
Exploration	The process of using prospecting, geological mapping, geochemical and geophysical surveys, drilling, sampling and other means to detect and perform initial evaluations of mineral deposits.
Federal Placer Claims	Mineral claims up to 160 acres, located on federal land under the U.S. Mining Law of 1872. See below definition of "Placer".
Igneous	A type of rock which has been formed by the consolidation of magma, a molten substance from the earth’s core.
Mineralization	The concentration of metals and their chemical compounds within a body of rock.
Ore	A natural mineral compound of the elements of which one at least is a metal (e.g., copper, lead, molybdenum, zinc, gold). The term is applied more loosely to all metalliferous rock and occasionally to the compounds of nonmetallic substances and industrial minerals such as, sulphur ore. In economic terms, an ore is a mineral of sufficient value as to quality and quantity that it may be mined at a profit.
Placer	Mineral, which has been separated from its host rock by natural processes
Quartz	A mineral whose composition is silicon dioxide. A crystalline form of silica.
Reserve	For the purposes of this prospectus: that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:
	(1) Proven (Measured) Reserves. Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
	(2) Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
SEM/EDS	Scanning Electron Microscopy/Energy Dispersive Spectroscopy
Tails	Refuse remaining after ore (or slag) has been processed.
Vein	An occurrence of ore with an irregular development in length, width and depth usually from an intrusion of igneous rock.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock by the selling security holders, except for funds received from the exercise of warrants held by certain of the selling security holders, if and when exercised. We plan to use the net proceeds received from the exercise of any warrants for working capital and general corporate purposes. The actual allocation of proceeds realized from the exercise of these securities will depend upon the amount and timing of such exercises, our operating revenues and cash position at such time and our working capital requirements. There can be no assurances that any of the outstanding warrants will be exercised.

DILUTION

The common stock to be sold by the selling stockholders is common stock that is either currently issued and outstanding or common stock reserved for issuance on exercise of warrants issued in our past private placements. Accordingly, there will be no dilution to our existing stockholders.

SELLING SECURITY HOLDERS

The selling stockholders named in this prospectus are offering all of the 16,851,089 shares of common stock offered through this prospectus. The selling stockholders acquired the 16,851,089 shares of common stock offered through this prospectus from Searchlight in the following transactions:

1.	On January 18, 2006, we completed a private placement of 39 units to a total of 28 subscribers at a price of $45,000 per unit, with each unit consisting of 100,000 shares of our common stock and share purchase warrants entitling the stockholder to purchase 100,000 additional shares of our common stock at a price of $0.65 per share in a private placement to accredited investors that was exempt from registration under Regulation D of the Securities Act. The 3,900,000 shares acquirable on exercise of the warrants issued to subscribers of the January 18, 2006 offering are included in the total number of securities being registered;
2.	On January 18, 2006, we issued warrants to purchase 390,000 shares of our common stock exercisable at a price of $0.65 per share until January 18, 2008 pursuant to Regulation D of the Securities Act to S&P Investors, Inc. in consideration of acting as Searchlight’s agent in connection with the January 18, 2006 private placement. The 390,000 shares acquirable on exercise of the warrants issued to S&P Investors, Inc. are included in the total number of securities being registered;
3.	On July 27, 2006 we issued an aggregate of 1,400,000 shares to certain of the selling stockholders pursuant to mineral claim acquisition agreements with Searchlight dated February 8, 2005. See “Material Relationships”, below;
4.	On February 23, 2007, we closed a private placement offering and issued an aggregate of 4,520,666 units for aggregate gross proceeds of $13,562,002 to 50 investors resident in the United States pursuant to Regulation D of the Securities Act. Each unit consisted of one share of our 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 $4.50 per share. In connection with the offering we issued to the following as a commission an aggregate of 90,870 warrants to purchase shares of our common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date: S&P Investors, Inc. (36,420 Warrants); Empire Financial Group, Inc. (16,336 Warrants); Michael R. Jacks (8,167 Warrants); William D. Corbett (8,167 Warrants); and Peter R. McMullin (21,780 Warrants).
5.	In February, 2007, we closed a private placement offering and issued an aggregate of 575,000 units for aggregate gross proceeds of $1,725,000 to investors not resident in the US pursuant to Regulation S of the Securities Act. We issued 450,000 units to nine investors on February 23, 2007 and issued a further 125,000 units to one investor on February 28, 2007. Each unit consisted of one share of our 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 $4.50 per share. In connection with the February 23, 2007 offering to non-US residents, Zuri Invest Limited received warrants to purchase 12,300

11

shares of our common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date, in consideration of acting as Searchlight’s agent for the offering.

6.

On March 22, 2007, we closed a private placement offering of 2,226,161 units to a total of 31 subscribers. The securities sold pursuant to the March offering were issued to investors not resident in the US in accordance with the terms of Regulation S of the Securities Act of 1933. Each unit consisted of one share of our 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 $4.50 per share. In connection with the March 22, 2007 offering, D&D Securities Company received warrants to purchase 75,175 shares of our common stock exerciseable at a price of $4.50 per share for a period of two years from the closing of the offering.

The following table provides as of June 11, 2007 information regarding the beneficial ownership of our common stock held by each of the selling stockholders, including:

1.	the number of shares beneficially owned by each prior to this Offering;
2.	the total number of shares that are to be offered by each;
3.	the total number of shares that will be beneficially owned by each upon completion of the Offering;
4.	the percentage owned by each upon completion of the Offering; and
5.	the identity of the beneficial holder of any entity that owns the shares.

Name Of Selling Stockholder(1)	Beneficial Ownership Before Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering(1)
	Number of Shares**	Additional Shares acquirable on exercise of Warrants**		Number of Shares	Percent(2)
Larry Baratz(3)	0	100,000	100,000	0	*
Joseph W. Brown Trustee Brown Family Trust (3)(12)	85,000	100,000	100,000	85,000	*
Kenneth G. Dallamora(3) (5)	436,667	250,000	350,000	336,667	*
DMD Partners/Gregg Nagel(3)(13)	100,000	100,000	100,000	100,000	*
Chris Glynn(3)	100,000	100,000	100,000	100,000	*
James W. Harpel(3) (5)	1,200,000	750,000	1,650,000	300,000	*
Hebrides LP(3) (5)(14)	560,000	480,000	640,000	400,000	*
Michael A. Kellogg(3)	100,000	100,000	100,000	100,000	*
Charles A. Knight(3)	100,000	100,000	100,000	100,000	*
James B. Knight(3)	100,000	100,000	100,000	100,000	*
Brian W. Lawrence Living Trust Ltd.(3)(15)	559,000	200,000	200,000	559,000	*
Bruce E. Lazier(3) (5)	680,000	235,000	305,000	610,000	*
Billie W. Maine(3)	100,000	100,000	100,000	100,000	*
Craigen L.T. Maine, Trustee FBO Maine Rev. Family Trust (3) (16)	1,375,000	1,100,000	100,000	2,375,000	2.6%
Dalton Maine(3)	100,000	100,000	100,000	100,000	*
Timmie Maine Miller(3)	100,000	100,000	100,000	100,000	*
Martin Oring(3) (5)	355,000	162,500	287,500	230,500	*
Jimmie L. Porter Jr.(3)	8,000	100,000	100,000	8,000	*
Mary Shaver(3)	0	100,000	100,000	0	*
Jerry and Stephanie Stern Family	100,000	100,000	100,000	100,000	*
Trust(3)(17)
Kenneth Sutherland(3) (5)	33,333	116,667	150,000	0	*
John P. Tatum(3)	0	100,000	100,000	0	*

12

Name Of Selling Stockholder(1)	Beneficial Ownership Before Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering(1)
	Number of Shares**	Additional Shares acquirable on exercise of Warrants**		Number of Shares	Percent(2)
Richard B. Trull Family Trust Richard B. Trull Trustee(3)(18)	37,360	100,000	100,000	37,360	*
Brian Werdesheim and Janelle Werdesheim Revocable Family Trust(3)(19)	100,000	100,000	100,000	100,000	*
Jeffrey L. Werdesheim(3)	100,000	100,000	100,000	100,000	*
Richard J. Werdesheim and Lynne Werdesheim TTEES FBO Werdesheim Family Trust DTD 10-14-86(3)(20)	200,000	1,200,000	200,000	1,200,000	1.3%
WES-TEX Drilling Company, L.P.(3)(5) (21)	200,000	150,000	250,000	100,000	*
Donald Wohl(3)(5)	400,000	350,000	450,000	300,000	*
Kiminco Inc.(4)(22)	70,000	0	35,000	35,000	*
Pass Minerals Inc. (4)(23)	87,500	0	52,500	35,000	*
P.V.B. Metals Inc. (4)(24)	70,000	0	35,000	35,000	*
P.V.S. Minerals Inc. (4)(25)	70,000	0	35,000	35,000	*
Debra Matheson(4)(26)	1,241,002	0	35,000	1,206,002	1.3%
P.V.H. Placers Inc. (4)(27)	70,000	0	35,000	0	*
Silver Mesa Mining Inc. (4)(28)	70,000	0	35,000	0	*
Pilot Plant Inc. (4)(29)	595,000	0	595,000	0	*
Bear Dog Mines Inc. (4)(30)	340,000	0	70,000	270,000	*
Gold Hunter Inc. (4)(31)	70,000	0	70,000	0	*
Michael D. Anderson(4)	52,500	0	52,500	0	*
Farrell Drozd(4)	35,000	0	17,500	17,500	*
Michael I. Matheson(4)(32)	35,000	0	17,500	17,500	*
Britti Gold Inc. (33)	70,000	0	70,000	0	*
Geosearch Inc. (4)(34)	70,000	0	35,000	35,000	*
Geotech Mining Inc. (4)(35)	70,000	0	35,000	35,000	*
Patrick B. Matheson(4)(32)	70,000	0	35,000	35,000	*
Gold Crown Minerals Inc. (4)(36)	280,000	0	140,000	140,000	*
Midsouth Investor Fund LP(5) (37)	100,000	50,000	150,000	0	*
Jeremy A. Wise(5)	5,000	2,500	7,500	0	*
Rosalind M. Reis, Trust of 18 June 1993(5)(38)	25,000	12,500	37,500	0	*
Michele I. Reis, Trust of 21 May 1993(5)(39)	25,000	12,500	37,500	0	*
Ralph I. Reis(5)	25,000	12,500	37,500	0	*
Charles H. Brunie(5)	100,000	50,000	150,000	0	*
Andrew Williams(5)	33,334	16,667	50,001	0	*
Kenneth L. Brush & Sue A. Brush(5)	35,000	17,500	52,500	0	*
Anthony C. Lisa II Revocable Trust(5)(40)	35,000	17,500	52,500	0	*
Paul R. Hobson(5)	20,000	10,000	30,000	0	*
Crown Growth Partners II, L.P. (5)(41)	320,000	122,500	367,500	75,000	*

13

Name Of Selling Stockholder(1)	Beneficial Ownership Before Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering(1)
	Number of Shares**	Additional Shares acquirable on exercise of Warrants**		Number of Shares	Percent(2)
E. Wayne Nordberg(5)	60,000	30,000	90,000	0	*
John C. Thompson(5)	100,000	50,000	150,000	0	*
Leigh S. Curry(5)	10,000	5,000	15,000	0	*
Robert Allen White(5)	34,000	17,000	51,000	0	*
SLP Investments Ltd. (5)(42)	33,333	16,667	50,000	0	*
Anthony David Bune(5)	434,000	217,000	651,000	0	*
Glen Tobias(5)	150,000	75,000	225,000	0	*
Barbara Jaffe(5)	100,000	50,000	150,000	0	*
Todd Wohl(5)	25,000	12,500	37,500	0	*
Diwan Nesicolaci And Tracey Nesicolaci(5)	16,667	8,333	25,000	0	*
Cutler Family Trust(5)(69)	50,000	25,000	75,000	0	*
Fred & Lenore Kayne Family Trust Dated March 29, 2004(5)(43)	300,000	150,000	450,000	0	*
Bruce Burnam Trust Of 1992(5)(44)	100,000	50,000	150,000	0	*
Mark Beychok(5)	95,000	47,500	142,500	0	*
The Bush Family Trust(5)(45)	50,000	25,000	75,000	0	*
Gunther Family Trust(5)(46)	200,000	100,000	300,000	0	*
Michael S. Rosenblum(5)	33,000	16,500	49,500	0	*
Jim Miles(5)	33,333	16,667	50,000	0	*
James Pledger(5)	5,000	2,500	7,500	0	*
Cary Schwartz(5)	25,000	12,500	37,500	0	*
Sander Jacobs(5)	58,333	29,167	87,500	0	*
Fred Fialkow(5)	10,000	5,000	15,000	0	*
Bruce Shpiner(5)	20,000	10,000	30,000	0	*
E. Franklin Hirsch(5)	8,333	4,167	12,500	0	*
Robert and Ellen Snyder(5)	8,000	4,000	12,000	0	*
Jayme Nozzi(5)	5,000	2,500	7,500	0	*
John H. Staab And Nancy Staab(5)	5,000	2,500	7,500	0	*
Robert Hover(5)	5,000	2,500	7,500	0	*
Leonard Adler(5)	10,000	5,000	15,000	0	*
Brian W. Lawrence U/D/T 7/1/99(5)(70)	300,000	150,000	450,000	0	*
Efg Eurofinancière D'Investissements(6)(47)	30,000	15,000	45,000	0	*
Gaia Resources Fund(6)(48)	100,000	50,000	150,000	0	*
Giso Finance SA(6)(49)	10,000	5,000	15,000	0	*
Precious Capital Global Mining & Metals Fund(6)(50)	100,000	50,000	150,000	0	*
Christoph Richter(6)	10,000	5,000	15,000	0	*
Schroder & Co Bank AG(6)(51)	20,000	10,000	30,000	0	*
Seneca Holdings Limited(6)(52)	100,000	50,000	150,000	0	*

14

Name Of Selling Stockholder(1)	Beneficial Ownership Before Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering(1)
	Number of Shares**	Additional Shares acquirable on exercise of Warrants**		Number of Shares	Percent(2)
Synergy Asset Management Ltd. (6)(53)	40,000	20,000	60,000	0	*
Hebrides II Offshore Fund Limited(6)(54)	40,000	20,000	60,000	0	*
Iroquois Master Fund Ltd. (6)(55)	125,000	62,500	187,500	0	*
1471158 Ontario Ltd. (7)(56)	50,000	25,000	75,000	0	*
Andrew Adamson and Jone Panavas(7)	8,528	4,264	12,792	0	*
AGF Canadian Resources(7)(57)	473,067	236,534	709,601	0	*
Avonlea Ventures #2 Inc. (7) (58)	100,000	50,000	150,000	0	*
Robert Crosbie (7)	390,000	16,667	50,000	340,000	*
Robert Edwards(7)	66,667	33,333	100,000	0	*
T. Chen Fong(7)	100,000	50,000	150,000	0	*
Robert Franklin (7)	144,333	7,167	21,500	122,833	*
Galaxy Players Ltd. (7)(59)	66,000	33,000	99,000	0	*
Brant Investments Limited (7)(60)	118,400	59,200	177,600	0	*
Howard Rocket Holdings Ltd. (7)(61)	10,000	5,000	15,000	0	*
Hayes Jackson (7)	10,000	5,000	15,000	0	*
Jennifer Jackson (7)	10,000	5,000	15,000	0	*
London Life Canadian Resources(7)(62)	75,200	37,600	112,800	0	*
Brenda Mackie(7)	50,000	25,000	75,000	0	*
James Mackie (7)	50,000	25,000	75,000	0	*
Sandra Macnaughton(7)	2,800	1,400	4,200	0	*
Peter McRae(7)	10,000	5,000	15,000	0	*
Jeanelle Mitchell(7)	31,000	15,500	46,500	0	*
Pinetree Resource Partnership (7)(63)	250,000	125,000	375,000	0	*
Rahn & Bodmer(7)(64)	100,000	50,000	150,000	0	*
Robocheyne Consulting Ltd. (7)(65)	200,000	100,000	300,000	0	*
Detlef Rostock(7)	40,000	20,000	60,000	0	*
Stephen Sharpe(7)	25,000	12,500	37,500	0	*
Signalta Capital Corporation (7)(66)	33,333	16,667	50,000	0	*
T.R.L. Investments Limited(7)(67)	33,500	16,750	50,250	0	*
Dagmar Wintersteller(7)	40,000	20,000	60,000	0	*
Gregor Wintersteller(7)	100,000	50,000	150,000	0	*
Joe Wolfe (7)	100,000	50,000	150,000	0	*
Yendor Investments Ltd. (7)(68)	25,000	12,500	37,500	0	*
D&D Securities Company(8)	958,500	75,175	75,175	0	*
Zuri Invest Limited(9)	0	12,300	12,300	0	*
S&P Investors Inc.(10)	0	426,420	426,420	0	*
Empire Financial Group, Inc.(11)	0	16,336	16,336	0	*
Michael R. Jacks(11)	0	8,167	8,167	0	*

15

Name Of Selling Stockholder(1)	Beneficial Ownership Before Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering(1)
	Number of Shares**	Additional Shares acquirable on exercise of Warrants**		Number of Shares	Percent(2)
William D. Corbett (11)	0	8,167	8,167	0	*
Peter R. McMullin(11)	0	21,780	21,780	0	*
Total	17,849,023	10,129,262	16,851,089	10,075,362	10.8%

Notes

*	Represents less than 1%
**	As adjusted to reflect a two for one forward stock split effected on September 30, 2005.

(1)	The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered in this prospectus or purchase additional shares of common stock, and assumes that all shares offered are sold.
(2)	Applicable percentage of ownership is based on 91,377,827 common shares outstanding as of June 11, 2007, plus any securities held by such security holder exercisable for or convertible into common shares within sixty (60) days after the date of this prospectus, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
(3)	Includes shares and warrants issued to US accredited investors pursuant to our private placement of units at a price of $45,000 per unit completed on January 18, 2006, with each unit consisting of 100,000 shares of our common stock and share purchase warrants entitling the stockholder to purchase 100,000 additional shares of our common stock at a price of $0.65 per share.
(4)	Consists of shares issued to certain selling stockholders pursuant to an agreement between Searchlight and certain of the selling stockholders dated February 8, 2005 for the acquisition of the Searchlight Claims, see “Acquisition of Searchlight Claims” below.
(5)	Includes shares and warrants issued to US accredited investors pursuant to our private placement completed on February 23, 2007 at a price of $3.00 per unit, with each unit consisting of one share of our common stock and one half of one share purchase warrant with each whole warrant entitling the stockholder to purchase an additional share of our common stock at a price of $4.50 until February 23, 2009.
(6)	Includes shares and warrants issued to investors not resident in the US pursuant to the private placement completed in February, 2007 at a price of $3.00 per unit, with each unit consisting of one share of our common stock and one half of one share purchase warrant with each full warrant entitling the stockholder to purchase an additional share of our common stock at a price of $4.50 for a period of two years following closing of the offering.
(7)	Includes shares and warrants issued to investors not resident in the US pursuant to the private placement completed on March 22, 2007 at a price of $3.00 per unit, with each unit consisting of one share of our common stock and one half of one share purchase warrant with each full warrant entitling the stockholder to purchase an additional share of our common stock at a price of $4.50 for a period of two years following closing.
(8)	Consists of warrants issued to D&D Securities Company to acquire up to 75,175 shares of our common stock at a price of $4.50 per share for a period of two years from the closing of the March 22, 2007 offering. The warrants were issued to D&D pursuant to Regulation S of the Securities Act as a commission on the services provided by D&D in connection with the offering. Lucia Cheung has voting and investment power over the shares of our common stock held by D&D Securities Company.
(9)	Consists of warrants issued to Zuri Invest Limited to acquire up to 12,300 shares of our common stock at a price of $4.50 per share until February 23, 2009. The warrants were issued to Zuri pursuant to Regulation S of the Securities Act as a commission on the services provided by Zuri in connection with the February, 2007 offering to non-us investors. Andrew Michaels has voting and investment power over the shares of our common stock held by Zuri.
(10)	Consists of warrants issued to S&P Investors Inc. to acquire up to 390,000 shares of our common stock at a price of $0.65 per share until January 18, 2009, and warrants to acquire up to 36,420 shares of our common stock at a price of $4.50 per share until February 23, 2009. The warrants were issued to S&P pursuant to Regulation D of the Securities Act as a commission on the services provided by S&P in connection with the January 18, 2006 and February 23, 2007 private placements. Stuart G. Potter has voting and investment power over the shares of our common stock held by S&P.
(11)	Consists of warrants issued to Empire Financial Group Inc. and its designates to acquire up to 54,450 shares of our common stock at a price of $4.50 per share for a period of two years from the closing of the February 23, 2007 offering. The warrants were issued to Empire and its designates pursuant to Regulation D of the Securities Act as a commission on the services provided by Empire in connection with the February 23, 2007 offering. Michael Jacks has voting and investment power over the shares of our common stock held by Empire.

16

(12)	Joseph W. Brown has voting and investment power over the shares held by Joseph W. Brown Trustee Brown Family Trust.
(13)	DMD Partners is beneficially owned by Greg Nagel.
(14)	Anthony Bune has voting and investment power over the shares held by Hebrides LP.
(15)	Brian W. Lawrence has voting and investment power over the shares held by Brian W. Lawrence Living Trust Ltd.
(16)	Craigen L.T. Maine has voting and investment power over the shares held by FBO Maine Rev. Family Trust. Share ownership includes warrants to acquire up to 1,000,000 shares of our common stock at price of $0.375 per share.
(17)	Jerry and Stephanie Stern have voting and investment power over the shares held by the Jerry and Stephanie Stern Family Trust.
(18)	Richard B. Trull has voting and investment power over the shares held by Richard B. Trull Family Trust.
(19)	Brian Werdesheim and Janelle Werdesheim have voting and investment power over the shares held by the Brian Werdesheim and Janelle Werdesheim Revocable Family Trust.
(20)	Richard J. Werdesheim and Lynne Werdesheim have voting and investment power over the shares held by Werdesheim Family Trust. Share ownership includes warrants to acquire up to 1,000,000 shares of our common stock at price of $0.375 per share.
(21)	WES-TEX Drilling Company, L.P. is a limited partnership of which Dewayne Chitwood is the general partner.
(22)	Kiminco Inc. is a private Nevada corporation controlled by K. Ian Matheson, a former officer and director of the Company.
(23)	Pass Minerals Inc. is a private Nevada corporation controlled by K. Ian Matheson.
(24)	P.V.B. Metals Inc. is beneficially owned by Robert McDonald.
(25)	P.V.S. Placers Inc. is beneficially owned by Stephanie Guillouzouie.
(26)	Debra Matheson is the spouse of K. Ian Matheson.
(27)	P.V.H. Placers Inc. is beneficially owned by Hailey McDonald
(28)	Silver Mesa Mining Inc. is beneficially owned by David McDonald.
(29)	Pilot Plant Inc. is beneficially owned by Kenneth R. Matheson, Michael D. Anderson, Michael I. Matheson, Farrell Drozd, Patrick B. McNaught.
(30)	Bear Dog Mines is beneficially owned by Donald Kincade.
(31)	Gold Hunter Inc. is beneficially owned by Robert Hunter.
(32)	Michael Matheson and Patrick Matheson are sons of K. Ian Matheson.
(33)	Britti Gold Inc. is beneficially owned by D.N. Matheson.
(34)	Geotech Mining Inc., is beneficially owned by Charles Ager, the father of Carl Ager, an executive officer and member of our board of directors.
(35)	Geosearch Inc. is beneficially owned by Carol Ager, the mother of Carl Ager, an executive officer and member of our board of directors.
(36)	Gold Crown Minerals Inc. is beneficially owned by Patrick McNaught, Kenneth R. Matheson, K. Ian Matheson, William Trempe, Betty Trempe, Debra Matheson, Sandra Drozd, Farrell Drozd, Michael Anderson, and Dr. John Emerson.
(37)	Lyman O. Heidtke has voting and investment power over the shares held by Midsouth Investor Fund LP.
(38)	The shares held by the Rosalind M. Reis, Trust of 18 June 1993 is beneficially owned by Rosalind M. Reis.
(39)	The shares held by the Michele I. Reis, Trust of 21 May 1993 are beneficially owned by Michele I. Reis.
(40)	Susan Vissers Lisa has voting and investment power over the shares held by Anthony C. Lisa II Revocable Trust.
(41)	Anthony C. Lisa II has voting and investment power over the shares held by Crown Growth Partners II, LP.
(42)	Stuart G. Potter has voting and investment power over the shares held by SLP Investments Ltd..
(43)	Fred Kayne and Lenore Kayne have voting and investment power over the shares held by Fred & Lenore Kayne Family Trust Dated March 29, 2004.
(44)	Bruce Burnam has voting and investment power over the shares held by the Bruce Burnam Trust Of 1992.
(45)	Irving M. Bush has voting and investment power over the shares held by The Bush Family Trust.
(46)	Richard S. Gunther has voting and investment power over the shares held by Gunther Family Trust.
(47)	Jean-Claude Gourrut and Philippe Ragaz have voting and investment power over the shares held by EFG EuroFinanciere D’Investissements.
(48)	John Coast Sullenger has voting and investment power over the shares held by Gaia Resources Fund.
(49)	Leo Frank Docsal and Roland Isler have voting and investment power over the shares held by Giso Finance SA.
(50)	Patrick Michaels has voting and investment power over the shares held by Precious Capital Global Mining & Metals Fund.
(51)	C. Defayes and Barbara Knoeptli have voting and investment power over the shares held by Schroder & Co Bank AG.
(52)	Seneca Holdings Limited is beneficially owned by Lord Reay.
(53)	Majid El Solh has voting and investment power over the shares held by Synergy Asset Management Ltd..
(54)	Anthony Bune has voting and investment power over the shares held by Hebrides II Offshore Fund Limited.
(55)	Joshua Silverman has voting and investment power over the shares held by Iroquois Master Fund Ltd.
(56)	1471158 Ontario Ltd. is beneficially owned by Robert Calvent.

17

(57)	W.R. Farguharson has voting and investment power over the shares held by AGF Canadian Resources.
(58)	Michael A. Steele has voting and investment power over the shares held by Avonlea Ventures #2 Inc.
(59)	Galaxy Players Ltd. is beneficially owned by Jerry Sapieha and Brian Lawrence.
(60)	W.R. Farguharson has voting and investment power over the shares held by Brant Investments Limited.
(61)	Howard Rocket Holdings Ltd. is beneficially owned by Dr. Howard Rocket.
(62)	W.R. Farguharson has voting and investment power over the shares held by London Life Canadian Resources.
(63)	Larry Goldberg has voting and investment power over the shares held by Pinetree Resource Partnership
(64)	Martin Bidermann has voting and investment power over the shares held by Rahn & Bodmer.
(65)	Martin Cheyne and Robert Rose have voting and investment power over the shares held by Robocheyne Consulting.
(66)	Signalta Capital Corporation is beneficially owned by Robert M. Franklin
(67)	Richard M. Cooper has voting and investment power over the shares held by T.R.L. Investments Limited.
(68)	Lisa Sharpe Ruscica has voting and investment power over the shares held by Yendor Investments Ltd.
(69)	Burton Cutler has voting and investment power over the shares held by Cutler Family Trust.
(70)	Brian Lawrence has voting and investment power over the shares held by Brian W. Lawrence U/D/T 7/1/99.

Material Relationship

Other than as described below, none of the selling stockholders:

(i)	has had a material relationship with us other than as a stockholder at any time within the past three years; or
(ii)	has ever been one of our officers or directors.

D&D Securities Company

D&D Securities Company acted as our agent with respect to the March 22, 2007 private placement offering of 2,226,161 units to investors not resident in the US and the September 2, 2005 private placement of 6,390,000 units (post-split). In connection with the private placements we entered into agency agreements with D&D dated March 21, 2007 for the March 22, 2007 private placement and September 1, 2005 for the September 2, 2005 private placement. As commission for the services provided by D&D in connection with the March 22, 2007 private placement, D&D received an aggregate commission and corporate finance fee totaling $526,224 and warrants to purchase 75,175 shares of our common stock at an exercise price of $4.50 per share for a period of two years from the closing of the offering. As commission for the services provided by D&D in connection with the September 2, 2005 private placement, D&D received an aggregate commission of $205,250 and 639,000 broker unit warrants exercisable at a price of $0.25 per unit warrant with each unit consisting of one share of our common stock, one half of one share purchase warrant with each whole warrant entitling D&D to purchase one additional share for a period of nine months from the closing of the September 2, 2005 private placement at an exercise price equal to $0.625 per share, and a penalty warrant exercisable into one-tenth (1/10) of one unit for no additional consideration.

Zuri Invest Limited

Zuri Invest Limited acted as our agent with respect to the February 23, 2007 private placement of 450,000 units to investors not resident in the US. In connection with the private placement we entered into a non-exclusive agency agreement with Zuri dated January 31, 2007 pursuant to which we issued as commission for the services provided by Zuri in connection with the February 23, 2007 private placement, a cash commission of $111,100, and warrants to purchase 12,300 shares of our common stock at a price of $4.50 per share, exercisable until February 23, 2009.

S&P Investors Inc.

S&P Investors Inc. acted as our agent with respect to the January 18, 2006 private placement of 39 units to US accredited investors pursuant to Regulation D of the Securities Act and as our agent with respect to a portion of the February 23, 2007 private placement of an aggregate of 4,520,666 units to US accredited investors pursuant to Regulation D of the Securities Act. In connection with the January 18, 2006 private placement we entered into a finders fee agreement with S&P dated December 7, 2005 and an agency agreement dated January 30, 2007. Pursuant to the terms of the December 7, 2005 finder’s fee agreement as consideration for the services provided by S&P we paid a cash commission of 87,750 and issued warrants to S&P to purchase 390,000 shares of our common stock exercisable at a price of $0.65 per share until January 18, 2008 pursuant to Regulation D of the Securities Act to S&P Investors, Inc. Pursuant to the terms of the January 30, 2007 agency agreement as consideration for the services provided by S&P for the February 23, 2007 offering we paid a cash commission equal to $254,940 to S&P and issued to S&P warrants to purchase 36,420 shares of our common stock exercisable at a price of $4.50 per share until February 23, 2009 pursuant to Regulation D of the Securities Act.

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Empire Financial Group, Inc.

Empire Financial Group, Inc. acted as our agent with respect to a portion of the February 23, 2007 private placement of an aggregate of 4,520,666 units for aggregate gross proceeds of $13,562,002 to 50 investors resident in the United States pursuant to Regulation D of the Securities Act. In connection with the February 23, 2007 private placement we entered into a non-exclusive agency agreement with Empire Financial Group, Inc. dated February 9, 2007, pursuant to the terms of which, as consideration for the services provided by Empire we paid a cash commission of $127,050, and issued to Empire and its designates an aggregate of 54,450 warrants to purchase shares of our common stock exercisable at a price of $4.50 per share for a period of two years from the date of issuance pursuant to Regulation D of the Securities Act.

Searchlight Mineral Claim Holders

Pursuant to the terms of our February 8, 2005 option agreements with the Searchlight mineral claim owners listed in the selling security holder table above. As of the date of this prospectus we have issued 2,800,000 shares of our common stock to the claim owners. We are registering 1,400,000 shares of our common stock issued to the claim owners in July, 2006 in accordance with the terms of the option agreements with the claim owners. In connection with the issuance of stock to the claim owners, Debra Matheson, the spouse of our former director and officer K. Ian Matheson received 70,000 shares, Pass Minerals Inc., a company controlled by Mr. Matheson received 105,000 shares, Kiminco Inc., a company controlled by Mr. Matheson received 70,000 shares, and Gold Crown Minerals Inc., a company controlled by Mr. Matheson received 280,000 shares. Geotech Mining Inc., a company beneficially owned by Charles Ager, received 70,000 shares, and Geosearch Mining Inc., a company beneficially owned by Carol Ager, received 70,000 shares. Charles Ager and Carol Ager are the parents of Carl Ager. See “Acquisition of Searchlight Claims”, below.

PLAN OF DISTRIBUTION

We are registering the shares covered by this prospectus on behalf of the selling stockholders. We will pay all expenses in connection with the registration of the common shares being sold by the selling stockholders, except for the fees and expenses of any counsel and other advisors that any selling stockholders may employ to represent them in connection with the offering and any brokerage or underwriting discounts or commissions paid to broker-dealers in connection with the sale of the shares. We will not receive any of the proceeds of the sale of the shares offered by the selling stockholders.

