North American Construction Group Ltd. Announces C$65 Million Bought Deal Offering of 5.50% Convertible Unsecured Subordinate...

North American Construction Group Ltd. (“NACG” or the “Company”) (TSX/NYSE: NOA) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by National Bank Financial Inc. under which the underwriters have agreed to purchase $65,000,000 aggregate principal amount of convertible unsecured subordinated debentures due June 30, 2028 (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional $9,750,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

The Debentures will be subordinated, unsecured obligations of NACG and will bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2021. The Debentures will be convertible at any time at the option of the holders into common shares of the Company (“Common Shares”) at a conversion price (the “Conversion Price”) of $24.75 per share. The Debentures will mature on June 30, 2028 (the “Maturity”).

The Debentures will not be redeemable at the option of the Company before June 30, 2024. On or after June 30, 2024 and prior to June 30, 2026, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount thereof plus accrued and unpaid interest, provided that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after June 30, 2026 and prior to Maturity, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.

NACG will use net proceeds of the Offering for future growth opportunities, to repay outstanding indebtedness and for general corporate purposes.

A preliminary short-form prospectus qualifying the distribution of the Debentures will be filed with securities regulatory authorities in all of the provinces of Canada, excluding Quebec. The Offering is subject to customary regulatory and stock exchange approvals, with closing expected to occur on or about June 1 , 2021.

The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

About the Company

North American Construction Group Ltd. (www.nacg.ca) is one of Canada’s largest providers of heavy construction and mining services. For more than 65 years, NACG has provided services to large resource-based companies.

For further information, please contact:

Jason Veenstra, CPA, CA Chief Financial Officer North American Construction Group Ltd. Phone: [phone] Email: [e-mail]

Forward-Looking Information

The information provided in this release contains forward-looking information and forward-looking statements (together, “forward-looking statements”). Forward-looking statements include statements preceded by, followed by or that include the words “expect”, “may”, “could”, “believe”, “anticipate”, “continue”, “should”, “estimate”, “potential”, “likely”, “target” or similar expressions. The material factors or assumptions used to develop the above forward-looking statements include, and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2020 and the Company’s annual information form dated February 17, 2021. Actual results could differ materially from those contemplated by such forward-looking statements as a result 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, you should read the Company’s disclosure documents filed with the SEC and the CSA. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or SEDAR on the CSA website at www.sedar.com.

Since 1953 - Heavy Construction & Mining

Suite 300, 18817 Stony Plain Road Edmonton, Alberta T5S 0C2 Canada Phone [phone] Fax [phone]www.nacg.ca