<PAGE>
Exhibit 10.9
NORD RESOURCES CORPORATION
PO BOX 384, DRAGOON, AZ 85609
TEL: (520) 586-2241 FAX: (520) 586-7020
TERMS OF AGREEMENT
OPTION TO PURCHASE THE "COYOTE SPRINGS" PROPERTY,
GRAHAM COUNTY, ARIZONA
TERMS
1. Thornwell Rogers, South Branch Resources, LLC, and MRPGEO, LLC
(collectively,
the "Vendors") have agreed to grant to Nord Resources Corporation
("Nord") an
exclusive option to purchase the "Coyote Springs" Property (the
"Property")
located in Graham County, Arizona and consisting of two (2) State
of Arizona
Exploration Leases and fifty-two (52) Unpatented Mining Claims. The
Property is
more fully described in Exhibit "A" and Exhibit "B" attached
hereto.
2. Nord and the Vendors agree on the following terms:
-
The term
of the Option to Purchase Agreement shall be for sixty (60)
months commencing on the date of signature as set forth below.
-
Within ten
(10) days of the date of signature of the Option to
Purchase Agreement, Nord shall deliver payment to each of the
Vendors
separately, common shares of Nord or, make a cash payment to each
of
the Vendors according to the following schedule:
<TABLE>
<S>
<C>
Agreement signature date
66,666 shares w/no cash payment option
Twelve (12) month anniversary of signing
16,666 shares or US$15,000 at Vendor's option
Twenty-four (24) month anniversary of signing 16,666 shares or US$16,670
at Vendor's option
Thirty-six (36) month anniversary of signing 16,666 shares or
US$18,330 at Vendor's option
Forty-eight (48) month anniversary of signing 16,666 shares or US$20,000
at Vendor's option
Sixty (60) month anniversary of signing
Equivalent Dollar amount in shares or
US$533,335 at Vendors option
</TABLE>
-
Within ten
(10) days of the date of signature of the Option to
Purchase Agreement, Nord shall deliver to each of the Vendors
options
to purchase the common stock of Nord according to the following
schedule:
<TABLE>
<CAPTION>
Stock Option Issue Date
Stock Options
Option Price
-----------------------
-------------
--------------------------
<S>
<C>
<C>
Agreement signature date
33,333 15% below
market on option
issue date
Twenty-four (24) month anniversary of signing
33,333 15% below
market on option
issue date
Forty-eight (48) month anniversary of signing
33,333 15% below
market on option
issue date
</TABLE>
The options to purchase the common stock of Nord shall expire
thirty-six (36) months from the date of issue.
All common shares of Nord issued pursuant to this Agreement will
be
fully paid and unrestricted.
Tucson Office - (520) 544-4893 - Fax (520) 219-1877
<PAGE>
- Page 2 Agreement
January 28, 2004
-
Should
Nord sell the Property to a third party, the Vendors will
receive as a sales commission, four per cent (4%) of the net
sale
amount received by Nord from the sale, which four per cent (4%)
shall
be divided equally among the Vendors.
-
Nord
agrees to pay to the Vendors, in cash, a Net Smelter Return
production royalty (the "NSR") according to the following
schedule:
For copper production derived from the Unpatented Claims:
<TABLE>
<CAPTION>
Ave. Copper Sales Price, $/pound NSR, Per Cent
-------------------------------- -------------
<S>
<C>
<$0.85
0.25%
$0.85 to $0.89
0.50%
$0.90 to $0.95
0.75%
$0.96 to $1.00
1.00%
$1.01 to $1.05
1.25%
$1.06 to $1.10
1.50%
$1.11 to $1.15
1.75%
$1.16 to $1.20
2.00%
$1.21 to $1.25
2.25%
$1.26 to $1.30
2.50%
>$1.30
3.00%
</TABLE>
For copper production derived from the State of Arizona Leases:
<TABLE>
<CAPTION>
Ave. Copper Sales Price, $/pound NSR, Per Cent
-------------------------------- -------------
<S>
<C>
<$0.85
0.10%
$0.85 to $0.89
0.15%
$0.90 to $0.95
0.20%
$0.96 to $1.00
0.30%
$1.01 to $1.05
0.40%
$1.06 to $1.10
0.60%
$1.11 to $1.15
0.75%
$1.16 to $1.20
0.90%
$1.21 to $1.25
1.10%
$1.26 to $1.30
1.30%
>$1.30
1.50%
</TABLE>
For the purposes of this agreement, NSR shall be deemed to mean
the
amount received by Nord from a smelter upon the sale of all
metals
removed from the Property after deducting from the gross value
the
cost of smelting and actual freight or haulage charges from the
mine
to the smelter. The term "smelter" shall mean conventional smelters
as
well as any other type of production plant used in lieu of a
conventional smelter to recover metals. The total royalty
payments
will be split between the Vendors and calculated and paid on a
quarterly basis. Installments will be paid to Vendors within 45
days
of the end of each royalty quarter during which metal is recovered
and
sold from the Property.
-
Exploration and development expenditures on or in respect of
the
Property will conform to the following schedule:
<PAGE>
- Page 3 Agreement
January 28, 2004
<TABLE>
<CAPTION>
Period
Expenditure
------
-----------
<S>
<C>
Twelve (12) month anniversary
$ 50,000
Twenty-four (24)month a
