---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/A(Amendment
No. 1)

[     ] Registration Statement pursuant to Section 12(b) or
12(g) of the Securities Exchange Act of 1934

Or

[ X ] Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934         For the fiscal
year ended October 31, 2013

Or

[     ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
__________________to ____________________

Or

[     ] Shell Company Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission file number 001-32345

CARDERO RESOURCE CORP.(Exact name
of Registrant as specified in its charter)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

Suite 2300  1177 West Hastings
Street Vancouver, British Columbia, Canada, V6E
2K3(Address of principal executive offices)

Lawrence W. Talbot, Telephone:
(604) 408-7488, Facsimile: (604) 408-7499 Suite 2300  1177 West Hastings
Street, Vancouver, British Columbia, Canada, V6E 2K3(Name,
Telephone , E-Mail and/or Facsimile number and Address of Company Contact
Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act: None

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Title of each class:Common Shares, no par value

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

At October 31, 2013, the registrant had outstanding 113,436,270
common shares without par value.

---

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
 No [ X ]

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ]  No
[ X ]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ]  No [ 
]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [  ]  No [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.

|Large accelerated filer [  ] | Accelerated filer [  ] | Non-accelerated filer [X]
|---------------------------- | ---------------------- | -------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U. S. GAAP [  ] | International Financial Reporting Standards as
      issued  [ X ]by the International Accounting Standards
      Board | Other [  ]
|--------------- | ----------------------------------------------------------------------------------------------------------------------- | ----------

If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow. Item 17 [  ]  Item 18 [  ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]  No [ X ]

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EXPLANATORY NOTE

Cardero Resource Corp. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 20-F (the “Annual Report”) for the year ended October 31, 2013, previously filed with the United States Securities and Exchange Commission (the “SEC”) on May 6, 2014 (the “Original Filing”), to include the audit report issued by PricewaterhouseCoopers LLP, our independent registered public accounting firm for the fiscal years ended October 31, 2013 and 2012, that was inadvertently omitted from the Original Filing, and to delete from Item 18 reference to an attached report on internal control over financial reporting, as such report was included in the body of Item 15.  The remainder of the consolidated financial statements contained in the Original Filing are unchanged.

Except for Part III, including the consolidated financial
statements, no other information included in the Original Filing is being
repeated in this Amendment, and this Amendment should be read together with the
Annual Report as originally filed. This Amendment does not otherwise update the
disclosures, including forward-looking information, set forth in the Annual
Report for the year ended October 31, 2013, as originally filed, and does not
otherwise reflect events occurring after the Original Filing on May 6, 2014.
Such events include, among others, events described in our Current Reports on
Form 6-K filed with the SEC since May 6, 2014.

Exhibits 12.1, 12.2, 13.1, 13.2 and 15.1 are being included in
this Amendment and have been dated as of the date of this filing.

PART III

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

The Company has elected to provide financial statements
pursuant to Item 18.

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The Company is filing with this annual report the
following:

- Independent Auditors Report dated January 27, 2014.
- Consolidated Statements of Financial Position at October 31, 2013 and
  October 31, 2012.
- Consolidated Statements of Loss for the years ended October 31, 2013,
  October 31, 2012 and October 31, 2011.
- Consolidated Statements of Comprehensive Loss for the years ended October
  31, 2013, October 31, 2012 and October 31, 2011.
- Consolidated Statements of Shareholders Equity at October 31, 2013,
  October 31, 2012, October 31, 2011 and November 1, 2010.
- Consolidated Statements of Cash Flows for the years ended October 31,
  2013, October 31, 2012 and October 31, 2011.
- Notes to the Consolidated Financial Statements for the years ended October
  31, 2013, October 31, 2012 and October 31, 2011.

1

---



CARDERO RESOURCE CORP.(An Exploration Stage Company)

Audited Consolidated Financial
  Statements(Expressed in Canadian Dollars)

October 31, 2013 and 2012



Corporate Head Office

Suite 2300  1177 West Hastings Street 
  Vancouver, British
  Columbia 
  V6E 2K3 
  Tel: 604-408-7488

---

Independent Auditors Report

To the Shareholders of Cardero Resource Corp.

We have audited the accompanying consolidated financial
  statements of Cardero Resource Corp. and its subsidiaries, which comprise the
  consolidated statements of financial position as at October 31, 2013 and 2012
  and the consolidated statements of loss, comprehensive loss, shareholders
  equity and cash flows for each of the years in the three year period ended
  October 31, 2013, and the related notes, which comprise a summary of significant
  accounting policies and other explanatory information.

Managements responsibility for the consolidated financial
  statementsManagement is responsible for the preparation and fair
  presentation of these consolidated financial statements in accordance with
  International Financial Reporting Standards as issued by the International
  Accounting Standards Board and for such internal control as management
  determines is necessary to enable the preparation of consolidated financial
  statements that are free from material misstatement, whether due to fraud or
  error.

Auditors responsibilityOur responsibility is to
  express an opinion on these consolidated financial statements based on our
  audits. We conducted our audits in accordance with Canadian generally accepted
  auditing standards and the standards of the Public Company Accounting Oversight
  Board (United States). Those standards require that we plan and perform the
  audit to obtain reasonable assurance about whether the consolidated financial
  statements are free from material misstatement. Canadian generally accepted
  auditing standards also require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit
  evidence, on a test basis, about the amounts and disclosures in the consolidated
  financial statements. The procedures selected depend on the auditors judgment,
  including the assessment of the risks of material misstatement of the
  consolidated financial statements, whether due to fraud or error. We were not
  engaged to perform an audit of the companys internal control over financial
  reporting. Our audits included consideration of internal control over financial
  reporting as a basis for designing audit procedures that are appropriate in the
  circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes evaluating the
  appropriateness of accounting principles and policies used and the
  reasonableness of accounting estimates made by management, as well as evaluating
  the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our
  audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
  In our opinion, the consolidated financial statements present
  fairly, in all material respects, the financial position of Cardero Resource
  Corp. and its subsidiaries as at October 31, 2013 and 2012 and their financial
  performance and their cash flows for each of the years in the three year period
  ended October 31, 2013 in accordance with International Financial Reporting
  Standards as issued by the International Accounting Standards Board.

Emphasis of matterWithout qualifying our opinion,
  we draw attention to Note 1 in the consolidated financial statements which
  discloses conditions that indicate the existence of a material uncertainty that
  raises substantial doubt about the ability of Cardero Resource Corp. to continue
  as a going concern.

signed PricewaterhouseCoopers LLP

Chartered AccountantsVancouver, British Columbia 
  January 27, 2014

---

2

|CARDERO RESOURCE CORP.           
|---------------------------------
|(AN EXPLORATION STAGE COMPANY)   
|Consolidated Financial Statements
|(Expressed in Canadian Dollars)  
|October 31, 2013                 
|                                 





|INDEX                                                          | Page
|-------------------------------------------------------------- | ----
|                                                               |     
|Reports of Independent Registered Public
      Accounting Firm |     
|                                                               |     
|Consolidated Financial
      Statements                        | 1-6 
|                                                               |     
|Consolidated Statements
      of Financial Position            | 1   
|                                                               |     
|Consolidated Statements
      of Loss                          | 2   
|                                                               |     
|Consolidated Statements
      of Comprehensive Loss            | 3   
|                                                               |     
|Consolidated Statements
      of Shareholders Equity          | 4   
|                                                               |     
|Consolidated Statements
      of Cash Flows                    | 6   
|                                                               |     
|Notes to Consolidated
      Financial Statements               | 8-33

---

CARDERO RESOURCE CORP.(AN EXPLORATION STAGE
      COMPANY)Consolidated Statements of Financial Position
  (Expressed in Canadian Dollars)

|                                               |   | October 31  |   |   | October 31  |  
|---------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                               |   | 2013        |   |   | 2012        |  
|                                               |   |             |   |   |             |  
|ASSETS                                         |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Cash and cash
      equivalents                | $ | 291,277     |   | $ | 2,142,499   |  
|Accounts receivable                            |   | 4,268,527   |   |   | 5,612,772   |  
|Due from related
      parties (note 9)        |   | 157,131     |   |   | 523,612     |  
|Prepaid expenses                               |   | 225,369     |   |   | 597,561     |  
|                                               |   |             |   |   |             |  
|Total Current Assets                           |   | 4,942,304   |   |   | 8,876,444   |  
|                                               |   |             |   |   |             |  
|Property, Plant and Equipment(note 3)          |   | 561,041     |   |   | 1,412,763   |  
|Investments(note 4)                            |   | 496,746     |   |   | 2,571,811   |  
|Exploration and Evaluation Advances            |   | 55,000      |   |   | 262,500     |  
|Exploration and Evaluation Assets(note 5)      |   | 78,152,654  |   |   | 88,323,788  |  
|Deposits(note 6)                               |   | 4,906,636   |   |   | 4,854,136   |  
|                                               |   |             |   |   |             |  
|Total
      Assets                             | $ | 89,114,381  |   | $ | 106,301,442 |  
|                                               |   |             |   |   |             |  
|LIABILITIES                                    |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities | $ | 5,870,254   |   | $ | 8,794,157   |  
|Short-term loan
      (note 7)                 |   | 5,338,312   |   |   | -           |  
|Flow-through premium liabilities (note 12)     |   | 232,613     |   |   | -           |  
|                                               |   | 11,441,179  |   |   | 8,794,157   |  
|                                               |   |             |   |   |             |  
|Lease Obligation                               |   | -           |   |   | 280,606     |  
|                                               |   |             |   |   |             |  
|Total Liabilities                              |   | 11,441,179  |   |   | 9,074,763   |  
|                                               |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                           |   |             |   |   |             |  
|Share Capital(note 8)                          |   | 125,528,040 |   |   | 117,070,689 |  
|Contributed Surplus                            |   | 23,847,997  |   |   | 22,278,360  |  
|Accumulated Other Comprehensive Income         |   | 12,835      |   |   | (166,363    | )
|Deficit                                        |   | (71,715,670 | ) |   | (41,956,007 | )
|                                               |   |             |   |   |             |  
|Total Shareholders Equity                     |   | 77,673,202  |   |   | 97,226,679  |  
|                                               |   |             |   |   |             |  
|Total Liabilities and Shareholders Equity     | $ | 89,114,381  |   | $ | 106,301,442 |  
|                                               |   |             |   |   |             |  
|Subsequent Events(note 14)                     |   |             |   |   |             |  
|Going Concern(note 1)                          |   |             |   |   |             |  

|Approved on behalf of the Board: |  |                        
|-------------------------------- |  | -----------------------
|                                 |  |                        
|Hendrik Van
      Alphen       |  | Stephan Fitch        
|Hendrik Van Alphen, Director     |  | Stephan Fitch, Director

| | See Notes to Consolidated
      Financial Statements | 1
| | ---------------------------------------------------- | -

