8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 31, 2006
Date of Report (Date of earliest event reported)

NORD RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE	0-26407	85-0212139
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

1 West Wetmore Road, Suite 203
Tucson, Arizona	85705
(Address of principal executive offices)	(Zip Code)

520-292-0266
Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SECTION 5 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 5.02 Entry Into a Material Definitive Agreement

Auramet Trading, LLC (“Auramet”), acting through Nedbank Limited (“Nedbank”), has advanced an additional $1,000,000 loan to Nord Resources Corporation (the “Corporation”). This amount has been added to the outstanding principal under the existing secured loan from Nedbank to the Corporation in the original principal amount of $3,900,000. Auramet had participated in the original loan through the contribution of a then outstanding loan from Auramet to the Corporation in the amount of $1,000,000, dated October 17, 2005.

In connection with the original Nedbank loan, the Corporation had issued a secured promissory note to Nedbank dated November 8, 2005 (the “Original Secured Promissory Note”), which was subsequently amended by a Letter Agreement dated May 5, 2006 and a Modification Agreement dated May 15, 2006. The loan was secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated November 8, 2005 (the “Deed of Trust”), relating to the Corporation’s Johnson Camp property. Also in connection with the original Nedbank loan, Ronald A. Hirsch, Stephen D. Seymour and Nedbank had entered into a Subordination Agreement dated November 8, 2005 (the “Subordination Agreement”) whereby Mr. Hirsch and Mr. Seymour, who are directors of our Corporation, agreed to subordinate their loans to the Corporation in favor of any and all indebtedness of the Corporation with Nedbank.

Upon closing of the additional $1,000,000 advance, the Corporation executed and delivered, among other things: (a) an Amended and Restated Secured Promissory Note dated May 31, 2006, payable to Nedbank in the principal amount of $4,900,000; (b) a First Amendment to Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing; and (c) an Amendment to the Subordination Agreement. The Amended and Restated Promissory Note matures on the earlier of: (a) August 15, 2006; and (b) upon the closing of a registered equity offering by the Corporation which raises not less than $20,000,000. The Corporation will be obligated to make interest-only payments to Nedbank, at an interest rate of 10% per annum (an increase of 1% per annum over the interest rate under the Original Secured Promissory Note), payable monthly. The interest rate would increase to 13% (an increase of 1% per annum over the default rate of interest under the Original Secured Promissory Note) in the event of a default by the Corporation.

In consideration of the additional loan advance, the Corporation has paid to Auramet out of the loan proceeds the sum of $40,000, and has issued to Auramet warrants for the purchase of 250,000 shares of the Corporation’s common stock, exercisable for a period of two years at an exercise price of $1.15 per share, being equal to 110% of the average closing price of the Corporation’s common stock (as quoted on the Pink Sheets LLC) for the 20 trading days prior to the date of the Amended and Restated Secured Promissory Note.

Upon closing, the Corporation received net proceeds of $910,908, after deduction of: Auramet’s fee referred to above; accrued interest on the original principal amount of the Nedbank loan from May 1, 2006 through June 1, 2006, in the amount of $31,092; Nedbank’s legal expenses in connection with the additional advance; and related title recording fees and expenses.

2.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

EXHIBIT NUMBER DESCRIPTION

4.1	Amended and Restated Secured Promissory Note, dated May 31, 2006, payable to Nedbank Limited in the principal amount of $4,900,000.*
4.2	First Amendment to Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated May 31, 2006, among Nord Resources Corporation, First American Title Insurance Company and Nedbank Limited.*
4.3	Amendment to Subordination Agreement, dated May 31, 2006, made for the benefit of Nedbank Limited by Ronald Hirsch and Stephen Seymour.*
4.4	Warrant Certificate issued by Nord Resources Corporation to Auramet Trading, LLC, dated May 31, 2006 representing 250,000 common stock purchase warrants*
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORD RESOURCES CORPORATION
	By:
DATE: May 31, 2006		/s/ John Perry
		John Perry
		Chief Financial Officer

3.

EX-4.1

AMENDED AND RESTATED
SECURED PROMISSORY NOTE

U.S. $4,900,000 May 31, 2006

          FOR VALUE RECEIVED, the undersigned NORD RESOURCES CORPORATION, a company organized under the laws of Delaware (the “Company” or “Borrower”), promises to pay to the order of NEDBANK LIMITED, a limited liability company organized under the laws of the Republic of South Africa (“Holder”), the principal sum of $4,900,000.00, with simple interest accruing daily from the above-referenced date until paid, at a rate of ten percent (10%) per annum. Interest shall be paid monthly in cash on the first day of each month commencing June 1, 2006. Notwithstanding the foregoing, upon the occurrence of a Default and during the continuance of a Default, the principal balance then outstanding shall accrue interest at a rate of thirteen percent (13%) per annum.

          This Promissory Note (the “Note”) is being issued to Holder in connection with a bridge loan (the “Loan”) provided to the Company by Holder.

          The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by acceptance of this Note, agrees:

          1. Maturity Date. The principal balance hereof, and accrued but unpaid interest thereon, shall be due and payable on the earlier of: (a) August 15, 2006; or (b) the closing of a registered equity offering by the Company which raises not less than U.S. $20,000,000.00.

          2. Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company will execute and deliver a new Note of like tenor and date. Any such new Note executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Note so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

          3. Default.

                    (a) Holder may declare the entire unpaid principal and accrued interest on the Note immediately due and payable, by providing written notice to the Company, if any of the following events shall occur (each such event being a “Default”):

(1) the Company shall fail to pay the principal and accrued but unpaid interest of the Note on any date such items are due, provided however, the Company shall have a period of three (3) Business Days from any such date within which cure a Default on an interest payment;

(2)	any representation or warranty made by the Company to Holder herein or in any other document, instrument or agreement executed by the Company in connection with the Loan (as amended or extended from time to time and in effect, each, a “Loan Document,” and collectively, with the Note, the “Loan Documents”) shall fail to be true and correct in any material respect (provided that the Company shall have a period of five (5) Business Days from the date the Company receives written notice thereof from the Holder within which to cure such Default(s));
(3)	the Company shall fail to observe or perform any of the covenants, agreements or obligations (excluding the Company’s obligation to pay principal and interest as provided herein) contained in the Note or any other Loan Document or any other agreement with Holder in any material respect (provided that the Company shall have a period of five (5) Business Days from the date the Company receives written notice thereof from the Holder within which to cure such Default(s));
(4)	the Company shall institute proceedings to be adjudicated bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy Act, or any other applicable federal or state insolvency law, or the consent by the Company, or acquiescence in, the filing of any such petition or in the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the Company, or of any substantial part or its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due;
(5)	within sixty (60) days after the commencement of proceedings against the Company seeking any bankruptcy, insolvency, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or the stay of any such order or proceedings shall thereafter be set aside, or, within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company over of all or any substantial part of the properties of the Company, such appointment shall have not been vacated;
(6)	the Company shall dissolve or take steps toward dissolution;
(7)	final judgments which exceed an aggregate of $100,000 shall be rendered against the Company or its subsidiaries and shall not have been paid, discharged or vacated within forty-five (45) days after entry or filing of such judgments;

(8)

any event of default (as such term is defined under any applicable underlying agreement) of any of the Company’s indebtedness in excess of $75,000 in the aggregate shall occur or any failure of the Company to pay any such indebtedness when due shall occur; and

(9)

the Deed of Trust (as hereinafter defined) shall for any reason (other than pursuant to the terms thereof or by reason of any action taken by the Holder and not with the knowledge of the Borrower or within its power to control) cease to create a valid and perfected (to the extent required thereby or by this Agreement) first priority lien in the Johnson Camp Collateral (as hereinafter defined), or the Company asserts such failure, provided however, the Company shall have a period of ten (10) Business Days within which to cure this deficiency and perfect the Holder’s first priority lien in the Johnson Camp Collateral.

