Filed by sedaredgar.com - Nord Resources Corp. - Exhibit 10.69






Recording Requested by, and When Recorded Return to: 
IRC
Nevada Inc.
10 Inverness Drive East, Suite 104 
Englewood, CO 80112

ROYALTY DEED AND ASSIGNMENT OF ROYALTY

     This ROYALTY DEED AND ASSIGNMENT
OF ROYALTY (this “Deed”), dated and effective as of the 31st
day of March, 2009 (“Effective Date”), is from NORD RESOURCES
CORPORATION, a Delaware corporation (“Producer”), to IRC NEVADA INC., a
Nevada corporation (“IRC”).

Definitions.

	 	(a) 	
      Defined Terms. The following terms shall have the
      meaning set forth in this Section:

	 	 	 	 	 
	 		(i) 	
      “Affiliate” shall mean any person or entity
      controlling, controlled by or under common control with
Producer.

	 	 	 	 	 
	 		(ii) 	
      “Allowable Deductions” means:

	 	 	 	 	 
	 			(1) 	
      in the case of a Smelter or Refinery that is an Unrelated
      Party of the Producer, all direct costs, charges and expenses of the
      Smelter or Refinery incurred by the Producer for off-site smelting or
      refining of the Product following delivery to the Smelter or Refinery
      (including provisional settlement fees, weighing, sampling, assaying,
      umpire, insurance and other off-site Smelter or Refinery
    deductions);

	 	 	 	 	 
	 			(2) 	
      otherwise, an amount equal to the commercially reasonable
      costs of a refinery or smelter on an arms length basis for off-site
      smelting or refining of the Product following delivery to the refiner or
      smelter (including provisional settlement fees, weighing, sampling,
      assaying, umpire, insurance and other off-site refiner or smelter
      deductions);

	 	 	 	 	 
	 			(3) 	
      direct sales, use, and gross receipts taxes, payable by
      the Producer or other operator of the Property, that are based directly
      upon, and assessed against, the value or quantity of Product sold or
      otherwise disposed of from the Property; but excluding any and all taxes
      based upon the net or gross income of the Owner or other operator of the
      Property, the value of the Property or the privilege of doing business,
      and other taxes assessed on a similar basis;

	 	 	 	 	 
	 			(4) 	
      costs to market the Product; and



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	 		(5) 	
      to the extent paid by the Producer, all costs (including
      but not limited to insurance costs) for transportation of the Product to
      the purchaser of the Product.

	 	 	 	 
	 	(iii) 	
      “Business Day” means a day banks are open for
      general banking business in Denver, Colorado, and Tucson, Arizona,
      excluding Saturdays, Sundays and public holidays.

	 	 	 	 
	 	(iv) 	
      “Copper” means the element copper in whatever form
      and however contained.

	 	 	 	 
	 	(v) 	
      “Dollars” or “$” means the currency of the
      United States of America.

	 	 	 	 
	 	(vi) 	
      “Governmental Authority” shall mean any federal,
      state or local government, governmental or quasi-governmental agency,
      district or authority having jurisdiction or authority to regulate or
      control the Property or any part of Producer’s operations in connection
      with production and sale of Minerals.

	 	 	 	 
	 	(vii) 	
      “Law” or “Laws” means all applicable
      federal, state and local laws, rules, ordinances, regulations, grants,
      licenses, orders, directives, judgments, decrees, and other governmental
      restrictions, including Permits, whether legislative, municipal,
      administrative or judicial in nature.

	 	 	 	 
	 	(viii) 	
      “Metal” means any metallic element in whatever
      form and however contained, including, by way of example, gold, silver,
      platinum, palladium, Copper, zinc, nickel, iron, lead, cobalt, titanium,
      iridium and uranium.

	 	 	 	 
	 	(ix) 	
      “Mineral Value” means the actual value of a
      Mineral determined on arms length terms and at any applicable spot price,
      the basis for which shall be agreed to in advance by the parties hereto,
      or if no spot price is available, at fair market value excluding any
      revenues, gains or losses from forward sales, puts, calls and options (or
      any similar arrangement) entered into by the Producer.

	 	 	 	 
	 	(x) 	
      “Minerals” means any naturally occurring substance
      including Copper, all other Metals, coal, and all other hydrocarbons;
      excepting, however, decorative and structural stone sold for landscape and
      aggregate rock from overburden stockpiled on the Property and all other
      industrial minerals.

	 	 	 	 
	 	(xi) 	
      “Net Returns” means:

	 	 	 	 
	 		(1) 	
      in the case of a sale of Product to an Unrelated Party,
      the Proceeds of Sale, less the Allowable Deductions;
and



2





	 		(2) 	
      in all other cases, the Mineral Value, on the applicable
      Product Sale Date less the Allowable Deductions, and for the avoidance of
      doubt, excludes any Operating Expenses.

	 	 	 	 
	 	(xii) 	
      “Officer” means a president, vice president, chief
      executive officer, chief operating officer, chief financial officer,
      secretary or other equivalent officer.

	 	 	 	 
	 	(xiii) 	
      “Operating Expenses” means costs and expenses
      associated with ownership and maintenance of the Property, production of
      Minerals therefrom, handling, processing, treating, stockpiling, packaging
      and preserving Minerals produced from the Property, disposal of waste
      materials, and reclamation costs and all other charges or costs imposed by
      Governmental Agencies on the Producer, the Property and Minerals produced
      and sold therefrom, of whatever kind and nature, expressly including all
      royalties, taxes and other governmental imposts on the Producer, Property
      or Minerals.

	 	 	 	 
	 	(xiv) 	
      “Permitted Lien” shall mean any lien for real or
      personal property taxes not yet due and payable and the liens and
      encumbrances identified on Exhibit B attached hereto and incorporated by
      this reference; and any other lien or encumbrance that is or may be
      superior to the rights of IRC in and to the Royalty, but only if and to
      the extent that IRC has given its prior written consent thereto.

	 	 	 	 
	 	(xv) 	
      “Proceeds of Sale” means the amount received by
      the Producer from the sale to an Unrelated Party of Product produced from
      the Property excluding any revenues, gains or losses from forward sales,
      puts, calls and options (or any similar arrangement) entered into by the
      Producer.

