EXHIBIT 10.17
NORD RESOURCES CORPORATION
PO BOX 384, DRAGOON, AZ 85609
TEL: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
TERMS OF AGREEMENT
OPTION TO PURCHASE THE "MIMBRES" PROPERTY,
GRANT COUNTY, NEW MEXICO
TERMS
1. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, South Branch Resources, LLC, and MRPGEO, LLC (collectively,
the "Vendors") have agreed to grant to Nord Resources Corporation ("Nord") an
exclusive option to purchase the "Mimbres" Property (the "Property") located in
Grant County, New Mexico and consisting of forty-five (45) Unpatented Mining
Claims. The Property is more fully described in Exhibit "A" attached hereto. In
addition, the Vendors have provided information regarding the potential lease by
Nord of certain State of New Mexico mineral exploration leases (the "State
Leases") and certain private land (the "▇▇▇▇▇▇ Ranch") which Nord will pursue as
part of the overall Mimbres property package (collectively, the "Land").
2. Nord and the Vendors agree on the following terms:
- The term of the Option to Purchase Agreement shall be for sixty (60)
months commencing no more than ten (10) days from the Option Effective
Date as set forth below. The Option Effective Date is defined as the
date Nord successfully acquires the State of New Mexico Mineral Leases
and the date Nord signs a lease agreement for the ▇▇▇▇▇▇ Ranch,
whichever occurs later.
- Within ten (10) days of the date of signature of the Option to
Purchase Agreement, Nord shall deliver payment to each of the Vendors
separately, common shares of Nord or, make a cash payment to each of
the Vendors according to the following Option Payment Schedule:
Option Payment Schedule
Agreement signature date US$2,000
Option Effective Date 100,000 shares plus $2,000
Twelve (12) month anniversary of Option Effective Date 35,000 shares
Twenty-four (24) month anniversary of Option Effective Date 35,000 shares
Thirty-six (36) month anniversary of Option Effective Date 35,000 shares
Forty-eight (48) month anniversary of Option Effective Date 35,000 shares
Sixty (60) month anniversary of Option Effective Date Equivalent Dollar amount in shares or US
$800,000 at Vendors option
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- Within ten (10) days of the date of signature of the Option Effective
Date, Nord shall deliver to each of the Vendors options to purchase
the common stock of Nord according to the following Stock Option
Schedule:
Stock Option Schedule
Stock Option Issue Date Stock Options Option Price
----------------------- ------------- ------------
Option Effective Date 50,000 15% below market on option issue date
Twelve (12) month anniversary of Option
Effective Date 40,000 15% below market on option issue date
Twenty-four (24) month anniversary of Option
Effective Date 30,000 15% below market on option issue date
Thirty-six (36) month anniversary of Option
Effective Date 20,000 15% below market on option issue date
The options to purchase the common stock of Nord shall expire thirty-six (36)
months from their date of issue.
All common shares of Nord issued pursuant to this Agreement will be fully paid
and non-assessable.
- Should Nord sell the Property/Land to a third party, the Vendors will
receive as a sales commission, four per cent (4%) of the net sale
amount received by Nord from the sale, which four per cent (4%) shall
be divided equally among the Vendors.
- Nord agrees to pay to the Vendors, in cash, a Net Smelter Return
production royalty (the "NSR") according to the following schedule and
terms:
For Copper Production Derived from the Unpatented Claims:
Ave. Copper Sales Price, $/pound NSR, Per Cent
-------------------------------- -------------
<$0.85 0.25%
$0.85 to $0.89 0.50%
$0.90 to $0.95 0.75%
$0.96 to $1.00 1.00%
$1.01 to $1.05 1.25%
$1.06 to $1.10 1.50%
$1.11 to $1.15 1.75%
$1.16 to $1.20 2.00%
$1.21 to $1.25 2.25%
$1.26 to $1.30 2.50%
>$1.30 3.00%
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For Copper Production Derived from the State of New Mexico Leases:
Ave. Copper Sales Price, $/pound NSR, Per Cent
-------------------------------- -------------
<$0.85 0.10%
$0.85 to $0.89 0.15%
$0.90 to $0.95 0.20%
$0.96 to $1.00 0.30%
$1.01 to $1.05 0.40%
$1.06 to $1.10 0.60%
$1.11 to $1.15 0.75%
$1.16 to $1.20 0.90%
$1.21 to $1.25 1.10%
$1.26 to $1.30 1.30%
>$1.30 1.50%
For Copper Production Derived from the ▇▇▇▇▇▇ Ranch Lease:
See SCHEDULE "A" attached hereto.
The royalty paid for all by-product metals shall be 1.5% NSR.
For the purposes of this agreement, NSR shall be deemed to mean the amount
received by Nord from a smelter upon the sale of all metals removed from the
Property after deducting from the gross value the cost of smelting and actual
freight or haulage charges from the mine to the smelter. The term "smelter"
shall mean conventional smelters as well as any other type of production plant
used in lieu of a conventional smelter to recover metals. The total royalty
payments will be split equally between the Vendors and calculated and paid on a
quarterly basis. Installments will be paid to Vendors within 45 days of the end
of each royalty quarter during which metal is recovered and sole from the
Property/Land.
