Stelco Holdings Inc. Announces Closing of Initial Public Offering and Underwriters' Exercise of Over-Allotment Option

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

HAMILTON, ON, Nov. 10, 2017 /CNW/ - Stelco Holdings Inc. ("Stelco" or the "Company") (TSX: STLC) announced today that it has completed its initial public offering (the "Offering") of 13,529,750 of the Company's common shares ("Common Shares") at a price of $17.00 per Common Share for total gross proceeds of $230,005,750, which included the sale of 1,764,750 Common Shares pursuant to the exercise in full by the underwriters of their over-allotment option.

The Common Shares began trading on the Toronto Stock Exchange on November 3, 2017 under the symbol "STLC".

The Offering is being made through a syndicate of underwriters led by Goldman Sachs Canada Inc. and BMO Capital Markets and includes Credit Suisse Securities (Canada), Inc., J.P. Morgan, Scotiabank, TD Securities Inc., National Bank Financial Inc., and Oppenheimer & Co. Inc.

A final base PREP prospectus has been filed with, and a receipt has been issued by, the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada on November 2, 2017. In addition, a copy of the supplemented PREP prospectus dated November 2, 2017 containing pricing information and other important information relating to the Common Shares was filed with such securities commissions or similar securities regulatory authorities on November 3, 2017 and is available on SEDAR at www.sedar.com.

On November 10, 2017, immediately prior to the closing of the Offering, the Company and Bedrock Industries B.V. ("Bedrock") completed a series of pre-closing transactions (the "Pre-Closing Transactions") pursuant to which, among other things, the Company acquired from Bedrock all of the issued and outstanding shares of Stelco Inc. in consideration for the issuance of 75,283,877 Common Shares to Bedrock. At a value of $17.00 per Common Share (being the price per Common Share under the Offering), the Common Shares acquired by Bedrock have an aggregate value of $1,279,825,909. Prior to the Pre-Closing Transactions, Bedrock held 10 Common Shares representing 100% of the issued and outstanding Common Shares. Following the Pre-Closing Transactions and after giving effect to the Offering, Bedrock holds 75,283,887 Common Shares representing approximately 84.8% of the issued and outstanding Common Shares.

The Pre-Closing Transactions were completed to effect the Company's acquisition of Stelco Inc. in connection with the closing of the Offering. Bedrock has advised the Company that it intends to review its investment in the Company on a continuing basis. Subject to the 180-day lock-up that it has agreed to with the underwriters, Bedrock may determine to sell all or some of the Common Shares it holds (including pursuant to its registration rights under the investor rights agreement between the Company and Bedrock (the "Investor Rights Agreement"), depending upon price, market conditions, availability of funds, evaluation of alternative investments, the interests of indirect investors in Bedrock and other factors it considers relevant from time to time. Bedrock intends to exercise its right under the Investor Rights Agreement to designate a seventh director for appointment to the Company's board of directors.

This press release is not an offer of Common Shares for sale in the United States, and the Common Shares may not be offered or sold in the United States absent registration or an exemption from registration. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States.

About Stelco

Stelco is a corporation under the laws of Canada and its registered address is 386 Wilcox Street, Hamilton, Ontario, L8L 8K5. Stelco is one of Canada's leading integrated steel companies. It conducts its operations out of two facilities located in Hamilton and in Nanticoke Ontario. These operations produce high quality value-added hot rolled, cold rolled, coated sheet steel products used in the construction, automotive and energy industries across Canada and the United States.

About Bedrock

Bedrock is organized under the laws of the Netherlands and its registered office is Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands. Bedrock is an affiliate of Bedrock Industries L.P., a privately funded company focused on owning and operating metals, mining and natural resources assets and companies. An early warning report will be filed by Bedrock in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Jeffrey Bunder  upon request at 212.651.1130.

SOURCE Stelco

Joel Shaffer, Longview Communications, 416.649.8006, [email protected].