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Message: Receives USD 10 Million Deposit for Pampa de Pongo Iron Ore Deposit, Peru

Receives USD 10 Million Deposit for Pampa de Pongo Iron Ore Deposit, Peru

posted on May 21, 2009 11:45AM
May 21, 2009
Cardero Receives USD 10 Million Deposit for Pampa de Pongo Iron Ore Deposit, Peru

Purchase Price Revised to USD 100 million and Bank Guarantee to be Provided by Buyer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 21, 2009) - Cardero Resource Corp. ("Cardero" or the "Company") - (TSX:CDU)(NYSE Amex:CDY)(FRANKFURT:CR5) announces that the Company, the Company's Peruvian subsidiary, Cardero Hierro del Peru, S.A.C. ("Cardero Peru") and Zibo Hongda Mining Co., Ltd., a subsidiary of Nanjinzhao Group Co. Ltd. ("Hongda"), have reached agreement to amend the provisions of the October 24, 2008 sale agreement for the purchase by Hongda of the Pampa de Pongo Iron Deposit in Peru. Hongda had requested a price reduction due to difficult global economic conditions that have significantly adversely impacted iron ore prices. Following extensive negotiations, Cardero has agreed to revise the final sale price to USD 100 million (of which USD 2 million has already been paid).

Accordingly, Hongda has paid the required USD 10 million deposit to Cardero Peru, which is non-refundable unless Cardero terminates the agreement or Rio Tinto Mining and Exploration, S.A.C. ("Rio Tinto") exercises its right of first offer. Due to the new lower purchase price, pursuant to its right of first offer Rio Tinto will have another 45-day period to match the revised terms. If Rio Tinto does so, Cardero will repay the USD 10 million deposit to Hongda.

The balance of the purchase price of USD 88 million is now due on the earlier of ten days after Hongda has received the necessary Chinese governmental approvals to proceed with the purchase and December 17, 2009. The break-up fee payable by Cardero, should it determine not to proceed with the transaction (whether due to a better offer or otherwise), remains at USD 20 million (plus repayment of the USD 10 million deposit). Hongda has agreed to provide, within 90 days, an irrevocable letter of guarantee from a senior Chinese bank guaranteeing the payment of the balance of the purchase price.

"The Board firmly believes that accepting the offer of USD 100 million is in the best interests of the Company and our shareholders, given the current long term projections for the global iron ore markets. The revised agreement will provide us with very significant amount of near term capital that may potentially be employed in new and strategic opportunities - instead of waiting an indeterminate amount of time for commodity prices to improve and hope to sell for higher price in the future," stated Henk Van Alphen, President & CEO. "To take Pampa de Pongo to the next level (feasibility) would result in massive dilution to the shareholders in the current challenging market, and there is no guarantee that by doing so the Company would be able to attract a significantly higher purchase price (taking into account the additional investment by Cardero), than Hongda is prepared to pay now."

About Cardero Resource Corp.

Cardero's focus through 2009 is to realise the considerable value it believes is locked in its significant iron ore assets in the Marcona District of southern Peru, the Baja district of Mexico and in Minnesota, USA while continuing to progress its base and precious metal exploration projects in Argentina and Mexico. The common shares of the Company are currently listed on the Toronto Stock Exchange (symbol CDU), the New York Stock Exchange Amex (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, President
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