The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of Searchlight in making decisions with respect to the timing, manner and size of each sale. The shares may be sold by or for the account of the selling stockholders to the public in transactions on the Over the Counter Bulletin Board or on any exchange where Searchlight's common shares may be traded or in privately negotiated transactions. These sales may be made at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The shares may be sold by means of one or more of the following methods:

1.	On such public markets as the common stock may from time to time be trading;
2.	In privately negotiated transactions; and
3.	In any combination of these methods of distribution.

The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a selling shareholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling shareholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling shareholder. Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In

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connection with resales of the shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.

All expenses of the registration statement, including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the common shares will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

The selling stockholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.	Not engage in any stabilization activities in connection with our common stock;
2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

If an underwriter is selected in connection with this offering, an amendment will be filed to identify the underwriter, disclose the arrangements with the underwriter, and we will file the underwriting agreement as an exhibit to this prospectus.

The selling stockholders should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the selling stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while such selling stockholder is distributing shares covered by this prospectus. Accordingly, the selling stockholders are not permitted to cover short sales by purchasing shares while the distribution is taking place. The selling stockholders are advised that if a particular offer of common stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then, to the extent required, a post-effective amendment to the accompanying registration statement must be filed with the SEC.

LEGAL PROCEEDINGS

We are not currently party to any legal proceedings. We are required by Nevada Revised Statutes 78.090 to maintain a resident agent in the State of Nevada. Our resident agent for this purpose is Camlex Management (Nevada) Inc. of 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123. All legal process and any demand or notice authorized by law to be served upon us may be served upon our resident agent in the State of Nevada in the manner provided in subsection 2 of Nevada Revised Statutes 14.020.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages and titles as of June 11, 2007 are as follows:

Name	Age	Position
Ian R. McNeil	35	Director, Chief Executive Officer and President
Carl S. Ager	32	Director, Vice President, Secretary and Treasurer
Melvin L. Williams	46	Chief Financial Officer
Robert D. McDougal	74	Director
Harry B. Crockett	66	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years:

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Ian R. McNeil, Chief Executive Officer, President and Director. Mr. McNeil has been a member of our board of directors since July 25, 2005 and our Chief Executive Officer and President since October 7, 2005. Mr. McNeil has been involved in starting his own businesses and has worked in executive positions for both large and small companies. Mr. McNeil graduated with a Bachelor of Commerce degree from the University of Victoria in 1996. In 1997, Mr. McNeil founded McNeil Enterprises, a British Columbia based small business consulting company that specialized in business plan creation and event management. In 1998, Mr. McNeil co-founded a private furniture, manufacturing and retail company based in Langley, British Columbia. Since June of 2003, Mr. McNeil has been president of Nanominerals Corp. a private Nevada corporation, in the business of precious metal exploration and development. Nanominerals does not have any employees and relies on third party consultants for the provision of services. During his time at Nanominerals, Mr. McNeil helped define much of the corporate strategy, raised money and ran the day to day operations. Prior to joining Nanominerals, Mr. McNeil was the director of operations for the eSolutions division of Telus Corporation (2000-2003) a large telecommunications company based in Canada. While at Telus. Mr. McNeil managed a team of over a 100 people spread over three geographical offices. Telus provides a wide range of wireline and wireless telecommunications products and services including data, Internet Protocol (IP), voice, video and entertainment services.

Carl S. Ager, Vice President, Secretary and Treasurer. Mr. Ager has been a member of our board of directors since July 25, 2005 and our Vice President, Secretary and Treasurer since October 7, 2005. In 1997, Mr. Ager obtained his Bachelor of Applied Sciences – Engineering Geophysics degree from Queen’s University in Kingston, Ontario. Since January, 2003, Mr. Ager has been President of CSA Management Corp, a private Nevada corporation which provides consulting services to mineral exploration companies, which services include business planning, office administration. CSA does not have any employees and relies on third party consultants for the provision of services. Mr. Ager has also served as Vice President of Nanominerals Corp since June 2003. Prior to joining Nanominerals and CSA Management, Mr. Ager’s experience included working as an investment executive for Scotia McLeod, one of Canada’s leading full-service brokerage firms (2000-2002).

Melvin L. Williams, Chief Financial Officer. Mr. Williams has been our Chief Financial Officer since June 14, 2006. Mr. Williams is a certified public accountant with over 18 years' experience in the public accounting industry with the firm of Cupit, Milligan, Ogden and Williams in Reno, Nevada. During this period, he provided auditing, consulting, merger/acquisition, valuation and tax services to private and publicly traded companies in the manufacturing, technology, mining, healthcare and service industries, as well as to various non-profit organizations. From 1984 until 1987, Mr. Williams served on the accounting staff of the University of Oregon Foundation, a private fund raising entity that also maintains endowment and trust investments for the continuing support of the University. Mr. Williams, a member of the American Institute of Certified Public Accountants (AICPA) since 1989, is also a member of the Nevada Society of CPAs (NSCPA) and the Institute of Management Accountants (IMA). He earned a Bachelor of Business Administration degree at the University of Oregon in 1983.

Robert D. McDougal, Director. Mr. McDougal is a member of our board of directors since July 25, 2006. He is a Certified Public Accountant. He began practicing public accounting in 1973 and established his own practice in 1981. The major portion of the practice is with mining and mining related clients including public companies, private companies’ partnerships and individuals. He was a Director and Officer of GEXA Gold Corporation, a publicly traded mining company, from 1985 to 2001. Mr. McDougal was one of the founders of Millennium Mining Corporation which has been merged into Gold Summit Corporation, a publicly traded company. He is the managing partner of GM Squared, LLC, which holds numerous mining claims. He served on the Nevada Society of Certified Public Accountants Committee on Natural Resources for seven years, four years as chairman. Prior to this time Mr. McDougal spend 20 years in the United States Air Force, retiring with the rank of Major.

Harry B. Crockett, Director. Mr. Crockett has been a member of our board of directors since February 16, 2007. Mr. Crockett is the managing member of Verde River Iron Company, LLC a private Nevada limited liability company which was the prior joint venture partner with Searchlight on our Clarkdale Slag Project and the prior owner of the Clarkdale Slag Project. Mr Crockett serves as a court appointed receiver serving various Superior Courts throughout California having served in this capacity over the last 15 years. Mr Crockett has previously served as an Executive Vice President of American Savings, specializing in troubled debt and troubled assets as well as serving as Chairman of the Make a wish foundation of San Joaquin County, a charitable foundation serving the needs of terminally ill children. Mr. Crockett holds a Bachelor of Arts degree from Golden Gate University in San Francisco California and a California Real Estate Brokers license. Mr. Crockett also has a pilot license with a single and multi engine land and instrument ratings.

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Term of Office

Our board of directors are divided into three classes known as Class I, Class II and Class III. Directors of Class I first chosen at our 2007 annual meeting of stockholders hold office until the annual meeting of the stockholders to be held in 2010; directors of Class II first chosen at the 2007 annual meeting of stockholders hold office until the annual meeting of the stockholders to be held in 2009; and directors of Class III first chosen at the 2007 annual meeting of the stockholders of the Company hold office until the annual meeting of the stockholders to be held in 2008. At each annual meeting of stockholders beginning with the 2007 annual meeting of stockholders, directors chosen to succeed those whose terms then expire are elected for a term of office expiring at the third succeeding annual meeting of stockholders after their election. Our board presently consist of four directors. At our annual meeting of stockholders to be held on June 15, 2007 our board of directors have nominated Ian McNeil as a Class I director, Harry Crockett and Carl Ager to serve as Class II directors, and Robert McDougal to serve as a Class III director. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

Ian R. McNeil, our President, Chief Executive Officer and member of our board of directors is the brother in law of Carl S. Ager, our Vice President, Secretary and Treasurer and member of our board of directors.

Committees of the Board Of Directors

Audit Committee

We have an audit committee and audit committee charter. Our audit committee is presently comprised of Robert D. McDougal. A copy of Searchlight’s audit committee charter was filed as an exhibit with to our Current Report on Form 8-K filed with the SEC on September 27, 2006. Our audit committee is responsible for:

(1)	selection and oversight of our independent accountant;
(2)	establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters;
(3)	establishing procedures for the confidential, anonymous submission by Searchlight’s employees of concerns regarding accounting and auditing matters;
(4)	engaging outside advisors; and
(5)	funding for the outside auditor and any outside advisors engagement by the audit committee.

On September 8, 2006 we adopted a revised audit committee charter and a whistle blower policy. The purpose of the amendments to the audit committee charter is to expand on the role of the audit committee’s relationship with external auditors and the primary committee responsibilities. The purpose of the whistle blower policy adopted by Searchlight is to encourage all employees to disclose any wrongdoing that may adversely impact us, our shareholders, employees, investors, or the public at large. The policy also sets forth (i) an investigative process of reported acts of wrongdoing and retaliation and (ii) procedures for reports of questionable auditing, accounting and internal control matters from employees on a confidential and anonymous basis and from other interested third parties.

Audit Committee Financial Expert

Robert McDougal, a member of our audit committee and our board of directors is our “audit committee financial expert” as defined by applicable rules of the SEC.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is presently comprised of Carl S. Ager, Ian R. McNeil and Robert D. McDougal. A copy of the disclosure committee charter was filed as an exhibit to Searchlight’s Form 10-KSB for the year ended December 31, 2003. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about Searchlight and the accuracy, completeness and timeliness of its financial reports.

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Shareholder Nominations of Directors

Shareholders who wish to submit nominees for consideration by the board for election as a director of the Company may do so by submitting in writing such nominees’ names in compliance with the procedures as described below, to the our Secretary. A shareholder’s nomination must contain:

- A statement that the writer is a shareholder and is proposing a candidate for consideration by the board of directors;

- The name of and contact information for the candidate;

- A statement of the candidate’s business and educational experience;

- Information regarding each of the factors listed above, sufficient to enable the board of directors to evaluate the candidate;

- A statement detailing any relationship or understanding between the proposing shareholder and the candidate;

- A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected; and

- A statement of the number of shares of the Company’s common stock that the nominating shareholder holds of record or in which shareholder has a beneficial interest and the number of such shares that have been held for more than one year.

The Company does not pay a fee to any third party to identify or evaluate or assist in the identification or evaluation of potential nominees to its board of directors. All directors are expected to attend the annual meeting and their attendance is recorded in the minutes.

Shareholder Communication with the Board of Directors

Shareholders desiring to communicate with our board of directors on matters other than director nominations should submit their communication in writing to the Chairperson of the Board of Directors, c/o Carl S Ager, Secretary, Searchlight Minerals Corp., #120 - 2441 W. Horizon Ridge Pkwy, Henderson, NV, 89052 and identify themselves as a shareholder. The Secretary will forward all such communication to the Chairperson of the Board for a determination as to how to proceed.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 11, 2007 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

	Name And Address	Amount And Nature Of	Percentage Of
Title Of Class	Of Beneficial Owner	Beneficial Ownership	Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	Ian R. McNeil Chief Executive Officer, President and Director #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	1,242,394(3)(8) Direct	1.3%
Common Stock	Carl S. Ager Secretary, Treasurer and Director #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	1,242,394 (4)(8) Direct	1.3%
Common Stock	Melvin L. Williams Chief Financial Officer #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	174,600(6) Direct	*
Common Stock	Robert D. McDougal Director #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	779,114(5) Direct	*
Common Stock	Harry B. Crockett Director #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	8,917,250 (7) Indirect	9.8%
Common Stock	All Officers and Directors as a Group (5 persons)	12,355,752 Direct and Indirect	13.5%
HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK
Common Stock	K. Ian Matheson Former Director 2215 Lucerne Circle Henderson, NV 89014	12,601,004(2) Direct and Indirect	12.7%
Common Stock	Harry B. Crockett Director #120 - 2441 West Horizon Ridge Parkway, Henderson, NV 89052	8,917,250(7) Indirect	9.76%
Common Stock	Nanominerals Corp. 3500 Lakeside Court, Suite 206 Reno, NV 89509	16,000,000 Direct(8)	17.51%
Common Stock	Centrum Bank AG Kirchstrasse 3, Postfach 1168 FL-9490 Vaduz, Liechtenstein	4,884,000 Direct	5.34%

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Title Of Class	Name And Address Of Beneficial Owner	Amount And Nature Of Beneficial Ownership	Percentage Of Common Stock(1)
Common Stock	Gerald A. Lembas Unit 290 10040 E. Happy Valley Road Scottsdale, AZ 85255	5,047,500 Direct	5.52%

Notes

* Less than 1%.

(1)	Applicable percentage of ownership is based on 91,377,827 common shares outstanding as of June 11, 2007, plus any securities held by such security holder exercisable for or convertible into common shares within sixty (60) days after June 11, 2007 in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
(2)	Includes 3,360,002 shares held directly by K. Ian Matheson, 1,241,002 shares held by Mr. Matheson’s spouse and related companies, a warrant to purchase an additional 8,000,000 shares of Searchlight at a price of $0.375 per share, and incentive stock options to purchase an additional 550,000 shares of Searchlight.
(3)	Consists of 407,594 shares held directly by Ian R. McNeil, options to acquire an additional 834,800 shares of our common stock. Ian R. McNeil is a director, officer and 17.5% shareholder of Nanominerals, a company that holds 16,000,000 of the outstanding shares of Searchlight. See footnote (8), below.
(4)	Consists of 407,594 shares held directly by Carl S. Ager, options to acquire an additional 834,800 shares of our common stock. Carl S. Ager is a director, officer and 17.5% shareholder of Nanominerals, a company that holds 16,000,000 of the outstanding shares of Searchlight. See footnote (8), below.
(5)	Consists of 229,114 shares held directly by Robert D. McDougal and options to acquire an additional 550,000 shares of our common stock.
(6)	Consists of 56,000 shares held directly by Melvin L. Williams and options to acquire an additional 118,600 shares of our common stock.
(7)	Consists of 8,917,250 shares held by the Harry B. Crockett, as Trustee of the Marcia and Harry Crockett 2004 Family Trust UA dated April 24, 2004.
(8)	Nanominerals is a private Nevada corporation beneficially owned by Ian R. McNeil, Carl S. Ager and Charles Ager. Ian R. McNeil and Carl S. Ager are each directors and officers of Nanominerals and each holds 17.5% of the outstanding common stock of Nanominerals. In October, 2005, in accordance with the terms of an assignment agreement dated for reference June 1, 2005, as amended, between Searchlight and Nanominerals, Searchlight issued (as adjusted for a two for one September 30, 2005 stock split): a warrant to Nanominerals Corp. to purchase 10,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2) of the Securities Act of 1933, and (b) to Clarion Finanz AG, the nominee of Nanominerals Corp., a warrant to purchase 2,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Regulation S of the Securities Act of 1933. Nanominerals Corp. entered into the following transactions respecting its 10,000,000 warrants: (i) on January 17, 2006, Nanominerals sold 8,000,000 of its warrants to Mr. Matheson in consideration of $5,000 from Mr. Matheson and on the same date Nanominerals acquired 16,000,000 shares of our common stock from K. Ian Matheson in consideration of a payment of $4,640.50 to Mr. Matheson; (ii) on January 31, 2006 Nanominerals Corp. sold 1,000,000 of its warrants to Richard J. Werdesheim and Lynne Werdesheim as trustees for the Werdesheim Family Trust for a payment of $625, and (iii) on January 31, 2006 Nanominerals Corp. sold the remaining 1,000,000 of its warrants to Craigen L.T. Maine, as trustee for the Maine Rev. Family Trust for a payment of $625.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 400,000,000 shares of common stock, with a par value of $0.001 per share. As of June 11, 2007 there were 91,377,827 shares of our common stock issued and outstanding that are held of record by two hundred and sixty (260) registered stockholders.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of a majority of our common stock outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

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Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefor. See "Dividend Policy”.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our common stock will be entitled to receive pro rata all assets of our company available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred stock

We have not adopted a class of preferred stock. Our only class of securities outstanding is common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Nevada Anti-Takeover laws

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. The provisions of Nevada Revised Statutes sections 78.378 to 78.3793 do not apply to Searchlight as of the date of this prospectus.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

O’Neill Law Group PLLC has provided an opinion on the validity of our common stock.

Kyle L. Tingle, CPA, LLC (“KLT”), has audited our financial statements included in this prospectus to the extent and for the periods set forth in their audit report. KLT has presented their audit report with respect to our audited financial statements for the year ended December 31, 2005. Brown Armstrong, Paulden, McCown, Starbuck, Thornburgh & Keeter Accountancy Corporation (“Brown Armstrong”), has audited our financial statements included in this prospectus to the extent and for the periods set forth in their audit report. Brown Armstrong has presented their report with respect

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to our audited financial statements for the year ended December 31, 2006. The reports of KLT and Brown Armstrong are included in this prospectus in reliance upon their authority as experts in accounting and auditing.

The geological report entitled “Clarkdale Slag Project” dated June 1, 2005 was authored by Dr. Richard F. Hewlett. Dr. Hewlett’s consent to the inclusion of geological information from the geological reports is attached to this prospectus as an exhibit. The geological report entitled “Searchlight Gold Project” dated June 6, 2005 was authored by Dr. Charles A. Ager. Dr. Ager’s consent to the inclusion of geological information from the geological reports is attached to this prospectus as an exhibit. Mountain States R & D International Inc. has provided a consent to the inclusion and reference of chain of custody results of the mineral inventory study conducted on our behalf. Mountain State’s consent to the inclusion of geological information from the geological reports is attached to this prospectus as an exhibit.

Independent Mining Consultants, Inc. (“IMC”) has provided a consent to the inclusion and reference of volume and tonnage results of the materials study on the Clarkdale slag pile conducted on our behalf. IMC’s consent to the inclusion of geological information from its reports is attached to this prospectus as an exhibit. Arrakis, Inc. has provided a consent to the inclusion and reference of analysis reports conducted on our behalf. Arrakis’ consent to the inclusion of geological information from its reports is attached to this prospectus as an exhibit.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

Searchlight was incorporated on January 12, 1999 pursuant to the laws of the State of Nevada under the name “L.C.M. Equity, Inc.”. On November 2, 2001, LCM entered into an acquisition agreement with Regma Bio Technologies, Ltd. pursuant to which Regma entered into a reverse merger with L.C.M. Equity, Inc. with the surviving entity named “Regma Bio Technologies Limited”. Pursuant to the terms of the acquisition agreement we acquired all of the issued and outstanding ordinary shares of Regma in exchange for 25,000,000 restricted shares of our common stock issued on the closing of the transaction to Caisey Harlingten and his designates, pursuant to Section 4(2) of the Securities Act of 1933. On February 2, 2004, we changed our name to “Phage Genomics, Inc.” From 1999 to 2005, we operated primarily as a biotechnology research and development company with our headquarters in Canada and an office in the UK.

In February, 2005, we announced the reorganization of Searchlight from a biotechnology research and development company to a company focused on the acquisition of mineral properties. In connection with Searchlight’s reorganization, we entered into mineral option agreements to acquire an interest in the Searchlight Claims, see “Acquisition of Searchlight Claims”, below. In connection with the corporate reorganization and restructuring, in 2005, Mr. Harlingten and his affiliates transferred 47,700,000 shares of Searchlight’s common stock beneficially owned by him to K. Ian Matheson, resulting in a change of control of Searchlight. In connection with our corporate restructuring, our name was changed to "Searchlight Minerals Corp.” effective June 23, 2005.

Pursuant to the terms of our February 8, 2005 option agreements with the Searchlight mineral claim owners, we have issued as of the date of this prospectus, 2,800,000 shares of our common stock to the claim owners. In connection with the issuance of 2,800,000 shares to the Searchlight claim owners: Debra Matheson, the spouse of our former director and officer K. Ian Matheson received 70,000 shares, Pass Minerals Inc., a company controlled by Mr. Matheson received 105,000 shares, Kiminco Inc., a company controlled by Mr. Matheson received 70,000 shares, and Gold Crown Minerals Inc., a company controlled by Mr. Matheson received 280,000 shares. Geotech Mining Inc., a company beneficially owned by Charles Ager, and Geosearch Inc., a company beneficially owned by Carol Ager. Charles Ager and Carol Ager are the parents of Carl Ager.

In September, 2006, Mr. K. Ian Matheson, a member of our board of directors, terminated his monthly $3,500 management fee. Prior to September, 2006 in connection with our corporate restructuring in fiscal 2005, we agreed to

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pay a management fee of $3,500 per month to Pass Minerals Inc., a company controlled by Mr. Matheson, for management services provided by Mr. Matheson respecting the reorganization of Searchlight and the development of assaying and testing procedures for the Searchlight Claims. A total of $24,500 and $35,000 was paid to Pass Minerals Inc. for consulting services in 2006 and 2005, respectively. See “Certain Relationships and Related Transactions”, below.

On February 15, 2007 pursuant to the merger agreement among Verde River Iron Company, LLC, Transylvania International, Inc., Clarkdale Minerals LLC and Searchlight, Searchlight agreed to issue 16,825,000 shares for all of the issued and outstanding shares of Transylvania International, Inc. Harry B. Crockett, at the time of the acquisition of Transylvania International, was the managing member and had voting and investment power over 65% of the outstanding shares of Verde River. Mr. Crockett received 8,917,250 shares of Searchlight in connection with the acquisition of Transylvania International, Inc.

Nanominerals Corp.

Nanominerals Corp. is a private Nevada corporation principally engaged in the business of mineral exploration. Nanominerals Corp. presently holds 17.5% of our issued and outstanding shares of common stock. Two of our directors Carl S. Ager and Ian R. McNeil, are officers and stockholders of Nanominerals Corp. Messrs. Ager and McNeil each hold 1,000,000 shares of the issued and outstanding common stock of Nanominerals Corp., representing an aggregate of 35% of the outstanding common stock of Nanominerals Corp. Carl S. Ager and Ian R. McNeil by virtue of their positions in Searchlight and Nanominerals Corp. may be considered promoters of Searchlight.

Pursuant to the terms of our assignment agreement dated for reference June 1, 2005, as amended August 31, 2005, and October 24, 2005 with Nanominerals, in consideration of the assignment of Nanominerals Corp.’s rights in the Clarkdale Slag Project to Searchlight, Searchlight agreed, among other things to pay Nanominerals Corp. $690,000 in respect of certain payments made by Nanominerals Corp. towards the acquisition of the Clarkdale Slag Project made pursuant to the terms of our joint venture agreement with Verde River and issue to Nanominerals Corp. or its designates, 6,000,000 warrants to purchase shares of the common stock of Searchlight exercisable for a term of 10 years from the date of the assignment agreement at an exercise price of $0.75 per share.

Following Searchlight’s two for one stock split effected September 30, 2005, on October 24, 2005, Searchlight issued, in accordance with the terms and conditions of the assignment agreement: (i) to Nanominerals Corp., a warrant to purchase 10,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2) of the Securities Act of 1933, and (ii) to the designate of Nanominerals Corp., Clarion Finanz AG, a warrant to purchase 2,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Regulation S of the Securities Act of 1933. The issuance of warrants to Nanominerals was made on the basis that the principals of Nanominerals through their relationship with Searchlight were in a position of access to relevant and material information regarding Searchlight’s operations. The warrants are restricted securities as defined in the Securities Act.

Nanominerals Corp. entered into the following transactions respecting the 10,000,000 warrants received by Nanominerals on October 24, 2005: (i) on January 17, 2006, Nanominerals sold 8,000,000 warrants to K. Ian Matheson in consideration of $5,000 from Mr. Matheson and on the same date Nanominerals acquired 16,000,000 shares of our common stock from K. Ian Matheson in consideration of a payment of $4,640.50 to Mr. Matheson; (ii) on January 31, 2006 Nanominerals Corp. sold 1,000,000 of its warrants to Richard J. Werdesheim and Lynne Werdesheim as trustees for the Werdesheim Family Trust for a payment of $625, and (iii) on January 31, 2006 Nanominerals Corp. sold the remaining 1,000,000 warrants to Craigen L.T. Maine, as trustee for the Maine Rev. Family Trust for a payment of $625. The transfers were completed pursuant to Section 4(2) of the Securities Act of 1933.

DESCRIPTION OF BUSINESS

Introduction

We are an exploration stage company engaged in the acquisition and exploration of mineral properties and slag reprocessing projects. Our business is presently focused on our two mineral projects: (i) the Clarkdale Slag Project, located in Clarkdale, Arizona, pursuant to which we seek to recover precious and base metals from the reprocessing of

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slag material produced from the smelting of copper ores from former mines in the Jerome, Arizona area; and (ii) the Searchlight Gold Project, which involves exploration for precious metals on mining claims near Searchlight, Nevada.

Our current plan of operation on the Clarkdale Slag Project during the next twelve months is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production and, subject to positive results from our pre-feasibility studies and the results from our one unit module of production, finance and construct the processing facility. Until such time as we have established economic feasibility of the Clarkdale Slag Project through our pre-feasibility studies and the operation of our one unit module of production from the slag pile, there is no assurance that we will proceed to the construction of our proposed processing facility. If the results from our pre-feasibility studies and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the construction of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

Our current plan of operation on the Searchlight Gold Project is to continue the metallurgical testing program to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. We have not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our properties.

Corporate History

We were incorporated on January 12, 1999 pursuant to the laws of the State of Nevada under the name L.C.M. Equity, Inc. From 1999 to 2005, we operated primarily as a biotechnology research and development company with headquarters in Canada and an office in the UK. On November 2, 2001, we entered into an acquisition agreement with Regma Bio Technologies, Ltd. pursuant to which Regma Bio Technologies, Ltd. entered into a reverse merger with us with the surviving entity named “Regma Bio Technologies Limited”. On February 2, 2004, we changed our name from “Regma Bio Technologies Limited” to “Phage Genomics, Inc.” In February 2005, we announced our reorganization from a biotechnology research and development company to a company focused on the exploration and acquisition of mineral properties. The assets of the former business of Searchlight were not considered useable on an ongoing basis and were abandoned. The liabilities of the former business continue to be recognized by Searchlight. In connection with our reorganization we entered into mineral option agreements to acquire an interest in the Searchlight Claims. Also in connection with our corporate restructuring, we changed our name from “Phage Genomics, Inc.” to "Searchlight Minerals Corp.” effective June 23, 2005.

On January 10, 2007 we incorporated two wholly owned subsidiaries: Clarkdale Metals Corp, a Nevada corporation and Clarkdale Minerals LLC, a Nevada limited liability corporation. Clarkdale Minerals LLC was formed for the purpose of completing the merger with Transylvania International, Inc pursuant to our Agreement and Plan of Merger with Transylvania International, Inc. dated February 15, 2007. See “Description of Property”, below.

Searchlight and Clarkdale Projects

We hold interests in two mineral projects, our Clarkdale Slag Project and our Searchlight Gold Project. Our plan of operation for each of our projects is discussed below:

Clarkdale Slag Project

The properties comprising our Clarkdale Slag Project are discussed in detail under the heading “Description of Property” in this prospectus.

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production and finance. In the third quarter of fiscal 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the processing facility is expected to commence in the first quarter of 2008. Until such time as we have established economic feasibility of the Clarkdale Slag Project through our pre-feasibility studies and the operation of our one unit module of production from the slag pile, there is no assurance that we will proceed to the construction of our proposed processing facility. If the results from our pre-feasibility studies and the production results from the operation of our one

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unit module are not sufficiently positive for us to proceed with the construction of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

Searchlight Gold Project

The properties comprising the Searchlight Claims and our exploration activities on the Searchlight Claims are discussed in detail under the heading “Description of Property” in this prospectus.

In early 2007, we received the initial results of the metallurgical and analytical analysis on the chain of custody surface samples and bulk samples (6 tons) samples taken from the project area by Arrakis Inc. Our current plan of operation on the Searchlight Gold Project is to continue the metallurgical testing program to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. The metallurgical testing program which includes independent metallurgical testing, bulk sampling, concentration tests, milling and leaching and extraction tests to optimize recovery of precious metals is expected to be completed in the third quarter of 2007. A drilling and pre-feasibility program, which is expected to include an 18-hole drill program, chain-of-custody sampling and assaying of drill hole material, pilot plant tests and a pre-feasibility report, is then anticipated to begin in the fourth quarter of 2007. See “Searchlight Project and Reclamation Permit”, below.

Competition

We are an exploration stage company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration on our mineral properties.

Compliance With Government Regulation

Our Searchlight Claims are comprised of non-patented placer mining claims located on federal land managed by the U.S. Bureau of Land Management. Mining activities on the Searchlight Claims must be carried out in accordance with a permit issued by the Bureau of Land Management. Mining activities on the Searchlight Claims are currently being carried out under a permit approved by the Bureau of Land Management under a 2005 plan of operation for mining activity submitted by us to the Bureau of Land Management. See “Searchlight Project and Reclamation Permit” below.

Our operations on the Clarkdale Slag Project will also require compliance with applicable permits under Arizona State law and require some upgrade of existing facilities as the project develops. A conditional use permit for our planned activities on the Clarkdale Slag Project has been obtained from local authorities subject to final site plan approval. Operations will require some upgrade of existing facilities as the project develops. Air quality, water quality and building permits have been received by the Company from the Arizona Department of Environmental Quality. URS Corporation, an international engineering company has been involved with the permitting of the Clarkdale Slag Project with state and local authorities. Pursuant to the engineering services agreement between URS Corporation and Verde River dated March 21, 2005, URS is to complete a Class II environmental application based on planned equipment and processing applications with Arizona Department of Environmental Quality for quarrying and metals recovery operations. URS Corporation, an international engineering company has been involved with the permitting of the project with state and local authorities.

Permit applications are submitted under a tri-agency application, and are reviewed by agencies of the State of Nevada and State of Arizona governments, including the Department of Natural Resources, and the Department of Environmental Conservation, and Fish and Game. We post a reclamation bond annually in an amount required by the State of Nevada for each acre of proposed disturbance exceeding reclaimed acreage in a permit period. Presently, we have posted the appropriate bonding, and as a matter of company policy, endeavor to reclaim disturbed areas to equal or exceed any new disturbance.

Our mining operation is regulated by Mine Safety Health Administration (“MSHA”). MSHA inspectors periodically visit our project to monitor health and safety for the workers, and to inspect equipment and installations for code

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requirements. All of our workers have completed MSHA safety training and must take refresher courses annually when working on our project. A safety officer for the project is also on site.

Other regulatory requirements monitor the following:

(a)	Explosives and explosives handling.
(b)	Use and occupancy of site structures associated with mining.
(c)	Hazardous materials and waste disposal.
(d)	State Historic site preservation.
(e)	Archaeological and paleontological finds associated with mining.

Federal Claim Maintenance Fees

In order to maintain our Searchlight Claims each year we must pay a maintenance fee of $125 per claim to the Nevada State Office of the Bureau of Land Management by August 31^st. We have paid the required maintenance fees and filed the affidavits required in order to extend the claims to August 31, 2007.

Research and Development Expenditures

We have not incurred any expenditures over the past two fiscal years ended December 31, 2006 on research and development. We expended $2,519,932 on mineral exploration and evaluation expenses in connection with our exploration programs on the Searchlight Project and Clarkdale Slag Project during fiscal 2006.

Employees

As of the date of this prospectus, excluding our officers and directors, we have one employee. Our wholly owned subsidiary, Clarkdale Metals Corp. has eight employees. See “Executive Compensation - Employment Contracts”, below.

Subsidiaries

We have two wholly owned subsidiaries, Clarkdale Minerals LLC, a Nevada limited liability corporation and Clarkdale Metals Corp., a Nevada corporation.

Patents, Trademarks and Licenses

We do not own, either legally or beneficially, any patent or trademark and we are not party to any licensing agreements.

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DESCRIPTION OF PROPERTY

On July 20, 2006, we entered into lease agreement with Burnett & Williams, LLC, a Nevada limited liability company for the lease of our head office consisting of approximately 900 square feet located at Suite 120-2441 W. Horizon Ridge Parkway, Henderson NV 89052 at a rate of $4,000 per month. The lease expired on November 30, 2006. We are continuing to rent the office space at the rate of $4,000 on a month to month basis with no formal contract.

