**Exhibit 4.28**

 

**SERVICESAGREEMENT**

(Arctic PlatinumProject - Finland)

THIS SERVICESAGREEMENT (the **“Services Agreement”**), made as ofMarch     , 2006 (the **“Effective Date”**),is made between Gold Fields Arctic Platinum Oy (**“GFAP”**),North American Palladium Ltd. (**“NAPL”**) andNorth American Palladium Arctic Services Oy (**“NAPFS”**),pursuant to an acquisition and framework agreement (the **“AcquisitionAgreement”**) dated March 24, 2006 between NAPL, Gold FieldsExploration BV (**“GFBV”**), Gold Fields Finland Oy (**“GFF”**) and North American Palladium Finland Oy (**“NAPF”**)

**WHEREAS:**
| A.     | GFAP is a wholly-owned subsidiary of GFF and GFAP  owns the APP Project, as defined in the Acquisition Agreement;                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| B.     | NAPL has acquired from  GFBV an option (the **“Option”**) to  acquire up to a 60% interest in the APP Project through the acquisition of  and subscription for shares of GFF;                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| C.     | Upon NAPL satisfying  certain conditions described in the Acquisition Agreement by August 31, 2008  (the **“Option Period”**), NAPL, GFBV, GFF and  GFAP will enter into a shareholders agreement (the **“Shareholders’  Agreement”**) which sets out the terms and conditions under which  NAPL and GFBV will hold their shares of GFF and other related matters; |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| D.     | During the Option  Period, GFAP shall appoint a managing director (the **“Managing  Director”**) nominated by NAPL;                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| E.     | GFAP and the Managing  Director shall enter into an agreement (the **“MD  Agreement”**) pursuant to which the Managing Director will perform  certain management functions and other duties for GFAP in connection with the  APP Project;                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| F.     | All Programmes and  Budgets, as defined in the Acquisition Agreement, will be implemented by GFAP  under the management authority granted to the Managing Director pursuant to  the MD Agreement;                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| G.     | Certain of the services  required to prepare and implement the Programmes and Budgets will be  performed by NAPFS under the terms hereof with the assistance and support of  NAPL through, *inter alia*, various executives  and management personnel of NAPL;                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| H.     | NAPL and NAPFS have  agreed that NAPL will second employees from time to time to NAPFS to provide  certain technical services required to prepare and implement the Programmes  and Budgets and to assist and support the Managing Director.                                                                                                                                                |

 

**NOW,THEREFORE**, for and in consideration of the foregoing premisesand the mutual promises hereinafter set forth, GFAP, NAPL and NAPFS herebyagree as follows.

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**1.**             DEFINITIONS
| **“Expenses”**            | shall have the meaning assigned thereto in section  6; |
|-------------------------------------|--------------------------------------------------------|
| ** **                          |                                                   |
| **“Services”**            | shall have the meaning assigned thereto in section  2; |
| ** **                          |                                                   |
| **“Services  Agreement”** | this Services Agreement between GFAP, NAPL and  NAPFS; |

 

All capitalisedterms used herein, unless otherwise defined herein, shall have the meaning assignedthereto in the Acquisition Agreement.  

**2.**             SERVICES AND ACCESS

Subject to the terms of this Services Agreement, as anindependent contractor NAPFS shall, and NAPL shall procure that NAPFS, performthe following services:

(a)           assist in draftingexploration and development programmes and budgets for the cost of completingthe programmes which comprise the Re-Scoping Study and Exploration Programme,the Feasibility Study and the First Development Proposal and Budget;

(b)           reviewthe Programmes and Budgets with the GFAP Board and management and recommendrevisions the Programmes and Budgets;

(c)           carryout any work that the parties agree will be conducted by NAPFS, in accordancewith Programmes and Budgets approved by the GFAP board of directors;

(d)           retainany subcontractors, consultants, advisors or technical contractors, that theparties by consent deem appropriate, in order to conduct any activities inrelation to the Programmes and Budget except that, to the extent practicable,all third party contracts will be entered into directly between the third partyand GFAP; 

(e)           assist with arrangingfor licences, permits and approvals on behalf of GFAP required to carry outProgrammes and Budgets;

(f)            if so directed byGFAP, apply for mining leases, water rights, easements, mining rights, or otherforms of tenure for mineral exploration, development or mining; and

(g)           undertake all otheractivities reasonably necessary to fulfill the foregoing.

