BAKER & HOSTETLER LLP

12100 Wilshire Boulevard

15th Floor

Los Angeles, CA 90025-7120

May 7, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549-0404

Attn: Russell Mancuso, Legal Branch Chief

Re:           Searchlight Minerals Corp.

Registration Statement on Form S-1/A

(File No. 333-132929)

Form 10-KSB for the Fiscal Year Ended

December 31, 2007

(File No. 0-30995)

Dear Mr. Mancuso:

On behalf ofSearchlight Minerals Corp. (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Commission”), dated March 5, 2009 (the “Comment Letter”) relating to the above-referenced Registration Statement on Form S-1 (File No. 333-132929) which was filed on February 12, 2009.  The Company also has responded to the Comment Letter by the filing of the Pre-Effective Amendment No. 7 to the Registration Statement on Form S-1/A (the “Amended Registration Statement”) withthe Commission.  The Amended Registration Statement has been filed electronically pursuant to EDGAR, and we will provide you with an additional copy, marked to show all changes.

The following responses correspond to the numbered paragraphs in your Comment Letter.  The responses and undertakings contained in this letter are the positions of the Company.  For your convenience, we have set forth each comment in bold typeface and included the Company’s response below the relevant comment:

Form S-1 Amendment

Risk Factors, page 4

1. We note your response to prior comment 4.  We are not making a determination at this time regarding the accuracy of your analysis or conclusions.  We remind you of your representations mentioned at this end of this letter that must accompany your request for acceleration of the effective date of this registration statement.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 2

The Company acknowledges the Staff’s comment and the requirement of the letter to be furnished to the Commission, including the representations to be made in such letter, in connection with a request for acceleration of the effective date of the Registration Statement.

Our Rights under the Searchlight Claims, page 8

2. We reissue prior comment 5 in part.  Please clarify:

· whether “the eight locators” were the prior owners who conveyed the claims to you;

· why you do not know whether there was a discovery made before those locators conveyed the claim;

· what it means for an association to be “properly assembled” and why the assembly would affect the validity of a claim;

· why the existence of a “dummy locator” would affect the validity of a claim;

· why the discoveries on your claims have not “imploded” the claims to 20 acres; and,

· whether you have adequate discovery under Bureau of Land Management standards to maintain each claim.

Also, with a view toward disclosure, explain to us the statutoryrequirements mentioned at the end of the second paragraph.

In response to your comments, the Company has revised and updated the disclosure at page 9 in the risk factor with respect to the issues raised in the comment regarding the Searchlight Claims.

Selling Stockholders, page 19

3. We note your response to prior comment 12.  The exhibits cited appear to be forms of agreement rather than final agreements.  For example, the filed agreements do not identify the subscribers or the number of units subscribed.  Please file the final agreements or tell us why you believe the agreements as filed meet the form requirements.

The subscription agreements were form agreements executed by the subscribers in connection with the various private placements.  Therefore, instead of filing each subscription agreement, the Company has filed a supplemental list with respect to each private placement which sets forth the name of each subscriber, the number of securities purchased by each subscriber and the purchase price paid by each such subscriber.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 3

4. Please expand your response to prior comment 13 to tell us the authority on which the board relied to unilaterally revise the terms of the warrants.  Include in your response a reference to the specific provision of the relevant exhibit that permits the revisions.

As described in the Registration Statement (No. 333-132929) and addressed in the Company’s February 12, 2009 response to the Staff’s Comment Letter, dated January 23, 2009, in connection with the closings of certain private placements on February 23 and March 22, 2007, the Company issued, in pertinent part, warrants (collectively the “Private Placement Warrants”) to purchase up to 3,839,262 shares of common stock (the “Underlying Shares”), including 3,660,917 Private Placement Warrants issued to investors (the “Investor Warrants”), and 178,345 Private Placement Warrants issued to participating brokers (the “Broker Warrants”).  The Registration Statement was amended on June 15, 2007 to cover 3,115,978 of the Underlying Shares of common stock related to the Private Placement Warrants.  The Private Placement Warrants had an exercise price of $4.50 per share and were set to expire at various times between February 23, 2009 and March 21, 2009.