Following our acquisition of Transylvania International, Inc. we hold title to the following real properties located in Clarkdale, Arizona:

Location	Yavapai County Assessor/	Description of Property
	Parcel No.
Clarkdale, Arizona	400-01-007E 400-02-001 400-01-007F 400-05-017D 400-06-001Y 400-05-006A 400-06-002C 400-05-013F 400-05-013G 400-05-001E 400-05-001F	Parcels of vacant land comprising approximately 600 acres
919 Main Street, Clarkdale, Arizona	###-##-####	Commercial building
Clarkdale, Arizona	Parcel I	Lots 1 and 2, Block 44, town of Clarkdale according to the plat of record in Book 5 of Maps, page 85, records of Yavapai County, Arizona.
Clarkdale, Arizona	Parcel II	A portion of the Northeast quarter of Section 20, Township 16 North, Range 3 East of the Gila and Salt River Base and Meridian, Yavapai County, Arizona
Clarkdale, Arizona	Parcel III	A parcel of land located in the Southeast quarter of Section 19, and the Southwest quarter of Section 20, Township 16 North, Range 3 East, Gila and Salt River Base and Meridian, Yavapai County, Arizona
Clarkdale, Arizona	Parcel IV	A parcel of land located in the North half of Section 20, Township 16 North, Range 3 East, Gila and Salt River Base and Meridian, Yavapai County, Arizona
Clarkdale, Arizona	Parcel V	A portion of Sections 17, 18, 19 and 20, Township 16 North, Range 3 East, Gila and Salt River Base and Meridian, Yavapai County, Arizona.

Our interest in the above noted properties is subject to certain ongoing payments and royalties that are discussed in more detail below under the heading “Acquisition of Clarkdale Slag Project”. Our interest in the Searchlight Claims is discussed in more detail below under the heading “Acquisition of Searchlight Claims.”

Acquisition of Clarkdale Slag Project

On November 22, 2006, we entered into a letter agreement, as amended on February 15, 2007, among Verde River Iron Company, LLC, Harry B. Crockett and Gerald Lembas for the purpose of acquiring all of the outstanding shares of Transylvania International, Inc., a wholly owned subsidiary of Verde River, which had title to the property underlying a slag pile located in Clarkdale, Arizona from which we are seeking to recover base and precious metals through the reprocessing of slag material.

Under the terms of the letter agreement, in order to exercise the option to acquire all of the outstanding securities of Transylvania International, we were required to provide notice of the exercise of the option on or before January 8, 2007 and close the acquisition by February 15, 2007. Effective on January 8, 2007, we exercised our option to acquire all of the outstanding shares of Transylvania and on February 15, 2007 we completed the acquisition in accordance with the terms of the letter agreement and the agreement and plan of merger dated February 15, 2007 between Searchlight, Verde

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River, Transylvania International, Inc. and Clarkdale Minerals LLC, our wholly owned subsidiary formed for the purposes of the merger. The merger of Transylvania International and Clarkdale Minerals LLC was effected on February 15, 2007.

Closing of the Transylvania acquisition in accordance with the terms of the merger agreement occurred on February 15, 2007 and was subject to, among other things, the following terms and conditions:

(i)	Payment of $10,100,000 in cash to Verde River (which payment was made);
(ii)	The issuance of 16,825,000 shares of our common stock to the designates of Verde River pursuant to Section 4(2) and Regulation D of the Securities Act of 1933 (which securities were issued to Verde River);
(iii)	Searchlight’s agreement to pay Verde River $30,000 per month until the earlier of: (i) the date that is 90 days after receipt of a bankable feasibility study by Searchlight (the “Project Funding Date”), or (ii) the tenth anniversary of the date of the execution of the letter agreement;
(iv)	Searchlight’s agreement to pay Verde River $6,400,000 on the Project Funding Date;
(v)	Searchlight’s grant to Verde River of a royalty (the “Royalty”) consisting of 2.5% of the Net Smelter Returns (as defined in the letter agreement), on any and all proceeds of production from the Clarkdale Slag Project; and pay to Verde River $500,000 annually (subject to force majeure) commencing on the Project Funding Date (the “Advance Royalty”), with no deduction or offset against the Royalty, except that the combined Royalty and Advance Royalty shall not exceed $500,000 in any calendar year; and, the Advance Royalty shall end forever on the first to occur between: (1) the end of the first calendar year in which the Royalty equals or exceeds $500,000; or (2) the date that is ten (10) years after the date the Agreement is executed by the parties; and
(vi)	Searchlight’s agreement to pay Verde River $3,500,000 as a priority distribution of cash flow in accordance with the provisions of the Joint Venture Agreement dated May 20, 2005 between Nanominerals Corp. and Verde River.

The agreement is governed under the laws of Nevada and superceded all prior agreements between the parties including the joint venture agreement. The closing of the Merger Agreement occurred on February 15, 2007. The Articles of Merger of Transylvania International, Inc. and Clarkdale Minerals LLC were filed and effected with the Nevada Secretary of State on February 15, 2007. Following completion of the Merger, Clarkdale Minerals LLC, our wholly owned subsidiary became the sole surviving corporation. In connection with the Merger Agreement, Verde River and its designates received 16,825,000 restricted shares of our common stock. The securities were issued pursuant to Regulation D and Section 4(2) of the Securities Act of 1933.

Prior to our acquisition of Transylvania International, Inc. we entered into an assignment agreement with Nanominerals Corp., dated for reference June 1, 2005, as amended August 31, 2005, and October 24, 2005 pursuant to which Nanominerals assigned to us all of its interest in the Joint Venture Agreement dated May 20, 2005 between Nanominerals Corp. and Verde River Iron Company, LLC. Pursuant to the terms of the assignment agreement, we completed the acquisition of all of Nanominerals Corp.’s interest in the JV Agreement and fulfilled our obligations under the terms and conditions of the assignment agreement, which included the following conditions: we paid Nanominerals $690,000 in respect of certain payments made by Nanominerals Corp. towards the acquisition of the Clarkdale Slag Project made pursuant to the terms of the JV Agreement; we assigned Nanominerals a 5% net smelter return royalty payable from Searchlight’s share of production from the Clarkdale Slag Project; we appointed sufficient nominees of Nanominerals to Searchlight’s board of directors to constitute a majority of the board following execution of the assignment agreement; we issued to Nanominerals and its designates 12,000,000 warrants (post September 30, 2005 two for one forward split) to purchase shares of the common stock of Searchlight exercisable for a term of 10 years from the date of the assignment agreement at an exercise price of $0.375 per share; we provided confirmation to Nanominerals that Searchlight received funds of $2,000,000 pursuant to Searchlight’s private placement offering of its securities to accredited investors in the U.S. and to accredited investors outside of the U.S.

Following our acquisition of Transylvania International, Inc., we now hold 100% title to the Clarkdale Slag Project through our wholly owned subsidiary, with our interest in the project subject to certain ongoing payments and royalties outlined above. We intend to continue to pursue our stated plan of operation on the Clarkdale Slag Project pursuant to

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which we intend to process slag from a copper smelter slag pile located at the Clarkdale Slag Project site, and extract byproducts from the slag for commercial resale.

Royalty Agreements

Pursuant to the terms of the Letter Agreement dated November 22, 2006, as amended February 15, 2007, among Searchlight, Verde River Iron Company, LLC, Harry B. Crockett and Gerald Lembas, we are required to pay Verde River Iron Company, LLC a royalty consisting of 2.5% of the net smelter returns on any and all proceeds of production from the Clarkdale Slag Project; and pay to Verde River $500,000 annually an advance royalty commencing on the project funding date, with no deduction or offset against the net smelter royalty, except that the combined royalty and advance royalty may not exceed $500,000 in any calendar year; and, the advance royalty shall end forever on the first to occur between: (i) the end of the first calendar year in which the net smelter royalty equals or exceeds $500,000; or (ii) the date that is ten (10) years after the date the letter agreement is executed by the parties.

Pursuant to the terms of our assignment agreement dated for reference June 1, 2005, as amended August 31, 2005, and October 24, 2005, with Nanominerals Corp., as amended August 31, 2005 and October 24, 2005, we are required to pay Nanominerals Corp. a royalty on the interest in the Clarkdale Slag Project assigned by Nanominerals to us, equal to 5% of the net smelter returns (as defined in the assignment agreement) resulting from the processing and extraction of minerals from the Clarkdale Slag Project. Due to our recent acquisition of Transylvania International, Inc., and the resulting 100% ownership of the Clarkdale Slag Project, this Net Smelter Returns royalty to Nanominerals Corp. now equals 2.5% of total production of the project.

CLARKDALE SLAG PROJECT

Location, Access and History

The Clarkdale Slag Project is located at Clarkdale, Arizona, USA some 107 miles north of Phoenix and about 50 miles southwest from Flagstaff, Arizona in Yavapai County, see Figure 1, below. We acquired our interest in the Clarkdale Slag Project pursuant to our Letter Agreement and Merger Agreement with Verde River Iron Company, LLC and Transylvania International, Inc. as described above under the heading “Acquisition of Clarkdale Slag Project”. The project is located at 3,480’ elevation on approximately 800 deeded acres of industrial zoned land near the town of Clarkdale (3,600 residents). It contains the old smelter site and a slag pile available for processing. The slag was produced as smelter rejects from processing copper ores, principally from Jerome, during the period 1915-1952, when the Clarkdale smelter was one of the largest copper smelters in the world. Jerome, some 6 miles west of Clarkdale at elevation 5,435’, is a historic mining district, which produced copper extracted from massive sulfide deposits mined at Jerome (1889-1952) and smelted at both Jerome (1889-1915) and Clarkdale (1915-1952).

Improvements in technology have now advanced to the point where re-processing of the slag at Clarkdale for gold, silver, copper, zinc, and ferro-silicates may be considered economic. If the final feasibility of the project confirms the project is economical, we expect to build a processing facility at Clarkdale. See “Current Status”, below.

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Figure 1 - Clarkdale Slag Project Site

Clarkdale Slag Pile and Metallurgy

The slag pile occupies approximately 45 acres and is up to 100 feet thick. The Scanning Electron Microscopy/Energy Dispersive Spectroscopy (SEM/EDS) analysis performed by Nanominerals indicates that there is a variation in the slag material due to the varying amount of sulfides contained within the different types of smelter sourced slag in the pile, to variations in liberation by different grinders, and to variations in the extraction processes used to report these metals. It is for all these reasons that care will be exercised in determining the extractable grade for the pile during the materials study by our independent engineers. Drilling, assaying and extraction testing of the slag pile by independent engineers commenced in June, 2005, see “Current Status of Exploration of Clarkdale Slag Project” below.

The slag has a glassy, volcanic lava-like appearance. It contains some thin layers of rocky material which appear to have been undigested from the smelter. SEM/EDS analysis of the slag performed by Nanominerals has shown that Copper-Zinc is contained within blebs of Iron-Copper-Zinc sulfides of dimensions of less than 0.3 -20 microns. The iron occurs as iron-metal and iron-oxide of dimensions of less than 5 microns. All these materials are contained in an amorphous/nano-crystalline matrix of calcium-iron-aluminum silicate. Based on the mineralogy of the source of the smelter feed (Jerome), the gold-silver values are entrapped within the sulfide blebs.

Between the fourth quarter of 2005 and the third quarter of 2006, a drilling and sampling program was implemented at our Clarkdale Slag Project under strict chain-of-custody sampling by Mountain States R&D International Inc. A total of 18 holes comprising more than 1,700 feet were drilled as part of a materials study being conducted by Mountain States R&D International Inc. on our behalf. Mountain States also obtained a 2-ton bulk sample comprised of samples taken over the 45-acre surface of the slag pile. Approximately 750 lbs. of this sample were subsequently processed at a pilot plant we rented in Phoenix, Arizona, see “Current Status of Exploration of Clarkdale Slag Project” below.

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The processing facility is expected to be zero discharge as it is expected to recycle all water and we intend to sell or to dispose of all products off-site. Certification of the process design and metal extraction will be determined during operation of the first module of production in the planned processing facility at Clarkdale, Arizona.

There have been many advances in technology that have made re-processing of slag pile more economical. One of the more significant achievements is the development of new mills capable of grinding the hard and abrasive slag found at Clarkdale. These mills use tougher ceramic components, rather than standard steel, are more cost efficient due to lower power requirements and can liberate the metals for extraction, even from tough materials such as the Clarkdale slag. A second significant improvement is the advancement of Ion-Exchange resin technology. Ion-Exchange resins are designated to replace current solvent extraction liquids because they are environmentally benign. These man-made collectors can selectively recover, with pin-point accuracy, specific metals and/or compounds. This eliminates the costs and environmental problems associated with previously used circuits for Copper/Zinc recovery. Use of Ion-Exchange resins is common in commercial mining operations around the world.

Permitting and Design

The process design and equipment selection are planned for both an initial test module and a planned leach and extraction plant at Clarkdale. All required buildings and services are currently available (with moderate cost upgrades) at the site. These include office, lab and processing buildings as well as road, rail, power, telephone, water, storm drain and sewage.

A conditional use permit for our planned activities on the Clarkdale Slag Project has been obtained from local authorities subject to final site plan approval. Operations will require some upgrade of existing facilities as the project develops. URS Corporation, an international engineering company has been involved with the permitting of the Clarkdale Slag Project with state and local authorities. Pursuant to the engineering services agreement between URS Corporation and Verde River dated March 21, 2005, URS is to complete a Class II environmental application based on planned equipment and processing applications with Arizona Department of Environmental Quality for quarrying and metals recovery operations. In consideration of the services provided by URS under the agreement we agreed to pay URS $23,835.

The materials study, continuing in the second quarter of 2007, is expected to show total and “processable” tonnage as well as the grade study completed by independent engineers. In the third quarter of 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the processing facility is expected to commence in the first quarter of 2008 subject to the Company obtaining the necessary additional financing.

Until such time as we have established economic feasibility of the Clarkdale Slag Project through our pre-feasibility studies and the operation of our one unit module of production from the slag pile, there is no assurance that we will proceed to the construction of our proposed processing facility. If the results from our pre-feasibility studies and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the construction of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

Current Status

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production. Pursuant to our 2006 exploration program, Boart Longyear drilled a total of 18 holes (SD1-18), comprising more than 1,700 feet, in the slag pile all under the chain-of-custody (“COC”) supervision of Mountain States. These holes were drilled as part of a materials study being conducted by Mountain States on our behalf. Sample preparation and analysis were performed under COC by Mountain States. During our fiscal year ended December 31, 2006, we received COC analysis results from the eighteen drill holes and a 750-pound bulk sample taken from the slag pile located on our Clarkdale Slag Project. The following composite drill results and bulk sample analysis were reported to us by Mountain States:

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Summary of Drilling and Sampling Results

Results	Gold	Silver	Copper	Zinc	Iron
	Au (opt)*	Ag (opt)*	Cu (%)	Zn (%)	Fe (%)
18 Drill Hole Average	0.46	0.13	0.37	2.47	33.1
750-pound Bulk Sample Average	0.42	0.06	0.35	2.88	31.0

1. Drill Hole Results

Drill Hole	Composite Footage	Gold	Silver	Copper	Zinc	Iron
		Au (opt)*	Ag (opt)*	Cu (%)	Zn (%)	Fe (%)
SD1	0.0 – 55.0	0.210	-	0.70	2.10	32.1
SD2	0.0 – 60.0	0.213	-	0.73	2.13	34.6
SD3	0.0 – 109.0	0.228	-	0.37	2.99	33.4
SD4	0.0 – 80.0	0.190	-	0.39	3.29	32.3
SD5	0.0 – 89.0	0.229	-	0.39	2.29	30.2
SD6	0.0 – 50.0	0.216	-	0.36	3.04	32.5
SD7	0.0 – 111.5	0.667	0.249	0.26	3.10	36.2
SD8	0.0 – 117.5	0.716	0.140	0.29	2.79	33.3
SD9	0.0 – 114.0	0.633	0.153	0.34	2.43	32.7
SD10	0.0 – 112.5	0.669	0.110	0.32	2.57	33.5
SD11	0.0 – 131.0	0.571	0.127	0.32	2.18	33.4
SD12	0.0 – 89.0	0.428	0.109	0.31	1.99	32.1
SD13	0.0 – 127.5	0.590	0.114	0.39	2.86	33.3
SD14	0.0 – 107.5	0.538	0.139	0.36	2.14	33.0
SD15	0.0 – 89.0	0.483	0.143	0.33	1.96	32.8
SD16	0.0 – 118.0	0.633	0.125	0.31	2.49	34.8
SD17	0.0 – 116.0	0.657	0.116	0.30	2.36	35.0
SD18	0.0 – 36.0	0.390	0.070	0.22	1.70	31.3
Average		0.46	0.13	0.37	2.47	33.1

* opt (ounces per ton)

Mountain States performed the copper, zinc, and iron analysis using the fusion assay method, followed by atomic absorption. Gold and silver analysis was performed by Arrakis, under Chain of Custody analysis by Mountain States, using an acid total digestion method followed by atomic absorption. Arrakis, Inc. analyzed the gold and silver values for SD-1 through SD-18 using accepted micro-wave acid digestion method with atomic absorption, verified by producing the gold and silver metal. SD-1 to SD-6 were drilled by the mini-sonic drill and SD-7 to SD-18 were drilled by a large sonic drill.

2. Surface Bulk Sample Results

Sample	Composite	Gold	Silver	Copper	Zinc	Iron
	Detail	Au	Ag	Cu (%)	Zn (%)	Fe (%)
		(opt)**	(opt)**
SS1B-1	Surface Bulk Sample	0.361	0.285	0.36	3.00	33.8
SS1B-2	Surface Bulk Sample	0.422	ND*	0.35	2.80	30.4
SS1B-3	Surface Bulk Sample	0.428	ND*	0.33	2.90	30.4
SS1B-4	Surface Bulk Sample	0.444	ND*	0.36	2.80	29.8
SS1B-5	Surface Bulk Sample	0.434	ND*	0.34	2.90	30.6
Average		0.42	0.06	0.35	2.88	31.0

*	ND (None Detected)
**	opt (ounces per ton)

Under Chain of Custody analysis, Mountain States collected a 4,000-pound bulk sample comprised of material taken over the entire surface of the 45-acre slag pile. Mountain States milled 750 pounds of this material through a pilot plant we rented in Phoenix, Arizona, and subsequently performed the copper, zinc, and iron analysis using the fusion assay

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method, followed by atomic absorption. We rented the pilot plant from New Verde River Mining Company. Gold and silver analysis of the bulk sample was also performed by Mountain States using the fire assay method followed by “slag-flux” fire assay analyses for gold and silver. The sonic drill bulk samples were sent by chain-of-custody to Arrakis for the gold and silver values because conventional fire assayers use a basic flux and this slag is basic and requires an acid flux which dissolves the assay crucible. The Arrakis micro-wave/autoclave method eliminates the need for fire assaying and produces reliable results. The 750 pound bulk sample collected, milled, sampled, and analyzed under strict chain-of-custody by Mountain States averaged 0.42 troy ounces of gold per ton, which confirms by fire assay the Arrakis gold and silver values.

On May 21, 2007 we received a report, prepared by Independent Mining Consultants of Tucson, Arizona, outlining the tonnage and grade estimate of the slag pile in Clarkdale, Arizona. A summary of the estimates contained in the report are as follows:

Slag Pile	Tons in	Au opt*	Ag opt*	Cu %*	Zn %*	Fe %*
	Millions
East	19.86	0.50	0.10	0.34	2.47	33.18
West**	0.34	0.39	0.07	0.22	1.70	31.30
Combined	20.20	0.50	0.10	0.34	2.46	33.15

Notes

opt	(ounces per ton)
*	Independent Mining Consultants accepted the certified chain-of-custody data as presented by Mountain States R&D International Inc and did not perform independent verification of this data.
**	Volume of the west slag- was calculated and supplied to Independent Mining Consultants by Dr. Richard Hewlett, an independent mining consultant to the Company.

Independent Mining Consultants was presented with the drill hole and bulk density data as well as the topographic maps showing the present day surface of the slag pile. Independent Mining Consultants has used this information to develop the estimated volume and tonnage of the slag pile. Mountain States R&D International Inc, utilizing ‘Chain-of-Custody’ parameters, certified the grade of the slag pile that was used to determine the volume and tonnage of the slag pile. All tonnage is reported in short tons (2,000 pounds).

Volume and Tonnage Estimate

The slag pile was created when molten slag from the Clarkdale copper smelter was dumped and solidified during the years 1915-1952. As the dumping continued, the pile increased in size to its present dimensions. The slag pile is bisected by an active railroad line that splits the pile into two sections of slag generated from the smelting of copper concentrates from milling operations, located on the east and west sides of the railroad track.

The eastern portion of the slag pile is the larger of the two, and its volume and tonnage have been calculated by Independent Mining Consultants. The volume of the west portion of the slag pile has been calculated by Dr. Richard Hewlett, an independent mining consultant retained by Searchlight. The volume estimates are as follows:

Slag Pile	Volume Estimate
	(million cubic feet)
East	198.0
West	3.4
Total Volume	201.4

During our drilling program, drill hole samples were collected at 2.5 -foot intervals, weighed and bagged. The average bulk density of the drill hole cuttings was calculated to be 200.6 pounds per cubic foot. This equates to an average tonnage factor of 9.97 cubic feet per ton and therefore, the estimate of the in-place tonnage of the slag pile is as follows:

Slag Pile	Tonnage Estimate
	(million tons)
East	19.86
West	0.34
Total Volume	20.20

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Other slag has been recently identified on the property and is expected to be further delineated in the future .

Grade Estimate

Mountain States R & D International Inc. was retained by Searchlight to collect and analyze samples of the slag pile under ‘Chain-of-Custody’ protocol. The slag grades from the 18-hole sonic drilling program were reported under Mountain States’ certification. A computer block model of the eastern portion of the slag pile was developed and the grade of the five metals assayed (gold, silver, copper, zinc and iron) were estimated into the block model from the drill data using an inverse distance squared method.

Drilling Program

We retained Dr. Richard F. Hewlett as the project manager for our Clarkdale Slag Project. Under the guidance of Dr. Hewlett, we contracted Mountain States to execute a materials study. Mountain States performed the copper, zinc, and iron analysis using the fusion assay method, followed by atomic absorption (AA). Gold analysis was performed by Arrakis, Inc., under the chain-of-custody sampling of Mountain States, using 4-acid total digestion followed by graphite furnace atomic absorption (GFAA). A total of 18 holes comprising more than 1,700 feet were drilled as part of a materials study being conducted by Mountain States on behalf of Searchlight. Mountain States also obtained a 2-ton bulk sample comprised of samples taken over the 45-acre surface of the slag pile. Approximately 750 lbs. of this sample were subsequently processed at a pilot plant we rented in Phoenix, Arizona from New Verde River Mining Company. The drilling on the Clarkdale Slag Project was performed by Boart Longyear Company and was completed using sonic drills. Mountain States had complete control over the samples from the time they were recovered from the drill through the analytical process. Mountain States also oversaw the drilling.

The materials study, continuing in the second quarter of 2007, is intended to show total and “processable” tonnage as well as the grade study completed by independent engineers. In the third quarter of 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the proposed processing facility will commence in the first quarter of 2008, subject to the Company obtaining the necessary additional financing.

The following is an outline of the proposed milestones and expenditures on the Clarkdale Slag Project for the next twelve months:

Work	Target Date	Budget
1. Materials Study
•   Complete total and “processable” tonnage and grade study by independent engineers	Complete in 2007	$50,000
2. Pilot Testing/Site Work
•   Complete pilot testing, finalize metallurgy and flow sheet and optimize processing protocols	Complete in Third	$300,000
•   Rehabilitate site – upgrade services and buildings where necessary, project site maintenance, etc.	Quarter 2007

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Work	Target Date	Budget
3. First Module of Production
•   Construct, operate and optimize one “unit” (module) of production
•   Determine the economics of the project, taking into consideration the recoverable amounts of minerals, metal prices, processing costs, project development costs, environmental issues, etc.	Complete in Fourth Quarter	$7,000,000
	2007
•   This will serve as final feasibility of project
4. Processing Facility – Finance and
Construct
•   Finalize Project Financing, including property payments of approximately $7,000,000	Commence in First Quarter 2008
•   Develop Site – Upgrade services and buildings, ensure proper staffing, etc.	(Subject to positive results from Phase 2 and	$70,000,000
•   Construct Processing Facility – order and install equipment, ensure all components work effectively, etc.	3 above)
•   Start up Processing Facility
		$77,350,000
TOTAL		($22,350,000 in
		next 12 months)

The above timeline and costs are preliminary estimates only, actual costs may be significantly higher once the Company has completed the feasibility studies and received results from production of its initial test module. Until such time as Searchlight has established economic feasibility of the Clarkdale Slag Project through its pre-feasibility studies and the operation of its one unit module of production from the slag pile there is no assurance that the Company will proceed to the construction of the proposed processing facility referred to in the table above. If the results from our pre-feasibility studies and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the production of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

The above timeline and costs also do not take into account possible delays that may arise. If we experience any difficulties or delays during our plan of operation, it could take substantially longer and more costly for us to complete construction of plant facilities or complete any property studies. The above is also subject to the Company obtaining the necessary additional financing.

SEARCHLIGHT CLAIMS

Location, Access and History of Exploration

The Searchlight Project is a 3,200-acre placer gold project, with underlying hard rock potential, located about 50 miles south of Las Vegas and 2 miles south of Searchlight, Nevada. See Figure 2, below. Access is by vehicle from Highway 95. The mining claims were staked by the owners on Federal land (BLM) as 160-acre association placer mining claims.

The Searchlight Claims are located in parts of Sections 1, 12-13 and 24-25 of Township 29 South, Range 63 East and Sections 19 and 30 of Township 29 South, Range 64 East Clark County Nevada. The names of the claims and their federal serial numbers are as described below:

Nevada Mineral Claim	BLM Number
Rio Raga 300	600834
Rio Raga 301	600835
Rio Raga 302	600836

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Nevada Mineral Claim	BLM Number
Rio Raga 303	600837
Rio Raga 304	600838
Rio Raga 305	600839
Rio Raga 306	715676
Rio Raga 307	600841
Rio Raga 308	600842
Rio Raga 309	600843
Rio Raga 310	699996
Rio Raga 311	699997
Rio Raga 312	600846
Rio Raga 313	600847
PV Brown 193	854993
PV Brown 301	854994
P V Red #11	791232
P V Red #12	791233
P V Red #13	791234
P V Red #14	791235

The Searchlight District is a well known gold camp. Mining occurred in the area during the period 1900-1950 where some 250,000 ounces of gold were produced from quartz-sulphide-hematite veins to depths of greater than 1,000 feet with minor placer gold produced. Exploration work by the claim owners on the Searchlight Project, during the period 1989-2005, indicated a potential for gold mineralization within the claim block. We have an approved Plan of Operation with the Bureau of Land Management for drilling 18 test holes throughout the claim block and for mining a 36 acre pit on the RR304 claim.

The intent of our exploration work program is to continue the metallurgical testing to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. Budget for this work is estimated at approximately $1,000,000.

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Figure 2 – Searchlight Project Location

Acquisition of Searchlight Claims

On February 10, 2005, we entered into option agreements with the owners of the Searchlight Claims. Prior to entering into the option agreements with Searchlight, each claim owner optioned its interest in the Searchlight claim it owned to Searchlight Minerals, Inc. (“SMI”), a company controlled by K. Ian Matheson, a former director and executive officer of Searchlight. Under the terms of the option agreements, each claim owner and SMI acknowledged and agreed, among other things, to the following : (i) the assignment of SMI’s interest in the Searchlight claims to Searchlight; (ii) the right of reimbursement of Mr. Matheson and his related companies for amounts advanced to SMI, including an advance of $85,000; (iii) that following the issuance of an aggregate of 5,600,000 shares (post-split) of the common stock of Searchlight to the claim owners, all of the claim owner’s rights and interests in the Searchlight claims will be vested in Searchlight; (iv) the appointment of Mr. Matheson as director and officer of Searchlight to proceed with a restructuring of the business of Searchlight; and (v) during the term of the agreement, to allow Searchlight and its authorized agents to have exclusive rights to access the Searchlight claims for all purposes including prospecting, exploring, developing, trenching, stripping, excavating, sampling and conducting any and all exploration and development activities for the purpose to determining the mineral or metal content of the property and the right to remove from the property all such materials and minerals deemed necessary to properly test, explore or develop the property.

In consideration of the transfer of the above rights to Searchlight, Searchlight agreed, among other things to: complete a corporate restructuring of its business, include any shares of its common stock issued to the claim owners in any subsequent registration statement filed by Searchlight under the Securities Act; make all regulatory or government

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payments required to maintain the Searchlight claims in good standing during the term of the agreement, and issue to the claim owners an aggregate of 5,600,000 (post-split) restricted shares in the common stock of Searchlight. We will not acquire title to the Searchlight Claims until we complete the issuance of shares of our common stock to each claim owner in accordance with the terms of the option agreements. We are presently in good standing under our option agreements.

Searchlight Project and Reclamation Permit

The intent of our exploration work program is to continue the metallurgical testing to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. We expect to rent a drill rig and employ drillers to conduct the drilling. Independent geologists and engineers are expected to be engaged to certify the work. Budget for this work is estimated at approximately $1,000,000.

On April 22, 2005, we received a reclamation permit from the Nevada Bureau of Mining Regulation and Reclamation (“BMRR”) for our proposed work program on certain of the Searchlight Claims. Pursuant to the terms of the reclamation permit, we received the authorization to proceed with the reclamation of the mine located on the Rio Raga 304 claim and to pursue our planned exploration program on certain of our claims, in the following manner:

EXPLORATION PHASE	PROJECT	LOCATION	SIZE
Phase I - Exploration Program	Drilling of 18 Sites	Section 1, 12, 13, 24 and 25 T. 29 S., R.	1.8 Acres
		63 E. and portions of Sections 19 and
		30, T. 29S., R. 64 E., MDM, Clark
		County, Nevada
	Pit and Set Backs	Section 13, T. 29S., R. 63 E., MDM,	41.5 Acres
Phase II – Mine Reclamation	Plant Site	Clark County, Nevada	3.2 Acres
	Access Road		1 Acre

The permit is valid for the life of the project and becomes effective upon receipt of an acceptable surety by the BMRR. We posted a cash bond in the amount of $180,500 with the U.S. Bureau of Land Management, in accordance with the terms of our reclamation permit for the Searchlight project granted by the Nevada Bureau of Mining Regulation and Reclamation on April 22, 2005.

In accordance with the terms of our reclamation permit for the Searchlight Project, metallurgical studies have been performed on the Searchlight Project site. Chain of custody surface samples and bulk samples have been taken from the project area and analytical work on the samples has begun. In January 2007, we received some preliminary results for the Searchlight Project. The results and analysis are described below under the heading “Current Status of Exploration of Searchlight Claims.”

Geology

The Searchlight Project is located over a north-south basin filled with unconsolidated detritus and bounded by outcropping Miocene volcanic and intrusive rocks. Outcrops of basement precambrian gneiss indicate considerable uplift has occurred. Interpretation of satellite infrared images indicates a major east-west Fracture Zone, some six miles wide, cross-cuts the basin underlying the Project area. The gold at Searchlight was mined principally from quartz-sulphide-hematite veins that trended east-west. Detritus fill and hydrothermal overprints are postulated to be the source of the ultra fine gold (<20 microns) found underlying the project area.

Metallurgy

Previous work on the Searchlight Project has shown that the gold occurs as minute particles in both the detritus grains and in the hydrothermally derived precipitates, which overprints the valley fill. It has taken years of research to develop extraction methods capable of dealing with this unique mineralogy.

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During 2004-2005 some 34 surface samples were analyzed for gold by the Searchlight claim owners on material collected from surface sites. At each sample site some 10 kg (22lbs) of –1/4” screened material was collected and split into 200-1,000g samples for testing. Each sample was then prepared for assay. This included drying, grinding, blending, etc. Normally 15-30g samples were fire assayed with gravimetric finish for final results.

Preliminary statistical analysis of the data from this work indicates the high variance of fire assay extraction is directly correlated to the sample preparation method and/or the small sample size used. Historical data on the Project indicates that leach tests on larger samples are a more reliable analytical method than fire assaying of small samples. For these reasons and to verify the property owners’ results, an independent metallurgical testing firm was retained to take chain of custody samples, to test the samples for precious metals, to determine extractable grades by leaching large samples (500–1,000g), and to report on the results.

The firm selected to do this work was Arrakis, Inc. of Denver, Colorado. Leach tests by Arrakis have confirmed the presence of extractable gold at the locations sampled.

