** **

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C.  20549**

 

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**FORM 40-F**

 

**o****  REGISTRATION STATEMENT PURSUANT TO SECTION 12OF THE**

**SECURITIESEXCHANGE ACT OF 1934**

 

**x****  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR15(d) OF THE**

**SECURITIESEXCHANGE ACT OF 1934**

 

| **For the fiscal year ended December 31,  2007** | ** ** | **Commission File Number: 1-15142** |
|-------------------------------------------------------|------------|-------------------------------------|

 

**NorthAmerican Palladium Ltd.**

(Exact name of Registrant as specified in itscharter)

 

| **Canada**                                                          | ** ** | **1000**                                                  | ** ** | **Not Applicable**                    |
|---------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|---------------------------------------|
| (Province or other  Jurisdiction of  Incorporation or Organization) | ** ** | (Primary Standard Industrial  Classification Code Number) | ** ** | (I.R.S. Employer  Identification No.) |

 

**130 Adelaide Street West**

**Suite 2116, Toronto, Ontario**

**M5H 3P5**

**(416) 360-7590**

(Address and telephone number of Registrant’sprincipal executive offices)

 

**CT Corporation System**

**111 Eighth Avenue**

**New York, NY 10011**

**(212) 894-8940**

 (Name,address (including zip code) and telephone number

(including area code) of agent for service inthe United States)

 

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**Securities registered or to be registered pursuant to Section 12(b) ofthe Act:**

 

| **Title of Each Class**           | ** ** | **Name of Each Exchange on Which Registered** |
|--------------------------------------------------|------------|-----------------------------------------------------------------------------|
| **Common Shares, No Par Value**                  | ** ** | **American Stock Exchange**                                                 |
| **Common Share Purchase Warrants, No Par Value** | ** ** | **American Stock Exchange**                                                 |

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act:

**None**

 

Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act:

**None**

 

For annual reports, indicate by check mark the information filed withthis Form:

 

| x  Annual information form |   | x  Audited annual financial statements |
|----------------------------|--------|----------------------------------------|

 

Indicate thenumber of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report:

 

**The Registrant had 75,770,570 Common Sharesoutstanding as at December 31, 2007**

 

Indicate by check mark whether the Registrantby filing the information contained in this Form is also therebyfurnishing the information to the SEC pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”).  If “Yes” is marked, indicate the filingnumber assigned to the Registrant in connection with such rule.

 

| Yes o  82- |   | No          x |
|----------------------|--------|-----------------------------------------------------------------|

 

Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.

 

| Yes   x |   |   | No          o |
|------------------------|--------|--------|-----------------------------------------------------------------|

 

 

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**CAUTIONARY NOTE TO UNITED STATESINVESTORS CONCERNING**

**ESTIMATES OF MEASURED, INDICATEDAND INFERRED MINERAL RESOURCES**

 

Unlessotherwise indicated, all reserve and resource estimates included in this AnnualReport on Form 40-F (this “Annual Report”) have been prepared inaccordance with Canadian National Instrument 43-101 — Standards of Disclosurefor Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining,Metallurgy and Petroleum classification system. NI 43-101 is a rule developedby the Canadian Securities Administrators that establishes standards for allpublic disclosure an issuer makes of scientific and technical informationconcerning mineral projects.  Canadianstandards, including NI 43-101, differ significantly from the requirements ofthe United States Securities and Exchange Commission (the “SEC”), and reserveand resource information included herein may not be comparable to similarinformation disclosed by U.S. companies. In particular, and without limitingthe generality of the foregoing, this Annual Report uses the terms “measuredresources,” “indicated resources” and “inferred resources.” U.S. investors areadvised that, while such terms are recognized and required by Canadiansecurities laws, the SEC does not recognize them. Under U.S. standards,mineralization may not be classified as a “reserve” unless the determinationhas been made that the mineralization could be economically and legallyproduced or extracted at the time the reserve determination is made. U.S.investors are cautioned not to assume that any part of a “measured resource” or“indicated resource” will ever be converted into a “reserve.” U.S. investorsshould also understand that “inferred resources” have a great amount ofuncertainty as to their existence and as to their economic and legalfeasibility. It cannot be assumed that all or any part of “inferred resources”exist, are economically or legally mineable or will ever be upgraded to ahigher category. Under Canadian rules, estimated “inferred resources” may notform the basis of feasibility or pre-feasibility studies except in rare cases.Disclosure of “contained ounces” in a mineral resource is permitted disclosureunder Canadian regulations. However, the SEC normally only permits issuers toreport mineralization that does not constitute “reserves” by SEC standards asin place tonnage and grade, without reference to unit measures. Therequirements of NI 43-101 for identification of “reserves” are also not thesame as those of the SEC, and reserves reported by the Registrant in compliancewith NI 43-101 may not qualify as “reserves” under SEC standards. Accordingly,information concerning mineral deposits set forth in this Annual Report may notbe comparable with information made public by companies that report inaccordance with U.S. standards.

