Cleveland-Cliffs Announces Upsizing and Pricing of $825 Million of Senior Unsecured Guaranteed Notes due 2032

5 March 2024

Cleveland-Cliffs Inc. announced today that it has upsized and priced $825 million aggregate principal amount of senior unsecured guaranteed notes due 2032 (the “Notes”) in an offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will bear interest at an annual rate of 7.000% and will be issued at par. The Notes will be guaranteed on a senior unsecured basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries. The offering is expected to close on March 18, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the Notes, along with liquidity on hand, to repurchase in a tender offer or otherwise redeem all of the Company’s outstanding 6.750% Senior Secured Notes due 2026 (the “Secured Notes”).

This news release does not constitute a notice of redemption with respect to the Secured Notes or an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.