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April 3, 2012

Mr. Blaine BaileyChief Financial
OfficerCardero Resource Corp.2300 -1177 West Hastings Street
Vancouver BC, V6E 2K3



Dear Mr. Bailey:

We have been engaged to provide our
opinion in the form of this report on the appropriate application of
International Financial Reporting Standards (IFRS) to the acquisition of the
remaining 54.5% interest in Coalhunter Mining Corporation (Coalhunter) by
Cardero Resource Corp. (Cardero or the Company) (the transaction) and
subsequent consolidation of Coalhunter by the Company. This report is being
issued to Cardero and its management to assist in evaluating the accounting for
the transaction, and does not cover disclosure requirements.

The Company prepares its financial
statements in accordance with IFRS, and it is in this context that our report is
prepared. IFRS are contained in part I of the CICA Handbook; all Handbook
Sections referred to in this report are contained in part I of the CICA
Handbook, unless noted otherwise.

As requested, we have based our
understanding of the transaction on the memorandums titled Investment in
Coalhunter Mining Corporation prepared by SmytheRatcliffe Chartered Accountants
dated March 2, 2012 and Step Acquisition of Coalhunter prepared by management
dated March 7, 2012. These are attached as an Appendix to our engagement
letter.

The facts, circumstances and
assumptions relevant to the transaction, including the facts and circumstances
described in this report have been provided by management of the Company, who
are responsible for their accuracy and completeness.

The background and facts as laid out
below are based on our understanding of the transaction described by management
and their auditors as outlined in the Appendix attached to our engagement
letter. We have not read any contracts relating to the transaction and, should
we become aware of facts or circumstances which lead to a change in our
understanding of the transaction, or call its underlying basis into doubt, our
conclusions may change.

It is our understanding that management
of the Company has obtained guidance from their own auditors on the specific
transactions upon which we report, as outlined in the memorandum titled
Investment in Coalhunter Mining Corporation, and attached as an Appendix to
our engagement letter.

PricewaterhouseCoopers LLP, Chartered
      AccountantsPricewaterhouseCoopers Place, 250 Howe
      Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7T: +1 604 806 7000, F: +1 604 806 7806,
      www.pwc.com/caPwC refers to PricewaterhouseCoopers LLP, an
      Ontario limited liability partnership, which is a member firm of
      PricewaterhouseCoopers International Limited, each memberfirm of which is a separate legal entity.


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Background and facts

Cardero acquired 45.5% of the
outstanding shares of Coalhunter in two separate private placements during
calendar 2010. The carrying value of the shares at February 11, 2011 was
$7,205,311 and was accounted for using the equity method. This was prior to the
Letter of Intent (LOI) described below.

On March 2, 2011, Cardero announced
that it had entered into an LOI with Coalhunter whereby the Company would
acquire the remaining outstanding shares of Coalhunter. The Company would issue
0.8 of a common share for each 1.0 common share of Coalhunter. The acquisition
would be by way of a plan of arrangement.

On May 26, 2011, the Company announced
that its shareholders had approved the acquisition and the completion date would
be June 1, 2011.

Coalhunter is a privately held mineral
exploration company in Canada. It is a participant (75% interest) in the Carbon
Creek Joint Venture (the JV) with the Carbon Creek Partnership (the Partnership)
holding the remaining 25% interest. The Partnership is at arms-length with
Coalhunter and comprises interests in certain coal license applications plus
free-hold interests that do not require licenses..

A coal license provides the exclusive
right to explore, develop and conduct mining operations on the area covered by
such license. Coalhunter and the Partnership have certain coal license
applications pending. The JV agreement provides that the various licenses,
together with the free-hold interests, will be placed in the JV (collectively
the Carbon Creek Property). The free-hold interests cover approximately 1⁄2 of
the land area in the Carbon Creek Property. At the time of acquisition of
control (June 1, 2011), Coalhunter had performed only limited exploration
acivities. The main exploration programs to date on the Carbon Creek Property
were conducted by BHP between 1971 and 1981. We understand from management that
as at June 1, 2011, the Carbon Creek Property was at the exploration stage only,
without a known body of commercial ore. Further drilling programs are required
to update current deposit-related data to feasibility level. Costs related to
these programs are expected to be substantial.

Items for consideration

Based on the facts described above, the
following items needs to be considered:

1) Does Coalhunter meet the definition
of a business in accordance with IFRS, specifically IFRS 3 (R)  Business
Combinations;and

2) What is the appropriate accounting
for the transaction in accordance with IFRS?