 

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**A.****           ****Disclosure Controls andProcedures**

 

Disclosure controlsand procedures are defined by the SEC as those controls and other proceduresthat are designed to ensure that information required to be disclosed by theRegistrant in reports filed or submitted by it under the Exchange Act isrecorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms.

 

The Registrant’sChief Executive Officer and Chief Financial Officer have evaluated theRegistrant’s disclosure controls and procedures as of the end of the periodcovered by this Annual Report and have determined that such disclosure controlsand procedures were effective.  See “Management’sDiscussion and Analysis of Operations and Financial Position – DisclosureControls and Procedures” included in Exhibit 1.2 to this Annual Report.

 

**B.****           ****Management’s Annual Reporton Internal Control Over Financial Reporting**

 

See “Management’sDiscussion and Analysis of Operations and Financial Position – Internal Controlover Financial Reporting” included in Exhibit 1.2 to this Annual Report. KPMGLLP has issued an attestation report on management’s assessment of theRegistrant’s internal control over financial reporting.

 

**C.****           ****Attestation Report of theRegistered Public Accounting Firm**

 

The attestation report of KPMG LLP is included inKPMG LLP’s report to the shareholders of the Registrantdated March 28, 2008, which accompanies the Registrant’s audited consolidatedfinancial statements for the fiscal year ended December 31, 2007, filed asExhibit 1.3 to this Annual Report.

 

**D.****           ****Changes in Internal ControlOver Financial Reporting**

 

Sincethe most recent evaluation of the Registrant’s internal control overfinancial reporting, there have been no changes in the Registrant’s internalcontrol over financial reporting that have materially affected, or arereasonably likely to materially affect, the Registrant’s internal control overfinancial reporting.

 

**E.****           ****Notice of Pension FundBlackout Period**

 

TheRegistrant was not required by Rule 104of Regulation BTR to send any notice to any of its directors or executiveofficers during the fiscal year ended December 31, 2007.

 

**F.****            ****Audit Committee FinancialExpert**

 

TheRegistrant’s board of directors has determined that Mr. Gregory J. VanStaveren, an individual serving on the audit committee of the Registrant’sboard of directors, is an audit committee financial expert within the meaningof General Instruction B(8)(b) of Form 40-F and is independent withinthe meaning of Rule 10A-3 under the Exchange Act and applicable Canadianrequirements.

 

Mr. VanStaveren has a brother who is a partner at KPMG LLP, the Registrant’s outsideauditor.  As a result of Mr. VanStaveren’s brother’s affiliation with KPMG, Mr. Van Staveren is notindependent within the meaning of Section 803 of the American StockExchange (“AMEX”) Company Guide, which provides that a director who is, or whohas an immediate family member who is, a current partner of the issuer’soutside auditor is not independent. The commentary to Section 803 of theAMEX Company Guide provides that foreign companies are permitted to follow homecountry practice in lieu of the audit committee requirements specified in suchsection, provided that such companies comply with Rule 10A-3 under theExchange Act.  The Registrant madeapplication to AMEX in accordance with the provisions of Section 110 ofthe AMEX Company Guide for a waiver of the requirements of Section 803 ofthe AMEX Company Guide in this regard. The waiver was granted on March 10,2006.

 

3

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TheSEC has indicated that the designation of a person as an audit committeefinancial expert does not make such person an “expert” for any purpose, imposeany duties, obligations or liability on such person that are greater than thoseimposed on members of the audit committee and the board of directors who do notcarry this designation or affect the duties, obligations or liability of anyother member of the audit committee or board of directors.

 

**G.****          ****Code of Ethics**

 

TheRegistrant’s board of directors has adopted a code of ethics that applies toall directors, officers and employees. The Registrant will provide a copy ofthe code of ethics without charge to any person that requests a copy bycontacting the Corporate Secretary of the Registrant at the address thatappears on the cover page of this Annual Report.

 

**H.****          ****Principal Accountant Feesand Services**

 

*Audit Fees*

 

Theaggregate fees billed by KPMG LLP, the Registrant’s external auditors, for  the fiscal years ended December 31, 2007and 2006 for professional services rendered by KPMG LLP for the audit of theRegistrant’s annual financial statements and for services that are normallyprovided by KPMG LLP in connection with statutory and regulatory filings orengagements for such years were Cdn$545,771 and Cdn$442,160, respectively.

