Exhibit 4.7


 


FORM 51-102F3


MATERIAL
CHANGE REPORT


 


1.                                      Name and
Address of Corporation


 


North American Palladium Ltd. (the “Company”)


2116-130 Adelaide St. W.


Toronto, Ontario M5H 3P5


 


2.                                      Date of
Material Change


 


March 31, 2009


 


3.                                      News
Release


 


A press release with respect to the material change
referred to in this report was issued by the Company on March 31, 2009
through the facilities of Marketwire and filed on the System for Electronic
Document Analysis and Retrieval (SEDAR).


 


4.                                      Summary
of Material Change


 


On March 31, 2009, the Company announced that it
had entered into a definitive agreement pursuant to which the Company will
acquire by way of a plan of arrangement all of the outstanding common shares of
Cadiscor Resources Inc. (“Cadiscor”) in an all-share transaction, whereby
Cadiscor shareholders will receive 0.33 common shares of the Company for each
common share of Cadiscor.


 


Concurrent with the signing of the definitive
agreement, the Company has advanced to Cadiscor a total of $7.5 million on a secured
and partially convertible basis.


 


5.                                      Full
Description of Material Change


 


Under the terms of the transaction, shareholders of
Cadiscor will receive 0.33 common shares of the Company for each common share
of Cadiscor held. Based on the currently outstanding common shares of Cadiscor,
this is expected to result in the Company issuing approximately 14.3 million
common shares of the Company to Cadiscor shareholders, who would own
approximately 14% of the Company on completion of the transaction.


 


The transaction has been structured as a plan of
arrangement under the Canada Business
Corporations Act, and is subject to approval by the shareholders of
Cadiscor and by applicable stock exchanges. The required shareholder approval
will be two-thirds of the votes cast by Cadiscor shareholders at a special
meeting to consider the transaction. Cadiscor has advised that it expects to
complete and mail to its shareholders an information circular in late April and
to hold the special meeting in May 2009.


 


Holders of options, warrants and convertible
debentures of Cadiscor will continue to be entitled to exercise their
securities for common shares of the Company in lieu of


 





















 


Cadiscor shares, based on the same exchange ratio
described above. Some or all of these instruments may be converted into or
exercised for Cadiscor common shares prior to closing, in which case they would
participate as described above and additional common shares of the Company
would be issued at closing.


 


The definitive agreement includes a commitment by
Cadiscor not to solicit alternative transactions. In certain circumstances, if
Cadiscor terminates the definitive agreement to enter into another transaction,
then Cadiscor is obligated to pay to the Company a termination payment of $1
million. The Company also has the right to match competing offers that may be
made to Cadiscor. A former director of Cadiscor is expected to be added to the
board of the Company following the closing of the transaction.


 


Concurrent with the signing of the definitive agreement,
the Company has advanced to Cadiscor a total of $7.5 million, pursuant to the
purchase of a $5.4 million convertible note, and a $2.1 million non-convertible
note, the proceeds of which will be used by Cadiscor to bring the Sleeping
Giant mine back into production. Both notes have a term of 18 months, require
Cadiscor to pay interest at a rate of 12% per annum and are secured by a first
charge on Cadiscor’s assets. The convertible note is convertible into Cadiscor
common shares at $0.50 per share, which, on full conversion, would constitute
an approximate 19.9% shareholding by the Company in Cadiscor.


 


6.                                      Reliance
on Subsection 7.1(2) or (3) of National Instrument 51-102


 


Not applicable.


 


7.                                      Omitted
Information


 


Not applicable.


 


8.                                      Executive
Officer


 


The following senior officer of the Company is
knowledgeable about the material change:


 


Trent Mell


Vice President, General Counsel and Corporate
Secretary


(416) 360-7971 x 225


 


9.                                      Date of
Report


 


April 3, 2009


 


The foregoing accurately discloses the material
change referred to herein.


 


DATED at Toronto, Ontario, this 3rd of April, 2009.


 





















 


	
   

  	
  NORTH AMERICAN PALLADIUM LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  (signed)
  “Trent Mell”

  
	
   

  	
   

  
	
   

  	
   

  	
  Name: Trent
  Mell

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Vice President, General

  
	
   

  	
   

  	
            Counsel
  and Corporate Secretary