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                                                                    EXHIBIT 10.5

                              SETTLEMENT AGREEMENT

Between and Among:

     NORD RESOURCES CORPORATION, a body corporate. with offices in Dragoon,
     Arizona ("NRC");

     NORD PACIFIC LIMITED, a body corporate of the Province of New Brunswick,
     Canada. with offices in Albuquerque, New Mexico ("NORD PACIFIC");

     MARK R. WELCH. and individual residing in Albuquerque, New Mexico
     ("WELCH");

     SHARON S. WELCH, an individual residing in Albuquerque. New Mexico;

     JOHN ROBERTS. an individual residing in St. Georges, South Australia
     ("ROBERTS");

     LUCILLE LANSING. an individual residing in Albuquerque, New Mexico
     ("LANSING");

     ALEX CHISHOLM. as trustee for the Retirement Trust of Mark R. Welch and
     Sharon S. Welch;

     RONALD A. HIRSCH an individual residing in Laguna Beach, California
     ("HIRSCH");

     ERLAND ANDERSON an individual residing in Oro Valley, Arizona ("ANDERSON");

     CLIVE BAILEY an individual residing in Dragoon, Arizona ("BAILEY"); and

     MATTHEW WILLIAMS an individual residing in Benson, Arizona ("WILLIAMS");

RECITALS:

     WHEREAS:

A.   Nord Resources Corporation commenced an action in the Court of Queen's
     Bench of the Province of New Brunswick. Canada, Trial Division Judicial
     District of Saint John, Court File No: S1MJ25103 (the "NB ACTION") against
     Nord Pacific Limited, Mark R. Welch, Sharon S. Welch, John Roberts, Lucile
     Lansing and Alex Chisholm as trustee for the Retirement Trust of Mark R.
     Welch and Sharon Welch (collectively, including Nord Pacific, the "NB
     DEFENDANTS").

B.   NRC and Hirsch commenced Action No. CV-2002 in the Second Judicial District
     Court in the State of New Mexico (the "NEW MEXICO ACTION") against Nord
     Pacific, Welch,

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     Lansing and Roberts (collectively the NEW MEXICO DEFENDANTS"), who filed
     counterclaims (the "NEW MEXICO COUNTERCLAIMS") against NRC, Hirsch and John
     Champagne (collectively the "NEW MEXICO COUNTER-DEFENDANTS").

C.   Nord Pacific commenced Action No. CIV 03-0799 BB/ACT in the United States
     District Court for the District of New Mexico (the "FEDERAL ACTION")
     against NRC, Hirsch, John Champagne, Anderson, Bailey and Williams
     (collectively the "FEDERAL DEFENDANTS").

D.   NRC and the NB Defendants, as well as their respective principals,
     officers, directors, subsidiaries, associates. affiliates, agents,
     predecessor and successor corporations, heirs, assigns and administrators,
     as the case may be ("NB ASSOCIATED PARTIES"), wish to finally and
     completely resolve any and all claims or counterclaims (including the New
     Mexico Counterclaims) that were made. ought to have been made or could have
     been made in the NB Action, including but not limited to any claim for
     costs in the Action (the "NB CLAIMS"), and to that end acknowledge and
     agree that the Recitals herein are true and that. they form part of the
     terms of this Settlement Agreement.

E.   Nord Pacific and the New Mexico Defendants and the New Mexico
     Counter-Defendants other than John Champagne. as well as their respective
     principals, officers, directors, subsidiaries, associates, affiliates,
     agents, predecessor and, successor corporations, heirs, assigns and
     administrators, as the case may be ("NEW MEXICO ASSOCIATED PARTIES"), wish
     to finally and completely resolve any and all claims or counterclaims that
     were made (including the New Mexico Counterclaims), ought to have been made
     or could have been made in the New Mexico Action, including but not limited
     to any claim for costs in the New Mexico Action and the New Mexico
     Counterclaims (the "NEW MEXICO CLAIMS"), and to that end acknowledge and
     agree that the Recitals herein are true and that they form part of the
     terms of this Settlement Agreement.

