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Cardero Resource Corp. (CDY) Subsidiary Announces Entrance Into A Letter Of Intent To Acquire Interests On Sheini Hills Project

|Includes: CF Industries Holdings, Inc. (CF)

Cardero Resource announced that it has been advised by its subsidiary, Cardero Iron Ore (BVI) Ltd. (the "Vendor"), that it has entered into a Letter of Intent dated April 20, 2012, with T.M.T. Resources Inc. ("TMT"), a company listed on the NEX board of the TSX Venture Exchange, with respect to the acquisition by TMT from the Vendor of all of the issued and outstanding shares of its subsidiary, Cardero Iron Ore Ghana (BVI) Ltd. ("Acquireco") and an outstanding shareholder's loan payable by Acquireco to the Vendor. Acquireco's wholly-owned subsidiary, Cardero Ghana Ltd. is party to certain joint ventures with Emmaland Resources on the Sheini Hills Iron Project, located in the Zabzugu-Tatale District in the Northern Region of the Republic of Ghana (the "Sheini Hills Project").

On closing, TMT must issue 30,000,000 common shares to the Vendor, as well as a cash payment of CAD 10,000,000 to the Vendor, in consideration for the acquisition of Acquireco and the shareholder's loan. TMT will also be making an additional cash payment to the Vendor equal to the total expenditures incurred and paid for by Cardero Ghana within the work program currently in place on the Sheini Hills Project. After the closing of the acquisition, TMT will make the outstanding payments under the joint ventures and complete the mandatory expenditures under the prospecting licenses comprised in the Sheini Hills Project. Details on the aforementioned payments and expenditures can be found in news release NR12-03, January 23, 2012.

Once the acquisition is completed, TMT's Board of Directors and management will be overhauled, presumably with a number of current directors and officers at Cardero Resource. Details on this reconstitution will be released as they become available.

There are several conditions that must be met regarding the completion of the acquisition, including settlement and execution of formal documentation, the completion by TMT of a non-brokered private placement to raise at least CAD 18,600,000, the acceptance for filing by the TSX Venture Exchange of the Acquisition on behalf of TMT, and, as may be required by the TSX Venture Exchange, approval by the disinterested shareholders of TMT. It must be noted that the transaction cannot close until all required approvals are obtained and conditions met.

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