North American Palladium Announces Filing of Final Base Shelf Prospectus, Proposed Marketed Offering of Flow-Through Shares and Common Shares and Proposed Amendment to Credit Facility

TORONTO, ONTARIO–(Marketwired – June 19, 2017) –

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

North American Palladium Ltd. (“NAP” or the “Company”) (TSX:PDL)(OTC PINK:PALDF) announced today that it filed a (final) base shelf prospectus (the “Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec) on June 16, 2017.

The Company also announced that it will file today a draft prospectus supplement to the Shelf Prospectus in connection with a proposed marketed offering (the “Proposed Offering”) of approximately $40 million common shares in the capital of the Company (“Common Shares”) and approximately $10 million “flow-through” common shares in the capital of the Company (“Flow-Through Shares”) for aggregate gross proceeds of approximately Cdn$50 million. The Proposed Offering will be conducted by a syndicate of investment dealers co‐led by Scotiabank, BMO Capital Markets and CIBC Capital Markets and including RBC Capital Markets and TD Securities Inc. (collectively, the “Underwriters”). The Common Shares and Flow-Through Shares will be priced in the context of the market.

The Underwriters will have the option to purchase up to an additional 15% of the Common Shares sold under and on the same terms as the Proposed Offering at any time until 30 days following the closing date of the Offering (the “Over‐Allotment Option”). In the event that the maximum offering size is reached and the Over‐Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering would be approximately Cdn$57.5 million.

The Company intends to use the net proceeds of the Proposed Offering for the repayment of a portion of indebtedness owing to Brookfield Capital Partners Ltd. and The Bank of Nova Scotia, exploration, the advancement of open pit pre-stripping and the tailings management facility and for working capital and general corporate purposes.

The Common Shares and Flow-Through Shares would be offered by way of a prospectus supplement to the Shelf Prospectus and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws. The Proposed Offering will be priced in the context of the market with the final terms of the Proposed Offering to be determined at the time of pricing. Closing of the Proposed Offering will be subject to customary closing conditions including, without limitation, receipt of all regulatory and stock exchange approvals.

In addition, the Company has agreed to an amendment of its existing credit facility with The Bank of Nova Scotia to extend the maturity of such facility from December 31, 2017 to June 30, 2018, subject to the completion of definitive documentation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares and Flow-Through Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Common Shares and Flow-Through Shares are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction, except pursuant to an exemption from the registration requirements of that Act and applicable state securities laws.

A copy of the Shelf Prospectus and the draft prospectus supplement to the Shelf Prospectus is available on SEDAR (www.sedar.com) and also may be obtained by contacting the Corporate Secretary of the Company at 1 University Avenue, Suite 402, Toronto, Ontario, Canada, M5J 2P1, telephone (416) 360-7590.

About North American Palladium

NAP is an established precious metals producer that has been operating its Lac des Iles mine (“LDI”) located in Ontario, Canada since 1993. LDI is the world’s only mining company that is a primary producer of palladium, offering investors unique exposure to palladium. The Company’s shares trade on the TSX under the symbol “PDL” and on the OTC Pink under the symbol “PALDF”.

Cautionary Statement on Forward-Looking Information

Certain information contained in this news release constitutes ‘forward-looking statements’ or ‘forward-looking information within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements. The words ‘target’, ‘plan’, ‘should’, ‘could’, ‘estimate’, ‘guidance’, and similar expressions identify forward-looking statements. Forward-looking statements in this news release include, without limitation: statements with respect to the use of the proceeds of the Proposed Offering, the anticipated benefits of the Proposed Offering, the use of proceeds from the Proposed Offering, the ability of the parties to satisfy the conditions of and complete the Proposed Offering, and the amendment of the Company’s existing credit facilities with The Bank of Nova Scotia. 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. For more details on these and other risk factors see the Company’s most recent Management’s Discussion and Analysis report and Annual Information Form on file with Canadian securities regulatory authorities on SEDAR at www.sedar.com under the heading “Risk Factors”.

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 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.

No securities regulatory authority has either approved or disapproved of the contents of this news release.

North American Palladium Ltd.
Investor Relations
416-360-7374
IR@nap.com
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