Cleveland-Cliffs Inc. and AK Steel Holding Corporation Announce Successful Results of Early Participation in Tender 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 tender offers (each, a “Tender Offer” and, collectively, the “Tender 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 (collectively, the "AK Steel Indentures") governing the 7.625% Senior Notes due 2021 and 7.50% Senior Secured Notes due 2023 (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, dated December 2, 2019 (as it may be amended, the “Merger Agreement”), providing for, among other things and subject to the satisfaction or (to the extent lawful) waiver of certain conditions set forth therein, the acquisition of AK Steel by Cliffs by way of the merger of a wholly owned subsidiary of Cliffs with and into AK Steel (the “Merger”), with AK Steel surviving the Merger as a wholly owned subsidiary of Cliffs.

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if applicable, by Cliffs or AK Steel Corporation: (i) the AK Steel Notes that are validly tendered (and not validly withdrawn) in the Tender Offers have been accepted for purchase by Cliffs in accordance with the terms of the offer to purchase and consent solicitation statement, dated February 26, 2020 (as amended to date, the “Statement”) and (ii) the other conditions to the Consent Solicitations, including the consummation of the Merger, have been satisfied.

Holders of AK Steel Notes (“Holders”) may not deliver consents to the Amendments in a Consent Solicitation without tendering AK Steel Notes in the applicable Tender Offer, and may not tender AK Steel Notes in a Tender Offer without delivering consents to the Amendments in the applicable Consent Solicitation. The consent results are based on early tenders in the Tender Offers, which tenders are deemed also to constitute the delivery of consents in the Consent Solicitations made by AK Steel Corporation to adopt the Amendments.