Titan America To Acquire Keystone Cement Company; Deal Price Set At $310M

Titan America SA (NYSE:TTAM) ("Titan America" or the "Company"), a leading fully-integrated producer and supplier of building materials, services and solutions in the construction industry operating along the U.S. East Coast, today announced that it has entered into an agreement to acquire Keystone Cement Company, a Pennsylvania-based cement manufacturer and aggregates producer ("Keystone"), from the Fortaleza, Uniland and Tritadura groups.

This transaction represents a significant expansion of Titan America's footprint in the strategically important Mid-Atlantic region. The acquisition is expected to capture significant operational and commercial synergies through integration with the Company's existing Essex Cement and Roanoke Cement operations as well as the Company's existing fly ash processing plants across Pennsylvania and Ohio.

Transaction Highlights

• Modern, High-Quality Assets: Keystone operates one of the most efficient cement kilns in Pennsylvania's Lehigh Valley, with 990,000 short tons per year of current clinker production capacity.
• Substantial Mineral Assets: Expected tosupport more than 50 years of cement production capacity.
• Attractive Location: Well-positioned to serve a 6.2 million short ton per year addressable market across Pennsylvania, Maryland, Delaware and Ohio with strong exposure to large-scale infrastructure and technology investments and extensive transportation modernization programs.
• Construction Aggregates: Keystone supplies construction aggregates, and its dolomite reserves position it to be a more significant supplier of DOT-qualified aggregates in the future.
• Significant Network Synergies: Strategic location enables commercial optimization between Keystone, Essex Cement and Roanoke Cement operations, unlocking substantial value through enhanced logistics, geographic reach and supply.
• Alternative Fuels Platform: Existing infrastructure and permits for alternative fuels utilization with opportunity for further expansion to improve cost structure and reduce carbon intensity.

Bill Zarkalis, President & CEO of Titan America, said "The acquisition of Keystone Cement represents a compelling strategic opportunity that aligns perfectly with our long-term growth strategy in the economic mega regions along the east coast of our country. Keystone will bring high-quality assets, substantial limestone reserves, and an attractive position in geographies benefiting from strong demand for high performance construction materials and solutions. We see substantial value creation potential through capacity growth, operational improvements and integration with our Essex and Roanoke Cement operations. This transaction reflects our disciplined approach to M&A, targeting assets where we can use our operational expertise, commercial network, and robust balance sheet to drive meaningful value for our shareholders."

Financial Terms and Closing

The transaction price (subject to ordinary post-closing adjustments) is $310,000,000, which corresponds to approximately $313 per short ton of current clinker production capacity. The transaction will be funded through a combination of cash on hand and financing and is expected to strengthen Titan America's geographic diversity, accelerate topline growth and improve operating margins following realization of expected integration synergies. Closing of the transaction is subject to regulatory approval and other customary conditions.