---

CARDERO RESOURCE CORP.(AN EXPLORATION STAGE
      COMPANY)Consolidated Statements of Loss
  (Expressed in
  Canadian Dollars) 
  Years Ended October 31

|                                                                                                                                |   | 2013        |   |   | 2012        |   |   | 2011        |  
|------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Administrative Expenses                                                                                                         |   |             |   |   |             |   |   |             |  
|Accounts receivable write-off                                                                                                   |   | 229,047     |   |   | 132,245     |   |   | -           |  
|Consulting fees (notes 8 and 9)                                                                                                 |   | 1,517,453   |   |   | 1,071,977   |   |   | 1,324,798   |  
|Corporate development                                                                                                           |   | 266,723     |   |   | 368,112     |   |   | 606,239     |  
|Depreciation                                                                                                                    |   | 237,408     |   |   | 349,544     |   |   | 244,935     |  
|Insurance                                                                                                                       |   | 195,431     |   |   | 109,318     |   |   | 108,928     |  
|Investor relations (note 8)                                                                                                     |   | 143,355     |   |   | 429,302     |   |   | 650,779     |  
|Office costs                                                                                                                    |   | 794,124     |   |   | 970,157     |   |   | 736,844     |  
|Professional fees (notes 8 and 9)                                                                                               |   | 1,963,715   |   |   | 1,806,456   |   |   | 977,197     |  
|Property evaluations                                                                                                            |   | 172,810     |   |   | 603,819     |   |   | 3,610,508   |  
|Regulatory and transfer agent fees                                                                                              |   | 144,041     |   |   | 237,972     |   |   | 221,064     |  
|Salaries and benefits (notes 8
      and 9)                                                                                     |   | 3,001,438   |   |   | 5,419,163   |   |   | 4,286,210   |  
|Travel                                                                                                                          |   | 276,024     |   |   | 769,827     |   |   | 225,639     |  
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Loss Before
      Other Items and Income Taxes                                                                                  |   | (8,941,569  | ) |   | (12,267,892 | ) |   | (12,993,141 | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Other Items                                                                                                                     |   |             |   |   |             |   |   |             |  
|Other income                                                                                                                    |   | 293,338     |   |   | 40,143      |   |   | -           |  
|Foreign exchange gain (loss)                                                                                                    |   | (293,351    | ) |   | (94,484     | ) |   | 984,660     |  
|Interest income (expense), net
      of bank charges                                                                            |   | (1,389,964  | ) |   | 149,434     |   |   | 1,659,273   |  
|Realized (loss) gain on available-for-sale
      investments (note 4)                                                           |   | (39,562     | ) |   | 9,486,396   |   |   | 14,245,612  |  
|Unrealized loss on derivative
      investment (note 4)                                                                         |   | (407,487    | ) |   | (754,917    | ) |   | (3,252,256  | )
|Impairment losses on available-for-sale
      investments (note 4)                                                              |   | (1,437,030  | ) |   | (3,767,563  | ) |   | (11,394,818 | )
|Impairment losses on Due from
      related parties                                                                             |   | (198,239    | ) |   | (1,112,726  | ) |   | -           |  
|Impairment losses on Property Plant and
      Equipment                                                                         |   | (389,487    | ) |   | -           |   |   | -           |  
|Write-off exploration and
      evaluation assets                                                                               |   | (16,447,113 | ) |   | (3,554,667  | ) |   | (12,206,614 | )
|Loss on asset disposal                                                                                                          |   | (10,855     | ) |   | -           |   |   | -           |  
|Gain (loss) on loan settlement
      (note 9(e) and 7 )                                                                         |   | (686,531    | ) |   | 1,368,953   |   |   |             |  
|Gain on the reclassification of investments
      from equity investments to 
               resource related
      investments |   | -           |   |   | -           |   |   | 3,019,523   |  
|Loss on equity investments                                                                                                      |   | -           |   |   | -           |   |   | (793,194    | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|                                                                                                                                |   | (21,006,281 | ) |   | 1,760,569   |   |   | (7,737,814  | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Loss Before Income Taxes                                                                                                        |   | (29,947,850 | ) |   | (10,507,323 | ) |   | (20,730,955 | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Income Taxes                                                                                                                    |   |             |   |   |             |   |   |             |  
|Deferred recovery
      (expense)                                                                                               |   | 188,187     |   |   | (1,086,776  | ) |   | (4,417,922  | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Net Loss for Year                                                                                                               |   | (29,759,663 | ) |   | (11,594,099 | ) |   | (25,148,877 | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Basic and Diluted Loss Per Share                                                                                                | $ | (0.27       | ) | $ | (0.13       | ) | $ | (0.36       | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Weighted Average Number of Shares Outstanding                                                                                   |   | 109,157,361 |   |   | 91,537,423  |   |   | 68,988,456  |  

| | See Notes to Consolidated
      Financial Statements | 2
| | ---------------------------------------------------- | -

---

CARDERO RESOURCE CORP.(AN EXPLORATION STAGE
      COMPANY)Consolidated Statements of Comprehensive Loss
  (Expressed in Canadian Dollars) 
  Years Ended October 31

|                                                                         |   | 2013        |   |   | 2012        |   |   | 2011        |  
|------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                         |   |             |   |   |             |   |   |             |  
|Net Loss for Year                                                        | $ | (29,759,663 | ) | $ | (11,594,099 | ) | $ | (25,148,877 | )
|                                                                         |   |             |   |   |             |   |   |             |  
|Other comprehensive income (loss), net of
      deferred taxes           |   |             |   |   |             |   |   |             |  
|Exchange differences on translation of foreign operations                |   | 165,688     |   |   | (59,733     | ) |   | (88,920     | )
|Other comprehensive income (loss) on available-for-sale
      securities |   | 13,510      |   |   | (7,895,509  | ) |   | (23,262,908 | )
|                                                                         |   |             |   |   |             |   |   |             |  
|Other Comprehensive Loss for the Year, net of deferred
      taxes       |   | 179,198     |   |   | (7,955,242  | ) |   | (23,351,828 | )
|                                                                         |   |             |   |   |             |   |   |             |  
|Comprehensive Loss for the Year                                          | $ | (29,580,465 | ) | $ | (19,549,341 | ) | $ | (48,500,705 | )

| | See Notes to Consolidated
      Financial Statements | 3
| | ---------------------------------------------------- | -

---

|CARDERO RESOURCE CORP.                         
|-----------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                 
|Consolidated Statements of Shareholders Equity
|(Expressed in Canadian Dollars)                

|                                                                     |  | Share Capital |  |   |             |   |   |             |   |   | Functional  |   |   | Available-  |   |   | Total             |  
|-------------------------------------------------------------------- |  | ------------- |  | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------------- | -
|                                                                     |  |               |  |   |             |   |   |             |   |   | Contributed |   |   | Currency    |   |   | **for-** **Sale** |  
|                                                                     |  | Shares        |  |   | Amount      |   |   | Deficit     |   |   | Surplus     |   |   | Translation |   |   | Investments       |  
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Balance, November 1, 2010                                            |  | 58,373,302    |  | $ | 69,890,947  |   | $ | (5,213,031  | ) | $ | 14,726,585  |   | $ | -           |   | $ | 31,140,70         |  
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Net
      loss for the year                                          |  | -             |  |   | -           |   |   | (25,148,877 | ) |   | -           |   |   | -           |   |   |                   |  
|Other comprehensive
      income                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Unrealized loss on available-for-sale
      investments              |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | (7,220,44         |  
|Transfer to income of realized gain on sale investments              |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | (10,035,52        |  
|Transfer to income for impairment losses on
      investments        |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   | (6,006,93         |  
|Functional currency translation                                      |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | (88,920     |   |   |                   |  
|Shares issued for cash                                               |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Exercise options                                                     |  | 840,000       |  |   | 1,026,150   |   |   | -           |   |   | -           |   |   | -           |   |   |                   |  
|Exercise warrants                                                    |  | 443,800       |  |   | 171,718     |   |   | -           |   |   | -           |   |   | -           |   |   |                   |  
|Shares issued for
      non-cash                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Reclassification of contributed surplus on
      exercise of options |  | -             |  |   | 556,406     |   |   | -           |   |   | (556,406    | ) |   | -           |   |   |                   |  
|Reclassification of contributed surplus on exercise of warrants      |  | -             |  |   | 496,398     |   |   | -           |   |   | (496,398    | ) |   | -           |   |   |                   |  
|Acquisition of Coalhunter                                            |  | 23,397,002    |  |   | 35,095,503  |   |   | -           |   |   | 4,354,140   |   |   | -           |   |   |                   |  
|Share-based payments                                                 |  | -             |  |   | -           |   |   | -           |   |   | 1,748,064   |   |   | -           |   |   |                   |  
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Balance, October
      31, 2011                                      |  | 83,054,104    |  |   | 107,237,122 |   |   | (30,361,908 | ) |   | 19,775,985  |   |   | (88,920     | ) |   | 7,877,799         |  
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Net loss for the
      year                                          |  | -             |  |   | -           |   |   | (11,594,099 | ) |   | -           |   |   | -           |   |   | -                 |  
|Other comprehensive income                                           |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Unrealized loss on available-for-sale investments                    |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | (17,710           | )
|Transfer to income of realized gain on sale
      of investments     |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | (7,877,799        | )
|Transfer to income
      for impairment losses on investments        |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Functional currency translations                                     |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | (59,733     | ) |   | -                 |  
|Shares issued for
      cash                                         |  | 8,029,750     |  |   | 7,628,263   |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Private placement                                                    |  | -             |  |   | (699,257    | ) |   | -           |   |   | 699,257     |   |   | -           |   |   | -                 |  
|Allocation of proceeds to warrants                                   |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Exercise warrants                                                    |  | 1,332,600     |  |   | 457,219     |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Shares issued for
      non-cash                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Property acquisition (note 5(e))                                     |  | 1,000,000     |  |   | 900,000     |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Reclassification of contributed surplus on exercise of warrants      |  | -             |  |   | 1,547,342   |   |   | -           |   |   | (1,547,342  | ) |   | -           |   |   | -                 |  
|Share-based payments                                                 |  | -             |  |   | -           |   |   | -           |   |   | 3,350,460   |   |   | -           |   |   | -                 |  
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Balance, October 31, 2012                                            |  | 93,416,454    |  | $ | 117,070,689 |   | $ | (41,956,007 | ) | $ | 22,278,360  |   | $ | (148,653    | ) | $ | (17,710           | )
|                                                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Net
      loss for the year                                          |  | -             |  |   | -           |   |   | (29,759,663 | ) |   | -           |   |   | -           |   |   | -                 |  
|Other comprehensive
      income                                     |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Unrealized loss on available-for-sale
      investments              |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | -           |   |   | 13,510            |  
|Functional currency translation                                      |  | -             |  |   | -           |   |   | -           |   |   | -           |   |   | 165,688     |   |   | -                 |  
|Shares issued for cash                                               |  |               |  |   |             |   |   |             |   |   |             |   |   |             |   |   |                   |  
|Private placement                                                    |  | 16,439,816    |  |   | 7,277,903   |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Exercise warrants                                                    |  | 480,000       |  |   | 60,000      |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Exercise options                                                     |  | 200,000       |  |   | 12,500      |   |   | -           |   |   | -           |   |   | -           |   |   | -                 |  
|Share issue costs                                                    |  | -             |  |   | (466,452    | ) |   | -           |   |   | 47,973      |   |   | -           |   |   | -                 |  

| | See Notes to Consolidated
      Financial Statements | 4
| | ---------------------------------------------------- | -

---

|                                                                      |  | Share Capital |  |   |             |  |   |             |   |   | Functional  |   |   | Available-  |  |   | Total             |  
|--------------------------------------------------------------------- |  | ------------- |  | - | ----------- |  | - | ----------- | - | - | ----------- | - | - | ----------- |  | - | ----------------- | -
|                                                                      |  |               |  |   |             |  |   |             |   |   | Contributed |   |   | Currency    |  |   | **for-** **Sale** |  
|                                                                      |  | Shares        |  |   | Amount      |  |   | Deficit     |   |   | Surplus     |   |   | Translation |  |   | Investments       |  
|Shares issued for non-cash                                            |  |               |  |   |             |  |   |             |   |   |             |   |   |             |  |   |                   |  
|Property acquisition                                                  |  | 900,000       |  |   | 203,000     |  |   | -           |   |   | -           |   |   | -           |  |   | -                 |  
|Short-term loan                                                       |  | 2,000,000     |  |   | 420,000     |  |   | -           |   |   | -           |   |   | -           |  |   | -                 |  
|Reclassification of contributed surplus on
      exercise of warrants |  | -             |  |   | 662,400     |  |   | -           |   |   | (662,400    | ) |   | -           |  |   | -                 |  
|Reclassification of contributed surplus on
      exercise of options  |  | -             |  |   | 288,000     |  |   | -           |   |   | (288,000    | ) |   | -           |  |   | -                 |  
|Short-term loan warrants                                              |  | -             |  |   | -           |  |   | -           |   |   | 1,801,027   |   |   | -           |  |   | -                 |  
|Share-based payments                                                  |  | -             |  |   | -           |  |   | -           |   |   | 671,037     |   |   | -           |  |   | -                 |  
|                                                                      |  |               |  |   |             |  |   |             |   |   |             |   |   |             |  |   |                   |  
|Balance, October 31, 2013                                             |  | 113,436,270   |  | $ | 125,528,040 |  | $ | (71,715,670 | ) | $ | 23,847,997  |   | $ | 17,035      |  | $ | (4,200            | )

| | See Notes to Consolidated
      Financial Statements | 5
| | ---------------------------------------------------- | -