Work Program of Searchlight Claims

The work program for the Searchlight Project, expected to be completed by the third quarter of 2007, is focused on continuing the metallurgical testing program which includes independent metallurgical testing, bulk sampling, concentration tests, milling and leaching and extraction tests to optimize recovery of precious metals. A drilling and pre-feasibility program, which will include an 18-hole drill program, chain-of-custody sampling and assaying of drill hole material, pilot plant tests and a pre-feasibility report, is anticipated to begin in the fourth quarter of 2007.

The following is an outline of the proposed milestones and expenditures on the Searchlight Gold Project for the next twelve months:

Work	Target Date	Budget
1. Metallurgical Testing Program
•   Continue independent metallurgical testing program, bulk sampling, concentration, milling, leaching and extraction tests to optimize recovery of precious metals	Complete in Third Quarter 2007	$400,000
•   Update independent engineering report with results from metallurgical testing program
2. Drilling and Pre-Feasibility Program
•   Permitted to drill 18 holes
•   Chain-of-custody independent oversight of drilling program by qualified engineering firm, including sampling and assaying drill hole material	Begin in Fourth Quarter 2007	$600,000
•   Independent engineering report outlining drilling program results, reserve estimation, pilot plant tests and pre-feasibility study
		$1,000,000
		(approximately
TOTAL		$700,000 in next
		12 months)

Current Status of Exploration of Searchlight Claims

We filed a surety bond in the amount of $27,528 for Phase I and $153,031 for Phase II with the Bureau of Land Management, and have commenced the two phase exploration program approved in connection with the terms of our reclamation permit. During the year ended December 31, 2006, metallurgical studies were performed on the Searchlight Project site. In early 2007, we received the initial results of metallurgical testing conducted by our independent engineering consultants, Arrakis, on chain of custody surface samples collected from our Searchlight Project.

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Metallurgical testing by Arrakis using the process of total digestion has consistently revealed a feed grade of 0.37 ounces per ton (opt) gold or better in the Searchlight Project samples. Preliminary tests indicate that the “head” ore grade may be concentrated. Metallurgical extraction, using autoclave leaching, has been successful in extracting 80% of the gold into solution. Work is continuing to optimize these processes and finalize a potential commercial extraction protocol for the Searchlight Gold Project. Once this is completed, drilling for reserves is expected to determine the commercial feasibility of the project.

The table below provides an overview of the results from metallurgical tests completed, to date, by Arrakis:

Chain of Custody Results Summary

COC Tests(1)		Extracted Grade	Leach Method(1)
	Feed Grade	Gold (opt)* (1)(2)
	Gold (opt)* (1)(2)
Bench Leach Tests
SP4 – 500grams	0.58	0.24 – 0.42	48 hr Leach
SP4 – 50lbs head	0.54
Con 1	1.56	0.36	96 hr leach
Con 2	0.93	0.75	96 hr leach
Bulk Leach Tests
BL1 - 1,000 lbs	0.58	0.25	48 hr Leach
BL2 - 1,000 lbs	0.58	0.22	48 hr Leach
BL3 – 9,000 lbs head
1,674 lbs cons	0.90	0.21	72 hr Leach
Autoclave Tests
TP2-12 – 200 grams	0.34 – 0.39	0.03 – 0.26	1.5 hr Autoclave
TP8 – 200 grams	0.37	0.16	1.5 hr Autoclave
TP9 (TP8 tails)		0.14	1.5 hr Autoclave
Total		0.30	3.0 hr Autoclave

Notes

* opt (ounces per ton)

(1)

Gold analysis was performed by Arrakis, Inc. under chain-of-custody parameters. Analysis of all head ore samples was done by 3 acid digestion in a Milestone Ethos Plus microwave sample digester and analyzed by a Perkin Elmer 5100 graphite furnace atomic adsorption (GFAA) system with Zeeman background correction. Pregnant solutions from all bench and bulk tests were analyzed for Au using calibration blanks and standards corrected with matching sample matrix to the specific solution being read.

(2)

Feed Grade is the initial gold content in the sample. Extracted Grade is the amount of gold leached into solution.

Results of the chain of custody surface samples are provided below:

Surface Sample I.D.	Feed Grade
	Au
	(opt)*
SS5	0.39
SS6	0.48
SS7	0.55
SS8	0.69
* opt (ounces per ton)

While the feed grade of the preliminary samples indicated significant gold content, the grade recovered into solution from sample SS8 in a somewhat standard bottle roll leach test approximated 0.19 opt gold. Following this initial sampling, Arrakis tested a variety of bench scale leach methods in order to improve extraction of the gold. The bench testing and optimization of leach conditions improved the extraction efficiency to 72% and outlined a protocol for bulk leach testing. To further the work program, six tons of COC bulk samples were collected from the Searchlight property on September 14, 2005. Results from analyses of the bulk samples were as follows:

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Bulk Test I.D.	Feed Grade	Extracted Grade Au
	Au	(opt)*
	(opt)*
BL 1	0.58	0.25
BL 2	0.58	0.22
BL 3	0.90	0.21

* opt (ounces per ton)

Arrakis has begun work on examining pressure leaching via autoclave to enhance both the kinetics and extraction efficiency of gold from solution. A series of 11 autoclave tests were conducted using 200-gram samples in a Parr 1 liter pressure reactor. Solution analysis was completed by Arrakis, Inc. The results of such tests are summarized in the following table:

Autoclave Test I.D.*	Feed Grade	Extracted Grade
	Au	Au
	(opt)**	(opt)**
TP2	0.37	0.07
TP3	0.39	0.08
TP4	0.38	0.03
TP5	0.37	0.15
TP6	0.34	0.19
TP7	0.37	0.03
TP8	0.37	0.16
TP9	0.37	0.14
TP10	0.37	0.23
TP11	0.37	0.26
TP12	0.37	0.15

Notes:

*	All samples approximated 200 grams in 1 liter of solution. Leach time for all samples approximated 90 min and the sample for TP7 was dead roasted prior to leaching.
**	opt (ounces per ton)

The current work plan for the Searchlight Gold Project is to continue the metallurgical testing program to determine the most favourable production-scale extraction methods to optimize recovery of precious metals. Once these results are obtained, we intend to embark on an 18 hole drilling program and perform a pre-feasibility study.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan Of Operation

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, and construct our first “unit” (module) of production. For the Searchlight Gold Project, the plan of operation is to continue the metallurgical testing program to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study.

Clarkdale Slag Project

The properties comprising our Clarkdale Slag Project are discussed in detail under the heading “Description of Property” in this prospectus.

As of the date of this prospectus, Boart Longyear, have drilled 18 holes (SD1-18) in the slag pile under the supervision of Mountain States R&D International Inc. These holes were drilled as part of a materials study being conducted by Mountain States on our behalf. Sample preparation and analysis was performed under Mountain States’ chain of custody sampling.

Our current plan of operation on the Clarkdale Slag Project is to complete our materials study, continue our pilot testing and site work in Clarkdale, construct our first “unit” (module) of production. The materials study, continuing in the second quarter of 2007, is expected to show total and “processable” tonnage as well as the grade study completed by independent engineers. In the third quarter of 2007, we hope to complete our pilot testing and continue site work which will include finalizing the metallurgy and flow sheet, optimizing the processing protocols and begin rehabilitating the operations site. We then anticipate our first module of production, designed to determine the economics of the project and serve as final feasibility of the project, to be completed in the fourth quarter of 2007. If the feasibility of the project proves economic, financing and construction of the processing facility is expected to commence in the first quarter of 2008.

Until such time as we have established economic feasibility of the Clarkdale Slag Project through our pre-feasibility studies and the operation of our one unit module of production from the slag pile, there is no assurance that we will proceed to the construction of our proposed processing facility. If the results from our pre-feasibility studies and the production results from the operation of our one unit module are not sufficiently positive for us to proceed with the construction of our processing facility we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project.

Searchlight Gold Project

The properties comprising the Searchlight Claims and our exploration activities on the Searchlight Claims are discussed in detail under the heading “Description of Property” in this prospectus.

In early 2007, we received the initial results of the metallurgical and analytical analysis on the chain of custody surface samples and bulk samples (6 tons) samples taken from the project area by Arrakis Inc. Our current plan of operation on the Searchlight Gold Project is to continue the metallurgical testing program to determine the most favorable production-scale extraction methods to optimize recovery of precious metals, drill for reserves (18 holes) and to perform a pre-feasibility study. The metallurgical testing program which includes independent metallurgical testing, bulk sampling, concentration tests, milling and leaching and extraction tests to optimize recovery of precious metals is expected to be completed in the third quarter of 2007. A drilling and pre-feasibility program, which will include an 18-hole drill program, chain-of-custody sampling and assaying of drill hole material, pilot plant tests and a pre-feasibility report, is then anticipated to begin in the fourth quarter of 2007.

We have developed an exploration work program for the Searchlight Project. We filed a surety bond in the amount of $27,528 for Phase I and $153,031 for Phase II of our exploration program with the Bureau of Land Management (“BLM”), and have commenced the two phase exploration program approved in connection with the terms of our reclamation permit, see “Searchlight Project and Reclamation Permit”, below.

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Cash Requirements

Our estimated expenses for the next twelve months are as follows:

Administrative Expenses	$2,000,000
Legal and Accounting Expenses	$600,000
Consulting Services	$1,000,000
Clarkdale Slag Project
•   Materials Study	$50,000
•   Pilot Testing/Site Work	$300,000
•   First Module of Production	$7,000,000
•   Processing Facility (begin)	$15,000,000
	$22,350,000
Searchlight Gold Project
•   Metallurgical Testing Program	$400,000
•   Drilling and Feasibility Program (begin)	$300,000
	$700,000
TOTAL	$26,650,000

We recorded a net operating loss of $680,029 for the three months ended March 31, 2007 and have an accumulated deficit of $10,086,803 since inception. As at March 31, 2007 we had cash of $13,688,258 and for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $26,650,000. Accordingly we do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to obtain further financing to fund our operations. See “Future Financings”, below.

RESULTS OF OPERATIONS

Year Ended December 31, 2006 as compared to the Year ended December 31, 2005

Summary of Year End Results
	Year Ended December 31
	2006	2005	Percentage Increase /
			(Decrease)
Revenue	$-	$-	n/a
Expenses	(3,724,310)	(1,721,777)	116.3%
Net Loss	$(3,651,666)	$(1,721,777)	112.1%

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Revenue

We are presently in the exploration stage of our business, have not earned any revenues to date, and do not anticipate earning revenues until such time as we enter into commercial production of the Clarkdale Slag Project, the Searchlight Claims or other mineral properties we may acquire from time to time.

Expenses

The major components of our expenses for the years ended December 31, 2006 and 2005 are outlined in the table below:

	Year Ended December 31
			Percentage
			Increase /
	2006	2005	(Decrease)
Research and development	$-	$-	-
Mining exploration and Materials Evaluation	2,519,932	887,023	184.1%
General and administrative	1,198,069	833,804	176%
Depreciation	6,309	950	564.1%
Total Expenses	$3,724,310	$1,721,777	116.3%

Total operating expenses during fiscal 2006 increased by 116.3% as compared to fiscal 2005 primarily due to the fact that: (i) we had increased mineral exploration expenses in connection with our 2006 drilling and sampling program on the Clarkdale Slag Project and Searchlight Claims; and (ii) our general and administrative expenses increased primarily due to increased professional fees associated with the acquisition of Transylvania International, Inc. and the completion of our equity financings and the preparation of our registration statement on Form SB-2. For fiscal 2005, intangible assets were written off as fully impaired. The intangible assets were represented by patent costs related to the former business and not considered useable on an ongoing basis.

Liquidity and Financial Condition

Working Capital
			Percentage
	At December 31, 2006	At December 31, 2005	Increase / (Decrease)
Current Assets	$3,790,483	$705,856	437%
Current Liabilities	1,583,306	1,178,123	34.4%
Working Capital Surplus (Deficit)	$2,207,177	$(472,267)	567.3%

Cash Flows
	Year Ended	Year Ended
	December 31, 2006	December 31, 2005
Cash Flows used in Operating Activities	$(3,040,467)	$(1,477,027)
Cash Flows used in Investing Activities	(225,748)	(793,219)
Cash Flows from Financing Activities	6,256,376	2,975,807
Effects of Foreign Currency Exchange Rate	(11,769)	-
Net Increase (decrease) in Cash During Period	$2,978,392	$705,561

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Summary of Financing Activities

During fiscal 2006 we completed the following financings to fund our proposed exploration program and our continued operations:

- In June, 2006, we received $4.87 million from the exercise of all of the outstanding share purchase warrants issued in connection with the September 2005 private placements. Following receipt of payment for the exercise of the warrants, on June 16, 2006, we issued 8,506,000 shares of our common stock to the warrant holders of our September, 2005 private placements.

- In February, 2006 we issued a total of 1,225,000 shares of our common stock and warrants to purchase an additional 608,000 shares of our common stock exercisable at a price of $0.625 until June 1, 2006 to subscribers of our three private placements completed in September, 2005.

- On January 18, 2006 we closed a private placement of 39 units at a price of $45,000 per unit to raise gross proceeds of $1.755 million.

Working Capital. The increase in our working capital surplus from a deficit of $472,267 as at December 31, 2005 as compared to a working capital surplus of $2,207,177 as at December 31, 2006 was primarily due to the increase in cash flows from financing activities of $6,256,376 from private placements of our securities completed during the year ended December 31, 2006 and exercises of warrants during fiscal 2006. See “Recent Sales of Unregistered Securities”, above.

Equity Compensation. On April 7, 2006, we adopted our 2006 Stock Option Plan. Under the terms of the 2006 option plan, options to purchase up to 40,000,000 shares of common stock that may be granted to our employees, officers, directors, and eligible consultants of Searchlight. During the year ending December 31, 2006 we issued stock options under the Plan to acquire a total of 870,000 shares of our common stock to directors, officers and an employee with exercise prices ranging from $1.70 to $2.40 per share. Effective April 30, 2007, our board of directors adopted our 2007 Stock Option Plan and determined to cease granting any further options under our 2006 Stock Option Plan.

On February 16, 2007 in connection with the amendments to the executive employment agreements, our board of directors also approved the following stock option grants pursuant to our 2006 option plan: (i) Ian R. McNeil received 24,800 options; (ii) Carl S. Ager received 24,800 options; and (iii) Melvin Williams received 18,600 options. Each option is exercisable to acquire a share of our common stock at a price of $4.04 (the closing price on February 16, 2007), vesting on the grant date and expiring five years from grant date.

Three Months Ended March 31, 2007 as compared to the Three Months Ended March 31, 2006

Three Months Summary
	Three Months Ended March 31,
			Percentage
	2007	2006	Increase / (Decrease)
Revenue	$7,620	$-	100%
Expenses	(721,547)	(616,219)	17.1%
Interest and Dividend Income	33,898	-	100%
Net Loss	$(680,029)	$(616,219)	10.3%

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Revenue

During the quarter ended March 31, 2007 we received revenues of $7,620 of from leases and rentals of our commercial buildings and certain facilities acquired in connection with our acquisition of Transylvania International, Inc. (“TI”) during the quarter. The property leases consist of: (i) a rental agreement with Clarkdale Arizona Central Railroad for the use of certain facilities at a rate of $1,700 per month; and (ii) lease of a commercial building space to two tenants at a rate of $1,260 per month. The lease arrangements are on a month to month basis with no formal agreements. We are presently in the exploration stage of our business, have not earned any revenues from our planned operations to date, and do not anticipate earning revenues until such time as we enter into commercial production of the Clarkdale Slag Project, the Searchlight Claims or other mineral properties we may acquire from time to time.

Expenses

Our expenses for the three months ended March 31, 2007 and March 31, 2006 are outlined in the table below:

	Three Months Ended March 31,
			Percentage
	2007	2006	Increase / (Decrease)
Mineral exploration and evaluation	$385,308	$402,494	4.3%
General and administrative	333,450	212,932	56.6%
Depreciation	2,789	793	251.8%
Total Expenses	$721,547	$616,219	17.1%

Operating expenses for the three months ended March 31, 2007 increased by 17.1% as compared to the comparative period in 2006 primarily as a result of: (i) increased mineral exploration expenses in connection with our 2006 drilling and sampling program on the Clarkdale Slag Project and Searchlight Claims; and (ii) increased professional and administrative fees associated with the acquisition of Transylvania International, Inc., the completion of our equity financings and the preparation of our Registration Statement on Form SB-2.

Liquidity and Financial Condition

Working Capital

			Percentage
	At March 31, 2007	At December 31, 2006	Increase / (Decrease)
Current Assets	$13,794,507	$3,790,483	263.9%
Current Liabilities	(8,189,883)	(1,583,306)	417.3%
Working Capital	$5,604,624	$2,207,177	153.9%

Cash Flows
	Three Months Ended	Three Months Ended
	March 31, 2007	March 31, 2006
Cash Flows used in Operating Activities	$(790,673)	$(561,413)
Cash Flows used in Investing Activities	$(9,987,904)	$-
Cash Flows provided by Financing Activities	$20,782,587	$1,382,250
Net Increase in Cash During Period	$10,004,010	$820,837

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Summary of Financing Activities

During the first quarter of 2007, we completed the following financings to fund our proposed exploration program, our acquisition of Transylvania International, Inc. and our continued operations:

- On March 22, 2007, we closed a private placement offering and issued 2,226,161 units for gross proceeds of $6,678,483. The securities sold pursuant to the offering were issued to non-US investors in accordance with the terms of Regulation S of the Securities Act of 1933. An aggregate commission and corporate finance fee totalling $525,386 was paid by us to an agent in connection with the offering and the agent also received warrants to purchase 75,175 shares of our common stock.

- On February 23, 2007, we closed a private placement offering and issued 4,520,666 units for aggregate gross proceeds of $13,562,002 to accredited investors resident in the United States pursuant to Regulation D of the Securities Act (the “US Offering”). Commissions paid to agents in connection with the US Offering totalled $381,990 and the agents also received warrants to purchase 90,870 shares of our common stock.

- In February, 2007, we closed a private placement offering and issued 575,000 units for aggregate gross proceeds of $1,725,000 to non-US investors pursuant to Regulation S of the Securities Act (the “February Offering”). Commissions paid to agents in connection with the February offering totalled $111,100 and the agents also received warrants to purchase 12,300 shares of our common stock.

During the quarter ended March 31, 2007 we raised a total of $21,965,485 from our equity financings. See “Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds”, below.

Working Capital. The increase in our working capital surplus from $2,207,177 as at December 31, 2006 as compared to a working capital surplus of $5,604,624 as at March 31, 2007 was primarily due to the increase in cash flows from financing activities of $20,782,587 from private placements of our securities completed during the quarter. See “Recent Sales of Unregistered Securities”, below.

Income Tax Liability. Included in long term liabilities in the accompanying consolidated financial statements is a balance of $33,151,312 for deferred tax liability relating to the Clarkdale Slag Project. Deferred income tax liability was recorded on excess of fair market value acquired over income tax basis at a combined statutory federal and state rate of 38.5% with the corresponding increase in the purchase price allocation of the assets acquired. As of March 31, 2007 and December 31, 2006, we incurred net operating loss carryforwards of approximately $546,810 and $3,456,162, respectively for federal income taxes. The net operating loss carryforwards expire between 2027 and 2026.

Equity Compensation. On April 30, 2007, we adopted our 2007 Stock Option Plan. Under the terms of the 2007 Plan, as amended May 8, 2007, options to purchase up to 4,000,000 shares of common stock that may be granted to our employees, officers, directors, and eligible consultants. As at March 31, 2007 no options have been granted under the 2007 Plan. During the three months ended March 31, 2007 we issued under our 2006 Stock Option Plan options to acquire 75,700 shares of common stock to three of our executive officers and an employee with an exercise price of $4.04 per share. The options are fully vested and expire on February 16, 2012. Compensation expense for the three months ended March 31, 2007 related to granting of stock options was $129,294.

During the three months ended March 31, 2007 we granted stock purchase warrants related to common stock issued through a private placement totaling 3,660,913 with an exercise price of $4.50 per share and stock warrants totaling 178,345 were issued to underwriters of the private placement with an exercise price of $4.50 per share.

Future Financings

Our plan of operation calls for significant expenses in connection with our Clarkdale Slag Project and Searchlight Gold Project. We recorded a net operating loss of $713,927 for the three months ended March 31, 2007 and have an accumulated deficit of $10,086,803 since inception. As at March 31, 2007 we had cash of $13,688,258 and for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $26,650,000. Accordingly we do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to seek additional financing to meet our planned expenditures.

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Obtaining additional financing is subject to a number of factors, including the market prices for our mineral property and gold. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations.

Use of Estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from these estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.

Mineral Property Acquisition and Exploration Costs

Mineral Rights - The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.

Exploration Costs – Mineral exploration costs are expensed as incurred.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 39 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense). The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than as noted in this section:

(i)	Any of our directors or officers;
(ii)	Any person proposed as a nominee for election as a director;
(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
(iv)	Any of our promoters; and

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(v) Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

We entered into a Letter Agreement, as amended February 15, 2007, dated November 22, 2006 among Searchlight, Verde River, Harry B. Crockett and Gerald Lembas. Mr. Crockett, at the time of the acquisition of Transylvania International, was the managing member and had voting and investment power over 65% of the outstanding shares of Verde River. In connection with the acquisition of Transylvania International, Inc., Mr. Crockett indirectly received 8,917,250 shares of our common stock. Also, pursuant to the letter agreement we are required to make certain continuing payments and royalties to Verde River. The payments are discussed in detail under the heading “Description of Property-Acquisition of Clarkdale Slag Project.”

We entered into an employment agreement with Ian R. McNeil dated January 1, 2006, as amended February 16, 2007. Pursuant to the terms of the agreement, Mr. McNeil receives annual salary of $190,000 and received a one time bonus of $36,000 on execution of the agreement, in consideration of which Mr. McNeil agreed to act as our President and Chief Executive Officer. The employment agreement with Mr. McNeil is discussed in detail under the heading “Executive Compensation.”

We entered into an employment agreement with Carl S. Ager dated January 1, 2006, as amended February 16, 2007. Pursuant to the terms of the agreement, Mr. Ager receives an annual salary of $160,000 and received a one time bonus of $26,666 on execution of the agreement, in consideration of which Mr. Ager agreed to act as our Treasurer and Secretary. The employment agreement with Mr. Ager is discussed in detail under the heading “Executive Compensation.”

We entered into an employment agreement with Melvin L. Williams dated June 14, 2006, as amended February 16, 2007. Pursuant to the terms of the employment agreement, as amended, Mr. Williams is to be paid an annual salary of $130,000 based on 600-800 hours worked. The employment agreement with Mr. Williams is discussed in detail under the heading “Executive Compensation.”

Pursuant to the terms of our February 8, 2005 option agreements with the Searchlight mineral claim owners, we have issued as of the date of this prospectus, 2,800,000 shares of our common stock to the claim owners. In connection with the issuance of 2,800,000 shares to the Searchlight claim owners: Debra Matheson, the spouse of our former director and officer K. Ian Matheson received 70,000 shares, Pass Minerals Inc., a company controlled by Mr. Matheson received 105,000 shares, Kiminco Inc., a company controlled by Mr. Matheson received 70,000 shares, and Gold Crown Minerals Inc., a company controlled by Mr. Matheson received 280,000 shares. Geotech Mining Inc., a company beneficially owned by Charles Ager, and Geosearch Inc., a company beneficially owned by Carol Ager. Charles Ager and Carol Ager are the parents of Carl Ager.

In September, 2006, Mr. K. Ian Matheson, a member of our board of directors, terminated his monthly $3,500 management fee. Prior to September, 2006 in connection with our corporate restructuring in fiscal 2005, we agreed to pay a management fee of $3,500 per month to Pass Minerals Inc., a company controlled by Mr. Matheson, for management services provided by Mr. Matheson respecting the reorganization of Searchlight and the development of assaying and testing procedures for the Searchlight Claims. A total of $24,500 and $35,000 was paid to Pass Minerals Inc. for consulting services in 2006 and 2005, respectively. During the year ended December 31, 2005, Mr. Matheson cancelled 35,000,000 shares of Searchlight held by him for no consideration for the purpose of making Searchlight’s capitalization more attractive to future equity investors.

In February, 2005, we announced the reorganization of Searchlight from a biotechnology research and development company to a company focused on the development and acquisition of mineral properties. In 2005, in connection with the reorganization and restructuring of Searchlight, Mr. Harlingten and his affiliates agreed to transfer 47,700,000 shares of Searchlight to Mr. Matheson. In connection with the reorganization and restructuring of the Company by Mr. Matheson, Searchlight entered into mineral option agreements to acquire an interest in 20 mineral claims representing an area of 3,200 acres located in Clark County, south of Searchlight, Nevada. The acquisition of the Searchlight Claims was valued at a negotiated price between the Company and the claim owners of $2,000 per claim for a total of $40,000 plus actual costs incurred in maintaining the claims of $87,134.

On February 10, 2005, Searchlight approved the discharging of the convertible debt of Searchlight to Caisey Harlingten, Searchlight’s former Chief Executive Officer and director, in the amount of $300,000 in return for the grant of an irrevocable stock option to Mr. Harlingten to purchase 250,000 shares in Searchlight for $0.50 per share, such option

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expiring February 10, 2010. Prior to discharging the convertible debt, we issued on July 23, 2002, $300,000 of convertible debt to Mr Harlingten. The convertible debt bore interest at 8% per year and was payable on demand of the holder. The debt was convertible into common stock at $0.25 per share for a total of 1,200,000 shares. In connection with the debt, Mr Harlingten was granted warrants to purchase 1,200,000 shares of our common stock at an exercise price of $0.35 per share. The $300,000 debt owed by us to Mr. Harlingten related to prior advances made by Mr. Harlingten to us in the form of loans. The loan was interest free without any fixed repayment date, based on a verbal agreement between the parties. As of December 31, 2006, we had loans payable totaling $382,792 consisting of borrowings from former officers and directors of Searchlight. The balance bears no interest, is unsecured, and is due on demand.

Nanominerals Corp.

Nanominerals Corp. is a private Nevada corporation principally engaged in the business of mineral exploration. Nanominerals Corp. presently holds 17.5% of our issued and outstanding shares of common stock. Two of our directors Carl S. Ager and Ian R. McNeil, are officers and stockholders of Nanominerals Corp. Messrs. Ager and McNeil each hold 1,000,000 shares of the issued and outstanding common stock of Nanominerals Corp., representing an aggregate of 35% of the outstanding common stock of Nanominerals Corp. On January 17, 2006, Nanominerals acquired 16,000,000 shares of our common stock from K. Ian Matheson in consideration of a payment of $4,640.50 to Mr. Matheson on January 17, 2006, and on the same date Nanominerals sold 8,000,000 warrants to K. Ian Matheson in consideration of a payment of $4,640.50 to Mr. Matheson.

Pursuant to the terms of our assignment agreement dated for reference June 1, 2005, as amended August 31, 2005, and October 24, 2005 with Nanominerals, in consideration of the assignment of Nanominerals Corp.’s rights in the Clarkdale Slag Project to Searchlight, Searchlight agreed, among other things to pay Nanominerals Corp. $690,000 in respect of certain payments made by Nanominerals Corp. towards the acquisition of the Clarkdale Slag Project made pursuant to the terms of our joint ventures agreement with Verde River and issue to Nanominerals Corp. or its designates, 6,000,000 warrants to purchase shares of the common stock of Searchlight exercisable for a term of 10 years from the date of the assignment agreement at an exercise price of $0.75 per share.

Following Searchlight’s two for one stock split effected September 30, 2005, on October 24, 2005, Searchlight issued, in accordance with the terms and conditions of the assignment agreement: (i) to Nanominerals Corp., a warrant to purchase 10,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2) of the Securities Act of 1933, and (ii) to the designate of Nanominerals Corp., Clarion Finanz AG, a warrant to purchase 2,000,000 shares of Searchlight’s common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Regulation S of the Securities Act of 1933. The issuance of warrants to Nanominerals was made on the basis that the principals of Nanominerals through their relationship with Searchlight were in a position of access to relevant and material information regarding Searchlight’s operations. The warrants are restricted securities as defined in the Securities Act.

Nanominerals Corp. entered into the following transactions respecting the 10,000,000 warrants received by Nanominerals on October 24, 2005: (i) on January 17, 2006, Nanominerals sold 8,000,000 warrants to K. Ian Matheson in consideration of $5,000 from Mr. Matheson and on the same date Nanominerals acquired 16,000,000 shares of our common stock from K. Ian Matheson in consideration of a payment of $4,640.50 to Mr. Matheson; (ii) on January 31, 2006 Nanominerals Corp. sold 1,000,000 of its warrants to Richard J. Werdesheim and Lynne Werdesheim as trustees for the Werdesheim Family Trust for a payment of $625, and (iii) on January 31, 2006 Nanominerals Corp. sold the remaining 1,000,000 warrants to Craigen L.T. Maine, as trustee for the Maine Rev. Family Trust for a payment of $625. The transfers were completed pursuant to Section 4(2) of the Securities Act of 1933.

During 2005 and 2006, we utilized the services of Nanominerals to provide technical assistance and financing related activities. Nanominerals was reimbursed expenses during 2005. Commencing in 2006, Nanominerals invoiced $300,000 for technical assistance and financing related activities. These services related primarily to the Clarkdale Slag Project and Searchlight Gold Project. In addition to the above fees, Nanominerals provided dedicated use of its laboratory, instrumentation, milling equipment and research facilities. Nanominerals provided invoices for these fees plus expenses. For the year ended December 31, 2006, we incurred total fees and reimbursement of expenses to Nanominerals of $495,000 and $271,103, respectively at December 31, 2006, we had an outstanding balance due to Nanominerals of $311,863.

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Director Independence

Our common stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. The board of directors has determined that Robert McDougal is the sole independent director serving on our board of directors. During the fiscal year ended December 31, 2006, Mr. McDougal served on our audit committee and disclosure committee.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are currently trading on the Over-The-Counter Bulletin Board under the symbol “SRCH”. The high and the low bid prices for our shares for the last two fiscal years of actual trading, as quoted in the over-the-counter bulletin board, as applicable, were:

QUARTER	HIGH ($)	LOW ($)
2nd Quarter 2005	$1.15	$0.51
3rd Quarter 2005	$1.50	$0.35
4th Quarter 2005	$1.18(1)	$0.62(1)
1st Quarter 2006	$2.05	$0.39
2nd Quarter 2006	$3.12	$1.35
3rd Quarter 2006	$2.50	$1.45
4th Quarter 2006	$4.50	$1.50
1st Quarter 2007	$4.45	$3.00

Notes

(1) As adjusted to reflect a two for one stock split effected on September 30, 2005.

The trades reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Holders of Our Common Stock

As of June 11, 2007, we had 260 registered stockholders holding 91,377,827 shares of our issued and outstanding common stock.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes all compensation recorded by us in the most recent fiscal year ended December 31, 2006 for our principal executive officer, each of our other two most highly compensated executive officers serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at the end of our fiscal year. Such officers are referred to herein as our “Named Executive Officers.”

Name &	Year	Salary	Bonus	Stock	Option	Non-Equity	Non-	All Other	Total
Principal		($)	($)	Awards	Awards	Incentive	qualified	Compen-	($)
Position					(1)	Plan	Deferred	sation
						Compen-	Compen-	($)
						sation	sation
							Earnings
Ian R. McNeil, Director, President and CEO(2)	2006	108,000	-	-	71,642	-	-	-	179,642
Carl S. Ager, Director, Vice President, Treasurer, and Secretary(3)	2006	80,000	-	-	71,642	-	-	-	151,642
Melvin L. Williams, Chief Financial Officer(4)	2006	32,500	-	103,000	9,163	-	-	-	144,663

Notes:

(1)	The dollar value of stock awards and option awards are calculated in accordance with Statement of Financial Account Standard (“SFAS”) 123R, Share Based Payments.
(2)	Mr. McNeil was appointed as Searchlight’s President and CEO on October 7, 2005. Mr. McNeil entered into an employment agreement on January 1, 2006 for an annual salary of $108,000.
(3)	Mr. Ager was appointed as Searchlight’s Secretary, Treasurer and CFO on October 7, 2005. Mr. Ager entered into an employment agreement on January 1, 2006 pursuant to which he receives an annual salary of $80,000. On June 14, 2006, Mr. Ager resigned as CFO and was replaced with Melvin L. Williams.
(4)	Mr. Williams was appointed as Searchlight’s Chief Financial Officer on June 14, 2006. Mr. Williams entered into an employment agreement on June 14, 2006 pursuant to which he is paid an annual salary of $60,000.

