v136148_ex4-5.htm


    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 S PROMULGATED UNDER THE
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 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT.   THIS WARRANT MAY NOT
BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN
REGISTERED UNDER THE ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY STATE
OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE ACT.  HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

    


    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF
(I) <<IssueDate>>, AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.

    


    SEARCHLIGHT
MINERALS CORP.

    A
NEVADA CORPORATION

    #120
– 2441 West Horizon Ridge Parkway

    Henderson,
NV 89052

    


    COMMON STOCK PURCHASE WARRANT
CERTIFICATE

    


    
      	
              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”), «No_of_Warrants» fully paid
and non-assessable shares of the Corporation’s common stock (the “Shares”),
subject to further adjustment as set forth in Section 6 hereof and subject to
the warrant call provision in Section 8 hereof, at any time until 5:00 P.M.,
Pacific time, on March 1, 2010 (the “Expiration Date”) at an exercise price of
$2.40 per share (the "Exercise Price").   This warrant was issued
to participating investors in connection with a private placement of the
Corporation’s securities completed on March 22, 2007 (the “Private
Placement”).  Capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to such terms in the subscription agreement
entered into pursuant to the Private Placement.

    


    
      	
              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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SEARCHLIGHT
MINERALS CORP.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

        
          
            

          

        

         

      

    

    
      	
              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 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.   If a dispute shall at any time arise with
      respect to adjustments of the Exercise Price or the number of Warrant
      Shares purchasable upon the exercise of this Warrant, such disputes shall
      be conclusively determined by the auditors of the Corporation or if they
      are unable or unwilling to act, by such other firm of independent
      chartered accountants certified by the United States Public Company
      Accounting Oversight Board as may be selected by the directors and any
      such determination shall be conclusive evidence of the correctness of any
      adjustment made pursuant to subsection 6(2) hereof and shall be binding
      upon the Corporation and the
Holder.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      SEARCHLIGHT
MINERALS CORP.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

        
          
            

          

        

      

    

     

    
      	
               
      

            	
              (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.

            


    

    


    
      	
              7. 

            	
              Transfer to Comply
      with the Securities 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 have been issued to the Holder pursuant to
Regulation S of the  Act on the representations of the Holder in a
subscription agreement executed by the Holder in favor of the
Corporation.  Neither this Warrant nor any of the Warrant Shares or
any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
reasonably satisfactory to the Corporation that registration is not required
under the Act.  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.  By acceptance of this certificate, the
Holder acknowledges and agrees that:

    


    
      	
               
      

            	
              (1)

            	
              The
      Holder will only sell the Warrants and the shares issuable upon exercise
      of the Warrants (the “Warrant Shares") only in accordance with the
      provisions of Regulation S of the Act, pursuant to registration under the
      Act, or pursuant to an available exemption from registration pursuant to
      the Act;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Corporation will refuse to register any transfer of the Warrants and the
      Warrant Shares not made in accordance with the provisions of Regulation S
      of the Act, pursuant to registration under the Act, or pursuant to an
      available exemption from registration;
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      Holder will not engage in hedging transactions except in accordance with
      the Act.

            


    

    


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

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE 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 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

    


    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF
(I) [INSERT DATE OF DISTRIBUTION], AND (II) THE DATE THE ISSUER BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      SEARCHLIGHT
MINERALS CORP.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

        
          
            

          

        

      

    

     

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

     

    
      	
              8. 

            	
              Warrant Call
      Right

            


    

     

    
      If at any
time during the term of this Warrant, the VWAP for each of 20 consecutive
Trading Days exceeds $4.40 (subject to adjustment for forward and reverse stock
splits, recapitalizations, stock dividends and the like), then the Corporation
may, within one Trading Day of the end of such period, call for cancellation of
all or any portion of the Warrant for which a notice of exercise has not yet
been delivered to the Corporation (such right, a “Call”). To
exercise this right, the Corporation must deliver to the Holder an irrevocable
written notice (a “Call Notice”), indicating therein the portion of the Warrant
to which such notice applies. If the conditions set forth below for such Call
are satisfied from the period from the date of the Call Notice for which a
Notice of Exercise shall not have been received by the Call Date, then any
unexercised portion of this Warrant subject to the Call Notice shall be
cancelled at 6:30 p.m. (Pacific Standard Time) on the tenth Trading Day after
the date the Call Notice is given by the Corporation (such date and time, the
“Call Date”). Any unexercised portion of the Warrant to which the Call Notice
does not pertain will be unaffected by such Call Notice. In furtherance thereof,
the Corporation covenants and agrees that it will honor all notices of exercises
with respect to Warrant Shares subject to a Call Notice that are tendered
through 6:30 p.m. (Pacific Standard Time) on the Call Date. Notwithstanding
anything to the contrary in this Warrant, the Corporation agrees not to exercise
its Call right hereunder unless an effective registration statement registering
the Warrant Shares shall be available for the resale of the related Warrant
Shares during the period commencing on the date of the giving by the Corporation
of the Call Notice and ending on the Call Date.

       

    

    
      	
              9. 

            	
              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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      SEARCHLIGHT
MINERALS CORP.

      Common
Stock Purchase Warrant

      
        Certificate
«Warrant_Cert_No»

        
          
            

          

        

      

    

     

    
      	
              10. 

            	
              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:
Carl S. Ager, Vice President and Secretary

    2441 West
Horizon Ridge Parkway, Suite 120

    Henderson,
NV  89052

    


    Tel:
(702) 939-5247

    


    
      	
              with a copy
      to:    

            	
              Baker & Hostetler
      LLP

            


    

    Attention:  Jeffrey
P. Berg

    12100
Wilshire Blvd. 15th
Floor

    Los
Angeles, CA 90049

    Fax:
(310) 820-8859

    


    
      	
              HOLDER:

            	
              At
      the address set forth above.

            


    

    


    
      	
              11. 

            	
              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

    Vice
President and Secretary

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
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 “Securities Act”);

            


    

    


    
      	
              (b)

            	
              The
      Warrantholder is acquiring the Shares for its own account for investment,
      with no present intention of dividing my 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
      Warrantholder will only sell the Shares in accordance with the provisions
      of Regulation S of the Act pursuant to registration under the Act, or
      pursuant to an available exemption from registration pursuant to the
      Act;

                


        

      

    

    


    
      
        	
              	
                (ii)

              	
                The
      Corporation will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S of the Act, pursuant to
      registration under the Act, or pursuant to an available exemption from
      registration;

              


      

    

    


    
      
        	
              	
                (iii)

              	
                The
      Warrantholder will not engage in hedging transactions except in accordance
      with the Act;

              


      

    

    


    
      
        	
              	
                (iv)

              	
                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 S
PROMULGATED UNDER THE 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 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.

    


    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DAT THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF
(I) [INSERT DATE OF DISTRIBUTION], AND (II) THE DATE THE ISSUER BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

     


    
      
        	
              	
                (v)

              	
                The
      Warrantholder is not a U.S. Person, as defined in Regulation S 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: