<PAGE>
                                                                    Exhibit 4.35

                           NORD RESOURCES CORPORATION

                                                                November 8, 2005

Nedbank Limited
1st Floor, Old Mutual Place
2 Lambeth Hill
London EC4V 4GG
Attn: Kevin Ryder

     Re: Bridge Loan

Ladies and Gentlemen:

     Reference is made to that certain bridge loan (the "Loan") in the aggregate
principal amount of $3,900,000 to Nord Resources Corporation (the "Borrower")
represented by that certain secured promissory note, dated the date hereof made
by the Borrower in favor of Nedbank Limited (the "Lender") (as amended,
supplemented, refinanced or otherwise modified from time to time, the "Note").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Note.

     It is a condition subsequent to the obligation of the Lender to make the
loan described in the Note that certain items be delivered to the Lender,
certain of which items have not been so delivered. In order to facilitate the
closing of the Loan within the time constraints requested by the Borrower, the
Lender has agreed that certain closing requirements may be waived in whole or in
part, as conditions to the initial disbursement under said financing
arrangement. In consideration thereof, the Borrower has agreed to satisfy each
of the following items set forth below within the corresponding time period set
forth below:

     1.   In the event that the Borrower does not complete an Initial Public
          Offering of its common stock by May 8, 2006, the Borrower agrees to
          issue to the Lender a warrant certificate evidencing warrants to
          purchase up to 743,590 shares of the Borrower's common stock, at an
          exercise price equal to the average of the closing prices (as listed
          on the Bulletin Board) of Borrower's common stock on the twenty (20)
          trading days ending on May 8, 2006, substantially in the form attached
          hereto as Exhibit A.

     2.   The Borrower agrees to propose to Lender the terms of any project
          financing which it desires to procure for the Johnson Camp Mine, and
          to negotiate in good faith to obtain such project financing from
          Lender, and to accept such project financing from Lender if mutual
          agreement can be obtained, on terms acceptable to the Borrower in its
          sole and absolute discretion, prior to negotiating the same with any
          third party.

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     The Borrower acknowledges and agrees that its failure (a) to satisfy any of
the requirements set forth above within the time constraints set forth above
with respect to such requirements or (b) to comply with any of the other terms
or provisions of this letter agreement, shall constitute a Default (as defined
in the Note) giving rise to all rights and remedies permitted to the Lender
under the Note.

     This agreement shall be governed by, and shall be construed and enforced in
accordance with the laws of the State of Arizona. No waiver, modification or
amendment of any provision of this agreement shall be effective unless
specifically made in writing and duly signed by the party to be bound thereby.

     Except as expressly provided herein, this agreement shall not act as a
waiver or excuse of performance of any obligations contained in the Note.

                            [Signature page follows]

<PAGE>

                                        Very truly yours,

                                        NORD RESOURCES CORPORATION


                                        By: /s/ Erland A. Anderson
                                            ------------------------------------
                                        Name: Erland Anderson
                                        Title: President


AGREED AND ACCEPTED THIS _____ day of
November, 2005

NEDBANK LIMITED


By: /s/ T. Rust                         /s/ S. Chislett
    ---------------------------------   ----------------------------------------
Name: T.Rust                            S. Chislett
Title: Head of Forfaiting               Head of Credit

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                                    EXHIBIT A

                           NORD RESOURCES CORPORATION

                               WARRANT CERTIFICATE

No. ________                                                    743,590 Warrants

THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF
COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION SUCH QUALIFICATION AND
REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION THEREFROM. NO TRANSFER OF
ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

Issue Date: _________, 2006

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Nedbank Limited, a __________ limited
liability company organized under the laws of the Republic of South Africa (the
"Holder"), is the owner of 743,590 warrants to purchase an equal number of
validly-issued, fully-paid and non-assessable shares of Common Stock of NORD
RESOURCES CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation").