 

*Audit-Related Fees*

 

The aggregate fees billed by KPMG LLP for thefiscal years ended December 31, 2007 and 2006 for assurance and relatedservices rendered by it that are reasonably related to the performance of theaudit or review of the Registrant's financial statements and that are notreported above as audit fees were Cdn$362,400 and Cdn$185,714, respectively.  In 2007, such fees were paid for servicesrendered in connection with a prospectus offering ($194,250), services inconnection with French translation of the prospectus ($76,650) and services inconnection with an interest payment base shelf prospectus ($91,500).

 

*Tax Fees*

 

Theaggregate fees billed by KPMG LLP for the fiscal years ended December 31, 2007and 2006 for professional services rendered by it for tax compliance, taxadvice and tax planning were Cdn$19,300 and Cdn$39,503, respectively.  In 2007, such fees were paid for preparationof federal/provincial tax returns and an Ontario mining tax return for December31, 2006 ($16,500) and correspondence and discussions related to investments inFinland ($2,800).

 

*All Other Fees*

 

Theaggregate fees billed by KPMG LLP for the fiscal years ended December 31,2007 and 2006 for products and services provided by KPMG LLP, other than theservices reported in the preceding three paragraphs, were Cdn$nil and Cdn$nil,respectively.

 

*Audit CommitteePre-Approval Policies and Procedures*

 

Allaudit and non-audit services performed by the Registrant’s external auditormust be pre-approved by the audit committee of the Registrant.

 

**I.****               ****Off-Balance SheetArrangements**

 

TheRegistrant is not a party to any off-balance sheet arrangements that have orare reasonably likely to have a current or future effect on its financialcondition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that ismaterial to investors.

 

4

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**J.****             ****Tabular Disclosure ofContractual Obligations**

 

See “Management’sDiscussion and Analysis of Operations and Financial Position – CapitalResources,” included in Exhibit 1.2 to this Annual Report.

 

**K.****          ****Identification of the AuditCommittee**

 

The Audit Committee iscomprised of Gregory J. Van Staveren (Chairman), David Comba and Robert Quinn.Mr. Comba and Mr. Quinn are independent as that term is defined under the rulesand regulations of AMEX. As described above Mr. Van Staveren is not independent as that term isdefined under the rules and regulations of AMEX.  Mr. Berlin attends the meetings of thecommittee in the capacity of an observer but he is not a member of the AuditCommittee and he does not exercise any voting powers. He has been provided withobserver status as a result of his significant financial expertise,particularly with respect to U.S. accounting matters. Mr. Berlin is notconsidered independent, as that term is defined under the rules and regulationsof AMEX by virtue of the fact that prior to January 1, 2006, Mr. Berlin servedas an executive officer of KFOC, which owns approximately 41% of theoutstanding common shares of the Registrant. Mr. Berlin does satisfy the requirements of Rule 10A-3 under the ExchangeAct.  Further, Mr. Berlin is a certifiedpublic accountant and has considerable experience in corporate finance.

 

**L.****           ****Critical Accounting Policies**

 

See “Management’sDiscussion and Analysis of Operations and Financial Position,” included in Exhibit 1.2to this Annual Report.

 

5

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

 

**A.****                                   ****Undertaking**

 

The Registrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the SEC staff, and to furnishpromptly, when requested to do so by the SEC staff, information relating to thesecurities in relation to which the obligation to file an annual report on Form 40-Farises or transactions in said securities.

 

**B.****                                   ****Consent to Service ofProcess**

 

The Registrant has previously filed with the SEC a Form F-X inconnection with its common shares and common share purchase warrants.

 

**EXHIBITS**

 

The following exhibits are filed as part of this Annual Report:

 
| **Number** | ** ** | **Document**                                                                                                                                                         |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                 |
| 1.1        |       | Annual Information  Form for the year ended December 31, 2007                                                                                              |
|       |       |                                                                                                                                                                 |
| 1.2        |       | Management’s Discussion  and Analysis of Operations and Financial Position for the year ended  December 31, 2007                                           |
|       |       |                                                                                                                                                                 |
| 1.3        |       | Audited Consolidated  Financial Statements for the year ended December 31, 2007, prepared in  accordance with Canadian generally accepted accounting principles |
|       |       |                                                                                                                                                                 |
| 1.4        |       | Supplementary Schedule of  “Reconciliation to Accounting Principles Generally Accepted in the United  States” in accordance with Item 18 of Form 20-F |
|       |       |                                                                                                                                                                 |
| 23.1       |       | Consent of KPMG LLP                                                                                                                                                  |
|       |       |                                                                                                                                                                 |
| 23.2       |       | Consent of Scott Wilson  Roscoe Postle Associates Inc.                                                                                                               |
|       |       |                                                                                                                                                                 |
| 23.3       |       | Consent of Graham G. Clow                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.4       |       | Consent of Leo Hwozdyk                                                                                                                                               |
|       |       |                                                                                                                                                                 |
| 23.5       |       | Consent of Deborah A.  McCombe                                                                                                                                       |
|       |       |                                                                                                                                                                 |
| 23.6       |       | Consent of Ian T. Blakley                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.7       |       | Consent of Aker Kvaerner                                                                                                                                             |
|       |       |                                                                                                                                                                 |
| 23.8       |       | Consent of P&E Mining  Consultants Inc.                                                                                                                          |
|       |       |                                                                                                                                                                 |
| 23.9       |       | Consent of Eugene Puritch                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.10      |       | Consent of Wayne Ewert                                                                                                                                               |