On December 29, 2008, the Board of Directors of the Company unilaterally authorized the revision of the terms of the Private Placement Warrants.  The following material amendments to the Private Placement Warrants were adopted by the Company’s Board of Directors, without any negotiation with the investors:

·           the expiration date of the Private Placement Warrants was extended from various times between February 23, 2009 and  March 21, 2009 to March 1, 2010;

·           the exercise price of the Private Placement Warrants was decreased from $4.50 to $2.40 per share;

·           the call provision in the Investor Warrants was amended so that all of such Investor Warrants are callable for cancellation by the Company if the volume weighted average price of the common stock exceeds $4.40 per share for 20 consecutive trading days and there is an effective registration statement registering the shares of common stock underlying the Investor Warrants at the time of the call of the Investor Warrants.  The Investor Warrants were originally callable by the Company if the common stock traded above $6.50 per share for 20 consecutive trading days; and

·           the amended call provision described above in the Investor Warrants was added to the Broker Warrants.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 4

Although there is no specific provision in the Private Placement Warrants addressing amendments, under Nevada law, the Company and the warrant holders may modify the Private Placement Warrants, either orally or in writing, whether or not there is a specific provision in the Private Placement Warrants permitting their amendment.  Clark County Sports Enter. v. City of Las Vegas, 606 P.2d 171, 172 (Nev. 1980); Sanson Inv. Co. v. Cleland, 625 P.2d 566, 567 (Nev. 1981).  Further, under Nevada law, there is no prohibition against the Company’s unilaterally seeking to amend the Private Placement Warrants.  All that is required for the amendments to be binding against the Company is the warrant holders’ acceptance of any such amendments, which acceptance may be implied from the warrant holders’ subsequent conduct, and which does not even require acceptance in writing.  See Clark County, 606 P.2d at 172; Sanson, 625 P.2d at 567; see also Holland v. Crummer Corp., 368 P.2d 63, 66 (Nev. 1962); Jensen v. Jensen, 753 P.2d 342, 344 (Nev. 1988); In Re Desert Enter., 87 B.R. 631, 633 (Bankr. D. Nev. 1988); Charleston Hill Nat’l Mines, Inc. v. Clough, 380 P.2d 458, 461 (Nev. 1963).

Charleston Hill Nat’l Mines, Inc. v. Clough illustrates how conduct can be deemed acceptance.  In Charleston Hill, defendant issued two promissory notes to plaintiff.  Id. at 458-59.  After the notes went unpaid, plaintiff sued.  Id.  Defendant argued that the notes were not valid contracts because they were only signed by defendant.  Id. at 461.  The Nevada Supreme Court disagreed.  Id.  The court stated the following rule: “ ‘It is not always necessary, in order to give validity to a contract, that it should be signed by both parties; it may be sufficient if it be signed by one party and accepted, held, and acted upon by the other.’ ”  Id. (quoting Gladden v. Keistler, 140 S.E. 161, 164 (S.C. 1927).  Notwithstanding that the notes were only signed by defendant, the court found that the notes became binding against the defendant upon plaintiff’s acceptance of the notes, which was signified, in that case, by plaintiff’s bringing an action to enforce the notes’ payment.  Id.

By the Company’s adopting the amendments, the Company has created a binding contractual obligation enforceable against the Company if the warrant holders attempt to exercise the amended Private Placement Warrants.  See Id.  Indeed, similar to plaintiff’s acceptance of the notes in Charleston Hill, all that the warrant holders must do to enforce the amended Private Placement Warrants against the Company is to exercise the Private Placement Warrants in accordance with terms of the amendments.  If the warrant holders seek to exercise the Private Placement Warrants in accordance with the terms of the amendments, the amendments would be binding against the Company and the Company would not be able to reinstate their original terms, even if doing so would benefit the Company.  See, e.g., Matanuska Valley Farmers Cooperating Ass’n v. Monaghan, 188 F.2d 906, 910 (Alaska 1951).

If the warrant holders exercise the Private Placement Warrants, the act of exercising will be deemed acceptance of the amendments and the Company and the warrant holders will be bound by the terms of the amendments.  If the warrant holders do not exercise the amended Private Placement Warrants, the Private Placement Warrants will lapse without exercise and become null and void in accordance with their amended terms.  If the warrant holders, by some act or omission other than the failure to exercise the Private Placement Warrants, do not accept the amendments to the Private Placement Warrants, the Private Placement Warrants will already have lapsed and become null and void in accordance with their original terms.  Further, if the warrant holders attempt to reject one of the amended provisions, then they necessarily reject all of the amendments.  Similarly, if the warrant holders exercise the Private Placement Warrants, the Company cannot refuse the enforcement of one of the amended provisions.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 5

It should be noted that the warrant holders have never been and are currently not obligated to exercise the Private Placement Warrants.  Similarly, the warrant holders are free to elect whether or not to exercise the amended Private Placement Warrants.

If the Company’s Board of Directors had not adopted the December 29, 2008 amendments, the Private Placement Warrants would already have expired by their original expiration dates (at various times between February 23, 2009 and March 21, 2009, as the case may be).  By adopting the amendments, the Company sought to amend the Private Placement Warrants to the benefit of the warrant holders by extending the Private Placement Warrants’ expiration dates and, in addition, by reducing their exercise price.

