Searchlight Resources Inc (SCLTF)

[lmcat]

Does anyone know the float and how this will affect it?

We are registering 9,897,554 shares of common stock for sale by the selling security holders listed in this prospectus. Of the 9,897,554 shares being registered, 6,468,528 shares were issued in private placement transactions completed in May 2011, June 2011 and July 2011; 3,234,260 shares are issuable upon exercise of share purchase warrants issued by us in May 2011, June 2011 and July 2011 (the “Warrants”), 129,844 shares issuable upon exercise of an option (the “Agent’s Option”) issued by us, and 64,922 shares issuable upon exercise of warrants (the “Agent’s Warrants”) underlying the Agent’s Option.

The selling security holders may resell their shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions, as well as private transactions. We will not receive any proceeds from the sale of shares being sold by the selling security holders. The prices at which the selling security holders may sell their shares will be determined by prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. The selling security holders named in this prospectus will bear the costs of all commission or discounts, if any, attributable to the sale of their shares. We are bearing the costs, expenses and fees associated with the registration of the shares in this prospectus. We will not receive any proceeds from the sale of shares of common stock covered by this prospectus. We will receive proceeds on the exercise of the Warrants, the Agent’s Option or the Agent’s Warrants, the underlying shares of which are covered by this prospectus. However, the selling security holders listed in this prospectus are not required to exercise the Warrants, the Agent’s Option or the Agent’s Warrants and there is no assurance that they will exercise these securities. If all Warrants, Agent’s Option, Agent’s Warrants are exercised, we will receive total gross proceeds of CDN $1,695,036.40.

Our common stock trades in Canada on the TSX Venture Exchange under the symbol “CNC” and over the counter in the United States on the OTC Bulletin Board and OTCQB market place under the symbol “CNYC." The last reported sale price of our common stock on the OTC Bulletin Board at the close of business on December 13, 2011 was $0.18 per share.

The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus titled “Risk Factors” on page 6 before buying any shares of our common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This Prospectus is Dated December 14, 2011