North American Construction Group (TSX:NOA) to Acquire Iron Mine Contracting

ACHESON, Alberta — December 18, 2025 — Leads & Copy — North American Construction Group Ltd. (NACG) (TSX:NOA/NYSE:NOA) has announced it will acquire Iron Mine Contracting (IMC), a Western Australian mining services contractor, for approximately $115 million.

NACG will also provide a year-end update on its infrastructure and fleet optimization initiatives, along with its 2026 financial outlook.

IMC offers services including contract mining, crushing, civil and tailings services to a blue-chip customer base across gold, iron ore, and lithium sectors. IMC’s order book exceeds $1.0 billion, including a lithium mining contract with a three-year term. The company also has a pipeline of mining and civil projects.

According to NACG President and CEO Joe Lambert, IMC is a strategic extension of NACG’s business into the Western Australian market. Lambert stated the IMC team shares NACG’s culture of operational and safety excellence, and the acquisition provides a foundation to fast track NACG’s Western Australia growth strategy. With the MacKellar Group, NACG is now an Australian Tier 1 contractor. Lambert believes IMC presents an opportunity for low-capital growth by leveraging NACG’s underutilized Canadian assets and in-house maintenance team.

IMC Chief Executive Officer Clinton Keenan said partnering with NACG and the MacKellar Group will allow the company to meet customer needs within a strong market. Keenan added the partnership will scale IMC’s growth potential while preserving its culture, agility, and customer focus. He anticipates leveraging NACG’s balance sheet and equipment fleet to pursue larger projects and expand IMC’s client base and commodity market presence.

The $115 million consideration represents 2.5x of expected EBITDA in 2026. The acquisition is expected to increase NACG’s incremental earnings per share by approximately 20% in 2026.

The Transaction will be funded by senior-secured bank financing (65% of the purchase price) and vendor-provided debt financing (35% of the purchase price). The upfront payment of approximately $40 million will be funded by the Company’s existing revolving credit facility. In addition, NACG plans to assume secured equipment financing of $35 million. The remaining $40 million of the consideration will be addressed through structured earn-out and deferred payment mechanisms payable to the vendors over the next four years.

The acquisition of IMC will increase exposure to rare earth & critical minerals in Western Australia, with Western Australia growing from 5% to 15% of NACG’s total earnings. NACG will also be recognized as a Tier 1 Contractor in Australia when combined with MacKellar Group. NACG anticipates accelerated growth in unit rate work and partnerships with top-tier producers in Western Australia.

The Transaction is subject to regulatory and other closing conditions and is expected to close in the first quarter of 2026.

NACG is being advised by National Bank Capital Markets (financial) and Fasken Martineau DuMoulin LLP (Canadian legal) and MinterEllison (Australian legal).

NACG and Nuna Group of Companies (Nuna) are teamed to advance on northern nation-building projects in Canada. Across three projects, the partnership is progressing from early market engagement to formal qualification, with multiple tenders anticipated in early 2026.

NACG is pursuing opportunities as a subcontractor with shortlisted consortia on two major U.S. opportunities focused on mass civil earthworks. Upcoming pricing and award milestones are expected to open a capital-light growth channel in the U.S. civil earthworks market.

Nuna is positioned to perform scopes of work under the Northern Basing Initiative. NACG and Nuna are in advanced strategic positions to secure critical mineral site access projects across Canada.

NACG executed a binding purchase and sale agreement during the fourth quarter of 2025. The company sold twenty-six Caterpillar 400-ton haul trucks at book value to a privately owned heavy equipment rental provider and purchased eight Komatsu 240-ton haul trucks currently located in Queensland, Australia.

The estimated year-end balance sheet effect of these sales and purchases is estimated to be a $20.0 million reduction in both property, plant and equipment and net debt. The corresponding income statement impact for 2026 is included in the financial outlook.

Including the IMC acquisition operations, overall proforma contractual backlog of $4.3 billion and heavy equipment fleet owned and operated, management has provided the following estimates of key measures for the remainder of 2025 and full year guidance 2026.

Second half of 2025 Combined revenue is estimated at $700 to $750M, adjusted EBITDA $190 to $210M, adjusted earnings per share $1.40 to $1.60, sustaining capital spending $60 to $70M, free cash flow $95 to $105M, growth capital spending $60 to $65M.

Full year 2026 Combined revenue is estimated at $1.5 to $1.7B, adjusted EBITDA $380 to $420M, adjusted earnings per share $2.85 to $3.15, sustaining capital spending $150 to $170M, free cash flow $110 to $130M, growth capital spending $70 to $90M.

Based on strategic progress, NACG expects adjusted earnings of more than $4.00 per share in 2027.

North American Construction Group Ltd. is a provider of heavy civil construction and mining services in Australia, Canada, and the U.S. IMC is a mining services contractor headquartered in Western Australia.

Jason Veenstra, CPA, CA
Chief Financial Officer
North American Construction Group Ltd.
(780) 960-7171
IR@nacg.ca

Source: North American Construction Group Ltd.

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