Cardero Resource Corp.: Exhibit 4.4 - Filed by newsfilecorp.com





UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •, 2012. 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON
THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE
TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE,
AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD
DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX. 

[NTD: if Warrant is issued to or for the account or
benefit of a U.S. person (as defined below) or a person in
the United States, add the following two legends:] 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S
UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE,
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE
LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN
OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
“GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR
PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE
APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT. 

	Number of Warrants: n 	Issue Date: •, 2011 (the “Issue Date”)
    
	Certificate No: 2011-Warrant-n 	Expiry Date: •, 2013 (the “Expiry
      Date”) 


WARRANT CERTIFICATE 

CARDERO RESOURCE CORP. 

For value received, n (the “Holder”) is the
registered holder of that number of transferable warrants (the
“Warrants”) of Cardero Resource Corp. (the “Company”) as set forth
above. 




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1.                      
Warrants. Each Warrant shall, subject to the Acceleration Provision (as
defined below), entitle the holder thereof to purchase one common share of the
Company (a “Share”) as constituted on the Issue Date, at a price of $1.25
per Share until 4:00 pm (Vancouver time) on the date that is 12 months from the
Issue Date.

If, at any time from the date that is four months after the
Issue Date until the expiry date of the Warrants, the daily volume-weighted
average trading price of the Shares on the Toronto Stock Exchange exceeds $1.75
for at least 10 consecutive trading days, the Company may, within 30 days, give
an expiry acceleration notice to the holders of the Warrants and, if it does so,
the Warrants will, unless exercised, expire on the thirtieth day after the
acceleration notice is given (the “Acceleration Provision”). 

2.                     
 Transferable. Subject to the provisions hereof, applicable
securities legislation and the rules, policies, notices and orders issued by
applicable securities regulatory authorities, including the Toronto Stock
Exchange, NYSE Amex LLC, or such other stock exchange as the Shares may then be
listed and posted for trading on (any such stock exchange, the
“Exchange”), the Warrants evidenced hereby (or any portion thereof) may
be assigned or transferred by the holder by duly completing and executing the
Transfer Form attached hereto as Schedule “B”. The rights and obligations of the
parties hereunder shall be binding upon and enure to the benefit of their
successors and permitted assigns. 

3.                      
Warrants Exercise Procedure. This Warrant may be exercised at any time
prior to the Expiry Date by surrendering the original of this Warrant
certificate at the offices of the Company set out in subsection 16(g) hereof
together with a subscription form in the form attached as Schedule “A” hereto
duly completed and executed, such additional documents as may be contemplated
thereby, and a certified cheque, bank draft or money order in lawful money of
Canada payable to or to the order of the Company.

4.                      
Partial Exercise. The Holder may subscribe for and purchase less than the
full number of Shares entitled to be subscribed for and purchased hereunder. In
the event that the Holder subscribes for and purchases less than the full number
of Shares entitled to be subscribed for and purchased under this Warrant
certificate prior to the Expiry Date, the Company shall issue a new Warrant
certificate to the Holder in the substantially the same form as this Warrant
certificate with appropriate changes to reflect the unexercised balance of the
Warrants. 

5.                      
Delivery of Shares. Within five business days of receipt by the Company
of this Warrant certificate in accordance with, and the documents and payment
noted in, Section 3, the Company will deliver a certificate(s) representing the
Shares subscribed for and purchased by the Holder hereunder, and a replacement
Warrant certificate, if any. 

6.                      
No Rights of Shareholders. Nothing contained in this Warrant certificate
shall be construed as conferring upon the Holder any right or interest
whatsoever as a holder of Shares of the Company or any other right or interest
except as herein expressly provided. 

