STLC Stelco Holdings Inc

Stelco Holdings Inc. (“Stelco” or the “Company”), (TSX: STLC) and Bedrock Industries Cooperatief U.A. (the “Selling Shareholder”) have announced today that BMO Capital Markets has agreed to buy from the Selling Shareholder on a bought deal basis 7,000,000 common shares of the Company (the “Common Shares”), at a price of $26.25 per Common Share for gross proceeds of C$183,750,000 to the Selling Shareholder (the “Offering”). The Selling Shareholder has granted the Underwriters an option, exercisable at the same price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any and for consequent market stabilization purposes. The offering is expected to close on or about March 10, 2021 and is subject to certain conditions, including all necessary regulatory approvals.

Bedrock Industries Cooperatief U.A. currently holds, 41,172,315 Common Shares of the Company representing approximately 46.4% of the issued and outstanding Shares. Following the closing of the Offering (assuming no exercise of the over-allotment option), Bedrock Industries Cooperatief U.A. will hold, 34,172,315 Common Shares, representing approximately 38.5% of the issued and outstanding Shares.

The net proceeds of the Offering will be paid directly to Bedrock Industries Cooperatief U.A. The Company will not receive any proceeds from the Offering.

The Common Shares will be offered in each of the provinces and territories of Canada pursuant to the Company’s base shelf prospectus dated February 11, 2021 and may also be offered by way of private placement in the United States. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The lead Underwriters are waiving a lock-up restriction with respect to the Common Shares held by the Selling Shareholder to be sold in the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About StelcoStelco is a low cost, integrated and independent steelmaker with one of the newest and most technologically advanced integrated steelmaking facilities in North America. In addition to being North America’s only integrated producer of pig iron, Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled steel products. With first-rate gauge, crown, and shape control, as well as reliable uniformity of mechanical properties, our steel products are supplied to customers in the construction, automotive and energy industries across Canada and the United States as well as to a variety of steel service centres, which are regional distributers of steel products. At Stelco, we understand the importance of our business reflecting the communities we serve and are committed to making diversity and inclusion a core part of our workplace culture, in part, through active participation in the BlackNorth Initiative.

Forward-Looking InformationThis release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, acquisition, opportunities, budgets, operations, financial results, taxes, dividend policy, plans and objectives of our Company. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances may be forward looking statements. Forward-looking statements are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. The forward-looking statements contained herein are presented for the purpose of assisting the holders of our securities and financial analysts in understanding our financial position and results of operations as at and for the periods ended on the dates presented, as well as our financial performance objectives, vision and strategic goals, and may not be appropriate for other purposes.

Forward-looking information in this news release includes: expectations that we will be able to successfully adapt to changing market conditions and succeed across all points of the market cycle by diversifying our product mix and modernizing our facilities with upgrade and modernizing projects, such as, the recently completed pig iron caster and blast furnace upgrade and reline project; expectations that we will continue to operate the business as one of the lowest-cost integrated steel producers in North America and that the foregoing modernizing projects will further enhance our low-cost position; our advancement of strategic initiatives and our intention to continue making strategic investments in our business including with respect to next generation, high strength steels for the automotive market; expectations that we will sustainably achieve a lower cost operating structure, increased steelmaking capacity, and improved product quality as a result of the recently completed blast furnace reline and upgrade project; expectations that the construction of the cogeneration facility at our Lake Erie Works will be completed on schedule and that the facility will further reduce our costs, increase our energy reliability and improve our environmental footprint; expectations that we will be able to fully capitalize on a recovery in the steel market and that we will be able to take advantage of the current pricing and demand environment witnessed during the early part of 2021; expectations that we will be able to capitalize on any opportunities that emerge, particularly with respect to the electric vehicle market; expectations that any increased production that we are able to maintain will enable us to produce a full suite of products in response to market demands; expectations that our current operations and financial position will afford us financial flexibility; expectations that we will be able to access the broader market for pig iron; and expectations that the market demand for pig iron will increase.

Undue reliance should not be placed on forward-looking information. The forward-looking information in this press release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of: our ability to complete new capital projects on schedule and within budget and their anticipated effect on revenue and costs; our ability to obtain all applicable regulatory approvals required in connection with new facilities; our ability to source necessary volumes of raw materials and other inputs at competitive prices; our iron ore pellet supply agreement providing us with competitively priced iron ore pellets during the term of the agreement; our facilities operating at design capacity; the market demand for iron units continuing to face increased pressure; our ability to supply to new customers and markets; our ability to effectively manage costs; our ability to attract and retain key personnel and skilled labour; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; changes in laws, rule, and regulations, including international trade regulations; our ability to continue to access the U.S. market without any adverse trade restrictions; upgrades to existing facilities remaining on schedule and on budget and their anticipated effect on revenue and costs; and growth in steel markets and industry trends, as well as those set out in this press release, are material factors made in preparing the forward-looking information and management's expectations contained in this press release.

For Further Information

For investor enquiries: Paul D. Scherzer, Chief Financial Officer, (905) 577-4432,paul.scherzer@stelco.com

For media enquiries: Trevor Harris, Vice-President, Corporate Affairs, (905) 577-4447,trevor.harris@stelco.com