The warrants represented by this Warrant Certificate are fully vested as of the
date hereof. Purchase may be made at any time, and from time to time, prior to
5:00 p.m. Pacific Time on the Expiration Date (as hereinafter defined), upon the
presentation and surrender of this Warrant Certificate with a written notice
signed by the Holder stating the number of shares of Common Stock with respect
to which such exercise is being made, at the principal corporate address of the
Corporation, accompanied by payment of the Purchase Price, in lawful money of
the United States of America in cash or by official bank or certified check made
payable to NORD RESOURCES CORPORATION. The Purchase Price and the number of
shares of Common Stock subject to purchase upon the exercise of the Warrants are
subject to modification or adjustment as set forth herein.

SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
     following meanings, unless the context shall otherwise require:

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     (a)  "Adjusted Purchase Price" shall have the meaning given to it in
          Section 5 of this Certificate.

     (b)  "Change of Shares" shall have the meaning given to it in Section 5 of
          this Certificate.

     (c)  "Corporate Office" shall mean the office of the Corporation at which,
          at any particular time, its principal business shall be administered,
          which office is currently located at 3048 Seven Dash Road, Dragoon,
          Arizona 85609.

     (d)  "Exercise Date" shall mean, as to any Warrant, the date on which the
          Corporation shall have received both (a) this Warrant Certificate,
          together with a written notice of exercise in accordance herewith,
          duly executed by the Holder hereof, or his attorney duly authorized in
          writing, and indicating that the Holder is thereby exercising such
          Warrant(s), and (b) payment by wire transfer, or by official bank or
          certified check made payable to the Corporation, of an amount in
          lawful money of the United States of America equal to the applicable
          Purchase Price for such Warrant(s).

     (e)  "Exercise Price" shall mean, as to any Warrant, the average closing
          price of the Common Stock (as listed on the bulletin board) for the 20
          trading days prior to May ____, 2006.

     (f)  "Expiration Date" shall mean 5:00 P.M. (Pacific Time) on the date that
          is twenty-four (24) months following the date of this Warrant
          Certificate.

          If the Expiration Date falls on a holiday or a day on which banks are
          authorized to be closed in the State of Arizona, then the Expiration
          Date shall mean 5:00 P.M. (Pacific Time) of the next consecutive day
          which does not fall on a holiday or a day on which banks are
          authorized to be closed in the State of Arizona.

     (g)  "Holder" shall mean, as to any Warrant and as of any particular date,
          the person in whose name the Warrant Certificate representing such
          Warrant is registered as of that date on the Warrant Register
          maintained by the Corporation.

     (h)  "Common Stock" shall mean the common stock of the Corporation, which
          has the right to participate in the distribution of earnings and
          assets of the Corporation without limit as to amount or percentage.

     (i)  "Purchase Price" shall mean the purchase price to be paid upon
          exercise of each Warrant hereunder in accordance with the terms
          hereof, which

<PAGE>

          price shall be the Exercise Price, subject to adjustment from time to
          time pursuant to the provisions of Section 5 hereof.

     (j)  "Securities Act" shall mean the Securities Act of 1933, and any
          amendments or modifications, or successor legislation, thereto
          adopted, and all regulations, rules or other laws enacted or adopted
          pursuant thereto.

     (k)  "Warrants" shall mean the Warrants represented by this Warrant
          Certificate.

     (l)  "Warrant Certificate" shall mean any certificate representing
          Warrants, and "this Certificate" shall mean they warrant Certificate
          issued to the Holder identification on the first page hereof.

     (m)  "Warrant Registry" means the official record maintained by the
          Corporation in which are recorded, with respect to each Warrant
          Certificate issued by the Corporation: the date of issuance, the name
          and address of the original Holder, the name and address of each
          subsequent transferee of such original Holder, and the number
          identifying, such Warrant Certificate.

     (n)  "Warrant Shares" shall have the meaning given to it in Section 2 of
          this Certificate.

SECTION 2. EXERCISE OF WARRANTS.