---

CARDERO RESOURCE CORP.(AN EXPLORATION STAGE
      COMPANY)Consolidated Statements of Cash Flows
  (Expressed in
  Canadian Dollars) Years ended October 31

|                                                                                                                                |   | 2013        |   |   | 2012        |   |   | 2011        |  
|------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Operating Activities                                                                                                            |   |             |   |   |             |   |   |             |  
|Net loss for the year                                                                                                           | $ | (29,759,663 | ) | $ | (11,594,099 | ) | $ | (25,148,877 | )
|Items not involving cash                                                                                                        |   |             |   |   |             |   |   |             |  
|Accounts receivable write-off                                                                                                   |   | 229,047     |   |   | 132,245     |   |   | -           |  
|Depreciation                                                                                                                    |   | 237,408     |   |   | 349,544     |   |   | 244,935     |  
|Share-based payments (note 9)                                                                                                   |   | 671,036     |   |   | 3,350,460   |   |   | 1,301,935   |  
|Accretion expense                                                                                                               |   | 748,729     |   |   | -           |   |   | -           |  
|Realized loss (gain) on sale of
      available-for-sale investments (note 4)                                                   |   | 39,562      |   |   | (9,486,396  | ) |   | (14,245,612 | )
|Impairment losses on
      available-for-sale investments (note 4)                                                              |   | 1,437,030   |   |   | 3,767,563   |   |   | 11,394,818  |  
|Impairment losses on due from related
      parties (note 9(c))                                                                 |   | 198,239     |   |   | 1,112,726   |   |   | -           |  
|Write-off of
      exploration and evaluation assets                                                                            |   | 16,447,113  |   |   | 3,554,667   |   |   | 12,206,614  |  
|Amortization of fair value of warrants
      to interest income                                                                 |   | -           |   |   | -           |   |   | (1,287,909  | )
|Impairment losses on
      property plant and equipment                                                                         |   | 389,487     |   |   | -           |   |   | -           |  
|Gain on loan settlement (note 9(e))                                                                                             |   | -           |   |   | (1,368,953  | ) |   | -           |  
|Gain on the
      reclassification of investments from equity investments 
               to resource related
      investments |   | -           |   |   | -           |   |   | (3,019,523  | )
|Loss on equity investments                                                                                                      |   | -           |   |   | -           |   |   | 793,194     |  
|Unrealized loss on
      derivative investments (note 4)                                                                        |   | 407,487     |   |   | 754,917     |   |   | 3,252,256   |  
|Shares issued for financing                                                                                                     |   | 420,000     |   |   | -           |   |   | -           |  
|Loss on assets sold                                                                                                             |   | 10,855      |   |   | -           |   |   | -           |  
|Deferred income taxes expense                                                                                                   |   | (188,187    | ) |   | 1,086,776   |   |   | 3,558,763   |  
|Unrealized foreign
      exchange loss (gain)                                                                                   |   | 49,906      |   |   | -           |   |   | (1,245,680  | )
|Foreign exchange loss on cash                                                                                                   |   | (7,316      | ) |   | (4,607      | ) |   | 1,369,756   |  
|Changes in non-cash working
      capital items                                                                                 |   |             |   |   |             |   |   |             |  
|Prepaid expenses                                                                                                                |   | 372,191     |   |   | (241,370    | ) |   | (15,532     | )
|Accounts payable and
      accrued liabilities                                                                                  |   | 1,987,111   |   |   | 136,329     |   |   | (163,112    | )
|Interest payable                                                                                                                |   | 141,693     |   |   | -           |   |   | -           |  
|Income taxes payable                                                                                                            |   | -           |   |   | -           |   |   | (25,601,634 | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Cash Used in Operating Activities                                                                                               |   | (6, 168,271 | ) |   | (8,450,198  | ) |   | (36,605,608 | )
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Investing Activities                                                                                                            |   |             |   |   |             |   |   |             |  
|Acquisition of Coalhunter Mining Corporation                                                                                    |   | -           |   |   | -           |   |   | 1,806,655   |  
|Expenditures on exploration
      and evaluation assets                                                                         |   | (10,621,057 | ) |   | (28,614,484 | ) |   | (6,187,340  | )
|Increase in deposits (note 6)                                                                                                   |   | (52,500     | ) |   | (4,739,136  | ) |   | (110,000    | )
|Proceeds from sale of
      investments                                                                                         |   | 198,029     |   |   | 31,300,914  |   |   | 12,250,273  |  
|Purchase of investments                                                                                                         |   | -           |   |   | (262,113    | ) |   | (3,840,625  | )
|Purchase of equity investments                                                                                                  |   | -           |   |   | -           |   |   | (3,882,443  | )
|Purchase of property, plant and equipment                                                                                       |   | (51,599     | ) |   | (576,726    | ) |   | (771,028    | )
|Loan receivable                                                                                                                 |   | -           |   |   | 4,886,633   |   |   | (8,580,096  | )
|Accounts receivable                                                                                                             |   | 1,133,549   |   |   | (5,080,819  | ) |   | (308,776    | )
|Due from related parties                                                                                                        |   | 168,242     |   |   | (397,295    | ) |   | 122,507     |  
|                                                                                                                                |   |             |   |   |             |   |   |             |  
|Cash Used in Investing Activities                                                                                               |   | (9,225,336  | ) |   | (3,483,026  | ) |   | (9,500,873  | )

| | See Notes to Consolidated
      Financial Statements | 6
| | ---------------------------------------------------- | -

---

|                                                         |   | 2013       |   |   | 2012       |   |   | 2011        |  
|-------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
|Financing Activities                                     |   |            |   |   |            |   |   |             |  
|Proceeds from shares issued, net of issuance
      costs |   | 7,770,459  |   |   | 8,085,482  |   |   | 1,197,868   |  
|Share issuance costs                                     |   | (418,479   | ) |   | -          |   |   | -           |  
|Short term loan (note 7)                                 |   | 11,317,885 |   |   | -          |   |   | -           |  
|Short term loan repayment (note 7)                       |   | (5,134,795 | ) |   | -          |   |   | -           |  
|                                                         |   |            |   |   |            |   |   |             |  
|Cash Provided by Financing Activities                    |   | 13,955,070 |   |   | 8,085,482  |   |   | 1,197,868   |  
|                                                         |   |            |   |   |            |   |   |             |  
|Effect of Foreign Exchange on Cash                       |   | 7,316      |   |   | 4,607      |   |   | (1,369,756  | )
|                                                         |   |            |   |   |            |   |   |             |  
|Decrease in Cash and Cash
      Equivalents              |   | (1,851,222 | ) |   | (3,843,135 | ) |   | (46,278,369 | )
|Cash and Cash
      Equivalents, Beginning of the Year   |   | 2,142,499  |   |   | 5,985,634  |   |   | 52,264,003  |  
|Cash and Cash Equivalents, End of the Year               | $ | 291,277    |   | $ | 2,142,499  |   | $ | 5,985,634   |  

Supplemental cash flow information(note 13)

| | See Notes to Consolidated
      Financial Statements | 7
| | ---------------------------------------------------- | -

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cardero Resource Corp. (Cardero or the Company) and
      its subsidiaries are engaged in the exploration of mineral properties,
      primarily in Canada, United States, Ghana, Peru, Mexico and Argentina. The
      Company considers itself to be an exploration stage company.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is a public company with shares listed on the
      TSX Exchange and the Frankfurt Stock Exchange. The head office, principal
      address and records office of the Company are located at 1177 West
      Hastings Street, Suite 2300, Vancouver, British Columbia, Canada, V6E
      2K3.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | While these consolidated financial statements have been
      prepared on the basis that the Company will continue as a going concern,
      which assumes that the Company will be able to meet its commitments,
      continue operations, realize its assets and discharge its liabilities in
      the normal course of business for the foreseeable future, the following
      events and conditions that raise substantial doubt on the validity of that
      assumption:

| |  | During the year ended October 31, 2013, the Company
      incurred a loss of $29,759,663, and as at October 31, 2013 had an
      accumulated deficit of $71,715,670 and a working capital deficit of
      $6,498,875;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Significant advance royalty payments on the Company's
      Carbon Creek Property fall due within the next 12 months (Note 5(e)); and                                                                                  
| |  | Additional sources of financing are required to enable
      the Company to meet its existing obligations.                                                                                                             

|   | During the year ended October 31, 2013, the Company
      closed a $USD 5.7 million private placement of senior secured notes and
      the proceeds were used to repay the Luxor Capital Group, LP indebtedness
      (Note 7). Subsequent to year end, the Company secured an additional $USD
      5.0 million line of credit (Note 14).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company will use these funds to settle outstanding
      payables, general working capital and property expenditures. The Company
      has also made arrangements with creditors on the settlement of outstanding
      payable (Note 14).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Notwithstanding these additional sources of funding and
      settlement of liabilities, further funding is required in order for the
      Company to meet its existing obligations, commitments and fund ongoing
      exploration. While the Company has been successful in obtaining its
      required funding in the past, there is no assurance that sufficient funds
      will be available to the Company in the future. The Company has no
      assurance that such financing will be available or be available on
      favorable terms. Factors that could affect the availability of financing
      include the progress and results of the Companys exploration properties
      and its permitting application, the state of international debt and equity
      markets, investor perceptions and expectations and the global financial
      and iron ore and metallurgical coal markets. There can be no assurance the
      Company will be successful in its endeavour to obtain additional
      financing. These consolidated financial statements do not reflect
      adjustments in the carrying values of the assets and liabilities, the
      reported revenues and expenses, and the balance sheet classifications
      used, that would be necessary if the company were unable to realize its
      assets and settle its liabilities in the normal course of operations. Such
      adjustments could be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

8

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (b)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (c)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (d)                                              
|   |                                                  
|   |                                                  

9

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (e)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

| | Computer software              | - 100% declining balance basis                             
| | ------------------------------ | -----------------------------------------------------------
| | Computers and Office equipment | - 20% to 30% declining balance
      basis                 
| | Metallurgy lab                 | - over 5 years on a straight-line
      basis              
| | Leasehold improvements         | - over the term of the lease on a
      straight-line basis

| |     | Depreciation methods, useful lives and residual values
      are reviewed at each financial year-end and adjusted if
      appropriate.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| | (f) | Investments                                                                                                                            
| |     |                                                                                                                                        
| |     | i)                                                                                                                                     
| |     |                                                                                                                                        
| |     | ii)                                                                                                                                    
| |     |                                                                                                                                        
| | (g) | Exploration and evaluation assets                                                                                                      
| |     |                                                                                                                                        
| |     | All of the Companys projects are currently in the
      exploration and evaluation phase.                                             
| |     |                                                                                                                                        
| |     | Pre-exploration costs                                                                                                                  
| |     |                                                                                                                                        
| |     | Pre-exploration costs are expensed in the period in which
      they are incurred.                                                     

10

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (g)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (h)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

11

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (i)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

| |  | Assets and liabilities are
      translated at year-end exchange rates prevailing at that reporting date;
      and
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | Income and expenses are
      translated at monthly average exchange rates during the year.                        

