Certain statements in this Quarterly Report on Form 10-Q, or the Report, are "forward-looking statements." These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of Searchlight Minerals Corp., a Nevada corporation (referred to in this Report as "we," "us," "our" or "registrant") and other statements contained in this Report that are not historical facts. Forward-looking statements in this Report or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, or the Commission, reports to our stockholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. When used in this Report, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements, because these forward-looking statements involve risks and uncertainties. There are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors that are discussed under the section entitled "Risk Factors," in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2008.

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three month period ended March 31, 2009 and changes in our financial condition from our year ended December 31, 2008. The following discussion should be read in conjunction with the Management's Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Executive Overview

We are an exploration stage company engaged in the acquisition and exploration of mineral properties and slag reprocessing projects. Our business is presently focused on our two mineral projects: (i) the Clarkdale Slag Project, located in Clarkdale, Arizona, which is a reclamation project to recover precious and base metals from the reprocessing of slag produced from the smelting of copper ore mined at the United Verde Copper Mine in Jerome, Arizona; and (ii) the Searchlight Gold Project, which involves exploration for precious metals on mining claims near Searchlight, Nevada.

Clarkdale Slag Project

Since our acquisition of 100% of the Clarkdale Slag Project in 2007, we have devoted considerable effort designing and engineering our first production module, which included finalizing the production flow sheet, sourcing and purchasing equipment as well as refurbishing the module building and constructing the electrowinning building. The module and electrowinning buildings house the first production module, which has been designed to allow for the grinding, leaching, filtering and extraction of precious and base metals from the slag material and is expected to process between 100 and 250 tons of slag material per day. During 2008, we completed the refurbishing and construction of the module and electrowinning buildings, respectively, and we installed all the necessary equipment in the two buildings for the operation of the first production module. Also in 2008, we expended approximately $1,000,000 to immediately address Phase II long lead-time items such as grading 121 acres of land, drilling a well and preparing the architecture and engineering drawings for the proposed full-scale production facility. In the first two quarters of 2009, we have been executing our plan of operation on the Clarkdale Slag Project, which includes the start-up and operation of the first production module, in an effort to achieve consistent levels of gold and silver extraction that would support the economic feasibility of a commercial production facility.

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On June 17, 2008, we received a Certificate of Occupancy for the laboratory facilities located within the module building, allowing our chemists to conduct immediate, on-site analyses of leaching results to further optimize the metals extraction process. On August 8, 2008, we received a Certificate of Occupancy for the module building, allowing us to operate the grinding, leaching, filtering and resin extraction equipment within the module building. On December 30, 2008, we received a Certificate of Occupancy for the electrowinning building, allowing us to operate the copper and zinc electrowinning equipment within the electrowinning building.

We have completed the construction of the production module for the Clarkdale Slag Project and are now actively engaged in the testing and start-up phase of the project. Since the start of 2009, the primary emphasis has been placed on the crushing and grinding circuits as well as the leaching and extraction of precious metals (gold and silver). To date, our internal laboratory testing has reflected consistent levels of extractable precious metals in pregnant leach solutions from the Clarkdale slag material. We believe that we can improve extraction rates further by optimizing the grind, the chemical characteristics of the leach solutions and the amount of residence time required for maximum grind and leach efficiency. We have engaged Mountain States R&D International, Inc., an independent engineering firm, to analyze, in accordance with chain-of-custody standards, the internal operating results of the gold circuit, which we believe comprises the majority of the potential value of the entire Clarkdale Slag Project.

We incurred delays during the construction of our production module, including delays in receiving large pieces of equipment from manufacturers, engineering related delays due to the complexity of installing the production module equipment in a World War I era module building and the decision to construct a separate building to house the electrowinning equipment after it was determined that the electrowinning equipment would not adequately fit in the module building. Consequently, the construction timeline for completing the production module was extended by approximately twelve months from what we originally anticipated and there was an approximately 55% increase in costs from what we had originally projected.

We anticipate that the operation of our production module will allow us to determine the economics of the project and serve as the basis for the final feasibility of the project. If the feasibility of the project establishes economic viability, we expect to commence construction of a full-scale production facility where we intend to install subsequent modules in parallel where we expect that each subsequent module would be comparable in technology and scale to the initial production module. The number of subsequent modules required to attain full-production of 2,000 tons per day will be determined once the initial production module capacity is determined. The cost of developing our initial production module was approximately $12,000,000. We do not believe that the construction of subsequent modules will cost as much because: (i) of the knowledge we have developed in the construction of the initial production module, and (ii) any additional modules will be new construction, rather than rehabilitation of an older building. However, the scope and size of our full-scale production facility, including the number of additional modules, the timing and cost of additional modules and the economies of scale of a production facility, will depend upon a number of factors, including the results of a feasibility study and the availability of funding. A more thorough economic analysis of the full-scale production facility, including specific capital and operating costs, funding schedules and funding sources, is expected to occur during the feasibility evaluation of the initial production module. We anticipate the first stage of the feasibility evaluation of the production module to begin during the second quarter of 2009.

