26 Sept 2018listing compliance notice▼ BadMajor
Searchlight Minerals Corp. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 May 2016capital raising announcement▼ Bad
On May 23, 2016 the company sold 28,251,430 shares at $0.035 to 29 accredited investors for gross proceeds of $988,800, to be used for general working capital. Unlike the 2015 unit sales, no warrants are mentioned, and the price is a tenth of the $0.35 paid in the 2015 placements, so it continues the dilutive funding pattern after the Luxor deal.
What it means for a shareholder
28.3m new shares at US$0.035 to raise about US$988,800. That's 9.0% dilution: every existing holder's slice gets 9.0% smaller. If you held US$1,000 of shares (28,571 at the issue price), your slice goes from 0.00998% to 0.00908% of the company. To keep it you'd need 2,819 more shares - about US$99 at the issue price.
Create a free account to see this worked out for your own holding.
5 May 2016auditor change● Neutral
On May 2, 2016 the company engaged Hein & Associates LLP as its new auditor, approved by the audit committee, replacing BDO which resigned in April. The company says it had not consulted Hein on accounting or audit matters before the engagement.
3 May 2016capital raising announcement● NeutralMajor
On April 27, 2016 the remaining 9 holders of the September 2013 notes elected to convert $1,086,325 of principal and interest into 31,037,857 shares at $0.035, the same terms as Luxor and Mr. Oring. Once the notes are returned and cancelled, none of the 2013 note issue will remain outstanding, which ends the secured debt. The shares add further dilution.
15 Apr 2016auditor change▼ Bad
BDO USA, LLP, auditor since September 2012, resigned effective April 11, 2016; the board did not recommend or approve the change and has begun searching for a successor. BDO's reports for 2014 and 2015 both carried going-concern doubt, and the filing reports no disagreements. BDO will still complete work on the 10-K/A for 2015.
23 Mar 2016capital raising announcement▼ BadMajor
On March 18, 2016 Luxor demanded repayment of its 2013 notes; the company said it lacked the funds, so Luxor converted $2,691,000 of notes into 76,885,714 shares at $0.035 and bought another 42,857,143 shares at $0.035 for $1,500,000. Martin Oring and family also converted $428,491 into 12,242,600 shares at $0.035. Luxor now beneficially owns about 49.83% (per the filing), the rights-plan limits no longer apply to Luxor, and Luxor will have three of five board nominees at the next annual meeting. Luxor also agreed to invest up to $1,250,000 more at $0.045 per share on unspecified milestones, and the legacy warrants over 16,189,414 shares were extended again from Nov 30, 2016 to Nov 30, 2017. The conversion price of $0.035 is far below the $0.40 original conversion price and the $0.35 placements of 2015, so existing holders are heavily diluted (inference from the figures).
16 Nov 2015security holder rights change● Neutral
On November 12, 2015 the board extended the expiry of warrants over 16,189,414 shares from November 12, 2015 to November 30, 2016, with other terms unchanged. These come from the 2007-2009 placements, so this is another year's extension of the same overhang, and the covered share count is higher than the 14,520,373 a year earlier (the filing does not say why).
4 Aug 2015capital raising announcement● Neutral
On July 30, 2015 the company sold 2,215,429 units at $0.35 to accredited investors for $775,400, on the same terms as the May placement (one share plus one warrant at $0.50, five years, resale registration rights). Proceeds are for general working capital. This continues the series of small equity raises through 2015.
What it means for a shareholder
2.2m new shares at US$0.350 to raise about US$775,400. That's 1.4% dilution: every existing holder's slice gets 1.4% smaller. If you held US$1,000 of shares (2,857 at the issue price), your slice goes from 0.00188% to 0.00186% of the company. To keep it you'd need 42 more shares - about US$15 at the issue price.
Create a free account to see this worked out for your own holding.
