23 Dec 2010securities registration● Neutral
Searchlight Minerals Corp. filed a prospectus supplement for an offering off its existing shelf.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 Nov 2010securities registration● Neutral
Searchlight Minerals Corp. filed the final prospectus for a registered offering.
19 Nov 2010securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
9 Nov 2010quarterly activities report▼ Bad
Searchlight Minerals Corp. reported a quarterly net loss of $3.1 million for the period ended 2010-09-30.
18 Oct 2010securities registration● Neutral
Searchlight Minerals Corp. registered a securities offering with the SEC using its shelf eligibility.
16 Aug 2010quarterly activities report● Neutral
Searchlight Minerals Corp. reported a quarterly net income of $345 thousand for the period ended 2010-06-30.
9 Aug 2010late filing notice▼ Bad
Searchlight Minerals Corp. notified the SEC that its quarterly report would be filed late.
8 Feb 2010substantial holder notice● Neutral
Luxor Capital Partners, LP, Luxor Spectrum, LLC, Luxor Wavefront, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners Offshore, Ltd, Luxor Spectrum Offshore Master Fund, LP, Luxor Spectrum Offshore, Ltd, Luxor Capital Group, LP, Luxor Management, LLC, LCG Holdings, LLC, Christian Leone reported a Searchlight Minerals Corp. shareholding of 17,327,450 shares (13.90% of votes) in a periodic institutional filing.
16 Dec 2009securities registration● Neutral
Searchlight Minerals Corp. filed the final prospectus for a registered offering.
14 Dec 2009securities registration● Neutral
Searchlight Minerals Corp. filed the final prospectus for a registered offering.
4 Dec 2009securities registration● Neutral
Searchlight Minerals Corp. registered a securities offering with the SEC using its shelf eligibility.
4 Dec 2009securities registration● Neutral
Searchlight Minerals Corp. amended an already-effective registration statement.
24 Nov 2009securities registration● Neutral
Searchlight Minerals Corp. filed notice of an exempt private placement.
23 Nov 2009substantial holder notice● Neutral
Luxor Capital Partners, LP, Luxor Spectrum, LLC, Luxor Capital Partners Offshore, Ltd, Luxor Spectrum Offshore, Ltd, Luxor Capital Group, LP, Luxor Management, LLC, LCG Holdings, LLC, Christian Leone disclosed a new substantial Searchlight Minerals Corp. shareholding (9.80% of votes).
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.
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10 Nov 2009late filing notice▼ Bad
Searchlight Minerals Corp. notified the SEC that its quarterly report would be filed late.
2 Oct 2009securities registration● Neutral
Searchlight Minerals Corp. filed the final prospectus for a registered offering.
24 Sept 2009securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
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.
2 Sept 2009securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
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.
27 July 2009securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
7 May 2009securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
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.
12 Feb 2009securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
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.
23 Dec 2008securities registration● Neutral
Searchlight Minerals Corp. amended a filing by which it registered a securities offering with the SEC.
22 Sept 2008substantial holder notice● Neutral
Harry B. Crockett reported a Searchlight Minerals Corp. shareholding of 7,617,923 shares (7.20% of votes) in a periodic institutional filing.
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.