North American Construction Group Ltd. (TSX:NOA) entered into a definitive purchase and sale agreement to acquire Mackellar Mining Pty Ltd for CAD 395 million on July 26, 2023. Under the terms of agreement, consideration consists of an upfront payment of CAD 67 million (AUD 75 million) which will be funded by the upsized revolving Credit Facility. In addition, liquidity from the Credit Facility and assumed equipment financing of MacKellar is estimated to provide CAD 200 million of the total consideration. The remaining amount will be paid as an earnout payment to be paid over 4 years. North American Construction Group currently has in place a CAD 300 million revolving credit facility with a syndicate of financial institutions. The transaction is subject to obtaining contractual consents and the satisfaction of other customary closing conditions. The transaction is expected to close in the fourth quarter of 2023. The transaction is represented less than 2.75x of expected EBITDA in 2024 and is expected to be over 50% accretive based on incremental earnings per share. National Bank Financial, Inc. acted as financial advisor to North American Construction Group. Gordon Raman, Justine Connors, David Ferris, Daniel Leslie of Fasken Martineau DuMoulin LLP and Corrs Chambers Westgarth acted as legal advisor to North American Construction Group.

North American Construction Group Ltd. (TSX:NOA) completed the acquisition of Mackellar Mining Pty Ltd on October 1, 2023. Cash funding for the Closing was provided by draws from the Credit Facility for an upfront payment of approximately CAD 67 million (AUD 75 million) and the payout of existing equipment financing of approximately CAD 94 million (AUD 105 million). Equipment financing of approximately CAD 103 million (AUD 115 million) was assumed at closing with remaining consideration provided by earn-out and deferred payment mechanisms payable to the sellers over four years. As part of the closing, Barry Palmer assumes the role of Regional President, Australia on a transitional basis while continuing in his executive role with NACG as Chief Operating Officer. Barry will lead the MacKellar integration and be supported by an NACG operational and finance transition team based in Australia.