Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 10.1






THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.

REGULATION S SUBSCRIPTION AGREEMENT


THIS AGREEMENT is made effective as of the ___ day of
December, 2007. 

BETWEEN: 


  
    
      
        
          ARLINGTON GROUP LIMITED, a Bermuda registered
            company having a corporate address at Thistle House, 4 Burnaby Street,
            Hamilton HM11, Bermuda 

          (hereinafter called the "Subscriber") 

        

      

    

  



OF THE FIRST PART 

AND:


  
    
      
        
          SEARCHLIGHT MINERALS CORP., a Nevada
            corporation, of #120 - 2441 W. Horizon Ridge Pkwy., Henderson, NV
            89052 

          (hereinafter called the “Corporation") 

        

      

    

  



OF THE SECOND PART 

THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.                     
DEFINITIONS 

1.1                    The
following terms will have the following meanings for all purposes of this
Agreement. 

	 	(a) 	
      "Agreement" means this Agreement, and all schedules and
      amendments to in the Agreement.

	 	 	 
	 	(b) 	
      “Common Stock” means the shares of Common Stock of the
      Corporation, $0.001 par value per share.

	 	 	 
	 	(c) 	
      "Exchange Act" means the United States Securities
      Exchange Act of 1934, as amended.

	 	 	 
	 	(d) 	
      “Subscriber” means the Subscriber executing the signature
      page to this Agreement.

	 	 	 
	 	(e) 	
      "Offering" means the offering of the Units by the
      Corporation.







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	 	(f) 	
      “Purchase Price” means the purchase price payable by the
      Subscriber to the Corporation in consideration for the purchase and sale
      of the Units in accordance with Section 2.1 of this Agreement.

	 	 	 
	 	(g) 	
      "SEC" means the United States Securities and Exchange
      Commission.

	 	 	 
	 	(h) 	
      "Securities Act" means the United States Securities Act
      of 1933, as amended.

	 	 	 
	 	(i) 	
      "Shares" means those shares of Common Stock to be
      purchased by the Subscriber and comprising a portion of the
  Units.

	 	 	 
	 	(j) 	
      “Unit” means a unit consisting of one (1) Share and
      one-half (1⁄2) Warrant.

	 	 	 
	 	(k) 	
      “Warrant” means one full share purchase warrant entitling
      the Holder to purchase one Share at a price of $2.40 per share during the
      period from the date of issue to the date that is two (2) years from the
      date of issue.

	 	 	 
	 	(l) 	
      “Warrant Shares” means the Common Stock issuable upon
      exercise of the Warrants.



1.2                    All
dollar amounts referred to in this agreement are in United States currency,
unless expressly stated otherwise. 

2.                     
PURCHASE AND SALE OF UNITS 

2.1                    Subject
to the terms and conditions of this Agreement, the Subscriber hereby subscribes
for and agrees to purchase from the Corporation such number of Units as is set
forth upon the signature page hereof at a price equal to $1.60 per Unit. Upon
execution, the subscription by the Subscriber will be irrevocable. 

2.2                    The
Purchase Price is payable by the Subscriber on execution of this Subscription
Agreement and will be advanced to the Corporation. 

2.3                   
Upon execution by the Corporation, the Corporation agrees to sell such Units to
the Subscriber for the Purchase Price subject to the Corporation's right to sell
to the Subscriber such lesser number of Units as it may, in its sole discretion,
deem necessary or desirable. 

2.4                    Any
acceptance by the Corporation of the Subscription is conditional upon compliance
with all securities laws and other applicable laws of the jurisdiction in which
the Subscriber is resident. Each Subscriber will deliver to the Corporation all
other documentation, agreements, representations and requisite government forms
required by the lawyers for the Corporation as required to comply with all
securities laws and other applicable laws of the jurisdiction of the Subscriber.


2.5                    Pending
acceptance of this subscription by the Corporation, all funds paid by the
Subscriber shall be deposited by the Corporation and immediately available to
the Corporation for its corporate purposes. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest bearing demand
loan of the Subscriber to the Corporation. 