| |     | Exchange differences arising on translation of such
      foreign operations are transferred directly to the Companys exchange
      difference on translating foreign operations on the Statement of
      Comprehensive Loss and are reported as a separate component of
      shareholders equity in other comprehensive income (loss).                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (j) | Share-based payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Where equity-settled share options are awarded to
      employees, the fair value of the options at the date of grant is charged
      to the Consolidated Statement of Comprehensive Loss over the vesting
      period. Performance vesting conditions are taken into account by adjusting
      the number of equity instruments expected to vest at each reporting date
      so that, ultimately, the cumulative amount recognized over the vesting
      period is based on the number of options that eventually vest.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Where the terms and conditions of options are modified
      before they vest, the increase in the fair value of the options, measured
      immediately before and after the modification, is also charged to the
      consolidated Statement of Comprehensive Income (Loss) over the remaining
      vesting period.                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Where equity instruments are granted to non-employees,
      they are recorded at the fair value of the goods or services received in
      the consolidated Statement of Comprehensive Income (Loss), unless they are
      related to the issuance of shares. Amounts related to the issuance of
      shares are recorded as a reduction of share
      capital.                                                                                                                                                          

12

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (j)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (k)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (l)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (m)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (n)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

13

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (n)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

14

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (j)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

15

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|3. | PROPERTY, PLANT AND
      EQUIPMENT
|-- | -----------------------------------

| |                                  |   | Metallurgy Lab |  |   | Leasehold Improvements |  |   | Other     |   |   | Total     |  
| | -------------------------------- | - | -------------- |  | - | ---------------------- |  | - | --------- | - | - | --------- | -
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Cost                             |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance, October 31, 2011        | $ | 516,877        |  | $ | 345,068                |  | $ | 608,609   |   | $ | 1,470,554 |  
| | Additions                        |   | 28,709         |  |   | 33,116                 |  |   | 794,651   |   |   | 856,476   |  
| | Currency translation adjustments |   | 681            |  |   | -                      |  |   | -         |   |   | 681       |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance, October 31, 2012        | $ | 546,267        |  | $ | 378,184                |  | $ | 1,403,260 |   | $ | 2,327,711 |  
| | Additions                        |   | 47,192         |  |   | -                      |  |   | 4,407     |   |   | 51,599    |  
| | Disposals                        |   | -              |  |   | -                      |  |   | (313,258  | ) |   | (313,258  | )
| | Impairment                       |   | -              |  |   | -                      |  |   | (483,295  | ) |   | (483,295  | )
| | Currency translation adjustments |   | 26,263         |  |   | -                      |  |   | -         |   |   | 26,263    |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance,
      October 31, 2013  | $ | 619,722        |  | $ | 378,184                |  | $ | 611,114   |   | $ | 1,609,020 |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Accumulated depreciation         |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance, October 31, 2011        |   | 103,375        |  |   | 168,924                |  |   | -         |   |   | 552,348   |  
| | Depreciation for the year        |   | 106,689        |  |   | 62,628                 |  |   | 8,142     |   |   | 356,832   |  
| | Currency translation adjustments |   | 1,403          |  |   | -                      |  |   | -         |   |   | 5,768     |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance, October 31, 2012        | $ | 211,467        |  | $ | 231,552                |  | $ | 471,929   |   | $ | 914,948   |  
| | Depreciation for the year        |   | 116,908        |  |   | 15,293                 |  |   | 145,737   |   |   | 277,938   |  
| | Disposal                         |   |                |  |   |                        |  |   | (66,814   | ) |   | (66,814   | )
| | Impairment                       |   |                |  |   |                        |  |   | (93,808   | ) |   | (93,808   | )
| | Currency translation adjustments |   | 15,715         |  |   | -                      |  |   | -         |   |   | 15,715    |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Balance,
      October 31, 2013  | $ | 344,090        |  | $ | 246,845                |  | $ | 457,044   |   | $ | 1,047,979 |  
| |                                  |   |                |  |   |                        |  |   |           |   |   |           |  
| | Carrying amounts                 |   |                |  |   |                        |  |   |           |   |   |           |  
| | At October 31, 2011              | $ | 413,502        |  | $ | 176,144                |  | $ | -         |   | $ | 918,206   |  
| | At October 31, 2012              | $ | 334,800        |  | $ | 146,632                |  | $ | 286,770   |   | $ | 1,412,763 |  
| | At October 31, 2013              | $ | 275,632        |  | $ | 131,339                |  | $ | 154,070   |   | $ | 561,041   |  

|   | The Company operates in one industry segment, the mineral
      resources industry, and in six geographical segments, Canada, United
      States, Ghana, Peru, Mexico, and Argentina. All assets are located in
      Canada except the Metallurgy laboratory, $275,630 (2012: $334,800) which
      is located in the United State and included in Other, $nil (2012:
      $403,264) which is located in Ghana..
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | INVESTMENTS                                                                                                                                                                                                                                                                                                                                                                                                        

Shares
      
      
      WarrantsOctober 31, 2013
      
      Number
      
      
      Fair Value
      
      
      Number
      
      
      Fair Value
      
      
      TotalTrevali Mining Corporation (Trevali)
      
      -
      
      $
      -
      
      
      2,074,761
      
      $
      87,470
      
      $
      87,470Wealth Minerals
        Ltd. (Wealth)
      
      5,022,806
      
      
      150,684
      
      
      -
      
      
      -
      
      
      150,684(1)Xiana Mining Inc. (Xiana)
      
      126,800
      
      
      17,752
      
      
      -
      
      
      -
      
      
      17,752Indico Resources
        Ltd. (Indico)
      
      50,000
      
      
      5,750
      
      
      -
      
      
      -
      
      
      5,750Balmoral Resources Ltd. (Balmoral)
      
      8,000
      
      
      3,040
      
      
      -
      
      
      -
      
      
      3,040Abzu Gold Inc.
        (Abzu Gold)
      
      9,234,007
      
      
      184,680
      
      
      -
      
      
      -
      
      
      184,680Artha Resources Corporation (Artha)
      
      2,150,000
      
      
      32,250
      
      
      -
      
      
      -
      
      
      32,250Ethos Capital Corp.(Ethos)
      
      150,000
      
      
      15,120
      
      
      -
      
      
      -
      
      
      15,120$
      409,276
      
      
      
      
      $
      87,470
      
      $
      496,746


16

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|4. | INVESTMENTS
      (Continued)
|-- | -----------------------------

Shares
      
      
      WarrantsOctober 31, 2012
      
      Number
      
      
      Fair Value
      
      
      Number
      
      
      Fair Value
      
      
      TotalTrevali
      
      -
      
      $
      -
      
      
      2,074,761
      
      $
      494,957
      
      $
      494,957Wealth
      
      5,022,806
      
      
      577,623
      
      
      -
      
      
      -
      
      
      577,623Xiana
      
      2,536,000
      
      
      202,880
      
      
      -
      
      
      -
      
      
      202,880Indico
      
      50,000
      
      
      11,000
      
      
      -
      
      
      -
      
      
      11,000Balmoral
      
      240,000
      
      
      223,200
      
      
      -
      
      
      -
      
      
      223,200Abzu Gold
      
      9,234,007
      
      
      923,401
      
      
      -
      
      
      -
      
      
      923,401Artha
      
      2,150,000
      
      
      96,750
      
      
      -
      
      
      -
      
      
      96,750Ethos
      
      150,000
      
      
      42,000
      
      
      -
      
      
      -
      
      
      42,000\
      
      
      
      $
      2,076,854
      
      
      
      
      $
      494,957
      
      $
      2,571,811


| | (1) | During the year ended October 31, 2013 Dorato Resources
      Inc. changed its name to Xiana Mining Inc. and completed a 20  1 share
      consolidation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

All the resource related companies are
  considered to be related parties, with the exception of Trevali, Xiana, Abzu and
  Artha by virtue of having directors and/or officers in common. All investments
  in shares are classified as available-for-sale under the financial instruments
  classification except for the investment in Ethos, which is classified as fair
  value through profit or loss. As investments in warrants are considered to be
  derivative instruments, they are by definition classified as fair value through
  profit or loss.

During the year ended October 31, 2013,
  the Company did not acquire any additional investments (2012 - $262,113) (2011 -
  $3,840,623). The Company sold investments for gross proceeds of $198,029 (2012 -
  $31,300,914) (2011  $12,250,273) at a cost of $237,590 (2012 - $21,814,518)
  (2011 - $3,416,869) for net (loss) gains on sale of $(39,562) (2012 -
  $9,486,396) (2011 - $14,245,612). Impairment losses on investments amounted to
  $1,437,030 (2012 - $3,767,563) (2011 - $11,394,818).

During the year ended October 31, 2013,
  the Company recorded an unrealized loss on the fair value adjustment of
  derivatives of $407,487 (2012  unrealized loss of $754,917) (2011 -
  $3,252,256). The Company holds 2,074,761 Trevali warrants with an exercise price
  of $1.10 which expires on January 31, 2014

17

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|5. | EXPLORATION AND EVALUATION ASSETS                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                        
|   | The Companys capitalized acquisition and exploration
      expenditures on its exploration and evaluation assets are as
      follows:

Mexico
      
      
      Argentina
      
      
      U.S.A.
      
      
      Ghana
      
      
      Canada(note 7(a))
      
      
      (note 7(b))
      
      
      (note 7(c))
      
      
      (note 7(d))
      
      
      (note 7(e))
      
      
      TotalBalance, October 31, 2011
      $
      53,274
      
      $
      2,651,647
      
      $
      3,531,967
      
      $
      -
      
      $
      50,252,000
      
      $
      56,488,888Acquisition costs:Acquisition costs  shares
      
      -
      
      
      -
      
      
      -
      
      
      900,000
      
      
      -
      
      
      900,000Acquisition costs  cash
      
      1,545
      
      
      28,057
      
      
      59,872
      
      
      5,352,039
      
      
      5,000,000
      
      
      10,441,513Total acquisition costs
      
      1,545
      
      
      28,057
      
      
      59,872
      
      
      6,252,039
      
      
      5,000,000
      
      
      11,341,513Deferred exploration costs:Camp
      
      33,393
      
      
      -
      
      
      18,744
      
      
      1,140,263
      
      
      9,777,358
      
      
      10,969,758Drilling and analysis
      
      357,612
      
      
      1,308
      
      
      44,005
      
      
      3,224,330
      
      
      5,069,968
      
      
      8,697,223Personnel and geology
      
      61,369
      
      
      -
      
      
      108,200
      
      
      1,264,005
      
      
      3,017,609
      
      
      4,451,183Total exploration costs
      
      452,374
      
      
      1,308
      
      
      170,949
      
      
      5,628,598
      
      
      17,864,935
      
      
      24,118,164Total expenditures for the period
      
      453,919
      
      
      29,365
      
      
      230,821
      
      
      11,880,637
      
      
      22,864,935
      
      
      35,459,677Costs recovered  Exploration
      
      -
      
      
      (8,250
      )
      
      -
      
      
      -
      
      
      -
      
      
      (8,250
      )Write-offs  Acquisition costs
      
      (54,819
      )
      
      (172,948
      )
      
      -
      
      
      (198,911
      )
      
      -
      
      
      (426,678
      )Write-offs  Exploration costs
      
      (452,374
      )
      
      (2,499,814
      )
      
      -
      
      
      (175,805
      )
      
      -
      
      
      (3,127,993
      )Total write-offs
      
      (507,193
      )
      
      (2,672,762
      )
      
      -
      
      
      (374,716
      )
      
      -
      
      
      (3,554,671
      )Currency translation adjustments
      
      -
      
      
      -
      
      
      7,439
      
      
      (69,295
      )
      
      -
      
      
      (61,856
      )Balance, October 31, 2012
      $
      -
      
      $
      -
      
      $
      3,770,227
      
      $
      11,436,626
      
      $
      73,116,935
      
      $
      88,323,788Acquisition costs:Acquisition costs  shares
      
      -
      
      
      -
      
      
      -
      
      
      135,000
      
      
      68,000
      
      
      203,000Acquisition costs  cash
      
      -
      
      
      -
      
      
      557
      
      
      635,500
      
      
      5,625,760
      
      
      6,261,817Total acquisition costs
      
      -
      
      
      -
      
      
      557
      
      
      770,500
      
      
      5,693,760
      
      
      6,464,817Deferred exploration costs:Camp
      
      -
      
      
      -
      
      
      -
      
      
      146,891
      
      
      322,482
      
      
      469,373Drilling and analysis
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      410,761
      
