Cardero Resource Corp.: Exhibit 4.6 - Filed by newsfilecorp.com





ARRANGEMENT AGREEMENT

CARDERO RESOURCE CORP.

- and -

COALHUNTER MINING CORPORATION

APRIL 18, 2011




TABLE OF CONTENTS

	  	  	Page
      
	  	  	  
	ARTICLE
      1 	INTERPRETATION
      	1
      
	           
             1.1
      	Definitions
      	1
      
	       
                 1.2
      	Interpretation
      Not Affected by Headings 	5
      
	           
             1.3
      	Number,
      Gender and Persons 	5
      
	       
                 1.4
      	Date
      for any Action 	5
      
	           
             1.5
      	Statutory
      References 	5
      
	       
                 1.6
      	Currency
      	6
      
	           
             1.7
      	Invalidity
      of Provisions 	6
      
	       
                 1.8
      	Accounting
      Principles 	6
      
	           
             1.9
      	Knowledge
      	6
      
	       
                 1.10
      	Schedules
      	6
      
	  	  	  
	ARTICLE
      2 	THE
      ARRANGEMENT 	6
      
	           
             2.1
      	The
      Arrangement 	6
      
	  	  	  
	ARTICLE
      3 	REPRESENTATIONS
      AND WARRANTS 	8
      
	       
                 3.1
      	Mutual
      Representations and Warranties 	8
      
	           
             3.2
      	Representations
      and Warranties of Cardero 	8
      
	       
                 3.3
      	Representations
      and Warranties of Coalhunter 	11
      
	           
             3.4
      	Survival
      of Representations and Warranties 	14
      
	  	  	  
	ARTICLE
      4 	COVENANTS
      	14
      
	       
                 4.1
      	Mutual
      Covenants 	14
      
	           
             4.2
      	Covenants
      of Cardero 	15
      
	       
                 4.3
      	Covenants
      of Coalhunter 	16
      
	           
             4.4
      	Coalhunter
      Shareholders’ Meeting 	18
      
	       
                 4.5
      	Cardero
      Shareholders’ Meeting 	18
      
	           
             4.6
      	Court
      Proceedings 	18
      
	       
                 4.7
      	Confidentiality
      	18
      
	           
             4.8
      	Public
      Announcements 	19
      
	       
                 4.9
      	Directors
      and Officers 	19
      
	           
             4.10
      	Coalhunter
      Options and Coalhunter Warrants 	20
      
	       
                 4.11
      	Cardero
      Waiver 	20
      
	  	  	  
	ARTICLE
      5 	CONDITIONS
      PRECEDENT 	20
      
	           
             5.1
      	Mutual
      Conditions Precedent 	21
      
	       
                 5.2
      	Additional
      Conditions Precedent to the Obligations of Coalhunter 	22
      
	           
             5.3
      	Additional
      Conditions Precedent to the Obligations of Cardero 	22
      
	  	  	  
	ARTICLE
      6 	AMENDMENT
      AND TERMINATION OF AGREEMENT 	23
      
	       
                 6.1
      	Amendment
      	23
      
	           
             6.2
      	Termination
      by Cardero or Coalhunter 	23
      
	       
                 6.3
      	Termination
      of Penalty Provisions 	24
      
	  	  	  
	ARTICLE
      7 	FEES
      AND EXPENSES 	24
      
	           
             7.1
      	Fees
      and Expenses 	24
      
	       
                 7.2
      	Reimbursement
      of Fees and Expenses 	24
      
	  	  	  
	ARTICLE
      8 	COALHUNTER
      COVENANTS REGARDING NON-SOLICITATION 	25
      
	           
             8.1
      	Non-Solicitation
      	25
      
	       
                 8.2
      	Superior
      Proposal 	25
      
	           
             8.3
      	Notification
      of Competing Offer 	25
      
	       
                 8.4
      	Right
      to Match 	26
      


-i-




TABLE OF CONTENTS
(continued)

	  	  	Page
      
	  	  	  
	  	  	  
	ARTICLE
      9 	GENERAL
      	26
      
	           
             9.1
      	Notices
      	26
      
	       
                 9.2
      	Successors
      and Assigns 	27
      
	           
             9.3
      	Time
      of Essence 	27
      
	       
                 9.4
      	Governing
      Law 	27
      
	           
             9.5
      	Entire
      Agreement 	27
      
	       
                 9.6
      	Further
      Assurances 	27
      
	           
             9.7
      	Waiver
      	27
      
	       
                 9.8
      	Counterparts
      	28
      
	           
             9.9
      	Severability
      	28
      


-ii-




ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 18th day of April,
2011

AMONG:

CARDERO RESOURCE CORP., a
corporation existing under the Business 
Corporations Act (British
Columbia)

(“Cardero”) 

AND:

COALHUNTER MINING CORPORATION,
a corporation existing under 
the Business Corporations Act (British
Columbia)

(“Coalhunter”)

WITNESSES THAT:

	A. 	
      Cardero proposes to acquire all of the outstanding
      securities of Coalhunter (other than securities of Coalhunter beneficially
      owned by Cardero) by way of the Plan of Arrangement under Section 288 of
      the Business Corporations Act (British Columbia) (the
      “Arrangement”);

	 	 
	B. 	
      Cardero and Coalhunter have previously entered into a
      letter agreement dated February 28, 2011 (the “Letter Agreement”)
      establishing the general terms for the Arrangement;

	 	 
	C. 	
      The boards of directors of each of Coalhunter and Cardero
      have determined that it would be in the best interests of Coalhunter and
      Cardero, respectively, to complete the
Arrangement.



NOW THEREFORE in consideration of the mutual covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereto hereby covenant and agree as follows: 

ARTICLE 1 
INTERPRETATION

	1.1 	
      Definitions



In this Agreement, unless the context otherwise requires, the
following words and terms with the initial letter or letters thereof capitalized
shall have the meanings ascribed to them below: 

	 	(a) 	
      “1933 Act” means the United States Securities
      Act of 1933, as amended;

	 	 	 
	 	(b) 	
      “1934 Act” means the United States Securities
      Exchange Act of 1934, as amended;

	 	 	 
	 	(c) 	
      “1940 Act” means the United States Investment
      Company Act of 1940, as amended;

	 	 	 
	 	(d) 	
      “Agreement” means this Agreement (including the
      Schedules hereto) as the same may be supplemented or amended from time to
      time;

	 	 	 
	 	(e) 	
      “Alternative Company Transaction” means an
      unsolicited bona fide offer with respect to an amalgamation, merger,
      arrangement or other business combination of or involving Coalhunter,
      the sale, lease, exchange, transfer or other disposition of
      any material portion of the assets of Coalhunter (except as may be
      contemplated in this Agreement and the Plan of Arrangement), the adoption
      of any plan of liquidation or dissolution of or involving Coalhunter, or
      any similar transaction of or involving Coalhunter, other than pursuant to
  this Agreement and the Plan of Arrangement;







- 2 -

	 	(f) 	
      “AMEX” means the NYSE Amex LLC;

	 	 	 
	 	(g) 	
      “Applicable Securities Laws” means the applicable
      securities laws of the Provinces of British Columbia, Alberta and Ontario
      and the respective rules and regulations thereunder together with all
      applicable published Policy statements, orders, notices and rulings of the
      British Columbia Securities Commission, the Alberta Securities Commission
      and Ontario Securities Commission in effect as of the date
  hereof;

	 	 	 
	 	(h) 	
      “Arrangement” means the arrangement under Section
      288 of the BCBCA on the terms and conditions set out in the Plan of
      Arrangement;

	 	 	 
	 	(i) 	
      “BCBCA” means the Business Corporations
      Act, S.B.C. 2002, c. 57, as amended;

	 	 	 
	 	(j) 	
      “Business” means the business currently carried on
      by Coalhunter, including, without limitation, the exploration and, if
      warranted, development, of certain coal deposits in the Peace River Coal
      Field located in the northeast region of British Columbia;

	 	 	 
	 	(k) 	
      “Business Day” means any day which is not a
      Saturday, Sunday or a day on which banks are not open for business in
      Vancouver, British Columbia;

	 	 	 
	 	(l) 	
      “Cardero” means Cardero Resource Corp., a company
      incorporated and existing under the laws of British Columbia;

	 	 	 
	 	(m) 	
      “Cardero Disclosure Schedule” means the disclosure
      schedule attached hereto as Schedule B with respect to certain matters in
      this Agreement;

	 	 	 
	 	(n) 	
      “Cardero Circular” means the notice of the Cardero
      Meeting and the accompanying management information circular, including
      all schedules thereto, to be mailed to the Cardero Shareholders and others
      in connection with the Cardero Meeting, together with any amendments or
      supplements thereto;

	 	 	 
	 	(o) 	
      “Cardero Financial Statements” means the audited
      financial statements of Cardero for the year ended October 31, 2010 and
      the unaudited interim financial statements of Cardero for the period ended
      January 31, 2011;

	 	 	 
	 	(p) 	
      “Cardero Meeting” means the special meeting of
      Cardero Shareholders and any adjournment thereof to be held to consider
      and, if deemed advisable, approve the Cardero Resolutions;

	 	 	 
	 	(q) 	
      “Cardero Public Record” means all documents and
      information concerning Cardero publicly available on Cardero’s SEDAR
      profile at www.sedar.com as at the date hereof;

	 	 	 
	 	(r) 	
      “Cardero Resolutions” means the resolutions of the
      holders of Cardero Shares approving the issuance of the Cardero Shares to
      the Coalhunter Shareholders, substantially in the form attached hereto as
      Schedule D;

	 	 	 
	 	(s) 	
      “Cardero Share Option Plan” means the 2004 share
      option plan of Cardero as approved by Cardero Shareholders on March 26,
      2009;

	 	 	 
	 	(t) 	
      “Cardero Shareholders” means at any time the
      holders at that time of Cardero Shares;








- 3 -

	 	(u) 	
      “Cardero Shares” means the common shares in the
      capital of Cardero;

	 	 	 
	 	(v) 	
      “Coalhunter” means Coalhunter Mining Corporation,
      a company incorporated and existing under the laws of British
    Columbia;

	 	 	 
	 	(w) 	
      “Coalhunter Broker Warrants” means the common
      share purchase warrants to purchase Coalhunter Shares, as more
      particularly set forth in the Coalhunter Disclosure Schedule;

	 	 	 
	 	(x) 	
      “Coalhunter Circular” means the notice of the
      Coalhunter Meeting and the accompanying management information circular,
      including all schedules thereto, to be mailed to the Coalhunter
      Shareholders, Coalhunter Special Warrant Holders and Coalhunter Option
      Holders in connection with the Coalhunter Meeting, together with any
      amendments or supplements thereto;

	 	 	 
	 	(y) 	
      “Coalhunter Disclosure Schedule” means the
      disclosure schedule attached hereto as Schedule C with respect to certain
      matters in this Agreement;

	 	 	 
	 	(z) 	
      “Coalhunter Financial Statements” means the
      audited financial statements of Coalhunter for the financial years ended
      December 31, 2010 and December 31, 2009, and the period from incorporation
      of the Company on June 16, 2008 to December 31, 2008;

	 	 	 
	 	(aa) 	
      “Coalhunter Meeting” means the special meeting of
      Coalhunter Shareholders, Coalhunter Special Warrant Holders and Coalhunter
      Option Holders and any adjournment thereof to be held to consider and, if
      deemed advisable, approve the Coalhunter Resolutions;

	 	 	 
	 	(bb) 	
      “Coalhunter Options” means the options exercisable
      for Coalhunter Shares, as more particularly set forth in the Coalhunter
      Disclosure Schedule;

	 	 	 
	 	(cc) 	
      “Coalhunter Option Holder” means a holder of
      Coalhunter Options;

	 	 	 
	 	(dd) 	
      “Coalhunter Resolutions” means the special
      resolutions of the holders of Coalhunter Shares, Coalhunter Special
      Warrants and Coalhunter Option Holders voting as a single class, approving
      the Arrangement and the Plan of Arrangement as required by the Interim
      Order, substantially in the form attached hereto as Schedule E;

	 	 	 
	 	(ee) 	
      “Coalhunter Shareholders” means at any time the
      holders at that time of Coalhunter Shares;

	 	 	 
	 	(ff) 	
      “Coalhunter Shares” means the common shares in the
      capital of Coalhunter;

	 	 	 
	 	(gg) 	
      “Coalhunter Share Purchase Warrants” means the
      common share purchase warrants to purchase Coalhunter Shares, as more
      particularly set forth in the Coalhunter Disclosure Schedule;

	 	 	 
	 	(hh) 	
      “Coalhunter Special Warrants” means the special
      warrants exercisable for Coalhunter Shares, as more particularly set forth
      in the Coalhunter Disclosure Schedule;

	 	 	 
	 	(ii) 	
      “Coalhunter Special Warrant Holders” means the
      holders of Coalhunter Special Warrants;

	 	 	 
	 	(jj) 	
      “Coalhunter Warrants” means the Coalhunter Broker
      Warrants and the Coalhunter Share Purchase Warrants;

	 	 	 
	 	(kk) 	
      “Completion Deadline” means 11:59 p.m. Pacific
      Standard Time on June 30, 2011, or such other time as may be agreed to by
      the parties in writing;

	 	 	 
	 	(ll) 	
      “Competing Offer” means any unsolicited bona fide
      offer, other than the Arrangement, involving Coalhunter for (i) the direct
      or indirect acquisition of Coalhunter Shares, representing more than 50%
      of the number of such shares then outstanding; or (ii) any amalgamation,
      merger, sale of Coalhunter assets representing more than 50% of the book
      value of such assets on a consolidated basis; or (iii) any take-over bid,
      plan of arrangement, exchange offer, reverse take-over or other business
      combination or similar transaction involving Coalhunter or its
  assets;







- 4 -

	 	(mm) 	
      “Court” means the Supreme Court of British
      Columbia;

	 	 	 
	 	(nn) 	
      “Dissent Rights” means the rights of dissent in
      respect of the Arrangement, as described in the Plan of
  Arrangement;

	 	 	 
	 	(oo) 	
      “Effective Date” has the meaning set out in
      Section 1.1 of the Plan of Arrangement;

	 	 	 
	 	(pp) 	
      “Fairness Opinion” means the opinion set out in
      Section 3.3(n);

	 	 	 
	 	(qq) 	
      “Final Order” means the final order of the Court
      approving the Arrangement following the application therefor contemplated
      by Section 2.1, as such order may be amended by the Court at any time
      prior to the Effective Date or, if appealed then, unless such appeal is
      withdrawn or denied, as affirmed;

	 	 	 
	 	(rr) 	
      “GAAP” means Canadian generally accepted
      accounting principles applicable to either Cardero or Coalhunter, of the
      CICA Handbook of the Canadian Institute of Chartered Accountants, as
      amended from time to time, applicable as at the date of this
    Agreement;

