Mr. Paul Scherzer reports

STELCO FILES CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE ACQUISITION BY CLEVELAND-CLIFFS

Stelco Holdings Inc. has filed its management information circular for the special meeting of the company's shareholders to be held on Monday, Sept. 16, 2024, to approve the previously announced acquisition of Stelco by Cleveland-Cliffs Inc. by way of a plan of arrangement.

Under the terms of the arrangement, 13421422 Canada Inc. (the purchaser), a wholly owned subsidiary of Cliffs, will acquire all of the issued and outstanding common shares of the company for consideration per Stelco share of $60 in cash and 0.454 of a share of common stock of Cliffs, all as more particularly described in the circular.

Recommendation of Stelco's board of directors

The board of directors of Stelco, after receiving the unanimous recommendation of a special committee of independent directors of Stelco: (a) has unanimously determined that the arrangement is fair to shareholders; and (b) is unanimously recommending that shareholders vote for the special resolution to approve the arrangement. The reasons for the board's and the special committee's recommendations and the key factors they considered in making their determinations are described in detail in the circular.

Voting at virtual meeting of shareholders

The meeting is scheduled for Monday, Sept. 16, 2024, at 10 a.m. Toronto time. The company will be holding the meeting in a virtual-only format, which will be conducted by live audio webcast on-line. During the audio webcast, shareholders will be able to hear the meeting live, and registered shareholders and duly appointed proxyholders will be able to submit questions and vote at the meeting. The circular provides important and detailed instructions about how to participate in the meeting.

The circular, form of proxy, voting instruction form, letter of transmittal and virtual meeting user guide are expected to be mailed to registered shareholders on Aug. 23, 2024, and contain important information with respect to how registered and beneficial shareholders may vote at the meeting. The circular and related materials are also available on Stelco's website as well as under Stelco's profile on SEDAR+. Only shareholders of record as of the close of business (Toronto time) on Aug. 9, 2024 (and persons they duly appoint by proxy prior to the proxy deadline), are entitled to vote and ask questions at the meeting. The deadline for completed proxies to be received by the company's transfer agent is Thursday, Sept. 12, 2024, at 10 a.m. Toronto time.

Receipt of interim court order

On Aug. 16, 2024, the Ontario Superior Court of Justice (Commercial List) granted an interim order in respect of the arrangement. The interim order authorizes Stelco to proceed with various matters relating to the arrangement, including the holding of the meeting for shareholders to consider and vote on the arrangement.

Shareholder questions and assistance

Shareholders who have questions regarding the arrangement or require assistance with voting their Stelco shares may contact the company's proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-228-8614 (toll-free in North America) or 1-437-561-4995 (text and call enabled outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

About Stelco Holdings Inc.

Stelco is a low-cost, integrated and independent steelmaker with one of the newest and most technologically advanced integrated steelmaking facilities in North America. Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled steel products, as well as pig iron and metallurgical coke. With first-rate gauge, crown and shape control as well as uniform through-coil mechanical properties, Stelco's steel products are supplied to customers in the construction, automotive, energy, appliance, and pipe and tube industries across Canada and the United States as well as to a variety of steel service centres, which are distributors of steel products. At Stelco, the company understands the importance of its business reflecting the communities it serves and is committed to diversity and inclusion as a core part of its workplace culture, in part, through active participation in the BlackNorth Initiative.

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