      
      410,761Personnel and geology
      
      -
      
      
      -
      
      
      4,470
      
      
      248,545
      
      
      2,342,717
      
      
      2,595,732Total exploration costs
      
      -
      
      
      -
      
      
      4,470
      
      
      395,436
      
      
      3,075,960
      
      
      3,475,866Total expenditures for the period
      
      -
      
      
      -
      
      
      5,027
      
      
      1,165,936
      
      
      8,769,720
      
      
      9,940,683-
      
      
      -Costs recovered  Exploration
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (3,734,000
      )
      
      (3,734,000
      )-
      
      
      -Write-offs  Acquisition costs
      
      -
      
      
      -
      
      
      (353,540
      )
      
      (6,820,013
      )
      
      -
      
      
      (7,173,553
      )Write-offs  Exploration costs
      
      -
      
      
      -
      
      
      (3,421,714
      )
      
      (5,851,846
      )
      
      -
      
      
      (9,273,560
      )Total write-offs
      
      -
      
      
      -
      
      
      (3,775,254
      )
      
      (12,671,859
      )
      
      -
      
      
      (16,447,113
      )Currency translation adjustments
      
      -
      
      
      -
      
      
      -
      
      
      69,296
      
      
      -
      
      
      69,296Balance, October 31, 2013
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      78,152,654
      
      $
      78,152,654


| | (a) | Mexico                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                              
| |     | During the year ended October 31, 2012, the Company
      terminated its remaining Mexican property option agreements and wrote off
      costs totalling $507,193 in the consolidated statement of loss.                    
| |     |                                                                                                                                                                                                                              
| | (b) | Argentina                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                              
| |     | During the year ended October 31, 2012, the Company
      determined to cease exploration of their Argentinean mineral properties
      and wrote off costs totalling $2,672,761 in the consolidated statement of
      loss.

18

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|5. | EXPLORATION AND EVALUATION ASSETS
      (Continued)
|-- | ---------------------------------------------------
|   |                                                    
|   | (c)                                                
|   |                                                    
|   |                                                    
|   |                                                    
|   | (d)                                                
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   | (e)                                                
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    

19

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|5. | EXPLORATION AND EVALUATION ASSETS
      (Continued)
|-- | ---------------------------------------------------

| | (e) | Canada  Carbon Creek Property, British Columbia
      (Continued)
| | --- | ------------------------------------------------------------------

| | i) | Johnson Agreement (continued)
| | -- | -----------------------------

| | - | $75,000 on execution of the Johnson Agreement (paid), an
      additional $275,000 on or before June 24, 2010 (paid) and a final payment
      of $5,000,000 due within four months of the date of issuance of the
      Johnson Licenses (October 14, 2012). As permitted by the Johnson
      Agreement, Cardero Coal extended the deadline for the final payment from
      October 14, 2012 until January 14, 2013 by paying $20,000 per month. The
      deadline was further extended to April 14, 2013 by Cardero Coal paying a
      non-refundable cash deposit of $1,000,000 on January 14, 2013 (paid), plus
      an additional $20,000 per month for each months extension ($60,000 paid
      in total). The deadline was further extended to April 22, 2013 upon
      payment of a further non-refundable cash deposit of $1,000,000 (paid April
      12, 2013). On April 22, 2013, Cardero Coal exercised the option and paid
      the balance of $3,000,000. Immediately following the exercise of option,
      the coal licenses and other assets of the private company were transferred
      to Cardero Coal and thereby became part of the Carbon Creek Joint Venture;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | issuance of 400,000 common shares (issued),with a fair
      value of $68,000,of the Company concurrently with the $3,000,000 final
      option payment; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | grant of an option to acquire 1,000,000 common shares of
      Cardero Coal at an exercise price of $0.15 per share (granted). The option
      was exercised on March 9, 2011 (prior to the acquisition of Cardero Coal
      by the Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | ii. | Burns Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On June 15, 2010, Cardero Coal entered into an option
      agreement (Burns Agreement) to acquire a lease of the coal situated on
      10 Crown granted district lots (CGDL) located in the Peace River Land
      District of British Columbia. To exercise its option, Cardero Coal must
      pay $6,000,000 (paid). Cardero Coal has exercised the option
      agreement.                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Under the lease agreement (Burns Lease), Cardero Coal
      will pay a 5% freight on rail royalty on all coal sold or $2 per metric
      tonne of coal sold, whichever is greater, and 20% on sales for any coal
      substances sold or consumed on the CGDL. On May 1, 2013 the Burns Lease
      was amended to include an Advance Royalty payment to be paid until the
      commencement of the payment of the Royalty. The Advance Royalty is
      non-refundable and is to be deducted from the amount required to be paid
      in respect of the Royalty due. The Advance Royalty amounts and due dates
      are as follows:

| | Date Due                             |   | Amount    | 
| | ------------------------------------ | - | --------- | 
| | June 2, 2013                         | $ | 500,000   | 
| | June 2, 2014                         |   | 2,000,000 | 
| | June 2, 2015                         |   | 3,000,000 | 
| | June 2, 2016 in each year thereafter |   | 3,500,000 | 

All or any portion of the Advanced
  Royalty due on June 2, 2013 can be extended to June 2, 2014 by giving proper
  notice and paying interest at a rate of 6% per annum on amounts outstanding,
  which Cardero Coal has done.

All or any portion of the Advanced
  Royalty due on June 2, 2014 can be extended to June 2, 2015 by giving proper
  notice and paying interest at a rate of 6% per annum on amounts outstanding.

20

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|5. | EXPLORATION AND EVALUATION ASSETS
      (Continued)
|-- | ---------------------------------------------------
|   |                                                    
|   | (e)                                                
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    
|   |                                                    

| | (f) | Title and environmental                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Although the Company has taken steps to verify the title
      to mineral properties in which it has or had a right to acquire an
      interest of such properties, these procedures do not guarantee title
      (whether of the Company or of any underlying vendor(s) from whom the
      Company may be acquiring its interest). Title to mineral properties may be
      subject to unregistered prior agreements or transfers, and may also be
      affected by undetected defects or the rights of indigenous peoples.
      Environmental legislations are becoming increasingly stringent and costs
      and expenses of regulatory compliance are increasing. The impact of new
      and future environmental legislations on the Companys operations may
      cause additional expenses and restrictions. If the restrictions adversely
      affect the scope of exploration and development on the mineral properties,
      the potential for production on the property may be diminished or
      negated.

|6. | DEPOSITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company paid $4,500,000 as a non-refundable
      Commitment Deposit to Ridley Terminals Inc. (the Terminal), pursuant to
      a Terminal Services Agreement dated May 14, 2012 (the Terminal
      Agreement). Pursuant to the Terminal Agreement, the Terminal agrees to
      provide services to the Company consisting of receiving and storing coal
      and loading coal onto ships at the Terminals bulk materials handling and
      loading facilities during the period commencing on January 1, 2014 and
      expiring on December 31, 2028. The Commitment Deposit will be applied
      against the Terminals charges for the shipping of the Companys coal at a
      rate of $1/tonne for the first 4,500,000 tonnes.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Remaining deposits consist of $267,500 paid in the event
      that the Company incurs future reclamation expenditures on Carbon Creek
      project, t and $139,136 for other security
      deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

21

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|7. | SHORT-TERM LOAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On April 22, 2013, the Company completed a placement of
      senior secured notes (Luxor Notes) in the aggregate principal amount of
      USD 5,500,000 with certain affiliates of Luxor Capital Group, LP.
      (Luxor). The Luxor Notes had a one year term and were issued at a 9.1%
      discount to net the Company USD 5,000,000 ($5,083,398) with interest
      accruing at the rate of 10% per annum, payable semi-annually (13% after an
      event of default). The Luxor Notes were secured by a general security
      agreement over the assets of the Company, as well as a specific pledge of
      the shares of Cardero Coal. Cardero Coal also provided a corporate
      guarantee. The Luxor Notes could be redeemed by the Company at any time at
      par plus accrued interest. Should there be a change of control of Cardero
      Coal while the Luxor Notes remain outstanding the holders of the Luxor
      Notes would have the right to put the Luxor Notes to the Company for an
      amount equal to 110% of par plus accrued interest.                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As a bonus for subscribing for and purchasing the Luxor
      Notes, the holders of the Luxor Notes were issued an aggregate of
      2,000,000 common shares of the Company (the Bonus Shares). The Bonus
      Shares are subject to a hold period in Canada until August 25, 2013, plus
      additional restrictions under United States securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On August 9, 2013 The Company completed a private
      placement of senior secured notes (Notes) in the aggregate principal
      amount of US$5.7-million with entities controlled by Robert C. Kopple of
      Los Angles, California, US (Lenders). The net proceeds of the notes were
      used to pay the indebtedness owing to Luxor immediately following closing.
      The Company incurred a loss of $686,532 on settlement of the Luxor
      Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Notes in the amount of US$3.7-million are due no later
      than December 31, 2013, subsequently extended to February 28, 2014 (Note
      14), while US$2-million of the Notes will be due on August 8, 2014.
      Interest will accrue at the rate of 10 per cent per year payable
      quarterly. The Notes are secured by a general security agreement over the
      assets of the Company, as well as a specific pledge of the shares of
      Cardero. Cardero Coal also provided 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 Cardero Coal 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%
      of par plus accrued interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | As additional consideration for purchasing the Notes, the
      Lenders were issued transferrable warrants to purchase an aggregate of
      28,359,066 common shares of the Company. The warrants have a term of seven
      years, and are exercisable at a price of 9.5 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, and including their current shareholdings (but excluding any
      additional common shares which may be purchased by them), would then hold
      approximately 21.763% of the Companys then-issued shares (assuming no
      other share issuances by the Company in the meantime). As this exercise of
      warrants represents a potential change of control, the Company has agreed,
      upon request by the Lenders, to seek shareholder approval to the full
      exercise of the warrants and potential change of control arising
      therefrom. Until such time as the shareholders may approve such change of
      control, 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 19.99%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | At October 31, 2013, short-term loan transactions are as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                   |   | 2013       |  
| | --------------------------------- | - | ---------- | -
| | Short-term loan                   | $ | 6,331,988  |  
| | Warrant                           |   | (1,801,027 | )
| | Interest payable                  |   | 141,693    |  
| | Professional fees                 |   | (83,071    | )
| | Accretion expenses                |   | 748,729    |  
| | Balance at
      October 31, 2013 | $ | 5,338,312  |  