Outstanding Equity Awards At Fiscal Year-End

The following table provides information concerning unexercised options for each of our Named Executive Officers outstanding as of December 31, 2006.

57

Name and	Number of	Number of	Equity	Option	Option	Number of
Principal Position	Securities	Securities	Incentive	Exercise	Expiration	Shares or Units
	Underlying	Underlying	Plan Awards:	Price	Date	of Stock that
	Unexercised	Unexercise	Number of			Have Not
	Options (#)	d Options	Securities			Vested (#)
	Exercisable	(#)	Underlying
		Unexercisa	Unexercised
		ble	Unearned
			Options
Ian R. McNeil Director, President and CEO	500,000 60,000 250,000	- - -	- - -	$0.44 $1.70 $2.40	Nov 11, 2010 Apr 7, 2011 Jun 6, 2011	- - -
Carl S. Ager Director, Vice President, Treasurer and Secretary	500,000 60,000 250,000	- - -	- - -	$0.44 $1.70 $2.40	Nov 11, 2010 Apr 7, 2011 Jun 6, 2011	- - -
Melvin L. Williams Chief Financial Officer	- -	50,000(1) 50,000(2)	- -	$2.06 $2.06	Jun 14, 2011 Jun 14, 2011	- -

Notes:

(1)	50,000 options will vest on June 14, 2007.
(2)	50,000 options will vest on June 14, 2008.

Director Compensation

The following table summarizes the compensation paid to Searchlight’s directors for the fiscal year ended December 31, 2006.

Name	Fees	Stock	Option	Non-Equity	Nonqualified	All Other	Total
	Earned or	Awards	Awards	Incentive Plan	Deferred	Compensation	($)
	Paid in	($)(1)	($)(1)	Compensation	Compensation	($)
	Cash			($)	Earnings
	($)				($)
Ian R. McNeil	-	-	71,642	-	-	108,000	179,642
Carl S. Ager	-	-	71,642	-	-	80,000	151,642
K. Ian Matheson(2)	-	-	12,242	-	-	28,000	40,242
Robert D. McDougal(3)	9,000	-	12,242	-	-	24,000	45,242

Notes:

(1)	The dollar value of stock awards and options awards are calculated in accordance with Statement of Financial Accounts (“SFAS”) 123R, Share Based Payments.
(2)	In September, 2006, Mr. K. Ian Matheson, a member of our board of directors, terminated his monthly $3,500 management fee. Prior to September, 2006 in connection with our corporate restructuring in fiscal 2005, we agreed to pay a management fee of $3,500 per month to Pass Minerals Inc., a company controlled by Mr. Matheson, for management services provided by Mr. Matheson respecting the reorganization of Searchlight and the development of assaying and testing procedures for the Searchlight Claims.
(3)	In addition to director fees, Mr. McDougal received $24,000 for additional services relating to the Clarkdale Slag Project acquisition.

58

COMPENSATION ARRANGEMENTS

We pay out of town independent directors a fee of $1,000 per directors meeting attended. We also periodically grant stock incentive options to our directors in consideration for them providing their services as directors. Our 2006 Stock Option Plan and 2003 Non-Qualified Stock Option Plan permit the grant of incentive stock options to our directors.

We conduct our business through agreements with consultants and arms-length third parties. Currently, we have a verbal agreement with our consulting geologists to provide us with consulting services on request.

EMPLOYMENT CONTRACTS

Other than as described below, we are not party to any employment contracts with our officers and directors.

Ian R. McNeil. We entered into an employment agreement with Ian R. McNeil effective January 1, 2006 as amended February 16, 2007. Pursuant to the terms of the agreement, Mr. McNeil receives an annual salary of $190,000 in consideration of which Mr. McNeil agreed to act as our President and Chief Executive Officer. Mr. McNeil also received a one time bonus of $36,000 on execution of the agreement on January 1, 2006. Mr. McNeil is also eligible for a discretionary bonus to be determined based on factors considered relevant by our board of directors, and may be granted, subject to the approval of our Board, incentive stock options to purchase shares of our common stock in such amounts and at such times as the Board, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by us other than for cause, we will provide Mr. McNeil with six months written notice or payment equal to six months of his monthly salary.

Carl S. Ager. We entered into an employment agreement with Carl S. Ager effective January 1, 2006 as amended February 16, 2007. Pursuant to the terms of the agreement, Mr. Ager receives an annual salary of $160,000 in consideration of which Mr. Ager agreed to act as our Treasurer and Secretary. Mr. Ager also received a one time bonus of $26,666 on execution of the agreement on January 1, 2006. Mr. Ager is also eligible for a discretionary bonus to be determined based on factors considered relevant by our board of directors, and may be granted, subject to the approval of our Board, incentive stock options to purchase shares of our common stock in such amounts and at such times as the Board, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by us other than for cause, we will provide Mr. Ager with six months written notice or payment equal to six months of his monthly salary.

Melvin L. Williams. We entered into an employment agreement with Melvin L. Williams, as amended, effective June 14, 2006. Pursuant to the terms of the employment agreement, as amended, Mr. Williams receives an annual salary of $130,000 based on 600-800 hours worked and a one time bonus consisting of 50,000 restricted shares of our common stock and 100,000 options to purchase additional shares of our common stock at a price of $2.06 per share, exercisable for a period of five years until June 14, 2011, with the options vesting 50% on the first anniversary of the execution of the Employment Agreement and the remainder on the second anniversary of the execution of the agreement, in consideration of which Mr. Williams agreed to act as our Chief Financial Officer. The price of the shares issued in connection with the employment agreement of Mr. Williams were valued at market value on June 14, 2006. In the event the employment agreement is terminated without cause an amount equal to three month’s salary is payable to Mr. Williams in a lump sum as full and final payment of all amounts payable under the agreement.

59

FINANCIAL STATEMENTS

Index to Financial Statements:

1.	Audited financial statements for the years ended December 31, 2006 and December 31, 2005, including:
	(a)	Report of Brown Armstrong, Paulden, McCown, Starbuck, Thornburgh & Keeter Accountancy Corporation Independent Registered Public Accounting Firm;
	(b)	Report of Kyle L. Tingle CPA, LLC Independent Registered Public Accounting Firm;
	(c)	Balance Sheets as at December 31, 2006 and 2005;
	(d)	Statements of Operations for the years ended December 31, 2006 and December 31, 2005 and accumulated for the period from inception to December 31, 2006;
	(e)	Statements of Cash Flows for the years ended December 31, 2006 and December 31, 2005 and accumulated from the period from inception to December 31, 2006;
	(f)	Statement of Changes in Stockholders' Equity for the period from inception to December 31, 2006; and
	(g)	Notes to the Financial Statements.
2.	Interim unaudited financial statements for the three month period ended March 31, 2007, including:
	(a)	Balance Sheet as at March 31, 2007;
	(b)	Statement of Operations for the three months ended March 31, 2007 and accumulated for the period from inception to March 31, 2007;
	(c)	Statement of Stockholders Equity for the period from inception to March 31, 2007;
	(d)	Statement of Cash Flows for the three months ended March 31, 2007; and
	(e)	Notes to the Financial Statements.

60

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Searchlight Minerals Corp.

We have audited the accompanying balance sheet of Searchlight Minerals Corp. as of December 31, 2006, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2006. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Searchlight Minerals Corp. as of December 31, 2005, were audited by other auditors whose report dated April 10, 2006, expressed an unqualified opinion on those statements. However, there was an additional paragraph raising substantial doubt about the Company’s ability to continue as a going concern if they were unable to raise additional financing.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Searchlight Minerals Corp. as of December 31, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has used common stock to raise money for operations and property acquisitions. The Company has not attained profitable operations and is dependent upon obtaining financing to pursue their plan of operation. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	BROWN ARMSTRONG PAULDEN
	McCOWN STARBUCK THORNBURGH & KEETER
	ACCOUNTANCY CORPORATION
Bakersfield, California
April 13, 2007

F-1

F-2

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

BALANCE SHEETS

		December 31, 2006			December 31, 2005
ASSETS
Current assets
Cash	$	3,684,248		$	705,856
Prepaid expenses		106,235			-
Total current assets		3,790,483			705,856
Property and equipment, net		30,187			15,136
Mineral properties		127,134			127,134
Joint venture option agreement		690,000			690,000
Merger option		200,000			-
Deposits		183,040			180,500
Total non-current assets		1,230,361			1,012,770
Total assets	$	5,020,844		$	1,718,626
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	888,651		$	783,246
Accounts payable - related party		311,863			-
Loan payable - related party		382,792			379,877
Loan payable		-			15,000
Total current liabilities		1,583,306			1,178,123
Total liabilities		1,583,306			1,178,123
Stockholders' equity
Common stock, $0.001 par value; 400,000,000 shares
authorized, 67,231,000 and 52,150,000 shares,
respectively, issued and outstanding		67,231			52,150
Additional paid-in capital		12,898,687			6,083,298
Common stock subscribed		-			270,000
Accumulated other comprehensive loss		(121,606	)		(109,837	)
Accumulated deficit during development stage		(9,406,774	)		(5,755,108	)
Total stockholders' equity		3,437,538			540,503
Total liabilities and stockholders' equity	$	5,020,844		$	1,718,626

See Accompanying Notes to Financial Statements
F-3

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENTS OF OPERATIONS

								For the period from
								January 14, 2000
								(Date of Inception)
		For the Year Ended			For the Year Ended			Through
		December 31, 2006			December 31, 2005			December 31, 2006
Revenue	$	-		$	-		$	-
Operating expenses
Research and development		-			-			1,900,095
Mineral exploration and evaluation expenses		2,519,932			887,023			3,406,955
General and administrative		1,198,069			833,804			3,664,997
Depreciation		6,309			950			242,433
Impairment loss on intangible assets		-			-			173,234
Impairment loss on property and equipment		-			-			86,683
Total operating expenses		3,724,310			1,721,777			9,474,397
Loss from operations		(3,724,310	)		(1,721,777	)		(9,474,397	)
Other income (expense):
Other income		-			-			282,142
Loss on equipment disposition		(4,388	)		-			(4,388	)
Interest and dividend income		77,032						77,032
Interest expense, net		-			-			(300,000	)
Total other income (expense)		72,644			-			54,786
Loss from operations before provision for income taxes		(3,651,666	)		(1,721,777	)		(9,419,611	)
Income tax benefit		-			-			12,837
Net loss		(3,651,666	)		(1,721,777	)		(9,406,774	)
Other Comprehensive Loss
Foreign currency translation adjustment		(11,769	)		120,708			(121,606	)
Comprehensive Loss		(3,663,435	)		(1,601,069	)		(9,528,380	)
Loss per common share - basic and diluted
Net loss	$	(0.06	)	$	(0.03	)
Weighted average common shares outstanding -
Basic and diluted		62,057,693			50,777,096

See Accompanying Notes to Financial Statements
F-4

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

										Accumulated								Accumulated
										Other			Common					Deficit During			Total
	Common Stock						Additional			Comprehensive			Stock		Deferred			Exploration			Stockholders'
	Shares			Amount			Paid-in Capital			Income (Loss)			Subscribed		Compensation			Stage			Equity
Balance, January 14, 2000	-		$	-		$	-		$	-		$	-	$	-		$	-		$	-
Issuance of common stock
(recapitalized)	50,000,000			50,000			(25,000	)		-			-		-			(24,999	)		1
Effect of foreign currency translation	-			-			-			3,059			-		-			-			3,059
Net loss	-			-			-			-					-			(235,028	)		(235,028	)
Balance, December 31, 2000	50,000,000			50,000			(25,000	)		3,059			-		-			(260,027	)		(231,968	)
Issuance of common stock in
reverse merger	10,300,000			10,300			(5,150	)		-			-		-			(5,150	)		-
Effect of foreign currency translation	-			-			-			(2,619	)		-		-			-			(2,619	)
Net loss	-			-			-			-			-		-			(765,179	)		(765,179	)
Balance, December 31, 2001	60,300,000			60,300			(30,150	)		440			-		-			(1,030,356	)		(999,766	)
Capital contribution	-			-			1,037,126			-			-		-			-			1,037,126
Beneficial conversion feature
associated with debt	-			-			300,000			-			-		-			-			300,000
Effect of foreign currency translation	-			-			-			(70,248	)		-		-			-			(70,248	)
Net loss	-			-			-			-			-		-			(1,179,396	)		(1,179,396	)
Balance, December 31, 2002	60,300,000			60,300			1,306,976			(69,808	)		-		-			(2,209,752	)		(912,284	)
Debt exchanged for common stock	48,000,000			48,000			1,152,000			-			-		-			-			1,200,000
Deferred compensation	-			-			12,583			-			-		(12,583	)		-			-
Amortization of deferred
compensation	-			-			-			-			-		10,387			-			10,387
Effect of foreign currency translation	-			-			-			(50,755	)		-		-			-			(50,755	)
Net loss	-			-			-			-			-		-			(1,233,117	)		(1,233,117	)
Balance, December 31, 2003	108,300,000			108,300			2,471,559			(120,563	)		-		(2,196	)		(3,442,869	)		(985,769	)
Amortization of deferred
compensation	-			-			-			-			-		2,196			-			2,196
Effect of foreign currency translation	-			-			-			(109,982	)		-		-			-
Net loss																		(590,462	)
Net comprehensive loss	-			-			-			-			-		-						(700,444	)
Balance, December 31, 2004	108,300,000			108,300			2,471,559			(230,545	)		-		-			(4,033,331	)		(1,684,017	)
Issuance of stock options for
1,000,000 shares of common stock
to two officers	-			-			133,062			-			-		-			-			133,062
Issuance of stock options for
500,000 shares of common stock
in satisfaction of debt	-			-			300,000			-			-		-			-			300,000
Return and cancellation of
70,000,000 shares of common
stock	(70,000,000	)		(70,000	)		70,000			-			-		-			-			-
Issuance of common stock
for 20 mining claims	1,400,000			1,400			38,600			-			-		-			-			40,000
Issuance of common stock
in satisfaction of debt, $0.625 per share	200,000			200			124,800			-			-		-			-			125,000
Issuance of common stock for cash,
Reg. S - Private Placement,
$0.25 per share, net of
$205,250 commissions	6,390,000			6,390			1,369,070			-			-		-			-			1,375,460

See Accompanying Notes to Financial Statements
F-5

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

								Accumulated								Accumulated
								Other			Common					Deficit During			Total
	Common Stock				Additional			Comprehensive			Stock			Deferred		Exploration			Stockholders'
	Shares		Amount		Paid-in Capital			Income (Loss)			Subscribed			Compensation		Stage			Equity
Issuance of common stock for cash,
Reg. S - Private Placement,
$0.25 per share, net of
$135,000 commission	5,400,000		5,400		1,194,947			-			-			-		-			1,200,347
Issuance of common stock for cash,
Reg. D 506 - Private Placement,
$0.25 per share	460,000		460		114,540			-			-			-		-			115,000
Issuance of stock options for
1,500,000 shares of common stock
to three officers	-		-		266,720			-			-			-		-			266,720
Common stock subscribed	-		-		-			-			270,000			-		-			270,000
Effect of foreign currency translation	-		-		-			120,708			-			-		-
Net loss																(1,721,777	)
Net comprehensive loss	-		-		-			-			-			-		-			(1,601,069	)
Balance, December 31, 2005	52,150,000	$	52,150	$	6,083,298		$	(109,837	)	$	270,000		$	-	$	(5,755,108	)	$	540,503
Issuance of common stock for cash,
Reg. D - Private Placement,
$0.45 per share, net of
$87,750 commission	3,900,000		3,900		1,663,350			-			(270,000	)		-		-			1,397,250
Issuance of common stock
related to exercise of warrants	1,225,000		1,225		(1,225	)		-			-			-		-			-
Issuance of stock options for
120,000 shares of common stock
to two officers	-		-		20,864			-			-			-		-			20,864
Issuance of stock options for
500,000 shares of common stock
to two directors	-		-		122,420			-			-			-		-			122,420
Issuance of stock options for
100,000 shares of common stock
to two directors	-		-		24,484			-			-			-		-			24,484
Issuance of common stock for cash
Reg. S - Private Placement,
$0.625 per share
from exercise of warrants	6,125,000		6,125		3,822,000			-			-			-		-			3,828,125
Issuance of common stock for cash
Reg. S - Private Placement,
$0.375 per share
from exercise of warrants	1,768,500		1,768		661,420			-			-			-		-			663,188
Issuance of common stock for cash
Reg. S - Private Placement,
$0.625 per share
from exercise of warrants	612,500		613		382,200			-			-			-		-			382,813
Issuance of stock options for
100,000 shares of common stock
to officer for recruitment
amortized over vesting period.	-		-		1,309			-			-			-		-			1,309
Issuance of common stock to
officer for recruitment	50,000		50		102,950			-			-			-		-			103,000
Issuance of stock options for
50,000 shares of common stock
to employee for recruitment
amortized over vesting period.	-		-		1,309			-			-			-		-			1,309
Effect of foreign currency translation	-		-		-			(11,769	)		-			-		-			-
Issuance of common stock
for mining claims recorded	1,400,000		1,400		(1,400	)		-			-			-		-			-
at initial transaction
Amortization of stock options issued

See Accompanying Notes to Financial Statements
F-6

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

							Accumulated							Accumulated
							Other			Common				Deficit During			Total
	Common Stock				Additional		Comprehensive			Stock		Deferred		Exploration			Stockholders'
	Shares		Amount		Paid-in Capital		Income (Loss)			Subscribed		Compensation		Stage			Equity
to employee and officer over
vesting period	-		-		15,708		-			-		-		-			15,708
Net loss December 31, 2006	-		-		-		-			-		-		(3,651,666	)		-
Net comprehensive loss	-		-		-		-			-		-		-			(3,663,435	)
Balance, December 31, 2006	67,231,000	$	67,231	$	12,898,687	$	(121,606	)	$	-	$	-	$	(9,406,774	)	$	3,437,538

See Accompanying Notes to Financial Statements
F-7

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

STATEMENTS OF CASH FLOWS

								Period from
								January 14, 2000
								(Date of inception)
		For the Year Ended			For the Year Ended			through
		December 31, 2006			December 31, 2005			December 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,651,666	)	$	(1,721,777	)	$	(9,406,774	)
Adjustments to reconcile loss from operating
to net cash used in operating activities:
Amortization of debt discount		-			-			300,000
Depreciation		6,309			950			242,433
Stock based expenses		289,094			399,782			707,822
Impairment loss		-			-			259,917
Gain on settlement		-			-			(228,636	)
Loss on disposition of fixed assets		4,388			1,349			5,737
Changes in operating assets and liabilities:
Amounts receivable		-			-			11,005
Other current assets		(106,235	)		-			(106,235	)
Other assets		(2,540	)		(180,500	)		(183,040	)
Accounts payable and accrued liabilities		420,183			23,169			1,038,150
Net cash used in operating activities		(3,040,467	)		(1,477,027	)		(7,359,621	)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid on mineral property claims		-			(777,134	)		(777,134	)
Cash paid for merger option		(200,000	)		-			(200,000	)
Cash paid for intangible assets		-			-			(180,068	)
Purchase of fixed assets		(25,748	)		(16,085	)		(314,383	)
Net cash used in investing activities		(225,748	)		(793,219	)		(1,471,585	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		6,271,376			2,690,807			8,962,184
Proceeds from borrowings from related party		-			-			2,880,201
Proceeds/payments on loan payable		(15,000	)		15,000			504,035
Proceeds from subscribed stock		-			270,000			270,000
Net cash provided by financing activities		6,256,376			2,975,807			12,616,420
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON CASH		(11,769	)		-			(100,966	)
NET CHANGE IN CASH		2,978,392			705,561			3,684,248
CASH AT BEGINNING OF YEAR		705,856			295			-
CASH AT END OF PERIOD	$	3,684,248		$	705,856		$	3,684,248
SUPPLEMENTAL INFORMATION
Interest Paid	$	-		$	-		$	50,751
Income Taxes Paid	$	-		$	-		$	-
Non-cash financing activities:
Stock options for common stock issued in satisfaction of debt	$	-		$	300,000		$	1,200,000
Stock issued for conversion of
accounts payable, 100,000 shares at $0.72	$	-		$	72,000		$	-
Stock issued for compensation
50,000 shares at $2.06	$	103,000		$	-		$	103,000

See Accompanying Notes to Financial Statements
F-8

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business – Searchlight Minerals Corp. referred to as the “Company” is considered an exploration stage company since its formation and the Company has not yet realized any revenues from its planned operations. The Company is primarily focused on the exploration, acquisition development of mining and mineral properties. Upon the location of commercially minable reserves, the Company plans to prepare for mineral extraction and enter the development stage.

History - The Company were incorporated on January 12, 1999 pursuant to the laws of the State of Nevada under the name L.C.M. Equity, Inc. From 1999 to 2005, the Company operated primarily as a biotechnology research and development company with its headquarters in Canada and an office in the UK. On November 2, 2001, the Company entered into an acquisition agreement with Regma Bio Technologies, Ltd. pursuant to which Regma Bio Technologies, Ltd. entered into a reverse merger with us with the surviving entity named “Regma Bio Technologies Limited”. On February 2, 2004, the Company changed its name from “Regma Bio Technologies Limited” to “Phage Genomics, Inc.” In February, 2005, the Company announced its reorganization from a biotechnology research and development company to a company focused on the development and acquisition of mineral properties. In connection with its reorganization the Company entered into mineral option agreements to acquire an interest in the Searchlight Claims. Also in connection with its corporate restructuring, its board of directors approved a change in its name from “Phage Genomics, Inc.” to "Searchlight Minerals Corp.” effective June 23, 2005.

On February 10, 2005, the Company announced that it was reorganizing itself and changing its focus from biotech to becoming a mineral exploration company, dedicated to the discovery and exploitation of gold and other precious metal deposits. The Company has consequently been considered an exploration stage enterprise.

Going concern - The Company incurred cumulative net losses of approximately $9,406,774 from operations as of December 31, 2006 and has not commenced its mining and mineral processing operations, rather, still in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern.

The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of presentation - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year-end is December 31.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-9

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Cash and cash equivalents - Cash and cash equivalents include cash deposits residing in checking, interest bearing checking accounts, money market funds and sweep accounts. Cash equivalents consist of highly liquid short term investments. We consider all highly liquid marketable securities with maturities of less than 91 days at date of purchase to be cash equivalents.

Mineral rights - The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.

Exploration costs – Mineral exploration costs are expensed as incurred.

Fixed assets - Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Impairment of long-lived assets - We review and evaluate our long-lived assets for impairment at least annually and also when events or changes in circumstances indicate the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are based on estimated quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineering life-of-mine plans.

In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. With the exception of other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, all assets at a particular operation are considered together for purposes of estimating future cash flows. In the case of mineral interests associated with other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, cash flows and fair values are individually evaluated based primarily on recent exploration results.

F-10

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Various factors could impact our ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations.

Fair value of financial instruments - Financial accounting standards Statement No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.

Revenue recognition - Revenues are recognized during the period in which the revenues are received. Costs and expenses are recognized during the period in which they are incurred.

Research and development - All research and development expenditures during the period have been charged to operations.

Earnings (loss) per share - The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Common stock equivalents, which include stock options and warrants to purchase common stock, in 2006 and 2005 that were not included in the computation of diluted EPS because the effect would be antidilutive were 27,196,773 and 5,177,057, respectively.

F-11

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Comprehensive income (loss) – The company’s accumulated other comprehensive loss consists of the accumulated foreign currency translation adjustments.

Segment information - The Company discloses segment information in accordance with Statements of Financial Accounting Standards (SFAS) No. 131, “Disclosures about Segments of an Enterprise and Related Information,” which uses the Management approach to determine reportable segments. The Company operates under one segment.

Reclassification - Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation with no effect on previously reported net loss.

Expenses of offering - The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering.

Stock-based compensation - On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after December 31, 2004.

F-12

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

New accounting pronouncements – In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, nor eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157, “Fair Value Measurements,” and SFAS 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 159 is effective for our fiscal year beginning after November 15, 2007. We are currently assessing the impact that the adoption of SFAS 159 will have on our financial statements.

In September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”). SFAS 158 requires companies to recognize the over funded or under funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 requires companies to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company adopted SFAS 158 effective for the fiscal year ending December 31, 2006. Adoption of this statement had no impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with earlier application encouraged. Any amounts recognized upon adoption as a cumulative effect adjustment will be recorded to the opening balance of retained earnings in the year of adoption. We have not yet determined the impact of this Statement on its financial position and results of operations.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 considers the effects of prior year misstatements when quantifying misstatements in the current year financial statements. It is effective for fiscal years ending after November 15, 2006. The Company does not believe the adoption of SAB 108 will have a material impact on its financial statements.

In August 2006, the SEC published amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, security ownership of officers and directors. The rules affect disclosure in proxy statements, annual reports and registration statements. These amendments are effective for filings for fiscal years ending on or after December 15, 2006. The effect of these amendments have been incorporated into our financial reporting.

F-13

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting and disclosure for uncertainty in tax positions. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently in the process of evaluating the financial impact of this statement.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets: (“SFAS 156”), which requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value. SFAS 156 permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. Adoption is required as of the beginning of the first fiscal year that begins after September, 15, 2006. The adoption of SFAS 156 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140” (“SFAS 155”). SFAS 155 clarifies certain issues relating to embedded derivatives and beneficial interests in securitized financial assets. The provisions of SFAS 155 are effective for all financial instruments acquired or issued after fiscal years beginning after September 15, 2006. Adoption of this statement is expected to have no impact on the Company’s financial position or results of operations.

2. FIXED ASSETS

Fixed assets consist of the following as of December 31, 2006 and 2005:

		2006		2005
Furniture and fixtures	$	15,600	$	7,038
Lab equipment		2,804		--
Computers and equipment		17,788		9,048
		36,192		16,086
Less accumulated depreciation		6,005		950
	$	30,187	$	15,136

F-14

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

3. MINING CLAIMS

As of December 31, 2006, mining claims totaling $127,134 consist of twenty mining claims located in Searchlight, Nevada. The mining claims were acquired during 2005 with issuance of 1,400,000 shares of the Company’s common stock and the provision that the Company, at its option, issue an additional 1,400,000 shares each year in July for three remaining years. If at any time before each subsequent issuance of shares, the Company does not choose to continue the transaction, it is under no obligation to issue further shares and would no longer hold the mining claims.

The mining claims are capitalized as tangible assets in accordance with Emerging Issues Task Force abstract 04-02. Upon completion of a bankable feasibility study, the claims will be amortized using the unit-of-production method over the life of the claim. If the Company does not continue with exploration after the completion of the feasibility study, the claims will be expensed at that time.

The total transaction was valued at an agreed upon price of $2,000 per claim for a total of $40,000 plus actual costs incurred by the former owner in maintaining the claims of $87,134.

4. JOINT VENTURE OPTION AGREEMENT – SEE SUBSEQUENT EVENTS NOTE NO. 15

On February 15, 2007, the Company completed a merger with Transylvania International, Inc. (TI) which provided the Company with 100 % ownership of the Clarkdale Slag Project in Clarkdale Arizona, through its wholly owned subsidiary Clarkdale Minerals LLC (CML). This acquisition superseded the joint venture discussed below:

On October 24, 2005, the Company completed the acquisition of an option to acquire a 50% ownership interest as a joint venture partner pursuant to Nanominerals Corp. (“NMC”) interest in a joint venture agreement (“JV Agreement”) dated May 20, 2005 between NMC and Verde River Iron Company, LLC (“Verde”). NMC is a related party entity whereby the Company’s President and Treasurer have an ownership interest. The JV Agreement will allow the processing and extraction of minerals from a copper smelter slag pile located on a parcel of land consisting of approximately 200 acres in Clarkdale, Arizona (“Clarkdale Slag Project”). The acquisition consideration of NMC’s interest in the JV Agreement fulfilled are as follows:

(i)	Payment to NMC of $690,000 for NMC’s investment towards the acquisition of the Clarkdale Slag Project made pursuant to the terms of the JV Agreement;
(ii)	Assignment to NMC of a five percent net smelter return royalty payable from the Company’s share of production from the Clarkdale Slag Project;
(iii)	Appointment of nominees of NMC to the Company’s board of directors to constitute a majority of the board;
(iv)	Issuance to NMC or its designates, warrants to purchase 12,000,000 shares (post stock split) of the Company’s common stock at exercise price of $0.375 per share (post stock split) exercisable for a term of 10 years; and
(v)	Provide confirmation to NMC, that the Company has received funds of $2,000,000 pursuant to its private placement offering of its securities to accredited investors in the U.S. and to accredited investors outside the U.S.

F-15

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

4. JOINT VENTURE OPTION AGREEMENT (continued)

Additionally, the Company entered into an amendment (the “Amended Assignment Agreement”) to the Assignment Agreement, for the purpose of clarifying the Company’s obligation to pay NMC a royalty equal to 5% of the Net Smelter Returns (as defined in the Amended Assignment Agreement) resulting from the processing and extraction of minerals from the Clarkdale Slag Project. As at October 24, 2005, the Company fulfilled its obligations under the terms and conditions of the Assignment Agreement.

Under the terms of the JV Agreement, the Company intended to form a jointly owned limited liability operating company (“OPCO”) to pursue a four phase work program for the purpose of processing up to 2/3 or 20,000,000 tons minimum of slag from a copper smelter slag pile located at the Clarkdale Slag Project site, to extract byproducts from the slag for commercial resale. Pursuant to the terms of the JV Agreement, we were subject to the following, payments and conditions:

(i)	The Company is required to fund all expenditures for Phase I of the work program and we must pay $3,000,000 into OPCO’s account within 14 days of the completion of Phase I. At the time the Company makes the $3,000,000 payment to OPCO, Verde agrees to transfer all right to process the Clarkdale Slag Project slag pile to OPCO and grant the Company a license to use the project site for the project.
(ii)	After completion of a bankable feasibility study in Phase II, the Company is required to contribute $27,000,000 (“Project Funding Payment”) to OPCO within 90 days of receipt of the study.
(iii)	Verde was not required to contribute any funds for project expenses.
(iv)	In the event of termination by either party, provided that Phase II has been completed, Verde agreed to assign 10% of its net operating profits from the project to the Company until it receives an amount equal to two times the amount of its total investment in the project.
(vi)	A principal of Verde, was be paid an amount of $10,000,000 from the Project Funding Payment, the Initial Payment (as further defined in the JV Agreement) and net cash flow of the project before any money is distributed to the Company and Verde.

5. LOANS PAYABLE

As of December 31, 2006, the Company had fully paid the balance of the loan payable. As of December 31, 2005, a loan payable totaling $15,000 consisted of borrowings from a non-related party. The balance was, unsecured, due on demand and bore no interest rate.

F-16

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

6. LOAN PAYABLE – FORMER OFFICERS AND DIRECTORS

As of December 31, 2006, loans payable to related parties totaling $382,792 consists of borrowings from former officers and directors of the Company. These individuals have not had any involvement in management of the Company since February 2005. The change in the balance from 2005 reflects an adjustment for changes in currency rates. The balances bear no interest, unsecured, and is due on demand.

As of December 31, 2005, loans payable to related parties totaling $379,877 consists of borrowings from the former officer and director of the Company. The balance of the loan is non-interest bearing, unsecured and without any fixed repayment terms.

7. STOCKHOLDER’S EQUITY

During 2006, the Company’s stockholders’ activities consisted of the following:

a)	On July 27, 2006, the Company issued 1,400,000 shares to the owners of the Searchlight Claims. This issuance is the second of four required share payments to complete the acquisition of the searchlight claims totaling 5,600,000 shares
b)	On June 21, 2006, the Company issued 8,506,000 shares of common stock from the exercise of warrants resulting in cash proceeds of $4,874,126. Warrants exercised were for 7,327,000 shares at $0.625 per share and 1,179,000 shares at $0.25 per share.. Each of the warrants was set to expire between June 2 and June 7, 2006 and all were exercised
c)	On June 14, 2006, the Company issued 50,000 shares at $2.06 per share as consideration for an employment contract entered into on June 14, 2006 with a new Chief Financial Officer. In addition, the Company advanced $33,084 for withholding taxes required to be paid on total compensation of $103,000. The advance was repaid in full in December 31, 2006.
d)	On February 14, 2006, the Company issued 1,225,000 shares of common stock and warrants to purchase an additional 612,500 shares of common stock with an exercise price of $0.625 expiring between June 2 and June 7, 2006. These are related to the penalty shares and warrants for the late registration of shares with the Securities and Exchange Commission pursuant to the Private Placements completed in September 2005. Pursuant to the Private Placements, subscribers received penalty units consisting of one share and one half of one share purchase warrant. The penalty units were exercisable into 1/10th of the total number of units issued in the private placement if a registrations statement on Form SB-2 was not declared effective within four months and one day of the closing date of the private placements. The Registration Statement was not effective prior to the filing deadline resulting in the issuance of the penalty units.
e)	On January 18, 2006, the Company issued 39 units for $45,000 per unit where each unit consisted of 100,000 shares and 100,000 purchase warrants. Each purchase warrant is exercisable into one share at a price of $0.65 expiring on January 18, 2008. Total gross proceeds for this offering was $1,755,000.

