Exhibit 10.1


 





NOTICE OF EXERCISE

OF

CONVERSION RIGHT


 


The undersigned, ___________________________________________
(“Holder”), is the holder of that certain Secured Convertible Promissory Note, in the principal amount of $_________________,
made by Searchlight Minerals Corp., a Nevada corporation (the “Company”), dated September 18, 2013 (the “Note”).
Capitalized terms not defined herein shall have their meanings as set forth in the Note.


 


The Note provides that the Holder has the
right to convert the outstanding principal and any accrued but unpaid interest on the Note into shares of the Company’s common
stock, $0.001 par value per share (“Common Stock”) at a price equal to the applicable current Conversion Price
of the Note. Notwithstanding anything to the contrary set forth in the Note, Holder wishes to convert principal and/or interest
owing under the Note in accordance with this Notice of Exercise of Conversion Right (this “Notice”).


 


Holder hereby elects to convert (please
indicate your selection of either option 1 or 2 below by checking the box next to that option):


 


 ̈ (1)
all of the outstanding principal amount and accrued but unpaid interest owing on its Note through March 18, 2016, at the conversion
price of $0.035 per share.


 


 ̈ (2) only
the March 18, 2016 interest payment due under its Note, at the conversion price of $0.035 per share.


 


Pursuant to the option selected above, Holder
will convert an aggregate total of $__________________ owing under the Notes into ____________________ shares of
the Company’s Common Stock (the “Shares”). Holder will only receive whole Shares in connection with its
conversion.


 


If Holder selects option 1 above, Holder
shall execute and enclose herewith this Notice of Conversion along with the original Note, and understands that the Note shall
thereafter be cancelled and of no further force and effect. If Holder selects option 2 above, Holder shall execute and enclose
herewith only this Notice of Conversion, and the Note will otherwise remain in full force and effect.


 


If, prior to signing this Notice, Holder
has executed a subscription agreement accepting the Company’s previous offer to convert Holder’s March 18, 2016 interest
payment into Common Stock at $0.105 per share, please also select the box below indicating that such previously sent subscription
agreement shall be terminated, cancelled and of no further force or effect:


 


 ̈ Please
cancel Holder’s March 18, 2016 subscription agreement.


 


The Company hereby acknowledges receipt
of this Notice and the Note, as applicable, duly endorsed, from Holder, and hereby authorizes and directs the appropriate officer
of the Company to prepare and issue the aforementioned stock certificate to Holder representing the Shares.


 






    	 		 



     


    

 


Dated this ____ day of _________, 2016.


 





	 	Holder: 
	 	 
	 	 
	 	By: _________________________________
	 	Name: _______________________________
	 	Title: ________________________________







  


 






    	 		 



     


    

 








	 	Agreed and Accepted by:
	 	 
	 	SEARCHLIGHT MINERALS CORP.
	 	 
	 	By: _________________________________
	 	Name: Carl Ager
	 	Title: Vice President