UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEARCHLIGHT MINERALS CORP.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
812224 20 2
(CUSIP Number)
CHARLES A. AGER
3500 Lakeside Court, Suite 206
Reno,
NV 89509
Telephone: 775-826-1115
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
September 24, 2009
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to
the subject
class of securities, and for any subsequent amendment containing information
which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of
Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the
Act but shall be subject to all other provisions of
the Act (however, see the Notes).
__________
1.
|
Names of Reporting
Person:
CHARLES
A. AGER
.
|
|
|
|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions):
|
|
(a)
[
]
|
|
(b)
[ ]
|
|
Not applicable
.
|
|
|
|
|
3.
|
SEC Use Only:
|
|
|
|
|
4.
|
Source of Funds (See
Instructions):
OO
.
|
|
|
|
|
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):
|
|
Not applicable
.
|
|
|
|
|
6.
|
Citizenship or Place of
Organization:
Canada
.
|
|
|
Number of Shares Beneficially Owned by Each Reporting Person
With:
7.
|
Sole Voting
Power:
None
.
(1)
|
|
|
8.
|
Shared Voting
Power:
17,645,190 Shares
.
(1)
|
|
|
9.
|
Sole Dispositive
Power:
None
.
(1)
|
|
|
10.
|
Shared Dispositive
Power:
17,645,190 Shares
.
(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
17,645,190 Shares
.
(1)
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
|
|
Not applicable
.
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11):
14.8% (based on 1,118,757,123 shares of the Issuers common stock being
issued and outstanding as at November 18, 2009)
.
|
|
|
14.
|
Type of Reporting Person (See Instructions):
IN
.
|
|
(1)
|
The filing of this statement by the Reporting Person
shall not be construed as an admission that the Reporting Person is, for
the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by the statements
herein.
|
__________
Page 2 of 7
This Schedule 13D/A (Amendment No. 1) is being filed by Charles
A. Ager (the Reporting Person) pursuant to Rule 13d-2(a) of the Securities
Exchange Act of 1934 to amend and supplement the Schedule 13D of the Reporting
Person filed with the United States Securities and Exchange Commission on April
15, 2008 (the "Original Schedule 13D"). Except as specifically amended hereby,
the disclosure set forth in the previously filed Schedule 13D remains unchanged.
Unless otherwise defined herein, the capitalized terms used herein have the
meaning ascribed to them in the Original Schedule 13D.
ITEM
2. IDENTITY
AND BACKGROUND.
A.
|
Name of Persons filing this Statement:
|
|
|
|
This statement is filed by Charles A. Ager (the
Reporting Person).
|
|
|
B.
|
Residence or Business Address:
|
|
|
|
The address of the Reporting Person is 3500 Lakeside
Court, Suite 206, Reno, NV 89509.
|
|
|
C.
|
Present Principal Occupation and
Employment
|
|
|
|
The Reporting Person is the sole executive officer and
sole director of Nanominerals Corp. (Nanominerals) and is also a
self-employed geophysical engineer.
|
|
|
D.
|
Criminal Proceedings:
|
|
|
|
The Reporting Person has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
|
|
|
E.
|
Civil Proceedings:
|
|
|
|
The Reporting Person has not been, during the last five
years, a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction where, as a result of such proceeding,
there was or is a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
|
|
|
F.
|
Citizenship:
|
|
|
|
The Reporting Person is a citizen of
Canada.
|
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 24, 2005, the Issuer issued to Nanominerals a
warrant to purchase 10,000,000 shares of the Issuers 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 2005 Warrants). The 10,000,000 shares
of common stock are restricted shares as defined in the Securities Act. The 2005
Warrants were issued to Nanominerals in connection with the assignment to the
Issuer of Nanominerals interest in a joint venture agreement dated May 20, 2005
between Nanominerals and Verde River Iron Company, LLC, for the purpose of
funding the Issuers Clarkdale Slag Project.
On January 17, 2006, Nanominerals acquired 16,000,000 of the
Issuers shares of common stock for a total purchase price of $4,640.50 from K.
