Form of Plan of Arrangement

Exhibit 2.4

PLAN OF ARRANGEMENT

     IN THE MATTER OF THE ARRANGEMENT involving ###-###-#### Canada Inc. and Zemex Corporation (“Zemex”) and its Securityholders pursuant to section 192 of the Canada Business Corporations Act.

ARTICLE 1
INTERPRETATION

1.1 Definitions

     In this Plan of Arrangement, unless the context otherwise requires:

     “Arrangement” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement subject to any amendments or variations thereto made in accordance with section 6.3 of this Plan of Arrangement and section 11.09 of the Arrangement Agreement or made at the discretion of the Court in the Final Order;

     “Arrangement Agreement” means the arrangement agreement made as of March 3, 2003 between Parentco, Subco and Zemex, providing for, among other things, the Arrangement;

     “Arrangement Resolution” means the special resolution of the Securityholders, voting as a single class, approving this Plan of Arrangement, as required by the Interim Order and applicable Law;

     “Articles of Arrangement” means the articles of arrangement containing this Plan of Arrangement and containing such other provisions as are required under the CBCA, to be filed with the Director after the Final Order is made;

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks located in the City of Toronto are required or permitted to close;

     “Cash Proceeds per Share” shall mean U.S.$8.80, cash, subject to adjustment in accordance with section 3.3;

     “CBCA” means the Canada Business Corporations Act, in effect on the date hereof and as amended from time to time prior to the Effective Date;

     “Certificate of Arrangement” means the certificate of arrangement giving effect to the Arrangement, issued by the Director, pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed with the Director;

     “Court” means the Superior Court of Justice of the Province of Ontario;

     “Depositary” means [to be confirmed];

     “Director” means the Director appointed pursuant to section 260 of the CBCA;

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     “Dissent Rights” means the right of dissent in respect of the Arrangement Resolution that may be exercised by registered holders of Shares provided in the Interim Order and in section 4.1 hereof;

     “Dissenting Shareholder” means a registered holder of Shares who dissents from the Arrangement Resolution in compliance with the Dissent Rights;

     “Effective Date” means the date shown on the Certificate of Arrangement;

     “Effective Time” means 12.01 a.m. (Toronto Time) on the Effective Date;

     “Final Order” shall mean the final order of the Court approving the Arrangement, as such order may be amended by the Court at any time before the Effective Time or, if appealed, unless that appeal is withdrawn or denied, as affirmed or amended on appeal;

     “Governmental Entity” shall mean: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agent, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

     “holders” means, when used with reference to the securities in the capital of any Person, the holders of such securities shown from time to time on the register maintained by or on behalf of such Person in respect of such securities;

     “Interim Order” shall mean an interim order of the Court, as may be amended, in respect of the Arrangement, providing for, among other things, the calling and holding of the Special Meeting;

     “Law” shall mean all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines having the force of law, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, statutory body (including the Toronto Stock Exchange and the New York Stock Exchange) or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

     “Parentco” means Cementos Pacasmayo S.A.A., a corporation incorporated under the laws of Peru;

     “Person” shall mean any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Governmental Entity;

     “Plan of Arrangement” means this Plan of Arrangement, as such plan may be amended, modified or supplemented from time to time in accordance with the provisions hereof or section 11.09 of the Arrangement Agreement or at the direction of the Court in the Final Order;

     “Securityholders” shall mean the holders of Shares and the holders of Zemex Options;

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     “Shareholders” shall mean Persons who are holders of issued and outstanding Shares;

     “Shares” shall mean common shares in the capital of Zemex;

     “Special Meeting” shall mean the special meeting of the Securityholders called and held to consider and, if thought appropriate, approve the Arrangement Resolution and any and all adjournments or postponements thereof;

     “Subco” means ###-###-#### Canada Inc., a corporation incorporated under the CBCA and any successor to, or assignee of, Subco;

     “Zemex Options” shall mean options to purchase Shares which are granted under the Zemex Option Plan and the related option agreements evidencing and setting forth the terms of such grant; and

     “Zemex Option Plan” shall mean the 1999 Zemex Share Option Plan as amended and restated as of June 29, 2001, that provides for the issuance of options to purchase Shares, and any agreements evidencing options granted under such Plan.

1.2 Interpretation Not Affected by Headings

     The division of this Plan of Arrangement into Articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

1.3 Article References

     Unless the contrary intention appears, references in this Plan of Arrangement to an Article, section, subsection or paragraph by number or letter or both refer to the Article, section, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement.

1.4 Number and Gender

     In this Plan of Arrangement, unless the contrary intention appears, words importing the singular number only shall include the plural and vice-versa, and words importing the use of any gender shall include all genders.

1.5 Date for Any Action

     If the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Governing Law

     This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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ARTICLE 2
PURPOSE AND EFFECT OF THE PLAN OF ARRANGEMENT

2.1 The Arrangement Agreement

     The Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

2.2 The Effective Time

     This Plan of Arrangement will, upon filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, become effective in the sequence set out in section 3.2 (except as otherwise provided therein) and will be binding from and after the Effective Time.

2.3 Conditions Precedent

     The implementation of this Plan of Arrangement is expressly subject to the fulfilment or waiver, by the party or parties thereto entitled, of the conditions precedent set out in the Arrangement Agreement.

ARTICLE 3
THE ARRANGEMENT

3.1 Effectiveness

     Subject to the terms of the Arrangement Agreement, this Plan of Arrangement will become effective in the sequence set out in section 3.2 (except as otherwise provided therein) and will be binding from the Effective Time on: (i) Subco (ii) Zemex; (iii) all registered and beneficial owners of Shares; (iv) all registered and beneficial owners of Zemex Options; (v) the registrar and transfer agent in respect of the Shares; and (vi) the Depositary.

3.2 The Arrangement

     On the Effective Date and commencing at the Effective Time, the following shall occur and be deemed to occur in the following order without further act or formality:

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3.3 Dividends and Distributions

     If Zemex declares, sets aside or pays any dividend on, or makes any other actual, constructive or deemed distribution in respect of any of the Shares, or otherwise makes any payments to the holders of the Shares in their capacity as such, during the period commencing on the date of the Arrangement Agreement and ending upon the Effective Date, Subco may reduce the amount of the Cash Proceeds per Share by any amount it determines in its sole discretion, provided that such discount shall not exceed the amount of such dividend distribution or payment received per Share.

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ARTICLE 4
RIGHTS OF DISSENT

4.1 Dissent Rights

ARTICLE 5
CERTIFICATES

5.1 Share Certificates

5.2 Lost Certificates

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ARTICLE 6
GENERAL

6.1 Effectiveness

6.2 Paramountcy

6.3 Amendment

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6.4 Termination

6.5 Further Assurances

6.6 Notices

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6.7 Withholding Rights