7.                      
Adjustment of Subscription and Purchase Rights. The rights evidenced by
this Warrant certificate are to purchase Shares. If there shall, prior to the
exercise of any of the rights evidenced hereby, be any (i) reorganization of the
authorized capital of the Company by way of consolidation, merger, sub-division,
amalgamation, arrangement, reclassification or otherwise; (ii) transfer, sale,
lease or exchange of the undertaking or assets of the Company as an entirety or
substantially as an entirety to another person; (iii) the payment of any stock
dividends (other than in the ordinary course of business); (iv) a special
distribution or rights offering; (v) the change or exchange of the Shares into
or with another security; or (vi) any similar event or transaction not
specifically contemplated by this Section 7 as determined by the Company in its
sole discretion (collectively, a “Reorganization”), then there shall,
subject to the consent of the Exchange (if required), automatically be an
adjustment, as applicable, in (A) the number of Shares of the Company which may
be issued pursuant hereto and/or the exercise price for the Shares, by
corresponding amounts if applicable, and/or (B) the kind and aggregate number of
shares or other securities or property resulting from the Reorganization, so
that the rights evidenced hereby shall thereafter be as reasonably as possible
equivalent to the rights originally granted hereby and such that the Holder,
upon exercise of this Warrant following the effective date of the
Reorganization, shall receive the kind and type of shares, securities or
property the Holder would have been entitled to receive if, on the effective
date thereof, the Holder had been the registered holder of the number of Shares
which the Holder was theretofore entitled to purchase or receive upon the
exercise of this Warrant certificate. In accordance with this certificate, the
Company will make adjustments as it considers necessary and equitable acting in
good faith, subject to any approvals required by the Exchange. If at any time a
dispute arises with respect to adjustments provide for herein, such dispute will
be conclusively determined by the Canadian auditors of the Company or if they
are unable or unwilling to act, by such other firm of Canadian independent
chartered accountants as may be selected by the directors of the Company and any
such determination, absent manifest error, will be binding upon the Company, the
Holder and shareholders of the Company. The Company will provide such auditors
or accountants with access to all necessary records of the Company and fees
payable to such accountants or auditors will be paid by the Company. 




- 3 - 

8.                     
 No Fractional Shares. The Company shall not be required to issue
fractional Shares upon the exercise of the Warrants evidenced hereby and the
Holder shall not be entitled to any cash payment or compensation in lieu of a
fractional Share. 

9.                      
Legending of Shares. 

The Warrants have been, and the Shares will be, issued pursuant
to an exemption (an “Exemption”) from the registration and prospectus
requirements of applicable securities law. To the extent that the Company relies
on such Exemption, the Shares may be subject to restrictions on resale and
transferability contained in applicable securities laws. 

The Holder hereby agrees and consents by acceptance hereof that
the certificate or certificates representing the Shares issued before the date
that is four months and one day from the Issue Date upon exercise of the
Warrant, shall be impressed with a legend in the following form: 

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[Insert the date that is four months and one day from the Issue Date] 

THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID
SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT
FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX 

This Warrant and the Shares issuable upon exercise hereof have
not been registered under the United States Securities Act of 1933, as amended
(the “1933 Act”), or the securities laws of any state of the United
States. Accordingly, this Warrant and the Shares issuable upon exercise hereof
may not be offered or sold, directly or indirectly, in the United States except
pursuant to registration under the 1933 Act and the applicable securities laws
of all applicable states or available exemption therefrom. This Warrant may not
be exercised by or on behalf of a U.S. person or person in the United States
unless this Warrant and the securities issuable upon exercise of this Warrant
have been registered under the 1933 Act and the applicable securities
legislation of any such state or an exemption from such registration
requirements is available. “United States” and “U.S. person” are as defined by
Regulation S under the 1933 Act. The Holder hereby agrees and consents by
acceptance hereof that all certificates representing Shares acquired upon
exercise of this Warrant by, or for the account or benefit of, U.S. persons or
persons in the United States shall have the following legend: 

THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933
ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER
HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR
OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA. 




- 4 - 

provided, that if the Shares are being sold under clause (B)
above, at a time when the Company is a “foreign issuer” as defined in Rule 902
of Regulation S under the 1933 Act, the legend set forth above may be removed by
providing a declaration to the Company and its registrar and transfer agent in
the form attached hereto as Schedule “C” or such other evidence of exemption as
the Company or its registrar and transfer agent may from time to time prescribe
(which may include an opinion satisfactory to the Company and its registrar and
transfer agent), to the effect that the sale of the Shares is being made in
compliance with Rule 904 of Regulation S under the 1933 Act; provided further,
that if any of the Shares are being sold pursuant to Rule 144 of the 1933 Act
and in compliance with any applicable state securities laws, the legend may be
removed by delivery to the Company’s registrar and transfer agent of an opinion
satisfactory to the Company and its registrar and transfer agent to the effect
that the legend is no longer required under applicable requirements of the 1933
Act or state securities laws. 

10.                     Change;
Waiver. Subject to the approval of the Exchange (if required), the
provisions of these Warrants may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
in writing by the Company and the Holder. 

11.                    
No Obligation to Purchase. Nothing herein contained or done pursuant
hereto shall obligate the Holder to purchase or pay for or the Company to issue
any Shares except those Shares in respect of which the Holder shall have
exercised its right to purchase in the manner provided hereunder. 