1) Does Coalhunter meet the
definition of a business in accordance with IFRS, specifically

IFRS 3 (R)  Business
Combinations

Technical reference and analysis:

We considered the guidance under IFRS
3, para. 3 which states:

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An entity shall determine whether a
transaction or other event is a business combination by applying the definition
in this IFRS, which requires that the assets acquired and liabilities assumed
constitute a business. If the assets acquired are not a business, the reporting
entity shall account for the transaction or other event as an asset acquisition.
Paragraphs B5B12 provides guidance on identifying a business combination and
the definition of a business.

Paragraphs B5-B12 were examined as
follows, but specifically B7-B12:

B7  A business consists of inputs and
processes applied to those inputs that have the ability to create outputs.
Although businesses usually have outputs, outputs are not required for an
integrated set to qualify as a business. The three elements of a business are
defined as follows:

Input:Any economic resource
that creates, or has the ability to create, outputs when one or more processes
are applied to it. Examples include non-current assets (including intangible
assets or rights to use non-current assets), intellectual property, the ability
to obtain access to necessary materials or rights and employees.

PwCs Discussion:At June
1, 2011, the Carbon Creek Property had a NI 43-101, Resource Estimate, but had
not yet been advanced to the feasibility stage. Most of the data available for
the Carbon Creek Property is based on historical drill results completed a
number of decades ago. Significant additional definition drilling and collection
of feasibility-level engineering and environmental data are required to advance
the status of the project. The Carbon Creek Property is not considered
financeable in its current form. Therefore, it does not appear to have the
economic resource necessary to meet the definition of a business and
consequently does not meet the Input criteria required to satisfy the definition
of a business under IFRS 3.

Process:Any system, standard,
protocol, convention or rule that when applied to an input or inputs, creates or
has the ability to create outputs. Examples include strategic management
processes, operational processes and resource management processes. These
processes typically are documented, but an organised workforce having the
necessary skills and experience following rules and conventions may provide the
necessary processes that are capable of being applied to inputs to create
outputs. (Accounting, billing, payroll and other administrative systems
typically are not processes used to create outputs.)

PwCs Discussion:We
consider this not relevant for further discussion since the input requirement
above has not been met.

Output:The result of inputs and
processes applied to those inputs that provide or have the ability to provide a
return in the form of dividends, lower costs or other economic benefits directly
to investors or other owners, members or participants.

PwCs Discussion:We
consider this not relevant for further discussion since the input requirement
above has not been met.

PwC Conclusion on item 1):Based
on the facts presented above, we have concluded that the acquisition of
Coalhunter does not meet the definition of the acquisition of a business under
IFRS 3.

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2) What is the appropriate
accounting for the transaction in accordance with IFRS?

IFRS 3.3 provides the following
guidance in the event that an acquisition is not a business combination:

3.3  An entity shall determine
whether a transaction or other event is a business combination by applying the
definition in this IFRS, which requires that the assets acquired and liabilities
assumed constitute a business. If the assets acquired are not a business, the
reporting entity shall account for the transaction or other event as an asset
acquisition.

This provides clear guidance that the
transaction should be accounted for as the acquisition of assets and
liabilities.. Further guidance on how an asset acquisition is applied is
provided in IFRS 3.2:

3.2  This IFRS applies to a
transaction or other event that meets the definition of a business combination.
This IFRS does not apply to...

(b) the acquisition of an asset or a
group of assets that does not constitute a business. In such cases the
acquirer shall identify and recognise the individual identifiable assets
acquired (including those assets that meet the definition of, and recognition
criteria for, intangible assetsin IAS 38 Intangible Assets) and
liabilities assumed. The cost of the group shall be allocated to the
individual identifiable assets and liabilitieson the basis of their
relative fair valuesat the date of purchase. Such a transaction or event
does not give rise to goodwill.

This suggests that in circumstances
where an acquisition does not constitute a business combination (in Carderos
case, an asset acquisition in substance), the transaction shall be outside the
scope of IFRS 3 and the cost of any consideration paid should be allocated to
the assets and liabilities acquired based on their relative fair values at the
date of purchase. Under existing IFRS, we consider that measurement as an asset
acquisition may be appropriately applied irrespective of whether the Companys
pre-existing ownership of the asset was held via an equity accounted interest or
an undivided interest.

Costs of the transaction are covered by
IFRS 2, Share-based Payment:

IFRS 2, paragraphs 5 and 6, states
that IFRS 2 does not apply in situations where IFRS 3  Business Combinations,
IAS 31  Interests in Joint Ventures, IAS 32  Financial Instruments:
Presentation, and IAS 39  Financial Instruments: Recognition and Measurement,
apply.