 

6

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| 23.11  |   | Consent of Fred Brown                                                                |
|--------|--------|--------------------------------------------------------------------------------------|
|   |   |                                                                                 |
| 23.13  |   | Consent of David J. King                                                             |
|   |   |                                                                                 |
| 23.14  |   | Consent of Des Cullen                                                                |
|   |   |                                                                                 |
| 23.15  |   | Consent of Laila Sedore                                                              |
|   |   |                                                                                 |
| 31.1   |   | Certification of CEO  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                 |
| 31.2   |   | Certification of CFO  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                 |
| 32.1   |   | Certification of CEO  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                 |
| 32.2   |   | Certification of CFO  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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**SIGNATURE**

 

Pursuant to the requirements of the Exchange Act, the Registrantcertifies that it meets all of the requirements for filing on Form 40-Fand has duly caused this annual report to be signed on its behalf by theundersigned, thereto duly authorized.

 

 
|                        |   | **NORTH AMERICAN PALLADIUM LTD.**                  |
|-----------------------------|--------|----------------------------------------------------|
|                        |   | ** **                                         |
|                        |   | ** **                                         |
| Dated:  March 31, 2008 | By:    | /S/  JAMES D. EXCELL                               |
|                        |   | By:   James  D. Excell              |
|                        |   | Title: President  and Chief Executive Officer |

 

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**EXHIBIT INDEX**

 
| **Number** | ** ** | **Document**                                                                                                                                                         |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                 |
| 1.1        |       | Annual Information  Form for the year ended December 31, 2007                                                                                              |
|       |       |                                                                                                                                                                 |
| 1.2        |       | Management’s Discussion  and Analysis of Operations and Financial Position for the year ended  December 31, 2007                                           |
|       |       |                                                                                                                                                                 |
| 1.3        |       | Audited Consolidated  Financial Statements for the year ended December 31, 2007, prepared in  accordance with Canadian generally accepted accounting principles |
|       |       |                                                                                                                                                                 |
| 1.4        |       | Supplementary Schedule of  “Reconciliation to Accounting Principles Generally Accepted in the United  States” in accordance with Item 18 of Form 20-F |
|       |       |                                                                                                                                                                 |
| 23.1       |       | Consent of KPMG LLP                                                                                                                                                  |
|       |       |                                                                                                                                                                 |
| 23.2       |       | Consent of Scott Wilson  Roscoe Postle Associates Inc.                                                                                                               |
|       |       |                                                                                                                                                                 |
| 23.3       |       | Consent of Graham G. Clow                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.4       |       | Consent of Leo Hwozdyk                                                                                                                                               |
|       |       |                                                                                                                                                                 |
| 23.5       |       | Consent of Deborah A.  McCombe                                                                                                                                       |
|       |       |                                                                                                                                                                 |
| 23.6       |       | Consent of Ian T. Blakley                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.7       |       | Consent of Aker Kvaerner                                                                                                                                             |
|       |       |                                                                                                                                                                 |
| 23.8       |       | Consent of P&E Mining  Consultants Inc.                                                                                                                          |
|       |       |                                                                                                                                                                 |
| 23.9       |       | Consent of Eugene Puritch                                                                                                                                            |
|       |       |                                                                                                                                                                 |
| 23.10      |       | Consent of Wayne Ewert                                                                                                                                               |
|       |       |                                                                                                                                                                 |
| 23.11      |       | Consent of Fred Brown                                                                                                                                                |
|       |       |                                                                                                                                                                 |
| 23.13      |       | Consent of David J. King                                                                                                                                             |
|       |       |                                                                                                                                                                 |
| 23.14      |       | Consent of Des Cullen                                                                                                                                                |
|       |       |                                                                                                                                                                 |
| 23.15      |       | Consent of Laila Sedore                                                                                                                                              |
|       |       |                                                                                                                                                                 |
| 31.1       |       | Certification of CEO  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |
|       |       |                                                                                                                                                                 |
| 31.2       |       | Certification of CFO  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |

 

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| 32.1   |   | Certification of CEO  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|--------|--------|--------------------------------------------------------------------------------------|
|   |   |                                                                                 |
| 32.2   |   | Certification of CFO  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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