	 	 	 	 
	 	(xvi) 	
      “Product” means all of the Producer’s right, title
      and interest in and to Minerals that have been extracted from the Property
      whether in concentrate or otherwise and including Stockpiled
    Material.

	 	 	 	 
	 	(xvii) 	
      “Product Sale Date” in relation to Product,
      means:

	 	 	 	 
	 		(1) 	
      in the case of a sale of Product to an Unrelated Party,
      the date on which care, custody and control is transferred to the buyer;
      and

	 	 	 	 
	 		(2) 	
      in all other cases, the date on which the Producer ceases
      to have the care, custody or control of that Product.

	 	 	 	 
	 	(xviii) 	
      “Property” means:

	 	 	 	 
	 		(1) 	
      The patented lode mining claims and other fee lands and
      the unpatented mining claims more particularly described in Exhibit A
      attached hereto and incorporated by this
reference;



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	 	(2) 	
      with respect to the unpatented mining claims and any
      leasehold interest in the Property, any present or future renewal,
      extension, modification, substitution, amalgamation or variation of any of
      such mining Property;

	 	 	 
	 	(3) 	
      any present or future application for or interest in any
      of the above, which confers or which, when granted, will confer the same
      or similar rights; and all interests in lands or Minerals hereafter
      acquired by Producer within the exterior perimeter boundaries of the
      parcels of land expressly described in Exhibit A, such as but not limited
      to amendments, relocations or location of fractions with respect to
      unpatented mining claims, or other acquisitions of lands interior to such
      perimeter.




	 	(xix) 	
      “Quarter” means each period of three (3) months
      ending on a Quarterly Date.

	 	 	 
	 	(xx) 	
      “Quarterly Date” means each of March 31, June 30,
      September 30 and December 31 in each year.

	 	 	 
	 	(xxi) 	
      “Royalty” is defined in Sections 2 and
3.

	 	 	 
	 	(xxii) 	
      “Royalty Period” means each period calculated as
      such under Section 4.

	 	 	 
	 	(xxiii) 	
      “Smelter or Refinery” means any Unrelated Party
      processor of Product for the account of Producer or who purchases Product
      for further conversion or processing of Product for sale as a
  Metal.

	 	 	 
	 	(xxiv) 	
      “Stockpiled Material” means Minerals or Mineral
      bearing material that has been extracted from the Property whether located
      on the Property or elsewhere.

	 	 	 
	 	(xxv) 	
      “Unrelated Party” means a
person:




	 	(1) 	
      that is not an Affiliate of the Producer; or

	 	 	 
	 	(2) 	
      that the Producer has no economic interest (other than an
      interest that arises from an arm’s length commercial arrangement) in, or
      which has no economic interest (other than an interest that arises from an
      arm’s length commercial arrangement) in the Producer, unless IRC otherwise
      agrees in writing.




	 	(b) 	
      Interpretation. In this Deed headings are for
      convenience only and do not affect the interpretation of this Deed and,
      unless the context otherwise requires:

	 	 	 	 
	 		(i) 	
      words importing the singular include the plural and vice
      versa;

	 	 	 	 
	 		(ii) 	
      words importing a gender include any
  gender;



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	 	(iii) 	
      other parts of speech and grammatical forms of a word or
      phrase defined in this Deed have a corresponding meaning;

	 	 	 	 
	 	(iv) 	
      an expression importing a natural person includes any
      company, partnership, joint venture, association, corporation or other
      body corporate and any Governmental Agency;

	 	 	 	 
	 	(v) 	
      a reference to a Section, party, annexure, exhibit or
      schedule is a reference to a Section of, and a party, annexure, exhibit
      and schedule to, this Deed and a reference to this Deed includes any
      annexure, exhibit and schedule;

	 	 	 	 
	 	(vi) 	
      a reference to a statute, regulation, order or ordinance
      includes all statutes, regulations, orders or ordinances amending,
      consolidating or replacing it, and a reference to a statute includes all
      regulations and orders issued under that statute;

	 	 	 	 
	 	(vii) 	
      a reference to a document includes all amendments or
      supplements to, or replacements or novations of, that document, and in the
      case of this Deed means only those amendments, supplements, replacements
      or novations expressly permitted or contemplated by the terms of this
      Deed;

	 	 	 	 
	 	(viii) 	
      a reference to a party to a document includes that
      party’s successors and permitted assigns; a reference to an agreement
      other than this Deed includes an undertaking, Deed, agreement or legally
      enforceable arrangement or understanding whether or not in
  writing;

	 	 	 	 
	 	(ix) 	
      a reference to an asset includes all property of any
      nature, including, but not limited to, a business, and all rights,
      revenues and benefits;

	 	 	 	 
	 	(x) 	
      a reference to a document includes any agreement in
      writing, or any certificate, notice, Deed, instrument or other document of
      any kind;

	 	 	 	 
	 	(xi) 	
      a reference to a body, other than a party to this Deed
      (including, without limitation, an institute, association or authority),
      whether statutory or not:

	 	 	 	 
	 		(1) 	
      which ceases to exist; or

	 	 	 	 
	 		(2) 	
      whose powers or functions are transferred to another
      body,

	 	 	 	 
	 		
      is a reference to the body which replaces it or which
      substantially succeeds to its powers or functions;

	 	 	 	 
	 	(xii) 	
      a reference to liquidation includes official management,
      appointment of an administrator, compromise, arrangement, merger,
      amalgamation, reconstruction, winding-up, dissolution, deregistration,
      assignment for the benefit of creditors, scheme, composition or
      arrangement with creditors, insolvency, bankruptcy, or any similar
      procedure or, where applicable, changes in the constitution of any
      partnership or person, or death;



5





	 	(xiii) 	
      no provision of this Deed will be construed adversely to
      a party solely on the ground that the party was responsible for the
      preparation of this Deed or that provision; and

	 	 	 
	 	(xiv) 	
      words of inclusion are not words of
  limitation.




	2. 	
      Conveyance. For ten dollars and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Producer hereby sells, assigns, grants and conveys to IRC,
      its successors and assigns, a perpetual, non-participating, non-
      executory, cost-free royalty interest (“Royalty”) on the Minerals
      produced and sold from the Property in the amounts and at the rate set
      forth in Section 3, below.

	 	 	 
		
      TO HAVE AND TO HOLD, all and singular, the said Royalty,
      together with all appurtenances, unto IRC, its successors and
    assigns.