12.                     Covenants.


	 	(a) 	
      The Company covenants that (i) so long as any Shares
      evidenced hereby remain outstanding, it shall reserve and there shall
      remain unissued out of its authorized capital a sufficient number of
      Shares to satisfy the right of purchase provided for herein should the
      Holder determine to exercise its rights in respect of all the Shares
      available for purchase and issuance under outstanding Warrants, and (ii)
      all Shares which shall be issued upon the due exercise of the right to
      purchase provided for herein, upon payment therefor of the amount at which
      such Shares may at the time be purchased pursuant to the provisions
      hereof, shall be issued as fully paid and non-assessable common shares in
      the capital of the Company and free of all liens, charges and
      encumbrances.

	 	 	 
	 	(b) 	
      The Company will maintain the listing of its Shares on
      the Toronto Stock Exchange and NYSE Amex LLC up to and including the
      Expiry Date, provided the foregoing shall not, in any manner, preclude the
      Company from pursuing or completing a transaction that would result in the
      delisting of the Shares from the Toronto Stock Exchange or NYSE Amex LLC
      where the board of directors of the Company, acting in good faith and in
      accordance with applicable laws, determines that such a transaction is in
      the best interests of the Company.



13.                     Successor Corporations. The Company will not effect
any Reorganization which could result in a successor to the Company unless prior
to or simultaneously with the consummation thereof, the entity succeeding the
Company acknowledges in writing that it is bound by and will comply with the
provisions set forth in this Warrant certificate. 

14.                    
Representations and Warranties. 

	 	(a) 	
      The Company hereby represents and warrants with and to
      the Holder that the Company is duly authorized and has the corporate and
      lawful power and authority to create and issue this Warrant certificate
      and the Shares issuable upon the exercise hereof and perform its
      obligations hereunder and that this Warrant certificate represents a
      valid, legal and binding obligation of the Company enforceable in
      accordance with its terms.

	 	 	 
	 	(a) 	
      The Company has applied to the Toronto Stock Exchange and
      NYSE Amex LLC to list all Shares issuable upon the exercise of the
Warrants and the Company has received conditional listing approval from
the Toronto Stock Exchange and approval from NYSE Amex LLC in respect thereof. 







- 5 - 

15.                     Lost
Certificate. If this Warrant certificate becomes stolen, lost, mutilated or
destroyed, the Company may, on such terms as it may in its discretion impose,
respectively issue and countersign a new Warrant certificate of like
denomination, tenor and date as the Warrant certificate so stolen, lost,
mutilated or destroyed. 

16.                   
 General. 

	 	(a) 	
      The headings in this certificate are for reference only
      and do not constitute terms of the Warrant certificate.

	 	 	 
	 	(b) 	
      Whenever the singular or masculine is used in this
      Warrant certificate the same shall be deemed to include the plural or the
      feminine or the body corporate as the context may require.

	 	 	 
	 	(c) 	
      This Warrant certificate shall enure to the benefit of
      and be binding upon the parties hereto and their respective successors and
      assigns.

	 	 	 
	 	(d) 	
      Time shall be of the essence of this Warrant
      certificate.

	 	 	 
	 	(e) 	
      This Warrant shall be governed by and construed in
      accordance with the laws of the Province of British Columbia and the
      federal laws of Canada applicable therein, without reference to its
      principles governing the choice or conflict of laws. The Company and the
      Holder hereby irrevocably attorn and submit to the exclusive jurisdiction
      of the courts of the Province of British Columbia, sitting in the City of
      Vancouver, with respect to any dispute related to or arising from this
      Warrant certificate.

	 	 	 
	 	(f) 	
      All references herein to monetary amounts are references
      to lawful money of Canada.

	 	 	 
	 	(g) 	
      All notices or other communications to be given to the
      Holder by the Company under this Warrant certificate shall be delivered by
      hand, courier, ordinary prepaid mail, facsimile or electronic mail; and,
      if delivered by hand, shall be deemed to have been given on the delivery
      date, if delivered by ordinary prepaid mail shall be deemed to have been
      given on the fifth day following the delivery date and, if sent by
      facsimile or electronic mail, on the date of transmission if sent before
      5:00 p.m. (local time where the notice is received) on a business day or,
      if such day is not a business day, on the first business day following the
      date of transmission.

	 	 	 
	 		
      Notices to the Holder shall be addressed to the address
      of the Holder set out on the register of warrantholders maintained by the
      Company.

	 	 	 
	 		
      Notices to the Company shall be addressed
  to:



Cardero Resource Corp. 
Suite 2300
– 1177 West Hastings Street 
Vancouver, BC V6E 2K3 

Attention:           
Vice-President and General Counsel 
Fax
Number:        (604) 408-7499 

Each of the Company and the Holder may change its address for
service by notice in writing to the other of them specifying its new address for
service under this Warrant certificate. 




