Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 4.2






WARRANT CERTIFICATE NO. «Cert_No»

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT. THIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO QUALIFIES AS AN
“ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE ACT.

SEARCHLIGHT MINERALS CORP.
A
NEVADA CORPORATION 
#120 - 2441 W. Horizon Ridge Pkwy 
Henderson, NV
89052

COMMON STOCK PURCHASE WARRANT
CERTIFICATE

FEBRUARY 23, 2007

1.      Issuance

THIS IS TO CERTIFY THAT, for value received,
«NAME_OF_SUBSCRIBER_» of «Address_of_Subscriber» (the “Holder”), shall
have the right to purchase from SEARCHLIGHT MINERALS CORP., a Nevada
corporation (the “Corporation”), «Number_Units_» («No_of_Warrants») fully
paid and non-assessable shares of the Corporation’s common stock (the “Common
Stock”), subject to further adjustment as set forth in Section 6 hereof, at any
time until 5:00 P.M., Pacific time, on the «ExpireDay» day of «ExpireMonth»,
«ExpireYear» (the “Expiration Date”) at an exercise price of $«ExercisePrix1»
per share (the "Exercise Price").

2.      Exercise of
Warrants

This Warrant is exercisable in whole or in partial allotments
at the Exercise Price per Share payable hereunder, payable in cash or by
certified or official bank check. Upon surrender of this Warrant Certificate
with the annexed Notice of Exercise Form duly executed, together with payment of
the Exercise Price for the Shares purchased, the Holder shall be entitled to
receive a certificate or certificates for the Shares so purchased. No fractional
shares shall be issued in connection with any exercise of this Warrant. In lieu
of the issuance of any fractional share, the Corporation shall round up or down
the fractional amount to the nearest whole number.

3.      Reservation of
Shares

The Corporation hereby agrees that at all times during the term
of this Warrant there shall be reserved for issuance upon exercise of this
Warrant such number of Shares as shall be required for issuance upon exercise of
this Warrant (the “Warrant Shares”). 

4.      Mutilation or Loss of
Warrant

Upon receipt by the Corporation of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) receipt of reasonably satisfactory 





	Searchlight Minerals Corp. 	2 
	Common Stock Purchase 	  
	Warrant
      Certificate No. «Cert_No» 	  


indemnification, and (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation will execute and deliver a new
Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated
Warrant shall thereupon become void.

5.      Rights of the
Holder

The Holder shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Corporation, either at law or equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Corporation except to the extent set forth herein.

6.      Protection Against
Dilution.

The Exercise Price and the number of shares which can be
purchased by the Holder upon the exercise of this Warrant shall be subject to
adjustment in the events and in the manner following:

	 	(1) 	
      If and whenever the shares at any time outstanding shall
      be subdivided into a greater number or consolidated into a lesser number
      of shares, the Exercise Price shall be decreased or increased
      proportionately as the case may be; upon any such subdivision or
      consolidation, the number of shares which can be purchased upon the
      exercise of this warrant certificate shall be increased or decreased
      proportionately as the case may be.

	 	 	 
	 	(2) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Corporation or in case of the
      consolidation, merger or amalgamation of the Corporation with or into any
      other company, this Warrant shall after such capital reorganization,
      reclassification of capital, consolidation, merger or amalgamation confer
      the right to purchase the number of shares or other securities of the
      Corporation or of the Corporation resulting from such capital
      reorganization, reclassification, consolidation, merger or amalgamation,
      as the case may be, to which the Holder of the shares deliverable at the
      time of such capital reorganization, reclassification of capital,
      consolidation, merger or amalgamation, upon the exercise of this Warrant
      would have been entitled. On such capital reorganization,
      reclassification, consolidation, merger or amalgamation appropriate
      adjustments shall be made in the application of the provisions set forth
      herein with respect to the rights and interest thereafter of the Holder of
      this Warrant so that the provisions set forth herein shall thereafter be
      applicable as nearly as may reasonably be in relation to any shares or
      other securities thereafter deliverable on the exercise of this
      Warrant.