Although the December 29, 2008 amendments also would have allowed the Company to call the Private Placement Warrants if, during a specified period, the Company’s common stock reaches a lower price than in the original Private Placement Warrants and also would have permitted the Broker Warrants to be called, in the event of such a call, the Company would have simply been shortening the term of the amended extension period of the Private Placement Warrants, which otherwise would already have expired in accordance with their original terms.  Further, the warrant holders would have had the ability to exercise the amended Private Placement Warrants prior to the call date.  Therefore, even if the Private Placement Warrants would have been called under the December 29, 2008 amendments, the warrant holders would have been in no worse position than under the original provisions of the Private Placement Warrants because the Private Placement Warrants would already have expired in accordance with their original terms.

In summary, the Company believes that the December 29, 2008 amendments to the Private Placement Warrants by the Company are permissible under Nevada law and are binding against the Company, and the warrant holders are free to accept or reject the amendments by virtue of their decision whether or not to exercise the amended Private Placement Warrants in accordance with their amended provisions.

However, in our discussions, the Staff raised a concern as to whether all of the December 29, 2008 modifications to the Private Placement Warrants strictly fell within the express safe harbor provisions set forth in the Staff’s Securities Act Compliance and Disclosure Interpretations (“CDI”), Section 203.1 (last updated November 26, 2008).  The Company always has intended that any modification to the Private Placement Warrants fall within an acceptable safe harbor under the Securities Act of 1933, as amended (the “Securities Act”).  At the time that the Company’s Board of Directors unilaterally resolved to amend the provisions of the Private Placement Warrants, the Company would have determined that any proposed modification fall within such a safe harbor, and that the Board reserved the right to amend and restate any such modification accordingly to comply with such safe harbor provisions.  The Company believes that the Board of Directors acted in a good faith belief that the December 29, 2008 modifications complied with the Securities Act.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 6

Although the Company believes that all of the December 29, 2008 modifications are appropriate and in compliance with the Securities Act, in order to address the Staff’s expressed concerns, the Company now proposes to amend and restate the modifications to the Private Placement Warrants further, as follows:

·           The Company will restore the call provisions of the Investor Warrants to their original terms and conditions.  The Investor Warrants will be callable for cancellation by the Company if the volume weighted average price of the common stock exceeds $6.50 per share for 20 consecutive trading days and there is an effective registration statement registering the shares of common stock underlying the Investor Warrants at the time of the call of the Investor Warrants.

·           The Company will delete the call provision in the Broker Warrants.

Further, in reliance on the express safe harbor provisions of CDI Section 203.1, the Company will retain the modifications to the Private Placement Warrants in connection with which:

·           the expiration date of the Private Placement Warrants has been extended from various times between February 23, 2009 and March 21, 2009 to March 1, 2010;

·           the exercise price of the Private Placement Warrants has been decreased from $4.50 to $2.40 per share.

With respect to the proposed amendment and restatement of the Private Placement Warrants concerning the call provisions, the Company believes that such further modifications comply with the safe harbor provisions of Section 203.1.

The Company reiterates, as set forth in the Registration Statement, that the initial modification was adopted by the Board of Directors unilaterally and without any negotiations with the warrant holders.  The proposed amendment and restatement of the call provision, similarly, would be adopted unilaterally by the Board of Directors and without any negotiations with the warrant holders.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 7

The Company notes the prior discussion of Nevada law in the Company’s initial draft response with regard to the unilateral amendments to the Private Placement Warrants.  See Clark County Sports Enter. v. City of Las Vegas, 606 P.2d 171, 172 (Nev. 1980); Sanson Inv. Co. v. Cleland, 625 P.2d 566, 567 (Nev. 1981).  See also Holland v. Crummer Corp., 368 P.2d 63, 66 (Nev. 1962); Jensen v. Jensen, 753 P.2d 342, 344 (Nev. 1988); In Re Desert Enter., 87 B.R. 631, 633 (Bankr. D. Nev. 1988); Charleston Hill Nat’l Mines, Inc. v. Clough, 380 P.2d 458, 461 (Nev. 1963).

In this case, the Company notes that none of the Private Placement Warrants have been exercised by any of the warrant holders to date.  Further, the Company notes that the “call provision” of the Private Placement Warrants has not been exercised by the Company to date.  As such, the subsequent conduct of acceptance of the Private Placement Warrants has not been and will not be effected until the Private Placement Warrants are exercised, if at all.  We note the Staff’s “no-action” letter in Janex International, Inc. (dated April 2, 2006), involving circumstances where an issuer unilaterally amended warrant certificates for the purposes of extending the term and reducing the exercise price of certain registered warrants for the purpose of adding to the issuer’s working capital the proceeds which might be received from the exercise of the warrants, and to protect the interests of those persons who held such warrants.