- 6 - 

IN WITNESS WHEREOF the Company has caused this Warrant
certificate to be signed by its duly authorized officer on •, 2011. 

 

CARDERO RESOURCE CORP. 

 

By:
_________________________________________________
          
Authorized Signatory 




SCHEDULE “A”

WARRANT CERTIFICATE SUBSCRIPTION FORM 

Cardero Resource Corp. 
Suite 2300 – 1177 West Hastings
Street 
Vancouver, BC V6E 2K3 


Dear Sirs: 

The undersigned hereby exercises the right to purchase and
hereby subscribes for ___________ Shares of Cardero Resource Corp. (the
“Company”) referred to in the Warrant certificate attached hereto
according to the conditions thereof, and herewith makes payment of the purchase
price in full for the Shares. 

In connection with the exercise of the Warrant certificate, the
undersigned represents as follows: (Please check the ONE box
applicable): 

	[ ]	1. 	
      The undersigned (i) at the time of exercise is not a U.S.
      person, (ii) at the time of exercise is not within the United States,
      (iii) is not exercising any of the Warrants represented by this Warrant
      certificate for the account or benefit of any U.S. person or person within
      the United States, and (iv) did not execute or deliver this Subscription
      Form in the United States.

	 	 	 
	[ ]	2. 	
      The undersigned (i) purchased the Warrants directly from
      the Company pursuant to a subscription agreement for the purchase of units
      of the Company, (ii) is exercising the Warrants solely for its own account
      or for the account of the original beneficial purchaser, if any, (iii)
      each of it and any beneficial purchaser was on the date the Warrants were
      purchased from the Company, and is on the date of exercise of the
      Warrants, an “accredited investor” (as defined in Rule 501(a) of
      Regulation D under the 1933 Act, as amended by the Dodd-Frank Wall Street
      Reform and Consumer Protection Act) and (iv) the representations,
      warranties and covenants set forth in the written subscription agreement
      for the purchase of units from the Company continue to be true and
      correct.

	 	 	 
	[ ]	3. 	
      The undersigned has delivered to the Company a written
      opinion of U.S. counsel reasonably satisfactory to the Company to the
      effect that the Shares to be delivered upon exercise hereof are exempt
      from registration under the 1933 Act and the securities laws of all
      applicable states of the United States.



“1933 Act” means the United States Securities Act of
1933, as amended. “U.S. person” and “United States” are as defined by
Regulation S under the 1933 Act. 

Certificates representing Shares will not be registered or
delivered to an address in the United States unless Box 2 or Box 3 above is
checked and the requirements in connection therewith have been satisfied. 

Certificates representing Shares issued upon exercise of
Warrants pursuant to Box 2 or Box 3 above will bear a U.S. restrictive legend.


If any Shares represented by this Warrant certificate are not
being exercised, a new Warrant certificate will be issued and delivered with the
Share certificate(s). 




- 2 - 

Please issue and deliver a certificate for the Shares being
purchased as follows: 

	 	NAME: 	 
	 		(please
      print)  
	 	 	 
	 	ADDRESS: 	 
	 	 	 
	 	 	 
	 	  	 
	 	DELIVERY 	 
	 	 	 
	 	 	 


INSTRUCTIONS:

	1. 	
      The registered holder of a Warrant may exercise its right
      to acquire Shares by completing and surrendering this Subscription Form
      and the ORIGINAL Warrant certificate representing the Warrants being
      converted to the Company, together with the aggregate amount of the
      exercise price for the Shares as provided for in the Warrant certificate.
      Certificates representing the Shares to be acquired on exercise will be
      sent by prepaid first class mail to the address(es) above within five
      business days after the receipt of all required documentation, subject to
      the terms of the Warrant certificate.

	 	 
	2. 	
      If this Subscription Form indicates that the Shares are
      to be issued to a person or persons other than the registered holder of
      the Warrants to be converted: (i) the signature of the registered holder
      on this Subscription Form must be medallion guaranteed by an authorized
      officer of a chartered bank, trust company or an investment dealer who is
      a member of a recognized stock exchange, and (ii) the registered holder
      must pay to the Company all applicable taxes and other duties.

	 	 
	3. 	
      If this Subscription Form is signed by a trustee,
      executor, administrator, custodian, guardian, attorney, officer of a
      corporation or any other person acting in a fiduciary or representative
      capacity, this Subscription Form must be accompanied by evidence of
      authority to sign satisfactory to the Company.



DATED this _______ day of
__________________________________, ___________________. 

