North American Palladium (PDLCF) 6-K Current report (foreign)

Exhibit 3

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
	December 8, 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 December 8, 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 has begun the process of restarting operations at its Lac des Iles (“LDI”) mine in northwestern Ontario, and expects to produce its first concentrate in the second quarter of 2010.
	The Company also announced that it intends to commence initial development of the Offset Zone, the fault-displaced continuation of the Roby Underground Zone of the LDI mine.
Item 5 -	Full Description of Material Change
	On December 8, 2009, the Company announced that it has begun the process of restarting operations at its LDI mine in northwestern Ontario, and expects to produce its first concentrate in the second quarter of 2010.
	The Company will resume operations in the Roby Underground Zone only, and expects to produce approximately 140,000 ounces of palladium per year over a two-year period, mined via ramp access. The Company anticipates mill restart capital expenditures to be approximately $4 million, and capitalized pre-production operating costs to be approximately $10 million.
	The Company also announced that it intends to commence initial development of the Offset Zone. The Company will begin development in January of a 1,500-metre ramp over a depth of 200 metres that will take approximately 12 months to complete at a cost of approximately $16 million.

	Certain information included in this report constitutes ‘forward-looking statements’ within the meaning of the ‘safe harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. The words ‘expect’, ‘believe’, ‘will’, ‘intend’, ‘estimate’ and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies including the possibility that the restart of the Lac des Iles mine and/or the development of the Offset Zone may not proceed as planned, and that the metals prices and foreign exchange assumptions may differ from management’s expectations. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of North American Palladium to be materially different from the Company’s estimated future results, performance or achievements expressed or implied by those forward-looking statements and that the forward-looking statements are not guarantees of future performance. These statements are also based on certain factors and assumptions. For more details on these estimates, risks, assumptions and factors, see the Company’s most recent Form 40-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities. In addition, there can be no assurance that the Company’s Lac des Iles mine will be successfully restarted or that the Offset Zone can be successfully developed. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements.
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
	December 10, 2009.