VANCOUVER, May 28, 2015 /CNW/ - Cardero Resource Corp. ("Cardero" or the "Company") (TSX: CDU, OTCBB: CDYCF, Frankfurt: CR5) announces that the shareholders of Artha Resources Corporation ("Artha") (TSX.V: AHC) have approved the reverse takeover of Artha by Cardero.
Cardero will sell to Artha all of Cardero's interests in a wholly-owned Argentine subsidiary, Cardero Argentina, S.A. ("Cardero Argentina") in exchange for common shares in the capital of Artha. Cardero Argentina's principal assets include the 100% owned Organullo Gold deposit, located in Salta province, Argentina, the 100% owned former-producing Mina Angela Gold deposit, located in Chubut province, southern Argentina, and an extensive proprietary exploration data-set covering northwestern and west-central Argentina.
Following final approval of the Acquisition from the TSX-V, Artha will acquire all of the issued and outstanding Cardero Argentina shares held by Cardero in consideration for the consideration shares; the trading halt will be lifted; the previously announced $950,000 concurrent financing will close; Artha's management will change, and Artha will change its name to Centenera Mining Corporation ("Centenera") with the trading symbol CTA.
On closing, Cardero will own 23,743,781 shares in Centenera or approximately 54.46% of issued and outstanding stock. Closing is expected to occur on or before June 15, 2015.
ABOUT CARDERO RESOURCE CORP.
The common shares of the Company are currently listed on the TSX (symbol CDU), the OTCBB (symbol CDYCF) and the Frankfurt Stock Exchange (symbol CR5). For further details on the Company readers are referred to the Company's web site (www.cardero.com), Canadian regulatory filings on SEDAR at www.sedar.com and United States regulatory filings on EDGAR at www.sec.gov.
On Behalf of the Board of Directors of
CARDERO RESOURCE CORP.
"Hendrik Van Alphen" (signed)
Hendrik Van Alphen, President & Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, business and financing plans and business trends, are forward-looking statements. In addition, information with respect to the timing and completion of the reverse takeover of Artha, shares issuances, changes to management and exploration activities and developments. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market for, and pricing of, any mineral products the Company, the inability of the Company to produce minerals from their properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company's 2011 Annual Information Form filed with certain securities commissions in Canada and the Company's annual report on Form 40-F filed with the United States Securities and Exchange Commission (the "SEC"), and other information released by the Company and filed with the appropriate regulatory agencies. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.comand its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.
This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.
SOURCE Cardero Resource Corp.
For further information: Contact Information: Hendrik Van Alphen, Direct Tel: 604 638-3882; General Contact: Email:
info@cardero.com, Toll Free: 1-888-770-7488, Tel: 604 408-7488, Fax: 604 408-7499
