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AMENDING AGREEMENT

Carbon Creek Joint Venture Agreement

THIS AGREEMENT MADE as of May 1, 2013.

BETWEEN:

> CARBON CREEK PARTNERSHIP, a partnership existing under
>       the laws of the Province of Alberta between P. Burns Carbon Creek Coal
>       Corporation and P. Burns Partners Limited, and having an office in the City of
>       Calgary in the Province of Alberta (herein referred to as the Carbon Creek
>         Partnership)

OF THE FIRST PART

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> CARDERO COAL LTD., a company organized and existing
>       under the laws of the Province of British Columbia (Incorporation no.:
>       BC0827859) and having an office in the City of Vancouver in the Province of
>       British Columbia (herein referred to as the Cardero Coal)

OF THE SECOND PART

WHEREAS the Carbon Creek Partnership and Cardero Coal
entered into the Joint Venture Agreement;

AND WHEREAS the Carbon Creek Partnership and Cardero
Coal wish to amend certain terms of the Joint Venture Agreement.

NOW THEREFORE, in consideration of the terms, covenants,
conditions and provisions hereof, given or made by each party hereto, to or in
favor of all or any of the other parties hereto, and other good and valuable
consideration (receipt and sufficiency whereof is hereby acknowledged by each
party receiving the same) the parties hereto mutually covenant and agree as
follows.

ARTICLE 1INTERPRETATION

1.1Definitions

In this Amending Agreement, capitalized expressions used herein
shall have the meanings given them in the Joint Venture Agreement, and in this
Amending Agreement, unless something in the subject matter or context is
inconsistent therewith:

Amending Agreement means this agreement.

Effective Time means the date set forth in Section 1.6
hereof.

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Joint Venture Agreement means the Carbon Creek Joint
Venture Agreement dated June 15, 2010 between the Carbon Creek Partnership and
Cardero Coal, as amended by an agreement dated April 14, 2011, and as the same
may be amended from time to time, forming the Carbon Creek Joint Venture.

1.2Headings

The division of this Amending Agreement into Articles and
Sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Amending Agreement.

1.3Gender

Words of any gender used herein shall be deemed and construed
to include correlative words of the other genders. Words importing the singular
number shall include the plural number and vice versa, unless the context shall
otherwise clearly indicate.

1.4Not
A Business Day

In the event that any day on which any act is to be done, any
step is to be taken or any event is to have occurred, is not a Business Day,
then such act shall be done, or step shall be taken or event shall be deemed to
have occurred on or before the requisite time (if any) on the next succeeding
Business Day.

1.5Expanded
Meanings

Unless the context otherwise necessarily requires, the
following provisions shall govern the interpretation of this Amending Agreement:

|1.5.1 | words used herein importing the singular number only
      shall include the plural and vice versa, and words importing the use of
      any gender shall include all genders;                                                                                                                                                                                                                                              
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.5.2 | the terms in writing or written include
      printing, typewriting, or any electronic means of communication by which
      words are capable of being visually reproduced at a distant point of
      reception;                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.5.3 | references herein to any agreement or instrument,
      including this Amending Agreement shall be deemed to be references to the
      agreement or instrument as varied, amended, modified, supplemented or
      replaced from time to time, and any specific references herein to any
      enactment shall be deemed to be references to such enactment as the same
      may be amended or replaced from time to time;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.5.4 | this Amending Agreement the Amending
      Agreement hereto, herein, hereby,
      hereunder, hereof and similar expressions refer to this
      Amending Agreement and not to any particular Article, Section, Subsection,
      clause, subdivision or other portion hereof and include any and every
      instrument amending, supplementing or replacing this agreement;
  and                           

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|1.5.5 | when calculating the period of time before which, within
      which or following which (as the case may be) any act is to be done, any
      step is to be taken or any event is to have occurred, the date upon which
      the act is to be done, the step is to be taken or the event is to have
      occurred, shall be excluded from the period, and if such date is not a
      Business Day, then such date shall be deemed to fall on the next
      succeeding Business Day.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.6Effective
Time Of Amendments Made Hereby

All of the amendments, replacements and changes to the Joint
Venture Agreement made by this Agreement shall be effective as of 8:00 a.m.,
local time in Vancouver, British Columbia, on May 1, 2013 and shall be
conditional upon the execution and delivery of that amending agreement,
effective May 1, 2013, in respect of the Coal Lease dated June 15, 2010 between
the Peace River Partnership and Cardero Coal and as the same may be amended from
time to time, by the parties thereto.

