Cleveland-Cliffs Inc. and AK Steel Holding Corporation Announce Successful Results of Early Participation in Exchange Offers and Consent Solicitations

Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) and AK Steel Holding Corporation (NYSE: AKS) (“AK Steel”) today announced that, in connection with the previously announced exchange offers (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) by Cliffs and consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) by AK Steel Corporation, a wholly owned subsidiary of AK Steel, the requisite consents have been received to adopt the proposed amendments (the “Amendments”) to the indentures (the "AK Steel Indentures") governing the 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 (collectively, the “AK Steel Notes”) issued by AK Steel Corporation. As a result, AK Steel Corporation and the trustee under the AK Steel Indentures (the “AK Steel Trustee”) will promptly execute supplemental indentures to the AK Steel Indentures to effect the Amendments. As previously announced, Cliffs and AK Steel have entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things and subject to the satisfaction or waiver (to the extent lawful) of certain conditions, the merger of a subsidiary of Cliffs with and into AK Steel, with AK Steel surviving as a wholly owned subsidiary of Cliffs (the "Merger").

The Amendments will not become operative unless and until the following conditions are satisfied or otherwise waived, if applicable, by Cliffs or AK Steel Corporation: (i) Cliffs delivers to The Depository Trust Company for the Eligible Holders (as defined below) of applicable AK Steel Notes the aggregate amount to be paid to such Eligible Holders as consent payments, upon the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated January 14, 2020 (as amended to date, the “Offering Memorandum and Consent Solicitation Statement”) in respect of the consents validly delivered and not revoked thereunder, and Cliffs or AK Steel Corporation notifies the AK Steel Trustee in writing that such delivery has been made, which condition cannot be waived by Cliffs or AK Steel Corporation, (ii) the AK Steel Notes that are validly tendered (and not validly withdrawn) in the Exchange Offers have been accepted for exchange by Cliffs in accordance with the terms of the Offering Memorandum and Consent Solicitation Statement and (iii) the other conditions to the Consent Solicitations, including the consummation of the Merger, have been satisfied.