North American Construction Group (NOA) closes $125M Iron Mine Contracting deal

Rhea-AI Filing Summary

North American Construction Group Ltd. has closed its acquisition of Iron Mine Contracting, a diversified mining services contractor in Western Australia. Total expected consideration is about $125 million, with the final amount based on IMC’s December 31, 2025 financial statements and reflected in NACG’s quarter ended June 30, 2026.

The deal gives NACG an operating platform in Western Australia with blue-chip customers and exposure to gold, iron ore and lithium, supporting strategic focus on rare earth and critical minerals. Funding combines a $41.5 million cash payment drawn on an amended $535 million senior secured credit facility, about $45 million of assumed equipment financing, and additional earn-out and deferred payments over four years. The credit facility’s maturity is extended to April 7, 2029 and total senior secured capacity now exceeds $1.0 billion.

Insights

Equity analyst – construction & mining services

NACG closes a $125M Australian mining services acquisition, funded with credit and earn-outs.

North American Construction Group has completed its purchase of Iron Mine Contracting for expected consideration of about $125 million. IMC adds a Western Australia operating base, blue-chip customers, and exposure to gold, iron ore and lithium, aligning NACG with demand tied to rare earth and critical minerals.

Funding blends a $41.5 million upfront cash draw on an amended senior secured credit facility, roughly $45 million of assumed equipment financing, and additional earn-out and deferred payments over four years. This structure limits immediate cash outlay and ties part of the price to IMC’s performance.

The senior secured credit facility now provides $535 million of direct lending capacity plus up to $500 million of secured equipment financing, for total senior secured capacity above $1.0 billion, and its maturity is extended to April 7, 2029. Forward-looking statements highlight expected accretion, free cash flow benefits, and Tier 1 positioning in Australia, but also enumerate integration, market, financing and customer risks.

Key Figures

Acquisition consideration: $125 million Senior secured credit facility: $535 million Secured equipment financing capacity: $500 million +5 more

8 metrics

Acquisition consideration $125 million Total expected consideration for Iron Mine Contracting

Senior secured credit facility $535 million Direct lending capacity after amendment

Secured equipment financing capacity $500 million Additional capacity permitted under facility

Total senior secured capacity Over $1.0 billion Combined credit facility and equipment financing

Upfront cash payment $41.5 million Cash funded from credit facility draws at closing

Assumed equipment financing $45 million Equipment financing assumed at transaction closing

Credit facility maturity April 7, 2029 Extended maturity date of senior secured facility

Economic effective date January 1, 2026 Effective date for the IMC transaction economics

Key Terms

economic effective date, senior secured credit facility, earn-out, free cash flow, +2 more

6 terms

economic effective date financial

"with a closing date of April 7, 2026 and an economic effective date of January 1, 2026"

The economic effective date is the day when the financial consequences of a deal, contract, regulation or transaction begin to apply, even if legal paperwork or formal closing happen later. Think of it as the moment money, profits, costs or tax rules start flowing the way the agreement specifies — like flipping a switch that starts a new monthly bill. Investors care because it determines which period’s results include those gains or losses, affecting valuation, earnings comparisons and taxes.

senior secured credit facility financial

"the Company amended its senior secured credit facility (the “Credit Facility”) with direct lending capacity of $535 million"

A senior secured credit facility is a loan or revolving line of credit where lenders have first legal claim on specific company assets (collateral) and the debt ranks above other obligations for repayment. For investors it signals where a lender sits in the repayment pecking order and how much protection creditors have if the company struggles, affecting credit costs, the company’s ability to borrow more, and potential recoveries in a default — like a mortgage taking priority over other claims on a house.

earn-out financial

"remaining Consideration, approximately one-third of the total, being provided by earn-out and deferred payment mechanisms"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

free cash flow financial

"free cash flow on a combined company basis and the incremental impact of IMC on such figure"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

forward-looking statements regulatory

"The information provided in this release contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

contractual backlog financial

"the expected proforma contractual backlog; the estimated Consideration;"

The total value of signed contracts for goods or services that a company has committed to deliver but has not yet completed or billed. Think of it as a queue of future work the company has promised to do—like a list of booked jobs waiting to be finished. Investors care because contractual backlog shows near-term revenue visibility and workload; a growing backlog suggests future income and capacity utilization, while declines or long delays can signal execution or demand problems.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-33161

North American Construction Group Ltd.
(Translation of registrant's name into English)

North American Energy Partners Inc.
(Former Name)

27287- 100 Avenue
Acheson, Alberta T7X 6H8
(Address of principal executive office)

Indicate by check mark 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 ]

Documents Included as Part of this Report

Exhibit No.		Description
99.1		North American Construction Group Closes Strategic Acquisition of Iron Mine Contracting, a Diversified Mining Services Contractor

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 Construction Group Ltd.
Date: April 7, 2026		By:	/s/ Joe Lambert
		Name:	Joe Lambert
		Title:	President and CEO