	 	 	 
	 	(3) 	
      The rights of the Holder evidenced hereby are to purchase
      shares prior to or on the date set out on the face of this Warrant. If
      there shall, prior to the exercise of any of the rights evidenced hereby,
      be any reorganization of the authorized capital of the Corporation by way
      of consolidation, merger, subdivision, amalgamation or otherwise, or the
      payment of any stock dividends, then there shall automatically be an
      adjustment in either or both of the number of shares which may be
      purchased pursuant hereto or the price at which such shares may be
      purchased so that the rights evidenced hereby shall thereafter as
      reasonably as possible be equivalent to those originally granted hereby.
      The Corporation shall have the sole and exclusive power to make such
      adjustments as it considers necessary and desirable.

	 	 	 
	 	(4) 	
      The adjustments provided for herein in the subscription
      rights represented by this Warrant are
cumulative.






 

	Searchlight Minerals Corp. 	3
	Common Stock Purchase 	  
	Warrant Certificate
      No. «Cert_No» 	  


7.      Transfer to Comply with the
Act and Other Applicable Securities Legislation

This Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended, (the "Act") and has been issued to
the Holder for investment purposes and not with a view to the distribution of
either the Warrant or the Warrant Shares. Each certificate for the Warrant, the
Warrant Shares and any other security issued or issuable upon exercise of this
Warrant shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Corporation, setting forth the restrictions on
transfer contained in this Section. The Holder understands that this Warrant and
the stock purchasable hereunder constitute “restricted securities” under federal
securities laws and acknowledges that Rule 144 of the Securities and Exchange
Commission is not now, and may not in the future be, available for resale of
this Warrant and/or the stock purchasable hereunder. By acceptance of this
certificate, the Holder acknowledges and agrees that:

	 	(1) 	
      The Holder is acquiring the Shares for its own account
      for investment, with no present intention of dividing its interest with
      others or of reselling or otherwise disposing of all or any portion of the
      same;

	 	 	 
	 	(2) 	
      The Holder does not intend any sale of the Shares either
      currently or after the passage of a fixed or determinable period of time
      or upon the occurrence or non-occurrence of any predetermined event or
      circumstance;

	 	 	 
	 	(3) 	
      The Holder has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Shares;

	 	 	 
	 	(4) 	
      The Holder is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of the
      Shares;

	 	 	 
	 	(5) 	
      The Shares were offered to the Holder in direct
      communication between the Holder and the Corporation and not through any
      advertisement of any kind;

	 	 	 
	 	(6) 	
      The Subscriber has the financial means to bear the
      economic risk of the investment which it hereby agrees to
  make;



All certificates representing the Warrant Shares will be
endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT,OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. THIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO
QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF
THE ACT.”

In addition, the Holder will comply with all other applicable
securities legislation in addition to the Act to which the Holder is subject in
selling or transferring any Warrants or Warrant Shares and the 



 

	Searchlight Minerals Corp. 	4
	Common Stock Purchase 	  
	Warrant Certificate
      No. «Cert_No» 	  


Corporation may refuse to register any sale or transfer not in
compliance with such other securities legislation.

8.      Payment of Taxes

The Corporation shall not be required to pay any tax or other
charge imposed in connection with the exercise of this Warrant or a permissible
transfer involved in the issuance of any certificate for shares issuable under
this Warrant in the name other than that of the Holder, and in any such case,
the Corporation shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been established to the
Corporation’s satisfaction that no such tax or other charge is due.

9.      Notices

Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon, (a) by personal delivery or
telecopy, or (b) one business day after deposit with a nationally recognized
overnight delivery service such as Federal Express, with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by
written notice to each of the other parties hereto.

	CORPORATION: 	SEARCHLIGHT MINERALS CORP.
    
