8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 29, 2006
Date of Report (Date of earliest event reported)

NORD RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE	0-26407	85-0212130
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)
1 West Wetmore Road, Suite 203
Tucson, Arizona		85705
(Address of principal executive offices)		(Zip Code)

520-292-0266
Registrant's telephone number, including area code

1 Wetmore Road, Suite 203
Tucson, Arizona
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

Extension of Maturity Dates of Convertible Notes Dated August 19, 2004 and October 4, 2004

Nord Resources Corporation (the “Corporation”) has issued an amended and restated convertible promissory note to Stephen Seymour dated for reference August 19, 2004 in the principal amount of $66,000, and an amended and restated convertible promissory note to Ronald Hirsch (collectively with Mr. Seymour, the “Lenders”) dated for reference October 4, 2004 in the principal amount of $106,000. Each Lender is a director of the Corporation, and Mr. Hirsch also serves the Corporation as Chairman of the Board of Directors.

The loans evidenced by these convertible notes accrue interest at 10% per annum, are unsecured and were to have matured on the earlier of: (a) September 30, 2006, and (b) the closing of (i) a registered equity offering and/or a debt project financing in which the Corporation raises not less than $25 million, or (ii) a significant corporate transaction in which any person (either alone or together with its affiliates and associates) acquires 51% or more of the Corporation’s common stock, or there is a sale, lease, exchange or other transfer of all or substantially all of the Corporation’s assets or assets valued at $12,000,000 or greater.

Pursuant to Amending Agreements between the Corporation and each Lender effective as of September 29, 2006, these convertible notes have been extended to mature on the earlier of: (a) December 22, 2006, and (b) the closing of (i) a registered equity offering and/or a debt project financing in which the Corporation raises not less than $25 million, or (ii) a significant corporate transaction in which any person (either alone or together with its affiliates and associates) acquires 51% or more of the Corporation’s common stock, or there is a sale, lease, exchange or other transfer of all or substantially all of the Corporation’s assets or assets valued at $12,000,000 or greater. These loans continue to be repayable upon maturity: (a) in the case of an equity offering or a debt financing, as to 50% in cash and as to the balance in fully paid shares of common stock at a deemed price of $0.20 per share; (b) in the case of a significant corporate transaction or a sale, lease or transfer of assets, solely in fully paid shares of common stock at a deemed price of $0.20 per share; and (c) in any other case, in such mix of cash and/or fully paid shares of common stock at a deemed price of $0.20 per share as the holder may determine.

Extension of Convertible Note Dated As Of June 29, 2004

The Corporation has issued an amended and restated convertible promissory note dated for reference June 29, 2004 to Mr. Hirsch in the amount of $35,000. The debt evidenced by this convertible note accrues interest at 10% per annum, is unsecured and was to have matured on the earlier of: (a) September 30, 2006, and (b) the closing of (i) a registered equity offering and/or a debt project financing in which the Corporation raises not less than $25 million, or (ii) a significant corporate transaction in which any person (either alone or together with its affiliates and associates) acquires 51% or more of the Corporation’s common stock, or there is a sale, lease, exchange or other transfer of all or substantially all of the Corporation’s assets or assets valued at $12,000,000 or greater.

Pursuant to an Amending Agreement between the Corporation and Mr. Hirsch effective as of September 29, 2006, this convertible note has been extended to mature on the earlier of: (a) December 22, 2006, and (b) the closing of (i) a registered equity offering and/or a debt project financing in which the Corporation raises not less than $25 million, or (ii) a significant corporate transaction in which any person (either alone or together with its affiliates and associates) acquires 51% or more of the Corporation’s common stock, or there is a sale, lease, exchange

2

or other transfer of all or substantially all of the Corporation’s assets or assets valued at $12,000,000 or greater. This loan is repayable upon maturity: (a) in the case of an equity offering or a debt financing, as to 50% in cash and as to the balance in fully paid shares of common stock at a deemed price of $0.175 per share; (b) in the case of a significant corporate transaction or a sale, lease or transfer of assets, solely in fully paid shares of common stock at a deemed price of $0.175 per share; and (c) in any other case, in such mix of cash and/or fully paid shares of common stock at a deemed price of $0.175 per share as the holder may determine.

Extension of $600,000 Revolving Line of Credit Facility Dated June 21, 2005

On June 21, 2005, the Corporation entered into a $600,000 secured revolving line of credit agreement with the Lenders. The line of credit bears interest at a rate equal to M&T Bank’s prime rate and is collateralized by accounts receivable, inventory, property and equipment, and other assets. Pursuant to an agreement between the Corporation and the Lenders dated August 17, 2006, the line of credit was to have matured on the earlier of: (a) September 30, 2006, and (b) the closing of a registered equity offering and/or a debt project financing in which the Corporation raises not less than $20 million.