 

	  	  	(Signature) 
	  	  	  
	  	) 	 
    
	Signature of Witness 	) 	Signature of registered holder or Signatory
      thereof 
	[Please Note Instruction 2] 	) 	  
	  	) 	 
    
	  	) 	If applicable, print Name and Office of
      Signatory 
	Print name of Witness 	) 	  
	  	) 	 
    
	  	) 	Print Name of registered holder as on
      certificate 
	  	) 	  
	  	) 	 
    
	  	) 	Street Address 
	  	) 	  
	  	) 	 
    
	  	) 	City, Province/State and Postal/ZIP Code
  






SCHEDULE “B”
WARRANT CERTIFICATE TRANSFER FORM



Cardero Resource Corp. 
Suite 2300 – 1177 West Hastings
Street 

  Vancouver, BC V6E 2K3 

Dear Sirs: 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

	NAME: 	
	 	(please print) 
	 	  
	ADDRESS: 	
	 	 
	 	 


__________________________________of the Warrants of Cardero
Resource Corp. (the “Company”) registered in the name of the undersigned
represented by the within certificate and hereby appoints
____________________________as its attorney with full power of substitution to
transfer the said Warrants on the register of warrantholders maintained by the
Company. 

[ ]           If
the transfer is to, or for the account or benefit of, a U.S. person or person in
the United States (as such terms are defined in Rule 902 under the United States
Securities Act of 1933, as amended (the “1933 Act”)), check this box.


DATED this _________ day of ______________________,
20__.

	 	 	 
	Signature Guaranteed 	 	Name of Holder 
	 	 	 
	 	 	 
	 	 	 
	Name of Authorized Representative 	 	Signature of Holder or Authorized
      Representative 
	 	 	 
	 	 	 
	 	 	 
	Title or Capacity or Authorized Representative 	 	Daytime Phone Number of Holder or Authorized
      Representative 


INSTRUCTIONS

	1. 	
      The registered holder of a Warrant may transfer its right
      to acquire Shares in accordance with the Warrant certificate by completing
      and surrendering this Transfer Form and the ORIGINAL Warrant certificate
      representing the Warrants being transferred to the Company.

	 	 
	2. 	
      The signature to this transfer must correspond with the
      name as recorded on the Warrant certificate in every particular without
      alteration or enlargement or any change whatever, or accompanied by stock
      powers of attorney satisfactory to the Company. The signature of the
      registered holder on this Transfer Form must be medallion guaranteed by an
      authorized officer of a chartered bank, trust company or an investment
      dealer who is a member of a recognized stock
exchange.







- 2 - 

	3. 	
      Warrants shall only be transferable in accordance with
      the provisions of the Warrant certificate, applicable laws and the rules
      and policies of any applicable stock exchange. Without limiting the
      foregoing, if the Warrant certificate bears a legend restricting the
      transfer of the Warrants except pursuant to an exemption from registration
      under the 1933 Act, this Transfer Form must be accompanied by a properly
      completed and executed Declaration for Removal of U.S. Legend in the form
      attached to the Warrant certificate as Schedule “C” or such other evidence
      of exemption as the Company or its registrar and transfer agent may from
      time to time prescribe (which may include an opinion satisfactory to the
      Company and its registrar and transfer agent), or a written opinion of
      counsel or other evidence of exemption as is satisfactory to the Company
      that the transfer complies with the 1933 Act and applicable state
      securities laws.







SCHEDULE “C” 

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

	
      To: 
	
      Computershare Investor Services Inc., as Registrar and
      Transfer Agent for the Shares of Cardero Resource Corp. (the “Company”).
      



And To: The Company 

The undersigned (a) acknowledges that the sale of the
securities of the Company to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the “1933 Act”) and (b) certifies that (1) the undersigned is
not an “affiliate” of the Company (as that term is defined in Rule 405 under the
1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States, or (B) the
transaction was executed in, on or through the facilities of the Toronto Stock
Exchange and neither the seller nor any person acting on its behalf knows that
the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace such securities with fungible unrestricted securities of the
Company and (6) the contemplated sale is not a transaction, or part of a series
of transactions which, although in technical compliance with Regulation S, is
part of a plan or scheme to evade the registration provisions of the 1933 Act.
Terms used herein have the meanings given to them by Regulation S under the 1933
Act. 

	  	 	X 
	  	 	Authorized signatory (if Holder is not
      an 
	Date 	 	individual) 
	  	 	  
	  	 	  
	X 	 	Name of authorized signatory (please
      print) 
	  	 	  
	Signature of individual (if Holder is an individual)
    	 	 
    
	  	 	Official capacity of authorized signatory

	  	 	(please print) 
	Name of Holder (please print)