22

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|8. | SHARE CAPITAL
|-- | -------------
|   |              
|   | (a)          
|   |              
|   |              
|   |              
|   | (b)          
|   |              
|   |              

| | i.    | On December 19, 2012, the Company completed a
      non-brokered private placement pursuant to which the Company sold
      7,966,794 shares for gross proceeds of $3,585,057. The Company paid cash
      finders fees of $51,608 and issued 114,000 finders warrants with each
      finders warrant exercisable to purchase one share at a price of $0.50
      until December 19, 2013. All common shares issued had a hold period
      expiring on April 19, 2013.                                                                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ii.   | On December 28, 2012, the Company closed a non-brokered
      private placement of flow-through common shares. The Company issued
      6,000,800 flow-through common shares at a price of $0.50 per share for
      gross proceeds of $3,000,400. All common shares issued had a hold period
      expiring on April 28, 2013. The Company paid aggregate finders fees of
      $175,824 in cash plus 351,648 finders warrants. Each finders warrant was
      exercisable to purchase one non-flow-through common share at $0.55 per
      share until December 28, 2013. The Company recorded a flow-through premium
      liability in the amount of $420,056.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iii.  | On January 11, 2013, the Company issued 240,000 common
      shares on exercise of 240,000 warrants for gross proceeds of
      $30,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iv.   | On February 8, 2013, the Company closed the second and
      final tranche of the non-brokered private placement, issuing 2,472,222
      common shares for gross proceeds of $1,112,500. The Company paid cash
      finders fees of $55,626 and issued 123,610 finders warrants with each
      finders warrant exercisable to purchase one common share at a price of
      $0.50 until February 8, 2014.                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | v.    | On March 11, 2013, the Company issued 500,000 common
      shares with a fair value of $135,000 as a finders fee in connection with
      the acquisition of the Sheini project in Ghana (note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | vi.   | On April 19, 2013, the Company issued 400,000 common
      shares with a fair value of $68,000 in connection with the exercise by
      Cardero Coal of the option to acquire the Shares (note
      5(e)(ii)).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | vii.  | On April 25, 2013, the Company issued 2,000,000 common
      shares to affiliates of Luxor Capital Group, LP. (Lenders) as bonus in
      connection with a placement of senior secured notes in the aggregate
      principal amount of USD 5,500,000 to the Lenders (note 7).                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | viii. | On May 29, 2013, the Company issued 240,000 common shares
      on exercise of 240,000 warrants for gross proceeds of $30,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ix.   | On June 3, 2013, the Company issued 200,000 common shares
      on exercise of 200,000 options for gross proceeds of
      $12,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

23

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|8. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | (b)                      
|   |                          
|   |                          

| | i.   | On November 29, 2011, the Company completed a
      non-brokered private placement pursuant to which the Company sold
      8,029,750 units (Units) at a price of $ 0.95 per Unit for aggregate
      gross proceeds of $7,628,263. Each Unit consists of one common share of
      the Company (a Share) and one-half of one common share purchase warrant
      (each whole warrant, a Warrant). Each Warrant is exercisable into one
      additional Share until November 29, 2012 at an exercise price of
      $1.25.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ii.  | An aggregate of 1,332,600 common shares were issued on
      exercise of 852,600 agents warrants and 480,000 share purchase warrants
      for gross proceeds of $457,219.                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | iii. | The Company issued 1,000,000 common shares with a fair
      value of $900,000 as a finders fee in connection with the acquisition of
      the Sheini project. (note 7(e)).                                                                                                                                                                                                                                                                                                                                                    

| | (c) | Share purchase warrants                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                          
| |     | The following common share purchase warrants entitle the
      holders thereof to purchase one common share for each warrant. Warrants
      transactions are as follows:

2013
      
      
      2012
      
      
      2011Weighted
      
      
      
      
      
      Weighted
      
      
      
      
      
      WeightedAverage
      
      
      
      
      
      Average
      
      
      
      
      
      AverageNumber of
      
      
      Exercise
      
      
      Number of
      
      
      Exercise
      
      
      Number of
      
      
      ExerciseWarrants
      
      
      Price
      
      
      Warrants
      
      
      Price
      
      
      Warrants
      
      
      PriceWarrants outstanding, 
           beginning of the year
      
      6,094,875
      
      $
      0.96
      
      
      3,412,600
      
      $
      0.39
      
      
      -
      
      $
      -Issued
      
      28,948,324
      
      $
      0.10
      
      
      4,014,875
      
      $
      1.25
      
      
      3,856,400
      
      $
      0.39Exercised
      
      (480,000
      )
      $
      (0.125
      )
      
      (1,332,600
      )
      $
      (0.34
      )
      
      (443,800
      )
      $
      (0.39
      )Expired
      
      (5,614,875
      )
      $
      (1.25
      )
      
      -
      
      
      -
      
      
      -
      
      
      -Warrants outstanding, 
           end of the year
      
      28,948,324
      
      $
      0.06
      
      
      6,094,875
      
      $
      0.96
      
      
      3,412,600
      
      $
      0.39


The weighted average remaining
  contractual life of warrants outstanding at October 31, 2013 was 6.64 year (2012
   0.24 years).

Warrants outstanding are as follows:

| |                   |   | 2013     |  |  | 2012       | 
| | ----------------- | - | -------- |  |  | ---------- | 
| |                   |   | Exercise |  |  | Number of  | 
| | Expiry Date       |   | Price    |  |  | Warrants   | 
| |                   |   |          |  |  |            | 
| | November 29, 2012 | $ | -        |  |  | -          | 
| | January 12, 2013  | $ | -        |  |  | -          | 
| | May 29, 2013      | $ | -        |  |  | -          | 
| | June 1, 2013      | $ | -        |  |  | -          | 
| | December 19, 2013 | $ | 0.50     |  |  | 114,000    | 
| | December 28, 2013 | $ | 0.55     |  |  | 351,648    | 
| | February 8, 2014  | $ | 0.50     |  |  | 123,610    | 
| | August 8, 2020    | $ | 0.095    |  |  | 28,359,066 | 
| |                   |   |          |  |  | 28,948,324 | 

24

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|8. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | (d)                      
|   |                          
|   |                          

2013
      
      
      2012
      
      
      2011Weighted
      
      
      
      
      
      Weighted
      
      
      
      
      
      WeightedAverage
      
      
      
      
      
      Average
      
      
      
      
      
      AverageNumber of
      
      
      Exercise
      
      
      Number of
      
      
      Exercise
      
      
      Number of
      
      
      ExerciseOptions
      
      
      Price
      
      
      Options
      
      
      Price
      
      
      Options
      
      
      PriceOptions outstanding, 
          
        beginning of the year
      
      9,566,143
      
      $
      0.98
      
      
      6,599,143
      
      $
      1.04
      
      
      5,310,000
      
      $
      1.23Granted pursuant to acquisition 
           (note 3)
      
      -
      
      $
      -
      
      
      -
      
      $
      -
      
      
      2,029,143
      
      $
      0.32Granted
      
      10,410,000
      
      $
      0.14
      
      
      6,537,000
      
      $
      1.05
      
      
      1,100,000
      
      $
      1.83Expired
      
      (8,611,143
      )
      $
      0.97
      
      
      (3,570,000
      )
      $
      1.21
      
      
      (1,000,000
      )
      $
      1.30Exercised
      
      (200,000
      )
      $
      0.07
      
      
      -
      
      $
      -
      
      
      (840,000
      )
      $
      1.22Options
        outstanding, 
           end of the year
      
      11,165,000
      
      $
      0.22
      
      
      9,566,143
      
      $
      0.98
      
      
      6,599,143
      
      $
      1.04


The weighted average remaining
  contractual life of options outstanding at October 31, 2013 was 4.92 year (2012
   1.19 years).

The weighted average market price for
  840,000 options exercised during the year ended October 31, 2011 was $1.84.

Stock options outstanding are as
  follows:

2013
      
      
      
      
      
      
      
      
      2012Exercise
      
      
      Number of
      
      
      Exercise
      
      
      Exercisable
      
      
      Number of
      
      
      ExercisableExpiry Date
      
      Price
      
      
      Options
      
      
      at
        year End
      
      
      Price
      
      
      Options
      
      
      at
        year EndJanuary 28, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      1.83
      
      
      1,000,000
      
      
      1,000,000June 1, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      0.06
      
      
      280,000
      
      
      140,000June 1, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      0.16
      
      
      100,000
      
      
      50,000June 1, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      0.31
      
      
      320,000
      
      
      160,000June 1, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      0.38
      
      
      980,000
      
      
      490,000June 1, 2013
      $
      -
      
      
      -
      
      
      -
      
      $
      0.44
      
      
      349,143
      
      
      174,572November 9, 2013
      $
      1.10
      
      
      400,000
      
      
      400,000
      
      $
      1.10
      
      
      1,400,000
      
      
      1,400,000January 26, 2014
      $
      1.51
      
      
      225,000
      
      
      225,000
      
      $
      1.51
      
      
      1,500,000
      
      
      1,500,000March 23, 2014
      $
      1.16
      
      
      25,000
      
      
      25,000
      
      $
      1.16
      
      
      537,000
      
      
      537,000September 27, 2014
      $
      0.78
      
      
      225,000
      
      
      225,000
      
      $
      0.78
      
      
      3,100,000
      
      
      3,100,000January 4, 2015
      $
      0.45
      
      
      200,000
      
      
      200,000
      
      $
      -
      
      
      -
      
      
      -May 28, 2015
      $
      0.20
      
      
      2,575,000
      
      
      2,575,000
      
      $
      -
      
      
      -
      
      
      -July 3, 2020
      $
      0.11
      
      
      7,515,000
      
      
      7,515,000
      
      $
      -
      
      
      -
      
      
      -11,165,000
      
      
      11,165,000
      
      
      
      
      
      9,566,143
      
      
      8,551,572


25

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|8. | SHARE CAPITAL (Continued)
|-- | -------------------------
|   |                          
|   | (c)                      
|   |                          
|   |                          

| |                       | 2013   | 2012  
| | --------------------- | ------ | ------
| | Expected life (years) | 5.67   | 2.0   
| | Interest rate         | 1.16%  | 1.05% 
| | Volatility            | 74.62% | 59.34%
| | Dividend yield        | 0.00%  | 0.00% 

Share-based payment charges for the
  year ended October 31, 2013 totalled $671,036 (2012 - $3,350,460), allocated as
  follows:

| |                             |   | 2013    |  |   | 2012      |  |   | 2011      | 
| | --------------------------- | - | ------- |  | - | --------- |  | - | --------- | 
| | Consulting fees             | $ | 227,154 |  | $ | 106,937   |  | $ | 15,135    | 
| | Investor relations          |   | 37,644  |  |   | 204,222   |  |   | 294,066   | 
| | Professional fees           |   | 15,464  |  |   | 179,305   |  |   | -         | 
| | Salaries and
      benefits |   | 390,774 |  |   | 2,859,996 |  |   | 992,734   | 
| |                             |   |         |  |   |           |  |   |           | 
| |                             | $ | 671,036 |  | $ | 3,350,460 |  | $ | 1,301,935 | 

The weighted average fair value of
  options granted during the year was $0.06 (October 31, 2012 - $0.32) .

|9. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           

| |                                   |   | 2013    |  |   | 2012    |  |   | 2011    | 
| | --------------------------------- | - | ------- |  | - | ------- |  | - | ------- | 
| |                                   |   |         |  |   |         |  |   |         | 
| | Consulting fees                   | $ | 185,000 |  | $ | 255,000 |  | $ | 115,000 | 
| | Exploration and evaluation assets |   | 49,000  |  |   | -       |  |   | -       | 
| | Professional fees                 | $ | 87,511  |  | $ | 87,500  |  | $ | 82,500  | 

Professional fees include amounts paid
  to a law firm of which an officer is a shareholder.

