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
Further Stockholder Update of Merger Status
Thursday, February 15, 2007
SOURCE: Nord Resources
Corporation
TUCSON,
Arizona., February 15, 2007- 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”) still continues to be delayed and that Nord has been
advised by Platinum that the decision of the credit committee of Platinum’s
proposed lender remains outstanding. Also remaining outstanding are the payments
required to be made by Platinum in connection with Nord’s Coyote Springs
Project. These payments – totaling approximately $138,000 -- were required
to be made by Platinum pursuant to the Merger Agreement and remain unpaid.
The Merger Agreement provides that it may be terminated by a non-defaulting
party if the Merger is not consummated today. Nord's position is that the
Merger should have closed on December 22, 2006 and that Platinum continues
to be in material breach of the Merger Agreement. Therefore it is Nord’s
position that Platinum may not exercise the right provided in the Merger Agreement
to terminate such agreement today. Platinum disagrees with Nord’s position.
Nord is reserving all of its rights under the Merger Agreement, including
the right to terminate the Merger Agreement, its right to a $2 million termination
fee and the right to seek specific performance or damages for breach of the
Merger Agreement.
Nord anticipates that it will hear from Platinum shortly as to the decision
of the credit committee of Platinum's proposed lender and whether Platinum
intends to close the Merger on the terms provided in the Merger Agreement.
Commenting on the status of the Merger Agreement, Mr. Hirsch said: "We
will continue to keep shareholders apprised as events unfold under the Merger
Agreement and will take all required steps to protect shareholder interests."
For information contact:
Ronald A. Hirsch, Chairman, (949) 715-6745
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 even 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