Cardero Resolurce Corp. - Exhibit 4.19 - Filed by newsfilecorp.com






AMENDING AGREEMENT 
Coal Lease 


THIS AGREEMENT MADE as of May 1, 2013. 

BETWEEN: 


  
    PEACE RIVER PARTNERSHIP, a partnership existing under
      the laws of the Province of Alberta between P. Burns Peace River Resources
      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 “Peace River
        Partnership”) 

  



OF THE FIRST PART 

- and - 


  
    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 Peace River Partnership and Cardero Coal
entered into the Coal Lease; 

AND WHEREAS the Peace River Partnership and Cardero Coal
wish to amend certain terms of the Coal Lease. 

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 1 
INTERPRETATION 


1.1       
Definitions 

In this Amending Agreement, capitalized expressions used herein
shall have the meanings given them in the Coal Lease, 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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“Coal Lease” means 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. 

1.2       
Headings 

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.


1.3       
Gender 

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. 

1.4       
Not 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. 

1.5       
Expanded 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

	 	 
	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. 








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1.6       
Effective Time Of Amendments Made Hereby 

All of the amendments, replacements and changes to the Coal
Lease 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 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, by the parties thereto. 

ARTICLE 2 
AMENDMENT TO DEFINED TERMS 


2.1       
Change of Name of Coalhunter 

All references to “Coalhunter” shall be read as “Cardero Coal”.


2.2       
Amendment to Coal Lease Recital 

Recital A to the Coal Lease is hereby replaced with the
following: 

“P. Burns Peace River Resources
Corporation is the legal owner and Peace River Partnership is the beneficial
owner of a 100% interests in the Lands (as hereinafter defined), subject to such
exceptions and reservations as are contained or implied in the grants thereof
from the Crown; and” 

2.3       
Amendments To Coal Lease Definitions

2.3.1      Section
1.1 is hereby amended by: 

	 	(a) 	
      adding as paragraph 1.1(a), the definition of “Advance
      Royalty”, as follows:

	 	 	 
	 		
      “(a) “Advance Royalty” has the meaning given to
      that term in section 4.2;”; and

	 	 	 
	 	(b) 	
      renumbering each of the paragraphs subsequent to
      paragraph (a) in section 1.1 and making the consequential change to each
      reference to each such renumbered definition in the Coal
  Lease.



ARTICLE 3 
AMENDMENTS TO COAL LEASE 


	3.1 	
      Coal Lease Amended

	 	 
	3.1.1 	
      All references to “Coalhunter” shall be read as “Cardero
      Coal”.

	 	 
	3.1.2 	
      Article 4 of the Coal Lease is hereby amended by adding
      as section 4.2 the following:







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“4.2       
Advance Royalty 

	 	(a) 	
      Until the commencement of the payment of the Royalty
      pursuant to Article 3, which obligation is not deferred or otherwise
      affected hereby, Cardero Coal shall make an annual, non-refundable,
      advance payment in respect of the Royalty (the “Advance Royalty”)
      to the Peace River Partnership in the following amounts on the following
      dates:





	Date 	 	Amount 	 
	 	 	 	 
	June 2, 2013 	$	500,000 	 
	 	 	 	 
	June 2, 2014 	$	2,000,000 	 
	 	 	 	 
	June 2, 2015 	$	3,000,000 	 
	 	 	 	 
	June 2, 2016 	$	3,500,000 	 
	 	 	 	 
	June 2, 2017 	$	3,500,000 	 
	 	 	 	 
	June 2 in each year thereafter 	$	3,500,000 	 




	 	(b) 	
      In each year in which Cardero Coal pays the Advance
      Royalty, it shall not be required to pay the Minimum Annual
  Royalty.

	 	 	 
	 	(c) 	
      Notwithstanding that the Advance Royalty is
      non-refundable, the aggregate amount of all payments made in respect of
      the Advance Royalty (other than in respect of interest and any and all
      costs and expenses of Peace River Partnership in recovering amounts due)
      shall be deducted from the amount required to be paid in respect of the
      Royalty pursuant to Article 3, when the Royalty is paid, until the
      aggregate amount of the Advance Royalty paid by Cardero Coal has been
      recovered by it in this manner.

	 	 	 
	 	(d) 	
      All payments of the Advance Royalty shall be made in the
      manner provided in section 3.4.