- Exploration and development expenditures on or in respect of the
Property and Land will conform to the following property/Land
Expenditure Schedule:
Property/Land Expenditure Schedule
Period Expenditure
------ -----------
Twelve (12) month anniversary $ 100,000
Twenty-four (24) month anniversary $ 250,000
Thirty-six (36) month anniversary $ 350,000
Forty-eight (48) month anniversary $ 350,000
Sixty (60) month anniversary $ 350,000
Total Expenditure $1,400,000
Expenditures shall include, without limitation, amounts expended in claim
staking, lease fees, assessments and other charges; geophysical, geochemical and
geological surveys, land surveys and aerial surveys; digging, trucking,
sampling, working, mining and procuring ores, minerals
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and metals; excavations; exploration drilling, assaying and metallurgical
testing; in renting, installing and erecting structures, machinery, tools,
appliances and/or equipment; transporting equipment, supplies or other items to
and from the Property/Land or any part of it; wages and salaries of any Nord
personnel and consultants engaged in any work for or on the Property/Land or any
part thereof; in paying assessments and contributions, insurance, food lodging
and sundry expenses relating to such personnel and consultants; and, in paying
such other amounts as are directly related to carrying out the exploration and
development work, including administrative costs, on and for the Property/Land.
Nord shall deliver to Vendors within thirty (30) days of the time limit set
forth for the incurring of the applicable expenditures a certificate stating the
amount of expenditures incurred. The certificate shall be prima fade evidence of
such expenditures having been made. Vendors shall have the right to verify the
expenditures and upon request in writing Nord shall provide sufficient detail of
the expenditures to permit such verification.
Vendors jointly and severally agree to forthwith deliver to Nord photocopies,
all maps, reports, results of surveys and drilling and any other reports of
information that the Vendors possess under their control with respect to the
Property/Land.
During the option period, Nord and/or its affiliates shall do, record and/or pay
annually or in advance assessment work for the Property/Land and shall pay such
taxes, fees and rents as may be required to keep the Property/Land in good
standing which payments shall accrue to Nord's expenditure account for the
Properly/Land.
▇▇▇▇ agrees to enter into contracts with the Vendors, as required and as
independent contractors, for conventional geological services for a period of
two years from the Option Effective Date for conventional geological services
not performed by Nord staff personnel. Nord reserves the right to let contracts
for specialized geological services as determined by it. In the event that any
or all of the Vendors are unavailable, unwilling or unable to perform as
required by Nord for conventional geologic services, Nord retains the right to
contract with other providers for conventional geologic services. The Vendors
shall be paid as independent contractors and at the contract rate of US$350
dollars per day for services provided plus approved expenses.
Nord shall grant Vendors during the option period, access to the Property/Land
at a convenient time and day for Nord or its affiliates, in order to observe the
conduct of operations or to view drill cores and samples.
Any lands acquired by the parties during the terms of this Option and within one
mile of the outer boundary of the Property/Land, will be subject to and included
within the terms of this agreement
Vendors jointly and severally agree to transfer title to Property/Land to Nord
within ten (10) days of the date of signature as set forth below. Should Nord
terminate this Agreement, Nord will transfer title to Property/Land to Vendors
within ten (10) days of Agreement termination.
3. The Vendors represent and warrant to Nord that:
- They have the power, capacity and authority to execute and deliver
this Agreement and any agreement or instrument referred to or
contemplated by this
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Agreement and to carry out and perform all of their obligations and
duties hereunder.
- This Agreement has been duly executed and delivered by them and is a
valid and binding obligation of them enforceable in accordance with
its terms.
- They are the sole recorded lessee of the Property/Land with good and
marketable title thereto.
- The Properly/Land is free and clear of any and all liens, charges,
encumbrances, security interests, mortgages, royalties other than
those which may be levied by the federal government or other claims.
4. ▇▇▇▇ agrees to indemnify and hold harmless the Vendors from any and all
losses actually incurred by Nord in connection with its operations on the
Property/Land.
5. Any failure to pay any amounts under this Agreement when the same shall
become due and payable and such failure continues for sixty (60) days after
notice thereof shall constitute and event of default under this Agreement
6. Nord may, during the currency of the option granted by this Agreement and at
any time, terminate this Agreement In addition, should Nord be unsuccessful in
its attempts to acquire the State of New Mexico Mineral Exploration Leases or
acquire the lease for the ▇▇▇▇▇▇ Ranch, Nord may at its sole option and right
and without any notification to the Vendors, cancel and terminate this
agreement.
After the Option Effective Date, Nord shall provide to Vendors a ninety (90) day
notification of termination of this option in a termination letter. If Nord
terminates this agreement after May 1 of any option year, Nord shall to pay all
BLM filing fees for that assessment year. Should Nord terminate this agreement
after six (6) months of any assessment year for the state exploration permits,
then Nord will be required to make appropriate filings and fee payments.