	 	 	 
		(a) 	
      Covenant Running with Land. The Royalty shall be
      an interest in the Property and Minerals that runs with the Property and
      with any assignment or transfer of Producer’s interest in the Property or
      Minerals, other than for sale of Minerals in the ordinary course of
      Producer’s business.

	 	 	 
		(b) 	
      Amendments, Extensions, Renewals. The Royalty
      burdens and extends to any amendments, replacements, extensions, renewals
      or expansions of rights or interests in and to the Property (but not
      expansions of the existing perimeter boundary of the Property), or any
      interest or rights Producer now owns or hereafter acquires in and to the
      parcels of real property that are presently included in the Property or
      the Minerals within or upon such real property, and any assignment or
      lease of the Property.




	3. 	
      Royalty Rate.

	 	 	 	 	 
		(a) 	
      Base Royalty Rate. Subject to Section 3.3, 3.4 and
      3.5 below, the royalty rate for the royalty herein granted shall be two
      and one-half percent (2.5%) of the Net Returns from Products produced from
      the Property (“Base Royalty Rate”).

	 	 	 	 	 
		(b) 	
      Additional Definitions. For purposes of this
      Section 3:

	 	 	 	 	 
			(i) 	
      “Additional Production” shall mean production in
      any Current Year that causes or occurs after both of the following
      conditions have been met:

	 	 	 	 	 
				(1) 	
      There is Current Actual Production in excess of the
      Target Rate; and

	 	 	 	 	 
				(2) 	
      The sum of the Cumulative Actual Production and Current
      Actual Production exceeds the sum of the MCPT plus 2.5 million pounds of
      Copper on which Royalty is payable.



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	 	(ii) 	
      “Cumulative Actual Production” shall mean the
      cumulative number of pounds of Copper produced in all Minimum Production
      Years prior to the Current Year.

	 	 	 
	 	(iii) 	
      “Current Actual Production” shall mean the number
      of pounds of Copper actually produced and sold or deemed sold for the
      purposes of payment of Royalty during the Current Year.

	 	 	 
	 	(iv) 	
      “Current Minimum Production Target” shall mean
      22.5 million pounds of production of Copper on which Royalty is payable
      for the Current Year.

	 	 	 
	 	(v) 	
      “Current Year” means the most recently concluded
      calendar year that is also a Minimum Production Year and as to which
      Royalty and the applicability of a Royalty Supplement or Recovery Credit
      is being determined and calculated.

	 	 	 
	 	(vi) 	
      “Minimum Cumulative Production Target” or
      “MCPT” means the product of 25 million pounds of Copper on which
      Royalty is payable, multiplied by the cumulative number of Minimum
      Production Years that have elapsed including the Current Year, less 2.5
      million pounds. For example, the MCPT when the Current Year is 2014 is 5
      [2010-2014, inclusive] x 25 million-2.5 million = 122.5 million pounds of
      Copper.

	 	 	 
	 	(vii) 	
      “Minimum Production Year” means each of calendar
      years 2010-2019, inclusive.

	 	 	 
	 	(viii) 	
      “Royalty Supplement” is defined in Section
    3.3

	 	 	 
	 	(ix) 	
      “Royalty Credit” is defined in Section
  3.4.

	 	 	 
	 	(x) 	
      “Target Rate” shall mean production of 25 million
      pounds of Copper on which Royalty is payable during each Minimum
      Production Year.




	 	(c) 	
      Royalty Supplement. If, as of the end of any
      Current Year, (i) Current Actual Production is not at least 22.5 million
      pounds and (ii) the Cumulative Actual Production is less than the MPCT,
      then, as to Current Actual Production, the Producer shall pay IRC, in
      addition to the Royalty at the Base Royalty Rate otherwise payable, the
      following additional amount (“Royalty Supplement”) at the same time
      as the payment for the Quarter ending December 31 of the Current Year is
      due:

	 	 	 	 
	 		(i) 	
      If the Current Actual Production is at least 20 million
      pounds and less than 22.5 million pounds, the additional amount of 0.1875%
      of Net Returns on Copper on each pound of Current Actual
  Production.

	 	 	 	 
	 		(ii) 	
      If the Current Actual Production is less than 20.0
      million pounds, the additional amount of 0.3750% of Net Returns on Copper
      on each pound of Current Actual Production.



7





	 	(iii) 	
      No Royalty Supplement shall be payable for Copper
      produced on or after January 1, 2020.




	 	(d) 	
      Recovery of Royalty Supplement. Amounts paid as
      Royalty Supplement pursuant to Section 3.3 may be recovered by means of
      “Royalty Credit” pursuant to this Section if there is Additional
      Production.




	 	(i) 	
      If, after paying Royalty Supplement in any Minimum
      Production Year or Years, Producer has sufficient Copper production for
      one or more subsequent Minimum Production Years so as to result in
      Additional Production, the Royalty on Current Actual Production shall be
      reduced from the Base Royalty Rate as follows:

	 	 	 	 
	 		(1) 	
      The number of pounds of Copper which were subject to a
      Royalty Supplement of 0.3750%, and for which there has not been a prior
      Royalty Credit, shall be determined and, as to the lesser of that number
      of pounds or the Actual Current Production, the Royalty shall be payable
      at the Base Rate less 0.3750%.

	 	 	 	 
	 		(2) 	
      After there has been complete recovery pursuant to
      Section 3.4(a)(i) of the 0.3750% Royalty Supplement, the number of pounds
      of Copper which were subject to a Royalty Supplement of 0.1875%, and for
      which there has not been a prior Royalty Credit, shall be determined and,
      as to the lesser of that number of pounds or the Actual Current Production
      for which the Royalty was not reduced pursuant to 3.4(a)(i), the Royalty
      shall be payable at the Base Rate less
0.1875%.




	 	(ii) 	
      Royalty Supplement not recovered as a result of
      Additional Production during the Current Year may be carried forward and
      recovered in a subsequent Minimum Production Year.

	 	 	 
	 	(iii) 	
      No Royalty Supplement shall be recoverable pursuant to
      Section 3.4(a) from: (i) Copper production after the last Minimum
      Production Year ending December 31, 2019 or (ii) production and sale of
      Minerals other than Copper at any time.




