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
Tuesday, February 6, 2007
SOURCE: Nord Resources
Corporation
TUCSON,
Arizona., February 7, 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”) continues to be delayed.
Platinum has advised Nord that Platinum Diversified Mining USA, Inc. (“Platinum
USA”), a wholly-owned subsidiary of Platinum, is in negotiations with
a lending institution in order to secure a $30 million credit facility for
the construction of the Johnson Camp Mine. Platinum has also advised Nord
that Platinum USA is in negotiations to secure a $10 million working capital
facility, that the loan facilities are in the process of being reviewed by
the credit committee of the lending institution and that a decision of the
credit committee is expected shortly.
Commenting on the status of the Merger Agreement, Mr. Hirsch said: “We
continue to be disappointed by the pace of events towards the completion of
the Merger. The Merger Agreement does not contain a financing condition in
Platinum’s favor, and indeed Platinum made representations to us in
the Merger Agreement that it had sufficient funds to close the Merger. Our
position is that the Merger should have closed on December 22, 2006, that
PDM continues to be in material breach of the Merger Agreement and that we
are reserving all of our rights. Platinum has advised us that it disagrees
with our position. In any event, we will obviously do everything we can to
protect shareholder interests and will 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 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