The analysis in the previous paragraph
indicates that the transaction is scoped out of IFR 3, and consequently the
guidance in IFRS 2 should be applied. We considered IFRS 2.10:

10.For equity-settled
share-based payment transactions, the entity shall measure the goods or services
received, and the corresponding increase in equity, directly, at the fair value
of the goods or services received, unless that fair value cannot be estimated
reliably. If the entity cannot estimate reliably the fair value of the goods or
services received, the entity shall measure their value, and the corresponding
increase in equity, indirectly, by reference to the fair value of the equity
instruments granted.

For the acquisition of Coalhunter, the
Carbon Creek Property is still in the exploration stage. While there are
valuation techniques that can be used to estimate the fair value of exploration
stage projects, they are subject to significant estimates and ranges of
possible fair values. Consequently, the Company has determined that since the
Company cannot reliably estimate the fair value of the underlying Carbon Creek
Property, the cost of the transaction should be measured at the fair value
(market price) of the shares issued in the acquisition. We concur with this
assessment.

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We consider that the guidance provided
in IFRS 3 for items that are scoped out is on point in indicating that such
acquisitions should be accounted for at cost. We further considered other
standards that would be relevant in assessing the acquisition of an asset.
Specific consideration was given to:

IFRS 6- Exploration for and Evaluation
of Mineral Resources

IAS 8  Accounting Policies, Changes
in Accounting Estimates and Errors

IAS 16 - Property, Plant and
Equipment

IFRS 6 permits an entity to develop an
accounting policy for exploration and evaluation assets without assessing
whether such assets are scoped out by IAS 8. Consequently, IFRs 6 allows the
Company to continue to use the accounting policies applied under Canadian GAAP
immediately before adopting IFRS. For the Company, the policies adopted under
Canadian GAAP included treating exploration and evaluation assets as tangible
assets, and recording them at cost within the long-term assets section of the
balance sheet.

IFRS 6, paragraphs 6.8 also
specifically states that:

Evaluation and exploration assets
shall be measured at cost.

Therefore, the consolidated exploration
and evaluation asset arising upon the final acquisition of Coalhunter should be
accounted for at cost.

As noted above, under IFRS 6 the
Company may apply its pre-existing accounting treatment for exploration and
evaluation assets, which was to treat them as tangible assets. Consequently in
assessing the appropriate accounting recognition of the Carbon Creek Property,
it is relevant to assess the guidance in IAS 16. Paragraphs 15 and 16a of IAS 16
outline that the purchase of an asset shall be measured as follows:

15 An item of property, plant and
equipment that qualifies for recognition as an asset shall be measured at its
cost.

Elements of cost

16 The costof an item of
property, plant and equipment comprises:

(a) its purchase price,
including import duties and non-refundable purchase taxes, after deducting trade
discounts and rebates.

PwC Conclusion on Item 2) : Since the
acquisition of the remaining 54.5% of Coalhunter is scoped out of IFRS 3, the
identifiable assets and liabilities acquired should be recorded at cost, which
should be measured at the fair value of the shares issued to complete the
acquisition plus any related transaction costs. The cumulative cost allocated to
the assets and liabilities acquired on full consolidation of Coalhunter would
therefore be based on the carrying value of the Companys
45.5% equity interest immediately prior to the transaction plus the cost
assigned to the remaining 54.5% as described above.

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PwC Final Conclusion

In our opinion, the acquisition of the
remaining 54.5% of Coalhunter by the Company does not meet the definition of a
business as defined in IFRS 3. Consequently, under IAS 16 and/or currently
applicable IFRS, the acquisition of the remaining 54.5% should be accounted for
as a purchase of assets and liabilities and measured at cost. In our view, the
preferred measure of cost under existing IFRS to be allocated to the underlying
assets and liabilities of Coalhunter should be comprised of:

| | 1. | the carrying value of the previously held 45.5% interest
      in Coalhunter immediately prior to the transaction, plus                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | the fair value of the shares issued to complete the
      acquisition of the remaining 54.5% interest plus any related transaction
      costs.

In preparing this opinion, we have not
considered the impact of either the early adoption of IAS 28(R) nor any
retrospective adjustments which may be required upon normal course adoption of
IAS 28(R), which is effective for periods beginning on or after January 1,
2013.

The ultimate responsibility for the
decision on the appropriate application of International Financial Reporting
Standards for the specific transaction described above rests with the Companys
management as preparers of the financial statements of the Company in question,
who should consult with your auditor (or public accountant). Our judgment on the
appropriate application of International Financial Reporting Standards for the
specific transaction described above is based on the facts, circumstances and
assumptions provided to us and described in this report. Should the facts,
circumstances or assumptions differ, or should there be relevant facts and
circumstances in addition to those described in this report, our conclusions may
change.

This report is intended solely for the
information and use by the Company and management of the Company and is not
intended to be and should not be used by anyone other than these specified
parties or for any other purpose.

(signed) PricewaterhouseCoopers
LLP

Chartered Accountants

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