     (a)  Each Warrant evidenced hereby may be exercised by the Holder at any
          time on the Exercise Date, upon the terms and subject to the
          conditions set forth herein. A Warrant shall be deemed to have been
          exercised immediately prior to the close of business on the Exercise
          Date and the person entitled to receive shares of restricted common
          stock of the Corporation deliverable upon such exercise shall be
          treated for all purposes as the Holder of a Warrant Share upon the
          exercise of the applicable Warrant as of the close of business on the
          Exercise Date. Promptly following, and in any event within ten (10)
          business days after, the date on which the Corporation first receives
          clearance of all funds received in payment of the Purchase Price
          pursuant to this Warrant Certificate, the Corporation shall cause to
          be issued and delivered to the person or persons entitled to receive
          the same, a certificate or certificates evidencing the issuance to
          such Holder of the applicable number of Warrant Shares (plus a Warrant
          Certificate for any remaining issued but unexercised Warrants of the
          Holder). Notwithstanding the foregoing sentence, in the event that any
          registration or qualification (or filing for exemption from any such
          requirements) is required prior to the issuance of

<PAGE>

          such Warrant Shares by the Corporation in accordance with Section 3(b)
          below, then the obligation to deliver any such certificates shall
          arise only upon completion of such requirements and at such time as
          the Corporation may lawfully do so.

     (b)  Upon the exercise of the Warrants represented hereby, if the
          Corporation so requests, the Holder shall certify to the Corporation
          that it is not exercising such Warrants with a view to distribute the
          Warrant Shares in violation of the Securities Act, and shall provide
          such other investor representations as the Corporation may require to
          confirm the ability of the Corporation to rely upon the exemption from
          registration under the Securities Act which applies to the
          distribution of Warrant Shares at the time of such distribution.

SECTION 3. RESERVATION OF SHARES; REGISTRATION; RIGHTS; TAXES; ETC.

     (a)  The Corporation covenants that it will at all times reserve and keep
          available out of its authorized Common Stock, solely for the purpose
          of issue upon the valid exercise of Warrants, such number of Warrant
          Shares as shall then be issuable upon the exercise of all Warrants
          then outstanding. The Corporation covenants that all shares of Common
          Stock which shall be issuable upon exercise of the Warrants shall, at
          the time of delivery, be duly and validly issued, fully-paid,
          non-assessable and free from all taxes, liens and charges with respect
          to the issuance thereof (other than those which the Corporation shall
          promptly pay or discharge, or any liens created thereon by the Holder
          thereof and/or any predecessor of such Holder).

     (b)  The Corporation shall not be obligated to deliver any Warrant Shares
          pursuant to the exercise of the Warrants represented hereby unless and
          until a registration statement under the Securities Act and/or under
          any applicable state securities laws and regulations, with respect to
          such securities is effective, or an exemption from such registration
          is available to the Corporation at the time of such exercise. The
          Corporation covenants that if any Warrant Shares reserved for the
          purpose of exercise of Warrants hereunder require registration with,
          or approval of, any governmental authority under any federal or state
          securities law before such securities may be validly issued or
          delivered upon such exercise, then the Corporation will in good faith
          and as expeditiously as reasonably possible, endeavor to secure such
          registration or approval. However, in the event that this Warrant
          Certificate represents Warrants which have been transferred by an
          initial holder thereof, the Warrants represented hereby may not be
          exercised by, nor shares of Common Stock issued to, the Holder hereof
          in any state in which such exercise and issuance would be unlawful. If
          the Holder exercises its right to purchase Warrant Shares following
          the initial public offering of the Corporation's Common Stock,

<PAGE>

          the Warrant Shares issuable to the Holder upon exercise of the
          Warrants will be registered under the Securities Act and freely
          tradeable by the Holder.

     (c)  The Corporation shall pay all documentary, stamp or similar taxes and
          other governmental charges that may be imposed with respect to the
          issuance of the Warrants, or the issuance or delivery of any shares of
          Common Stock upon exercise of the Warrants; provided, however, that if
          the shares of Common Stock are to be delivered in a name other than
          the name of the Holder hereof, then no such delivery shall be made
          unless the person requesting the same has paid to the Corporation the
          amount of transfer taxes or charges incident thereto, if any.