	 	 	 
	 	(ss) 	
      “Governmental Entity” means any (i) federal,
      provincial, state, territorial, regional, municipal, local or other
      government, governmental or public department, court, tribunal, arbitral
      body, commission, board or agency; (ii) any subdivision, agent,
      commission, board or authority of any of the foregoing; or (iii) any
      quasi-governmental or private body exercising any regulatory,
      expropriatory or taxing authority under or for the account of any of the
      foregoing;

	 	 	 
	 	(tt) 	
      “Interim Order” means the interim court order of
      the Court providing for, among other things, the calling and holding of
      the Coalhunter Meeting following the application therefor contemplated by
      Section 2.1, as the same may be amended, supplemented or varied by the
      Court;

	 	 	 
	 	(uu) 	
      “Laws” means all laws, statutes, codes,
      ordinances, decrees, rules, regulations, by-laws, judicial or arbitral
      administrative or ministerial or departmental or regulatory judgments,
      orders, decisions, policies, guidelines, rulings or awards, including
      general principles of common law, legally binding on the Person referred
      to in the context in which the word is used;

	 	 	 
	 	(vv) 	
      “Material Adverse Change” means, with respect to
      any party, a change in the business, operations, assets or ownership of
      the party that would reasonably be expected to have a significant adverse
      effect on the market price or value of any of the securities of that
      party;

	 	 	 
	 	(ww) 	
      “Material Adverse Effect” means, with respect to
      any party, any condition, event or development which is or would
      reasonably be expected to have a material adverse effect on the business,
      operations or financial condition of that party and its subsidiaries taken
      as a whole;

	 	 	 
	 	(xx) 	
      “Person” includes an individual, sole
      proprietorship, partnership, unincorporated association, unincorporated
      syndicate, unincorporated organization, trust, body corporate, a natural
      person in his capacity as trustee, executor, administrator, or other legal
      representative and the Crown or any agency or instrumentality
    thereof;

	 	 	 
	 	(yy) 	
      “Plan of Arrangement” means the plan of
      arrangement substantially in the form and content of Schedule A attached
      hereto and any amendment or variation thereto made in accordance with
      Section 6.1 of the Plan of Arrangement or Section 6.1
  hereof;








- 5 -

	 	(zz) 	
      “Regulatory Approvals” means those sanctions,
      rulings, consents, orders, exemptions, permits and other approvals
      (including the lapse, without objection, of a prescribed time under a
      statute or regulation that states that a transaction may be implemented if
      a prescribed time lapses following the giving of notice without an
      objection being made) of Governmental Entities;

	 	 	 
	 	(aaa) 	
      “Restricted Securities” has the meaning as set out
      in Section 4.10(d) hereof;

	 	 	 
	 	(bbb) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(ccc) 	
      “Securities Authorities” means, collectively, the
      British Columbia Securities Commission, Alberta Securities Commission and
      the Ontario Securities Commission.

	 	 	 
	 	(ddd) 	
      “Superior Proposal” means any bona fide
      unsolicited written Competing Offer made to Coalhunter, if such
      Competing Offer is not subject to a due diligence condition longer than
      five (5) Business Days and if the directors of the Coalhunter have
      determined in good faith, after consultation with and receiving advice
      (which may include written opinions, a copy of which shall have been
      provided to Cardero) from, as appropriate, the financial, legal and other
      advisors to Coalhunter, that such Competing Offer would, if consummated in
      accordance with the terms thereof, but without assuming away the risk of
      non-completion, result in a transaction which: (a) is more favourable to
      Coalhunter Shareholders from a financial point of view than the terms of
      the Arrangement and, as a result of which, the directors of Coalhunter
      have determined that it would not be in the best interests of Coalhunter
      to complete the Arrangement; and (b) is reasonably capable of completion
      in accordance with its terms without undue delay, taking into account all
      legal, financial, regulatory, financing and other aspects of such
      Competing Offer and the Person making the Competing Offer;

	 	 	 
	 	(eee) 	
      “TSX” means the Toronto Stock Exchange;

	 	 	 
	 	(fff) 	
      “United States” or “U.S.” means the United
      States of America, its territories and possessions, any State of the
      United States and the District of Columbia; and

	 	 	 
	 	(ggg) 	
      “U.S. Person” has the meaning ascribed to it in
      Regulation S of the 1933 Act.




	1.2 	
      Interpretation Not Affected by
  Headings



The division of this Agreement into articles, sections,
subsections, paragraphs and subparagraphs and the insertion of headings herein
are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement. The terms “this Agreement”,
“hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this
Agreement and the schedules attached hereto and not to any particular article,
section or other portion hereof and include any agreement, schedule or
instrument supplementary or ancillary hereto or thereto. 

	1.3 	
      Number, Gender and Persons



In this Agreement, unless the context otherwise requires, words
importing the singular only shall include the plural and vice versa, words
importing the use of either gender shall include both genders and neuter, and
the word person and all words importing persons shall include a natural person,
firm, trust, partnership, association, corporation, joint venture or government
and any other entity of any kind or nature whatsoever. 

	1.4 	
      Date for any Action



If the date on which any action is required to be taken
hereunder by any party hereto is not a Business Day, such action shall be
required to be taken on the next succeeding day which is a Business Day. 




- 6 -

	1.5 	
      Statutory References



Any reference in this Agreement to a statute includes all
regulations and rules made thereunder, all amendments to such statute or
regulation in force from time to time and any statute or regulation that
supplements or supersedes such statute or regulation. 

	1.6 	
      Currency



Except where otherwise specified, all sums of money which are
referred to in this Agreement are expressed in lawful money of Canada.

	1.7 	
      Invalidity of Provisions



Each of the provisions contained in this Agreement is distinct
and severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any other provision hereof. To the extent
permitted by applicable Law, the parties hereto waive any provision of Law which
renders any provision of this Agreement or any part thereof invalid or
unenforceable in any respect. The parties hereto will engage in good faith
negotiations to replace any provision hereof or any part thereof which is
declared invalid or unenforceable with a valid and enforceable provision or part
thereof, the economic effect of which approximates as much as possible the
invalid or unenforceable provision or part thereof which it replaces.

	1.8 	
      Accounting Principles



Unless otherwise stated, all accounting terms used in this
Agreement shall have the meanings attributable thereto under GAAP and all
determinations of an accounting nature required to be made hereunder shall be
made in a manner consistent with GAAP.

	1.9 	
      Knowledge



Where the phrase “to the knowledge of” or a similar phrase is
used in respect of a party hereto or its subsidiaries, such phrase shall mean,
in respect of each representation and warranty or other statement which is
qualified by such phrase, that such representation and warranty or other
statement is being made based upon actual knowledge of: (a) in the case of
Cardero or any of its subsidiaries, each of the directors and officers of such
Person, after reasonable inquiry; and (b) in the case of Coalhunter, any member
of the Special Committee of its board of directors, after reasonable
inquiry.

	1.10 	
      Schedules



The following schedules are attached to, and are deemed to be
incorporated into and form part of, this Agreement:


	Schedule 	Matter 
	A 	Plan of Arrangement 
	B 	Cardero Disclosure Schedule 
	C 	Coalhunter Disclosure Schedule 
	D 	Cardero Resolutions 
	E 	Coalhunter Resolutions




ARTICLE 2 
THE ARRANGEMENT

	2.1 	
      The Arrangement

	 	 	 
		(a) 	
      Cardero and Coalhunter agree that the Arrangement shall
      be implemented in accordance with and subject to the terms and conditions
      contained in this Agreement and the Plan of
Arrangement.







- 7 -

	 	(b) 	
      Coalhunter will, as soon as reasonably practicable, but
      in any event not later than April 21, 2011 or such other date as is agreed
      to by the parties, apply to the Court pursuant to Section 291 of the BCBCA
      for an Interim Order providing, among other
things:




		(i) 	
      for the class of persons to whom notice is to be provided
      in respect of the Arrangement and the Coalhunter Meeting and for the
      manner in which such notice is to be provided;

	 	 	 
		(ii) 	
      that the requisite approval for the Coalhunter
      Resolutions will be: (A) 662 / % of the votes 3 cast on the
      Coalhunter Resolutions by Coalhunter Shareholders, Coalhunter Special
      Warrant Holders and Coalhunter Option Holders, voting as a single class,
      present in person or by proxy at the Coalhunter Meeting; and (B) a simple
      majority of the votes cast in person or by proxy on the Coalhunter
      Resolutions by Coalhunter Shareholders and, Coalhunter Special Warrant
      Holders, voting as a single class, other than Cardero, its affiliates or
      any other person whose vote would be required to be excluded under Section
      8.1(2) of Multilateral Instrument 61-101 were it to apply to the
      Arrangement;

	 	 	 
		(iii) 	
      that in all other respects, the terms, conditions and
      restrictions of the Coalhunter constating documents, including quorum
      requirements and other matters, will apply in respect of the Coalhunter
      Meeting;

	 	 	 
	 	(iv) 	
      for the grant of Dissent Rights to the registered
      Coalhunter Shareholders;

	 	 	 
		(v) 	
      for notice requirements with respect to the presentation
      of the application to the Court for the Final Order;

	 	 	 
		(vi) 	
      that the Coalhunter Meeting may be adjourned from time to
      time by the board of directors of Coalhunter, subject to the terms of this
      Agreement, without the need for additional approval of the Court;
    and

	 	 	 
		(vii) 	
      that the record date for Coalhunter Shareholders,
      Coalhunter Special Warrant Holders and Coalhunter Option Holders entitled
      to notice of and to vote at the Coalhunter Meeting will not change in
      respect of any adjournment(s) of the Coalhunter
Meeting.




	 	(c) 	
      Coalhunter will advise the Court of Cardero’s intention
      to rely upon the exemption under Section 3(a)(10) of the 1933 Act from the
      registration requirements of the 1933 Act to issue Cardero Shares to the
      Coalhunter Shareholders pursuant to the Arrangement.

	 	 	 
	 	(d) 	
      Coalhunter will convene and use commercially reasonable
      efforts to hold the Coalhunter Meeting in accordance with the Interim
      Order.

	 	 	 
	 	(e) 	
      Subject to obtaining (i) the approvals as contemplated by
      the Interim Order and as may be directed by the Court in the Interim
      Order, and (ii) any Regulatory approvals and any other consents, approvals
      and notices required to proceed with the transactions contemplated by this
      Agreement and the Arrangement pursuant to the Plan of Arrangement,
      Coalhunter will, as soon as reasonably practicable thereafter, take all
      steps necessary to submit the Arrangement to the Court and apply for the
      Final Order.

	 	 	 
	 	(f) 	
      If the Final Order is obtained, subject to the
      satisfaction, waiver or release of the conditions set forth in Article 5
      (as confirmed by each party to the other in writing), Coalhunter will, as
      soon as reasonably practicable thereafter, make any additional filings
      required under Sections 292 and 294 of the BCBCA.

	 	 	 
	 	(g) 	
      The Arrangement shall become effective at 12:01 a.m.
      (Vancouver time) on the Effective Date, or at such other time on the
      Effective Date as may be agreed to by the parties
hereto.







- 8 -

ARTICLE 3 
REPRESENTATIONS AND WARRANTS

	3.1 	
      Mutual Representations and
  Warranties



Each party represents and warrants to the other party as
follows and acknowledges that the other party is relying upon such
representations and warranties in connection with entering into this
Agreement:

	 	(a) 	
      it is duly incorporated and validly existing under the
      laws of British Columbia and has the corporate power and capacity to own,
      lease and operate its properties and assets and to carry on its business
      as is now being carried on by it;

	 	 	 
	 	(b) 	
      it has the corporate power and authority to enter into
      and perform its obligations under this Agreement and to consummate the
      transactions contemplated herein and this Agreement has been duly
      authorized, executed and delivered by it and constitutes a legal, valid
      and binding obligation of it enforceable in accordance with its terms,
      subject to bankruptcy, insolvency and other laws affecting the enforcement
      of creditors’ rights generally and the availability of equitable
      remedies;

	 	 	 
	 	(c) 	
      it is duly qualified to carry on business in each
      jurisdiction in which the character of its respective properties and
      assets, owned or leased, or the nature of its activities makes such
      qualification necessary;

	 	 	 
	 	(d) 	
      the execution, delivery and performance of this Agreement
      and the consummation of the transactions contemplated herein and in the
      Plan of Arrangement do not and will not (nor will they with the giving of
      notice or the lapse of time or both): (i) contravene, breach or result in
      any default under any Law applicable to it, or any of its properties or
      assets or, (subject to compliance with any Laws contemplated by this
      Agreement); (ii) contravene, breach or result in any default under its
      constating documents or articles; (iii) contravene, breach or result in
      any default under or termination of, or accelerate or permit the
      acceleration of the performance required by, any material agreement,
      covenant, undertaking, commitment, instrument, licence or permit to which
      it or, is a party or by which it is bound or to which the property or
      assets of it is subject; or (iv) result in the cancellation, suspension or
      material alteration in the terms of any material licence, permit or
      authority held by it or in the creation of any lien, charge, security
      interest or encumbrance upon any of its properties or assets;

	 	 	 
	 	(e) 	
      it is conducting its businesses in compliance, in all
      material respects, with all Laws of each jurisdiction in which its
      business is carried on and has obtained all licenses, approvals, permits
      and concessions necessary to carry on business as now being carried on by
      it; and

	 	 	 
	 	(f) 	
      except as provided in the Cardero Disclosure Schedule or
      Coalhunter Disclosure Schedule, as applicable, there is no court,
      administrative, regulatory or similar proceeding (whether civil, quasi-
      criminal or criminal), arbitration or other dispute settlement procedure,
      investigation or inquiry by any governmental, administrative, regulatory
      or similar body, or any similar matter or proceeding (collectively,
      “proceedings”) against or involving it, in respect of its
      businesses, properties or assets (whether in progress or, to the best of
      its knowledge after due inquiry, threatened). To the best of its
      knowledge, no event has occurred which might reasonably be expected to
      give rise to any proceedings and there is no judgment, decree, injunction,
      rule, award or order of any court, government department, board,
      commission, agency, arbitrator or similar body outstanding against it in
      respect of its businesses, properties or
assets.




