North American Palladium Ltd. and Brookfield Business Partners LP Announce Secondary Bought Deal Equity Offering

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TORONTO, April 04, 2019 - North American Palladium Ltd. (“NAP” or the “Company”), (TSX: PDL) (OTC PINK: PALDF) and the majority shareholder of the Company, an affiliate of Brookfield Business Partners LP, a publicly listed business services and industrials company of Brookfield Asset Management Inc. (“Brookfield” or the “Selling Shareholder”) have announced today that a syndicate of underwriters (the “Underwriters”), led by BMO Capital Markets and RBC Capital Markets have agreed to buy from the Selling Shareholder on a bought deal basis 5,770,000 common shares of the Company (the “Common Shares”), at a price of C$13.00 per Common Share less the underwriting commission for aggregate proceeds of C$75 million to the Selling Shareholder (the “Offering”). The Selling Shareholder has granted the Underwriters an option, exercisable at the same price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any and for consequent market stabilization purposes. The offering is expected to close on or about April 15, 2019 and is subject to certain conditions, including all necessary regulatory approvals.

Brookfield currently holds 53,459,128 common shares of the Company, representing approximately 90.85% interest in the Company. Following the closing of the offering, but before giving effect to the Over-Allotment Option, Brookfield will hold 47,689,128 common shares of the Company, representing approximately 81.05% interest in the Company.

The net proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering.

The Common Shares will be offered in each of the provinces and territories of Canada, pursuant to the Company’s base shelf prospectus dated April 1, 2019 and may also be offered by way of private placement in the United States to “qualified institutional buyers”. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators on April 8, 2019.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About North American Palladium Ltd.
North American Palladium (TSX: PDL) (OTC PINK: PALDF) is a Canadian company with more than 25 years of production at the Lac des Iles Mine in a low-risk jurisdiction northwest of Thunder Bay, Ontario. North American Palladium is the world’s only pure play palladium producer. With over 700 employees, the Lac des Iles Mine features a unique, world-class ore body and modern infrastructure, including both an underground mine and surface operations.

Cautionary Statement on Forward-Looking Information
Certain information contained in this news release constitutes 'forward-looking statements' and ‘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 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 and the Company’s 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.

For Further Information

Please contact: North American Palladium Investor Relations at 416-360-7374 or ir@nap.com