<PAGE>
                                                                   EXHIBIT 10.24

                     AGREEMENT OF ASSIGNMENT AND ASSUMPTION

     THIS AGREEMENT OF ASSIGNMENT AND ASSUMPTION (the "Assignment Agreement") is
dated effective as of the 14th day of October, 2004, by and between Nord
Resources Corporation, a Delaware corporation (the "Assignor"), on the one hand
and Ronald A. Hirsch, an individual residing in the county of Orange, State of
California ("Hirsch") and Stephen D. Seymour, an individual residing in the
county of Baltimore, State of Maryland ("Seymour", and collectively with Hirsch,
the "Assignees") on the other hand.

                                    RECITALS

     WHEREAS, since May 20, 2004, the Assignor has been pursuing an opportunity
(the "Opportunity") to acquire certain assets from ASARCO Incorporated, a New
Jersey corporation ("ASARCO"), which assets comprise the entire Tennessee Mines
Division zinc business as conducted by ASARCO and consisting of the Young, Immel
and Coy mines, the Young Concentrator and the Middle Tennessee exploration
properties, including in all cases the operations, impoundments, processing and
other facilities incidental and ancillary to each of the foregoing
(collectively, the "TMD Assets");

     WHEREAS, as a result of the development efforts of the Assignor, the
Assignor has been selected by ASARCO as the primary candidate it will negotiate
with for the acquisition of the TMD Assets, and as to which the Assignor has
received versions of a draft Asset Purchase Agreement (the "Purchase Agreement")
for negotiation and execution;

     WHEREAS, the Assignor has entered into a bridge loan agreement with
Regiment Capital III, L.P., a Delaware limited partnership (the "Lender"),
pursuant to which the Assignor entered into, executed and delivered to Lender a
Promissory Note, a Security Agreement, a Pledge and Security Agreement, and
certain other documents (collectively, the "Loan Documents"), which Loan
Documents contain certain affirmative and negative covenants which with the
Assignor must abide during the pendency of the bridge loan, and which, among
other things, will restrict the Assignor from using its capital resources to
make an investment in, or conduct any business with respect to, the TMD
Opportunity without its prior written consent (and, as to which, the Lender has
advised this Board of Directors of the Assignor that it will not consent to the
Assignor undertaking the TMD Opportunity at this time or within the foreseeable
future);

     WHEREAS, the Assignees have expressed their willingness to assume from the
Assignor all of its rights and interests in the TMD Opportunity, including
without limitation under the Purchase Agreement (collectively, the "TMD
Rights"), to fund such further development expenses as are necessary to complete
the acquisition of and exploit commercially the TMD Opportunity independent of
the Assignor (the "Post-Development Expenses"), and to "reserve" the place of
the Assignor with respect to such


                                        1

<PAGE>

TMD Opportunity until such time as the Lender may consent to its re-acquisition
of the TMD Rights from, and as further developed by, the Assignees; and

     WHEREAS, in consideration for the assignment of the TMD Rights to the
Assignees as contemplated herein, the Assignees shall provide to the Assignor a
right of first refusal and option to acquire (the "TMD Option Rights") the TMD
Rights from the Assignees upon the payment to the Assignees of the
Post-Development Expenses plus such premium for taking the risks of development
of the TMD Opportunity as the parties may mutually agree (and as established as
fair and reasonable to the Assignor by an independent person with experience in
the valuation of business opportunities in the mining industry generally)
("Premium").

1. ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS

     (a) ASSIGNMENT OF RIGHTS. Assignor hereby assigns all of its right, title
and interest in and to the TMD Rights to the Assignees unless, and until such
time as, the Assignor shall exercise the TMD Option Rights acquire the TMD
Rights from the Assignees pursuant to the Agreement of Option and Right of First
Refusal, attached hereto as Exhibit A, and made an integral part hereof (the
"Option Agreement"). At such time as the Assignor exercises the TMD Option
Rights, all of Assignees' right, title and interest in and to the TMD Rights
shall revert back to the Assignor, and, in such event and at such time, the
Assignees agree to execute such documents as shall be necessary and reasonably
requested by the Assignor in confirmation of the foregoing provisions of this
Section 1(a).

     (b) ASSUMPTION OF OBLIGATIONS. The Assignees hereby accept the assignment
of the TMD Rights and agree to undertake and assume the performance of the
duties and obligations of Assignor thereunder, accruing or arising after the
date hereof (the "Obligations").

