May 9, 2005 Mr. Ian Matheson President & CEO Searchlight Minerals Corp. 2215 Lucerne Circle Henderson, NV 89015 USA Dear Ian:Engagement Letter • August 22nd, 2005 • Searchlight Minerals Corp. • Services-business services, nec
Further to our discussions, Dominick & Dominick Securities Inc. ("Dominick") is pleased to outline the terms of an agreement pursuant to which we would be engaged by Searchlight Minerals Corp. (the "Company"), to act as its agent for the private placement of up to 4,000,000 units of the Company's common stock at a price of $0.50 per unit, for gross proceeds of up to US$2,000,000, on terms mutually agreeable between the parties hereto, certain of which terms are set forth in Schedule A, annexed hereto and incorporated by reference (such private placement referred to as the "Offering"). Each Unit will consist of one share of the Company's common stock, par value $0.001 per share (each a "Share"), one half (1/2) of one share purchase warrant to (each a "Warrant") and a Penalty Warrant (as defined below). Each one full Warrant will entitle the holder to purchase one additional Share for a period of nine months from closing of the Offering, at a price of $1.25 per share. Each penalty warran