                    (b) Remedies Upon Default. Upon the occurrence, and at any time during the continuance of, any Default, Holder, upon notice in writing to the Company, may declare all unpaid principal of the Note and the interest thereon to be immediately due and payable and the same shall become immediately due and payable upon such declaration and Holder may pursue any remedy available to Holder at law or in equity; provided, however, that in the event of any Default under clauses (4) or (5) above, all unpaid principal hereof and interest hereunder shall automatically become immediately due and payable, without the need for declaration, presentment, demand, protest, or other notice of any kind.

          4. Mandatory Repurchase of Notes. As soon as possible, and in any event within five (5) Business Days after the occurrence of a Mandatory Repurchase Event (as defined below), the Company shall furnish to Holder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event. The occurrence of any such Mandatory Repurchase Event shall constitute an irrevocable offer by the Company to purchase all of the Notes held by Holder, at 101% of the principal amount thereof, on a date to be specified by the Company, which date shall be not less than thirty (30) days nor more than ninety (90) days after the occurrence of such Mandatory Repurchase Event, together with all accrued and unpaid interest on the amount so purchased through the date of purchase. Following receipt of any offer to prepay the Notes hereunder, Holder shall advise the Company, by written notice, within ten (10) days after receipt of such offer, as to whether it desires to sell all, but not less than all of the Notes held by it (in integral multiples of $500,000), specifying the principal amount of the Notes to be sold by it. If Holder accepts such offer but does not specify an amount it wishes to receive, it will be deemed to have elected to sell all of the Notes held by it.

          5. Mandatory Repurchase Event. “Mandatory Repurchase Event” shall mean at any time prior to or after a public offering (i) any person together with all affiliates and associates of such person, shall become the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Directors; or (ii)

persons who constitute the Company’s Board of Directors as of the date hereof cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Company’s Board of Directors; or (iii) the Board of Directors and the stockholders of the Company (if required) shall approve (a) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate at least 51% or more of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (b) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, (c) any plan or proposal for the liquidation or dissolution of the Company, or (iv) the Company terminates the services of Salman Partners without completing an offering of the Company’s capital stock.

          6. Prepayment.

                    (a) Optional Prepayment. The Company may, upon ten (10) days prior written notice to Holder, prepay this Note in whole or in part, but in no event less than $250,000 for each occurrence of a prepayment, at any time without premium or penalty (other than for such premium as is contemplated in Section 4 hereof in connection with a mandatory repurchase of this Note); provided, however, that the Company shall reimburse Holder for any premiums, penalties or other costs incurred by Holder on account of the Company’s prepayment of this Note.

                    (b) Mandatory Prepayment. For so long as this Note shall be outstanding, the Company agrees to apply all funds received by the Company on any of its future borrowings or offerings of equity, including without limitation any financings, debt offerings, offerings of its equity or debt securities, against the outstanding balance due under this Note, except for proceeds of (i) short term unsecured working capital facilities but not in excess of $1,000,000 in the aggregate at any one time, and (ii) purchase money security interest financings used for the acquisition of equipment to be used at the Johnson Camp Mine but not to exceed $250,000 in the aggregate at any one time.

          7. Notices to Holder. So long as this Note shall be outstanding, (i) if the Company shall pay any dividend or make any distribution upon the Common Stock or (ii) if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class of Capital Stock or any other rights or (iii) if any capital reorganization of the Company, reclassification of the Capital Stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to Holder, at least fifteen (15) days prior the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders

of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up. The Company shall also promptly deliver a notice to Holder describing any Default of which it has become aware.

          8. Gross Up. All payments under this Note by Borrower will be made without any deduction or withholding for or on account of any tax or other withholding or deduction unless such tax, deduction or withholding is required by any applicable law then in effect (a “Required Tax, Deduction or Withholding”). If Borrower is so required to deduct or withhold any Required Tax, Deduction or Withholding, then Borrower will promptly notify Holder of such requirement and:

                    (a) pay to the relevant authorities the full amount of the Required Tax, Deduction or Withholding (including the full amount required to be deducted or withheld from any additional amount paid by the Borrower to Holder under this Section 8) promptly upon the earlier of determining that the Required Tax Deduction or Withholding is required or receiving notice that such amount has been assessed against Holder;

                    (b) promptly forward to Holder an official receipt (or a certified copy), or other documentation reasonably acceptable to Holder evidencing such payment to such authorities; and

                    (c) pay to Holder, in addition to the payment to which Holder is otherwise entitled under this Note, such additional amount as is necessary to ensure that the net amount actually received by Holder will equal the full amount Holder would have received had no such Required Tax, Deduction or Withholding been required.

          9. Costs. The Company agrees to reimburse Holder for any reasonable legal fees or other costs associated with this Note or any of the other Loan Documents, but in no event more than Twenty Thousand Dollars ($20,000).

          10. Representations and Warranties. The reports referenced in Schedule 1 hereto were true and correct in all material respects as of their respective dates, there has been no material adverse change in any of the information in the Company’s current report on Form 8-K, filed with the SEC on May 11, 2006 or in the Company’s quarterly report on form 10-QSB for the quarter ended March 31, 2006, filed with the SEC on May 15, 2006 and since November 8, 2005 there has been no material adverse change in the financial condition, results of operations, assets, liabilities or business of the Company which, in the aggregate, has had a material adverse effect on the Company’s business.

          11. Covenants. The Company hereby agrees to observe and fully perform each of the covenants set forth on Schedule 2 hereto.

          12. Conditions Precedent. Prior to the extension of the funds contemplated to be advanced herein, unless waived in writing in advance by Holder, the Company shall have delivered to Holder the following documents, in form and substance satisfactory to Holder, and performed the following undertakings to the satisfaction of Holder:

                    (a) this Note;

                    (b) an amendment to the deed of trust, assignment of rents, security agreement and fixture filing relating to the so-called Johnson Camp Mine, reflecting the terms of this Note;

                    (c) an officer’s certificate of the Company with respect to incumbency and resolutions authorizing the execution and delivery of the Note and the other Loan Documents;

                    (d) a legal opinion of DeConcini McDonald Yetwin & Lacy, P.C., counsel to the Company, in a form similar to the legal opinion given by such firm in connection with the Original Note;

                    (e) a memorandum summarizing the sources and uses of the proceeds of this Note;

                    (f) the Amendment to Subordination Agreement among Ronald A. Hirsch and Stephen D. Seymour and the Company;

                    (g) payment of a closing fee to Auramet Trading, LLC in an amount equal to $40,000;

                    (h) warrants for the purchase of 250,000 shares of the Company’s common stock issued in favor of Auramet Trading, LLC;

                    (i) an amendment to the Policy of Title Insurance issued by First American Title Insurance Company in favor of Nedbank Limited, Policy No. NCS-195098A-PHX6, increasing the amount of insurance to $4,900,000; and

                    (j) such other documents or certificates, and completion of such other matters, as the parties may mutually deem necessary or appropriate in good faith.

