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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
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.
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»
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”).
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4.
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Mutilation or Loss of Warrant
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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.
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.
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6.
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Protection Against Dilution.
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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:
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(1)
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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.
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(2)
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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.
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2
SEARCHLIGHT MINERALS CORP. Common Stock Purchase Warrant
Certificate «Warrant_Cert_No»
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(3)
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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 th
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