As the Company’s initial modification of the Private Placement Warrants was effected unilaterally, the further unilateral amended and restated modification, prior to the exercise of the Private Placement Warrants, comports with the Company’s intention to modify the Private Placement Warrants within acceptable safe harbor standards under the Securities Act.  Therefore, the restoration of the original call provisions would act as if the initial call modifications had never been effected.

The Company further notes that the amended and restated modifications will be carried out by an appropriate amendment to the Private Placement Warrant certificates, by advising the warrant holders, in writing, of the amendment and restatement of the Private Placement Warrants and of its effect by exchanging any old warrant certificates for new certificates.  The Company will receive no value from the modifications and no commission or other remuneration will be paid or given, directly or indirectly, in connection therewith.

The Company believes that the “distribution” of the new warrant certificates would not be subject to Section 5 of the Securities Act because no “sale” or “offer,” as defined in Section 2(3) of the Securities Act, is involved and that no investment decision has been made with respect to such unilateral modifications by the warrant holders.  Further, the Company believes that such a “distribution” would be exempt from the registration provisions of the Securities Act pursuant to Section 3(a)(9) thereof because the modified Private Placement Warrants would be exchanged with existing warrant holders exclusively, and no commission or other remuneration would be paid or given, directly or indirectly, in connection with such exchange.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 8

The Company also notes that all warrant holders are “accredited investors,” as contemplated by Regulation D, Rule 501(a), and/or are not “U.S. persons,” as contemplated by Regulation S, Rule 902(k), and that such transactions, if deemed to be “offers” or “sales” under the Securities Act, would be exempt under Rule 506 of Regulation D and/or Regulation S of the Securities Act.

In furtherance of these contemplated modifications, the Company has filed an amendment to the current Registration Statement (at pages 21-22 in the section entitled “Selling Stockholders,” which describes the amendment and restatement of the Private Placement Warrants), subject to the Staff’s review and comment process.

Based on the foregoing, the Company believes the concerns raised by the Staff regarding the materiality of the warrant modifications has been reduced and there is no longer a material risk disclosure concern with respect to the Registration Statement.

In addition, per the Staff’s request, we have attached to this letter copies of certain correspondence to the Staff in relation to this response.

Operating Expenses, page 39

5. Please clarify the nature of the “accounting support services” paid to Cupit, Milligan during the periods presented so that investors can understand why you are paying those amounts in addition to the CFO’s salary and why those amounts are not included in the compensation table for your CFO.

In response to your comments, the Company has revised and updated the disclosure regarding operating expenses at page 43 in the section entitled “Results of Operations – Operating Expenses.”

Acquisition of Clarkdale Slag Project, page 52

6. We reissue prior comment 28 in part.  Please tell us which provision of exhibit 10.20 limits the royalty to a 50% interest.

In response to your comments, the Company refers the staff to Exhibit 10.18, the Assignment Agreement, dated for reference June 1, 2005, between Searchlight Minerals Corp. and Nanominerals Corp.  The Company notes Section 2(b) of the Assignment Agreement, which provides, in pertinent part, as follows:

“2.  NMC agrees to assign its interest in the Project Agreement to SMC subject to the following terms and conditions:

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 9

b.  Assignment to NMC, or its designates, of a five percent (5%) Net Smelter Return Royalty payable from SMC’s share of production from the Project…”

Further, the Joint Venture Agreement is attached as Exhibit A to the Assignment Agreement.  Pursuant to Section 3 of the Joint Venture Agreement, Nanominerals held a 50% interest in the related Joint Venture between VRIC and Nanominerals.  In connection with the assignment of the 50% interest in the Joint Venture to the Company, the Company assigned to Nanominerals a 5% royalty payable from the Company’s then 50% interest in the Joint Venture.  That 5% royalty would be equivalent to a 2.5% interest in the entire Joint Venture.

Further, the Company refers the staff to Exhibit 10.30, the Letter Agreement dated November 22, 2006 among Verde River Iron Company, LLC, Harry B. Crockett, Gerald Lembas and Searchlight Minerals Corp.  The Company notes Section 1 of the Letter Agreement, which provides, in pertinent part, as follows:

“Except as otherwise specifically provided in this Letter Agreement, upon Closing of the Transaction, this Letter Agreement shall supersede any and all other prior agreements between the parties relating to the processing and extraction of minerals from a copper smelter slag of approximately 200 acres located on 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 (the Project) including, but not limited to, the Joint Venture Agreement dated May 20, 2005, between VRIC and Nanominerals Corp. (the JVA).”