          13. Miscellaneous.

                    (a) Waiver and Amendment. Any provision of this Note may be waived, amended or modified only upon the written consent of the Company and Holder.

                    (b) Restriction on Transfer. This Note may only be transferred in compliance with applicable state and federal laws. All rights and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, and administrators of the parties.

                    (c) No Assignment. This Note may be transferred by the Holder, provided that, unless a Default has occurred and is continuing, the Holder shall be obliged to give the Company at least fifteen (15) Business Days’ prior written notice of its intention to transfer this Note. The

Company may not transfer or assign all or any part of this Note without the prior written consent of Holder.

                    (d) Governing Law. This Note shall be governed by the laws of the State of New York.

                    (e) Severability. If any of the provisions of this Note is held invalid, such invalidity shall not affect the other provisions hereof that can be given effect without the invalid provision, and to this end the provisions of this Note are intended to be and shall be deemed severable.

                    (f) Indemnification. The Company agrees to hold harmless, defend and indemnify Holder, its officers, employees, agents and representatives (each, an “Indemnified Party”) from and against any liability, loss, cost, expense, damage claim or cause of action due to or arising out of or in connection with this Note or any other Loan Document in any way, directly or indirectly. The indemnification provided for in the immediately preceding sentence shall not apply to liabilities, losses, costs, expenses, damage, claims or causes of action which may arise as the result of the willful misconduct or gross negligence of the Holder.

                    (g) Notices. All notices and other communications given to or made upon any party hereto in connection with this Note shall, except as otherwise expressly herein provided, be in writing (including telecopy, telefaxed or telegraphic communication) and mailed via certified mail, telefaxed, telegraphed or delivered to the respective parties, as follows:

To the Company:

                   Nord Resources Corporation

                   P.O. Box 384

                   Dragoon, AZ 85609

                   Attn: President

                   Telecopier: (520) 586-7020

With a copy (which shall not constitute notice) to:

                   Lang Michener LLP

                   1500 Royal Centre P. O. Box 11117

                   1055 West Georgia Street

                   Vancouver, British Columbia V6E 4N7

                   Attn: John D. Morrison, Esq.

To Holder

                   Nedbank Limited

                   1^st Floor, Old Mutual Place

                   2 Lambeth Hill

                   London EC4V 4GG

                   Attn: Kevin Ryder

                   Telecopier: 020-7002-3404

And a copy (which shall not constitute notice) to:

                   Fennemore Craig, P.C.

                   3003 North Central Avenue, Suite 2600

                   Phoenix, Arizona 85012

                   Attn: Sarah A. Strunk, Esq.

                   Telecopier: (602) 916-5327

Or in accordance with any subsequent written direction from the recipient party to the sending party delivered in accordance with this Section 13(g). All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon (i) delivery if delivered by hand; (ii) the third (3^rd) Business Day after the date sent, in the case of certified mail; (iii) receipt, in the case of telecopy, or (iv) upon delivery to the telegraph company, charges prepaid, in the case of telegraph.

                    (h) Definitions. The following terms shall have the meanings set forth below.

                    “Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of New York are authorized or required to close.

                    “Common Stock” means the issued and outstanding common stock, par value $.01 per share, of the Company.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its officer, thereunto duly authorized as of this 31^st day of May, 2006.

NORD RESOURCES CORPORATION
By:	/s/John T. Perry
Name:	John Perry
Its:	Sr VP & CFO

SCHEDULE 1
EDGAR FILINGS REFERENCED FOR THE PURPOSES OF SECTION 10 OF
THE AMENDED AND RESTATED PROMISSORY NOTE

Nord Resources Corporation’s annual report on Form 10-KSB for the year ended December 31, 2004, filed with the SEC on January 17, 2006.

Nord Resources Corporation’s current report on Form 8-K, filed with the SEC on January 20, 2006.

Nord Resources Corporation’s quarterly report on Form 10-QSB for the quarter ended March 31, 2005, filed with the SEC on February 3, 2006.

Nord Resources Corporation’s quarterly report on Form 10-QSB for the quarter ended June 30, 2005, filed with the SEC on February 3, 2006.

Nord Resources Corporation’s quarterly report on Form 10-QSB for the quarter ended September 30, 2005, filed with the SEC on February 3, 2006.

Nord Resources Corporation’s current report on Form 8-K dated February 15, 2006, filed with the SEC on February 16, 2006.

Nord Resources Corporation’s annual report on Form 10-KSB for the year ended December 31, 2005, filed with the SEC on March 28, 2006.

Nord Resources Corporation’s current report on Form 8-K, filed with the SEC on May 11, 2006.

Nord Resources Corporation’s quarterly report on Form 10-QSB for the quarter ended March 31, 2006, filed with the SEC on May 15, 2006.

Amendment no. 1 to Nord Resources Corporation’s preliminary proxy statement on Schedule 14A, filed with the SEC on March 27, 2006.

SCHEDULE 2
COVENANTS

          The Company covenants and agrees that for so long as the Note is outstanding or any amounts remain due and payable to Holder hereunder or under any other Loan Document, it shall observe and abide by each of the covenants and agreements contained in this Schedule 2, unless consented to in writing in advance by Holder or otherwise permitted hereunder.

          1.1 Indebtedness. Other than the Indebtedness described in the documents referred to in Schedule I, the Company will not create, incur, assume, or suffer to exist, any Indebtedness, except: (a) this Note (as the same may be extended, increased, renewed or refunded from time to time by mutual agreement of the parties); (b) accounts payable to trade creditors and current operating expenses; or (c) Indebtedness that is subordinated in favor of the Holder.

          1.2 Liens. Without the prior written consent of Holder, which consent may be given or denied at Holder’s sole discretion, other than Permitted Liens (as defined below), the Company will not (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind (each of the foregoing, a “Lien”) upon any of the Property, or upon the income or profits therefrom, except as otherwise permitted herein, transfer any of such Property or the income or profits therefrom for the performance of any other obligation in priority to payment of its general creditors; or (iii) acquire, or agree or have an option to acquire, any Property upon conditional sale or other title retention or purchase money security agreement, device or arrangement. For purposes of this Note, the term “Permitted Liens” means, collectively, (a) Liens existing on the date of this Note and disclosed to Holder in Appendix I to the secured promissory note dated November 8, 2005 by the Company in favour of the Holder (the “Original Note”) and Liens arising pursuant to this Note and the other Loan Documents; (b) Liens for taxes, fees, levies, duties or other governmental charges of any kind, either not yet due or being contested in good faith and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles, provided the same have no priority over any of Holder’s security interests; (c) Liens for landlords, common carriers, warehousemen, mechanics, materialmen, laborers, employees, suppliers or similar Liens arising by operation of law for amounts that are owed but not yet delinquent, provided such Liens do not, in the aggregate, materially detract from the value of the assets of the Company and its subsidiaries or materially impair the use thereof in the operation of the Company’s or its subsidiaries’ business, in each case, taken as a whole, (d) Liens not to exceed $100,000 in the aggregate in any fiscal year incurred solely for the purpose of financing the acquisition of goods or equipment acquired by the Company or any subsidiary in the ordinary course of business, (e) in the case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey of the property would reveal, which in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of any such real property or materially interfere with the ordinary conduct of the Company’s business (Appendix I to the Original Note sets forth such matters of which the Company is currently aware), (f) notifications under the Uniform Commercial Code (as then in

effect in the State of New York) pertaining to operating leases or installment sales contracts entered into in the ordinary course of business not to exceed $100,000 in the aggregate in any fiscal year (Appendix I to the Original Note sets forth such leases or installment contracts existing as of the date thereof), and (g) any other Liens arising from or related to immaterial indebtedness or capital leases of the Company or any subsidiary, not to exceed $25,000 in the aggregate in any fiscal year.