28 May 2015capital raising announcement● Neutral
On May 21, 2015 the company sold 2,843,000 units at $0.35 to five investors for $995,050; each unit is one share plus one warrant at $0.50 for five years. Proceeds are for general working capital, and the investors get resale registration rights. This is another small equity raise following the Luxor placement two months earlier.
What it means for a shareholder
2.8m new shares at US$0.350 to raise about US$995,050. That's 1.9% dilution: every existing holder's slice gets 1.9% smaller. If you held US$1,000 of shares (2,857 at the issue price), your slice goes from 0.00192% to 0.00188% of the company. To keep it you'd need 55 more shares - about US$19 at the issue price.
Create a free account to see this worked out for your own holding.
30 Mar 2015capital raising announcement● NeutralMajor
On March 25, 2015 the company sold 4,250,000 units to Luxor, its largest shareholder, at $0.3529 each for $1,500,000; each unit is one share plus one warrant at $0.50 for five years. The board also raised Luxor's rights-plan waiver from 22% to 26%; Luxor then owns about 24.43% counting warrants and other rights. Separately, on March 18, 2015, 13 note holders (including Luxor and CEO Oring's affiliates) took 516,460 shares at $0.25 in place of $129,115 of the $142,415 interest due; resale registration rights were granted for both deals. This continues the pattern of Luxor funding the company and of interest being paid in stock.
29 Dec 2014material agreement● Neutral
On December 23, 2014 the company agreed to settle $115,017.68 owed to the accounting firm Cupit, Milligan, Ogden & Williams (CMOW) for accounting support by issuing 359,430 shares at $0.32 (the closing price that day), issued directly to Mr. Williams. CMOW is an affiliate of CFO Melvin Williams, though its fees exclude his time. This pays a bill in stock rather than cash and adds shares for existing holders; the filing also shows the CFO is now Melvin Williams, not Carl Ager as recorded earlier.
12 Dec 2014capital raising announcement● NeutralMajor
On December 8, 2014 the company closed a second round of its private placement, selling 2,997,500 units at $0.20 (one share plus a half warrant at $0.30, five-year term) to 11 investors for $599,500. With the $1,005,700 first closing on October 24, 2014, the offering is now complete (about $1.6 million in total), with proceeds for general working capital. This resolves the open question about further closings.
What it means for a shareholder
3.0m new shares at US$0.200 to raise about US$599,500. That's 2.1% dilution: every existing holder's slice gets 2.1% smaller. If you held US$1,000 of shares (5,000 at the issue price), your slice goes from 0.00355% to 0.00348% of the company. To keep it you'd need 106 more shares - about US$21 at the issue price.
Create a free account to see this worked out for your own holding.
12 Nov 2014security holder rights change● Neutral
On November 11, 2014 the board pushed the expiry of warrants over 14,520,373 shares from November 12, 2014 to November 12, 2015, with all other terms unchanged. This is the same yearly extension seen in 2012 and 2013, applied to warrants from the 2007-2009 private placements, so the potential dilution from them stays open another year. The count is higher than the 14,200,935 shares covered by the 2013 extension; the filing does not explain the difference.
28 Oct 2014capital raising announcement● NeutralMajor
On October 24, 2014 the company closed a first round of a private placement raising $1,005,700, selling 5,028,500 units at $0.20 each (one share plus a half warrant at $0.30, five-year term). Of this, 4,395,000 units brought $879,000 in cash from 16 investors, and 633,500 units were issued to 13 note holders in place of $126,700 of interest due September 18, 2014, including $91,000 to Luxor. The company also sold $69,000 of additional notes in September 2014 under the 2013 note agreement. Luxor holds about 19.93% afterwards. The $0.20 price is below the $0.40 note conversion price, and the 2013 notes have a price-adjustment feature, but the filing does not say whether it was triggered.
8 Sept 2014asset acquisition disposition▼ BadMajor
Effective September 2, 2014 the company let its Searchlight, Nevada placer mining claims lapse (twenty 160-acre parcels on the 3,200-acre site, plus 142 twenty-acre claims staked on top) by not paying the maintenance fees. The company says this saves about $48,518 a year and that it wants the money spent on the Clarkdale Slag Project; this ends the Searchlight gold exploration project described as early-stage in earlier filings.
