An anonymous representative of Luxor Capital reports

Luxor Capital Group and its affiliates, immediately after they became aware of a proposed financing of Cardero Resources Corp., sent the following letter to the board of directors of Cardero.

To the board of directors of Cardero:

In response to this morning's announcement with respect to the proposed transaction with Robert Kopple, we write to inform you that Luxor Capital Group LP and its affiliates are willing to offer Cardero far superior terms to restructure our existing secured notes. As part of this process, Luxor, without prejudice to all existing rights it may currently have, would agree to stay any defaults under its existing secured notes. Our agreement to stay would terminate if the Kopple notes close. Further, if the board of directors should deem the restructuring of the Luxor notes undesirable, Luxor would agree to tender for all the outstanding shares of Cardero.

Background to Kopple note issuance

We are surprised that you took the extraordinary measure of issuing 43 per cent of the company in warrants (that restrike lower as the stock goes lower) for a note that matures in large part in less than five months. Even more surprising is that you took such an extraordinary step without once contacting Luxor to see if better terms could be achieved (which we assure you they could have). The only logical conclusion to be drawn from such a dilutive security that adds just $2-million of real capital to Cardero is that management is taking this self-inflicted moment of distress to further entrench itself. As the largest current shareholder of Cardero, the Kopple notes will ensure that the only people who make money in Cardero going forward are Mr. Kopple and the insiders of Cardero.

Luxor has become aware from vendors of Cardero that Cardero is out trying to renegotiate millions of dollars of past due payables, offering creditors cents on the dollar for their claims and threatening bankruptcy if such haircuts cannot be achieved. We wonder, as 100 per cent of the proceeds of the Kopple notes will go to repay the Luxor notes, how management plans to deal with not only the millions of dollars of overdue payables that it admits it cannot pay, but also the $3.7-million amortization payment of the Kopple notes in December, 2013. Of course, this also excludes funds to run the business and attempt to advance the Carbon Creek project. The only possible answer is more and more highly dilutive equity.

These Kopple notes are a literal death sentence for existing common shareholders, of which we are the largest. We demand you terminate the closing of the Kopple notes and entertain one of our offers.

Restructure the Luxor notes

Luxor is willing to restructure the Luxor notes on terms more favourable to Cardero and its shareholders and other stakeholders than the financing terms proposed under the Kopple notes. As part of the restructuring, Luxor would:

• Change the maturity schedule of the Luxor notes to match those of the Kopple notes;
• Waive any existing defaults under the Luxor notes;
• Agree to amend the terms of the Luxor notes to position Cardero so that it will not be in default on a go-forward basis.

For this, Luxor will require common share purchase warrants, exercisable at 10 U.S. cents each, for that number of shares which after exercise of the warrants represent 30 per cent of the then-issued common shares.

This proposal is far superior to the Kopple proposal for the following reasons:

• The strike price of 10 cents on the warrants is 42 per cent higher than the Kopple strike price, resulting in more proceeds to the company upon exercise of the warrants.
• The strike price is fixed, unlike the Kopple warrants which have a strike price that goes down with the market price of the stock.
• The exercise of the warrants will result in 13 per cent less dilution to common shareholders.

Luxor will agree to the same ownership limits as in the Kopple proposal and all other material terms in the Kopple notes. Luxor will also require a board seat. If the board of directors of Cardero chooses this option, Luxor is committed to having definitive documentation completed immediately, literally within a matter of hours.

Tender offer by Luxor

Alternatively, Luxor would immediately launch a takeover bid/tender offer for all of the issued common shares of Cardero for a cash price of 13 cents, representing an 85-per-cent premium to the closing price as of Aug. 5, 2013. The Luxor offer would not have any financing or due diligence conditions. Luxor would forebear any defaults under the Luxor notes while the Luxor offer was open for acceptance. If the board would prefer, this offer could be done by way of a plan of arrangement.

As the largest single shareholder currently of Cardero, we assure you, failure to consider either of these options and a decision to close the Kopple notes will result in immediate legal action against the board of directors of Cardero. Other than the self-preservation of management and the board of directors, there is no justification for going forward with the Kopple notes under far inferior terms rather than to pursue either of the options presented.

Luxor is ceasing to file reports under Part 4 of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues due to a change in its eligibility for use of Part 4 due to the possible takeover bid described above. This is a change in the facts set out in Section 5 of Luxor's report under Part 4 of NI 62-103 dated May 10, 2013. Luxor currently holds 10,198,173 commons shares in the capital of Cardero, representing a securityholding percentage of 10.8 per cent of the issued and outstanding common shares of Cardero. Together with Luxor's exposure to Cardero through a total return swap, its percentage holdings are 11.08 per cent. Luxor has control but not ownership of such common shares.