F.   Nord Pacific and the Federal Defendants other than John Champagne, as well
     as their respective principals, officers, directors, subsidiaries,
     associates, affiliates, agents, predecessor and, successor corporations,
     heirs, assigns and administrators, as the case may be ("FEDERAL ASSOCIATED
     PARTIES"), wish to finally and completely resolve any and all claims or
     counterclaims that were made, ought to have been made or could have been
     made in the Federal Action. including but not limited to any claim for
     costs in the Federal Action (the "Federal Claims"), and to that end
     acknowledge and agree that the Recitals herein are true and that the' form
     part of the terms of this Settlement Agreement.

G.   All the parties hereto acknowledge and agree that there is valid
     consideration supporting this Settlement Agreement. including the
     inducement to Allied Gold Limited ("ALLIED"):

     (a)  to enter into an arrangement agreement (the "ARRANGEMENT AGREEMENT")
          under which Allied would exchange shares of Allied for all of the
          shares of the Corporation and Nord Pacific shareholders and NRC would
          be entitled to benefit therefrom as a shareholder, and

     (b)  to enter into a credit facility agreement (the "CREDIT AGREEMENT")
          contemplating whereunder Allied would obtain notes of Nord Pacific
          convertible into shares of

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          Nord Pacific in exchange for certain advances to be made to Nord
          Pacific to pay certain costs and expenses of Nord Pacific including
          historic costs of Nord Pacific;

     (collectively the Arrangement Agreement and the Credit Agreement are
     hereinafter referred to as the "ALLIED AGREEMENTS");

NOW THEREFORE the parties hereto agree to the following TERMS:

1.   The terms of this Settlement Agreement shall be disclosed by press release
     mutually agreed by NRC and Nord Pacific and may be described in documents
     required to be filed by Nord Pacific or which relate to e Arrangement
     Agreement.

2.   It is expressly acknowledged by etch of the parties hereto that there is no
     admission of liability on the part of the NB Defendants for any of the NB
     Claims and there is no admission liability on the part of the New Mexico
     Defendants for the New Mexico Claims or the Federal Defendants for the
     Federal Claims and in each case such liability is denied.

3.   All parties acknowledge that the directors of Nord Pacific are Roberts,
     Welch and Lansing.

4.   In order to allow the Board of Directors of Nord Pacific to immediately
     approve and for Nord Pacific to enter into this Settlement Agreement and
     the Allied Agreements, each of Hirsch, Anderson, Bailey and Williams who
     were purported to be elected on June 28, 2003 agree to resign effective
     immediately from any position they may have on the Board of Directors of
     Nord Pacific and from any office or employment they may have in Nord
     Pacific and to release Nord Pacific from any claims in respect thereof. NRC
     and Hirsch shall forthwith petition the Court of Queen's Bench of the
     Province of New Brunswick, Canada, Trial Division Judicial District of
     Saint John, to declare that the directors of Nord Pacific are Roberts.
     Lansing and Welch and that John Champagne is not a director thereof and
     Nord Pacific shall support NRC in this regard.

5.   NRC shall cause its counsel to take all action necessary to withdraw the NB
     Action without costs. The NB Defendants hereby authorize the solicitors for
     NRC to execute on their behalf and to file all documents necessary to
     achieve the same and shall consent to any order of the New Brunswick Court:
     (i) terminating the New Brunswick court's interim order; and (ii) declaring
     that the existing directors of Nord Pacific are Welch, Lansing and Roberts
     and that John Champagne is not a director thereof;

6.   NRC represents and warrants that it has delivered to PGM Ventures
     Corporation ("PGM") an executed copy of a release and withdrawal of the
     letter of October 9, 2003 in a form which has been agreed upon between NRC
     and PGM.

7.   Upon the Board of Directors of Nord Pacific approving and ratifying this
     Settlement Agreement and the entry into of the Allied Agreements:

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     (a)  Each of Nord Pacific and NRC shall provide to each other corporate
          resolutions evidencing that this Settlement Agreement has been
          approved and shall immediately use their best efforts to complete
          documentation of the matters set forth herein.

     (b)  Nord Pacific shall cause its counsel to promptly file with the Second
          Judicial District Court in the State of New Mexico an order dismissing
          the New Mexico Action and the New Mexico Counterclaims without costs
          and to promptly file with the United States District Court for the
          District of New Mexico an order dismissing the Federal Actions without
          costs. The New Mexico Defendants hereby authorize the solicitors for
          Nord Pacific to execute on their behalf and to file all documents
          necessary to achieve the same.