28 Oct 2013security holder rights change● Neutral
On October 25, 2013 the board again extended the expiry of warrants, now over 14,200,935 shares, from November 12, 2013 to November 12, 2014, with other terms unchanged. This repeats the one-year extension made in November 2012 and again covers 100% of warrants from the prior financing placements, so the dilution overhang continues.
24 Sept 2013capital raising announcement● NeutralMajor
On September 18, 2013 the company closed the secured convertible note financing at $4,000,000 gross, for general working capital; this completes the August 2013 Luxor term sheet, with Luxor taking $2.6 million and CEO Martin Oring and affiliates $235,000. The notes (7%, convertible at $0.40, first-priority lien on all assets of the company and its two subsidiaries, which guarantee them) carry a right to buy up to $600,000 more. As part of the deal the board raised the rights-plan waiver for Luxor from 17.5% to 22% (Luxor holds about 21%) and lifted Luxor's voting threshold from 15% to 19.5%. The filing also says the November 2009 warrants were adjusted for anti-dilution at closing because of the $0.40 conversion price (the adjusted figures are cut off in the text provided).
21 Aug 2013material agreement● NeutralMajor
On August 19, 2013 the company signed a binding term sheet with Luxor Capital, a principal stockholder, for $2.6 million of secured convertible notes, with up to $2.4 million more to be offered to other investors by September 2, 2013 (maximum $5 million). The notes carry 7% interest, convert at $0.40 per share, mature in 5 years (holders can put them from year two), are secured by a lien on all company assets, and allow redemption at 120% on a change of control. Final documents were still to be prepared. This is the company's first debt facility in its history here, and it can dilute shareholders if converted.
2 Nov 2012security holder rights change● Neutral
On November 1, 2012 the board extended the expiry of warrants over 13,828,212 shares from November 12, 2012 to November 12, 2013, with all other terms unchanged. These are the warrants from the 2007-2008 and November 2009 placements (the ones repriced to $1.85), and the filing says they are 100% of the warrants issued in prior financing placements. For shareholders this keeps the dilution overhang alive for another year rather than letting the warrants lapse.
27 Sept 2012auditor change▼ BadMajor
On September 21, 2012 the board dismissed its auditor Brown Armstrong, and on September 27 engaged BDO USA, LLP to audit 2012. The filing says there were no disagreements. It notes Brown Armstrong's reports carried a going-concern doubt for 2010 and 2011, and that it revised its 2010 internal-control opinion to say controls were not effective, following the restatements. BDO had earlier been consulted on the warrant accounting behind the restatements.
6 Jan 2012financial restatement▼ BadMajor
On January 4, 2012 the company said its financial statements for 2008-2010 and the first three quarters of 2011 should not be relied on. The errors relate to the 2007-2008 warrants, whose repricings in December 2008 and November 2009 should have been recorded as warrant modification expense, and the November 2009 warrants, which should have been recorded as derivative liabilities at fair value because of their anti-dilution terms. The company says these are non-cash items with no effect on operations or cash flows, and amended filings will follow. This is another restatement after the 2008 ones.
27 July 2011material agreement▼ Bad
On July 25, 2011 the company and Nanominerals amended their 2005 assignment agreement. The company will pay Nanominerals a minimum advance royalty of $15,000 a month, effective January 1, 2011, credited against future royalties. Also, 50% of consulting fees paid to Nanominerals from 2005 through 2010 will be offset against the first future royalties above the minimum. This adds a recurring payment to a major shareholder.
27 Dec 2010material agreement● NeutralMajor
On December 22, 2010 the company agreed to sell up to 13,000,000 shares to Seaside 88, LP over about ten months, at a 15% discount to the recent average price. The first closing sold 3,000,000 shares at $0.53125, raising $1,593,750. Later closings of up to 1,000,000 shares monthly happen only if the average price is at least $0.50, and Seaside's ownership is capped at 9.99%. Shareholders face dilution at a discounted price. The company can terminate the agreement at any time.
