Mr. Jason Veenstra reports

NORTH AMERICAN CONSTRUCTION GROUP CLOSES STRATEGIC ACQUISITION OF IRON MINE CONTRACTING, A DIVERSIFIED MINING SERVICES CONTRACTOR

North American Construction Group Ltd. (NACG) has closed its acquisition of Iron Mine Contracting (IMC). The closing date is April 7, 2026, while the economic effective date is Jan. 1, 2026. Total expected consideration is approximately $125-million, with the final consideration amount to be determined based on IMC's financial statements as of Dec. 31, 2025, which will be reflected in the company's financial statements for the quarter ended June 30, 2026.

IMC provides NACG with an established operating platform in Western Australia, including a diversified, blue-chip customer base and exposure to gold, iron ore and lithium, further aligning the company with structural demand tied to rare earth and critical minerals. The combination of IMC with NACG's existing MacKellar operations is expected to enhance scale and deepen local expertise while establishing a Tier 1 platform in the overall Australian market.

Since the transaction was announced on Dec. 18, 2025, IMC has progressed well in its growth plans with increasing scopes at key mine sites. Notably, scopes commenced as expected late in the first quarter of 2026 at a gold-copper mine in the Pilbara region.

Amended credit facility and prudent transaction funding structure

Concurrent with closing the transaction, the company amended its senior secured credit facility with direct lending capacity of $535-million provided by Canadian dollar and Australian dollar tranches. The facility also permits incurrence of $500-million of secured equipment financing from third party providers resulting in total senior secured capacity of over $1.0-billion. For reference, continued access to the bond market further enhances liquidity capacity. As part of the amendment, the maturity date of the credit facility was further extended to April 7, 2029. The credit facility remains composed of a revolver with no scheduled repayments. Financial covenants are consistent with the previous agreement and are tested quarterly on a trailing four-quarter basis.

Cash funding for the upfront payment of $41.5-million was provided by draws from the credit facility. Equipment financing of approximately $45-million was assumed at closing with remaining consideration, approximately one-third of the total, being provided by earn-out and deferred payment mechanisms payable to the sellers over four years based on performance of the business.

National Bank Capital Markets is acting as financial adviser to NACG on this transaction. Fasken Martineau DuMoulin LLP is acting as Canadian legal adviser and MinterEllison is acting as Australian legal adviser to NACG.

About Iron Mine Contracting

IMC is a diversified mining services contractor headquartered in Western Australia offering a full suite of services, including contract mining and civil construction services to a blue-chip customer base. IMC operations span key commodity sectors such as gold, iron ore and lithium, and are backed by an established safety record.

About North American Construction Group Ltd.

North American Construction Group is a premier provider of heavy civil construction and mining services in Australia, Canada and the United States. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

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