6-K

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of February, 2015 Commission File Number: 1-15142

NORTH AMERICAN PALLADIUM LTD.

(Name of Registrant)

200 Bay Street

Royal Bank Plaza, South Tower

Suite 2350

Toronto, Ontario

Canada M5J 2J2

(Address of Principal Executive Offices)

Indicate by checkmark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ¨            Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by checkmark whether the registrant, by furnishing the information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ¨ Assigned File No.                      No  x

If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NORTH AMERICAN PALLADIUM LTD.
Date:	February 19, 2015	By:	/s/ Tess Lofsky
			Tess Lofsky Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	News Release – “North American Palladium Announces Year End 2014 Results”
2	News Release – “North American Palladium Provides 2015 Guidance”

EX-1

Exhibit 1

NEWS RELEASE

North American Palladium Announces Year End 2014 Results

All figures are in Canadian dollars except where noted.

Toronto, Ontario, February 19, 2015 – North American Palladium Ltd. (“NAP” or the “Company”) (TSX: PDL) (NYSE MKT: PAL) today announced financial and operational results for the year ended December 31, 2014 from its Lac des Iles palladium mine (“LDI”) in northern Ontario.

2014 Results Summary

• Produced 174,194 ounces of payable palladium, a 29% increase compared to 2013, at a cash cost per ounce⁽¹⁾ of US$513;

• Realized palladium selling price of US$802 per ounce, giving a palladium operating margin of US$289 per ounce, or US$50.3 million;

• Revenue of $220.1 million, an increase of $66.9 million or 44% compared to 2013;

• Adjusted EBITDA⁽¹⁾ of $50.0 million, an increase of $34.7 million or 227% compared to 2013;

• Invested $23.8 million in capital expenditures, compared to $109.5 million in 2013; Successfully completed the transition to underground mining utilizing the new shaft and related ore handling infrastructure;

• Invested $8.3 million in exploration;

• Gradual production ramp up was successful, with numerous days in the fourth quarter reaching and surpassing target of 5,000 tonnes per day from underground.

“During 2014, a number of milestones were achieved that marked the end of the ramp up and transition period. The focus for 2015 is reliability and efficiency improvements,” said Phil du Toit, President and Chief Executive Officer. “Our exploration results for 2014 also showed promising mineralization areas that put us in a good position to study future extension to the mine life.”

“The hard work and dedication of all of our employees, particularly those on site at LDI, has to be acknowledged,” added Mr. du Toit. “Through perseverance and commitment they have endured challenging times and have helped put the Company back in a position to pursue growth.”

Financial Update⁽²⁾

2014 Year-End Results

Revenue for the year ended December 31, 2014 was $220.1 million compared to $153.2 million in the prior year. The 44% year-over-year increase in revenue was primarily due to increased palladium production and sales ($29.1 million), higher palladium prices ($12.9 million) and more favorable exchange rates ($13.1 million).

www.nap.com

Income from mining operations was $21.9 million, compared to a loss from mining operations of $0.8 million in the prior year. During the year, the Company realized an average palladium selling price of US$802 per ounce, compared to US$724 per ounce realized in 2013.

Net loss for the year was $66.7 million or $0.20 per share compared to a net loss of $46.2 million or $0.25 per share in the prior year. Included in the 2014 net loss was $60.9 million of non-cash expenses consisting of $37.7 million of depreciation and amortization, $15.7 million on unrealized foreign exchange losses and $7.5 million of financing costs.

EBITDA⁽¹⁾ was $23.4 million for the year, compared to negative $3.8 million in 2013. Adjusted EBITDA⁽¹⁾ (which excludes interest expenses and other costs, financing costs, interest and other income, loss on extinguishment of debt, foreign exchange loss, depreciation and amortization, exploration, mine restoration costs net of insurance recoveries, inventory price adjustment and income and mining tax recovery) was $50.0 million in 2014, compared to $15.3 million in 2013.