Upon termination of the option, Nord shall deliver to Vendors all data
generated, including but not limited to copies of all assay reports, drill
records, maps, information and other pertinent exploration reports produced by
Nord and or its affiliates and or agents regarding the Property/Land.
7. If, during the currency of the option granted by this Agreement, Nord shall
default with respect to the making of payments provided for in paragraph 2 above
within the times specified, notice of such default must be communicated in
writing to Nord. Nord shall have sixty (60) days in which to cure the default
from the receipt of such notice.
8. Nord reserves the right to transfer or assign all or any part of its rights
under this Agreement.
9. The Vendors agree that during the term of this Agreement, they shall not
disclose to any third party or issue any statements containing any information
concerning this Agreement, the Property/Land or the activities thereon, without
the written consent of Nord.
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10. The parties hereto agree to sign, execute and deliver all such other deeds
and documents and to do all such other things as may be expedient or necessary
to give full force and effect to this Agreement.
11. This Agreement shall be binding upon, and shall inure to the benefit of the
parties hereto and their respective heirs, successors, and assigns.
12. If any action is brought by either party with respect to its rights under
this Agreement the prevailing party shall be entitled to reasonable attorneys'
fees and court costs as determined by the court.
13. This Agreement shall be governed and construed in accordance with the laws
of the State of Arizona.
Accepted and agreed to by the parties on this 10th day of June, 2004.
NORD RESOURCES CORPORATION ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Operating
Officer SOUTH BRANCH RESOURCES, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
MRPGEO, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President / Manager
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EXHIBIT A
PROPERTIES:
Federal Minerals:
State of New Mexico
▇▇▇ #1 through 45 mining lode claims
T18S, R11W,
Sections 20-22, 27 and 28
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SCHEDULE A
The royalty payment for copper produced from the ▇▇▇▇▇▇ Ranch has not, as of the
date of this agreement, been finalized. In order to execute the Option To
Purchase Agreement, the following text and tables are agreed to by the Parties.
For Copper Production Derived from the ▇▇▇▇▇▇ Ranch Lease:
Vendor's Royalty at Proposed Minimum ▇▇▇▇▇▇ Ranch Royalty
Table 1.
Column A Column B Column C
----------------- ----------------- -----------------
Proposed Minimum
Ave. Copper Sales ▇▇▇▇▇▇ Ranch NSR, Vendor's NSR, Per
Price, $/pound Per Cent Cent
----------------- ----------------- -----------------
<$0.85 0.125% 0.125%
$0.85 to $0.89 0.25% 0.25%
$0.90 to $0.95 0.375% 0.375%
$0.96 to $1.00 0.50% 0.50%
$1.01 to $1.05 0.625% 0.625%
$1.06 to $1.10 0.750% 0.750%
$1.11 to $1.15 0.875% 0.875%
$1.16 to $1.20 1.00% 1.00%
$1.21 to $1.25 1.125% 1.125%
$1.26 to $1.30 1.25% 1.25%
>$1.30 1.50% 1.50%
Vendor's Royalty at Proposed Maximum ▇▇▇▇▇▇ Ranch Royalty
Table 2.
Column A Column B Column C
----------------- ----------------- -----------------
Proposed Minimum
Ave. Copper Sales ▇▇▇▇▇▇ Ranch NSR, Vendor's NSR, Per
Price, $/pound Per Cent Cent
----------------- ----------------- -----------------
<$0.85 0.25% 0.10%
$0.85 to $0.89 0.50% 0.12%
$0.90 to $0.95 0.75% 0.15%
$0.96 to $1.00 1.00% 0.175%
$1.01 to $1.05 1.25% 0.18%
$1.06 to $1.10 1.50% 0.20%
$1.11 to $1.15 1.75% 0.21%
$1.16 to $1.20 2.00% 0.22%
$1.21 to $1.25 2.25% 0.23%
$1.26 to $1.30 2.50% 0.24%
>$1.30 3.00% 0.25%
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For Vendor's NSR Amounts between the proposed Minimum and Maximum ▇▇▇▇▇▇ Ranch
NSR, Vendors will receive the difference between a final ▇▇▇▇▇▇ Ranch NSR, in
percent, and the Proposed Maximum ▇▇▇▇▇▇ Ranch NSR, Per Cent (Table 2, Column
B). For example, at the average copper price of $1.00 and a Proposed ▇▇▇▇▇▇
Ranch NSR of 0/75%, the Vendor's NSR equals 1.00% less 0.75% or 0.25%.
Should the final negotiated ▇▇▇▇▇▇ Ranch royalty be in excess of the amounts
listed in Table 2, Column B, the Parties agree to renegotiate the Vendor's NSR
as listed in Table 2, Column C.
The parties agree to memorialize the Vendor's NSR for copper produced from the
▇▇▇▇▇▇ Ranch upon Nord's conclusion of royalty amount negotiations with the
owners of the ▇▇▇▇▇▇ Ranch in accord with the above example and tables.
