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AMEX Corporate Governance
 
The common shares of Cardero Resource Corp. (the "Company") are listed on The American Stock Exchange ("AMEX"). Section 110 of the AMEX company guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to AMEX standards is as follows:
Shareholder Meeting Quorum Requirement: The AMEX minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a company listed on AMEX
is required to state its quorum requirement in its bylaws. The Company's quorum requirement is set forth
in its articles. The Company's articles provide that the quorum for the transaction of business at a meeting
of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate,
hold at least 5% of the issued shares entitled to be voted at a meeting.
Proxy Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy statements
for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that
conforms to the proxy rules of the U.S. Securities and Exchange Commission. The Company is a foreign
private issuer as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, and the
equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a),
14(b), 14(c) and 14(f) of such Act. The Company solicits proxies in accordance with applicable rules and
regulations in Canada.
Shareholder Approval Requirements: AMEX requires a listed company to obtain the approval of its
shareholders for certain types of securities issuances, including private placements that may result in the
issuance of common shares (or securities convertible into common shares) equal to 20% or more of
presently outstanding shares for less than the greater of book or market value of the shares. In general,
there is no such requirement under British Columbia law or under the rules of the Toronto Stock Exchange
unless the transaction results in a change of control. The Company will seek a waiver from AMEX's
shareholder approval requirements in circumstances where the securities issuance does not trigger such a
requirement under British Columbia law or under the rules of the Toronto Stock Exchange.
The foregoing are consistent with the laws, customs and practices in Canada.
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