     (c) Each party hereto agrees that it shall execute or cause to be executed
promptly after request by the other, such documents or instruments as may be
reasonably required for the purpose of or in connection with the assignment by
the Assignor of the TMD Rights or the assumption by the Assignees of the
Obligations pursuant to this Assignment Agreement.

     (d) Notwithstanding anything contained herein, to the extent the consent of
any third party is required as a condition to the assignment of the TMD Rights,
the Assignment, insofar as it encompasses such TMD Rights, shall not be
effective unless and until such consent shall have been obtained and Assignor
shall: (a) until such time as such consent shall have been obtained, to the
extent possible obtain for the Assignees the benefits of such TMD Rights as
though the Assignment had been effective with respect to such TMD Rights; and
(b) be obligated to obtain the consent of such third party. At such time as
Assignor shall obtain the required consent to the assignment of any TMD Rights
retained by Assignor pursuant to Section 1(a), the Assignment shall immediately
become effective in accordance with the terms of this Assignment Agreement
without the need


                                        2

<PAGE>

for further action or further documentation by either party hereto. This Section
1(d) shall not apply to any transfer that does not require any third party's
consent.

2. CONSIDERATION. As consideration for the Assignment of the TMD Rights, the
Assignees shall grant the Assignor the TMD Option Rights, pursuant to the Option
Agreement, to purchase the TMD Rights upon payment in the amount equal to the
aggregate of the Post-Development Expenses and the Premium.

3. REPRESENTATIONS AND WARRANTIES

     (a) REPRESENTATIONS OF ASSIGNOR. The Assignor hereby represents and
warrants to the Assignees, as of the date hereof, the following

          (i) Assignor is a corporation duly organized and validly existing
under the laws of the State of Delaware, and has full power and authority to
enter into, execute and perform this Assignment Agreement, which Assignment
Agreement, once executed by Assignor, shall be the valid and binding obligation
of such party, enforceable against such party by any court of competent
jurisdiction in accordance with its terms;

          (ii) the individuals signing this Assignment Agreement on behalf
Assignor are the duly elected executive officers of Assignor so indicated, and
have full power and authority to enter into and execute this Assignment
Agreement for and on behalf of he Assignor; and

          (iii) Assignor is not bound by or subject to any contract, agreement,
court order or judgment, administrative ruling, law, regulation or any other
item which prohibits or restricts such party from entering into and performing
this Assignment Agreement in accordance with its terms, or requiring the consent
of any third party prior to the entry into or performance of this Assignment
Agreement in accordance with its terms by such party.

     (b) REPRESENTATIONS AND WARRANTIES OF ASSIGNEES. Assignees hereby represent
and warrant to Assignor, as of the date hereof, the following:

          (i) Assignees have full power and capacity to enter into, execute and
perform this Assignment Agreement, which Assignment Agreement, once executed by
Assignees, shall be the valid and binding obligation of such party, enforceable
against such party by any court of competent jurisdiction in accordance with its
terms; and

          (ii) Assignees are not bound by or subject to any contract, agreement,
law, court order or judgment, administrative ruling, regulation or any other
item which prohibits or restricts such party from entering into and performing
this Assignment Agreement in accordance with its terms, or requiring the consent
of any third party prior to the entry into or performance of this Assignment
Agreement in accordance with its terms by such party.


                                        3

<PAGE>

4. INDEMNIFICATION. Each party hereby agrees to indemnify and hold harmless the
other, together with such party's officers, directors, partners, shareholders,
employees, agents and representatives, as applicable, (collectively, the
"Indemnified parties"), from and against any loss, cost, damage, claim, charge,
set-off, encumbrance or other obligation or liability (a "Liability") resulting
from or arising out of any material breach of such party's duties, obligations
or requirements hereunder including, without limitation, any and all claims from
third parties against any Indemnified party as a result thereof (a "Third-party
Claim"). Such indemnification shall cover, without limitation, the right to
reimbursement of reasonable attorneys' fees, expenses and costs of litigation,
arbitration, mediation and/or settlement. Payment to the Indemnified parties,
and any of them, shall be made upon notice to the party or parties from whom
indemnification may properly be sought hereunder (the "Indemnifying party") that
a Liability has arisen (or, to the extent that notice has been previously
delivered, that such Liability is continuing), together with any invoice or
other demand for payment to any party, including an attorney defending against
or prosecuting the same, and the Indemnifying party shall promptly furnish
payment thereon as directed in such notice. This Section 4 shall survive
termination and/or expiration of this Assignment Agreement and the TMD Rights
granted herein.

