Exhibit 1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
North American Palladium Ltd. (the “Company”)
Suite 2350, Royal Bank Plaza, South Tower
200 Bay Street
Toronto, Ontario
M5J 2J2
| Item 2 | Date of Material Change |
March 21, 2013 and March 22, 2013.
| Item 3 | News Release |
News releases with respect to the material changes referred to in this report were issued by the Company on March 21, 2013 and March 22, 2013 through, in each case, the facilities of Marketwire and filed on the System for Electronic Document Analysis and Retrieval.
| Item 4 | Summary of Material Change |
On March 21, 2013, the Company announced the appointment of Phil du Toit as President and Chief Executive Officer (“CEO”) of the Company, effective March 25, 2013.
On March 22, 2013, the Company announced that it had closed the sale of its Quebec-based gold division, NAP Quebec Mines Ltd. (“NAP Quebec”), to Maudore Minerals Ltd. (“Maudore”).
| Item 5 | Full Description of Material Change |
Appointment of Chief Executive Officer
On March 21, 2013, the Company announced the appointment of Phil du Toit as President and Chief Executive Officer (“CEO”) of the Company, effective March 25, 2013.
Sale of Gold Division
On March 22, 2013, the Company announced that it had closed the sale of its Quebec-based gold division, NAP Quebec, which holds the Vezza mine, the Sleeping Giant mine and mill complex, and its nearby portfolio of exploration properties, to Maudore. A binding agreement in respect of the sale was entered into at closing.
The purchase price paid by Maudore consisted of $18 million in cash and 1.5 million common shares of Maudore, which shares are listed for trading on the TSX Venture Exchange. The shares are subject to a four-month hold period in accordance with Canadian securities laws. An adjustment to the purchase price for gold and silver inventory may result in additional payments to the Company post-closing.
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| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
This report is not being filed on a confidential basis.
| Item 7 | Omitted Information |
No information has been omitted on the basis that it is confidential.
| Item 8 | Executive Officer |
Tess Lofsky
Vice President, General Counsel and Corporate Secretary
(416) 360-8782
| Item 9 | Date of Report |
March 28, 2013