	 	(e) 	
      Other Minerals. If and at such time prior to
      January 1, 2021, IRC has received Royalty on at least 250 million pounds
      of Copper, the Base Royalty Rate on Minerals other than Copper shall be
      permanently reduced to one and one-quarter percent (1.25%). The Base
      Royalty Rate for Copper shall not be subject to the reduction set forth in
      this Section, and shall at all times be two and one-half percent (2.5%)
      subject to Sections 3.3 and 3.4.

	 	 	 
	 	(f) 	
      Suspension of Production. Notwithstanding Section
      3.3, if there is a temporary cessation of production of Minerals at the
      Property for any bona fide reason, including without limitation events of
      Force Majeure (as defined in Section 17.10) or unfavorable market
      conditions, all required benchmarks, such as but
not



8




limited to Current Minimum Production
Target, Minimum Cumulative Production Target and Target Rate shall be adjusted
and pro rated so as to negate the effect of the time period or periods when any
such bona fide cessation of production was occurring. 

	4. 	
      Royalty Periods.

	 	 	 
		(a) 	
      When Calculated. The Royalty shall be calculated
      and payable in respect of Royalty Periods based on the amount of Product
      sold or which has left the care, custody and control of the Producer
      during the applicable Royalty Period.

	 	 	 
		(b) 	
      First Royalty Period. The first Royalty Period
      shall be the period between the date after the Effective Date on which the
      Product is first sold or left the care, custody and control of the
      Producer in commercial quantities from the Property and the next following
      Quarterly Date.

	 	 	 
		(c) 	
      Subsequent Royalty Periods. Each subsequent
      Quarter shall be a Royalty Period.




	5. 	
      Payment.

	 	 	 	 
		(a) 	
      Due Date for Payment. The Royalty payable in
      respect of a Royalty Period shall be payable no later than thirty (30)
      Days after the applicable Quarterly Date, or if there is a dispute, within
      seven (7) days of the determination of that dispute under Section
    17.8.

	 	 	 	 
		(b) 	
      Manner of Payment.

	 	 	 	 
			(i) 	
      Subject to Section 5.2(b), the Royalty shall be payable
      in cash or other immediately available funds to the account designated by
      IRC in writing from time to time.

	 	 	 	 
			(ii) 	
      Subject to any prohibitions or limitations in sales
      contracts of Producer, IRC may elect at any time up to thirty (30) days
      prior to the due date for payment of an amount on account of the Royalty,
      to take the Royalty in kind.




	 	(c) 	
      No Deductions. The Royalty shall be payable in
      accordance with this Deed without withholding, deduction or set off for
      any reason on any account whatsoever.

	 	 	 
	 	(d) 	
      Late Payment. If the Producer does not pay the
      Royalty on or before the due date for payment for any reason whatsoever,
      then the Producer shall pay to IRC interest on the amount of the Royalty
      unpaid by the Producer, until payment in full has been made. Interest
      shall be calculated at the rate of 12% per annum. Interest shall be
      calculated daily and shall be payable on
demand.




	6. 	
      Exclusions from Royalty. Sale or transfer by
      Producer of the Property or any portion thereof or interest therein shall
      not constitute a sale of Minerals for purposes of



9




calculating or paying Royalty, but any
such transferred interest shall remain subject to the Royalty.

	7. 	
      Information.

	 	 	 	 
		(a) 	
      Statements.

	 	 	 	 
			(i) 	
      Each payment of Production Royalty shall be accompanied
      by an itemized statement setting forth all facts and figures necessary in
      order to verify the accuracy of the amount of the payment.

	 	 	 	 
			(ii) 	
      The Producer will also submit to IRC at not less than
      monthly intervals (or such other periods as IRC may from time to time
      agree) a statement of Mineral production and sales from the Property
      (“Statement”) during the period to which the Statement relates.
      Each Statement shall be signed by an authorized Officer of the Producer
      and shall be in a form and contain such detail as IRC may reasonably
      require.

	 	 	 	 
			(iii) 	
      Each Statement shall be delivered to IRC not later than
      fifteen (15) days after the end of the month to which the Statement
      relates.

	 	 	 	 
			(iv) 	
      Each Statement shall be accompanied by such production
      and sales records, receipts and other records as IRC may reasonably
      require in order to verify the amount of the Royalty payable on the
      relevant Quarterly Date.




	 	(b) 	
      Correspondence. The Producer shall within fifteen
      (15) days after receipt, forward to IRC a copy of all material
      correspondence between the Producer and any Smelter or Refiner, including
      without limitation, all statements from the Smelter or Refiner as to the
      amount of concentrate or intermediate Product received and the amount of
      Product and precious metals or other Minerals recovered therefrom, and
      charges or penalties assessed.

	 	 	 
	 	(c) 	
      Further Information. The Producer shall, at the
      request from time to time of IRC, provide to IRC such information as IRC
      may reasonably require for the purpose of determining the amount of
      Product derived by the Producer and the amount of Royalty to which IRC is
      entitled pursuant to this Deed.

	 	 	 
	 	(d) 	
      Inspection of Books. IRC, its agents or
      consultants may at any time during normal business hours on three (3)
      days’ prior notice to the Producer, inspect the books and records
      maintained by the Producer in relation to the Property for the purposes of
      determining and verifying the amount of the Royalty payable in accordance
      with this Deed. The Producer shall give to IRC such assistance as IRC may
      reasonably require for that purpose. IRC’s right to inspect Producer’s
      books and records that relate to any particular calendar year shall expire
      one (1) year after Producer’s delivery to IRC of the last Statement for
      that calendar year.



10





	8. 	
      Operative Period. The parties acknowledge and
      agree that the Royalty is perpetual and shall continue to be payable in
      accordance with the provisions of this Deed notwithstanding:

	 	 	 
		(i) 	
      the payment and repayment in full by the Producer of any
      credit facilities made available to it in connection with or relating to
      the Property or the Royalty; and/or

	 	 	 
		(ii) 	
      the sale or other disposition of all or any part of the
      Property.




	9. 	
      Undertakings.

	 	 	 	 
		(a) 	
      Production. The Producer undertakes, acting on a
      commercially reasonable basis:

	 	 	 	 
			(i) 	
      to cause all Product extracted or removed from the
      Property that requires treatment or refinement to be so treated and
      refined as soon as possible;

	 	 	 	 
			(ii) 	
      if there is any Stockpiled Material not located on the
      Property, the Producer will obtain an acknowledgment from owner of the
      land on which the Stockpiled Material is located that the Stockpile
      Material is subject to the rights of IRC under this Deed; and

	 	 	 	 
			(iii) 	
      material containing Minerals extracted or removed from
      re-processed materials located on or sourced from the Property are subject
      to the Royalty.