	 	 	 
	 	(e) 	
      Notwithstanding the covenants and conditions contained in
      paragraphs 4.2(a) to 4.2(d), inclusive, while Cardero Coal is not in
      default under this Lease, Peace River Partnership agrees to accept payment
      of the amount due on the following terms and
conditions:



(i)         
all or any portion of the Advance Royalty due on June 2, 2013, such
payment may be extended by Cardero Coal by notice in writing to Peace River
Partnership given not less than 15 days prior to June 2, 2013, to anytime
between June 2, 2013 and June 2, 2014, 

(ii)        
all or any portion of the Advance Royalty due on June 2, 2014, if the
Advance Royalty referred to in clause 4.2(e)(i) and all interest thereon has
been paid in full when due, then such June 2, 2014 payment may be extended by
Cardero Coal by notice in writing to Peace River Partnership
given not less than 15 days prior to June 2, 2014, to anytime between June 2,
2014 and January 1, 2015, 




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(iii)       
 notwithstanding an extension pursuant to clause 4.2(e)(i) or
(ii), the full amount of the Advance Royalty and all accrued but unpaid interest
to the date of the occurrence of any default described in Section 21.1 shall
immediately become due and payable on that date, 

(iv)       
Cardero Coal shall pay to Peace River Partnership interest on the
amount then outstanding in respect of clause 4.2(e)(i) or (ii), as the case may
be, calculated at the rate of 6 per cent per annum, based on the number of days
in the month for which the calculation is made divided by 365, 

(v)        
 interest shall be due and payable on the first Business Day of
each month following the month for which interest is being calculated hereunder,


(vi)        
all payments of interest under this section shall be made in the manner
as provided for the payment of Royalties in section 3.4, 

(vii)       
interest payments hereunder shall be payable by Cardero Coal both
before and after maturity and before and after default or judgment, if any,
until payment thereof in full, and interest shall accrue and be payable on
overdue interest, if any, at the rates and at the times described in this
Section, 

(viii)       if
any event of default occurs and is continuing, all payments made by Cardero Coal
hereunder shall be applied to amounts due in the following order: (x) costs and
expenses of Peace River Partnership in recovering amounts due, (y) interest and
(z) Advance Royalty amounts, and 

(ix)         
for greater certainty, failure to pay any amount of interest due
hereunder or any portion of the Advance Royalty when due shall in accordance
with this paragraph 4.2 shall be an event of default for the purposes of
paragraph 21.1(a) hereof, as amended hereby.” 

	3.1.3 	
      Section 17.1(a) of the Coal Lease is hereby corrected by
      replacing in line four thereof the phrase “two million dollars
      ($10,000,000)” with the phrase “ten million dollars
  ($10,000,000)”.

	 	 
	3.1.4 	
      Section 20.1 of the Coal Lease is hereby amended by
      deleting:




	 	(a) 	
      paragraph 20.1(a) thereof;
and







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	 	(b) 	
      renumbering paragraph “20.1(b)” as paragraph “20.1(a)”,
      and making the consequential change to each reference to such renumbered
      paragraph in the Coal Lease; and

	 	 	 
	 	(c) 	
      renumbering paragraph “20.1(c)” as paragraph “20.1(b)”,
      and making the consequential change to each reference to such renumbered
      paragraph in the Coal Lease.



ARTICLE 4 
COAL LEASE IN FULL FORCE 


4.1       
Coal Lease Otherwise Unamended 

Except as specifically herein provided, the Coal Lease remains
unamended and in full force and effect as at the date hereof. 

4.2       
Amendment Pursuant To Coal Lease 

This Agreement constitutes an amendment within the meaning of
Section 33.4 of the Coal Lease. 

ARTICLE 5 
MISCELLANEOUS 


5.1       
Governing 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. 

5.2       
Enurement 

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

5.3       
Severability 

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.


5.4       
Binding Effect 

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




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5.5       
Time Of The Essence 

Time shall be of the essence of this Amending Agreement. 

5.6       
Counterparts 

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
and delivered this Amending Agreement as of the date first above written. 


	Peace River Partnership 	Cardero Coal Ltd. 
	 	 
	 	 
	Per:   (signed) L.
      Horan                              	Per:     (signed)
      Henk Van
      Alphen                         
	 	 
	 	 
	           
       Name:     L.
      Horan                           	         
       Name:   H. Van
      Alphen                                
	 	 
	 	 
	             Title:
      _____________________	         
       Title:     CEO &
      President