v136148_ex4-2.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 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

      


      
        	
                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 “Common
Stock”), 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 brokers in
connection with a private placement of the Corporation’s securities completed on
February 23, 2007 (the “Private Placement”).  Capitalized terms used
but not otherwise defined herein shall have the meaning ascribed to such terms
in the subscription agreements 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.

      


      
        	
                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”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Searchlight
Minerals Corp.

        Common
Stock Purchase

        Warrant
Certificate No. <<Cert_No>>

        
          
            

          

        

      

       

      
        	
                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.

              


      

      


      
        	
                 
      

              	
                (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.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Searchlight
Minerals Corp.

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        Searchlight
Minerals Corp.

        Common
Stock Purchase

        Warrant
Certificate No. <<Cert_No>>

        
          
            

          

        

         

      

      
        	
                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.

      


      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

      #120 -
2441 W. Horizon Ridge Pkwy

      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.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        Searchlight
Minerals Corp.

        Common
Stock Purchase

        Warrant
Certificate No. <<Cert_No>>

        
          
            

          

        

      

       

      
        	
                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

          
            

          

        

        
          
          

        

      

       

      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: