(U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A. Name of issuer or person filing ("Filer"):
NORTH AMERICAN PALLADIUM LTD.
B. (1) This is (check one):
[X] an original filing for the Filer.
[ ] an amended filing for the Filer.
(2) Check the following box if you are filing the Form F-X in paper in
accordance with Regulation S-T Rule 101(b)(9): [ ]
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: NORTH AMERICAN PALLADIUM LTD.
Form type: REGISTRATION STATEMENT ON FORM F-10
File Number (if known): 333-134764
Filed by: NORTH AMERICAN PALLADIUM LTD.
Date Filed: JUNE 6, 2006
(if filed concurrently,
so indicate)
D. The Filer is incorporated or organized under the laws of:
CANADA
and has its principal place of business at:
130 ADELAIDE STREET WEST, SUITE 2116
TORONTO, ONTARIO M5H 3P5
(416) 360-7590
E. The Filer designates and appoints CT Corporation System ("Agent") located
at:
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 894-8940
as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in:
(a) Any investigation or administrative proceeding conducted by the
Commission; and
(b) Any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate court in
any place subject to the jurisdiction of any State or of the United States, or
of any of its Territories or possessions or of the District of Columbia, where
the investigation, proceeding or cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form F-10 on the date hereof
or any purchases or sales of any security in connection therewith. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon, such agent for
service of process, and that the service aforesaid shall be taken and held in
all courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. The Filer stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or
the Agent is unwilling or unable to accept service on behalf of the Filer
at any time until six years have elapsed following the effective date of
the latest amendment to such Form F-10. The Filer further undertakes to
advise the Commission promptly of any change to the Agent's name or address
during such period by amendment of this Form, referencing the file number
of the relevant form in conjunction with which the amendment is being
filed.
G. The Filer undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and
to furnish promptly, when requested to do so by the Commission staff,
information relating to the Form F-10, the securities to which the Form
F-10 relates and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Toronto, Ontario, Canada, on June 6, 2006.
By: /s/ Mary Batoff
--------------------------------------
Name: Mary D. Batoff
Title: Vice President, Legal and Secretary
This statement has been signed by the following person in the capacity indicated
on June 6, 2006.
CT CORPORATION SYSTEM
(Agent for Service)
By: /s/ Mark S. Eppley
--------------------------------------
Name: Mark S. Eppley
Title: Assistant Vice-President and
Secretary