          1.3 Restrictions on Investments. Without Holder’s prior written consent, which consent may be given or denied at Holder’s sole discretion, the Company will not, and will not permit any of its subsidiaries to make or permit to exist or to remain outstanding any Investment except Investments disclosed in the documents referred to in Schedule I and Investments in: (a) cash equivalents; (b) short term indebtedness guaranteed by the United States government with a maturity not exceeding 6 months; (c) inventory purchased in the ordinary course of business; and (d) Investments consisting of loans and advances to employees for travel and other similar expenses in the ordinary course of business not to exceed $10,000 in the aggregate at any time outstanding.

          1.4 Distributions; Restricted Payments. Without Holder’s prior written consent, which consent may be given or denied at Holder’s sole discretion, the Company will not (i) declare, pay or make any Distribution on shares of its Capital Stock or apply any of its funds or Property to the purchase, redemption or other retirement of any shares of its Capital Stock, or of any options to purchase or acquire any Capital Stock of the Company or any of its subsidiaries, except that so long as no Default shall have occurred immediately before or after giving effect to such proposed Distribution any subsidiary may pay cash dividends to the Company; (ii) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or other type of prepayment in respect of any Indebtedness (other than in respect of this Note); or (iii) set aside any funds for any of the foregoing.

          1.5 Merger, Consolidation and Disposition of Assets.

                    1.5.1 Mergers and Acquisitions. Without Holder’s prior written consent, which consent may be given or denied at Holder’s sole discretion, the Company will not become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition except for (a) the merger or consolidation of one or more of the subsidiaries of the Company with and into the Company, provided that no changes are made to the articles of incorporation or bylaws of the Company in connection with such merger or consolidation or (b) any merger or consolidation or asset acquisition or stock acquisition which results in the acquisition of any business division or operation that is in the Company’s current lines of business and that does not result in a change of control of the Company or any subsidiary (for purposes hereof, the term “change of control” shall be deemed to mean a Mandatory Repurchase Event), provided that (i) notwithstanding anything herein to the contrary, only Capital Stock of the Company or a subsidiary of the Company may be used to affect any such transaction, (ii) the value of the Capital Stock issued in connection with any such merger, consolidation or acquisition is not more than the fair market value of the stock or assets being acquired (as determined in the reasonable and good faith judgment of the Company’s Board of Directors or, if thereafter

requested by Holder, at the Company’s sole expense, by a third-party evaluator reasonably acceptable to Holder and having experience in the valuation of assets and businesses in the mining industry generally), and (iii) in the event that any such acquisition is made by any subsidiary of the Company, each such subsidiary executes (i) a guaranty guaranteeing the full and punctual payment in full of all Indebtedness under the Note and any other Loan Documents, (ii) in the case of a stock acquisition, a pledge in favor of Holder of the capital stock or equity acquired by such subsidiary, and (iii) a joinder to the Security Agreement, granting Holder a security interest in the assets acquired by such subsidiary as a result of any such merger, consolidation or acquisition.

                    1.5.2 Disposition of Property. Without Holder’s prior written consent, which consent may be given or denied at Holder’s sole discretion, the Company will not sell, lease or otherwise dispose of any of the Property, including any disposition of the Property as part of a sale and leaseback transaction, to or in favor of any Person, except for sales of inventory made in the ordinary course (including, without limitation, pursuant to any installment, output requirement, offtake or similar agreement with respect to the sale of future production in the ordinary course) to the extent that all net proceeds of any such sale, lease or disposition are applied to permanently reduce the Note in inverse order of maturity.

          1.6 Compliance with Environmental Laws. The Company will not, and will not permit any of its subsidiaries to, (i) use any of the Property or any portion thereof for the handling, processing, storage, generation, manufacture, treatment, production, refining or disposal of hazardous substances, other than in compliance with environmental laws, except where the failure of such compliance would not be reasonably likely to have a material adverse effect upon the financial, business, legal condition or prospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), (ii) cause or permit to be located on any of the Property any underground tank, surface impoundment, lagoons, pits, sumps, or underground storage receptacle for hazardous substances in any manner that would violate any environmental law in any material respects or bring such Property in violation of any environmental law in any material respects, (iii) generate any hazardous substances on any of the Property in any manner that would violate any environmental law or bring such Property in violation of any environmental law, (iv) conduct any activity at any of the Property or use any of the Property in any manner so as to cause a release or threatened release of hazardous substances on, upon or into the Property, or (v) otherwise conduct any activity at any of the Property or use any of the Property in any manner that would violate any environmental law or bring such Property in violation of any environmental law in any material respects, in each case except where such violation would not be reasonably likely to have a Material Adverse Effect.

          1.7 Business Activities. Without the prior written consent of Holder, which consent may be given or denied at Holder’s sole discretion, the Company will not cease engaging in its business or engage directly or indirectly (whether through subsidiaries or otherwise) in any type of business other than the businesses presently or currently planned to be conducted by them and in related lines of businesses.

          1.8 Transactions with Affiliates. Without the prior written consent of Holder, which

consent may be given or denied at Holder’s sole discretion, other than the transactions disclosed in the documents referred to in Schedule I and settlement agreements to be entered into between the Company and Ronald A. Hirsch, Steven D. Seymour and TMD Acquisition Corporation and other than in the Company’s ordinary course of business, the Company will not engage in any transaction with any affiliate (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such affiliate or, to the knowledge of the Company, any person in which any such affiliate has a substantial interest or is an officer, director, partner, member or trustee on terms more favorable to such Person than would have been obtainable on an arm’s-length basis in the ordinary course of business. Notwithstanding the provisions of this Section 1.8 to the contrary, the Company shall not, other than in connection with any transaction or agreement which is permitted hereunder, (A) enter into or consummate any transaction or agreement pursuant to which it becomes a party to any mortgage, note, indenture or guarantee evidencing any Indebtedness of any of its affiliates or otherwise to become responsible or liable, as a guarantor, surety or otherwise, pursuant to an agreement for any Indebtedness of any such affiliate, or (B) make any payment to any of its affiliates in excess of $10,000 without the prior written consent of Holder.

          1.9 Conflicting Agreements. Without the prior written consent of Holder, which consent may be given or denied at Holder’s sole discretion, the Company will not enter into any amendment or other modification to any currently existing contractual obligation, which by its terms materially impairs the ability of the Company to (a) pay the principal of or interest on the Note, or (b) fully satisfy all of its obligations hereunder.

          1.10 Fiscal Year 2004 and Quarterly Financial Statements. Within thirty (30) days following the end of each fiscal quarter while this Note is outstanding, the Company shall deliver to Holder unaudited quarterly financial statements substantially prepared in accordance with GAAP, except for normal recurring year-end adjustments.

          1.11 Monthly Operating Reports. As soon as practicable following the end of each month while this Note is outstanding, the Company shall deliver to Holder a copy of the Company’s monthly operating reports and such other reports as Holder may reasonably request.

