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CLEVELAND-CLIFFS INC. Proxy Solicitation & Information Statement 2014

Apr 25, 2014

30881_psi_2014-04-25_55874df6-680d-43c3-9880-dc994f8c234c.zip

Proxy Solicitation & Information Statement

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Under Rule 14a-12

Cliffs Natural Resources, Inc.

(Name of Registrant as Specified In Its Charter)

Casablanca Capital LP

Donald G. Drapkin

Douglas Taylor

Robert P. Fisher, Jr.

Celso Lourenco Goncalves

Patrice E. Merrin

Joseph Rutkowski

Gabriel Stoliar

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Field: Page; Sequence: 1

Field: /Page

4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ]
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

Field: Page; Sequence: 2

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On April 25, 2014, Casablanca Capital LP ("Casablanca") issued a press release (the "Press Release") regarding the scheduling of the 2014 annual meeting of Cliffs Natural Resources Inc. A copy of the Press Release is attached hereto as Exhibit 1. Casablanca also posted a link to the Press Release on the "Press Releases" page of www.FixCliffs.com via the following reference:

04.25.2014 Casablanca Capital Statement Regarding Scheduling of Cliffs Natural Resources Annual Meeting