subsidiary of Cliffs. In addition, the Tender Offers and Consent Solicitations are being made in conjunction with, and are conditioned upon the consummation of, Cliffs issuance of a new
series of secured notes and/or a new series of unsecured notes (collectively, the Financing Transactions). The Tender Offers and Consent Solicitations are conditioned upon Cliffs having available funds, including gross proceeds from the
Financing Transactions, sufficient to pay the Total Consideration with respect to all AK Steel Notes (regardless of the amount of AK Steel Notes tendered pursuant to the Tender Offers), accrued interest and all related fees and expenses, on terms
and conditions acceptable to Cliffs, in its sole discretion. Additionally, each Tender Offer and Consent Solicitation is conditioned upon the completion of the other Tender Offer and Consent Solicitation, although Cliffs may waive such condition at
any time with respect to either Tender Offer. AK Steel Corporation has agreed that any waiver of such condition by Cliffs with respect to either Tender Offer will automatically waive such condition with respect to the corresponding Consent
Solicitation, as applicable. The consummation of the Merger is not conditioned upon the successful closing of any Tender Offer or Consent Solicitation.
Cliffs has engaged Credit Suisse as Dealer Manager and Solicitation Agent for the Tender Offers. Copies of the Statement may be obtained from Global
Bondholder Services Corporation, the Depositary and Information Agent, by phone at (866) 924-2200 (toll-free) or (212) 430-3774 (collect for banks and brokers). Please
direct questions regarding the Tender Offer to Credit Suisse at (800) 820-1653 (toll-free) or (212) 538-1862 (collect for banks and brokers).
About Cleveland-Cliffs
Founded in 1847, Cleveland-Cliffs
is the largest and oldest independent iron ore mining company in the United States. Cleveland-Cliffs is a major supplier of iron ore pellets to the North American steel industry from its mines and pellet
plants located in Michigan and Minnesota. In 2020, Cleveland-Cliffs expects to be the sole producer of hot briquetted iron (HBI) in the Great Lakes region with the development of its first production plant in Toledo, Ohio. Driven by the core values
of safety, social, environmental and capital stewardship, Cleveland-Cliffs employees endeavor to provide all stakeholders with operating and financial transparency.
About AK Steel
AK Steel is a leading producer of
flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, including electrical power, and distributors and converters markets. Through its subsidiaries, the company also provides
customer solutions with carbon and stainless steel tubing products, hot- and cold-stamped components, and die design and tooling. Headquartered in West Chester, Ohio (Greater Cincinnati), the company has
approximately 9,300 employees at manufacturing operations in the United States, Canada and Mexico, and facilities in Western Europe.
Forward-looking
Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often
address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, estimate,
would, target and similar expressions, as well as variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the
consummation of the proposed Merger and the anticipated benefits thereof. These and other forward-looking statements reflect AK Steels and Cliffs current beliefs and judgments and are not guarantees of future results or outcomes.
Forward-looking statements are based on assumptions and estimates that are inherently affected by economic, competitive, regulatory, and operational risks and uncertainties and contingencies that may be beyond AK Steels or Cliffs
control.
They are also subject to inherent risks and uncertainties that could cause actual results or performance to differ materially from those
expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) the completion of the proposed Merger on the anticipated terms and timing, including obtaining shareholder approvals and anticipated tax
treatment, or at all, (ii) potential unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects, (iii) the ability of Cliffs to integrate
its and AK Steels businesses successfully and to achieve anticipated synergies, (iv) business and management strategies for the management, expansion and growth of the combined companys operations following the consummation of the
proposed Merger, (v) pending litigation relating to the proposed Merger and potential future litigation that could be instituted against AK Steel, Cliffs or their respective directors, (vi) the risk that disruptions from the proposed Merger will
harm AK Steels or Cliffs business, including current plans and operations, (vii) the ability of AK Steel or Cliffs to retain and hire key personnel, (viii) potential adverse reactions or changes to business relationships
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