	 	 	 	 
			
      Notwithstanding the foregoing, the decision to commence
      or continue to mine, remove or process any Products from the Property is
      in the sole discretion of the Producer. The Producer shall be entitled to
      (i) make all operational decisions with respect to the methods and extent
      of mining, removing and processing of Products mined, removed or derived
      from the Property (including, for example, the decision to process by heap
      leaching rather than conventional milling), (ii) make all decisions
      related to sales or distribution of such Products, and (iii) make all
      decisions concerning temporary or long-term cessation of
  operations.




	 	(b) 	
      Expiration or Other Relinquishment. With respect
      to the unpatented mining claims included in the Property or any Property
      held by means of a leasehold interest,

	 	 	 	 
	 		(i) 	
      If (i) Producer’s rights or interest in any portion of
      the Property is due to lapse or expire and the Producer is not going to
      take steps to preserve or renew such interest or a substitute interest
      over the same area; or (ii) the Producer wishes to surrender any portion
      of the Property, then the Producer shall give to IRC not less than 60 days
      prior notice of the proposed lapse, expiration or surrender (whether
      compulsory or otherwise) together with particulars of the areas which the
      Producer wishes to surrender, and on request from IRC shall transfer such
      portion of the Property to IRC or its nominee free of encumbrances (other
      than the



11





	 		
      Royalty) for a consideration of $1.00. IRC agrees that
      any future Royalty shall not be payable by the Producer as to such a
      portion of the Property after it is transferred to IRC or its nominee
      under this Section; however, the Royalty is payable by the person who owns
      the Property so transferred.

	 	 	 
	 	(ii) 	
      For the avoidance of doubt, the parties agree that if any
      area of the Property is relinquished and subsequently reacquired by the
      Producer or any Affiliate of Producer, the Royalty will be payable on the
      Product from that portion of the Property, notwithstanding that the
      Producer is not the owner of the interest in the Property, on the same
      terms as this Deed.




	 	(c) 	
      Renewal. Except for Property identified to IRC
      under Section 9.2(a), the Producer undertakes in a timely fashion to do
      whatever is necessary to preserve in good standing its rights in the
      unpatented mining claims according to applicable Laws including, without
      limitation, the payment of all fees due for unpatented mining claims under
      the General Mining Law of 1872, as amended (“Mining Law”) and
      filing of all affidavits or other documents required to maintain the
      claims in good standing, prior to the date on which the rights in such
      Property would lapse or expire.

	 	 	 	 
	 	(d) 	
      Maintain Property. The Producer shall:

	 	 	 	 
	 		(i) 	
      pay on time all rates, taxes, rents, fees and assessments
      of every nature including rents and fees payable to the United States
      under the Mining Law, and to the State of Arizona or any local
      Governmental Authority which are levied on the Property; and

	 	 	 	 
	 		(ii) 	
      comply with (i) all provisions of the Mining Law (ii) in
      all material respects with all other Laws affecting the Property or the
      holder, occupier, mortgagee or chargee of the Property (including all work
      and expenditure obligations applicable to the Property) and (iii) in all
      material respects with all leases comprising the
  Property.




	 	(e) 	
      Smelter or Refiner. The Producer covenants and
      agrees with IRC that, with respect to Product that is to be sold to, or
      processed on behalf of Producer by a Smelter or Refiner, the Producer
      shall select a Refiner that has weights and assays acceptable to a
      generally recognized trading exchange, association or industry body within
      the applicable market for the relevant Product.

	 	 	 
	 	(f) 	
      Records. The Producer covenants and agrees with
      IRC that the Producer shall maintain accurate and proper records of mining
      operations carried out upon the Property and of all Product derived
      therefrom.

	 	 	 
	 	(g) 	
      Commingling. The Producer may commingle ore and
      Minerals from the Property with ore and Minerals from other lands and
      properties but it shall representatively measure and sample for moisture,
      metal and other appropriate content prior to
commingling.



12





	 	(i) 	
      If concentrates are produced from the commingled ores by
      the Producer, the Producer shall also calculate from representative
      samples the average recovery percentage for all concentrates produced
      during the applicable Royalty Period.

	 	 	 
	 	(ii) 	
      In obtaining representative samples, calculating the
      average grade of the ore and average recovery percentages, the Producer
      shall consult with IRC and apply the mining and metallurgical industry
      generally accepted procedures applicable to the type of mining and
      processing activity being conducted.

	 	 	 
	 	(iii) 	
      Prior to any commingling, the Producer shall notify IRC
      of the proposed arrangements for commingling and obtain IRC’s written
      consent, which consent will not be unreasonably withheld, to its proposed
      procedures for undertaking the commingling and calculating the Royalty in
      respect of the commingled ore or Minerals.




	10. 	
      Representations and Warranties. As of the date of
      this Agreement, Producer represents and warrants as follows with respect
      to the Property:

	 	 	 
		(a) 	
      Ownership. Producer owns or has a valid leasehold
      interest in the Property, as set forth on Exhibit A, subject to any
      Permitted Liens;

	 	 	 
		(b) 	
      No Prior Liens. The Property and the Royalty are
      not subject to any prior liens or encumbrances other than the Permitted
      Liens;

	 	 	 
		(c) 	
      Leases. Each lease of the Property (i) is a valid
      and subsisting lease, (ii) is in full force and effect and no default (nor
      any event which, with notice or lapse of time or both, would constitute
      such a default) has occurred or is continuing under any such lease and
      (iii) is not subject to any defenses, offsets or counterclaims and there
      have been no renewals or extensions of or supplements, modifications or
      amendments to the lease not previously disclosed to IRC;

	 	 	 
		(d) 	
      Possession. Producer is in actual possession of
      the Property and enjoys peaceful, undisturbed possession
thereof;

	 	 	 
		(e) 	
      Maintenance of Unpatented Claims. With respect to
      the unpatented mining claims included in the Property, all claim
      maintenance or rental fees and all affidavits and other filing required to
      hold the claims and maintain them in good standing with applicable
      Governmental Authorities have been made or performed; and

	 	 	 
		(f) 	
      Status as Collateral. Producer is in compliance in
      all material respects with each term, condition and provision of any
      obligation of Producer which is secured by the
Property.



