Cardero Arranges Non-Brokered Private Placement
02 November 2011 - 1:00PM
Marketwired
Cardero Resource Corp. ("Cardero" or the "Company") (TSX:CDU)(NYSE
Amex:CDY)(FRANKFURT:CR5) announces that it has arranged a
non-brokered private placement of up to 5,263,158 units (the
"Units") at a price of CAD 0.95 per Unit for gross proceeds of up
to CAD 5,000,000 (the "Offering"). Each Unit consists of one common
share of the Company ("Share") and one-half of a transferable
common share purchase warrant. Each whole warrant ("Warrant") is
exercisable to acquire one additional Share for a period of 12
months from closing at an exercise price of CAD 1.25. If, at any
time from 4 months after closing until the expiry of the Warrants,
the daily volume-weighted average trading price of the Shares on
the TSX exceeds CAD 1.75 for at least 10 consecutive trading days,
the Company may, within 30 days, give an expiry acceleration notice
to the holders of Warrants and, if it does so, the Warrants will,
unless exercised, expire on the 30th day after the expiry
acceleration notice is given.
All securities issued in the Offering and any Shares issued upon
exercise of Warrants will have a hold period in Canada of four
months from the closing of the Offering. It is anticipated that
certain insiders of the Company will participate in the Offering.
The Company has determined that there are exemptions available from
the various requirements of Multilateral Instrument 61-101 for the
issuance of any securities issued to insiders. No new insiders will
be created, nor will there be any change of control, as a result of
the Offering.
The net proceeds from the Offering are intended to be used to
fund work programs on the Carbon Creek Metallurgical Coal Deposit
in north-eastern British Columbia and the Sheini Hills Iron Ore
project in north-eastern Ghana and for general working capital.
Completion of the placement is subject to the acceptance for
filing thereof by the TSX and the NYSE-A.
The foregoing securities have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"1933 Act") or any applicable state securities laws and may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the 1933
Act) or persons in the United States absent registration or an
applicable exemption from such registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
foregoing securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Cardero Resource Corp.
The common shares of the Company are currently listed on the
Toronto Stock Exchange (symbol CDU), the NYSE-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, Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable Canadian and US
securities legislation. All statements, other than statements of
historical fact, included herein including, without limitation,
statements regarding the anticipated content, commencement and cost
of exploration programs, anticipated exploration program results,
the discovery and delineation of mineral
deposits/resources/reserves, the anticipated completion of a
private placement, the anticipated use of the net proceeds of such
private placement, the timing of future activities by the Company
and the anticipated business plans of the Company, are
forward-looking statements. Although the Company believes that such
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements
are typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. The
Company cautions investors that any forward-looking statements by
the Company are not guarantees of future results or performance,
and that actual results may differ materially from those in forward
looking statements as a result of various factors, including, but
not limited to, the state of the financial markets for the
Company's equity securities, the state of the commodity markets
generally, variations in the nature, quality and quantity of any
mineral deposits that may be located, variations in the market for,
and pricing of, any mineral products the Company may produce or
plan to produce, the Company's inability to obtain any necessary
permits, consents or authorizations required for its activities,
the Company's inability to produce minerals from its properties
successfully or profitably, to continue its projected growth, to
raise the necessary capital or to be fully able to implement its
business strategies, and other risks and uncertainties disclosed in
the Company's 2011 Annual Information Form filed with certain
securities commissions in Canada and the Company's annual report on
Form 40-F filed with the United States Securities and Exchange
Commission (the "SEC"), and other information released by the
Company and filed with the appropriate regulatory agencies. All of
the Company's Canadian public disclosure filings may be accessed
via www.sedar.com and its United States public disclosure filings
may be accessed via www.sec.gov, and readers are urged to review
these materials, including the technical reports filed with respect
to the Company's mineral properties.
This press release is not, and is not to be construed in any way
as, an offer to buy or sell securities in the United States.
NR11-15
Contacts: Cardero Resource Corp. Nancy Curry Manager - Corporate
Communications & Investor Relations 1-888-770-7488 or (604)
408-7488 (604) 408-7499 (FAX)info@cardero.comwww.cardero.com