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EXHIBIT 4.5
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
CONVERTIBLE PROMISSORY NOTE
----------
October 4, 2004
For
value received, Nord Resources Corporation, a Delaware corporation
(the
"Company"), promises to pay to Ronald A. Hirsch (the "Holder"), the
principal
sum of One Hundred Six Thousand Dollars and no Cents ($106,000.00).
Simple
interest shall accrue from the date of this Note on the unpaid
principal amount
at a rate equal to ten percent (10 %) per annum. This Note is
subject to the
following terms and conditions:
1.
Maturity. Unless converted as provided in Section 2, this Note
will
automatically mature and be due and payable on October 5, 2005 (the
"Maturity
Date"). Subject to Section 2 below, interest shall accrue on this
Note.
2.
Conversion.
(a) Investment by the Holder. On the Maturity Date, some or all of
the
entire principal amount of and (at the Company's option)
accrued
interest on this Note may be converted into shares of the
Company's
equity securities. The conversion price shall be Twenty Cents
($0.20)
per share.
(b) Mechanics and Effect of Conversion. No fractional shares of
the
Company's capital stock will be issued upon conversion of this
Note.
In lieu of any fractional share to which the Holder would otherwise
be
entitled, the Company will pay to the Holder in cash the amount of
the
unconverted principal and interest balance of this Note that
would
otherwise be converted into such fractional share. Upon conversion
of
this Note pursuant to this Section 2, the Holder shall surrender
this
Note, duly endorsed, at the principal offices of the Company. At
its
expense, the Company will, as soon as practicable thereafter,
issue
and deliver to such Holder, at such principal office, a certificate
or
certificates for the number of shares to which such Holder is
entitled
upon such conversion, together with an other securities and
property
to which the Holder is entitled upon such conversion under the
terms
of this Note, including a check payable to the Holder for any
cash
amounts payable as described herein. Upon conversion of this Note,
the
Company will be forever released from all of