          1.12 Notification as to Certain Events. The Company shall notify Holder if the Company becomes aware of any events that may result in a Material Adverse Effect with respect to the Property or the Company’s ability to perform its obligations under the Note.

          1.13 Payment of Accrued Compensation. The Company will not, and will not permit any of its subsidiaries to, pay in cash any of the Indebtedness disclosed in Appendix I, Exceptions to Covenants and Agreement Set Forth in Schedule 2, Section 1.1 (2) of the Original Note.

          1.14 Maintenance of Required Approvals and Consents; Compliance with Laws. The Company will take all action necessary to maintain all approvals and consents necessary with

respect to the operation of its business and the maintenance of the Property. The Company shall comply in all material respects with all applicable laws with respect to the operation of its business and the maintenance of the Property.

          1.15 Certain Definitions. As used herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

          “Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however, designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) including, without limitation, membership interests in a limited liability company and any and all warrants, rights or options to purchase any of the foregoing.

          “Distribution” shall mean (i) the declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of the Company or any subsidiary, other than dividends payable solely in shares of common stock of the Company or such subsidiary; (ii) the purchase, redemption, or other retirement of any shares of any class of Capital Stock of the Company, directly or indirectly through a subsidiary of the Company or otherwise; (iii) the return of capital by the Company or any subsidiary to its stockholders as such; or (iv) any other distribution on or in respect of any shares of any class of Capital Stock of the Company or any subsidiary.

          “Governmental Authority” means any national or federal government, any state, regional, local or other political subdivision thereof with jurisdiction and any person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “Indebtedness” shall mean, without limitation, (i) incurrence of debt arising from the lending of money by any Person to the Company or any of its subsidiaries; (ii) incurrence of debt, whether or not in any such case arising from the lending by any Person of money to the Company or any of its subsidiaries, (A) which is represented by notes payable or drafts accepted that evidence extensions of credit, (B) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, (C) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property, or (D) to the extent not covered by the foregoing clauses (A) through (C), pursuant to any merger, consolidation or acquisition by the Company or any Subsidiary; (iii) incurrence of debt that constitutes a capitalized lease obligation in excess of $50,000; (iv) reimbursement obligations with respect to letters of credit or guaranties of letters of credit; and (v) Indebtedness of the Company or any of its subsidiaries under any guaranty of obligations that would constitute Indebtedness under clauses (i) through (iii) hereof, if owed directly by the Company or any of its subsidiaries.

          “Investments” shall mean all expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of capital stock or Indebtedness of, or for loans, advances,

capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under Indebtedness), or obligations of, any Person.

          “Person” shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated association, business, or other legal entity, and any government or any Governmental Authority.

          “Property” shall mean the Trust Property (as such term is defined in the [Deed of Trust]).

EX-4.2

WHEN RECORDED, RETURN TO:

Fennemore Craig, P.C.
3003 North Central Avenue
Suite 2600
Phoenix, Arizona 85012
Attn: Sarah A. Strunk, Esq.

FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING

          THIS FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter called “Amendment”) is made and entered into to be effective as of the 31^st day of May, 2006, by and among NORD RESOURCES CORPORATION, a Delaware corporation and the successor by merger to Nord Copper Corporation, whose mailing address is P.O. Box 384, Dragoon, AZ 85609, hereinafter called “Trustor,” FIRST AMERICAN TITLE INSURANCE COMPANY, whose mailing address is 2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016, attention Peggy Barber, hereinafter called “Trustee,” and NEDBANK LIMITED, a limited liability company organized under the laws of the Republic of South Africa, whose mailing address is 1^st Floor, Old Mutual Place, 2 Lambeth Hill, London EC4V 4GG, Attn: Kevin Ryder (“Beneficiary”).

R E C I T A L S:

          A. Trustor executed and delivered to Beneficiary that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated November 8, 2005 (the “Deed of Trust”), which was recorded on November 10, 2005, as Instrument No. 051143601 in the Official Records of Cochise County, Arizona.

          B. The Deed of Trust constitutes a part of the security and collateral for a loan (the “Loan”) in the original principal amount of Three Million Nine Hundred Thousand and 00/100 Dollars ($3,900,000.00) to Trustor evidenced by that certain Secured Promissory Note dated November 8, 2005, as amended (the “Note”).

          C. Concurrently with the execution of this Amendment, Trustor is executing an Amended and Restated Secured Promissory Note that, among other things, changes the maturity date in the Note and increases the amount of the Loan to Four Million Nine Hundred Thousand and 00/100 Dollars ($4,900,000.00) (the “Amended and Restated Note”).

          D. Trustor and Beneficiary desire to execute this Amendment to evidence the increase in the Loan and confirm that the security interest granted in the Deed of Trust continues with respect to the Loan, as reflected in the Amended and Restated Note.

          NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Trustor and Beneficiary do hereby amend the Deed of Trust and covenant and agree as follows:

                    1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated herein and made a part hereof the same as if set forth in full in this paragraph. In the event of any conflict between the terms of this Amendment and the Deed of Trust, the terms of this Amendment shall govern and control.

                    2. Security. The parties agree that the Deed of Trust shall continue to secure the repayment of the obligations described therein, as it is amended as contemplated in this Amendment.

                    3. Miscellaneous. This Amendment shall be governed by and construed according to the laws of the State of Arizona. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties may execute this Amendment by signing any counterpart hereof.

[SIGNATURES ON FOLLOWING PAGE]

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          IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties hereto effective as of the date first above written.

TRUSTOR:

NORD RESOURCES CORPORATION, a Delaware corporation and the successor by merger to NORD COPPER CORPORATION

By:	/s/ John T. Perry
Name:	John Perry
Title:	Sr VP CFO

BENEFICIARY:

NEDBANK LIMITED, a limited liability organized under the laws of the Republic of South Africa

By:	/s/ Terry Rust	/s/ Stuart Orton
Name:	Terry Rust	Stuart Orton
Title:	Head of Forfaiting	Manager - Forfaiting

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STATE OF ARIZONA	)
	) ss.
County of Pima	)

The foregoing instrument was acknowledged before me this day of May 25, 2006 by John Perry the CFO of NORD RESOURCES CORPORATION, a Delaware corporation and the successor by merger to NORD COPPER CORPORATION, on behalf of the corporation.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/Wendy Jameson

Notary Public

My commission expires:

November 27, 2009
STATE OF __________________________	)
	) ss.
County of _____________	)

The foregoing instrument was acknowledged before me this nineteenth day of May by TERRY RUST and STUART ORTON, together duly authorized signatories of NEDBANK LIMITED, a limited liability company organized under the laws of the Republic of South Africa, on behalf of the company.


          IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Iain Alexander Rogers
IAIN ALEXANDER ROGERS
Notary Public
London – England
(My Commission Expires With Life)

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EX-4.3

AMENDMENT TO SUBORDINATION AGREEMENT

          This Agreement, dated as of May 31, 2006, is made by RONALD A. HIRSCH, a single man and resident of California, and STEPHEN D. SEYMOUR, a married man and resident of Maryland (collectively, the “Subordinated Creditor”), for the benefit of NEDBANK LIMITED, a limited liability company organized under the laws of the Republic of South Africa (the “Lender”).

          Subordinated Creditor executed that certain Subordination Agreement, dated November 8, 2005 (the “Agreement”), for the benefit of the Lender with respect to certain indebtedness of Nord Resources Corporation, a Delaware corporation (the “Borrower”), owed by Borrower to Lender.