	3.2 	
      Representations and Warranties of
  Cardero



Cardero represents and warrants to Coalhunter as follows and
acknowledges that Coalhunter is relying upon these representations and
warranties in connection with entering into this Agreement:




- 9 -

	 	(a) 	
      the authorized capital of Cardero consists of an
      unlimited number of common shares without par value, of which 59,485,602
      common shares are issued and outstanding as fully paid and non- assessable
      shares as of the date of this Agreement;

	 	 	 
	 	(b) 	
      Cardero has no outstanding agreements, subscriptions,
      warrants, options or commitments (nor has it granted any rights or
      privileges capable of becoming an agreement, subscription, warrant, option
      or commitment) obligating it to issue additional shares or other
      securities or securities convertible into or exchangeable for shares or
      other securities, except as described in the Cardero Disclosure Schedule
      or Cardero Public Record;

	 	 	 
	 	(c) 	
      the Cardero Financial Statements have been prepared in
      accordance with GAAP applied on a consistent basis except as otherwise
      stated in the notes to such statements and present fairly, in all material
      respects, the financial position of Cardero for the periods and as at the
      dates thereof, and the notes to such financial statements do not contain
      any misstatement of a material fact nor do they omit to state a material
      fact required to make any statement contained therein not untrue or
      misleading; Since October 31, 2010, there has been no material change to
      Cardero’s accounting policies and there has been no Material Adverse
      Change or Material Adverse Effect with respect to Cardero;

	 	 	 
	 	(d) 	
      except for the entering into of this Agreement and the
      transaction contemplated herein and as disclosed in the Cardero Public
      Record, since October 31, 2010: (i) Cardero has conducted its business
      only in the ordinary course consistent with past practice; (ii) Cardero
      has no material liability or material obligation of any nature (whether
      accrued, absolute, contingent or otherwise) not reflected in the Cardero
      Public Record; and (iii) since October 31, 2010 no liability or obligation
      of any nature (whether accrued, absolute, contingent or otherwise) has
      been incurred, nor does there exist or has there occurred (or been
      threatened) any change (or any condition or event) which, individually or
      in the aggregate, would or does have a Material Adverse Effect;

	 	 	 
	 	(e) 	
      since October 31, 2010, Cardero has not declared or paid
      any dividend or made any distribution of its properties or assets to
      shareholders;

	 	 	 
	 	(f) 	
      Cardero is a “reporting issuer” within the meaning of the
      Securities Act (British Columbia), the Securities Act
      (Alberta) and the Securities Act (Ontario) and is not a
      “reporting issuer” in any other jurisdiction of Canada, and is not in
      default of any material provision of Applicable Securities Laws. No
      delisting, suspension of trading in or cease trading order with respect to
      any securities of and, to the knowledge of Cardero, no inquiry or
      investigation (formal or informal) of any Securities Authority, is in
      effect or ongoing or, to the knowledge of Cardero, expected to be
      implemented or undertaken;

	 	 	 
	 	(g) 	
      the Cardero Shares are listed on the TSX and AMEX; all
      documents and information filed by Cardero under Applicable Securities
      Laws (including documents filed in the Cardero Public Record), and the
      rules and policies of the TSX and AMEX, are, as of their respective dates,
      in compliance in all material respects with Applicable Securities Laws and
      the rules and policies of the TSX and AMEX and do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading; and Cardero
      is up-to-date and has made all material filings under Applicable
      Securities Laws and the rules and policies of the TSX and AMEX; and any
      amendments to the Cardero Public Record required to be made have been
      filed on a timely basis with the Securities Authorities or the TSX and
      AMEX. As of the date of this Agreement, Cardero has not filed any
      confidential material change report with any Securities Authorities that
      as of the date of this Agreement remains confidential. There is no change
      in a material fact or a material change (as those terms are defined under
      Applicable Securities Laws) in any of the information contained in the
      Cardero Public Record, except for changes in material facts or material
      changes that are reflected in a subsequently filed document included in
      the Cardero Public Record;







- 10 -

	 	(h) 	
      since October 31, 2010, Cardero has not made any increase
      in the compensation or other benefits payable or to become payable to its
      employees, directors or officers or any of them, other than general salary
      increases made in the ordinary course of the business, consistent with
      past practice; Cardero has not entered into any written employment
      agreements with any of its officers or other employees, other than as
      disclosed in the Cardero Public Record;

	 	 	 	 
	 	(i) 	
      all material information relating to the business,
      assets, properties, capitalization and financial condition of Cardero
      provided by Cardero to Coalhunter is true, accurate and complete in all
      material respects and does not contain any untrue statement of any
      material fact or omit to state any material fact necessary in order to
      make such information not misleading;

	 	 	 	 
	 	(j) 	
      Cardero has not incurred any liability or agreed to pay
      or reimburse any broker, finder, financial adviser or investment banker
      for any brokerage, finder’s, advisory or other fee or commission, or for
      the reimbursement of expenses, in connection with this Agreement or the
      transactions contemplated hereby or in the Plan of Arrangement;

	 	 	 	 
	 	(k) 	
      except as disclosed in the Cardero Disclosure Schedule or
      the Cardero Public Record, Cardero has not sold, transferred, disposed,
      mortgaged, pledged, charged, leased or otherwise encumbered, or agreed to
      sell, transfer, dispose of, mortgage, pledge, charge, lease or otherwise
      encumber, any of its property or assets, except where such action could
      not have or result in a material adverse effect of Cardero;

	 	 	 	 
	 	(l) 	
      Cardero, or its subsidiaries are the beneficial owner of
      the properties and assets described as being owned by it in the Cardero
      Financial Statements with good and marketable title to such properties
      free and clear of encumbrances except as disclosed in the Cardero
      Disclosure Schedule or the Cardero Public Record;

	 	 	 	 
	 	(m) 	
      Cardero has no outstanding material continuing
      contractual rights or obligations whatsoever relating to or affecting the
      conduct of its business or any of its property or assets or for the
      purchase, sale or leasing of any property other than those contracts
      listed in the Cardero Disclosure Schedule or the Cardero Public Record and
      all such contracts, agreements, indentures, or other instruments are in
      good standing in all material respects and Cardero is entitled to all
      benefits thereunder;

	 	 	 	 
	 	(n) 	
      Cardero is not in any material default under or in
      material breach of, or would, after notice or lapse of time or both, be in
      material default under any material contract, agreement, indenture or
      other instrument to which it is a party or by which it is bound, except as
      set out in the Cardero Disclosure Schedule or the Cardero Public
      Record;

	 	 	 	 
	 	(o) 	
      Cardero has no information or knowledge of any material
      facts pertaining to Cardero which, if known to Coalhunter, might
      reasonably be expected to deter Coalhunter from completing the
      transactions contemplated hereby;

	 	 	 	 
	 	(p) 	
      The directors of Cardero have:

	 	 	 	 
	 		(i) 	
      determined that the Arrangement is fair to the Cardero
      Shareholders and the Arrangement is in the best interests of
    Cardero;

	 	 	 	 
	 		(ii) 	
      recommended that the Cardero Shareholders vote in favour
      of the issuance of the Cardero Shares required to effect the Arrangement;
      and

	 	 	 	 
	 		(iii) 	
      authorized the entering into of this Agreement, and the
      performance of its provisions, by Cardero.

	 	 	 	 
	 	(q) 	
      since October 31, 2009, the minute books and corporate
      records of Cardero contain complete and accurate minutes of all material meetings and proceedings
  of the shareholders, directors and committees of Cardero;







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	 	(r) 	
      Cardero holds all material licences and permits as may be
      required for carrying on its business as currently conducted and is in
      material compliance with same;

	 	 	 	 
	 	(s) 	
      to the knowledge of Cardero, Cardero is not in breach of
      applicable Laws to which it is subject or which apply to it;

	 	 	 	 
	 	(t) 	
      Cardero maintains such insurance against loss or damage
      to its assets and with respect to public liability as is reasonably
      prudent for a corporation operating similar businesses as that of Cardero;
      and

	 	 	 	 
	 	(u) 	
      Cardero:

	 	 	 	 
	 		(i) 	
      is a “foreign private issuer” as defined in Rule 405
      under the 1933 Act;

	 	 	 	 
	 		(ii) 	
      is required to file reports pursuant to Section 13(a) of
      1934 Act and the Cardero Shares are registered under Section 12(b) of the
      1934 Act; and

	 	 	 	 
	 		(iii) 	
      is not, and will not by virtue of the Arrangement become,
      a company that is, or is required to be, registered as an investment
      company under the 1940 Act.





	3.3 	
      Representations and Warranties of
  Coalhunter



Coalhunter represents and warrants to Cardero as follows and
acknowledges that Cardero is relying upon these representations and warranties
in connection with entering into this Agreement:

	 	(a) 	
      the authorized capital of Coalhunter consists of an
      unlimited number of common shares of which 37,495,827 common shares are
      issued and outstanding as fully paid and non-assessable shares as at the
      date of this Agreement;

	 	 	 
	 	(b) 	
      Coalhunter has no outstanding agreements, subscriptions,
      warrants, options, or commitments (nor has it granted any rights or
      privileges capable of becoming an agreement, subscription, warrant, option
      or commitment) obligating it to issue additional shares or other
      securities or securities convertible or exchangeable for shares or other
      securities, except as described in the Coalhunter Disclosure
    Schedule;

	 	 	 
	 	(c) 	
      the Coalhunter Financial Statements have been prepared in
      accordance with generally accepted accounting principles applied on a
      consistent basis except as otherwise stated in the notes to such
      statements and present fairly, in all material respects, on a consolidated
      basis, the financial position of Coalhunter for the periods and as at the
      dates thereof; the notes to such financial statements do not contain any
      misstatement of a material fact nor do they omit to state a material fact
      required to make any statement contained therein not untrue or misleading.
      Since its incorporation, there has been no material change to Coalhunter’s
      accounting policies and there has been no Material Adverse Change or
      Material Adverse Effect with respect to Coalhunter;

	 	 	 
	 	(d) 	
      except as disclosed in the Coalhunter Disclosure
      Schedule, Coalhunter has no material liabilities or material obligations
      of any nature (whether accrued, absolute, contingent or otherwise) not
      reflected in the Coalhunter Financial Statements, and since December 31,
      2010 no liability or obligation of any nature (whether accrued, absolute,
      contingent or otherwise) has been incurred, nor does there exist or has
      there occurred (or been threatened) any change (or any condition, event or
      development involving a prospective change), which, individually or in the
      aggregate, would or does have a Material Adverse
Effect;







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	 	(e) 	
      Coalhunter is the beneficial owner of the properties and
      assets described as being owned by it in the Coalhunter Financial
      Statements with good and marketable title to such properties free and
      clear of encumbrances except as disclosed in the Coalhunter Financial
      Statements and except as otherwise disclosed in the Coalhunter Disclosure
      Schedule;

	 	 	 
	 	(f) 	
      Coalhunter is a not a reporting issuer in any
      jurisdiction of Canada, none of Coalhunter’s securities are listed on any
      stock exchange and there is not a published market in respect of any of
      Coalhunter’s securities or on which any of Coalhunter’s securities are
      traded;

	 	 	 
	 	(g) 	
      all material information relating to the business,
      assets, properties, capitalization and financial condition of Coalhunter
      provided by Coalhunter to Cardero is true, accurate and complete in all
      material respects and does not contain any untrue statement of any
      material fact of omit to state any material fact necessary in order to
      make such information not misleading;

	 	 	 
	 	(h) 	
      Coalhunter has not incurred any liability or agreed to
      pay or reimburse any broker, finder, financial adviser or investment
      banker for any brokerage, finder’s, advisory or other fee or commission,
      or for the reimbursement of expenses, in connection with this Agreement or
      the transactions contemplated herein or in the Plan of Arrangement, except
      as disclosed in the Coalhunter Disclosure Schedule;

	 	 	 
	 	(i) 	
      except as disclosed in the Coalhunter Disclosure
      Schedule, and since December 31, 2010, Coalhunter has not sold,
      transferred, disposed, mortgaged, pledged, charged, leased or otherwise
      encumbered, or agreed to sell, transfer, dispose of, mortgage, pledge,
      charge, lease or otherwise encumber, any of its property or
  assets;

	 	 	 
	 	(j) 	
      Coalhunter has no outstanding material continuing
      contractual rights or obligations whatsoever relating to or affecting the
      conduct of its business or any of its property or assets or for the
      purchase, sale or leasing of any property other than those contracts
      listed in the Coalhunter Disclosure Schedule or in the Coalhunter
      Financial Statements and all such contracts, agreements, indentures, or
      other instruments are in good standing and Coalhunter is entitled to all
      benefits thereunder;

	 	 	 
	 	(k) 	
      Coalhunter is not in material default under or in breach
      of, or would, after notice or lapse of time or both, be in default under
      any material contract, agreement, indenture or other instrument to which
      it is a party or by which it is bound, except as set out in the Coalhunter
      Disclosure Schedule or in the Coalhunter Financial Statements ;

	 	 	 
	 	(l) 	
      there are no management contracts or consulting contracts
      to which Coalhunter is a party or by which it is bound, other than as
      disclosed in the Coalhunter Disclosure Schedule or in the Coalhunter
      Financial Statements , and other than pursuant to the material contracts
      disclosed in the Coalhunter Disclosure Schedule or in the Coalhunter
      Financial Statements, no amount is payable or has been agreed to be paid
      by Coalhunter to any Persons as remuneration, pension, bonus, share of
      profits or other similar benefit and no director, officer, employee,
      consultant or shareholder, or former director, officer, employee,
      consultant, shareholder of Coalhunter nor any associate or affiliate of
      any such Person, has any claim of any nature against, or is indebted to
      Coalhunter;

	 	 	 
	 	(m) 	
      Coalhunter has no information or knowledge of any
      material facts pertaining to Coalhunter which, if known to Cardero, might
      reasonably be expected to deter Cardero from completing the transactions
      contemplated hereby;

	 	 	 
	 	(n) 	
      The directors of Coalhunter have received an opinion (the
      “Fairness Opinion”) from Salman Partners Inc., the financial
      advisor to the special committee of the board of directors of Coalhunter,
      that the Arrangement and related transactions, as a whole, are fair, from
      a financial point of view, to the Coalhunter Shareholders, other than
      Cardero and its affiliates, and the directors of Coalhunter
  have:







- 13 -

	 		(i) 	
      determined that the Arrangement is fair to the Coalhunter
      Shareholders and the Arrangement is in the best interests of
      Coalhunter;

	 	 	 	 
	 		(ii) 	
      recommended that the Coalhunter Shareholders vote in
      favour of the Arrangement; and

	 	 	 	 
	 		(iii) 	
      authorized the entering into of this Agreement, and the
      performance of its provisions, by Coalhunter.

	 	 	 	 
	 	(o) 	
      the accounting and financial books and records of
      Coalhunter set out and disclose all material financial transactions of
      Coalhunter and such transactions have been accurately recorded in such
      books and records, in all material respects;

	 	 	 	 
	 	(p) 	
      the minute books and corporate records of Coalhunter
      contain complete and accurate minutes of all meetings and proceedings of
      the shareholders, directors and committees of Coalhunter;

	 	 	 	 
	 	(q) 	
      the Business is the only material business carried on by
      Coalhunter at present and the property and assets owned or leased by
      Coalhunter are sufficient to carry on the Business as currently
      conducted;

	 	 	 	 
	 	(r) 	
      Coalhunter holds all material licences and permits as may
      be required for carrying on the Business as currently conducted and is in
      material compliance with same;

	 	 	 	 
	 	(s) 	
      to the knowledge of Coalhunter, Coalhunter is not in
      breach of applicable Laws to which it is subject or which apply to
    it;

	 	 	 	 
	 	(t) 	
      since December 31, 2010, Coalhunter has conducted its
      business only in the ordinary course consistent with past practice and,
      without limiting the generality of the foregoing, Coalhunter has
    not:

	 	 	 	 
	 		(i) 	
      incurred any debt in excess of an aggregate of
      $100,000;

	 	 	 	 
	 		(ii) 	
      declared or paid any dividends or distributed any of its
      properties or assets to shareholders;

	 	 	 	 
	 		(iii) 	
      altered or amended its notice of articles or
    articles;

	 	 	 	 
	 		(iv) 	
      sold, pledged, leased, disposed of, granted any interest
      in, encumbered or agree to sell, pledge, lease, dispose of, grant any
      interest in or encumber any material portion of its assets; or

	 	 	 	 
	 		(v) 	
      redeemed, purchased or offered to purchase any of its
      shares or other securities.

