North American Construction Group Ltd.

Major Shareholding Notification • Nov 13, 2024

SC 13G 1 noa_111324.htm BANK OF MONTREAL noa_111324.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

North American Construction Group Ltd

(Name of Issuer)

Common Shares

(Title of Class of Securities)

656811106

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).

CUSIP No.: 656811106

1	NAME OF REPORTING PERSON BANK OF MONTREAL I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,743,226
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 2,743,226
	8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,743,226
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8%
12	TYPE OF REPORTING PERSON HC

CUSIP No.: 656811106

1	NAME OF REPORTING PERSON BANK OF MONTREAL HOLDING INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,662,321
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 2,662,321
	8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,662,321
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5%
12	TYPE OF REPORTING PERSON BK

CUSIP No.: 656811106

1	NAME OF REPORTING PERSON BMO NESBITT BURNS INC. WEALTH MANAGEMENT I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,075,609
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 2,075,609
	8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,609
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4%
12	TYPE OF REPORTING PERSON BD

CUSIP No.: 656811106

1	NAME OF REPORTING PERSON BMO PRIVATE INVESTMENT COUNSEL INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,788,867
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 1,788,867
	8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,867
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%
12	TYPE OF REPORTING PERSON IA

CUSIP No.: 656811106

1	NAME OF REPORTING PERSON BMO ASSET MANAGEMENT INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,788,867
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER 1,788,867
	8	SHARED DISPOSITIVE POWER
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,867
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%
12	TYPE OF REPORTING PERSON IA

CUSIP No.: 656811106

ITEM 1(a).	NAME OF ISSUER: North American Construction Group Ltd
ITEM 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 27287-100 Avenue, Acheson, Alberta, T7X 6H8
ITEM 2(a).	NAME OF PERSON FILING: BANK OF MONTREAL BANK OF MONTREAL HOLDING INC. BMO NESBITT BURNS INC. WEALTH MANAGEMENT BMO PRIVATE INVESTMENT COUNSEL INC. BMO ASSET MANAGEMENT INC.
ITEM 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 100 King Street West, 21st Floor, Toronto, Ontario, M5X 1A1, Canada
ITEM 2(c).	CITIZENSHIP: Canada Canada Canada Canada Canada
ITEM 2(d).	TITLE OF CLASS OF SECURITIES: Common Shares
ITEM 2(e).	CUSIP NUMBER: 656811106
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
	(a) [X]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
	(b) [X]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c) [ ]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d) [ ]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
	(e) [X]	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
	(f) [ ]	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
	(g) [X]	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
	(h) [ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i) [ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j) [ ]	A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
	(k) [ ]	Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4.	OWNERSHIP
	(a) Amount beneficially owned:
	2,743,226
	(b) Percent of class:
	9.8%
	(c) Number of shares as to which the person has:
	(i) sole power to vote or to direct the vote:
	BANK OF MONTREAL - 2,743,226 BANK OF MONTREAL HOLDING INC. - 2,662,321 BMO NESBITT BURNS INC. WEALTH MANAGEMENT - 2,075,609 BMO PRIVATE INVESTMENT COUNSEL INC. - 1,788,867 BMO ASSET MANAGEMENT INC. - 1,788,867
	(ii) shared power to vote or to direct the vote:
	(iii) sole power to dispose or direct the disposition of:
	BANK OF MONTREAL - 2,743,226 BANK OF MONTREAL HOLDING INC. - 2,662,321 BMO NESBITT BURNS INC. WEALTH MANAGEMENT - 2,075,609 BMO PRIVATE INVESTMENT COUNSEL INC. - 1,788,867 BMO ASSET MANAGEMENT INC. - 1,788,867
	(iv) shared power to dispose or to direct the disposition of:
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
ITEM 10.	CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.: 656811106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 13 2024 BANK OF MONTREAL By: /s/ Kathryn Cenac Name: Kathryn Cenac Title: Managing Director - Regulatory Solutions Group

Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

CUSIP No.: 656811106

Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit to such filing(s). In addition, each party to this Agreement consents to the filing of this and any future Schedule 13G (including any and all amendments to such filings) by Bank of Montreal. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 13th day of November, 2024. BANK OF MONTREAL ____ Kathryn Cenac Managing Director Regulatory Solutions Group BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY ______ BMO CAPITAL MARKETS CORP. _____ BMO ASSET MANAGEMENT INC. ______ BMO DELAWARE TRUST COMPANY ______ BMO CAPITAL MARKETS LIMITED ______ BMO FAMILY OFFICE, LLC ______ BMO FINANCIAL CORP. ______ BMO BANK NATIONAL ASSOCIATION ______ BMO NESBITT BURNS INC. _____ BMO NESBITT BURNS SECURITIES LTD. ______ BMO PRIVATE INVESTMENT COUNSEL INC. ______ BMO TRUST COMPANY ______ STOKER OSTLER WEALTH ADVISORS, INC. ______ BMO INVESTORLINE INC. __________ BANK OF MONTREAL HOLDING INC. ______ Pursuant to Power of Attorney filed herewith.