     (c)  The parties hereby agree:

          (i)  The 4,000,000 shares in Nord Pacific Limited issued to Alex
               Chisholm in trust for Mark R. Welch ("WELCH") and Sharon S. Welch
               in satisfaction of the debt of an amount U.S.$517,311.40 by
               resolution of the Board of Directors of Nord Pacific dated March
               31, 2003 are accepted as having been validly issued;

          (ii) The 400,000 shares issued to Welch by resolutions of the Board of
               Directors of Nord Pacific dated February 25, 2002 and December
               16, 2002 are accepted as having been validly issued;

          (iii) The 400,000 shares issued to Lansing by resolutions of the Board
               of Directors of Nord Pacific dated February 25, 2002 and December
               16, 2002 are accepted as having been validly issued;

          (iv) The 400,000 shares issued to Roberts by resolutions of the Board
               of Directors of Nord Pacific dated February 25, 2002 and December
               16, 2002 are accepted as having been validly issued;

          (v)  Nord Pacific shall acknowledge its indebtedness to Nord Resources
               Corporation, which indebtedness shall be subordinated to all
               other creditors pursuant to a Subordination Agreement (in
               substantially the form of Subordination Agreement set forth as a
               Schedule to the Credit Facility Agreement), in an amount of
               Australian $280,000 upon the NB Action being withdrawn or
               dismissed without costs and the interim order of the court
               therein dated June 26, 2003 being terminated, and the Board of
               Nord Pacific thereby warrants that it shall pass a resolution to
               authorize such indebtedness and the Arrangement Agreement shall
               contemplate that the arrangement thereunder shall convert such
               indebtedness at a rate of Australian $0.20 per share into
               1,400,000 shares of Allied;

          (vi) NRC and its NB Associated Parties, on the one hand, and the NB
               Defendants and their NB Associated Parties, on the other hand,
               hereby release and forever discharge each other from any and all
               actions, causes

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               of action, claims and demands for damages, loss or injury,
               howsoever arising and in any way relating to the NB Action,
               including the NB Claims;

          (vii) Nord Pacific and its New Mexico Associated Parties, on the one
               hand, and the New Mexico Defendants, other than John Champagne,
               and their New Mexico Associated Parties, on the other hand,
               hereby release and forever discharge each other from any and all
               actions, causes of action, claims and demands for damages, loss
               or injury, howsoever arising and in any way relating to the New
               Mexico Action or the New Mexico Counterclaims, including the New
               Mexico Claims;

          (viii) Nord Pacific and its Federal Associated Parties, on the one
               hand, and the Federal Defendants, other than John Champagne, and
               their Federal Associated Parties, on the other hand, hereby
               release and forever discharge each other from any and all
               actions, causes of action, claims and demands for damages, loss
               or injury, howsoever arising and in any way relating to the
               Federal Action, including the Federal Claims;

          (ix) All agree not to make any claim or take any proceedings against
               any other person, corporation or entity who might claim
               contribution or indemnity under the provisions of any
               legislation, regulations or under law from any party to this
               Settlement Agreement;

          (x)  Nord Pacific will re-convey to NRC the 20% carried interest held
               by Nord Pacific in NRC's Johnson Camp copper property located
               near Dragoon, Arizona and NRC shall assume any and all
               obligations with respect to such property, past, present or
               future and shall indemnify and save harmless Nord Pacific and its
               subsidiaries, directors, officers and shareholders, past. present
               or future in respect to any claims, obligations or liabilities in
               respect of such property;

          (xi) NRC and Nord Pacific release each other from any financial
               obligations associated with the joint office cost sharing
               agreement for the Albuquerque office at 201 Third Street N.W.
               Albuquerque, New Mexico;

          (xii) NRC thereby agrees to accept that the balance of the shares
               issued by resolutions of the Board of Directors of Nord Pacific
               dated February 25, 2002 and December 16, 2002 being the 1.1
               million Nord Pacific shares to certain Nord Pacific employees and
               consultants (other than Welch, Lansing and Roberts), the issuance
               of 150,000 Nord Pacific shares to Warrama Consulting Pty. Ltd.
               and Herbert Levine and the future issuance of an additional
               1,431,482 Nord Pacific shares to Pierce Carson and that NRC
               releases the recipients of such shares and the NB Defendants from
               any claim in respect thereof.

