ARRANGEMENT AGREEMENT CARDERO RESOURCE CORP. - and - COALHUNTER MINING CORPORATION APRIL 18, 2011Arrangement Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores • British Columbia
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1901 - 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1920 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2
CARDERO RESOURCE CORP. SUBSCRIPTION AGREEMENT (UNITS – NON-BROKERED) INSTRUCTIONSSubscription Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores • British Columbia
AMENDING AGREEMENT Coal LeaseCoal Lease • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores • British Columbia
PEACE RIVER PARTNERSHIP, a partnership existing under the laws of the Province of Alberta between P. Burns Peace River Resources Corporation and P. Burns Partners Limited, and having an office in the City of Calgary in the Province of Alberta (herein referred to as the “Peace River Partnership”)
AMENDING AGREEMENTCoal Tenure Option Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores
COALHUNTER MINING CORPORATION, a company incorporated under the laws of the Province of British Columbia and having its head office at Suite 507, 475 Howe Street, Vancouver, British Columbia, V6C 2B3
ContractArrangement Agreement • May 5th, 2011 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP. Suite 2300 – 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3 Tel: (604) 408-7488 Toll Free: 1-888-770-7488 Fax: (604) 408-7499 Website: www.cardero.com TSX: CDU NYSE-A: CDY
STOCK OPTION AGREEMENT (Under 2002 Incentive Stock Option Plan)Stock Option Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
STOCK OPTION AGREEMENT (Under 2012 Incentive Stock Option Plan)Stock Option Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP., a body corporate having its office at Suite 2300 – 1177 West Hastings Street, Vancouver, British Columbia V6E 2K3
This is Schedule “C” to the Agreement between COALHUNTER MINING CORPORATION and PEACE RIVER PARTNERSHIP made as of the 15th day of June, 2010 COAL LEASECoal Lease • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores • British Columbia
GENERAL SECURITY AGREEMENTSecurity Agreement • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores • British Columbia
THIS SECURITY AGREEMENT (as amended, modified, renewed, supplemented, replaced or extended from time to time, this “Agreement”) dated this 8th day of August, 2013, is made by and between CARDERO RESOURCE CORP., a corporation existing under the laws of the Province of British Columbia (the “Borrower”), and E.L. II Properties Trust and Kopple Family Partnership, L.P. (collectively, the “Lenders”).
GUARANTEEGuarantee • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores
This Guarantee dated this 8th day of August, 2013 is made by CARDERO COAL LTD. to and in favour of E.L. II Properties Trust and Kopple Family Partnership, L.P. (the “Secured Creditors”).
SECOND AMENDING AGREEMENTSecond Amending Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores
CARDERO COAL LTD., a company duly incorporated pursuant to the laws of British Columbia and having its principal office at 1812-1177 West Hastings Street, Vancouver, B.C., Canada V6E 2K3
PAMPA DE PONGO PURCHASE AGREEMENTPurchase Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP., a body corporate subsisting under the laws of British Columbia, having an office at 1920-1188 West Georgia Street, Vancouver, British Columbia, CANADA V6E 4A2
AMENDING AGREEMENTCarbon Creek Joint Venture Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores
COALHUNTER MINING CORPORATION, a company incorporated under the laws of the Province of British Columbia and having its head office at Suite 507, 475 Howe Street, Vancouver, British Columbia, V6C 2B3
DATED AS OF JUNE 15, 2010 B E T W E E N CARBON CREEK PARTNERSHIP -and - COALHUNTER MINING CORPORATION _____________________________________ CARBON CREEK JOINT VENTURE AGREEMENT _____________________________________Joint Venture Agreement • February 28th, 2013 • Cardero Resource Corp. • Gold and silver ores • British Columbia
CARBON CREEK PARTNERSHIP, a partnership existing under the laws of Alberta between P. Burns Carbon Creek Coal Corporation and P. Burns Partners Limited, having an office at Suite 620, 5920 Macleod Trail SW, Calgary, Alberta, T2H OK2
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
This Memorandum of Understanding (“MOU”), entered into among International Minerals and Mines Limited (“IMM”), a company established under the laws of Gibraltar, and Cardero Resource Corp. (“Cardero”), a company established under the laws of British Columbia, Canada, is to set out the results of the discussions of the parties to date with respect to the proposed parameters for the formation of a formal relationship between them that will enable them to move forward to assess the mineral potential of, secure and explore and, if warranted, develop and bring to production and mine mineral deposits located in the Caucasian Region (which the parties agree consists of the Republics of Georgia, Armenia and Azerbaijan, the north-east region of Turkey and certain divisions, republics and territories in Russia) (each, individually, an “Agreed Territory” and collectively, the “Agreed Territories”) utilizing IMM Gold Limited, a subsidiary of IMM incorporated under the laws of Gibraltar (“IMMG”).