F-17

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

7. STOCKHOLDER’S EQUITY (continued)

During 2005, the Company’s stockholders’ activities consisted of the following:

a)	On September 30, 2005, the Company effectuated a two-for-one forward stock split on its common stock. As a result of the stock split, the Company’s authorized number common stock increased from 200,000,000 shares to 400,000,000 shares. Accordingly, the accompanying financial statements have been adjusted on a retroactive basis for the forward stock split to the Company’s date of inception.
b)	On September 7, 2005 the Company issued 5,400,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met within four months after the closing.. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 7, 2006. Total gross proceeds of this offering was $1,350,000. In connection with this brokered offering, 540,000 Brokers Warrants, exercisable at $0.25 and expiring on June 7, 2006, were issued. Each Broker Warrant was exercisable into one common share and one half of one purchase warrant. Each purchase warrant was exercisable into one common share at $0.625 and expired on June 7, 2006.
c)	On September 6, 2005 the Company issued 460,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met within four months after the closing.. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 6, 2006. Total gross proceeds of this offering was $115,000.
d)	On September 2, 2005 the Company issued 6,390,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met Within four months after the closing.. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 2, 2006. Total gross proceeds of this offering was $1,597,500. In connection with this brokered offering, 639,000 Brokers Warrants, exercisable at $0.25 and expiring on June 2, 2006, were issued. Each Broker Warrant was exercisable into one common share and one half of one purchase warrant. Each purchase warrant was exercisable into one common share at $0.625 and expired on June 2, 2006. On September 6, 2005, the Company issued 460,000 (post stock split) shares of common stock for cash at $0.25 per share.
e)	On July 7, 2005, the Company issued 1,400,000 shares (post stock split) of common stock for the purchase of 20 mineral claims valued at $40,000 plus actual costs incurred by the former owner in maintaining the claims of $87,134.
f)	On July 6, 2005, the Company issued 200,000 shares (post stock split) of common stock at $0.625 per share for reduction of debt at $125,000 as negotiated with the debtor.
g)	On February 14, 2005, the Company cancelled all of the stock options that were outstanding as at December 31, 2004.
h)	On February 11, 2005, 35,000,000 shares (post stock split) of the Company were returned to the Company and cancelled at its par value of $0.001 per share

F-18

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

8. OPTION PLAN

On April 7, 2006, the Board of Directors of Searchlight adopted the 2006 Stock Option Plan (the "Plan"). Under the terms of the Plan, options to purchase up to 40,000,000 shares of common stock that may be granted to our employees, officers, directors, and eligible consultants of Searchlight. The Plan provides that the option price be the fair market value of the stock at the date of grant as determined by the Board of Directors. Options granted become exercisable and expire as determined by the Board of Directors. The maximum aggregate number of shares of our common stock that may be optioned and sold under the Plan will be increased effective the first day of each of our fiscal quarters, beginning with the fiscal quarter commencing July 1, 2006, by an amount equal to the lesser of: (i) 15% of the total increase in the number of shares of common Stock outstanding during the previous fiscal quarter; or (ii) a lesser number of shares of common stock as may be determined by the board of Searchlight.

During the year ended December 31, 2006, the Company issued granted stock options as follows:

a)	On June 14, 2006, the Company granted nonqualified stock options for the purchase of 50,000 shares of common stock at $2.06 per share. The options were granted as a recruitment incentive to an employee and vest 50% on December 14, 2006 and the remaining 50% on June 14, 2007.
b)	On June 14, 2006, the Company granted nonqualified stock options for the purchase of 100,000 shares of common stock at $2.06 per share. The options were granted as a recruitment incentive to the Chief Financial Officer and vest 50% on June 14, 2007 and the remaining 50% on June 14, 2008.
c)	On June 6, 2006, the Company granted nonqualified stock options for the purchase of 100,000 shares of common stock at $2.40 per share. The options were granted to equally to two directors, are fully vested and expire on June 6, 2011.
d)	On June 6, 2006, the Company granted nonqualified stock options for the purchase of 500,000 shares of common stock at $2.40 per share. The options were granted to equally to two officer/directors, are fully vested and expire on June 6, 2011.
e)	On April 7, 2006 the Company granted stock options for the purchase of 120,000 shares of common stock at $1.70 per share. The options were granted equally to two officers, are fully vested and expire on April 7, 2011.

Compensation expense for years ended December 31, 2006 and 2005 related to granting of stock options was $186,094 and $399,782, respectively.

Stock options – During the years ended December 31, 2006 and 2005, the Company granted stock options to employees and directors totaling 870,000 and 3,000,000, respectively, with a weighted average strike price of $2.25 and $ 0.35 per share, respectively. Certain stock options were exercisable upon grant and have a life of 5 years. As of December 31, 2006 stock options outstanding totaled 3,870,000 with a weighted average strike price of $0.77 per share.

F-19

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

8. OPTION PLAN (continued)

The following table summarizes the Company’s stock option activity for the years ended December 31, 2006 and 2005:

	Number of			Weighted
	Shares			Average
				Exercise Price
Balance December 31, 2004	3,833,000		$	1.01
Options cancelled	(3,833,000	)		1.01
Options granted and assumed	3,000,000			0.35
Options expired	--			--
Options exercised	--			--
Balance, December 31, 2005	3,000,000		$	0.35
Options granted and assumed	870,000			2.25
Options expired	--			--
Options cancelled	--			--
Options exercised	--			--
Balance, December 31, 2006	3,870,000		$	0.77

The Company estimates the fair value of these options granted by using the Binomial Lattice (Cox, Ross, Rubenstein) option pricing-model with the following assumptions used for grants:

In 2006 using specific grant dates; no dividend yield; expected volatility of 85%; risk free interest rates of 4.89% to 5.08%; and expected lives of 5 years for all employee and non- employee stock options. Accordingly, the Company valued the services under SFAS No. 123R relating to non-statutory stock options upon grant in 2006 for $186,094 as of December 31, 2006

In 2005 using specific grant dates; no dividend yield; expected volatility of 85%; risk free interest rates of 3.65% to 4.39%; and expected lives of 5 years for all non-employee stock options. Accordingly, the Company valued the services under SFAS No. 123R relating to non-statutory stock options upon grant in 2005 for $399,782 as of December 31, 2005.

The following table summarizes information about options granted during the year ended December 31, 2006:

	Exercise Price
	Equals, Exceeds
	Or	Weighted
Number of Options	Is Less than Mkt.	Average	Range of	Weighted
Granted	Price of Stock	Exercise	Exercise	Average Fair
During 2006	On Grant Date	Price	Price	Value
--	Equals	$ --	$ -- to $ --	$ --
--	Exceeds	$ --	$ -- to $ --	--
870,000	Less Than	$ 2.24	$1.70 to $2.06	$ 0.10
870,000	Less Than	$ 2.24	$1.70 to $2.06	$ 0.10

F-20

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

8. OPTION PLAN (continued)

The following table summarizes information about options granted during the year ended December 31, 2005:

	Exercise Price
	Equals, Exceeds
	Or	Weighted
Number of Options	Is Less than Mkt.	Average	Range of	Weighted
Granted	Price of Stock	Exercise	Exercise	Average Fair
During 2005	On Grant Date	Price	Price	Value
--	Equals	$ --	$ -- to $ --	$ --
--	Exceeds	$ --	$ -- to $ --	--
3,000,000	Less Than	$ 0.35	$0.25 to $0.44	$ 0.16
3,000,000	Less Than	$ 0.35	$0.25 to $0.44	$ 0.16

Stock options/warrants - During the year ended December 31, 2006 the Company granted stock warrants related to common stock issued through a private placement totaling 3,900,000 with a strike price of $0.65 per share and stock warrants totaling 390,000 were issued to underwriters of the private placement with a strike price of $0.65 per share.

The Company also granted warrants related to common stock totaling 612,500 which were granted in accordance with registration provisions of the September 2005 financing with a strike price of $0.625 per share.

The value of the warrants was allocated against additional paid in capital as part of the overall offering cost of the private placement.

During the year ending December 31, 2006 the Company issued stock options for 870,000 shares of common stock to directors, officers and an employee with strike price ranging from $1.70 to $2.06 per share.

Stock options/warrants - During the year ended December 31, 2005, the Company granted stock warrants related to common stock issued through a private placement totaling 6,125,000 with a strike price of $0.625 per share. Additionally, stock warrants exercisable into common stock totaling 1,768,500 shares were issued to underwriters of the private placement with an average strike price of $0.375 per share and stock warrants related to the September 2005 financing exercisable into 1,225,000 shares with no consideration, based on registration requirements not being met. The value of the warrants was allocated against additional paid in capital as part of the overall offering cost of the private placement.

During the year ending December 31, 2005, the Company acquired the interest in a joint venture agreement, as discussed in Note 4, which included stock warrants for 12,000,000 shares of common stock, with a strike price of $0.375 per share.

During the year ending December 31, 2005, the Company issued stock options for 500,000 shares of common stock for satisfaction of debt totaling $300,000 with a strike price of $0.25 per share.

F-21

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

8. OPTION PLAN (continued)

The following table summarizes information about options/warrants granted during the years ended December 31, 2006 and 2005:

	Number of			Weighted
	Shares			Average
				Exercise Price
Balance December 31, 2004	--			--
Options/warrants cancelled	--			--
Options/warrants granted and assumed	24,118,500		$	0.42
Options/warrants expired	--			--
Options/warrants exercised
Balance, December 31, 2005	24,118,500		$	0.42
Options/warrants granted and assumed	5,772,500			0.55
Options/warrants expired	--			--
Options/warrants cancelled	--			--
Options/warrants exercised	(9,731,000	)		(0.50	)
Balance, December 31, 2006	20,160,000		$	0.51

9. INCOME TAXES

The Company is a Nevada corporation operating in Nevada and is subject to federal income tax. Nevada does not impose a corporate income tax.

The provision for income taxes consisted of the following at December 31,

		2006			2005
Income tax benefit at 34%	$	(1,241,566	)	$	(585,404	)
Non-deductible and other		3,199			4,626
Change in valuation allowance		1,238,367			580,778
Provision for income taxes	$	--		$	--

Significant components of the Company’s net deferred income tax assets and liabilities at December 31 were as follows:

		2006			2005
Net Operating loss carry forward	$	1,619,947		$	444,852
Option compensation		199,198			135,926
Deferred income tax asset		1,819,145			580,778
Valuation allowance		(1,819,145	)		(580,778	)
	$	--		$	--

F-22

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

9. INCOME TAXES (continued)

A full valuation allowance was established for net deferred tax assets due to the uncertainty of realizing these deferred tax assets based on conditions existing at December 31, 2006 and 2005.

As of December 31, 2006 and 2005, the Company had net operating loss carryforwards of approximately $3,456,162 and $1,308,387, respectively for federal income taxes. The net operating loss carryforwards expiring between 2025 and 2026.

10. COMMITMENTS AND CONTINGENCIES

Lease obligations – The Company rents office space in Henderson Nevada. The lease terms expired in November, 2006 and the company continues to rent the existing space under month-to-month terms for $4,000 per month.

Rental expense, resulting from this operating lease agreement, approximated $43,613 for the years ended December 31, 2006.

Employment contracts – Ian R. McNeil. The Company entered into an employment agreement with Ian R. McNeil effective January 1, 2006. Pursuant to the terms of the agreement, Mr. McNeil is to be paid an annual salary of $108,000 and a bonus of $36,000 on execution of the agreement, in consideration of which Mr. McNeil agreed to act as the Company’s President and Chief Executive Officer. Mr. McNeil is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. McNeil with six months written notice or payment equal to six months of his monthly remuneration.

Subsequent to December 31, 2006, on February 16, 2007, the Company increased the salary of Mr. McNeil under this agreement to $190,000 with no material changes to the overall terms of the agreement.

Carl S. Ager. The Company entered into an employment agreement with Carl S. Ager effective January 1, 2006. Pursuant to the terms of the agreement, Mr. Ager is to be paid an annual salary of $80,000 and a bonus of $26,666 on execution of the agreement, in consideration of which Mr. Ager agreed to act as the Company’s Treasurer and Secretary. Mr. Ager is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. Ager with six months written notice or payment equal to six months of his monthly remuneration.

Subsequent to December 31, 2006, on February 16, 2007, the Company increased the salary of Mr. Ager under this agreement to $160,000 with no material changes to the overall terms of the agreement.

F-23

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

10.  COMMITMENTS AND CONTINGENCIES (continued)

Melvin L. Williams. The Company entered into an employment agreement with Melvin L. Williams effective June 14, 2006. Pursuant to the terms of the agreement, Mr. Williams is to be paid an annual salary of $60,000 based on 300-400 hours worked and bonus consisting of 50,000 restricted shares of the Company’s common stock and 100,000 options to purchase additional shares of common stock at a price of $2.06 per share exercisable for a period of five years until June 14, 2011, with the options vesting 50% on the first anniversary of the execution of the agreement, in consideration of which Mr. Williams agreed to act as the Company’s Chief Financial Officer. Mr. Williams is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. Williams with thirty days written notice or payment equal to three months of his monthly remuneration.

Subsequent to December 31, 2006, on February 16, 2007, the Company increased the salary of Mr. Williams under this agreement to $130,000, based on an increase in hours worked to 600-800 hours worked and no other material changes to the overall terms of the agreement.

Verde River Iron Company. In consideration of the acquisition of the Clarkdale Slag Project, the Company has agreed to certain additional payments. The terms of and conditions of these payments are discussed in more detail in Note 15.

11. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash investments. The Company places its temporary cash investments with one financial institution. Cash accounts at the financial institution are insured by the Federal Deposit Insurance Corporation for up to $100,000 per financial institution.

12. CONCENTRATION OF ACTIVITY

For the year ended December 31, 2006, the Company purchased services from one major vendor (NMC) that exceeded more than 10% of total purchases and amounted to approximately $495,000. The vendor is considered a related party and is more fully discussed the related party note that follows.

F-24

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

13. RELATED PARTY TRANSACTIONS

During 2005 and 2006, the Company utilized the services of NMC to provide technical assistance and financing related activities. NMC was reimbursed expenses during 2005. Commencing in 2006, NMC invoiced $300,000 for technical assistance and financing related activities. These services related primarily to the Clarkdale Slag Project and Searchlight Claims project.

In addition to the above fees, NMC provided dedicated use of its laboratory, instrumentation, milling equipment and research facilities. NMC provided invoices for these fees plus expenses.

For the year ended December 31, 2006, the Company incurred total fees and reimbursement of expenses to NMC of $495,000 and $271,103, respectively at December 31, 2006, the Company had an outstanding balance due to NMC of $311,863.

In February 2005, the Company entered into mineral options agreements to acquired an interest in 20 mineral claims (“Searchlight Claims”) representing an area of 3,200 acres located in Clark County, south of Searchlight, Nevada, and agreed to pay a management fee of $3,500 per month to Pass Minerals, an entity controlled by a shareholder of the Company, for management services provided regarding the reorganization of the Company and the development of assaying and testing procedures for the Searchlight Claims. The management fee agreement was terminated by mutual agreement of the board and board member in September 2006.

14. SUBSEQUENT EVENTS – FINANCING (UNAUDITED)

a) On March 22, 2007 the Company closed a private placement offering for gross proceeds of $6,678,483 (the "March Offering"). The securities sold pursuant to the March Offering were issued to non-US investors in accordance with the terms of Regulation S of the Securities Act of 1933. In connection with the March Offering, the Company entered into an Agency Agreement with D&D Securities Company (“D&D") dated March 21, 2007 (the "Agency Agreement"). The securities were sold to subscribers on a best efforts agency basis. Pursuant to the terms of the Agency Agreement, the Company sold an aggregate of 2,226,161 units for gross proceeds of $6,678,483, with each unit consisting of one share of its 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 Searchlight if its common stock trades above $6.50 per share for 20 consecutive trading days. Also under the terms of the March Offering the Company agreed to use its best efforts to file with the Securities and Exchange Commission a registration statement on Form SB-2, or on such other form as is available, registering the offered securities within four months and one day after the closing of the March Offering. An aggregate commission and corporate finance fee totalling $525,386 was paid by the company to the Agent in connection with the March Offering and the Agent also received warrants to purchase 75,175 shares of its common stock.

F-25

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

14. SUBSEQUENT EVENTS – FINANCING (UNAUDITED (continued)

b)	On February 23, 2007, the Company closed a private placement offering and issued 4,520,666 units for aggregate gross proceeds of $13,562,002 to accredited investors resident in the United States pursuant to Regulation D of the Securities Act (the “US Offering”). Each unit consisted of one share of its 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 $4.50 per share. The warrants are callable by us if its common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the US Offering, the Company agreed to use its best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the US Offering. The Company agreed not to exercise its call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. The Company further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. A portion of the US Offering was sold on a best efforts agency basis. Commissions paid to agents in connection with the US Offering totalled $381,990 and the agents also received warrants to purchase 90,870 shares of its common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
c)	Also on February 23, 2007, the Company closed a private placement offering and issued 575,000 units for aggregate gross proceeds of $1,725,000 to non-US investors pursuant to Regulation S of the Securities Act (the “February Offering”). Each unit consisted of one share of its 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 $4.50 per share. The warrants are callable by us if its common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the February Offering, the Company agreed to use its best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the February Offering. The Company agreed not to exercise its call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. The Company further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. Commissions paid to agents in connection with the February Offering totalled $111,100 and the agents also received warrants to purchase 12,300 shares of its common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
d)	On February 15, 2007, the Company approved the issuance of 16,825,000 shares of its common stock to five investors in connection with the Agreement and Plan of Merger dated February 15, 2007. The issuance was completed pursuant to Section 4(2) and Regulation D of the Securities Act on the basis that each investor was a sophisticated investor and was in a position of access to relevant material information regarding its operations. Each investor delivered appropriate investment representations satisfactory to us with respect to this transaction and consented to the imposition of restrictive legends upon the certificates evidencing such share certificates.

F-26

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

15. SUBSEQUENT EVENT–MERGER WITH TRANSYLVANIA INTERNATIONAL, INC. (UNAUDITED)

On February 15, 2007, the Company completed a merger with Transylvania International, Inc. (TI) which provided the Company with 100 % ownership of the Clarkdale Slag Project in Clarkdale Arizona, through its wholly owned subsidiary Clarkdale Minerals LLC (CML)

This merger was treated as a statutory merger for tax purposes whereby, CML was the surviving merger entity.

The Company also formed a second wholly owned subsidiary Clarkdale Metals Corp., for the purpose of developing a processing plant at the Clarkdale Slag Project.

Closing of the TI acquisition occurred on February 15, 2007 (the “Closing Date”) and was subject to, among other things, the following terms and conditions:

a)	The Company paid $200,000 in cash to VRIC on the execution of the Letter Agreement;
b)	The Company paid $9,900,000 in cash to VRIC on the Closing Date;
c)	The Company issued 16,825,000 shares of its common stock on the Closing Date to the designates of VRIC pursuant to Section 4(2) and Regulation D of the Securities Act of 1933;
d)	The Company agreed to pay VRIC $30,000 per month (the “Monthly Payments”) until the earlier of: (i) the date that is 90 days after receipt of a bankable feasibility study by Searchlight (the “Project Funding Date”), or (ii) the tenth anniversary of the date of the execution of the Letter Agreement;
e)	The Company agreed to pay VRIC $6,400,000 on the Project Funding Date;
f)	The Company granted VRIC a royalty (the “Royalty”) consisting of 2.5% of the Net Smelter Returns (as defined in the Letter Agreement), on any and all proceeds of production from the Clarkdale Slag Project; and pay to VRIC $500,000 annually (subject to Force Majeure) commencing on the Project Funding Date (the “Advance Royalty”), with no deduction or offset against the Royalty, except that the combined Royalty and Advance Royalty shall not exceed $500,000 in any calendar year; and, the Advance Royalty shall end forever on the first to occur between: (1) the end of the first calendar year in which the Royalty equals or exceeds $500,000; or (2) the date that is ten (10) years after the date the Agreement is executed by the parties; and
g)	The Company agreed to pay VRIC $3,500,000 as a priority distribution of cash flow in accordance with the provisions of the Joint Venture Agreement dated May 20, 2005 between Nanominerals Corp. and VRIC (the ”JV Agreement”).

F-27

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		March 31, 2007			December 31, 2006
ASSETS
Current assets
Cash	$	13,688,258		$	3,684,248
Prepaid expenses		106,249			106,235
Total current assets		13,794,507			3,790,483
Property and equipment, net		342,894			30,187
Mineral properties		127,134			127,134
Slag project		111,469,191			-
Land - smelter site and slag pile		5,916,150			-
Land		3,300,000			-
Deposits		183,040			183,040
Joint venture option agreement		-			690,000
Merger option		-			200,000
Total non-current assets		121,338,409			1,230,361
Total assets	$	135,132,916		$	5,020,844
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	919,452		$	888,651
Accounts payable - related party		152,638			311,863
Loan payable - related party		382,792			382,792
VRIC monthly payable, current portion		335,001			-
Due to VRIC		6,400,000			-
Total current liabilities		8,189,883			1,583,306
Long-term liabilities
VRIC monthly payable, net of current portion		3,252,403			-
Deferred tax liability Clarkdale slag project		33,151,312			-
Total long-term liabilities		36,403,715			-
Total liabilities		44,593,598			1,583,306
Stockholders' equity
Common stock, $0.001 par value; 400,000,000 shares
authorized, 91,377,827 and 67,231,000 shares,
respectively, issued and outstanding		91,378			67,231
Additional paid-in capital		100,656,349			12,898,687
Accumulated other comprehensive loss		(121,606	)		(121,606	)
Accumulated deficit during development stage		(10,086,803	)		(9,406,774	)
Total stockholders' equity		90,539,318			3,437,538
Total liabilities and stockholders' equity	$	135,132,916		$	5,020,844

See Accompanying Notes to these Consolidated Financial Statements

F-1

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

								For the period from
								January 14, 2000
								(Date of Inception)
		For the three months ended						Through
		March 31, 2007			March 31, 2006			March 31, 2007
Revenue - rents	$	7,620		$	-		$	7,620
Operating expenses
Research and development		-			-			1,900,095
Mineral exploration and evaluation expenses		385,308			402,494			3,792,263
General and administrative		333,450			212,932			3,998,447
Depreciation		2,789			793			245,222
Impairment loss on intangible assets		-			-			173,234
Impairment loss on property and equipment		-			-			86,683
Total operating expenses		721,547			616,219			10,195,944
Loss from operations		(713,927	)		(616,219	)		(10,188,324	)
Other income (expense):
Other income		-			-			282,142
Loss on equipment disposition		-			-			(4,388	)
Interest and dividend income		33,898			-			110,930
Interest expense, net		-			-			(300,000	)
Total other income (expense)		33,898			-			88,684
Loss from operations before provision for income taxes		(680,029	)		(616,219	)		(10,099,640	)
Income tax benefit		-			-			12,837
Net loss		(680,029	)		(616,219	)		(10,086,803	)
Other Comprehensive Loss
Foreign currency translation adjustment		-			(11,769	)		(121,606	)
Comprehensive Loss		(680,029	)		(627,988	)		(10,208,409	)
Loss per common share - basic and diluted
Net loss	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding -
Basic and diluted		77,717,438			55,882,500

See Accompanying Notes to these Consolidated Financial Statements

F-2

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

									Accumulated								Accumulated
									Other			Common					Deficit During			Total
	Common Stock					Additional			Comprehensive			Stock		Deferred			Exploration			Stockholders'
	Shares		Amount			Paid-in Capital			Income (Loss)			Subscribed		Compensation			Stage			Equity
Balance, January 14, 2000	- $		-		$	-		$	-		$	-	$	-		$	-		$	-
Issuance of common stock
(recapitalized)	50,000,000		50,000			(25,000	)		-			-		-			(24,999	)		1
Effect of foreign currency translation	-		-			-			3,059			-		-			-			3,059
Net loss	-		-			-			-					-			(235,028	)		(235,028	)
Balance, December 31, 2000	50,000,000		50,000			(25,000	)		3,059			-		-			(260,027	)		(231,968	)
Issuance of common stock in
reverse merger	10,300,000		10,300			(5,150	)		-			-		-			(5,150	)		-
Effect of foreign currency translation	-		-			-			(2,619	)		-		-			-			(2,619	)
Net loss	-		-			-			-			-		-			(765,179	)		(765,179	)
Balance, December 31, 2001	60,300,000		60,300			(30,150	)		440			-		-			(1,030,356	)		(999,766	)
Capital contribution	-		-			1,037,126			-			-		-			-			1,037,126
Beneficial conversion feature
associated with debt	-		-			300,000			-			-		-			-			300,000
Effect of foreign currency translation	-		-			-			(70,248	)		-		-			-			(70,248	)
Net loss	-		-			-			-			-		-			(1,179,396	)		(1,179,396	)
Balance, December 31, 2002	60,300,000		60,300			1,306,976			(69,808	)		-		-			(2,209,752	)		(912,284	)
Debt exchanged for common stock	48,000,000		48,000			1,152,000			-			-		-			-			1,200,000
Deferred compensation	-		-			12,583			-			-		(12,583	)		-			-
Amortization of deferred
compensation	-		-			-			-			-		10,387			-			10,387
Effect of foreign currency translation	-		-			-			(50,755	)		-		-			-			(50,755	)
Net loss	-		-			-			-			-		-			(1,233,117	)		(1,233,117	)
Balance, December 31, 2003	108,300,000		108,300			2,471,559			(120,563	)		-		(2,196	)		(3,442,869	)		(985,769	)
Amortization of deferred
compensation	-		-			-			-			-		2,196			-			2,196
Effect of foreign currency translation	-		-			-			(109,982	)		-		-			-
Net loss																	(590,462	)
Net comprehensive loss	-		-			-			-			-		-						(700,444	)
Balance, December 31, 2004	108,300,000		108,300			2,471,559			(230,545	)		-		-			(4,033,331	)		(1,684,017	)
Issuance of stock options for
1,000,000 shares of common stock
to two officers	-		-			133,062			-			-		-			-			133,062
Issuance of stock options for
500,000 shares of common stock
in satisfaction of debt	-		-			300,000			-			-		-			-			300,000
Return and cancellation of
70,000,000 shares of common
stock	(70,000,000	)	(70,000	)		70,000			-			-		-			-			-
Issuance of common stock
for 20 mining claims	1,400,000		1,400			38,600			-			-		-			-			40,000
Issuance of common stock
in satisfaction of debt, $0.625 per share	200,000		200			124,800			-			-		-			-			125,000
Issuance of common stock for cash,
Reg. S - Private Placement,
$0.25 per share, net of
$205,250 commissions	6,390,000		6,390			1,369,070			-			-		-			-			1,375,460

See Accompanying Notes to these Consolidated Financial Statements

F-3

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

								Accumulated								Accumulated
								Other			Common					Deficit During			Total
	Common Stock				Additional			Comprehensive			Stock			Deferred		Exploration			Stockholders'
	Shares		Amount		Paid-in Capital			Income (Loss)			Subscribed			Compensation		Stage			Equity
Issuance of common stock for cash,
Reg. S - Private Placement,
$0.25 per share, net of
$135,000 commission	5,400,000		5,400		1,194,947			-			-			-		-			1,200,347
Issuance of common stock for cash,
Reg. D 506 - Private Placement,
$0.25 per share	460,000		460		114,540			-			-			-		-			115,000
Issuance of stock options for
1,500,000 shares of common stock
to three officers	-		-		266,720			-			-			-		-			266,720
Common stock subscribed	-		-		-			-			270,000			-		-			270,000
Effect of foreign currency translation	-		-		-			120,708			-			-		-
Net loss	-		-		-			-			-			-		(1,721,777	)		-
Net comprehensive loss	-		-		-			-			-			-		-			(1,601,069	)
Balance, December 31, 2005	52,150,000	$	52,150	$	6,083,298		$	(109,837	)	$	270,000		$	-	$	(5,755,108	)	$	540,503
Issuance of common stock for cash,
Reg. D - Private Placement,
$0.45 per share, net of
$87,750 commission	3,900,000		3,900		1,663,350			-			(270,000	)		-		-			1,397,250
Issuance of common stock
related to exercise of warrants	1,225,000		1,225		(1,225	)		-			-			-		-			-
Issuance of stock options for
120,000 shares of common stock
to two officers	-		-		20,864			-			-			-		-			20,864
Issuance of stock options for
500,000 shares of common stock
to two directors	-		-		122,420			-			-			-		-			122,420
Issuance of stock options for
100,000 shares of common stock
to two directors	-		-		24,484			-			-			-		-			24,484
Issuance of common stock for cash
Reg. S - Private Placement,
$0.625 per share
from exercise of warrants	6,125,000		6,125		3,822,000			-			-			-		-			3,828,125
Issuance of common stock for cash
Reg. S - Private Placement,
$0.375 per share
from exercise of warrants	1,768,500		1,768		661,420			-			-			-		-			663,188
Issuance of common stock for cash
Reg. S - Private Placement,
$0.625 per share
from exercise of warrants	612,500		613		382,200			-			-			-		-			382,813
Issuance of stock options for
100,000 shares of common stock
to officer for recruitment
amortized over vesting period.	-		-		1,309			-			-			-		-			1,309
Issuance of common stock to
officer for recruitment	50,000		50		102,950			-			-			-		-			103,000
Issuance of stock options for
50,000 shares of common stock
to employee for recruitment
amortized over vesting period.	-		-		1,309			-			-			-		-			1,309
Effect of foreign currency translation	-		-		-			(11,769	)		-			-		-			-
Issuance of common stock
for mining claims recorded	1,400,000		1,400		(1,400	)		-			-			-		-			-
at initial transaction
Amortization of stock options issued
to employee and officer over
vesting period	-		-		15,708			-			-			-		-			15,708
Net loss December 31, 2006	-		-		-			-			-			-		(3,651,666	)		-

See Accompanying Notes to these Consolidated Financial Statements

F-4

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

							Accumulated							Accumulated
							Other			Common				Deficit During			Total
	Common Stock				Additional		Comprehensive			Stock		Deferred		Exploration			Stockholders'
	Shares		Amount		Paid-in Capital		Income (Loss)			Subscribed		Compensation		Stage			Equity
Net comprehensive loss	-		-		-		-			-		-		-			(3,663,435	)
Balance, December 31, 2006	67,231,000	$	67,231	$	12,898,687	$	(121,606	)	$	-	$	-	$	(9,406,774	)	$	3,437,538
Issuance of common stock
in connection with the acquisition to
five investors, $3.975 per share	16,825,000		16,825		66,862,550		-			-		-		-			66,879,375
Issuance of stock options for
75,700 shares of common stock
to three officers and employee	-		-		124,058		-			-		-		-			124,058
Issuance of common stock for cash
Reg. D - Private Placement,
$3.00 per share, net of $381,990
commission and $79,513 issuance costs	4,520,666		4,521		13,095,978		-			-		-		-			13,100,499
Issuance of common stock for cash
Reg. S - Private Placement,
$3.00 per share, net of $111,100
commission and $8,842 issuance costs	575,000		575		1,604,483		-			-		-		-			1,605,058
Issuance of common stock for cash
Reg. S - Private Placement,
$3.00 per share, net of $525,386
commission and $85,513 issuance costs	2,226,161		2,226		6,065,358		-			-		-		-			6,067,584
Amortization of stock options issued
to employee and officer over
vesting period	-		-		5,235		-			-		-		-			5,235
Net loss March 31, 2007	-		-		-		-			-		-		(680,029	)		-
Net comprehensive loss	-		-		-		-			-		-		-			(680,029	)
Balance, March 31, 2007	91,377,827	$	91,378	$	100,656,349	$	(121,606	)	$	-	$	-	$	(10,086,803	)	$	90,539,318

See Accompanying Notes to these Consolidated Financial Statements

F-5

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

								Period from
								January 14, 2000
								(Date of inception)
		For the three months ended						through
		March 31, 2007			March 31, 2006			March 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(680,029	)	$	(616,219	)	$	(10,086,803	)
Adjustments to reconcile loss from operating
to net cash used in operating activities:
Amortization of debt discount		-			-			300,000
Depreciation		2,789			793			245,222
Stock based expenses		129,293			-			837,115
Impairment loss		-			-			259,917
Gain on settlement		-			-			(228,636	)
Loss on disposition of fixed assets		-			-			5,737
Changes in operating assets and liabilities:
Amounts receivable		-			-			11,005
Other current assets		-			-			(106,235	)
Other assets		(13	)		(1,998	)		(183,053	)
Accounts payable and accrued liabilities		(242,713	)		56,011			795,437
Net cash used in operating activities		(790,673	)		(561,413	)		(8,150,294	)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid on mineral property claims		-			-			(777,134	)
Cash paid for merger option		-			-			(200,000	)
Cash paid for intangible assets		-			-			(180,068	)
Cash paid to VRIC on closing date		(9,900,000	)		-			(9,900,000	)
Cash paid for additional acquisition costs		(82,158	)		-			(82,158	)
Purchase of fixed assets		(5,746	)		-			(320,129	)
Net cash used in investing activities		(9,987,904	)		-			(11,459,489	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		21,453,817			1,397,250			30,416,001
Stock issuance costs		(611,230	)		-			(611,230	)
Proceeds from borrowings from related party		-			-			2,880,201
Proceeds/payments on loan payable		-			(15,000	)		504,035
Cash paid on deferred purchase liability		(60,000	)		-			(60,000	)
Proceeds from subscribed stock		-			-			270,000
Net cash provided by financing activities		20,782,587			1,382,250			33,399,007
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON CASH		-			-			(100,966	)
NET CHANGE IN CASH		10,004,010			820,837			13,688,258
CASH AT BEGINNING OF PERIOD		3,684,248			705,856			-
CASH AT END OF PERIOD		13,688,258		$	1,526,693			13,688,258

See Accompanying Notes to these Consolidated Financial Statements

F-6

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

					Period from
					January 14, 2000
					(Date of inception)
		For the three months ended			through
		March 31, 2007		March 31, 2006	March 31, 2007
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
SUPPLEMENTAL INFORMATION
Interest Paid	$	-	$	- $	50,751
Income Taxes Paid	$	-	$	- $	-
Non-cash investing and financing activities:
Assets acquired for common stock issued for the acquisition	$	66,879,375	$	- $	66,879,375
Assets acquired for liabilities incurred in the acquisition	$	43,328,821	$	- $	43,328,821
Merger option payment applied to the acquisition	$	200,000	$	- $	200,000
Reclassify joint venture option agreement to slag project	$	690,000	$	- $	690,000
Financing costs in accounts payable	$	66,341	$	- $	66,341
Acquisition costs in accounts payable	$	2,834	$	- $	2,834
Stock options for common stock issued in satisfaction of debt	$	-	$	- $	1,200,000
Stock issued for conversion of
accounts payable, 100,000 shares at $0.72	$	-	$	- $	72,000
Stock issued for compensation
50,000 shares at $2.06	$	-	$	- $	103,000

See Accompanying Notes to these Consolidated Financial Statements

F-7

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation - The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended December 31, 2006 of Searchlight Minerals Corp. (the "Company").