CUSIP No.: 656811106

POWER OF ATTORNEY For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Forms 13F and N-PX Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so, and hereby constitutes and appoints Kathryn Cenac, Managing Director Regulatory Solutions Group, Bank of Montreal and Michelle Lipowsky, Head, Business Risk and Solution, Bank of Montreal, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to: (1) complete and execute for and on behalf of the undersigned filings on Schedules 13G and 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act) and the rules and regulations promulgated thereunder, or any successor laws and regulations; (2) complete and execute for and on behalf of the undersigned a joint filing agreement to provide for the joint filing on Schedules 13G or 13D in accordance with Section 13(d) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations; (3) complete and execute for and on behalf of the undersigned filings on Form 13F as required by Section 13(f) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations; (4) complete and execute for and on behalf of the undersigned filings on Form N-PX as required by Section 14A of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations; (5) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete the execution of any such Schedules 13G and 13D, joint filing agreement and Forms 13F and N-PX and the timely filing of such forms and agreements with the United States Securities and Exchange Commission and any other authority; and (6) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. Each of the undersigned entities grants to said attorney-in-fact and agent full power and authority to do and perform each and every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned entities acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13(d), 13(f) or 14A of the Act and the rules and regulations promulgated thereunder. This Power of Attorney shall remain in effect until the undersigned entity is no longer required to file Schedules 13G, 13D or Forms 13F or N-PX, unless earlier revoked by a duly authorized officer of the undersigned entity in writing and delivered to the foregoing attorney-in-fact. This Power of Attorney Signature Page may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile or portable document format (.pdf) copy, or an electronic copy by way of reliable electronic signature technology, of the signature of a party to this Power of Attorney on any such counterpart shall be fully effective as in an original signature. IN WITNESS WHEREOF, the undersigned duly authorized individuals have caused this Power of Attorney to be executed as of November 13, 2024, on behalf of the respective entities. Signatures on following pages. BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY By: /s/ Jane Anne Negi__ Name: Jane Anne Negi Title: Chief Executive Officer By: /s/ Noel Reynolds_ Name: Noel Reynolds Title: Chief Finance Officer BMO ASSET MANAGEMENT INC. By: /s/ Bill Bamber__ Name: Bill Bamber Title: Head By: /s/ Sara Petrich_ Name: Sara Petrich Title: Head of Exchange Traded Funds and Structured Products BMO CAPITAL MARKETS CORP. By: /s/ Michael Forlenza__ Name: Michael Forlenza Title: Chief Operating Officer BMO DELAWARE TRUST COMPANY By: /s/ Anne Booth Brockett_ Name: Anne Booth Brockett Title: Chief Executive Officer and President BMO CAPITAL MARKETS LIMITED By: /s/ William Smith__ Name: William Smith Title: Chief Executive Officer By: /s/ Paula Young_ Name: Paula Young Title: Company Secretary BMO FAMILY OFFICE, LLC By: /s/ Amy Griman__ Name: Amy Griman Title: Chief Executive Officer and President BMO FINANCIAL CORP. By: /s/ Michele Havens_ Name: Michele Havens Title: Executive Vice President, and Head, U.S. Wealth Management By: /s/ Michelle Magnaye__ Name: Michelle Magnaye Title: Assistant Corporate Secretary BMO BANK NATIONAL ASSOCIATION By: /s/ Darrel Hackett_ Name: Darrel Hackett Title: Executive Vice President, and Head, U.S. Wealth Management BMO NESBITT BURNS INC. By: /s/ Deland Kamanga__ Name: Deland Kamanga Title: Director By: /s/ Juron Grant-Kinnear_ Name: Juron Grant-Kinnear Title: Assistant Corporate Secretary BMO NESBITT BURNS SECURITIES LTD. By: /s/ Dave Persaud__ Name: Devanand (Dave) Persaud Title: Director By: /s/ John Cook_ Name: John Cook Title: Corporate Secretary BMO PRIVATE INVESTMENT COUNSEL INC. By: /s/ Gilles Ouellette__ Name: Gilles Ouellette Title: Director By: /s/ Juron Grant-Kinnear_ Name: Juron Grant-Kinnear Title: Corporate Secretary STOKER OSTLER WEALTH ADVISORS, INC. By: /s/ Michelle L. Decker__ Name: Michelle L. Decker Title: Chief Operating Officer BMO TRUST COMPANY By: /s/ Elizabeth Dorsch_ Name: Elizabeth Dorsch Title: Chief Executive Officer By: /s/ Bruce Ferman__ Name: Bruce Ferman Title: Director BMO INVESTORLINE INC. By: /s/ Deland Kamanga_ Name: Deland Kamanga Title: Director By: /s/ Juron Grant-Kinnear__ Name: Juron Grant-Kinnear Title: Corporate Secretary BANK OF MONTREAL HOLDING INC. By: /s/ Olaf Sheikh__ Name: Olaf Sheikh Title: Director