SECTION 4. LOSS OR MUTILATION. Upon receipt by the Corporation of evidence
     satisfactory to it of the ownership of, and loss, theft, destruction or
     mutilation of, this Warrant Certificate and (in case of loss, theft or
     destruction) of indemnity satisfactory to the Corporation, and (in the case
     of mutilation) upon surrender and cancellation thereof, the Corporation
     shall execute and deliver to the Holder in lieu thereof a new Warrant
     Certificate of like tenor representing an equal aggregate number of
     Warrants as was indicated to be outstanding on the prior lost or mutilated
     Warrant Certificate (provided, however, that to the extent that any
     discrepancy may exist between the number of Warrants purported to be
     outstanding in respect of any Holder as evidenced by a Warrant Certificate
     that has been lost or mutilated and the number attributable to such Holder
     in the Warrant Registry, then the Warrant Registry shall control for all
     purposes, absent a showing of manifest error. Each Holder requesting a
     substitute Warrant Certificate due to loss, theft or destruction shall,
     prior to receiving such substitute certificate, provide an affidavit to the
     Corporation in the form prescribed thereby and signed by (and notarized on
     behalf of) such Holder. Applicants for a substitute Warrant Certificate
     shall comply with such other reasonable regulations and pay such other
     reasonable charges as the Corporation may prescribe.

SECTION 5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES OR
     WARRANTS.

     (a)  Subject to the provisions of this Warrant Certificate and applicable
          law, in the event the Corporation shall, at any time or from time to
          time after the date hereof, issue any shares of Common Stock as a
          stock dividend to the holders of Common Stock, or subdivide or combine
          the outstanding shares of Common Stock into a greater or lesser number
          of shares (any such sale, issuance, subdivision or combination being
          herein called a "Change of Shares"), then, and thereafter upon each
          further Change of Shares, the Purchase Price in effect immediately
          prior to such Change of Shares shall be reduced, but in no event
          increased, to a price (the "Adjusted Purchase Price") determined by
          multiplying the Purchase Price in effect immediately prior to such
          Change of Shares by a fraction, the numerator

<PAGE>

          of which shall be the sum of the number of shares of Common Stock
          outstanding immediately prior to the issuance of such additional
          shares plus the number of shares of Common Stock which the aggregate
          consideration received by the Corporation would purchase at such
          Purchase Price, and the denominator of which shall be the sum of the
          number of shares of Common Stock outstanding immediately after the
          issuance of such additional shares. Such adjustment to the Purchase
          Price shall be made successively whenever an issuance is made after a
          Change of Shares has occurred.

          Upon each adjustment of the Purchase Price pursuant to this Section
          5(a), the total number of shares of Common Stock purchasable upon the
          exercise of each Warrant shall become (subject to the provisions
          contained in Section 5(b) hereof) such number of shares (calculated to
          the nearest tenth) purchasable at the Purchase Price in effect
          immediately prior to such adjustment multiplied by a fraction, the
          numerator of which shall be the Purchase Price in effect immediately
          prior to such adjustment and the denominator of which shall be the
          applicable Adjusted Purchase Price (rounded to the nearest whole
          number of shares). No fractional shares shall be issued or called for
          as a result of any adjustment made hereunder.

