On the closing of the Offering, the Agent will receive a commission of 6% of the gross proceeds of the Offering, payable in cash or Units at the election of the Agent. In addition, on closing the Agent will receive agent's options (the "Agents Options") entitling the Agent to purchase units of the Company ("Agent's Units"), in an amount up to 10% of the number of Units sold by the Agent in the Offering, at a price of $1.70 per Agent's Unit. Each Agent's Unit will consist of one common share and one-half of a common share purchase warrant. Each full warrant will be exercisable to acquire one additional common share of the Issuer at a price of $2.30 for a period of twelve months from the closing. All securities issued to the Agent will have a hold period in Canada of four months from the closing. The Company will also pay the expenses of the Agent incurred in connection with the Offering, and will pay the Agent an initial retainer of $15,000 to be applied against such expenses.
The gross proceeds of the Offering are intended to be used to fund exploration programs on the Company's exploration projects in Argentina, Peru and Mexico, for ongoing mineral property investigations and potential acquisitions, and for general working capital. The private placement is subject to completion of satisfactory due diligence by the Agent with respect to the Company, completion and execution of appropriate documentation and acceptance for filing by the TSX Venture Exchange on behalf of the Company.
None of the foregoing securities have been, nor will they be, registered with the U.S. Securities and Exchange Commission and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Unites States Securities Act of 1933 and any applicable State securities laws.
On behalf of the Board of Directors of
CARDERO RESOURCE CORP.
"Henk van Alphen", President
For further information contact:
Henk Van Alphen, President
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this Press Release which has been prepared by management.
FOR IMMEDIATE RELEASE - Vancouver, B.C.....Cardero Resource Corp. (the "Company" or "Cardero") is pleased to announce that it has arranged a brokered private placement, on a best efforts basis, of up to 3,100,000 units at a price of $1.65 per unit to raise gross proceeds of up to $5,115,000 (the "Offering"). The Offering will be made in British Columbia, Alberta and such other jurisdictions as may be agreed to by the Company and Pacific International Securities Inc. (the "Agent") pursuant to available exemptions from the prospectus requirements of such jurisdictions. The Agent will have the option, exercisable at any time prior to closing, to increase the size of the Offering by 15%. Each unit will consist of one common share and one-half of a common share purchase warrant. Each full warrant (the "Warrant") will be exercisable to acquire one additional common share for a period of 12 months from closing at an exercise price of $2.25. The Company has agreed to prepare and file an AIF prior to closing so that securities issuable in the private placement, including any common shares issued on the exercise of the Warrants, will have a hold period in Canada of four months from the closing.