Terms of Acquisition
Pursuant to the terms of the LOI, Cardero will acquire all of the outstanding securities of Coalhunter as follows:
(a) Cardero will issue 0.8 of a common share of Cardero for each outstanding common share of Coalhunter (other than those owned by Cardero), including all Coalhunter common shares issuable on the exercise of the 14,000,000 currently outstanding special warrants, resulting in the issuance of approximately 22,470,147 Cardero shares:
(b) Cardero will acquire all of the 5,820,500 outstanding Coalhunter share purchase warrants and will issue in exchange Cardero warrants to purchase 4,656,400 Cardero shares at a price equal to 125% of the current exercise price, with the Cardero warrants expiring on the earlier of the current expiry date and two years after the completion of the Transaction; and
(c) Coalhunter presently has 2,945,000 outstanding incentive stock options. Coalhunter incentive stock options held by individuals who will continue to be eligible to hold Cardero incentive stock options will be cancelled in exchange for the issuance by Cardero of incentive stock options to acquire 0.8 of the number of Coalhunter shares at 125% of the current exercise prices, with an option term of two years from the closing of the Transaction. Coalhunter options held by individuals who will not be eligible to hold Cardero options will be cancelled in exchange for the payment by Cardero of an amount equal to the difference between the current exercise price and $1.52. Cardero presently assumes that it will issue approximately 976,000 incentive stock options and will pay approximately $2,104,500 to buy out the remainder, but the exact numbers will not be known until completion of the Transaction.
Upon the completion of the Transaction, Michael Hunter, the President and CEO of Coalhunter, will be appointed as the President of Cardero. Hendrik Van Alphen will continue as the CEO of Cardero. No other changes are contemplated in the board of directors or management of Cardero as a result of the completion of the Transaction.
It is anticipated that the Transaction will occur by way of a plan of arrangement among Coalhunter, the security holders of Coalhunter and Cardero under the Business Corporations Act (B.C.). The terms of the Transaction will be described in detail in the Management Information Circulars of Cardero and Coalhunter to be filed with the regulatory authorities and mailed to Cardero and Coalhunter shareholders in accordance with applicable securities laws.
The Transaction is subject to a number of conditions precedent, including:
(a) approval of the plan of arrangement to implement the Transaction by the securityholders of Coalhunter and by the Supreme Court of British Columbia;
(b) approval of the Transaction by the shareholders of Cardero;
(c) receipt of the required regulatory acceptances/approvals on the part of Cardero;
(d) receipt by the board of directors of Coalhunter, on or before March 18, 2011, of a fairness opinion stating that the Transaction is fair, from a financial point of view, to the shareholders of Coalhunter (other than Cardero); and
(e) settlement and execution of appropriate formal documentation on or before March 25, 2011.
It is anticipated that the Transaction will be completed by May 31, 2011, but if the Transaction is not consummated on or before June 30, 2011, or such other date as agreed to by the parties, the LOI shall be of no further force or effect. While the LOI is in force, and subject to the right of Coalhunter, or its board of directors, to take such actions as may be required by their obligations under applicable corporate laws, Coalhunter has agreed to not, directly or indirectly, solicit, discuss, encourage or accept any offer for the purchase (including by merger) of Coalhunter, or any of its business or assets, or for the issuance of any additional securities of Coalhunter.
