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):

        Filed by:                 NORTH AMERICAN PALLADIUM LTD.

        Date Filed:               APRIL 7, 2004
        (if filed concurrently,   (CONCURRENT HEREWITH)
        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, CANADA M5H 3P5
                                 (416) 360-7590

E.      The Filer designates and appoints:

                              CT CORPORATION SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8940

as the agent ("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 the service
of an administrative subpoena shall be effected by service upon such agent for
service of process, and that service as 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 from the date the Filer has ceased reporting
under the U.S. Securities Exchange Act of 1934. The Filer further undertakes to
advise the Commission promptly of any change of 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 April 6,
2004.


                                       NORTH AMERICAN PALLADIUM LTD.


                                       By:  /s/ George D. Faught
                                            ----------------------------------
                                            Name: George D. Faught
                                            Title: Chief Financial Officer


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        This statement has been signed by the following person in the capacity
indicated on April 5, 2004.


                                         CT CORPORATION SYSTEM
                                         (Agent for Service)



                                         By: /s/ Renee Haggerty
                                             ---------------------------------
                                             Name:  Renee Haggerty
                                             Title:  Assistant Secretary












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