Ian Matheson, a member of the Issuers board of directors. Also
Page 3 of 7
Nanominerals entered into the following transactions respecting
the Warrants: (i) on January 17, 2006 Nanominerals sold 8,000,000 of its 2005
Warrants to K. Ian Matheson in consideration of $5,000, (ii) on January 31, 2006
Nanominerals sold 1,000,000 of its 2005 Warrants to Richard J. Werdesheim and
Lynne Werdesheim as trustees for the Werdesheim Family Trust for a payment of
$625, and (iii) on January 31, 2006 Nanominerals sold the remaining 1,000,000 of
its 2005 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.
On November 12, 2009, Nanominerals purchased 400,000 Units
offered by the Issuer in a private placement financing at a price of $1.25 per
Unit. Each Unit consisted of one share of the Issuers common stock and one-half
of one share purchase warrant. Each full share purchase warrant (a 2009
Warrant) entitles the holder to purchase one additional share of common stock
at an exercise price of $1.85 per share and has an expiration date of November
12, 2012. Nanominerals paid for the Units out of its own funds.
Geotech Mining Inc. (Geotech) and Geosearch Mining Inc. have
each acquired a total of 140,000 Shares of the Issuers common stock in
consideration for the transfer of their interests in the Searchlight Claims to
the Issuer. The Reporting Person is the sole shareholder, sole director and sole
officer of Geotech. The Reporting Persons spouse, Carol Ager, is the sole
shareholder, sole director and sole officer of Geosearch. Mrs. Ager owns an
additional 765,190 Shares of the Issuers common stock personally, in her own
name. These shares were acquired by Mrs. Ager in a private transaction using her
own funds.
ITEM
4. PURPOSE
OF TRANSACTION
The 2005 Warrants were issued to Nanominerals in connection
with the assignment to the Issuer of Nanominerals interest in a joint venture
agreement dated May 20, 2005 between Nanominerals and Verde River Iron Company,
LLC, for the purpose of funding the Companys Clarkdale Slag Project. The
16,000,000 shares acquired by Nanominerals on January 17, 2006, and the 400,000
Units acquired by Nanominerals on November 12, 2009, were acquired by
Nanominerals for investment purposes.
The Shares of the Issuers common stock acquired by the
Reporting Person and Mrs, Ager, including the Shares acquired by Geotech and
Geosearch, were acquired by them for investment purposes.
Subject to all relevant securities law provisions, the
Reporting Person may acquire or dispose of securities of the Issuer from time to
time in the open market or in privately negotiated transactions with third
parties.
Except as otherwise described herein, the Reporting Person does
not have any plans or proposals as of the date hereof which relate to or would
result in any of the transactions described in clauses (a) through (j) of Item 4
of Schedule 13D.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER.
(a)
Aggregate Beneficial Ownership:
The filing of this statement by the Reporting Person shall not
be construed as an admission that the Reporting Person is, for the purposes of
Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by the statements herein.
Title of Security
|
Amount
|
Percentage of Shares of Common Stock
|
Common Stock
|
17,045,190
(1)(2)
(indirect)
|
16.0%
(1)(2)
|
Page 4 of 7
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on the date of this Statement. As of November
18, 2009 there were 118,757,123 shares of the Issuers common stock issued
and outstanding.
|
|
|
|
|
(2)
|
Includes 16,600,000 shares beneficially owned by
Nanominerals. The Reporting Person is the sole director and sole officer
of Nanominerals. In addition, pursuant to a shareholders agreement, the
Reporting Person has control over a majority of the shareholder voting
power of Nanominerals. As such, the Reporting Person has voting and
dispositive power over the 16,600,000 shares of the Issuer listed as
beneficially owned by Nanominerals and has listed those shares as being
indirectly beneficially owned by him. In addition to the shares owned by
Nanominerals, the Reporting Persons affiliate, Geotech Mining Inc. owns
140,000 shares of the Issuers common stock. Also included in the shares
listed as beneficially owned by the Reporting Person are a total of
905,190 shares beneficially owned by the Reporting Persons wife, Carol
Ager. Mrs. Ager owns 765,190 shares of the Issuers common stock in her
own name, and an additional 140,000 shares of the Issuers common stock in
the name of her affiliate, Geosearch Inc. Mrs. Ager also owns 17.5% of the
outstanding shares of Nanominerals.
