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EXHIBIT 4.2
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
----------
June 29, 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 Thirty-Five Thousand Dollars and no Cents ($35,000.00).
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 January 1, 2006 (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 Seventeen and One Half Cents ($0.17.5)
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
fr
