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
January 2, 2013
Date of Report (Date of
earliest event reported)
NORD RESOURCES
CORPORATION
(Exact name of registrant as specified in its
charter)
DELAWARE | 001-08733 | 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)) |
TABLE OF CONTENTS
Item | Description |
1.01 | Entry Into a Material Definitive Agreement |
9.01 | Financial Statements and Exhibits |
2.
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01 | Entry Into a Material Definitive Agreement |
Nord Resources Corporation (the Corporation) has entered into a cathode sales agreement effective January 1, 2013, with Red Kite Master Fund Limited (Red Kite) for 100% of the copper cathode production from the Johnson Camp Mine, given the expiry of the long term copper cathode sales agreement between the parties that was in place from February 1, 2008 through December 31, 2012. The agreement runs through March 31, 2013 with renewable extensions by mutual agreement of both parties. Pursuant to the agreement, Red Kite will accept delivery of the cathodes at the Johnson Camp Mine, and pricing will be based on the COMEX price for high-grade copper on the date of sale. Red Kite is a large metals hedge fund and physical trader.
The Corporation is planning to file the agreement as an exhibit to its annual report on Form 10-K for the year ended December 31, 2012.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Exhibit |
99.1 | News release dated January 4, 2013** |
99.2 | Material Change Report dated January 4, 2013** |
** |
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: January 4, 2013 | /s/ Wayne M. Morrison | |
Wayne M. Morrison | ||
Chief Executive Officer |
3.
NEWS RELEASE
For Immediate Release
Nord Resources Announces Replacement Copper Sales Agreement
TUCSON, AZ, January 4, 2013 Nord Resources Corporation (OTC Pink Market: NRDS), which is producing copper at its Johnson Camp Mine in Arizona, today announced that it entered into a new copper cathode sales agreement with Red Kite Master Fund Limited for 100% of the production from the Johnson Camp Mine, given the expiry of the long term copper cathode sales agreement between the parties that was in place from February 1, 2008 through December 31, 2012.
The agreement runs through March 31, 2013 with renewable extensions by mutual agreement of both parties. Pursuant to the agreement, Red Kite accepts delivery of the cathodes at the Johnson Camp Mine, and pricing is based on the COMEX price for highgrade copper on the date of sale.
In July 2010, Nord suspended mining new ore at the Johnson Camp Mine as it sought financing to permit the company to restructure its debt and provide additional capital for constructing a new leaching pad. It continues to leach copper from the material previously placed on the existing three pads on its property, processing it through the Johnson Camp Mines SX-EW plant. As expected, the level of copper production and sales continue to decline at a steady rate.
About Nord Resources
Nord Resources Corporation is producing copper at the Johnson Camp Mine, the companys primary asset, which is located in Dragoon, Arizona, approximately 65 miles east of Tucson. For further information, please visit our website at nordresources.com.
Forward-Looking Statements
All statements in this release, other than those of historical facts, may be considered to be forward-looking.
Nords continuation as a going concern is dependent upon its ability to refinance the obligations under its Credit Agreement with Nedbank, the Copper Hedge Agreement with Nedbank Capital and its unsecured note payable to Fisher Sand & Gravel Company, raise additional capital, and on its ability to produce copper to sell at a level where the company becomes profitable and generates cash flows from operations. To succeed, Nord must be able to proceed with its plans to build additional leach pad capacity, resume full operations, and achieve its operating plan. If management cannot achieve its operating plan because of the companys inability to obtain the required financing, or because of sales shortfalls, a reduction in copper prices, or other unfavorable events, the company may find it necessary to dispose of assets, or undertake other actions as may be appropriate.
Nord's business and operations are subject to the risk factors set forth in Nord's most recent Form 10-K and other SEC filings which are available through EDGAR at www.sec.gov, and in Nord's prospectus and other filings with the British Columbia and Ontario Securities Commissions, which are available through SEDAR at www.sedar.com. Nord assumes no obligation to update the forward-looking statements except as may be required by law.
For further information: |
Wayne Morrison |
Chief Executive Officer and Chief Financial Officer |
Nord Resources Corporation |
(520) 292-0266 |
www.nordresources.com |
Investor and Media Relations |
Richard Wertheim |
Wertheim + Company Inc. |
(416) 594-1600 ext.223 |
or |
(416) 518-8479 (cell) |
or by email at wertheim@wertheim.ca |
FORM 51102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Nord Resources Corporation
1 W. Wetmore Road, Suite 203
Tucson, Arizona 85705
Item 2 | Date of Material Change |
January 2, 2013
Item 3 | News Release |
A news release was issued by Nord Resources Corporation (the Company or Nord) on January 4, 2012 and distributed through CNW Group.
Item 4 | Summary of Material Change |
The Company announced that it has entered into a cathode sales agreement effective January 1, 2013, with Red Kite Master Fund Limited for 100% of the copper cathode production from the Johnson Camp Mine, given the expiry of the long term copper cathode sales agreement between the parties that was in place from February 1, 2008 through December 31, 2012.
Item 5 | Full Description of Material Change |
5.1 | Full Description of Material Change |
The Company announced that it has entered into a cathode sales agreement effective January 1, 2013, with Red Kite Master Fund Limited (Red Kite) for 100% of the copper cathode production from the Johnson Camp Mine, given the expiry of the long term copper cathode sales agreement between the parties that was in place from February 1, 2008 through December 31, 2012. The agreement runs through March 31, 2013 with renewable extensions by mutual agreement of both parties. Pursuant to the agreement, Red Kite will accept delivery of the cathodes at the Johnson Camp Mine, and pricing will be based on the COMEX price for high-grade copper on the date of sale. Red Kite is a large metals hedge fund and physical trader.
5.2 | Disclosure for Restructuring Transactions |
Not Applicable
Item 6 | Reliance on subsection 7.1(2) of National Instrument 51102 |
Not applicable.
- 2 -
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Wayne Morrison
Chief Executive Officer and Chief Financial
Officer
Telephone: (520) 292-0266
Item 9 | Date of Report |
January 4, 2013