Stelco — Capital/Financing Update 2021

May 29, 2021

Stelco Holdings Inc. Secondary Offering of Common Shares Revised May 262 8, 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:Issue Amount:Over-AllotmentOption:Selling Shareholder:Use of Proceeds:Retained Interest:Offering:Form of Offering:Standstill:Offering Price:Listing:

C$191,400,000.Stelco Holdings Inc. (the “Company”).The Selling Shareholder has granted the Underwriter an option, exercisable, inwhole or in part, at any time until and including 30 days following the closing ofthe Offering, to purchase up to an additional 15% of the Offering at the OfferingPrice, less the underwriting commission, tocoverthe Underwriter’sover-allocation position, if any, and consequent market stabilization.The proceeds of the Offering will be paid directly to the Selling Shareholder. TheCompany will not receive any proceeds from the Offering.LG Bedrock Holdings LP (the “Selling Shareholder”).Immediately prior to the Offering, Bedrock Industries Coöperatief U.A. held34,172,315 Common Shares, representing approximately 38.5% of the issuedand outstanding Common Shares. Concurrent with the Offering, BedrockIndustries Coöperatief U.A. will dividend out all of its shares to the SellingShareholder and Alan Kestenbaum (or entities beneficially owned by, or underthe control or direction of, or other family members not under the control of AlanKestenbaum). Following the closing of the Offering (assuming no exercise ofthe over-allotment option), the Selling Shareholder will hold 19,952,236Common Shares, representing approximately 22.5% of the issued andoutstanding Common Shares and Alan Kestenbaum (orentitiesbeneficiallyownedby,orunderthecontrolordirectionof,orotherfamilymembersnotSecondary offering (the “Offering”) by the Selling Shareholder of 5,800,000common shares of the Company (“Common Shares”).C$33.00 per Common Share.

underthecontrolofAlanKestenbaum)will, directly or indirectly, beneficiallyown, or have control or direction over, 11,601,65110,708,279CommonShares, representing approximately 13.112.1% of the issued and outstandingCommon Shares.Bought deal by way of a prospectus supplement to be filed in all provinces andterritories of Canada. U.S. sales by private placement via Rule 144A.The Company and the Selling Shareholder will each enter into a 90 daystandstill agreement.The Company’s existing common shares are listed on the Toronto StockExchange under the symbol “STLC”.

Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
Sole Underwriter:	BMO Capital Markets
Commission:	4.0%.
Closing:	June 2, 2021.