13 Nov 2009capital raising announcement● NeutralMajor
On November 12, 2009 the company completed a private placement of 12,078,596 units at $1.25 each, raising $15,098,245 gross. Each unit has one share and a half-warrant (6,039,298 warrants at $1.85, expiring November 12, 2012). Nanominerals took part, and commissions were about $1,056,877 plus 301,965 agent warrants; proceeds are for general working capital. Just before closing, the company also cut the exercise price of 7,042,387 warrants from the 2007-2008 placements from $2.40 to $1.85 and extended their expiry to November 12, 2012, which means more potential dilution. The company must register the new shares for resale within 30 days or face liquidated damages, and the October 2009 resale registration cannot be relied on until a post-effective amendment is filed.
What it means for a shareholder
12.1m new shares at US$1.25 to raise about US$15.1m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
24 Sept 2009security holder rights change● Neutral
This amendment re-describes the shareholder rights plan adopted August 24, 2009, to clarify the description of the rights. The plan is unchanged: one right per share, exercisable at $12.00 once someone acquires 15% or more, expiring August 24, 2019, redeemable by the board at $0.001 per right, with holders above 15% on August 24, 2009 grandfathered up to 20%. The filing itself says the rights could delay or prevent a change of control and could negatively affect the share price.
25 Aug 2009material agreement● NeutralMajor
On August 24, 2009 the company adopted a shareholder rights plan with Empire Stock Transfer as agent: one right per share, payable September 1, 2009 to holders of record August 24, exercisable at $12.00 if a person acquires 15% or more (or launches a tender offer for that much), letting other holders buy shares at about half price. It runs to August 24, 2019, and the board can redeem it for $0.001 per right. Nanominerals (about 15% holder), Ian McNeil, Carl Ager, and Dr. and Mrs. Ager may be grandfathered up to 20%. This is an anti-takeover measure, and the text provided is cut off before the amendment terms.
6 May 2009security holder rights change● Neutral
On April 30, 2009, responding to SEC comments on the registration statement, the board reversed part of the December 2008 warrant changes. The call terms go back to the originals: investor warrants callable above $6.50 for 20 trading days with an effective registration, broker warrants with no call provision. The extension to March 1, 2010 and the $2.40 exercise price stay. The registration statement (Amendment #6) now covers 3,115,978 shares.
5 Jan 2009security holder rights change● NeutralMajor
On December 29, 2008 the board changed the warrants from the February and March 2007 placements (about 3.84 million warrants): expiry extended to March 1, 2010, exercise price cut from $4.50 to $2.40, and the company's right to call them changed to a trigger of a volume-weighted price above $4.40 for 20 trading days with an effective registration statement. This favors warrant holders, and the lower price means more potential dilution. It ties to the owed resale registration, now at Pre-Effective Amendment #5 covering 3,090,978 shares.
23 Dec 2008farm in farm out agreement▼ BadMajor
The company says its internal controls over financial reporting were not effective as of December 31, 2007 and March 31, 2008, and that the weakness continued through the June and September 2008 periods. The weakness relates to accounting for complex transactions (asset acquisitions such as Transylvania, and income taxes), which caused the restatements. It lists fixes, including an independent director added to the audit committee and a third-party tax consultant. This follows up the restatement disclosures; no further restatements are expected for the June and September 2008 periods.
6 Aug 2008financial restatement▼ BadMajor
The company says earlier financial statements should not be relied on: the 2006 annual and early-2007 quarterly figures (concluded November 8, 2007), and the 2007 annual figures (concluded May 5, 2008). The restatements follow SEC comments and cover how Searchlight claim share issuances and the Transylvania/Clarkdale purchase and its deferred taxes were recorded, plus reclassifications of pre-2005 losses and currency items. The filing gives no restated dollar amounts, and it is the company's own accounting correction rather than a cash event.