ST. MARYS CEMENT INC. (CANADA)

Offer to Purchase for Cash
Any and All of Its Outstanding 5.750% Notes due 2027 (the "Notes")
(144A CUSIP / ISIN: 78478E AA6 / US78478EAA64)
(Regulation S CUSIP / ISIN: C86068 AA8 / USC86068AA80)

The offer to purchase the Notes, on the terms and subject to the conditions set forth in this Offer to Purchase (as defined below), will expire at 5:00 p.m., New York City time, on April 1, 2024, unless extended or earlier terminated as described herein (such time and date, as may be extended, the "Expiration Time"). You must validly tender your Notes, or deliver a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery"), at or prior to the Expiration Time to be eligible to receive the Consideration (as defined below). Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, unless extended or earlier terminated as described below, but not thereafter.


Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Purchase Price(1)



5.750% Senior Unsecured Guaranteed Notes due 2027



144A: 78478E AA6 / US78478EAA64
Regulation S: C86068 AA8 / USC86068AA80



US$500,000,000(2)



US$1,010.00

_____________________________________________________________________________________________
(1) The amount to be paid for each US$1,000 principal amount of Notes validly tendered and accepted for purchase. Holders will also be paid Accrued Interest.
(2) Includes US$41.5 million held by Votorantim Cimentos Internacional S.A.

To view copie(s) of the Tender Offer document(s) please click on the document(s) below

Offer to Purchase

Notice of Guaranteed Delivery


Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to D.F. King & Co., Inc. in its role as the Tender Agent and Information Agent at its address, email address and telephone numbers set forth below. You may also contact the Dealer Managers at their respective addresses and telephone numbers set forth below or your broker, dealer, commercial bank, trust company, custodian or other nominee, if applicable, for assistance concerning the terms of the Tender Offer.

The Tender Agent and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, NY 10005
E-mail: vcimentos@dfking.com
Toll-Free: +1 (800) 515-4479
Collect: (212) 269-5550

Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to the Tender Agent and Information Agent at its email address or one of its telephone numbers above.

The Dealer Managers for the Tender Offer are:

Citigroup Global Markets Inc.

388 Greenwich Street, 4th floor
New York, New York 10013
Attention: Liability Management Group
Collect: +1 (212) 723-6106
Toll Free: +1 (800) 558-3745
Email: ny.liabilitymanagement@citi.com

Goldman Sachs & Co. LLC

200 West Street
New York, New York 10282
Collect: (212) 357-1452
Attn: Liability Management Group
Toll Free: (800) 828-3182

Santander US Capital Markets LLC

437 Madison Avenue, 10th Floor
New York, NY 10022
Attention: Debt Capital Markets
Fax: 212-407-0930
Email: DCMAmericas@santander.us

Banco Bradesco BBI S.A.

Av Presidente Juscelino
Kubitschek, 1309, 10th floor
São Paulo, SP, 04543-011
Attention: International Fixed
Income Department
Call Collect: +55 (11) 2169-4528

Itau BBA USA Securities, Inc.

540 Madison Avenue, 24th Floor
New York, New York 10022
Attn: Liability Management Group
Toll Free: +1 (888) 770-4828
Collect: +1 (212) 710-6749

MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor
New York, New York 10020 USA
Attn: Liability Management
Email: DCMLiabilityManagement@int.sc.mufg.jp
U.S.: +1 (212) 405-7481
U.S. Toll-Free: +1 (877) 744-4532

UBS Securities LLC

1285 Avenue of the Americas
New York, New York 10019
Attention: Liability Management Group
Call Collect: (212) 882-5723
Toll Free: (833) 690-0971
E-mail: americaslm@ubs.com