	 	 	 	 
	 	(u) 	
      Coalhunter maintains such insurance against loss or
      damage to its assets and with respect to public liability as is reasonably
      prudent for a corporation operating similar businesses as that of
      Coalhunter;

	 	 	 	 
	 	(v) 	
      none of the holders of Coalhunter Options or Coalhunter
      Warrants are U.S. Persons or persons in the United States;

	 	 	 	 
	 	(w) 	
      Coalhunter, including all entities “controlled by”
      Coalhunter for purposes of the Hart-Scott- Rodino Antitrust Improvements
      Act of 1976, as amended, does not and prior to completion of the
      Arrangement will not, hold assets located in the United States with a fair
      market value in excess of U.S.$66.0 million in the aggregate; during the
      12-month period ended December 31, 2010, (A) Coalhunter did not make sales
      in or into the United States in excess of U.S.$66.0 million in the
      aggregate, and (B) the assets that Coalhunter will hold as of immediately
      prior to completion of the Arrangement did not generate sales in or into the
      United States in excess of U.S.$66.0 million in the aggregate;
  and







- 14 -

	 	(x) 	
      Coalhunter:

	 	 	 	 
	 		(i) 	
      is a “foreign private issuer” as defined in Rule 405
      under the 1933 Act;

	 	 	 	 
	 		(ii) 	
      is not required to file reports pursuant to Sections
      13(a) or 15(d) of the 1934 Act and the Coalhunter Shares are not
      registered, or required to be registered, under Section 12 of 1934 Act;
      and

	 	 	 	 
	 		(iii) 	
      is not, and will not by virtue of the Arrangement become,
      a company that is, or is required to be, registered as an investment
      company under the 1940 Act.





	3.4 	
      Survival of Representations and
  Warranties



The representations and warranties of each party hereto shall
survive the execution and delivery of this Agreement and shall continue in full
force and effect until the Effective Date and thereafter shall terminate and be
of no further force or effect.

ARTICLE 4 
COVENANTS

	4.1 	
      Mutual Covenants



Except as contemplated in this Agreement including the
Coalhunter Disclosure Schedule or the Cardero Disclosure Schedule and the
Cardero Public Record, as applicable, and in the Plan of Arrangement, each party
covenants and agrees that:

	 	(a) 	
      until the Effective Date, except with the prior written
      consent of the other party, it will not:

	 	 	 	 
	 		(i) 	
      declare or pay any dividends or make any distribution of
      its properties or assets to its shareholders or purchase or retire any
      shares of its capital stock;

	 	 	 	 
	 		(ii) 	
      alter or amend or authorize any alteration or amendment
      to its constating documents or articles as they exist at the date of this
      Agreement, except as required to complete the Arrangement or any
      transaction contemplated under this Agreement;

	 	 	 	 
	 		(iii) 	
      split, consolidate, exchange or reclassify its shares or
      other securities;

	 	 	 	 
	 		(iv) 	
      engage in any business, enterprise or other activity
      other than in the ordinary course of business;

	 	 	 	 
	 		(v) 	
      acquire or agree to acquire, by amalgamating, plan of
      arrangement, merging, consolidating or entering into a business
      combination with or purchasing or leasing substantially all of the assets
      or otherwise of, any business or undertaking or any corporation,
      partnership, association or other business organization or division
      thereof, except in accordance with the Plan of Arrangement;

	 	 	 	 
	 		(vi) 	
      sell, lease, transfer, mortgage or otherwise dispose of
      or encumber any of its property or assets, real or personal, or agree to
      the same, except in accordance with the Plan of Arrangement or in the
      ordinary course of its business or as disclosed in the Coalhunter
      Disclosure Schedule or the Cardero Disclosure Schedule or the Cardero
      Public Record, as applicable;







- 15 -

	 		(vii) 	
      resolve or propose that it be wound-up, dissolved,
      liquidated, amalgamated or merged into, appoint or agree to the
      appointment of a liquidator, receiver or trustee in bankruptcy for it or
      consent to an order by a court for its winding-up or dissolution, except
      in accordance with the Plan of Arrangement; or

	 	 	 	 
	 		(viii) 	
      take any action or fail to take any action which would
      cause any of the conditions precedent set forth in Article 5 not to be
      satisfied (except as may be expressly permitted hereunder);

	 	 	 	 
	 	(b) 	
      until the Effective Date, it will at all reasonable times
      permit representatives of the other party full access to its properties
      and its books and records including material contracts, other agreements,
      minute books and share registers and to give such party and its
      representatives such copies and information with respect thereto as may be
      reasonably required. It will cause its senior officers to discuss and
      answer fully any and all questions relating to its business and affairs.
      The provisions of this subsection are without prejudice to the warranties
      and representations of the parties set out in this Agreement and the
      conditions set out in this Agreement;

	 	 	 	 
	 	(c) 	
      until the Effective Date, it will notify the other party
      in writing: (i) promptly after the occurrence thereof of any Material
      Adverse Change (actual, anticipated, or threatened) with respect to it;
      and

	 	 	 	 
	 		(ii) 	
      promptly after the occurrence, or failure to occur, of
      any such event, of information of which it

	 	 	 	 
	 		
      becomes aware with respect to any event which, if known
      as of the date of this Agreement, would have been required to be disclosed
      to the other party or which would have been likely to cause any of its
      representations or warranties in this Agreement to be untrue or incorrect
      or result in the failure to comply with or satisfy any covenant, condition
      or agreement to be complied with or satisfied by any party herein
      provided, however, that no such notification shall affect the
      representations or warranties of the parties or the conditions to the
      obligations of the parties herein;

	 	 	 	 
	 	(d) 	
      it will take all actions within its control to ensure
      that the representations and warranties in Sections 3.1 and 3.2, in the
      case of Cardero, and Sections 3.1 and 3.3, in the case of Coalhunter,
      remain true and correct as of the Effective Date as if such
      representations and warranties were made at and as of such date;

	 	 	 	 
	 	(e) 	
      it will take all actions within its control to cause each
      of the conditions precedent set forth in Article 5 hereof to be complied
      with on or before the Effective Date;

	 	 	 	 
	 	(f) 	
      it will cooperate and use its respective reasonable
      efforts to obtain, before the Effective Date, all authorizations, waivers,
      exemptions, consents, orders and other approvals from domestic or foreign
      courts, governmental or regulatory agencies, boards, commissions or other
      authorities, shareholders and third parties as are necessary for it to
      consummate the transactions contemplated hereby; and

	 	 	 	 
	 	(g) 	
      subject to Section 4.7, Article 5 (other than Section
      5.1(b)) and Section 8.2 it will support the transactions contemplated
      herein and in the Plan of Arrangement and use all reasonable efforts to
      obtain the requisite approvals of its securityholders to this Agreement
      and the Arrangement and/or the issuance of the Cardero Shares thereunder,
      as applicable.




	4.2 	
      Covenants of Cardero



Except as contemplated in this Agreement including the Cardero
Disclosure Schedule, the Cardero Public Record and in the Plan of Arrangement,
Cardero covenants and agrees that:

	 	(a) 	
      until the Effective Date, except with the prior written
      consent of Coalhunter, such consent not to be unreasonably withheld, it
      will not:







- 16 -

	 	(i) 	
      incur or commit to incur any indebtedness for borrowed
      money in excess of $100,000, other than in ordinary course of business;
      or

	 	 	 
	 	(ii) 	
      allot or issue, or enter into any agreement for the
      allotment or issuance, or grant any other rights to acquire, Cardero
      Shares or other securities or securities convertible into, exchangeable
      for, or which carry a right to acquire, directly or indirectly, any
      Cardero Shares or other securities, except as contemplated by: (i) the
      Arrangement or any transaction under this Agreement; (ii) grants of stock
      options in the normal course pursuant to any stock option plan of Cardero
      existing on the date hereof; (iii) the issuance of Cardero Shares upon the
      conversion, exercise or exchange of convertible, exercisable or
      exchangeable securities existing on the date hereof or upon the exercise
      of stock options subsequently granted pursuant to (iii) above; (iv) the
      issuance of securities in connection with property acquisitions in the
      ordinary course of business as currently disclosed in the Cardero Public
      Record or up to a maximum of 50,000 shares; and (v) the issuance of
      securities in connection with agreements or arrangements existing on the
      date hereof, which have been disclosed on the Cardero Public Record or in
      the Cardero Disclosure Schedule;




	 	(b) 	
      it will conduct its business diligently and in the
      ordinary course consistent with the manner in which the business generally
      has been operated up to the date of the execution of this
  Agreement;

	 	 	 
	 	(c) 	
      it will, both before and after the Effective Date,
      execute and do all such acts and further deeds, things and assurances as
      may be required in the reasonable opinion of Coalhunter’s counsel to
      consummate the transactions contemplated herein;

	 	 	 
	 	(d) 	
      it will carry out the terms of the Interim Order and the
      Final Order;

	 	 	 
	 	(e) 	
      it will forthwith use its best efforts to obtain the
      necessary approval of the TSX and AMEX to the terms of this
    Agreement;

	 	 	 
	 	(f) 	
      it will ensure that the disclosure in the Cardero
      Circular shall constitute full, true and plain disclosure of all material
      facts relating to Cardero and the Cardero Shares and will not contain any
      untrue statement of any material fact or omit to state any material fact
      required to be stated therein or necessary in order to make any statement
      therein not misleading in light of the circumstances in which it is made
      (other than with respect to such information provided about Coalhunter by
      Coalhunter);

	 	 	 
	 	(g) 	
      it will vote or cause to be voted all Coalhunter Shares
      and Coalhunter Special Warrants beneficially owned or over which control
      or direction is exercised by it or any of its affiliates in favour of the
      Coalhunter Resolutions;

	 	 	 
	 	(h) 	
      until after the Effective Date, it will not amend the
      Cardero Share Option Plan; and

	 	 	 
	 	(i) 	
      it will enter into a joint election under s.85 of the
      Income Tax Act (Canada) upon request of any Coalhunter Shareholder
      in respect of the share exchange envisioned under the Plan of Arrangement,
      with such elected amount as is determined by the Coalhunter Shareholder,
      and will, both before and after the Effective Date, cooperate in the
      preparation and execution of any such election as reasonably desirable to
      give effect to the foregoing.




	4.3 	
      Covenants of Coalhunter



Except as contemplated in this Agreement, including the
Coalhunter Disclosure Schedule and in the Plan of Arrangement, Coalhunter
covenants and agrees that:

	 	(a) 	
      until the Effective Date, except with the prior written
consent of Cardero, such consent not to be unreasonably withheld, or except as referred to in the Coalhunter Disclosure Schedule, it will not:







- 17 -

	 		(i) 	
      incur or commit to incur any indebtedness for borrowed
      money, other than in the ordinary course of business;

	 	 	 	 
	 		(ii) 	
      enter into any agreement for the allotment or issuance,
      or grant any other rights to acquire, Coalhunter Shares or other
      securities or securities convertible into, exchangeable for, or which
      carry a right to acquire, directly or indirectly, Coalhunter Shares or
      other securities, except as contemplated by: (i) the Arrangement or any
      transaction under this Agreement; and (ii) the issuance of Coalhunter
      Shares upon the conversion, exercise or exchange of convertible,
      exercisable or exchangeable securities existing on the date hereof;
    or

	 	 	 	 
	 		(iii) 	
      enter into or modify any employment, consulting, bonus,
      retention or similar agreements or arrangements with, or grant any
      bonuses, salary increases, severance or termination pay to, any of its
      officers, directors or employees;

	 	 	 	 
	 	(b) 	
      it will ensure that the disclosure in the Coalhunter
      Circular (other than with respect to such information provided about
      Cardero by Cardero), and the disclosure provided to Cardero for inclusion
      in the Cardero Circular, shall:

	 	 	 	 
	 		(i) 	
      explain in sufficient detail to permit the recipient to
      form a reasoned judgment concerning the Arrangement and the effect of the
      Arrangement;

	 	 	 	 
	 		(ii) 	
      state any material interest of each director or officer
      of Coalhunter, whether as director, officer, shareholder, security holder
      or creditor of the company, or otherwise; and

	 	 	 	 
	 		(iii) 	
      otherwise comply with the requirements of the BCBCA and
      Applicable Securities Laws;

	 	 	 	 
	 	(c) 	
      Coalhunter will file the technical report on its Carbon
      Creek Project on SEDAR and will use commercially reasonable efforts to
      obtain from the author of such report a consent to the inclusion of a
      summary thereof and reference thereto in the Cardero Circular;

	 	 	 	 
	 	(d) 	
      it will conduct its business diligently and in the
      ordinary course consistent with the manner in which the business generally
      has been operated up to the date of the execution of this
  Agreement;

	 	 	 	 
	 	(e) 	
      it will suspend its current activities leading to the
      completion of an initial public offering until the earlier of the
      completion of the Arrangement or termination of this Agreement pursuant to
      Article 6;

	 	 	 	 
	 	(f) 	
      it will prepare and file all material to be filed with
      the Court by it, as applicant, in connection with the Arrangement and
      apply for and use all reasonable efforts to obtain the Interim Order and
      if the Arrangement is approved at the Coalhunter Meeting in accordance
      with the Interim Order, the Final Order;

	 	 	 	 
	 	(g) 	
      it will provide counsel to Cardero on a timely basis with
      copies of any notice of appearance and evidence served on it or its
      counsel in respect of the application for the Final Order or any appeal
      therefrom;

	 	 	 	 
	 	(h) 	
      it will carry out the terms of the Interim Order and the
      Final Order;

	 	 	 	 
	 	(i) 	
      it will take all actions required under its constating
      documents to approve the transactions contemplated by this Agreement and
      the Arrangement;

	 	 	 	 
	 	(j) 	
      on or before the Effective Date, Coalhunter will, if
applicable, use its commercially reasonable efforts to cause its shareholders to:







- 18 -

	 		(i) 	
      execute such agreements required to be executed in
      connection with applicable escrow, pooling or other voluntary or imposed
      resale restrictions pertaining to the Cardero Shares or the Coalhunter
      Options;

	 	 	 	 
	 		(ii) 	
      execute and deliver to Cardero any securities regulatory
      materials required in connection with the transactions contemplated
      hereby, including, without limitation, any documentation or undertaking
      required by the TSX or any relevant securities regulatory
  authority;

	 	 	 	 
	 	(k) 	
      it will, both before and after the Effective Date,
      execute and do all acts, further deeds, things and assurances as may be
      required in the reasonable opinion of Cardero’s counsel to consummate the
      transactions contemplated herein;

	 	 	 	 
	 	(l) 	
      except as disclosed in the Coalhunter Disclosure Schedule
      and as provided in this Agreement, or except with the prior written
      consent of Cardero, such consent not to be unreasonably withheld, until
      the Effective Date it will not, except in the usual, ordinary and regular
      course of business and consistent with past practice: (i) satisfy or
      settle any claims or liabilities prior to the same being due, which are,
      individually or in the aggregate, material; or (ii) grant any waiver,
      exercise any option or relinquish any contractual rights which are,
      individually or in the aggregate, material; and

	 	 	 	 
	 	(m) 	
      until the Effective Date it will not make any changes to
      its existing accounting practices except as required by Laws or required
      by generally accepted accounting principles or make any material tax
      election inconsistent with past practice.