          The Borrower desires to increase its indebtedness to the Lender and the Lender requires, as a condition of such extension of such credit, that the Subordinated Creditor amend the terms of the Agreement to include such additional loan amounts.

          ACCORDINGLY, in consideration of the loans and other financial accommodations that have been made and may hereafter be made by the Lender for the benefit of the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subordinated Creditor hereby agrees as follows:

          1. The following definitions used in the Agreement are deleted in their entirety and replaced with the following:

          “Johnson Camp Mine” shall have the same definition ascribed to this term in the Deed of Trust, Assignment of Rents, and Security Agreement, dated November 8, 2005, as amended by the First Amendment to Deed of Trust, Assignment of Rents, and Security Agreement, dated May 31, 2006.

          “Loan Agreement” shall mean the Amended and Restated Secured Promissory Note, dated May 31, 2006, by and between the Borrower and the Lender, as the same may hereafter be amended, supplemented or restated from time to time.

          2. In the event of a conflict or inconsistency between any term of this Amendment and any term of the Agreement, the terms of this Amendment shall control and prevail.

          3. This Amendment: (a) may be amended only by a writing signed by each of the parties hereto; (b) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument; (c) together with the Agreement, contains the entire agreement of the parties with respect to the matters contemplated hereby and

supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions; (d) is governed by, and will be construed and enforced in accordance with, the laws of the State of Arizona, without giving effect to any conflict of laws rules; and (e) is binding upon, and will inure to the benefit of, the parties and their respective heirs, successors and permitted assigns.

[SIGNATURES ON FOLLOWING PAGES]

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          IN WITNESS WHEREOF, the Subordinated Creditor has executed this Amendment as of the date and year first above-written.

/s/ Ronald A. Hirsch

Ronald A. Hirsch

/s/ Stephen D. Seymour

Stephen D. Seymour

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Acknowledgment by the Lender

The undersigned, being the Lender referred to in the foregoing Amendment confirms its agreement to the terms set forth in the Agreement, as amended by the Amendment.

NEDBANK LIMITED
By:	/s/Terry Rust	/s/Stuart Orton
Its:	Head of Forfaiting	Manager

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Acknowledgment by Borrower

          The undersigned, being the Borrower referred to in the foregoing Amendment, hereby (i) acknowledges receipt of a copy thereof, (ii) agrees to all of the terms and provisions thereof, (iii) agrees to and with the Lender that it shall make no payment on the Subordinated Indebtedness that the Subordinated Creditor would not be entitled to receive under the provisions of the Agreement, (iv) agrees that any such payment will constitute a default under the Lender Indebtedness, and (v) agrees to mark its books conspicuously to evidence the subordination of the Subordinated Indebtedness effected hereby.

NORD RESOURCES CORPORATION
By:	/s/John T. Perry
Its:	Sr. VP & CFO

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EXHIBIT A

Attach copy of Subordinated Note with following legend

          THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY RONALD A. HIRSCH AND STEPHEN D. SEYMOUR IN FAVOR OF NEDBANK LIMITED DATED AS OF MAY __, 2006.

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EX-4.4

NORD RESOURCES CORPORATION

WARRANT CERTIFICATE

No. W2006-23 250,000 Warrants

THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION THEREFROM. NO TRANSFER OF ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

WARRANTS FOR THE
PURCHASE OF COMMON STOCK

Issue Date: May 31, 2006

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Auramet Trading LLC, a Delaware limited liability company (the “Holder”), is the owner of 250,000 Warrants to purchase an equal number of validly-issued, fully-paid and non-assessable shares of Common Stock (the “Warrant Shares”) of NORD RESOURCES CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”).

The Warrants represented by this Warrant Certificate are fully vested as of the date hereof. Purchase may be made at any time, and from time to time, prior to 5:00 p.m. Tucson Time on the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant Certificate with a written notice signed by the Holder stating the number of shares of Common Stock with respect to which such exercise is being made, at the principal corporate address of the Corporation, accompanied by payment of the Purchase Price, in lawful money of the United States of America in cash or by official bank or certified check made payable to NORD RESOURCES CORPORATION. The Purchase Price and the number of shares of Common Stock subject to purchase upon the exercise of the Warrants are subject to modification or adjustment as set forth herein.

SECTION 1. DEFINITIONS.

As used herein, the following terms shall have the following meanings, unless the context shall otherwise require:

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(a) “Adjusted Purchase Price” shall have the meaning given to it in Section 5 of this Certificate.

(b) “Change of Shares” shall have the meaning given to it in Section 5 of this Certificate.

(c) “Common Stock” shall mean the common stock of the Corporation, which has the right to participate in the distribution of earnings and assets of the Corporation without limit as to amount or percentage.

(d) “Corporate Office” shall mean the office of the Corporation at which, at any particular time, its principal business shall be administered, which office is currently located at 1 West Wetmore Road, Suite 203, Tucson, Arizona, 85705.

(e) “Exercise Date” shall mean, as to any Warrant, the date on which the Corporation shall have received both (a) this Warrant Certificate, together with a written notice of exercise in accordance herewith, duly executed by the Holder hereof, or his attorney duly authorized in writing, and indicating that the Holder is thereby exercising such Warrant(s), and (b) payment by wire transfer, or by official bank or certified check made payable to the Corporation, of an amount in lawful money of the United States of America equal to the applicable Purchase Price for such Warrant(s).

(f) “Exercise Price” shall mean, as to any Warrant, $1.15, being 110% of the average closing price of the Common Stock (as quoted on the Pink Sheets, LLC) for the 20 trading days prior to May 31, 2006 (such average closing price being $1.05) .

(g) “Expiration Date” shall mean 5:00 P.M. (Tucson Time) on May 31, 2008. If the Expiration Date falls on a holiday or a day on which banks are authorized to be closed in the State of Arizona, then the Expiration Date shall mean 5:00 P.M. (Tuscon Time) of the next consecutive day which does not fall on a holiday or a day on which banks are authorized to be closed in the State of Arizona.

(h) “Holder” shall have the meaning given to it in the face page hereof.

(i) “Purchase Price” shall mean the purchase price to be paid upon exercise of each Warrant hereunder in accordance with the terms hereof, which price shall be the Exercise Price, subject to adjustment from time to time pursuant to the provisions of Section 5 hereof.

(j) “Securities Act” shall mean the Securities Act of 1933, and any amendments or modifications, or successor legislation, thereto adopted, and all regulations, rules or other laws enacted or adopted pursuant thereto.

(k) “Warrant Certificate” shall mean any certificate representing Warrants.

(l) “Warrant Registry” means the official record maintained by the Corporation in which are recorded, with respect to each Warrant Certificate issued by the Corporation: the date of issuance, the name and address of the original Holder, the name and address

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of each subsequent transferee of such original Holder, and the number identifying, such Warrant Certificate.

(m) “Warrant Shares” shall have the meaning given to it in the face page hereof.

(n) “Warrants” shall mean the Warrants represented by this Warrant Certificate.

SECTION 2. EXERCISE OF WARRANTS.

