September 30, 2009 |
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-0404
Attn: Russell Mancuso, Legal Branch Chief
Re: Searchlight Minerals Corp.
Registration Statement on Form S-1/A
(File No. 333-132929)
Dear Mr. Mancuso:
On behalf of Searchlight Minerals Corp. (the “Company”), we are writing to respond to the telephonic inquiry of the staff of the Securities and Exchange Commission (the “Commission”) on September 30, 2009 relating to the above-referenced Registration Statement on Form S-1 (File No. 333-132929), which was amended on September 24, 2009 with the Commission. The responses contained in this letter are the positions of the Company.
In response to your inquiry regarding the relationship between Mr. William C. Tao and the Company, the Company does not have any existing relationship with Mr. Tao, and is not aware of any prior relationships with Mr. Tao, including whether he may have had any interest in any of the former Searchlight Claim owner entities (Mr. Tao was not one of the individual former Searchlight Claim owners). In any event, the Company currently is the owner of the Searchlight Claims.
The staff noted a reference to Mr. Tao (and an entity known as WCT & Associates) in the Order, dated September 9, 2009, from the US Department of Interior, Office of Hearings and Appeal, with respect to the denial of the appeal by the Company regarding the closing of a notice of intent relating to the Searchlight Gold Project filed by the Company with the U.S. Bureau of Land Management (“BLM”).
United States Securities and Exchange Commission
Russell Mancuso, Legal Branch Chief
September 30, 2009
Page 2
We have attached copies of a series of correspondence and related documentation provided by the BLM to the Interior Board of Land Appeals referenced as “evidence documenting the basis for BLM’s conclusion that the listed desert tortoise is in the project area” (see page 2 of the Order), including:
· | a cover letter dated June 5, 2009 from the U.S. Department of Interior to the Company, |
· | a letter dated December 15, 2006 from the BLM to William C. Tao (WCT & Associates), |
· | a letter dated December 8, 2006, from William C. Tao (WCT & Associates) to the BLM, with attachments, and |
· | a letter dated November 29, 2006 from Knight and Leavitt Associates to William C. Tao (Royal Mines Inc.), with attachments. |
The Order appears to have inadvertently mischaracterized the existence of a relationship between the Company, on one hand, and either Mr. Tao or the Knight firm, on the other hand. At page 2, the Order states that Mr. Tao was “a claim holder associated with SMC” and that Knight and Leavitt Associates was “a biological firm retained by appellant to survey the project area.” No such relationship existed between the Company, on one hand, and either Mr. Tao or the Knight firm, on the other hand.
Of note, at page 6 of the Order, the Order further relates that an “inspection team evaluated [the Company’s] project area, the ACEC, and an adjoining area subject to Notice N-82894, filed by WCT & Associates (WCT) (emphasis added),” which related to the potential presence of the desert tortoise in the vicinity of the project area of the Searchlight Claims. The claims, which are the subject of Notice N-82894, would appear to have been associated with Mr. Tao, in accordance with his December 8, 2006 correspondence to the BLM, and are further described in the attachments to the letter to the BLM. These claims are not related to the Searchlight Claims.
Further, the November 26, 2006 correspondence from the Knight firm to Mr. Tao states that the Knight firm “performed a biological survey of five proposed drilling sites and a sixth alternative site for Royal Mines Inc.” The Company has and had no relationship with Royal Mines Inc. Further, as set forth in the correspondence, the assertion in the Order that the Company had retained the Knight firm to survey the Searchlight Claims project area is incorrect.
United States Securities and Exchange Commission
Russell Mancuso, Legal Branch Chief
September 30, 2009
Page 3
In connection with the Company’s response to your inquiry, the Company acknowledges that:
1. The Company is responsible for the adequacy and accuracy of the disclosure in the filing of the Registration Statement;
2. The staff’s comments or changes to disclosure in response to staff comments, do not foreclose the Commission from taking any action with respect to the filings; and
3. The Company may not assert the staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We hope that our responses fully address your inquiries. Please contact us if you have any further questions at the address and phone number in our letterhead.
Very truly yours, | ||
/s/ Jeffrey P. Berg | ||
Jeffrey P. Berg | ||
of BAKER & HOSTETLER LLP |
CC: | CARL S. AGER |
KRISTIN LOCHHEAD |
JOSEPH MCCANN |
IAN R. MCNEIL |
MELVIN L. WILLIAMS |