	4.4 	
      Coalhunter Shareholders’
Meeting



As soon as practicable but in any event not later than May 5,
2011 Coalhunter will prepare the Coalhunter Circular and subject to the issuance
of the Interim Order will convene the Coalhunter Meeting and mail the Coalhunter
Circular to the Coalhunter Shareholders, the Coalhunter Special Warrant Holders
and the Coalhunter Option Holders. The Coalhunter Meeting will be held on or
before May 19, 2011, or as soon as reasonably practicable thereafter. Coalhunter
will mail the Coalhunter Circular to the appropriate Persons in accordance with
applicable Laws and the Interim Order.

	4.5 	
      Cardero Shareholders’
Meeting



As soon as practicable but in any event not later than April
25, 2011, Cardero will prepare the Cardero Circular and subject to the issuance
of the Interim Order will convene the Cardero Meeting and mail the Cardero
Circular to its shareholders. The Cardero Meeting will be held on or before May
25, 2011, or as soon as reasonably practicable thereafter. Cardero will mail the
Cardero Circular to the appropriate Persons in accordance with applicable
Laws.

	4.6 	
      Court Proceedings



Coalhunter shall permit Cardero to review and comment upon
drafts of all material to be filed with the Court in connection with the
Arrangement prior to the service and filing of that material and will give
reasonable consideration to such comments. In addition, Coalhunter will not
object to counsel to Cardero making such submissions on the hearing of the
motion for the Interim Order and the application for the Final Order as such
counsel deems appropriate, provided that Coalhunter is advised of the nature of
any submissions not reasonably contemplated in the material to be filed with the
Court prior to the hearing. Coalhunter shall also provide counsel to Cardero on
a timely basis with copies of any notice of appearance and evidence served on
Coalhunter or its counsel in respect of the application for the Final Order or
any appeal therefrom.

The petition for the Final Order will inform the Court that,
based on the Court’s approval of the Arrangement in the Final Order, Cardero will rely on Section 3(a)(10) of the 1933
Act for an exemption from the registration requirements of the 1933 Act with
respect to the issuance of the Cardero Shares in exchange for the Coalhunter
Shares pursuant to the Arrangement. Coalhunter will ensure that each Coalhunter
Shareholder entitled to receive Cardero Shares on completion of the Arrangement
will be given adequate notice advising them of their right to attend the hearing
of the Court to give approval of the Arrangement and providing them with
sufficient information necessary for them to exercise that right. 




- 19 -

	4.7 	
      Confidentiality



All information provided by each of Coalhunter and Cardero, in
any form whether written, electronic or verbal, as to financial condition,
business, properties, title, assets and affairs (including any material
contracts) as may reasonably be requested by the other party, including all
information to be included in the Coalhunter Circular and/or the Cardero
Circular (the “Confidential Information”), will be kept confidential by
each party hereto, notwithstanding the termination of this Agreement, other than
information that:

	 	(a) 	
      has become generally available to the public;

	 	 	 
	 	(b) 	
      was available to a party hereto or its representatives on
      a non-confidential basis before the date of this Agreement;

	 	 	 
	 	(c) 	
      has become available to a party hereto or its
      representatives on a non-confidential basis from a person who is not, to
      the knowledge of such party or its representatives, otherwise bound by
      confidentiality obligations to the provider of such information or
      otherwise prohibited from transmitting the information to the party or its
      representatives; or

	 	 	 
	 	(d) 	
      has been provided by Coalhunter or Cardero for use in the
      Coalhunter Circular and the Cardero Circular, as
  applicable.



No Confidential Information may be released to third parties
other than legal counsel and other advisors to the parties hereto without the
consent of the provider thereof, except that the parties hereto agree that they
will not unreasonably withhold such consent to the extent that such Confidential
Information is compelled to be released by legal process or must be released to
the TSX or other regulatory bodies and/or included in public documents.

	4.8 	
      Public Announcements



All press releases or other public written communications of
any sort by either of the parties hereto relating to this Agreement or the
Arrangement and the method of release for publication thereof will be provided
for review and comment by the other party hereto at least 24 hours prior to the
proposed release thereof. Each party will deal expeditiously with a request for
comments on such written communication provided that the party issuing such
written communication shall not be delayed if to do so would be contrary to any
legal or regulatory requirement.

	4.9 	
      Directors and Officers



On the Effective Date:

	 	(a) 	
      all members of the Board of Directors of Coalhunter will,
      other than Michael Hunter, Larry Horan and Keith Henderson, resign and the
      Coalhunter Board shall be reconstituted such that it will consist of the
      following five directors:

	 	 	 
	 		
      Keith Henderson 
Larry Horan 
Michael Hunter
      
Lawrence Talbot 
Henk Van Alphen;







- 20 -

	 	(b) 	
      all officers of Coalhunter will, other than Michael
      Hunter, resign from such offices held and the officers of Coalhunter shall
      consist of the following:





	President and CEO 	Michael Hunter 
	Chief Financial Officer 	Michael Kinley 
	Corporate Secretary 	Marla Ritchie 




	 	(c) 	
      all members of the Board of Directors of Cardero will
      remain directors of Cardero; and

	 	 	 
	 	(d) 	
      all officers of Cardero will remain officers of Cardero
      with the exception that Henk Van Alphen will resign as President of
      Cardero and Michael Hunter will be appointed as President of Cardero;
      and

	 	 	 
	 	(e) 	
      the parties acknowledge and agree that pursuant to
      section 4.4 of the Carbon Creek Joint Venture Agreement dated as of June
      15, 2010 between Coalhunter and Carbon Creek Partnership, Coalhunter
      shall, upon the written request of the Carbon Creek Partnership, appoint
      or cause to be appointed a nominee of the Carbon Creek Partnership as a
      director of Coalhunter.




	4.10 	
      Coalhunter Options and Coalhunter
  Warrants

	 	 	 
		(a) 	
      Cardero covenants and agrees that the Coalhunter Options
      outstanding on the Effective Date held by persons that will, following the
      Effective Date, continue to be eligible to hold an incentive stock option
      under the Cardero Share Option Plan shall continue in effect on the same
      terms and conditions (subject to the adjustments required after giving
      effect to the Arrangement including, without limitation, that such
      Coalhunter Options shall, in accordance with the Plan of Arrangement, be
      exercisable for Cardero Shares and shall be governed in accordance with
      the Cardero Share Option Plan);

	 	 	 
		(b) 	
      Cardero acknowledges that, in accordance with the terms
      of the Coalhunter Options, each outstanding Coalhunter Option held by a
      person that will not, following the Effective Date, be eligible to hold an
      incentive stock option under the Cardero Share Option Plan will become
      exercisable for Cardero Shares in accordance with the terms of such
      Coalhunter Option and then immediately be deemed to be acquired by Cardero
      at the Effective Date for cash in an amount equal to the product of: (A)
      the difference between the exercise price of the Coalhunter Option and
      $1.52 multiplied by (B) the number of Coalhunter Shares subject to such
      Coalhunter Option;

	 	 	 
		(c) 	
      Cardero covenants and agrees that the Coalhunter Warrants
      outstanding on the Effective Date shall continue in effect on the same
      terms and conditions (subject to the adjustments provided by such
      Coalhunter Warrants);

	 	 	 
		(d) 	
      Cardero shall take all corporate action necessary to
      reserve for issuance a sufficient number of Cardero Shares for delivery
      upon the exercise of the Coalhunter Options and Coalhunter Warrants
      assumed in accordance with this section;

	 	 	 
		(e) 	
      if immediately prior to the Effective Time, the TSX has:
      (i) not accepted notice with respect to the issuance of Cardero Shares on
      exercise of any Coalhunter Option or Coalhunter Warrant then outstanding;
      or (ii) imposed escrow, pooling or resale restrictions on such Coalhunter
      Option or Coalhunter Warrant (or the underlying securities) (collectively,
      the “Restricted Securities”), then Coalhunter shall use its
      commercially reasonable efforts to cause each such holder of a Restricted
      Security to exercise the Restricted Security immediately prior to the
      Effective Time and each such holder of a Restricted Security shall receive
      Cardero Shares in accordance with Section 2.1; and

	 	 	 
		(f) 	
      following the Effective Date, the Coalhunter Options and
      Coalhunter Warrants may not be exercised in the United States or by, or on
      behalf or for the benefit of, a U.S. Person, unless an exemption is
      available from the registration requirements of the 1933 Act and any
applicable state securities laws, and the holder furnishes to Cardero an opinion of counsel or other evidence of exemption satisfactory to Cardero to such effect. 







- 21 -

	4.11 	
      Cardero Waiver



Cardero agrees that, upon the conditions to the completion of
the Arrangement set out in Article 5 being satisfied or waived in accordance
with this Agreement (excluding conditions that, by their terms, cannot be
satisfied until the Effective Date, but subject to the satisfaction or waiver of
those conditions as of the Effective Date), it waives its rights under paragraph
8.1(g) of the subscription agreement between Cardero and Coalhunter dated June
15, 2010. 

ARTICLE 5 
CONDITIONS PRECEDENT

	5.1 	
      Mutual Conditions
Precedent



The respective obligations of the parties hereto to complete
the Arrangement are subject to the satisfaction of, or mutual waiver by the
parties on or before the Effective Date of each of the following conditions,
which are for the mutual benefit of Cardero and Coalhunter and which may only be
waived, in whole or in part, in writing by Cardero and Coalhunter:

	 	(a) 	
      the Interim Order shall have been granted in form and
      substance satisfactory to the parties hereto, acting reasonably, and shall
      not have been set aside or modified in a manner unacceptable to the
      parties hereto, acting reasonably, on appeal or otherwise;

	 	 	 
	 	(b) 	
      the Arrangement and, if required, all other material
      transactions contemplated herein or necessary to complete the Arrangement
      (including the issuance of the Cardero Shares thereunder), with or without
      amendment, shall have been approved at the Coalhunter Meeting by the
      Coalhunter Shareholders, the Coalhunter Special Warrant Holders and the
      Coalhunter Option Holders and at the Cardero Meeting by the Cardero
      Shareholders in accordance with the provisions of the BCBCA, the Interim
      Order and the requirements of any applicable regulatory
  authority;

	 	 	 
	 	(c) 	
      the TSX shall have conditionally approved the listing
      thereon of the Cardero Shares to be issued pursuant to the Arrangement
      (including those issuable upon the exercise of the Coalhunter Special
      Warrants, Coalhunter Warrants and Coalhunter Options), and shall have, if
      required, accepted notice for filing of all transactions of Coalhunter and
      Cardero contemplated herein or necessary to complete the Arrangement,
      subject only to compliance with the usual requirements of the TSX, and
      AMEX shall have approved the listing of the Cardero Shares to be issued in
      exchange for Coalhunter Shares pursuant to the Arrangement and the Cardero
      Shares to be issued upon the exercise, following the Arrangement, of the
      Coalhunter Options and the Coalhunter Warrants;

	 	 	 
	 	(d) 	
      the Final Order shall have been granted in form and
      substance satisfactory to the parties hereto, acting reasonably, and shall
      not have been set aside or modified in a manner unacceptable to such
      parties, acting reasonably, on appeal or otherwise;

	 	 	 
	 	(e) 	
      there shall not be in force any Law, ruling, order or
      decree, and there shall not have been any action taken under any Law or by
      any Governmental Entity or other regulatory authority, that makes it
      illegal or otherwise directly or indirectly restrains, enjoins or
      prohibits the consummation of the Arrangement in accordance with the terms
      hereof or results or could reasonably be expected to result in a judgment,
      order, decree or assessment of damages, directly or indirectly, relating
      to the Arrangement which has, or could reasonably be expected to have, a
      Material Adverse Effect on Coalhunter or Cardero;

	 	 	 
	 	(f) 	
      (i) all consents, waivers, permits, exemptions, orders
      and approvals of, and any registrations and filings with, any Governmental
      Entity and the expiry of any waiting periods, in connection with, or
      required to permit, the completion of the Arrangement, and (ii) all third
      person and other consents, waivers, permits, exemptions, orders,
      approvals, agreements and amendments and modifications to agreements,
      indentures or arrangements (other than as contemplated in this Agreement,
      the Cardero Disclosure Schedule or the Coalhunter Disclosure Schedule, as
      applicable), the failure of which to obtain or the non-expiry of which
      would, or could reasonably be expected to have, a Material Adverse Effect
      on Coalhunter or Cardero or materially impede the completion of the
      Arrangement, shall have been obtained or received on terms that are
  reasonably satisfactory to each party hereto;







- 22 -

	 	(g) 	
      the Cardero Shares to be issued in exchange for
      Coalhunter Shares pursuant to the Arrangement shall be exempt from the
      registration requirements of the 1933 Act pursuant to Section 3(a)(10)
      thereof and shall not be subject to resale restrictions under the 1933 Act
      (other than as may be prescribed by Rule 144 under the 1933 Act)
      for persons who are after the Effective Date, or were within 90
      days prior to the Effective Date, “affiliates” (as defined in Rule 405
      under the 1933 Act) of Cardero); provided, however, that Coalhunter shall
      not be entitled to rely on the provisions of this Section 5.1(g) in
      failing to consummate the Arrangement in the event that Coalhunter fails
      to advise the Court prior to the hearing in respect of the Final Order, as
      required by the terms of the foregoing exemptions, that Cardero will rely
      on the foregoing exemption based on the Court’s approval of the
      Arrangement; and;

	 	 	 
	 	(h) 	
      the Cardero Shares to be issued pursuant to the
      Arrangement will be exempt from the prospectus requirements of Applicable
      Securities Laws and will not be subject to any statutory or other hold
      period other than any hold period applicable to control persons;

	 	 	 
	 	(i) 	
      the Fairness Opinion shall not have been
  withdrawn;

	 	 	 
	 	(j) 	
      all outstanding Coalhunter Special Warrants and
      Restricted Securities shall have been exercised, subject to completion of
      the Arrangement; and

	 	 	 
	 	(k) 	
      this Agreement shall not have been terminated pursuant to
      Article 6 hereof.