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(the **“Services”**)

Each of NAPL and NAPFS, subject to GFAP safety regulations(including execution of any required waiver of liability form), shall haveaccess to the APP Project and to records and information in connection with theAPP Project at all reasonable times, in order that each of NAPL and NAPFS mayfulfil its obligations hereunder.

**3.**             DUTIES OF NAPFS

In performing the Services, NAPFS shall:

(a)           comply with allApplicable Laws;

(b)           comply with allreasonable directions of the Managing Director in relation to Programmes andBudgets;

(c)           notify GFAP promptly ofany allegations of material violation of Applicable Laws by NAPFS. In the eventof any such violation, NAPFS shall do all things necessary includingperformance, payment of fines and/or penalties, to timely cure or dispose ofsuch violation and the cost thereof shall be an Expense as defined herein,provided that NAPFS has discharged its duties in accordance with section 9(b);

(d)           prepare and file allreports or notices required for or as a result of Services provided at therequest of GFAP;

(e)           keep and maintainaccurate accounting and financial records of all spent by NAPFS in conductingthe Services in accordance with customary cost accounting practices in themining industry and in compliance with all Applicable Laws;

(f)            keep and maintainaccurate technical records of all Services and the results thereof inaccordance with customary practices in the mining industry and in fullcompliance with all Applicable Laws; and

(g)           advise GFAP of allServices completed and planned by submitting in writing to the ManagingDirector, the GFAP Board and the GFBV Observers:

(i)            quarterly progressreports that include statements of expenditures and comparisons of such workand expenditures to the corresponding work and expenditures in the adoptedProgramme and Budget;

(ii)           periodic summaries ofdata acquired;

(iii)          copies of reportsconcerning Services; and

(iv)          such other reports asGFAP may reasonably request;

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(h)           provide GFAP access to,and the right to inspect at all reasonable times, and, at GFAP’s cost andexpense, to obtain written and/or electronic copies of all data relating to theServices, including underlying and supporting data relating to the reports andsummaries referred to in sub-section (g) above, all maps, drill logs and otherdrilling data, core, pulps, reports, surveys, assays, analyses, productionreports, operations, technical, accounting and financial records; 

(i)            provide GFAP withprompt notice of any information, results or facts that may require disclosureby GFAP or its affiliates; and

(j)            conduct all Servicesin a good and workmanlike manner.

**4.**             EMERGENCY ANDUNEXPECTED EXPENDITURES

Notwithstanding anything contained herein to thecontrary, in the event of an emergency, which event involves (i) substantialdamage to the APP Project and/or GFAP, or (ii) injury or loss of life,(collectively an “Emergency Event”), NAPL and/or NAPFS, as the case may be,shall take all reasonable action deemed necessary to protect life or propertyor to comply with Applicable Laws.  NAPLshall immediately notify GFAP of an Emergency Event and all reasonable costs ofemergency actions shall be added to Expenses, provided that such EmergencyEvent is not as a result of the negligence, wilful default or material breachby NAPL and/or NAPFS, as the case may be, of its obligations hereunder.  

**5.**             UNAVOIDABLE DELAYS

**If anyParty is prevented or delayed in exercising or complying with any of its rightsor obligations under this Agreement by reason of events, whether foreseeable orunforseeable, beyond its reasonable control, other than a lack of funds, suchParty may give notice to the other Parties of the event and upon giving of suchnotice all relevant times herein provided for will be extended by the periodnecessary to allow such circumstances to cease to exist or be overcome and inany such event the Party so affected will use all reasonable commercial effortsto do so promptly.  In the event thatsuch circumstances continue for 180 days or more, GFAP shall have the right toterminate this Services Agreement provided that GFBV undertakes not to exerciseits right to terminate for a further period not exceeding 90 days in the eventthat NAPFS or NAPL may reasonably request so, provided further that NAPFSand/or NAPL may only make one such request. **

**6.**             COMPENSATION ANDREIMBURSEMENT OF EXPENSES

(a)           Fees and Expenses

GFAP shall:

(i)            reimburse to NAPFS:

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a.             all amounts paid byNAPFS to third parties pursuant to contracts contemplated in section 2 of thisAgreement, in the conduct of Services;

b.             all reasonableamounts paid by NAPFS to NAPFS technical staff for services performed inconducting Services; 

c.             all reasonableoverhead, transportation and accounting costs incurred by NAPFS in connectionwith the APP Project; 

d.             all amounts paid byNAPFS to the Managing Director of GFAP; and

(**“Expenses”**)

(ii)           pay to NAPL a fee (the **“Overhead Fee”**) equal to 5% of all Earn-inExpenditures,  to cover overhead incurredby NAPL in providing oversight, and technical (mining, metallurgical andenvironmental) and administrative support in connection with the Services.  

(b)           Payments

Services for (a)(i) shall be billed as performed on a monthlybasis.  NAPFS will issue an invoice toGFAP within ten (10) Business Days of the end of the month in which theServices are provided.  Payment of theinvoice shall be due within twenty (20) Business Days of the issuance of theinvoice.  The monthly invoice willinclude any Expenses incurred in the month. The Overhead Fee shall be billed quarterly, payable within twenty (20)Business Days of the end of the quarter in which the overhead expenditure wasincurred and for which an Advance was made by NAPL pursuant to Article 7.2.3 ofthe Acquisition Agreement.

Each invoice will include reasonable documentation or informationsupporting the amounts billed to GFAP.

All payments will be made to NAPL or NAPFS, as appropriate, by wiretransfer, electronic funds transfer or such other reasonable method as payeemay direct in writing from time to time.

**7.**             TERMINATION

(a)           This Service Agreementwill automatically terminate immediately: 

(i)            if the Shareholders’Agreement is entered into; or 

(ii)           theAcquisition Agreement is terminated.  

(b)           NAPL and NAPFS mayterminate this Services Agreement:

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(i)            immediately if GFAPcommences a voluntary case or an involuntary case is commenced under anyapplicable bankruptcy, insolvency or similar law now or hereafter in effect; areceiver, liquidator, assignee, custodian, trustee, sequestrator or similarofficial for a substantial part of GFAP’s assets is appointed and suchappointment is neither made ineffective nor discharged within forty (40)Business Days after the making thereof, or such appointment is consented to,requested by, or acquiesced to by GFAP, GFAP makes a general assignment for thebenefit of creditors; or takes corporate or other action in furtherance of anyof the foregoing; or

(ii)           immediately if GFAPloses title to substantially the whole of the APP Project other than throughaction or inaction by NAPL or NAPFS which constitutes negligence or wilfulmisconduct or breach of any of its obligations under this Agreement; 

(iii)          immediately if GFAPfails to pay an invoice when due and does not remedy the failure within twenty(20) Business Days after written notice from NAPL or NAPFS of such default isgiven and GFAP has failed to pay the invoice;

(c)           GFAP may terminate thisServices Agreement:

(i)            immediately if eitherNAPL or NAPFS fails to perform a material obligation imposed upon it under thisServices Agreement and such failure continues for a period of twenty (20) BusinessDays after written notice from GFAP demanding performance and NAPL or NAPFS, asthe case may be, has failed to perform for reasons not permitted in section 5;

(ii)           immediatelyif either NAPL or NAPFS commences a voluntary case or an involuntary case iscommenced under any applicable bankruptcy, insolvency or similar law now orhereafter in effect; a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official for a substantial part of NAPL’s or NAPFS’sassets, as the case may be, is appointed and such appointment is neither madeineffective nor discharged within forty (40) Business Days after the makingthereof, or such appointment is consented to, requested by, or acquiesced to byNAPL or NAPFS, as the case may be; NAPL or NAPFS makes a general assignment forthe benefit of creditors; or takes corporate or other action in furtherance ofany of the foregoing;

(iii)          immediately if entry ismade against NAPL or NAPFS of a judgment, decree or order for relief materiallyadversely affecting its ability to provide Services hereunder; 

(d)           Following thetermination of this Services Agreement, the parties hereto shall have nofurther obligations hereunder, except:

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(i)            for the payment ofamounts accrued and remaining unpaid on the effective date of the termination;

(ii)           obligationsof the parties under subsections 8(a), 8(b), 9(a), 9(d), 9(k)) each of whichprovisions shall survive the termination of this Services Agreement; and

to enforce the rights and obligations of the partieshereto which arise (i) before termination hereof or (ii) pursuant to subsection7(d)(ii).