Further, the Company notes Section 3(e) of the Letter Agreement, which provides, in pertinent part, as follows:

“3.  As consideration for the acquisition of the assets of TI by SMC as a statutory merger under the laws of the State of Nevada and the Code, on January 15, 2007, (the Closing Date), SMC shall:

e.  grant to VRIC a royalty consisting of 2.5% of the Net Smelter Returns (as defined in Schedule A hereto, hereinafter referred to as the Royalty), on any and all proceeds of production from the Project; and pay to VRIC $500,000 annually (subject to Force Majeure as defined in the JVA) 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 this Agreement is executed by the parties hereto…”

 

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 10

As a result, of these transactions, the Company became the sole owner of the Clarkdale property, and each of Nanominerals and VRIC held a 2.5% royalty interest in the entire Clarkdale Slag Project.  The Company and Nanominerals have operated with the understanding that the Nanominerals’ 5% royalty interest was based on the then 50% joint venture interest in the Clarkdale Slag Project and that the 5% royalty interest has been diluted to a 2.5% royalty interest in the entire Clarkdale Slag Project following the asset acquisition of the Clarkdale property.

Further, as noted at page 56 in the section entitled “Business - Reorganization with Transylvania International, Inc., the Company has disclosed that ”[u]nder the terms of these agreements, the parties terminated the Joint Venture Agreement.”  Therefore, the 50% interest in the Joint Venture no longer exists, since the Joint Venture has been terminated.  Rather, the royalty payments for both Nanominerals and VRIC  are based on proceeds from the Clarkdale Slag project, which is entirely owned by the Company.

We are forwarding a copy of the relevant portions of these previously filed agreements for the convenience of the staff.

7. Please update your response to prior comment 29 when you believe that Nanominerals disclosed the transactions mentioned in this section per Section 16 of the Exchange Act.  Also, please:

· ask your affiliates related to Nanominerals to tell us what they have done to ensure compliance with Section 16;

· tell us when the shares issued in your Transylvania transaction were reported under Section 16 of the Exchange Act; and

· tell us where you have provided related disclosure required by Regulation S-K Item 405.

In response to your comments:

(1)  On April 3, 2009, Nanominerals Corp. filed an amendment to its Form 3 filing and made two additional Form 4 filings with respect to the 16,000,000 shares owned by Nanominerals.  These filings conform with the Company’s understanding of the transactions in the Company’s common stock with respect to Nanominerals, and as described on page 102 in the section entitled “Certain Transactions Between Nanominerals and Other Stockholders.”

(2)  On March 5, 2007, Harry B. Crockett filed a Form 3 with respect to the number of shares which he acquired in connection with the Transylvania transaction.  Mr. Crockett also became a director of the Company in connection with the Transylvania transaction.  Mr. Crockett currently is the beneficial owner of approximately 7.18% of the Company’s common stock.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 11

(3)  The Company has revised and updated the disclosure regarding Section 16 compliance at page 89 in the section entitled “Compliance with Section 16 of the Securities Exchange Act of 1934.”

8. With a view toward clarification of your disclosure added in response to prior comment 30, please tell us who were the prior owners that created the slag and how you concluded that they did not possess the expertise or understanding that you have.  In this regard, we note the first full risk factor on page 14.  Also tell us about each of the owners of the slag since it was created and what you know about why their efforts to extract metals from the slag were not pursued.

In response to your comments, the Company has revised and clarified the disclosure at page 56 to focus on the expertise and financial capability of Transylvania International, Inc., the prior owners of the Clarkdale property during the period from 1983 until 2007.  The Company previously had disclosed the relative lack of technical experience and financial commitment of the prior owners with respect to the development of the Clarkdale property.  In regard to the staff’s observation regarding the technical background of the Company’s management, the Company notes the disclosures throughout the registration statement regarding the technical consultants engaged by the Company and the series of private placement financings conducted by the Company.

9. It is unclear where you responded to the third sentence of prior comment 30, which we reissue.

In response to your comments, the Company has revised and clarified the disclosure at page 56 to revise the language regarding the indications from the studies on the Company’s belief of its ability to “pursue the project economically” to the Company’s belief that “precious metals existed in potentially economic quantities.”

10. We note your disclosure on page 56 regarding nine months of delay in response to prior comment 31.  Please show us how that delay is reconcilable to the time line mentioned on pages 39 and 40 of your amendment filed June 15, 2007.

In response to your comments, the Company has revised the disclosure at page 58 to clarify the period of delay in the construction timeline and the increase in projected construction costs since June 2007.

 United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 12

Extraction, page 65,

11. We note your response to prior comment 32.  Please clarify what you mean by “high efficiency.”  Also, provide us support for this disclosure.  For example, what have your prior tests shown regarding efficiency?

In response to your comments, the Company has revised and clarified the disclosure at page 68 to revise the language regarding the “high efficiency” of recovery.

