Searchlight Minerals Corp. (OTCPK:SRCH) announced that it has entered into a term sheet with respect to a binding commitment for a private placement of secured convertible notes for gross proceeds of $5,000,000 on August 19, 2013. The notes will be due five years from the date of issuance. The note holders will have a put option on the second anniversary of the issuance date and every six months thereafter, at par plus accrued and unpaid interest. The notes will bear interest at a rate of 7% per annum which will be paid in cash semi-annually. The notes are convertible into common stock of the company at $0.40 per share. The transaction will include participation from existing investor Luxor Capital Partners, L.P., a fund managed by Luxor Capital Group, LP., which will subscribe to notes for proceeds of $2,600,000. Luxor Capital Partners, L.P. will act as the lead investor. The company will have until September 2, 2013 to seek additional potential accredited investors who will be provided the opportunity to subscribe notes for an additional $2,400,000. The company is in the process of securing additional commitments from accredited investors. The investors shall have the right to purchase pro rata up to $750,000 of additional separate notes, of which Luxor Capital Partners shall be able to purchase up to $390,000 of the separate notes, on or before the first anniversary of the issuance date. The additional notes shall bear identical terms as the notes being issued in this transaction. The company shall reimburse the investors only for all reasonable out of pockets fees and expenses incurred in relation to the transactions contemplated by this term sheet.

On September 18, 2013, Searchlight Minerals Corp. closed the transaction. The transaction was co-led by Luxor Capital Group, LP and Martib Oring. The company received $4,000,000 in this transaction from a total of sixteen investors. The company intended to receive minimum proceeds of $2,600,000 and maximum proceeds of $5,000,000. The transaction included participation from accredited investors including, Luxor Capital Group, LP. for $2,600,000; of which $621,000 were invested through Luxor Wavefront, LP, $1,911,000 were invested through Luxor Capital Partners, LP, and $68,000 were provided through OC 19 Master Fund, L.P.-LCG, Martin Oring, Director, Chief Executive Officer, and President of the company, and certain affiliates of him participated for $235,000, Richard Gunther for $200,000, and other investors. The notes will mature on September 18, 2018. The company also issued options to the investors to Luxor Capital Partners, LP, Luxor Wavefront, LP, and other funds managed by Luxor Capital Group, LP to acquire convertible notes worth $286,650, $93,150, and $10,200 respectively. The options will be exercisable from September 18, 2013 and expire on September 18, 2014. The company issued securities pursuant to exemption provided under Regulation D. The company did not pay any commissions or broker's fees. Baker & Hostetler LLP acted as a legal advisor to the company. Akin Gump Strauss Hauer Feld LLP acted as a legal advisor to the investor. The company shall pay fees and expenses of the legal advisor of the investor. The note holders have the right to purchase pro rata up to $600,000 of additional separate notes on or before September 18, 2014, on the same terms and conditions as the original notes. The note holders also may elect to have their Notes redeemed by the Company at par beginning September 18, 2015.