I. OVERVIEW

1. Founded in 1912, St. Marys Cement Inc. (Canada) is Canada's longest operating cement business. The company is OWrted and controlled by, St. Marys VCNA, LLC (the "US Investor"), a Limited Liability Corporation organized in the state of Delaware.

2. The US Investor is a part of the Votorantim Group of Brazil. The Votorantim Cement North America Group of Companies, which include both the US Investor and Investment, has almost 1200 employees in Canada and another 1700 in the United States.

3. On May 13, 2011 , the US Investor initiated a NAFT A Chapter 11 arbitration against the Government of Canada by filing a Notice of Intent regarding a number of fundamental violations of the rule of law taken by the Province of Ontario, Canada.

4. On December 22,2011 , Canada capriciously threatened the US Investor with a denial of benefits under NAFT A Article 1113. This action constituted a government measure as defined by the NAFT A. 1

5. On March 1,2012, Canada notified the US Investor that it was retroactively denying benefits to it pursuant to NAFT A Article 1113. In flagrant disregard of the requirements of Article 1113(2), Canada deliberately ignored the clear and overwhelming evidence provided by the US Investor confirming that it had "substantial business activities" in the United States. In its letter setting out the denial, Canada said that the US Investor failed "to demonstrate substantial business activities in the United States at the relevant time or at all". Canada's wrongful denial of the NAFT A rights of the US Investor capriciously prevented the NAFT A claim against Canada from continuing.