2.6                   
The Subscriber hereby authorizes and directs the Corporation to deliver the
securities to be issued to such Subscriber to the Subscriber’s address for
notice indicated in Section 5.1 of this Agreement. 




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2.7                   
The Subscriber acknowledges and agrees that the subscription for the Units and
the Corporation's acceptance of the subscription is not subject to any minimum
subscription for the Offering. 

2.8                   
The Subscriber acknowledges and agrees that the Corporation will issue to
Arlington Group Limited 156,250 shares of Common Stock, equal to 5% of the total
number of Units to be sold under the Offering, as a commission in connection
with the Offering.

3.                     
REGULATION S AGREEMENTS OF THE SUBSCRIBER 

3.1                    The
Subscriber represents and warrants to the Corporation that the Subscriber is not
a “U.S. Person” as defined by Regulation S of the Securities Act and is not
acquiring the Units for the account or benefit of a U.S. Person. 

A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is: 

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Securities Act, unless it
      is organized or incorporated, and owned, by accredited Subscribers [as
      defined in Section 230.501(a) of the Securities Act] who are not natural
      persons, estates or trusts.



3.2                   
The Subscriber acknowledges that the Subscriber was not in the United States at
the time the offer to purchase the Units was received.

3.3                   
The Subscriber acknowledges that the Units, the Shares the Warrants and the
Warrant Shares are “restricted securities” within the meaning of the Securities
Act and will be issued to the Subscriber in accordance with Regulation S of the
Securities Act. 

3.4                   
The Subscriber agrees not to engage in hedging transactions with regard to the
Units, the Shares, the Warrants or the Warrant Shares unless in compliance with
the Securities Act. 




4

3.5                    The
Subscriber and the Corporation agree that the Corporation will refuse to
register any transfer of the Units, the Shares, the Warrants or the Warrant
Shares not made in accordance with the provisions of Regulation S of the
Securities Act, pursuant to registration under the Securities Act, pursuant to
an available exemption from registration, or pursuant to this Agreement.

3.6                    The
Subscriber agrees to resell the Units, the Shares, the Warrants and the Warrant
Shares only in accordance with the provisions of Regulation S of the Securities
Act, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration pursuant to the Securities Act. 

3.7                    The
Subscriber acknowledges and agrees that all certificates representing the Units,
the Shares, the Warrants and the Warrant Shares will be endorsed with the
following legend in accordance with Regulation S of the Securities Act:


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

        

      

    

  



4.                     
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER 

The Subscriber, represents and warrants to the Corporation as
follows, and acknowledges that the Corporation is relying upon such covenants,
representations and warranties in connection with the sale of the Units to such
Subscriber: 

4.1                    The
Subscriber is an investor in securities of companies in the development stage
and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters such that it is capable of evaluating the merits and risks of
the investment in the Units. The Subscriber can bear the economic risk of this
investment, and was not organized for the purpose of acquiring the Units. 

4.2                    The
Subscriber has had full opportunity to review the Corporation’s filings with the
SEC pursuant to the Exchange Act, including the Corporation’s annual reports on
Form 10-KSB and quarterly reports on Form 10-QSB, and additional information
regarding the business and financial condition of the Corporation. The
Subscriber believes it has received all the information it considers necessary
or appropriate for deciding whether to purchase the Units. The Subscriber
further represents that it has had an opportunity to ask questions and receive
answers from the Corporation regarding the terms and conditions of the Offering
and the business, properties, prospects and financial condition of the
Corporation. The Subscriber has had full opportunity to discuss this information
with the Subscriber’s legal and financial advisers prior to execution of this
Agreement.

4.3                    The
Subscriber believes it has received all the information it considers necessary
or appropriate for deciding whether to purchase the Units. The Subscriber
further represents that it has had an opportunity to ask questions and receive
answers from the Corporation regarding the terms and conditions of the Offering
and the business, properties, prospects and financial condition of the 




5

Corporation. The Subscriber has had full opportunity to discuss
this information with the Subscriber’s legal and financial advisers prior to
execution of this Agreement. 