	5.2 	
      Additional Conditions Precedent to the Obligations of
      Coalhunter



The obligation of Coalhunter to complete the Arrangement shall
be subject to the satisfaction of, or waiver by Coalhunter, on or before the
Effective Date or such earlier date stipulated of the following conditions,
which are for the benefit of Coalhunter and may be waived in whole or in part,
by Coalhunter at any time:

	 	(a) 	
      Cardero shall not be in material default of any covenant
      contained herein and its representations and warranties shall be true and
      correct in all material respects and Coalhunter shall have received a
      certificate of Cardero, signed by the Chief Executive Officer and one
      other senior officer confirming the foregoing;

	 	 	 
	 	(b) 	
      Cardero shall have furnished Coalhunter with a favourable
      opinion of legal counsel to Cardero, dated the Effective Date, in form and
      substance acceptable to Coalhunter and its counsel, acting
    reasonably;

	 	 	 
	 	(c) 	
      there shall not exist or have occurred (or been
      threatened) any change (or any condition, event or development involving a
      prospective change) which, singly or in the aggregate, would or does have
      a Material Adverse Effect on Cardero; and

	 	 	 
	 	(d) 	
      there shall not be more than 59,485,602 Cardero Shares
      issued and outstanding on the Effective Date (excluding Cardero Shares
      issued upon the conversion, exercise or exchange of convertible,
      exercisable or exchangeable securities of Cardero existing on the date
      hereof).







- 23 -

	5.3 	
      Additional Conditions Precedent to the Obligations of
      Cardero



The obligation of Cardero to complete the Arrangement shall be
subject to the satisfaction of, or waiver by Cardero, on or before the Effective
Date or such earlier date stipulated of the following conditions, which are for
the benefit of Cardero and which may be waived by Cardero, in whole or in part,
at any time:

	 	(a) 	
      Coalhunter shall not be in material default of any
      covenant contained herein and its representations and warranties shall be
      true and correct in all material respects and Cardero shall have received
      a certificate of Coalhunter signed by the Chief Executive Officer and one
      other senior officer confirming the foregoing;

	 	 	 
	 	(b) 	
      Coalhunter shall have furnished Cardero with a favourable
      legal opinion of counsel to Coalhunter dated the Effective Date, in form
      and substance acceptable to Cardero and its counsel, acting
    reasonably;

	 	 	 
	 	(c) 	
      there shall not exist or have occurred (or been
      threatened) any change (or any condition, event or development involving a
      prospective change) which, singly or in the aggregate, would or does have
      a Material Adverse Effect on Coalhunter;

	 	 	 
	 	(d) 	
      Coalhunter Shareholders holding no more than 10% of the
      outstanding Coalhunter Shares shall have exercised the right to dissent
      contemplated by Article 4 of the Plan of Arrangement (and not withdrawn
      such exercise) and Cardero shall have received a certificate dated the day
      immediately preceding the Effective Date of an officer of Coalhunter to
      such effect; and

	 	 	 
	 	(e) 	
      there shall not be more than 51,495,827 Coalhunter Shares
      issued and outstanding on the Effective Date (including any Coalhunter
      Shares issued upon exercise of the Coalhunter Special Warrants but
      excluding Coalhunter Shares issued upon the conversion, exercise or
      exchange of convertible, exercisable or exchangeable securities of
      Coalhunter existing on the date hereof).



ARTICLE 6
AMENDMENT AND TERMINATION OF
AGREEMENT

	6.1 	
      Amendment



This Agreement may, at any time and from time to time before or
after the holding of the Coalhunter Meeting or the Cardero Meeting, be amended
by mutual written agreement of the parties hereto without, subject to the
Interim Order, the Final Order and applicable Law, further notice to or
authorization on the part of the Coalhunter Shareholders, Coalhunter Special
Warrant Holders, Coalhunter Option Holders or the Cardero Shareholders and any
such amendment may, without limitation: 

	 	(a) 	
      change the time for the performance of any of the
      obligations or acts of any of the parties hereto;

	 	 	 
	 	(b) 	
      waive any inaccuracies in or modify any representation or
      warranty contained herein or in any document delivered pursuant
    hereto;

	 	 	 
	 	(c) 	
      waive compliance with or modify any of the covenants
      herein contained and waive or modify the performance of any of the
      obligations of any of the parties hereto; and

	 	 	 
	 	(d) 	
      waive compliance with or modify any condition herein
      contained,



provided, however, that notwithstanding the foregoing, the
terms of subsections 3.1(a) and 3.1(c) of the Plan of Arrangement shall not be
amended after the holding of the Coalhunter Meeting without the approval of the
Coalhunter Shareholders given in the same manner as required for the approval of
the Arrangement or as may be ordered by the Court. This Agreement and the Plan
of Arrangement may be amended in accordance with the Final Order, but in the event that the terms of the Final Order
require any such amendment, the rights of the parties hereto under Article 5
hereof shall remain unaffected. 




- 24 -

	6.2 	
      Termination by Cardero or
  Coalhunter



This Agreement may be terminated at any time prior to the
Effective Date:

	 	(a) 	
      by mutual written consent of Cardero and
    Coalhunter;

	 	 	 
	 	(b) 	
      if any of the conditions in Section 5.1, 5.2 or 5.3
      hereof for the benefit of terminating party is not satisfied or waived in
      accordance with those sections;

	 	 	 
	 	(c) 	
      by Cardero, if at any time Coalhunter has committed a
      material breach of any of its covenants in Article 4 of this
    Agreement;

	 	 	 
	 	(d) 	
      by Coalhunter, if at any time Cardero has committed a
      material breach of any of its covenants in Article 4 of this
    Agreement;

	 	 	 
	 	(e) 	
      by Cardero or by Coalhunter if the Coalhunter Meeting
      shall have been held and completed and the Arrangement or, where required,
      any other material matter contemplated herein or necessary to complete the
      Arrangement, is not approved by the requisite majority of the Coalhunter
      Shareholders, Coalhunter Special Warrant Holders and Coalhunter Option
      Holders;

	 	 	 
	 	(f) 	
      by Cardero or by Coalhunter if the Cardero Meeting shall
      have been held and completed and the Arrangement or, where required, any
      other material matter contemplated herein or necessary to complete the
      Arrangement (including the issuance of the Cardero Shares thereunder), is
      not approved by the requisite majority of the Cardero
  Shareholders;

	 	 	 
	 	(g) 	
      by Cardero or by Coalhunter if the Arrangement shall not
      have been completed by the Completion Deadline, provided that such right
      to terminate this Agreement shall not be available to any party whose
      failure to fulfull any of its obligations or breach of any of its
      representations and warranties under this Agreement has been the cause of,
      or resulted in, the failure of the Arrangement to be completed on or
      before the Completion Deadline; and

	 	 	 
	 	(h) 	
      by Coalhunter, subject to complying with the terms of
      this Agreement, in order to enter into a binding written agreement with
      respect to a Superior Proposal in accordance with Section
  8.2;



whereupon the parties shall be released from their obligations
hereunder other than those in Section 4.7, 6.3, 7.1 and 7.2, which will
survive.

	6.3 	
      Termination of Penalty
Provisions



If, through no fault of Coalhunter, the Arrangement is not
completed prior to the Completion Deadline and Coalhunter, despite the use of
its commercially reasonable best efforts, is unable to complete its initial
public offering by June 30, 2011, the penalty provisions providing for the
issuance of any additional Coalhunter Shares to Cardero pursuant to the terms
and conditions of the Coalhunter Special Warrants held by Cardero will terminate
and be of no further force or effect and Cardero will only be entitled to
receive one Coalhunter Share for each Coalhunter Special Warrant held by
Cardero.

ARTICLE 7
 FEES AND EXPENSES

	7.1 	
      Fees and Expenses



Subject to Section 7.2, the parties hereto agree that all
out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, the
Coalhunter Meeting, the Cardero Meeting, and the preparation and mailing of the
Coalhunter Circular and the Cardero Circular, including legal and accounting
fees, printing costs, financial advisor fees and all disbursements by advisors,
shall be paid by the party hereto incurring such expense and that nothing in
this Agreement shall be construed so as to prevent the payment of such expenses.
The provisions of this Section 7.1 shall survive the termination of this
Agreement. 




- 25 -

	7.2 	
      Reimbursement of Fees and
  Expenses



If, through no fault of Coalhunter, the Arrangement is not
completed, then Cardero will pay the reasonable fees and expenses incurred by
Coalhunter in obtaining the Fairness Opinion and the legal fees incurred by the
special committee of the Board of Directors of Coalhunter in connection with the
consideration and implementation of the Arrangement.

ARTICLE 8
COALHUNTER COVENANTS REGARDING
NON-SOLICITATION

	8.1 	
      Non-Solicitation



Unless this Agreement is terminated in accordance with Article
6, except as otherwise provided in this Agreement, Coalhunter will not, and it
will not authorize any of its officers, directors or employees, agents,
advisers, consultants or other representatives to:

	 	(a) 	
      solicit, initiate or knowingly encourage (including,
      without limitation, by way of furnishing information) the initiation of
      any inquiry or the making of any proposal to it or its shareholders from
      any Person which constitutes, or may reasonably be expected to lead to (in
      either case whether in one transaction or a series of transactions), a
      Competing Offer or an Alternative Company Transaction, or agree to or
      endorse any of the foregoing; or

	 	 	 
	 	(b) 	
      enter into or participate in any discussions or
      negotiations regarding any Competing Offer or an Alternative Company
      Transaction, or furnish to any other Person any information with respect
      to its business, properties, operations, prospects or conditions
      (financial or otherwise) in connection with any Competing Offer, or
      otherwise cooperate in any way with, or assist or participate in,
      facilitate or encourage, any effort or attempt by any other Person to do
      or seek to do any of the foregoing.




	8.2 	
      Superior Proposal



Notwithstanding Section 8.1 and any other provision of this
Agreement, the Board of Directors of Coalhunter may, subject to this Article 8,
prior to the approval of the Arrangement by Coalhunter Shareholders and
Coalhunter Special Warrant Holders, (i) consider and participate, directly or
indirectly, in any discussions or negotiations with, or provide information to,
or permit any visit to the facilities or properties of Coalhunter or any of its
subsidiaries by, any person who has delivered a bona fide written
Competing Offer that may constitute a Superior Proposal, (ii) withdraw, modify,
qualify or change its recommendation to the Coalhunter Shareholders and
Coalhunter Special Warrant Holders in respect of the Arrangement in response to
a Superior Proposal, and (iii) approve or recommend to the Coalhunter
Shareholders and Coalhunter Special Warrant Holders, or enter into an agreement
in respect of, a Superior Proposal, but in each case only if such Competing
Offer or Superior Proposal did not result from a breach of this Agreement by
Coalhunter and if the Board of Directors of Coalhunter determines in good faith
after consulting with outside counsel (which may include written opinions or
advice, copies of which shall have been provided to Cardero) that such action is
required for such directors to comply with their fiduciary duties under
applicable Law. Nothing in this Agreement will prohibit, enjoin or otherwise
restrict the Board of Directors of Coalhunter in the fulfilment of their
fiduciary duties under applicable Law.

Coalhunter acknowledges that it is not currently engaged in any
discussions or negotiations with any parties (other than Cardero) in connection
with any proposal that constitutes, or may reasonably be expected to constitute,
a Competing Offer or an Alternative Company Transaction and that
it will not solicit from any parties a Competing Offer or Alternative Company
Transaction in breach of this Agreement.




- 26 -

	8.3 	
      Notification of Competing
Offer



Coalhunter shall promptly notify Cardero, at first orally and
then in writing, of any Competing Offer or a proposal regarding an Alternative
Company Transaction and any inquiry that could reasonably be expected to lead to
a Competing Offer or a proposal regarding an Alternative Company Transaction, or
any request for non-public information relating to it in connection with a
Competing Offer or a proposal regarding an Alternative Company Transaction or
for access to any of its properties, books or records by any Person that informs
it that such Person is considering making, or has made, a Competing Offer or a
proposal regarding an Alternative Company Transaction. Such notice shall include
a description of the material terms and conditions of any proposal, the identity
of the Person making such proposal, inquiry or contact and provide such other
details of the proposal, inquiry or contact as the other may reasonably request.
Coalhunter shall (i) keep Cardero fully informed of the status including any
change to the material terms of any such Competing Offer or a proposal regarding
an Alternative Company Transaction or inquiry and (ii) provide to Cardero as
soon as practicable after receipt or delivery thereof with copies of all
correspondence and other written material sent or provided to it from any Person
in connection with any Competing Offer or a proposal regarding an Alternative
Company Transaction.

	8.4 	
      Right to Match



Coalhunter and the directors of Coalhunter shall not accept,
approve, recommend or enter into any agreement in respect of a Competing Offer
or an Alternative Company Transaction on the basis that it would constitute a
Superior Proposal unless five Business Days have elapsed from the date Cardero
received notice of the determination of the directors of Coalhunter to accept,
approve, recommend or enter into an agreement in respect of such Superior
Proposal pursuant to Section 8.3.

During the five Business Days referred to in this Section 8.4,
Cardero shall have the opportunity, but not the obligation, to offer in writing
to amend the terms of this Agreement and the Plan of Arrangement. The directors
of Coalhunter shall review any offer by Cardero to amend the terms of this
Agreement and the Plan of Arrangement in order to determine in good faith,
whether the offer of Cardero pursuant to this section would at least match the
value of the Competing Offer or the Alternative Company Transaction, as the case
may be. If the directors of Coalhunter so determine, acting in good faith,
Coalhunter shall enter into an amended agreement with Cardero reflecting the
amended proposal of Cardero.

ARTICLE 9 
GENERAL

	9.1 	
      Notices



Any notice, consent, waiver, direction or other communication
required or permitted to be given under this Agreement by a party hereto shall
be in writing and shall be delivered by hand to the party hereto to which the
notice is to be given at the following address or sent by facsimile to the
following numbers or to such other address or facsimile number as shall be
specified by a party hereto by like notice. Any notice, consent, waiver,
direction or other communication aforesaid shall, if delivered, be deemed to
have been given and received on the date on which it was delivered to the
address provided herein (if a Business Day or, if not, then the next succeeding
Business Day) and if sent by facsimile be deemed to have been given and received
at the time of receipt (if a Business Day or, if not, then the next succeeding
Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the
point of delivery in which case it shall be deemed to have been given and
received on the next Business Day. 




- 27 -


	(a) 	if to Cardero: 	 (b) 	if to Coalhunter: 
	  	 	 	 
	  	Cardero Resource Corp. 	 	Coalhunter Mining Corporation 
	  	Suite 1920 - 1188 West Georgia Street 	 	Suite 507 – 475 Howe Street 
	  	Vancouver, BC V6E 4A2 	 	Vancouver, BC V6C 2B3 
	  	 	 	 
	  	Attention: Lawrence Talbot 	 	Attention: Michael Hunter 
	  	Facsimile No.: (604) 408-7499 	 	Facsimile No.: (604) 648-2625 
	  	 	 	 
	  	with a copy to: 	 	with a copy to: 
	  	 	 	 
	  	Gowling Lafleur Henderson LLP 	 	McMillan LLP 
	  	Suite 2300 – 550 Burrard Street 	 	Suite 1500 – 1055 West Georgia Street 
	  	Vancouver, BC V6C 2B5 	 	Vancouver, BC V6E 4N7 
	  	 	 	 
	  	Attention: Daniel Allen 	 	Attention: Rod Kirkham 
	  	Facsimile No.: (604) 443-5611 	 	Facsimile No.: (604) 893-7614





	9.2 	
      Successors and Assigns



This Agreement and all the provisions hereof shall be binding
upon and enure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither party may assign its rights or
obligations under this Agreement or the Arrangement without the prior written
consent of the other party.