5. GENERAL PROVISIONS.

     (a) NOTICES. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given on the date of personal service or transmission
by fax if such transmission is received during the normal business hours of the
addressee, or on the first business day after sending the same by overnight
courier service or by telegram, or on the third business day after mailing the
same by first class mail, or on the day of receipt if sent by certified or
registered mail, addressed as follows:

          If to Assignor:              Nord Resources Corporation
                                       3048 North Seven Dash Road
                                       Dragoon, Arizona 85609
                                       Tel: (520) 586-2241
                                       Fax: (520) 586-7020
                                       Attn: Erland A. Anderson
                                             President

          with a copy (which shall
          not constitute notice) to:   August Law Group, P.C.
                                       19200 Von Karman Avenue, Suite 500
                                       Irvine, California 92612
                                       Tel: (949) 752-7772
                                       Fax: (949) 752-7776
                                       Attn: Kenneth S. August, Esq.
                                             President


                                        4

<PAGE>

          If to Hirsch:                Ronald A. Hirsch
                                       668 North Coast Highway, #171
                                       Laguna Beach, California 92651
                                       Tel: (949) 715-6745
                                       Fax: (949) 715-6746

          If to Seymour:               Stephen Seymour
                                       1308 Wine Spring Lane
                                       Baltimore Maryland 21204
                                       Tel: (410) 369-6600
                                       Fax: (___) ___-____

or to such other address or addresses as such parties may indicate by written
notice sent in accordance with this Section 5(a).

     (b) BINDING AGREEMENT; ASSIGNMENT. This Assignment Agreement shall
constitute the binding agreement of the parties hereto, enforceable against each
of them in accordance with its terms. This Assignment Agreement shall inure to
the benefit of each of the parties hereto, and their respective heirs, personal
representatives, successors and assigns. This Assignment Agreement may not be
assigned by either party, whether by operation of law or by contract, without
the prior, written consent of the other party hereto.

     (c) ENTIRE AGREEMENT. This Assignment Agreement constitutes the entire and
final agreement and understanding among the parties with respect to the subject
matter hereof and the transactions contemplated hereby, and supersedes any and
all prior oral or written agreements, statements, representations, warranties or
understandings by any party, all of which are merged herein and superseded
hereby.

     (d) GOVERNING LAW; VENUE. This Assignment Agreement shall be governed by
and construed in accordance with the internal laws of the State of Arizona
applicable to the performance and enforcement of contracts made within such
state, 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 Assignment Agreement, the parties hereby agree to accept the exclusive
jurisdiction of the Courts of the State of Arizona. 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.

     (e) SPECIFIC PERFORMANCE; REMEDIES CUMULATIVE. The parties hereby agree
with each other that, in the event of any breach of this Assignment Agreement by
any party where such breach may cause irreparable harm to any other party, or
where


                                        5

<PAGE>

monetary damages may not be sufficient or may not be adequately
quantified, then the affected party or parties shall be entitled to specific
performance, injunctive relief or such other equitable remedies as may be
available to it, which remedies shall be cumulative and non-exclusive, and in
addition to such other remedies as such party may otherwise have at law or in
equity.

     (f) SEVERABLE PROVISIONS. Should any provision of this Assignment
Agreement, be declared illegal or unenforceable by any court of competent
jurisdiction, and cannot be modified to be enforceable, such provision shall
immediately become null and void, leaving the remainder of this Agreement in
full force and effect.

     (g) AMENDMENT. This Assignment Agreement may not be changed or amended,
except by a writing signed by each of the parties hereto.

     (h) ENTIRE AGREEMENT. This Assignment Agreement sets forth the entire
agreement between the parties with respect to any and all matters described
herein, and fully supersedes any prior agreements or understandings between the
parties with respect to any such matters.

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the date first above written.

ASSIGNOR

NORD RESOURCES CORPORATION              ATTEST


By: /s/ Erland Anderson                 By: /s/ Kathy Glidewell
    ---------------------------------       ------------------------------------
Name: Erland Anderson                   Name: Kathy Glidewell
Title: President                        Title: Secretary
Date: 9/9/05                            Date: 9/8/05


ASSIGNEES


By: /s/ Ronald A. Hirsch                By: /s/ Stephen D. Seymour
    ---------------------------------       ------------------------------------
Name: Ronald A. Hirsch                  Name: Stephen D. Seymour
Date: Sept 6, 2005                      Date:
                                              ----------------------------------


                                        6