North American Construction Group Ltd. announces a share purchase program in Canada and the United States

North American Construction Group Ltd.

ACHESON, Alberta, April 06, 2022 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG” or “the Company”) (TSX: NOA/NYSE: NOA) today announced that it intends to create an issuer in the normal course offer (the “Tender Offer”) to purchase, at for cancellation, up to 2,113,054 common shares in the capital of the Company (“Common Shares”), representing approximately 10% of the public float (as defined in the TSX Company Handbook) and approximately 7 .05% of common shares issued and outstanding as of March 31, 2022. As of March 31, 2022, the Company had 29,974,336 common shares issued and outstanding. In connection with the shares purchasable under the issuer bid, the Company has entered into an automatic share purchase plan (“ASPP”) with its designated broker.

Purchases of common shares pursuant to the issuer bid may be made through the facilities of the Toronto Stock Exchange (“TSX”), the New York Stock Exchange (“NYSE”) and other trading systems through open market transactions or otherwise may be permitted by the TSX and under applicable securities laws. Pursuant to the issuer bid, and in order to comply with applicable securities laws, the Company will purchase a maximum of 1,498,716 common shares (or approximately 5% of the issued and outstanding voting common shares ) on the NYSE and alternative trading systems.

The Company believes that the current market price of its common shares does not fully reflect their underlying value and that current market conditions provide the Company with opportunities to acquire common shares at attractive prices. In the Company’s view, a repurchase of common shares would be an efficient use of its cash and would be in the best interests of the Company and its shareholders. The Company believes this would both improve liquidity for shareholders seeking to sell and provide increased proportional interest for shareholders wishing to maintain their positions.

The OPRCNA is expected to begin on or about April 11, 2022 and will close no later than April 10, 2023, provided that purchases cannot be made on the NYSE before April 14, 2022. All purchases of common stock will be made in accordance with applicable TSX and NYSE rules. The average daily trading volume of the Common Shares on the TSX for the six calendar months prior to March 31, 2022 is 76,402 Common Shares. In accordance with TSX rules and subject to the bulk purchase exemption, a maximum daily redemption of 25% of this average may be made, representing 19,100 common shares. The price per common share will be based on the market price of such shares at the time of purchase in accordance with regulatory requirements.

Pursuant to the ASPP, the Designated Broker may purchase up to 2,113,054 Common Shares until the expiration of the issuer bid on April 10, 2023. Such purchases will be determined by the Broker in its sole discretion, in based on the purchase parameters established by the Company. in accordance with the rules of the TSX, applicable securities laws and the terms of the RASP. Purchases of Common Shares under the ESAP may be made through the facilities of the TSX, NYSE and alternative trading systems. The ASPP has been pre-cleared by the TSX and will become effective on April 11, 2022. The ASPP will terminate on the earliest of the following dates: (i) the OPRCNA expires; (ii) the maximum number of common shares have been purchased pursuant to the issuer bid; and (iii) the Company terminates the ASPP in accordance with its terms. Concurrent with the establishment of the ASPP, the Company confirmed to the Broker that it was not then aware of any material undisclosed or non-public information relating to the Company or any securities of the Company. During the term of the ASPP, the Company will not communicate any material undisclosed or non-public information to the broker’s trading staff; therefore, the Broker may make purchases whether a trading blackout period is in effect or there is material undisclosed or non-public information about the Company at the time the purchases are made under the ‘ASPP. In the event that the RPEA is materially modified, suspended or terminated, the Company will issue a press release advising of such modification, suspension or termination, as the case may be.

The Company was authorized to repurchase up to 2,000,000 common shares in aggregate under the previously announced issuer bid on April 6, 2021, of which 85,592 common shares were purchased at a purchase price weighted average of C$16.10 per common share.

About the company

North American Construction Group Ltd. (www.nacg.ca) is one of the largest suppliers to heavy civil construction and mining contractors in Canada. For more than 65 years, NACG has provided services to major oil, gas and resource companies.

For more information, contact:
Jason Veenstra, CPA, CA
Financial director
North American Construction Group Ltd.
(780) 960-7171
[email protected]
www.nacg.ca

Forward-looking information

The information provided in this press release contains forward-looking statements. Forward-looking statements include statements preceded, followed by or containing the words “will”, “intend”, “expect”, “may”, “could”, “believe”, “anticipate”, “should”. or similar expressions. In particular, this press release contains forward-looking statements and information relating to the company’s belief that the tender offer is in the best interests of the company and its shareholders and that the underlying value of the company may not be reflected in the market price of the common stock, the company’s intentions regarding the issuer bid and whether the company will receive the required TSX approval of the issuer bid . The forward-looking statements contained in this press release are made by NACG based on certain assumptions NACG has made with respect to them as of the date of this press release. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially. anticipated future results, performance or performance. achievement expressed or implied by such forward-looking statements and information. The material factors or assumptions used to make these forward-looking statements include, and the risks and uncertainties to which, these forward-looking statements are subject are highlighted in the MD&A for the three months and year ended December 31, 2021. Actual results could differ materially from those contemplated by such forward-looking statements due to a number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed on forward-looking statements, and NACG undertakes no obligation, other than as required by applicable law, to update or revise such statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and 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.sedar.com.