Exhibit 1
Form 51-102F3
MATERIAL CHANGE REPORT
Item 1 - Name and Address of Company
North American Palladium Ltd. (the “Company”)
2116 - 130 Adelaide Street West
Toronto, Ontario M5H 3P5
Item 2 - Date of Material Change
September 30, 2009.
Item 3 - News Release
A press release with respect to the material change referred to in this report was issued by the Company on September 30, 2009 through the facilities of Marketwire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
Item 4 - Summary of Material Change
The Company announced that it closed its previously announced “bought deal” prospectus offering of 16,000,000 units (the “Units”) of the Company at a price of C$3.15 per Unit, for total gross proceeds of C$50,400,000. The Company has granted the underwriters an over-allotment option exercisable at any time until October 22, 2009 to acquire up to an additional 2,400,000 Units.
Item 5 - Full Description of Material Change
On September 30, 2009, the Company announced that it closed its previously announced “bought deal” prospectus offering of 16,000,000 Units at a price of C$3.15 per Unit, for total gross proceeds of C$50,400,000. Each Unit is comprised of one common share and one-half of one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder thereof to purchase an additional common share of the Company at a price of C$4.25 per common share, subject to adjustment or early termination, at any time prior to September 30, 2011. Thomas Weisel Partners Canada Inc. and Cormark Securities Inc. co-led the underwriting syndicate, which included Dundee Securities Corporation, Haywood Securities Inc. and Octagon Capital Corporation.
The Company has also granted to the underwriters an option, exercisable at any time until October 22, 2009 to acquire up to an additional 2,400,000 Units at a price of C$3.15 per Unit.
Item 6 - Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 - Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8 - Executive Officer
The following senior officer of the Company is knowledgeable about the material change:
Trent Mell
Vice President, General Counsel & Corporate Secretary
(416) 360-7971 Ext. 225
Item 9 - Date of Report
October 1, 2009.
