DRAGOON, Ariz., Sept. 16, 2005 (PRIMEZONE) -- Nord Resources Corporation (Pink Sheets:NRDS) reports the following activity updates.
TMD Acquisition Corporation Option
On October 14, 2004, the Nord Resources Corporation (the "Company") acquired a right of first refusal and an option to purchase from Ronald A. Hirsch and Stephen D. Seymour, two of the Company's Directors, certain of the assets of ASARCO LLC. ("ASARCO") comprised of ASARCO's Tennessee Mines Division zinc business, including the Young, Immel and Coy mines, the Young Concentrator and the Middle Tennessee exploration properties. In consideration for the right of first refusal and the option, the Company assigned to Mr. Hirsch and Mr. Seymour all of its interests and rights to acquire ASARCO's Tennessee Mines Division zinc business. The Company assigned these rights and interests after it was informed by its senior lender that the Company was not permitted to make the acquisition directly at that time.
On February 26, 2005, Mr. Hirsch and Mr. Seymour assigned their interests and rights to acquire ASARCO's Tennessee Mines Division zinc business to TMD Acquisition Corporation, a corporation formed by Mr. Hirsch and Mr. Seymour for the purpose of facilitating the acquisition of ASARCO's Tennessee Mines Division zinc business pursuant to an Asset Purchase Agreement with Asarco LLC. TMD Acquisition agreed to assume all of the duties and obligations owed to Nord Resources by Mr. Hirsch and Mr. Seymour with respect to the right of first refusal and the option. The Company owns no interest in TMD Acquisition Corporation.
The option, if exercised, would allow the Company to recoup the opportunity to purchase ASARCO's Tennessee Mines Division zinc business in the future if the Asset Purchase Agreement is consummated, and if Nord's lender will then permit it to acquire this business, if then applicable. Nord Resources has been informed by TMD Acquisition Corporation that on August 2, 2005, ASARCO LLC purported to terminate the underlying Asset Purchase Agreement between ASARCO LLC and TMD Acquisition. ASARCO subsequently filed for relief under Chapter 11 of the U.S. Bankruptcy Code on August 8, 2005.
TMD has also informed the Company that it is disputing ASARCO LLC's position that the Asset Purchase Agreement has terminated under its own terms. Accordingly, the Company is not certain at this time whether or not the option will be upheld as currently exercisable, or whether this transaction will ultimately be of any direct value to the Company.
Regulatory Filings
Ron Hirsch, Chairman and CEO, commented on the Company's ongoing efforts to bring itself back into compliance with its reporting obligations under the Securities Exchange Act of 1934. "Our goal is to bring Nord Resources back into compliance with our reporting obligations under the Exchange Act, starting with the outstanding Form 10-KSB for the year ended December 31, 2004, and Forms 10-QSB for the first two quarters of this year. Although no guarantee is possible at this time, we anticipate that our annual report on Form 10-KSB for the fiscal year ended December 31, 2004, which will contain comparative audited financial statements for the years ended December 31, 2002, 2003 and 2004, will be filed prior to the end of our 3rd quarter of this year," he said.
About Nord Resources Corporation:
Nord Resources is an Arizona-based natural resource company focused on the resumption of copper production at its Johnson Camp Mine. Nord Resources also holds options to acquire interests in three additional exploration stage properties in Arizona and New Mexico. The Company also owns approximately 5.1 million shares of Allied Gold Limited, an Australian company. In addition, the Company maintains a net profits interest in Sierra Rutile Limited, a Sierra Leone, West African company.
FORWARD-LOOKING STATEMENTS:
Any statements made in this press release which are not historical facts contain certain "forward-looking statements", as such term is defined in the Private Litigation Reform Act of 1995, concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update information contained in any forward-looking statement.
These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward looking statements. In some cases, you can identify forward looking statements by terminology such as "may," "will," "should," "could," "intend," "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.