	9.3 	
      Time of Essence



Time shall be of the essence of this Agreement and of each of
its provisions.

	9.4 	
      Governing Law



This Agreement shall be governed by, and be construed in
accordance with, the laws of the Province of British Columbia and the laws of
Canada applicable therein but the reference to such laws shall not, by conflict
of laws rules or otherwise, require the application of the law of any
jurisdiction other than the Province of British Columbia.

	9.5 	
      Entire Agreement



This Agreement, together with the agreements and other
documents herein or therein referred to, constitute the entire agreement between
the parties hereto pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or
written, between the parties hereto with respect to the subject matter hereof
including, without limitation, the Letter Agreement. There are no
representations, warranties, covenants or conditions with respect to the subject
matter hereof except as contained herein.

	9.6 	
      Further Assurances



Each party hereto shall, from time to time, and at all times
hereafter, at the request of the other of them, but without further
consideration, do, or cause to be done, all such other acts and execute and
deliver, or cause to be executed and delivered, all such further agreements,
transfers, assurances, instruments or documents as shall be reasonably required
in order to fully perform and carry out the terms and intent hereof. 

	9.7 	
      Waiver



No waiver or release by any party hereto shall be effective
unless in writing and executed by the party granting such waiver or release and any waiver or release shall affect only
the matter, and the occurrence thereof, specifically identified and shall not
extend to any other matter or occurrence. Waivers may only be granted upon
compliance with the provisions governing amendments set forth in Section 6.1
hereof. 




- 28 -

	9.8 	
      Counterparts



This Agreement may be executed in counterparts (including
counterparts by facsimile, PDF or other electronic means), each of which shall
be deemed an original and both of which together shall constitute one and the
same instrument.

	9.9 	
      Severability



In the event any one or more of the provisions of this
Agreement is invalid or otherwise unenforceable, the enforceability of the
remaining provisions shall be unaffected.

IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto.

	CARDERO RESOURCE CORP. 	 	COALHUNTER MINING CORPORATION
    
	  	  	 	  	  
	  	  	 	  	  
	By: 	(signed) “Michael Hunter” 	 	By: 	(signed) “Lawrence Talbot” 
	  	Authorized Signatory 	 	  	Authorized Signatory 






SCHEDULE “A”

PLAN OF ARRANGEMENT 
UNDER SECTION 288 OF
THE
BRITISH COLUMBIA BUSINESS CORPORATIONS
ACT

ARTICLE 1 
DEFINITIONS AND INTERPRETATION

	1.1 	
      Definitions



In this Plan of Arrangement:

	 	(a) 	
      “AMEX” means the NYSE Amex LLC;

	 	 	 
	 	(b) 	
      “Arrangement” means the arrangement pursuant to Section
      288 of the BCBCA, on the terms and conditions set forth in this Plan of
      Arrangement, subject to any amendment or supplement made hereto in
      accordance herewith and the Arrangement Agreement or made at the direction
      of the Court in the Final Order;

	 	 	 
	 	(c) 	
      “Arrangement Agreement” means the arrangement agreement
      dated as of April 18, 2011, between Cardero and Coalhunter, including the
      schedules attached thereto, as the same may be amended, amended and
      restated, or supplemented prior to the Effective Date, entered into in
      connection with the Arrangement;

	 	 	 
	 	(d) 	
      “BCBCA” means the Business Corporations Act,
      S.B.C. 2002, c. 57, as amended;

	 	 	 
	 	(e) 	
      “Business Day” means any day, other than a Saturday, a
      Sunday or a statutory holiday in Vancouver, British Columbia;

	 	 	 
	 	(f) 	
      “Cardero” means Cardero Resource Corp., a company
      incorporated and existing under the laws of British Columbia;

	 	 	 
	 	(g) 	
      “Cardero Shares” means common shares in the capital of
      Cardero;

	 	 	 
	 	(h) 	
      “Coalhunter” means Coalhunter Mining Corporation, a
      company incorporated and existing under the laws of British
    Columbia;

	 	 	 
	 	(i) 	
      “Coalhunter Meeting” means the special meeting, including
      any adjournments or postponements thereof, of the Coalhunter Shareholders,
      Coalhunter Special Warrant Holders and Coalhunter Option Holders to be
      held, among other things, to consider and, if deemed advisable, to approve
      the Arrangement;

	 	 	 
	 	(j) 	
      “Coalhunter Options” means options to purchase Coalhunter
      Shares;

	 	 	 
	 	(k) 	
      “Coalhunter Shareholder” means, at any time, a registered
      holder of Coalhunter Shares;

	 	 	 
	 	(l) 	
      “Coalhunter Shares” means the common shares in the
      capital of Coalhunter;

	 	 	 
	 	(m) 	
      “Coalhunter Special Warrants” means the special warrants
      exercisable for no additional consideration for Coalhunter
  Shares;

	 	 	 
	 	(n) 	
      “Coalhunter Special Warrant Holders” means the holders of
      Coalhunter Special Warrants;

	 	 	 
	 	(o) 	
      “Code” means the United States Internal Revenue Code of
      1986, as amended;







A - 2

	 	(p) 	
      “Court” means the Supreme Court of British
    Columbia;

	 	 	 
	 	(q) 	
      “Depositary” means Computershare Investor Services Inc.,
      in its capacity as depositary for the Coalhunter Shares under the
      Arrangement;

	 	 	 
	 	(r) 	
      “Dissent Procedures” means the procedures set forth in
      Division 2 of Part 8 of the BCBCA required to be taken by a registered
      holder of Coalhunter Shares to exercise the right of dissent in respect of
      such Coalhunter Shares in connection with the Arrangement, as modified by
      Article 5, the Interim Order and the Final Order;

	 	 	 
	 	(s) 	
      “Dissent Rights” means the rights of dissent in respect
      of the Arrangement described in Article 4;

	 	 	 
	 	(t) 	
      “Dissenting Shareholder” means a registered Coalhunter
      Shareholder that exercises his, her or its right to dissent with respect
      to the Arrangement in strict compliance with the Dissent
  Procedures;

	 	 	 
	 	(u) 	
      “Effective Date” means the second Business Day after all
      of the conditions to the completion of the Arrangement set out in Article
      5 of the Arrangement Agreement have been satisfied or waived in accordance
      with the Arrangement Agreement (excluding conditions that, by their terms,
      cannot be satisfied until the Effective Date, but subject to the
      satisfaction or waiver of those conditions as of the Effective Date), or
      such other date as may be agreed to by the parties hereto;

	 	 	 
	 	(v) 	
      “Effective Time” means 12:01 a.m. (Vancouver time) on the
      Effective Date;

	 	 	 
	 	(w) 	
      “Exchange Ratio” has the meaning given to it in Section
      3.1(c);

	 	 	 
	 	(x) 	
      “Final Order” means the final order of the Court
      approving the Arrangement pursuant to subsection 291 of the BCBCA, as such
      order may be amended at any time prior to the Effective Date or, if
      appealed, then unless such appeal is withdrawn or denied, as
    affirmed;

	 	 	 
	 	(y) 	
      “Interim Order” means the interim order of the Court
      pursuant to subsection 291 of the BCBCA, as such order may be amended,
      made in connection with the Coalhunter Meeting and the
  Arrangement;

	 	 	 
	 	(z) 	
      “Letter of Transmittal” means the letter of transmittal
      to be sent by Coalhunter to the Coalhunter Shareholders and Coalhunter
      Special Warrant Holders providing for the delivery of certificates
      representing their Coalhunter Shares or Coalhunter Special Warrants to the
      Depositary;

	 	 	 
	 	(aa) 	
      “Plan of Arrangement” means this plan of arrangement as
      amended and supplemented from time to time in accordance herewith, the
      Arrangement Agreement and any order of the Court;

	 	 	 
	 	(bb) 	
      “Registrar” means the Registrar of Companies appointed
      under Section 400 of the BCBCA;

	 	 	 
	 	(cc) 	
      “Tax Act” means the Income Tax Act (Canada) and
      the regulations thereunder, as amended from time to time; and

	 	 	 
	 	(dd) 	
      “TSX” means the Toronto Stock Exchange
  Inc.




	1.2 	
      Headings and References



The division of this Plan of Arrangement into Articles and
Sections and the insertion of headings are for convenience of reference only and
do not affect the construction or interpretation of this Plan of Arrangement.
Unless otherwise specified, references to sections are to sections of this Plan
of Arrangement.




A - 3

	1.3 	Number, etc. 


Unless the context otherwise requires, words importing the
singular number only will include the plural and vice versa; words importing the
use of any gender will include all genders; and words importing persons will
include firms and corporations and vice versa.

	1.4 	Date of any Action 


In the event that any date on which any action is required to
be taken hereunder by any of the parties is not a Business Day, such action will
be required to be taken on the next succeeding Business Day.

	1.5 	Statutory References



Any reference in this Agreement to a statute includes all
regulations and rules made thereunder, all amendments to such statute or
regulation in force from time to time and any statute or regulation that
supplements or supersedes such statute or regulation.

ARTICLE 2 
ARRANGEMENT AGREEMENT

	2.1 	Arrangement Agreement



This Plan of Arrangement is made pursuant to, is subject to the
provisions of, and forms part of the Arrangement Agreement and will become
effective at the Effective Time on the Effective Date and will be binding upon
Cardero, Coalhunter, Coalhunter Shareholders and holders of Coalhunter
Options.

ARTICLE 3 
THE ARRANGEMENT

	3.1 	The Arrangement 


At the Effective Time on the Effective Date, the following will
occur and will be deemed to occur in the following sequence without any further
authorization, act or formality by Cardero, Coalhunter or any other person:

	 	(a) 	
      each of the issued and outstanding Coalhunter Shares,
      other than those held by Dissenting Shareholders and Cardero will be
      deemed to be acquired by Cardero, free from any claims, in exchange for
      the issuance by Cardero of 0.80 Cardero Shares (the “Exchange
      Ratio”) provided that the aggregate number of Cardero Shares issuable
      to any Coalhunter Shareholder, if calculated to include a fraction of a
      Cardero Share, will be rounded downwards to the nearest whole Cardero
      Share;

	 	 	 
	 	(b) 	
      each Coalhunter Shareholder, other than Dissenting
      Shareholders and Cardero, will be deemed to have transferred all
      Coalhunter Shares held by him, her or it to Cardero and Cardero will be
      deemed to have issued the Cardero Shares referred to in section 3.1(a) in
      exchange therefor;

	 	 	 
	 	(c) 	
      the Coalhunter Shares owned by each Dissenting
      Shareholder, at or prior to the Coalhunter Meeting in accordance with
      Article 4 below, will be, and will be deemed to be, transferred to
      Coalhunter for cancellation and cancelled contemporaneously with the
      acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and
      such Dissenting Shareholders will thereupon have no rights or entitlements
      with respect to those Coalhunter Shares, except as provided in Article 4
      and except to be paid fair value for their Coalhunter Shares by
      Coalhunter;

	 	 	 
	 	(d) 	
      each Coalhunter Shareholder, other than Cardero, will
      cease to be a holder of Coalhunter Shares and the name of each such
      Coalhunter Shareholder will be removed from the central securities
      register of Coalhunter as of the Effective
Date;







A - 4

	 	(e) 	
      the certificate representing each Coalhunter Share, other
      than Coalhunter Shares held by Cardero, will be deemed to have been
      cancelled as of the Effective Date;

	 	 	 	 	 
	 	(f) 	
      each Coalhunter Shareholder, other than Cardero, will be
      deemed to have executed and delivered all consents, releases, assignments
      and waivers, statutory or otherwise, required to implement and carry out
      the Arrangement;

	 	 	 	 	 
	 	(g) 	
      Cardero will be and will be deemed to be the transferee
      of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero),
      free of all liens, claims and Encumbrances, and will be entered in the
      central securities register of Coalhunter as the holder of such Coalhunter
      Shares as of the Effective Date;

	 	 	 	 	 
	 	(h) 	
      each outstanding Coalhunter Option held by a person that
      will, following the Effective Date, continue to be eligible to hold an
      incentive stock option under the Cardero Share Option Plan, will entitle
      the Coalhunter Option holder to receive (and such holder shall be deemed
      to accept), Cardero Shares (in accordance with the terms and conditions of
      the Cardero Share Option Plan), such that:

	 	 	 	 	 
	 		(i) 	
      subject to further adjustments prior to exercise, on
      exercise of each Coalhunter Option, the holder will be entitled to
      acquire, and will accept in lieu of the number of Coalhunter Shares to
      which such holder was entitled immediately before the Effective Date, the
      number of Cardero Shares equal to the product of (A) the number of
      Coalhunter Shares subject to the Coalhunter Option immediately before the
      Effective Date multiplied by (B) the Exchange Ratio, provided that if the
      foregoing would result in the issuance of a fraction of a Cardero Common
      Share, then the number of Cardero Shares otherwise issued on exercise of
      the Coalhunter Option will be rounded down to the nearest whole number of
      Cardero Shares;

	 	 	 	 	 
	 		(ii) 	
      each such Coalhunter Option will have an exercise price
      per Cardero Common Share, payable to Cardero, denominated in the same
      currency as applicable to such Coalhunter Option (rounded up to the
      nearest one-hundredth of a dollar) equal to 125% of the current exercise
      price per Coalhunter Share;

	 	 	 	 	 
	 		(iii) 	
      each such Coalhunter Option will be exercisable into
      Cardero Shares for a period of two years following the Effective Date and
      will be subject to the following vesting provisions:

	 	 	 	 	 
	 			(A) 	
      25% of the Cardero Shares subject to such Coalhunter
      Option will be vested at six months following the Effective
Date;

	 	 	 	 	 
	 			(B) 	
      an additional 25% of the Cardero Shares subject to such
      Coalhunter Option will be vested at 12 months following the Effective
      Date; and

	 	 	 	 	 
	 			(C) 	
      the balance of the Cardero Shares subject to such
      Coalhunter Option will be vested at 18 months following the Effective
      Date;

	 	 	 	 	 
	 	(i) 	
      in accordance with the terms of the Coalhunter Options,
      each outstanding Coalhunter Option held by a person that will not,
      following the Effective Date, be eligible to hold an incentive stock
      option under the Cardero Share Option Plan will become exercisable for
      Cardero Shares in accordance with the terms of such Coalhunter Option and
      then immediately be deemed to be acquired by Cardero at the Effective Date
      for cash in an amount equal to the product of: (A) the difference between
      the exercise price of the Coalhunter Option and $1.52 multiplied by (B)
      the number of Coalhunter Shares subject to such Coalhunter Option;
    and

	 	 	 	 	 
	 	(j) 	
      if prior to the Effective Time, the TSX has: (i) not
      accepted notice with respect to the issuance of Cardero Shares on exercise
      of any Coalhunter Option then outstanding; or (ii) imposed
  escrow, pooling or resale restrictions on such
Coalhunter Option (or the underlying Cardero Shares) (collectively, the
“Restricted Securities”), each such Coalhunter Option will become
exercisable for Cardero Shares in accordance with the terms of such Coalhunter
Option and then immediately be deemed to be acquired by Cardero at the Effective
Date for cash in an amount equal to the product of: (A) the difference between
the exercise price of the Coalhunter Option and $1.52 multiplied by (B) the
number of Coalhunter Shares subject to such Coalhunter Option.