Financial Liquidity

As at December 31, 2014, the Company had cash and cash equivalents of $4.1 million and availability under the credit facility of US$7.1 million.

Lac des Iles Operations

2014 Production

In 2014, operations were focused on the transition and ramp up of underground mining utilizing the new shaft and updated ore handling system to access new and deeper mining areas in the Offset Zone. Production was predominately sourced from the Offset Zone and a lower grade surface stockpile. The successful ramp up led to an increase in underground mining volumes, higher tonnes processed in the mill and a significant increase in payable palladium production.

In 2014, the Company’s LDI mine produced 174,194 ounces of payable palladium at a total cash cost⁽¹⁾ of US$513 per ounce. Total payable palladium production was at the higher end of Company guidance for 2014. The cash cost per ounce of palladium sold decreased to US$513⁽¹⁾ in 2014 compared to US$560⁽¹⁾ in 2013, mainly due to more payable palladium ounces sold, favourable movements of the Canadian dollar and higher by-product revenues that were offset by increased production, smelting, refining, freight and royalty costs.

During 2014, 2,637,023 tonnes of ore was mined with 1,411,476 tonnes coming from surface (at an average grade of 1.1 g/t) and 1,225,547 tonnes mined from underground (at an average grade of 4.4 g/t).

During 2014, the mill processed 2,684,782 tonnes of ore at an average palladium head grade of 2.7 grams per tonne palladium, a recovery of 82.4%, and a total cost of $49 per tonne milled.

www.nap.com

2

The following table includes quarterly results for 2014 and full year results to help demonstrate some of the key trends in the business:

	March 31 2014		June 30 2014		September 30 2014		December 31 2014		2014 Full Year
Revenue ($millions)	$	48.7	$	50.5	$	46.4	$	74.5	$	220.1
Palladium production – payable oz		42,641		39,223		32,560		59,770		174,194
US$ cash cost per palladium oz sold	US$	492	US$	510	US$	589	US$	473	US$	513
Surface mining – tonnes		254,294		243,041		270,860		643,281		1,411,476
Underground mining – tonnes		275,845		263,904		304,804		380,994		1,225,547
Underground mining –tonnes per day		3,065		2,900		3,313		4,141		3,358
Milling –palladium head grade (g/t)		3.3		3.1		2.4		2.3		2.7
Milling – palladium recovery		84.5%		83.6%		80.7%		81.0%		82.4%
Adjusted EBITDA ($millions)	$	9.7	$	10.4	$	8.3	$	21.6	$	50.0

Throughout the fourth quarter of 2014, the Company performed a trial full time mill run that fully utilized the mill compared to the batch basis of operations in 2013 and the first nine months of 2014. Improvements in the rate of underground mining, combined with available surface low grade ore stockpiles and a buildup of inventory of underground ore on surface at September 30, 2014, allowed the higher mill production. The increased mill tonnage favorably impacted revenue and unit operating costs in the fourth quarter of 2014.

Exploration

In 2014, NAP invested $8.3 million in exploration and infill drilling, exclusive of $1.1 million that was capitalized in connection with the LDI mine expansion.

Sixty-six holes were drilled at LDI totaling 36,309 metres including 33,415 metres on the Offset Zone and the remaining 2,894 metres on surface targets, the majority of which were directed to the Powerline Zone. The Company plans to release its updated mineral reserve and resource estimate in the first quarter of 2015.

Year End 2014 Conference Call & Webcast Details
Date:	Thursday, February 19, 2015
Time:	8:30 a.m. ET
Webcast:	www.nap.com
Live Call:	1-866-229-4144 or 1-416-216-4169 (PIN: 8347411, followed by # sign)
Replay:	1-888-843-7419 or 1-630-652-3042 (PIN: 8347411, followed by # sign)
The conference call replay will be available for 90 days after the live event. An archived audio webcast of the call will also be posted to NAP’s website.

www.nap.com

3

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 one of only two primary producers of palladium in the world, offering investors exposure to palladium. The Company’s shares trade on the NYSE MKT under the symbol PAL and on the TSX under the symbol PDL.

For further information, please contact:

John Vincic

Telephone: 416-360-7374

Email: IR@nap.com

Notes:

(1) Non-IFRS measure. Please refer to Non-IFRS Measures in the MD&A.

(2) NAP’s consolidated financial statements for the year ended December 31, 2014 are available in the Appendix of this news release. These financial statements should be read in conjunction with the notes and management’s discussion and analysis available at www.nap.com, www.sedar.com, and www.sec.gov.

Cautionary Statement on Forward-Looking Information

Certain information contained in this news release 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 ‘target’, ‘plan’, ‘should’, ‘could’, ‘estimate’ and similar expressions identify forward-looking statements. Forward-looking statements in this news release include, without limitation: information pertaining to the Company’s strategy, plans or future financial or operating performance, such as future growth and extension to mine life, timelines, production forecasts, expected mining rates, and other statements that express management’s expectations or estimates of future performance. 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 possibility that metal prices and foreign exchange rates may fluctuate, the risk that the LDI mine may not perform as planned, that the Company may not be able to meet production forecasts, that the Company may not be able to obtain sufficient financing to fund capital expenditures or to meet its financial obligations as they become due, inherent risks associated with development, exploration, mining and processing including risks to tailings capacity, employment disruptions, including in connection with collective agreements between the Company an unions, and the risks associated with obtaining necessary licenses and permits. 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 news release, 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 price 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 prices for key mining and construction supplies, including labour costs, will remain consistent with the Company’s expectations. 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.

www.nap.com

4

Consolidated Balance Sheets

(expressed in millions of Canadian dollars)

(unaudited)

	December 31 2014			December 31 2013
ASSETS
Current Assets
Cash and cash equivalents	$	4.1		$	9.8
Accounts receivable		75.4			38.6
Inventories		14.9			14.2
Other assets		3.6			7.0
Total Current Assets		98.0			69.6
Non-current Assets
Mining interests		452.8			456.2
Total Non-current Assets		452.8			456.2
Total Assets	$	550.8		$	525.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	28.8		$	48.8
Credit facility		36.8			17.8
Current portion of obligations under finance leases		4.6			3.0
Current portion of long-term debt		7.3			173.7
Current derivative liability		—			0.5
Total Current Liabilities		77.5			243.8
Non-current Liabilities
Income taxes payable		0.1			1.3
Asset retirement obligations		15.8			13.6
Obligations under finance leases		14.2			8.7
Long-term debt		218.8			35.9
Total Non-current Liabilities		248.9			59.5
Shareholders’ Equity
Common share capital and purchase warrants		866.4			798.4
Stock options and related surplus		9.7			9.1
Equity component of convertible debentures, net of issue costs		6.9			6.9
Contributed surplus		8.9			8.9
Deficit		(667.5	)		(600.8	)
Total Shareholders’ Equity		224.4			222.5
Total Liabilities and Shareholders’ Equity	$	550.8		$	525.8

www.nap.com

5

Consolidated Statements of Operations and

Comprehensive Loss

(expressed in millions of Canadian dollars, except share and per share amounts)

(unaudited)

	2014			2013
Revenue	$	220.1		$	153.2
Mining operating expenses
Production costs		130.7			107.5
Smelting, refining and freight costs		19.0			14.0
Royalty expense		9.1			6.5
Depreciation and amortization		37.7			25.5
Inventory pricing adjustment		—			0.7
Loss on disposal of equipment		1.7			1.1
Other		—			(1.3	)
Total mining operating expenses		198.2			154.0
Income (loss) from mining operations		21.9			(0.8	)
Other expenses
Exploration		8.3			12.3
General and administration		9.6			10.8
Interest and other income		(4.7	)		(2.0	)
Interest expense and other costs		49.6			6.9
Financing costs		7.5			3.7
Loss on extinguishment of long-term debt		—			11.0
Foreign exchange loss		18.3			7.4
Total other expenses		88.6			50.1
Loss from continuing operations before taxes		(66.7	)		(50.9	)
Income tax recovery		—			2.2
Loss and comprehensive loss from continuing operations for the year	$	(66.7	)	$	(48.7	)
Income and comprehensive income from discontinued operations for the year		—			2.5
Loss and comprehensive loss for the year	$	(66.7	)	$	(46.2	)
Loss per share
Basic and Diluted	$	(0.20	)	$	(0.25	)
Loss from continuing operations per share
Basic and Diluted	$	(0.20	)	$	(0.26	)
Income from discontinued operations per share
Basic and Diluted		—		$	0.01
Weighted average number of shares outstanding
Basic		338,818,180			187,150,369
Diluted		339,344,513			187,176,329