EXHIBIT 99.1

North American Construction Group Closes Strategic Acquisition of Iron Mine Contracting, a Diversified Mining Services Contractor

Establishes Tier 1 Platform in Australia with Increased Exposure to Rare Earth and Critical Minerals in Western Australia

ACHESON, Alberta, April 07, 2026 (GLOBE NEWSWIRE) -- North American Construction Group Ltd. (“NACG” or the “Company”) (TSX:NOA) today announced the closing of its acquisition of Iron Mine Contracting (“IMC”), with a closing date of April 7, 2026 and an economic effective date of January 1, 2026 (the “Transaction”). Total expected consideration is approximately $125 million (the “Consideration”), with the final Consideration amount to be determined based on IMC’s financial statements as of December 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 December 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 (the “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 comprised 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 advisor to NACG on this Transaction. Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor and MinterEllison is acting as Australian legal advisor 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 track record. For more information, please refer to the IMC website at www.imcpl.com.au.

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

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

Forward-Looking Information
The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan,” “potential”, “should”, “target”, “will”, “may” or the negative of those terms or other variations of them or comparable terminology. Forward-looking information in this includes, but is not limited to, statements with respect to: the expected proforma contractual backlog; the estimated Consideration; the Transaction being accretive and expected accretion on incremental earnings per share; sustaining capital on a combined company basis and the incremental impact of IMC on such figure; free cash flow on a combined company basis and the incremental impact of IMC on such figure; and expected growth in NACG’s exposure to rare earth and critical minerals and its recognition as a Tier 1 contractor in Australia; the anticipated financial performance for the full year 2026, including projections for combined revenue, adjusted EBITDA, adjusted earnings per share, sustaining capital spending, free cash flow, and growth capital spending. The material factors or assumptions used to develop the above forward-looking statements and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the Management Discussion and Analysis for the three months and year ended December 31, 2025 (“MD&A”). There can be no assurance that the forward-looking information will prove to be accurate. Actual results could differ materially from those contemplated by the forward-looking information including: general market performance including capital market conditions and availability and cost of credit; foreign currency and exchange risk; performance of the market sectors that the Company and the IMC serve; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; the ability of the Company to execute its financing plans in connection with the Transaction; unanticipated difficulties or expenditures relating to the Transaction; the response of the Company’s and IMC’s business partners, customers and suppliers to the announcement of the Transaction; the impact of competitive responses to the announcement of the Transaction; the diversion of management time on Transaction-related issues; risks associated with greater than anticipated tax liabilities or expenses; the prompt and effective integration of IMC; the ability to achieve the anticipated synergies and value creation-contemplated by Transaction within the expected timeframe or at all; that one or more customers, or other persons with which IMC has contracted, experience insolvency or bankruptcy with resulting delays, costs or losses; political, labour or supplier disruptions; imposition of new duties, tariffs or other legal barriers that impact the IMC’s markets; that growth in markets the IMC serves is less than expected; risks relating to legal proceedings to which the Company or the IMC is or may become a party; and other risks detailed from time to time in the Company’s filings with the Canadian securities regulators. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

FAQ

What did North American Construction Group (NOA) acquire in this 6-K filing?

North American Construction Group acquired Iron Mine Contracting, a diversified mining services contractor based in Western Australia. IMC brings contract mining and civil construction services, a blue-chip customer base, and exposure to gold, iron ore and lithium, strengthening NACG’s footprint in critical minerals markets.

What is the purchase price for Iron Mine Contracting by NOA?

Total expected consideration is approximately $125 million, with the final amount determined from IMC’s December 31, 2025 financial statements. This final consideration will be reflected in North American Construction Group’s financial statements for the quarter ended June 30, 2026, once closing adjustments are complete.

How is North American Construction Group funding the IMC acquisition?

The upfront cash payment of $41.5 million comes from draws on NACG’s senior secured credit facility. About $45 million of equipment financing is assumed at closing, with the remaining consideration—around one-third—paid through earn-out and deferred mechanisms over four years, tied to IMC’s performance.

What changes were made to NOA’s senior secured credit facility?

NACG amended its senior secured credit facility to provide $535 million of direct lending capacity through Canadian and Australian dollar tranches. The facility allows up to $500 million of additional secured equipment financing and extends the maturity date to April 7, 2029, supporting long-term funding flexibility.

How does the IMC acquisition affect NOA’s position in Australia?

Combining Iron Mine Contracting with NACG’s existing MacKellar operations is expected to enhance scale and local expertise in Australia. Management states this will establish a Tier 1 platform in the Australian market, with increased exposure to rare earth and critical minerals projects in Western Australia.

What risks and assumptions are highlighted for NOA’s IMC acquisition?

Forward-looking statements rely on assumptions outlined in NACG’s December 31, 2025 MD&A and mention risks like integration challenges, market conditions, financing plans, customer responses, competitive pressures, tax and regulatory changes, and the ability to realize expected synergies and accretion from the IMC transaction.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 8.7 KB