A - 5

ARTICLE 4 
RIGHTS OF DISSENT

	4.1 	Grant of Rights of Dissent



Notwithstanding Section 3.1, pursuant to the Interim Order,
each Coalhunter Shareholder is permitted to exercise a right of dissent (the
“Dissent Right”) under Division 2 of Part 8 of the BCBCA in respect of
the Arrangement.

	4.2 	Dissent Procedures 


Further to the Interim Order, a Coalhunter Shareholder holder
who wishes to exercise his, her or its Dissent Right must strictly follow, and
will be subject to, the Dissent Procedures set out in Division 2 of Part 8 of
the BCBCA.

ARTICLE 5 
CARDERO CERTIFICATES

	5.1 	Letter of Transmittal




	 	(a) 	
      Coalhunter will cause the Letter of Transmittal to be
      sent to each Coalhunter Shareholder prior to the Coalhunter
  Meeting.

	 	 	 
	 	(b) 	
      Any deposit of a Letter of Transmittal and accompanying
      certificates, or other documentation as provided in the Letter of
      Transmittal, may be made at any of the offices of the Depositary specified
      in the Letter of Transmittal.




	5.2 	Right to Cardero Shares




	 	(a) 	
      Cardero will, as soon as practicable following the later
      of the Effective Date and the date of deposit with the Depositary of a
      duly completed Letter of Transmittal and the certificates representing the
      Coalhunter Shares or other documentation as provided in the Letter of
      Transmittal, cause the Depositary to:

	 	 	 	 
	 		(i) 	
      forward or cause to be forwarded by first class mail
      (postage prepaid) to the former Coalhunter Shareholder at the address
      specified in the Letter of Transmittal; or

	 	 	 	 
	 		(ii) 	
      if requested by the former Coalhunter Shareholder in the
      Letter of Transmittal, to make available at the Depositary for pick-up by
      the former Coalhunter Shareholder; or

	 	 	 	 
	 		(iii) 	
      if the Letter of Transmittal neither specifies an address
      nor contains a request as described in (ii), to forward or cause to be
      forwarded by first class mail (postage prepaid) to the former Coalhunter
      Shareholder at the address of such holder as shown on the share register
      maintained by or on behalf of Coalhunter,

	 	 	 	 
	 			
      certificates representing the number of Cardero Shares
      issuable to such former Coalhunter Shareholder as determined in accordance
      with the provisions hereof.

	 	 	 	 
	 	(b) 	
      Each former Coalhunter Shareholder entitled in accordance
      with Section 3.1 to receive Cardero Shares will be deemed to be the
      registered holder for all purposes as of the Effective Date of the number
      of Cardero Shares to which such former Coalhunter Shareholder is entitled.
      All dividends paid or other distributions made on or after the
      Effective Date on or in respect of any Cardero Shares which a former
      Coalhunter Shareholder is entitled to receive pursuant to this Plan of
      Arrangement, but for which a certificate has not yet been delivered to
      such former Coalhunter Shareholder in accordance with Section 5.2(a), will
      be paid or made to such former Coalhunter Shareholder when such
      certificate is delivered to such person in accordance with Section
  5.2(a).







A - 6

	 	(c) 	
      Subject to Article 3, after the Effective Date, any
      certificate formerly representing Coalhunter Shares will represent only
      the right to receive Cardero Shares pursuant to Section 3.1 or to be paid
      the fair value for the Coalhunter Shares pursuant to Section 3.2 and any
      dividends or other distributions to which the former Coalhunter
      Shareholder is entitled under Section 5.2(b) and any such certificate
      formerly representing Coalhunter Shares not duly surrendered on or prior
      to the sixth anniversary of the Effective Date will cease to represent a
      claim or interest of any kind or nature, including a claim for dividends
      or other distributions under Section 5.2(b), against Cardero or Coalhunter
      by a former Coalhunter Shareholder. On such date, all Cardero Shares to
      which the former holder of such certificates was entitled will be deemed
      to have been surrendered to Cardero.





	5.3 	Illegality of Delivery of Cardero Shares
    


Notwithstanding the foregoing, if it appears to Cardero that it
would be contrary to applicable law to issue Cardero Shares pursuant to the
Arrangement to a person that is not a resident of Canada, the Cardero Shares
that otherwise would be issued or transferred, as the case may be, to that
person will be issued or transferred, as the case may be, and delivered to the
Depositary for sale or exercise (as applicable) by the Depositary on behalf of
that person. The Cardero Shares delivered to the Depositary will be pooled and
sold or exercised as soon as practicable after the Effective Date, on such dates
and at such prices as the Depositary determines in its sole discretion. The
Depositary will not be obligated to seek or obtain a minimum price for any of
the Cardero Shares sold or exercised by it. Each such person will receive a pro
rata share of the cash proceeds from the sale or exercise of the Cardero Shares
sold or exercised by the Depositary (less commissions, other reasonable expenses
incurred in connection with the sale or exercise and any amount withheld in
respect of Canadian taxes) in lieu of the Cardero Shares. The net proceeds will
be remitted in the same manner as set forth in this Article 5. None of
Coalhunter, Cardero or the Depositary will be liable for any loss arising out of
any such sales or exercise.

	5.4 	Withholding Rights 


Coalhunter, Cardero and the Depositary will be entitled to
deduct and withhold from all payments, deliveries or other distributions
otherwise payable to any Coalhunter Shareholder or Coalhunter Option holder such
amounts as Coalhunter, Cardero or the Depositary is required or permitted to
deduct and withhold with respect to such payment under the Tax Act, the Code or
any provision of any applicable federal, provincial, state, local or foreign tax
law or treaty, in each case, as amended. To the extent that the withheld amount
may be reduced (e.g., based on paragraph 153(1.01)(a) of the Tax Act) as
permitted under applicable tax law, Coalhunter, Cardero and the Depositary, as
the case may be, shall, acting reasonably, withhold on the lower amount. To the
extent that amounts are so withheld, such withheld amounts will be treated for
all purposes hereof as having been paid to the Coalhunter Shareholder or
Coalhunter Option holder in respect of which such deduction and withholding was
made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority.

The parties acknowledge that each of Cardero, Coalhunter and
the Depositary shall be permitted to sell that number of Cardero Shares issuable
to the former Coalhunter Shareholders or Coalhunter Option holders as necessary
to fund such required deduction or withholding pursuant to this Section 5.4,
including the costs associated with selling, and such former Coalhunter
Shareholder or Coalhunter Option holder shall will be entitled to the balance of
the Cardero Shares to such former Coalhunter Shareholder or Coalhunter Option
holder.

	5.5 	Lost Certificates 


If any certificate which prior to the Effective Date
represented outstanding Coalhunter Shares which were exchanged pursuant to
Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming such certificate to be lost, stolen or
destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, certificates
representing Cardero Shares deliverable in respect thereof as determined in
accordance with Section 3.1. When seeking such certificate in exchange for any
lost, stolen or destroyed certificate, the person to whom certificates
representing Cardero Common Share are to be issued will, as a condition
precedent to the issuance thereof, give a bond satisfactory to Cardero and its
transfer agent, in such sum as Cardero may direct or otherwise indemnify Cardero
and its transfer agent in a manner satisfactory to Cardero and its transfer
agent against any claim that may be made against Cardero or its transfer agent
with respect to the certificate alleged to have been lost, stolen or
destroyed.




A - 7

ARTICLE 6 
AMENDMENT

	6.1 	Amendment of Plan of Arrangement
  



	 	(a) 	
      Coalhunter and Cardero reserve the right to amend, modify
      and/or supplement this Plan of Arrangement at any time and from time to
      time, provided that any amendment, modification or supplement must be
      contained in a written document which is filed with the Court and, if made
      following the Coalhunter Meeting, approved by the Court and communicated
      to Coalhunter Shareholders in the manner required by the Court (if so
      required).

	 	 	 
	 	(b) 	
      Any amendment, modification or supplement to this Plan of
      Arrangement may be proposed by Coalhunter and Cardero, jointly, at any
      time prior to or at the Coalhunter Meeting with or without any other prior
      notice or communication and, if so proposed and accepted by the persons
      voting at the Coalhunter Meeting, will become part of this Plan of
      Arrangement for all purposes.

	 	 	 
	 	(c) 	
      Any amendment, modification or supplement to this Plan of
      Arrangement which is approved or directed by the Court following the
      Coalhunter Meeting will be effective only if it is consented to by
      Coalhunter and Cardero (acting reasonably).

	 	 	 
	 	(d) 	
      This Plan of Arrangement may be withdrawn prior to the
      Effective Date in accordance with the terms of the Arrangement
      Agreement.

	 	 	 
	 	(e) 	
      Notwithstanding the foregoing provisions of this Section
      6.1, no amendment, modification or supplement to this Plan of Arrangement
      may be made prior to the Effective Date except in accordance with the
      terms of the Arrangement Agreement.




	6.2 	Amendment of Plan of Arrangement
  


This Plan of Arrangement may be terminated or withdrawn prior
to the Effective Time in accordance with the terms of the Arrangement
Agreement.




SCHEDULE “B”

CARDERO DISCLOSURE SCHEDULE 

This disclosure schedule (the “Cardero Disclosure Schedule”)
has been prepared and delivered by Cardero Resource Corp. (“Cardero”), in
accordance with the Arrangement Agreement dated as of April 18, 2011 (the
“Agreement”) between Cardero and Coalhunter Mining Corporation.

Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

None, other than as disclosed in the Cardero Public Record.




SCHEDULE “D”

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF CARDERO
RESOURCE CORP.

(the “Company”)

WHEREAS the Company has entered into an arrangement
agreement dated April 18, 2011 (the “Arrangement Agreement”) with
Coalhunter Mining Corporation (“Coalhunter”) to complete a transaction
hereby the Company would acquire all of the issued and outstanding common shares
of Coalhunter, including the common shares issuable pursuant to the issued and
outstanding Coalhunter special warrants (the “Coalhunter Shares”) in
exchange for common shares of the Company (“Cardero Shares”) on the basis
of 0.80 of a Cardero Share (the “Share Consideration”) for each
Coalhunter Share, and assume certain outstanding options (“Coalhunter
Options”) and all of the warrants (“Coalhunter Warrants”) exercisable
for Coalhunter Shares, on the terms and conditions set out in the Arrangement
Agreement, as more fully described in the management information circular of the
Company dated Aprilo, 2011 (the “Circular”);

AND WHEREAS the Company, in accordance with Section
611(c) of the Toronto Stock Exchange Company Manual, wishes to obtain the
requisite shareholder approval of the issuance of the Cardero Shares comprising
the Share Consideration and the Cardero Shares made issuable by the assumption
by Cardero of the Coalhunter Options and Coalhunter Warrants in connection with
the Arrangement;

NOW THEREFORE BE IT RESOLVED as an Ordinary Resolution
that:

	1. 	
      The issuance of the Cardero Shares comprising the Share
      Consideration pursuant to the terms of the Arrangement Agreement as
      described in the Circular is hereby approved.

	 	 
	2. 	
      The issuance of the Cardero Shares upon the due exercise
      of the Coalhunter Options and Coalhunter Warrants pursuant to the terms of
      the Arrangement Agreement as described in the Circular is hereby
      approved.

	 	 
	3. 	
      The Arrangement Agreement and all of the transactions
      contemplated therein and the actions of the directors of the Company in
      approving the Arrangement Agreement and the actions of the officers of the
      Company in executing and delivering the Arrangement Agreement and any
      amendments thereto are hereby ratified confirmed and approved.

	 	 
	4. 	
      Any director or officer of the Company is hereby
      authorized and directed to execute or cause to be executed, whether under
      corporate seal of the Company or otherwise, and to deliver or cause to be
      delivered all such documents, and to do or cause to be done all such acts
      and things, as in the opinion of such director or officer may be necessary
      or desirable in connection with the foregoing.

	 	 
	5. 	
      The board of directors of the Company be and it is
      authorized to abandon all or any part of these resolutions at any time
      prior to giving effect thereto.







SCHEDULE “E”

FORM OF ARRANGEMENT RESOLUTION

“RESOLVED, AS A SPECIAL RESOLUTION, that:

	1. 	
      The arrangement (as it may be modified or amended, the
      “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act
      (British Columbia) involving Coalhunter Mining Corporation (“Coalhunter”)
      and Cardero Resource Corp. (“Cardero”), all as more particularly described
      and set forth in the Management Information Circular (the “Information
      Circular”) of Coalhunter dated April *, 2011, is hereby authorized,
      approved and adopted.

	 	 
	2. 	
      The plan of arrangement, (as it may be modified or
      amended, the “Plan of Arrangement”), involving Coalhunter and implementing
      the Arrangement, the full text of which is set out in Appendix B to the
      Information Circular, is hereby approved and adopted.

	 	 
	3. 	
      The arrangement agreement (as it may be modified or
      amended, the “Arrangement Agreement”) between Coalhunter and Cardero dated
      April 18, 2011 between Coalhunter and Cardero, and all transactions
      contemplated therein, the actions of the directors of Coalhunter in
      approving the Arrangement, and the actions of the officers of Coalhunter
      in executing and delivering the Arrangement Agreement and causing the
      performance by Coalhunter of its obligations thereunder, are hereby
      ratified and approved.

	 	 
	4. 	
      Notwithstanding that this resolution may be duly passed
      by securityholders of Coalhunter as required by applicable law or that the
      Arrangement has been approved by the Supreme Court of British Columbia,
      the directors of Coalhunter are hereby authorized and empowered, without
      further notice to, or approval of, the securityholders of Coalhunter to
      (i) amend or terminate the Arrangement Agreement or the Plan of
      Arrangement to the extent permitted by the Arrangement Agreement or the
      Plan of Arrangement, or (ii) not to proceed with the Arrangement or
      otherwise give effect to these resolutions.



Any one director or officer of Coalhunter is hereby authorized
for and on behalf of Coalhunter to execute, with or without the corporate seal,
and deliver all the documents and instruments and do all other things in the
opinion of such director or officer may be necessary or desirable to implement
these resolutions and the matters authorized hereby, such determination to be
conclusively evidenced by the execution and delivery of any such document or
instrument, or the taking of such action.”