Searchlight Resources Inc (SCLTF)

[Belgianshareholder]

CNYCF - 10K out

On January 24, 2013, the Company entered into an agreement (the “Agreement”) with Sandfield Resources Ltd. (“Sandfield”) and Sandfield Resources (USA) Inc. whereby the Company has agreed to transfer to Sandfield up to a 70% interest in its optioned Moonlight Property. Under the terms of the Agreement, Sandfield will earn a 60% interest in the Moonlight Property (the “Initial Interest”) upon:


(i)
paying the Company $125,000 on TSX Venture Exchange approval of the Agreement (received);


(ii)
issuing the Company 500,000 common shares on the date Sandfield lists its common shares on the TSX Venture Exchange;


(iii)
incurring $100,000 of exploration expenditures on or before May 31, 2013 (completed);


(iv)
paying the Company $125,000 and incurring an additional $500,000 of exploration expenditures by the second anniversary of the Agreement; and


(v)
paying the Company $125,000, issuing the Company 2,500,000 common shares and incurring an additional $1,000,000 of exploration expenditures by the third anniversary of the Agreement.

Sandfield will be able to earn an additional 10% interest in the Moonlight Property (the “Secondary Interest”) by issuing the Company 2,500,000 common shares and incurring an additional $3,000,000 of exploration expenditures by the fifth anniversary of the Agreement. Sandfield will also be responsible for all payments and share issuances required by the underlying option and assignment agreements and paying all BLM claim maintenance fees (Note 3(f)).

If Sandfield exercises the Initial Interest, the Company and Sandfield will form a joint venture for the purpose of carrying out further exploration and development of the Moonlight Property.