	  	Attention: Ian R. McNeil,
      President 
	  	#120 - 2441 W. Horizon Ridge Pkwy
    
	  	Henderson, NV 89052 
	  	  
	with a copy to: 	O’NEILL LAW GROUP PLLC
  
	  	Attention: Conrad Y. Nest 
	  	435 Martin Street, Suite 1010
  
	  	Blaine, Washington 98230 
	  	Fax: (360) 332-2291 
	  	  
	HOLDER: 	At the address set forth above.
    


10.     Governing Law

This Warrant shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
contracts to be made and performed entirely within the State of Nevada.

IN WITNESS WHEREOF, the Corporation has caused this
Warrant to be duly executed and delivered by its duly authorized officer.

SEARCHLIGHT MINERALS CORP. 
by its authorized
signatory:

 

_________________________________
Carl S. Ager, Secretary
and Treasurer




NOTICE OF EXERCISE FORM

	TO: 	SEARCHLIGHT MINERALS CORP.
    
	  	A Nevada Corporation (the
      “Corporation”) 


Dear Sirs:

The undersigned (the “Warrantholder”) hereby exercises
  the right to purchase and hereby subscribes for ____________________ shares
  of the common stock of SEARCHLIGHT MINERALS CORP. (the “Shares”) referred
  to in the Common Stock Purchase Warrant Certificate No. «Cert_No»
  surrendered herewith according to the terms and conditions thereof and herewith
  makes payment by cash, certified check or bank draft of the purchase price in
  full for the Shares in accordance with the Warrant.

Please issue a certificate for the shares being purchased as
follows in the name of the Warrantholder:

	 	NAME: 	 	 
	 		(Please Print) 	 
	 	  	 	 
	 	ADDRESS: 	 	 
	 	 	 	 
	 	 	 	 


The Warrantholder represents and warrants to the Corporation
that:

	(a) 	
      The Warrantholder has not offered or sold the Shares
      within the meaning of the United States Securities Act of 1933 (the
      “Act”);

	 	 
	(b) 	
      The Warrantholder is acquiring the Shares for its own
      account for investment, with no present intention of dividing its interest
      with others or of reselling or otherwise disposing of all or any portion
      of the same;

	 	 
	(c) 	
      The Warrantholder does not intend any sale of the Shares
      either currently or after the passage of a fixed or determinable period of
      time or upon the occurrence or non-occurrence of any predetermined event
      or circumstance;

	 	 
	(d) 	
      The Warrantholder has no present or contemplated
      agreement, undertaking, arrangement, obligation, indebtedness or
      commitment providing for or which is likely to compel a disposition of the
      Shares;

	 	 
	(e) 	
      The Warrantholder is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the Shares;

	 	 
	(f) 	
      The Shares were offered to the Warrantholder in direct
      communication between the Warrantholder and the Corporation and not
      through any advertisement of any kind;

	 	 
	(g) 	
      The Warrantholder has the financial means to bear the
      economic risk of the investment which it hereby agrees to
  make;








	(h) 	
      This subscription form will also confirm the
      Warrantholder’s agreement as follows:

	 	 	 
		(i) 	
      the Shares have not been registered under the Act or
      applicable state “Blue Sky” laws and, therefore, the Shares may not be
      resold, transferred or hypothecated without the registration of the
      Shares, or an opinion of counsel satisfactory to the Corporation to the
      effect that such registration is not necessary.

	 	 	 
		(ii) 	
      Only the Corporation can take action to register the
      Shares under the Act or applicable state securities law or to comply with
      the requirements for an exemption under the Act or applicable state
      securities law.

	 	 	 
		(iii) 	
      The certificates representing the Shares will be endorsed
      with the following legend:

	 	 	 
			
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
      ACT.”

	 	 	 
		(iv) 	
      The Warrantholder is an “accredited investor”, as defined
      in Rule 501 of Regulation D of the Act.



Please deliver a share certificate in respect of the common
shares referred to in the warrant certificate surrendered herewith but not
presently subscribed for, to the Warrantholder.

DATED this _____ day of ______________________________,
____________.

	Signature of Warrantholder: 	 	 
	 	 	 
	Name of Warrantholder: 	 	 
	 	 	 
	Address of Warrantholder: