EX-4.8



 Exhibit 4.8 

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 

 January 13, 2014 

 

	Item 3	News Release 

 A news release with respect to the material change referred to in this report was issued
by the Company on January 13, 2014 through the facilities of Marketwired and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the term sheet (the “Term Sheet”) used in
connection with marketing the Offering (as defined below) was also filed on SEDAR on January 13, 2014 and is attached hereto as Schedule “A”. 
  

	Item 4	Summary of Material Change 

 On January 13, 2014, the Company announced that it had commenced
marketing in connection with a public offering of securities of the Company (the “Offering”). As announced, the Offering is expected to be conducted in two tranches. 

 

	Item 5	Full Description of Material Change 

 On January 13, 2014, the Company announced that it had
commenced marketing in connection with the Offering. 
 The first tranche of the Offering (“Tranche 1”) was proposed to be approximately
$30 million aggregate principal amount of 7.5% convertible unsecured subordinated debentures (the “Tranche 1 Debentures”) due on the fifth anniversary of the date of issue. The second tranche of the Offering was proposed to be
comprised of (i) between $20 million and $45 million aggregate principal amount of 7.5% convertible unsecured subordinated debentures (the “Tranche 2 Debentures”, and together with the Tranche 1 Debentures, the
“Debentures”) due on the fifth anniversary of the date of issue, and (ii) warrants expiring three years from the date of issue (the “Tranche 2 Warrants”, together with the Debentures, the “Offered
Securities”). The Tranche 2 Warrants were expected to represent the right to purchase up to 33% of the number of common shares of the Company into which the Debentures are convertible (excluding common shares issuable as interest or as a
make-whole payment) at an exercise price equal to 120% of the conversion price of the Tranche 2 







 
Debentures. Further details regarding the Offered Securities are set out in the Term Sheet attached as Schedule “A” hereto. 

The Offering will be conducted in Canada pursuant to the Company’s existing final short form base shelf prospectus dated February 12, 2013 filed
with the securities regulatory authorities in each of the provinces of Canada and in the United States pursuant to the Company’s effective shelf registration statement filed with the SEC. 

The terms of the Offered Securities and timing of the Offering remain subject to change, and there can be no assurance that the Offering will be completed.

 Forward-Looking Information 
 Certain information
contained in this material change report constitutes ‘forward-looking statements’ within the meaning of the ‘safe harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities
laws. All statements other than statements of historical fact are forward-looking statements. The words ‘will’, ‘expect’, ‘would’, ‘could’, ‘estimate’, ‘propose’ and similar expressions
identify forward-looking statements. Forward-looking statements in this material change report include, without limitation: the anticipated closing of Tranche 1 and Tranche 2 and the ability to obtain the required approvals for the Offering. The
Company cautions the reader that such forward looking statements involve known and unknown risk factors that may cause the actual results to be materially different from those expressed or implied by the forward-looking statements. Such risk factors
include, but are not limited to: the risk that the Company may not be able to obtain sufficient financing to fund current capital needs, the risk that the Company will not be able to meet its financial obligations as they become due, the possibility
that metal prices and foreign exchange rates may fluctuate, inherent risks associated with exploration, mining and processing, the possibility that the LDI mine may not perform as planned and the possibility that the Company may not be able to
obtain the necessary approvals (including shareholder approval). For more details on these and other risk factors see the Company’s most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory
authorities. 
 Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by management,
are inherently subject to significant business, economic and competitive uncertainties and contingencies. The factors and assumptions contained in this material change report, which may prove to be incorrect, include, but are not limited to: that
the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business, that metal prices and exchange rates between the Canadian and United States
dollar will be consistent with the Company’s expectations, that there will be no material delays affecting operations or the timing of ongoing development projects and that the Company will obtain the required approvals to complete the
Offering. The forward-looking statements are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except as
expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements. 

  
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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 & Corporate Secretary 

(416) 360-8782 
  

	Item 9	Date of Report 

 January 23, 2014 

  
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 SCHEDULE “A” 

TERM SHEET 

  
 - 4 - 








 Confidential 

North American Palladium Ltd. 

Proposed Offering – Best Efforts Shelf Offering 

Summary of Proposed Terms 

January 13, 2014 
 The issuer has
filed a final base shelf prospectus with the securities regulatory authorities in each of the Provinces of Canada and a registration statement (including a base shelf prospectus) with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. The issuer will also file a final prospectus supplement containing important information relating to the securities described in this document with the securities regulatory authorities in each
of the Provinces of Canada and the SEC. Before you invest, you should read the base shelf prospectus, the registration statement and the final prospectus supplement and other documents the issuer has filed with the securities regulatory authorities
in Canada and the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting SEDAR at www.sedar.com or EDGAR at www.sec.gov. Alternatively, the issuer, any agent or any dealer participating
in the offering will arrange to send you the offering documents if you so request by calling toll-free 1.877.257.7366. A copy of the final base shelf prospectus, any amendments to the final base shelf prospectus and any applicable shelf prospectus
supplement that has been filed, is required to be delivered with this document to persons in Canada. 
 This document does not provide full
disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, the registration statement, any amendment and any applicable shelf prospectus supplement for disclosure of those facts,
especially risk factors relating to the securities offered, before making an investment decision. 
 This indicative term sheet is non-binding.

  

	 INVESTEE: 
	North American Palladium Ltd. (“NAP” or the “Company”). 

  

	 AMOUNT: 
	A total financing of not less than C$50 million and up to C$75 million, in two tranches of C$30 million and C$20 to C$45 million. Tranche 2 will be subject to shareholder approval if required by the TSX/NYSE MKT. 


 

	 PURPOSE: 
	For general corporate purposes. 

  

	 TRANCHE 1: 
	C$30 million in Series 1 Convertible Debentures. Pricing targeted for January 20, 2014 with closing T+3. 

  

	 TRANCHE 2: 
	C$20 million to C$45 million in Series 2 Convertible Debentures plus, for no additional consideration, warrants representing the right to buy 33% of the number of common shares of the Company (“Common Shares”) that the Series 1 and
Series 2 Convertible Debentures (collectively, the “Debentures”) subscribed for are convertible into (excluding Common Shares issuable as interest or under the make-whole provisions) at an exercise price equal to 120% of the Series 2
conversion price. Pricing is targeted for March 21, 2014 with closing T+6. 

  

	 SHELF SUPPLEMENTS: 
	A shelf supplement will be filed on or about January 20, 2014 for Tranche 1 and another shelf supplement will be filed on or about March 24, 2014 for Tranche 2. Sales of securities will not be confirmed and offers to purchase
securities will not be accepted for Tranche 1 until a prospectus supplement is filed in respect of the applicable Tranche. 

  

	 EXCLUSIVITY: 
	Following the later of the closing date of Tranche 1 and Tranche 2, no further issuances of Common Shares or securities convertible into Common Shares for 90 days, except for issuance pursuant to acquisitions, JVs, outstanding contractual
obligations, license or leasing arrangements, outstanding convertible securities, stock options or other employee or Board compensation. 

  

	 COMMISSION: 
	4% 









					
	 CONVERTIBLE DEBENTURE
 AND WARRANT
TERMS:
	 		 	
		 		 	Both Tranches
		 	 •
	 	Interest at 7.5% per annum, calculated and payable semi-annually. In all cases, NAP will have the ability to pay interest in Common Shares at the then 5-day volume weighted average price of the Common Shares on the TSX (the
“5-day VWAP”).
		 	 •
	 	The principal amount will be convertible at the holder’s option at any time into Common Shares at the 5-day VWAP on the day preceding the filing of the relevant shelf supplement provided that the principal amount will not be
convertible at the holder’s option if and to the extent that the holder and its affiliates would collectively hold more than 9.99% of the then issued and outstanding Common Shares. Accrued and unpaid interest would be paid on
conversion.
		 	 •
	 	Maturity in 5 years from date of issue of each Tranche. Mandatorily convertible at the Issuer’s option into Common Shares at maturity at the 5-day VWAP on the day preceding the filing of the shelf supplement for each
Tranche.
		 	 •
	 	On any conversion, the interest make-whole payment will be due, being the amount of unaccrued and unpaid interest that would have been paid if held to maturity, reduced by 1% for each 1% that the 5-day VWAP at the time of
conversion exceeds the applicable Tranche conversion price (prorated for increments less than 1%, and subject to NAP’s ability to pay in Common Shares at the 5-day VWAP at the time).
		 	 •
	 	Subordinated to all existing bank debt, Brookfield debt and other secured and senior unsecured debt, as amended or replaced from time to time.
		 	 •
	 	The Series 2 Convertible Debentures will be issued with a 3 year warrant allowing the holder to purchase its pro rata share of 33% of the number of Common Shares that the Debentures are convertible into (excluding Common Shares
issuable as interest or under the make-whole provisions) at 120% of the Series 2 Convertible Debenture conversion price. At any time commencing 18 months after their issuance, the warrants may be called on 30 days’ prior notice by NAP if the
daily VWAP exceeds 150% of the warrant exercise price for 10 consecutive trading days. Warrants will not be exercisable if and to the extent that the result would be that the holder and its affiliates would collectively hold more than 9.99% of the
then issued and outstanding Common Shares.
		 	 •
	 	Conversion price and warrant exercise price will be adjusted to reflect any share splits, share consolidations or combinations, special dividends or other distributions, exchanges or changes of shares or other similar
transactions.
		 	 •
	 	Debentures will be redeemable for cash or mandatorily convertible into Common Shares by NAP at its option if the daily VWAP exceeds 150% of the applicable conversion price for 10 consecutive trading days, commencing 18 months
after the date of issuance of the applicable Tranche.
		 	 •
	 	No financial covenants and minimal events of default (insolvency-related or cross-acceleration to bank debt and Brookfield secured debt only).
		 	 •
	 	The Debentures and warrants will not be listed.
		 	 •
	 	100% change of control repurchase offer at 102% of par.
		 	 •
	 	Debentures or warrants may be amended by 2/3 class or series vote with consent of NAP.
		 	 •
	 	Company will indemnify holders for any Canadian withholding taxes on interest payments, conversion of Debentures, the make-whole payment and forced conversion of the
Debentures.









					
		 	Tranche Terms
		 	•	 	Tranche 1: Debenture conversion price would be the 5-day VWAP on the day preceding the filing of the Tranche 1 shelf supplement. No warrants will be issued with the Series 1 Convertible Debentures.
		 	•	 	Tranche 2: Debenture conversion price would be the 5-day VWAP on the day preceding the filing of the Tranche 2 shelf supplement. Warrants will be priced at 120% of that conversion
price.

  

					
	 CONDITIONS

PRECEDENT:
	 		  	The Offering would be expected to be subject to, among others, the following conditions:
		 	 (i)
	  	 TSX and NYSE MKT approval;

		 	 (ii)
	  	 NAPBoard approval;

		 	 (iii)
	  	Bank and Brookfield approval (if required), and entry into mutually satisfactory subordination agreements. No event of default that is continuing under either the Bank or Brookfield credit agreements;
		 	 (iv)
	  	No material adverse change prior to either closing. In the case of Tranche 2, any TSX/NYSE MKT required NAP shareholder approvals (to be sought by mailing a circular within 30 days of Tranche 1 closing). Such approvals will
include shareholders approving the Company’s ability to satisfy the make-whole payment referred to above in Common Shares in the event that TSX/NYSE MKT approval is required therefor; and
		 	 (v)
	  	Standard termination clauses including an overall market out and disaster out clause.

  

					
	 SYNDICATION:
	 		  	Edgecrest Capital Corporation, as lead agent and sole bookrunner for a syndicate to be formed.

  

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