SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
NANOMINERALS CORP.

(Last) (First) (Middle)
3500 LAKESIDE COURT, SUITE 206

(Street)
RENO NV 89509

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2005
3. Issuer Name and Ticker or Trading Symbol
Searchlight Minerals Corp. [ SLGT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Common Stock, par value $0.001 per share 16,000,000(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On October 24, 2005, and in connection with the issuer's then Assignment Agreement with the reporting person, the issuer issued to the reporting person warrants to purchase 10,000,000 shares of the issuer's common stock at an exercise price of $0.375 per share expiring June 1, 2015, pursuant to Section 4(2) of the Securities Act of 1933 (the "Warrants"). At the instruction of the reporting person, the issuer issued 2,000,000 of the Warrants to Clarion Finanz AG, a designate of the reporting person. The 10,000,000 shares of common stock are restricted shares as defined in the Securities Act. The Warrants were issued to the reporting person in connection with the assignment to the issuer of the reporting person's then interest in a joint venture agreement dated May 20, 2005, between the reporting person and Verde River Iron Company, LLC, for the purpose of funding the reporting issuer's Clarkdale Slag Project.
2. On January 17, 2006, the reporting person acquired 16,000,000 of the issuer's shares of common stock for a total purchase price of $4,640.50 from K. Ian Matheson, a member of the issuer's Board of Directors. On that same date the reporting person also entered into the following transactions respecting the Warrants: (i) the reporting person sold 8,000,000 of its Warrants to K. Ian Matheson in consideration of $5,000, (ii) the reporting person sold 1,000,000 of its Warrants to Richard J. Werdesheim and Lynne Werdesheim Family Trust for a payment of $625, and (iii) the reporting person sold the remaining 1,000,000 of its Warrants to Craigen L.T. Maine, as trustee for the Maine Rev. Family Trust, for a payment of $625. The transfers were completed pursuant to Section 4(2) of the Securities Act of 1933.
Charles A. Ager, Director and Authorized Signatory of Nanominerals Corp. 04/14/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.