Mr. Hendrik Van Alphen reports

CARDERO ANNOUNCES FINANCING TO FUND PAYMENT TO SECURED CREDITORS

Cardero Resource Corp. has arranged a $5.7-million (U.S.) private placement of senior secured notes to pay certain outstanding indebtedness to certain affiliates of Luxor Capital Group LP, secured creditor of the company.

The company has settled final documentation, and anticipates closing today, a private placement of senior secured notes in the aggregate principal amount of $5.7-million (U.S.) with entities controlled by Robert C. Kopple of Los Angles, Calif. The net proceeds of the notes will be used to pay the indebtedness owing to Luxor, which repayment is anticipated to be completed immediately following completion of the placement.

Mr. Kopple is an experienced investor, businessman and lawyer. He is a senior partner in a law firm based in Los Angeles, Calif.; and he manages interests in real estate and operating companies. He has been an investor in Cardero for some time. It is anticipated that Mr. Kopple will become a director of the company in the near future.

"A notice of default in a market as bad as this left us with very few options, but I am delighted that in a very short period of time we have been able to raise $5.7-million (U.S.), again securing the Carbon Creek asset for Cardero's shareholders," Henk van Alphen, chief executive officer of the company, noted. "The deal we have accepted from Mr. Kopple limits the potential total dilution to 83 million warrants. Mr. Kopple is not receiving any equity for providing us with the $5.7-million (U.S.) facility and he will have to buy any future interest in the company. Mr. Kopple's history of patient investments and long-term strategic thinking made him an attractive partner at a time when the industry is at the absolute bottom of the cycle. The company's prefeasibility study points to an net present value eight of $633-million and an IRR [internal rate of return] of 24 per cent for Carbon Creek. This is an asset that could bring real tangible value to the Cardero shareholders once metallurgical coal markets improve."

Three million seven hundred thousand U.S. dollars of the notes will be due no later than Dec. 31, 2013, while $2-million (U.S.) of the notes will be due in two years. Interest will accrue at the rate of 10 per cent per annum, payable quarterly. The notes will be secured by a general security agreement over the assets of the company, as well as a specific pledge of the shares of Cardero Coal Ltd. (CC). CC will also provide a corporate guarantee. The notes may be redeemed by the company at any time at par plus accrued interest. Should there be a change of control of the company or CC while the notes remain outstanding, other than a change of control caused by the lenders or their associates or affiliates, the holders of the notes will have the right to put the notes to the company for an amount equal to 110 per cent of par plus accrued interest.

As additional consideration for purchasing the notes, the lenders will be issued transferrable warrants to purchase an aggregate of 83,765,571 common shares of the company. The warrants have a term of seven years, and are exercisable at a price of seven cents. The warrants, and any shares issuable on the exercise thereof, will be subject to a hold period in Canada of four months from the date of issuance, plus additional restrictions under United States securities laws. Assuming the full exercise of the warrants, the lenders, together with their associates and affiliates, would then hold approximately 43.74 per cent of the company's then issued shares. As this exercise of warrants represents a potential change of control, the company has agreed to seek shareholder approval to the full exercise of the warrants and potential change of control arising therefrom, and a change in the exercise price from seven cents to the lower of seven cents and the market price (determined in accordance with Toronto Stock Exchange rules) at the time of exercise, and will call a special meeting of shareholders within 60 days for such purposes. If the shareholders do not approve such potential change of control and revised exercise price, then the lenders may demand repayment under the notes, but will retain the warrants. Absent shareholder approval, the exercise price will remain fixed at seven cents and the warrants may not be exercised if any such exercise would result in the holdings of the lenders (and their associates or affiliates) going over 19.9 per cent. In addition, the warrants may not be exercised until approval to such exercise has been obtained from the New York Stock Exchange Market.

The warrants will contain standard anti-dilution provisions. In addition, for so long as any of the warrants remain outstanding and are held by a lender, the lenders will have the right to participate in all future equity financings undertaken by Cardero as to their respective percentage equity holdings of Cardero as if the warrants then held by the lenders were fully exercised, subject to receipt of any necessary regulatory approvals/acceptances.

The TSX has conditionally accepted the transaction for filing, subject to certain restrictions on the exercise of the warrants until such time as the TSX has accepted Mr. Kopple as an insider and the shareholders have approved the potential change of control resulting from the full exercise of the warrants, and the filing of final documentation. The NYSE MKT has not yet approved the exercise of the warrants and therefore any exercise thereof is subject to such approval having been obtained.

Closing of the placement is subject to the execution of formal documentation. There is no assurance that the placement will be completed on the terms set forth above or at all. The placement is currently expected to close on Aug. 7, 2013.

The company has made application to the B.C. Supreme Court seeking relief from the acceleration of the indebtedness to Luxor. By agreement, the hearing of the matter is presently set for Thursday, Aug. 8, 2013, and Luxor has agreed not to take any action to enforce its security prior to 5 p.m. on that day.

EurGeol Keith Henderson, PGeo, Cardero's executive vice-president and a qualified person as defined by National Instrument 43-101, has reviewed the scientific and technical information that forms the basis for the technical disclosure this news release, and has approved the disclosure herein. Mr. Henderson is not independent of the company, as he is an officer and shareholder.

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