     (b)  The Corporation may elect, at its sole discretion, upon any adjustment
          of the Purchase Price hereunder, to adjust the number of Warrants
          outstanding, in lieu of adjustment of the number of Warrant Shares
          purchasable upon the exercise of each Warrant as hereinabove provided,
          so that each Warrant outstanding after such adjustment shall represent
          the right to purchase one Warrant Share. Each Warrant held of record
          prior to such adjustment of the number of Warrants shall become that
          number of Warrants (calculated to the nearest tenth) determined by
          multiplying the number one by a fraction, the numerator of which shall
          be the Purchase Price in effect immediately prior to such adjustment
          and the denominator of which shall be the Adjusted Purchase Price.
          Upon each adjustment of the number of Warrants pursuant to this
          Section 5(b), the Corporation shall, as promptly as practicable, cause
          to be distributed to each Holder of Warrant Certificates, on the date
          of such adjustment, Warrant Certificates evidencing the adjusted
          number of Warrants to which such Holder shall be entitled as a result
          of such adjustment or, at the sole option of the Corporation, cause to
          be distributed to such Holder in substitution and replacement for the
          Warrant Certificates held by him prior to the date of adjustment, and
          upon surrender thereof, (if required by the Corporation) new Warrant
          Certificates evidencing the aggregate number of Warrants to which such
          Holder shall be entitled after such adjustment.

     (c)  In case of any reclassification, capital reorganization or other
          change of outstanding shares of Common Stock, or in case of any

<PAGE>

          consolidation or merger of the Corporation with or into another
          corporation (other than a consolidation or merger in which the
          Corporation is the continuing corporation and which does not result in
          any reclassification, capital reorganization or other change of
          outstanding shares of Common Stock), or in case of any sale or
          conveyance to another corporation of all, or substantially all, of the
          property of the Corporation (other than a sale/leaseback, mortgage or
          other financing transaction), the Corporation shall cause effective
          provision to be made so that each holder of a Warrant then outstanding
          shall have the right thereafter, by exercising such Warrant, to
          purchase the kind and number of shares of stock or other securities or
          property (including cash) receivable upon such reclassification,
          capital reorganization or other change, consolidation, merger, sale or
          conveyance by a holder of the number of Warrant Shares that might have
          been purchased upon exercise of such Warrant immediately prior to such
          reclassification, capital reorganization or other change,
          consolidation, merger, sale or conveyance. Any such provision shall
          include provision for adjustments that shall be as nearly equivalent
          as may be practicable to the adjustments provided for in this Section
          5 upon a Change of Shares. The Corporation shall not effect any such
          consolidation, merger or sale without the written consent of Holders
          of a majority of the Warrants then outstanding, unless prior to or
          simultaneously with the consummation thereof the successor (if other
          than the Corporation) resulting from such consolidation or merger or
          the corporation purchasing assets or other appropriate corporation or
          entity shall assume, by written instrument executed and delivered to
          the Corporation, the obligation to deliver to the holder of each
          Warrant such substitute warrants, shares of stock, securities or
          assets as, in accordance with the foregoing provisions, such Holders
          may be entitled to purchase, and the other obligations of the
          Corporation set out in this Certificate. The foregoing provisions
          shall similarly apply to successive reclassifications, capital
          reorganizations and other changes of outstanding shares of Common
          Stock and to successive consolidations, mergers, sales or conveyances.

     (d)  Irrespective of any adjustments or changes in the Purchase Price or
          the number of Warrant Shares purchasable upon exercise of the
          Warrants, all Warrant Certificates issued (whether prior to or
          subsequent to any event causing an adjustment thereof) shall continue
          to express the Purchase Price per share, and the number of shares
          purchasable thereunder as originally expressed in the Warrant
          Certificate initially issued to any Holder.

     (e)  After each adjustment of the Purchase Price pursuant to this Section
          5, the Corporation will promptly prepare a certificate signed by the
          Chairman or Chief Executive Officer, and attested by the Secretary or

<PAGE>

          an Assistant Secretary, of the Corporation setting forth: (i) the
          Purchase Price as so adjusted, (ii) the number of shares of Common
          Stock purchasable upon exercise of each Warrant after such adjustment
          or, if the Corporation shall have elected to adjust the number of
          Warrants, the number of Warrants to which the Holder of each Warrant
          shall then be entitled, and (iii) a brief statement of the facts
          accounting for such adjustment. The Corporation will promptly cause a
          brief summary thereof to be sent by ordinary first class mail to each
          Holder of Warrants at his or her last address as it shall appear on
          the registry books of the Corporation. No failure to mail such notice
          nor any defect therein nor in the mailing thereof shall affect the
          validity thereof. The affidavit of the Secretary or an Assistant
          Secretary of the Corporation that such notice has been mailed shall,
          in the absence of fraud, be prima facie evidence of the facts stated
          therein.