The interim financial statements present the balance sheet, statements of operations and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2007 and the results of operations and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year.

Description of business – Searchlight Minerals Corp. referred to as the “Company” is considered an exploration stage company since its formation and the Company has not yet realized any revenues from its planned operations. The Company is primarily focused on the exploration, acquisition development of mining and mineral properties. Upon the location of commercially minable reserves, the Company plans to prepare for mineral extraction and enter the development stage.

History - The Company was incorporated on January 12, 1999 pursuant to the laws of the State of Nevada under the name L.C.M. Equity, Inc. From 1999 to 2005, the Company operated primarily as a biotechnology research and development company with its headquarters in Canada and an office in the UK. On November 2, 2001, the Company entered into an acquisition agreement with Regma Bio Technologies, Ltd. pursuant to which Regma Bio Technologies, Ltd. entered into a reverse merger with us with the surviving entity named “Regma Bio Technologies Limited”. On February 2, 2004, the Company changed its name from “Regma Bio Technologies Limited” to “Phage Genomics, Inc.” In February, 2005, the Company announced its reorganization from a biotechnology research and development company to a company focused on the development and acquisition of mineral properties. In connection with its reorganization the Company entered into mineral option agreements to acquire an interest in the Searchlight Claims. Also in connection with its corporate restructuring, its board of directors approved a change in its name from “Phage Genomics, Inc.” to "Searchlight Minerals Corp.” effective June 23, 2005.

On February 10, 2005, the Company announced that it was reorganizing itself and changing its focus from biotech to becoming a mineral exploration company, dedicated to the discovery and exploitation of gold and other precious metal deposits. The Company has consequently been considered an exploration stage enterprise.

F-8

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Going concern - The Company incurred cumulative net losses of approximately $10,099,640 from operations as of March 31, 2007 and has not commenced its mining and mineral processing operations, rather, still in the exploration stage, raising substantial doubt about the Company’s ability to continue as a going concern.

The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Principles of consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clarkdale Minerals, LLC (CML) and Clarkdale Metals, Corp. (CMC). Significant intercompany accounts and transactions have been eliminated.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - Cash and cash equivalents include cash deposits residing in checking, interest bearing checking accounts, money market funds and sweep accounts. Cash equivalents consist of highly liquid short term investments. We consider all highly liquid marketable securities with maturities of less than 91 days at date of purchase to be cash equivalents.

Mineral rights - The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.

Exploration costs – Mineral exploration costs are expensed as incurred.

Fixed assets - Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 39 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

F-9

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Impairment of long-lived assets - We review and evaluate our long-lived assets for impairment at least annually and also when events or changes in circumstances indicate the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are based on estimated quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineering life-of-mine plans.

In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. With the exception of other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, all assets at a particular operation are considered together for purposes of estimating future cash flows. In the case of mineral interests associated with other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, cash flows and fair values are individually evaluated based primarily on recent exploration results.

Various factors could impact our ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations.

Fair value of financial instruments - Financial accounting standards Statement No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.

Derivative financial instruments - In connection with the sale of debt or equity instruments, the Company may sell warrants to purchase common stock. In certain circumstances, these warrants may be classified as derivative liabilities, rather than as equity. Additionally, debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability.

The identification of, and accounting for, derivative financial instruments is extremely complex. Derivative financial instruments are initially measured at their fair value. The Company’s derivative liabilities are re-valued at each reporting date, with changes in the estimated fair value reported as charges or credits to income, in the period in which the changes occur. For warrants and bifurcated conversion options that are accounted for as derivative liabilities, the Company determines the fair value of these instruments using the binomial option pricing model. That

F-10

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

model requires assumptions related to the remaining term of the instruments and risk-free rates of return, the Company’s current common stock price and expected dividend yield, and the expected volatility of its common stock price over the life of the warrant based upon certain historical measurements. The identification of, and accounting for, derivative financial instruments and the assumptions used to value them can significantly affect the Company’s financial statements.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company does not have any warrants that would be classified as derivative liabilities as of the balance sheet date.

Revenue recognition - Revenues are recognized during the period in which the revenues are received. Costs and expenses are recognized during the period in which they are incurred.

Research and development - All research and development expenditures during the period have been charged to operations.

Earnings (loss) per share - The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Common stock equivalents, which include stock options and warrants to purchase common stock, on March 31, 2007 and December 31, 2006 that were not included in the computation of diluted EPS because the effect would be antidilutive were 22,996,168 and 27,196,773, respectively.

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Comprehensive income (loss) – The company’s accumulated other comprehensive loss consists of the accumulated foreign currency translation adjustments.

F-11

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

Segment information - The Company discloses segment information in accordance with Statements of Financial Accounting Standards (SFAS) No. 131, “Disclosures about Segments of an Enterprise and Related Information,” which uses the Management approach to determine reportable segments. The Company operates under one segment.

Reclassification - Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation with no effect on previously reported net loss.

Expenses of offering - The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering.

Stock-based compensation - On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after December 31, 2004.

New accounting pronouncements – In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, nor eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157, “Fair Value Measurements,” and SFAS 107, “Disclosures about Fair Value of Financial Instruments.” SFAS 159 is effective for our fiscal year beginning after November 15,

F-12

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

2007. We are currently assessing the impact that the adoption of SFAS 159 will have on our financial statements.

In September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”). SFAS 158 requires companies to recognize the over funded or under funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 requires companies to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company adopted SFAS 158 effective for the fiscal year ending December 31, 2006. Adoption of this statement had no impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with earlier application encouraged. Any amounts recognized upon adoption as a cumulative effect adjustment will be recorded to the opening balance of retained earnings in the year of adoption. We have not yet determined the impact of this Statement on its financial position and results of operations.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 considers the effects of prior year misstatements when quantifying misstatements in the current year financial statements. It is effective for fiscal years ending after November 15, 2006. The Company does not believe the adoption of SAB 108 will have a material impact on its financial statements.

In August 2006, the SEC published amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, security ownership of officers and directors. The rules affect disclosure in proxy statements, annual reports and registration statements. These amendments are effective for filings for fiscal years ending on or after December 15, 2006. The effect of these amendments have been incorporated into our financial reporting.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting and disclosure for uncertainty in tax positions. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently in the process of evaluating the financial impact of this statement.

F-13

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued)

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets: (“SFAS 156”), which requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value. SFAS 156 permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. Adoption is required as of the beginning of the first fiscal year that begins after September, 15, 2006. The adoption of SFAS 156 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140” (“SFAS 155”). SFAS 155 clarifies certain issues relating to embedded derivatives and beneficial interests in securitized financial assets. The provisions of SFAS 155 are effective for all financial instruments acquired or issued after fiscal years beginning after September 15, 2006. Adoption of this statement is expected to have no impact on the Company’s financial position or results of operations.

2. FIXED ASSETS

Fixed assets consist of the following as of March 31, 2007 and December 31, 2006:

		March 31, 2007		December 31, 2006
Furniture and fixtures	$	15,600	$	15,600
Lab equipment		2,804		2,804
Computers and equipment		17,788		17,788
Income property		309,750		--
Construction in progress		5,746		--
		351,688		36,192
Less accumulated depreciation		8,794		6,005
	$	342,894	$	30,187

F-14

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. MERGER WITH TRANSYLVANIA INTERNATIONAL, INC.

On February 15, 2007, the Company completed a merger with Transylvania International, Inc. (TI) which provided the Company with 100% ownership of the Clarkdale Slag Project in Clarkdale Arizona, through its wholly owned subsidiary CML. This acquisition superseded the joint venture option agreement to acquire a 50% ownership interest as a joint venture partner pursuant to Nanominerals Corp. (“NMC”) interest in a joint venture agreement (“JV Agreement”) dated May 20, 2005 between NMC and Verde River Iron Company, LLC (“VRIC”).

This merger was treated as a statutory merger for tax purposes whereby, CML was the surviving merger entity.

The Company also formed a second wholly owned subsidiary CMC, for the purpose of developing a processing plant at the Clarkdale Slag Project.

Closing of the TI acquisition occurred on February 15, 2007 (the “Closing Date”) and was subject to, among other things, the following terms and conditions:

a)	The Company paid $200,000 in cash to VRIC on the execution of the Letter Agreement;
b)	The Company paid $9,900,000 in cash to VRIC on the Closing Date;
c)	The Company issued 16,825,000 shares of its common stock on the Closing Date to the designates of VRIC pursuant to Section 4(2) and Regulation D of the Securities Act of 1933;
d)	The Company agreed to pay VRIC $30,000 per month (the “Monthly Payments”) until the earlier of: (i) the date that is 90 days after receipt of a bankable feasibility study by Searchlight (the “Project Funding Date”), or (ii) the tenth anniversary of the date of the execution of the Letter Agreement;
e)	The Company agreed to pay VRIC $6,400,000 on the Project Funding Date;
f)	The Company granted VRIC a royalty (the “Royalty”) consisting of 2.5% of the Net Smelter Returns (as defined in the Letter Agreement), on any and all proceeds of production from the Clarkdale Slag Project; and pay to VRIC $500,000 annually (subject to Force Majeure) commencing on the Project Funding Date (the “Advance Royalty”), with no deduction or offset against the Royalty, except that the combined Royalty and Advance Royalty shall not exceed $500,000 in any calendar year; and, the Advance Royalty shall end forever on the first to occur between: (1) the end of the first calendar year in which the Royalty equals or exceeds $500,000; or (2) the date that is ten (10) years after the date the Agreement is executed by the parties; and
g)	The Company agreed to pay VRIC $3,500,000 as a priority distribution of cash flow in accordance with the provisions of the Joint Venture Agreement dated May 20, 2005 between Nanominerals Corp. and VRIC (the ”JV Agreement”).

F-15

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. MERGER WITH TRANSYLVANIA INTERNATIONAL, INC. (continued)

Total consideration paid was approximately $120.3 million for the TI acquisition. The following table reflects the components of purchase consideration:

Purchase price:
Cash payments	$	10,100,000
Common stock issued		66,879,375
Monthly payments, current portion		395,001
Monthly payments, net of current portion		3,252,403
Due to VRIC		6,400,000
Acquisition costs		127,000
Deferred income tax liability - Clarkdale slag project		33,151,312
Total purchase price	$	120,305,091

In accordance with SFAS 141, Business Combinations, the purchase price of $120.3 million has been allocated to the assets acquired and liabilities assumed, based on their respective fair values at the date of acquisition. The purchase price was allocated to the real property assets based on fair market values determined using an independent real estate appraisal firm. The purchase price allocated to the Clarkdale slag project was determined based on the overall consideration given. The following table reflects allocation of the purchase consideration.

Preliminary allocation of purchase price:
Clarkdale slag project	$	110,779,191
Land - slag pile site		5,916,150
Land		3,300,000
Income property and improvements		309,750
Net assets acquired	$	120,305,091

The Clarkdale slag project valuation also includes $690,000 previously capitalized.

For the three months ended March 31, 2006, TI operations were limited to minor rental activity revenue of approximately $10,000 and rental expenses and property holding costs of approximately $8,000 for net pre tax income of approximately $2,000. Based on the limited activity, pro-forma results for the comparative quarter in 2006 are not presented in these interim financial statements.

4. MINING CLAIMS

As of March 31, 2007, mining claims totaling $127,134 consist of twenty mining claims located in Searchlight, Nevada. The mining claims were acquired during 2005 with issuance of 1,400,000 shares of the Company’s common stock and the provision that the Company, at its option, issue an additional 1,400,000 shares each year in July for three remaining years. If at any time before each subsequent issuance of shares, the Company does not choose to continue the transaction, it is under no obligation to issue further shares and would no longer hold the mining claims.

F-16

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. MINING CLAIMS (continued)

The mining claims are capitalized as tangible assets in accordance with Emerging Issues Task Force abstract 04-02. Upon completion of a bankable feasibility study, the claims will be amortized using the unit-of-production method over the life of the claim. If the Company does not continue with exploration after the completion of the feasibility study, the claims will be expensed at that time.

The total transaction was valued at an agreed upon price of $2,000 per claim for a total of $40,000 plus actual costs incurred by the former owner in maintaining the claims of $87,134.

5.	LOANS PAYABLE
	The balance was, unsecured, due on demand and bore no interest rate. As of December 31, 2006, the Company had fully paid the balance of loan payable.
6.	LOAN PAYABLE – FORMER OFFICERS AND DIRECTORS
	As of March 31, 2007 and December 31, 2006, loans payable to related parties totaling $382,792 consists of borrowings from former officers and directors of the Company. These individuals have not had any involvement in management of the Company since February 2005. The balance of the loan is non-interest bearing, unsecured and without any fixed repayment terms.
7.	STOCKHOLDER’S EQUITY
	During the three months ended March 31, 2007, the Company’s stockholders’ activities consisted of the following:
	a)	On March 22, 2007 the Company closed a private placement offering for gross proceeds of $6,678,483 (the "March Offering"). The securities sold pursuant to the March Offering were issued to non-US investors in accordance with the terms of Regulation S of the Securities Act of 1933. In connection with the March Offering, the Company entered into an Agency Agreement with D&D Securities Company (“D&D") dated March 21, 2007 (the "Agency Agreement"). The securities were sold to subscribers on a best efforts agency basis. Pursuant to the terms of the Agency Agreement, the Company sold an aggregate of 2,226,161 units for gross proceeds of $6,678,483, with each unit consisting of one share of its 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 Searchlight if its common stock trades above $6.50 per share for 20 consecutive trading days. Also under the terms of the March Offering the Company agreed to use its best efforts to file with the Securities and Exchange Commission a registration statement on Form SB-2, or on such other form as is available, registering the offered securities within four months and one day after the closing of the March Offering. An aggregate commission and corporate finance fee totalling $525,386 was paid by the company to the Agent in connection with the March Offering and the Agent also received warrants to purchase 75,175 shares of its common stock.

F-17

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7.	STOCKHOLDER’S EQUITY (continued)
	b)	On February 23, 2007, the Company closed a private placement offering and issued 4,520,666 units for aggregate gross proceeds of $13,562,002 to accredited investors resident in the United States pursuant to Regulation D of the Securities Act (the “US Offering”). Each unit consisted of one share of its 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 $4.50 per share. The warrants are callable by us if its common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the US Offering, the Company agreed to use its best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the US Offering. The Company agreed not to exercise its call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. The Company further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. A portion of the US Offering was sold on a best efforts agency basis. Commissions paid to agents in connection with the US Offering totalled $381,990 and the agents also received warrants to purchase 90,870 shares of its common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
	c)	Also on February 23, 2007, the Company closed a private placement offering and issued 575,000 units for aggregate gross proceeds of $1,725,000 to non-US investors pursuant to Regulation S of the Securities Act (the “February Offering”). Each unit consisted of one share of its 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 $4.50 per share. The warrants are callable by us if its common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the Non-US Offering, the Company agreed to use its best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the February Offering. The Company agreed not to exercise its call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. The Company further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. Commissions paid to agents in connection with the February Offering totalled $111,100 and the agents also received warrants to purchase 12,300 shares of its common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
	d)	On February 15, 2007, the Company approved the issuance of 16,825,000 shares of its common stock to five investors in connection with the Agreement and Plan of Merger dated February 15, 2007. The issuance was completed pursuant to Section 4(2) and Regulation D of the Securities Act on the basis that each investor was a sophisticated investor and was in a position of access to relevant material information regarding its operations. Each investor delivered appropriate investment representations satisfactory to us with respect to this transaction and consented to the imposition of restrictive legends upon the certificates evidencing such share certificates.

Warrants associated with the 2007 equity issuances do not constitute a registration payment arrangement.

F-18

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. STOCKHOLDER’S EQUITY (continued)

During 2006, the Company’s stockholders’ activities consisted of the following:

a)	On July 27, 2006, the Company issued 1,400,000 shares to the owners of the Searchlight Claims. This issuance is the second of four required share payments to complete the acquisition of the searchlight claims totaling 5,600,000 shares.
b)	On June 21, 2006, the Company issued 8,506,000 shares of common stock from the exercise of warrants resulting in cash proceeds of $4,874,126. Warrants exercised were for 7,327,000 shares at $0.625 per share and 1,179,000 shares at $0.25 per share. Each of the warrants was set to expire between June 2 and June 7, 2006 and all were exercised.
c)	On June 14, 2006, the Company issued 50,000 shares at $2.06 per share as consideration for an employment contract entered into on June 14, 2006 with a new Chief Financial Officer. In addition, the Company advanced $33,084 for withholding taxes required to be paid on total compensation of $103,000. The advance was repaid in full in December 31, 2006.
d)	On February 9, 2006, the Company issued 1,225,000 shares of common stock and warrants to purchase an additional 612,500 shares of common stock with an exercise price of $0.625 expiring between June 2 and June 7, 2006. These are related to the penalty shares and warrants for the late registration of shares with the Securities and Exchange Commission pursuant to the Private Placements completed in September 2005. Pursuant to the Private Placements, subscribers received penalty units consisting of one share and one half of one share purchase warrant. The penalty units were exercisable into 1/10th of the total number of units issued in the private placement if a registrations statement on Form SB-2 was not declared effective within four months and one day of the closing date of the private placements. The Registration Statement was not effective prior to the filing deadline resulting in the issuance of the penalty units.
e)	On January 18, 2006, the Company issued 39 units for $45,000 per unit where each unit consisted of 100,000 shares and 100,000 purchase warrants. Each purchase warrant is exercisable into one share at a price of $0.65 expiring on January 18, 2008. Total gross proceeds for this offering was $1,755,000. In connection with the Private Placement, the Agent received a fee of $87,750 and warrants to purchase 390,000 shares at a price of $0.65 per share for a period of two years from the closing of the Private Placement.

F-19

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. STOCKHOLDER’S EQUITY (continued)

During 2005, the Company’s stockholders’ activities consisted of the following:

a)	On September 30, 2005, the Company effectuated a two-for-one forward stock split on its common stock. As a result of the stock split, the Company’s authorized number common stock increased from 200,000,000 shares to 400,000,000 shares. Accordingly, the accompanying financial statements have been adjusted on a retroactive basis for the forward stock split to the Company’s date of inception.
b)	On September 7, 2005 the Company issued 5,400,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met within four months and one day after the closing. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 7, 2006. Total gross proceeds of this offering was $1,350,000. In connection with this brokered offering, 540,000 Brokers Warrants, exercisable at $0.25 and expiring on June 7, 2006, were issued. Each Broker Warrant was exercisable into one common share and one half of one purchase warrant. Each purchase warrant was exercisable into one common share at $0.625 and expired on June 7, 2006.
c)	On September 6, 2005 the Company issued 460,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met within four months and one day after the closing. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 6, 2006. Total gross proceeds of this offering was $115,000.
d)	On September 2, 2005 the Company issued 6,390,000 Units for $0.25 per Unit, where each Unit consisted of one common share and one half of one purchase warrant and one nontransferable warrant exercisable into one tenth (1/10) of one unit for no additional consideration if registration requirements are not met Within four months and one day after the closing. Each purchase warrant was exercisable into one share at a price of $0.625 and expired on June 2, 2006. Total gross proceeds of this offering was $1,597,500. In connection with this brokered offering, 639,000 Brokers Warrants, exercisable at $0.25 and expiring on June 2, 2006, were issued. Each Broker Warrant was exercisable into one common share and one half of one purchase warrant. Each purchase warrant was exercisable into one common share at $0.625 and expired on June 2, 2006.
e)	On July 7, 2005, the Company issued 1,400,000 shares (post stock split) of common stock for the purchase of 20 mineral claims valued at $40,000 plus actual costs incurred by the former owner in maintaining the claims of $87,134.
f)	On July 6, 2005, the Company issued 200,000 shares (post stock split) of common stock at $0.625 per share for reduction of debt at $125,000 as negotiated with the debtor.
g)	On February 14, 2005, the Company cancelled all of the stock options that were outstanding as at December 31, 2004.
h)	On February 11, 2005, 35,000,000 shares (post stock split) of the Company were returned to the Company and cancelled at its par value of $0.001 per share

F-20

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8.	OPTION PLAN
	Subsequent to March 31, 2007, effective April 30, 2007, the Board of Directors adopted the 2007 Stock Option Plan (the “2007 Plan”) and determined to cease granting any further options under the Company’s 2006 Stock Option Plan. Under the terms of the 2007 Plan, options to purchase up to 40,000,000 shares of common stock of the Company may be granted to eligible Participants. The 2007 Plan provides that the option price for incentive stock options be the fair market value of the stock at the date of the grant and the option price for non-qualified stock options be no less than 85% of the fair market value of the stock at the date of the grant. Options granted under the 2007 Plan become exercisable and expire as determined by the Board of Directors. On May 8, 2007, the Board of Directors determined to cease granting any further options under the Company’s 2003 Nonqualified Stock Option Plan and reduced the number of shares of the Company’s common stock available for issuance under the 2007 Plan to a maximum of 4,000,000.
	On April 7, 2006, the Board of Directors of Searchlight adopted the 2006 Stock Option Plan (the "Plan"). Under the terms of the Plan, options to purchase up to 40,000,000 shares of common stock that may be granted to our employees, officers, directors, and eligible consultants of Searchlight. The Plan provides that the option price be the fair market value of the stock at the date of grant as determined by the Board of Directors. Options granted become exercisable and expire as determined by the Board of Directors. The maximum aggregate number of shares of our common stock that may be optioned and sold under the Plan will be increased effective the first day of each of our fiscal quarters, beginning with the fiscal quarter commencing July 1, 2006, by an amount equal to the lesser of: (i) 15% of the total increase in the number of shares of common Stock outstanding during the previous fiscal quarter; or (ii) a lesser number of shares of common stock as may be determined by the board of Searchlight.
	During the three months ended March 31, 2007, the Company granted stock options as follows:

a) On February 16, 2007, the Company granted nonqualified stock options for the purchase of 75,700 shares of common stock at $4.04 per share. The options were granted to three officers and employee, are fully vested and expire on February 16, 2012.

During the year ended December 31, 2006, the Company granted stock options as follows:

a)	On June 14, 2006, the Company granted nonqualified stock options for the purchase of 50,000 shares of common stock at $2.06 per share. The options were granted as a recruitment incentive to an employee, vested 50% on December 14, 2006 and the remaining 50% vest on June 14, 2007. These options expire on June 14, 2008.
b)	On June 14, 2006, the Company granted nonqualified stock options for the purchase of 100,000 shares of common stock at $2.06 per share. The options were granted as a recruitment incentive to the Chief Financial Officer, vest 50% on June 14, 2007 and the remaining 50% vest on June 14, 2008. These options expire on June 14, 2011.
c)	On June 6, 2006, the Company granted nonqualified stock options for the purchase of 100,000 shares of common stock at $2.40 per share. The options were granted to equally to two directors, are fully vested and expire on June 6, 2011.
d)	On June 6, 2006, the Company granted nonqualified stock options for the purchase of 500,000 shares of common stock at $2.40 per share. The options were granted to equally to two officer/directors, are fully vested and expire on June 6, 2011.

F-21

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. OPTION PLAN (continued)

e) On April 7, 2006 the Company granted stock options for the purchase of 120,000 shares of common stock at $1.70 per share. The options were granted equally to two officers, are fully vested and expire on April 7, 2011.

Compensation expense for the three months ended March 31, 2007 and for the year ended December 31, 2006 related to granting of stock options was $129,294 and $186,094, respectively.

Stock options – During the three months ended March 31, 2007 and the year ended December 31, 2006, the Company granted stock options to employees and directors totaling 75,700 and 870,000, respectively, with a weighted average strike price of $4.04 and $2.25 per share, respectively. Certain stock options were exercisable upon grant and have a life of 5 years. As of March 31, 2007 stock options outstanding totaled 3,945,700 with a weighted average strike price of $0.83 per share.

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2007 and the year ended December 31, 2006:

	Number of		Weighted
	Shares		Average
			Exercise Price
Balance December 31, 2005	3,000,000	$	0.35
Options granted and assumed	870,000		2.25
Options expired	--		--
Options cancelled	--		--
Options exercised	--		--
Balance, December 31, 2006	3,870,000	$	0.77
Options granted and assumed	75,700		4.04
Options expired	--		--
Options cancelled	--		--
Options exercised	--		--
Balance, March 31, 2007	3,945,700	$	0.83

The Company estimates the fair value of these options granted by using the Binomial Lattice option pricing-model with the following assumptions used for grants:

For the three months ended March 31, 2007 using specific grant dates; no dividend yield; expected volatility of 76.6%; risk free interest rate of 4.68%; and expected lives of 5 years for all employee and non- employee stock options. Accordingly, the Company valued the services under SFAS No. 123R relating to non-statutory stock options upon grant in 2007 for $129,293 as of March 31, 2007. Based on recent historical stock activity the equal probability option pricing model was applied.

In 2006 using specific grant dates; no dividend yield; expected volatility of 85%; risk free interest rates of 4.89% to 5.08%; and expected lives of 5 years for all employee and non- employee stock options. Accordingly, the Company valued the services under SFAS No. 123R relating to non-statutory stock options upon grant in 2006 for $186,094 as of December 31, 2006. Based on stock activity in 2006, the Cox, Ross, Rubenstein option pricing model was applied.

F-22

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. OPTION PLAN (continued)

The following table summarizes information about options granted during the three months ended March 31, 2007:

	Exercise Price
	Equals, Exceeds
	Or	Weighted
Number of Options	Is Less than Mkt.	Average	Range of	Weighted
Granted	Price of Stock	Exercise	Exercise	Average Fair
During 2007	On Grant Date	Price	Price	Value
75,700	Equals	$ 4.04	$4.04 to $4.04	$ 0.41
--	Exceeds	$ --	$ -- to $ --	$ --
--	Less Than	$ --	$ -- to $ --	$ --
75,700	Equals	$ 4.04	$4.04 to $4.04	$ 0.41

The following table summarizes information about options granted during the year ended December 31, 2006:

	Exercise Price
	Equals, Exceeds
	Or	Weighted
Number of Options	Is Less than Mkt.	Average	Range of	Weighted
Granted	Price of Stock	Exercise	Exercise	Average Fair
During 2006	On Grant Date	Price	Price	Value
--	Equals	$ --	$ -- to $ --	$ --
--	Exceeds	$ --	$ -- to $ --	$ --
870,000	Less than	$ 2.24	$1.70 to $2.40	$ 0.10
870,000	Less than	$ 2.24	$1.70 to $2.40	$ 0.10

Stock options/warrants – During the three months ended March 31, 2007 the Company granted stock warrants related to common stock issued through a private placement totaling 3,660,913 with a strike price of $4.50 per share and stock warrants totaling 178,345 were issued to underwriters of the private placement with a strike price of $4.50 per share.

The value of the warrants was allocated against additional paid in capital as part of the overall offering cost of the private placement.

During the three months ended March 31, 2007 the Company issued stock options for 75,700 shares of common stock to three officers and an employee with strike price of $4.04 per share.

Stock options/warrants - During the year ended December 31, 2006 the Company granted stock warrants related to common stock issued through a private placement totaling 3,900,000 with a strike price of $0.65 per share and stock warrants totaling 390,000 were issued to underwriters of the private placement with a strike price of $0.65 per share.

The Company also granted warrants related to common stock totaling 612,500 which were granted in accordance with registration provisions of the September 2005 financing with a strike price of $0.625 per share.

The value of the warrants was allocated against additional paid in capital as part of the overall offering cost of the private placement.

F-23

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. OPTION PLAN (continued)

During the year ending December 31, 2006 the Company issued stock options for 870,000 shares of common stock to directors, officers and an employee with strike price ranging from $1.70 to $2.40 per share.

The following table summarizes information about options/warrants granted during the three months ended March 31, 2007 and the year ended December 31, 2006:

	Number of			Weighted
	Shares			Average
				Exercise Price
Balance December 31, 2005	24,118,500		$	0.42
Options/warrants granted and assumed	5,772,500			0.55
Options/warrants expired	--			--
Options/warrants cancelled	--			--
Options/warrants exercised	(9,731,000	)		(0.50	)
Balance, December 31, 2006	20,160,000		$	0.51
Options/warrants granted and assumed	3,914,958		$	4.49
Options/warrants expired	--			--
Options/warrants cancelled	--			--
Options/warrants exercised	--			--
Balance, March 31, 2007	24,074,958		$	1.16

9. PROPERTY RENTAL AGREEMENTS AND LEASES

The Company through its subsidiary CML has the following lease and rental agreements as lessor:

Clarkdale Arizona Central Railroad – Lease

CML has a month-to month rental agreement with Clarkdale Arizona Central Railroad. The rental payment is $1,700 per month.

Commercial Building – Lease

CML rents commercial building space to two tenants. The rental arrangements for both tenants stem from expired leases and are month-to-month. Rent under these agreements totaled $1,260 per month.

Land Lease – Wastewater Effluent

CML entered into a lease on August 25, 2004 with the Town of Clarkdale, AZ (Clarkdale). The Company provides approximately 60 acres of land to Clarkdale for disposal of Class B effluent. In return, the Company has first right to purchase up to 46,000 gallons per day of the effluent for its use at fifty percent (50%) of the potable water rate. In addition, if Class A effluent becomes available, the Company may purchase that at seventy five percent (75%) of the potable water rate.