We have budgeted $2,400,000 for our work program on the Clarkdale Slag Project over the next twelve months, which includes the operation of the production module and performing the feasibility study. A decision on allocating approximately $6,000,000 of additional funds for the Phase II expansion will be made once the first production module is operational and its results are analyzed.

We expect that there will be significant financing requirements in order to finance the construction of a full-scale production facility, and cannot assure you that such funding will be available at all or on terms that are reasonably acceptable to us. If the results from our feasibility study and the results from the operation of the production module do not support a basis for us to proceed with the construction of our proposed, full-scale production facility or we cannot obtain funding at all or on terms that are reasonably acceptable to us, we will have to scale back or abandon our proposed operations on the Clarkdale Slag Project. If management determines, based on any factors, including the foregoing, that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a significant impairment of our investment in such property interests on our financial statements.

Searchlight Gold Project

Since 2005, we have maintained an ongoing exploration program on our Searchlight Gold Project and have contracted with Arrakis, Inc. ("Arrakis"), an unaffiliated mining and environmental firm, to perform a number of metallurgical tests on surface and bulk samples taken from the project site under strict chain-of-custody protocols. In 2007, results from these tests validated the presence of gold on the project site, and identified reliable and consistent metallurgical protocols for the analysis and extraction of gold, such as microwave digestion and autoclave leaching. Autoclave methods typically carry high capital and operating costs on large scale projects, however, we were encouraged by these results and in the first quarter of 2008, and we approved a continuation of the metallurgical work program with Arrakis. The goal of this work program is to attempt to further improve upon the extraction grades of gold from samples taken from the project and explore in more detail the potential capital and operating costs of implementing methods, such as autoclave leaching.

During the second quarter of 2008, we "double staked" the Searchlight property by filing, with the BLM and the Clark County, Nevada Recorder, 142 new and separate 20-acre placer claims over-top of the twenty existing 160-acre claims. We believe that "double staking" the property enhances our existing claims because "double staking" with 20-acre claims provides a more secure basis for asserting our claim rights than our existing 160-acre claims. We were only able to "double stake" 2,840 acres out of the 3,200 acre site due to various regulatory restrictions on staking of certain of the smaller land parcels on the site. If the BLM challenges the validity of the 160-acre claims or we are forced to abandon such claims, we would revert to the 20-acre claims covering only the 2,840 acres. Any regulatory permits that we have applied or may apply for (i.e., drilling, and mining) would have to be conducted within the related 2,840 acres. We do not believe that the inability to "double stake" the entire 3,200 acre site will have a material adverse effect on our operations.

We have maintained the twenty prior 160-acre claims to provide us with a basis to retain the priority of and defend our existing 160-acre mining claims. However, we are subject to the risk that when we, a single entity, acquire title to association placer claims from an association of prior, multiple locators, there could be potential problems for us in the future. First, the validity of the association of the prior locators could always be challenged by the BLM if the BLM believed that the association was not properly assembled or if there were any "dummy locators" (place-holder locators who did not contribute to the association). Second, if there were a mineral discovery on any 160-acre claim following the transfer to us, the claims could implode to a 20-acre parcel surrounding the point of discovery and potentially leave the surrounding 140 acres unavailable for re-staking. Third, the location of the 20-acre claims may cause an implied abandonment of the older claims. Should a problem occur in the future with the 160-acre claims, we could revert to the 20-acre claims, if necessary. Also, there are additional costs to us due to the fact that we have to maintain two sets of claims.

In addition, the BLM has been excluding significant amounts of land in southern Nevada from mining and development over the past few decades. The BLM has designated this excluded land as "environmental concern areas." Any person that wishes to stake mining claims would not be able to do so in these affected areas. However, if a person already owns valid claims before the land is designated as an environmental concern area, the claimant would have those claims grandfathered in. In the case of the Searchlight Claims, the Searchlight Project has not been designated as an environmental concern area. If the BLM decides in the future to designate the Searchlight Project site as an environmental concern area, and also challenges our 160-acre claims, we would have to rely on our "double staked" claims to preserve the Searchlight Claims. Although we believe that, in such event, our "double staked" claims would survive a challenge by the BLM, there can be no assurances to that effect and the successful challenge of all of the Searchlight Claims would have a material adverse effect on the Searchlight Project and our operations.