None of the securities to be issued by Cardero in connection with the Transaction have been, nor will they 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Carbon Creek Metallurgical Coal Deposit
Between 1970 and 1981, Utah Mines Ltd. ('Utah') completed 299 rotary and diamond drill holes totalling nearly 26,000 metres, at an average drill-spacing of 250 metres, at the Carbon Creek coal deposit. As is normal in the coal industry, geophysical logging was routinely employed by Utah, thereby providing a valuable analysis of coal seam continuity and correlation. Utah also carried out coal quality analysis, which was determined through analysis of drillhole coal intersections and through bulk analysis of 8,250 short tons (7,484 metric tonnes) of coal extracted from 7 underground adits. In 1976, Utah quoted an 'in-place' coal tonnage of 132.8 million short tons (120.47 metric tonnes). This historical estimate was based on results from the 299 drillholes and geophysical drill logs. Mr. Skender Sulaj, P.Geo, Coalhunter's Chief Geologist and a qualified person as defined by NI 43-101, has reviewed the available data, and believes that the historic resource estimate was carried out in a professional and competent manner and that the estimated resource most closely responds to the NI 43-101 category of 'measured and indicated resources'. This determination is supported by Mr. Keith Henderson, Cardero's Vice-President, Exploration and a qualified person as defined by NI 43-101, who has also reviewed the data. This historical resource estimate is considered relevant by Coalhunter, both for the purposes of Coalhunter's decision to acquire the Carbon Creek property and to guide Coalhunter in formulating a resource definition exploration program for the property. The historical resource is also considered relevant by the Company, as it formed the primary justification for the acquisition of Coalhunter. However, both Coalhunter and the Company caution that both the Utah reports and the included resource estimate were prepared before the introduction of NI 43-101, and are therefore historical in nature and neither Coalhunter nor the Company are treating such resources as a current resource under NI 43-101. Investors are further cautioned that a qualified person has not yet completed, on behalf of Cardero, sufficient work to be able to verify the historical resources, and therefore they should not be relied upon. Information in this news release regarding Coalhunter and the Carbon Creek Metallurgical Coal Deposit has been supplied by Coalhunter and, while believed to be correct, has not been independently verified by Cardero.
About Coalhunter Mining Corporation
Coalhunter is a private British Columbia company which has successfully negotiated agreements to explore and, if warranted, develop, certain coal deposits in the Peace River Coal Field located in the northeast region of British Columbia. The property consists of a lease of freehold coal and certain coal licenses issued, or to be issued, by the British Columbia government. Coalhunter will hold a 75% interest in the joint venture and its co-venturer will hold a 25% carried interest. Coalhunter will be required to fund all exploration, development and mining costs, and the co-venturer will receive 25% of the net proceeds (after recovery by Coalhunter of its capital expenditures and ongoing operating costs).
About Cardero Resource Corp.
Through 2011 Cardero will continue its migration from high-risk, early-stage grassroots exploration projects and will continue to add value through identification and acquisition of advanced projects.
In recent years, Cardero's focus has increasingly been on iron ore and iron-making technologies. The sale of Cardero's wholly-owned Pampa de Pongo iron deposit in late 2009 for US$100 million cash represented an early success in the iron market. Cardero continues to hold significant iron ore resources at the Iron Sands Project in Peru and iron-titanium interests in Minnesota, USA. More recently, in keeping with bulk-commodity focus, Cardero acquired a 45% interest in Coalhunter, with a right to increase its interest to 51% in certain circumstances. As noted above, Coalhunter holds a 75% interest in the Carbon Creek Metallurgical Coal Deposit in north-eastern British Columbia.
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 atwww.sedar.com and United States regulatory filings on EDGAR atwww.sec.gov.
On Behalf of the Board of Directors of
CARDERO RESOURCE CORP.
'Hendrik van Alphen' (signed)
Hendrik van Alphen, President
Nancy Curry, Manager -- Corporate Communications
Phone: 1-888-770-7488 (604) 408-7488 / Fax: (604) 408-7499
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 completion of the acquisition by the Company of the outstanding securities of Coalhunter, the specific terms of the proposed acquisition of Coalhunter, the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, the ability of the Company to identify and acquire advanced stage projects, and financing plans and business trends, 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 failure of the Company and Coalhunter to obtain the required shareholder approvals and/or regulatory acceptances/approvals, to the Transaction, the failure of either the Company or Coalhunter to meet the required conditions precedent to the completion of the Transaction, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price 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 2010 Annual Information Form filed with certain securities commissions in Canada and the Company's 2010 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 viawww.sedar.com and its United States public disclosure filings may be accessed viawww.sec.gov, and readers are urged to review these materials, including the latest 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.