Management, page 78

12. We note your response to prior comment 35.  However, if you have never provided disclosure about the management and significant employees of your current business, as would be required if the current business became a reporting company directly rather than through Page Genomics, it is unclear why you do not believe such information need not be provided.  See Rule 408.

In response to your comments, the Company notes that Dr. Ager has never been a director, executive officer or employee of the Company and that the Company had entered into the option agreement with the Searchlight Claim Owners before acquiring the rights in the Joint Venture Agreement with Nanominerals regarding the Clarkdale Slag Project, and, therefore, the Company had changed the focus prior to the latter acquisition.  However, the Company has provided disclosure regarding the technical experience and educational background of Dr. Ager at pages 100-101 in the section entitled “Transactions with Nanominerals Corp. and Affiliates.”

Executive Compensation, page 84

Compensation Analysis and Discussion, page 84

Compensation Philosophies and Objectives, page 84

13. Please revise to discuss how you consider the level of an officer’s stock ownership in setting compensation.  You state compensation is “significantly below average” as a result of this policy.  Also, reconcile this with disclosure that you believe your compensation is “approximately in the middle range” of the selected peer group, and provide us a copy of the analysis on which this disclosure is based.

In response to your comments, the Company has revised and clarified the disclosure at page 90 in the third and sixth paragraphs of the section entitled “Compensation Philosophy and Objectives.”  We have attached a copy of the related analysis of the selected peer group with this response.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 13

14.        Please disclose the basis for your statement that the level of stock ownership of your executives is high.

In response to your comments, the Company has revised and clarified the disclosure at page 90 in the third paragraph of the section entitled “Compensation Philosophy and Objectives.”

15. We note your risk factor regarding your officers’ lack of “formal training in the specific technicalities of mineral exploration.”  With a view toward clarified disclosure, please tell us how this factor impacted your compensation policies and levels.

In response to your comments, the Company has revised and clarified the disclosure at page 91 in the section entitled “2008 Executive Officer Compensation Components-Base Salary.”

2007 Executive Officer Compensation Components, page 86

16. Please update your disclosure to address fiscal 2008 compensation components.

In response to your comments, the Company has updated the disclosure to address fiscal 2008 compensation components at pages 91-92 in the section entitled “2008 Executive Officer Compensation Components.”

17. Please refer to prior comment 39.  It is unclear where you responded to the fourth bullet point.  Please revise or advise.

In response to your comments, the Company has revised and clarified the disclosure at page 91 in the section entitled “2008 Executive Officer Compensation Components-Base Salary.”

18. Please clarify the extent to which you adjusted compensation from the amounts paid in comparable companies based on subjective factors.  Also discuss why you made those adjustments.

In response to your comments, the Company has revised and clarified the disclosure at page 91 in the section entitled “2008 Executive Officer Compensation Components-Base Salary.”

19. Please discuss why you needed to “realign salaries with market levels.”  Did market salaries change to the same extent that the committee adjusted executive salaries?  Why did this “realignment” result in different changes among your officers?

In response to your comments, the Company has revised and clarified the disclosure at page 91 in the section entitled “2008 Executive Officer Compensation Components-Base Salary.”

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 14

20. We note you disclosure regarding the increased time commitment of Mr. Williams.  Please disclose the portion of his time that he devoted to your company both before and after the increase.

In response to your comments, the Company has revised and clarified the disclosure at page 92 in the final paragraph of the section entitled “Employment Arrangements, Severance and Change of Control Benefits.”

Tax and Accounting Treatment of Compensation, page 88

21. Please revise to clearly explain how the tax issues you present here affect your compensation programs and decisions given your disclosure regarding the types and levels of your executives’ compensation.

In response to your comments, the Company has revised and clarified the disclosure at pages 93-94 in the third and final paragraphs of the section entitled “Tax and Accounting Treatment of Compensation.”

Certain Relationships and Related Transactions, page 92

22. We note your disclosure in response to prior comment 41 that you do not have policies or procedures for the review, approval or ratification of related-party transactions.  Please reconcile with your disclosure on page 99 that transactions with affiliates will be approved by “a majority of our independent, disinterested directors…”  You should clarify how these policies and procedures are evidenced and the standards to be applied.  Also you should clarify the distinction between what you mean by transactions with “affiliates” and transactions required to be reported under Regulation S-K Item 404(a).

In response to your comments, the Company recently has adopted a written Related Person Transactions Policy, which is described at pages 86-88 in the section entitled “Related Person Transactions Policy.”  Further, the Company has revised and clarified the disclosure with respect to its related person transactions policies at page 99 in the section entitled “Certain Relationships and Related Transactions-General.”