     (f)  As used in this Section 5, references to "Common Stock" shall mean and
          include all of the Corporation's Common Stock authorized on the date
          hereof and shall also include any capital stock of any class of the
          Corporation thereafter authorized which shall not be limited to a
          fixed sum or percentage in respect of the rights of the holders
          thereof to participate in dividends and in the distribution of assets
          upon the voluntary liquidation, dissolution or winding up of the
          Corporation; provided, however, that "Warrant Shares" shall include
          only shares of such class designated in the Corporation's Certificate
          of Incorporation as Common Stock on the date hereof or (i) in the case
          of any reclassification, change, consolidation, merger, sale or
          conveyance of the character referred to in Section 5(c) hereof, the
          stock, securities or property provided for in such section, or (ii) in
          the case of any reclassification or change in the outstanding shares
          of Common Stock issuable upon exercise of the Warrants as a result of
          a subdivision or combination or consisting of a change in par value,
          or from par value to no par value, or from no par value to par value,
          such shares of Common Stock as so reclassified or changed.

     (g)  Any determination as to whether an adjustment in the Purchase Price in
          effect hereunder is required pursuant to this Section 5, or as to the
          amount of any such adjustment, if required, shall be binding upon all
          holders of Warrants and the Corporation if made in good faith by the
          Board of Directors of the Corporation. For purposes of this Section
          5(g), the Corporation's Board of Directors shall be deemed to have
          acted in good faith if it makes any such decision in reliance upon
          advice of its legal counsel and/or another independent professional
          hired to advise the Board on such matters.

SECTION 6. RESTRICTIVE LEGEND.

<PAGE>

     (a)  Except as otherwise provided in this Section 6, each certificate
          evidencing the issuance of Warrant Shares (whether issued in the name
          of the original Holder of this Certificate or of any subsequent
          transferee thereof), shall be stamped or otherwise imprinted with a
          legend in substantially the following form:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR
               REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH
               SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
               TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND
               REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR
               UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES
               CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.
               NO TRANSFER OF ANY SUCH SHARE SHALL BE VALID OR EFFECTIVE UNTIL
               SUCH CONDITIONS HAVE BEEN FULFILLED."

     (b)  Except as otherwise provided in this Section 6, each Warrant
          Certificate shall be stamped or otherwise imprinted with a legend in
          substantially the following form:

               "THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR
               QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT
               BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
               PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
               APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
               WRITTEN OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES
               CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.
               NO TRANSFER OF ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL
               SUCH CONDITIONS HAVE BEEN FULFILLED."

<PAGE>

     (c)  The legend requirements of Sections 6(a) and 6(b) above shall
          terminate as to any particular Warrant or Warrant Share: (i) when and
          so long as such security shall have been effectively registered under
          the Securities Act and is disposed of pursuant thereto; or (ii) when
          the Company shall have received an opinion of counsel reasonably
          satisfactory to it that such shares may be sold to the public without
          registration thereof under the Securities Act. Whenever the legend
          requirements imposed by this Section 6 shall terminate as to any
          Warrant Share, as hereinabove provided, the Holder hereof shall be
          entitled to receive from the Corporation, at the Corporation's
          expense, a new certificate representing such Warrant Shares and not
          bearing the restrictive legend set forth in Section 6(a).

SECTION 7. RIGHTS OF ACTION. All rights of action with respect to the Warrants
     are vested in the Holders of the Warrants, and any Holder of a Warrant,
     without consent of the holder of any other Warrant, may, in such Holder's
     own behalf and for his own benefit, enforce against the Company his right
     to exercise his Warrants for the purchase of Warrant Shares in the manner
     provided in this Warrant Certificate.