Pursuant to an Amending Agreement effective as of September 29, 2006, the maturity date of the line of credit has been extended to the earlier of: (a) December 22, 2006, and (b) the closing of (i) a registered equity offering and/or a debt project financing in which the Corporation raises not less than $20 million, or (ii) a significant corporate transaction in which any person (either alone or together with its affiliates and associates) acquires 51% or more of the Corporation’s common stock, or there is a sale, lease, exchange or other transfer of all or substantially all of the Corporation’s assets or assets valued at $12,000,000 or greater. In consideration for the issuance of the line of credit, the Corporation agreed to issue to the Lenders four shares of common stock and four warrants for every $1 loaned to the Corporation. As of the date hereof, the Corporation has issued a total of 2,260,000 shares of common and 2,260,000 warrants pursuant to the revolving line of credit.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

EXHIBIT NUMBER DESCRIPTION

10.1	Amendment agreement dated September 29, 2006 between Nord Resources Corporation and Stephen Seymour in respect of Amended and Restated Convertible Promissory Note dated for reference August 19, 2004, in the principal amount of $66,000*
10.2	Amendment agreement dated September 29, 2006 between Nord Resources Corporation and Ronald Hirsch in respect of Amended and Restated Convertible Promissory Note dated for reference October 4, 2004, in the principal amount of $106,000*
10.3	Amendment agreement dated September 29, 2006 between Nord Resources Corporation and Ronald Hirsch in respect of Amended and Restated Convertible Promissory Note dated for reference June 29, 2004, in the principal amount of $35,000*
10.4	Amending agreement dated September 29, 2006 among Nord Resources Corporation, Ronald Hirsch and Stephen Seymour in respect of that certain $600,000 Revolving Line of Credit Agreement and that certain Secured Promissory Note, as previously amended, each dated for reference June 21, 2005*
*	Filed herewith.

3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORD RESOURCES CORPORATION
Date:October 4, 2006	By:	/s/ John Perry
		John Perry
		Chief Financial Officer

4.

EX-10.1

AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE
PROMISSORY NOTE DATED FOR REFERENCE AUGUST 19, 2004

(the “Amended and Restated Convertible Note”)

Effective as of September 29, 2006, the Amended and Restated Convertible Note dated August 14, 2006, in the principal amount of Sixty-Six Thousand Dollars ($66,000), between Nord Resources Corporation (the “Company”) and Stephen D. Seymour (the “Holder”) shall be amended as follows:

Section 1 shall be deleted in its entirety and replaced with the following:

“1.           Maturity: Unless converted as provided in Section 2, this Note will automatically mature and be due and payable in cash upon the earlier of:

(a)           December 22, 2006; and

(b)           the closing date of

(i)           a registered equity offering and/or a debt project financing (collectively or separately, a “Funding”) in which the Company raises not less than the aggregate amount of $25,000,000, or

(ii)          a significant corporate transaction (a “Significant Transaction”) in which

(A)           any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the common shares the Company, or

(B)           there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of assets of the Company valued at $12,000,000 or greater

(the “Maturity Date”). Subject to Section 2 below, interest shall accrue on this Note,”

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles containing original signatures shall be deemed for all purposes to be originally-signed copies of the documents which are the subject of such facsimiles.

Dated as of September 29, 2006.

AGREED TO AND ACCEPTED:

COMPANY:	HOLDER:
NORD RESOURCES CORPORATION	STEPHEN D. SEYMOUR
By:    /s/ John T. Perry	BY:    /s/ Stephen D. Seymour
Name:         John Perry	Name:         Stephen D. Seymour
Title:           Senior Vice President, Secretary,	Address:     Rockland Investments Inc.
Treasurer and Chief Financial Officer
	2201 Old Court Road,
Address:    1 West Wetmore Road, Suite 203	Baltimore, MD 21208 USA
Tucson, Arizona 85705 USA

EX-10.2

AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE
PROMISSORY NOTE DATED FOR REFERENCE OCTOBER 4, 2004

(the “Amended and Restated Convertible Note”)

Effective as of September 29, 2006, the Amended and Restated Convertible Note dated August 14, 2006, in the principal amount of One Hundred Six Thousand Dollars ($106,000), between Nord Resources Corporation (the “Company”) and Ronald A. Hirsch (the “Holder”) shall be amended as follows:

Section 1 shall be deleted in its entirety and replaced with the following:

“1.           Maturity: Unless converted as provided in Section 2, this Note will automatically mature and be due and payable in cash upon the earlier of:

(a)           December 22, 2006; and

(b)           the closing date of

(i)           a registered equity offering and/or a debt project financing (collectively or separately, a “Funding”) in which the Company raises not less than the aggregate amount of $25,000,000, or

(ii)           a significant corporate transaction (a “Significant Transaction”) in which

(A)           any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the common shares the Company, or

(B)           there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of assets of the Company valued at $12,000,000 or greater

(the “Maturity Date”). Subject to Section 2 below, interest shall accrue on this Note,”

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles containing original signatures shall be deemed for all purposes to be originally-signed copies of the documents which are the subject of such facsimiles.

Dated as of September 29, 2006.