|
(b)
|
Power to Vote and Dispose of the Company
Shares:
|
|
|
|
For purposes of this Statement, the Reporting Person is
disclosing that he shares dispositive and voting power with respect to the
16,600,000 shares of the Issuers common stock held by Nanominerals as the
Reporting Person is the sole director and sole officer of Nanominerals and
the Reporting Person has the power to vote a majority of Nanominerals
outstanding shares. In addition, the Reporting Person is disclosing that
he shares voting and dispositive power over the shares of the Issuers
common stock owned by Geotech Mining Inc., Geosearch Inc. and Carol
Ager.
|
|
|
(c)
|
Transactions Effected During the Past 60
Days:
|
|
|
|
On November 12, 2009, Nanominerals purchased 400,000
Units offered by the Issuer in a private placement financing at a price of
$1.25 per Unit. Each Unit consisted of one share of the Issuers common
stock and one-half of one share purchase warrant. Each full share purchase
warrant (a 2009 Warrant) entitles the holder to purchase one additional
share of common stock at an exercise price of $1.85 per share and has an
expiration date of November 12, 2012.
|
|
|
(d)
|
Right of Others to Receive Dividends or Proceeds of
Sale:
|
|
|
|
None.
|
|
|
(e)
|
Date Ceased to be the Beneficial Owner of More Than
Five Percent:
|
|
|
|
Not Applicable.
|
Page 5 of 7
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR
RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
|
In June 2007, the Reporting Person entered into a verbal
agreement with Ian McNeil and Carl Ager, pursuant to which Mr. McNeil and Carl
Ager agreed to grant full management and operational power and authority over
Nanominerals to the Reporting Person. This included a grant of proxy to the
Reporting Person with respect to the voting rights associated with the shares of
Nanominerals owned by Mr. McNeil and Carl Ager. On September 24, 2009, this
verbal agreement was memorialized in a written shareholders agreement (the
Shareholders Agreement) between Mr. McNeil, Carl Ager and the Reporting
Person. Under the terms of the Shareholders Agreement, the Reporting Person has
the right to vote all of the shares of Nanominerals owned by Mr. McNeil and Carl
Ager. The Reporting Persons right to vote Mr. McNeils and Carl Agers shares
will expire 61 days after that person ceases to be a director or executive
officer of the Issuer. As a result of these agreements, at the time of this
Amendment No. 1, the Reporting Person has the right to vote 52.6% of the
outstanding shares of Nanominerals. Carl Ager is the son of the Reporting
Person.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
|
1.
|
Assignment agreement between Searchlight Minerals Corp.
and Nanominerals Corp. dated effective as of June 1,
2005.
(1)
|
|
|
|
|
2.
|
Amendment to Assignment Agreement Searchlight Minerals
Corp. and Nanominerals Corp. dated October 24, 2005 incorporated by
reference as exhibit 10.1 to the Companys Form 8-K filed with the
Securities and Exchange Commission on October 28, 2005.
(2)
|
|
|
|
|
3.
|
Warrant Transfer Agreement dated January 17, 2006 between
Nanominerals Corp. and K. Ian Matheson.
(3)
|
|
|
|
|
4.
|
Share Transfer Agreement dated January 17, 2006 between
Nanominerals Corp. and K. Ian Matheson. (3)
|
|
|
|
|
5.
|
Warrant Transfer Agreement dated January 31, 2006 between
Nanominerals Corp. and Craigen L.T. Maine, TR FBO Maine Rev. Family Trust
UA June 4, 1980.
(3)
|
|
|
|
|
6.
|
Warrant Transfer Agreement dated January 31, 2006 between
Nanominerals Corp. and Richard J. Werdesheim and Lynne Werdesheim TTEES
FBO Werdesheim Family Trust DTD 10-14-86.
(3)
|
|
|
|
|
7.
|
Shareholders Agreement dated September 24, 2009 among Ian
McNeil, Carl Ager and Charles A. Ager.
|
|
(1)
|
Incorporated by reference as an exhibit to the Issuer's
Form 8-K filed with the SEC on June 16, 2005.
|
|
(2)
|
Incorporated by reference as an exhibit to the Issuer's
Form 8-K filed with the SEC on October 28, 2005.
|
|
(3)
|
Incorporated by reference as an exhibit to Nanomineral's
Schedule 13D filed with the SEC on June 22, 2006.
|
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 18, 2009.
|
/s/
Charles A. Ager
|
|
CHARLES A. AGER
|
Page 7 of 7
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Searchlight Minerals (PK) (USOTC:SRCH)
Historical Stock Chart
From Jul 2023 to Jul 2024