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Cardero Subsidiary Enters Into Letter of Intent on Sheini Hills Project


Cardero Resource Corp. (NYSE: CDY) announces that it has been advised by its subsidiary, Cardero Iron Ore (BVI) Ltd. (the "Vendor"), that it has entered into a Letter of Intent dated April 20, 2012 with T.M.T. Resources Inc. ("TMT"), a company listed on the NEX board of the TSX Venture Exchange, with respect to the acquisition (the "Acquisition") by TMT from the Vendor of all of the issued and outstanding shares of its subsidiary, Cardero Iron Ore Ghana (BVI) Ltd. ("Acquireco") and an outstanding shareholder's loan payable by Acquireco to the Vendor. Acquireco's wholly-owned subsidiary, Cardero Ghana Ltd. ("Cardero Ghana") is party to certain joint ventures with Emmaland Resources Limited ("Emmaland") on the Sheini Hills Iron Project, located in the Zabzugu-Tatale District in the Northern Region of the Republic of Ghana (the "Sheini Hills Project").

In consideration for the acquisition of Acquireco and the shareholder's loan, on closing TMT must issue 30,000,000 common shares to the Vendor, and make a cash payment to the Vendor of CAD 10,000,000. TMT is also required make an additional cash payment to the Vendor equal to the expenditures incurred and paid for by Cardero Ghana under the current work program underway on the Sheini Hills Project. Following closing, TMT will be required to make the remaining payments under the joint ventures, as well as completing the required expenditures under the prospecting licenses comprised in the Sheini Hills Project. For details on these payments and expenditures, see news release NR12-03, January 23, 2012.

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