AGREED TO AND ACCEPTED:

COMPANY:	HOLDER:
NORD RESOURCES CORPORATION	RONALD A. HIRSCH
By:    /s/ John T. Perry	BY:    /s/ Ronald A. Hirsch
Name:         John Perry	Name:         Ronald A. Hirsch
Title:           Senior Vice President, Secretary,	Address:    668 N. Coast Hwy, #171
Treasurer and Chief Financial Officer
	Laguna Beach, CA 92561 USA
Address:    1 West Wetmore Road, Suite 203
Tucson, Arizona 85705 USA

EX-10.3

AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE
PROMISSORY NOTE DATED FOR REFERENCE JUNE 29, 2004

(the “Amended and Restated Convertible Note”)

Effective as of September 29, 2006, the Amended and Restated Convertible Note dated August 14, 2006, in the principal amount of Thirty-Five Thousand Dollars ($35,000), between Nord Resources Corporation (the “Company”) and Ronald A. Hirsch (the “Holder”) shall be amended as follows:

Section 1 shall be deleted in its entirety and replaced with the following:

“1.           Maturity: Unless converted as provided in Section 2, this Note will automatically mature and be due and payable in cash upon the earlier of:

(a)           December 22, 2006; and

(b)           the closing date of

(i)           a registered equity offering and/or a debt project financing (collectively or separately, a “Funding”) in which the Company raises not less than the aggregate amount of $25,000,000, or

(ii)          a significant corporate transaction (a “Significant Transaction”) in which

(A)           any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the common shares the Company, or

(B)           there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of assets of the Company valued at $12,000,000 or greater

(the “Maturity Date”). Subject to Section 2 below, interest shall accrue on this Note,”

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimiles containing original signatures shall be deemed for all purposes to be originally-signed copies of the documents which are the subject of such facsimiles.

Dated as of September 29, 2006.

AGREED TO AND ACCEPTED:
COMPANY:	HOLDER:
NORD RESOURCES CORPORATION	RONALD A. HIRSCH
BY:  /s/ John T. Perry	BY:   /s/ Ronald A. Hirsch
Name:         John Perry	Name:         Ronald A. Hirsch
Title:           Senior Vice President, Secretary,	Address:    668 N. Coast Hwy, #171
Treasurer and Chief Financial Officer
	Laguna Beach, CA 92561 USA
Address:    1 West Wetmore Road, Suite 203
Tucson, Arizona 85705 USA

EX-10.4

AMENDING AGREEMENT
(REVOLVING LINE OF CREDIT)

THIS AGREEMENT is made effective September 29, 2006.

AMONG:

NORD RESOURCES CORPORATION, a Delaware corporation, with an office at 1 West Wetmore Road, Suite 203, Tucson, Arizona, 85705

(“Nord”)

AND:

RONALD HIRSCH, an adult individual residing in the county of Orange, State of California

(“Hirsch”)

AND:

STEPHEN SEYMOUR, an adult individual residing in the county of Baltimore, State of Maryland

(“Seymour”)

WHEREAS:

(A)                On June 21, 2005, Nord entered into a $600,000 revolving line of credit agreement (the “Credit Agreement”) and Secured Promissory Note (the “Note” and together with the Credit Agreement, the “Revolver”) with Hirsch and Seymour, that was amended on November 8, 2005, May 5, 2006, August 14, 2006 and August 17, 2006;

(B)                Nord, Hirsch and Seymour wish to amend the terms of the Revolver as described in this Agreement; and

(C)                Capitalized terms not otherwise herein defined shall have the meaning ascribed to them in the Revolver.

THIS AGREEMENT WITNESSES that in consideration of the premises and of the sum of $10 and other good and valuable consideration now paid by each of the parties to the others (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties covenant and agree that;

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Revolving Line of Credit

1.           The Maturity Date is the earlier of:

(a)           December 22, 2006, or

(b)           the closing date of

(i)           a registered equity offering and/or a debt project financing (collectively or separately, a “Funding”) in which the Company raises not less than the aggregate amount of $20,000,000, or

(ii)          a significant corporate transaction (a “Significant Transaction”) in which

(A)           any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the common shares the Company, or

(B)           there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of assets of the Company valued at $12,000,000 or greater

provided that if the maturity date of Nord’s $4,900,000 loan facility with Nedbank is extended, Nord, Hirsch, and Seymour will negotiate a further amendment to this section in good faith.

All outstanding amounts owing under the Revolver will be paid in cash on the Maturity Date, as so extended.

Amendment

2.           Except as amended hereby, the Revolver continues in full force and effect as of the date hereof.

Entire Agreement

3.           This Agreement constitutes the entire agreement between the parties, and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise between the parties, with respect to the subject matter of this Agreement. Nothing in this Section 2 will limit or restrict the effectiveness and validity of any document with respect to the subject matter of this Agreement that is executed and delivered contemporaneously with or pursuant to this Agreement.

- 3 -

Counterparts

4.           This Agreement may be executed in any number of counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which will together be deemed to be an original, notwithstanding that each party is not a signatory to the same counterpart.

IN WITNESS WHEREOF this Agreement has been executed by the parties effective as of the day and year first above written.

NORD RESOURCES CORPORATION

Per:	/s/ John T. Perry
	John Perry
	Senior Vice President, Secretary, Treasurer and
	Chief Financial Officer

/s/ Ronald Hirsch	/s/ Stephen D. Seymour
RONALD HIRSCH	STEPHEN SEYMOUR