(a) Each Warrant evidenced hereby may be exercised by the Holder at any time on the Exercise Date, upon the terms and subject to the conditions set forth herein, by delivery to the Corporation of a completed Notice of Exercise in the form attached as Schedule A hereto. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive shares of restricted common stock of the Corporation deliverable upon such exercise shall be treated for all purposes as the Holder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, and in any event within ten (10) business days after, the date on which the Corporation first receives clearance of all funds received in payment of the Purchase Price pursuant to this Warrant Certificate, the Corporation shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates evidencing the issuance to such Holder of the applicable number of Warrant Shares (plus a Warrant Certificate for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, in the event that any registration or qualification (or filing for exemption from any such requirements) is required prior to the issuance of such Warrant Shares by the Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so.

(b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder shall certify to the Corporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Shares at the time of such distribution.

SECTION 3. RESERVATION OF SHARES; REGISTRATION RIGHTS; TAXES; ETC.

(a) The Corporation covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon the valid exercise of Warrants, such number of Warrant Shares as shall then be issuable upon the exercise of all Warrants then outstanding. The Corporation covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery, be duly and validly issued, fully-paid, non-assessable and free from all taxes, liens and charges with respect to the issuance thereof (other than those which the Corporation shall

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promptly pay or discharge, or any liens created thereon by the Holder thereof and/or any predecessor of such Holder).

(b) The Corporation shall not be obligated to deliver any Warrant Shares pursuant to the exercise of the Warrants represented hereby unless and until a registration statement under the Securities Act and/or under any applicable state securities laws and regulations, with respect to such securities is effective, or an exemption from such registration is available to the Corporation at the time of such exercise. The Corporation covenants that if any Warrant Shares reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal or state securities law before such securities may be validly issued or delivered upon such exercise, then the Corporation will in good faith and as expeditiously as reasonably possible, endeavor to secure such registration or approval. However, in the event that this Warrant Certificate represents Warrants which have been transferred by an initial holder thereof, the Warrants represented hereby may not be exercised by, nor shares of Common Stock issued to, the Holder hereof in any state in which such exercise and issuance would be unlawful.

(c) If at any time from the date hereof until the earliest to occur of (A) the date as of which all the Warrant Shares may be sold by the Holder without regard to the volume limitations set forth in Rule 144(e) under the Securities Act, and (B) such date as of which all the Warrant Shares held by the Holder have been sold, and there is not an effective registration statement covering all of the Warrant Shares, the Corporation shall determine to prepare and file with the United States Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act, of any of its equity securities (other than on Form S-4 or Form S-8 under the Securities Act, or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock incentive or other employee benefit plans), then the Corporation shall send to the Holder written notice of such determination and, if within fifteen days after receipt of such notice, the Holder shall so request in writing, the Corporation shall include in such registration statement all or any part of the Warrant Shares the Holder requests to be registered; provided that: (i) the Corporation shall not be required to register any Warrant Shares pursuant to this Section that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act; and (ii) the Corporation shall not be required to register any Warrant Shares until after the Holder has exercised the Warrant.

(d) The Corporation shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of the Warrants, or the issuance or delivery of any shares of Common Stock upon exercise of the Warrants; provided, however, that if the shares of Common Stock are to be delivered in a name other than the name of the Holder hereof, then no such delivery shall be made unless the person requesting the same has paid to the Corporation the amount of transfer taxes or charges incident thereto, if any.

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SECTION 4. LOSS OR MUTILATION.

Upon receipt by the Corporation of evidence satisfactory to it of the ownership of, and loss, theft, destruction or mutilation of, this Warrant Certificate and (in case of loss, theft or destruction) of indemnity satisfactory to the Corporation, and (in the case of mutilation) upon surrender and cancellation thereof, the Corporation shall execute and deliver to the Holder in lieu thereof a new Warrant Certificate of like tenor representing an equal aggregate number of Warrants as was indicated to be outstanding on the prior lost or mutilated Warrant Certificate (provided, however, that to the extent that any discrepancy may exist between the number of Warrants purported to be outstanding in respect of any Holder as evidenced by a Warrant Certificate that has been lost or mutilated and the number attributable to such Holder in the Warrant Registry, then the Warrant Registry shall control for all purposes, absent a showing of manifest error. Each Holder requesting a substitute Warrant Certificate due to loss, theft or destruction shall, prior to receiving such substitute certificate, provide an affidavit to the Corporation in the form prescribed thereby and signed by (and notarized on behalf of) such Holder. Applicants for a substitute Warrant Certificate shall comply with such other reasonable regulations and pay such other reasonable charges as the Corporation may prescribe.

SECTION 5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES OR WARRANTS.

(a) Subject to the provisions of this Warrant Certificate and applicable law, in the event the Corporation shall, at any time or from time to time after the date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a “Change of Shares”), then, and thereafter upon each further Change of Shares, the Purchase Price in effect immediately prior to such Change of Shares shall be reduced, but in no event increased, to a price (the “Adjusted Purchase Price”) determined by multiplying the Purchase Price in effect immediately prior to such Change of Shares by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares plus the number of shares of Common Stock which the aggregate consideration received by the Corporation would purchase at such Purchase Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment to the Purchase Price shall be made successively whenever an issuance is made after a Change of Shares has occurred.

Upon each adjustment of the Purchase Price pursuant to this Section 5(a), the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall become (subject to the provisions contained in Section 5(b) hereof) such number of shares (calculated to the nearest tenth) purchasable at the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Adjusted Purchase Price (rounded to the nearest whole number of shares). No fractional shares shall be issued or called for as a result of any adjustment made hereunder.

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(b) The Corporation may elect, at its sole discretion, upon any adjustment of the Purchase Price hereunder, to adjust the number of Warrants outstanding, in lieu of adjustment of the number of Warrant Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Warrant outstanding after such adjustment shall represent the right to purchase one Warrant Share. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Adjusted Purchase Price. Upon each adjustment of the number of Warrants pursuant to this Section 5(b), the Corporation shall, as promptly as practicable, cause to be distributed to each Holder of Warrant Certificates, on the date of such adjustment, Warrant Certificates evidencing the adjusted number of Warrants to which such Holder shall be entitled as a result of such adjustment or, at the sole option of the Corporation, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment, and upon surrender thereof, (if required by the Corporation) new Warrant Certificates evidencing the aggregate number of Warrants to which such Holder shall be entitled after such adjustment.

(c) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of all, or substantially all, of the property of the Corporation (other than a sale/leaseback, mortgage or other financing transaction), the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of Warrant Shares that might have been purchased upon exercise of such Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5 upon a Change of Shares. The Corporation shall not effect any such consolidation, merger or sale without the written consent of Holders of a majority of the Warrants then outstanding, unless prior to or simultaneously with the consummation thereof the successor (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Corporation, the obligation to deliver to the holder of each Warrant such substitute warrants, shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase, and the other obligations of the Corporation set out in this Certificate. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding

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shares of Common Stock and to successive consolidations, mergers, sales or conveyances.

(d) Irrespective of any adjustments or changes in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants, all Warrant Certificates issued (whether prior to or subsequent to any event causing an adjustment thereof) shall continue to express the Purchase Price per share, and the number of shares purchasable thereunder as originally expressed in the Warrant Certificate initially issued to any Holder.