AGREEMENT OF OPTIONS FOR SUCCESSIVE TRANSFER AND MINING ASSIGNMENTOptions Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
In the City of Lima on the 16th of December, 2005, before me, Richardo Ortiz de Zevallos Villarán, Public Lawyer-Notary of Lima, duly identified with National Identity Card #08241353 and with Sole Registry of Contributors #10082413532.
AMENDING AGREEMENT Carbon Creek Joint Venture AgreementJoint Venture Agreement • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores • British Columbia
CARBON CREEK PARTNERSHIP, a partnership existing under the laws of the Province of Alberta between P. Burns Carbon Creek Coal Corporation and P. Burns Partners Limited, and having an office in the City of Calgary in the Province of Alberta (herein referred to as the “Carbon Creek Partnership”)
SUBSCRIPTION AGREEMENT SENIOR SECURED NOTESubscription Agreement • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase, on and subject to the terms and conditions set forth herein, a Senior Secured Note of the Corporation in the aggregate principal amount of $• (the “Note”) for the aggregate purchase price of $•. Capitalized terms used herein shall have the meaning ascribed thereto in Exhibit “A” - Defined Terms or the Note, as applicable. All references to dollar amounts herein shall be to lawful currency of the United States of America unless otherwise stated.
December 5, 2013 Cardero Resource Corp. Suite 2300 – 1177 West Hasting Street Vancouver, British Columbia V6E 2K3Facility Letter • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores • British Columbia
This Facility Letter amends by restatement and supersedes in its entirety the terms and conditions of the facility letter dated August 28, 2013 entered into by E.L. II Properties Trust (the “Trust”), as the original lender, Cardero Resource Corp. (the “Borrower”), as borrower, and Cardero Coal Ltd. (the “Guarantor”), as guarantor, with respect to the US$500,000 demand line of credit facility provided to the Borrower (the “Original Facility”).
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores
This SECURITIES PLEDGE AGREEMENT (as amended, modified, renewed, supplemented, replaced or extended from time to time, this “Agreement”) dated this 8th day of August, 2013 by CARDERO RESOURCE CORP., a corporation existing under the laws of the Province of British Columbia (hereinafter referred to as the “Pledgor”) to and in favour of E.L. II Properties Trust and Kopple Family Partnership, L.P. (collectively, the “Lenders”).
COMPANY GUARANTEECompany Guarantee • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
December 5, 2013 Cardero Resource Corp. Suite 2300 – 1177 West Hasting Street Vancouver, British Columbia V6E 2K3Facility Letter • May 6th, 2014 • Cardero Resource Corp. • Gold and silver ores
We refer to the Facility Letter dated December 5, 2013 among E.L. II Properties Trust (the “Trust”) and Kopple Family Partnership, L.P. (“Kopple LP”), as lenders, Cardero Resource Corp. (the “Borrower”), as borrower, and Cardero Coal Ltd. (the “Guarantor”), as guarantor, with respect to a US$5,000,000 demand line of credit facility (the “Credit Facility”) provided to the Borrower (the “Facility Letter”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1920 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2