23. Regarding your response to prior comment 42, please provide us a table that clearly shows:

· each promoter and each other person mentioned in Regulation S-K Item 404(c)(2);

· the assets Searchlight Minerals acquired from such person;

· the principle followed in determining the amount at which Searchlight Minerals would acquire the assets from such person or entity;

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 15

· the identity of the person making the determination of the amount at which Searchlight Minerals would acquire the assets;

· the relationship of that person to Searchlight Minerals;

· when assets were acquired by the seller, and if this acquisition date was within two years prior to the transfer of the assets to Searchlight Minerals, the cost of those assets to such person; and,

· where you disclosed in this section each of the items addressed in the bullet points above.

In response to your comments, the Company has revised and clarified the disclosure at page 100 in the section entitled “Certain Relationships and Related Transactions-Transactions with Nanominerals Corp. and Affiliates.”  The Company has added a new paragraph with bullet point presentation for the purpose of addressing the specific issues raised by the staff’s comments.

Transactions with Nanominerals Corp. and Affiliates, page 94

24. We note your response to prior comment 48.  It appears from your disclosure that Nanominerals has no employees and the consulting work for you is performed primarily by Dr. Ager.  If Nanominerals has no other significant revenue sources please so disclose.

In response to your comments, the Company notes that the Report on Form 10-K for the year ended December 31, 2008 and the Report on Form 10-K for the year ended December 31, 2007, filed by Ireland Inc., a publicly traded, mining related company, which is an affiliate of Nanominerals, disclosed as follows:

§           During the year ended December 31, 2008, Ireland incurred fees payable to Nanominerals of $420,000 for technical and financing related services.  In addition, Ireland incurred $33,354 in respect to reimbursable expenses paid for by Nanominerals, and

§           During the year ended December 31, 2007, Ireland incurred fees payable to Nanominerals of $645,000 for technical services and financing related services.  In addition, Ireland reimbursed Nanominerals an aggregate of $626,314 for expenses.

The Company has disclosed at page 105 in the section entitled “Consulting Arrangement with Nanominerals” that: (i) for the year ended December 31, 2007, the Company incurred total fees and reimbursement of expenses to Nanominerals of $360,000 and $105,346, respectively, and (2) for the year ended December 31, 2008, the Company incurred total fees and reimbursement of expenses to Nanominerals of $360,000 and $104,269, respectively. Therefore, based on the amount of fees earned by Nanominerals from Ireland Inc., the Company believes that it would not be reasonable or accurate to disclose that “Nanominerals has no other significant revenue sources.”

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 16

25. Please tell us where you summarize Dr. Ager’s report regarding gold on the Searchlight property mentioned in the second bullet point on page 96 and why exhibit 23.2 does not address the report.

In response to your comments, the Company has revised the disclosure at page 103, in the section entitled “Consulting Arrangement with Nanominerals,” to delete the reference to the report.  The findings of Dr. Ager’s report regarding the Searchlight property have been superseded by the findings of the Arrakis report, which have been summarized elsewhere in the Registration Statement.

Security Ownership, page 100

26. Given that the definition of beneficial ownership in Rule 16a-1(a)(2) differs from the definition under Rule 13d-3 and your disclosure in this table should be determined in accordance with Rule 13d-3, the purpose your reference in footnote 9 to a filing pursuant to Section 16 is unclear.  Therefore, we reissue prior comment 55.

In response to your comments, the Company has revised and clarified the disclosure at page 107, footnote 9, in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Rule 144, page 103

27. Please revise the second bullet point to reflect the issue explained in question and answer 133.02 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Securities Act Rules available on our web site at http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

In response to your comments, the Company has revised and clarified the disclosure at page 109 in the section entitled “Shares Eligible For Future Sale – Rule 144.”

Financial Statements, page F-1

28. Please update the financial statements as required by Rule 3-12 of Regulation S-X.

In response to your comments, the Company has updated the financial statements as required by Rule 3-12 of Regulation S-X.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 17

Note 1. Description Of Business, History And Summary Of Significant Policies

Impairment of long-lived assets, page F-14 and F-56

29. We note your disclosures on page 32 that you filed an appeal on January 13, 2009 of the BLM’s decision regarding the closing of your Notice of Intent and should you be unsuccessful with your appeal to the BLM, you will prepare and submit a new Plan of Operations taking into account the Desert Tortoise issue and “that the average time frame for approval of a plan of operation by the Las Vegas, Nevada breach office of the BLM since January 1, 2000 has been approximately four years and five months.”  Please disclose the impact that these delays have on your assessment of the recoverability of the mineral properties assets related to the Searchlight Gold Project.  In addition, disclose the consideration you have given to the requirements of paragraph 8.c. of SFAS 144 in your assessment of the recoverability of these assets.

