FOR IMMEDIATE RELEASE
NEWS
RELEASE
Nord Resources Corporation
1 Wetmore Road, Suite 203
Tucson, Arizona 85705
Tel: (520) 292-0266 Fax: (520) 292-0268
Nord Resources Corporation Announces
Stockholder Update of Merger Status
Tuesday, December 26, 2006
SOURCE: Nord Resources
Corporation
TUCSON, Arizona., December 26, 2006- Mr. Ronald Hirsch, Chairman of the board of Directors of Nord Resources Corporation ("Nord") (Other OTC: NRDS.PK - News) announced today that the closing of the proposed acquisition of Nord by Platinum Diversified Mining, Inc. (“Platinum”) in the all-cash merger transaction (the “Merger”) announced on October 23, 2006, did not take place as scheduled on December 22, 2006.
Platinum has advised Nord that Platinum’s inability to close the Merger
on the scheduled closing date results from the fact that Platinum was informed
by its Nominated Advisor that, based on the position taken by the AIM during
consultations between the AIM and Platinum's Nominated Advisor, Platinum is
not to close the Merger because it does not have formal loan documentation
in place for its project financing. Nord has not received any direct communication
from the AIM that the Merger is not to close. Platinum has advised Nord that
it anticipates having the formal loan documentation in place in mid to late
January, 2007, and expects to be in a position to close once it is in place.
Nord has advised Platinum that it is Nord’s position that Platinum should
have completed the Merger on December 22, in accordance with the provisions
in an Agreement and Plan of Merger dated October 23, 2006 (the “Merger
Agreement”). Nord has been advised by Platinum that it disagrees with
Nord’s position that the Merger should have closed on December 22.
Commenting on the developments under the Merger Agreement, Mr. Hirsch said:
“While not closing on the scheduled closing date is obviously disappointing,
we remain confident in our ability to complete a transaction that will maximize
shareholder value. For now, we believe that completing the Merger on the terms
agreed to by all parties represents the best alternative for Nord and its
shareholders. We will obviously keep all shareholders apprised as developments
occur under the Merger Agreement.”
The foregoing description of the Merger and the Merger Agreement is not complete
and is qualified in its entirety by reference to the Merger Agreement. Nord
has filed a copy of the Merger Agreement as an exhibit to the Current Report
on Form 8-K filed by Nord with the SEC on October 23, 2006.
For information contact:
John Perry, Senior Vice President, Chief Financial Officer, Secretary and
Treasurer (520) 292-0266
Website: www.nordresources.com
Forward-Looking Statement Disclaimer
This release contains forward-looking information within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-looking statements
in this release are based on current estimates and actual results may differ
materially due to risks associated with the fact that the consummation of
the merger transaction is subject to numerous closing conditions, including,
among others, (i) the absence of a material adverse effect in Nord’s
business or operations, as described in the merger agreement; (ii) the risk
that the transaction may not be consummated if the conditions to closing are
not satisfied or waived; (iii) the risk that Platinum has certain termination
rights in the definitive merger agreement including as a result of a material
adverse effect in Nord’s business or operations; (iv) other risks set
forth in Nord’s most recent Form 10-KSB, Form 10-QSB and other SEC filings
which are available through EDGAR at www.sec.gov. These are among the primary
risks we foresee at the present time. Nord assumes no obligation to update
the forward-looking statements.
SOURCE: Nord Resources Corporation