13





	11. 	
      Recording; Filing. IRC may record, file or lodge
      this Deed in the county records or with any other Governmental Authority
      IRC deems necessary or desirable to protect its rights in the
    Royalty.

	 	 	 
	12. 	
      Review and Audit.

	 	 	 
		(a) 	
      Audit. IRC may from time to time on fourteen (14)
      days notice conduct an audit and review of the mining and metallurgical
      accounting conducted by the Producer in calculating the Product produced
      from the Property, using representatives qualified to conduct such an
      audit, provided, however, that this audit and review right with respect to
      any particular calendar year shall expire one (1) year after delivery to
      IRC of the last Statement with respect to such calendar year.

	 	 	 
		(b) 	
      Methodology. If it is not satisfied that the
      methodology of the mining and metallurgical accounting of the Producer is
      that of a reasonable miner, IRC shall advise Producer of deficiencies it
      determines to exist and shall provide Producer with IRC’s calculations as
      to Product produced.

	 	 	 
		(c) 	
      Adjustments. If IRC’s audit determines that the
      Royalty payments under this Deed to IRC are lower than the sums to which
      IRC is entitled, the Producer shall pay the amount of the discrepancy to
      IRC within five (5) Business Days or shall dispute IRC’s conclusions. If
      Producer disputes IRC’s conclusions or if the parties are unable to agree
      upon the methodology of the mining and metallurgical accounting, the
      matter shall be subject to the dispute resolution procedures of Section
      16.8. No adjustment shall be made with respect to any calendar year for
      which IRC has not given Producer a written notice of deficiency, pursuant
      to Section 12.2, within one year after delivery to IRC of the last
      Statement with respect to such calendar year.




	13. 	
      Assignment.

	 	 	 	 
		(a) 	
      Assignment by IRC.

	 	 	 	 
			(i) 	
      IRC may, at any time, without the consent of the Producer
      transfer by way of assignment (including, by way of security) or novation
      all or any of its rights, benefits and obligations hereunder to any person
      or persons.

	 	 	 	 
			(ii) 	
      If IRC transfers any of its rights, benefits and
      obligations hereunder pursuant to Section 13.1(a) all references in this
      Deed to IRC shall thereafter be construed as a reference to IRC and its
      transferee or transferees or, in the case of a transfer of all of its
      rights, benefits and obligations, to its transferee or transferees
      alone.




	 	(b) 	
      Assignment by Producer. If Producer or any
      successor or assign shall sell, convey, assign, encumber or otherwise
      transfer or dispose of in any manner whatsoever any interest in the
      Minerals (other than sales in the ordinary course of Producer’s business)
      or the Property or any Minerals sale contracts (any of which is referred
      to in this Section as a “Transfer”), then, as a condition to
    the



14




effectiveness of such Transfer,
Producer shall make such Transfer expressly subject to the Royalty and shall
obtain the written acknowledgement of the transferee of IRC’s Royalty and, for
Transfers other than an encumbrance, shall require the transferee to expressly
assume the obligations of Producer with respect to events and conditions
occurring after the Transfer and to pay the Royalty accruing after the Transfer
according to its terms. Upon the assumption of by the transferee of the
foregoing obligations of Producer hereunder, Producer shall be released from
performance of all obligations under this Agreement which arise after the
Transfer, except that Producer shall not be deemed released from the performance
of any obligations which relate to the period prior to the Transfer, for which
Producer shall remain primarily liable. Any Transfer in violation of this
Section shall be void and ineffective as between IRC and the Producer.

	14. 	
      No Assumption of Liability. IRC is not assuming,
      by its acceptance of this Deed or of Royalty hereunder, any liability,
      obligation or commitment of Producer, whether known or unknown, actual or
      contingent, now-existing or hereafter arising (“Excluded
      Liabilities”). The Excluded Liabilities include, but are not limited
      to, the following:

	 	 	 	 
		 	(i) 	
      Any and all obligations and liabilities of Producer
      relating to or arising from environmental or other conditions of any
      portion of the Property or from Producer’s operations related to the
      Property; and

	 	 	 	 
		 	(ii) 	
      Any and all obligations and liabilities of Producer to
      any lessor of the Property, to any contractor, to any customer of Producer
      or to any Governmental Authority.




	15. 	
      Indemnity.

	 	 	 
		(a) 	
      From Costs. The Producer agrees to indemnify and
      hold IRC harmless from all Operating Expenses, and all other costs,
      expenses, liabilities and claims arising from ownership and operation of
      the Property, disposal of waste therefrom, reclamation of the Property,
      and the marketing and sale of Product therefrom, it being understood and
      agreed between the Producer and IRC that the Royalty is a right to receive
      certain payments or Product from the Producer based upon Product produced
      from the Property and sold, but is not a right that imposes on IRC any
      associated or other obligations, to the Producer or to any other person or
      entity, including Governmental Agencies, any obligation on IRC to
      contribute to or otherwise pay any costs or expenses associated with or
      arising from such activities by the Producer.

	 	 	 
		(b) 	
      Survival. The indemnity contained in Section 15.1
      is continuing for so long as the Royalty is payable, subject to Section
      13.2.




	16. 	
      Transfer of Royalty Interest. If at any time IRC
      desires to sell or transfer all or any portion of its rights to the
      Royalty, IRC shall, on a non-exclusive basis, so advise Producer of such
      desire and of any terms and conditions upon which IRC is willing to
      entertain a proposal or offer as to a sale or transfer. If IRC solicits
      offers or bids for the



15




rights, Producer shall be given the
opportunity to make an offer or submit a bid; provided, however, that the
foregoing shall not create any right of first refusal, right of first offer or
other preemptive right in Producer to acquire any interest in rights to the
Royalty from IRC, and IRC shall have no obligation whatsoever to accept any
offer or bid from Producer, or sell or transfer any such interest to Producer,
without regard to whether Producer’s offer or bid is the high bid or best offer,
and any decision to sell or transfer to Producer or to any other party shall be
in IRC’s sole discretion.

