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
Settlement Agreement With Platinum Diversified Mining, Inc.
In Connection With Termination of Merger Agreement
Thursday, March 8, 2007
SOURCE: Nord Resources
Corporation
TUCSON,
Arizona., March 8, 2007- Mr. Ronald Hirsch, Chairman of the board of Directors
of Nord Resources Corporation ("Nord") (Other OTC:
NRDS.PK - News) announced
today that Nord has entered into a settlement agreement (the “Settlement
Agreement”) with Platinum Diversified Mining, Inc. (“PDM”)
and PDM’s direct and indirect subsidiaries, Platinum Diversified Mining
USA, Inc. (“PDM USA”) and PDM Merger Corp. (together with PDM
and PDM USA, the “PDM Parties”), in connection with agreement
and plan of merger dated October 23, 2006 (the “Merger Agreement”)
among the parties. The Merger Agreement contemplated the acquisition of Nord
by PDM in an all-cash merger transaction (the “Merger”).
The Settlement Agreement sets forth the terms and conditions of the settlement
of the dispute and disagreements between Nord and the PDM Parties arising
from the failure of the Merger to close.
Terms of Settlement
Under the Settlement Agreement, the PDM Parties have agreed to pay to Nord
an amount of up to $3.6 million in full and final settlement of all claims
and disputes between the parties, as follows:
(a) The PDM Parties have agreed
to forthwith pay the sum of $1.1 million to Nord (the “Initial Payment”),
to be paid by way of the release to Nord of the $1 million previously deposited
by PDM with American Stock Transfer & Trust Company (“AST”),
as escrow agent, pursuant to the Merger Agreement (including interest, but
net of AST’s expenses), with any shortfall to be paid from PDM’s
working capital; and
(b) PDM has agreed to pay the sum of $50,000 to Nord each calendar month,
beginning on April 1, 2007 (the “Monthly Payments”) until the
earlier of (i) the completion of an acquisition by PDM that meets certain
prescribed criteria (a “Qualifying Acquisition”), or (i) the actual
liquidation of PDM if it has not entered into a letter of intent or agreement
in principle to effect a Qualifying Acquisition, or if it has not completed
a Qualifying Transaction, by certain prescribed dates.
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