UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 1, 2000 NORD PACIFIC LIMITED -------------------- (Exact name of registrant as specified in its charter) New Brunswick, Canada 000-19182 Not Applicable - --------------------- -------------- ----------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Number) Incorporation) 40 Wellington Row, Suite 2100, Scotia Plaza Saint John, New Brunswick, Canada 87102 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (505)241-5820 2 ITEM 2. Acquisition or Disposition of Assets On June 1, 2000 Nord Pacific Limited (the "Company") acquired the remaining 50% interest in the Tritton Copper project, New South Wales, Australia from Straits Resources Limited. Pursuant to a Sale and Purchase Agreement executed by the parties on June 1, 2000, the Company paid 1.95 million (US$1,950,000) dollars on closing, and is required to make 10 installment payments, (US$1,950,000) payable in four equal semi- annual installments, with the first installment payable December 1, 2000; and (US$1,950,000) payable in six equal annual installments with the first installment payable twelve months after commencement of copper production. Nord will grant to Straits an option to acquire Nord's 40% interest in the SX-EW equipment used at Girilambone under certain circumstances intended not to interfere with copper production at Girilambone for consideration below market value. The Tritton deposit was part of a 50:50 exploration joint venture between the Company and Straits on property that surrounds their jointly owned Girilambone copper mine. The Company has accepted a preliminary offer of bank financing to develop the mine. The limited recourse debt financing from Bank of Western Australia Ltd. ("BankWest") would consist of a number of debt and credit support instruments including cash advance facilities of A$35 million (US$20 million); credit facilities for hedging the copper price, the currency exchange rate and the interest rate; and a credit facility to cover statutory bonding requirements. The BankWest financing is conditional on a number of factors, chief among them satisfactory technical review by BankWest's external independent engineer, syndication with other banks and completion of formal documentation. BankWest has provided similar financing for the Company's nearby Girilambone copper mine. For information purposes all $ figures referred to in the exhibits are in Australian unless otherwise noted. ITEM 7. Financial Statements and Exhibits (3) Exhibits required to be filed by Item 601 of Regulation S-K: Item Description (2) Sale Agreement dated June 1, 2000 between Nord Pacific Limited, Nord Australex Nominees Pty. Ltd. and Straits Mining Pty. Ltd. Attachment A - Option Agreement Attachment B - Fixed and Floating Charge Attachment C - Real Property Mortgage Attachment D - Annexure "A" Mortgage memorandum (20.1) Press Release of Nord Pacific Limited dated December 17, 1999 3 ITEM 7. Financial Statements and Exhibits - (Continued) (20.2) Press Release of Nord Pacific Limited dated June 5, 2000 (99.1) Deed of Priority dated June 1, 2000 between Straits Mining Pty. Ltd., Nord Australex Nominees Pty. Ltd., Nord Pacific Limited, and Bank of Western Australia, Ltd. (99.2) Facilities Access and Usage Agreement dated June 1, 2000 between Nord Australex Nominees Pty. Ltd., Nord Pacific Limited, Nord gold Company Limited, Nord Highlands Mineral Venture-1, Straits Mining Pty. Ltd., and Girilambone Copper Company Pty. Ltd. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORD PACIFIC LIMITED Date: July 12, 2000 By: /s/ W. Pierce Carson W. Pierce Carson President & CEO 4 EXHIBIT INDEX Item Description Page Number (2) Sale Agreement dated June 1, 2000 between 5-22 Nord Pacific Limited, Nord Australex Nominees Pty. Ltd. and Straits Mining Pty. Ltd. Attachment A - Option Agreement 23-30 Attachment B - Fixed and Floating Charge 31-75 Attachment C - Real Property Mortgage 76-117 Attachment D - Annexure "A" Mortgage 118-163 memorandum (99.1) Deed of Priority dated June 1, 2000 between 164-177 Straits Mining Pty. Ltd., Nord Australex Nominees Pty. Ltd., Nord Pacific Limited, and Bank of Western Australia, Ltd. (99.2) Facilities Access and Usage Agreement dated 178-193 June 1, 2000 between Nord Australex Nominees Pty. Ltd., Nord Pacific Limited, Nord gold Company Limited, Nord Highlands Mineral Venture-1, Straits Mining Pty. Ltd., and Girilambone Copper Company Pty. Ltd. (20.1) Press Release of Nord Pacific Limited dated 194-195 December 17, 1999 (20.2) Press Release of Nord Pacific Limited dated 196-197 June 5, 2000