www.nap.com

6

Consolidated Statements of Cash Flows

(expressed in millions of Canadian dollars)

(unaudited)

	2014			2013
Cash provided by (used in)
Operations
Loss from continuing operations for the year	$	(66.7	)	$	(48.7	)
Operating items not involving cash
Depreciation and amortization		37.7			25.5
Inventory pricing adjustment		—			0.7
Accretion expense		3.2			3.6
Loss on extinguishment of long-term debt		—			11.0
Share-based compensation and employee benefits		2.0			1.4
Unrealized foreign exchange loss		15.7			7.0
Loss on disposal of equipment		1.7			1.1
Interest expense and other		40.6			1.4
Financing costs		7.5			3.7
		41.7			6.7
Changes in non-cash working capital		(53.2	)		(0.2	)
		(11.5	)		6.5
Financing Activities
Issuance of common shares and warrants, net of issue costs		—			18.9
Issuance of convertible debentures, net of issue costs		61.2			—
Credit facility		15.9			0.2
Repayment of senior secured notes		—			(79.2	)
Settlement of palladium warrants		(1.1	)		(1.7	)
Net proceeds of senior secured term loan		—			147.8
Repayment of obligations under finance leases		(3.4	)		(2.9	)
Interest paid		(41.4	)		(8.4	)
Other		(1.8	)		(3.4	)
		29.4			71.3
Investing Activities
Additions to mining interests, net		(23.8	)		(109.5	)
Proceeds on disposal of mining interests, net		0.2			1.2
		(23.6	)		(108.3	)
Decrease in cash from continuing operations		(5.7	)		(30.5	)
Net cash provided by discontinued operations		—			20.1
Decrease in cash		(5.7	)		(10.4	)
Cash and cash equivalents, beginning of year		9.8			20.2
Cash and cash equivalents, end of year	$	4.1		$	9.8
Cash and cash equivalents consisting of:
Cash	$	4.1		$	9.8
Foreign exchange included in cash balance	$	0.3		$	0.3

www.nap.com

7

EX-2

Exhibit 2

NEWS RELEASE

North American Palladium Provides 2015 Guidance

Toronto, Ontario, February 19, 2015 – North American Palladium Ltd. (“NAP” or the “Company”) (TSX: PDL) (NYSE MKT: PAL) today announced operating and financial guidance for 2015 for its Lac des Iles (“LDI”) mine located in northwestern Ontario. In this news release, grams per tonne; tonnes; tonnes per day; ounces; and palladium are represented by “g/t”; “t”; “tpd”; “oz”; and, “Pd” respectively. All palladium ounces refer to payable palladium.

Payable palladium production for 2015 is expected to increase by approximately 12% to between 185,000 and 205,000 ounces, from 174,194 in 2014.

