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Cardero Announces Results from 2013 Annual General Meeting

Apr 29 2013 12:00AM

Marketwire

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VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/29/13 -- Cardero Resource Corp. ("Cardero" or the "Company") (TSX: CDU)(NYSE MKT: CDY)(FRANKFURT: CR5) announces that all motions put forward for approval at its 2013 Annual General Meeting held April 25th in Vancouver, British Columbia ("AGM") passed with significant shareholder support.

2013 Annual General Meeting Results

At the AGM, the following individuals were re-elected as the directors of the Company: Paul Matysek, Stephan Fitch, Ryan Dunfield, Leonard Harris, and the Company's President & CEO, Hendrik Van Alphen. All directors were re-elected with the support of over 97% of the votes cast. PricewaterhouseCoopers, LLP, Chartered Accountants, were also appointed as the auditors of the Company for the fiscal year ending October 31, 2013.

The Company's shareholders also approved an amendment to the Articles of the Company which implements a requirement for advance notice in connection with the nomination of individuals for election as director of the Company ("Advance Notice Requirements"). The purpose of the Advance Notice Requirements is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. The Company is committed to: (a) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (b) ensuring that all shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees; and (c) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The Advance Notice Requirements are intended to further these objectives.

The Advance Notice Requirements, which are effective today, include, among other things, a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company. The Advance Notice Requirements fix a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company. No person will be eligible for election as a director of the Company unless nominated in accordance with these requirements. In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

The full text of the Advance Notice Requirements, together with the detailed proxy voting on all resolutions submitted to the shareholders at the 2013 Annual General Meeting, is contained in the "Report of Voting Results" for the AGM which is available under the Company's profile on SEDAR and on the Company's website or upon request by contacting the Company's Corporate Secretary at (604) 408-7488.

Issuance of Bonus Shares to Luxor Capital Group, LP.

The Company also announces that, on April 25, 2013, the Company issued 2,000,000 common shares of the Company (the "Bonus Shares") to affiliates of Luxor Capital Group, LP. The Bonus Shares were issued in connection to a placement of senior secured notes ("Notes") in the aggregate principal amount of USD 5,500,000 with certain affiliates of Luxor Capital Group, LP. The Notes were issued on April 22, 2013, have a one year term and were issued at a 9.1% discount to net the Company USD 5,000,000 ($5,077,020) with interest accruing at the rate of 10% per annum, payable semi-annually (13% after an event of default). The Bonus Shares will be subject to a hold period in Canada of four months from the date of issuance, plus additional restrictions under United States securities laws.

Mr. Henk Van Alphen, President and CEO of the Company, stated: "We are extremely happy to have the Luxor Capital Group as our major shareholder (12.3%), and now, with their participation as a lender to the Company, it confirms the confidence they have in the Carbon Creek Metallurgical Coal Project. Luxor Capital Group is a well-known mining investor with approximately $5BB in capital under management. They made their first investment in Cardero in 2008 and have been a consistent supporter of our Company and our management team."

About Carbon Creek

The Carbon Creek Metallurgical Coal Deposit is the Company's flagship asset. Carbon Creek is an advanced metallurgical coal development project located in the Peace River Coal District of northeast British Columbia, Canada. The project has a current reserve of 121 million tonnes, included within a 468 million tonne measured and indicated resource, of ASTM Coal Rank mvB coal. Mineral resources are not mineral reserves and there is no assurance that any of the additional mineral resources that are not already classified as reserves will ultimately be reclassified as proven or probable reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Having completed acquisition of the project in June 2011, the Company released results of an independent preliminary economic assessment in December 2011, followed by a Prefeasibility Study ("PFS") in September 2012. The PFS estimates an undiscounted cash flow of $2.2 billion, an NPV8 of $633 million, and an IRR of 24% (all on a post-tax, 75% basis). The Company is currently undertaking a bankable feasibility study on the project.

For details with respect to the work done to date and the assumptions underlying the current resource and reserve estimates and prefeasibility study, see the technical report entitled "Technical Report, Prefeasibility Study of the Carbon Creek Coal Property, British Columbia, Canada" dated November 6, 2012 with an effective date of September 20, 2012 and available under the Company's profile at www.sedar.com.

EurGeol Keith Henderson, PGeo, Cardero's Executive Vice President and a qualified person as defined by National Instrument 43-101, has reviewed the scientific and technical information that forms the basis of this news release, and has approved the disclosure herein. Mr. Henderson is not independent of the Company, as he is an officer and shareholder.

About Cardero Resource Corp.

The common shares of the Company are currently listed on the Toronto Stock Exchange (symbol CDU), the NYSE MKT (symbol CDY) and the Frankfurt Stock Exchange (symbol CR5). For further details on the Company readers are referred to the Company's web site (www.cardero.com), Canadian regulatory filings on SEDAR at www.sedar.com and United States regulatory filings on EDGAR at www.sec.gov.

On Behalf of the Board of Directors of

CARDERO RESOURCE CORP.

Hendrik van Alphen, CEO and President

To view the Cautionary Statements, please visit the following link: http://media3.marketwire.com/docs/cdu429-CS.pdf.

NR13-11



Contacts:
Cardero Resource Corp.
Andrew Muir
604 638-3287

Cardero Resource Corp.
General Contact
Toll Free: 1-888-770-7488 or Tel: 604 408-7488
604 408-7499 (FAX)
info@cardero.com
www.cardero.com





Source: Marketwire


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