The Searchlight Gold Project involves exploration for precious metals on mining claims near Searchlight, Nevada. We have been engaged in an exploration program on our Searchlight Gold Project since 2005. The prior owners of the interests in the Searchlight Gold Project had previously obtained a BLM approved Plan of Operations, which included permission to drill eighteen holes on the 3,200 acre project area and to mine a 36 acre pit on our RR304 claim. Our ability to drill or mine the 36 acre pit on the Searchlight Gold Project has been suspended by the BLM, at this time, as the result of an order for "Immediate Suspension of All Activities" notice issued by the BLM to K. Ian Matheson, one of the prior Searchlight Claim owners, who also was one of our former officers and directors (but remains as a current principal stockholder), and certain of his affiliates (who also were prior Searchlight Claim owners and are currently among our stockholders) covering all projects tied to Mr. Matheson, including the Searchlight Gold Project Plan of Operations, our planned drilling operations and our ability to fulfill our plan of operation with respect to the Searchlight Gold Project.

In the third quarter of 2008, we submitted a new Plan of Operations to the BLM substantially similar to the original Plan of Operations, which includes a request to drill eighteen holes on the project area and to mine a 36 acre mining pit. On August 27, 2008, the BLM notified us that they had certain questions and needed some clarifications to the Plan of Operations that we submitted. These issues included clarifying the equipment to be used in the operations, any chemicals that may be used, location of and total amount of mined material as well as intention of crushed rock that will be hauled off-site. The BLM also requested clarification on any differences between our new Plan of Operations and the one previously obtained by Mr. Matheson's affiliate. The BLM also advised that the previous bond that we posted of $180,500 for the previous Plan of Operations would not be transferrable to the new one and that a new bond would have to be posted. Hence, the recovery of the reclamation bond is uncertain and therefore we have established a full allowance against the reclamation bond with the offsetting expense to project exploration costs.

In September 2008, we decided that we would only continue to pursue the permits to drill on the project area and forgo the 36-acre pit until a later date since we believed that by keeping the pit area in the Plan of Operations, it might delay the BLM's approval process for the Plan of Operations. Further, by reducing the scope of the permit, we decided that we could submit the application in the form of a Notice of Intent, a shorter and less complex application form than a Plan of Operations. Consequently, on September 24, 2008, we withdrew the Plan of Operations and submitted a Notice of Intent with the BLM, pursuant to which we sought permission to drill eighteen 500-foot drill holes on the Searchlight project area.

On October 10, 2008, we received a comment letter from the BLM regarding the Notice of Intent, which included a request to clarify the exact depth of each drill hole, whether the drill holes will be cased to prevent internal caving, the length of time each drill hole will remain open, a revised reclamation cost estimation and a minor revision to one of the maps. On October 22, 2008, we responded to these comments and submitted an amended Notice of Intent with the BLM. On December 15, 2008, we received a letter from the BLM advising us that the BLM had closed our Notice of Intent from consideration and that a new Plan of Operations would be required based on two issues relating to the Desert Tortoise (Gopherus asassizii), a Federally listed Threatened Species: (i) the proximity of the project area to a nearby Area of Critical Environmental concern (ACEC); and (ii) the future likelihood of tortoises being present on the land within the project area which is involved in the application.

On January 13, 2009, we filed a Notice of Appeal of the BLM's decision regarding the closing of our Notice of Intent, and, thereafter, submitted a statement of reasons relating to the appeal, which supports our case that we should be allowed to obtain our desired drilling permits through a Notice of Intent, as opposed to a Plan of Operations, even considering the Searchlight Project's proximity to the ACEC.

On March 23, 2009, we submitted a new Plan of Operations to the BLM, taking into account the Desert Tortoise issue. In the new Plan of Operations, we have requested permission to drill eighteen drill holes on the project area. On April 16, 2009, we received a comment letter from the BLM regarding our Plan of Operations, which included a request to clarify the storage of petroleum based products for the drill rig, a list of materials to be stored onsite with regard to the "Preventative Maintenance," a seed mix cost estimate, the location and amount of land required to stockpile the topsoil used to salvage the cacti and yucca at each drill site, and the coordinates of each drill location. We intend to submit out answers the BLM's questions in May 2009.