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          (xiii) NRC will release all business records belonging to Nord Pacific
               in its posession including those which are being held at Johnson
               Camp.

          (xiv) NRC will remove all information pertaining to Nord Pacific from
               its website and shall not reintroduce such information in the
               future.

8.   It is further agreed that each of NRC and Nord Pacific will fully disclose
     to each other all communications between themselves and Allied relating to
     the Arrangement Agreement

9.   This Agreement may be executed by facsimile in counterparts each of which
     when executed and delivered shall together constitute one and the same
     instrument.

10.  This Agreement is governed by the law of the Province of New Brunswick,
     Canada.

IN WITNESS WHEREOF we have hereunto set our hands this ___th day of December,
2003.

NORD RESOURCES CORPORATION              NORD PACIFIC LIMITED


Per: /s/ Ronald A. Hirsch               Per: /s/ Mark R. Welch
     --------------------------------        -----------------------------------
Name: Ronald A. Hirsch                  Name: Mark R. Welch
Title: Chairman & CEO                   Title: President & CEO


Per: /s/ Erland A. Anderson             Per: /s/ Patricia Somad
     --------------------------------        -----------------------------------
Name: Erland A. Anderson                Name: Patricia Somad
Title: President                        Title: Secretary


/s/ Mark R. Welch                       /s/ Witness
-------------------------------------   ----------------------------------------
Mark R. Welch                           Witness


/s/ Sharon S. Welch                     /s/ Witness
-------------------------------------   ----------------------------------------
Sharon S. Welch                         Witness


/s/ John Roberts                        /s/ Jeff Roberts
-------------------------------------   ----------------------------------------
John Roberts                            Witness


/s/ Lucile Lansing                      /s/ Brenda Y. Davila
-------------------------------------   ----------------------------------------
Lucile Lansing                          Witness


/s/ Alex Chisholm                       /s/ Witness
-------------------------------------   ----------------------------------------
Alex Chisholm,                          Witness
as trustee for the Retirement Trust
of Mark R. Welch and Sharon S. Welch


/s/ Ronald A. Hirsch                    /s/ Witness
-------------------------------------   ----------------------------------------
Ronald A. Hirsch                        Witness


/s/ Erland A. Anderson                  /s/ Jeffery S. Anderson
-------------------------------------   ----------------------------------------
Erland A. Anderson                      Witness

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-------------------------------------   ----------------------------------------
Clive Bailey                            Witness


/s/ Matthew Williams                    /s/ Lisa Williams
-------------------------------------   ----------------------------------------
Matthew Williams                        Witness

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                                 PROMISSORY NOTE

Australian $280,000                                     Dated: December 20, 2003

     Pursuant to the Settlement Agreement dated December 19, 2003, (the
"SETTLEMENT AGREEMENT") between Nord Pacific Limited (the "BORROWER"), Nord
Resources Corporation, Mark R. Welch, Sharon S. Welch. John Roberts, Lucille
Lansing, Alex Chisholm as trustee for the Retirement Trust of Mark R. Welch and
Sharon S. Welch; Ronald A. Hirsch, Erland Anderson, Clive Bailey and Matthew
Williams, the Borrower hereby provides evidence of the recognition of
indebtedness to be provided pursuant to the Settlement Agreement, as follows.

     FOR VALUE RECEIVED, the Borrower, having its principal office and place of
business at 2727 San Pedro, NE. Suite 116, Albuquerque, NM 87110, Albuquerque,
New Mexico promises to pay to or to the order of Nord Resources Corporation (the
"LENDER") prior to the distribution of any assets of the Borrower to its
shareholders (which shall include any return of capital, dividend or repurchase
of its own shares by the Borrower), or on such earlier date as the Borrower
shall by written notice to the Lender advise, the principal sum of Two Hundred
Eighty Thousand Australian Dollars (A$280,000) in lawful money of Australia with
no interest thereon. This agreement is governed by the laws of New Brunswick.

                                        NORD PACIFIC LIMITED


/s/ Witness                             By: /s/ Mark R. Welch
-------------------------------------       ------------------------------------
Witness:                                    Mark R. Welch, President