F-24

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

9. PROPERTY RENTAL AGREEMENTS AND LEASES (continued)

The term of the lease is 5 years with a one year extension available. At such time as Clarkdale no longer uses the property for effluent disposal, and for a period of twenty five (25) years measured from the date of the lease, the Company has a continuing right to purchase Class B, and if available, Class A at then market rates.

10. INCOME TAXES

The Company is a Nevada corporation operating in Nevada and is subject to federal income tax. Nevada does not impose a corporate income tax.

The provision for income taxes consisted of the following at March 31, 2007 and December 31, 2006

		March 31, 2007			December 31, 2006
Income tax benefit at 34%	$	(231,210	)	$	(1,241,566	)
Non-deductible and other		1,335			3,199
Change in valuation allowance		229,875			1,238,367
Provision for income taxes	$	--		$	--

Significant components of the Company’s net deferred income tax assets at March 31, 2007 and December 31, 2006 were as follows:

		March 31, 2007			December 31, 2006
Net Operating loss carry forward	$	1,805,862		$	1,619,947
Option compensation		243,158			199,198
Deferred income tax asset		2,049,020			1,819,145
Valuation allowance		(2,049,020	)		(1,819,145	)
	$	--		$	--

A full valuation allowance was established for net deferred tax assets due to the uncertainty of realizing these deferred tax assets based on conditions existing at March 31, 2007 and December 31, 2006.

Significant components of the Company’s net deferred income tax liabilities at March 31, 2007 and December 31, 2006 were as follows:

		March 31, 2007		December 31, 2006
Clarkdale slag project	$	33,151,312	$	--
Deferred income tax liability	$	33,151,312	$	--

Deferred income tax liability was recorded on excess of fair market value acquired over income tax basis at combined statutory federal and state rate of 38.5% with the corresponding increase in the purchase price allocation of the assets acquired.

F-25

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10.	INCOME TAXES (continued)
	As of March 31, 2007 and December 31, 2006, the Company had net operating loss carryforwards of approximately $546,810 and $3,456,162, respectively for federal income taxes. The net operating loss carryforwards expiring between 2027 and 2026.
11.	COMMITMENTS AND CONTINGENCIES
	Lease obligations – The Company rents office space in Henderson Nevada. The lease terms expired in November, 2006 and the company continues to rent the existing space under month- to-month terms for $4,000 per month.
	Rental expense, resulting from this operating lease agreement, approximated $12,151 for the three months ended March 31, 2007.
	Employment contracts – Ian R. McNeil. The Company entered into an employment agreement with Ian R. McNeil effective January 1, 2006. Pursuant to the terms of the agreement, Mr. McNeil is to be paid an annual salary of $108,000 and a bonus of $36,000 on execution of the agreement, in consideration of which Mr. McNeil agreed to act as the Company’s President and Chief Executive Officer. Mr. McNeil is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. McNeil with six months written notice or payment equal to six months of his monthly remuneration.
	On February 16, 2007, the Company increased the salary of Mr. McNeil under this agreement to $190,000 with no material changes to the overall terms of the agreement.
	Carl S. Ager. The Company entered into an employment agreement with Carl S. Ager effective January 1, 2006. Pursuant to the terms of the agreement, Mr. Ager is to be paid an annual salary of $80,000 and a bonus of $26,666 on execution of the agreement, in consideration of which Mr. Ager agreed to act as the Company’s Treasurer and Secretary. Mr. Ager is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. Ager with six months written notice or payment equal to six months of his monthly remuneration.
	On February 16, 2007, the Company increased the salary of Mr. Ager under this agreement to $160,000 with no material changes to the overall terms of the agreement.

F-26

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11.	COMMITMENTS AND CONTINGENCIES (continued)
	Melvin L. Williams. The Company entered into an employment agreement with Melvin L. Williams effective June 14, 2006. Pursuant to the terms of the agreement, Mr. Williams is to be paid an annual salary of $60,000 based on 300-400 hours worked and bonus consisting of 50,000 restricted shares of the Company’s common stock and 100,000 options to purchase additional shares of common stock at a price of $2.06 per share exercisable for a period of five years until June 14, 2011, with the options vesting 50% on the first anniversary of the execution of the agreement, in consideration of which Mr. Williams agreed to act as the Company’s Chief Financial Officer. Mr. Williams is also eligible for discretionary bonus to be determined based on factors considered relevant by the Company’s board of directors, and may be granted, subject to the approval of the board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the board of directors, in its absolute discretion, may from time to time determine. The term of the agreement is for an indefinite period, unless otherwise terminated pursuant to the terms of the agreement. In the event that the agreement is terminated by the Company other than for cause, the Company will provide Mr. Williams with thirty days written notice or payment equal to three months of his monthly remuneration.
	On February 16, 2007, the Company increased the salary of Mr. Williams under this agreement to $130,000, based on an increase in hours worked to 600-800 hours worked and no other material changes to the overall terms of the agreement.
	In consideration of the acquisition of the Clarkdale Slag Project from VRIC, the Company has agreed to certain additional payments. The terms of and conditions of these payments are discussed in more detail in Note 3.
12.	CONCENTRATION OF CREDIT RISK
	Financial instruments that potential subject the Company to concentration of credit risk consist of cash investments. The Company places its temporary cash investments with one financial institution. Cash accounts at the financial institution are insured by the Federal Deposit Insurance Corporation for up to $100,000 per financial institution.
13.	CONCENTRATION OF ACTIVITY
	For the three months ended March 31, 2007, the Company purchased services from two major vendors Dr. Hewlett and NMC that exceeded more than 10% of total purchases and amounted to approximately $110,000 and $90,000, respectively. NMC is considered a related party and is more fully discussed the related party note that follows.
14.	RELATED PARTY TRANSACTIONS
	During the three months ended March 31, 2007 and 2006, the Company utilized the services of NMC to provide technical assistance and financing related activities. NMC was reimbursed expenses during 2006. Commencing in 2006, NMC invoiced $300,000 for technical assistance and financing related activities. These services related primarily to the Clarkdale Slag Project and Searchlight Claims project.
	In addition to the above fees, NMC provided dedicated use of its laboratory, instrumentation, milling equipment and research facilities. NMC provided invoices for these fees plus expenses.

F-27

SEARCHLIGHT MINERALS CORP.

(AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

14.	RELATED PARTY TRANSACTIONS (continued)
	For the three months ended March 31, 2007, the Company incurred total fees and reimbursement of expenses to NMC of $90,000 and $20,775, respectively at March 31, 2007, the Company had an outstanding balance due to NMC of $152,638.
	For the year ended December 31, 2006, the Company incurred total fees and reimbursements of expenses to NMC of $495,000 and $271,103, respectively at December 31, 2006, the Company had an outstanding balance due to NMC of $311,863.
	In February 2005, the Company entered into mineral options agreements to acquired an interest in 20 mineral claims (“Searchlight Claims”) representing an area of 3,200 acres located in Clark County, south of Searchlight, Nevada, and agreed to pay a management fee of $3,500 per month to Pass Minerals, an entity controlled by a shareholder of the Company, for management services provided regarding the reorganization of the Company and the development of assaying and testing procedures for the Searchlight Claims. The management fee agreement was terminated by mutual agreement of the board and board member September 2006.

F-28

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

On February 16, 2007, we appointed Brown Armstrong, Paulden, McCown, Starbuck, Thornburgh & Keeter Accountancy Corporation (“Brown Armstrong”) as our new independent registered public accounting firm following the dismissal of our prior independent registered public accounting firm Kyle L. Tingle CPA, LLC (“KLT”), which occurred on February 16, 2007. The decision to change accountants was recommended by our audit committee and approved by our board of directors on February 16, 2007.

KLT performed the audit of our financial statements for the year ended December 31, 2005. During this period and the subsequent interim period through February 16, 2007, there were no disagreements with KLT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to KLT’s satisfaction would have caused KLT to make reference to the subject matter of the disagreements in connection with KLT’s report, nor were there any "reportable events" as such term is defined in Item 304(a)(3) of Regulation S-B, promulgated under the Securities Exchange Act of 1934, as amended.

The audit report of KLT for our year ended December 31, 2005 did not contain an adverse opinion, or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, other than the uncertainty that we might not be able to operate as a going concern.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of Searchlight. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving Searchlight, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.

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SUBJECT TO COMPLETION, DATED JUNE 12, 2007

PROSPECTUS

16,851,089 SHARES
COMMON STOCK

Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We have not authorized any dealer, salesperson or other person to provide any information or make any representation about Searchlight Minerals Corp. except the information or representations contained in this prospectus. You should not rely on any additional information or representations if made.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes. Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1)	a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest;
(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)	a transaction from which the director derived an improper personal profit; and
(4)	willful misconduct.

ITEM 25.           OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Expenses(1)	US($)
SEC Registration Fee Transfer Agent Fees Accounting Fees and Expenses Legal Fees and Expenses Miscellaneous	$4,690 $1,000 $20,000 $30,000 $1,000
Total	$56,690

(1) All amounts are estimates, other than the SEC's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be paid by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

ITEM 26.           RECENT SALES OF UNREGISTERED SECURITIES

Over the past three years, we have completed the following unregistered sales of our securities (as adjusted pursuant to the Company’s two for one forward stock split on September 30, 2005):

1. On March 22, 2007, we closed a private placement offering of 2,226,161 units for gross proceeds of $6,678,483, with each unit consisting of one share of our 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 $4.50 per share. The securities sold pursuant to the offering were issued to non-US investors in accordance with the terms of Regulation S of the Securities Act of 1933. In connection with the offering, we entered into an agency agreement with D&D Securities Company dated March 21, 2007. The warrants issued to subscribers of the offering are callable by Searchlight if its common stock

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	trades above $6.50 per share for 20 consecutive trading days. Also under the terms of the offering we agreed to use our best efforts to file with the Securities and Exchange Commission a registration statement on Form SB- 2, or on such other form as is available, registering the offered securities within four months and one day after the closing of the offering. An aggregate commission and corporate finance fee totaling $526,224 was paid by us to the agent in connection with the offering and the agent also received warrants to purchase 75,175 shares of our common stock.
2.	On February 23, 2007, we closed a private placement offering and issued 4,520,666 units for aggregate gross proceeds of $13,562,002 to accredited investors resident in the United States pursuant to Regulation D of the Securities Act. Each unit consisted of one share of our 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 $4.50 per share. The warrants are callable by us if our common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the offering, we agreed to use our best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the offering. We agreed not to exercise our call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. We further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. A portion of the offering was sold on a best efforts agency basis. Commissions paid to agents in connection with the offering totaled $381,990 and the agents also received warrants to purchase 90,870 shares of our common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
3.	In February, 2007, we closed a private placement offering and issued an aggregate of 575,000 units for aggregate gross proceeds of $1,725,000 to investors not resident in the US pursuant to Regulation S of the Securities Act. We issued 450,000 units to nine investors on February 23, 2007 and issued a further 125,000 units to one investor on February 28, 2007. Each unit consisted of one share of our 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 $4.50 per share. The warrants are callable by us if our common stock trades above $6.50 per share for 20 consecutive trading days. Pursuant to the terms of the February offering, we agreed to use our best efforts to file a registration statement declared effective by the SEC within four months of the closing date of the February offering. We agreed not to exercise our call rights until the registration statement registering the securities underlying the units sold has been declared effective by the SEC. We further agreed to keep the registration statement effective pursuant to Rule 415 of the Securities Act for a period of eighteen months following the date the registration statement is declared effective by the SEC. Commissions paid to agents in connection with the February offering totaled $111,100 and the agents also received warrants to purchase 12,300 shares of our common stock at a price of $4.50 per share, exercisable for a period of two years from the closing date.
4.	On February 15, 2007, we approved the issuance of 16,825,000 shares of our common stock to five investors in connection with the Agreement and Plan of Merger dated February 15, 2007. The issuance was completed pursuant to Section 4(2) and Regulation D of the Securities Act on the basis that each investor was a sophisticated investor and was in a position of access to relevant material information regarding our operations. Each investor delivered appropriate investment representations satisfactory to us with respect to this transaction and consented to the imposition of restrictive legends upon the certificates evidencing such share certificates.
5.	On July 27, 2006, we approved the issuance of 1,400,000 shares of our common stock to 18 mineral claim owners in connection with the Option Agreements dated February 8, 2005 among us and the mineral claim owners. The issuance was completed pursuant to Section 4(2) of the Securities Act on the basis that each claim owner was a sophisticated investor and was in a position of access to relevant and material information regarding our operations. Each claim owner consented to the imposition of restrictive legends upon the certificates evidencing such shares.
6.	On June 14, 2006, we issued 50,000 restricted shares of our common stock to Melvin L. Williams pursuant to the Employment Agreement between Searchlight and Mr. Williams in consideration for Mr. Williams acting as our Chief Financial Officer. The shares were issued pursuant to Section 4(2) of the Securities Act. The shares did not involve a public offering and Mr. Williams as our Chief Financial Officer has effective access to our files and records that contained the relevant information necessary for making his investment decision. Mr.

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	Williams has such knowledge and experience in our financial and business matters that he was capable of evaluating the merits and risks of his investment.
7.	In June, 2006, we received $4.87 million from the exercise of 8,506,000 of the outstanding share purchase warrants (including penalty warrants) issued in connection with the September 2005 private placements. Each unit of the private placements consisted of one share of our common stock, one half of one share purchase warrant with each whole warrant entitling the subscriber to purchase one additional share for a period of nine months from the closing of the private placement at an exercise price equal to $0.625 per Share, and one non- transferable penalty warrant exercisable into one-tenth (1/10) of one Unit for no additional consideration if a registration statement on Form SB-2 registering the resale of the Units is not declared effective by the SEC on or before the day that is four months and one day after the closing of the private placement. As a result of our failure to meet the filing deadline condition of the penalty warrants, on February 9, 2006, we issued an aggregate of 1,225,000 penalty units, consisting of 1,225,000 shares of common stock and 612,500 warrants to acquire an additional share at a price of $0.625 for a period of nine months from the date of issuance thereof, to subscribers of the September, 2005 private placements. On June 16, 2006, we issued 8,506,000 shares of our common stock to certain of the selling stockholders on the exercise of all of the warrants issued in our September, 2005 private placements, broken down as follows: (i) 3,195,000 shares issued to subscribers in connection with the exercise of the warrants issued in the September 2, 2005 private placement, (ii) 230,000 shares issued to subscribers in connection with the exercise of the warrants issued in the September 6, 2005 private placement, (iii) 2,700,000 shares issued to subscribers in connection with the exercise of the warrants issued in the September 7, 2005 private placement, (iv) 958,500 shares issued on exercise of the broker unit warrants issued to D&D Securities Company in connection with the September 2, 2005 private placement, (v) 810,000 shares issued on exercise of the broker unit warrants issued to Clarion Finanz AG in connection with the September 7, 2005 private placement, (vi) 612,500 shares issued on exercise of the penalty warrants issued to subscribers of the September, 2005 private placements. All securities issued to U.S. subscribers were issued pursuant to Rule 506 of Regulation D and endorsed with a restrictive legend confirming that the securities cannot be resold without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. All securities issued to subscribers not resident in the US were issued pursuant to Regulation S of the Securities Act of 1933. Appropriate legends were affixed to the stock certificate issued to each non-US investor in accordance with Regulation S.
8.	In February, 2006 we issued a total of 1,225,000 shares of our common stock and warrants to purchase an additional 608,000 shares of our common stock exercisable at a price of $0.625 until June 1, 2006 to subscribers of our three private placements completed in September, 2005. Pursuant to the terms of each of the September 2005 Private Placements, subscribers received non-transferable warrants exercisable into 1/10th of a unit issued in the September 2005 Private Placements for no additional consideration if a registration statement on Form SB-2 registering the resale of the units issued pursuant to the September 2005 private placements was not declared effective by the SEC within four months and one day after the closing of the September 2005 private placements. Searchlight’s registration statement was not declared effective by the SEC before the filing deadline and, as a result, we issued the penalty units to the subscribers of the September, 2005 private placements. The issuances were completed pursuant to Rule 506 of Regulation D of the Securities Act for US subscribers and Regulation S of the Securities Act for subscribers not resident in the US. All securities issued were endorsed with a restrictive legend confirming that the securities cannot be resold without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
9.	On January 18, 2006, we closed our Private Placement of 39 units at a price of $45,000 per unit to raise gross proceeds of $1,755,000. The Private Placement units were issued to accredited investors resident in the United States pursuant to Regulation D of the Securities Act. Each unit consisted of 100,000 shares of our common stock and 100,000 share purchase warrants with each warrant entitling the subscriber to purchase one additional share for a period of two years from the closing of the private placement at an exercise price equal to $0.65 per Share. The securities were sold on a best efforts agency basis by S&P Investors, Inc. In connection with the private placement, the Agent received a fee of $87,750 and warrants to purchase 390,000 shares at a price of $0.65 per share for a period of two years from the closing of the Private Placement. The sales were completed pursuant to Rule 506 of Regulation D of the Securities Act. All securities issued were endorsed with a restrictive legend confirming that the securities cannot be resold without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

65

10.	On October 24, 2005, in connection with the acquisition of our interest in the Clarkdale Slag Project and in accordance with the terms of the assignment agreement, we completed the following issuances of our securities: (i) we issued to Nanominerals Corp. a warrant to purchase 10,000,000 shares of our common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2) of the Securities Act of 1933. The 10,000,000 shares of common stock are restricted shares as defined in the Securities Act. This issuance was made to Nanominerals Corp. whose principals are sophisticated investors, and through its relationship with us was in a position of access to relevant and material information regarding our operations; and (ii) the issuance to Nanominerals Corp.’s designate, Clarion Finanz AG, of a warrant to purchase 2,000,000 shares of our common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Regulation S of the Securities Act of 1933. Appropriate legends were affixed to the stock certificate issued to Clarion in accordance with Regulation S. Clarion Finanz AG represented to us that they were not a US person as such term is defined in Regulation S. We did not engage in a distribution of these securities in the United States.
11.	On September 7, 2005, we closed a brokered private placement of 5,400,000 units to raise aggregate gross proceeds of $1,350,000. Each unit consisted of one share of our common stock , one half of one share purchase warrant with each whole warrant entitling the subscriber to purchase one additional share for a period of nine months from the closing of the private placement at an exercise price equal to $0.625 per share, and one non- transferable warrant exercisable into one-tenth (1/10) of one Unit for no additional consideration if a Registration Statement on Form SB-2 registering the resale of the Units is not declared effective by the SEC on or before the day that is four months and one day after the closing of the private placement. The private placement units were sold on a best efforts agency basis by Clarion Finanz AG pursuant to Regulation S. In connection with the private placement, Clarion Finanz AG received a commission of $135,000 and warrants to purchase 810,000 shares of our common stock at a price of $0.625 per Units for a period of nine months from the closing of the September 7, 2005 private placement. Each purchaser represented to us that they were not a US person as defined in Regulation S. We did not engage in a distribution of the September 7, 2005 private placement in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S.
12.	On September 6, 2005, we closed our private placement of 460,000 units to raise aggregate gross proceeds of $115,000. The private placement units were issued to accredited investors resident in the United States pursuant to Regulation D of the Securities Act. Each unit consisted of one share of our common stock, one half of one share purchase warrant with each whole warrant entitling the subscriber to purchase one additional share for a period of nine months from the closing of the private placement at an exercise price equal to $0.625 per share, and one non-transferable warrant exercisable into one-tenth (1/10) of one unit for no additional consideration if a Registration Statement on Form SB-2 registering the resale of the Units is not declared effective by the SEC on or before the day that is four months and one day after the closing of the private placement. The sales were completed pursuant to Rule 506 of Regulation D of the Securities Act. All securities issued were endorsed with a restrictive legend confirming that the securities cannot be resold without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
13.	On September 2, 2005, we closed our brokered private placement of 6,390,000 units to raise aggregate gross proceeds of $1,597,500. The private placement units were issued to investors that were not resident in the United States and pursuant to Regulation S of the Securities Act of 1933. Each unit consisted of one share of our common stock , one half of one share purchase warrant with each whole warrant entitling the subscriber to purchase one additional share for a period of nine months from the closing of the private placement at an exercise price equal to $0.625 per share, and one non-transferable warrant exercisable into one-tenth (1/10) of one Unit for no additional consideration if a Registration Statement on Form SB-2 registering the resale of the Units is not declared effective by the SEC on or before the day that is four months and one day after the closing of the private placement. The securities were sold on a best efforts agency basis by D&D Securities Company (formerly Dominick & Dominick Securities Inc.). In connection with the private placement, the agent received an aggregate commission of $205,250 and 639,000 broker unit warrants exercisable at a price of $0.25 per unit warrant with each unit consisting of one share of our common stock, one half of one share purchase warrant with each whole warrant entitling D&D to purchase one additional share for a period of nine months from the closing of the September 2, 2005 private placement at an exercise price equal to $0.625 per share, and a penalty warrant exercisable into one-tenth (1/10) of one unit for no additional consideration. Each purchaser represented to us that they were a not a US person as such term is defined in Regulation S. We did not engage

66

	in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S.
14.	On June 30, 2005, we approved the issuance of 1,400,000 shares of our common stock to 18 mineral claim owners in connection with the option agreements dated February 8, 2005 between Searchlight and the mineral claim owners. The issuance was completed pursuant to Section 4(2) of the Securities Act on the basis that each claim owner was a sophisticated investor and was in a position of access to relevant and material information regarding our operations. Each claim owner consented to the imposition of restrictive legends upon the certificates evidencing such shares.
15.	On February 14, 2005, we approved the issuance of 200,000 shares of our common stock to Rock Management Ltd. (the “Consultant”) for consulting services provided to us in January, 2002. The issuance was made to the Consultant pursuant to Regulation S of the Securities Act and Canadian Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants. The Consultant represented to us that it was not a US person, as defined in Regulation S of the Securities Act. All securities to be issued to the Consultant were endorsed with a restrictive legend in accordance with Regulation S of the Securities Act and Canadian National Instrument 45-102 Resale of Securities.

ITEM 27.           EXHIBITS

The following exhibits are either provided with this prospectus or are incorporated herein by reference:

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation of L.C.M. Equity, Inc.(1)
3.2	Amended and Restated Bylaws.(30)
3.3	Certificate of Amendment to Articles of Incorporation.(2)
3.4	Certificate of Amendment to Articles of Incorporation.(3)
3.5	Certificate of Amendment to Articles of Incorporation.(12)
3.6	Certificate of Change to Authorized Capital.(13)
4.1	Specimen Stock Certificate.(1)
4.2	Form of US Warrant Certificate dated February 23, 2007.(26)
4.3	Form of US Broker’s Warrant Certificate dated February 23, 2007.(26)
4.4	Form of Non-US Warrant Certificate dated February 23, 2007.(26)
4.5	Form of Non-US Broker’s Warrant Certificate dated February 23, 2007.(26)
4.6	Form of Warrant Certificate dated March 21, 2007.(27)
4.7	Form of Broker’s Warrant Certificate dated March 21, 2007.(27)
5.1	Opinion of O’Neill Law Group PLLC, with consent to use.
10.1	2002 Nonqualified Stock Option Plan.(4)
10.2	2003 Nonqualified Stock Option Plan.(5)
10.3	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals Inc., Kiminco Inc., Pass Minerals Inc., Debra L. Matheson, and Pilot Plant Inc. dated February 8, 2005.(8)
10.4	Letter Agreement between Phage Genomics Inc., Searchlight Minerals, Inc., K. Ian Matheson, and Pilot Plant Inc. dated February 8, 2005.(8)
10.5	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., K. Ian Matheson, and Bear Dog Mines Inc. dated February 8, 2005.(8)
10.6	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., K. Ian Matheson, and Gold Hunter Inc. dated February 8, 2005.(8)

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Exhibit
Number	Description of Exhibits
10.7	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., Kiminco Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd, Michael I. Matheson, and Pass Minerals Inc. dated February 8, 2005.(8)
10.8	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., K. Ian Matheson, and Britti Gold Inc. dated February 8, 2005.(8)
10.9	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., Kiminco Inc., Pass Minerals Inc., Michael D. Anderson, Geosearch Inc., Patrick I. Matheson, and Geotech Mining Inc. dated February 8, 2005.(8)
10.10	Letter Agreement between Phage Genomics, Inc., Searchlight Minerals, Inc., Kiminco Inc., Pass Minerals Inc., and Gold Crown Inc. dated February 8, 2005.(8)
10.11	Engagement Letter dated June 17, 2005 between Searchlight Minerals Corp. and Clarion Finanz AG.(10)
10.12	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc. and Pilot Plant Inc.(10)
10.13	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc. and Bear Dog Mines Inc.(10)
10.14	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc. and Gold Hunter Inc.(10)
10.15	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp.,, K. Ian Matheson, Searchlight Minerals, Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd and Michael I. Matheson.(10)
10.16	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc. and Britti Gold Inc.(10)
10.17	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc., Geotech Mining Inc., Michael D. Anderson, Geosearch Inc. and Patrick B. Matheson.(10)
10.18	Extension Agreement dated effective June 22, 2005 among Searchlight Minerals Corp., K. Ian Matheson, Searchlight Minerals, Inc. and Gold Crown Minerals Inc.(10)
10.19	Assignment Agreement dated for reference June 1, 2005 between Searchlight Minerals Corp. and Nanominerals Corp.(11)
10.20	First Amendment to Assignment Agreement between Nanominerals Corp. and Searchlight Minerals Corp. dated August 31, 2005.(15)
10.21	Second Amendment to Assignment Agreement between Nanominerals Corp. and Searchlight Minerals Corp. dated October 24, 2005.(14)
10.22	Office Suite Lease Agreement between Burnett & Williams Executive Suites and Searchlight Minerals Corp. dated September 6, 2005.(15)
10.23	Finders’ Fee Agreement between Searchlight Minerals Corp. and S&P Investors, Inc. dated December 7, 2005.(16)
10.24	Employment Agreement between Searchlight Minerals Corp. and Carl S. Ager dated as of January 1, 2006.(17)
10.25	Employment Agreement between Searchlight Minerals Corp. and Ian R. McNeil dated as of January 1, 2006.(17)
10.26	Employment Agreement between Searchlight Minerals Corp. and Melvin L. Williams dated as of June 14, 2006.(18)
10.27	2006 Stock Option Plan.(19)
10.28	Engineering Services Agreement dated as of May 1, 2006 with Cimetta Engineering and Construction Co.(20)
10.29	Office Suite Lease Agreement between Burnett & Williams Executive Suites and Searchlight Minerals Corp. dated July 20, 2006.(9)

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Exhibit
Number	Description of Exhibits
10.30	Contract for Engineering Services between URS Corporation and Verde River Iron Company LLC dated March 21, 2005.(9)
10.31	Contract for Drilling Services dated May 23, 2006 between Boart Longyear Company and Searchlight Minerals Corp. and Contact for Services dated October 17, 2005 between Boart Longyear Company and Searchlight Minerals Corp.(9)
10.32	Letter Agreement dated November 22, 2006 among Verde River Iron Company, LLC, Harry B. Crockett, Gerald Lembas and Searchlight Minerals Corp. (22)
10.33	Notice of Exercise Option.(23)
10.34	Amendment No. 1 to Letter Agreement dated February 15, 2007.(24)
10.35	Agreement and Plan of Merger dated February 15, 2007 between Verde River Iron Company, LLC, Transylvania International, Inc., Clarkdale Minerals LLC and Searchlight Minerals Corp.(24)
10.36	Special Warranty Deed dated February 15, 2007.(24)
10.37	Bill of Sale dated February 15, 2007.(24)
10.38	Agreement between Transylvania International, Inc. and Reynold P. Radoccia, Architect dated November 14, 2005.(24)
10.39	Effluent lease dated August 25, 2004 between Town of Clarkdale, Transylvania International, Inc. and Verde River Iron Company, LLC.(24)
10.40	Articles of Merger between Transylvania International, Inc. and Clarkdale Minerals LLC dated February 15, 2007.(24)
10.41	First Amendment to Employment Agreement dated February 16, 2007 between Searchlight Minerals Corp. and Ian McNeil.(25)
10.42	First Amendment to Employment Agreement dated February 16, 2007 between Searchlight Minerals Corp. and Carl Ager.(25)
10.43	First Amendment to Employment Agreement dated February 16, 2007 between Searchlight Minerals Corp. and Melvin Williams.(25)
10.44	Non-Exclusive Agency Agreement dated February 9, 2007 between Empire Financial Group, Inc. and Searchlight Minerals Corp.(26)
10.45	Agency Agreement dated January 30, 2007 between S&P Investors, Inc. and Searchlight Minerals Corp.(26)
10.46	Agency Agreement dated January 31, 2007 between Zuri Invest Limited and Searchlight Minerals Corp.(26)
10.47	Agency Agreement dated March 21, 2007 between D&D Securities Company and Searchlight Minerals Corp.(27)
10.48	2007 Stock Option Plan.(31)
14.1	Code of Ethics.(21)
21.1	List of Subsidiaries.(28)
23.1	Consent of Kyle L. Tingle, CPA, LLC
23.2	Consent of Brown Armstrong, Paulden, Mccown, Starbuck, Thornburgh & Keeter Accountancy Corporation
23.3	Consent of R.F. Hewlett, M.S., PhD.
23.4	Consent of Charles Ager, PhD, P.Eng., P.Geo.
23.5	Consent of Mountain States R&D International Inc.
23.6	Consent of Independent Mining Consultants
23.7	Consent of Arrakis, Inc.
99.1	Audited Financial Statements of Transylvania International, Inc. for the years ended December 31, 2006 and December 31, 2005.(24)

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Exhibit
Number	Description of Exhibits
99.2	Unaudited Pro Forma Combined Balance Sheet and Statement of Operations giving effect to Searchlight Minerals Corp.’s acquisition of Transylvania International, Inc., effective February 15, 2007 (29)
99.3	Audit Committee Charter.(21)
99.4	Disclosure Committee Charter.(6)

Notes:

(1)	Filed with the SEC as an exhibit to our Registration Statement on Form 10-SB originally filed on July 11, 2000.
(2)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on April 1, 2002.
(3)	Filed with the SEC as an exhibit to our Form 8-K filed on December 22, 2003;
(4)	Filed with the SEC as an exhibit to our Form S-8 Registration Statement filed on April 10, 2002.
(5)	Filed with the SEC as an exhibit to our Form S-8 filed on June 30, 2003.
(6)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on April 13, 2004.
(7)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on April 13, 2004.
(8)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on April 15, 2005.
(9)	Filed with the SEC as an exhibit to our Second Amended Registration Statement on Form SB-2/A filed on October 30, 2006.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 24, 2005.
(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 16, 2005.
(12)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on August 22, 2005.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 14, 2005.
(14)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 28, 2005.
(15)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on November 21, 2005.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2005.
(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 2, 2006.
(18)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on April 3, 2006.
(19)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on May 15, 2006.
(20)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on August 14, 2006.
(21)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 27, 2006.
(22)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 28, 2006.
(23)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 16, 2007.
(24)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 22, 2007.
(25)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 23, 2007.
(26)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 5, 2007.
(27)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 29, 2007.
(28)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on April 17, 2007.
(29)	Filed with the SEC as an exhibit to our Amended Current Report on Form 8-K/A filed on April 26, 2007.
(30)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 4, 2007.
(31)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 10, 2007.

ITEM 28.           UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1.	To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
	(a)	Include any prospectus required by section 10(a)(3) of the Securities Act;
	(b)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price

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	represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and.
(c)	Include any additional or changed material information on the plan of distribution.

2.	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the Offering.
4.	For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
	(a)	Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
	(b)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
	(c)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
	(d)	Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Henderson, State of Nevada, on June 12, 2007.

	SEARCHLIGHT MINERALS CORP.
By:	/s/ Ian R. McNeil
	IAN R. McNEIL
	President and Chief Executive Officer
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this amended Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Ian R. McNeil	Chief Executive Officer, President	June 12, 2007
IAN R. McNEIL	and Director
	(Principal Executive Officer)
/s/ Carl S. Ager	Vice President, Secretary, Treasurer	June 12, 2007
CARL S. AGER	and Director
/s/ Melvin L. Williams	Chief Financial Officer	June 12, 2007
MELVIN L. WILLIAMS	(Principal Accounting Officer)
/s/ Harry B. Crocket	Director	June 12, 2007
HARRY B. CROCKETT
		June 12, 2007
/s/ Robert D. McDougal	Director
ROBERT D. McDOUGAL