2015 Guidance

	2015 Guidance	2014 Actuals
Total payable palladium production (oz)	185,000 to 205,000	174,194
US$ cash cost per Pd oz sold	US$ $440 to $466	US$ 513
Production cost (per t milled)	$49 to $53	$49
Underground mining	Approximately 1.6 million tonnes Approximate Pd grade of 4 g/t	1.225 million tonnes Pd grade 4.4 g/t
Surface materials processing	Approximately 1 million tonnes Approximate Pd grade 1 g/t	1.411 million tonnes Pd grade 1.1 g/t
Milling	Average Pd head grade 3 g/t Pd recovery rates 83 – 85%	Pd head grade 2.7 g/t Pd recovery rates 82.4%
Capital expenditures	Under $37 million	$23.8 million
Exploration expense	Under $9 million	$8.3 million

“With the successful ramp up of operations in 2014 complete, we are now well positioned to consider optimization and life of mine expansion opportunities at LDI in 2015,” said Phil du Toit, President and Chief Executive Officer. “Key priorities for 2015 will be on further improving the reliability and consistency of production, cost performance and evaluating the potential of the large mineral resource at LDI to support an extended mine life.”

For 2015, the mill will be run on a full time basis at roughly 60% of capacity to allow time to implement a long-term tailings management solution. The Company is in the process of finalizing a design that addresses tailings requirements for the foreseeable future at a relatively low capital cost. The Company expects to begin implementation of the solution in the first half of 2015.

Capital expenditures in 2015 are expected to be less than $37 million and will include approximately:

• $11 million for underground development;

• $13 million on the tailings management facility;

• $5 million on mobile and production equipment; and

• $8 million for all other expenditures.

www.nap.com

Assuming the current metal prices prevail and production metrics and costs are met, the 2015 capital expenditures and exploration programs are expected to be self-funded by cash flow from LDI operations.

Exploration Expenses

Exclusive of the exploration drift noted above, exploration expenditures in 2015 are expected to be less than $9 million. For 2015, exploration expenditures will primarily focus on drilling to convert inferred resources to indicated resources in the lower Offset Zone in support of a study to consider potential future shaft deepening. Exploration activities will also include modest programs for infill and extension drilling on the upper Offset Southeast extension target and top priority surface targets.

Mine Expansion

The Company continues to study various opportunities to increase the production rate and extend the mine life at the LDI site. As demonstrated in the last quarter of 2014, running the mill at full capacity has a positive impact on total palladium production and unit costs in the current strong palladium price environment. This improves the potential for mining more of the large resource at LDI. Deepening the shaft and expansion of the open pit are two of the potential opportunities being studied.

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 one of only two primary producers of palladium in the world, offering investors exposure to palladium. The Company’s shares trade on the NYSE MKT under the symbol PAL and on the TSX under the symbol PDL.

Cautionary Statement on Forward-Looking Information

Certain information contained in this news release 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 ‘guidance’, ‘will’, ‘expect’, ‘potential’, ‘would’, ‘could’, ‘estimate’, ‘preliminary’ and similar expressions identify forward-looking statements. Forward-looking statements in this news release include, without limitation: information pertaining to 2015 operating and financial information, the Company’s strategy, plans or future financial or operating performance, such as extension to mine life, timelines, production plans, projected expenditures, operating cost estimates, expected mining or processing rates, expected grades, and other statements that express management’s expectations or estimates of future performance. 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: metal price and foreign exchange rate volatility, the possibility that the LDI mine may not perform as planned, that the Company may not be able to meet production forecasts, that the Company may not be able to obtain sufficient financing to meet its financial obligations as they become due, inherent risks associated with development, exploration, mining and processing including risks to tailings capacity, ground conditions, environmental hazards, employment disruptions, including in connection with collective agreements between the Company and unions, uncertainties in mineral reserves and resources, changes in legislation, regulations or political and economic developments in Canada and abroad, litigation, and the risks associated with obtaining necessary licenses and permits. For more details on these and other risk

www.nap.com

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 also 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 news release include, but are not limited to: that the Company will be able to realize its assets and discharge its liabilities in the normal course of business, that metal price assumptions 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, that prices for key mining and construction supplies, including labour costs, will remain consistent with the Company’s expectations, and that current estimates of mineral reserves and resources are accurate. 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.

For further information please contact:

John Vincic

Investor Relations

Telephone: 416-360-7374

Email: jvincic@nap.com

www.nap.com