	17. 	
      Miscellaneous.

	 	 	 	 	 
		(a) 	
      Confidentiality.

	 	 	 	 	 
			(i) 	
      Except as otherwise expressly provided in this Section,
      all information obtained in relation to the Royalty that is not generally
      known to or generally available to persons who are knowledgeable in the
      mining industry (or which is generally known or generally available only
      as a result of a breach of this Section) shall be kept confidential and
      shall not be disclosed by the parties. Disclosure of the information
      referred to in this Section 17.l may be made if the disclosure is, subject
      to Section 17.2:

	 	 	 	 	 
				(1) 	
      agreed to by the parties;

	 	 	 	 	 
				(2) 	
      required by Law or the rules or regulations of any
      securities exchange or regulatory agency;

	 	 	 	 	 
				(3) 	
      made to a bona fide purchaser of IRC’s rights under this
      Deed or the Producer’s rights or title in or to the Property;

	 	 	 	 	 
				(4) 	
      to any lender of either party;

	 	 	 	 	 
				(5) 	
      to any potential or actual partner (whether general or
      limited) in IRC; or

	 	 	 	 	 
				(6) 	
      to any joint venture partner of the
  Producer.




	 	(ii) 	
      In the case of disclosure to persons referred to in
      Sections 17.1(a)(iii), (iv), (v) and (vi) (“Recipient”), the
      disclosing party shall ensure that the Recipient complies with the terms
      of Section 17.1(a).




	 	(b) 	
      Notices. All notices, requests, demands, waivers,
      consents, appointments or other communications in connection with or
      pursuant to this Deed:

	 	 	 	 	 
	 		(i) 	
      shall be in legible writing addressed as
  follows:

	 	 	 	 	 
	 			(1) 	
      if to the Producer:

	 	 	 	 	 
	 				 Nord Resources Corporation 

        1 West Wetmore Road, Suite 203



16





	 		 Tucson, AZ 85705

	 		 Attention: President and Chief Executive Officer

	 	 	 
	 	(2) 	 if to IRC:

	 	 	 
	 		 IRC Nevada Inc. 

        c/o IRC (U.S.) Management Inc. 

        10 Inverness Dr. East, Suite 104 

        Englewood, CO 80112 

        Attention: Chief Financial Officer 

        Facsimile: (303) 799-9017



or as specified to the sender by a
party by notice;

	 	(ii) 	
      shall be signed by an Officer of the sender;

	 	 	 	 
	 	(iii) 	
      is regarded as being given by the sender and received by
      the addressee:

	 	 	 	 
	 		(1) 	
      if by delivery in person, when delivered to the
      addressee;

	 	 	 	 
	 		(2) 	
      if by post, three (3) Business Days from and including
      the date of postage; or

	 	 	 	 
	 		(3) 	
      if by facsimile transmission, on receipt of a
      transmission report confirming successful transmission in its
    entirety,




	 	(iv) 	
      if the delivery or receipt is on a day which is not a
      Business Day or is after 4:00 pm (addressee’s time) it is regarded as
      received at 9:00 am on the following Business Day; and

	 	 	 
	 	(v) 	
      can be relied on by the addressee and the addressee is
      not liable to another person for the consequences of that reliance if the
      addressee believes it to be genuine, correct and authorized by the
      sender.




	 	(c) 	
      Governing Law and Jurisdiction.

	 	 	 	 	 
	 		(i) 	
      This Deed is governed by the Laws of the State of
      Arizona.

	 	 	 	 	 
	 		(ii) 	
      The Producer irrevocably and unconditionally:

	 	 	 	 	 
	 			(1) 	
      submits and accepts the non-exclusive jurisdiction of the
      courts of Colorado; and

	 	 	 	 	 
	 			(2) 	
      waives any objection to the venue of any legal process on
      the basis that the process has been brought in an inconvenient
    forum.



17





	 	(d) 	
      Successors and Assigns and Survival. This Deed
      shall be binding upon the permitted successors, transferees and assigns of
      the Producer and be binding on and inure to the benefit of IRC and its
      successors, transferees and assigns.

	 	 	 	 
	 	(e) 	
      Documentary and Transfer Fees. The Producer shall
      pay all documentary fees, transfer fees and other costs and expenses of
      and incidental to the delivery and recording of this Deed.

	 	 	 	 
	 	(f) 	
      Amendment.

	 	 	 	 
	 		(i) 	
      The provisions of this Deed may only be amended, varied,
      supplemented or waived by a document signed by all of the parties. Any
      amendment, variation, supplement or waiver which is not contained in a
      document signed by all of the parties shall not be valid or
      enforceable.

	 	 	 	 
	 		(ii) 	
      In the event any Property subject to this Deed has been
      transferred by the Producer, this Deed may be amended, varied,
      supplemented or waived, insofar as it pertains to the Property so
      transferred, by a document signed by the successors, transferees and
      assigns of the Producer and by IRC or its successors, provided that the
      liability of Producer is not affected or increased
  thereby.




	 	(g) 	
      Counterparts. This Deed may be executed in any
      number of counterparts and by different parties hereto on separate
      counterparts, each complete set of which, when executed by all parties,
      shall be original but all such counterparts shall together constitute but
      one and the same instrument.

	 	 	 	 
	 	(h) 	
      Dispute Resolution.

	 	 	 	 
	 		(i) 	
      If the parties are unable to resolve a dispute about the
      subject matter or terms of this Deed after good faith negotiations, a
      party may, after two (2) Business Days’ notice to the other, refer the
      matter to resolution by arbitration pursuant to the Commercial Arbitration
      Rules of the American Arbitration Association, as the same may be modified
      by the terms of this Agreement (“AAA Rules”).

	 	 	 	 
	 		(ii) 	
      The arbitrator shall be appointed by agreement, or
      failing agreement after two (2) Business Days notice by one party to the
      other, shall be appointed as provided in the AAA Rules.

	 	 	 	 
	 		(iii) 	
      The arbitrator shall be an appropriately qualified expert
      with adequate knowledge of the mining industry who has no direct or
      personal interest in the outcome of the decision he or she is requested to
      make.

	 	 	 	 
	 		(iv) 	
      The decision of the arbitrator shall be final and binding
      on the parties, except in the case of manifest
error.



18





	 	(v) 	
      The costs and expenses of the arbitrator shall be borne
      in such proportions as the arbitrator may decide.

