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 |
April 28, 2010.
A press release with respect to the material change referred to in this report was issued by the Company on April 28, 2010 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 20,000,000 units (the “Units”) of the Company at a price of C$5.00 per Unit, for total gross proceeds of C$100,000,000.
| Item 5 - | Full Description of Material Change |
On April 28, 2010, the Company announced that it closed its previously announced “bought deal” prospectus offering of 20,000,000 Units at a price of C$5.00 per Unit, for total gross proceeds of C$100,000,000. 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$6.50 per common share, subject to adjustment or early termination, at any time prior to October 28, 2011. Cormark Securities Inc. and Haywood Securities Inc. co-led the underwriting syndicate, which included Thomas Weisel Partners Canada Inc., Octagon Capital Corporation, Dundee Securities Corporation, GMP Securities L.P., Knight Capital Markets LLC and Macquarie Capital Markets Canada Ltd.
| 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, Corporate Development, General Counsel & Corporate Secretary
(416) 360-7971 Ext. 225
May 5, 2010.