26

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|9. | RELATED PARTY TRANSACTIONS (Continued)
|-- | --------------------------------------
|   |                                       
|   | (c)                                   
|   |                                       
|   |                                       

| |                                                                                                                                   |   | 2013    |  |   | 2012    | 
| | --------------------------------------------------------------------------------------------------------------------------------- | - | ------- |  | - | ------- | 
| |                                                                                                                                   |   |         |  |   |         | 
| | Unsecured promissory notes, 1% per annum, due the earlier of 30 days
      after 
         demand or the due date, if applicable: |   |         |  |   |         | 
| | Wealth                                                                                                                            | $ | 42,973  |  | $ | -       | 
| | Indico                                                                                                                            |   | 53,172  |  |   | 198,239 | 
| | Abzu Gold                                                                                                                         |   | -       |  |   | 230,606 | 
| | ITH                                                                                                                               |   | -       |  |   | 1,141   | 
| | Others                                                                                                                            |   | 60,986  |  |   | 93,626  | 
| |                                                                                                                                   |   |         |  |   |         | 
| |                                                                                                                                   | $ | 157,131 |  | $ | 523,612 | 

| |     | The Company recovered $376,166 during the year ended
      October 31, 2013 (2012 - $774,698) in rent and administration costs from
      Marvel Office Management, Wealth, Indico, Balmoral, Corvus and LWTLC,
      companies with common officers or directors.( International Tower Hill,
      Xiana and Abzu Gold ceased to be related parties).                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Due to the current equity market condition, during the
      year ended October 31, 2013 the Company assessed the collectability of
      amounts due from related parties. The Company has concluded the amounts
      due from Indico, from the year ended October 31, 2012, (2012 - Wealth and
      Xiana) are unlikely to be collected in the foreseeable future and have
      recognized an impairment loss of $198,239 (2012 - $1,112,726). The Company
      will continue to assess the collectability of these amounts and will make
      the appropriate adjustments in the future if these are
      collected.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Management Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Key management personnel compensation
      comprised:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                            |   | 2013      |  |   | 2012      |  |   | 2011      | 
| | -------------------------- | - | --------- |  | - | --------- |  | - | --------- | 
| |                            |   |           |  |   |           |  |   |           | 
| | Wages and benefits         | $ | 1,100,268 |  | $ | 959,167   |  | $ | 578,333   | 
| | Share-based
      payments | $ | 253,599   |  | $ | 1,481,212 |  | $ | 1,154,674 | 
| |                            | $ | 1,353,867 |  | $ | 2,440,378 |  | $ | 2,022,160 | 

27

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|9. | RELATED PARTY TRANSACTIONS (Continued)
|-- | --------------------------------------
|   |                                       
|   | (e)                                   
|   |                                       
|   |                                       
|   |                                       
|   |                                       

| |  | USD 5,000,000 (CAD $5,090,000) in
      cash, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Through the issuance of 4,149,521 units (Units) of
      Trevali at a deemed price of $0.90 per Unit. Each Unit is comprised of one
      common share of Trevali (Common Share) and one-half of one transferrable
      common share purchase warrant (a Warrant). Each whole Warrant will
      entitle the holder thereof to purchase one Common Share (Warrant Share)
      at a price of $1.10 per share until January 16, 2014. The Common Shares,
      Warrants and any Warrant Shares issued are subject to a hold period in
      Canada expiring on May 17, 2012. The fair value of the Units was
      $5,062,416 ($1.22 per Unit). This resulted in $1,368,953 gain on loan
      settlement.

|10. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company entered into a lease dated November 18, 2010
      for office space located at 2300  1177 West Hastings Street, Vancouver
      for a term commencing April 1, 2011 for a period of ten years to March 31,
      2021 (subject to renewal for an additional five years). The rent for the
      first three years is $312,579 per annum, plus operating costs and $335,733
      per annum, plus operating costs for the next two years.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Companys subsidiary Cardero Coal entered into a
      lease dated November 24, 2011 for office space located at 1800 - 1177 West
      Hastings Street, Vancouver for a term commencing May 1, 2012 for a period
      of eight years and eleven months. The rent for the first three years is
      $139,023 per annum, plus operating costs and $149,321 plus operating costs
      per annum for the next two years. Cardero Coal has entered into a
      sub-lease agreement, for 31% of the office space, dated September 27, 2013
      for a term of 4 years. The rent is $42,016 per annum, plus operating
      costs.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Other commitments are disclosed elsewhere in these
      consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | RISK AND CAPITAL MANAGEMENT AND FINANCIAL
      INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company manages its capital structure, and makes
      adjustments to it, based on the funds available to the Company in order to
      support future business opportunities. The Company defines its capital as
      shareholders equity. The Board of Directors does not establish
      quantitative return on capital criteria for management, but rather relies
      on the expertise of the Companys management to sustain future development
      of the business.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company currently has no source of revenues; as such,
      the Company is dependent upon external financings or the sale of assets
      (or an interest therein) to fund activities. In order to carry future
      projects and pay for administrative costs, the Company will spend its
      existing working capital and raise additional funds as needed. Management
      reviews its capital management approach on an ongoing basis and believes
      that this approach, given the relative size of the Company, is reasonable.
      There were no changes in the Companys approach to capital management
      during the year ended October 31, 2013. The Company is not subject to
      externally imposed capital requirements.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company classified its cash and cash equivalents as
      loans and receivables; accounts receivable and due from related parties as
      loans and receivables; and accounts payable and accrued liabilities as
      other financial liabilities. The classification of resource related
      investments is set out in note 5. The carrying values of cash and cash
      equivalents, accounts receivable and accrued liabilities approximate their
      fair values due to the short-term maturity of these financial instruments.
      The fair values of amounts due from related parties have not been
      disclosed, as their fair values cannot be reliably measured since the
      parties are not at arms length.             

28

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|11. | RISK AND CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENTS
      (Continued)                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                   
|    | IFRS 7 Financial instruments: Disclosuresestablishes a fair value hierarchy that prioritizes the inputs to
      valuation techniques used to measure fair value as
      follows:

| | Level 1  | quoted prices (unadjusted) in
      active markets for identical assets or liabilities;                                                                                                         
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 2  | inputs other than quoted prices included in Level 1 that
      are observable for the asset or liability, either directly (i.e., as
      prices) or indirectly (i.e., derived from prices); and
| | Level 3  | inputs for the asset or liability
      that are not based on observable market data (unobservable inputs).                                                                                     

The fair value hierarchy requires the
  use of observable market inputs whenever such input exists. A financial
  instrument is classified to the lowest level of the hierarchy for which a
  significant input has been considered in measuring fair value.

The following table sets forth the
  Companys significant financial assets measured at fair value by level within
  the fair value hierarchy.

| | October 31, 2013             |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total   | 
| | ---------------------------- |  | ------- |  |  | ------- |  |  | ------- |  |  | ------- | 
| |                              |  |         |  |  |         |  |  |         |  |  |         | 
| | Resource related investments |  | 409,276 |  |  | 87,470  |  |  | -       |  |  | 496,746 | 

| | October 31, 2012             |  | Level 1   |  |  | Level 2 |  |  | Level 3 |  |  | Total     | 
| | ---------------------------- |  | --------- |  |  | ------- |  |  | ------- |  |  | --------- | 
| |                              |  |           |  |  |         |  |  |         |  |  |           | 
| | Resource related investments |  | 2,076,854 |  |  | 494,957 |  |  | -       |  |  | 2,571,811 | 

The Companys exposure to risk on its
  financial instruments is summarized below:

| | (a) | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company manages credit risk, in respect of cash and
      cash equivalents, by purchasing highly liquid, short-term investment grade
      securities held at major financial institutions in Canada, Ghana and Peru
      in accordance with the Companys investment policy. In regards to amounts
      receivable, the Company is not exposed to significant credit risk, as they
      are primarily due from governmental agencies.

Oct 31, 2013
      
      
      Oct 31, 2012Bank accounts - Canada
      $
      147,356
      
      $
      1,728,431Bank accounts - USA
      
      119,704
      
      
      307,157Bank accounts - Others
      
      24,217
      
      
      106,911$
      291,277
      
      $
      2,142,499


The credit risk associated with cash
  and cash equivalents is minimized substantially by ensuring that these financial
  assets are placed with major financial institutions with strong investment-grade
  ratings given by a primary ratings agency. The Company does not hold any
  asset-backed securities.

With respect to the $157,131(2012
  -$523,612) due from related parties at October 31, 2013, of which $144,517 (2012
  - $453,537) were past due, the maximum exposure to credit risk is the carrying
  value of the receivables as the Company does not have any collateral for the
  receivables.

29

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|11. | RISK AND CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENTS
      (Continued)
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | (b)                                                                    
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    | (c)                                                                    
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        
|    |                                                                        

30

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|12. | INCOME TAXES                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                               
|    | Income tax expense is different from the amount that
      would result from applying the Canadian and federal and provincial income
      tax rates to earnings before income taxes. These differences result from
      the following items:

| |                                                          |   | 2013        |   |   | 2012        |   |   | 2011        |  
| | -------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
| |                                                          |   |             |   |   |             |   |   |             |  
| | Loss before income taxes                                 | $ | (29,947,850 | ) | $ | (10,507,323 | ) | $ | (20,730,955 | )
| | Canadian federal
      and provincial income tax rates   |   | 25.57%      |   |   | 25.25%      |   |   | 26.83%      |  
| | Income tax recovery                                      |   | (7,657,665  | ) |   | (2,653,099  | ) |   | (5,562,115  | )
| | Increase (decrease) due to:                              |   |             |   |   |             |   |   |             |  
| |                                                          |   |             |   |   |             |   |   |             |  
| | Non-deductible expenses                                  |   | 13,497      |   |   | 50,938      |   |   | 38,991      |  
| | Stock-based compensation                                 |   | 167,630     |   |   | 845,991     |   |   | 469,049     |  
| | Non-taxable portion of capital gains                     |   | 184,967     |   |   | (686,660    | ) |   | (991,889    | )
| | Write-off of exploration and
      evaluation assets     |   | 4,524,456   |   |   | 692,168     |   |   | 3,275,441   |  
| | Losses for which no tax benefit has been recorded        |   | 2,631,056   |   |   | 2,869,339   |   |   | 5,535,023   |  
| | Change in enacted tax rates                              |   | (54,766     | ) |   | 27,707      |   |   | 828,255     |  
| | Flow-through share premium reversal                      |   | (187,443    | ) |   | -           |   |   | 859,159     |  
| | Foreign exchange and other
      translation adjustments |   | 192,723     |   |   | 43,657      |   |   | -           |  
| | Difference
      between Canadian and foreign tax rates  |   | (350,750    | ) |   | (103,265    | ) |   | (33,992     | )
| |                                                          |   |             |   |   |             |   |   |             |  
| | Income tax
      expense                                 | $ | (188,187    | ) | $ | 1,086,776   |   | $ | 4,417,922   |  

The components of unrecognized net
  deferred tax assets (liabilities) are as follows:

| |                                   |   | 2013       |  |   | 2012       |  |   | 2011       |  
| | --------------------------------- | - | ---------- |  | - | ---------- |  | - | ---------- | -
| |                                   |   |            |  |   |            |  |   |            |  
| | Non-capital loss carry-forwards   | $ | 14,882,988 |  | $ | 10,559,384 |  | $ | 14,587,869 |  
| | Property and equipment            |   | 130,332    |  |   | 208,258    |  |   | 133,630    |  
| | Share issue costs                 |   | 151,427    |  |   | 65,643     |  |   | 162,765    |  
| | Exploration and evaluation assets |   | 3,405,934  |  |   | 1,348,251  |  |   | 5,585,137  |  
| | Resource related investments      |   | 1,033,418  |  |   | 779,601    |  |   | (854,452   | )
| | Other                             |   | 123,060    |  |   | 779,113    |  |   | 1,450,635  |  
| |                                   |   |            |  |   |            |  |   |            |  
| |                                   |   | 19,727,159 |  |   | 13,740,250 |  |   | 21,065,584 |  