4.4                   
The Subscriber acknowledges that the offering of the Units by the Corporation
has not been reviewed by the SEC and that the Units are being issued by the
Corporation pursuant to an exemption from registration under the Securities Act.


4.5                    The
Subscribers understands that the Units it is purchasing are characterized as
"restricted securities" under the Securities Act inasmuch as they are being
acquired from the Corporation in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. In this connection, the Subscriber represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. 

4.6                   
The Units will be acquired by the Subscriber for investment for the Subscriber's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same. The Subscriber does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Units. 

4.7                    An
investment in the Corporation is highly speculative and only Subscribers who can
afford the loss of their entire investment should consider investing in the
Corporation and the Units. The Subscriber is financially able to bear the
economic risks of an investment in the Corporation. 

4.8                    The
Subscriber recognizes that the purchase of the Units involves a high degree of
risk in that the Corporation is in the early stages of development of its
business and may require substantial funds in addition to the proceeds of this
private placement. 

4.9                   
The Subscriber is not aware of any advertisement of the Units. 

4.10                  This
Agreement has been duly authorized, validly executed and delivered by the
Subscriber. 

4.11                 
The Subscriber has satisfied himself or herself as to the full observance of the
laws of his or her jurisdiction in connection with any invitation to subscribe
for the Units or any use of this Agreement, including (i) the legal requirements
within his jurisdiction for the purchase of the Units; (ii) any foreign exchange
restrictions applicable to such purchase; (iii) any governmental or other
consents that may need to be obtained; (iv) the income tax and other tax
consequences, if any, that may be relevant to an investment in the Units; and
(v) any restrictions on transfer applicable to any disposition of the Units
imposed by the jurisdiction in which the Subscriber is resident. 

5.                     
MISCELLANEOUS 

5.1                    Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Corporation, at its corporate office at #120 - 2441 W. Horizon
Ridge Pkwy., Henderson, NV 89052, Attention: Ian R. McNeil, President and CEO,
and to the Subscriber c/o Arlington Group Asset Management Limited, 18 Pall
Mall, London, England, SW13 0H2. Notices shall be deemed to have been given on
the date of mailing, except notices of change of address, which shall be deemed
to have been given when received. 




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5.2                   
The parties agree to execute and deliver all such further documents, agreements
and instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription Agreement.


5.3                    Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Nevada. 

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Units Subscribed For: 	3,125,000 Units 
	 	 
	Signature of Subscriber or 	  
	Authorized Signatory for Subscriber: 	  
	(if Subscriber is not an individual) 	/s/
        Nicholas Barham 

	 	 
	Name of Authorized Signatory for Subscriber: 	  
	(if Subscriber is not an individual) 	Nicholas
        Barham 

	 	 
	Name of Subscriber: 	ARLINGTON GROUP LIMITED 
	 	 
	Address of Subscriber: 	Thistle House, 4 Burnaby Street 
	 	 
	  	Hamilton, HM11, Bermuda 
	 	 
	Jurisdiction of Incorporation of Subscriber: 	  
	(If Subscriber is a Corporation) 	Bermuda 
	 	 
	Registration Instructions: 	  
	 	 
	Name: 	 
    
	 	 
	Account Reference (if applicable): 	 
    
	 	 
	Address 	 
    
	 	 
	 	 
	  	  
	  	  
	ACCEPTED BY: 	  
	 	 
	SEARCHLIGHT MINERALS CORP. 	  
	 	 
	Signature Of Authorized Signatory: 	/s/ Ian R. McNeil 
	 	 
	Name of Authorized Signatory: 	Ian R. McNeil 
	 	 
	Position of Authorized Signatory: 	PRESIDENT 
	 	 
	Date of Acceptance: 	December 26, 2007