X0202 5 2005-12-31 0 1 1 0000072316 NORD RESOURCES CORP NRDS.PK 0001114621 HIRSCH RONALD 3028 NORTH SEVEN DASH ROAD DRAGOON AZ 85609-0384 1 1 1 0 Chairman and CEO Shares of Common Stock 3 771400 D Shares of Common Stock 2000-07-11 4 P 0 L 625000 0.16 A 1396400 D Shares of Common Stock 2004-01-06 4 M 0 L 500000 0.02 A 1896400 D Shares of Common Stock 2004-06-25 4 M 0 L 500000 0.02 A 2396400 D Shares of Common Stock 2004-06-29 4 M 0 L 250000 0.02 A 2646400 D Shares of Common Stock 2005-06-21 4 J 0 L 50000 A 2696400 D Shares of Common Stock 2005-06-29 4 J 0 L 50000 A 2746400 D Shares of Common Stock 2005-07-08 4 J 0 L 450000 A 3196400 D Shares of Common Stock 2005-08-01 4 J 0 L 200000 A 3396400 D Shares of Common Stock 2005-09-22 4 J 0 L 100000 A 3496400 D Shares of Common Stock 2005-10-05 4 J 0 L 30000 A 3526400 D Shares of Common Stock 2005-10-11 4 J 0 L 20000 A 3546400 D Shares of Common Stock 2005-10-20 4 J 0 L 230000 A 3776400 D Share purchase warrants 0.18 2000-11-07 4 P 0 L 625000 0 A 2000-11-07 2003-06-30 Common shares 625000 0 D Incentive stock options 0.02 2004-01-02 4 A 0 L 3000000 0 A 2003-10-20 2008-10-20 Common shares 3000000 3000000 D Incentive stock options 0.02 2004-01-05 4 X 0 L 500000 0.02 D 2003-10-20 2008-10-20 Common shares 500000 2500000 D Incentive stock options 0.02 2004-06-25 4 X 0 L 500000 0.02 D 2003-10-20 2008-10-20 Common shares 500000 2000000 D Incentive stock options 0.02 2004-06-29 4 X 0 L 250000 0.02 D 2003-10-20 2008-10-20 Common shares 250000 1750000 D Incentive stock options 0.02 2004-06-29 4 X 0 L 1750000 0.02 D 2003-10-20 2008-10-20 Common shares 1750000 0 D Convertible Promissory Note 0.2 2004-10-04 4 J 0 L 530000 106000 A 2006-05-08 2006-05-08 Common shares 530000 530000 D Convertible Promissory Note 0.175 2004-06-29 4 J 0 L 200000 35000 A 2006-05-08 2006-05-08 Common shares 200000 730000 D Incentive stock options 0.02 2005-04-04 4 A 0 L 1750000 0 A 2003-10-20 2008-10-20 Common shares 1750000 2480000 D Share purchase warrants 0.4 2005-06-21 4 J 0 L 50000 0 A 2005-06-21 2008-06-21 Common shares 50000 2530000 D Share purchase warrants 0.4 2005-06-29 4 J 0 L 50000 0 A 2005-06-29 2008-06-29 Common shares 50000 2580000 D Share purchase warrants 0.4 2005-07-08 4 J 0 L 450000 0 A 2005-07-08 2008-07-08 Common shares 450000 3030000 D Share purchase warrants 0.4 2005-08-01 4 J 0 L 200000 0 A 2005-08-01 2008-08-01 Common shares 200000 3230000 D Share purchase warrants 0.4 2005-09-22 4 J 0 L 100000 0 A 2005-09-22 2008-09-22 Common shares 100000 3330000 D Share purchase warrants 0.4 2005-10-05 4 J 0 L 30000 0 A 2005-10-05 2008-10-05 Common shares 30000 3360000 D Share purchase warrants 0.4 2005-10-11 4 J 0 L 20000 0 A 2005-10-11 2008-10-11 Common shares 20000 3380000 D Share purchase warrants 0.4 2005-10-20 4 J 0 L 230000 0 A 2005-10-20 2008-10-20 Common shares 230000 3610000 D The reporting Person had acquired these shares over time. On September 7, 2000, the Reporting Person was appointed as a director of the Issuer. The reporting of these transactions on Form 3 was not "timely filed" due to an administrative oversight. The reporting of these transactions on Form 4 were not "timely filed" due to an administrative oversight. In November 2004 the Reporting Issuer participated in a private placement of units of the Issuer's securities, acquiring 625,000 units at a price of $0.16 per unit. Each unit consisted of one common share and one share purchase warrant exercisable at a price of $0.18 until June 30, 2003 to acquire an additional common share of the Issuer. The warrants expired unexercised. On January 2, 2004 the Reporting Person entered an executive employment agreement with the Issuer to serve as CEO of the Issuer. The term of the agreement is for three years and in connection with the agreement, the Reporting Person was granted 3,000,000 incentive stock options exercisable at $0.02, which was the market price at the date of the grant. These options were issued to the Reporting Person under the executive employment agreement and are not issued under any option plan of the Issuer. 1,250,000 options were exercised by the Reporting Person to acquire 1,250,000 common shares of the Issuer in three exercises in January and June of 2004. Also in June of 2004, the Reporting Person exercised 1,750,000 options, which exercise was subsequently rescinded in June of 2005. See note 7 for details of the rescission. On June 21, 2005 the Reporting Issuer entered into a revolving line of credit agreement with the Reporting Person and another director of the Issuer. The line of credit bears interest at 6% and has a maturity of the earlier of May 8, 2006 and one week after the closing of an equity offering in which the Issuer raises in excess of $25,000,000. In consideration of the Reporting Person and the other lender making the credit facility available to the Issuer, the Issuer agreed to issue to the Reporting Person four common shares and four share purchase warrants for every dollar advanced by the Reporting Person under the credit facility. The Issuer has issued 1,130,000 common shares and 1,130,000 share purchase warrants in eight tranches with the expiry dates as set out in this Form 5 to the Reporting Person under the revolving line of credit agreement. In October 2004, the Reporting Person made a loan of $106,000 to the Issuer. The loan was evidenced by a convertible promissory note dated October 4, 2004 and bearing interest at 10% per annum and maturing on the earlier of May 8, 2006 and one week after the closing of an equity offering in which the Issuer raises in excess of $25,000,000. The note is convertible into common stock at a conversion price of $0.20 per share. The figure reported in column 5 reflects the number of common shares into which the principal is convertible, but does not included the number of shares for accrued interest, as that figure is not currently known. On June 29, 2004, the Reporting Person exercised 1,750,000 options, which was the balance of the grant of 3,000,000 options made by the Issuer on October 20, 2003 in connection with the Reporting Person's employment by the Issuer as chief executive officer. In April of 2005, the Issuer and the Reporting Person agreed to rescind this exercise and to reinstate the original 1,750,000 options to the Reporting Person at the exercise price and with the expiry date of the options under the original grant. In lieu of repayment to the Reporting Person of the $35,000 exercise price paid for the option shares, the Reporting Person was issued a convertible promissory note for $35,000, dated as of the date of the rescinded option exercise. The note bears interest at 10% and matures on the earlier of May 8, 2006 and one week after the closing of an equity offering in which the Issuer raises in excess of $25,000,000. The note is convertible into common stock at a conversion price of $0.175 per share. Ronald Allen Hirsch 2006-02-02