ARTICLE 2AMENDMENT TO DEFINED TERMS

|2.1   | Amendments To Joint Venture Agreement
      Definitions                                                                                                                                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                             
|2.1.1 | The definition of Carried Interest in Section
      1.1(j) of the Joint Venture Agreement is hereby corrected by replacing the
      expression Peace River Partnership with the expression Carbon Creek
      Partnership and the parties confirm that the reference has always
      intended to be to the Carbon Creek Partnership.

ARTICLE 3AMENDMENTS TO JOINT VENTURE AGREEMENT

3.1Change of Name of Coalhunter

All references to Coalhunter shall be read as Cardero Coal.

3.2Section
8.7 Amended

Paragraph 8.7(b) of the Joint Venture Agreement is hereby
amended by replacing the phrase, commencing in the first line of the paragraph:
a Co-Owner who is not the Manager with the phrase a Co-Owner who is not the
Manager or an Affiliate of the Manager.

3.3Section
12.1 Amended

|3.3.1 | Section 12.1 of the Joint Venture Agreement is hereby
      amended by:
|----- | -----------------------------------------------------------------------
|      |                                                                        
|      | (a)                                                                    
|      |                                                                        
|      | (b)                                                                    
|      |                                                                        
|3.3.2 | Renumbered paragraph 12.1(e) is hereby amended
  by:                   
|      |                                                                        
|      | (a)                                                                    

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(f) ****if
such event occurs after the Management Committee has made a Production Decision,
the other Co-Owner, without prejudice to any other remedy it may have, shall
have the right to purchase the Interest of the defaulting Co-Owner, upon the
following terms and conditions:

with:

(e) ****the
other Co-Owner, without prejudice to any other remedy it may have, shall have
the right to purchase the Interest of the defaulting Co-Owner, upon the
following terms and conditions:

and:

| | (b) | Replacing the reference in renumbered clause 12.1(e)(ii)
      to 12.1(f)(ii) with 12.1(e)(ii).
| | --- | ---------------------------------------------------------------------------------------------------

ARTICLE 4JOINT VENTURE AGREEMENT IN FULL FORCE

4.1Joint
Venture Agreement Otherwise Unamended

Except as specifically herein provided, the Joint Venture
Agreement remains unamended and in full force and effect as at the date hereof.

4.2Amendment
Pursuant To Joint Venture Agreement

This Agreement constitutes an amendment within the meaning of
Section 21.2 of the Joint Venture Agreement.

ARTICLE 5MISCELLANEOUS

5.1Governing Law

This Agreement shall be governed by, and interpreted and
construed in accordance with, the Laws of the Province of British Columbia and
the federal Laws of Canada applicable therein, which shall be deemed to be the
proper law thereof.

5.2Enurement

This Agreement shall enure to the benefit of and be binding
upon the Carbon Creek Partnership and Cardero Coal, and their respective
successors and permitted assigns.

5.3Severability

Any provision of this Amending Agreement which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

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5.4Binding
Effect

This Agreement shall become effective as of the Effective Time,
when it shall have been executed by the Carbon Creek Partnership and Cardero
Coal and thereafter shall be binding upon and enure to the benefit of the Carbon
Creek Partnership and Cardero Coal and their respective successors and assigns.
The Carbon Creek Partnership shall not assign its rights and obligations
hereunder or any interest herein without the prior consent of all Cardero Coal.

5.5Time Of The Essence

Time shall be of the essence of this Amending Agreement.

5.6Counterparts

This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument, and it shall not be
necessary in making proof of this Amending Agreement to produce or account for
more than one such counterpart.

IN WITNESS WHEREOF the Parties hereto have duly executed
this Amending Agreement as of the date first above written.



Carbon Creek Partnership
    Cardero Coal Ltd.Per: (signed) L.
      Horan
    Per: (signed) Henk Van
      AlphenName:
      L.
      Horan
    Name: H. Van
      AlphenTitle:
      ______________________________
    Title:
      CEO &
      President


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