Immediately upon the termination of this Services Agreement NAPL andNAPFS will turn over to GFAP all property, assets, books or records relating tothe Services and the APP Project then held by it, including all data inelectronic format.

**8.**             INDEMNIFICATION

(a)           NAPL and NAPFS agree toindemnify and hold harmless GFAP and its respective officers, directors,employees, agents and attorneys (each an “GFAP Indemnified Party”) from andagainst any Claims of any kind which may be imposed upon, incurred by, orasserted by third parties against such GFAP Indemnified Party relating to orarising out of the negligence, willful misconduct or breach by NAPL or NAPFS ofany of its obligations under this Services Agreement; provided that where NAPLor NAPFS engages the services of a third party subcontractor, any claim underthis indemnity arising out of the actions of such third party subcontractor,shall be subject to a maximum amount equal to the value of any insurance, thatin terms of prevailing North America industry practice, ought to have beenprocured by such third party subcontractor. 

In no event shall NAPL and NAPFS be liable for any consequential(including loss of profits), special, indirect, incidental or punitive damagesresulting from its acts or omissions in performing its duties and obligationshereunder. 

(b)           GFAP hereby agrees toindemnify and hold harmless NAPL and NAPFS, and each of their respectiveofficers, directors, employees, agents and attorneys (each an **“NAP Indemnified Party”**) from and against any Claims of anykind which may be imposed upon, incurred by, or asserted by third partiesagainst such NAP Indemnified Party relating to or arising out of thenegligence, wilful misconduct or breach by GFAP of any of its obligations underthis Services Agreement.  

In no event shall GFAP be liable for any consequential (including lossof profits), special, indirect, incidental or punitive damages resulting fromits acts or omissions in performing its duties and obligations hereunder. 

(c)           In connection with theforegoing indemnities, the parties hereto agree that neither of them shallenter into any settlement of any Claims for which it is indemnified, whether infull or in part, by the other party hereto, in an amount in excess ofUS$25,000, without the prior written consent of the other party. Each of GFAP, 

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NAPL and NAPFS furtheragrees that promptly after receipt by it of notice of any Claims, it shall, ifa claim for indemnification in respect thereof is to be made against the otherparty hereto, notify such other party of the same in writing; provided that thefailure to provide such notification shall not relieve such other party fromany liability it may have under this section 8.

**9.**             MISCELLANEOUS

(a)           Confidentiality

In performing the Services, each of NAPL and NAPFS may have access toand receive information with respect to matters relating to APP Project,including without limitation, accounting, financial, economic, technical, andengineering, data and drill results (**“Confidential Information”**).While this Services Agreement remains in effect and for 2 years following itstermination, each of NAPL and NAPFS shall, and shall cause each of itsemployees, officers, directors, agents, contractors and representatives to,safeguard and strictly treat as confidential this Services Agreement and allConfidential Information, except that each of NAPL and NAPFS shall have theright to use Confidential Information only for the lawful performance of NAPL’sand NAPFS’s obligations hereunder, subject to this Services Agreement. Each ofNAPL and NAPFS may release Confidential Information as may be required by judicial,administrative or governmental proceeding pursuant to a valid subpoena or otherapplicable order, by Applicable Laws or by the applicable rules of a stockexchange, provided that each ofNAPL and NAPFS shall immediately upon receipt provide written notice to GFAP ofany action requiring disclosure of Confidential Information. ConfidentialInformation which is released to the public domain other than through breach ofthis agreement by NAPL or NAPFS, its employees, agents or subcontractors willcease to be Confidential Information for the purposes of this Services Agreement.

(b)           Standard of Care

Each of NAPL and NAPFS shall discharge its duties hereunder in a good,workmanlike and efficient manner, in accordance with applicable North Americanmining and industry standards and practices, and in accordance with allApplicable Laws and with the terms and provisions of any and all leases,licenses, permits, contracts and other agreements pertaining to the APPProject. Neither NAPL nor NAPFS shall be in default of any of its dutieshereunder if its inability or failure to perform results from the failure ofGFAP to perform acts or to contribute amounts required of it by this ServicesAgreement.

