Stelco — Capital/Financing Update 2021

Mar 4, 2021

Stelco Holdings Inc. Secondary Offering of Common Shares March 3, 2021

The Common Shares will be offered by way of a prospectus supplement in all of the provinces and territories of Canada. A prospectus supplement containing important information relating to the Common Shares has not yet been filed with the applicable Canadian securities regulatory authorities. A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.

Terms and Conditions

Issuer:	Stelco Holdings Inc. (the “Company”).
Selling Shareholder:	Bedrock Industries Cooperatief U.A.
Offering:	Secondary offering by the Selling Shareholder of 7,000,000 common shares of
	the Company (“Common Shares”)
Offering Price:	C$26.25 per Common Share
Issue Amount:	C$183,750,000
Over-Allotment	The Selling Shareholder has granted the Underwriters an option, exercisable, in
Option:	whole or in part, at any time until and including 30 days following the closing of
	the Offering, to purchase up to an additional 15% of the Offering at the Offering
	Price, less the underwriting commission, to cover over-allotments, if any, and for
	consequent market stabilization purposes.
Use of Proceeds:	The proceeds of the Offering will be paid directly to Bedrock Industries
	Cooperatief U.A. The Company will not receive any proceeds from the Offering.
	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.
Form of Offering:	Bought deal by way of a prospectus supplement to be filed in all provinces and
	territories of Canada. U.S. sales by private placement via Rule 144A.
Standstill:	The Company and Bedrock Industries Cooperatief U.A. will each enter into a 90
	day standstill agreement.
Listing:	The Company’s existing common shares are listed on the Toronto Stock
	Exchange under the symbol “STLC”.
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
Sole Underwriter:	BMO Capital Markets
Commission:	4.0%.
Closing:	March 10, 2021.