	 	 	 
	 	(vi) 	
      The parties shall provide such information as the
      arbitrator reasonably requires in order to make a determination under this
      Section.




	 	(i) 	
      Further Assurances. The parties each covenant and
      agree, upon request from the other from time to time, to execute,
      acknowledge and deliver such further instruments or documents which the
      requesting party may reasonably require in furtherance of its rights under
      this Deed.

	 	 	 
	 	(j) 	
      Force Majeure. The prevention or delay in the
      performance hereof caused by acts of war, riot, rebellion, fire, flood,
      strike, lockout, accident, equipment breakdown, lack of rail or truck
      transportation from regular point of shipment, economic shutdown of mine
      or plant facilities, shortage of raw material, unavailability of water,
      laws, regulations or requirements of any other Governmental Authority, or
      any other circumstances beyond the reasonable control of either party (any
      such event being called “Force Majeure”); shall entitle the party
      affected to suspend this Deed to the extent and for so long as its
      performance is made impracticable by such event of Force Majeure, by the
      affected party giving written notice thereof to the other party. Except
      for payment of sums becoming due at or prior to the event of Force
      Majeure, the party invoking the provisions of this Section will not be
      liable for non-performance of any obligations hereunder during
      continuation of such event; provided, however, that such party exercises
      all reasonable efforts to limit and obviate the event of Force Majeure,
      but the affected party shall not be required to settle any
  strike.



19




     IN WITNESS WHEREOF this Deed has
been duly executed and delivered as of the date above first written.

	 	NORD RESOURCES CORPORATION, 
	 	a Delaware corporation 
	 	  	  
	 	  	  
	 	By: 	/s/
      John T. Perry 
	 	  	John T. Perry 
	 	  	President 
	 	  	  
	 	IRC NEVADA INC., 
	 	a Nevada corporation 
	 	  	  
	 	  	  
	 	By: 	/s/
      Doug Silver 
	 	  	Doug Silver 
	 	  	President 


20





	State of Arizona 	) 
	  	) ss. 
	County of Pima 	) 


     The foregoing instrument was
acknowledged before me this ___ day of _______________, 2009 by John T. Perry as
President of Nord Resources Corporation, a Delaware corporation.

     Witness my hand and official
seal.

     My commission expires:
_________________

	 	 
	[SEAL] 	Notary Public 



	State of Colorado 	) 
	  	) ss. 
	County of 	) 


     The foregoing instrument was
acknowledged before me this ___ day of _______________, 2009 by
____________________________________________ as President of IRC Nevada, Inc., a
Nevada corporation.

     Witness my hand and official
seal.

     My commission expires:
_________________

	 	 
	[SEAL] 	Notary Public 


21




EXHIBIT A 
TO
ROYALTY DEED AND ASSIGNMENT OF
ROYALTY

PROPERTY

1




EXHIBIT B 
TO
ROYALTY DEED AND ASSIGNMENT OF
ROYALTY

PERMITTED LIENS

	1. 	
      As to the unpatented mining claims included in the
      Property, the paramount title of the United States of America.

	 	 	 
	2. 	
      Producer is a party to an Amended and Restated Credit
      Agreement with Nedbank Limited, as the administrative agent and lead
      arranger, which provided for a $25,000,000 secured term loan credit
      facility (the “Loan”) that has been drawn down by Producer to finance the
      reactivation of the Property. Under the Amended and Restated Credit
      Agreement, Producer has delivered:

	 	 	 
		(a) 	
      Deed of Trust from Nord Resources Corporation to First
      American Title Insurance Company for the benefit of NedBank Limited, a
      limited liability company, recorded August 3, 2007, Recording No.
      2007-0825945, Cochise County, Arizona;

	 	 	 
		(b) 	
      Collateral Account Agreement, dated July 31, 2007, among
      Producer, Nedbank Limited and wells Fargo Bank, N.A. and

	 	 	 
		(c) 	
      UCC financing statements and other security documents and
      instruments.

	 	 	 
		
      Nedbank Limited holds a first priority lien encumbering
      all of the real and personal property associated with the Property,
      including all patented mining claims, fee lands and unpatented mining
      claims in which Producer has an interest. Immediately following the
      Closing, Producer and Nedbank will enter into a Second Amended and
      Restated Credit Agreement , as well as an Amended and Restated Collateral
      Account Agreement and an Account Charge with respect to the
Loan.

	 	 	 
	3. 	
      Regulations, conditions and restrictions governing use of
      ground water pursuant to Arizona Revised Statutes 45-101 et.
seq.

	 	 	 
	4. 	
      Reservations or Exceptions in Patents, or in Acts
      authorizing the issuance thereof.

	 	 	 
	5. 	
      Established and/or existing roads, roadways, highways,
      rights-of-way and easements therefore.

	 	 	 
	6. 	
      Water rights, claims or title to water, whether or not
      shown by the public records.

	 	 	 
	7. 	
      Liabilities and obligations imposed on the land located
      within Northern Cochise County Hospital District.

	 	 	 
	8. 	
      An easement for electric lines and incidental purposes in
      the document recorded as Book 55 of Miscellaneous Records, Page
  299.








	9. 	
      An easement for telephone and telegraph lines and
      incidental purposes in the document recorded as Book 59, Page 135, of
      Miscellaneous Records.

	 	 
	10. 	
      Right of way for a road as shown in Book 2 of Maps at
      pages 7 and 58.

	 	 
	11. 	
      An easement for electric transmission lines and
      incidental purposes in the document recorded as Docket 952, Page 77 of
      Official Records.

	 	 
	12. 	
      An easement for electric transmission lines and
      incidental purposes in the document recorded as Docket 933, Page 390 of
      Official Records.

	 	 
	13. 	
      An easement for electric transmission lines and
      incidental purposes in the document recorded as Instrument No. 9411-30104
      of Official Records.

	 	 
	14. 	
      The terms and provisions contained in the document
      entitled “Access and Water Use Agreement” recorded as Instrument No.
      8701-02368 of Official Records.

	 	 
	15. 	
      The terms and provisions contained in the document
      entitled “Grant of Production Payment” recorded as Instrument no.
      9906-18419 of Official Records.

	 	 
	16. 	
      Any facts, rights, interests or claims which would be
      disclosed by a correct ALTA/ACSM survey.



3