(c)           Competing Businesses

Nothing in this Services Agreement shall prevent either NAPL or NAPFS atany time and without notice to or agreement of GFAP from entering or continuingany 

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business outside of the APP Property and the Area of Interest, asdefined in the Acquisition Agreement, whether or not competitive with GFAP.

(d)           Dispute Resolution

The parties hereto shall use reasonable, good faith efforts to resolveany differences, disputes, or claims arising out of or relating to thisServices Agreement in an amicable manner. Any controversy or claim arising outof or relating to this Services Agreement, or the breach hereof, that cannot beamicably resolved by NAPL, NAPFS and GFAP shall be settled by bindingarbitration in accordance with the Rules of Arbitration of the InternationalChamber of Commerce (the “**Rules of Arbitration**”).  In connection with any such arbitration, NAPLand NAPFS will appoint one arbitrator and GFAP will appoint one arbitrator andsuch arbitrators will agree on and appoint a third arbitrator.  The arbitration will be conducted in theEnglish language, and the arbitration will take place in London, England.  Any award made pursuant to this section willbe final and binding on both parties hereto and may be enforced in any court ofcompetent jurisdiction.  Any reportprepared by any arbitration panel constituted hereunder will be delivered toeach of the parties hereto.  Costs of thearbitration will be borne by the parties in accordance with the Rules ofArbitration.

(e)           Notices

All notices, payments, and other required or permitted communications (**“Notices”**) to either party hereto shall be in writing andshall be addressed respectively as follows:
| If to:                                       |
|----------------------------------------------|
|                                         |
| North American  Palladium Arctic Services Oy |
| c/o Gold Fields  Arctic Platinum Oy          |
| Ahjotie, 96320  Rovaniemi                    |
|                                         |
| Attention:                                   | Managing Director |
|                                         |   |
| Facsimile:                                   | +358 207 511 201 |
|                                         |
| and                                          |
|                                         |
| North American  Palladium Ltd.               |
| Suite 2116, 130  Adelaide Street West        |
| Toronto, Ontario  M5H 3P5                    |
| Attention:                                   | President |
| Telephone:                                   | (416) 360-2656 |
| Facsimile:                                   | (416) 360-7709 |

 

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| If to:                          |
|---------------------------------|
|                            |
| Gold Fields  Arctic Platinum Oy |
| Ahjotie, 96320  Rovaniemi       |
|                            |
| Attention:                      | Managing Director |
|                            |
| Facsimile:                      | +358 207 511 201 |
|                            |
| with a copy to:                 |
| Gold Fields  Limited            |
| 24 St Andrews  Road             |
| Parktown, 2193                  |
| Postnet Suite  252              |
| Private Bag  X30500             |
| Houghton, 2041                  |
|                            |
| Attention:                      | Mari Heydenrych |
|                            | Legal  Administrator |
| Facsimile:                      | +27 11 484 0627 |

 

All notices shall be given (i) by personal delivery, including bycourier, to NAPL, NAPFS or GFAP, or (ii) by electronic communication capable ofproducing a printed transmission, with receipt confirmed by telephone. AllNotices shall be effective and shall be deemed given on the date of receipt atthe principal address if received during normal business hours, and, if notreceived during normal business hours, on the next business day followingreceipt, or if by electronic communication, on the date of such communication.Any Party may change its address by Notice to the other Party.

(f)            Counterparts

This Services Agreement may be executed in any number of counterparts,and it shall not be necessary that the signatures of both parties hereto becontained on any counterpart. Each counterpart shall be deemed an original, butall counterparts together shall constitute one and the same instrument.

(g)           Headings

The headings herein are for convenience only, do not constitute a partof this Services Agreement, and shall not be deemed to limit or affect any ofthe provisions hereof.

(h)           Assignment

Neither party may assign this Services Agreement or any of its rights orobligations hereunder without the prior written consent of the other party,such 

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consent not to unreasonably withheld, and any purported assignments inviolation thereof shall be null and void and shall have no effect.