(e) After each adjustment of the Purchase Price pursuant to this Section 5, the Corporation will promptly prepare a certificate signed by the Chairman or Chief Executive Officer, and attested by the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the Purchase Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment or, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the Holder of each Warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly cause a brief summary thereof to be sent by ordinary first class mail to each Holder of Warrants at his or her last address as it shall appear on the registry books of the Corporation. No failure to mail such notice nor any defect therein nor in the mailing thereof shall affect the validity thereof. The affidavit of the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(f) As used in this Section 5, references to “Common Stock” shall mean and include all of the Corporation’s Common Stock authorized on the date hereof and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that “Warrant Shares” shall include only shares of such class designated in the Corporation’s Certificate of Incorporation as Common Stock on the date hereof or (i) in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 5(c) hereof, the stock, securities or property provided for in such section, or (ii) in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.

(g) Any determination as to whether an adjustment in the Purchase Price in effect hereunder is required pursuant to this Section 5, or as to the amount of any such adjustment, if required, shall be binding upon all holders of Warrants and the Corporation if made in good faith by the Board of Directors of the Corporation. For purposes of this Section 5(g), the Corporation’s Board of Directors shall be deemed to have acted in good

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faith if it makes any such decision in reliance upon advice of its legal counsel and/or another independent professional hired to advise the Board on such matters.

SECTION 6. RESTRICTIVE LEGEND.

(a) Neither the Warrants represented by this Warrant Certificate nor the Warrant Shares to be issued upon exercise of the Warrants have been registered under the Securities Act or any state securities laws. Accordingly, neither the Warrants nor the Warrant Shares may be offered, sold or otherwise transferred in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from registration is available. Except as otherwise provided in this Section 6, each certificate evidencing the issuance of Warrant Shares (whether issued in the name of the original Holder of this Certificate or of any subsequent transferee thereof), shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. NO TRANSFER OF ANY SUCH SHARE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.”

(b) Except as otherwise provided in this Section 6, each Warrant Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. NO TRANSFER OF ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.”

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(c) The legend requirements of Section 6(a) and (b) above shall terminate as to any particular Warrant or Warrant Share: (i) when and so long as such security shall have been effectively registered under the Securities Act and is disposed of pursuant thereto; or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be sold to the public without registration thereof under the Securities Act. Whenever the legend requirements imposed by this Section 6 shall terminate as to any Warrant Share, as hereinabove provided, the Holder hereof shall be entitled to receive from the Corporation, at the Corporation’s expense, a new certificate representing such Warrant Shares and not bearing the restrictive legend set forth in Section 6(a).

SECTION 7. RIGHTS OF ACTION.

All rights of action with respect to the Warrants are vested in the Holders of the Warrants, and any Holder of a Warrant, without consent of the holder of any other Warrant, may, in such Holder’s own behalf and for his own benefit, enforce against the Company his right to exercise his Warrants for the purchase of Warrant Shares in the manner provided in this Warrant Certificate.

SECTION 8. AGREEMENT OF WARRANT HOLDERS.

Every holder of a Warrant, by his or her acceptance thereof, consents and agrees with the Corporation and every other holder of a Warrant that:

(a) The Warrant Registry shall be maintained by the Corporation’s Secretary, and shall be the official register of all Warrants issued to any person in the Offering. The Warrant Registry shall be dispositive as to the issuance, ownership, transfer and other aspects of each Warrant issued by the Corporation which are recorded therein and, absent manifest error, such records shall control for all purposes.

(b) The Warrants are transferable only on the Warrant Registry by the Holder thereof in person or by his attorney duly authorized in writing and only if the Warrant Certificates representing such Warrants are surrendered at the Corporate Office of the Corporation, duly endorsed or accompanied by a proper instrument of transfer satisfactory to the Corporation in its sole discretion, together with payment of the amount of any applicable transfer taxes; and

(c) The Corporation may deem and treat the person in whose name the Warrant Certificate is registered on the Warrant Registry as the holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary, except as otherwise expressly provided in this Certificate.

SECTION 9. MODIFICATION OF WARRANTS.

Other than with respect to any adjustment made by the Corporation in accordance with the provisions of Section 5 hereof, this Certificate may only be modified, supplemented or altered by the Corporation, and only with the consent in writing of the Holders of Warrants representing

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greater than fifty percent (50%) of the total Warrants then outstanding; provided, that no change in the number or nature of the securities purchasable upon the exercise of any Warrant, or the acceleration of the Exercise Date, shall be made without the consent in writing of the Holder of the Warrant Certificate representing such Warrant, other than such changes as are specifically prescribed by this Certificate as originally executed or are made in compliance with applicable law.

SECTION 10. NOTICES.

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered or mailed first class registered or certified mail, postage prepaid as follows: if to the Holder of a Warrant Certificate, at the address of such Holder as shown on the Warrant Registry maintained by the Corporation; and if to the Corporation, at 1 West Wetmore Road, Suite 203, Tucson, Arizona, 85705, or such other place as may be designated by the Corporation from time to time in accordance with this Section 10.

SECTION 11. GOVERNING LAW.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the law of conflicts of laws applied thereby. In the event that any dispute shall occur between the parties arising out of or resulting from the construction, interpretation, enforcement or any other aspect of this Certificate, the parties hereby agree to accept the exclusive jurisdiction of the Courts of the State of New York. In the event either party shall be forced to bring any legal action to protect or defend its rights hereunder, then the prevailing party in such proceeding shall be entitled to reimbursement from the non-prevailing party of all fees, costs and other expenses (including, without limitation, the reasonable expenses of its attorneys) in bringing or defending against such action.

SECTION 12. ENTIRE UNDERSTANDING.

This Certificate contains the entire understanding among the Corporation and the Holder relating to the subject matter covered herein, and merges all prior discussions, negotiations and agreements, if any between them. Neither of the parties to this agreement shall be bound by any representations, warranties, covenants, or other understandings relating to such subject matter, other than as expressly provided for or referred to herein.

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IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be duly executed, manually or in facsimile, by two of its officers thereunto duly authorized, as of the date set forth below.

NORD RESOURCES CORPORATION		ATTEST:
By:	/s/Erland Anderson	By:	/s/John Perry
	Erland Anderson		John Perry
	Executive Vice President and		Senior Vice President and
	Chief Operating Officer		Chief Financial Officer
Date:	May 31, 2006

SCHEDULE A

NOTICE OF EXERCISE

TO: Nord Resources Corporation

(1) The undersigned hereby elects to purchase _______________________Warrant Shares of the Corporation pursuant to the terms of the Warrant Certificate, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Please issue a Warrant Certificate registered in the name and address of the undersigned as specified below:

(3) The Warrant Shares shall be delivered to the following:

(4) The undersigned hereby represents and warrants to the Corporation that the undersigned:

(a) is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”);

(b) is purchasing the Warrant Shares solely for its own account for investment and not with a view to or for sale or distribution of the Warrant Shares or any portion thereof and without any present intention of selling, offering to sell or otherwise disposing of or distributing the Warrant Shares or any portion thereof in any transaction other than a transaction complying with the registration requirements of the Securities Act; and

(c) is not exercising the Warrants as a result of any form of “general solicitation” or “general advertising” as used in Rule 502(c) of Regulation D.

(5) The undersigned hereby acknowledges that:

(a) the Warrant Shares issuable upon exercise of the Warrants are “restricted securities” as defined in Rule 144 of the Securities Act;

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(b) the Corporation shall refuse to register any transfer of the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act; and

(c) the Corporation may require the Holder to provide such information as may be reasonably necessary to permit the Corporation to verify the accuracy of the representations and warranties of the information contained herein, and may require the Holder to complete a Certification of U.S. Purchaser in form and substance reasonably satisfactory to the Corporation and its legal counsel.

By:
	[HOLDER]

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