There is no regulatory time frame for the BLM to review our Plan of Operation. We understand that the average time frame for approval of a plan of operation by the Las Vegas, Nevada branch office of the BLM since January 1, 2000 has been approximately four years and five months. Although we understand that the average time frame of the application process by the Las Vegas branch office of the BLM relating to an environmental assessment in connection with a plan of operations is approximately eleven months, the "threatened species" issue raised by the BLM requires the BLM to consult with the U.S. Fish and Wildlife Service of the Department of Interior, and the BLM has no control over the length of this consultation process in order to develop any necessary environmental mitigation measures. Further, although we are still following through with our appeal regarding the closing of our Notice of Intent, we determined that, due to the standard lengthy time required to have a Plan of Operations approved by the BLM and should we be unsuccessful with our appeal, it would be prudent to begin the approval process immediately by filing a new Plan of Operations.

Whether we obtain an approved Notice of Intent or Plan of Operations, our work on the project site will be limited to the scope within the Notice of Intent or Plan of Operations. However, the Plan of Operations approval process will delay the start of our drilling program for an undetermined period of time. To perform any additional drilling or mining on the project, we would be required to submit a new application to the BLM for approval prior to the commencement of any such additional activities. We do not believe these added requirements will have a material adverse impact on our plan of operations for the Searchlight Gold Project. There is no assurance of the timeline for approval by the BLM or that the BLM will grant approval. Our drilling and mining program on this project is dependent on obtaining the necessary approval from the BLM. Therefore, if approval is not obtained, we may have to scale back or abandon exploration efforts on the project. If management determines, based on any factors including the foregoing, that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a significant impairment of our investment in such property interests on our financial statements.

We have budgeted $200,000 to our twelve month work program for the Searchlight Gold Project. Our work program is focused on continuing the testing program with Arrakis, including metallurgical tests, bulk sampling, milling, leaching and extraction tests to optimize recovery of precious metals from samples taken from the project and exploring in more detail the potential capital and operating costs of implementing methods, such as autoclave leaching. We will also focus on our work with the BLM, our consultants and our attorneys to help us obtain approval of the Plan of Operations, containing the necessary permits to execute on our desired drilling program. The drilling and pre-feasibility program, which we anticipate will include an eighteen-hole drill program, chain-of-custody sampling and assaying of drill hole material, pilot plant tests and a pre-feasibility report, is expected to commence shortly after receiving the BLM's approval of the Plan of Operations.

Anticipated Cash Requirements

Over the next twelve months, our management anticipates that the minimum cash requirements for funding our proposed exploration and development program and our continued operations will be approximately $5,300,000. At April 30, 2009, we had cash reserves in the amount of approximately $4,000,000. This amount is substantially less than the total expenditures that we have budgeted for the next 12 months by approximately $1,300,000. We estimate that our current financial resources are sufficient to allow us to meet the anticipated costs of our exploration and development programs for the remaining three quarters of our 2009 fiscal year. However, if actual costs are greater than we have anticipated, we will require additional financing in order to fund our exploration and development plans for 2009. We do not currently have any financing arrangements in place, and there are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us.

Our plan also includes anticipated expenditures of approximately $6,000,000 on Phase II of our Clarkdale Slag Project, subject to funding availability. We will require additional funding to fulfill our entire anticipated plan of operations. In addition, the actual costs of completing those activities may be greater than anticipated.

Our estimated cash requirements for the next twelve months are as follows:

                                                      BUDGET

Administrative Expenses                             $ 1,400,000
Legal and Accounting Expenses                       $   800,000
Consulting Services                                 $   500,000

SUBTOTAL                                            $ 2,700,000

Clarkdale Slag Project


Production Module Operation                         $ 1,900,000
Feasibility Study                                   $   500,000

SUBTOTAL                                            $ 2,400,000

Searchlight Gold Project
Metallurgical Testing and Pre-Feasibility Program   $   100,000
Permitting                                          $   100,000

SUBTOTAL                                            $   200,000

                                            TOTAL   $ 5,300,000

Critical Accounting Policies

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Mineral rights - We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents fair value of the mineral rights acquired.

We capitalize acquisition and option costs of mineral rights as tangible assets in accordance with Emerging Issues Task Force abstract 04-02 ("EITF 04-02"), "Whether Mineral Rights are Tangible or Intangible Assets and Related Issues." Upon commencement of commercial production, the mineral rights will be amortized using the unit-of-production method over the life of the mineral rights. If we do not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. We evaluate the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for Impairment of Disposal of Long-Lived Assets."

Capitalized interest cost - We capitalize interest cost related to acquisition, development and construction of property and equipment which is designed as integral parts of the manufacturing process of this project. The capitalized interest is recorded as part of the asset it relates to and will be amortized over the asset's useful life once production commences.

Exploration costs - Mineral exploration costs are expensed as incurred.

Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation is principally provided on the . . .