SECTION 8. AGREEMENT OF WARRANT HOLDERS. Every holder of a Warrant, by his or
     her acceptance thereof, consents and agrees with the Corporation and every
     other holder of a Warrant that:

     (a)  The Warrant Registry shall be maintained by the Corporation's
          Secretary, and shall be the official register of all Warrants issued
          to any person in the Offering. The Warrant Registry shall be
          dispositive as to the issuance, ownership, transfer and other aspects
          of each Warrant issued by the Corporation which are recorded therein
          and, absent manifest error, such records shall control for all
          purposes.

     (b)  The Warrants are transferable only on the Warrant Registry by the
          Holder thereof in person or by his attorney duly authorized in writing
          and only if the Warrant Certificates representing such Warrants are
          surrendered at the Corporate Office of the Corporation, duly endorsed
          or accompanied by a proper instrument of transfer satisfactory to the
          Corporation in its sole discretion, together with payment of the
          amount of any applicable transfer taxes; and

     (c)  The Corporation may deem and treat the person in whose name the
          Warrant Certificate is registered on the Warrant Registry as the
          holder and as the absolute, true and lawful owner of the Warrants
          represented thereby for all purposes, and the Corporation shall not be
          affected by any notice or knowledge to the contrary, except as
          otherwise expressly provided in this Certificate.

<PAGE>

SECTION 9. MODIFICATION OF WARRANTS. Other than with respect to any adjustment
     made by the Corporation in accordance with the provisions of Section 5
     hereof, this Certificate may only be modified, supplemented or altered by
     the Corporation, and only with the consent in writing of the Holders of
     Warrants representing greater than fifty percent (50%) of the total
     Warrants then outstanding; provided, that no change in the number or nature
     of the securities purchasable upon the exercise of any Warrant, or the
     acceleration of the Exercise Date, shall be made without the consent in
     writing of the Holder of the Warrant Certificate representing such Warrant,
     other than such changes as are specifically prescribed by this Certificate
     as originally executed or are made in compliance with applicable law.

SECTION 10. NOTICES. All notices, requests, consents and other communications
     hereunder shall be in writing and shall be deemed to have been made when
     delivered or mailed first class registered or certified mail, postage
     prepaid as follows: if to the Holder of a Warrant Certificate, at the
     address of such Holder as shown on the Warrant Registry maintained by the
     Corporation; and if to the Corporation, at 3048 Seven Dash Road, Dragoon,
     AZ 85609, or such other place as may be designated by the Corporation from
     time to time in accordance with this Section 10.

SECTION 11. GOVERNING LAW. This Certificate shall be governed by and construed
     in accordance with the corporations laws of the State of Delaware, without
     giving effect to the law of conflicts of laws applied thereby. In the event
     that any dispute shall occur between the parties arising out of or
     resulting from the construction, interpretation, enforcement or any other
     aspect of this Certificate, the parties hereby agree to accept the
     exclusive jurisdiction of the Courts of the State of Delaware. In the event
     either party shall be forced to bring any legal action to protect or defend
     its rights hereunder, then the prevailing party in such proceeding shall be
     entitled to reimbursement from the non-prevailing party of all fees, costs
     and other expenses (including, without limitation, the reasonable expenses
     of its attorneys) in bringing or defending against such action.

SECTION 12. ENTIRE UNDERSTANDING. This Certificate contains the entire
     understanding among the Corporation and the Holder relating to the subject
     matter covered herein, and merges all prior discussions, negotiations and
     agreements, if any between them. Neither of the parties to this agreement
     shall be bound by any representations, warranties, covenants, or other
     understandings relating to such subject matter, other than as expressly
     provided for or referred to herein.

<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized, as of the date set forth below.

NORD RESOURCES CORPORATION              ATTEST:


By:                                     By:
    ---------------------------------       ------------------------------------
    Erland A. Anderson                      Ronald A. Hirsch
    President                               Chief Executive Officer

Date: __________, 200_