In response to your comments, the Company has revised Notes 1 (Description of Business, History and Summary of Significant Policies - Impairment of Long-Lived Assets) and 4 (Mineral Properties – Mining Claims) to the financial statements accordingly.

30. Please provide an update of the status of the Clarkdale Slag Project in your next amendment and discuss the impact that any delay in the project or change in your original exploration and evaluation plan (or failure to meet your planned milestones) has on the assessment of recoverability of these significant assets.

In response to your comments, the Company has updated the status of the Clarkdale Slag Project in the Registration Statement.  There have been no additional delays in the project or changes in the Company’s original exploration and evaluation plan (or failure to meet your planned milestones) since the filing of the prior amendment to the Registration Statement, so there has been no related impact to disclose.  However, the Company notes the revision to the disclosure at page 58 addressed in the Company’s response to Comment 10 to clarify the period of delay in the construction timeline and the increase in projected construction costs since June 2007.

Note 3. Merger with Transylvania International, Inc., page F-20

31. We note your response to prior comment 61 in our letter dated January 23, 2008.  Please revise to clearly disclose that the property is without known reserves and the proposed program is exploratory in nature in accordance with Industry Guides promulgated by the Commission, Guide 7 paragraph (a)(4)(i).  Additionally, in accordance with Rule 5-02(17) of Regulation S-X any significant addition to other assets should be explained in a note to the financial statements.  In addition, we note your disclosures on page F-22 that you allocated the $130 million purchase price based on the estimated fair values, including independent appraisals and “management’s best estimates taking into account all available information at the time.”  Please disclose the significant estimates and assumptions used to determine the estimated fair values of the assets and liabilities acquired in Note 3 and in critical accounting policies.

In response to your comments, the Company has revised Note 3 (Clarkdale Slag Project) to the financial statements accordingly.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 18

Other Expenses, page II-1

32. Please tell us when you plan to file the amendment with the information required by Item 511 of Regulation S-K.

The Company intends to file the information required by Item 511 of Regulation S-K in the next amendment to the Registration Statement.

Signatures

33. Please do not change the text that the current version of Form S-1 requires on the Signatures page.

In response to your comments, the Company has revised the signature page in accordance with the requirements of the current version of Form S-1.

Exchange Act Reports

34. We note your responses to prior comment 68 and your undertakings to amend your reports.  Please advise us of the date you intend to file.

The Company intends to file the amendments to its periodic reports by the end of May 2009.

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Item 8A(T). Controls and Procedures, page 51

35. We note your response to prior comment 72 in your letter dated January 23, 2009 that you continue to believe that your disclosure controls and procedures were and are effective.  However, we reference your disclosure on page 37 of the Form S-1 that “Management has identified internal control deficiencies which resulted in the material restatements described above, which, in management’s judgment, represent material weakness in internal control over financial reporting.  The control deficiencies generally relate to controls over the accounting and disclosure for complex transactions to ensure such transactions are recorded as necessary to permit preparation of financial statements and disclosure in accordance with generally accepted accounting principles” (emphasis added).  Given the definition of disclosure controls and procedures in Rule 13a-15(e), which indicates that effective controls and procedures ensure that information required to be disclosed by the issuer is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, please tell us how you are able to conclude that disclosure controls and procedures were and are still effective.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 19

In response to your comments, the Company has revised and updated the related disclosure in the Company’s Report on Form 10-K for the year ended December 31, 2008 at pages 84-85 of such report in the section entitled “Item 9A - Controls and Procedures.”

Current Report on Form 8-K Amended February 13, 2009

36. We reissue prior comment 70 because it is unclear how you addressed the concern in that comment.  The last sentence of your disclosure in section 5.02 of your filing continues to indicate that your description of the amendments does not purport to be complete despite the requirement of Item 5.03 of Form 8-K requiring disclosure of a description of the provision adopted or changed by amendment and, if applicable, the prevision provision.

In response to your comments, the Company filed a further amendment to the Form 8-K on March 31, 2009 to address your comments.

United States Securities and Exchange Commission

Russell Mancuso, Legal Branch Chief

May 7, 2009

Page 20

In connection with the Company’s response to your comment letter, the Company acknowledges that:

1.           The Company is responsible for the adequacy and accuracy of the disclosure in the filing of the Registration Statement;

2.           The staff’s comments or changes to disclosure in response to staff comments, do not foreclose the Commission from taking any action with respect to the filings; and

3.           The Company may not assert the staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our responses fully address your inquiries.  Please contact us if you have any further questions at the address and phone number in our letterhead.

Very truly yours,

Jeffrey P. Berg

of BAKER & HOSTETLER LLP

CC: CARL S. AGER

KRISTIN LOCHHEAD

ALAN MORRIS

IAN R. MCNEIL

MELVIN L. WILLIAMS