31

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|12. | INCOME TAXES                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                         
|    | The Company has available approximate non-capital losses
      that may be carried forward to apply against future years' income for
      income tax purposes in all jurisdictions. The losses expire as
      follows:

| | Available to    |   | Canada     |  |   | Foreign    |  |   | Total      | 
| | --------------- | - | ---------- |  | - | ---------- |  | - | ---------- | 
| |                 |   |            |  |   |            |  |   |            | 
| | 2014            |   | -          |  |   | 1,430,462  |  |   | 1,430,462  | 
| | 2015            |   | -          |  |   | 479,775    |  |   | 479,775    | 
| | 2016            |   | -          |  |   | 366,516    |  |   | 366,516    | 
| | 2017            |   | -          |  |   | 1,040,293  |  |   | 1,040,293  | 
| | 2018            |   | -          |  |   | 1,342,353  |  |   | 1,342,353  | 
| | 2019            |   | -          |  |   | 1,519,127  |  |   | 1,519,127  | 
| | 2020            |   | -          |  |   | 348,937    |  |   | 348,937    | 
| | 2021            |   | -          |  |   | 303,284    |  |   | 303,284    | 
| | 2022            |   | -          |  |   | 1,479,817  |  |   | 1,479,817  | 
| | 2023            |   | -          |  |   | 160,296    |  |   | 160,296    | 
| | 2024            |   |            |  |   | 151,482    |  |   | 151,482    | 
| | 2026            |   | 2,208,752  |  |   | -          |  |   | 2,208,752  | 
| | 2027            |   | 3,393,725  |  |   | 8,817      |  |   | 3,402,542  | 
| | 2028            |   | 4,039,551  |  |   | 354,363    |  |   | 4,393,914  | 
| | 2029            |   | 2,635,510  |  |   | 230,673    |  |   | 2,866,183  | 
| | 2030            |   | 6,578,839  |  |   | 559,083    |  |   | 7,137,922  | 
| | 2031            |   | 2,086,389  |  |   | 659,878    |  |   | 2,746,267  | 
| | 2032            |   | 5,098,379  |  |   | 240,354    |  |   | 5,338,733  | 
| | 2033            |   | 10,474,258 |  |   | 167,221    |  |   | 10,641,479 | 
| | Deferred expiry |   | -          |  |   | 6,451,580  |  |   | 6,451,580  | 
| |                 |   |            |  |   |            |  |   |            | 
| |                 | $ | 36,515,403 |  | $ | 17,294,310 |  | $ | 53,809,713 | 

During the year ended October 31, 2013 the Company recorded a
  flow through premium liability in the amount of $420,056 pursuant to a private
  placement with a current balance of $232,613. The Company has $1,661,521 of
  exploration expenditures to be incurred for flow-through purposes by December
  31, 2013.

|13. | SUPPLEMENTAL CASH FLOW
      INFORMATION
|--- | ----------------------------------------

| |                                                        |   | 2013      |  |   | 2012      | 
| | ------------------------------------------------------ | - | --------- |  | - | --------- | 
| |                                                        |   |           |  |   |           | 
| | Supplemental Cash Flow Information                     |   |           |  |   |           | 
| |                                                        |   |           |  |   |           | 
| | Accounts payable related to
      property expenditure | $ | 3,129,537 |  | $ | 7,815,244 | 
| | Interest payable                                       | $ | 141,693   |  | $ | -         | 
| | Shares issue for short term loan                       |   | 420,000   |  | $ | -         | 

32

---

|CARDERO RESOURCE CORP.                     
|-------------------------------------------
|(AN EXPLORATION STAGE COMPANY)             
|Notes to Consolidated Financial Statements 
|(Expressed in Canadian Dollars)            
|Years ended
      October 31, 2013 and 2012

|14. | SUBSEQUENT EVENTS                    
|--- | -------------------------------------
|    |                                      
|    | Subsequent to October 31,
      2013:

| | a) | On December 5, 2013, the Company completed the
      implementation of a US$ 5.0 million line of credit (Credit Line) from
      lenders controlled by Mr. Robert C. Kopple of Los Angles,
      California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The Credit Line reflects or includes all amounts advanced
      by the Lenders since the purchase of the Notes, interest due under the
      Notes, and amounts to be advanced in the future. Interest is payable by
      the Company on the amount outstanding under the Credit Line from time to
      time at the rate of 10% per annum. The security granted by the Company in
      connection with the Notes will extend to all indebtedness of the Company
      under the Credit Line. In conjunction with the establishment of the Credit
      Line, the maturity date for US$ 3.7 million of the Notes has been extended
      from December 31, 2013 until February 28, 2014. If the US$ 3.7million of
      the Notes is still outstanding at such time, the Credit Line will also be
      used to repay this amount. All amounts outstanding under the Credit Line
      are due and payable on or before January 5, 2016. The Lenders will have
      the right to seek representation on the Companys board of
      directors.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | As additional consideration for the establishment and
      funding of the Credit Line, the Company has agreed to issue to the Lenders
      transferrable common share purchase warrants to purchase an aggregate of
      38,417,396 common shares of the Company (the Warrants). Of this number,
      28,359,066 were issued to the Lenders on the closing of the Credit Line on
      December 5, 2013. The issuance of the additional 10,058,330 Warrants is
      subject to the approval thereof by the Companys shareholders. The
      Warrants have a term of seven years, and are exercisable at a price of
      $0.139. 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.                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | On December 12, 2013 the Company completed debt
      settlement with a number of arms length creditors. The Company settled an
      aggregate of $2,690,473 of outstanding trade debts in consideration of the
      payment, either on closing or over time, of an aggregate of $1,038,367 in
      cash plus the issuance of 3,219,617 common shares at a deemed price of
      $0.16 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | On December 19, 2013, 114,000 share purchase warrants at
      a price of $0.45 expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | d) | On December 28, 2013, 351,648 share purchase warrants at
      a price of $0.55 expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | e) | On November 8, 2013, 400,000 stock options were exercised
      at a price of $0.11 for proceeds of $44,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | f) | On January 7, 2014, 75,000 stock options were exercised
      at a price of $0.11 for proceeds of $8,250.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | g) | On November 8, 2013, 450,000 stock options at a price of
      $0.20 expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | h) | On November 9, 2013, 400,000 stock options at a price of
      $1.10, 100,000 stock options at a price of $0.78 and 100,000 stock options
      at a price of $0.11 expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | i) | On January 26, 2014, 225,000 stock options expired at a
      price of $1.51.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | j) | On January 27, 2014 136,000 stock options were exercised
      at a price of $0.11 for proceeds of $14,850.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

33

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|ITEM 19. | EXHIBITS
|-------- | --------

|1.1(1)  |  | Current Notice of
      Articles                                                                                                                                                                           
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                            
|1.2(2)  |  | New Articles as amended
      and effective March 22, 2011                                                                                                                                                 
|        |  |                                                                                                                                                                                                            
|4.1(2)  |  | 2012 Incentive Stock
      Option Plan                                                                                                                                                                     
|        |  |                                                                                                                                                                                                            
|4.2(2)  |  | Form of Stock Option
      Agreement under 2012 Incentive Stock Option Plan                                                                                                                                
|        |  |                                                                                                                                                                                                            
|4.3(2)  |  | Form of Subscription
      Agreement utilized in Cardero Private Placement which closed on December
      20, 2012                                                                                         
|        |  |                                                                                                                                                                                                            
|4.4(3)  |  | Form of Subscription
      Agreement utilized in connection with the placement of Kopple Notes                                                                                                             
|        |  |                                                                                                                                                                                                            
|4.5(3)  |  | Senior Secured Note
      dated August 8, 2013 issued to Kopple Family LP in connection with the
      placement of Kopple Notes                                                                           
|        |  |                                                                                                                                                                                                            
|4.6(3)  |  | Senior Secured Note
      dated August 8, 2013 issued to E.L. II Properties Trust in connection with
      the placement of Kopple Notes                                                                   
|        |  |                                                                                                                                                                                                            
|4.7(3)  |  | General Security
      Agreement dated August 8, 2013 among Cardero, as borrower, and the Kopple
      Lenders in connection with the granting of security for the Kopple Notes
      and the Credit Line  
|        |  |                                                                                                                                                                                                            
|4.8(3)  |  | Pledge Agreement dated
      August 8, 2013 among Cardero, as borrower, and the Kopple Lenders in
      connection with the granting of security for the Kopple Notes and the
      Credit Line            
|        |  |                                                                                                                                                                                                            
|4.9(3)  |  | Cardero Coal Guarantee
      dated August 8, 2013 among Cardero Coal, as guarantor, and the Kopple
      Lenders in connection with the granting of security for the Kopple Notes
      and the Credit Line
|        |  |                                                                                                                                                                                                            
|4.10(3) |  | Form of Warrant utilized
      in connection with the Kopple Notes                                                                                                                                         
|        |  |                                                                                                                                                                                                            
|4.11(3) |  | Facility Agreement dated
      December 5, 2013 between Cardero and the Kopple Lenders in connection with
      the Credit Line                                                                            
|        |  |                                                                                                                                                                                                            
|4.12(3) |  | Amendment to Facility
      Agreement dated December 5, 2013 between Cardero and the Kopple Lenders in
      connection with the Credit Line                                                               
|        |  |                                                                                                                                                                                                            
|4.13(3) |  | Form of Warrant
      Certificate used in connection with the Credit Line                                                                                                                                  
|        |  |                                                                                                                                                                                                            
|4.14(2) |  | Arrangement Agreement
      dated April 18, 2011 between Cardero and Coalhunter with respect to the
      acquisition by Cardero of the outstanding securities of Coalhunter                               
|        |  |                                                                                                                                                                                                            
|4.15(2) |  | Coal Tenure Option
      Agreement dated May 18, 2010 between Alan A. Johnson and Coalhunter                                                                                                               
|        |  |                                                                                                                                                                                                            
|4.16(2) |  | Coal Tenure Option
      Agreement Amending Agreement dated April 14, 2011 between Alan A. Johnson
      and Coalhunter                                                                                    
|        |  |                                                                                                                                                                                                            
|4.17(2) |  | Coal Tenure Option
      Agreement Second Amending Agreement dated January 14, 2013 between Alan A.
      Johnson and Cardero Coal                                                                         
|        |  |                                                                                                                                                                                                            
|4.18(2) |  | Coal Lease between Peace
      River Partnership and Coalhunter dated June 15, 2010                                                                                                                        
|        |  |                                                                                                                                                                                                            
|4.19(3) |  | Coal Lease Amending
      Agreement dated May 1, 2013 between Peace River Partnership and Cardero
      Coal                                                                                               
|        |  |                                                                                                                                                                                                            
|4.20(2) |  | Joint Venture Agreement
      dated June 15, 2010 between Carbon Creek Partnership and Coalhunter                                                                                                          
|        |  |                                                                                                                                                                                                            
|4.21(2) |  | Joint Venture Agreement
      Amending Agreement dated April 14, 2011 between Carbon Creek Partnership
      and Coalhunter                                                                                
|        |  |                                                                                                                                                                                                            
|4.22(3) |  | Joint Venture Agreement
      Amending Agreement dated May 1, 2013 between Carbon Creek Partnership and
      Coalhunter                                                                                   
|        |  |                                                                                                                                                                                                            
|8.1(3)  |  | List of Subsidiaries
      (incorporated by reference to Item 4.C  Organizational Structure)                                                                                                              

2

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|12.1    | Certification of the
      Chief Executive Officer as required by Rule 13a-14(a) under the
      Securities Exchange Act of 1934                                 
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                  
|12.2    | Certification of the
      Chief Financial Officer as required by Rule 13a-14(a) under the
      Securities Exchange Act of 1934                                 
|        |                                                                                                                                                                  
|13.1    | Certification of the
      Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                  
|13.2    | Certification of the
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                  
|15.1    | Consent of
      PricewaterhouseCoopers LLP                                                                                                                      
|        |                                                                                                                                                                  
|15.2(1) | Audit Committee Charter                                                                                                                                          
|        |                                                                                                                                                                  
|15.3(1) | Compensation Committee
      Charter                                                                                                                             

|(1) | Incorporated by reference from Carderos annual report on
      Form 20-F filed on April 30, 2009 with the SEC.   
|--- | ------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                   
|(2) | Incorporated by reference from Carderos annual report on
      Form 20-F filed on February 28, 2013 with the SEC.
|    |                                                                                                                   
|(3) | Incorporated by reference from Carderos annual report on
      Form 20-F filed on May 6, 2014 with the SEC.      

3

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SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this amended annual report on its behalf.

|                    | CARDERO RESOURCE CORP.                     
|------------------- | -------------------------------------------
|                    |                                            
|                    |                                            
|                    | /s/
      Hendrik Van Alphen               
|                    | By:
      Hendrik Van Alphen,              
|                    | President
      and Chief Executive Officer
|                    |                                            
|Date: June 17, 2014 |                                            

4

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