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Strategies & Market Trends : Ride the Tiger with CD -- Ignore unavailable to you. Want to Upgrade?

To: LoneClone who wrote (232763)	1/13/2014 8:00:00 PM
From: 4C	Read Replies (2) \| Respond to of 312810

North American Palladium Announces Proposed Financing 01/13/2014 \| 04:26pm US/Eastern TORONTO, ONTARIO--(Marketwired - Jan 13, 2014) - All figures are in Canadian dollars except where noted. North American Palladium Ltd. ("NAP" or the "Company") (TSX:PDL)(NYSE MKT:PAL) announced today that it has commenced marketing in connection with a public offering of securities (the "Offering"). The Offering is expected to be conducted in two tranches. The first tranche ("Tranche 1") is anticipated to be $30 million aggregate principal amount of 7.5% convertible unsecured subordinated debentures (the "Tranche 1 Debentures") due the fifth anniversary of the issue date. The second tranche ("Tranche 2") is anticipated to be between $20 million and $45 million aggregate principal amount of securities comprised of (i) 7.5% convertible unsecured subordinated debentures (the "Tranche 2 Debentures", together with the Tranche 1 Debentures, the "Debentures") of the Company due on the fifth anniversary of the issue date and (ii) warrants expiring three years from the date of issue ("Tranche 2 Warrants", together with the Debentures, the "Offered Securities"). The Tranche 2 Warrants will represent the right to purchase an aggregate number of common shares of the Company ("Common Shares") equal to 33% of the number of Common Shares 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. Edgecrest Capital Corporation has been retained as lead placement agent and sole bookrunner for a syndicate to be formed (the "Lead Agent"). The Offering will be conducted in the United States pursuant to the Company's effective shelf registration statement filed with the U.S. Securities and Exchange Commission ("SEC") and in Canada pursuant to its existing final short form base shelf prospectus filed with the securities regulatory authorities in each of the Provinces of Canada. The aggregate amount of Debentures to be issued and the conversion price at which such Debentures will be convertible into Common Shares will be determined prior to the time of filing the final prospectus supplement for each of Tranche 1 and Tranche 2. The Company also announced it has secured a non-binding commitment to purchase $40 million of the Offered Securities ($20 million in respect of each of Tranche 1 and Tranche 2) from Crede CG III, Ltd, a wholly-owned subsidiary of Crede Capital Group, llc, a US-based family office. It is anticipated that Tranche 1 will close on or about January 23, 2014. In the event that the Toronto Stock Exchange or NYSE MKT requires shareholder approval in order to issue the securities in connection with Tranche 2, such approval will be sought at a meeting to be held on or about March 18, 2014 with closing of Tranche 2 anticipated on or about March 27, 2014 subject to the satisfaction of to be agreed upon closing conditions. If shareholder approval is not required Tranche 2 is expected to close concurrently with Tranche 1, or as soon as practicable thereafter. The proceeds from the Offering are expected to be used for general corporate purposes. The Offered Securities will not be listed on either the TSX or NYSE MKT. The Company intends to apply to list on the TSX and NYSE MKT the Common Shares issuable pursuant to the terms of the Offered Securities. The Company has filed a final base shelf prospectus and will file an indicative term sheet with the securities regulatory authorities in each of the provinces of Canada and an indicative term sheet and registration statement (including a base prospectus) with the SEC for the Offering. The Company 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 with the SEC. The offering in Canada will be made only by the base shelf prospectus and the relevant final prospectus supplement. Before you invest, you should read the base shelf prospectus, the registration statement and the final prospectus supplement and other documents the Company has filed with the securities regulatory authorities in Canada and the SEC for more complete information about the Company 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 Company, or the Lead Agent will arrange to send you the offering documents if you so request by calling toll-free 1 (877) 257-7366 at 70 York Street, Suite 1500, Toronto, Ontario M5J 1S9. 4-traders.com