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Exhibit 4.35
NORD RESOURCES CORPORATION
November 8, 2005
Nedbank Limited
1st Floor, Old Mutual Place
2 Lambeth Hill
London EC4V 4GG
Attn: Kevin Ryder
Re:
Bridge Loan
Ladies and Gentlemen:
Reference is made to that certain bridge loan (the "Loan") in the
aggregate
principal amount of $3,900,000 to Nord Resources Corporation (the
"Borrower")
represented by that certain secured promissory note, dated the date
hereof made
by the Borrower in favor of Nedbank Limited (the "Lender") (as
amended,
supplemented, refinanced or otherwise modified from time to time,
the "Note").
Capitalized terms used herein without definition shall have the
meanings
ascribed to such terms in the Note.
It
is a condition subsequent to the obligation of the Lender to make
the
loan described in the Note that certain items be delivered to the
Lender,
certain of which items have not been so delivered. In order to
facilitate the
closing of the Loan within the time constraints requested by the
Borrower, the
Lender has agreed that certain closing requirements may be waived
in whole or in
part, as conditions to the initial disbursement under said
financing
arrangement. In consideration thereof, the Borrower has agreed to
satisfy each
of the following items set forth below within the corresponding
time period set
forth below:
1.
In the event
that the Borrower does not complete an Initial Public
Offering of its common stock by May 8, 2006, the Borrower agrees
to
issue to the Lender a warrant certificate evidencing warrants
to
purchase up to 743,590 shares of the Borrower's common stock, at
an
exercise price equal to the average of the closing prices (as
listed
on the Bulletin Board) of Borrower's common stock on the twenty
(20)
trading days ending on May 8, 2006, substantially in the form
attached
hereto as Exhibit A.
2.
The Borrower
agrees to propose to Lender the terms of any project
financing which it desires to procure for the Johnson Camp Mine,
and
to negotiate in good faith to obtain such project financing
from
Lender, and to accept such project financing from Lender if
mutual
agreement can be obtained, on terms acceptable to the Borrower in
its
sole and absolute discretion, prior to negotiating the same with
any
third party.
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The
Borrower acknowledges and agrees that its failure (a) to satisfy
any of
the requirements set forth above within the time constraints set
forth above
with respect to such requirements or (b) to comply with any of the
other terms
or provisions of this letter agreement, shall constitute a Default
(as defined
in the Note) giving rise to all rights and remedies permitted to
the Lender
under the Note.
This
agreement shall be governed by, and shall be construed and enforced
in
accordance with the laws of the State of Arizona. No waiver,
modification or
amendment of any provision of this agreement shall be effective
unless
specifically made in writing and duly signed by the party to be
bound thereby.
Except as expressly provided herein, this agreement shall not act
as a
waiver or excuse of performance of any obligations contained in the
Note.
[Signature page follows]
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Very truly yours,
NORD RESOURCES CORPORATION
By: /s/ Erland A. Anderson
------------------------------------
Name: Erland Anderson
Title: President
AGREED AND ACCEPTED THIS _____ day of
November, 2005
NEDBANK LIMITED
By: /s/ T. Rust
/s/ S. Chislett
---------------------------------
----------------------------------------
Name: T.Rust
S. Chislett
Title: Head of Forfaiting
Head of Credit
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EXHIBIT A
NORD RESOURCES CORPORATION
WARRANT CERTIFICATE
No. ________
743,590 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: _________, 2006
THIS CERTIFIES THAT, FOR VALUE RECEIVED, Nedbank Limited, a
__________ limited
liability company organized under the laws of the Republic of South
Africa (the
"Holder"), is the owner of 743,590 warrants to purchase an equal
number of
validly-issued, fully-paid and non-assessable shares of Common
Stock 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. Pacific 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)
"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 3048 Seven Dash Road,
Dragoon,
Arizona 85609.
(d)
"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).
(e)
"Exercise Price" shall
mean, as to any Warrant, the average closing
price of the Common Stock (as listed on the bulletin board) for the
20
trading days prior to May ____, 2006.
(f)
"Expiration Date"
shall mean 5:00 P.M. (Pacific Time) on the date that
is twenty-four (24) months following the date of this Warrant
Certificate.
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. (Pacific 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.
(g)
"Holder" shall mean,
as to any Warrant and as of any particular date,
the person in whose name the Warrant Certificate representing
such
Warrant is registered as of that date on the Warrant Register
maintained by the Corporation.
(h)
"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.
(i)
"Purchase Price" shall
mean the purchase price to be paid upon
exercise of each Warrant hereunder in accordance with the terms
hereof, which
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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)
"Warrants" shall mean
the Warrants represented by this Warrant
Certificate.
(l)
"Warrant Certificate"
shall mean any certificate representing
Warrants, and "this Certificate" shall mean they warrant
Certificate
issued to the Holder identification on the first page hereof.
(m) "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 of
each
subsequent transferee of such original Holder, and the number
identifying, such Warrant Certificate.
(n)
"Warrant Shares" shall
have the meaning given to it in Section 2 of
this 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. 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
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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
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