(i)            Severability

If any one or more of the provisions of this Services Agreement for anyreason are held to be illegal or invalid, then such illegality or invaliditywill not affect any other provision hereof, and this Services Agreement will beconstrued and enforced as if such illegal or invalid provision or provisionshad never been contained herein; provided, however, (i) if the deletion of suchillegal or invalid provision creates a material economic hardship on a partyhereto, or (ii) if the remaining provisions of this Services Agreement are soessentially and inseparably connected with, and so dependent upon, the voidprovision that it cannot be presumed that the parties hereto would have agreedto the valid provisions without the void provision, or (iii) unless the validprovisions, standing alone, are incomplete and are incapable of being executedin accordance with the intent of the parties hereto, then either party heretomay elect to terminate this Services Agreement within twenty (20) Business Daysof such provision being held to be illegal or invalid.

(j)            Successors andAssigns

This Services Agreement shall inure to the benefit of, and be bindingupon, the parties hereto and their respective successors and permitted assigns.

(k)           Governing Law, Forum

This Services Agreement shall be governed by and interpreted inaccordance with the laws of the Finland without regard for any conflict of lawsor choice of law principles that would permit or require the application of thelaws of any other jurisdiction. The provisions of this Section 9(k) shallsurvive termination of this Services Agreement.

(l)            Waiver

The failure of any party hereto to insist on the strict performance ofany provision of this Services Agreement or to exercise any right, power orremedy upon a breach hereof shall not constitute a waiver of any provision ofthis Services Agreement or limit such party’s right thereafter to enforce anyprovision or exercise any right.

(m)          Amendment

No amendment, modification waiver or other change of this ServicesAgreement shall be valid unless made in writing and duly executed by theparties hereto, except that a waiver may be executed only by the party to bebound thereby.

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(n)           Currency

All amounts to be paid hereunder or pursuant hereto shall be paid in thelegal and lawful currency of Canada, the United States or the European Union,as requested by NAPL or NAPFS in its invoice.

(o)           Liens andEncumbrances

Each of NAPL and NAPFS hereby expressly agrees and acknowledges that itshall not be entitled to a lien or encumbrance of any kind over any property orassets of GFAP to secure payment of any amount due it pursuant hereto. To theextent, if any, applicable law grants either NAPL or NAPFS any such lien orencumbrance or has such an effect, each of NAPL and NAPFS hereby waives anddisclaims its rights and remedies under such law.

(p)           Relationship of theParties, No Implied Authority

This Services Agreement does not create any agency (except to the extentexpressly set forth herein), partnership, joint venture arrangement orrelationship, employee/employer relationship or master/servant relationship ofany kind between the parties hereto. Each of NAPL and NAPFS shall be solelyresponsible for its acts, conducts and expenses and the acts, conduct andexpenses of its agents, employees, representatives, officers and directors.Likewise, GFAP shall be solely responsible for its acts, conduct and expensesand the acts, conduct and expenses of its agents, employees, representatives,officers and directors.

The authority and powers of NAPL and NAPFS are specifically limited by thisServices Agreement, and NAPL and NAPFS has no authority or power except asexpressly set forth in this Services Agreement.

(q)           Entire Agreement

This Services Agreement contains the entire understanding of NAPL, NAPFSand GFAP and supersedes all prior agreements and understandings between themrelating to the subject matter hereof; however, any capitalized terms notdefined herein shall have the meaning ascribed thereto in the AcquisitionAgreement.

**INWITNESS WHEREOF**, the parties hereto have executed thisServices Agreement as of March     , 2006.
| Executed on behalf of Gold Fields Arctic  Services   Oy by its authorized signatory |
|-------------------------------------------------------------------------------------|
|                                                                                |
|                                                                                |   |
| authorized signatory                                                                |

 

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| Executed on behalf of North American Palladium  Ltd. by its authorized signatory |
|----------------------------------------------------------------------------------|
|                                                                             |
|                                                                             |   |
| authorized signatory                                                             |

 

 
| Executed on behalf of North American Palladium  Arctic Services Oy by its authorized signatory |
|------------------------------------------------------------------------------------------------|
|                                                                                           |
|                                                                                           |   |
| authorized signatory                                                                           |

 

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